UNIEURO SPA

Shareholders of Unieuro S.p.A.

Unieuro S.p.A. has a single shareholder. At the shareholders’ meeting of 23 January 2025 the company recorded Pontis Holdco SAS (France), the vehicle used in the 2024 public offer, as its sole shareholder (socio unico), holding 100 per cent of the share capital.

Before the offer the company described itself in its corporate governance report of 20 May 2024 as a public company with no controlling shareholder. The holdings then notified above the 5 per cent threshold under Article 120 of the Testo Unico della Finanza were: Xavier Niel, through Iliad Holding S.p.A. and Iliad SA, 2,520,374 shares, 12.177 per cent of ordinary and voting capital; Giuseppe Silvestrini, through Victor S.r.l. and directly, 1,275,395 shares, 6.162 per cent; and Amundi Asset Management, through Amundi Società di Gestione del Risparmio S.p.A. and Amundi Asset Management, 1,199,708 shares, 5.796 per cent.

Control passed in the following steps. On 16 July 2024 Fnac Darty S.A. launched a mixed public tender offer for Unieuro. Preliminary results of the reopened acceptance period were announced on 8 November 2024 and payment for that period was made on 15 November 2024; Fnac Darty and RUBY Equity Investment S.à r.l. held 71.5 per cent of the share capital before the reopening and a further 19.6 per cent was tendered during it, taking the combined holding to 91.1 per cent and triggering the purchase obligation under Article 108, paragraph 2 of Legislative Decree 58/1998. The joint procedure combining that obligation with the squeeze-out right under Article 111 covered 687,663 remaining ordinary shares, excluding treasury shares, and settled on 8 January 2025. Consideration was EUR 9.00 in cash plus 0.1 Fnac Darty shares for each Unieuro share, with a full-cash alternative of EUR 11.67208 per share elected in respect of 15,077 shares; Fnac Darty issued 67,260 new shares, 0.23 per cent of its capital, in settlement. The shares were delisted from Euronext STAR Milan on 8 January 2025.

Ultimate beneficial ownership

The chain runs Unieuro S.p.A. → Pontis Holdco SAS (100 per cent, 23 January 2025) → Fnac Darty S.A., a company admitted to trading on Euronext Paris. Because the chain terminates in a listed issuer with a dispersed shareholder base, it does not resolve to a natural person through ownership, and no natural person is identified as ultimate beneficial owner in Unieuro’s own disclosures. Where ownership does not identify a natural person, Italian anti-money-laundering rules fall back to control exercised by other means and then to senior managing officials. Fnac Darty’s own major-holdings notifications to the Autorité des marchés financiers should be consulted for any holder crossing a beneficial-ownership threshold. RUBY Equity Investment S.à r.l. (Luxembourg) acted as co-offeror and is represented on the board; the split of Pontis Holdco SAS’s own share capital between Fnac Darty and the RUBY side is not stated in Unieuro’s disclosures.

Unieuro expressly declares itself subject to the direction and coordination (direzione e coordinamento) of Fnac Darty S.A. under Articles 2497 and following of the Italian Civil Code, as stated in its corporate communications from 2025. This replaces the earlier position: the board resolved on 12 December 2016 that the company was no longer subject to the direction and coordination of International Retail Holding S.à r.l. and published that determination.

There is no free float. Following the delisting of 8 January 2025 the shares are not admitted to trading and the entire share capital is held by the sole shareholder. Treasury shares numbered 368,776, or 1.78 per cent of the share capital, at 29 February 2024, with voting rights suspended under Article 2357-ter, second paragraph of the Civil Code; they were excluded from the joint procedure.

Data availability

The ownership rows held on file for this company are not usable. Five of ten claimed rows were stored, and every one of them is a passive index fund or exchange-traded fund rather than a shareholder of record: iShares International Small-Cap Equity Factor ETF at 10.98 per cent on 50,373 shares, WisdomTree Europe Small Cap Dividend Fund at 8.09 per cent on 37,112 shares, DFA International Core Equity Portfolio at 6.76 per cent on 30,996 shares, Schwab Fundamental International Small Company Index Fund at 3.80 per cent and WisdomTree Dynamic Currency Hedged International Small Cap Equity at 2.77 per cent. The percentages are arithmetically impossible: 50,373 shares is approximately 0.24 per cent of the 20,698,621 shares in issue, not 10.98 per cent. The rows carry a verification date of 2 August 2026, more than eighteen months after the company ceased to be listed. One row, recorded as WisdomTree Tr-WisdomTree Europe Small Cap Dividend Fd, is typed shareholder_type “Person” although it is a collective investment fund and not a natural person. None of these entities is a shareholder of Unieuro S.p.A. The figures above are taken instead from the company’s corporate governance report of 20 May 2024, from the offer and settlement announcements of 8 November 2024 and 8 January 2025, and from the company announcement of 23 January 2025.

Directors and officers of Unieuro S.p.A.

Unieuro S.p.A. uses the traditional Italian administration and control model, with a consiglio di amministrazione and a separate collegio sindacale.

Consiglio di amministrazione. At the shareholders’ meeting held in Milan on 23 January 2025 the sole shareholder Pontis Holdco SAS acknowledged the resignation of all sitting directors and appointed a new board of five members, designating Enrique Martinez, chief executive of Fnac Darty, as chairman. The other directors announced were Jean-Brieuc Le Tinier, chief financial officer of Fnac Darty, Tiffany Foucault, general secretary of Fnac Darty, and Branislav Miškovič and Martin Plavec. Three seats were allocated to Fnac Darty and two to the RUBY / VESA side. The board holds office until approval of the financial statements for the second financial year following the year ended 28 February 2025, that is the financial statements for the year ending 28 February 2027. The first meeting of the new board was held on 29 January 2025. Nationality is not recorded in the filings reviewed for these individuals and is therefore stated as: Not disclosed.

Collegio sindacale. The last composition verifiable from regulated disclosure was appointed by the shareholders’ meeting of 21 June 2022: Giuseppina Manzo as chair, Stefano Antonini and Paolo Costantini as standing auditors (sindaci effettivi), and Emiliano Barcaroli and Davide Barbieri as alternate auditors (sindaci supplenti). Under the by-laws the statutory auditors hold office for three financial years, and this body was stated to remain in office until approval of the financial statements at 28 February 2025. Its successors have not been published in regulated disclosure because the company ceased to be listed on 8 January 2025; confirmation requires a current Registro Imprese extract.

Executives. Executive management is a separate matter from the board. Maria Bruna Olivieri had been the company’s general manager since 2021 and was announced on 23 January 2025 as country manager Italy of the Fnac Darty group, an appointment formalised at the board meeting of 29 January 2025.

Recent officer changes

23 January 2025 — all sitting directors resigned and a new five-member board was appointed by the sole shareholder, chaired by Enrique Martinez.

23 January 2025 — Giancarlo Nicosanti Monterastelli ceased to serve as managing director and chief executive officer, ending his tenure in the role.

29 January 2025 — the newly appointed board held its first meeting and formalised Maria Bruna Olivieri’s appointment as country manager Italy of the Fnac Darty group.

Data availability

The officer rows held on file are unreliable. Five of ten claimed rows were stored and four of the five are management functions rather than corporate offices: a Chief Commercial Officer, an “Admin & Control Director”, a Human Resources Director and a “GM & Director”, alongside a “Md, Ceo & Director”. All five are flagged ACTIVE with no appointment or resignation dates. The record predates the change of control: it still shows Giancarlo Nicosanti Monterastelli as chief executive, a position he left on 23 January 2025, and it contains none of the five directors appointed on that date. No member of the collegio sindacale appears in the record at all. The record also carries a year and month of birth for one individual; dates of birth are not published here. The composition above is taken from the company’s announcement of the shareholders’ meeting of 23 January 2025 and from its corporate governance report of 20 May 2024. A current visura from the Registro Imprese of Forlì-Cesena is the authoritative source for the offices in force today.

Group structure of Unieuro S.p.A.

Unieuro S.p.A. sits within the Fnac Darty group. It is directly and wholly held by Pontis Holdco SAS and is expressly subject to the direction and coordination of Fnac Darty S.A. It also heads its own small sub-group in Italy.

Data availability

The consolidation perimeter stated in the corporate governance report for the financial year ended 29 February 2024 is Unieuro S.p.A. together with Covercare S.p.A. and its subsidiaries Covercare Center S.r.l. and Cybercare S.r.l., consolidated from 4 December 2023, plus Monclick S.r.l. in liquidation. Unieuro’s own subsidiaries therefore number three active entities. The report does not state the ownership percentages or the consolidation method for each entity beyond full consolidation of the Covercare group, and those figures should be taken from the annual financial report.

The stored group tree contains 59 nodes to a maximum depth of four, with Unieuro S.p.A. at depth two. Only four of those nodes — Unieuro S.p.A., Covercare S.p.A., Covercare Center S.r.l. and Cybercare S.r.l. — belong to this issuer’s own perimeter. The remaining 55 nodes are other holdings of the Fnac Darty group, including Etablissements Darty et Fils, Fnac Darty Participations et Services, Fnac Vanden Borre, Nature et Découvertes and France Billet, and are not subsidiaries of Unieuro S.p.A. Any consolidated revenue, board or filing attributed to Fnac Darty S.A. belongs to the parent and not to this entity.

Identifier defects in the record. The registration number held on file, FO177115, is the REA number of the Forlì-Cesena chamber of commerce, correctly written FO-177115; it is not the Registro Imprese number, which together with the codice fiscale is 00876320409. The identifier carried in the group tree for this company, “IT IT00876320409”, is the VAT number with a duplicated country prefix; for this company the VAT number happens to coincide with the codice fiscale, but the three identifiers are distinct fields and should be stored separately. The French nodes carry 14-digit SIRET numbers rather than SIREN: “FR 05580029600075” for Fnac Darty S.A. is SIREN 055800296 plus establishment code 00075, and “FR 93078970600015” for Pontis Holdco SAS is SIREN 930789706 plus establishment code 00015. A SIRET identifies a single establishment, not the legal entity, and entity matching should use the SIREN. The legal form held on file, “Private limited company (Ltd.)”, is wrong for a società per azioni, which is a joint-stock company, and the incorporation date of 1 January 1935 is a placeholder.