BOARD OF DIRECTORS

The Board of Directors is characterised by the presence of suitably differentiated professional profiles and varied skills; it includes business managers, financial profiles, professionals, as well as academic profiles. The Board is composed of 7 independent directors out of 11 and 2 executive directors, the Managing Director and the General Manager. The number and skills of the non-executive directors are therefore such as to ensure that they have significant weight in the adoption of board resolutions and to guarantee effective monitoring of management.

Considering the separation of the offices of Chairman and Chief Executive Officer, as well as the circumstance that the office of Chairman is not held by the person who controls the issuer and that the Chairman is not an executive, the company has not appointed an independent director as lead independent director, as the conditions set forth in Recommendation 13 of the Corporate Governance Code are not met.

Unieuro has appointed its own Board Secretary, whose requirements and powers are defined in Article 6 of the Board of Directors Regulation.

Pursuant to Article 12 of the Articles of Association, the management of Unieuro is entrusted to a Board of Directors composed of an odd number of members no less than 7 and no more than 15. The directors remain in office for the period fixed by the shareholders' resolution appointing them, up to a maximum of three financial years, and may be re-elected.

In accordance with the provisions of Article 147-ter of the Consolidated Law on Finance, the Company's Bylaws provide that directors are appointed through the list voting mechanism.

The Board of Directors is elected according to the following criteria:

1. five sevenths of the directors to be elected are taken from the list obtaining the highest number of votes (‘majority list’), in the sequential order in which they are listed, rounding off to the nearest whole number in the event of a fractional number
2. the remaining directors are taken from the other lists (the ‘minority lists’); to this end, the votes obtained by the minority lists will be successively divided by one, two, three, four and so on according to the number of directors to be elected. The quotients thus obtained shall be progressively assigned to the candidates of each of these lists, according to their respective progressive order. The quotients thus assigned to the candidates of the various lists will be arranged in a single decreasing ranking. Those who have obtained the highest quotients shall be elected. In the event that several candidates have obtained the same quotient, the candidate of the list that has not yet elected any director or that has elected the smallest number of directors shall be elected.

If, at the end of the voting, the balance between genders and/or the minimum number of directors meeting the independence requirements is not ensured in accordance with the provisions of the laws and regulations in force, as many elected candidates as necessary shall be excluded, replacing them with candidates meeting the deficient requirements, taken from the same list to which the candidate to be excluded belongs, according to the progressive order of listing. The replacements shall be made with reference first to belonging to the least represented gender and then to the possession of the independence requirements.

The Board of Directors is vested with the broadest powers for the ordinary and extraordinary administration and management of the company and has the authority to perform all acts deemed necessary and useful for the achievement of the corporate purpose, with the exception of the powers reserved by law and the Articles of Association to the Shareholders' Meeting.

Pursuant to the regulations in force for companies with shares listed on regulated markets and in accordance with the recommendations of the Corporate Governance Code, the Board of Directors plays a central role in the company's governance system and is responsible for determining and pursuing the company's strategic objectives, as well as verifying the existence of the necessary controls to monitor its performance.

The Board of Directors guides the company by pursuing sustainable success in the development of its strategic plan, taking into consideration the impact on the environment, shareholders, consumers and all other stakeholders that are affected by the conduct of the company and the Group.