ENDOCONSILIAR COMMITTEES

The Committee is composed of at least three Directors, all of whom are non-executive and the majority of whom meet the independence requirements pursuant to current laws and regulations, as well as the Corporate Governance Code. The Chairman of the Committee is chosen from among the independent Directors. As a whole, the Committee has adequate expertise in the business sector in which the company operates, functional to assessing the relevant risks. The members of the Committee must have skills that are functional to the tasks they are called upon to perform. At least one member of the Committee has adequate knowledge and experience in accounting and finance or risk management, to be assessed by the Board of Directors at the time of appointment in accordance with the Corporate Governance Code.

The Control and Risk Committee supports the Board's decisions concerning the internal control and risk management system, as well as those concerning the approval of periodic financial reports.

In particular, it supports the Board of Directors

• in defining the guidelines of the internal control and risk management system consistent with the Company's strategies;
• in assessing, at least once a year, the adequacy and effectiveness of the internal control and risk management system;
• in the appointment and revocation of the head of the Internal Audit function, in the definition of his remuneration and in the confirmation of the independence of the office, as well as in the approval of his annual work plan and periodic updates;
• in assessing, after consulting the Board of Statutory Auditors, the results presented by the statutory auditor in the letter of suggestions, if any, and in the additional report addressed to the Board of Statutory Auditors;
• in the description, in the Corporate Governance Report, of the main features of the internal control and risk management system and the way in which the parties involved in it are coordinated;
• in assessing the correct use of accounting standards and their uniformity for the purposes of preparing the consolidated financial statements and the suitability of periodic financial and non-financial information to correctly represent the business model, the Company's strategies, the impact of its activities and the performance achieved, in coordination with the Nominations and Remuneration Committee
• in examining, also in cooperation with the Sustainability Committee, the content of periodic non-financial information relevant to the internal control and risk management system;

Furthermore, the Committee, in assisting the Board of Directors

• expresses opinions on specific aspects concerning the identification of the main corporate risks and supports the assessments and decisions of the Board of Directors concerning the management of risks deriving from prejudicial events of which the latter has become aware
• examines periodical reports and reports of particular relevance prepared by the Internal Audit function.

The Committee is composed of at least three Directors, all of whom are non-executive and the majority of whom meet the independence requirements pursuant to current laws and regulations, as well as the Corporate Governance Code. The Chairman of the Committee is chosen from among the independent Directors.

The members of the Committee must have skills functional to the tasks they are called upon to perform. At least one member of the Committee shall have adequate knowledge and experience in financial matters or remuneration policies in accordance with the Corporate Governance Code, the assessment of which is referred to the Board of Directors at the time of appointment.

The Remuneration and Appointments Committee supports the Board's decisions relating to:

As Remuneration Committee:

• preparation of the Remuneration Policy and Report (art. 123-ter TUF).
• application of the Remuneration Policy, periodically assessing its adequacy and overall consistency.
• evaluating the remuneration of Directors and executives with strategic responsibilities, as well as setting performance targets related to the variable component of such remuneration.
• preparation of short and medium-long term periodic incentive plans.

As Appointments Committee.

• periodic self-assessment of the size, composition and actual functioning of the Board of Directors and its committees.
• preparation of succession plans for the Managing Director and managers with strategic responsibilities.
• assessment of compliance with the criteria of independence, honourableness, absence of grounds for incompatibility and accumulation of offices for Directors.
• Opinion on the appointment of the Board of Directors.
• Preparation of any criteria for the designation of executives with strategic responsibilities whose appointment is the responsibility of the Board.

The Committee, established pursuant to and for the purposes of the Internal Regulations for the Execution of Transactions with Related Parties, is composed of at least three Independent Directors, one of whom acts as Chairman.

The members of the Committee must have skills that are functional to the tasks they are called upon to perform. At least one member of the Committee has adequate knowledge and experience in financial, legal or remuneration policy matters in accordance with the Corporate Governance Code.

The Committee's main task is to formulate reasoned opinions on Unieuro's interest in carrying out Related Party Transactions, whether Major or Minor, expressing an opinion on the appropriateness and substantial correctness of the relative conditions, after receiving timely and adequate information flows.

In addition, the Committee has the right to request information and make comments to the Chief Executive Officer, the RPT Internal Control and the persons in charge of conducting the negotiations or the preliminary investigation on the profiles covered by the information flows received, in the case of Transactions of Greater Significance, as well as in the other cases in which the rules set forth in Article 6 of the Procedure apply with reference to the latter Transactions.

The Committee is composed of at least three Directors, all of whom are non-executive and the majority of whom meet the independence requirements pursuant to current laws and regulations, as well as the Corporate Governance Code. The Chairman of the Committee is chosen from among the independent Directors.

The members of the Committee must have skills functional to the tasks they are called upon to perform.

The Committee performs investigative, advisory and propositional functions on the sustainability of corporate policies in support of the Board of Directors.

In particular, the Committee assists the Board of Directors by

• overseeing policies and issues of sustainability and responsible innovation connected to the exercise of business activities and stakeholder engagement activities;
• defining a sustainability and responsible innovation strategy;
• indicating the guidelines on the basis of which to articulate a strategic sustainability plan and monitoring its progress;
• monitoring the evolution of sustainability issues also in the light of international guidelines and principles on the subject;
• verifying the general approach of the consolidated non-financial statement;
• expressing, at the request of the Board of Directors or the Managing Director, opinions on issues that may have an impact on sustainability issues and responsible innovation;
• reporting to the Board of Directors, at least every six months, on the activities carried out.