Unieuro — Governance Information 2021

May 21, 2021

Unieuro S.P.A. – Registered office in Forlì, Palazzo Hercolani, Via Piero Maroncelli 10, 47121-Forlì Share Capital Euro 4,000,000 fully paid-up Registered on the Forlì-Cesena Companies Register, Economic and Administrative Index (REA) registration number 177115 Tax Code and VAT no. 00876320409

REPORT ON CORPORATE GOVERNANCE AND PROPRIETARY SHAREHOLDINGS

pursuant to art. 123-bis of Legislative Decree no. 58 of 24 February 1998

Traditional management and control model

Issuer: Unieuro S.p.A. Website: www.unieurospa.com

This Report refers to the Financial Period closed on 28 February 2021

SUMMARY

SUMMARY 2
1. DEFINITIONS 4
2. INTRODUCTION 6
1. ISSUER PROFILE 7
2. INFORMATION ON THE PROPRIETARY SHAREHOLDINGS (PURSUANT TO ARTICLE 123-BIS, PARA. 1, TUF) 9 a) Structure of the share capital (pursuant to art. 123-bis, paragraph 1, letter a) TUF)
9 b) Restrictions on the transfer of securities (pursuant to art. 123-bis, paragraph 1, letter b) TUF) 9
c) Relevant equity interests in the share capital (pursuant to art. 123-bis, paragraph 1, letter c) TUF) 9
d) Securities that confer special rights (pursuant to art. 123-bis, paragraph 1, letter d) TUF) 10
e) Shareholding by employees: mechanisms for exercising voting rights (pursuant to art. 123-bis, paragraph 1, letter e) TUF) 10
f) Restrictions on voting rights (pursuant to art. 123-bis, paragraph 1, letter f) TUF) 11 g) Agreements between shareholders (pursuant to art. 123-bis, paragraph 1, letter g) TUF) 11
h) Change-of-control clauses (pursuant to art. 123-bis, paragraph 1, letter h) TUF) and Articles of Association provisions on the subject of public tender offers (PTO) (pursuant to art. 104 bis, paragraph 1-ter, and 104-bis, paragraph 1 TUF) 11
i) Delegated powers to increase the share capital and authorisations to acquire treasury shares (pursuant to art. 123-bis, paragraph 1, letter m) TUF) 12 j) Management and coordination activities (pursuant to Articles 2497, et seq. Civil Code) 13
3. COMPLIANCE (pursuant to art. 123-bis, para. 2, letter a) TUF) 14
4. BOARD OF DIRECTORS 16 4.1. Appointment and replacement of directors (pursuant to art. 123-bis, paragraph 1, letter l) TUF) 16 4.2. Composition (pursuant to art. 123-bis, paragraph 2, letter d), d-bis), TUF) 19 4.3. Role of the Board of Directors (pursuant to art. 123-bis, paragraph 2, letter d) TUF) 27
4.4. Delegated bodies 31 4.5. Other executive directors 40 4.6. Independent Directors 40 4.7. Lead Independent director 44
5. PROCESSING OF COMPANY INFORMATION 45 5.1. Internal regulation for the management of Relevant Information and Insider information 45 5.2. Internal regulation relating to the keeping of the registers of persons who have access to Insider Information and Relevant Information 46 5.3. Internal Dealing Regulation 46
BOARD COMMITTEES (pursuant to art. 123-bis, paragraph 2, letter d) TUF) 6. 47
7. REMUNERATION AND APPOINTMENTS COMMITTEE 47

7.1. The composition and operation of the Remuneration and Appointments Committee
(pursuant to art. 123-bis, paragraph 2, letter d) TUF) 47 7.2. Function of the Remuneration and Appointments Committee 48
8. REMUNERATION OF THE DIRECTORS 53 8.1. General remuneration policy 53
9. CONTROL AND RISK COMMITTEE 54 9.1. The composition and operation of the Control and Risk Committee (pursuant to art. 123-bis, paragraph 2, letter d) TUF) 54
9.2. Functions entrusted to the Control and Risk Committee 54
10. SUSTAINABILITY COMMITTEE 57 10.1. Composition and functioning of the Sustainability Committee 57 10.2. Functions conferred on the Sustainability Committee 58
11. RELATED PARTIES COMMITTEE 59 11.1. Composition and functioning of the Related Parties Committee 59 11.2. Functions conferred on the Related Parties Committee 59
12. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 61 12.1 Risk management system in relation to financial reporting 62 12.2 Director in charge of the internal control and risk management system 63 12.3. Internal Audit Department Manager 64 12.4. Organisational model (pursuant to Legislative Decree no. 231/2001) 64
12.5. Auditing firm 66 12.6. Financial Reporting Officer and other roles and corporate functions 67 12.7. Data Protection Officer 67 12.8. Coordination between the individuals involved in the internal control and risk management system 68
13. INTERESTS OF THE DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES 69
14. APPOINTMENT OF THE STATUTORY AUDITORS 71
15. COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (pursuant to art. 123-bis, paragraph 2, letters d) and d-bis) TUF) 73 15.1 Diversity criteria and policies 78
16. SHAREHOLDER RELATIONS 80
17. SHAREHOLDERS' MEETINGS (pursuant to art. 123-bis, Para. 2, letter c) TUF) 82 17.1 Right to participate and vote at the Shareholders' Meeting 83 17.2. Conducting of Shareholders' Meetings 83
18. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to art. 123- bis, paragraph 2, letter a) TUF) 84
19. CHANGES TO THE CLOSURE OF THE FINANCIAL Period OF REFERENCE 84
20. CONSIDERATIONS ON THE LETTER OF 22 DECEMBER 2020 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE 84

1. DEFINITIONS

Articles of Association	The Articles of Association of the Company approved by the extraordinary Shareholders' Meeting of 12 December 2016, as amended and supplemented.
Board/Board of Directors	The Issuer's Board of Directors.
Board of Statutory Auditors	The Company's Board of Statutory Auditors.
Borsa Italiana	Borsa Italiana S.p.A. with its registered office in Milan at Piazza degli Affari no. 6.
Civil Code	The Italian Civil Code.
Code/Self-Regulation Code	The Code of Self-Regulation for listed companies approved in July 2018 by the Corporate Governance Committee (and approved by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime e Confindustria).
Consob	The national commission on companies and the stock exchange, based in Rome at Via G.B. Martini, No. 3.
Consob Related Parties Regulation	The Regulation on transactions with related parties approved by Consob with Resolution No. 17221 of 12 March 2010, as subsequently amended and supplemented.
Control and Risk Committee	The committee set up within the Board of Directors pursuant to principle 7.P.4. of the Self-Regulation Code.
	Corporate Governance Code The Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee (and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria).
Financial Period	The financial year of the Company is from 1 March 2020 to 28 February 2021.
Instructions to the Stock Market Regulations	The Instructions to the Regulations of the Markets organised and operated by Borsa Italiana S.p.A.
Issuer / Company / Unieuro	Unieuro S.p.A., with its registered office in Forli at 31 via Piero Maroncelli 10, 47121-Forlì.
Issuer Regulation	The Regulation approved by Consob with resolution 11971 of 14 May 1999 (as amended).

Italian Consolidated Finance Act/TUF	(Testo Unico della Finanza) by way of Legislative Decree No. 58 of 24 February 1998 as amended.
MAR	Regulation (EU) No. 596/2014 on market abuse (Market Abuse Regulation) as subsequently amended.
MTA- STAR Segment	The Mercato Telematico Azionario (Electronic Stock Exchange) - STAR Segment, organised and managed by Borsa Italiana S.p.A.
Related-Party Committee	The committee for related party transactions, set up within the Board of Directors pursuant to the Consob Related Parties Regulation.
Remuneration and Appointments Committee	The committee set up within the Board of Directors pursuant to principal 6.P.3. of the Self-Regulation Code.
Remuneration Report	The report concerning the policy for remuneration and recompense paid prepared pursuant to art. 123-ter TUF and art. 84-quater of the Issuer Regulation.
Report	The present report on corporate governance and proprietary shareholdings that the companies are required to draw up, pursuant to art. 123-bis TUF.
Shareholders' Meeting	The Company Shareholders' meeting.
Stock Market Regulation	The Regulation of the Markets organised and operated by Borsa Italiana S.p.A.
Sustainability Committee	The internal committee of the Board of Directors established in compliance with the Corporate Governance Code.
Trading Start Date	The first day on which the shares of Unieuro were traded on the MTA STAR Segment (as defined below) i.e. 4 April 2017.

2. INTRODUCTION

Since 4 April 2017, Unieuro ordinary shares have been traded on the MTA - STAR Segment organised and managed by Borsa Italiana S.p.A.

This report on corporate governance and proprietary shareholdings ("Report") aims at providing a general and complete overview of the corporate governance system adopted by Unieuro S.p.A. ("Unieuro" or "Company").

Unieuro adheres to the Corporate Governance Code in force as at the date of the Report and applicable to the financial period 2021/2022, which is accessible to the public on the website of the Corporate Governance Committee at the following page: https://www.borsaitaliana.it/homepage/homepage.en.htm

In compliance with the legal and regulatory¹ requirements on this topic in line with the guidelines and recommendations of Borsa Italiana SpA ("Borsa Italiana"), this Report contains information on the proprietary shareholdings and - mindful that it refers to the year which ended on February 28 2021 during which the Self-Regulation Code² was still in force - on Unieuro's adherence to the Self-Regulation Code, explaining the choices made in the application of the self-regulatory principles, as well as the corporate governance practices actually applied and following the indications referred to in the "Format for the report on corporate governance and the structure of ownership " drawn up by Borsa Italiana (Edition VIII January 2019).

With regard to the Corporate Governance Code, the Company shall, as of now, report on certain activities undertaken during the year currently in progress and up to the date of this Report in order to comply therewith for the sake of uniformity.

Please note that, in the Management Report which forms a part of Unieuro's Annual Financial Report relating to the 2020/2021³ financial year, there is a chapter on Governance which describes the corporate governance system of Unieuro whereas for further information on the topic of remuneration, we invite you to view the Report concerning remuneration and recompense paid⁴ , published in the manner and within the timescales envisaged by current legislation⁵ .

The Report was approved by the Board of Director on 13 May 2021 and can be consulted on the Company's website www.unieurospa.com, in the "Corporate Governance" Section https://unieurospa.com/en/\_corporate-governance-2/shareholders-meetings/.

¹ Art 123 bis TUF

² The Self-Regulation Code is publicly available on the website of the Corporate Governance Committee at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2018clean.pdf

³ Published on the Company's website https://unieurospa.com/en/\_home/, section "Investor Relations / Reports".

⁴ Report provided for by art. 123-ter of the Consolidated Law on Finance, published on the website of Unieuro in the manner referred to in art. 84-quater of the Issuers Regulations.

⁵ Published on the Company's website https://unieurospa.com/en/\_home/, section "Corporate Governance / Shareholders' meetings / Shareholders' meetings 2021".

1. ISSUER PROFILE

Today Unieuro is the Italian market leader in distribution of consumer electronic products and household appliances thanks to its steady growth over the last fifteen years due to a combination of consolidation of its reference market and organic growth.

As of the date of this Report, Unieuro is operating on a national scale through the following distribution channels: (i) its retail channel consisting of 262 stores distributed throughout city centres and in high-affluence shopping malls located mainly in northern and central Italy; (ii) its online channel strengthened by the unieuro.it digital platform and the pure digital player Monclick; (iii) its indirect channels consisting of 254 sales outlets managed by third-party associated businesses; (iv) its business-to-business channel focused on wholesale sales to professional clients; (v) its travel channel made up of 11 retail outlets located at several of the main public transport junctions.

The Issuer's business model is based on an omnichannel business strategy, enabling it to exploit the opportunities of integration between physical sales outlets and the online channel. Therefore, the Issuer operates as a single Strategic Business Unit within which all services and products offered flow together. This approach is supported: (i) by the model of operational control of the Issuer which considers the entire business as a whole, irrespective of individual distribution channels, product lines, or geographic spread, and (ii) by the capillary network of sales outlets, which is distributed over the territory both in terms of location, following the principle of proximity and closeness to customers, as well as in functional terms, using different formats at the individual sales outlets in order to satisfy the preferences of each customer category. The goal of the Company is to create a personalized shopping experience aimed at eliminating the spatial limits of individual physical sales outlets and focusing on rebuilding individual preferences of the customer.

The Company has adopted a corporate governance system in line with the legal and regulatory provisions applicable to it: the central role of the Board of Directors and the objectives of proper management of any eventual situations of conflict of interest, as well as of efficiency of the internal control system and of transparency in relation to the market are highlighted.

The Issuer has adapted its own Articles of Association and its own corporate governance system in line with the provisions of the TUF and of the Self-Regulation Code, inter alia for the purposes of admission to listing of its shares on the MTA.

Unieuro has adopted a so-called 'traditional' management system, which enhances the role of the Board of Directors as an executive body, whereas the audit function is delegated to the Board of Statutory Auditors. The governance structure and the overall organizational structure are also in line with the goals of maximizing management efficiency and creating ever greater value for all shareholders.

The Company's corporate bodies are the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors. The powers and operating methods of the corporate bodies are governed by law, by the Articles of Association and by the resolutions adopted by the appropriate bodies, as the case may be.

The Board of Directors has set up three internal committees with consultative and proposal functions, being the Remuneration and Appointments Committee, the Control and Risk

Committee and the Sustainability Committee. There is also a Related Party Committee that is assigned the tasks and functions provided for by the Consob Related Parties Regulation.

By resolution adopted on 12 December 2016, the Shareholders' Meeting of the Issuer conferred on the Independent Audit Firm the mandate to undertake the statutory audit of the financial statements for the financial years ending from 28 February 2017 to 28 February 2025 pursuant to arts. 14 and 16 of Legislative Decree No. 39 of 27 January 2010 and for the auditing tasks limited to the interim half-yearly financial statements for the half-yearly periods ending from 31 August 2017 to 31 August 2024. Taking into consideration the further activities requested by the Independent Auditors as a result of, inter alia, the acquisition of the equity investment in Monclick S.r.l., the Issuer appointed the Independent Auditors to conduct the statutory audit of the consolidated financial statements for the financial years ending from 28 February 2017 to 28 February 2025, and the limited audit of the abbreviated, half-year consolidated financial statements for the half-years ending between 31 August 2017 and 31 August 2024.

The Issuer's ordinary shares have been traded on the MTA-STAR Segment as of Trading Start Date.

It should be noted that, as of the date of this Report, also for the purpose of applying certain rules on corporate governance and proprietary shareholdings envisaged by the TUF, Unieuro falls within the definition of small and medium sized enterprises pursuant to art. 1, paragraph 1, lett. w-quater.1) TUF and art 2-ter of the Listing Code, as stated in the list published by Consob and last updated in January 2021⁶ .

⁶ Pursuant to Art. 1, paragraph 1, lett. w-quarter.1) of TUF, "small and medium sized enterprises" shall mean: "without prejudice to other legal provisions, small and medium-sized enterprises, listed share issuers, whose turnover, even before admission to trading of their shares, is less than EUR 300 million, that have a market capitalisation of less than EUR 500 million. Listed share issuers that have exceeded both of these limits for three consecutive years shall not be considered as small and medium sized enterprises. CONSOB establishes by regulation the implementing provisions of this letter, including the disclosure procedures to which such issuers are required in relation to the acquisition or loss of the status of small and medium sized enterprises. CONSOB, on the basis of the information provided by issuers, publishes a list of small and medium sized enterprises on its website".

2. INFORMATION ON THE PROPRIETARY SHAREHOLDINGS (PURSUANT TO ARTICLE 123-BIS, PARA. 1, TUF)

a) Structure of the share capital (pursuant to art. 123-bis, paragraph 1, letter a) TUF)

At the date of this Report, the subscribed and paid-up share capital of Unieuro is €4,079,597.40 divided into 20,397,987 ordinary shares with no par value. There are no other classes of shares other than ordinary shares⁷ .

All shares, which are in registered in the name of the owner, have the same characteristics and confer the same rights. In particular, each share confers the right to one vote in ordinary and extraordinary Shareholders' Meetings of the Company as well as the other administrative rights provided for in the applicable provisions of law and of the Articles of Association.

b) Restrictions on the transfer of securities (pursuant to art. 123-bis, paragraph 1, letter b) TUF)

No restrictions on the transfer of the Company's shares, limits on share ownership or approval conditions to access the shareholding structure are envisaged.

c) Relevant equity interests in the share capital (pursuant to art. 123-bis, paragraph 1, letter c) TUF)

Unieuro is a fully-fledged public company. This new status was acquired following the gradual withdrawal from capital of Rhône private equity which, thanks to the initial public offer on the Italian Stock Exchange (April 2017) and three subsequent placements (September 2017, November 2019 and January 2020), ceased its shareholding in Unieuro which was initially 70.5% of the capital.

The public float was further expanded on 14 January 2021, following the sale on the market through an accelerated book-building procedure concerning 7.17% of the capital in Unieuro originally owned by Dixons Carphone plc through Alfa S.r.l.

In September 2020, Mr. Giuseppe Silvestrini reported that the 3% investment threshold in the Issuer's capital had been exceeded in the previous month of April and thus announced that he directly and indirectly holds 4.3% of Unieuro capital.

On 6 April 2021, the telecommunications operator Iliad S.A. announced that it has acquired a shareholding of approximately 12% of the share capital of Unieuro, 1.9% of which was acquired through an equity swap which matures on 17 September 2021.

⁷ Shares resulting from the latest certification of the share capital deposited in the Chamber of Commerce.

At the date of this Report, the public float of Unieuro is equal to approximately 80% of the Company's capital.

Below are the percentages of Unieuro ordinary shares owned at the date of this Report, both directly and indirectly, by shareholders or by parties at the peak of the holding chain who have

declared a significant holding threshold to have been exceeded pursuant to art. 120 TUF and the Consob Issuers' Regulations; said percentages are updated to the best of the Company's knowledge based on the information available:

DECLARANT	DIRECT SHAREHOLDER	NUMBER OF ORDINARY SHARES	% OF ORDINARY SHARE CAPITAL	% OF VOTING SHARE CAPITAL
Iliad S.A.	• Iliad Holding S.p.A. • Iliad SA	2,060,374	10.16% (*)	10.16% (*)
Amundi Asset Management	Amundi SGRpa	1,363,501	6.72%	6.72%
Mediolanum Gestione Fondi SGR p.A.	Mediolanum Gestione Fondi SGR p.A.	982,954	4.85%	4.85%
Giuseppe Silvestrini	• Victor S.r.l. • Giuseppe Silvestrini	860,434	4.24%	4.24%
JPMorgan Asset Management Holdings Inc.	JPMorgan Asset Management (UK) Limited	663,571	3.27%	3.27%

(*) to be added the 1.9% subject to the equity swap subscribed by Iliad Holding S.p.A. which matures on 17 September 2021 with underlying Unieuro shares.

d) Securities that confer special rights (pursuant to art. 123 bis, paragraph 1, letter d) TUF)

No securities that confer special rights of control have been issued. Nor are there any special rights holders as envisaged by the laws and statutory provisions in force.

e) Shareholding by employees: mechanisms for exercising voting rights (pursuant to art. 123-bis, paragraph 1, letter e) TUF)

There is no mechanism that would exclude or limit the direct exercise of voting rights by the beneficiaries of the stock option plan adopted by the Company on February 6 2017 entitled "Long

Term Incentive Plan 2018-2025" and/or the incentive plan adopted by the Company on December 17 2020 entitled the "2020 - 2025 Performance Share Plan".

For further information, please see the first section of the Report concerning the policy for remuneration and recompense paid drawn-up pursuant to art. 123-ter TUF which shall be available to the public within the timelines and in the manner provided for by the laws and regulations in force.

f) Restrictions on voting rights (pursuant to art. 123-bis, paragraph 1, letter f) TUF)

No restrictions on voting rights of shareholders are envisaged save for the terms and conditions governing the right to attend and vote at the Shareholders' Meeting referred to in the below Paragraph 17.1 of this Report.

g) Agreements between shareholders (pursuant to art. 123 bis, paragraph 1, letter g) TUF)

At the date of this Report, no agreements between shareholders pursuant to Article 122 TUF have been notified to the Company.

h) Change-of-control clauses (pursuant to art. 123-bis, paragraph 1, letter h) TUF) and Articles of Association provisions on the subject of public tender offers (PTO) (pursuant to art. 104 bis, paragraph 1-ter, and 104-bis, paragraph 1 TUF)

Change-of-control clauses

On 23 December 2017, the Company extinguished the facilities granted under a previous medium-/long-term loan agreement called the "Euro Term and Revolving Facilities Agreement", by signing a new medium-/long-term loan agreement called the "Senior Facilities Agreement", with Banca Intesa Sanpaolo S.p.A., Banco BPM S.p.A., Gruppo Crédit Agricole and Banca IMI S.p.A., this latter as the agent bank.

The "Senior Facilities Agreement", contains a change of control clause which requires that, if a corporate change of control takes place, the lending banks will have the right to cancel the loan granted and ask for immediate repayment. For the purpose of the above-mentioned change of control clause, a "change of control" occurs if, at any time, one or more persons acting together (i) acquires control of the Issuer pursuant to art. 2359 of the Civil Code or of Legislative Decree No. 385 of 1 September 1993 (the consolidated law on banking - so-called "TUB") or (ii) acquires the power to define the composition of the majority of the managing body of the Issuer or (iii) holds a percentage of voting rights in the shares of the Issuer which creates the obligation to launch a public takeover bid of the Issuer by virtue of the TUB, without prejudice to the fact that the distribution of the Issuer's share capital by Rhône Capital II LP to its investors will not, in any event, constitute a change of control.

Without prejudice to the above, the Company, within the remit of its commercial activities, is party to trade agreements which, as is customary (i.e. business leases, real estate leases, supply agreements etc.), include the right for one or both parties to terminate or withdraw from the agreement, if there is a direct or indirect change in control involving the other party.

Articles of Association provisions on the subject of public tender offers

The Issuer's Articles of Association do not contain provisions that derogate from the passivity rule set forth in art. 104, paragraphs 1 and 1-bis TUF nor provisions that provide for application of the neutralization rules provided for in art. 104-bis, paragraphs 2 and 3 TUF.

i) Delegated powers to increase the share capital and authorisations to acquire treasury shares (pursuant to art. 123-bis, paragraph 1, letter m) TUF)

At the Extraordinary Meeting held on December 17 2021, the Shareholders resolved, pursuant to arts. 2443 and 2349 of the Civil Code, that the Board of Directors be granted powers pursuant to arts. 2443 and 2349 Civil Code to increase the share capital on a gratuitous basis for a period of five years to run as of the date of the relative resolution, in order to implement the 2020-2025 Performance Share Plan. It was envisaged that such capital increase may take place in one or more tranches up to a maximum amount of Euro 180,000.00 to be imputed in full to capital by way of a new share issuance of up to 900,000 ordinary Unieuro Shares with no express indication of their par value, such new shares: having the same characteristics as the Unieuro ordinary shares already in circulation and; carrying regular dividend rights. A commensurate maximum amount of the profits/profit reserves reported in the last financial statement approved from timeto-time was to be earmarked to that end, within the term, on the conditions and in the manner provided for in the 2020-2025 Performance Share Plan.

As of the date of this Report, the Board of Directors has not yet exercised said powers as were granted at the Extraordinary Shareholders' Meeting of 17 December 2020.

Without prejudice to the foregoing, as at the date of this Report, no director has been granted powers to make a capital increase in one or more tranches, nor is any director empowered to issue convertible bonds, whether for ordinary shares or savings yielding share option rights.

At the ordinary Meeting held on 17 December 2020, the Shareholders authorised the the Board of Directors to buy back, in one or more tranches, a maximum number of ordinary shares in Unieuro not exceeding 10% of the share capital (which was - as at the date the relative explanatory report was presented to the Shareholders - a maximum of 2,000,000). The authorisation envisaged that: Such buy back would be effected in one or more tranches within 18 (eighteen) months of the date the resolution was passed and in any manner envisaged by the combined provisions of Article 132 TUF and Article 144-bis Issuers' Regulations, taking into account the specific exemption provided for by paragraph 3 of Article 132 TUF and, in any case, in any other manner permitted by the legal and regulatory provisions in force from time to time. Said authorisation was also required to take into account the procedures and operating limits of the MAR, including market practices permitted pursuant to art. 13 MAR, the Delegated Regulation (EU) No. 1052 of 8 March 2016 (the "Delegated Regulation") and the applicable general and sector legislation (including the provisions referred to in Regulation (EU) 2019/2115 or provided for by CONSOB or ESMA).

The shares' purchase unit price was to be for consideration not lower than a minimum of 10% and not higher than a maximum of 10% of the share reference price recorded in the trading session on the stock exchange of the day preceding each individual transaction. Any such buy back was to be in compliance with applicable EU law and accepted applicable market practices from time to time. Moreover, the shares' purchase price was required to comply with the provisions of art. 3 paragraph 2 Delegated Regulation 2016/1052/EU which, with reference to the date on which the explanatory report of the Board of Directors was presented to the Shareholders, refers to a price not higher than the higher of the price of the last independent trade and the then highest current independent purchase bid on the trading venue where the purchase is carried out or in conformity with the regulations in force from time to time.

During the Financial Period, the Board of Directors has not initiated any buy-back programme on the basis of the above-mentioned shareholders' authorisation; as a result, at the date of this Report, the Company does not hold any treasury shares in its portfolio.

j) Management and coordination activities (pursuant to Articles 2497, et seq. Civil Code)

On 12 December 2016, the Board of Directors deemed that the Company was no longer subject to management and coordination activities, as contemplated under arts. 2497, et seq. of the Civil Code, by International Retail Holding S.à.r.l. and decided to expressly declare this circumstance, also in fulfilment of the required disclosure formalities. In particular, on 12 December 2016, the Issuer's Board of Directors deemed that: (i) the main decisions relating to management of the Issuer's company are made within the Issuer's own bodies; (ii) the Issuer's Board of Directors is responsible, inter alia, for examining and approving the Issuer's strategic, industrial and financial plans and budgets, examining and approving the Issuer's financial and credit access policies, examining and approving the Issuer's organisational structure, assessing the adequacy of the organisational, administrative and accounting structure of the Company; (iii) the Issuer operates in full autonomy with respect to the management of relations with customers and suppliers without any interference from entities outside of the Issuer; (iv) International Retail Holding S.à.r.l. does not perform any centralized cash management function for the Issuer.

By virtue of a reverse merger transaction that took place during the financial year ending 28 February 2018, International Retail Holdings S.à.r.l. was merged by incorporation into Italian Electronics Holdings S.à.r.l.

Following the accelerated book building transaction carried out on 6 September 2017 by IEH and the demerger, the stake held by IEH in Unieuro decreased from 65.492% to 33.815%.

During financial year up to 28 February 2018, Italian Electronic Holdings S.r.l. moved its registered office to Luxembourg, assuming the status of a company incorporated under Luxembourg law and the new name of Italian Electronics Holdings S.à.r.l.

On 13 November 2019, IEH carried out a further accelerated book-building procedure, disposing of 16.25% of the Company's existing share capital to institutional investors. On 22 January 2020, IEH disposed of the remaining 17.6% of its capital to institutional investors, through an analogous accelerated book-building process, as a consequence ceasing to be a Company shareholder.

On 18 March 2021, the Board of Directors therefore asserted by resolution that the Company is not subject to any management or coordination pursuant to art. 2497 et seq. of the Civil Code.

* * *

The Issuer specifies that:

• the information required by art. 123 bis, first paragraph, letter i) TUF ("agreements between the company and the directors (...) that provide for compensation in the event of resignation or dismissal without just cause or if the employment relationship ceases as a result of a public tender offer") are described in the Report concerning the policy of remuneration and recompense drawn up pursuant to art. 123-ter TUF;
• the information required by art. 123-bis, first paragraph, letter l) TUF ("the rules applicable to the appointment and replacement of directors and to amendments of the articles of association, if different from the applicable supplementary legislative and regulatory rules") is described in the section of the Report dedicated to the Board of Directors (paragraph 4.1).

3. COMPLIANCE (pursuant to art. 123-bis, para. 2, letter a) TUF)

This Report has been prepared also taking into account the guidelines in the "Format for the report on corporate governance and proprietary shareholdings" developed by the Borsa Italiana (Edition VIII January 2019).

On 18 March 2021, the Board of Directors of Unieuro approved the adoption of the Corporate Governance Code - accessible to the public on the website of the above-mentioned Corporate Governance Committee at the page: https://www.borsaitaliana.it/borsaitaliana/regolamenti/corporategovernance/code2015.en.pdf in force at the date of this Report and which became applicable commencing as of the first financial year starting after 31 December 2020 (in Unieuro's specific case, starting from 1 March 2021).

As specified in the Introduction, mindful that the Report refers to the year which ended on 28 February 2021, at which time the Self-Regulation Code - accessible to the public on the website of the Corporate Governance Committee at https://www.borsaitaliana.it/borsaitaliana/regolamenti/corporategovernance/corporategovernanc e.en.htm - was still in force - this Report provides details of the decisions taken by the Board of Directors of Unieuro in conformance with the recommendations of the Self-Regulation Code, as well as a description of certain corporate practices already in place in 2020 in compliance with the inspiring principles of the Corporate Governance Code as well as further actions implemented in the first months of the current 2021 financial period to align with the new code.

In this regard, it should also be noted that on 13 May 2021 the Board of Directors of the Company, at the time it approved this Report, also approved the Regulations governing the Sustainability Committee and aligned the Regulations of the Remuneration and Appointments Committee with the recommendations of the new Corporate Governance Code.

We further underline that, during the course of the 2021 financial period, the Company shall evaluate any further adjustments deemed appropriate to implement the provisions of the Corporate Governance Code.

The rules contained in the Articles of Association and in the specific Shareholders' Meeting Regulations are an integral part of, and complete, the Company's corporate governance system.

The Issuer is not subject to any non-Italian law provisions that affect the corporate governance structure.

4. BOARD OF DIRECTORS

4.1. Appointment and replacement of directors (pursuant to art. 123-bis, paragraph 1, letter l) TUF)

Pursuant to art. 12 of the Articles of Association, the management of Unieuro is conferred to a Board of Directors consisting of an odd number of members not less than 7 (seven) and not more than 15 (fifteen). The Shareholders' Meeting determines the number of Board members from time to time, prior to their appointment. Within the limits indicated above, the Shareholders' Meeting may increase the number of directors including during the term of office of the Board of Directors; the term of office of the additional directors thus appointed cease as per the term of those already in office. Directors remain in office for the term set by the shareholders' resolution appointing them, subject to a maximum of 3 (three) financial years. Directors are re-eligible for office.

The members of the Board of Directors must meet the requirements of professionalism and integrity provided for by the rules and regulations in force. A minimum number of Directors not less than that established by the regulation in force pro tempore should satisfy the requirements of independence established by the Self-Regulation Code, without prejudice to the fact that at least 2 (two) directors satisfying the requirements of independence established by the law and by the regulatory provisions and/or by the Self-Regulation Code of listed companies should be part of the Board of Directors ("Independent Director" or "Independent Directors"). A failure to fulfil such prerequisites shall cause the Independent Director to forfeit his/her office. A failure to fulfil the prerequisite of independence prescribed by art. 148, para. 3, TUF on the part of an Independent Director shall not cause him/her to forfeit the office to the extent that the prerequisites are in any event still met by the minimum number of Independent Directors who, according to the rules in force, must meet such requirement. Independent Directors are required to maintain independence for the duration of their term of office and in any event to inform the Board of Directors without delay as to any eventual intervening loss of the requirements of independence.

In accordance with the provisions of art. 147-ter TUF, the Articles of Association of the Company provide for the appointment of directors through the list-vote mechanism.

Art. 13 of the Articles of Association provides that both the Board of Directors in office as well as the shareholders who alone or acting together hold the percentage of share capital required by applicable laws or regulations from time to time (in the percentage of 4.5% in accordance with the Consob Management Deliberation No. 48 of 7 May 2021) are entitled to submit lists.

The lists are filed within the time limits provided for by the pro tempore rules in force as shall be indicated in the notice of meeting, at the registered office of the Company or otherwise by such remote means of communication as may be indicated in the notice of meeting.

The following shall be submitted together with the lists, it being specified that any changes as may occur prior to the actual date of the Shareholders' Meeting shall be promptly notified to the Company: (i) information as to the shareholders who have submitted the list and indication of the percentage of share capital held; (ii) a statement by shareholders other than those who hold, including jointly, either a controlling interest or a relative majority, attesting to the absence of any connected relationships with the latter, even if indirect, within the meaning of the pro tempore rules, including regulatory rules, in force; (iii) the candidates' curriculum vitae as well as a

declaration by which each candidate attests, under his or her responsibility, that there are no grounds of ineligibility and conflict of interest, and confirms fulfilment of the prerequisites for their respective posts; (iv) indication of the management and control posts held in other companies and any indication of suitability for qualification as independent director in accordance with the rules in force and the codes of conduct relating to corporate governance that may eventually be adopted by the Company; (v) a statement by which each candidate accepts his or her own candidacy; (vi) any other further or differing statement, report and/or document as provided for by the pro tempore rules, including regulatory rules, in force.

Art. 14 of the Articles of Association provides that the candidates selected from the two lists that have obtained the highest number of votes shall be elected on the basis of the following criteria: (a) from the list that has obtained the highest number of votes ("majority list") all of the candidates, except one, are considered according to the progressive order as listed; (b) the remaining director will be considered from the list that obtained the second-highest number of votes at the shareholders' meeting ("minority list"), which shall not be connected in any way whatsoever, even indirectly, with those who submitted or voted for the list obtaining the highest number of votes.

In the event of a tie between two or more lists, the procedure envisaged by the Articles of Association at Article 14 paragraph 3) shall apply; in the case of unsuccessful outcome, the Shareholders' Meeting shall resolve by simple majority of those present.

If, at the end of the voting, a sufficient number of directors meeting the prerequisites of independence provided for by the rules, including regulatory rules, in force is not elected, then the director who fails to fulfil such requirements elected last in the progressive order from the list obtaining the highest number of votes shall be excluded and replaced by the next candidate fulfilling the prerequisites of independence taken from that same list as the excluded candidate.

Article 14 of the Articles of Association provides that if, after the vote and the application of the preceding paragraph, a gender balance is not achieved as provided for by the applicable legislation and regulations, the candidate from the most represented gender elected last in numerical order from the list with the highest number of votes will be excluded and replaced by the first unelected candidate in numerical order on the same list and from the under-represented gender.

If fewer candidates are elected on the lists submitted than there are directors to be elected, the remainder will be elected at the Shareholders' Meeting, which will ensure that the minimum number of Independent Directors is elected and that the gender balance required under applicable legislation and regulations is achieved.

If no lists are submitted, or if the directors are not appointed for any reason in accordance with the procedures established herein, the Shareholders' Meeting shall resolve by way of statutory majority, in compliance with any minimum allotment ratio between genders (male and female) provided by law and regulations.

The list-vote system only applies when the entire Board of Directors is being replaced. If the Board of Directors must, during the course of the financial year, proceed to replace one or more Directors, it shall appoint by co-option pursuant to art. 2386 of the Civil Code, ensuring compliance with the requirements of law and of the Articles of Association regarding the composition of the board.

It is noted that the Issuer is not subject to any further provisions regarding the composition of the Board of Directors in accordance with the rules provided for by the TUF.

It should be noted, for the sake of completeness, that the Shareholders' Meeting called for June 15, 2021 will be called to resolve on certain proposals for amendments to the Articles of Association concerning, essentially, the methods for electing the members of the Board of Directors and of the Chairman, aimed mainly at reflecting the evolution that has taken place in the structure of the Company's shareholding structure, following the acquisition by the same of the status of public company. For more information, please refer to the explanatory report prepared by the Board of Directors on the only item on the agenda of the extraordinary session.

Lastly, it should be noted that, in terms of gender balance, on 1 January 2020 the provisions of the Budget Law 2020 entered into force amending articles 147-ter, paragraph 1-ter, and 148 paragraph 1-bis TUF. In particular, as concerns the renewal of corporate bodies that occurs subsequent to 1 January 2020, this law has: (i) increased the percentage of body members that must be taken up by the under-represented gender from at least one third to at least two fifths; this applies to both the administrative body and the control body; and (ii) extended the period of validity of this new criteria (minimum two fifths) - from the previous three consecutive terms of holding office - to six consecutive terms of holding office.

In furtherance of the above-mentioned new regulations, the Shareholder's agreed on 12 June 2021 the amendments to the Articles of Association, namely art. 13.6 (election of the members of the Board of Directors) and art. 21.13 (election of the members of the Board of Statutory Auditors), bringing the wording of said articles in line with the laws and regulations in force from time to time on the subject of gender balance in the composition of the administrative and control bodies of listed companies, and thus deleting the reference to one third criterion which is no longer applicable. The new provisions in any case shall be applicable with effect as of the date upon which the corporate body is subject to renewal, which the Shareholders' Meeting of Unieuro shall be required to resolve on, and which - for both the Board of Directors and the Board of Statutory Auditors - shall be the date of approval of the financial statements as at 28 February 2022. Moreover, by way of resolution No. 21359 of 13 May 2020, Consob amended art. 144 undecies.1 of the Issuers' Regulation to provide that, if the application of the gender-division criterion does not result in a full number of members belonging to the under-represented gender on those corporate bodies made up of three members, then said number shall be rounded down to the lower unit (without prejudice to those other cases which provide for rounding up to the higher unit).

Succession plan

As of 2019, Unieuro appointed a first-class specialist consultancy firm to support the Company in determining the succession plan for the Executive Director concerning the reporting line and the development of profiles for successors as provided for in domestic and international best practices.

Such plan, structured as a modular scheme consisting of several phases, lead to an analysis during the course of the Financial Year of the business context and the specific characteristics pertaining to the role of Executive Director, so as to fix a reference profile for possible suitable

candidates as well as to create a procedure for activation of said Plan. Analysis of the profiles of direct reports to the Executive Director shall be carried out subsequently.

4.2. Composition (pursuant to art. 123-bis, paragraph 2, letter d), d-bis), TUF)

The Board of Directors appointed on 18 June 2019 is made up of nine members. Its term in office shall expire upon approval of the financial statements as at 28 February 2022.

Bernd Erich Beetz, Catia Cesari, Monica Maria Luisa Micaela Montironi, Alessandra Stabilini, Marino Marin, Giancarlo Nicosanti Monterastelli, Gianpiero Lenza and Robert Frank Agostinelli were selected from the "majority" list presented by Monte Paschi Fiduciaria S.p.A. on behalf of IEH (voted by 59.55% of ordinary shares admitted to the vote), whereas Pietro Caliceti was selected from the "minority" list presented by institutional investors (voted by 26.80% of the ordinary shares admitted to vote).

Following the resignation of Robert Frank Agostinelli, Bernd Erich Beetz and Gianpiero Lenza, on 23 January 2020, the resulting lacunae in the Board of Directors of Unieuro was filled on 20 February 2020 by the appointment of Michele Bugliesi, Paola Elisabetta Galbiati and Stefano Meloni (who has held the office of Chairman of the Board of Directors since 24 February 2020). These appointments were confirmed at the Company Shareholders' Meeting convened on 12 June 2020 pursuant to and for the purposes of art. 2386 Civil Code.

As of the date of this Report, the composition of the Board of Directors is as shown in the following table.

Report on Corporate Governance and Proprietary Shareholdings

Name and Surname	Office Held	Year of birth	of Date of first appointment	In office since	In office until	List8	Exec/	Indep.9	at the meetings 10	Attendance Nr. of other positions11	Assignment s in listed companies12	CRC13		RAC14		SC15		RPC16
							Non Exec					Attendance10 17		Attendance 10	17	Attendance 10	17	Attendance1 0	17
Stefano Meloni	Chairman of the Board of Directors	1949	06/02/2017		20/02/2020 2022financial statements approval	N/A	Non Exec	TUF CG	15/15 (100%)	4	-	-	-	-	-	-	-	-	-
Giancarlo Nicosanti Monterastelli	Chief Executive Officer	1959	29/01/1998	12/12/2016	2022financial statements approval	M	Exec	-	15/15 (100%)	2	-	-	-	-	-	-	-	-	-
Michele Bugliesi	Independent Director	1962	20/02/2020	20/02/2020	2022financial statements approval	N/A	Non Exec	TUF CA CG	15/15 (100%)	7	-	-	-	-	-	1/1 (100%)	x	-	-

⁷ This column indicates the M/m depending on whether the member was elected from the list voted by the majority (M) or by the minority (m).

⁸ This column indicates the Directors' satisfaction of the independence requirements as established by law, as referred to in the Company's Articles of Association ("TUF"), the Self-Regulation Code ("SRC") and, from 1 March 2021, the Code of Corporate Governance ("CGC").

⁹ This column indicates the percentage of participation of the directors in the meetings of the BoD and of the members of the Committees in the meetings of the respective Committees (No. of attendance/No. of meetings held during the actual term of office of the person concerned in the reference year).

¹⁰This column indicates the number of positions of director or statutory auditor held on the date of the Report by the interested party in other companies compared to those held in UNIEURO. In brackets, if applicable, roles held in major entities are indicated (meaning "major entities": (i) companies with shares listed on regulated markets, including foreign markets; (ii) banks, insurance or financial companies, Italian or foreign, meaning financial companies relevant for the purposes of this guideline, financial intermediaries referred to in Article 106 of Legislative Decree no. 385 of 1993 (Consolidated Banking Law - TUB) and undertakings engaged in investment or collective saving management activities and services within the meaning of Legislative Decree No. 58 of 1998 (Consolidated Law on Finance - TUF). It is understood that, in the case of foreign companies, a substantial equivalence assessment must be carried out; (iii) other companies, Italian or foreign, with shares not listed on regulated markets and which, although operating in sectors other than those indicated in paragraph b above), have a net worth of more than 10 billion euro).

¹¹ This column indicates the number of positions of director or statutory auditor held on the date of the Report by the interested party in other listed companies compared to UNIEURO.

¹³ In this column reference is made to the meetings of the Control and Risk Committee (CRC) held in the reference year

¹⁴ In this column reference is made to the meetings of the Remuneration and Appointments Committee (RAC) held in the reference year.

¹⁵ In this column reference is made to the meetings of the Sustainability Committee (SC) held in the reference year.

¹⁶ In this column reference is made to the Transactions with Related Parties Committee (RPC) held in the reporting exercise.

¹⁷ In this column it is indicated with an "X" the membership of the component of the Board of Directors in the Committee and with a "P" the position of President of the Committee.

	Pietro Caliceti Independent Director	1965	18/06/2019	18/06/2019	2022financial statements approval	m	Non Exec	TUF CA CG	15/15 (100%)	1	-	-	-	15/15 (100%)	x	-	-	6/6 (100%)	x
Catia Cesari	Independent Director	1967	18/06/2019	18/06/2019	2022financial statements approval	M	Non Esec	TUF CA CG	15/15 (100%)	1 (of which 1 relevant)	1	-	-	15/15 (100%)	x	1/1 (100%)	P	-	-
Paola Elisabetta Galbiati	Independent Director	1958	20/02/2020	20/02/2020	2022financial statements approval	N/A	Non Esec	TUF CA CG	15/15 (100%)	3 (of which 3 relevant)	2	6/6 (100%)	x	-	-	1/1 (100%)	x	-	-
	Marino Marin Independent Director	1968	06/02/2017	06/02/2017	2022financial statements approval	M	Non Esec	TUF CA CG	15/15 (100%)	2	-	6/6 (100%)	P	15/15 (100%)	P	-	-	6/6 (100%)	P
Monica Luisa Micaela Montironi	Independent Director	1969	18/06/2019	18/06/2019	2022financial statements approval	M	Non Esec	TUF CA CG	15/15 (100%)	-	-	6/6 (100%)	x	-	-	-	-	6/6 (100%)	x
Alessandra Stabilini	Non-executive Director	1970	18/06/2019	18/06/2019	2022financial statements approval	M	Non Esec	-	14/15 (93.33%)	7 (of which 5 relevant)	4	-	-	-	-	-	-	-	-
	Number of meetings held during the reference year:								BOD: 15			CRC: 6		RAC: 15		SOST C: 1		RPCO: 6
147-ter TUF):	Indicate the quorum required for submission of lists by minority shareholders for the election of one or more members (per art.										4.5% as established by the Consob's Management Deliberation No. 48 of 7 May 2021

Personal and professional characteristics of each director (Article 144-decies of the Consob Issuers' Regulations)

Below is a list of other offices held by the Directors at the date of this Report as well as a brief curriculum vitae for each of them illustrating their personal characteristics, competence and experience gained.

Name and Surname	Company	Corporate Office Held
Stefano Meloni	Melpart S.r.l.	Chairman of the Board of Directors
	Samso S.p.A.	Chairman of the Board of Directors
	Populonia Italica S.r.l.	Chairman of the Board of Directors
	Populonia Green Park Sabrl	Chairman of the Board of Directors
Giancarlo Nicosanti	GNM Investimenti	Sole Director
Monterastelli	PallacanestroForlì2.015	Chairman
Michele Bugliesi	Distretto Veneziano della ricerca e dell'innovazione	Chairman of the Board of Directors
	Fondazione di Venezia	Chairman of the Board of
	SMACT Competence Center S.c.p.A	Directors Member of the Supervisory Board
	Marsilio Editori S.p.A.	Director
	M9 District Srl	Chairman of the Board of
	Fondazione M9	Directors
	Scuola Internazionale	Chairman of the Board of Directors
	Superiore di Studi Avanzati (SISSA)	Director
Pietro Caliceti	Custodia Valore S.p.A.	Director
Catia Cesari	Piquadro S.p.A.	Director
Paola Elisabetta Galbiati	Illimity BankIllimity Sgr	Director
	Arnoldo Mondadori Editore S.p.A.	Director
Marino Marin	Morrow Sodali Global LLC	Director
	MC Square Group of Companies	Chairman, CEO
Alessandra Stabilini	Librerie Feltrinelli S.r.l.	Director
	COIMA RES S.p.A.	Director
	Cerved S.p.A.	Director
	Brunello Cucinelli S.p.A.	Statutory Auditor
	Hitachi Rail STS S.p.A.	Statutory Auditor
	Aidexa S.p.A.	Director
	Illy Caffè S.p.A.	Statutory Auditor

STEFANO MELONI

Stefano Meloni graduated in Economics and Business from the Luigi Bocconi University of Milan, where he was also a professor of Extraordinary Finance. He started his career in Citibank N.A. in 1970, holding roles of everincreasing responsibility both in Italy and abroad, becoming General Manager in Capital Markets and subsequently General Manager of Citibank's activities for Italy. Having created and managed the business and financial banking services for Eptaconsors, he was appointed General Manager of Banco di Sardegna and Montedison, as well as President and General Manager of the Eridania Bèghin-Say Group. In 2001 he founded Hedge Invest SGR of which he was President until 2010. From 2002 to 2004 he was part of the Ferrero Group in the role of Executive Vice President of Ferrero International Luxembourg and Executive Vice President of P. Ferrero & C. Alba. In 2004 he founded Valore Reale SGR of which he was President until 2013. Until 2007 he was Senior Advisor for Italy for CVC Capital Partners and up to 2014 President of GGP (formerly Castelgarden) and President of Sardex up to 2017. He is currently Senior Advisor to Early Bird, a Luxembourg Venture Capital fund for investments in Central Europe and Turkey. During his career he has been a member of the board of directors of important and prestigious Italian and international companies, many of which are listed corporations, including Edison, La Fondiaria Assicurazioni, Milano Assicurazioni, Burgo, Banca Mercantile, Bonifiche Ferraresi, Polynt, Barclays Private Equity, as well as Banque de France and the CMF (Conseil des Marchés Financiers). Finally, he has been a director of ABI and a member of technical commissions within this organisation. A former member of the board of directors of Unieuro S.p.A. from 2016 to 2019, Mr Meloni also currently chairs the Boards of Melpart S.r.l., SAMSO S.p.A., Populonia Italica S.r.l. and Populonia Green Park Sabrl.

GIANCARLO NICOSANTI MONTERASTELLI

Giancarlo Nicosanti Monterastelli has built his entire career within Unieuro S.p.A. and has been Chief Executive Officer since 2005. Having gained an accounting degree in 1982 he was hired as a member of the administrative staff in the retail sale and distribution of household appliances and consumer electronic goods in the company then known as Sgm Distribuzione S.r.l. In 1986, he moved into the commercial department in the role of Buyer, just four years later becoming Commercial Director. In 2005, in conjunction with the entry of the private equity operator Rhône as a shareholder, Mr Nicosanti Monterastelli was appointed chief executive officer and he guided the company through an intense expansion and development process leading to acquisition of the former UniEuro (2013), listing on the STAR segment of Borsa Italiana in April 2017, obtaining the market leadership position (2019) and the transformation into a public company (2020).

MICHELE BUGLIESI

Michele Bugliesi holds a degree in Information Science from the University of Pisa, a Master in Computer Science from Purdue University (United States) and a PhD in Computer Science from the Université Paris VII Didier-Diderot (France). Former rector and Chairman of the Board of Directors of the Ca 'Foscari University of Venice for the six-year period 2014-2020, he is an internationally recognized computer scientist, manager and passionate promoter of digital transformation. He began his academic career in 1991 as a researcher at Ca 'Foscari, becoming Associate Professor in 2000 and Full Professor of Computer Science. A winner of numerous academic awards and acknowledgements, in recent years Mr Bugliesi has acted as board member for various public and private bodies, including CISET, VEGA, SMACT, Fondazione CINI, Fondazione di Venezia and Fondazione Università Ca 'Foscari Venezia, of which he has been chairman since June 2020.

PIETRO CALICETI

Pietro Caliceti has practised as a lawyer since 1992. Admitted to represent clients before the Italian Supreme Court, he specialises in corporate and financial law with a particular focus on mergers and acquisitions. After collaborating with leading Italian law firms, he founded his own firm in 2002. Since 2015 Mr Caliceti has been a

partner in the Milanese law firm Santa Maria. He has held positions as both director and statutory auditor in numerous companies, including listed Italian and foreign corporations. In addition to his role on the Board of Directors of Unieuro S.p.A., he currently sits on the board of Custody Valore S.p.A., an institution specialised in collateral backed finance. Mr Caliceti is author of numerous publications on legal matters. In 2016 he made his debut in fiction with the novel The Last Customer, which was followed in 2017 by BitGlobal, the first novel in the world focused on bitcoins.

CATIA CESARI

Catia Cesari graduated in Economics and Management from the University of Florence. Thanks to her robust experience gained in large multinational groups both in Italy and abroad, she has a strong specialisation in the generation and management of mergers and acquisitions, change management and sustainability. She is currently Managing Partner of Volta Circle Ltd. an investment company focused on the fashion, food and wellbeing sectors in the circular economy. Previously, she held senior positions in GE, GE Energy, Gucci, JAB Holding and primary private equity funds. Currently, Ms Cesari is also an independent Director on the Board of Directors as well as Chairman of the remuneration and appointments committee of Piquadro S.p.A.

PAOLA ELISABETTA GALBIATI

Paola Elisabetta Galbiati graduated in Business Administration from the Luigi Bocconi University of Milan, where she has been a professor of Corporate Finance since 1996. As of 1994 she has been a chartered accountant and statutory auditor in Milan. She practised her professional activity from 1982 to 2005 in Brugger & Associati (formerly Finlexis) as project manager and team leader (also taking on occasional temporary management roles - CEO in Dianos SpA from 2003 to 2005) and from 2005 to 2012 in AlixPartners as Independent Consultant. Ms Galbiati has previously held administration and control positions in numerous industrial companies including those on regulated markets, such positions including independent director of Fullsix S.p.A. (2013-2014), Silver Fir SGR (2016-2017), Servizi Italia S.p.A. (2012-2018), Teze Mechatronics (2013-2018) and standing auditor in Tamburi Investment Partners S.p.A. (2015-2018), independent director of Banca Popolare di Milano (2016), Banco BPM (2017-2020) and Banca Akros (2020). Currently, in addition to her role on the Board of Directors of Unieuro S.p.A., she sits on the board of Illimity Bank S.p.A. (since 2021) Arnaldo Mondatori Editore S.p.A (since 2021) Illimity Sgr (since 2020) and Dr. Ambrosoli Memorial Hospital Foundation (since 2010).

MARINO MARIN

Marino Marin gained a degree in Business Economics from the Luigi Bocconi University of Milan and a degree Business Administration from University ESADE Barcelona. He started his career at Mediobanca, where he was a member of the Financial Services department and then worked for more than twenty-five years in the Investment Banking and Principal Investments sectors. During his career he has provided corporate consulting on numerous international mergers and acquisition operations, having worked for UBS Warburg, Lehman Brothers, Rothschild and Lane Berry Inc. in the United States in the role of managing director. Mr Marin was also responsible for the creation of the Mergers and Acquisitions Department of UniCredit Banca Mobiliare S.p.A. in Italy. Mr Marin is the founder and current CEO of MC Square and has held office as Chief Executive Officer and General Manager of 1055 Partners LLC and Managing Director of Silverfern Inc., which are all United States-based co-investment platforms. In addition to his role on the Unieuro Board of Directors, Mr Marin is currently a Director of Morrow Sodali Global LLC.

MONICA LUISA MICAELA MONTIRONI

Monica Luisa Micaela Montironi graduated in law from the University of Milan and gained an LL.M. in Economics and Business Law from the University of Carlo Cattaneo - LIUC of Castellanza (Varese). She was admitted to the Milan Bar Association in 2000. Thanks to her significant experience gained in leading national law firms, Ms

Montironi specialises in mergers and acquisitions and corporate and commercial law. She is currently a Partner in Poggi & Associati law firm of which she founded the Milan office. In the past she has collaborated with various entities including NCTM law firm and Accenture S.p.A.

ALESSANDRA STABILINI

Alessandra Stabilini graduated in law from the University of Milan and is admitted to the Milan Bar Association. Specialised in corporate law - with a focus on listed companies - of financial markets, banking regulation, corporate governance, banks in crisis and financial intermediaries, she has twenty years of professional and academic experience. Ms Stabilini is currently equity partner of Nctm law firm and associate professor of Corporate Governance and Corporate Social Responsibility at the University of Milan. She also holds offices as independent director of COIMA RES S.p.A. SIIQ, Cerved Group S.p.A. and Aidexa S.p.A., and is Statutory Auditor of Brunello Cucinelli S.p.A. Hitachi Rail STS S.p.A. and Illy Caffè S.p.A.

Criteria and diversity policy

On 18 March 2021, following a preliminary analysis on the part of the Remuneration and Appointments Committee, the Board of Directors assessed the opportunity to proceed with the adoption of a specific diversity policy.

More specifically, the Board of Directors having noted during the above-mentioned Board meeting:

• that the adjustment of the Articles of Association in line with Law of 27 December 2019, No. 160 ("Budget Law 2020"), setting forth provisions on gender quotas in the administrative and control bodies of listed companies, occurred at the Shareholders' Meeting of 16 June 2020;
• the substantial uniformity of the provisions concerning diversity in the Self-Regulation Code to which the Company was already aligned - and the Corporate Governance Code;

decided not to adopt any specific policy, given that the set of regulatory provisions and regulations, including the provisions of the Self-Regulation Code and Corporate Governance Code, concerning the composition of the administrative, management and control bodies of the Company, allow for the adequate composition regarding aspects such as gender, age, experience, professional and personal characteristics.

The Board of Directors also took note that, on occasion of the renewal of the Board of Directors due to take place during the financial period 2022/2023, it will be necessary that the management body prepare guidelines also with reference to diversity criteria pursuant to the Corporate Governance Code.

In any case, it should be noted that the Board of Directors is currently made up of 5 members belonging to the most represented gender and 4 members belonging to the under-represented gender.

Maximum number of offices held in other companies

The Board of Directors, having considered that:

• in accordance with the provisions of the Self-Regulation Code for Listed Companies, each member of the Board of Directors is required to deliberate with knowledge of the facts and in autonomy, pursuing the objective of creating value for the Shareholders over a medium to longterm horizon, and undertakes to devote to the post held in the Company the time needed to

ensure diligent performance of his/her duties, regardless of the positions held outside Unieuro Group with full awareness of the responsibilities inherent to the office held;

• to this end, prior to accepting office at the Company and notwithstanding the limitations established by the provisions of law and regulations regarding the accumulation of posts, each candidate for the position of Director must carry out an assessment of his/her ability to perform the tasks so assigned with due attention and effectiveness, taking into account, in particular, the overall commitment required by those posts held outside of the Unieuro Group

deemed it unnecessary to express any stance with regard to the maximum number of administrative posts held by board members in other companies, considering it more appropriate that a check be conducted from time to time, as to the overall number of actually offices held.

Without prejudice to that stated above, on April 14 2020 the Board of Directors issued its guidance regarding the maximum number of administration and control offices deemed compatible with effective performance of the office of executive director or member of one or more Company internal board Committees ("Guidance"), as illustrated below.

• Executive Directors of Unieuro, being those Directors holding positions on any of the Company's intra-board committees - may accept and retain the office provided that they believe they can devote the necessary time to ensure the effective performance of their duties. Such evaluation shall take into account both the number and nature of the positions held in the administration and control bodies of the Relevant Companies (as defined below) and the commitment required of them to carry out their further professional activities and corporate offices.
• The companies considered as relevant for the purpose of the calculation of the accumulation of positions held in them are:
• a) Italian or overseas companies with shares listed on regulated markets;
• b) Italian or overseas companies which prevalently operate in the insurance, banking, securities brokerage, asset management or financial sectors;

collectively, "Relevant Companies".

• The guidance approved by the Board provides for the following:
• a) those persons holding the role of executive Director of Unieuro may hold up to a maximum of three positions as Director or Standing Auditor in Relevant Companies, in addition to the position held in Unieuro;
• b) Unieuro Directors who are members of the Unieuro intra-board committees may hold up to a maximum of five positions as Director or Statutory Auditor in Relevant Companies, in addition to the position held in Unieuro.
• For the purposes of counting the offices indicated above, any offices held in non-profit entities or companies directly and/or indirectly controlled by or associated with Unieuro are not taken into account.

• The Directors are required to provide the Board of Directors an annual update stating the administrative and/or control positions held. The Directors shall promptly inform the Board of Directors in the event the roles held by them exceed the limits indicated.

• Should the number of offices actually held exceed the limits set out above, the Board of Directors of Unieuro shall evaluate the situation from the viewpoint of the Company interests and may agree to exemptions (including temporary exemptions), giving reasons therefor.

On 15 April 2021 following a preliminary analysis on the part of the Remuneration and Appointments Committee, the Board of Directors verified that each Director who is a member of a Committee as well as the Chief Executive Officer is conformant with the Guidance.

Induction Programme

The CEO has ensured that the directors are able to participate, after their appointment and during their term of office, in the most appropriate manner, in initiatives aimed at providing them with an adequate knowledge of the business sector in which the Issuer operates, of the business dynamics and their evolution, of the principles of proper risk management and of the reference framework of rules and selfregulation (Application Criterion 2.C.2.).

As a result of the various regulatory changes affecting listed companies and the nature of Unieuro as a public company, the Board of Directors carried out a detailed updating and induction activity on: The Corporate Governance Code; the regulations on remuneration and transactions with related parties; privacy and cybersecurity issues; adjustment of the 231 Model.

4.3. Role of the Board of Directors (pursuant to art. 123-bis, paragraph 2, letter d) TUF)

Pursuant to the rules in force for companies with shares listed on regulated markets and in accordance with the recommendations of the Self-Regulation Code, the Board of Directors plays a central role in the Company's governance system, including in particular, determining how to pursue the strategic objectives of the Company and verifying the existence of the controls necessary for monitoring the performance of the Company itself.

In accordance with art. 16 of the Articles of Association, the Board of Directors is vested with all powers for the ordinary and extraordinary management of the Issuer. The Board of Directors is also responsible for adopting resolutions concerning: (i) mergers in the cases envisaged by articles 2505 and 2505-bis Civil Code according to the terms and conditions described therein; (ii) the opening and closing of secondary offices; (iii) the designation of the directors duly authorised to represent the company; (iv) a reduction in the share capital in the event of withdrawal of a shareholder; (v) amendments to the Articles of Association to comply with laws and regulations; and (vi) the relocation of the registered office within Italy.

Pursuant to the Self-Regulation Code, the Board is entrusted with the tasks of:

• examination and approval of the Issuer's strategic, industrial and financial plans as well as the periodic monitoring of their implementation;
• examination and approval of the strategic, industrial and financial plans of the group of which the Issuer is the head company, as well as the periodic monitoring of their implementation;
• definition of the corporate governance system of the Issuer;
• definition of the group structure of which Issuer is head company.

Pursuant to art. 18 Articles of Association, the Board of Directors shall meet at the Company registered office or at any other place as shall be indicated in the notice of meeting provided that such place is within Italy whenever the Chairman deems such meeting to be necessary, or by the vice chairman should the former be absent or prevented from calling a meeting.

The Board of Directors shall also meet where requested in writing by at least 3 (three) of its members (if the Board has seven 7 (seven) or 9 (nine) members) or by at least 4 (four) of its members (if the Board has 11 (eleven) to 15 (fifteen) members), to resolve on any specific management issue they deem of particular importance; this issue shall be mentioned in the notice of meeting.

For the purpose of providing appropriate further details regarding the items for discussion on the agenda, invitations to attend board meetings held during Financial Period were given to several senior staff of the Issuer in charge of pertinent corporate functions as well as several outside consultants. This enabled said board meetings to be used also as opportunities for the Directors to obtain adequate information with regard to the management of the Company.

More specifically, the Legal Director is an established participant in the meetings of the Board of Directors and he or she describes the topics pertinent to his or her function in relation to the matters on the agenda for the Board of Directors. The CFO and the Manager responsible for the preparation of the company's accounting documents also participate in most meetings of the Board of Directors, as does the Internal Audit Manager or the Company's Managers from time to time depending on the matters on the agenda, to describe specific topics connected with its business.

In accordance with art. 18 of the Articles of Association, the Board of Directors' meeting is quorate if the majority of its members are present. Meetings of the Board of Directors may also take place by videoconference or conference call, provided that each participant can be identified by all the others and that each participant is able to participate in the discussion of business in real time, as well as to send, receive and view documents. Provided these conditions are met, the meeting is deemed to be held at the venue from which the Chairman and Secretary take part.

The Board of Directors passes resolutions with the favourable vote of the absolute majority of board members present.

The Board of Directors meets regularly: During Financial Period it met 15 times (with meetings lasting an average of around 2.4 hours each) and attendance stood at around 99% for directors and 100% for Independent Directors. During current financial period, at least 10 meetings are scheduled (6 of which have already been held as of the date of this Report).

Furthermore, as a general rule, the appropriate documentation in support of proposals and the information necessary to enable the directors to knowledgeably express themselves on the matters discussed is made available to the directors at least five days before the board meeting date. Where, in specific cases, it is not possible to provide the necessary information within the timescale referred to above, the Chairman shall ensure that adequate more thorough knowledge is imparted during the board meeting. With regard to Financial Period, and as of the date of this Report, the directors and the Statutory Auditors have been provided supporting documentation in relation to the matters under discussion, particularly the resolution envisioned, in sufficient advance time, save for those particular issues in relation to which adequate and timely further in-depth information is generally obtained as a matter of course during the work of the board.

The Board of Directors has assessed management overall performance, particularly considering the information received from the bodies with delegated powers, and has periodically compared the results

obtained against those foreseen (Application Criterion 1.C.1., letter e).

In the board meeting which took place on 13 May 2021 the Board, having considered the opinion of the Control and Risk Committee and of the Remuneration and Appointments Committee, evaluated the adequacy of the Issuer's organizational, administrative and accounting structure as set up by the Chief Executive Officer, with particular reference to the internal control and risk management system (Application Criterion 1.C.1., letter c). As of this Report date, the Board has not established any general criteria for identifying transactions that have a significant strategic, economic, capital or financial impact on the Issuer itself. All transactions beyond the remit of the powers conferred upon the Executive Director are subject to approval by the Board of Directors.

The Shareholders' Meeting has not, in a general and pre-emptive manner, authorised any exemptions from the prohibition against competition provided for by art. 2390 of the Civil Code.

Moreover, in accordance with the provisions of the Consob Related Parties Regulation, the Company currently has a Related Party Transactions Management Procedure (as further described in Section 11 below), which provides for a specific procedure for implementing More Significant Transactions as well as Less Significant Transactions (as defined in the Procedure in accordance with the provisions of the Consob Related Parties Regulation), establishing, inter alia, that approval of the former is reserved to the Board of Directors of the Company, without prejudice to the matters for which the Shareholders' Meeting is responsible by law.

Please note that, in compliance with the Corporate Governance Code recommendations, the Company shall, during the financial period year 2021/2022, move to approve internal regulations to govern the functioning of the Board of Directors.

Board Evaluation

The Board of Directors assessed the operation of the said Board and its Committees, as well as their size and composition, also taking into account elements such as professional characteristics, experience, including managerial experience, the gender of members, their seniority in office, diversity criteria, as required by Application Criterion 1.C.1., letter g of the Self-Regulation Code.

For such assessment relating to the current Financial Period, the Company availed itself of the support of the consulting firm Management Search which assisted the Company in preparing the questionnaires to be sent to the members of the Board. Upon assigning the task to the aforementioned consultancy company, the Company asked Korn Ferry to take into account in the course of its activities, the recommendations set forth in the Letter of the Corporate Governance Committee dated 22 December 2020. The self-assessment process was carried out by way of individual interviews with the consultant so appointed, on the basis of a questionnaire prepared by said consultant which was reviewed and agreed on in advance by the Remuneration and Appointments Committee. The questionnaire was submitted and completed by the directors prior to the relative interviews, and includes comments or suggestions for any improvements deemed appropriate with regard to the composition and functioning of the Board and the committees established by these bodies.

All analyses and comments were processed by the consultant on an anonymous and confidential basis which does not identify the author, so as to facilitate freedom of expression on the part of each director, free from any constraints that could arise in another context, for example, during board meetings. At the end of the process, a summary document containing the results of the assessments expressed by

the individual directors, was furnished to the Remuneration and Appointments Committee and the Board of Directors on 8 April 2021 and on 15 April 2021 respectively.

The results of the board evaluation show a positive assessment made by the directors with regard to the size, numerical composition, combination of age, gender and experiences and professional and personal characteristics of the members of the Board of Directors. Overall, the directors considered that the Board has carried out an adequate activity during the reference period, having addressed the relevant business and financial topics, relying on a good mix of internal skills and on the spirit of duty of its members united by commitment and a sense of responsibility. The strengths of the current Board of Directors have been identified as:

• its broad level of involvement and commitment;
• the breadth of its debates and its ability to make further investigations;
• the timeliness of decision-making and reactivity to emergencies;
• its support furnished to management in a new socio-economic context, such as that imposed by the pandemic;
• constant commitment to the improvement of operating and governance processes.

Whilst the overall positive opinion given by the directors in the annual self-assessment report is underlined, for the purpose of improving the functioning of the Board of Directors and the Committees it has established, it has been suggested that the timing for making pre-meeting information available be brought forward to allow the Directors more time to prepare for the meetings and make the work of the Board more efficient. The majority of Directors also opined that those topics for improvement that emerged from the outcomes of the previous board evaluation were taken into due consideration during the past year.

As a concluding part of the board evaluation activity, the consultant conducted an analysis on how the evaluation process followed by the Company compares with that carried out by companies that constitute the reference benchmark. A comparative analysis was also carried out on boards of directors of sample companies in relation to various aspects such as: size, composition, mix of Director professional competencies.

In particular, this benchmarking activity looked at the following areas:

• the composition of the Board in terms of number, diversity, average age and professional activity of its Directors;
• the operativity of the Board and of the intra-board Board Committees
• the frequency of Board evaluations
• the manner of carrying out and methodology used for Board evaluations
• the disclosure levels for the results of the Board evaluation contained in the Corporate Governance report
• the corporate bodies subject of the assessment
• the specific areas subject to the assessment that were indicated in the Corporate Governance report

The benchmark reference was eight Italian listed companies comparable to Unieuro on the basis of the following characteristics: (i) membership in the STAR segment; (ii) company size; (iii) broadest possible shareholdings (iv) market dynamism. The comparison concluded that Unieuro operates in compliance with best governance practices.

4.4. Delegated bodies

Chief Executive Officer

Pursuant to art. 20 of the Articles of Association, the Board of Directors may delegate, within the limits of art. 2381 Civil Code, certain of its powers to one or more of its members, establishing their powers and, after consulting the Board of Statutory Auditors, the related remuneration. The Board of Directors may also require an executive committee to be appointed, composed of some of its members.

On 26 June 2019, the Board of Directors conferred the powers and duties of the Chief Executive Office upon Director Giancarlo Nicosanti Monterastelli. Said powers were amended by the Board of Directors on 15 April 2021 in order to render them consistent with the new organizational structure of Unieuro S.p.A.

As at the date of this Report, the powers and delegated duties attributed to the Chief Executive Officer are:

A. (contracts) the power to make, implement, enter into, negotiate, conclude, sign, finalise, modify and terminate: (a) leases involving businesses or lines of business (including so-called "shop in shop" set ups, lease agreements involving real estate, (i) by individual signature for total amounts not exceeding the maximum limit of €1,000,000 (one million) per single item , meaning the amount of rental agreed (including expenses) for each individual year of the term of the actual lease (if the rental increases the total amount is upwardly adjusted; if the rental is a percentage of revenues then the amount is calculated with reference to the store business plan, and (ii) this power of signature does not cover individual transactions over this 1 million limit (or items within in a single transaction which are each below the specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction), for which the Board of Directors remains exclusively and collectively responsible; (b) contracts relating to the provision of services, consultancy (legal, tax, technical, etc.), marketing, IT systems, telephone systems, call centre and customer care (i) by single signature where they involve commitments for the Company for total amounts not above the maximum limit of €2,000,000 (two million) per individual item and therefore (ii) this power of signature does not cover individual transactions over this 2 million limit (or items within in a single transaction which are each below the specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction), for which the Board of Directors remains exclusively and collectively responsible; (c) advertising and promotion contracts (including the acceptance of regulations for prizeawarding competitions as set out in paragraph 3 of art. 10 of DPR 430/2001), (i) with single and separate signatures where they involve commitments for the Company for overall amounts not above the maximum limit of €10,000,000 (ten million) per single item and (ii) this power of signature does not cover individual transactions over this 10 million limit (or items within in a

single transaction which are each below this specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction) per individual document and sponsorship agreements which tie the image of the Company to a testimonial, for which the Board of Directors remains exclusively and collectively responsible; (d) all risks insurance contracts, (i) by single signature where they involve commitments for the Company for overall amounts not above the maximum limit of €2,000,000 (two million) per single item and (ii) this power of signature does not cover individual transactions over this 2 million limit (or items within in a single transaction which are each below the specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction), for which the Board of Directors remains exclusively and collectively responsible; (e) tender contracts involving, by way of example, building works and plant facilities at sales outlets or the head office, as well as involving routine and extraordinary maintenance of Company real estate assets and real estate-related in general (such as, by way of example only, leases, bailment agreements, other) held by the Company (i) by single signature where they involve commitments for the Company for overall amounts not above the maximum limit of €1,000,000 (one million) per single item and (ii) this power of signature does not cover individual transactions over this 1 million limit (or items within in a single transaction which are each below the specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction) for which the Board of Directors remains exclusively and collectively responsible; (f) contracts for the supply of energy by single signature, without any limit on the value; (g) franchise agreements with the granting of licences to use the brand/logo, owned by the Company, corresponding to either the Unieuro or Unieuro City brand/format by single signature, with no limit on the amount; (h) framework agreements with suppliers concerning the purchase of goods destined for sale within the scope of ordinary activities, by single signature, with no limit on the amount; (i) purchase, sales or exchange contracts concerning movable assets destined for sale, by single signature, with no limit on the amount; (l) tender contracts for logistics services (by way of example only and not by way of exhaustive list, porterage, transportation, etc.)by single signature, with no limit on the amount; (m) purchase, sales or exchange contracts concerning movable assets (other than those mentioned above), including equipment for Company plant, office furniture, raw materials, motor vehicles, cars and every other type of movable asset whether or not such asset is required to be registered, (i) by single signature for total amounts not above the maximum limit of €2,000,000 (two million) per single item (as regards lease agreements, this means the sum of the rentals agreed for the entire effective duration of the lease), and therefore (ii) this power of signature does not cover individual transactions over this 2 million limit (or items within in a single transaction which are each below the specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction) for which the Board of Directors remains exclusively and collectively responsible; (n) out of court settlement agreements concerning trade receivables and/or payables disputes (i) by single signatures for total amounts not greater than the maximum limit of €500,000 (five hundred thousand) per single item, and (ii) excluding those trade receivables and/or payables disputes where the value of the claim exceeds €500,000 (five

hundred thousand) per single item (or settlement agreements which are each below this specific limit, however which in aggregate exceed this specific limit; this latter concerns those settlement agreements which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction), for which the Board of Directors remains exclusively and collectively responsible;

B. (finance) power to carry out any debit or credit transaction in Italy or abroad, with Banks, Financial Institutions and Postal Administrations in domestic or foreign currency, and in particular the power to: (a) negotiate, enter into, amend, terminate and settle: credit agreements, mortgage secured and unsecured loans, financing with authorised parties (i) by single signature provided the amount of the single transaction does not exceed the maximum amount of €15,000,000 (fifteen million), and therefore (ii) this power of signature does not cover transactions above this Euro 15 million limit (or items which are each below the specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction) for which the Board of Directors remain collectively responsible; (b) use all lines of credit granted to the Company, within the maximum agreed limit (by way of example, but not by way of exhaustive list, revolving lines of credit, facilities, etc.) without a limit on the amount of the individual transaction, with single signature; (c) negotiate, enter into, amend, settle, terminate finance lease agreements, with single signature, provided that the amount of the individual transaction does not exceed the sum of €2,000,000 (two million) and therefore (ii) this power of signature does not cover individual transactions above this Euros two million limit (or items which are each below this specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction) which remain the exclusive and collective responsibility of the Board of Directors; (d) negotiate, enter into, amend, settle factoring agreements and, generally, for credit assignment, whether transfer or acquisition thereof, by single signature up to the maximum amount of €10,000,000 (ten million) and, therefore, excluding single transactions more than €10,000,000 (ten million) in total (or items which are each below this specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction; (e) negotiate, enter into , amend, settle, terminate contracts relating to consumer credit, with single signatures with no limit on the amount; (f) receive, collect and use in the ascribed manner, cheques, wire transfers, letters of credit, and any other collection and/or payment instrument, whether in Italy or abroad, including the signature of non-transferable current account cheques and the endorsement for cashing current account cheques, money orders and any other negotiable instrument in favour of the Company, with the right to issue a receipt for full and final acceptance of the balance for all sums pertaining to the Company that are paid or accredited on whatever grounds, by single signatures; (g) apply to credit and insurance institutes for the issuance of guarantees surety bonds to guarantee fulfilment of the Company's obligations, by single signature for total amounts not exceeding the maximum sum of €1,000,000 (one million) per single item (or items which are each below this specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction); (h) issue guarantees or letters of patronage in the interest of other group companies (i) by single signature for total amounts not exceeding the maximum limit of

€1,000,000 (one million) per single document, and therefore (ii) this power of signature does not cover transactions above this Euro 1 million limit (or items which are each below the specific limit, however which in aggregate exceed this specific limit; this latter concerns those items which are between the same parties and concern the same subject matter so, as such, are deemed to be a segment of the same overall transaction) for which the Board of Directors remains exclusively and collectively responsible; (i) open, use, close (agreeing the relative terms and conditions) deposits on current accounts at banks, financial institutions and postal administrations, both in Italian and foreign currency, if necessary, designating the persons (also from employees or para-subordinate contractors pursuant to art. 409, no. 3 of the Code of Civil Procedure, and excluding agents and commercial representatives of the Company and other Unieuro group companies) who are permitted to operate on these accounts, conferring upon them the necessary powers to carry out deposit and withdrawal transactions within available limits previously agreed – with single signature; (l) enter into service agreements for the management of electronic money, transport of currency and all other matters to ensure the correct management of store takings, with single signatures, with no limit on the value; (m) represent the Company, before any financial administration office, administrative or tax commission at any level, in all procedures, including assessment and judicial proceedings at any level and before any venue, relating to duties, tax and contributions of any kind, with the right to endorse, present and discuss declarations, appeals, claims, briefs, applications and opposition documents before the competent authorities and commissions, including central commissions, as well as agree, reconcile and settle, demand and collect repayments of duties, taxes, charges and contributions, with single signature. To represent the Company in administrative and judicial proceedings with the power to bring court action before any level of court and before any venue, including the Italian supreme court of Cassation, to bring actions before any other authority, whether of an administrative or tax nature, by any process whatsoever, to defend against the actions and any act of the Finance Administration and against any applications brought against the Company and to appoint for such purpose attorneys-at-law, registered and chartered accountants, attorneys-in-fact and experts;

C. (staff) with regard to the staff of the Company, and for the carrying out of Company business, except as otherwise provided for below, the powers - in relation to operations of any amount to: (a) negotiate and enter into collaboration and contractor agreements for the supply of labour with authorized Employment Agencies, or contracts with autonomous labour resources (including job contracts, coordinated and continuous outside contractor agreements and/or project contract work and quasi-subordinate work contracts pursuant to art. 409, point 3), of the Code of Civil Procedure); (b) negotiate and enter into contracts with agents, dealers and commission agents and representatives for sales, with or without goods' storage facilities, whether in Italy or abroad; (c) negotiate and enter into contracts for the hiring of employees; (d) negotiate and determine the conditions and modalities of the employment relationship (also amending any such agreement in force), including remuneration policies and promotions; (e) adopt disciplinary measures; (f) terminate the labour and contractor relationships with the Company referred to above; (g) represent the Company before any appropriate labour and social security Authority, both with regard to independent personnel as well as employees, as well as before any Entity and/or Institutions provided for by law (such as, by way of example but not by way of exhaustive list, INPS, INAIL, pension and supplementary healthcare funds, Enasarco, the Labour Centre, the Labour Inspectorate, the Ministry of Labour, and the Territorial Labour Administration) as well as before any appropriate territorial labour office or body, with respect to the management of

staff and the completion of the processes inherent thereto (including, by way of example and by way of exhaustive list, notification of hiring and firing, apprenticeship agreements, apprenticeship projects, opening new INAIL-INPS positions, reporting of accidents and of disabilities), with the power for such purpose to freely agree on any covenant or condition that he or she deems necessary for the performance of the tasks entrusted to her/him; (h) sign off the tax and social security certification relating to contributions and remuneration as well as prepare, sign and submit forms for the payment of social security contributions and taxes; (i) sign settlement agreements relating to the labour relationship of employees and quasi-subordinate workers pursuant to art. 409, point 3), of the Code of Civil Procedure, for the Company, without any limit on the amount thereof; (l) file appearances in court and in any extrajudicial venue in any dispute relating to labour, pensions or social security with the fullest powers to reach settlement; (m) sign labour union agreements; (n) appoint, retain and remove attorneys-at-law, attorneys-in-fact and counsel, manage the enforcement of judgements and do whatever else is necessary and appropriate without exclusion or exception; (o) sign and submit to the appropriate offices and authorities, applications for financial facilities, facilitated financing grants, as well as funds, contributions or incentives provided for by EU, domestic or regional rules for the training and updating of personnel, providing all relevant information at the fact-finding level for the individual applications and signing off any communication or document relating to the management and progress of the investment programmes, including communications relating to the final accounting of investment programmes; (p) with the exclusion of the negotiation, adoption, termination and modification of contracts and of disciplinary sanctions of (i) managers with strategic responsibilities of the Company ("Managers with Strategic Responsibilities") as defined under legislation in force (IAS 24 paragraph 9 and Consob Regulation No.17221 of 12.03.2010 as updated from time to time), for which powers the Board of Directors retains exclusive collective responsibility; (ii) executives, other than Managers with Strategic Responsibilities, having gross annual salary equal to or greater than Euro 150,000.00 (one hundred and fifty thousand), for which the joint signature with the General Manager is required.

• D. (fiscal, tax and social security compliance) the power to manage and put in place all necessary activities in order to comply with the provisions of the various laws, regulations and administrative rules on fiscal, tax and social security matters, with the power to prepare and sign any pertinent record and declaration required by law;
• E. (Italian Antitrust Authority) the power to manage and put in place all necessary activities in order to comply with the provisions of the various laws and regulations to ensure protection against infringement of competition law, with powers to prepare and sign any pertinent record and declaration;
• F. (workplace safety) considering the type and structure of the current corporate organisation and, for the purposes of ensuring an ever more efficient and strict compliance with the legal occupational health and safety obligations, to identify the CEO, Giancarlo Monterastelli Nicosanti -considering his position on the corporate organizational chart and based on both his own experience and professional background - as the person most appropriate for assuming the tasks inherent to the role of employment provider as defined by art. 2, para. 1, letter b), of Legislative Decree no. 81 of 9 April 2008 as amended (the "Consolidated Act") for all areas of business activity and those relative to the workplace as well as those workplace appurtenances for which the Company has legal title to disposal of (the "Employment Provider"), granting to him/her all necessary powers of decision-making and expenditure for all aspects relating to the health and

safety of employees, meaning that the above-mentioned Employment Provider may, at his discretion, dispose of property of the Company with no limitation on such power, insofar as he/she deems it necessary to guarantee the best possible conditions of safety and health for employees; as Employment Provider, he/she shall also have, among other things, the power to represent the Company in matters of social security and workplace personal injury prevention before all appropriate bodies, including supervisory bodies and judicial authorities, as well as in relation to employees and their representatives, suppliers, outside contractors and other contractors working in cooperation with the Company, in general. Notwithstanding the foregoing, the powers of the Employment Provider to delegate certain of his functions within the limits and under the conditions set forth in arts. 16 and 17 of the Consolidated Act, remains unaffected. Therefore, the Chief Executive Officer is conferred all powers relating to the handling and adoption of all necessary safety measures, providing for all appropriate personal injury and fires prevention activities as well as those relating to occupational health and safety and mandatory insurance with the power to make all payments necessary for that purpose and availing of consultants and entering into contracts with them with no limit on expense, by single signature; In particular but not by way of limitation, the CEO is conferred the powers to organise and coordinate the functions of company safety, fire prevention, accident prevention, and occupational health and safety, and he/she is permitted to delegate or sub-delegate the apposite powers to employees and contractors by means of the notarised powers of attorney and, in any event in compliance with the provisions referred to in the Consolidated Act. By way of example, the following are included in the powers conferred to the CEO: (i) ensure company compliance with the with the legislation protecting the occupational health and safety of workers, including compliance with the provisions of the Consolidated Act; (ii) updating staff on the legislation and on proper use of facilities, machinery and tools, and to supervise the effectiveness of facilities and the conduct of employees, also in the light of the provisions of the Consolidated Act, with the aim of protecting the workers themselves from risks including those arising from exposure to chemical, physical and biological agents; (iii) to supervise all tasks necessary to ensure compliance with accident prevention rules in general and against occupational illnesses within the company, including those provided for under mandatory insurance of personal injury in the workplace and occupational illnesses pursuant to Presidential Decree no. 1124 of 30/6/1965 and subsequent amendments.

• G. (environmental protection) all powers regarding environmental protection and protection against noise, electromagnetic, water, atmospheric and soil pollution, complying with the rules in force, including the power to organise and coordinate corporate functions regarding ecology and environmental protection and to manage the waste produced by the company business or in any manner deriving from it, as well as the disposal thereof, with full powers of sub-delegation. The powers may include those to confer powers of representation and independent management of funds to enable the actual implementation of the activities sub-delegated to employees or contractors whenever their involvement is deemed appropriate, depending on the need for technical specialisation or particular professional qualification, mindful also of compliance with the provisions referred to in Legislative Decree no. 152/2006 ("Environmental Rules") and the subsequent amendments thereto, as well as the power to use consultants and to enter into contracts with them without limitation on expense and by single signature;

• H. (privacy protection)

• (i) take decisions on behalf of the Company regarding the processing of personal data owned by the Company and implement all the technical and organizational measures necessary to guarantee, and be able to demonstrate, that the processing is carried out by the Company in accordance with Regulation (EU) 2016/679 ("Regulation") and in general with the applicable legislation, including Legislative Decree no. 196/2003, as amended by Legislative Decree no. 101/2018 and the provisions of the regulatory authorities regarding the protection of personal data pro tempore applicable (hereinafter "applicable legislation");

• (ii) appoint the data protection officer ("DPO") pursuant to article 37 of the Regulation and interact with them in accordance with the provisions of art. 38 of the Regulation;
• (iii) designate the persons authorized to process personal data, who will operate under his direct authority and in accordance with his instructions, as well as any person(s) who may be in charge of a unit for which the scope of the data processing allowed to its employees is identified, and give them the necessary instructions so that they may operate in compliance with the regulations in force at the time and carry out their training on protection of personal data;
• (iv) identify, if necessary, within the company organization, the names of persons who, due to experience, ability and reliability, can suitably guarantee full compliance with the applicable legislation, including in terms of security and authorizing them to process personal data belonging to the company and delegating to them all the necessary and appropriate powers, so that each of them shall, in the name and on behalf of the same company do the apposite tasks, by way of example only,: prepare and disclose in the manner ascribed by the applicable legislation, information concerning the processing of personal data and, where requested, the collection of any consents necessary for the processing of personal data, according to the procedures provided for by the applicable legislation; select the service providers in the manner indicated in per paragraph (v) below, and enter into data processing agreements, pursuant to Article 28 of the Regulation; draw up, where required with the support of the data protection officer, the requisite data protection impact assessment("DPIA") pursuant to art. 35 of the Regulation; in the event processing is in legitimate interests of the company pursuant to art. 6 (1) (f) of the Regulation, then draw up the necessary assessment illustrating the balancing of the legitimate interest of the company with the rights and freedoms of the interested parties ("legitimate interest assessment" or "LIA");
• (v) when choosing external service providers and professionals to process personal data owned by the company, to select subjects of which their experience, ability and reliability provides a suitable guarantee of full compliance with the applicable legislation, concerning the processing of personal data, including in terms of security, and entering into agreements with them for the processing of personal data pursuant to article 28 of the Regulation;
• (vi) negotiate, enter into, subscribe to, sign, renew, terminate and modify collaboration, consultancy agreement for the provision of professional services in the field related to the processing of relevant personal data pursuant to the applicable legislation on the protection of personal data, commission studies and codes of conduct pursuant to art. 40 of the Regulation, by signing the relative contracts and documents as well as confer and revoke professional appointments in relation to the foregoing;
• (vii) maintain and control the personal data being processed, in such a way as to reduce to a minimum, through the adoption of appropriate and preventive security measures, including

the application of the procedure on the management of data breach pursuant to Articles. 33 and 34 of the Regulation, the risks of infringement of personal data laws;

• (viii) maintain adopt, in compliance with the regulations in force at the time, the technical and organizational measures, including all the procedures contained in the company's privacy organizational model that shall be suitable to, and shall, guarantee compliance of the processing with the principles of, the applicable legislation;
• (ix) draw up the Processing of Data Register pursuant to art. 30 of the Regulation and keep it constantly updated;
• (x) plan and execute, in agreement and collaboration with the Data Protection Officer and with the relevant internal functions, the audits envisaged by the applicable legislation, in particular with reference to the security measures and the obligations relating to system administrators (where applicable);
• (xi) perform whatever activity as may be necessary to correct any non-conformities reported by the Data Protection Officer in the exercise of his functions and those reported by the relevant functions or during audit with a view to continuous improvement required by the most recent security standards (for example: ISO/IEC 27001);
• (xii) represent the Company in disputes, both judicial and extrajudicial, in the cases provided for by the applicable legislation on data protection, vested with the broadest powers, including those for appointing and revoking lawyers, counsel to bring/defend disputes, arbitrators and experts, as well as those to conciliate and settle disputes, ensure enforcement of judgements, and do whatever is necessary and appropriate, with no exceptions or exclusions;
• (xiii) manage, together with the Data Protection Officer, relations with the Regulatory Authority (the "Privacy Regulator"), on behalf of the Company, in accordance with in the provisions set out in the "procedure for cooperation with the authority" and to file appeals, complaints, requests for prior consultation, opinions or other;
• (xiv) in any case, carry out any activity, adopt any decision and implement any necessary initiative to guarantee, and be able to demonstrate, that the processing is carried out by the Company in compliance with the applicable legislation;

For matters not expressly mentioned above, to fully implement the applicable legislation, including the provisions adopted by the Privacy Regulator or any other authority regarding the protection of personal data, in Italy and abroad, where applicable;

• I. all powers necessary to represent the Company before administrations, authorities, entities and offices whether national, regional, provincial or municipal in the handling, presentation and signature of all operations aimed at opening, restructuring, expanding and adapting shops and central offices;
• J. sign and/or submit complaints to any appropriate authority (including- by way of example only public safety, security and judicial authorities) in relation to thefts and burglaries of goods, missing cash and other such events at the sales outlets, warehouses, central office or any place where the Company may do business;
• K. carry out, with representatives of the Bank of Italy, customs, consulates, chambers of commerce and any public or private entity, all operations of shipping, clearance, withdrawal of goods, securities or instruments, valuables, parcels, and letters, including where registered/certified and insured, and/or in any manner inherent to importing and exporting in general (whether or not subject to specific regulation), including temporary operations, operations in transit and free-of-

charge operations, for any goods, including for warehouse), with the power to issue receipts by way of discharge and declarations of release, to grant restrictions and discharges, to sign the documentation required for customs and consular purposes, as well as to pay and collect amounts relating to customs fees;

• L. representation before the courts: (i) represent the Company before any judicial, administrative, tax, ordinary and special authority in any proceeding at any level and venue, and before mediation bodies, with the power to sign petitions, appeals, declarations of concordance under Legislative Decree no. 218 of 19 June 1997 as amended, claims for exemption and refund, both verbal and written, on any subject matter, bringing and maintaining actions in the civil, criminal and administrative courts, of whatever nature, including declaratory actions, enforcement, currency exchange actions, joinder as civil party, and, as well, proceedings for bankruptcy, composition and judicial administration and moratorium and extra ordinary administration fulfilling the pertinent formalities and thus managing the appointment of special delegation parties, attorneys-in-fact and attorneys-at-law, attorneys-in-fact for actions and proceedings, arbitrators, experts and referees, to elect domicile, to commit to arbitration, including amicable ADR , for any and all disputes in which the Company may have an interest; (ii) validly propose and sign settlements, whether for in court or out of court settlements, and records of conciliation, including under art. 48 of Legislative Decree no. 546 of 31 December 1992 as amended, within the limit of obligation for the Company of €5,000,000 (five million) (or the equivalent thereof in another currency) for each matter; (iii) represent the Company in any and all tax issues or matters, before any authority or office, including tax, registry and customs commissions and expert panels;
• M. (legal representation) the legal representation of the Company, subject to the same limitations as the matters entrusted to the Chief Executive Officer as set forth above, and always within those limitations, the power to sign administrative correspondence of the Company.

The CEO holds the status of principal executive in charge of management of the enterprise (Chief Executive Officer).

It is noted that the circumstance of an interlocking directorate as provided for by Application Criterion 2.C.6. of the Self-Regulation Code does not arise; the Chief Executive Officer of Unieuro, Giancarlo Nicosanti Monterastelli, does not in fact hold management positions in companies outside of the Group, in respect of which a different director of Unieuro is Chief Executive Officer.

Chairman of the Board of Directors

Pursuant to art. 17 of the Articles of Association when not provided for by the Shareholders' Meeting, the Board, shall elect a Chairman and possibly one or more Vice Chairmen from among its members, to hold office the same term as that of the Board of Directors.

The Chairman may not assume executive responsibilities on the Board of Directors and shall exercise the functions required under applicable legislation and regulations.

More specifically, the Chairman of the Board of Directors: (i) has the power to represent the Company; (ii) presides over the Shareholders' Meeting; (iii) convenes and chairs the Board of Directors meetings, sets the agenda, coordinates its activities and ensures that all directors receive adequate information about the items on the agenda; (iv) monitors the implementation of the Board's resolutions.

Following the resignation of Bernd Beetz from his office as Chairman of the Board of Directors tendered on 23 January 2020, the Board of Directors appointed Mr Stefano Meloni as Chairman on 24 February 2020. Such appointment was approved at the Shareholders' Meeting held on 12 June 2020.

Executive Committee

Pursuant to article 20 of the Articles of Association, the Board of Directors may also decide that an executive committee be created, such committee composed of several of its members.

At the date of this Report no executive committee has been created.

Reporting to the Board

As provided for by art. 2381, para. 5, Civil Code, in Application Criterion 1.C.1., letter (d) of the Self-Regulation Code and Section20.2 of the Articles of Association, delegated bodies are required to report to the Board of Directors - promptly and at least quarterly - duly reporting during the Board meetings at which at least one representative of the Board of Statutory Auditors is present, on the activities carried out, the overall performance of the management and the foreseeable evolution thereof, as well as the most significant transactions in terms of size and characteristics carried out by the Company.

The Articles of Association also state that the directors promptly report, at least on a quarterly basis, to the Board of Statutory Auditors on the activities carried out and on the most significant economic, financial and asset transactions carried out by the Company or its controlled companies and, in particular, on transactions in which such directors have an interest, be it on their own behalf or on behalf of third parties, or which are influenced by the party who may exercise direction and coordination. Such information is usually given at meetings of the Board of Directors.

4.5. Other executive directors

There are no other Executive Directors except for the CEO, Mr Giancarlo Nicosanti Monterastelli.

4.6. Independent Directors

Pursuant to the provisions of article 147-ter, paragraph 4 TUF, where the Board is made up of more than seven members, then at least two of them must meet the independence requirements established for the Board of Statutory Auditors under art. 148 paragraph 3 TUF.

Furthermore, according to the provisions of art. 2.2.3, paragraph 3 letter m) of the Stock Market Regulations and of art. IA.2.10.6 of the Instructions to the Stock Exchange Regulations, where the boards consist of 9 to 14 members, at least three of them must satisfy the requirements under articles 2 and 3 of the Self-Regulation Code.

Principle 3.P.1 of the Self-Regulation Code provides that an adequate number of non-executive directors must be independent, which means that they must not have, or have had recently, any direct or indirect dealings with the issuer or with any issuer-related party that could be such as to compromise their impartiality of judgement.

The Board verifies the continued application of the above requirements based on the information that the interested parties are required to provide under their own responsibility pursuant to article 12 of the Articles of Association and in any case information that is available to the Board.

The Board's finding, during the first meeting after its appointment, such meeting being held on 26 June 2019 in the presence of the Board of Statutory Auditors was that it considers Pietro Caliceti, Catia Cesari, Marino Marin and Monica Luisa Micaela Montironi to be - and on the 20 February 2020 that it considers Michele Bugliesi, Paola Elisabetta Galbiati and Stefano Meloni to be - persons satisfying the requirements to qualify as independent directors according to the application criteria defined in the Self-Regulation Code and the criteria of art. 147-ter, paragraph 4 TUF which reiterates the criteria set forth in art. 148 TUF.

On March 18 2020 the Board of Directors, upon the favourable opinion of the Remuneration and Appointments Committee and in the presence of the Board of Statutory Auditors, confirmed that Stefano Meloni complies with the independence requirements pursuant to arts. 147-ter, paragraph 4 and 148 paragraph 3 TUF. However, as specified below, in virtue of his assuming the office of Chairman of the Board of Directors on 24 February 2020, he lost the qualification of independence for the purposes of the Self-Regulation Code.

At its last meeting held on 14 April 2020, also in the presence of the Board of Statutory Auditors and following a preliminary assessment by the Remuneration and Appointments Committee, the Board verified the continued existence of the independence requirements with regard to the aforementioned members of the Board of Directors according to the application criteria defined in TUF and as provided for in the Self-Regulation Code.

More specifically as concerns the Directors in office, the Board of Directors on the basis of the declarations made by the Directors and the information available to the Company, found that six Directors meet the independence requisites provided for by law and referred to in the Company's Articles of Association (Michele Bugliesi, Pietro Caliceti, Catia Cesari, Paola Elisabetta Galbiati, Marino Marin and Monica Luisa Micaela Montironi) who:

(i) do not control the Issuer, whether directly or indirectly or through controlled companies, trustee companies or any third party nor are they able to exercise significant influence over the Issuer;

(ii) are not party, whether directly or indirectly, to any shareholders' agreement through which one or more individuals can exercise control or significant influence over the Issuer;

(iii) are not, and have not been in the previous three financial years, top-level executives (meaning the Company Chairman, Chairman of the Board of Directors, an executive director or a key manager) of the Issuer or of a strategically significant controlled company thereof or of a company which is subject to joint control, a company or an entity which, jointly with others through a shareholders' agreement, controls the Issuer or is able to exercise significant influence thereover;

(iv) do not hold, and have not held in the previous company financial year, whether directly or indirectly (for example through controlled companies or companies in which they act as top level executives, having the same meaning as that indicated under point (iii) above, or as partners of a professional firm or a consulting company), a significant commercial, financial or professional relationship: (a) with the Issuer, a controlled company or any top-level executives, pursuant to point (iii) above, thereof; (b) with any individual which, including jointly with others through a shareholders' agreement, controls the Issuer, or if this is a company or an entity, having top-level executives, having

the same meaning as under point (iii) therein or (c) they do not hold and have not held in the previous three financial years an employment relationship with the aforementioned entities and individuals;

(v) notwithstanding the indications under (iv) above, they do not have any freelance or employment relations, or any other relations of a pecuniary or professional nature such that their independence would be compromised: (a) with the Issuer, its controlled companies or parent company or any company subject to joint control; (b) with the Directors of the Issuer; (c) with individuals that are spouse to, or are blood relations or relations by operation of law up to the fourth decree of the directors of the companies under point (a);

(vi) do not receive, and nor have they received in the preceding three company financial years, from the Issuer or a company that is a controlled or parent company of this latter, any significant additional remuneration compared to the "fixed" emolument payable to a non-executive director of the Issuer, including participation in incentive schemes which are connected to company performance, including stock-based plans;

(vii) have not been Directors of the Issuer for more than nine of the last twelve years.

(viii) have not held the position of executive director in another company in which an executive director of the Issuer is a director;

(ix) are not shareholders or directors of a company or an entity belonging to the network of companies that has been assigned to carry out the legal audit of the Issuer's accounts;

(x) are not close family members of a person that is in one of the situations listed above and in any case is not a spouse or blood relative or relative by operation of law up to the fourth degree, of directors of the Issuer, or directors, spouses, or blood relatives or relatives by operation of law up to the fourth degree of directors of the companies controlled by the Issuer or that control the Issuer or that are under joint control with the Issuer.

Board member Stefano Meloni was deemed as independent pursuant to the law and the Self-Regulation Code at the time of his appointment as board member. Notwithstanding that his subsequent appointment as Chairman of the Board of Directors has not affected his status as independent director pursuant to the law, he is however no longer deemed independent under the Self-Regulation Code on grounds he is considered a key Company officer.

The Board of Statutory Auditors, within the remit of the tasks entrusted to it by law, verified the correct application of the confirmation and verification criteria adopted by the Board to assess the independence of its members and the results of these checks will be disclosed to the market within the remit of the statutory auditor's report to the Shareholders' Meeting.

Please note that, in application of Recommendation No. 7 of the Corporate Governance Code - which specifies determined circumstances deemed to compromise or that would appear to compromise, the independence of a director (as well as that of an auditor, pursuant to Recommendation No. 9) - the Board of Directors on April 15 2021 following a preliminary assessment carried out by the Remuneration and Appointments Committee, laid down the assessment criteria to measure the relevant nature of commercial, financial or professional relations of independent directors with the Company, as well as any additional remuneration received by said directors in relation thereto. More specifically, the Board of Directors deems a Director to be independent based on the following factors, without prejudice to the assessment of particular circumstances based on the specific case:

• the total value of any commercial, financial or professional relationships maintained during the current year or in the three previous years with the Company and/or its subsidiaries or with its executive directors or top management or with a person who controls the company or with the related executive directors or top management, does not exceed the lesser amount between:

o 5% of the annual turnover of the company or entity of which the Director has control, or is a key representative of, or of the professional firm or consulting company which he/she is a partner in;

o (i) Euro 300,000 (meaning an annual fee for professional services rendered to the Company by the company or body over which the Director has control of or of which he/she is a key representative or by the professional firm or company consultancy of which he/she is a partner in or (ii) Euro 150,000 (meaning an annual fee for the professional services rendered to the Company by the Director as an individual professional).

• the additional remuneration paid directly to the Director during the current financial period or in the three previous financial periods (i) by the Company or (ii) by its parent company or any subsidiaries thereof, does not exceed the overall remuneration he/she receives due to his/her office and participation in those committees recommended by the Corporate Governance Code or envisaged by the legislation in force.

The Board also specified that the fact of being a "close family member" of a person who exceeds one of the above-mentioned thresholds is also a circumstance deemed relevant to the compromising of a director's independence, whereby "close family members" are deemed to be parents, children, spouses who are not legally separated and cohabitants, in alignment with that set forth in the Q&A to the Corporate Governance Code published in November 2020 by the Corporate Governance Committee.

On May 13 2021, the Board of Directors, following a preliminary assessment carried out by the Remuneration and Appointments Committee, therefore:

• confirmed its previous assessment as regards possession of the independence requirements established by law, on the part of the Chairman Stefano Meloni and the Directors: Michele Bugliesi; Pietro Caliceti; Catia Cesari; Paola Elisabetta Galbiati; Marino Marin; Monica Luisa Micaela Montironi;
• confirmed the previous Board assessment as regards possession of the independence requirements recommended by the new Corporate Governance Code on the part of the Directors: Michele Bugliesi; Pietro Caliceti; Catia Cesari; Paola Elisabetta Galbiati; Marino Marin; Monica Luisa Micaela Montironi;
• confirmed that non-executive director, Alessandra Stabilini, is not deemed to be an independent director.

The Board also assessed Chairman Stefano Meloni to be independent pursuant to the Corporate Governance Code, on grounds that said new Corporate Governance Code no longer considers the sole fact of being a key representative, a term that included the office of Chairman regardless of whether holding an executive office or not, to be construed as a lack of independence.

The Board of Statutory Auditors has always checked on the correct application of the assessment criteria and procedures adopted by the Board to assess the independence of its members.

During the Financial Period the independent Directors met without the other directors on one occasion at an autonomous' meeting held on 19 February 2021 in order to agree on the guidelines for the performance of their role within the Company's Board of Directors and of the intra-board committees. At such meeting, the Independent Directors also addressed the issue of the effectiveness of the Board of Directors, taking also into account their task of overseeing the regularity of internal processes. The independent directors concluded they are satisfied with the dynamics in place to perform interaction between the diverse Board members and between said Board and the Company management.

4.7. Lead Independent director

In consideration of the fact that the offices of Chairman and Chief Executive Officer are held by different persons and mindful that the office of Chairman is held by a person who does not control the issuer nor hold an executive office, the Company has not designated an independent director as lead independent director on grounds that the conditions set forth in application criterion 2.C.4 of the Self-Regulation Code are not met.

This decision was also confirmed at the meeting of the Board of Directors held on March 18 2021 at which the Board resolved to adhere to the new Corporate Governance Code.

5. PROCESSING OF COMPANY INFORMATION

The Board of Directors of the Company, at its meeting on 12 July 2018, approved the new releases of:

• (i) the "Internal regulation for the management of insider and relevant information";
• (ii) the "Internal regulation relating to the keeping of the register of persons who have access to insider and relevant information";
• (iii) the "Internal Dealing Regulation",

originally adopted on 12 December 2016.

The above-mentioned regulations are in line with the rules governing market abuse, outlined by MAR and can be found on the Issuer's website in the section "Corporate Governance/Corporate documents and procedures".

5.1. Internal regulation for the management of Relevant Information and Insider information

The Internal regulation for the management of relevant information and insider information dictates certain procedural safeguards aimed at ensuring correct management of corporate information involving the Issuer and which involve insider information pursuant to the existing regulation. It is also the goal of the regulation to prevent certain recipients of such information, from using it in order to carry out speculative transactions on the market, to the detriment of investors, who are not aware of this information.

Note that: (i) "Insider Information" means information of a precise nature which has not been made public and which directly or indirectly concerns the Company or its financial instruments which, if made public, could have a significant influence on the prices of the Company's financial instruments; (ii) "Relevant Information" means any information or news not yet classified as Insider Information that the Company deems relevant, as it relates to data, events, projects or circumstances that, continuously, repetitively, periodically, or occasionally, occasional or unexpected, directly concern the Company itself and that can, at a later stage, become Insider Information; and (iii) "Confidential Information" means any information or information that cannot be classified as Insider Information concerning, directly or indirectly, the Company and/or its controlled companies ("Controlled Companies"), which is not in the public domain or that it is by its nature confidential or exclusive to the Company and/or its Controlled Companies, acquired by the recipients in the performance of their duties and/or functions.

The Regulation is applicable to all those who have access to Relevant Information and/or Insider Information and/or Confidential Information, in particular: (i) members of the management, administrative and supervisory bodies, the members of the Company's Committees and the members of any Controlled Companies; (ii) employees; (iii) natural and legal persons who, on account of their employment, profession or duties, have regular or occasional access to Confidential Information, Relevant Information and/or Insider Information.

5.2. Internal regulation relating to the keeping of the registers of persons who have access to Insider Information and Relevant Information

If the information is assessed to be Relevant Information, it must be recorded in a specific section of the Relevant Information Register ("RIL"), established and updated by the Company, pursuant to the laws and regulatory provisions in force at the time, indicating the subjects who have access to Relevant Information in virtue of the work or professional activity carried out or the functions performed by them.

The Company has set up a register in an electronic form pursuant to the legal and regulatory provisions in force at the time (the "Register") which it shall keep updated, indicating the persons who, by virtue of the work or professional activity performed or of the functions performed, have access to Insider Information, also on a delayed basis. The Register is made up of a several distinct sections, one for each set of Insider Information, containing data about the subjects with access to that specific Insider Information. A new section shall be added to the list each time new Insider Information is identified. In addition, a permanent section has been established which lists the names of those persons who always have access to Insider Information because of the functions or tasks performed by them.

The internal regulation concerning the keeping of the Register of persons having access to Insider Information and of the Register of persons having access to Relevant Information sets forth the rules and procedures for keeping and updating the Register and the RIL.

5.3. Internal Dealing Regulation

The Internal Dealing Regulation, amended by the Board of Directors on 12 July 2018 to reflect the changes made to the Consob Regulations by means of resolution No. 19925 of 22 March 2017, sets out a procedure relating to the disclosure obligations imposed on relevant persons and persons closely associated with the relevant persons, who perform transactions on shares, on derivative financial instruments or on related financial instruments.

The "relevant persons" are: (a) members of the Company's administrative or supervisory body; (b) executives who, although not members of the Company's administrative or supervisory bodies, have regular access to Insider Information concerning the Company directly or indirectly and hold the power to adopt decisions that may affect the Company's future evolution and prospects, as from time to time identified by name by the Board of Directors of the Company or by any party delegated by the Board; (c) persons performing the functions referred to in subparagraphs (a) and (b) above in a company controlled directly or indirectly by the Company, if book value of the shareholding is more than 50% of the assets of the Company based on the last approved financial statements; and (d) anyone holding a shareholding, calculated in accordance with article 118 of the Issuers' Regulations, of least 10% of the Company's share capital, with voting rights attached thereto, as well as any other entity that controls the Company.

The Internal Dealing Regulation, inter alia, identifies the relevant transactions for the various persons targeted by the applicable legislation, the materiality threshold of such transactions and contains the rules regarding management, processing and communication of information relating to such transactions.

6. BOARD COMMITTEES (pursuant to art. 123-bis, paragraph 2, letter d) TUF)

Pursuant to articles 4, 5, 6 and 7 of the Self-Regulation Code which recommend that listed companies establish within their boards of directors, intra-board committees in charge of specific areas, on 26 June 2019 following its own taking of office, the Board of Directors established the following committees which will submit proposals and provide advice.

• Remuneration and Appointments Committee
• Control and Risk Committee
• Related Parties Committee

In view of the Company's organisational needs, its mode of operation and the size of its Board of Directors, the Company has established a single committee for remuneration and appointments pursuant to Articles 5 and 6 of the Self-Regulation Code, which is responsible for making enquiries, providing advice and offering suggestions to the Board of Directors.

On 12 November 2020, the Board of Directors, mindful of the growing importance of social and environmental matters in the corporate governance systems of listed companies, approved the establishment of a Sustainability Committee within its organization, such committee to carry out propositional and consultative functions to said Board on sustainability related matters, evaluating the processes, initiatives and activities to oversee Unieuro's commitment to create long-term value for the benefit of all its stakeholders.

Therefore, as of the date of this Report, Unieuro's internal committees are as follows:

Control and Risk Committee (CRC)	Remuneration and Appointments Committee (RAC)	Sustainability Committee (SC)	Related Parties Committee (RPC)
Marino Marin (Presidente)	Marino Marin (Presidente)	Catia Cesari (Presidente)	Marino Marin (Presidente)
Paola Elisabetta Galbiati	Catia Cesari	Michele Bugliesi	Pietro Caliceti
Monica Luisa Micaela Montironi	Pietro Caliceti	Paola Elisabetta Galbiati	Monica Luisa Micaela Montironi

7. REMUNERATION AND APPOINTMENTS COMMITTEE

On 7 February 2017, the Board of Directors of the Company, in compliance with the recommendations regarding corporate governance contained within the Self-Regulation Code, resolved to establish a remuneration appointments and committee, pursuant to articles 5 and 6 of the Self-Regulation Code, approving the regulation for the operation of the committee itself (the "Remuneration and Appointments Committee").

7.1. The composition and operation of the Remuneration and Appointments Committee (pursuant to art. 123-bis, paragraph 2, letter d) TUF)

The members of the Remuneration and Appointments Committee, including its Chairman, in office as at the date of this Report, were appointed by the Board of Directors on 26 June 2019.

In particular, the following persons were appointed as members of the Remuneration and Appointments Committee: Gianpiero Lenza, Catia Cesari and Marino Marin (as the Chairman).

On 6 February 2020, the Board of Directors integrated the composition of the Appointments and Remuneration Committee following the resignation of the director Gianpiero Lenza and thus appointed independent director Pietro Caliceti.

The Remuneration and Appointments Committee was established pursuant to principle 6.P.3 of the Self-Regulation Code which provides that said committee shall be composed of independent directors or alternatively of non-executive directors, the majority of whom must be independent (in this case the Chairman is to be appointed from independent directors).

At least one member of the committee is required to have knowledge and experience in financial matters or remuneration policies considered adequate by the board as at the time of that person's appointment. Currently, the Chairman of the Committee is deemed to fulfil this requirement.

On 13 May 2021, the Company's Board of Directors, following a preliminary assessment by the Remuneration and Appointments Committee, updated the text of the said Committee Regulations so as to bring it in line with the specific content of the new Corporate Governance Code.

The Regulation of the Remuneration and Appointments Committee can be viewed on the Issuer's website under the section "Corporate Governance / Management and Control Bodies".

On 13 May 2021 the Company's Board of Directors resolved to grant the above-mentioned Committee a budget of Euro 30,000 for the entire financial year in progress.

The Remuneration and Appointments Committee is able to access the information and corporate functions necessary to carry out its duties, as well as rely on external consultants.

7.2. Function of the Remuneration and Appointments Committee

The Remuneration and Appointments Committee carries out all the duties attributed to it by the Corporate Governance Code and in particular:

Duties and functions of the Committee regarding the appointment of directors and selfassessment of the Board of Directors

The Committee assists the Board of Directors in carrying out the following activities:

a) periodic self-assessment of the size, composition and actual functioning of the Board of Directors and its committees, also considering the role that the Board has played in defining strategies and monitoring management performance and the adequacy of the internal control system and risk management; in carrying out this assessment, the Committee may be supported, if deemed appropriate, by an independent consultant. As part of this activity, the Committee also supports the Board of Directors in defining the tools and methodology to be used for the self-assessment process of the Board of Directors as well as in verifying compliance with any disclosure obligation inherent to this activity, in order to to guarantee the transparency of the process itself. With regard to the composition, the Committee draws up criteria for assessing the independence requirements of the Company's directors to be submitted to the Board for approval. In relation to the independence requirements, the Committee proposes

to the Board of Directors the quantitative and qualitative criteria to be considered, in accordance with the provisions of the Corporate Governance Code;

• b) definition of the optimal composition of the Board of Directors and its committees. In particular, the Committee formulates to the Board of Directors, in view of each renewal of the Board of Directors and taking into account the results of the selfassessment referred to in the previous letter a), its opinion on the optimal quantitative and qualitative composition of the Board of Directors and of the internal board committees as well as on the professional and managerial figures whose presence on the Board is deemed appropriate;
• c) identification of candidates for the office of director in the event of co-optation. In particular, the Committee proposes to the Board of Directors the candidates for the office of Director if, during the year, one or more Directors leave office (Article 2386, first paragraph, of the Italian Civil Code), ensuring compliance with the requirements on the minimum number of independent Directors and on the shares reserved for the less represented gender;
• d) any presentation of a list by the outgoing Board of Directors to be implemented in a manner that ensures its formation and transparent presentation, in the event that the outgoing Board of Directors, compatibly with the legislative and statutory provisions in force, considers a list of candidates for the renewal of the administrative body; as part of this activity, the Committee participates in the investigation activity, formulating opinions, also making use of the support of any external consultants, in order to identify the candidates from which those who will make up the list presented by the Board of Directors will be chosen;
• e) preparation, updating and implementation of any plan for the succession of the Chief executive officer and other executive Directors, which identifies at least the procedures to be followed in the event of early termination of office;
• f) verification of the existence of adequate procedures for the succession of executives with strategic responsibility.

Furthermore, the Committee in assisting the Board of Directors:

a) may express, with the frequency deemed most appropriate, recommendations to the Board of Directors regarding the maximum number of offices as director or statutory auditor in other companies listed on regulated markets (including foreign) compatible with the effective performance of the office of director Company, taking into account the participation of the Directors in the internal board committees. To this end, the Committee identifies general criteria differentiated on the basis of the commitment connected to each role (executive or non-executive Director), also in relation to the nature and size of the companies in which the offices are held as well as their possible membership in the group of the Company, expressing its opinion on the preparation and possible update of the orientation, pursuant to the Corporate Governance Code, on the maximum number of directorships or statutory auditors that a director can hold and carrying out the investigation related to related periodic checks and assessments, to be submitted to the Board;

• b) indicates to the Board of Directors candidates for the office of Director to be submitted to the Shareholders' Meeting, considering any reports received from shareholders, if it is not possible to draw the required number of Directors from the lists submitted by the shareholders;
• c) carries out the investigation relating to the periodic checks of the independence and integrity requirements of the Directors and the absence of causes of incompatibility or ineligibility of the Directors;
• d) assists the Board of Directors (where appropriate, also in agreement with the other internal board committees) in the preparation of any criteria for the designation of managers with strategic responsibilities whose appointment falls within the competence of the Board by virtue of the current legislation, including regulatory to the Board of Directors its assessments on the proposals of the Chief Executive Officer;
• e) formulates opinions on the merit assessment of each case and problem addressed by the Board relating to the assembly's authorization of any exceptions to the prohibition of competition provided for by art. 2390 (prohibition of competition).

Duties and functions of the Committee regarding the remuneration of directors, general managers, statutory auditors and executives with strategic responsibilities

The Committee carries out the following activities:

• a) assists the Board of Directors in the development of the remuneration policy and the remuneration paid (in accordance with the provisions of art. 123-ter of Legislative Decree no. 58 of 24 February 1998, "TUF"); in particular, the Committee proposes and submits the approval of the remuneration report, including the remuneration policy referred to in this letter a), to the Board of Directors, for its presentation to the Shareholders' Meeting of the Company in accordance with current legislation and the Corporate Governance Code;
• b) expresses its opinion on the remuneration of executive Directors and other Directors who hold particular offices as well as on the setting of performance objectives related to the variable component of such remuneration and on the verification of the effective achievement of the performance objectives of the aforementioned Directors, in agreement with the sustainability committee if the aforementioned objectives concern ESG indicators;
• c) monitors the application of the remuneration policy referred to in letter to); periodically assesses the adequacy and overall consistency of the remuneration policy for directors and managers with strategic responsibilities;
• d) evaluates and formulates any proposals to the Board of Directors regarding the design of periodic short and medium / long-term incentive plans, including equity, stock options, widespread shareholding and similar incentive and loyalty plans for management and employees of the Company, also with reference to the suitability to pursue the objectives of the plans, expressing an opinion on the methods for assigning the aforementioned instruments to the beneficiaries;

e) performs the additional tasks assigned to it by the Board of Directors, monitoring the application of the decisions adopted by the Board of Directors on the subject of remuneration.

When the Remuneration Committee carries out its consultative and investigative activity on issues relating to the discipline of transactions with related parties, the discussion of the matter will preferably be carried out in agreement with the committee for transactions with related parties of the Company.

A director is not entitled to take part in the Remuneration and Appointments Committee meetings in which proposals are made to the Board of Directors regarding that director's own remuneration, unless the proposals regard all members of the Board Committees in general.

The establishment of this Committee ensures the fullest possible information and transparency regarding the remuneration of the Chief Executive Officer and senior management, as well as the procedures for its determination. However, in accordance with art. 19 of the Articles of Association and art. 2389, paragraph 3 Civil Code, the Remuneration and Appointments Committee shall only perform advisory and recommendation functions, whereas the powers to set the remuneration of the directors holding specific offices remains with the Board of Directors, in consultation with the Board of Statutory Auditors. This power is subject to the right of the shareholders to set at the Shareholders' Meeting the overall figure for the remuneration of all directors - including those directors holding specific offices.

Regarding the level of participation of the individual members of the Remuneration and Appointments Committee at meetings, please see the information provided in the table at page 20 of this Report.

In the current financial year, the Remuneration and Appointments Committee intends to meet whenever necessary to ensure the correct and effective fulfilment of duties. During Financial Period, the Remuneration and Appointments Committee met 9 times each meeting having an average duration of 1.05 hours.

Activity of the Appointments Committee:

• carry out preliminary assessment for a succession plan:

• complete its activities relating to the self-assessment of the Board of Directors and to opine on the Board of Directors functioning and that of the intra-board Committees, as well as on their size and composition (see Art. 5 C) letter a) of the Self-Regulation Code), analyse the Report on said self-assessment and submit the outcomes to the Board of Directors.

• support the Board of Directors in carrying out preliminary inquiries to ascertain that the independence and integrity requirements of the Board members are met, as well as to ascertain any causes of incompatibility, ineligibility or forfeiture of such requirements;

• support the Board of Directors in carrying out preliminary inquiries to ascertain the maximum number of offices held as director and auditor in other companies;

• inquire into any diversity policies as may have been adopted in relation to the composition of the corporate bodies;

• evaluate the possible amendment of Unieuro's Articles of Association in light of the provisions of art. 147-ter and 148 of Legislative Decree 58/98 (TUF) concerning gender balance on the bodies of listed companies; submitting the issue to the Board of Directors

• evaluate the Letter of the Italian Committee for Corporate Governance on the application of the Self-Regulation Code of listed companies; giving its positive opinion on the Company's compliance with the observations contained in said document and submitting it to the Board of Directors;

• give their opinion on the new organizational structure of the Company as submitted by the top management;

Activities carried out by the Remuneration Committee

• definition of the Company's Remuneration Policy as well as approval of the Report concerning the policy on remuneration and recompense paid,

• evaluation and preparation of the Information Document concerning the 2020-2025 Long-Term Incentive Plan for submission at the Shareholders' Meeting held on 17 December 2020;

• gave its favourable opinion on: (i) the content of the Regulation implementing the 2020-2025 Performance Share Plan and sent it to the Board of Directors for approval; (ii) the content of the proposal formulated by the Company on the identification of beneficiaries of the 1st Cycle of the 2020-2025 Performance Share Plan and the allocation of the number of shares to the extent proposed for each beneficiary and submission of the proposal for approval by the Board of Directors.

• gave a positive opinion on the grant of rights over shares to carry out the Long-Term Incentive Plan 2018-2025 to the extent proposed for each beneficiary by the Company functions, also resolving on the submission of the above-mentioned proposal to the Board of Directors;

• confirmed, with support of a consulting firm of primary standing, the consistency of the shortterm bonus system (MBO) already approved at the Shareholders' Meeting held on 12 June 2020, in the particular socio-economic context that has arisen and submission of its said analyses to the Board of Directors;

• gave its opinion on the final balance of the company results for the year 2019 ("MBO").

Furthermore, during the Financial Period, the Committee approved: (i) the report on its own activities for submission to the Board of Directors as well as (ii) the Committee budget proposal. Said Committee also asked the Company for timely alignment on management of the impact of Covid-19, with the Committee having evaluated in a positive light the initiatives undertaken and having appreciated the promptness with which they were adopted by the Company.

The Remuneration and Appointments Committee meetings have been attended by the Company's Human Resources Director (on occasions replaced by the Legal Director) who acted as secretary and presented those issues within the remit of responsibility. The Chairman of the Board of Statutory Auditors, was amongst others who participated at the meeting.

The meetings were all convened by the Chairman of the Committee who coordinated their tasks. The secretary duly drew up minutes for all the meetings.

The chairman provides information regarding the activities of the Remuneration and Appointments Committee at the next Board of Directors meeting.

8. REMUNERATION OF THE DIRECTORS

8.1. General remuneration policy

For information regarding the general policy for remuneration relative to the Financial Period please see the Company's report concerning remuneration and recompense paid which was drafted pursuant to art. 123-ter TUF and approved by the Board of Directors on 6 May 2020, after having been examined and approved by the Remuneration and Appointments Committee such report to be made available to the public within the deadlines and in the manner set forth by the applicable provisions of law and regulations, including by way of publication on the Company website (https://unieurospa.com/en/\_home/) under section "Corporate Governance / Shareholders Meetings / 2020 Meeting".

For further information on the application of the remuneration policy for the Financial Year, please refer to the second section of the Remuneration Report concerning the policy for remuneration and recompense paid by the Company pursuant to art. 123-ter TUF duly approved by the Board of Directors on 19 May 2021 available to the public within the term and in the manner envisaged by the applicable laws and regulations, which includes publication on the website https://unieurospa.com/en/\_home/ within the Section "Corporate Governance/ Shareholders' Meetings / 2021 Meeting"

Please also refer to the first section of said report relating to the proposed remuneration policy for the 2021-2022 financial year.

9. CONTROL AND RISK COMMITTEE

The Control and Risk Committee was established pursuant to principle 7.P.4 of the Self-Regulation Code which provides that such committee shall be composed of independent directors, or alternatively, non-executive directors, the majority of whom must be independent (in such case the Chairman shall be appointed from amongst the independent directors).

9.1. The composition and operation of the Control and Risk Committee (pursuant to art. 123-bis, paragraph 2, letter d) TUF)

The members of the Control and Risk Committee, including its Chairman, were appointed by the Board of Directors on 26 June 2019. Namely, Gianpiero Lenza, Monica Luisa Micaela Montironi and Marino Marin (as Chairman) were appointed as members of the Control and Risk Committee.

Following the resignation of director Gianpiero Lenza on 4 March 2020, the Board of Directors resolved to integrate the composition of the Control and Risk Committee and thus appointed independent Director Paola Elisabetta Galbiati as the third Committee member, so elected on 20 February.

The Control and Risk Committee in office on the date of this report, is consequently made up entirely of Independent Directors, being Marino Marin (in his capacity as Chairman), Monica Luisa Micaela Montironi and Paola Elisabetta Galbiati.

At least one member of the Control and Risk Committee must possess knowledge of accounting and finance and/or risk management deemed adequate at the time of their appointment by the board. Currently the Chairman of the Committee fulfils this requirement.

Please note that, pursuant to the Application Criteria 7.C.1. letters (b) and (d), during the meeting held on 6 May 2020, the Board of Directors, based on the information provided to them, evaluated the internal control and risk management system adopted by the Company consistent with the application criteria pursuant to principle 7.C.1 of the Self-Regulation Code.

Specifically, during this meeting, the Chief Executive Officer reported to those present with regard to the operation of the Company's internal control and risk management system. The internal control and risk management system has also been evaluated by the Control and Risks Committee, which found it to be in line with the objectives of safeguarding the company's assets, efficiency and efficacy of the corporate processes, reliability of the financial information, compliance with the laws and regulations, Articles of Association and internal procedures, deeming the system consistent with the application criteria pursuant to principle 7.C.1 of the Self-Regulation Code.

It should be noted that the Company will proceed during the year 2021 to align the internal operating regulations of the committee with the recommendations of the Corporate Governance Code.

9.2. Functions entrusted to the Control and Risk Committee

To assist the Board of Directors and pursuant to the requirements of application criterion 7.C.2. of the Self-Regulation Code, the Control and Risk Committee shall:

(i) assess the correct use of accounting standards and their uniformity for the purpose of drafting the financial statements, together with the manager responsible for preparing the

company's accounting documents ("Financial Reporting Officer") and after consulting with the auditor and the Board of Statutory Auditors;

• (ii) express opinions on specific aspects regarding the identification of the main business risks;
• (iii) examine the periodic reports which contain assessments of the internal control and risk management system as well as those particularly significant reports prepared by the internal audit department;
• (iv) monitor the autonomy, adequacy, effectiveness and efficiency of the internal audit department operations;
• (v) request the internal audit department to carry out audits on specific operating areas, concurrently informing the Chairman of the Board of Statutory Auditors;
• (vi) report to the Board of Directors at least every six months, when the annual and half-yearly financial report subject to approval, on the activities carried out as well as on the adequacy of the internal control and risk management system;
• (vii) support by means of appropriate investigative activities, the assessments and decisions of the Board of Directors on the management of risks arising from detrimental issues that have been brought to the attention of the Board of Directors.

In compliance with the provisions of application criteria 7.C.1 of the Self-Regulation Code, the Control and Risk Committee, furthermore shall issue its own opinion to the Board of Directors regarding:

• (i) the guidelines of the internal control and risk management system, so that the main risks concerning the Issuer and its Controlled Companies can be correctly identified, adequately measured, managed and monitored, so determining the degree of compatibility of these risks with the healthy and correct management of the company coherently with the strategic objectives that have been set;
• (ii) the adequacy and efficacy of the internal control system and the risk management with regard to the characteristics of the Issuer and the risk profile assumed, as well as the efficacy thereof;
• (iii) the work schedule prepared by the internal audit department manager;
• (iv) the description contained within the Corporate Governance Report of the main characteristics of the internal control and risk management system and the procedures for coordination between the individuals involved therein, including the valuation of the adequacy of the system itself;
• (v) the results provided by the audit firm in any letter of suggestions and in its report on fundamental issues that emerged during their legal audit; and
• (vi) the proposal relative to the appointment, revocation and remuneration of the internal audit manager, as well as the adequacy of the resources assigned to such manager for the fulfilment of his or her functions.

Regarding the level of participation of the individual members of the Control and Risk Committee at meetings, please see the information provided in the above table at page 20 of this Report.

During current financial year, the Control and Risk Committee shall meet whenever considered necessary for the correct and effective discharge of its duties.

During the Financial Year the Committee met six times, each meeting having an average duration of one and a half hours.

During Financial Period, the Control and Risk Committee met, inter alia to:

• illustrate to the newly appointed members those bodies that make up the internal control system of Unieuro and how they operate, as well as inform them on risk analysis and the audit plan FY2021 (Art. 7 of the Self-Regulation Code);
• review the summary of the main outcomes of the corporate risk assessment;
• review the summary prepared by ICT Director Luigi Pontillo concerning the current information system structure;
• review the summary of the cyber maturity assessment undertaken by ICT Director Luigi Pontillo with support from KPMG;
• stay informed and updated as to the adoption of the new ERP (SAP FORHANA) with a presentation of the phases envisaged for the transition to the new ERP - monitoring the main connected risks - sharing the committee's methods and updating times with the support of ICT Director Luigi Pontillo and the Chief Omnichannel officer Bruna Olivieri;
• analyse the adequacy of the Unieuro Group policy and systems in line with the privacy legislation with the support of DPO (Data Protection Officer) Paolo Balboni of ICT Consulting Law Firm and Corporate Legal Counsel Director Filippo Fonzi and privacy officer Diego Fulco.
• verify that the respective entrusted manager has ensured effective compliance with the accounting and administrative procedures (art. 154-bis, c.4. TUF) - Law 262/05, such verification limited to the half-yearly and annual financial reports;
• receive information on the measures adopted or to be adopted in relation to the COVID-19 epidemic with the participation of the HR Director Paolo Botticelli and the Head of the Prevention and Protection Service Daniele Colli;
• assess the correct use and consistency of the accounting principles used for the approval of the draft financial statements (application criterion 7.C.1. letter e) and 7.C.2 letter a) of the Self-Regulation Code); report to the Legal Auditor on any critical issues found; comment on the correct use of the standards for the purposes of any non-financial declarations drawn up pursuant to Legislative Decree No. 254/2016 and/or the completeness and reliability of such declarations;
• review the data relating to the impairment test;
• examine the adequacy of the internal control and risk management system and of the periodic and annual Internal Audit report in relation to the Control and Risk Committee and the Board of Directors;
• verify effective compliance with the accounting and administrative procedures on the part of the manager responsible therefor, as well as verify the adequacy of the means and powers available to said manager as per Law 262/2005 and examine said manager's report;
• assess the adequacy of the organizational, administrative and accounting structures;
• examine the Audit plan approved by the Board of Directors as well as the periodic Internal Audit reports;
• evaluate the new corporate organizational structure.

It is underlined that the same parameters applied to the financial period closed on 29 February 2020 which refer to the methodology recommended in the CoSO report, have been applied to the evaluation of identification, analysis outcomes and measurement of the main risks (strategic, operational, financial and regulatory), which characterize the Company's business (application criterion 7.C.4. Of the Self-Regulation Code).

The Control and Risk Committee has been regularly attended by the Company's Internal Auditor, who acted as secretary, in order to present issues under his/her responsibility as well as - as the case may be - attended by the Supervisory Body, the Auditing Firm and/or consultants or managers of the Companies called from time to time to support the Committee in the performance of its functions.

Furthermore, the Director in charge of the Internal Control and Risk Management System and Board of Statutory Auditors participated at these meetings on a regular basis.

The Control and Risk Committee is entitled to access information and company functions, as required for such Committee to perform its duties, also using external consultants within the limits set by the Board of Directors.

The Board awarded the Control and Risk Committee a budget of €30,000 until the end of the Financial Period to enable it to carry out its tasks. In compliance with the provisions of the Board Regulation, in particular circumstances, any such budget provided to the Control and Risk Committee may be increased.

The meetings were all convened by the Chairman of the Committee who coordinated their tasks. The secretary duly drew up minutes for all the meetings.

10. SUSTAINABILITY COMMITTEE

On 12 November 2020, the Board of Directors established the first Sustainability Committee. Said Committee carries out propositional and consultative functions vi-a-vis the Board on sustainability matters, evaluating those processes, initiatives and activities required to safeguard Unieuro's commitment to create long-term value for the benefit of all its stakeholders.

10.1. Composition and functioning of the Sustainability Committee

The members of the Sustainability Committee, including its Chairman, in office at the date of this Report were appointed by the Board of Directors on 12 November 2020.

More specifically, the following persons were appointed as members of the Sustainability Committee: Michele Bugliesi, Paola Elisabetta Galbiati and Catia Cesari (as Chairman). All members of the Sustainability Committee are independent.

On 13 May 2021, the Company's Board of Directors approved the text of the Regulations to govern said Committee further to a preliminary assessment on the part of the Remuneration and Appointments Committee and the Sustainability Committee, aligning the content thereof with that of the new Corporate Governance Code and also formally transposing the related indications.

The Regulations of the Sustainability Committee are available on the Issuer's website in the section "corporate-governance / management-and-control-bodies /".

On May 13 2021, the Company's Board of Directors resolved to allocate said Committee a fixed budget of Euro 30,000 for the entire current year.

In carrying out its functions, the Sustainability Committee has had the opportunity to access the information and company functions as are necessary for the due fulfilment of its duties and has also relied on external consultants within the remit of the terms established by the Board.

10.2. Functions conferred on the Sustainability Committee

As part of its propositional and consultative functions towards the Board of Directors, the Sustainability Committee has the following functions:

• a) to monitor policies and, more generally, sustainability issues and responsible innovation related to the exercise of business activities and stakeholder engagement activity;
• b) to support the Board of Directors in drawing up a sustainability strategy also by way of:
• identifying topics pertinent for generating long-term value and drawing up a materiality analysis, also coordinating, where necessary, with the Control and Risk Committee of the Company;
• supporting the Company in the formulation of Business Plans with a view to pursuing the creation of long-term value, taking into account the interests of all relevant stakeholders; indicates the addresses on which to articulate a sustainability action plan, setting forth those sustainability issues and responsible innovation which are relevant to the Company, the initiatives to be carried out for each of them, the necessary resources therefor and related benefits thereof as well as express opinions / formulate proposals on the contents of the same;
• c) monitoring the progress of the activities and projects set forth in the above-mentioned action plan;
• d) overseeing the evolution of sustainability issues also in light of international guidelines and principles laid down on the topic, duly monitoring the positioning of the Company with respect to the market (e.g. participation and inclusion in sustainability indices, principles and ESG performance);
• e) verifying the general layout of the declarations made in the consolidated non-financial statement, the structuring of its content and the completeness and transparency of the information provided therein; its Chairman shall report on the outcomes of his/her Committee's checks to the Control and Risk Committee which is called to evaluate the appropriateness of periodic non-financial information so as to correctly reflect the business model, the strategies of the company, the impact of its activity and the level of performance actually achieved;
• f) promoting Company participation in initiatives and events relevant to sustainability and responsible innovation, with a view to consolidating the corporate reputation in the domestic and international arenas;
• g) giving opinions on policies and information related to sustainability and responsible innovation issues;
• h) at the request of the Board of Directors and/or the Chief Executive Officer, giving opinions on questions that may have an impact on sustainability and responsible innovation issues;

With regard to the percentage of attendance at meetings on the part of individual members of the Control and Risk Committee, please refer to the table on page 20 above.

During the current year, the Sustainability Committee plans to meet as many times as is deemed necessary to ensure the correct and effective performance of its duties.

Taking into account the fact that the Sustainability Committee was only established in November 2020, said Committee held a single one-hour meeting during the Financial Year at which time Unieuro's approach to sustainability was analysed and objectives to be achieved with relative timelines were drawn up.

11. RELATED PARTIES COMMITTEE

The Related Parties Committee was set up pursuant to the Company's internal Procedure concerning Related Party Transactions in compliance with the relevant legislation and regulations in this area. It is made up exclusively by unrelated and non-executive directors and the majority thereof are independent directors in accordance with TUF and the Self-Regulation Code. Its main role is to provide reasoned opinions on the Company's interests in carrying out any Related Party Transactions, as well as on the convenience and substantial correctness of the conditions envisaged therefor.

11.1. Composition and functioning of the Related Parties Committee

The members of the Related Parties Committee, including its Chairman, were appointed by the Board of Directors on June 26 2019. More specifically, the following independent directors were appointed onto the Related Parties Committee: Pietro Caliceti, Monica Luisa Micaela Montironi and Marino Marin (as President).

In carrying out its functions, the Related Parties Committee has had the opportunity to access the information and company functions necessary for the due fulfilment of its duties and has also relied on external consultants, within the remit of the terms established by the Board.

11.2. Functions conferred on the Related Parties Committee

The Related Parties Committee performs those functions envisaged by current legislation and by the Company's internal procedure for Related Party Transactions and in particular it:

• formulates specific reasoned opinions on Unieuro's interests in carrying out Transactions with Related Parties, both in the case of transactions classed as of Greater Relevance and those classed as Lesser Relevance, giving its opinion on the convenience and substantial correctness of the related conditions for the transaction against timely and adequate flows of information;

• may request information and make observations to the Chief Executive Officer and the persons in charge of conducting the negotiations or the investigations regarding the profiles contained in received information flows, in the scenario in which the transactions in the class of transactions of Greater Importance;

• may propose to the Board of Directors any changes or additions to the above-mentioned Procedure.

During the current year, the Related Parties Committee expects to meet as often as is deemed necessary for the correct and effective performance of its duties.

It met 6 times during the Financial Year, each meeting having an average duration of 0.35 hours, to analyse information furnished by the Company regarding the performance of transactions with related parties in the quarters of the financial year, as well as to give its opinion whenever the Procedure for the management of transactions with related parties of Unieuro S.p.A. so required.

12. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

During the Financial Period and in compliance with Principle 7.P.1 of the Self-Regulation Code, the Issuer adopted an internal control and risk management system that will allow it to identify, measure, manage and monitor the main risks in line with best domestic and international practices.

The internal control and risk management system contribute to protect the company's assets, the efficiency and efficacy of the corporate processes, compliance with the laws and regulations, the Articles of Association, the internal procedures as well as the reliability of the financial information. In this area, the internal control system, set up with the objective of guaranteeing the reliability, accuracy, integrity and timeliness of the financial information, must therefore be considered as an integrative element rather than separate from the general risk management system adopted by the Company.

Said system is integral to the general organizational and corporate governance structures adopted by the company, taking into consideration as appropriate the best domestic and international practices as well as the models of reference, also in light of the evolution of this subject.

In particular, the planning, implementation and monitoring of the internal control and risk management system determined by the company have been inspired by the CoSo Framework methodology developed on the basis of the guidelines of the Committee of Sponsoring Organizations of the Treadway Commissions; the company plans and carries out ongoing development and streamlining of the system in all its components, in the context of continuous improvement. These components are briefly summarised below.

a) Control environment

The control environment is the organizational context within which the strategies and objectives are established as well as the procedures by which the business activities are structured and the risks are identified and managed. This encapsulates many elements, including the ethical values of the company, the skills and development of the personnel, the operating style and the procedures with which delegations, powers and responsibilities are conferred.

b) Risk assessment

Risk assessment is considered as a basic element of the system. To this end, in order to acquire instruments that are more in line with the requirements of the control and risk management system required by the organizational model overall, the status as a listed company and the business dynamics, the Company has initiated a structured process aimed at identifying and assessing risks, which provides the base methodology for identifying control system and audit plan priorities.

c) Control activities

The control activities are determined within the framework of regulations, policies, guidelines and procedures that can help to ensure that the decisions for handling risks are executed in an adequate fashion. The Audit Plan, in accordance with principles of conformity with the task of optimising corporate resources and efficiency, has been implemented taking into consideration the main results of the risk assessment activities; these elements were supplemented by control activities that were triggered as a result of the requirements stated by the Financial Reporting Officer and by the Supervisory Body, for which Internal Audit provides operational support, as explained in more detail below. The Audit Plan was approved by the Board of Directors, after analysis and evaluation by the Control and Risk Committee.

d) Information and Communication

Information is necessary at all corporate levels to identify, evaluate and implement the decisions for the handling of the risks as well as to carry out control activities in compliance with the objectives that have been previously set. The individuals who make up the internal control and risk management system carry out their function also by maintaining a constant flow of executive reporting in line with their roles.

e) Monitoring

The internal control and risk management system is periodically audited and updated in order to align the structure and the implementation procedures with the specific requirements of the organization and the market in which the Company operates, according to the guidelines expressed by the Board of Directors

On 6 May 2021, the Board of Directors: (i) approved the annual work plan prepared by the head of the Internal Audit function, having consulted the Board of Statutory Auditors and the director responsible for the internal control and risk management system; and (ii) held, based on the information provided to the Directors and having heard the opinion of the Control and Risk Committee, that the internal control and risk management system adopted by the Company is consistent with the provisions of Application Criterion 7.C.1. of the Self-Regulation Code for listed companies.

12.1 Risk management system in relation to financial reporting

As regards the internal control system in place for the preparation of the financial reports, the Company has undertaken a process of adjustment to the indications set forth in law 262/05. This process aims to document the accounting and administrative model that has been adopted as well as to put in motion specific audit checks by way of support to the certification process under the Financial Reporting Officer's responsibility.

The above-mentioned accounting and administrative audit model constitute the totality of internal procedures and instruments adopted by the Company to ensure achievement of the corporate objectives of reliability, accuracy, integrity and speed in financial reporting.

The methods applied by the Financial Reporting Officer for the analysis and verification of the administrative and accounting audit system is set forth in a document describing the model, which has been constructed in line with the indications set forth in the "CoSo Report" which is referred to as the model of reference in the ANDAF Guideline for the Financial Reporting Officer preparing the Company's accounts.

The valuation of the risks identified by the financial reporting at both the entity and process and individual transaction levels, aims to measure the appropriateness of the safeguards in place to efficiently mitigate the risks inherent to the administrative-accounting process.

The approach adopted is mindful of possible risks arising due to innocent mistake as well as the risks that derive from fraudulent intent, thus providing for the planning and monitoring of safeguards and controls that guarantee coverage of this nature of risk, as well as coordination with those control protocols that have been implemented as part of the overall internal control system.

Furthermore, the approach adopted is mindful of both manual controls and those made by information systems in support of the accounting and administrative processes, in other words, socalled automatic controls at the application system level and IT general controls safeguarding the areas which relates to system access, control of development and modifications and finally, adequacy of the IT structures. At the general IT and infrastructure level, the control system is subject to analyses to reveal issues and carry out initiatives aimed at strengthening it.

Monitoring activities are concentrated on the operating processes which refer to material accounting items. Furthermore, ad hoc checks are carried out on activities connected to closing of those operations which the company documents, allocates the responsibilities therefor and authorizes through a dedicated information system, so as to guarantee the completeness and accuracy thereof.

The Financial Reporting Officer constantly monitors the adequacy of the controls, initiating corrective actions where necessary.

Based on the results of the activity for the tracking of the processes, risks and controls, the company determines improvement plans aimed at introducing and/or modifying the controls whether at the general or at the individual process level and moves to determine or update the administrative accounting procedures.

12.2 Director in charge of the internal control and risk management system

By way of support to the Issuer's internal control and risk system and in addition to the internal control system, the Company's Board of Directors appointed Giancarlo Nicosanti Monterastelli on 26 June 2019 as the director in charge of the internal control and risk management system having the duties listed in application criterion 7.C.4. of the Self-Regulation Code. To this end, the Issuer deems that the appointment of Giancarlo Nicosanti Monterastelli who also holds office as CEO, is in line with the provisions of the Self-Regulation Code, which outlines the positive aspects connected to a choice of this nature, also having regard to the specific knowledge held by the individual appointed to the role.

In conformity with the provisions of art. 7 of the Self-Regulation Code (Application Criterion 7.C.4.), the Director in charge of the internal control and risk management system is required to:

• identify the main corporate risks, taking into account the characteristics of the activity carried out by the Issuer and its Controlled Companies and periodically submit them for examination by the Board of Directors;
• put into effect the guidelines determined by the Board of Directors, as follow-up the planning, realization and management of the internal control and risk management system and verify the relative adequacy and efficacy on an ongoing basis;
• deal with any adaptation of the control system to the dynamics of the operating conditions and the legislative and regulatory environment;

• request, at his/her discretion, the Internal Audit department to check specific operating areas and compliance with the internal rules and procedures in executing the corporate operations. In such case he/she shall concurrently inform the Chairman of the Board of Directors, the chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors;

• immediately inform the Control and Risk Committee (or the Board of Directors) of any problems and critical areas that are flagged up as a result of activities or of which he/she becomes aware so that the committee (or the Board) can take the appropriate actions.

12.3. Internal Audit Department Manager

At its meeting of 12 April 2017, the Board appointed Raffaella Folli as the Internal Audit Department Manager of the Issuer in charge of the Issuer's internal audit operations.

The appointment of the Internal Audit Manager is the result of a proposal put forward by the director in charge of the internal control and risk management system, after receiving favourable opinions from Control and Risk Committee and the Board of Statutory Auditors.

On the proposal of the director in charge of the internal control and risk management system and having received the favourable opinions from the Control and Risk Committee and Board of Statutory Auditors, the Board fixed the remuneration of the Internal Audit Department Manager in line with the corporate policies and ensured that the appropriate resources for the discharge of the relative duties are available to such manager.

The Internal Audit Department Manager reports directly to the Board of Directors and is not responsible for any operating area.

The Internal Audit Manager has adequate resources at his/her disposal to carry out the allocated tasks. During Financial Period, the Internal Audit Manager carried out the relative tasks in conformity with application criterion. 7.C.5. of the Self-Regulation Code in line with the Plan approved by the Board of Directors, the results of which were reported to the Management, the Control and Risk Committee, the Board of Statutory Auditors and the Board of Directors.

The Company believes the incentivising mechanisms for the Internal Audit Manager are consistent with the tasks assigned to this role (Application Criterion 6.C.3.).

12.4. Organisational model (pursuant to Legislative Decree no. 231/2001)

On 17 May 2016, the Company approved and adopted the Organisation, Management and Control Model, pursuant to Legislative Decree No. 231/2001 (respectively: "Model" and "Decree"). Additionally, on 12 April 2017, the Company updated and approved the new Model in line with the rules governing market abuse offences. On 15 November 2020, an induction sitting of the most recent members of the Committee having taken place beforehand, the Company approved an updated version of the Model further to the introduction into law of a new type of criminal offence.

The Code of Conduct provides for standards of conduct and guidelines to be followed when conducting business, in the relations between employees of the Company and the Group, and in relations with third parties. This document was prepared mindful of the Company's specific requirements arising in virtue of its operations. The Model Code of Conduct and the aforementioned policies are available on the Company's website www.unieurospa.com "Corporate Governance" section.

At its meeting of 26 June 2019, the Board of Directors further resolved to confirm the appointment of the Supervisory Body, the members of which are Giorgio Rusticali (Chairman), Chiara Tebano (Lawyer), and Raffaella Folli. The Supervisory Body so constituted fulfils the requirements of autonomy, independence, professionalism and continuity of the applicable activities.

The Model consists of two parts. The first part is general in nature and illustrates the purposes, recipients, members of the preventive control system of the Model itself and - in line with the provisions of the Decree - the structure, operation and duties of the Supervisory Body, which pursuant to art. 6 of the Decree, is in charge of monitoring the functioning and observance of the Model.

This first part of the Model also provides for training and information of the company's personnel to familiarise them with the contents of said Model.

The second part of the Model is of a special nature and contains a description of the types of offences provided for in the Decree as well as the penalties applicable thereto, as concerns those risk areas considered applicable to the Company as a result of risk areas that were identified during the risk assessment process.

The types of offences which the Model aims to prevent, based on the risk mapping which was conducted prior to its adoption, are:

• a. Offences involving relations with the Public Administration;
• b. Corporate offences;
• c. Crimes for the purpose of terrorism or subversion of democratic order, transnational crimes, organised criminality, handling of stolen goods, money laundering, concealing/handling the proceeds of crime, use of unlawfully obtained money, goods or utilities, employment of third parties who reside illegally in the country;
• d. Crimes against persons;
• e. Market abuse crimes;
• f. Culpable offences in violation of the laws on occupational health and safety;
• g. Computer crime and illegal data processing;
• h. Falsifying instruments and identification marks and crimes against industry and commerce;
• i. Crimes involving intellectual property rights;
• j. Inducement to withhold information from, or make untruthful declarations to, the Court authorities;
• k. Environmental crimes;
• l. Corruption between private parties;
• m. tax offences.

As part of its set of tools to safeguard against the risk of corruption, as of 2019 the Company has a Whistleblowing Policy ("Policy") in place for the purpose of:

• establishing procedures for the reporting of unlawful or illegitimate conduct or behaviour, whether based on acts or omissions, which constitute, may constitute or may facilitate a violation of the Group's Code of Ethics and/or the Organization, Management and Control

Model in accordance with Legislative Decree 231/01 as adopted by the Company and in any case conduct as may violate the policies and/or rules that govern corporate processes;

• ensuring a work environment in which employees and internal collaborators are comfortable in reporting any "Unlawful Conduct" being carried out within the Company.

The main features of the Company's whistleblowing system are:

• two information channels open to employees and collaborators, one of which is IT based;
• management of reported events in line with the provisions of the internal organisational provisions adopted by the Company on Whistleblowing;
• ensuring that the identity of the whistleblower shall be kept confidential pursuant to Law No. 179/2017;
• prohibiting any direct or indirect retaliatory or discriminatory acts against the whistleblower for reasons connected directly or indirectly to the unlawful conduct reported;
• applying a system of sanctions to those persons who violate the commitments, obligations and protection guaranteed by the Company.

The whistleblowing IT channel adopted by the company uses an online platform ("Whistleblowing Portal") which allows for the sending of reports in line with the relevant legislative provisions. Access to the Whistleblowing Portal is subject to a "no-log" policy so as to prevent the identification of any whistleblower who wishes to remain anonymous.

For more information on the whistleblowing system and on the other anti-corruption procedural instruments in place, you are invited to consult the company documentation made available in the "Company Documents and Procedures" section of the Company's website.

12.5. Auditing firm

Pursuant to the applicable definitions and provisions of the law, the Shareholders' Meeting on 12 December 2016 resolved to appoint the auditing firm KPMG S.p.A. - with legal and administrative offices located at Via Vittor Pisani no. 25 Milan, registered under number 13 of the Register of auditing firms held by the Ministry of Economy and Finance pursuant to art. 161 TUF and number 70623 of the Register of legal auditors - to conduct the legal audit of the annual financial statements for the financial years ending 28 February 2017 until 28 February 2025, pursuant to articles 14 and 16 of Legislative Decree No. 39 of 27 January 2010, and the abbreviated audit of the abbreviated half year financial statements for the half years ending from 31 August 2017 until 31 August 2024. In consideration of the further activities required from the Independent Auditors due to, inter alia, the acquisition of the entire shareholding in Monclick Srl, the Issuer conferred on the Independent Auditors, the task to carry out legal review of the consolidated financial statements for the financial years ending 28 February 2018 on 28 February 2025. Furthermore, in consideration of the activities required of the Auditing Firm by Legislative Decree No. 39 of 27 January 2010 and by (EU) Regulation No. 537/2014 (due to the entry into force of the new accounting standards IFRS 9, 15 and 16), as a consequence of the acquisition of the business units and above-mentioned

shareholding in Monclick S.r.l., the Company upwardly adjusted the fees payable to the Audit firm, in compliance with the provisions of the relevant engagement letter¹⁸ .

12.6. Financial Reporting Officer and other roles and corporate functions

Article 20 of the Articles of Association provides that the financial reporting officer be appointed by the Board of Directors, after the Board has received the mandatory albeit non- binding opinion of the Board of Statutory Auditors. Said corporate articles also provide that the Director tasked with preparing the corporate accounting documents shall hold a degree, obtained in Italy or abroad, in an economic or financial subject. He/she shall also have either at least three years of experience in the specific sectors of activity in which the Company operates or in management consultancy which includes administrative and accounting matters. He/she shall satisfy the integrity requirements envisaged for Directors.

In observance of art. 154-bis TUF, and in compliance with the procedures for appointments set forth in art. 20 of the Articles of Association, on 7 February 2017 the Issuer's Board of Directors appointed Italo Valenti, Chief Financial Officer of Unieuro, as the Financial Reporting Officer¹⁹ .

Upon appointment, the Board confirmed that the appointees satisfy the requisites mentioned in the above Articles and vested the financial reporting officer with the powers and means necessary for the performance of the duties attributed to such office.

The Company believes that the incentivising mechanisms for the Financial Reporting Officer are consistent with the tasks assigned to this role (Application Criterion 6.C.3.).

12.7. Data Protection Officer

As of 25 May 2018, the Company has adopted a Privacy Organizational Model, in compliance with the provisions set forth in Regulation (EU) 2016/679 (GDPR) and, in general, with the regulation on privacy, defining guidelines, inter alia, for the management of corporate and organizational relations and for the necessary coordination of operational and compliance activities regarding personal data processing.

On 15 April 2021, the Company appointed lawyer Diego Fulco - founding partner and partner in the law firm, Net For Legal having its registered office in Milan, VAT number IT13218070152 - as its new DPO for the Company and its controlled company, Monclick Srl with Sole Shareholder and conferred upon such DPO all the powers and functions referred to under article 39 GDPR. This appointment is effective as of 27 April 2021.

¹⁸ It should be noted that on 30 September 2019 the auditing firm KPMG was entrusted with the legal audit of the accounting situation from 29 February 2020 to 28 February 2025 of the 100% subsidiary Carini Retail S.r.l. It should be noted that on 5 August 2020 Unieuro and Carini Retail S.r.l. in execution of the resolutions passed on March 18, 2020 respectively by the Board of Directors of Unieuro, pursuant to articles 2365 and 2505 Civil Code and article 16 of the Articles of Associations, and at the Extraordinary Shareholders' Meeting of Carini Retail, stipulated the deed of merger for the merger by incorporation of the subsidiary Carini Retail into the parent company Unieuro

¹⁹ It should be noted that on 9 April 2021 Unieuro announced that, following the signing of an agreement for the consensual resolution of the employment relationship with the Company, with effect from May 31, 2021 Italo Valenti will resigned from his office as Chief Financial Officer and the positions of manager in charge of the preparation of the financial statements and investor relator of Unieuro and will pursue other professional opportunities. Italo Valenti will hold his offices and responsibilities until such date in order to assist the Board of Directors in the approval of the consolidated financial statements and the draft financial statements as at 28 February 2021. The Company has already started the search for a successor of equally high profile, so as to allow a change in organizational continuity.

12.8. Coordination between the individuals involved in the internal control and risk management system

In order to optimize interaction between them and maximize efficiency of the internal control and risk management system, pursuant to the recommendations of the Self-Regulation Code, the Company has identified the roles and responsibilities of those individuals involved in the internal control and risk management system, to avoid overlapping of the respective areas of activity and skills or duplication of controls carried out.

Specifically:

• members of the Board of Statutory Auditors are always invited to take part in the meetings of the Control and Risk Committee, as is the Director in charge of the Internal control system;
• the Director in charge of the internal control and risk management system is required to promptly inform the Control and Risk Committee and the Board of any problems and critical issues that arise during the carrying out of his/her activities or which he/she has otherwise become aware of, so that the Committee and the Board are able to take the appropriate steps;
• the Internal Audit Function Manager shall ensure that there is a periodic flow of information, including for those issues that are particularly significant, such flow not only with the Control and Risk Committee but also with all individuals who, in their various capacities, supervise the internal control and risk management system, such as the Board, the Financial Reporting Officer, the Supervisory Body, the Audit Firm and the Director in charge of the internal control and risk management system, each for the issues within their respective areas of competence;
• the Internal Audit function manager shall directly participate at meetings of the Supervisory Body as an internal member and, where required, shall regularly take part in verifications conducted by the Board of Statutory Auditors;
• the Board of Statutory Auditors shall communicate periodically with the Board of Directors, Control and Risk Committee, Supervisory Body, Audit firm and the Financial Reporting Officer;
• the Supervisory Body may be called to participate in the meetings of the Board of Directors and the Control and Risk Committee as a guest, reporting every half year regarding its own activities;
• the Audit Firm may be invited to take part in the Control and Risk Committee meetings to update the Committee on the activities conducted;
• twice a year, at the half-year and annual closings, a meeting takes place of the control bodies (Control and Risk Committee, Board of Statutory Auditors, Supervisory Body, Internal Audit, Financial Reporting Officer, Director in charge, Independent Auditors) to ensure the alignment and coordination of the control activities carried out by each of them;
• The DPO shall maintain a flow of periodic communication with the Control and Risk Committee, sending quarterly reports to the Board of Directors and the Board of Statutory Auditors.

13. INTERESTS OF THE DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES

In conformity with the requirements of Consob in Regulation 17221/2010 of 12 March 2010 containing provisions on related-party transactions, on 12 April 2017, after receiving the opinion in favour of two Independent Directors then in office, the Board of Directors definitively approved an internal procedure for transactions with related parties (the "Procedure"), which is available on the Company's website at https://unieurospa.com/en/\_home/ under section "Corporate Governance / Corporate Documents and Procedures".

The above-mentioned procedure applies to transactions with related parties (the definition of which is provided in the respective definitions of the Consob Related Party regulation, which is expressly referred to in the Procedure) conducted directly by the Company or through controlled companies.

In conformance with the Consob Related Party Regulation, the procedure governs, inter alia, the inquiry and approval procedures regarding transactions with related parties of greater importance based on the criteria indicated in Consob's Related Party Regulation and those transactions with related parties classified as of lesser importance, which are transactions other than those of greater importance and transactions involving modest amounts (individual transactions of not more than €150,000 where the related party is a natural person and not more than €300,000 where the related party is not a natural person).

Pursuant to the provisions of the Consob Related Parties Regulation, the Procedure considers to be transactions of greater importance with related parties those in which at least one of the relevant indexes indicated in attachment 3 of said Regulation is higher than the threshold of 5% and requires that a specific corporate body (comprised of the Chief Financial Officer and the Legal Director) be entrusted with the task of deciding how to apply the Procedure to the specific transaction, including the manner for classifying a transaction as of greater importance or of lesser importance.

In accordance with article 10 paragraph 1 of the Consob Related Parties Regulation, "recently listed companies" - meaning those companies whose shares are listed in the period between the start date of trading and the date of approval of the financial statements for the second financial year following the listing - are entitled to apply the procedure provided for the approval of transactions of lesser importance also to the approval of transactions of greater importance notwithstanding art. 8 of the aforementioned Regulation. Unieuro availed itself of this right as expressly indicated in the Procedure.

Unieuro lost its status of recently listed company upon approval of the financial statements for the financial period as at 29 February 2020.

Pursuant to the Consob Related Parties Regulation, the Procedure provides that, prior to approval of a transaction with related parties, the Related Parties Committee - which shall be comprised exclusively of unrelated and non-executive directors and a majority of independent directors pursuant to the TUF and the Self-Regulation Code - shall give a reasoned, non-binding opinion on the interests of the Company to pursue the transaction as well as the convenience and essential correctness of the terms and conditions related thereto²⁰ .

The rules provided by the Procedure do not apply in the following cases which are deemed as exempt therefrom:

²⁰ See the Related Parties Committee chapter for more details.

• (i) board resolutions regarding remuneration to members of the Board of Directors pursuant to article 2389, paragraph 1 Civil Code and resolutions regarding remuneration of directors entrusted with particular duties and included in the total amount of the remuneration of all the directors, which has previously been determined by the Shareholders' Meeting pursuant to article 2389, paragraph 3 Civil Code;
• (ii) resolutions, other than those indicated under (i) above, regarding the remuneration of directors vested with particular duties, as well as other managers with strategic responsibilities, provided that:
• the company has a remuneration policy in place which the Remuneration and Appointments Committee was involved in determining;
• a report describing the remuneration policy has been submitted for approval and vote at the Shareholders' Meeting; and
• the granted remuneration is coherent with such policy;
• (iii) transactions of a negligible amount;
• (iv) remuneration plans based on financial instruments approved at the Shareholders' Meeting pursuant to article 114-bis TUF and the relative executive operations;
• (v) ordinary transactions (being transactions in the remit of ordinary operations and their relative activity that are connected to the financial activities of the Company or the Controlled Company carrying out the transaction) that are concluded at arm's length with regard to the market or standard;
• (vi) transactions carried out by the Company with its Controlled Companies or transactions carried out between such Controlled Companies, as well as connected companies, to the extent that the Controlled Companies or connected companies that are counterparties in the transaction do not have any significant interests in other related parties of the company;
• (vii) board resolutions regarding remuneration payable to members of the Board of Statutory Auditors, pursuant to article 2402 Civil Code.

It is noted that any decisions regarding the renewal, including tacit or automatic renewal, of contracts and relations stipulated with related parties of the Issuer in the period prior to the formal adoption of the related party transactions policy and Procedure described above, shall be made in compliance with this Procedure once it has been approved by the Board of Directors subsequent to the Trading Start Date.

In light of the provisions of Legislative Decree No 49/2019, as implemented by Consob Resolution No. 21624 of 10 December 2020 published on 11 December 2020, the Company shall adapt the Procedure within the timescales required by law (i.e. by 30 June 2021).

14. APPOINTMENT OF THE STATUTORY AUDITORS

The Board of Statutory Auditors is appointed at the Company's ordinary Shareholders' Meeting.

Pursuant to articles 21 in 22 of the Articles of Association, the Issuer has adopted a transparent procedure for the appointment of the statutory auditors which guarantees, among other things, adequate and timely information regarding the personal and professional features of the candidates in office.

For as long as the Company's shares are listed on a regulated market in Italy or in another member state of the European Union, the Board of Statutory Auditors will be elected at the ordinary Shareholders' Meeting on the basis of lists submitted by the shareholders as provided below and ensuring a gender balance respecting the applicable laws and regulations.

Shareholders have the right to submit a list to the extent that they hold, whether individually or jointly with others on the date of submission of said list, the share percentage established by law or regulations in force from time to time (4.5%, pursuant to the Consob Management Deliberation No. 48 of 7 May 2021).

The lists have two sections: one for the appointment of statutory auditors and the other for the appointment of alternate auditors. The first candidate in each section shall be a certified auditor and shall have worked for a minimum of 3 (three) years as an auditor for clients that are legally required to have their financial statements audited. Should the other candidates do not meet such requirement for the immediately preceding period, they must meet the other professional requirements under applicable legislation and regulations from time to time. In the event of non-fulfilment of the obligations laid down in this paragraph, the list will be deemed unsubmitted.

Each list that contains 3 (three) or more candidates (mindful that there are two sections), shall also include a number of candidates from the under-represented gender so as to ensure that the list respects the principle of equality between genders and the number is at least the minimum required under the laws and regulatory provisions in force from time to time. Any list that fails to fulfil the obligations laid down in this paragraph shall be deemed unsubmitted.

As concerns gender balance, please refer to that discussed above in Paragraph 4.1 above in relation to regulatory changes and the consequent amendments to the Articles of Association which were approved by the shareholders at a Shareholder's Meeting held in 2021.

The lists shall be submitted within the period prescribed by the applicable legislation referred to in the convocation notice at the Company's registered office or electronically, as stated in the notice, and made public within the timeline and in the manner laid down by applicable legislation and regulations. If by the deadline for the submission of lists, only one list has been submitted or there are only lists submitted by shareholders acting together within the meaning of art. 144-quinquies of the Issuer Regulation, then lists may be submitted for up to three days after said deadline. In this event, the thresholds indicated in the Articles of Association are reduced by half. Together with the lists, the following shall also be submitted:

• (i) information about the shareholders who submitted the list and an indication of the percentage of equity held by them;

• (ii) a declaration from shareholders other than those who hold, even jointly, a controlling or relative majority interest, certifying the absence of direct or indirect relationships with such shareholders under applicable legislation and regulations;

• (iii) the curriculum vitae of the candidates and a declaration from each candidate attesting that there are no grounds for ineligibility or incompatibility and that he or she meets the requirements for office;

• (iv) information about the candidates with an indication of administrative and supervisory positions held in other companies, as well as a declaration by the candidates that they meet the requirements, including those in terms of integrity, professionalism, independence and those concerning concurrent office, provided by applicable legislation and regulations and the articles of association, and their acceptance of the nomination and office, if elected;
• (v) a declaration whereby each candidate accepts his or her nomination;
• (vi) any other declaration, information and/or document as may be required by applicable legislation and regulations.

Any shareholder/s, who have signed a shareholders' agreement pertaining to the Company and relevant for the purposes of article 122 of the TUF, parent company, controlled companies and companies under common control and any other entities with whom a relationship exists, including indirectly within the meaning of applicable legislation and regulations, may not submit or participate in the submission of more than one list, even through an intermediary or trust company, nor vote for different lists.

Each candidate shall only be included in one list, otherwise he or she shall be considered ineligible.

Any list not complying with the provisions set forth in this paragraph shall be considered as not having been submitted.

The statutory auditors will be the first two candidates from the list with the highest number of votes ("Majority List") and the first candidate from the list obtaining the second highest number of votes ("Minority List") submitted by shareholders who are not related, even indirectly, to the shareholders who submitted or voted for the Majority List, and this candidate will also be appointed Chairman of the Board of Statutory Auditors.

The alternate auditors will be the first alternate candidate on the Majority List and the first alternate candidate on the Minority List.

If the gender balance is not achieved as required by applicable legislation including any pro tempore regulations, the necessary replacements will be selected from the candidates put forward for the office of standing auditor on the Majority List, in the order in which the candidates are listed.

If fewer candidates are elected based on the lists submitted than there are auditors to be elected, the remainder will be elected at the Shareholders' Meeting on simple majority ensuring that the gender balance required under applicable legislation, including any pro tempore regulations, is achieved.

In the event of a tie between the lists, a tie-breaker vote to decide the between the candidates subject of the tie shall be held for anyone entitled to vote at the Shareholders' Meeting. The candidates who obtain a simple majority of the votes shall be elected.

If only one list is submitted, the entire Board of Statutory Auditors shall be elected from that list in accordance with applicable legislation and regulations. If no list is submitted, the Shareholders' Meeting will shall resolve on the candidate by statutory majority.

The Chairman of the Board of Statutory Auditors shall be the statutory auditor elected from the Minority List, unless only one list is submitted or no list is submitted; in such cases the Chairman of

the Board of Statutory Auditors shall be appointed at the Shareholders' Meeting by resolution a voted on simple majority of representative votes.

15. COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (pursuant to art. 123-bis, paragraph 2, letters d) and dbis) TUF)

Pursuant to art. 21 of the Articles of Association, the Board of Statutory Auditors shall be comprised of 3 (three) statutory auditors and 2 (two) alternate auditors who satisfy the requirements of professionalism, integrity and independence as required by law and other applicable provisions.

As concerns the requirement of professionalism in particular, pursuant to art. 1, paragraph 2, letters b) and c) of Ministerial Decree 162 of 30 March 2000, matters and sectors of activity which are closely related to those of the business carried out by the Company means those matters and sectors of activity connected to or inherent in the operations of the Company, as these are indicated in the corporate objects clause.

The requirements, functions, responsibilities of the Board of Statutory Auditors are governed by law.

Statutory Auditors shall remain in office for three company financial years. Their term of office shall expire on the date of the Shareholders' Meeting convened to approve the financial statements relative to their third year in office. Said auditors may be re-elected.

The Board of Statutory Auditors in office at the date of this Report and appointed at the Shareholders' Meeting on 18 June 2019 is composed of Giuseppina Manzo (Chairman), Maurizio Voza and Federica Mantini (standing auditors), Valeria Francavilla and Davide Barbieri (alternate auditors). Such composition shall remain in office until the approval of the financial statements as at 28 February 2022.

At the Shareholders' Meeting held on 18 June 2019, the standing auditors Maurizio Voza and Federica Mantini, as well as the alternate auditor Valeria Francavilla, were selected from the list of candidates presented by Monte Paschi Fiduciaria S.p.A. on behalf of IEH (Majority List, based on a vote of 59.62% of the ordinary shares admitted to vote). The Chairman of the Board of Statutory Auditors, Giuseppina Manzo as well as the alternate auditor Davide Barbieri were selected from the list (Minority List) presented by institutional investors.

At the date of this Report, the Board of Statutory Auditors is therefore composed as follows:

Name and Surname	Office Held	Year of birth	Date of first appointment	In office since	In office until	List21	Independence from the code	Attendance at the meetings 22	Nr. of assignments23
Giuseppina	Chairman	1981	18/06/2019	18/06/2019	2022 financial	m	X	100,00%	6 (of which 1
Manzo					statements				issuers)
					approval
Maurizio Voza	Statutory auditor	1976	23/06/2012	12/12/2016	2022 financial	M	X	100%	3 (of which 1
					statements				issuers)
					approval
Federica	Statutory auditor	1973	18/06/2019	18/06/2019	2022 financial	M	X	100,00%	7 (of which 1
Mantini					statements				issuers)
					approval
Valeria	Alternate Auditor	1981	18/06/2019	18/06/2019	2022 financial	M	X	N/A	16 (nessuna
Francavilla					statements				emittente)
					approval
Davide Barbieri	Alternate Auditor	1984	18/06/2019	18/06/2019	2022 financial	m	X	N/A	10 (of which 1
					statements				issuers)
					approval

²¹ This column indicates the M/m depending on whether the member was elected from the list voted by the majority (M) or by a minority (m). ²²This column contains the attendance rate of the auditors at meetings of the Board of Statutory Auditors (ratio between the number of attendances and the number of meetings held during the actual time during which the individual in question was in office).

²³ This column contains the number of offices held by the individual in question as a director or statutory auditor which are deemed relevant for the purposes of article 148-bis TUF (including the Issuer), in addition to the office held in the Company and in any of its controlled companies. The complete list of offices is published by Consob on its own website pursuant to art. 144-quinquiesdecies of the Issuers' Regulation. Offices (if any) held in listed companies are indicated in brackets.

For more information about the members of the Board of Statutory Auditors, please refer to the website of the Issuer https://unieurospa.com/en/_home/, in the section "governance/board of auditors" where the curriculum vitae of Statutory Auditors illustrating the professional characteristics of the Auditors are available.

Pursuant to the recommendations made in the Self-Regulation Code and in accordance with applicable laws, the Board of Statutory Auditors shall monitor the financial reporting process, the efficacy of the Internal Control and Risks System, the legal auditing of the annual and consolidated accounts and the independence of the independent auditors, in particular as concerns any nonauditing services this latter may provide. To correctly perform their own activities, the Statutory Auditors may request the Internal Audit Manager to carry out checks on specific operating areas or company operations.

During Financial Period, in the performance of its activities, the Board of Statutory Auditors have coordinated with the Internal Audit Department and the Control and Risk Committee by means of participation in discussions on issues of specific interest. The Internal Audit Manager has participated on a regular basis in the checks carried out by the members of the Board of Statutory auditors.

All Statutory Auditors must satisfy the requirements of eligibility, integrity and professionalism as provided by the applicable laws and regulations. Furthermore, in application of the recommendations set forth under Application Criterion 8.C.1. of the Self-Regulation Code, the above-mentioned article 21 of the Articles of Association provides that all Statutory Auditors must satisfy the requirements of independence set forth in the applicable legislation and regulations.

In application of article 144-novies of the Issuer Regulation and the above-mentioned application criterion, the holding the requirements indicated above by the members of the Board of Statutory Auditors shall be assessed by the Board of Statutory Auditors:

• (i) after their appointment; the outcomes of this verification shall be disclosed to the market by press release;
• (ii) every year; the relative results shall be provided in the report on corporate governance.

On the Trading Start Date, the Board of Directors ascertained that all the members of the Board of Statutory Auditors in office at that time fulfilled the requirements of professionalism and integrity required by article 148 TUF and Regulation No.162/2000 adopted pursuant to the Ministry of Justice, and that the offices they held did not exceed the cumulative limit set under article 144-terdecies of the Issuer Regulation.

The 8 April 2020, was the last occasion upon which the Board of Statutory verified that all the members of the Board of Statutory Auditors continue to fulfil the requirements of integrity and professionalism required by article 148 TUF and the implementation regulation adopted with Decree No. 162/2000 issued by the Ministry of Justice. At 14 April 2020 meeting, the Board of Directors also verified the continued fulfilment of the independence requirements of article 148, paragraph 3 TUF and the combined provisions of articles 3 and 8 of the Self-Regulation Code, for all members of the Board of Statutory Auditors and found that none of them falls within the remit of the matters under article 148, paragraph 3 TUF and the combined provisions of articles 3 and 8 of the Self-Regulation Code.

Also on 8 April 2020, the Board of Statutory Auditors examined the outcomes of the self-assessment process pursuant to rule Q.1.1. (Code of Conduct of the Board of Statutory Auditors of listed companies - April 2018) to ascertain the existence and continuance of members' suitability requirements as well as its correct and effective operation. Said Board of Statutory Auditors' selfassessment process, deemed to be successfully concluded, was recorded in minutes and sent to the Board of Directors.

Please note that, in application of Recommendation No. 7 of the Corporate Governance Code which specifies determined circumstances deemed to compromise or that would appear to compromise, the independence of a director (as well as that of an auditor, pursuant to Recommendation No. 9) - the Board of Directors on April 15 2021 following a preliminary assessment carried out by the Remuneration and Appointments Committee, laid down the assessment criteria to measure the relevant nature of commercial, financial or professional relations of independent directors with the Company, as well as any additional remuneration received by said directors in relation thereto.

More specifically, the Board of Directors deems a Director to satisfy the independency requirements based on the following factors, without prejudice to any particular circumstances to be considered based on the specific case:

• the total value of any commercial, financial or professional relationships maintained during the current year or in the three previous years with the Company and/or its subsidiaries or with its executive directors or top management or with a person who controls the company or with the related executive directors or top management, does not exceed the lesser amount between:
• o 5% of the annual turnover of the company or entity of which the Director has control, or is a key representative of, or of the professional firm or consulting company which he/she is a partner in;
• o (i) Euro 300,000 (meaning an annual fee for professional services rendered to the Company by the company or body over which the Director has control of or of which he/she is a key representative or by the professional firm or company consultancy of which he/she is a partner in or (ii) Euro 150,000 (meaning an annual fee for the professional services rendered to the Company by the Director as an individual professional).
• the additional remuneration paid directly to the Director during the current financial period or in the three previous financial periods (i) by the Company or (ii) by its parent company or any subsidiaries thereof, does not exceed the overall remuneration he/she receives due to his/her office and participation in those committees recommended by the Corporate Governance Code or envisaged by the legislation in force.

The Board also specified that the fact of being a "close family member" of a person who exceeds one of the above-mentioned thresholds is also a circumstance deemed relevant to the compromising of a director's independence, whereby "close family members" are deemed to be parents, children, spouses who are not legally separated and cohabitants, in alignment with that set forth in the Q&A

to the Corporate Governance Code published in November 2020 by the Corporate Governance Committee.

With regard to the Board of Statutory Auditors, you are reminded that the Corporate Governance Code provides that all members of the control body shall satisfy the same independence requirements as those applicable to directors under Recommendation 7. The independence assessment shall be carried out by the management body or the control body in the manner and within the timelines mentioned above, on the basis of the information provided by each member of the control body. As concerns the specific practice of Unieuro S.p.A., we remind you that, to date the Board of Statutory Auditors performs the assessment of its own members' independence in compliance with standard Q.1.1. (Self-assessment of the board of statutory auditors) referred to in the code of conduct governing boards of statutory auditors of listed companies (April 2018 version) and then informs the Board of Directors of its findings.

That stated, on 21 April 2021 the Board of Statutory Auditors found that all members of the Board of Statutory Auditors satisfy the independence requirements provided for by law and by the Corporate Governance Code as well as the integrity and professionalism requirements under art. 148 TUF and its implementing regulation adopted by Decree of the Ministry of Justice No. 162/2000. On May 13 2021, the Board of Director took note of said findings.

Also on 21 April 2021, the Board of Statutory Auditors verified the outcomes of the self-assessment process pursuant to regulation Q.1.1. (Code of conduct of Boards of Statutory Auditors of listed companies - April 2018) so as to check the existence and continuity of conformance with eligibility requirements on the part of its members and the correctness and effectiveness of its own system. The self-assessment process was recorded in minutes and found to have a satisfactory outcome. Said minutes were furnished to the Board of Directors.

Below is a summary on the members of the Board of Statutory Auditors.

GIUSEPPINA MANZO

Giuseppina Manzo was born in Taranto on 9 January 1981 and graduated in Business Law and Economics from the Luigi Bocconi University of Milan in 2004. In 2009, she was admitted to the Order of Chartered Accountants of Milan and the Register of Official Auditors. In 2013, she gained an Executive Masters diploma in Corporate Finance and Banking from the SDA Bocconi School of Management. She acts as auditor for numerous companies, some of which are listed on the Italian Stock Exchange. Having commenced her professional career in Hitachi Europe S.r.l., she moved to Banca Intesa S.p.A. and then to the firm of Professor Angelo Provasoli. Currently she is a manager at the firm Partners S.p.A.

MAURIZIO VOZA

Maurizio Voza was born in Eboli (SA) on 5 February 1976 and gained his degree in business and economics in 1994 from Federico II University of Naples. In 2001, he attended a master's degree course in insurance and risk management at the Luigi Bocconi University of Milan and in 2007 he gained a master's degree in VAT Specialization organized by IPSOA, Milan. From 2002 to 2005 he worked for Ernst & Young S.p.A. and subsequently became Tax/Balance Supervisor at BMW Group S.p.A. and at Fluidra Service Italia S.p.A. A chartered accountant and auditor since 2003, has held

the position of chairman on the board of auditors of numerous companies and acts as sole auditor for numerous Italian councils. He has been the Financial Manager for Lee Hetch Harrison S.r.l./Adecco Group, since 2012, where he also served as a member of the board of directors.

FEDERICA MANTINI

Federica Mantini was born in Milan on 18 August 1973 and graduated in business and economics from the Catholic University of Milan. She is admitted to the Order of Chartered Accountants of Milan, the Register of Auditors and is on the roll of Court Appointed Technical Consultants - Court of Milan. She is an expert on the "Professional Technique" course of the Catholic University of Milan. She sits on the board of statutory auditors of various companies, as well as on the board of directors of Colombo & Associati S.r.l. Founder of LM Studio in May 2019, Ms Mantini was previously a Partner of Colombo & Associati S.r.l. from 2012 to 2019 and has also worked with Borghesi Colombo & Associati, Deloitte Financial Advisory Services S.p.A., Poli & Associati S.p.A. and Deloitte & Touche S.p.A.

VALERIA FRANCAVILLA

Valeria Francavilla was born in Saronno (VA) on December 1, 1981 and graduated in business and economics from the L.I.U.C University of Castellanza (VA). She acts as standing auditor and alternate auditor in numerous public companies in diverse business sectors, as well as sole director of Ma.pi.fin. S.r.l. Having started her professional career at the associated firm Guatri-Contri, she is currently a chartered accountant in Milan at the Conti Firm.

DAVIDE BARBIERI

Davide Barbieri was born in Cremona on 2 July 1984 and graduated in Business Administration and Management from the University of Parma in 2008. In 2012 he was admitted to the Order of Chartered Accountants of Parma and to the Register of Auditors. Mr Barbieri is also a Partner of the "Professional Association of Certified Accountants Cerati Giuseppe Laurini Luca Ampollini Carla". Mr Barbieri acts as chairman of the board of statutory auditors of Danieli & C. as well as standing auditor and alternate auditor of various companies operative in diverse sectors. He also carries out functions of administrator, receiver and liquidator. He is currently a partner of the Cerati Laurini & Ampollini firm.

During the Financial Period, the Board of Statutory Auditors met 12 times, with each meeting having an average duration of 2.5 hours and with a percentage attendance as per that indicated in the above Table. For the 2021-2022 financial period at least 10 meetings have currently been scheduled (4 of which have already been held as at the date of this Report).

15.1 Diversity criteria and policies

With regard to the diversity policy, as already reported above in relation to the Board of Directors, on 18 March 2021, said Board of Directors assessed whether it would be opportune to adopt a

specific diversity policy; they decided that such a specific policy was not necessary on grounds that the set of legislative and regulatory provisions, including the provisions of the Self-Regulation Code concerning the composition of the administrative, management and control bodies of the Company allows for an adequate composition regarding aspects such as gender, age, experiences, professional and personal characteristics.

In any case, it should be noted that the Board of Statutory Auditors currently consists of 3 members belonging to the most represented gender and 2 members belonging to the under-represented gender.

The Chief Executive Officer has ensured that following their appointment and during their term of office, the statutory auditors shall be able to participate in the most appropriate way in those initiatives aimed at furnishing them with adequate knowledge of the sector of activity in which the Issuer operates, the Company dynamics and their evolution, the correct risk management principles as well as the reference regulatory and self-regulatory framework (Application criterion 2.C.2.).

The compensation of the standing members of the Board of Statutory Auditors is determined at an ordinary Shareholders' Meeting at the time of their appointment. The information on the remuneration of the Statutory Auditors is set forth in the Report concerning the policy of remuneration and recompense paid which has been drawn up by the Company pursuant to art. 123-ter TUF and is available on the Company's website.

The Statutory Auditors shall carry out their duties autonomously and independently in relation to the Shareholders. For this purpose, any Auditor who has an interest in a specific Company transaction whether on his/her own behalf or on behalf of any third party, shall promptly and comprehensively inform the other Auditors and the Chairman of the Board of Directors as to the nature, terms, origins and scope of his/her such interest.

16. SHAREHOLDER RELATIONS

Shareholders have access to the most significant corporate documentation which is provided speedily and on an ongoing basis on the website https://unieurospa.com/en/\_home/. All price sensitive press releases disclosed to the market can be found on this website as can the periodic accounting documentation of the Issuer as soon as it has been approved by the appropriate corporate bodies (annual financial statements, half year financial statements, interim reports on operations) as well as all documentation as is required to be published by law.

Specifically, the main documents relating to Corporate Governance as well as the Organisational Model pursuant to Legislative Decree No. 231/2001 can be consulted on the above website.

Pursuant to Article 2.2.3, paragraph 3, letter k) of the Stock Market Regulation, on 7 February 2017, the Board resolved to appoint Italo Valenti as the manager of the Investor Relations who will handle relations with all shareholders and institutional investors and also perform any specific duties relating to the management of price sensitive information and the relations with Consob and Borsa Italiana²⁴ .

In a critical and volatile year such as 2020/21 has been, Unieuro has assured of its ever-greater willingness to communicate and engage in reliance on its Investor Relations function whose primary objective has been that of ensuring apposite alignment of financial market information in light of the unfolding rapid series of events, underlining the solidity of Unieuro and the continuity of its medium and long-term prospects.

Such unprecedented and challenging context, which began in March 2020, initially caused an increase in investors' concerns as to the sustainability of the business itself against the background of a pandemic with unpredictable outcomes and lightning-fast spread. During the first months of the year, Unieuro demonstrated its ability to communicate proactively, seriously and transparently, taking the most appropriate opportunities to share the current state of operations and also highlighting risks, opportunities, objectives and actions taken to deal with the emergency situation.

As of May, with the emergence of strong consumption trends favourable to the Company's business, the Corporate IR & Communication function focused on sharing positive messages with external stakeholders as and when the news was known, with particular attention on the criterion concerning fair and balanced information and the significance thereof for the purposes of correct valuation of listed stock.

During its activities interfacing with the financial market, Unieuro was called to demonstrate its ability to realise the vision which it has promoted to potential investors ever since its IPO.

During the 2020/21 financial period, such activities concerned:

▪ promotion of quality coverage of the Unieuro stock on the part of brokers, followed by a pan-European broker (Kepler Cheuvreux) and three Italian brokers (Mediobanca, Banca Akros and Alantra);

²⁴ It should be noted that on 9 April 2021 Unieuro announced that, following the signing of an agreement for the consensual resolution of the employment relationship with the Company, with effect from May 31, 2021 Italo Valenti will leave his office as Chief Financial Officer and the positions of manager in charge of the preparation of the financial statements and investor relator of Unieuro and will pursue other professional opportunities. Italo Valenti will hold its positions and responsibilities until such date in order to assist the Board of Directors in the approval of the consolidated financial statements and the draft financial statements as at 28 February 2021. The Company has appointed Marco Pacini as the new Chief Financial Officer and manager in charge of preparing the Company's corporate accounting documents, starting from 1 June 2021.

• organization of conference calls dedicated to financial analysts and investors for public and direct discussion with management on the evolution of the emergency and concerning the company's economic, financial, and assets/liabilities results.
• participation in investor conferences and roadshows organized by third parties and strictly held on a virtual basis - with particular reference to the STAR Conference held in May 2020 promoted by Borsa Italiana;
• constant updating of the corporate website, https://unieurospa.com/en/\_home/, dedicated to all those stakeholders, in particular financing stakeholders, interested in learning more about Unieuro's corporate identity, its strategies, its results and, more generally, its investment case. The site also serves as an archive for corporate documentation for the benefit of shareholders and investors;
• promoting Unieuro visibility on the main financial, traditional and digital media, on occasion of the publication of information on periodic results and extraordinary transactions;
• use of the professional social network LinkedIn as a workable instrument for sharing corporate content for the benefit of small shareholders and employees in particular.

In compliance with the recommendations of the Corporate Governance Code, the Company shall establish a dialogue policy with shareholders for submission for Board of Directors' approval during the year 2021/2022.

17. SHAREHOLDERS' MEETINGS (pursuant to art. 123-bis, Para. 2, letter c) TUF)

Pursuant to the provisions of the applicable laws, the ordinary Shareholders' Meeting will approve the financial statements, appoint and revoke directors, Statutory Auditors, the Chairman of the Board of Statutory Auditors and establish the remuneration of the directors and the Statutory Auditors and resolve on any other issues that fall under its competence pursuant to the law. The extraordinary Shareholders' Meeting will resolve on amendments to the Articles of Association as well as any other issues which fall under its exclusive competence pursuant to the law.

The Company fully embraces the references contained in art. 9, Principles 9.P.1 and 9.P.2 of the Self-Regulation Code, which aim to: (i) promote initiatives to facilitate participation of the largest possible number of shareholders at the Shareholders' Meetings and the exercise of their shareholders' rights; and (ii) ensure continuing dialogue with the shareholders which is founded on an understanding of the reciprocal roles (Board of Directors and Shareholders' Meeting). The Company considers it appropriate to also adopt specific measures aimed at appropriately making best use of the meeting institution - in addition to ensuring regular participation of its own directors at the Shareholders' Meetings.

Indeed, mindful of the desired outcomes intended by special legislation regarding listed companies, by shareholders' meeting resolution of 6 February 2017, the Company obtained a shareholders' meeting regulation aimed at governing the order and operation of the meetings and ensure that each shareholder is able to give personal input on issues on the agenda.

The contents of the regulation are in line with the latest models which have been specifically created by certain business associations for listed companies, as provided by the aforementioned resolution.

In accordance with art. 9 of the Articles of Association, the Shareholders' Meeting may be ordinary or extraordinary as defined by law and it shall be convened, pursuant to and in the manner provided by the law, at the headquarters of the Company or elsewhere, provided the location is within Italy. The convocation notice, which shall contain the information required pursuant to the applicable law and regulations shall be published on the Company's website and advertised in the any other manner provided for by the applicable law and regulations.

The ordinary Shareholders' Meeting must be convened at least once per year for approval of the annual financial statements within 120 (one hundred and twenty) days from the end of the financial year or within 180 (one hundred eighty) days in those cases permitted by law.

During the Financial Period, two Shareholders' Meetings were held, the first on 12 June 2020 at which shareholders holding 29.45 of the share capital were in attendance. The second was held on 17 December 20201 with shareholders holding 42.57% of share capital in attendance.

Participation by those entitled to vote at said Shareholders' Meetings was carried out by the representative designated pursuant to art. 135-undecies TUF, which is Spafid S.p.A. This manner of participation was used on grounds that the Board of Directors, in consideration of the emergency situation, deemed it apposite to avail of the option under art. 106 paragraph 4 of Legislative Decree No 18 of 17 March 2020, converted with amendments into Law of 24 April 2020, the application of which was last extended by Legislative Decree 31 December 2020 No. 183 converted with amendments into Law February 26 2021 No. 21.

Members of the Board of Directors and statutory auditors in office participated in the abovementioned two Shareholders' Meeting during which the Chairman of the Board of Directors and the

Chief Executive Officer reported on behalf of the Board of Directors on the operations carried out and those that are scheduled, duly furnishing the shareholders with sufficient information so they have knowledge of the facts as required for them to resolve on the decisions under the competence of the Shareholders' Meeting. Prior to the meeting, within the deadlines and in the form prescribed by law and the Articles of Association, Shareholders were provided with all documentation prepared in support of the individual items on the agenda.

17.1 Right to participate and vote at the Shareholders' Meeting

Each share carries one vote.

Persons who are entitled to vote are allowed to intervene at the Shareholders' Meeting.

The right to attend the Shareholders' Meeting and exercise voting rights is attested by means of a communication to the Company by the intermediary on behalf of the individual evidenced as holding voting rights at the end of the accounting day on the seventh day on which the market is open, prior to the date set for the first convocation of the Shareholders' Meeting. Such communication from the intermediary must be received by the Company by the end of the third day that the market is open prior to the date set for the first convocation of the Shareholders' Meeting or any other deadline set by the applicable laws and regulations. The rights of attendance and vote shall still apply even if the communications have been received by the Company later than the deadlines indicated above, provided such communications are received before commencement of the Shareholders' Meeting upon single convocation.

Individuals entitled to attend the Shareholders' Meeting may be represented by a proxy authorised in accordance with the law. Shareholders are entitled to notify the Company regarding any proxy participation at the Shareholders' Meeting by sending notice thereof by e-mail to the address indicated in the notice of convocation of the Shareholders' Meeting or by any other manner as may be indicated. Postal voting is permitted in conformity with the applicable laws and regulations and with the methods indicated in the convocation notice.

17.2. Conducting of Shareholders' Meetings

The Shareholders' Meeting is deemed quorate and can pass resolutions with the majorities provided for by law.

A Shareholder may vote by post in accordance with the procedures set by law.

The Shareholders' Meeting shall be chaired by the Chairman of the Board of Directors and, in his or her absence, the person designated by the attendees.

The Chairman of the Shareholders Meeting, including by means of any specifically delegated person/s, shall verify that the Shareholders' Meeting is quorate, ascertain the identity and legitimation of the attending shareholders and regulate the proceedings - for such purpose establishing the procedures for discussion and voting (no secret ballots) - and ascertain the results of the vote.

The Chairman will be assisted by a secretary, who does not have to be a shareholder, appointed at the Shareholders' Meeting. In the cases allowed by the law, or when the Shareholders' Meeting so considers appropriate, the functions of the secretary will be exercised by a notary public.

The resolutions passed at the Shareholders' Meeting shall be detailed in the meeting minutes and signed as provided for by law.

In addition to the provisions of the law and the Articles of Association, the Shareholders' Meeting shall also be governed by the Shareholders' Meeting Regulation which was approved on 7 February 2017, effective from the Trading Start Date of the company shares on the MTA - Star segment. The Shareholders' Meeting Regulation is available on the Company's website https://unieurospa.com/en/\_home/ under the section "Corporate Governance".

*****

During the Financial Year there has been an extreme market volatility of stock prices triggered by the sudden spread of the pandemic and the uncertainty associated therewith. As far as changes in the composition of the shareholder structure is concerned, you are referred to that stated in chapter 2 of this Report.

18. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to art. 123-bis, paragraph 2, letter a) TUF)

The Issuer has not adopted corporate governance practices that are additional to those required by the applicable laws and regulations.

Specifically, please refer to the previous Paragraph 10.4 of the Report with regard to the model adopted by the company pursuant to Legislative Decree No. 231/2001.

19. CHANGES TO THE CLOSURE OF THE FINANCIAL Period OF REFERENCE

As of closure of the Financial Period up to the date of this Report, there have been no changes in the corporate governance structure compared to those indicated in the specific sections of this Report.

20. CONSIDERATIONS ON THE LETTER OF 22 DECEMBER 2020 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

The recommendations formulated by the Chairman of the Corporate Governance Committee in its communication of 22 December 2020 were, first of all, submitted to the attention of the Chairman of the Board of Directors, the Chief Executive Officer and the Chairman of the Board of Statutory Auditors (the parties to whom this letter was addressed). Such recommendations were evaluated by the above-mentioned recipients and then were brought to the attention of the Board of Directors and the Board of Statutory Auditors during the meeting held on 18 March 2021, following examination of said recommendations by the Remuneration Appointments Committee in the meeting held beforehand on 11 March 2021.

The below table illustrates the position of Unieuro on the recommendations of the Chairman of the Corporate Governance Committee.

AREA	RECOMMENDATION	ACTIVITIES of UNIEURO
Sustainability	integrate the sustainability of the business activity into the definition of strategies, internal control and risk management system and the remuneration policy, also on the basis of an analysis of the relevance of the factors that may affect the generating of value in the long term	Activities carried out: • The Unieuro MBO system provides a performance objective linked to customer satisfaction as resulting from questionnaires submitted to them and this confirms the Company's attention to the level of interaction with its end users. • As evidence of interest on the topic, in November 2020 Unieuro appointed a Sustainability Committee.
		Ongoing activities: • The Board of Directors is evaluating positively, through the preliminary work of the Sustainability Committee and the Appointments and Remuneration Committee, introduction of a performance target linked to a sustainability index within the second cycle of the LTIP 2020- 2025. • The strategic plan of Unieuro, as is soon to be approved, will take into account the topic of sustainability as an integrated element in the business.
Pre-consiliar information	explicitly determine the deadlines deemed appropriate for the submission of documentation	On going activities: • Within the fiscal year, the Board of Directors will be called to

	provide a clear indication of the terms identified and their actual compliance in the corporate governance report do not provide that such time limits may be waived for the sole purpose of confidentiality	approve the Board Regulation that will contain, in addition to the above procedure, the elements of governance necessary for the correct and proper management of the body. • A procedure on the management of information flows between the company functions is being drafted and will be integrated into the Board of Directors' Regulations.
Application of the independence criteria	always justify on an individual basis the possible disapplication of one or more independence criteria define ex ante the quantitative and/or qualitative criteria to be used in assessing the significance of the relationships being evaluated	Activities carried out: • The Board of Directors has never disapplied the independence criteria set out in the Self Regulations Code and/or the Corporate Governance Code. • On 15 April 2021, the Board issued a document setting out "Qualitative and quantitative criteria for the analysis of the relations between directors and Unieuro S.p.A. when assessing the independence requirements".
Self-assessment of the management body	Overseeing the board review process Assess the contribution of the board to the definition of strategic plans.	Activities carried out: • The board review process has been prepared in accordance with the Regulations of the Remuneration and Appointments Committee. Ongoing activities: • The Company is preparing a new Strategic Plan, involving and updating from time to time the Board and the intra-board committees for the parts of their

		respective competence also in order to transpose their inputs.
Appointment and succession of directors	give a detailed account of the activities carried out by the Appointments Committee where they are unified with the Remuneration Committee or its functions are attributed to the Board of Directors.	Activities carried out: • Half-yearly report of the activities carried out by the Remuneration and Appointments Committee to the Board of Directors. • When reporting on corporate governance and activities, details are given concerning the activities carried out by the Committee acting as Appointments Committee compared to those carried out acting as Remuneration Committee.
	Ensure the completeness and timeliness of the draft resolutions functional to the appointment process of corporate bodies and express, at least for those companies with non concentrated ownership, an orientation on its optimal composition;	Planned activities: • Taking into account the renewal of the Board of Directors which will take place at the Shareholders' Meeting 2022, the Company will evaluate in good time the formulation of guidelines on the composition of the administrative body
	Provide, at least in large companies25 , a succession plan for executive directors identifying at least the procedures to be followed in the event of early termination of office.	Activities carried out/ongoing: • The Succession Plan of the CEO reached a point of execution with the appointment of the General Manager. • the elaboration of a plan of succession centralized on the first business lines is in the process of analysis.

²⁵ It should be noted that Unieuro is not a "large" company within the meaning of the Corporate Governance Code, which defines a large company as a company whose capitalisation exceeded 1 billion euro on the last open trading day of each of the three previous calendar years.

Remuneration policies	provide clear guidance on the identification of the weighting of the variable component, distinguishing between components related to annual and multiannual time horizons;	Activities carried out: • Within the Remuneration Policy, Unieuro already provides these details.
	strengthen the link between variable remuneration and long-term performance objectives, including, where relevant, non-financial parameters;	Activities carried out: • the new long-term performance share incentive plan for 2020- 2025 was approved during the December 2020 Shareholders' Meeting.
		On going activities: • The Board is assessing the introduction of a performance target linked to a sustainability index within the remit of the second cycle of the LTIP 2020- 2025.
	limit to exceptional cases, following appropriate explanations, the possibility of paying out sums not linked to predetermined parameters (i.e. ad hoc bonuses);	Starting from the Remuneration Policy approved by the Shareholders' Meeting held in June 2020, the right to recognize one-off bonuses for the achievement of results of particular strategic significance was eliminated.
	define criteria and procedures for awarding severance allowances on termination of office;	The Company ensures compliance with the provisions in force regarding the definition of criteria and procedures required for awarding severance allowances on termination of office, as reported in the Remuneration Policy.
	verify that the level of remuneration granted to non-executive directors and members of the supervisory body is adequate for the competence, professionalism and commitment required by their appointment.	The Company has carried out an analysis of the compensation granted to directors and statutory auditors and, also in the light of these results, deemed it appropriate to submit an adjustment of said compensation for approval at the

	Shareholders' Meeting scheduled for 15
	June 2021

TABLE 1

STRUCTURE OF THE SHARE CAPITAL

	No. ordinary shares	% compared to CS	Share of quoted capital: % on ordinary capital	Rights and obligations
Ordinary shares	20,397,98726	100%	100%	ordinary

MAJOR HOLDINGS IN SHARE CAPITAL

Reference date: 13 May 2021

Subject placed at the top of the shareholding chain	Direct shareholder	No. ordinary shares	% of ordinary share capital	% of voting share capital
Iliad SA	• Iliad Holding S.p.A. • Iliad SA	2,060,374	10.16%(*)	10.16%(*)
Amundi Asset Management	Amundi SGRpa	1,363,501	6.72%	6.72%
Mediolanum Gestione Fondi SGR p.A.	Mediolanum Gestione Fondi SGR p.A.	982,954	4.85%	4.85%
Giuseppe Silvestrini	• Victor S.r.l. • Giuseppe Silvestrini	860,434	4.24%	4.24%
JPMorgan Asset Management Holdings Inc.	JPMorgan Asset Management (UK) Limited	663,571	3.27%	3.27%

(*) to which is added a 1.9% related to an equity swap subscribed to by Iliad Holding S.p.A. maturing on 17 September 2021, with underlying Unieuro shares.

²⁶ Shares resulting from the latest certification of the share capital deposited in the Chamber of Commerce