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Annual Financial

Report
as at 28 February 2017
UNIEURO S.p.A.

Registered office: Via V.G. Schiaparelli 31 - 47122 Forlì

Share capital: Euro 4,000,000 fully paid up

Tax ID No./VAT No.: 00876320409

Recorded in the Company Register

of Forlì-Cesena: 177115

LETTER OF CHIEF EXECUTIVE OFFICER TO SHAREHOLDERS

Dear Shareholders,

In the year just ended, your company once again outdid itself: revenues were at historic highs
exceeding Euro 1.6 billion; and the profits and cash generated eliminated net debt and made it
possible to internally fund the significant investments made on the store network and digital
platform. This was made possible by the positive contribution of each distribution channel
and each product category, with excellent performance that exceeded that of the reference
market.

If Unieuro is the current Italian leader in terms of the number of points of sale, is rapidly
growing online and is seen as the main market consolidator, it is because of our strategy that
focuses on customers, their needs and purchasing habits that are growing in sophistication.
The experience gained in 80 years of history, and the significant resources used to analyse and
interpret data and behaviour have made it clear to us that the purchase process is fluid and
easily alternates between the real and virtual through store visits and accesses to the mobile
app, call centre and website: omnichannel retail is a reality, and Unieuro truly embodies this
concept more than anyone.

The ecosystem we have managed to build is characterised by full integration between the
physical channel - a robust, widespread network of 460 direct and affiliated stores, most of
which are pick-up points - and a cutting-edge digital platform offering customers a specific
means to access our product offerings at any time and any place.

To support this integrated infrastructure, which is our greatest competitive advantage, during
the year we made significant investments: many points of sale were renovated and revitalised,
and several new ones were opened in highly strategic locations; we updated and expanded the
unieuro.it e-commerce platform in terms of both the graphic interface as well as usability,
navigation and content; and a new application was released for mobile devices with unique
functionality capable of further solidifying the integration between online and offline

1
shopping. All of this was done without ever neglecting logistical efficiency, which is the
foundation of our business model, and the centralised warehouse in Piacenza is an
indispensable strong point that ensures high standards of service, close inventory controls and
a platform where new acquisitions can be quickly and effectively implanted.

In fact, our strategy continues to be focused on growth from outside sources as a continuation
of a company history that is peppered by successful acquisitions. In the wake of the
transaction in 2013 that resulted in doubling the store network and the creation of the current
Unieuro, as well as the subsequent foray into the travel channel, last February we announced
the acquisition of Monclick, one of the main Italian pure players in the online consumer
electronics market with a strong presence in the B2B2C segment. Even more recently, we
approved the acquisition of 21 points of sale that will substantially strengthen Unieuro’s
presence in central Italy. These are significant transactions promoting both online and offline
growth that leverage the existing infrastructure and management’s proven capability to
exploit synergies, and that irrefutably stress that the Company is the only omnichannel
consolidator in a market that is still highly fragmented with enormous potential. Thus, we will
continue along the wake of this strategy with the confidence that we can create value to be
redistributed to our stakeholders, including in the form of dividends to shareholders.

Moreover, our shareholder base was updated and expanded following a landmark event in
Unieuro’s history: in April 2017 the Company's shares successfully debuted on the STAR
segment of Borsa Italiana after an institutional placement that gained acceptance from some
of the most prominent Italian and international financial operators. We have deservedly won
their confidence and crossed a significant finishing line, which at the same time is a new
starting point.

Thus, in the name of the Board of Directors, I would like to thank our customers, the
entrepreneurs affiliated with our wholesale network, our 3,900 employees, and first and
foremost, you old and new shareholders, who have placed your trust in us, and who believed
in a successful story with several chapters left ahead to write together.

Giancarlo Nicosanti Monterastelli

Chief Executive Officer

2
UNIEURO S.p.A.

Registered office: Via V.G. Schiaparelli 31 - 47122 Forlì

Share capital: Euro 4,000,000 fully paid up

Tax ID No./VAT No.: 00876320409

Recorded in the Company Register

of Forlì-Cesena: 177115

1. PROCEDURAL NOTES
Below in this Directors’ Report on operations is information on revenues, profitability and
balance sheet and cash flows of Unieuro S.p.A. at 28 February 2017 compared with the same
figures for the previous year.

Unless otherwise indicated, all amounts are stated in millions of euros. Amounts and
percentages were calculated on amounts in thousands of euros, and thus, any differences
found in certain tables are due to rounding.

2. ACCOUNTING POLICIES
This annual financial report as at 28 February 2017 has been compiled in accordance with
Article 154-ter, paragraph 5 of Legislative Decree 58/98 (TUF) as amended and
supplemented, and in compliance with Article 2.2.3 of the Stock Exchange Regulation.

The accounting standards used by the Company are the International Financial Reporting
Standards adopted by the European Union (“IFRS”) and in accordance with Legislative
Decree 38/2005, as well as other CONSOB provisions concerning financial statements.

In order to facilitate the understanding of the Company’s operating and financial performance,
certain alternative performance indicators (“API”) have been identified. For the proper
interpretation of the APIs, note the following: (i) these indicators were created exclusively on
the basis of the Company's historical data and are not indicative of future performance, (ii) the
APIs are not specified in IFRS, and while they are derived from the financial statements, they
are not audited, (iii) the APIs should not be considered a substitute of the indicators required
by established accounting standards (IFRS), (iv) these APIs must be read in conjunction with
the Company’s financial information taken from the financial statements, (v) since the
definitions and criteria used to determine the indicators used by the Company are not based
on established accounting standards, they may not be standardised with those used by other
companies or groups, and thus, they may not be comparable with those that may be presented
by such entities, and (vi) the APIs used by the Company continue to have the same definitions
and descriptions for all years for which financial information is included in the financial
statements.

3
The APIs reported (adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for the
year, net working capital, adjusted levered free cash flow, net financial debt and net financial
debt/adjusted EBITDA) have not been identified as IFRS accounting measures, and thus, as
noted above, they must not be considered as alternative measures to those provided in the
Company's financial statements to assess their operating performance and related financial
position.

Certain indicators have been presented as “adjusted” in order to report the Company’s
operating and financial performance net of non-recurring events, unusual events and events
related to extraordinary transactions as identified by the Company. The adjusted indicators
indicated consist of: adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for
the year, adjusted levered free cash flow and net financial debt/adjusted EBITDA. These
indicators reflect the main operating and financial measures adjusted for non-recurring
income and expenses that are not strictly related to the core business and operations, and for
the effect from the change in business model for extended warranty services (as more fully
described below in the API “adjusted EBITDA”), and thus, they make it possible to analyse
the Company’s performance in a more standardised manner in the years reported in the annual
report.

4
Main financial and operating indicators1

Financial year ended


(In millions of Euro)
28 February 29 February
2017 2016

Operating indicators

Revenues 1,660.5 1,557.2

Adjusted EBITDA2 65.4 59.1

Adjusted EBITDA margin3 3.90% 3.80%

Profit (loss) for the year 11.6 10.6

Adjusted profit (loss) for the year4 36.3 25.7

Indicators from statement of financial position

Net working capital (149.7) (127.4)

Net financial debt (2.0) (25.9)

Net financial debt/Adjusted EBITDA 0.03x 0.44x

Cash flows

Adjusted levered free cash flow5 39.7 33.3

Investments during the period (27.9) (27.5)

Financial year ended

1
Adjusted indicators are not identified as an accounting measure in IFRS, and thus should not be considered an alternative
measure for assessing the Company's results. Since the composition of these indicators is not governed by established
accounting standards, the calculation criterion applied by the Company might not be the same as that used by other
companies and with any criterion the Company might use or create in the future, which therefore will not be
comparable.
2
Adjusted EBITDA is EBITDA adjusted (i) for non-recurring expenses/(income) and (ii) the impact from the adjustment of
revenues for extended warranty services net of related estimated future costs to provide the assistance service, as a
result of the change in the business model for directly managed assistance services. See paragraph 6.2 for additional
details.
3
The adjusted EBITDA margin is the ratio of adjusted EBITDA to revenues.
4
The adjusted profit (loss) for the year is calculated as the profit (loss) for the year adjusted (i) for adjustments incorporated
in adjusted EBITDA covered in Note 2 above and (ii) for the theoretical tax impact of those adjustments.
5
Adjusted levered free cash flow is defined as cash flow generated/absorbed by operating activities net of investment
activities adjusted for non-recurring investments, and including adjustments for non-recurring expenses (income), and
net of their non-cash component and the related tax impact. See paragraph 6.5 for additional details.

5
28 February 29 February
2017 2016

Operating indicators for the year

Like-for-like growth (as a %)6 3.3% 7.5%

Direct points of sale (number) 180 181

Affiliated points of sale (number) 280 283

Direct pick-up points7 (number) 169 171

Affiliated pick-up points6 (number) 212 106

Total area of direct points of sale (in square metres) about 276,000 about 283,000

Sales density8 (Euros per square metre) 4,630 4,350

Full-time-equivalent employees9 (number) 3,395 3,389

3. UNIEURO S.P.A. PROFILE


Unieuro S.p.A. (hereinafter also the “Company” or “Unieuro” or “UE”), was founded at the
end of the 1930s by Vittorio Silvestrini, and is now the largest Italian chain of consumer
electronics and appliances by number of points of sale, and it operates as an integrated
omnichannel distributor in four major product segments: Grey (telephone systems, computers
and photos), White (large and small appliances), Brown (consumer electronics and media
storage), Other Products (consoles, video games, bicycles) and Services offering parallel
ancillary services such as delivery and installation, extended warranties and consumer
financing.

The Company uses an omnichannel approach providing customers with several buying
methods through both a widespread network of direct points of sale (Retail and Travel
channels10) and indirect points of sale (Wholesale channel), comprising 460 points of sale at
28 February 2017, including 180 direct and 280 affiliated points of sale, and an online
channel operating through the website www.unieuro.it, which allows customers to order
products and decide to have them delivered to their homes or pick them up at a direct or
affiliated point of sale. The Company’s products are rounded out by the B2B channel
targeting professional domestic and foreign customers that operate in industries other than

6
Like-for-like growth: method for comparing sales of direct points of sale including click-and-collect sales for the current
year, with sales for the previous year for the same number of points of sale, and thus, in accordance with the criterion of
being operational for at least 26 months.
7
Physical pick-up points for customer orders using the online channel.
8
This indicator is obtained from the ratio of annual sales generated by direct points of sale to the total area devoted to sales in
all direct points of sale.
9
Average annual number of full-time-equivalent employees.
10
The Travel sales channel sells products through major public transportation hubs through direct points of sale.

6
those where Unieuro operates, or operators that need to purchase electronic products to be
distributed to their regular customers or to employees to accumulate points or participate in
prize competitions or incentive plans.

Unieuro operates using the same name brand, which was revitalised in 2014 with a new
graphic identity and new positioning, and which reached a 99% brand awareness level in the
following year.

The Company's mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a strategic
approach focusing on accessibility, a local presence and nearness.

Unieuro has its registered office in Forlì and logistics centre in Piacenza and a staff of over
3,900 employees. Revenues for the current year were over Euro 1.6 billion.

In recent years the company and brand have received recognition as Retailer of the Year in
Italy for certain product categories and Superbrand for the value and promotion of the
Unieuro brand.

4. STRATEGY AND BUSINESS MODEL


Unieuro’s strategy is driven by the desire to continue the profitable growth of the business by
increasing market share in product categories favouring market trends (White, Telecom) and
by enhancing the importance of customers and making the most of omnichannel
opportunities.

By leveraging its unique assets, Unieuro is seen as a natural consumer electronics market
consolidator due in part to a process of focusing on strategic priorities, the pillars of which
are:

- Local presence
- Maximising the customer experience
- Retail mix

a. Local presence
Unieuro recognises that it is witnessing a structural change in the market and
shopping habits of consumers. In fact, there is a paradigm shift going on in the
market: the Internet enhances customer awareness in terms of product knowledge,
opens new opportunities for streamlining the process of obtaining information and
the shopping process, and it is actually changing the relationship between
customers and manufacturers, but also between customers and retailers.

In this changing market environment, being close to customers becomes a


strategic factor in order to ensure better coverage of contact touchpoints.

7
The purpose of the process of developing a network of direct and indirect points
of sale is to achieve market penetration in areas currently not covered, and also to
enhance the brand's image, including through the development of differentiated
formats that promote the aspect of providing local stores.

In this regard, to support its strategy of market consolidation and expansion by


continuing to analyse the Italian market, new points of sale (one direct POS in the
Retail channel and one direct POS in the Travel channel and 20 indirect POSs)
were also opened this year.

At the beginning of fiscal year 2017-2018, an additional point of sale was opened
in the Travel channel, and the acquisition of 21 points of sale located in Lazio,
Abruzzo and Molise was announced and completed on 18 April 2017. These
points of sale will make it possible to provide even better coverage of the Italian
market and generate significant synergies with the current network.

The concept of a local presence, i.e., integration in the digital ecosystem (from
search engines to the major social networks) was also introduced in the online
segment. Specifically, by leveraging new media, the new digital communications
strategy made it possible to reach 20 million Italians with campaigns such as
“Unieuropeans” and “Humans of Technology.” In the social media area, the new
strategy made it possible to achieve 400,000 reactions, which is a level nearly 4
times higher than that of competitors. The optimisation of performance campaigns
aimed at improving the conversion rate of the site made it possible to create a case
history with Google (Case Drive to Store).

The enhancement of the digital channel will also come from external growth such
as the announced acquisition of Monclick.

Unieuro’s widespread physical network has become a fundamental asset in the


omnichannel context, making it possible to offer its customers the option of
ordering products at www.unieuro.it and picking up products at the closest
physical point of sale. During the year, the number of pick-up points increased by
38% from 277 to 381.

A factor facilitating the omnichannel strategy is a flexible, scalable centralised


logistics process as well as the high recognition and popularity of the Unieuro
brand.

The improvement of total awareness and strong leadership in the total recall of
advertising as compared to competitors has made it possible to increase the
intention to buy by one percentage point over the previous year.

8
b. Maximising the customer experience
In this new market environment, it is essential to maintain the various touchpoints
of interaction with customers to create a competitive advantage based on solutions
aimed at satisfying the needs of consumers who are able to take advantage of the
integration of channels and support it.

A structured process of gathering feedback from customers is used to set the


direction of change and optimise the various touchpoints. Through the
establishment of new customer satisfaction and data analysis metrics, customers
are driving the ongoing improvement process and positioning the company as a
leader in the customer experience in the retail segment.

In this context, Unieuro has developed a scalable layout of its point of sale that
can be adapted to various available structures (from a nearby store to a
megastore), and that facilitates the path followed by the customer in the store
giving him/her easy access to key products and creating areas to handle products
in order to compare them.

Unieuro’s commitment to spread this efficient and unique layout is also reflected
in the work programme for stores that each year includes the remodelling and
relocation of its points of sale to maintain their popularity. During the year, 17
direct and 25 indirect points of sale were also remodelled, and four points of sale
were relocated to structures that better meet customer needs, at a total investment
of over Euro 12 million.

Points of sale have taken on a new role with a high emphasis on testing activities,
and they have become a place where the vertical product skills of the sales staff
can be leveraged to provide purchase recommendations.

The process of developing the company's e-commerce division has in fact


leveraged the concept of a flexible approach to using media and various
touchpoints involving the affirmation of several devices in the process of
searching for information and closing the purchase. The restructuring of the
communications strategy involving the total restyling of the site using a “mobile
first” approach and the new app (227,000 downloads) made it possible to optimise
sales performance with a growth rate greater than that of the entire online sector.
The user experience tends to emphasize product research and maximise
conversion rate by facilitating the purchase process on a site that had 64 million
visitors in the year ending 28 February 2017.

This development process is accompanied by measures aimed at fostering the


digitalisation of stores through plans for the convergence of physical and digital
stores and the implementation of new online communication tools.

Thus, the aim is to offer an increasingly personalised shopping experience based


on an analysis of customer behaviour and preferences (CRM - customer

9
relationship management) to eliminate the space limitations at individual physical
points of sale and focus on the needs of individual customers. The strong trust
built with its customer base is reflected in the high number of members (6.4
million) in the UnieuroClub loyalty programme, that has also made it possible to
support the personalisation of the strategy to sign up customers.

c. Retail mix
Unieuro is able to offer its customers a broad range of appliances and consumer
electronics goods, and is one of the leading operators with points of sale in terms
of the breadth and completeness of products offered to customers. The proven
experience in buying processes together with a natural market concentration
process also made it possible during the year to enhance procurement planning
procedures, adopt a supplier selection process and implement the necessary
controls to ensure the ongoing verification of product performance and the service
offered. On the one hand, this has made it possible to strengthen the long-term
relationship with vendors, who see Unieuro as a reliable strategic partner capable
of marketing their products, and on the other hand to:

- continue to optimise product assortment, pricing policies and promotions to


enhance synergies between channels in order to encourage the further
strengthening of the brand including through exclusive agreements with suppliers;

- focus growth on product lines in merchandise categories supporting market


trends allowing for an increase in its share;

- expand the availability of additional services currently offered to customers


(e.g. installation and set-up services, extended warranty services, consumer credit
services and the signing of phone contracts) to increasingly augment customer
satisfaction (e.g. about 90% of users of the delivery and installation service say
that they are satisfied).

The diversification of the distribution structure and the business model as a


function of the customer base (direct or indirect point of sale, local stores or
megastores) is also emphasized by diversifying assortment. The product range is
specialised on the basis of the store structure; for example, travel points of sale
have a greater focus on telephone systems and accessories. Over the years,
Unieuro has been able to select a mix of points of sale suited to its various
customer bases, and it will continue to carefully select distribution structures, and
from time to time will assess the distribution structure most suitable for specific
locations.

10
11
5. MARKET PERFORMANCE11
The Italian consumer electronics market is currently seeing an increase in competition due, on
the one hand, to the structural fragmentation affecting it, and on the other hand, to the
increase in Internet penetration. The change in consumer buying behaviour was emphasized
by the recovery trend after the period of stability following the global economic crisis from
2008-2010, which hit Italy particularly hard from 2011-2013.

The structure of players operating in the market can be segmented into the channels indicated
in the following table.

Unieuro operates in the retail consumer electronics market, and in particular, has a presence in
both the tech superstore channel with its points of sale with an area of over 800 square metres
and revenue of at least Euro 2.5 million, and in the electrical specialist channel, with points of
sale with an area less than 800 square metres and/or with revenue of less than Euro 2.5

11
Market data were processed by the Company’s management based on the analysis as at 28 February 2017.

12
million. In addition to sales in the consumer segment, it also does business in the B2B
segment and markets services (warranties, deliveries, installations, etc.) and products not in
the consumer electronics area.

Its main competitors in the consumer tech superstore and electrical specialist segments are
buying groups, which are associations of companies operating under the same banner but
independent from a business perspective. They combine their buying power to obtain more
attractive prices from suppliers.

In fact, the increase in pricing pressure generated by pure players has structurally changed the
competitive framework. To address changing trends in its product segments, Unieuro
consolidated its multi-channel strategy in order to enhance its competitive advantage, and
continue its consolidation strategy through external growth by making acquisitions in both the
offline and online segments. This vision is confirmed by evidence of more mature markets in
terms of e-commerce penetration, in which traditional retailers that also operate in physical
stores were able to maintain market leadership by adopting strategies based on redefining the
store’s role to encourage the shopping experience of the growing number of omnichannel
customers, by integrating the physical and online channels and focusing on the service
component.

To be specific, the year ended with total growth in the consumer market of 2.1%; the offline
segment remained unchanged, while there was growth of about 23% in the online segment,
which actually drove the positive performance of the entire market bringing online
penetration to about 12.1%.

With regard to product trends, in the last two years there has been a strengthening in the
growth trends of the White segment related, on the one hand, to the essential alignment in the
penetration of certain products at European levels, and on the other hand, to the structure of
product offerings with the development of entry point products. Specifically, the recovery in
consumption has driven growth in various segments of large appliances. In particular, the
stove, dishwasher and dryer categories confirm the positive trend, especially in the online
channel. The performance of small appliances is also positive; it is also driven by the online
channel, especially in the housekeeping and kitchen care segments.

With regard to the Brown segment, the market has been quite stable due to the absence of
disruptive product innovations in TVs, the sales of which are linked to large devices, while in
the Grey segment, there has been a convergence between PCs and tablets as well as
considerable growth in the smartphone and wearable segments. Also in this segment, there
has been an increase in average prices of mobile phones (launches of high-end models such as
the Samsung S7 and pressure from aggressive mobile phone retailers.

In this environment, during the year ending 28 February 2017, Unieuro was able to improve
its share in all segments, and in particular, it was able to seize opportunities offered by
products with greater growth trends. In particular, both channels reported growth at a faster
than market pace, and especially in the online segment where the growth rate is nearly twice
that of the market (42% compared with 23%). Driving this performance was the strategy to

13
focus on the White segment, where growth was around 80%.

14
6. GROUP OPERATING AND FINANCIAL RESULTS

6.1. Revenues12

For the year ending 28 February 2017, revenues totalled Euro 1,660.5 million, a 6.6%
increase over the previous year, with an increase of Euro 103.3 million.

6.1.1 Revenues by distribution channel

(In millions of Euro and as


Financial year ended Change
a percentage of revenues)

28
29 February
February % % 2017 vs. 2016 %
2016
2017

Retail 1,202.5 72.4% 1,178.7 75.7% 23.8 2.0%

Wholesale 227.9 13.7% 206.4 13.3% 21.5 10.4%

Online 111.3 6.7% 79.0 5.1% 32.2 40.8%

B2B 102.7 6.2% 82.9 5.3% 19.7 23.8%

Travel 16.2 1.0% 10.2 0.7% 6.0 58.6%

Total revenues by channel 1,660.5 100.0% 1,557.2 100.0% 103.3 6.6%

During the year, Unieuro continued its strategy to develop existing channels by streamlining
and improving the portfolio of direct and affiliated stores. This was in addition to significant
growth in the online channel owing to investments made during the period, such as the launch
of the new site built around the “mobile first” concept, and the continual expansion of pick-up
points, which benefited the increase in click-and-collect sales in both direct and indirect
stores.

Sales in the retail channel were up by 2.0% despite an offline market that was essentially
unchanged. This was due to new openings during the period as well as the extensive plan to
optimise the store portfolio; during the period 17 points of sale were remodelled and
downsized and 4 points of sale were relocated. This was accompanied by the continual
optimisation of company processes such as procurement and delivery, a careful reduction in
the number of underperforming stores, and the investment in staff training in order to increase
customer satisfaction and loyalty.

Wholesale channel sales rose considerably (about Euro 21.5 million, or 10.4%) mainly due to

12
Market data were processed by the Company’s management based on the analysis as at 28 February 2017.

15
the increase in sales of the Company's affiliates that are benefiting from the distribution of
Unieuro’s sales policies and the distribution to all affiliates of the sale of extended warranties.
This was in addition to a significant restructuring plan for affiliated points of sale based on a
more modern layout that meets the needs of consumers; this plan involved 25 affiliates during
the period.

B2B sales rose sharply (Euro 19.7 million or 23.8%) due to the Company's ability to seize the
market opportunities that this fast-changing segment offers.

Growth in the online channel was accompanied by a favourable market trend, with growth in
that market of 23% for the period; this channel also benefited from strategic measures taken
by the Company such as the previously referenced restyling of the website, the expansion of
the network of pick-up points, and specific customer relationship management (CRM)
initiatives and steps to personalise commercial offerings that were well received by
consumers, causing sales to rise by Euro 32.2 million, or 40.8% (42% in like-for-like market
categories) over the previous year, which was about 19 percentage points higher than the
market in like-for-like market categories.

Growth on a like-for-like distribution network basis, calculated as growth in stores open for at
least 26 months on the reporting date, and including retail sales and click-and-collect sales,
was 3.3%, which outperformed the market, which reported total growth of 2.1%.

This confirmed the validity of Unieuro’s omnichannel strategy, which, through investments in
both offline and online channels, was able to outperform market growth rates.

Lastly, the Travel channel rose by about Euro 6.0 million or 58.6%, benefiting, on the one
hand, from a new opening in one of Italy’s largest train stations, and on the other hand, from
full operations of stores at Fiumicino airport, which last year were affected by a fire in a
terminal.

16
6.1.2 Revenues by category
(In millions of Euro and as a
Financial year ended Change
percentage of revenues)

29 February
28 February 2017 % % 2017 vs. 2016 %
2016

Grey 798.8 48.1% 732.8 47.1% 66.0 9.0%

White 421.9 25.4% 404.7 26.0% 17.2 4.3%

Brown 301.4 18.1% 293.0 18.8% 8.4 2.9%

Other products 79.9 4.8% 72.1 4.6% 7.8 10.8%

Services 58.6 3.5% 54.7 3.5% 3.9 7.1%

Total revenues by category 1,660.5 100.0% 1,557.2 100.0% 103.3 6.6%

Sales in all merchandise categories rose in the year ending 28 February 2017, with higher-
than-average growth in the (i) Grey category, driven by the good performance of the B2B
channel, and more generally, by the good market performance of mobile telephones, (ii) Other
products category, the grouping that includes sales in the entertainment sector and other
products not included in the consumer electronics market such as bicycles, and (iii) Services
category, which rose by 7.1% due to the Company’s continued focus on providing services to
its customers.

The White category also benefited from outperforming the market with growth of over 4%
(4.7% in the market segment related to consumer customers), which was higher than market
growth of around 1.0%. At the same time, the Brown category was affected by a market with
no major product innovations leading to a situation of almost no change in the market figure
for this category. In this environment, the Company's ability to grow in this category as well
by over 3 percentage points (3.1% in the market segment related to consumer customers)
bears witness to the validity of the strategy implemented.

17
6.2. Operating profit

The income statement tables presented below in this Directors’ Report on operations were
reclassified using presentation methods that management deemed useful for reporting
operating profit performance during the year. In order to more fully report the cost and
revenue items indicated, the following were reclassified in this income statement by their
nature: (i) non-recurring expenses/(income) and (ii) the impact from the adjustment of
revenues for extended warranty services net of related estimated future costs to provide the
assistance service, as a result of the change in the business model for directly managed
assistance services.
Financial year ended Change

28 February 2017 29 February 2016

2017
Adjusted Adjusted
(In millions and as a percentage of revenues) % Adjustments13 % Adjustments vs. %
amounts amounts
2016

Revenues 1,660.5 1,557.2 103.3 6.6%

Sales revenues 1,660.5 1,557.2 103.3 6.6%

Purchase of goods (1,295.4) (78.0%) (1,239.0) (79.6%) (56.4) 4.6%

Change in inventories 6.2 0.4% 1.1 41.1 2.6% (34.8) (84.8%)

Operating lease and building management (57.5) (3.5%) 0.8 (59.6) (3.8%) (0.6) 2.1 (3.6%)

Marketing (48.7) (2.9%) 3.0 (45.9) (2.9%) 2.9 (2.8) 6.0%

Transport (32.5) (2.0%) 0.0 (30.2) (1.9%) (2.2) 7.4%

Other costs (43.8) (2.6%) 10.3 (45.4) (2.9%) 5.0 1.6 (3.6%)

Personnel expenses (131.9) (7.9%) 4.7 (128.9) (8.3%) 5.0 (3.0) 2.3%

Other operating income and costs (1.3) (0.1%) (2.3) (1.1) (0.1%) (6.9) (0.2) 20.5%

Change in business model for directly


9.7 0.6% 9.7 11.1 0.7% 11.1 (1.3) (12.0%)
assistance services

13
The item “Adjustments” includes both non-recurring income/(expenses) and the adjustment for the change in the business
model for warranties, which was posted in the item “Change in business model for directly managed assistance
services.” Thus, the adjustment is aimed at reflecting, for each year concerned, the estimated profit from the sale of
extended warranty services already sold (and collected) starting with the change in the business model, as if Unieuro
had always operated using the current business model. Specifically, the estimate of the profit was reflected in revenues,
which were held in suspense in deferred income, to be deferred until those years in which the conditions for their
recognition are met, net of future costs for performing the extended warranty service, which were projected by the
Company on the basis of historical information on the nature, frequency and cost of assistance work, since it represents
profitability.

18
Adjusted EBITDA 65.4 3.9% 27.3 59.1 3.8% 16.4 6.2 10.5%

In 2017, adjusted EBITDA rose by Euro 6.2 million, or 10.5%, to Euro 65.4 million, with
adjusted EBITDA margin growing by 0.1%.
During the year, merchandise purchase costs and the change in inventories rose by Euro 92.6
million, which was slightly more than the increase in sales, due to the channel mix and
merchandise category effects.

Through a careful policy of managing its stores and renegotiating existing leases, the
Company was able to lower lease expenses by Euro 2.1 million.

Another significant cost reduction, as a percentage of sales, was for personnel costs, as a
result of careful management, which led to a situation of nearly no change in full-time
equivalents during the year, with an increase in personnel costs due mainly to contractual
increases and the shift in staff mix toward more specialised individuals.

Another financial statement item that reflected significant savings as a percentage of sales was
other operating costs and other income, which mainly referred to consulting, maintenance and
utility costs, for which a savings of about Euro 1.4 million was reported.

Other costs rose in step with the increase in sales, despite the Company's decision to support
sales using advertising campaigns that led to an increase in marketing costs during the year,
which remained steady as a percentage of sales.

Below is a reconciliation between gross operating profit (loss) reported in the financial
statements and adjusted EBITDA.

Financial year ended Change


(In millions of Euro and as a percentage of
revenues)
28 February % 29 February % 2017 vs. %
2017 2016 2016

Gross operating profit (loss) 38.1 2.3% 42.8 2.7% (10.9)%

(4.7)
Non-recurring expenses /(income) 17.6 1.1% 5.3 0.3% 12.2 229.0%

Revenues from the sale of warranty extension 9.7 0.6% 11.1 0.7% (1.3) (12.0)%
netted of future estimated service cost - business
model’s change related to direct assistance services14

14
The adjustment was for the deferral of extended warranty service revenues already collected, net of the related
estimated future costs to provide the assistance service. From the year ending 29 February 2012 for White products sold
by the Company, and from the year ending 28 February 2015 for all extended warranty services sold by Unieuro S.r.l.
(hereinafter, the “Former Unieuro”) (excluding telephone systems and peripherals), the Company modified the business
model for the management of extended warranty services by in-sourcing the management of services sold by the Former
Unieuro and by the Company that were previously outsourced (the “Change in Business Model”). As a result of the
Change in Business Model, at the time of sale of extended warranty services, the Company suspends the revenue by
creating a deferred income item in order to recognise the revenue over the life of the contractual obligation, which starts
on the expiration of the two-year legally required warranty. Thus, the Company begins to gradually record revenues from

19
Adjusted EBITDA15 65.4 3.9% 59.1 3.8% 6.2 10.5%

Non-recurring expenses /(income) rose by Euro 12.2 million in the financial statements at 28
February 2017 mainly due to costs incurred for the listing process, higher costs for the Call
Option Agreement and expenses for accidents (fire at a point of sale), and due to the
implementation and launch of the new website. See the table in paragraph 7.3 for additional
details.

Finally, the adjustment due to the change in business model for directly managed services was
down by Euro 1.3 million.

6.3. Non-recurring income and expenses

Financial year ended Change


(In millions of Euro)
28 February 29 February 2017 vs.
%
2017 2016 2016

Costs incurred for the listing process 6.1 - 6.1 n.a.

Costs for the Call Option Agreement 3.8 2.3 1.4 62.30%

Costs for pre-opening, relocating and closing points of sale16 3.3 3.7 (0.3) (9.40%)

sales of extended warranty services two years (term of the legally required product warranty) after the execution of the
related agreements, and after the collection of compensation, which is generally concurrent. Thus, the revenue is recorded
on a pro rata basis over the life of the contractual obligation (historically, depending on the product concerned, for a
period of one to four years).
The income statement for the year ended February 28, 2017 include a small portion of the revenues from the warranty
extension services prior to those years (i.e., before the change in the business model), since most of such revenues were
immediately recognized in the income statements prior to February 28, 2014, as the warranty assistance services were
outsourced to third parties.. As a result of this Change in Business Model, the income statements do not fully reflect the
revenues and profit of the business described in this note. In fact, the income statements for these years only partially
report revenues from sales generated starting with the Change in Business Model because the Company will gradually
record sales revenues from extended warranty services (already collected by the Company) starting at the end of the
legally required two-year warranty period.
Thus, the adjustment is aimed at reflecting, for each year concerned, the estimated profit from the sale of extended
warranty services already sold (and collected) starting with the Change in Business Model as if Unieuro had always
operated using the current business model. Specifically, the estimate of the profit was reflected in revenues, which were
held in suspense in deferred income, to be deferred until those years in which the conditions for their recognition are met,
net of future costs for performing the extended warranty service, which were projected by the Company on the basis of
historical information on the nature, frequency and cost of assistance work.
The adjustment will progressively decrease to nil in future income statements when the new business model is fully
reflected in our financial statements, which will occur on the last expiry date of warranty extensions sold for all product
categories.

15
See note in the section “Main financial and operating indicators.”
16
The costs for “pre-opening, relocating and closing points of sale” include lease, security and travel expenses for
maintenance and marketing work incurred as a part of i) remodelling work for downsizing and relocating points of sale of
the Former Unieuro, ii) opening points of sale (during the months immediately preceding and following the opening) and
iii) closing points of sale.

20
Accidents 1.1 - 1.1 n.a.

Implementation and launch of the new website 1.1 - 1.1 n.a.

Company management and organisation activities


1.0 0.9 0 5.40%
carried out by Rhone Capital

Rebranding costs 0.6 2.4 (1.8) (74.9%)

Efficiency improvements and reorganisation of the


0.5 1.3 (0.8) (60.9%)
organisational and corporate structure

Integration of the Former Unieuro (0.1) (5.3) 5.2 (98.7%)

Other non-recurring income and expenses 0.2 - 0.2 n.a.

Total non-recurring income and expenses 17.6 5.3 12.2 230.2%

There were significant non-recurring expenses in the year ending 28 February 2017. The main
item was for costs incurred for the listing process totalling Euro 6.1 million.

Euro 3.8 million in non-recurring expenses consisted of costs for the Call Option Agreement
reserved for certain managers and employees.

Euro 3.3 million was for lease, security and travel expenses for maintenance and marketing
work incurred as a part of: i) remodelling work for downsizing and relocating points of sale of
the Former Unieuro, ii) opening points of sale (during the months immediately preceding and
following the opening) and iii) closing points of sale.

Euro 1.1 million for accidents was in relation to the fire at a point of sale which resulted in the
write-down of related inventories since they were completely destroyed.

Euro 1.1 million was for expenses to implement and launch the new website.

Other remaining non-recurring expenses totalled Euro 2.2 million and were mainly for
company management and organisation activities carried out by Rhone Capital LLC,
rebranding costs, and costs for improving the efficiency of the organisational and corporate
structure.

6.4. Profit (loss)

Below is a restated income statement including items from adjusted EBITDA to adjusted
profit (loss) for the year.

21
Financial year ended Changes

29
2017 vs.
28 February February %
2016
(In millions and as a percentage of revenues) 2017 % 2016 %

Adjusted EBITDA 65.4 3.9% 59.1 3.8% 6.2 10.5%

Amortisation, depreciation and impairment


(18.0) (1.1%) (18.7) (1.2%) 0.8 (4.1%)
losses

Financial income 0.4 0.0% 0.3 0.0% 0.1 25.7%

Financial expenses (6.2) (0.4%) (7.2) (0.5%) 1.0 (13.3%)

Income tax (2.7) (0.2%) (6.5) (0.4%) 3.8 (58.8%)

Theoretical tax impact from taxes on non-


recurring expenses/(income) and the change to (2.6) (0.2%) (1.3) (0.1%) (1.2) 90.8%
the business model for direct assistance service

Adjusted PROFIT (LOSS) FOR THE


36.3 2.2% 25.7 1.6% 10.6 41.3%
YEAR

Net financial expenses at 28 February 2017 totalled Euro 5.8 million (net financial expenses
of Euro 6.9 million at 29 February 2016).

The decrease was due to the total repayment to Italian Electronics Holdings S.r.l. (hereinafter,
Italian Electronics Holdings) of the loan, and the decrease in bank loans as well as improved
management of short-term lines of credit.

Income taxes for the year ending 28 February 2017 totalled Euro 2.7 million (Euro 6.5 million
in the year ending 29 February 2016). The 58.8% decrease was mainly due to the recording of
deferred tax assets (Euro 4.7 million) on tax losses.

The adjusted profit (loss) for the year was Euro 36.3 million (Euro 25.7 million in the year
ending 29 February 2016) representing 2.2% of revenues (1.6% in 2016) due to the positive
contribution of adjusted EBITDA, the lower percentage of financial expenses and the
reduction in taxes for the period.

IRES tax losses, which were still available at 28 February 2017, totalled Euro 408.9 million
(tax losses at 29 February 2016 totalled Euro 417.9 million). These tax losses also guarantee a
benefit in terms of tax rate in future years. Below is a reconciliation between the adjusted net
profit (loss) for the year and net profit (loss) for the year.

Financial year ended Change

22
(In millions and as a percentage of
2017 vs. 2016 %
revenues) 28 February 2017 % 29 February 2016 %

Adjusted profit (loss) for the year17 36.3 2.2% 25.7 1.6% 10.6 0.5%

Non-recurring expenses/(income) (17.6) (1.1%) (5.3) (0.3%) (12.2) (0.7%)

Change to the business model for direct


(9.7) (0.6%) (11.1) (0.7%) 1.3 0.1%
assistance services

Theoretical tax impact of the above entries18 2.6 0.2% 1.3 0.1% 1.2 0.1%

Profit (loss) for the year 11.6 0.7% 10.6 0.6% 0.9 0.1%

6.5. Cash flows

6.5.1 Adjusted levered free cash flow19

The Company considers adjusted levered free cash flow to be the most appropriate indicator
to measure cash generation during the year. The composition of the indicator is provided in
the table below.
Financial year ended Changes

28 29
(In millions of Euro) February February 2017 vs. 2016 %
2017 2016

Gross operating profit 38.1 42.8 (4.7) (10.9%)

Cash flow from /(used in)operating activities20 19.6 18.6 1.0 5.6%

Income taxes paid - (4.2) 4.2 (100.0%)

Interest paid (4.9) (4.8) (0.2) 3.5%

Other changes 3.7 2.3 1.4 60.9%

Net cash flow from /(used in) operating activities21 56.5 54.7 1.8 3.4%

Investments (27.9) (27.5) (0.4) 1.5%

17
See note in the section “Main financial and operating indicators.”
18
No taxes were paid in the year ending 28 February 2017 since they were offset by credits for advance payments made in
previous years. The theoretical rate deemed appropriate by management is 9.4%, which incorporates IRES at 5.5%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
19
See note in the section “Main financial and operating indicators.”
20
The item “Cash flow from/(used in) operating activities” refers to cash from/(used in) the change in working capital and
other non-current balance sheet items such as other assets, other liabilities and risk provisions.
21
The item “Net cash flow from/(used in) operating activities” refers to cash generated by operating activities in a broad
sense net of outlays for interest and taxes and adjusted for non-cash effects of balance sheet changes included in the
item “Cash flow from/(used in) operating activities.”

23
Adjustment for non-recurring investments - - - -

Non-recurring expenses /(income) 17.6 5.3 12.2 228.9%

Adjustment for non-monetary item of non-recurring expenses/(income) (5.4) 1.3 (6.7) (522.3%)

Theoretical tax impact of the above entries (1.1) (0.5) (0.6) 110.7%

Adjusted levered free cash flow 39.7 33.3 6.4 19.2%

Net cash flow from/(used in) operating activities was a positive figure of Euro 56.5 million (a
positive figure of Euro 54.7 million in 2016). The improvement over the previous year was
largely due to lower taxes paid, which were partially offset by the reduction in operating
profit, and it allows the company to easily fund investments for the period.

Adjusted levered free cash flow was a positive figure of Euro 39.7 million (Euro 33.3 million
in the previous year) due to the adjustment made for cash components of non-recurring
income and expenses, net of the related tax effect, which totalled Euro 11.1 million and it
reflected the sharp increase in adjusted EBITDA in 2017 over the previous year.

The increase in adjusted EBITDA, careful and efficient working capital management and the
reduction in taxes were the main reasons for the 19.2% increase in adjusted levered free cash
flow over the previous year.

Below are the main changes recorded in the Company's net financial debt during the years
ending 28 February 2017 and 29 February 2016:

Financial year ended Changes

(Thousands of Euros) 28 February 2017 29 February 2016 2017 vs. 2016 %

Gross operating profit 38.1 42.8 (4.7) (10.9%)

Cash flow from/(used in) operating activities 19.6 18.6 1.0 5.6%

Income taxes paid - (4.2) 4.2 (100.0%)

Interest paid (4.9) (4.8) (0.2) 3.5%

Other changes 3.7 2.3 1.4 60.9%

Net cash flow from /(used in) operating activities 56.5 54.7 1.8 3.4%

Investments (27.9) (27.5) (0.4) 1.5%

Other cash flow generated by investment activities 0.1 (0.0) 0.1 (421.1%)

24
Distribution of dividends (3.9) - (3.9) n.a.

Other changes (0.8) (1.2) 0.4 (30.2%)

Change in net financial debt 24.0 26.0 (2.0) (7.8%)

The other cash flows that contributed to the change in net financial debt were investment
activities, which entailed outlays slightly higher than last year (Euro 27.9 million in 2017,
Euro 27.5 million in the previous year) and the payment of dividends of Euro 3.9 million.

25
6.6 Statement of financial position

Below is a detailed breakdown of the Company’s net working capital and net invested capital
at 28 February 2017 and 29 February 2016:

Financial year ended


(In millions of Euros)
28 February 2017 29 February 2016

Trade receivables 35.2 35.4

Inventories 269.6 264.4

Trade payables (334.5) (333.4)

Net operating working capital (29.8) (33.6)

Other working capital items (119.9) (93.8)

Net working capital (149.7) (127.4)

Non-current assets 104.2 93.7

Goodwill 151.4 151.4

Non-current liabilities (19.0) (18.3)

Net invested capital 86.9 99.4

Net financial debt (2.0) (25.9)

Shareholders' equity (85.0) (73.4)

Total shareholders’ equity and financial liabilities (86.9) (99.4)

The reduction in net working capital compared to the year ending 29 February 2016 reflects
the Company's careful management of this aggregate, and was mainly due to the decrease in
other working capital items resulting from the rise in other current liabilities resulting from
deferred income from the extended warranty service of Euro 17.6 million.

Net invested capital totalled Euro 86.9 million, which was down primarily due to reduced
investments in net working capital that more than offset the increase in non-current assets
from investments during the period.

Shareholders’ equity rose by Euro 11.6 million compared with 29 February 2016. The
increase was mainly the result of profit of Euro 11.6 million generated by the Company. The
distribution of dividends to shareholders generated a reduction of Euro 3.9 million in
shareholders’ equity, which was offset by an increase, in the same amount, of reserves for
share-based payments.

26
Below is a detailed breakdown of the Company’s net financial debt at 28 February 2017 and
29 February 2016 in accordance with Consob Communication 6064293 of 28 July 2006 and
in compliance with ESMA Recommendations 2013-319:

Financial year ended Changes


(In millions of Euros)
2017 vs.
28 February 2017 29 February 2016 %
2016

(A) Cash 36.7 35.4 1.2 3.4%

(B) Other cash equivalents - - - -

(C) Securities held for trading - - - -

(D) Liquidity (A)+(B)+(C) 36.7 35.4 1.2 3.4%

- of which: pledged 0.7 - 0.7 -

(E) Current loan assets - - - -

(F) Current bank loans and borrowings - (0.0) 0.0 (100.0%)

(G) Current portion of non-current financial debt (6.0) (3.2) (2.8) 87.5%

(H) Other current loans and borrowings (2.4) (2.5) 0.1 (2.1%)

(I) Current financial debt (F)+(G)+(H) (8.4) (5.7) (2.7) 48.1%

- of which: secured (6.8) (4.1) (2.6) 63.6%

- of which: unsecured (1.7) (1.5) (0.1) 6.7%

(J) Net current financial position (debt) (I)+(E)+(D) 28.3 29.8 (1.5) (5.1%)

(K) Non-current bank loans and borrowings (25.8) (31.8) 6.0 (18.8%)

(L) Issued bonds - - - -

(M) Other non-current loans and borrowings (4.4) (23.9) 19.5 (81.5%)

(N) Non-current financial debt (K)+(L)+(M) (30.2) (55.7) 25.5 (45.7%)

- of which: secured (26.8) (33.6) 6.8 (20.1%)

- of which: unsecured (3.4) (22.2) 18.7 (84.5%)

(O) Net financial debt (J )+(N) (2.0) (25.9) 24.0 (92.4%)

Net financial debt has been reduced by Euro 24 million compared with 29 February 2016
mainly due to the positive operating performance already discussed in the paragraph on

27
adjusted levered free cash flow.

The change in net financial debt was due to adjusted levered free cash flow totalling Euro
39.7 million net of adjustments for non-recurring cash components of Euro 11.1 million, the
distribution of dividends of Euro 3.9 million and other small changes of Euro 0.8 million.

Gross financial debt totalled Euro 38.6 million, of which Euro 30.2 million was medium and
long term, and Euro 8.4 million was short term. Note that the Company had available,
committed, unused short-term lines of credit of Euro 41.8 million at 28 February 2017.

28
7. INVESTMENTS

Net investments during the year totalled Euro 27.9 million, which was largely the same as the
previous year (Euro 27.5 million).

Investments were mainly for work totalling Euro 20.3 million to open, remodel, downsize,
upgrade and improve the efficiency of the Company’s stores as a part of a programme
entailing the remodelling and downsizing of 17 points of sale during the year and the
relocation of 4 points of sale.

More specifically, the Company invested Euro 15.8 million in the upgrading of the
Company’s stores, including Euro 9.3 million for remodelling and downsizing, Euro 3.2
million for relocations and Euro 3.3 million in investments for new openings (which also
included non-current assets in progress for stores that will open in 2018).

In addition to this work were small projects on points of sale totalling Euro 7.7 million
including restyling and energy efficiency projects totalling Euro 1.8 million; unscheduled
maintenance; investments in servers, printers and other tangible infrastructure; mini-
remodelling work to improve active and passive security; the replacement of POSs and other
minor work totalling Euro 5.9 million.

Remaining investments were for investments in intangible infrastructure totalling Euro 4.4
million including, for example, measures taken to improve the web platform, improvements
in IT infrastructure and investments in the Piacenza logistics centre.

29
8. INFORMATION ON RELATED-PARTY TRANSACTIONS AND NON-RECURRING, ATYPICAL OR
UNUSUAL TRANSACTIONS

The following tables summarise the Company's related-party receivable and payable positions
at 28 February 2017 and 29 February 2016:
(Thousands of Euros) Related-party receivable and payable positions at 28 February 2017

Italian Rhône As a
Ni.Ma Statutory Board of Key Item
Type Electronics Capital Total percentage
S.r.l. auditors Directors executives total
Holdings II L.P. of item

At 28 February 2017

Trade receivables 179 65 - - - 244 35,203 0.7%

Trade payables - (15) - - - (15) (334,546) 0.0%

Current tax assets 4,042 - - - - 4,042 7,955 50.8%

Other current liabilities - - (29) (80) (417) (624) (1,150) (140,327) 0.8%

Other non-current liabilities - - - - - - (21) 0.0%

Total 4,221 50 (29) (80) (417) (624) 3,121

(Thousands of Euros) Related-party receivable and payable positions at 29 February


2016

Venice Italian Italian Ni. Rhôn Board Key As a


Type Holdin Electron Electron Ma e of executi Total Item total percent
gs ics ics S.r.l. S.r.l. Capit Directo ves age of
S.r.l. Holdings al II rs item
S.r.l. L.P.
At 29 February 2016

Trade receivables 24 6 116 82 - - - 228 35,354 0.6%

Trade payables - - - (17) - - - (17) (333,372) 0.0%

Current tax assets - - 3,195 - - - - 3,195 8,082 39.5%

Loan from shareholders (current - - (998) - - - - (998) (998) 100.0%


portion)

Loan from shareholders (non- - - (19,444) - - - - (19,444) (19,444) 100.0%


current portion)

Other current liabilities - - - - (100) (942) (628) (1,670) (113,179) 1.5%

30
Total 24 6 (17,131) 65 (100) (942) (628) (18,706)

The following table summarises the Company's related-party income statement positions at 28
February 2017 and 29 February 2016:

(Thousands of Euros) Related-party income statement positions at 28 February 2017

Italian Electronics Ni.Ma Statutory Rhône Board of Key As a


Type Total Item total
Holdings S.r.l. Auditors Capital Directors executives percentage
II L.P. of item

At 28 February 2017

Other income 12 - - - - - 12 6,360 0.2%

Purchases of outside - (1,159) (60) (964) (252) - (2,435) (1,491,938) 0.2%


materials and
services
Other operating costs - (6) - - - - (6) (5,377) 0.1%
and expenses

Personnel costs - - - - (2,331) (3,954) (5,925) (136,633) 4.3%

Financial expenses (788) - - - - - (788) (6,222) 12.7%

Total (776) (1,165) (60) (964) (2,583) (3,594) (9,142)

(Thousands of Related-party income statement positions at 29 February 2016


Euros)

Venice Italian Italian Rhône Board of As a


Ni.Ma Statutory Key Item
Type Holding Electronics Electronics Capital Director Total percentage
Holdings S.r.l. Auditors executives total
s S.r.l. S.r.l. II L.P. s of item
S.r.l.

At 29
February
2016
Other income 5 5 5 3 - - - - 18 12,396 0.1%

Purchases of - - - (1,185) (120) (914) (311) - (2,530) (1,427,404) 0.2%


outside
materials and
Personnel - - - - - - (1,984) (2,728) (4,712) (133,961) 3.5%
costs

Financial - - (1,068) - - - - - (1,068) (7,175) 14.9%


expenses

Total 5 5 (1,063) (1,182) (120) (914) (2,295) (2,728) (8,292)

For the periods concerned, related-party receivable/payable and income statement positions
were mainly for:

31
- lease payments for the Company’s registered office: in Forlì and for several points of
sale, and the debit of insurance costs for these points of sale that were invoiced by Ni.Ma
S.r.l., a company with registered office in Forlì owned by several members of the
Silvestrini family (Giuseppe Silvestrini, Maria Grazia Silvestrini, Luciano Vespignani
and Gianpaola Gazzoni, each with a 25% stake in share capital; they are also shareholders
of Italian Electronics Holdings);

- the service for maintaining accounting records performed by the Company's employees
for the holding companies Venice Holdings S.r.l. (merged into Italian Electronics
Holdings during the year ending 28 February 2017), Italian Electronics Holdings and
Italian Electronics S.r.l. (merged into Italian Electronics Holdings during the year ending
28 February 2017);

- the national tax consolidation scheme, the option for which was exercised in 2015; this
generated a Company receivable from the holding company and consolidator Italian
Electronics S.r.l.;

- the loan received from Italian Electronics S.r.l., which was obtained on 2 December 2013
and is interest-bearing. On 21 November 2016, the Company’s Board of Directors
approved the full repayment of the remaining amount owed on the inter-company loan in
an amount totalling Euro 21,120 thousand. Thus, the inter-company loan was fully repaid
and cancelled on 28 November 2016;

- the distribution of an extraordinary dividend of Euro 3,880 thousand using a portion of


the reserves reported in the financial statements for the year ending 29 February 2016 and
approved on 28 November 2016 by the Shareholders’ Meeting;

- the relationships with directors and key executives summarised in the following table:
Key executives

Financial year ended 28 February 2017 Financial year ended 29 February 2016

Chief Executive Officer - Giancarlo Nicosanti Monterastelli Admin & Control Director - Nicola Sautto

Chief Financial Officer - Italo Valenti CRM Director – Luca Rosetti

Chief Corporate Development Officer - Andrea Scozzoli Chief Omnichannel Officer- Bruna Olivieri

Chief Omnichannel Officer- Bruna Olivieri Chief Financial Officer- Andrea Scozzoli

Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco

ICT Director- Massimo Cova

Supply Chain Director- Claudio Marchionni

Marketing Director- Marco Titi

32
Property Director- Gabriele Miti

Direct Channel Director – Rosario Gambardella

HR Director- Paolo Botticelli

Technical Office Facility Director – Fabio Crapanzano

The gross compensation of key executives includes all components of compensation (benefits,
bonuses and gross compensation).

The following table summarises the Company's cash flows with related parties at 28 February
2017 and 29 February 2016:

(Thousands of Euros) Related parties

Venice Italian Italian Rhône As a


Electronics Ni.Ma Statutory Board of Key Item
Type Holdings Electronics Capital Total percentage
Holdings S.r.l. auditors Directors executives total
S.r.l. S.r.l. II L.P. of item
S.r.l.

Period from 1 March


2015 to 29 February
2016
Cash flow from (used in) 5 5 (2,381) (1,070) (120) (1,048) (972) (1,024) (6,605) 54,687 (12.1%)
operating activities

Cash flow from /(used - - (104) - - - - - (104) (10,971) 0.9%


in) financing activities

Total 5 5 (2,485) (1,070) (120) (1,048) (972) (1,024)

Period from 1 March


2016 to 28 February
2017

Cash flow from /(used


in) operating activities - (1,656) - (1,150) (31) (984) (1,483) (1,457) (6,761) 57,042 (11.9%)

Cash flow from /(used - (24,322) - - - - - - (24,322) (27,461) 88.6%


in)financing activities

Total - (25,978) - (1,150) (31) (984) (1,483) (1,457)

9. INFORMATION ON CORPORATE BODIES

Unieuro S.p.A. adheres to the Self-regulation Code of listed Italian companies (the "Code"),
and has adapted it to suit its characteristics.

In order to meet the transparency obligations required by regulations in the sector, the "Report
on Corporate Governance and Ownership Structure" was prepared as required by Art. 123-bis
of the Consolidated Finance Law which provides a general description of the governance
system adopted by Unieuro S.p.A. and information on ownership structure, the organisational

33
model adopted pursuant to Legislative Decree 231 of 2001 and the level of compliance with
the Self-regulation Code, including the main governance practices applied and characteristics
of the risk management and internal control system in relation to the financial reporting
process.

This document is available at the Company’s website at (http://www.unieurocorporate.it/). Aa at


28 February 2017, the group the Company belongs to, is structured as follows:

- International Retail Holdings S.à.r.l., a Luxembourg holding company controlled by


Rhône Capital II L.P. which holds a majority interest in Italian Electronics Holdings;

- Italian Electronics Holdings, an Italian holding company that holds a 100% stake in
the Company.

9.1 Share-based payment agreements


Call option agreement and transaction bonus

During the year ending 28 February 2017, the Company took all the internal steps necessary
to prepare for the project to list the Company's shares on the Electronic Stock Exchange
organised and managed by Borsa Italiana S.p.A. The listing project was formally ratified at
the Shareholders’ Meeting of 12 December 2016. After the above listing project was begun,
in order to confirm the incentives of beneficiaries of the Call Option Agreement, at the
beginning of February 2017, the leading shareholder (Italian Electronics Holdings) intended
to amend the original option plan by revoking the previous Call Option Agreement and
simultaneously assigning a new option plan called the Transaction Bonus with a term of 5
years. This plan required Italian Electronics Holdings to do the following: (i) if the plan for
admission for listing is successful, to assign to certain Company managers, on the day the
placement price is set by Italian Electronics Holding, a number of Company shares free of
charge, with the obligation to sell the shares assigned on the same day as the placement, and
to assign to other managers an amount in euros equal to the value of a pre-determined number
of shares at the placement price; (ii) if all or a part of the Company’s shares is sold to a third
party, to assign to certain managers and employees of the Company, before the sale to the
third party by Italian Electronics Holdings, a number of Company shares free of charge, with
the obligation to sell the shares assigned to the third party buyer.

The occurrence of the events was mutually exclusive, and thus, upon the occurrence of the
first event in terms of timing, the second event scenario would have been automatically void.
On 4 April 2017, the holding company Italian Electronics Holdings completed the listing
process for the shares of Unieuro S.p.A. on the Electronic Stock Exchange - STAR Segment
of Borsa Italiana S.p.A., and placed 31.8% of the Company’s capital valued at Euro 70
million.

The revision of the assignment mechanism, which took place by revoking the previous Call
Option Agreement and simultaneously having beneficiaries sign the Transaction Bonus, was

34
structured as an amendment to the existing plan which resulted in an event to accelerate the
vesting period.

At the date these financial statements were prepared, to determine the duration of the vesting
period, 4 April 2017 (the date shares were placed on the Electronic Stock Exchange) was
considered to be the new expiry date for the service period of beneficiaries. Thus, the amount
of personnel costs to be allocated to the income statement, with the specific reserve for share-
based payments as the balancing entry, was revised in view of the new vesting expiry date.

The cost for the Call Option Agreement included in the financial statements at 28 February
2017 was Euro 3,766 thousand.

2017 stock option plan

On 6 February 2017, the Company’s Shareholders’ Meeting approved the adoption of a stock
option plan (the “Plan”) reserved for the Company’s executive directors, independent
contractors and employees (executive and non-executive staff). The Plan calls for assigning
ordinary shares derived from a capital increase with no option rights pursuant to Art. 2441,
paragraphs 5 and 8 of the Italian Civil Code approved by the Company's Shareholders’
Meeting on the same date.

The Plan specifies the following objectives: (i) to get beneficiaries to focus on factors of a
strategic interest to the Company, (ii) to obtain the loyalty of plan beneficiaries and given
them an incentive to remain with the Company, (iii) to increase the Company's
competitiveness by identifying medium-term goals and fostering the creation of value for both
the Company and its shareholders, and (iv) to ensure that the overall remuneration of Plan
beneficiaries is competitive in the market.

The Shareholders’ Meeting directed the Company’s Board of Directors to implement and
determine the specific characteristics of the Plan at a meeting to be held after the date the
trading of the Company's shares begins.

The Plan also entails the following terms and conditions:

- Condition: the Plan and features of related options will be dependent upon the
finalisation of the Company’s listing by 31 July 2017 (“IPO”);

- Recipients: the Plan is intended for the Company’ directors with executive positions,
outside contractors and employees (executive and non-executive staff) to be identified by the
Board of Directors;

- Purpose: the purpose of the Plan is to assign Beneficiaries free option rights that are
non-transferable inter vivos for the purchase or subscription by payment of ordinary Company
shares up to a maximum of 860,215 options, each of which will entitle the holder to subscribe
one newly issued ordinary share (the “Options”). If the goal is exceeded with performance of
120% of the target, the number of Options will be increased to 1,032,258. To this end, an

35
increase in share capital was approved for up to a nominal amount of Euro 206,452 plus share
premium for a total (capital plus share premium) equal to the price at which the Company’s
shares will be placed on the MTA through the issuance of up to 1,032,258 ordinary shares;

- Assignment: the Options will be assigned in one or more tranches, and the Board of
Directors shall determine the number of Options in each tranche after consulting with the
Remuneration Committee;

- Exercise of rights: the Board of Directors has been delegated to determine the terms,
conditions and procedures for assigning, executing and exercising Option rights and specify
these in the rules (the “Rules”); however, subscription may only take place after 31 July 2020
and by the final deadline of 31 July 2025;

- Vesting: the amount and existence of the right of each beneficiary to exercise options
will be verified as at 31 July 2020 in relation to the achievement of the goals, in terms of
distributable profits, indicated in the business plan on the basis of the following criteria:

• no option may be exercised unless at least 85% of projected profits have been
achieved;

• if 85% of projected profits have been achieved, only half of the options may be
exercised;

• if more than 85% and up to 100% of projected profits are achieved, the number of
options to be exercised will be determined on a sliding scale between 50% and 100%;

• if more than 100% and up to 120% of projected profits are achieved, the number of
options to be exercised will be determined on a sliding scale between 100% and 120%; this
percentage is to be considered the maximum;

- Strike price: the strike price of the Options will be equal to the placement price on the
day of the IPO;

- Term: the Plan will carried out over a period of five years from 31 July 2020 to 31
July 2025.

Furthermore on 6 February 2017, the Shareholders’ Meeting directed the Board of Directors
to determine the criteria for identifying beneficiaries and the number of Options to be
assigned to Plan beneficiaries on the basis of objective and predetermined criteria in the
Company’s interest that are to be indicated in the special Rules. With regard to each
beneficiary, the Board of Directors must also determine a maximum number of Options to be
determined in accordance with the terms and conditions of the Rules, also bearing in mind the
position held in the Company’s organisation.

9.2 Treasury shares and holding company shares


During the year, Unieuro S.p.A. did not purchase or sell any treasury shares or shares of the

36
holding company, directly or through an intermediary.

37
10. STAFF-RELATED INFORMATION
Composition of workforce

Below is a breakdown of employees by classification.

29 February 2016 28 February 2017

Executives 10 11

Middle 56 57
managers

Office 3,787 3,833


workers

Factory 48 1
workers

Temporary - -
staff

Total 3,901 3,902

Gender equality and work environment

The equal treatment of individuals is carried out at Unieuro by ensuring that starting with the
selection phase and in all work performed, there will be no discrimination on the basis of race,
sex, nationality, sexual orientation, social status, physical appearance, religion or political
affiliation.

Search and selection

Unieuro undertakes to encourage the development and implementation of transparent hiring


practices in full compliance with equal opportunities. The criteria guiding candidate selection
are professionalism and compliance with the skills and attitude required to fill the open
position.

The tools and channels used to find candidates, in descending priority order, are the
company’s website in the “Work with us” section, and relationships with recruiting and
selection companies with which specific partnerships are maintained.

Training, organisation and compensation policies

At Unieuro, training is an (in)tangible investment in our most important asset: our employees.
Every year the Company invests significant resources in the professional and managerial
training of employees using tools such as direct teaching, webinars, conferences, tutoring,
simulations, on-the-job training, e-learning and staff training.

In addition to mandatory training courses (health and safety, Organisational Model 231,

38
privacy), there are managerial and professional training programmes for store and head office
staff. As an example, topics covered range from people management to effective
communications, from sales techniques to visual merchandising, and from work organisation
to sales management at the points of sale.

The company’s academy for apprentice managers is particularly important in the professional
development and growth of its human resources. Participants, who are identified out of the
pool of individuals at the company through an internal candidacy process, assessment centres
and individual interviews, participate in on-the-job and classroom training that lasts 6 months.

In order to meet the transparency obligations required by regulations, the “Compensation


Report” was prepared pursuant to Art. 123-bis of the Consolidated Finance Law and Art. 84-
quater of the Issuers’ Regulation.

This document is available at the Company's website at http://www.unieurocorporate.it/.

Protection of health and safety

For the Company, the health and safety of all human resources in the workplace in accordance
with current regulations is a priority. In particular, the Company takes steps to provide work
conditions that respect the physical and moral integrity of workers.

11. MANAGEMENT AND COORDINATION ACTIVITIES


Unieuro S.p.A. is not subject to the management or coordination of companies or entities, and
it determines its general and operational strategies in full autonomy.

12. MAIN RISKS AND UNCERTAINTIES TO WHICH THE COMPANY IS EXPOSED


The Company is exposed to a number of risks that can be grouped into the three large
categories listed below:

- strategic and operational risks;

- financial risks;

- legal and non-compliance risks.

a. Strategic and operational risks


Risks connected with competition and competitiveness: Unieuro is exposed to the risk of
not being able to maintain its competitive position in the market and/or of not being able to

39
properly assess future developments in consumer preferences in relation to market trends.

Risks connected with the economic situation and dependence on the Italian market:
Unieuro is exposed to the risk of a potential reduction in future revenues resulting from the
limited purchasing power of the average consumer due to any continuing phenomena of an
economic recession. If the current period of gradual economic recovery stalls or reverses, or if
there are other periods of economic and/or financial crises, there could be negative
repercussions on the Company’s income statement, balance sheet and cash flows.

Risks connected with recognition of the Unieuro brand: the decrease in the recognition
and distinctive features of the Unieuro brand could impair the Company’s competitive
position in its reference market. The Company’s strategy is aimed at improving the reputation
of the Unieuro brand by focusing on the breadth of the range of products offered and product
quality and innovation, and by providing customers with a range of products that are
affordable.

In order to improve the recognition of its brand, Unieuro conducts advertising campaigns
through traditional means of communication (advertising inserts, leaflets, television spots,
posters, etc.) and through its website and social media. Any promotional activities not in
keeping with the positioning of the Unieuro brand and not consistent with the sales strategy
could turn out to be ineffective and have a negative impact on the Company's image and the
perception of its brand.

Risks associated with the management of directly operated points of sale: the Company is
exposed to the risk of having to compete with the pricing offered by other competing
companies when renewing agreements for directly operated points of sale.

Risks associated with points of sale that are not directly operated and relations with
affiliates: the Company is exposed to the risk of losing commercial relationships with its
affiliates and/or the deterioration of their pricing that could result in a reduction in related
revenues.

Risks associated with recent and/or potential future acquisitions: Unieuro might be
exposed to liabilities that did not arise during the pre-acquisition due diligence process or are
not covered by contractual provisions relating to companies acquired in the past or to be
acquired in the future by the Company. In any case, the assessments performed during the
period before an acquisition may not be accurate.

Risks associated with the evolution and growth of e-commerce Unieuro is exposed to the
risk of not being innovative and not enhancing its e-commerce platform, and not offering its
customers a platform in keeping with that of its competitors. In recent years, Unieuro has
made several investments in the online sales channel in order to offer its customers a
technologically advanced e-commerce platform that is seen as easy to use and intuitive by
users. In this context it should be noted that the e-commerce sector is characterised by the
rapid growth in technology and business models (e.g. the creation of websites available on
mobile devices).

40
Among other things, the Company’s success and competitiveness depend on the ability to
innovate and enhance its technologies and adapt them, from time to time, to respond to
changes and technological advances without generating cannibalisation phenomena to the
detriment of the traditional distribution channels that Unieuro also uses.

Risks associated with supplemental warranties: Unieuro is exposed to the risk that the
estimates, on the basis of which it develops its strategy in the area of offering supplemental
warranties, turn out to be incorrect. Although at the date of this Report the Company had not
recorded any requests for product repairs or replacements greater than estimates made, the
risk cannot be ruled out that the actual requests for remedies under supplemental warranties
turn out to be significantly higher than the Company's projections with potential negative
repercussions on the Company’s income statement, balance sheet or cash flows.

Risks associated with supplier relations: The Company is exposed to the risk of potential
problems in the management of trade relations with its suppliers. Most suppliers the Company
relies on establish a maximum limit of credit available to individual customers who turn to
them to supply merchandise on the basis of credit facilities granted to such companies by
insurance companies operating in this specific area. In general, these facilities are provided on
the basis of numerous factors such as the domestic economic environment, country risk, and
each customer’s financial position and creditworthiness. If these factors deteriorate, the
amount of credit available to the Company could decline, or in any event, be lower than
expectations. In this case, several suppliers could decide to reduce or terminate credit facilities
provided to the Company, which could adversely affect the Company’s procurement of
electronic products, and ultimately its ability to meet customer demand with potential
significant negative repercussions on the Company’s income statement, cash flows and
balance sheet.

Other operational risks: this category includes risks typical of the consumer electronics
sector connected with: opening new points of sale, seasonality, failure to implement or the
delayed implementation of its business strategy, the technological development of electronic
products and the perception of new trends, the availability of products and inventory
obsolescence, the operations of the logistics centre and procurement of products marketed,
possible restrictions on imports, product liability, the operation of IT systems, management of
post-sale customer assistance services, e-commerce fraud and services provided by third
parties. The Company manages and measures these risks, and they are reflected in the
financial statements in items related to inventories, with respect to provisions for
obsolescence, and in provisions for risks and charges. For additional information on
provisions and write-downs made during the year ended 28 February 2017, see the related
notes to financial statements.

b. Financial risks
The main financial risks to which the Company is exposed are liquidity risk, interest rate risk,
credit risk and risks connected with the Company's net financial debt.

Liquidity risk: the Company defines liquidity risk as the possibility that the Company may

41
not be able to promptly fulfil its obligations. The Company manages its liquidity by taking
into account the seasonality of cash flows from retail sales, which may result in a certain
unevenness in cash flows from sales and operating costs in several months of the year. This
risk is contained through measures aimed at ensuring a balanced capital structure, diversified
sources of funding, the spread of due dates for financial debt over a broad time horizon, the
maintenance of unused committed lines of credit and defined limits on maturities and credit
counterparties in the management of liquidity.

From a structural standpoint, the Company has negative working capital, and as a result, it is
exposed to the risk of the inability to raise the financial resources necessary to meet the
related financial needs (primarily in the first half of the year). This peculiarity is mainly due
to the following structural characteristics of the business conducted by Unieuro: (i) a small
amount of trade receivables generated mainly by the wholesale channel relative to sales
volume, since most sales are very quickly transformed into cash, which is typical of retail
sales to end customers; and (ii) inventories in an amount structurally proportional to turnover.
On the other hand, the amount of current liabilities, and especially trade payables, tends to
permanently exceed the amount of current assets.

Unieuro has a revolving line of Euro 41,800 thousand, which is generally fully utilised in the
first half of each year to meet the related financial requirements, and is instead repaid during
periods of the greatest cash generation (typically the last half of each year).

The Company believes that existing lines of credit and loans as at 28 February 2017 are
sufficient to cover requirements from its operating and investment activities and to repay
maturing debt.

Interest rate risk: the Company is exposed to interest rate risk largely in relation to floating
rate financial liabilities.

Most of the Company's debt exposure is at a floating rate. The Company continually monitors
interest rate trends using instruments to hedge against the risk of fluctuating interest rates
when deemed appropriate.

Credit risk: this is related to the Company’s exposure to potential losses resulting from the
failure of financial or commercial counterparties to fulfil their obligations. The Company has
receivable monitoring processes that call for analysing the customers’ reliability, assigning a
credit line and controlling exposure using reports that break down maturities and average
collection periods. At the reporting date, there were no significant risk concentration
positions.

Risks associated with the Company’s net financial debt: The seasonality of business cycles
and the Company’s revenue trends do not rule out the possibility that the Company may need
to obtain new lines of credit to meet its financial requirements.

c. Legal and non-compliance risks


The Company defines non-compliance risk as the possibility of incurring legal and/or

42
administrative sanctions, financial losses or reputational damage as a result of violations of
mandatory provisions (of laws or regulations) or of company regulations (articles of
association, codes of conduct, self-regulation codes). The main risks of this type can be
grouped in the categories described below.

Risks connected with the regulatory environment: Unieuro conducts its business in sectors
regulated by national, EU and international regulations, the violation or change in which
could result in limitations of its operations or increased costs. In the future, it is possible that
there will be changes in tax and other rules and in existing regulations, including from the
standpoint of interpretations, that could result in the Company's liability or have a negative
impact on its business with a possible negative impact on its income statement, balance sheet
and/or cash flows.

Any legislative or regulatory changes (e.g. in relations between lessors and lessees, taxation
and related income, and the issuance and maintenance of administrative authorisations to
perform business activities) could affect the Company’s balance sheet, income statement and
cash flows. Furthermore, any suspension and/or revocation of licences or authorisations
required by current legislation in Italy as a necessary condition for conducting business
activity at points of sale, and any mandatory measures required by competent authorities to
confirm or issue such authorisations or licences could have a potential negative effect on
Unieuro’s operations or outlook, or on its income statement, balance sheet and cash flows.

Risks associated with compliance with regulations concerning the environment and
health and safety in the workplace: The Company is subject to laws and regulations to
protect the environment and health; thus, any violations of these regulations could result in
limitations on the Company’s business or significant additional costs.

The Company performs its business in sectors regulated by national and EU regulations
concerning environmental protection and health and safety in the workplace. In accordance
with the obligations of regulations on environmental protection and health and safety in the
workplace, Unieuro makes the investments necessary to ensure compliance with the
provisions of applicable laws and regulations. In this regard, in July 2016, Legislative Decree
121 (the so-called “1 vs. 0” Decree) went into effect that calls for the free collection of very
small electric and electronic devices (RAFE) by distributors of appliances and consumer
electronics goods. The decree also specifies technical requirements for the preliminary deposit
and collection to be carried out at such distributors and the subsequent transport and transfer,
with the resulting obligations for distributors (including Unieuro) to comply with the legal
requirements set forth in the decree. It is possible that Unieuro must, in the future, incur
extraordinary expenses for actions brought against the Company for problems related to the
environment, health and safety in the workplace and/or Unieuro may be required to make
significant investments to comply with changes dictated by regulations concerning these
obligations with a resulting negative impact on the balance sheet, income statement and cash
flows.

43
13. SIGNIFICANT EVENTS DURING AND AFTER THE YEAR
The fiscal year ending 28 February 2017 was characterised by the listing procedure
undertaken by the Company that resulted in significant changes in its organisational structure.

On 23 February 2017, Unieuro, as buyer, signed an agreement with Project Shop Land S.p.A.,
as seller, for the purchase of 100% of the share capital of Monclick S.r.l. (“Monclick”). The
price agreed to by the parties was Euro 10,000 thousand, and the purchase of Shares by
Unieuro is subject to meeting the following conditions precedent: (a) obtaining all
authorisations of competent antitrust authorities that contain no conditions or obligations for
the Company or Monclick; (b) obtaining the consent of the Lending Banks to execute the
purchase. The agreement is to be concluded in June 2017.
Through its purchase of Monclick, the Company intends to enhance its position in the online
sales sector (by exploiting Monclick’s competitive position), and to launch and develop the
business of marketing consumer electronics goods in the B2B2C channel as the leading
specialised operator.

On 4 April 2017, trading began for the Company’s stock on the Star segment of the Electronic
Stock Exchange. The stock was placed at a price of Euro 11 per share, and 31.8% of capital
was placed.

On 18 April 2017, the Company acquired a business division from Andreoli S.p.A. subject to
the settlement of creditors’ claims. The business division consists of 21 points of sale located
mainly in shopping centres with areas between 1,200 and 1,500 square metres. The chain
acquired currently operates under the Euronics brand in southern Lazio, Abruzzo and Molise
regions, and in 2015 it generated retail revenues of about Euro 94 million at a profit, and it
employs over 300 people.

The stores will be acquired with no inventory and will be subject to a precise revitalisation
plan, which, starting in the beginning weeks, will entail the adoption of the Unieuro brand, the
refitting of store spaces, a new assortment of merchandise and the adoption of new IT
systems, with the aim of achieving projected revenue and profitability targets over 18-24
months.

The acquisition of the Andreoli division occurred as a result of participating in the


competitive bidding procedure announced by the Court of Latina pursuant to Art. 163-bis of
the Bankruptcy Law.

The amount of the transaction, which was carried out without taking over financial debt or
payables to suppliers, was Euro 12.2 million, including Euro 3.9 million already contributed
as a security deposit, and Euro 8.3 million to be paid as the final payment once the transaction
is finalised, which is projected to be within 30 days of the date the company complex is
awarded. The transaction will be financed out of available cash and using lines of credit
provided by financial institutions. The acquisition allows to the Company to pursue the goal
of broadening its local presence and increasing touchpoints with customers.

On 3 May 2017, the greenshoe option was partially exercised. This option was granted by

44
Italian Electronics Holdings for 537,936 shares in relation to the 636,363 shares that were
over allotted. The purchase price of shares under the greenshoe option was Euro 11.00 per
share corresponding to the bid price set in the Institutional Placement for a total of Euro 5,917
thousand. The settlement of shares related to the greenshoe option took place on 8 May 2017.

Thus, at the date of this report, the Institutional Placement involved a total of 6,901,573
ordinary shares of Unieuro S.p.A., equal to about 35% of share capital, valued at
approximately Euro 75,917 thousand.

45
14. OUTLOOK
The scenario seen in 2016, with a slight improvement in GDP, should also continue in
calenda year 2017 based on Italian GDP growth estimates made by various international
organisations, and this growth is largely in line with 2016. The consumer electronics market is
highly correlated to GDP movements, and thus, growth in this market is also expected next
year.

In financial year 2017-2018 the Company expects further sales growth driven by the larger
store network in both the retail and travel channels, as a reflection of the positive impact of
the work programme for the store portfolio and new openings. An additional push will come
from growth in online sales.

This is in addition to external growth to be achieved through the acquisition of the 21 former
Andreoli stores, and through the acquisition of Monclick when that closing is finalised.

In terms of financial management, operating cash flows are expected to improve with
investments in line with the year ended 28 February 2017 without considering investments for
acquisitions. Investments will be aimed at improving the store network and expanding the
latter, and infrastructure-related measures will be taken to improve the efficiency of company
processes.

46
FINANCIAL STATEMENT

STATEMENT OF FINANCIAL POSITION

Year ended
(amounts in euro thousand)
Notes 28 February 2017 29 February 2016

Plant, machinery, equipment and other assets 5.1 60,822 51,523


Goodwill 5.2 151,396 151,396
Intangible assets with a finite useful life 5.3 11,808 11,197
Deferred tax assets 5.4 29,438 28,912
Other non-current assets 5.5 2,156 2,035
Total non-current assets 255,620 245,063
Inventories 5.6 269,551 264,373
Trade receivables 5.7 35,203 35,354
Current tax assets 5.8 7,955 8,082
Other current assets 5.5 13,865 13,900
Cash and cash equivalents 5.9 36,666 35,441
Total current assets 363,240 357,150
Total assets 618,860 602,213
Share capital 5.10 4,000 4,000
Reserves 5.10 120,101 109,500
Profit/(loss) carried forward 5.10 (39,122) (40,067)
Total shareholders’ equity 84,979 73,433
Financial liabilities 5.11 25,796 31,780
Shareholders’ loan 5.12 - 19,444
Employee benefits 5.13 9,783 10,220
Other financial liabilities 5.14 4,427 4,479
Provisions 5.15 8,833 7,767
Deferred tax liabilities 5.4 322 269
Other non-current liabilities 5.16 21 26
Total non-current liabilities 49,182 73,985
Financial liabilities 5.11 5,984 3,204
Shareholders’ loan 5.12 - 998
Other financial liabilities 5.14 2,418 1,471
Trade payables 5.17 334,546 333,372
Provisions 5.15 1,424 2,571
Other current liabilities 5.16 140,327 113,179
Total current liabilities 484,699 454,795
Total liabilities and shareholders’ equity 618,860 602,213

The notes are an integral part of these annual financial statements.

47
INCOME STATEMENT

Year ended
(amounts in euro thousand)
Notes 28 February 2017 29 February 2016

Revenue 5.18 1,660,495 1,557,210


Other income 5.19 6,360 12,396
Total revenue 1,666,855 1,569,606
Purchases of materials and external services 5.20 (1,491,938) (1,427,404)
Personnel expenses 5.21 (136,633) (133,961)
Changes in inventories 5.6 5,177 41,067
Other operating costs 5.22 (5,377) (6,558)
Gross operating profit 38,084 42,750
Amortization, depreciation and impairment losses 5.23 (17,958) (18,720)
Operating profit 20,126 24,030
Financial income 5.24 358 286
Financial expenses 5.24 (6,222) (7,175)
Pre-tax profit (loss) 14,262 17,141
Income taxes 5.25 (2,675) (6,499)
Profit (loss) for the year 11,587 10,642

Basic earnings per share (in Euros) 5.26 0.58 0.53


Diluted earnings per share (in Euros) 5.26 0.58 0.53
The notes are an integral part of these annual financial statements.

STATEMENT OF COMPREHENSIVE INCOME


(amounts in euro thousand) Year ended
Notes 28 February 2017 29 February 2016

Profit (loss) for the year 11,587 10,642

Other items that will or may be reclassified to profit or loss:

Gain (losses) on hedging instruments (cash flow hedges) 5.14 103 54

Income taxes (29) (15)

Total other comprehensive income (expense) that will or


5.10 74 39
may be reclassified to profit or loss

Other items that will not be subsequently reclassified to profit


or loss:

Actuarial gains (losses) on defined benefit plans 5.13 (2) 669

Income taxes 1 (184)


Total other components of comprehensive income that will
not subsequently be restated under profit/(loss) for the 5.10 (1) 485
year:
Total statement of comprehensive income for the year 11,660 11,166
The notes are an integral part of these annual financial statements.

48
STATEMENT OF CASH FLOWS
Year ended
(amounts in euro thousand)
Notes 28 February 2017 29 February 2016

Cash flow from operations


Profit (loss) for the year 5.10 11,587 10,642
Adjustments for:
Income taxes 5.25 2,675 6,499
Net financial expenses (income) 5.24 5,864 6,889
Amortization, depreciation and impairment losses 5.23 17,958 18,720
(Gains)/losses on the sale of property, plant and machinery 5.1 (31) (35)
Other changes 3,766 2,357
41,819 45,072
Changes in:
-Inventories 5.6 (5,178) (41,067)
-Trade receivables 5.7 151 (2,399)
-Trade payables 5.17 1,174 29,607
5.5-5.15-
-Other changes in operating assets and liabilities 5.16 23,488 32,445

Cash flows from (used in) operating activities 19,635 18,586

Income taxes paid 5.25 - (4,206)


Interest paid 5.24 (4,931) (4,765)

Net cash flow from (used in) operating activities 5.27 56,523 54,687

Cash flow from investing activities


Purchases of plant, machinery, equipment and other assets 5.1 (23,479) (24,468)
Acquisition of intangible assets 5.3 (4,419) (3,024)
Goodwill acquired against consideration 5.2 - (193)
Proceeds from the sale of plant, machinery, equipment and other assets 5.1 61 131
Proceeds from the sale of assets held for sale 5.27 - 924
Investments in equity and business units 5.5 - (881)
Cash contributed as part of the merger 5.9 - 6,270
Net cash flow from (used in) investing activities 5.27 (27,837) (21,241)

Cash flows from financing activities


Increase in financial liabilities 5.11 (4,137) (14,218)
Increase/(Decrease) in other financial liabilities 5.14 998 4,419
Increase/(Decrease) in shareholder loans 5.12 (20,442) (1,172)
Distribution of dividends 5.10 (3,880) -
Net cash flows from (used in) financing equivalents 5.27 (27,461) (10,971)

Increase/(Decrease) in cash and cash equivalents 1,225 22,475

OPENING CASH AND CASH EQUIVALENTS 35,441 12,966


Increase/(Decrease) in cash and cash equivalents 1,225 22,475
CLOSING CASH AND CASH EQUIVALENTS 36,666 35,441

The notes are an integral part of these annual financial statements.

49
STATEMENT OF CHANGES IN EQUITY
Reserve for
Cash Share-
actuarial Profit/(loss)
Share Legal Extraordinary flow based Other
(Amounts in euro thousand) Notes gains/(losses) carried Total equity
capital reserve reserve hedge payments reserves
on defined forward
reserve reserve
benefit plans
Balance as at 28 February
4,000 800 43,643 (113) (586) 676 6,144 (12,654) 41,910
2015
Profit (loss) for the year - - - - - - - 10,642 10,642
Other components of
comprehensive income - - - 39 485 - - - 524
(expenses)
Total comprehensive
- - - 39 485 - - 10,642 11,166
income (expense)
Contribution from merger (757) 175 51,855 (33,237) 18,036
Allocation of previous year’s
- - 4,818 - - - - (4,818) -
profit (loss)
Equity-settled share-based
- - - - - 2,321 - - 2,321
payment plans
Total owner transactions - - 4,818 - - 2,321 - (4,818) 2,321
Balance as at 29 February
5.10 4,000 800 48,461 (74) (858) 3,172 57,999 (40,067) 73,433
2016
Profit (loss) for the year - - - - - - - 11,587 11,587
Other components of
comprehensive income - - - 74 (1) - - - 73
(expenses)
Total comprehensive
- - - 74 (1) - - 11,587 11,660
income (expense)
Allocation of previous year’s
- - 10,642 - - - - (10,642) -
profit (loss)
Distribution of dividends - - (3,880) - - - - - (3,880)
Equity-settled share-based
- - - - - 3,766 - - 3,766
payment plans
Total owner transactions - - 6,762 - - 3,766 - (10,642) (114)
Balance as at 28 February
5.10 4,000 800 55,223 - (859) 6,938 57,999 (39,122) 84,979
2017

The notes are an integral part of these annual financial statements.

50
NOTES

1. PREAMBLE

Unieuro S.p.A. (hereinafter also the "Company"), formerly S.G.M. Distribuzione S.r.l., is a
company existing under the laws of Italy with registered office in Forlì, Via V.G. Schiaparelli 31,
operating in the retail and online distribution of electric appliances and consumer electronics.

On 29 November 2013, the company that was then the parent company of Unieuro S.p.A., Venice
Holdings S.r.l. (hereinafter also "Venice Holdings", merged by incorporation into Italian
Electronics Holdings S.r.l. on 27 October 2016), concluded as part of a broader consolidation
operation, the acquisition of the majority equity interest in Unieuro S.r.l. (hereinafter “Ex
Unieuro”) of 84.78% of the share capital. This acquisition created one of the main distributors in
Italy of electric appliances and consumer electronics.

On 26 February 2016, with accounting and tax effects from 1 March 2015, Ex Unieuro was merged
by incorporation into Unieuro S.p.A (hereinafter the "Unieuro Merger "), both companies which
were then 100% owned by Italian Electronics S.r.l. (hereinafter also "Italian Electronics",
subsequently merged by incorporation into Italian Electronics Holdings S.r.l. on 27 October 2016).
Therefore, from 27 October 2016, the Company has been controlled by Italian Electronics Holdings
S.r.l. (hereinafter also “Italian Electronics Holdings”).

Pursuant to the resolution of the Extraordinary shareholders’ meeting held on 12 December 2016,
the Company was transformed from a limited liability company to a joint stock company (società
per azioni) changing its name from “S.G.M. Distribuzione S.r.l.” to “Unieuro S.p.A.”.

On 4 April 2017, Italian Electronics Holding placed on the Screen-based Share Market (MTA) -
Star Segment of Borsa Italiana S.p.A., 31.8% of the Unieuro S.p.A. share capital or 6,363,637
ordinary shares at a price of €11 per share.

From 3 May 2017, the greenshoe option granted by Italian Electronics Holding was partially
exercised by 537,936 shares compared to the 636,363 shares that had been the object of the Over
Allotment. The purchase price of the shares that were the object of the greenshoe option was €11.00
per share, which corresponds to the offer price which was set for the placement, totalling €5,917
thousand. The share settlement relative to the greenshoe option took place on 8 May 2017.

The placement as at the date of the balance sheet therefore refers to a total of 6,901,573 ordinary
shares of Unieuro S.p.A., or 34.51% of the share capital, totalling approximately €75,917 thousand.

2. CRITERIA ADOPTED FOR PREPARATION OF THE FINANCIAL STATEMENTS


OF THE COMPANY AND SUMMARY OF THE ACCOUNTING PRINCIPLES

Below are the preparation criteria, the main accounting principles and valuation criteria adopted for
the drafting of the financial statements for the year. These principles and criteria were applied
consistently to all the years presented within this document.

2.1 Basis of preparation of the financial statements

The financial statements for the year comprised the statement of financial position, the income
statement, the statement of comprehensive income, the statement of cash flows, the statement of
changes in equity and the related notes thereto for the years ended 28 February 2017 and 29
51
February 2016.

2.2 Preparation criteria

The financial statements were drafted on a going concern basis, since the directors verified that
there were no indicators of a financial, operating or other nature of any critical areas regarding the
company's ability to honour its obligations in the foreseeable future and in particular the next 12
months.

The financial statements were drafted on the basis of the historical cost criteria, except for the
derivative financial instruments which were measured at their fair value.

Please see the Report on Operations for information regarding the nature of the company's
operations and significant events after the balance sheet date.

The group that the company belongs to was structured as follows as at 28 February 2017:

1. International Retail Holdings S.à r.l.,a Luxembourg based holding company controlled by
Rhône Capital II L.P. which owns the majority of Italian Electronics Holdings shares;

2. Italian Electronics Holdings, an Italian Holding Company that owns 100% of the Company's
shares.

The annual financial statements are presented in Euro, which is the Company’s functional currency.
The amounts are expressed in thousands of Euro, except as specifically indicated. The rounding is
done at the individual account level and then totalled. It is hereby specified that any differences
found in any tables are due to rounding of amounts which are expressed in thousands of Euro.

The financial statements as at 28 February 2017 were approved by the Company's Board of
Directors on 10 May 2017 and after they are audited they will be presented for the approval of the
Shareholders' Meeting.

2.3 Statement of compliance with IFRS

The financial statements for the year were prepared in compliance with the International
Accounting standards (IAS/IFRS) which are issued by the International Accounting Standards
Board (IASB) and their relative interpretations (SIC/IFRIC), adopted by the European Union. The
year during which the company first adopted the International Accounting standards (IAS/IFRS)
was the year ended 28 February 2007.

Furthermore, the annual financial statements were prepared in compliance with the provisions
adopted by Consob for financial statements in application of article 9 of Legislative Decree 38/2005
and other rules and provisions issued by Consob regarding financial statements. In particular it is
hereby noted that with regard to Consob resolution 15519 of 27 July 2006 and Communication no.
DEM6064293 of 28 July 2006 regarding financial statements, specific schedules have been added
to the income, balance sheet and cash flow statements indicating significant relations with related
parties and specific income statement schedules indicating, for each item, the non-recurring
component.

The financial statements have been drafted on a going concern basis.

52
2.4 Financial statement schedules

In addition to these notes, the financial statements consist of the following schedules:

A) Statement of financial position: the company’s equity and income is shown by distinctly
presenting current and non-current assets and current and non-current liabilities with a
description in the notes for each asset and liability items of the amounts that are expected to
be settled or recovered within or later than 12 months from the balance sheet date.

B) Income statement: the classification of the costs in the income statement is based on their
nature, showing the interim results relative to the gross operating result, the net operating
result and the result before taxes.

C) Statement of comprehensive income: this statement includes the profit/(loss) for the year
as well as the income and expenses recognized directly in equity for transactions other than
those with shareholders.

D) Statement of cash flows: the statement of cash flows contains the cash flows from
operations, investments and financing. The cash flows from operations are shown using the
indirect method through which the result for the year is adjusted for the effects of non-
monetary transactions, any deferral or allocation of previous or future collections or
payments related to operations and revenue elements connected to cash flows arising from
investment or financing activities.

E) Statement of changes in equity: this statement includes, in addition to the results of the
comprehensive income statement, also the transactions that were carried out directly with
shareholders that acted in their capacity as such and the breakdown of each individual
component. Where applicable, the statement also includes the effects arising from changes
in the accounting standards in terms of each equity item.

The annual financial statements are shown in comparative form.

2.5 The use of estimates and valuations in the preparation of the financial statements

Preparation of the Financial statement under IFRS requires management to make estimates and
assumptions that affect the carrying amount of assets and liabilities and the disclosures about
contingent assets and liabilities at the reporting date. These estimates and assumptions are based on
information available at the preparation date, management’s experience and other relevant
information. The actual figures may differ from the estimates. Management uses estimates to make
accruals to the allowances for impairment and inventory write-down, to recognise the deferred
income on the sale of warranty extension services, to measure amortization and depreciation and
non-current assets, to test goodwill for impairment, to determine employee benefits on an actuarial
basis and call options, as well as to estimate the fair value of derivatives and calculate the
recoverability of deferred tax assets.

Management regularly revises the estimates and assumptions and the effects of any changes are
presented in the income statement.

The key measurement processes and assumptions used by management to apply the IFRS that could
have significant effects on the amounts presented in the Financial statements or for which there is a
risk that significant differences may arise compared to the assets’ and liabilities’ carrying amounts
53
in the future are summarised below.

Recoverable amount

Non-current assets include property, plant, machinery, equipment and other assets, goodwill,
software and trademarks, equity investments and other non-current assets. The company regularly
monitors the carrying amounts of non-current assets held and used or that will be sold, whenever
events or circumstances warrant such checks. The company tests goodwill for impairment at least
once a year and whenever events or circumstances indicate a possible impairment loss. The
company regularly monitors the recoverability of non-current assets’ carrying amounts by
estimating the cash flows expected from the use or sale of the asset and discounting them to
calculate the asset’s present value. When a non-current asset has undergone impairment, the
company recognises an impairment loss equal to the difference between the asset’s carrying amount
and its recoverable amount through use or sale, calculated using the cash flows included in the most
recent business plans.

The estimates and assumptions used reflect management’s knowledge about business developments
and reasonable forecasts about the market’s and sector’s future development. They are subject to
great uncertainty due to the effects of the recent economic and financial crisis and its fallout on the
sector. Although the company’s current estimates do not indicate any impairment of its non-current
assets, developments in the economy or the company’s performance different to that forecast could
lead to amounts other than the original estimates and, where necessary, to adjustments to the non-
current assets’ carrying amounts.

Recoverability of deferred tax assets

The company recognises deferred tax assets to the extent they are deemed recoverable. When
necessary, it recognises adjustments to reduce the deferred tax assets’ carrying amount to their
recoverable amount. The company considers the budget results and forecasts for future years in line
with the budgets used for impairment tests, described earlier for the recoverable amount of non-
current assets, to determine the recoverable amounts of deferred tax assets.

Provision for bad debts

Management sets up this allowance to reflect its estimate of expected credit losses based on past
experience of similar receivables, existing and historical past due receivables and collections, as
well as its careful monitoring of credit quality and financial and market projections.

Provision for inventory obsolescence

This allowance reflects management’s estimate of losses in value of its inventory, based on past
experience, historical market trends and expected future trends. It also considers specific actions
introduced by the company in order to align the carrying amount of inventory to the lower of its
cost and estimated realisable value.

Deferred income on product warranty extension

The company’s services include the extension of its product warranty period compared to the legal
period, which is also provided by its Wholesale partners. This service is sold directly in the DOS for
an additional charge.

54
The warranty extension compared to the legal requirement can be in timing (more years covered)
and/or the risks covered (e.g., product damage) depending on the product category sold.

When the warranty service is sold, the company recognises deferred income equal to the sales
amount of the service and then reclassifies it to revenue over the service term. This reclassification
is calculated considering the estimated number of repair work interventions during the warranty
period. These are estimated using historical information on the nature, frequency and cost of the
work performed in connection with warranty spread out over time to simulate the future occurrence
of these events.

Defined benefit plans and other post-employment benefits

The company has set up a defined benefit plan (post-employment benefits) for its employees.

It applies an actuarial method to calculate the cost and net interest expense of the benefit plans
involving the use of estimates and assumptions to determine its net obligation. The method includes
financial variables, such as, the discount rate and future increases in salaries, as well as the
probability that future events may occur using demographic variables (employee turnover and
mortality). Specifically, the discount rates applied are the rates or yield curves of high quality
corporate bonds in the reference markets. Changes in each factor could affect the amount of the
liability.

Provisions

The company recognises a provision for disputes and legal proceedings whenever it deems it
probable that it will have to disburse funds or when it can reasonably estimate the related expense.
If it is unable to estimate the cash disbursement or if such disbursement becomes probable, the
company does not set up a provision but simply discloses the event in the notes.

During the normal course of business, the company monitors the status of pending disputes and
consults its legal and tax advisors. The amount of the related provisions may vary over time due to
future developments in these pending disputes.

Equity-settled share-based payment plans

The measurement of the probable market price of options is recognized using the binomial method
(Cox – Ross – Rubinstein). Since the exact time that the transfer of the control of Venice Holdings
will take place is not known, the Company has identified different dates and subsequently, assigned
to each a probability of occurring. The other assumptions on which the calculation is based are
volatility, interest rate risk (equal to the return of sovereign securities of the Euro area (AAA)
expiring close to the date on which the exercise of the option is expected), the amount of the
expected dividends. Finally, in line with the requirements set forth in IFRS 2, for estimation of the
fair value of options, the value was adjusted applying a discount for lack of liquidity. For further
details see note 5.28.

Hedging derivatives

The fair value of derivatives is estimated using the prices on regulated markets or provided by
financial counterparts. In their absence, management estimates fair value using valuation models
that consider subjective variables, such as, for example, estimated cash flows and price volatility.

55
2.6 Key accounting policies

Business combinations and goodwill

Business combinations are recognized using the acquisition method, which entails the recognition
of the identifiable assets acquired (including previously unrecognized intangible assets) and
liabilities (including contingent liabilities and excluding future restructurings) assumed at their
acquisition-date fair value.

The contingent consideration is also recognized at its acquisition-date fair value. Fair value gains
and losses of the contingent consideration classified as assets or liabilities are recognized in profit
or loss as required by IAS 39. If the contingent consideration is recognized in equity, its initial fair
value is never redetermined.

Goodwill arising from a business combination is initially recognized at cost, being the difference
between the consideration’s fair value and the company’s share of net fair value of the acquiree’s
identifiable assets, liabilities assumed and contingent liabilities. This goodwill is allocated to each
of the company’s cash-generating units (CGU) or groups of CGUs that are expected to benefit from
the synergies of the business combination, irrespective of whether other assets or liabilities of the
company are assigned to these units or groups of CGUs at the acquisition date. Each unit or group
of units to which the goodwill is allocated should:

- represent the lowest level within the entity at which the goodwill is monitored for internal
management purposes; and

- not be larger than the identified operating segments.

When an entity disposes of an operation within a CGU or group of units to which goodwill has been
allocated, the goodwill associated with that operation should be included in the carrying amount of
the operation when determining the gain or loss on disposal. It is measured on the basis of the
relative values of the operation disposed of and the portion of the CGU or group of units retained.

If the acquirer has made a gain from a bargain purchase, that gain is recognized immediately in
profit or loss, while the acquisition-related costs other than those to issue the debt or equity
securities are recognized as expenses in the periods in which they are incurred.

After initial recognition, goodwill is not amortized and is only decreased for impairment, calculated
using the methods set out in the “Impairment losses on non-financial assets” section below.

Transactions under common control are recognized at their carrying amount, i.e., without
recognising a gain, pursuant to the IFRS and the guidance of OPI 1 (Assirevi’s preliminary
considerations about the IFRS) about the accounting treatment of business combinations of entities
under common control in the separate and consolidated financial statements. This provides that, in
the case of a business combination, when the acquiree is controlled by the same entity both before
and after the acquisition, its net assets are recognized at the carrying amount shown in the
acquiree’s accounting records before the acquisition. If the transfer values are higher than these
historical carrying amounts, the difference is eliminated by adjusting the acquirer’s equity
downwards.

Fair value hierarchy

56
Several standards and disclosure requirements entail the calculation of the fair value of financial
and non-financial assets and liabilities. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. To increase consistency and comparability in fair value measurements and
related disclosures, the standard has established a three-level hierarchy reflecting the importance of
the inputs used to calculate fair value. The levels are:

- Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the entity can access at the measurement date. A quoted price in an active market provides the
most reliable evidence of fair value and in the case of multiple active markets, the most
advantageous market for the asset or liability is identified;

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly. If the asset or liability has a specified term, a Level 2 input
must be observable for substantially the full term of the asset or liability. Level 2 inputs include the
following: quoted prices in markets that are not active or interest rates and yield curves observable
at commonly quoted intervals; and

- Level 3: unobservable inputs for the asset or liability. Unobservable inputs are used to measure
fair value to the extent that Levels 1 and 2 inputs are not available. However, the fair value
measurement objective remains the same, i.e., an exit price at the measurement date, reflecting the
assumptions that market participants would use when pricing the asset or liability, including
assumptions about risk.

Plant, machinery, equipment and other assets (property, plant and equipment)

Recognition and measurement

Property, plant and equipment are measured at acquisition cost including any directly attributable
costs less any accumulated depreciation and any accumulated impairment losses.

Borrowing costs incurred to acquire or construct qualifying assets for which a certain period of time
is usually required to ready the asset for its use or sale are capitalised and depreciated over the life
of the category of assets to which they refer. All other financial expense is recognized in profit or
loss in the period to which they relate.

When an item of property, plant and equipment consists of various components with different
useful lives, the components are treated separately (when they are material).

The gain or loss arising on the sale of property, plant, machinery, equipment or other assets is the
difference between the net disposal proceeds and the item’s carrying amount and it is recognized in
profit or loss in the period in which the asset is derecognized.

Subsequent costs

Costs incurred subsequently to acquisition of the asset and the replacement cost of parts of the asset
recognized in this category are added to the asset’s carrying amount and capitalised only if they
increase the asset’s future economic benefits. All other costs are expensed when incurred.

When the replacement cost of some parts of the asset is capitalised, the replaced parts’ carrying
amount is recognized in profit or loss. The cost of extraordinary maintenance that lengthens the
57
asset’s useful life is capitalised and depreciated over the asset’s remaining useful life. Ordinary
maintenance costs are expensed when incurred.

Assets under construction are recognized at cost until they are available for use, when they are
reclassified to the relevant caption and depreciation starts.

Assets under finance lease

Other assets, plant and machinery held under finance leases, where the company has substantially
assumed all the risks and rewards incidental to ownership, are recognized at the lease inception date
as property, plant and equipment at their fair value or, if lower, the present value of the minimum
lease payments. They are depreciated over their estimated useful lives and their carrying amounts
are adjusted for impairment calculated using the methods set out below. The liability to the lessor is
recognized under “Other financial liabilities”.

Depreciation

Depreciation of an asset begins when it is available for use and ceases at the earlier of the date that
the asset is classified as held for sale in accordance with IFRS 5 and the date that the asset is
derecognized. Any changes to the depreciation plan are applied prospectively.

The depreciable amount is the asset’s carrying amount less its estimated net sales value at the end of
its useful life, if material and reasonably determinable.

Depreciation rates are calculated considering each asset’s estimated useful life and the internal
utilization plans that consider the asset’s technological and physical wear and tear and their
estimated realisable value net of scrapping costs. When the asset comprises more than one material
component with different useful lives, depreciation is calculated separately for each component. In
the case of an event that indicates possible impairment of the asset or a significant decrease in their
market value, significant technological changes or obsolescence, the carrying amount, excluding
recognized depreciation, is monitored using an estimate of the present value of future cash flows
and adjusted, if necessary. If the conditions for the impairment loss no longer exist in the future, the
impairment loss is reversed back to the carrying amount the asset would have had (net of
depreciation) had the impairment loss never been recognized.

Depreciation is calculated on a straight-line basis over the asset’s estimated useful life using the
following rates:

Category % used
Plant and machinery 15%
Fixtures and fittings, tools and other equipment 15%
Electronic machinery 20%
Furniture 15%
Office fixtures and fittings and machinery 12%
Automobiles 25%
Mobile phones 20%
Leasehold improvements throughout the duration of the contract
Other assets 15%-20%

58
Intangible assets with a finite useful life

Initial recognition and measurement

Separately acquired intangible assets are initially recognized at cost while intangible assets acquired
in a business combination are recognized at the acquisition-date fair value. After initial recognition,
intangible assets are carried at cost less any accumulated amortization and any accumulated
impairment losses.

Subsequent expenditures

Subsequent expenditures are capitalised only when they increase the expected future economic
benefits of the asset to which they refer. All other subsequent expenditures are expensed when
incurred.

Amortization

Intangible assets are amortized over their useful lives and are tested for impairment whenever there
is an indication of a possible impairment loss. The amortization period and method are reviewed at
each annual reporting date or more frequently if necessary. Any changes to the amortization plan
are applied prospectively.

The gain or loss arising from the derecognition of an intangible asset is determined as the difference
between the net disposal proceeds, if any, and the carrying amount of the asset. It is recognized in
profit or loss when the asset is derecognized.

Amortization is calculated on a straight-line basis over the asset’s estimated useful life using the
following rates:

Category % used
Software 20%
Based on the duration of
Entry rights the lease starting from the
date that the shop opens
Trademarks 5-10%

Financial assets

The company decides how to classify its financial assets after their initial recognition and reviews
this classification at each reporting period if appropriate and allowed.

Financial assets at fair value through profit or loss

This category includes assets held for trading and assets designated as financial assets at fair value
through profit or loss at initial recognition. Assets held for trading include all those assets acquired
for the purpose of selling them in the near term. Derivatives, including embedded derivatives, are
classified as financial assets held for trading unless they have been designated as hedging
instruments in accordance with IAS 39. Gains or losses on financial assets held for trading are
recognized in profit or loss. The fair value of equity instruments traded on regulated markets is
calculated using the Italian Stock Exchange prices at the close of market on the reporting date. The
fair value of investments that do not have an active market is calculated using valuation techniques
59
based on recent arm’s length market transactions between independent parties, reference to the
current fair value of another instrument that is substantially the same, discounted cash flow analysis
and option pricing models.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. After initial recognition, they are measured at amortized cost
using the effective interest method, net of any reduction for impairment. Amortized cost is
calculated considering purchase discounts and premiums and including transaction commissions
and costs that are an integral part of the effective interest rate. A gain or loss is recognized in profit
or loss when the loans and receivables are derecognized or impaired.

Impairment losses on financial assets

The company assesses at each reporting date whether there is any objective evidence that a financial
asset or group of financial assets is impaired.

Financial assets carried at amortized cost

If there is objective evidence that an impairment loss on loans and receivables carried at amortized
cost has been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future credit losses
that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e.,
the effective interest rate computed at initial recognition or the current effective interest rate in the
case of a loan with a variable interest rate). The carrying amount of the asset is reduced through use
of an allowance account. The amount of the loss is recognized in profit or loss.

The company first assesses whether objective evidence of impairment exists individually for
financial assets that are individually significant, and individually or collectively for financial assets
that are not individually significant. If the company determines that no objective evidence of
impairment exists for an individually assessed financial asset, whether significant or not, it includes
the asset in a group of financial assets with similar credit risk characteristics and collectively
assesses them for impairment. Assets that are individually assessed for impairment and for which an
impairment loss is or continues to be recognized are not included in a collective assessment of
impairment.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognized, the previously
recognized impairment loss is reversed. The reversal shall not result in a carrying amount of the
financial asset that exceeds what the amortized cost would have been had the impairment not been
recognized at the date the impairment is reversed. The amount of the reversal is recognized in profit
or loss.

An allowance for impairment for trade receivables is set up when there is objective evidence (such
as, for example, the probable insolvency or significant financial difficulties of the debtor) that the
company will not be able to recover all the amounts due based on the invoice’s original conditions.
The carrying amount of the trade receivable is decreased by adjusting an allowance account.
Impaired trade receivables are derecognized when they are irrecoverable.

60
When the trade receivable is classified as a financial asset given the payment terms, it is measured
at amortized cost by discounting the nominal amount to be received and recognising the discount as
financial income.

Under IAS 39, the transferred asset is derecognized if the transfer includes the total transfer of the
related risks and rewards of ownership of the transferred asset (contractual rights to receive the cash
flows of the financial asset). The difference between the carrying amount of the asset transferred
and the consideration received is recognized as financial expense in the income statement.

The company does not have available-for-sale financial assets or held-to-maturity investments.

Inventories

Inventories are measured at the lower of the cost and net realizable value. The cost of inventories
includes all costs required to bring the inventories to their current location and status. It includes in
particular the purchase price and other costs which are directly attributable to the purchase of goods.
Trade discounts, returns and other similar items are deducted in determining the costs of purchase.
The method used to allocate cost is the weighted average cost method.

Obsolete or slow-moving inventories are written down to reflect their possible use or realisation
directly for the write-down related to the valuation of the inventories at the lower of cost and
estimated realisable value and through an allowance for inventory write-down for the remainder.

Cash and cash equivalents

Cash and cash equivalents include cash-on-hand and term and short-term deposits, the latter with an
original maturity of less than three months. For statement of cash flows purposes, cash and cash
equivalents comprise the above less bank overdrafts.

Financial liabilities

Financial liabilities are initially recognized at the fair value of the consideration received net of
directly related transaction costs. After initial recognition, financial liabilities are measured at
amortized cost using the effective interest method. Discounting using the effective interest method
is recognized under financial expense in profit or loss.

Employee benefits

Post-employment benefits can be provided in the form of defined contribution plans and/or defined
benefit plans. They are based on the employees’ remuneration and length of service.

Defined contribution plans are post-employment benefit plans where the company and sometimes
its employees pay fixed contributions into a separate entity (a fund) and have no legal or
constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay
all employee benefits relating to employee service in the current and prior periods.

Defined benefit plans are post-employment benefit plans other than defined contribution plans.
They may be unfunded, or they may be wholly or partly funded by contributions by the company,
and sometimes its employees, into an entity, or fund, that is legally separate from the company and
from which the employee benefits are paid.

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The vested benefits are projected into the future to estimate the total obligation when the
employment relationship ends and then discounted to reflect the time value of money.

Adjustments to the employee benefit liabilities are made on the basis of actuarial assumptions
considering demographic and financial assumptions. They are recognized on an accruals basis in
line with the service necessary to obtain the benefit. The rights vested by the employees in the
reporting period and the interest cost on the benefits accrued at the start of the period and any
changes during the period are recognized as “Personnel expenses” in the income statement while
the interest cost arising on the actuarial calculation is recognized as “Gains (losses) on the
revaluation of defined benefit plans” in the statement of comprehensive income.

The company engaged an external actuary to perform the actuarial valuation.

Following the amendments made to Italian post-employment benefits (TFR) by Law no. 296 of 27
December 2006 and subsequent decrees and regulations (the “Pension reform”) issued in early
2007:

- the benefits vested up to December 31, 2006 are considered to be a defined benefit plan under IAS
19. These guaranteed benefits are paid upon termination of the employment relationship and are
recognized over the vesting period;

- the benefits accrued after January 1, 2007 are considered to be a defined contribution plan;
therefore, the benefits that accrued in the reporting period are fully recognized as costs and the part
that has not yet been paid into a pension fund is recognized as a liability under “Other current
liabilities”.

Provisions

A provision is recognized when the company has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. When the company expects reimbursement of some or all of the expenditure required to
settle a provision, for example, through insurance contracts, it recognises the reimbursement as a
separate asset when, and only when, it is virtually certain that reimbursement will be received. In
this case, the expense relating to the provision is presented net of the amount recognized for a
reimbursement in the income statement. When the effect of the time value of money is significant,
the company discounts the non-current part of the provision.

Provision for onerous contracts

The company recognises a provision for onerous contracts when the unavoidable costs of meeting
the obligation under the contract exceed the economic benefits expected to be received under it. The
unavoidable costs under a contract reflect the least net cost of terminating the contract, which is the
lower of the cost of performing the obligations under the contract and any damages or penalties
arising from failure to perform the obligations under such contract. Before the provision for an
onerous contract is recognized, the company recognises any impairment loss that has occurred on
assets dedicated to that contract.

Provision for DOS restorations

When a lease agreement includes a clause requiring the restoration of a building, the company
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recognises a provision for DOS restorations. The carrying amount of its obligation includes the
estimated restoration costs up until when the building is returned to the lessor.

Provision for restructuring

A provision for restructuring is recognized when the company has a detailed formal plan for the
restructuring that has been approved and the restructuring has started or the company has
announced its main features to those affected by it.

Trade payables

Trade payables are recognized at their nominal amount, net of discounts, returns or invoicing
adjustments, which is equal to the fair value of the company’s obligation. When the transaction is a
financial transaction, due to the payment terms agreed, the trade payables, measured at amortized
cost, are discounted and the discount is recognized as financial expense.

Assets held for sale

Assets held for sale are assets whose carrying amount will be recovered principally through a sale
transaction rather than through continuing use. They are classified in this category when the sale of
a disposal group becomes highly probable and the assets and liabilities are immediately available
for sale in their present conditions. Assets held for sale are measured at the lower of cost and fair
value less costs to sell.

Impairment of non-financial assets

The company tests property, plant and equipment and intangible assets for impairment. When there
is an indication of impairment, it estimates the asset’s recoverable amount.

The standard does not require formal preparation of an estimate of the recoverable amount except
when there is an indication of impairment. The only exceptions are intangible assets not yet
available for use and goodwill acquired in a business combination which are tested for impairment
annually and whenever there is an indication of impairment. Management performs the impairment
test for all those assets that require annual testing at the reporting date.

In assessing whether there is any indication that an asset may be impaired, the company considers
the following indications:

- market interest rates or other market rates of return on investment have increased during the
period, and those increases are likely to affect the discount rate used and decrease the asset’s
recoverable amount;

- significant changes have taken place in the technological or market environment in which the
company operates;

- the asset’s physical obsolescence is unrelated to the depreciation or amortization charged in a


certain period of time;

- any extraordinary plans introduced during the reporting period that could impact the assets (e.g., a
restructuring plan); and

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- interim operating losses.

If there is an indication that an asset may be impaired, management reviews the remaining useful
life, the depreciation (amortization) method or the residual value of the asset, which may need to be
adjusted in accordance with the standard applicable to the asset. It only tests the asset individually
for impairment at a later stage.

As described in IAS 36, the recoverable amount of an asset is the higher of its fair value less costs
to sell and its value in use, both for an individual asset or a cash-generating unit.

In order to best understand the guidance of IAS 36, some key definitions are set out below:

Value in use: this is the present value of the future cash flows expected to be derived from an asset
or cashgenerating unit. Specifically, the asset generates cash flows, which are discounted using a
pre-tax rate that reflects the time value of money and specific asset risks. The cash flow projections
are based on company plans, considering detailed budgets and calculations prepared separately for
each asset or cash-generating unit. The budgets do not include the effects of extraordinary activities
(restructurings, sales and acquisitions) and cover a maximum period of five years.

Fair value: the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The company uses
valuation models to determine fair value based on quoted shares, multiple models and other
available indicators.

Cash-generating unit (CGU): the smallest identifiable group of assets that generates cash inflows
that are largely independent of the cash inflows from other assets or groups of assets.

Carrying amount: the amount at which an asset is recognized after deducting any accumulated
depreciation (amortization), accumulated impairment losses and reversals of impairment losses.

It is not always necessary to determine both an asset’s fair value and its value in use. If either of
these amounts exceeds the asset’s carrying amount, it is not necessary to estimate the other amount.
It may not be possible to determine fair value of an asset or a cash-generating unit because there is
no basis for making a reliable estimate of the amount obtainable from the sale of the asset in an
orderly transaction between market operators. In this case, the company may use the asset’s value in
use as its recoverable amount.

Once all the values useful to measure the asset or the cash-generating unit have been identified and
determined, the company compares its carrying amount with its recoverable amount. If the carrying
amount is higher than the recoverable amount, the company reduces the asset’s carrying amount to
its recoverable amount and the reduction is an impairment loss.

The company assesses at the end of each reporting period whether there is any indication that an
impairment loss recognized in previous years for an asset other than goodwill may no longer exist
or may have decreased. If any such indication exists, the company estimates the recoverable amount
of that asset. An impairment loss recognized in prior periods can be reversed if, and only if, there
has been a change in the estimates used to determine the asset’s recoverable amount since the last
impairment loss was recognized.

The increased carrying amount of the asset attributable to a reversal of an impairment loss shall not
exceed the carrying amount that would have been determined (net of amortization or depreciation)
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had no impairment loss been recognized for the asset in prior years. The reversal is recognized in
profit or loss.

Derivative financial instruments and hedge accounting

The Company holds no derivative financial interests for speculative purposes. However, if the
derivative financial instruments do not satisfy all the terms and conditions required for hedge
accounting required by IAS 39, the changes in fair value of these instruments are recognized in the
income statement as financial expenses and/or income.

Therefore, the derivative financial instruments are recognized using hedge accounting rules when:

 the formal designation and documentation of the hedging relation itself exists from the
beginning of the hedge;
 it is presumed that the hedge is highly effective;
 the effectiveness can be reliably measured and the hedge itself is highly effective during the
periods of designation.

The Company uses the derivative financial instruments to cover their exposure to interest rate and
currency risk.

The derivatives are initially measured at fair value; the transaction costs attributable to them are
recognized in the income statement at the time that they are incurred. After initial recognition, the
derivatives are measured at fair value. The relative changes are recognized as described below.

Cash flow hedges

The changes in the fair value of the derivative hedging instrument designated as a cash flow hedge
are recognized directly in equity to the extent that the hedge is effective. For the non-effective
portion, the changes in fair value are recognized in the income statement.

Recognition of the hedge, as indicated above, ceases prospectively if the instrument designated as
the hedge:

 no longer satisfies the criteria for recognition as a hedge;


 reaches maturity;
 is sold;
 is ceased or exercised.

The accumulated profit or loss is kept in equity until the expected operation takes place. When the
hedged element is a non-financial asset, the amount recognized in equity is transferred to the book
value of the asset at the time that it is recognized. In other cases, the amount recognized in equity is
transferred to the income statement in the same year in which the hedged element has an effect on
the income statement.

Share based payment

Key management personnel and some managers may receive part of their remuneration in the form
of share based payments. Under IFRS 2, they qualify as equity-settled share-based payment
transactions. The right to payment accrues over the vesting period during which the managers

65
perform their duties as employees. Therefore, during the vesting period, the fair value of the share-
based payment at the grant date is recognized as a cost in profit or loss with a balancing entry in the
relevant equity reserve. Changes in the fair value after the grant date do not affect the initial
carrying amount. Specifically, the cost, equal to the fair value of the options at the grant date, is
recognized under personnel expenses on a straight-line basis over the vesting period with a
balancing entry in equity.

Derecognition of financial assets and liabilities

The company derecognises a financial asset (or, where applicable, part of a similar financial asset)
when:

• the contractual rights to the cash flows from the financial asset expire; and

• the company retains the contractual rights to receive the cash flows of the financial asset, but
assumes a contractual obligation to pay the cash flows to one or more recipients promptly.

The company removes a financial liability from its statement of financial position when the
obligation specified in the contract is discharged or cancelled or expires.

Revenue

Revenue is recognized when it is probable that future economic benefits will flow to the company
and these benefits can be measured reliably. Revenue is measured at the fair value of the
consideration received or receivable, taking into account trade discounts, volume rebates, premiums
and other sales duties. The following specific revenue identification criteria must be met in order to
recognise revenue:

Sale of goods

Revenue from the sale of goods is recognized when the company has transferred to the buyer all the
significant risks and rewards of ownership of the goods, which usually coincides with acquisition of
the product by the customer at the directly operated stores (or “DOS”), delivery of the product to
the customer’s home in the case of a home delivery or with transfer of ownership in the case of
wholesale and B2B customers. As provided for in the appendix to IAS 18, bill and hold sales, in
which delivery is delayed at the buyer’s request, are also recognized as revenue when the buyer
takes title and accepts billing. Revenue is recognized when the item is on hand, identified and ready
for delivery to the buyer and the buyer has requested delivery be delayed. Similarly, revenue from
the sale of goods is recognized when the customer acquires the good even if the good has to be
installed. The appendix to IAS 18 provides that revenue is recognized immediately when the buyer
accepts delivery when the installation procedure is simple in nature (e.g., installation of a device
which only requires unpacking and connection of power and antennae). The company has a
customer loyalty programme based on points, Unieuro Club. Customers can accumulate loyalty
points when they purchase goods in Unieuro DOS. When they reach a specified minimum number
of points, these can be used as a discount on the purchase of another product. The program’s term is
one fiscal year. The company adjusts revenue estimated on the basis of the accumulated and unused
points, the amount of the discount and historical data about the percentage of use of loyalty points
by customers.

Rendering of services

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Revenue and costs from the rendering of services are recognized by reference to the stage of
completion of the transaction at the end of the reporting period. The stage of completion is
determined based on surveys of work performed. When more than one service is provided under
one contract, the revenue is allocated among the individual services based on their fair value.

With respect to the sale of warranty extension services, which run from the expiration of the
mandatory product warranty period, the company recognises the revenue over the service period
based on the estimated number of repair work interventions during the warranty period. These are
estimated using historical information on the nature, frequency and cost of the work provided under
warranty spread out over time to simulate the future occurrence of these events.

Commissions

Fees on the sale of certain goods and services, such as for example, customer loans, are calculated
as a percentage of the service provided or as a fixed fee and equal the commission received by the
Company.

Revenues from operating leases as lessor

Revenue from operating leases is recognized on a systematic basis over the lease term and is
classified under “Other income”, given its operating nature.

Costs

Costs and other operating expenses are recognized in profit or loss when incurred on an accruals
basis and are matched to revenue, when they no longer generate economic benefits or do not qualify
for recognition as an asset.

The cost to acquire goods is recognized when the company assumes all the risks and rewards of
ownership of the good, measured at fair value of the consideration due net of any returns, rebates,
trade discounts and premiums.

Costs for services are recognized considering the stage of completion of the transaction at the
reporting date.

It is hereby specified that the costs relative to the listing of the shares of the Company on Mercato
Telematico Azionario of Borsa Italiana S.p.A. are recognized in the income statement when they
are incurred pursuant to the accruals principle. This accounting treatment arises from the structure
of the offer solely for the placement of the shares sold by Italian Electronics Holdings, which did
not generate income for the Company.

Costs arising on operating leases are recognized on a systematic basis over the lease term.
Additional costs related to the revenue earned by a specific DOS are recognized on an accruals
basis over the contractual period.

Interest income and expense

Interest income and expense are recognized in profit or loss on an accruals basis using the effective
interest method. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts through the expected life of the financial instrument or, when appropriate, a
shorter period to the net carrying amount of the financial asset or financial liability.
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Income taxes

Current taxes

Income taxes are determined using a realistic estimate of the tax expense to be paid on an accruals
basis and considering the ruling tax legislation. The tax rates and tax laws applied to calculate the
income taxes are those enacted or substantially enacted by the end of the reporting period. Current
taxes on off-income statement items are recognized directly in the statement of comprehensive
income, and hence, in equity, consistently with the item to which they refer.

It is hereby specified that beginning from 28 February 2015, Unieuro and Ex Unieuro had exercised
an option for the Domestic Tax Consolidation regime in their capacity as "Consolidated
Companies" (pursuant to article 117 of Presidential Decree 917 of 22/12/1986) together with the
"Consolidating Company” which is Italian Electronics. The option makes it possible to determine
IRES (corporate income tax) due on a tax base which corresponds to the algebraic sum of the
taxable revenue and tax losses of the individual companies that are included in the Consolidation.
The economic relations, responsibilities and reciprocal obligations between the "Consolidating
Company" and the "Consolidated Company" have been set out in detail in a specific contract that
establishes the operating procedures for management of the tax positions between the various
companies that belong to the Domestic Tax Consolidation. Any surplus that is a credit, insofar as
IRES and IRAP, is recorded under assets in the balance sheet and income statement under the item
" Current tax assets" and any shortfall is recognized under liabilities in the balance sheet and
income statement under the item " Current tax liabilities".

Deferred taxes

Deferred taxes are calculated using the liability method applied to temporary differences arising at
the reporting date between the tax base of assets and liabilities and their carrying amounts. A
deferred tax liability is recognized for all taxable temporary differences, except to the extent that the
deferred tax liability arises from the initial recognition of goodwill or the initial recognition of an
asset or liability in a transaction which is not a business combination and, at the time of the
transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognized for all deductible temporary differences and unused tax losses to
the extent that it is probable that taxable profit will be available against which the deductible
temporary difference and the unused tax loss can be utilized. The company remeasures deferred tax
assets at the end of every reporting period and decreases them to reflect the amount that will no
longer be recovered through sufficient taxable profits available in the future. Unrecognized deferred
tax assets are reviewed regularly at the end of the reporting period and recognized when it is
probable that taxable profits will be available against which the deductible temporary differences
can be utilized.

Deferred taxes are measured at the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on tax rates that have been enacted or substantially
enacted by the end of the reporting period. The estimate is based on the provisions of Law no. 208
of December 28, 2015 (the 2016 Stability Law), which decreased the IRES tax rate from 27.5% to
24% for companies starting from February 28, 2017.

Deferred tax assets and liabilities are offset if they relate to income taxes levied by the same
taxation authority and the company has a legally enforceable right to set off current tax assets
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against current tax liabilities.

Effects of the changes in foreign currencies

The Financial statements are presented in Euro, which is the company’s functional and presentation
currency.

Foreign currency transactions are initially converted using the exchange rate (applicable to the
functional currency) ruling on the transaction date. Foreign currency monetary assets and liabilities
are reconverted into the functional currency at the closing rate. All exchange differences are
recognized in profit or loss. Non-monetary items in foreign currency carried at historical cost are
converted using the transaction-date exchange rates.

Non-monetary items recognized at fair value in foreign currency are converted using the exchange
rate ruling on the date fair value was measured.

Earnings per share

Basic earnings per share

Basic earnings per share are calculated by dividing the company’s profit by the number of Unieuro
shares at the date of approval of the Financial statements.

Diluted earnings per share

Diluted earnings per share are calculated by dividing the company’s profit by the number of
Unieuro shares at the date of approval of the Financial statements. To this end, the shares are
adjusted for the effects of all dilutive potential ordinary shares.

Segment Reporting

IFRS 8 defines an operating segment as a component of an entity that: i) engages in business


activities from which it may earn revenues and incur expenses (including revenues and expenses
relating to transactions with other components of the same entity); ii) whose operating results are
regularly reviewed by the entity’s chief operating decision maker to make decisions about resources
to be allocated to the segment and assess its performance; and iii) for which discrete financial
information is available.

Segment reporting has been prepared to comply with IFRS 8 - Operating segments, which requires
the presentation of information in line with the methods adopted by the chief operating decision
maker. Therefore, identification of the operating segments and the information presented is based
on internal reports used by management to allocate resources to the segment and assess its
performance.

2.7 New standards

New standards, amendments and interpretations endorsed by the European Union and
applicable to annual periods starting on or after March 1, 2015

Though they entered into effect from the year that began on 1 March 2016, the following new
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documents have not had a significant effect on the financial statements in terms of disclosures or
changes to the accounting standards, as they mainly refer to issues that do not apply to the
Company:

Improvements to IFRS (2010-2012 cycle)

Improvements to IFRS (2012-2014 cycle)

Disclosure initiative (amendments to IAS 1)

Defined benefit plans: employee contributions (amendments to IAS 19)

The equity method in the separate financial statements (amendments to IAS 27)

Clarification on acceptable amortization/depreciation methods (amendments to IAS 16 and IAS 38)

Agriculture: bearer plants (amendments to IAS 16 and IAS 41)

Investment entities: application of the consolidation exception (amendments to IFRS 10, IFRS 12 and IAS 28)

Accounting for the acquisition of interests in jointly controlled assets (amendments to IFRS 11)

New standards, amendments and interpretations IFRS and IFRIC endorsed by the European
Union which are not yet mandatorily applicable and had not been adopted early by the
Company as at 28 February 2017

Below are the new accounting standards or amendments to standards applicable for the years
beginning after 1 January 2016, for which early application is allowed. The Company has decided
not to adopt them early for preparation of these financial statements:

- IFRS 15 – “Revenue from Contracts with Customers”: On 28 May 2014, the IASB issued
IFRS 15 “Revenue from Contracts with Customers” (hereinafter IFRS 15), which sets when
and how to recognize revenue from contracts with customers (including contracts regarding
work on order). In particular, IFRS 15 requires that recognition of revenues be based on the
following 5 steps: (i) identify the contract with the customer; (ii) identify the performance
obligations in the contract (the goods or services that have been promised to the customer);
(iii) determine the transaction price; (iv) allocate the transaction price to the performance
obligations in the contracts based on the standalone selling price of each good or service;
and (v) recognise revenue when (or as) the entity satisfies a performance obligation
Moreover, IFRS 15 integrates financial statement information to provide with regard to the
nature, amount, timing and uncertainty of revenues and the relative cash flows. The
provisions of IFRS 15 are effective from the years beginning on or after 1 January 2018.

- IFRS 9 - “Financial Instruments”: On 24 July 2014, the IASB finished the revision of the
accounting standard on financial instruments with the issuing of the complete version of
IFRS 9 “Financial Instruments” ( IFRS 9). In particular the new provisions of IFRS 9: (i)
modify the classification and valuation model for financial assets; (ii) introduce a new
method for writing down financial assets that takes into account expected losses (the
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expected credit losses); and (iii) amend the provisions regarding hedge accounting. The
provisions of IFRS 9 are effective from the years beginning on or after 1 January 2018.

The new standards, amendments and IFRS interpretations which have not yet been endorsed
by the European Union

- On 13 January 2016, the IASB issued IFRS 16 "Leases", (hereinafter IFRS 16) which
replaces IAS 17 and the relative amendments. In particular, IFRS 16 defines a lease as a
contract that attributes to the customer (the lessee) the right to use an asset for a specific
period of time in exchange for consideration. The new accounting standard eliminates the
classification of leases as operating or financial for financial statement preparation purposes
by companies that are lessees; for all leases with a duration exceeding 12 months,
recognition of an asset which represents the right of use and a liability which represents the
obligation to make the payment set forth in the contract is required. Conversely, for the
preparation of the lessor's financial statements, the distinction between operating and
financial leases is maintained. IFRS 16 reinforces financial statement disclosure for lessees
and lessors. The provisions of IFRS 16 are effective from the years beginning on or after 1
January 2019.

- On 19 January 2016, the IASB issued amendments to IAS 12 “Recognition of Deferred Tax
Assets for Unrealised Losses”, which: (i) confirm the existence of a deductible temporary
difference in the presence of a book value measured at fair value that is lower than the tax
base (e.g. a fixed rate security the fair value of which is lower than the value recognized for
tax purposes); (ii) provide for the possibility that future taxable income considers, in the
presence of adequate evidence that supports this probability, the fact that certain company
assets can be recovered at a value that is higher than the book value. This circumstance can
occur in the case of a fixed rate debt instrument, the fair value measurement of which, on the
financial statement reference date, is lower than the repayment value, which the company
intends to hold until the maturity date and for which it expects to collect the contractually
provided cash flows; (iii) specify that the future taxable income to consider for the
recognition of a deferred tax asset should not include tax deductions that emerge on the date
that these same deductible temporary differences are cancelled; (iv) require that when the
company assesses the possibility of earning income sufficient during the year to cancel the
deductible temporary differences to consider eventual limitations to the types of taxable
income against which to make the tax deductions pursuant to the tax laws. The amendments
to IAS 12 are effective from the years beginning on or after 1 January 2017.

- On 29 January 2016, the IASB issued amendments to IAS 7 "Disclosure Initiative", which
increases the disclosure obligations applicable in the presence of changes, whether monetary
or not, to financial liabilities. The amendments to IAS 7 are effective from the years
beginning on or after 1 January 2017.

- Classification and measurement of share-based payment transactions (Amendments to IFRS


2).

- Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (Amendments to


IFRS 4).

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- IFRIC Interpretation 22: Foreign Currency Transactions and Advance Consideration -
issued in December 2016, IFRIC 22 provides clarifications regarding the accounting for
transactions in a foreign currency.

- Transfers of Investment Property (Amendments to IAS 40) – In December 2016, the IASB
published amendments to paragraph 57 of IAS 40. The amendments are applicable from 1
January 2018, but early application is allowed.

- Annual Improvements to IFRS Standards (2014-2016 Cycle) - The improvements introduced


to the IFRS issued by the IASB in December 2016 involve the following standards: IFRS 1,
IFRS 12, IAS 28.
.
- The Clarifications to IFRS 15 Revenue from Contracts with Customers - Document issued
by the IASB in April 2016, applicable from 1 January 2018.

Based on the facts and cases the new documents apply to and with account taken of the current
accounting standards adopted by the Company, we believe that there will be significant effects from
the first time application of these documents insofar as IFRS 16, which will enter into effect from
the years beginning on or after 1 January 2019. In fact, this new standard provides that a lessee,
except for specific exemptions (e.g. short-term leases or leasing of goods with a minimal value)
must recognize in the financial statements for all the leases including those currently classified as
operating leases, a financial liability for the obligation to pay the future instalments and as an
offsetting entry the right of use must be recognized under non-current assets. The estimate of the
quantitative effects arising from application by the company of IFRS 16 is currently being
calculated.

Furthermore, it is hereby noted that the analyses for identification of any effects arising from first
application of IFRS 9 with regard to the measurement, classification and valuation of financial
instruments and IFRS 15 with regard to the time and measurement of revenues for the sale of assets
and the provision of services to customers are also currently underway. Based on some preliminary
calculations, it is reasonable to assume that the effects for the Company arising from first time
application of these new standards will not be significant.

3 INFORMATION ON FINANCIAL RISKS

With respect to business risks, the main risks identified, monitored and, as specified below, actively
managed by the Company are as follows:

- credit risk (both in relation to normal trading transactions with customers and financings);

- liquidity risk (with respect to the availability of financial resources and access to the credit
market and financial instruments in general);

- market risk (including currency and interest rate risks).

The objective is to maintain over time balanced management of the financial exposure so as to
ensure a liability structure that is coherent in terms of the composition of the asset structure and
able to ensure the necessary operating flexibility through the usage of liquidity generated from
current operations and usage of bank lending.

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The main financing instruments used are:

- medium-long term loans, to cover investments in fixed assets;

- short-term loans, current account credit lines to finance working capital.

Furthermore, hedges have been established to cover the risk of interest rate fluctuation, that have
influenced the cost of financial indebtedness in the medium - long-term and consequently also the
economic results. The financial instruments used for hedging matured on 28 February 2017.

We note that following the referendum on whether the United Kingdom would remain in the
European Union, known also as "Brexit" of 23 June 2016, the decision was for the United Kingdom
to leave the European Union. Based on the currently available information, we believe that there
will be no significant effects on the Company from the exit of the United Kingdom from the
European union, which is expected to take place in March 2019.

The following section provides qualitative and quantitative information regarding the incidence of
these risks.

3.1 Credit Risk

Credit risk is the possibility that an unexpected change in the credit rating of a counterparty will
expose the Company to the risk of default, subjecting it to potential lawsuits. By way of
introduction we note that the credit risk which the Company is subject to is minimal since its sales
are mainly to the end consumers who pay the consideration upon purchasing the product. Sales to
affiliates (Wholesale channel) and wholesale customers (B2B channel) which represent a total of
19.9% of the company's revenues as at 28 February 2017, require the company to use strategies and
instruments to reduce this risk. The Company has in place processes for credit monitoring that
provide for obtaining bank guarantees to cover a significant amount of the turnover in existence
with customers, analyse the reliability of customers, the attribution of a credit line, control of
exposures through reporting with separate payment deadlines and average collection times. There
are no significant concentrations of risk. The other receivables are mainly receivables from the tax
authorities and public administrations, lease instalments paid early and advances paid for services
which therefore carry a limited credit risk.

The financial assets are recognized net of write-downs calculated based on counterparty default
risk. This is determined according to procedures that can involve both write-downs of individual
positions, if they are individually significant, and for which there is an objective condition of total
or partial non collectability, or on collective write-downs based on historical and statistical data.
Furthermore, the book value of the financial assets represents the Company’s maximum exposure to
credit risk.

3.2 Liquidity Risk

Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual obligations
consist of discharging financial liabilities within the deadlines that have been set. Liquidity risk
management is the management of incoming funds, guaranteeing a balance between cash inflows
and outflows and thereby minimizing the cost of financial management. This translates into
procuring financial resources sufficient to maintain the company's financial structure streamlined,
reducing that cost to the minimum level (in terms of financial expenses). Liquidity risk is limited

73
through:

- cash flows from operations: optimal management of incoming cash flows from normal
operations as compared to cash outflows;

- usage of short-term loans (hot money);

- usage of committed credit lines: these are credit lines that pools of banks commit to having
available for the Company until maturity;

- usage of non-committed financial assets only for funding purposes;

- usage of medium/long-term loans able to maintain the Company's ordinary and other
operations; the usage of this type of resource requires constant monitoring of expirations of
financial debts as well as contingent market terms and conditions.

The liquidity risk consists of the possible difficulty of obtaining financial resources at an acceptable
cost in order to conduct normal operating activities. The factors that influence liquidity risk refer
both to resources that are generated or absorbed by current operations as well as to those that are
generated or absorbed by investments and financing, the latter referring to repayment schedules or
accessing short and long-term financial loans and the availability of funds in the financial market.

The financial structure in its entirety is constantly monitored by the Company to ensure coverage of
its liquidity needs. Below is the Company's financial structure by deadline for the years and at 28
February 2017 and 29 February 2016:

(Amounts in euro thousand)


Balance as at 28 Over
Within 12M Between 12M and 60M Total
February 2017 60M
Financial liabilities 31,780 5,984 25,796 - 31,780
Other financial liabilities 6,845 2,418 4,427 - 6,845
Shareholder loan - - - - -
Total 38,625 8,402 30,223 - 38,625

(Amounts in euro thousand)


Balance as at 29 Between 12M and
Within 12M Over 60M Total
February 2016 60M

Financial liabilities 34,984 3,204 31,780 - 34,984


Other financial liabilities 5,950 1,471 4,479 - 5,950
Shareholder loan 20,442 998 19,444 - 20,442
Total 61,376 5,673 55,703 - 61,376

3.3 Market Risk

3.3.1 Interest rate risk

The Company uses external financial resources in the form of debt and available liquidity from
bank deposits. Changes in the market interest rate levels influence the cost and return of various

74
forms of financing and usage, thereby affecting the level of the Company's financial income and
expenses.

To address these risks, the Company has stipulated with a pool of banks derivative contracts
consisting of interest rate swaps (IRS) in order to mitigate the potential effect of changes in the
interest rates on the economic result, with economically acceptable terms and conditions.

The interest rate swaps in existence as at 29 February 2016 had expired by 28 February 2017 and
were stipulated following the conclusion of a loan contract with a pool of banks, led by Banca IMI
S.p.A.. On 2 December 2013, when the Euro term and revolving facility agreement was stipulated
(the "Loan contract"), the interest rate swaps connected to the loan previously existing were repaid
upon stipulation of the Loan Contract.

(amounts in euro
Nominal amount as at Fair value as at
thousand)
Agreement Maturity 28 February 29 February 28 February 29 February
Derivative contracts
date date 2017 2016 2017 2016
Interest Rate Swaps
25-feb-14 28/02/2017 - 11,337 - (103)
(IRS)

On the approval date of the financial statements there were no new hedging transactions or
renegotiation of already existing hedges.

The interest rate swaps which satisfy the requirements of IAS 39, are recognized using the hedge
accounting method. The amount recognized in equity under the cash flow hedge reserve is equal to
zero as at 28 February 2017 and Euro 74 thousand (negative) as at 29 February 2016.

Sensitivity Analysis

The exposure to interest rate risk was measured by means of a sensitivity analysis that indicates the
effects on the income statement and on equity arising from a hypothetical increase or decrease of 50
bp in market rates compared to the forward rates assumed at 28 February 2017 and 29 February
2016.

Effect of changes on financial expenses - income statement

To address the risk of changes in interest rates, the Company has stipulated with a pool of banks
derivative contracts consisting of interest rate swaps in order to mitigate, under economically
acceptable terms and conditions, the potential effect of changes in the interest rates on the economic
result. A change in the interest rates, from a hypothetical increase or decrease of 50 bp in market
rates, would have resulted in an effect on financial expenses for 2016 and 2017 as follows below.

(amounts in euro thousand) - 50 bp + 50 bp

As at 28 February 2017 31 (31)


As at 29 February 2016 42 (42)

Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower profit and a decrease in equity.

We note that the sensitivity analysis arising from a hypothetical increase or decrease of 50 bp in
market rates, takes into account the hedges established by the Company.

75
We note that for the purposes of this analysis, no hypothesis has been made relative to the effect of
the amortized cost.

Effect of a change in the cash flow hedge- shareholders' equity reserve

The impact on the fair value of IRS derivatives arising from a hypothetical change in interest rates
is summarized in the table below.

(amounts in euro thousand) - 50 bp + 50 bp

Sensitivity analysis as at 28 February 2017 0 0


Sensitivity analysis as at 29 February 2016 (2) 6

3.3.2 Currency Risk

The company is exposed to currency risk, which is the risk connected to fluctuations in the
exchange rate of two currencies, mainly due to importation of merchandise. This risk is considered
irrelevant for the Company since the volume of the transactions in a foreign currency is not
significant; in any case the Company covers the estimated exposure to currency rate fluctuations
related to the main transactions anticipated in the short term concerning merchandise imports which
require payment to suppliers in United States dollars, using forward contracts for United States
dollars. The fair value of the forward instruments in existence as at 28 February 2017 is positive at
Euro 46 thousand. The effects of these derivative financial instruments used for hedging purposes
were recognized in the income statement, as they do not comply with all the requirements set forth
in IAS 39 for hedge accounting.

Sensitivity Analysis

Exposure to credit risk was measured by means of a sensitivity analysis that indicates the effects on
the income statement and shareholders' equity from a hypothetical appreciation (depreciation) of the
Euro on the United States dollar.

This analysis assumes that all other variables, interest rates in particular, are unchanged and does
not consider the effects of sales and purchases.

A change in the currency rates, from a hypothetical change in market rates which respectively
discounts appreciation and depreciation of 50 BPS, would have resulted in an effect on financial
expenses as shown below.

(amounts in euro thousand) Profits/(losses) for the year ended 28 February 2017

appreciation depreciation

USD (5% change) (68) 75

3.4 Fair value estimates

The fair value of financial instruments quoted in an active market is based on market prices at the
reporting date. The fair value of financial instruments that are not quoted in an active market is
76
determined using valuation techniques based on methods and assumptions tied to market conditions
at the reporting date.

The classification of the fair value of financial instruments based on the following hierarchical
levels is set out below:

- Level 1: fair value determined using quoted prices (unadjusted) in active markets for identical
financial instruments;

- Level 2: fair value determined using valuation techniques and inputs observable on active markets;

- Level 3: fair value determined using valuation techniques and unobservable market inputs.

Financial instruments presented at fair value are classified at Level 2 and the general criterion used
to calculate it is the present value of the estimated future cash flows of the instrument being valued.

Liabilities for bank debt are measured at amortized cost. Trade receivables and payables are
recognized at their carrying amount, net of the allowance for impairment, as this is deemed to
approximate their present value.

The following table shows a breakdown of financial assets and liabilities by category at 28 February
2017 and 29 February 2016:

(amounts in euro thousand) Year ended 28 February 2017


Fair value of
Loans and Other
hedging Total
receivables liabilities
instruments
Financial assets not designated at fair value
Cash and cash equivalents 36,666 - - 36,666
Trade receivables 35,203 - - 35,203
Other assets 15,968 - - 15,968
Financial assets designated at fair value
Other assets 53 53
Financial liabilities not designated at fair value
Financial liabilities - - 31,780 31,780
Trade payables - - 334,546 334,546
Other liabilities - - 140,348 140,348
Other financial liabilities - - 6,838 6,838
Financial liabilities designated at fair value
Other financial liabilities - 7 7

(amounts in euro thousand) Year ended 29 February 2016


Fair value of
Loans and
hedging Other liabilities Total
receivables
instruments
Financial assets not designated at fair value

77
Cash and cash equivalents 35,441 - - 35,441
Trade receivables 35,354 - - 35,354
Other assets 15,935 - - 15,935
Financial liabilities not designated at fair value
Financial liabilities - - 34,984 34,984
Trade payables - - 333,372 333,372
Shareholder funding - - 20,442 20,442
Other liabilities - - 113,205 113,205
Other financial liabilities - - 5,847 5,847
Financial liabilities designated at fair value
Other financial liabilities - 103 - 103

4 INFORMATION ON OPERATING SEGMENTS

Management has identified just one operating segment, which is the entire company and covers all
the services and products provided to customers. Management’s view of the company as an
omnichannel business means that the company has identified a single strategic business unit
(SGBU). Management has also identified three cashgenerating units (CGUs) inside the SBU to
which goodwill has been allocated. This approach is supported by the control model of the
management’s operations that considers the entire business, regardless of the product lines or
geographical location, which are not considered significant by management when taking decisions.

The operating segment’s results are measured by analysing trends of revenue and gross operating
profit or loss.

(in thousands of Euro and as a percentage of revenues) Year ended


28 February 2017 29 February 2016
Revenue 1,660,495 1,557,210
Gross operating profit 38,084 42,750
% of revenue 2.3% 2.7%
Amortization, depreciation and impairment losses (17,958) (18,720)
Operating profit 20,126 24,030
Financial income 358 286
Financial expenses (6,222) (7,175)
Pre-tax profit (loss) 14,262 17,141
Income taxes (2,675) (6,499)
Profit (loss) for the year 11,587 10,642

The effect of the gross operating profit on revenue has decreased from 2.7% in the year ended 29
February 2016 to 2.3% in the year ended 28 February 2017. The drop is mainly due to the costs
incurred by the Company for the listing of the company's shares on Mercato Telematico Azionario
– STAR Segment of Borsa Italiana S.p.A..

The table below contains a breakdown of revenue by product category and service offered:

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016

78
Grey 798,791 732,781
White 421,929 404,698
Brown 301,370 292,992
Other 79,855 72,055
Services 58,550 54,684
Total 1,660,495 1,557,210

The table below contains a breakdown of the revenues per geographical area:

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016
Other countries 7,000 15,710
Italy 1,653,495 1,541,500
Total 1,660,495 1,557,210

Revenue is allocated on the basis of whether the invoices are issued to Italian or foreign customers.

The company does not have non-current assets in countries where it does not have offices.

5 NOTES TO THE INDIVIDUAL FINANCIAL STATEMENT CAPTIONS

5.1 Plant, machinery, equipment and other assets

Below is the balance of the item "Plant, machinery, equipment and other assets" by category as at
28 February 2017 and 29 February 2016:

(amounts in euro thousand) Amounts as at 28 February 2017 Amounts as at 29 February 2016

Accum. Net book Historical Accum. Net book


Historical cost
depreciation value cost depreciation value

Plant and machinery 107,488 (81,711) 25,777 97,951 (76,060) 21,891


Equipment 17,085 (13,622) 3,463 16,557 (12,952) 3,605
Other assets 147,436 (120,766) 26,670 136,460 (113,250) 23,210
Tangible assets under construction 4,912 - 4,912 2,817 - 2,817
Total plant, machinery,
276,921 (216,099) 60,822 253,785 (202,262) 51,523
equipment and other assets

Below is the balance of the item "Plant, machinery, equipment and other assets" by category as at
28 February 2015 and 28 February 2017:
(Amounts in euro thousand) Tangible
assets under
Plant and Other construction
Equipment Total
machinery assets and
payments on
account
Balance as at 28 February 2015 7,996 2,231 7,657 705 18,589

79
Increases 13,091 447 10,805 2,462 26,805
Contribution from merger 7,220 1,897 12,660 1,987 23,764
Decreases (181) (344) (105) (2,337) (2,967)
(Depreciation and impairment losses)/Reversals of -
impairment losses (6,344) (950) (7,911) (15,205)
Decrease Acc. depreciation 109 324 104 - 537
Balance as at 29 February 2016 21,891 3,605 23,210 2,817 51,523
Increases 9,588 718 11,078 4,451 25,835
Decreases (13) (181) (81) (2,356) (2,631)
(Depreciation and impairment losses)/Reversals of
-
impairment losses (5,702) (843) (7,605) (14,150)
Decrease Acc. depreciation 13 164 68 - 245
Balance as at 28 February 2017 25,777 3,463 26,670 4,912 60,822

In the year ended 28 February 2017, the Company made investments net of decreases in the
category "Assets under construction" of €23,479 thousand.

In particular, the investments were mainly: (i) interventions for restructuring of selected points of
sale costing €9,271 thousand through the restyling of the layouts and reduction of the sales surface
area; (ii) investments for the opening of new points of sale in new consumer areas considered to be
strategic or in areas which were not sufficiently covered by the current portfolio of shops costing
€3,300 thousand; (iii) investments in relocating points of sale existing in consumer areas considered
to be more strategic costing €3,198 thousand (iv) energy efficiency projects and other minor
maintenance interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing €1,858 thousand and (v) investments in servers and printers and other tangible
infrastructures costing €5,852 thousand.

The new financial leases are equal to €3,440 thousand and of these €1,261 thousand referred to
electronic machines and €2,179 thousand to furniture and furnishings.

The item "Amortization and write-downs (write backs)" of €14,150 thousand includes €13,312
thousand in depreciation and €838 thousand of write-downs and write backs. The write-downs are
mainly referred to shops for which onerous leases were identified while the write backs refer to
points of sale with a significant improvement in their economic results, so that the lease was no
longer considered onerous for which previously written down assets were written back. The item
also includes write-downs of assets existing at the Oderzo (TV) point of sale following a fire that
took place on 25 February 2017.

For the year ended 29 February 2016, the increases totalled €26,805 thousand.

The increases for the "plant and machinery" category were €13,091 thousand mainly related to
electrical installations totalling €5,966 thousand, air conditioning installations totalling €3,271
thousand in relation to the energy efficiency project which had already started in the year ended 28
February 2015, anti-theft installations totalling €2,786 thousand and fire prevention installations
totalling €299 thousand for the point of sales that were opened, relocated or restructured during the
year.

During the year the investments for the “Equipment” category totalled €447 thousand, mainly for
new signs.
80
The increases of the “Other assets” category totalled €10,805 thousand, of which €5,889 thousand
were for furniture, €2,257 thousand for electronic office machinery and €1,060 thousand for
improvements to leaseholds.

The increase in the “Tangible assets under construction” were €2,462 thousand, mainly used for
restructuring of one point of sale (€2,054 thousand) , anti-theft and electric installations for
restructuring under way at other points of sale totalling €119 thousand and new servers which have
not yet been installed which cost €26 thousand.

The item " Amortization and write-downs/ (write backs)" of €15,205 thousand includes €13,345
thousand in depreciation and €2,110 thousand of write-downs and write backs of €250 thousand.
The write-downs are mainly referred to shops for which onerous leases were identified while the
write backs refer to points of sale with a significant improvement in their economic results, so that
the lease was no longer considered onerous for which previously written down to assets were
written back.

The item “Plant, machinery, equipment and other assets” includes assets held under financial leases
consisting mainly of furnishings, energy saving lighting installations, air conditioning installations,
servers, computers and printers. These assets are guaranteed by the lessor until the residual amount
due is fully paid. For further details on the amount of the debts to the leasing company, see note
5.14 “Other financial liabilities.”

5.2 Goodwill

Below is a breakdown of the item "Goodwill" as at 28 February 2017 and as at 29 February 2016:

(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016

Goodwill 151,396 151,396

Total Goodwill 151,396 151,396

The change in the "Goodwill" item for the period from 28 February 2015 to 28 February 2017 is
broken down below:

(Amounts in euro thousand) Goodwill

Balance as at 28 February 2015 118,603

Contribution from merger 32,599

Acquisitions 194

Write-downs -

Balance as at 29 February 2016 151,396

Acquisitions -

81
Write-downs -

Balance as at 28 February 2017 151,396

The value of goodwill did not change during the year ended 28 February 2017.

The value of goodwill as at 28 February 2015, equal to €118,603 thousand, referred to the
acquisitions of business units and mergers that took place in previous years arising mainly (i) for
€94,993 thousand from the merger by incorporation of Marco Polo S.r.l. into Marco Polo Holding
S.r.l. and the simultaneous reserve merger of Marco Polo Holding S.r.l. into the Company, which
took place in 2006, (ii) for €9,925 thousand from the mergers by incorporation of Rialto 1 S.r.l. and
Rialto 2 S.r.l., which took place in 2010; (iii) for €8,603 thousand from the merger of Marco Polo
Retail S.r.l. into the Company which took place in 2009, and (iv) for €5,082 from other minor
business unit mergers and acquisitions.

The changes in the year ended 29 February 2016 refer to: (i) the contribution from the merger by
incorporation of the former Unieuro which took place on 26 February 2016 as already illustrated in
Note 2 which should be referred to. The contribution of €32,599 thousand is mainly composed of
the allocation of the deficit generated by the incorporation transactions involving the former
Unieuro S.p.A., Unieuro Campania S.r.l. and Trony Pordenone S.r.l., into Brunello S.p.A. (later
renamed Unieuro S.r.l.) made by the former Unieuro in the business year ending 30 April 2004, and
(ii) of €194 thousand, on the adjustment of the price calculated in relation to the acquisition of the
business unit Dixons Travel, which was concluded on 11 February 2015 and paid for on 10
September 2015. The business unit is composed of 8 retail stores, including 5 at Rome Fiumicino
Airport, 2 at Milan Malpensa and 1 at Milan Linate, which sell electronic products and accessories.

5.2.1 Impairment test

Based on the provisions of international accounting standard IAS 36, the Company should carry out
a check, at least once a year, to ensure the recoverability of the value of the goodwill through an
impairment test, comparing the carrying amount of the Cash Generating Units (“CGU”) to which
the goodwill is allocated with the recoverable value. The value in use has consistently been adopted
as the recoverable value in relation to market volatility and the difficulty of collecting information
related to determining fair value.

The goodwill impairment test prepared by the Company for each CGU was approved by the
Company's Board of Directors on 10 May 2017.

IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash flows. The
financial flows resulting from the CGUs identified should be independent of one another, because a
single Unit must be able to be autonomous in the realisation of incoming cash flows, but all the
assets within the Unit should be interdependent. Pursuant to IAS 36 the correlation that exists
between the goodwill acquired during the business combination and the CGUs takes shape. In
effect, at the time of the acquisition of the goodwill, it must be allocated to the CGU or the CGUs
which are expected to benefit the most from the synergies of the combination. In this sense, the
decisions linked to the definition of these synergies strongly depend on the Company's strategic
organisation models, the commercial purchase and sales decisions which, specifically, disregard the
number of sales points which do not enjoy decision-making autonomy.

82
The operating sector identified by the Company into which all the services and products supplied to
the customer converge coincides with the entire Company. The Company's corporate vision as a
single omnichannel business ensures that the Company has identified a single Strategic Business
Unit (SBU). Within the SBU the Company has identified three CGUs to which the goodwill was
allocated. This approach is supported by the operating control model by the corporate management
which considers the entire activity uniformly, disregarding the product lines or geographic locations
whose division is not considered significant for the purpose of taking corporate decisions.

The Company identified three CGUs to which the goodwill was allocated:

- Retail;

- Wholesale;

- B2B

The three units benefit from shared resources, like administration, back office and logistics, but
each of them features a different expected growth, with different risks and opportunities and with
specific features which cannot be provided in the other CGUs.

The Retail CGU relates to all financial flows coming from the Retail, Online and Travel distribution
channels. The Online and Travel channels are included in the Retail CGU because the website uses
the sales points for the delivery of goods and also often for the supply of products to customers,
while the Travel channel includes sales points located at the main public transport hubs.

The Wholesale CGU relates to the distribution channel at affiliated sales points (shops that are not
owned, but which use the “Unieuro” or “Unieuro City” brand).

The B2B CGU relates to the wholesale supply of products under the scope of the business-to-
business channel.

The allocation of goodwill to the three CGUs took place in line with the specific activity of the
individual CGU in order to include the best exploitation of internal and external synergies in the
business model used. The allocation took place based on the relative fair values as at 28 February
2014. As described previously, the Company opted for identifying the value in use to determine the
recoverable fair value. The value in use is calculated through an estimate of the current value of the
future financial flows that the CGUs could generate.

The source of the data on which the assumptions are made for determining the financial flows are
the final balances and the business plans.

The Business Plan used for the impairment test referring to the financial year ending 28 February
2017, was prepared with regard to the period 1 December 2016 – 28 February 2022 and was
approved by the Board of Directors on 12 December 2016. The Business Plan underlying the
impairment test was prepared taking into account recent business performance. Specifically, the
budget for the year ending 28 February 2018 was defined and, as a result, the financial data until 28
February 2022 was updated.

The reference market growth estimates included in the business plan used for the impairment test at
28 February 2017 are based, among other things, on external sources and on the analyses conducted
83
by the Company with the support of a leading consulting firm. In this regard note that based on the
market sources used by the Company, the Italian market of traditional consumer electronics
channels (i.e. excluding internet channels) was estimated as slightly down in the period 1 January
2016 – 31 December 2021, while the Online channel is expected to grow.

In spite of the claims in the market sources the performance of traditional consumer electronics
channels is estimated as slightly negative, with growth only forecast for the Online channel. The
business plans use a positive growth rate for the impairment tests, higher and challenging compared
with the reference market growth forecast. The Company actually registered record positive
performances and its growth is not, in the opinion of the Company Directors, directly related to
market trends. The Company therefore anticipates continuing to maintain positive performances in
the future irrespective of the performance of the reference market. Specifically, the Company
projects growth, in line with its strategy, thanks to its ability to increase its customer base, promote
and foster complementary services and increase its market penetration compared with competitors.

Also note that, in previous financial years the Company largely reached the targets which were
approved during the preparation of the plans underlying the impairment test.

Taking the above into account, the main assumptions underlying the anticipated cash flow
projections involve the:

(i) CGU Retail: sales are taken as growing over the reference time frame;

(ii) CGU Wholesale: growing sales as a result of the development of the assets of existing
affiliates and the acquisition of new affiliates;

(iii) CGU B2B: sales constant during the reference time frame.

The evaluation assumptions used for determining the recoverable value are based on the above-
mentioned business plans and on several main hypotheses:

- the explicit period to be adopted for the business plan is 5 years;

- terminal value: actualisation of the latest plan explicit estimate period. It should be stressed
that a long-term growth rate "g" equal to 0% was envisaged because the result that the
company will manage to achieve in the last financial year of the business plan was
considered stable over a period of time;

- the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) for the CGUs analysed is 11.31%.

The discount rate (or actualisation rate) applied is the rate which reflects the current evaluations of
the market, the time value of money and the specific risks of the asset. For the purpose of
calculating the discount rate there must be consistency between the parameters used and the
reference market of the Company and consistency between the Company's operating activities and
incoming flows. All the parameters used for calculating the actualisation rate should be used in the
corporate context, so that it expresses "normal" conditions over a medium-/long-term time span.

The estimation procedure adopted for defining the parameters determining the WACC is reported
below:
84
- Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average (compared
with the reference date) of the returns of the ten-year government bonds (BTP) issued by the
Italian government. The adoption of the average figure makes it possible to compensate for
possible short-term distorting dynamics.
- Equity risk premium (rm – rf) – The equity risk premium, which represents the yield spread
(historical and long-term) between equity securities and debt securities on financial markets,
was determined with reference to the Italian market.
- Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and that of the
overall market, was calculated on the basis of a panel of listed companies operating mainly
or exclusively in the sale of consumer electronics, through a combination of sales channels
(in store and online sales, in the majority of cases alongside wholesale and/or business-to-
business sales).
- Specific risk premium () - An additional premium was applied in order to take into account
potential risks relating to the implementation of the corporate strategy in the reference
market context also taking into consideration the size of the Company compared with
comparable businesses identified.
- Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as equal to
the average 6-month 10-year Euro Swap Rate (compared with the reference date), plus a
spread. The corporate tax rate in force in Italy (IRES) was adopted as the tax rate (t).
- Financial structure - A debt/equity ratio calculated based on the average figure expressed at
the reference date by the panel of comparable companies selected was adopted.
There were no differences in calculating these parameters between the external sources used and the
value used for the purpose of the test.

The Company has a well-established history of operating on the market and, to date, there has been
no evidence of anything that would suggest an interruption to activities in the medium-/long-term.
Based on these considerations it is reasonable to assume the business is a going concern in
perpetuity.

The operating cash flow used for the purpose of calculating the terminal value was calculated on the
basis of the following main assumptions:

- EBITDA - During the estimation of the terminal value, an amount of revenues equal to the
level projected for the last year of the plan was considered. For the purpose of estimating
sustainable EBITDA in the medium-/long-term the EBITDA margin equal to the average
figure in the plan was applied to the revenues identified in order to reflect the competitive
dynamics featured in the reference sector. For the Company overall, this latter figure is
located within the current range expressed by the estimates of the analysts relating to the
panel of comparable companies used to determining the WACC.
- Investments in fixed assets and amortisation and depreciation - Annual investments were
estimated as equal to investments in fixed assets projected for the last year of the plan.
Annual amortisation and depreciation were in line with these investments, assuming that the
investments were mainly maintenance and/or replacements.

85
- Net working capital and Funds - In line with the theory of growth in perpetuity at a g rate
equal to 0%, there were no theories of variations in the items that make up NWC and the
other funds in the long-term.
Below is a summary table containing the basic assumptions (WACC and g) and the percentage
value attributed to the terminal value compared with the recoverable value of the Company's three
CGUs relating to the analyses of the impairment tests conducted with reference to 28 February
2017.

as at 28 February 2017 WACC g Terminal Value (TV) Recoverable Amount (RA) % TV over RA
(Amounts in euro million)
CGU Retail 11.31% 0.0% 173.5 303.6 57.1%
CGU Wholesale 11.31% 0.0% 41.9 67.4 62.2%
CGU B2B 11.31% 0.0% 17.6 22.4 78.6%

The results of the impairment tests as at 28 February 2017 are given below:

as at 28 February 2017 Carrying Amount (CA) Recoverable Amount (RA) RA compared with CA
(Amounts in euro million)
CGU Retail EUR/mln 56.8 303.6 246.8
CGU Wholesale EUR/mln 6.3 67.4 61.1
CGU B2B EUR/mln (7.4) 22.4 29.8

Based on the estimates made there was no need to adjust the value of the goodwill recorded.

Note that the carrying amount of the CGU B2B as at 28 February 2017 was negative as a result of
the negative net working capital allocated to the CGU B2B.

The carrying amount does not include entries of a financial nature. Assets and liabilities for deferred
taxes are also excluded because the theoretical tax rate was used for the purpose of estimating taxes
when calculating the cash flows.

As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the recoverable
value of the goodwill as the main parameters used, such as the change in the percentage of
EBITDA, WACC and the growth rate, vary.

The results are given below in terms of the difference between the recoverable amount and the
carrying amount for the CGUs subject to impairment tests as at 28 February 2017, the sensitivity
analysis conducted assuming a percentage reduction in EBITDA, in the years of the explicit
forecast and in the terminal value, up to a maximum of -20%:

as at 28 February 2017 Terminal plan EBITDA


(Amounts in euro million)
Sensitivity Difference RA vs CA 0.0 (5.0%) (10.0%) (15.0%) (20.0%)
CGU Retail 246.8 225.6 204.3 183.1 161.8
CGU Wholesale 61.1 57.6 54.0 50.4 46.9
CGU B2B 29.8 28.2 26.7 25.1 23.6

86
Below is the breakdown of the stress test which identifies the values for the following parameters:
(i) EBITDA (gross operating profit, percentage change over the years of the plan and in the terminal
value), (ii) g and (iii) WACC sensitized separately compared with the basic scenario, the differential
between the recoverable value and the carrying amount is, all things being equal, zero.

Parameter / CGU Retail Wholesale B2B

% change in EBITDA (Plan and TV) (58.1%) (85.9%) (96.3%)


g factor n.a.(1) n.a. (1) n.a. (1)
WACC 56.3% 87.2% n.a. (1)
(1) For some of the parameters selected, taking into consideration the configuration of the cash flows on which the calculation of the
recoverable amount and/or the value of the carrying amount was based, there is no reasonable value identified for the parameter for which
the recalculated sum for the recoverable amount corresponds to the respective value of the carrying amount.

Lastly, the Company has developed another analysis simulating the impacts on the recoverable
amount of the CGU Retail in the event of excluding the planned opening of new directly operated
stores over the span of the business plan. The results of the analysis conducted are given below:

as at 28 February 2017 Carrying Recoverable Amount RA compared with CA


(Amounts in euro million) Amount (CA) (RA)
CGU Retail EUR/mln 56.8 276.3 219.5

It should be pointed out that the parameters and information used for verifying the recoverability of
the goodwill are affected by the macroeconomic, market and regulatory situation, and by the
subjectivity of several projections of future events which may not necessarily take place, or which
could take place differently from how they were projected, and therefore unforeseen changes could
occur. Unfavourable and unpredictable changes to the parameters used for the impairment test
could, in future, result in the need to write-down the goodwill with consequences to the results and
the operating results, financial position and cash flows of the Company.

5.3 Intangible assets with a finite useful life

The balance of the item "Intangible assets with a finite useful life" is given below, broken down by
category as at 28 February 2017 and as at 29 February 2016:

(amounts in euro thousand) Year ended


28 February 2017 29 February 2016

Historical Accumulated Net Carrying Historical Accumulated Net Carrying


Cost Depreciation Amount Cost Depreciation Amount

Software 40,599 (31,540) 9,059 37,092 (28,419) 8,673


Concessions, licences and
7,407 (5,751) 1,656 7,404 (5,064) 2,340
trademarks
Assets under development 1,093 - 1,093 184 - 184
Total intangible assets with a
49,099 (37,291) 11,808 44,680 (33,483) 11,197
finite useful life

The change in the item "Intangible assets with a finite useful life" for the period from 28 February
2016 to 28 February 2017 is given below:

87
(Amounts in euro thousand) Intangible
Concessions,
fixed assets
Software licences and Total
under
brands
construction
Balance as at 28 February 2015 5,577 2,790 75 8,442
Increases 3,053 3 71 3,127
Contribution from merger 3,097 8 141 3,246
Decreases - - (103) (103)
(Amortization and impairment losses)/Reversals of impairment (3,054) (461) - (3,515)
losses
Decrease Acc. amortization - - - -
Balance as at 29 February 2016 8,673 2,340 184 11,197
Increases 3,507 3 909 4,419
Decreases - - - -
(Amortization and impairment losses)/Reversals of impairment (3,121) (687) - (3,808)
losses
Decrease Acc. amortization - - - -

Balance as at 28 February 2017 9,059 1,656 1,093 11,808

With regard to the financial year ended 28 February 2017, increases total €4,419 thousand and
relate to the "Software" category for €3,507 thousand, to the "Concessions, licences and brands"
category for €3 thousand and to the "Intangible fixed assets under construction" category for €909
thousand.

Investments relating to the "Software" category are mainly due to new software and licences, and
costs incurred for the development and updating of the www.unieuro.it website for €3,507
thousand. Increases in fixed assets under construction relate to the implementation of new software.

With regard to the financial year ended 29 February 2016, investments totalled €3,127 thousand and
refer mainly to the "Software" category.

These increases are mainly composed of the costs incurred for the development of the
www.unieuro.it website and for the adoption of new software intended for the logistics sector.

On 2 December 2013 the Company and the former Unieuro registered a pledge in favour of Banca
IMI S.p.A., UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano
S.c.a.r.l. and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A., on the
intellectual property rights. The pledge will extend to any renewal of the registration or patenting of
intellectual property rights as long as all secured creditors are fully satisfied. Secured creditors shall
have the right to exercise their special privilege when one of the causes of enforcement set out in
Article 24 "Acceleration Event" of the Loan Agreement is verified. Note that at the date of these
financial statements and until the date of approval none of the causes of enforcement has been
verified.

5.4 Deferred tax assets and deferred tax liabilities

The change in the item "Deferred tax assets" and the item "Deferred tax liabilities" for the period
from 28 February 2016 to 28 February 2017 is given below:

Deferred tax assets

88
(Amounts in euro thousand) Allowance
Deferred
for Total
Provision Net tax
impairment Other net
Obsolescence Tangible Intangible Capital for risks deferred assets
- current deferred
Provision assets assets Reserves and tax relating
amount due liabilities tax
charges assets to tax
from assets
losses
suppliers
Balance as at 28 February
167 670 462 - 98 767 9,936 12,100 - 12,100
2015
Contribution from merger 482 563 374 6,333 972 1,533 3,337 13,594 8,026 21,620
Accruals to/Releases of
308 23 12 (1,051) - (771) (3,130) (4,609) - (4,609)
provision to profit or loss
Accruals to/Releases of
provision to Comprehensive - - - - (199) - - (199) - (199)
Income Statement
Balance as at 29 February
957 1,256 848 5,282 871 1,529 10,143 20,886 8,026 28,912
2016
Contribution from merger - - - - - - - - -
Accruals to/Releases of
(119) 354 38 (546) - (403) (3,496) (4,172) 4,726 554
provision to profit or loss
Accruals to/Releases of
provision to Comprehensive - - - - (28) - - (28) - (28)
Income Statement
Balance as at 28 February
838 1,610 886 4,736 843 1,126 6,647 16,686 12,752 29,438
2017

The balance as at 28 February 2017, equal to €29,438 thousand, is mainly composed of: i) €16,686
thousand in temporary differences mainly due to goodwill, other current liabilities and the
obsolescence provision; ii) €12,752 in deferred tax assets recorded on tax losses. The change in the
item deferred tax assets recorded in the financial year is mainly related to:

- the release to the income statement of the deferred tax assets relating to other current
liabilities;

- the provision of €4,726 thousand in deferred tax assets relating to tax losses.

The balance as at 29 February 2016, equal to €28,912 thousand, is composed mainly of €10,143
thousand from deferred tax assets recorded in other current liabilities, composed of deferred income
for guarantee extension services, deferred tax assets recorded on tax losses of €8,026 thousand and
deferred tax assets recorded on goodwill of €5,282 thousand. The change in the item deferred tax
assets recorded in the last financial year is mainly related to:

- the contribution from the merger of €21,620 thousand mainly composed of deferred tax
assets recorded on tax losses of €8,026 thousand and deferred tax assets recorded on
goodwill of €6,333 thousand;

- the effect of the change in the rate that the Company expects will be applied in the financial
year in which these assets will realise €1,623 thousand; specifically, the provisions of Law
208 of 28 December 2015 the “2016 Stability Law 2016” were taken into account. It
required the Company to reduce the IRES rate from 27.5% to 24% with effect for tax
periods after 28 February 2017.

Note that the tax losses still available as at 28 February 2017 are equal to €408,940 thousand (tax
losses available as at 29 February 2016 stood at €417,895 thousand).

In calculating deferred tax assets, the following aspects were taken into consideration:

89
- the tax regulations of the country in which the Company operates and the impact on the
temporary differences, and any tax benefits resulting from the use of tax losses carried over
taking into consideration the years of possible use;

- the forecast of the Company's earnings in the medium and long-term.

On this basis the Company expects to generate future taxable earnings and, therefore, to be able,
with reasonable certainty, to recover the deferred tax assets recorded.

Deferred tax liabilities

(Amounts in euro thousand) Intangible assets Total net deferred taxes


Balance as at 28 February 2015 234 234
Contribution from merger - -
Accruals to/Releases of provision to profit or loss 35 35
Accruals to/Releases of provision to Comprehensive Income
- -
Statement
Balance as at 29 February 2016 269 269
Accruals to/Releases of provision to profit or loss 53 53
Accruals to/Releases of provision to Comprehensive Income
- -
Statement
Balance as at 28 February 2017 322 322

Deferred tax liabilities result mainly from goodwill with a different statutory value from the value
for tax purposes.

5.5 Other current assets and other non-current assets

Below is a breakdown of the items "Other current assets" and "Other non-current assets" as at 28
February 2017 and 29 February 2016:

(Amounts in euro thousand) Period ended

28 February 29 February
2017 2016

8,008 7,769
Accrual income
2,507 2,453
Tax credits
1,760 983
Other current assets
1,563 2,465
Accrued income
27 230
Advances to suppliers
13,865 13,900
Other current assets
1,605 1,577
Guarantee deposit
461 355
Deposits to suppliers
90 103
Other non-current assets
2,156 2,035
Other non-current assets
16,021 15,935
Total Other current assets and Other non-current assets

The item "Other current assets" mainly includes deferred charges with regard to rental and common
charges and the hire of road signs; accrued income refers to adjustments on common charges at
90
sales points. The increase in other current assets in the period ended 28 February 2017 compared
with the financial year ended 29 February 2016 is due mainly to the Credit from the Ministry of
Education, Universities and Research for the "Certificate of Professional Competence" equal to
€1,623 thousand. This certificate is an initiative of the Ministry of Education, Universities and
Research required by Law 107 of 13 July 2015, Article 1, paragraph 121, aimed at enabling
teachers to take advantage of a voucher worth €500 to purchase educational material for teaching
purposes.

Tax credits as at 28 February 2017 and 29 February 2016 refer, in the main, for €1,610 thousand to
the IRES credit for IRAP not deducted.

The item "Other non-current assets" includes deposit assets and deposits to suppliers.

5.6 Inventories

Warehouse inventories break down as follows:


(Amounts in euro thousand) Year ended
28 February 2017 29 February 2016
Goods 274,520 267,702
Consumables 801 671
Gross stock 275,321 268,373
Warehouse obsolescence fund (5,770) (4,000)
Total Inventories 269,551 264,373

The value of gross inventories went from €268,373 thousand as at 29 February 2016 to €275,321
thousand as at 28 February 2017, an increase of 2.5% in total gross inventories. The increase is
mainly due to the increase in volumes handled. The value of inventories is adjusted by the
warehouse obsolescence fund, up by €1,770 thousand following the prudential write-down of the
value of merchandise with possible obsolescence indicators.

The change in the obsolescence fund for the period from 28 February 2015 to 28 February 2017 is
broken down below:

Balance as at 28 February 2015 (2,134)


Accrual (74)
Contribution from merger (1,792)
Reclassifications -
Releases to Profit or loss -
Utilisation -
Balance as at 29 February 2016 (4,000)
Accrual (1,770)
Reclassifications -
Releases to Profit or loss -
Utilisation -
Balance as at 28 February 2017 (5,770)

In addition to the warehouse obsolescence fund, note that the value of inventories was reduced by a
91
direct write-down of €4,892 thousand as at 28 February 2018 and €3,083 thousand as at 29
February 2016, which reflects the loss in value of goods in cases where the cost is higher than the
likely realisable value and allows the warehouse value to be restored to the current market value.
The increase in the direct write-down is mainly due to the impairment of the stock at the Oderzo
(TV) sales point equal to €1,062 which took place following the fire which occurred on 25 February
2017. The obsolescence fund reflects the part of the impairment in excess of the direct write-down.
The total write-down of inventories in the change in inventories in the income statement therefore
was €6,665 thousand as at 28 February 2017 and €3,157 thousand as at 29 February 2016.

On 2 December 2013 the Company and the former Unieuro registered a special pledge in favour of
Banca IMI S.p.A., UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di
Milano S.c.a.r.l. and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A., on the
inventories for a maximum value of €128 million. Secured creditors shall have the right to exercise
their special privilege when one of the causes of enforcement set out in Article 24 "Acceleration
Event" of the Loan Agreement (as defined in note 5.11) is verified. Note that at the date of these
financial statements and until the date of approval none of the causes of enforcement has been
verified.

5.7 Trade receivables

Below is a breakdown of the item "Trade receivables" as at 28 February 2017 and as at 29 February
2016:
(Amounts in euro thousand) Year ended
28 February 2017 29 February 2016
Trade receivables from third-parties 37,238 37,478
Trade receivables from related-parties 244 228
Gross trade receivables 37,482 37,706
Bad debt provision (2,279) (2,352)
Total Trade receivables 35,203 35,354

The value of receivables, referring to the Wholesale and B2B channels, is essentially in line with
the previous year.

The change in the bad debt provision for the period from 28 February 2015 to 28 February 2017 is
broken down below:

(Amounts in euro thousand) Bad debt provision

Balance as at 28 February 2015 (1,517)


Accrual -
Contribution from merger (1,060)
Releases to profit or loss -
Utilization 225
Balance as at 29 February 2016 (2,352)
Accrual -
Contribution from merger -

92
Releases to profit or loss -
Utilization 73
Balance as at 28 February 2017 (2,279)

Doubtful debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or the
presence of existing insolvency proceedings, determine the deletion of the actual position. As
shown in the tables above, the bad debt provision stood at €2,279 thousand as at 28 February 2017
and €2,352 thousand as at 29 February 2016.

Credit risk is the exposure to risk of potential losses resulting from the failure of the counterparty to
comply with the obligations undertaken. Note, however, that for the periods under consideration
there are no significant concentrations of credit risk, especially taking into consideration the fact
that the majority of sales are paid for immediately by credit or debit card in the Retail, Travel and
Online channels, and in cash in the Retail and Travel channels. The Company has credit control
processes which include obtaining bank guarantees to cover a significant amount of the existing
turnover with customers, customer reliability analysis, the allocation of credit, and the control of the
exposure by reporting with the breakdown of the deadlines and average collection times.

Past due credit positions are, in any event, monitored by the administrative department through
periodic analysis of the main positions and for those for which there is an objective possibility of
partial or total irrecoverability, they are written-down.

It is felt that the carrying amount of trade receivables is close to the fair value.

No trade receivables are due after the financial year.

On 2 December 2013 the Company and the former Unieuro registered a special pledge in favour of
Banca IMI S.p.A., UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di
Milano S.c.a.r.l. and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A., on the
trade receivables. Secured creditors shall have the right to exercise their special privilege when one
of the causes of enforcement set out in Article 24 "Acceleration Event" of the Loan Agreement (as
defined in note 5.11) is verified. Note that at the date of these financial statements and until the date
of approval none of the causes of enforcement has been verified.

5.8 Current tax assets

Below is a breakdown of the item "Current tax assets" as at 28 February 2017 and as at 29 February
2016:

Current tax assets


(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016

IRAP 1,444 2,382


Other IRES 2,469 2,505
IRES 4,042 3,195
Total Current tax assets 7,955 8,082

93
As at 28 February 2017 IRES credits recorded of €4,042 thousand relate to receivables for tax
consolidation from the parent company Italian Electronics Holdings; these receivables, in addition
to the IRES credit transferred to the parent company, also include receivables for withholdings
incurred. The item also includes IRES credits which refer to previous financial years transferred
from the former Unieuro of €2,469 thousand, down €36 thousand compared with the previous
financial year.

Lastly, the item includes IRAP credits of €1,444, down compared with the previous year, as a result
of the compensatory payments that were made during the year.

Note that following the credit balances of the previous year, there were no tax payments on account
as at 28 February 2017.

5.9 Cash and cash equivalents

Below is a breakdown of the item "Cash and cash equivalents" as at 28 February 2017 and as at 29
February 2016:
(Amounts in euro thousand) Year ended
28 February 2017 29 February 2016
Bank accounts 28,951 32,610
Petty cash 7,715 2,831
Total cash and cash equivalents 36,666 35,441

Cash and cash equivalents stood at €36,666 thousand as at 28 February 2017 and €35,441 thousand
as at 29 February 2016.

The item comprises cash in hand, sight or short-term valuables and deposits at banks effectively
available and which can be readily used with the exception of an existing pledge on a current
account for €650 thousand relating to a guarantee given for the leasing of several sales points; this
pledge was released on 27 March 2017.

For further details regarding the dynamics that affected Cash and cash equivalents, please refer to
the Cash Flow Statement. On the other hand, for more details of the net financial position, please
refer to Note 5.11.

On 2 December 2013 the Company and the former Unieuro registered a pledge in favour of Banca
IMI S.p.A., UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano
S.c.a.r.l. and Monte dei Paschi di Siena Capital Service Banca per le Imprese S.p.A. on all sums
credited, from time to time, by the Company, to several current accounts specifically indicated in
the agreement with a balance, as at 28 February 2017, of zero. The pledge also includes remittances
made in future by third-parties into the current accounts and the credit for the return of the balance,
at any time, of the current accounts. Secured creditors shall have the right to exercise their pledge
when one of the causes of enforcement set out in Article 24 "Acceleration Event" of the Loan
Agreement (as defined in note 5.11) is verified. Note that at the date of these financial statements
and until the date of approval none of the causes of enforcement has been verified.

5.10 Shareholders’ equity

Details of the item "Shareholders' equity" and the breakdown of the reserves in the reference
94
periods are given below:
Reserve for
Cash Share-
actuarial Profit/(loss)
Share Legal Extraordinary flow based Other
(Amounts in euro thousand) Notes gains/(losses) carried Total equity
capital reserve reserve hedge payments reserves
on defined forward
reserve reserve
benefit plans
Balance as at 28 February
4,000 800 43,643 (113) (586) 676 6,144 (12,654) 41,910
2015
Profit (loss) for the year - - - - - - - 10,642 10,642
Other components of
comprehensive income - - - 39 485 - - - 524
(expenses)
Total comprehensive income
- - - 39 485 - - 10,642 11,166
(expense)
Contribution from merger (757) 175 51,855 (33,237) 18,036
Allocation of previous year’s
- - 4,818 - - - - (4,818) -
profit (loss)
Equity-settled share-based
- - - - - 2,321 - - 2,321
payment plans
Total owner transactions - - 4,818 - - 2,321 - (4,818) 2,321
Balance as at 29 February
4,000 800 48,461 (74) (858) 3,172 57,999 (40,067) 73,433
2016
Profit (loss) for the year - - - - - - - 11,587 11,587
Other components of
comprehensive income - - - 74 (1) - - - 73
(expenses)
Total comprehensive income
- - - 74 (1) - - 11,587 11,660
(expense)
Allocation of previous year’s
- - 10,642 - - - - (10,642) -
profit (loss)
Distribution of dividends - - (3,880) - - - - - (3,880)
Equity-settled share-based
- - - - - 3,766 - - 3,766
payment plans
Total owner transactions - - 6,762 - - 3,766 - (10,642) (114)
Balance as at 28 February
4,000 800 55,223 - (859) 6,938 57,999 (39,122) 84,979
2017

Shareholders' equity, equal to €84,979 thousand (€73,433 thousand as at 29 February 2016) rose
during the year as a result of: (i) the recording of a profit for the period of €11,587 thousand and
other items of the comprehensive income statement of €73 thousand; (ii) the distribution of an
extraordinary dividend of €3,880 thousand through the use of part of the extraordinary reserve, as
approved on 28 November 2016 by the Shareholders' Meeting and (iii) the recording in the reserve
for share-based payments of €3,766 thousand which refers to the Call Option Agreement reserved
for certain managers and employees.

The Share capital as at 28 February 2017 stood at €4,000 thousand, broken down into 20,000,000
shares. Pursuant to the resolution of the Extraordinary shareholders’ meeting held on 12 December
2016, the Company was transformed from a limited liability company to a joint stock company
(società per azioni) changing its name from “S.G.M. Distribuzione S.r.l.” to “Unieuro S.p.A.”. Also
note that on 4 April 2017, the parent company Italian Electronics Holdings placed 6,363,637 shares
on the Mercato Telematico Azionario – STAR Segment of Borsa Italiana worth €11 per share.

The Reserves are illustrated below:

- the legal reserve of €800 thousand as at 28 February 2017 (€800 thousand as at 29 February
2016), includes the financial provisions at a rate of 5% for each financial year; there were no
increases during the period in this reserve which reached the limit pursuant to Article 2430 of the
Civil Code and has maintained it until 28 February 2017;

- the extraordinary reserve of €55,223 thousand as at 28 February 2017 (€48,461 thousand as at 29


February 2016); this reserve increased during the period as a result of the allocation of the profit for
95
the previous year of €10,642 thousand and decreased following the distribution of dividends of
€3,880 thousand;

- the cash flow hedge reserve of €0 as at 28 February 2017 (-€74 thousand as at 29 February 2016);
this reserve was recorded to offset the mark to market of the hedging Interest Rate Swap
agreements, taken out as required by the Loan Agreement (as defined in Note 5.11). The positive
change of €74 thousand is due to the change in the fair value of the derivative contracts and their
maturity at 28 February 2017;

- the reserve for actuarial gains and losses on defined-benefit plans of -€859 thousand as at 28
February 2017 (-€858 thousand as at 29 February 2016); it fell by €1 thousand following the
actuarial valuation relating to severance pay;

- the reserve for share-based payments of €6,938 thousand as at 28 February 2017 (€3,172 thousand
as at 29 February 2016); this reserve includes the increase of €3,766 thousand offsetting the
personnel costs of the share-based payment plan (as described in Note 5.28).

Shareholders' equity was equal to €73,433 thousand as at 29 February 2016 (€41,910 thousand as at
28 February 2015). The increase for the year is mainly due to the joint effect of: (i) the contribution
of the merger of the former Unieuro for €18,036 thousand; (ii) the positive result for the year of
€10,642 thousand and (iii) the recording in the reserve for share-based payments of €2,321 thousand
referring to the Call Option Agreement reserved for certain managers and employees.

The Share capital as at 29 February 2016 stood at €4,000 thousand, broken down into 4,000,000
shares.

The Reserves are illustrated below:

- the legal reserve of €800 thousand as at 29 February 2016 (€800 thousand as at 28 February
2015), includes the financial provisions at a rate of 5% for each financial year; there were no
increases during the period in this reserve which reached the limit pursuant to Article 2430 of the
Civil Code and has maintained it until 29 February 2016;

- the extraordinary reserve of €48,461 thousand as at 29 February 2016 (€43,643 thousand as at 28


February 2015); this reserve increased during the period as a result of the allocation of the profit for
the previous year of €4,818 thousand;

- the cash flow hedge reserve of -€74 thousand as at 29 February 2016 (-€113 thousand as at 28
February 2015); this reserve was recorded to offset the mark to market of the hedging Interest Rate
Swap agreements, taken out as required by the Loan Agreement (as defined in Note 5.11). The
positive change of €39 thousand is due to the change in the fair value of the derivative contracts;

- the reserve for actuarial gains and losses on defined-benefit plans of -€859 thousand as at 29
February 2016 (-€858 thousand as at 28 February 2015); this reserve increased by €485 thousand
following the actuarial valuation relating to severance pay and decreased by €757 thousand
following the contribution from the merger of the former Unieuro;

- the reserve for share-based payments equal to €3172 thousand as at 29 February 2016 (€676
thousand as at 28 February 2015); the following flowed into this reserve: (i) the €2321 thousand
increase as the offsetting item for the personnel costs for the share-based payment plan known as
the Call Option Agreement and (ii) the €175 contribution from the merger of the former Unieuro.
96
During the years ended 28 February 2017 and 29 February 2016 there were no assets allocated to
specific businesses.

On 2 December 2013 Italian Electronics registered a pledge in favour of Banca IMI S.p.A.,
UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano S.c.a.r.l.
and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A., on the Company shares
that Italian Electronics Holdings owns. Secured creditors shall have the right to exercise their
special privilege when one of the causes of enforcement set out in Article 24 "Acceleration Event"
of the Loan Agreement (as defined in note 5.11) is verified. On 27 December 2016, the Company,
as set out in the Loan Agreement, sent the lending banks (Banca IMI S.p.A., Unicredit Corporate
Banking S.p.A. (now Unicredit S.p.A.), Banca Popolare di Milano S.p.A. and Monte dei Paschi di
Siena Capital Service, Banca per le Imprese S.p.A., ICCREA Banca Impresa S.p.A., Banca
Interprovinciale S.p.A. and Volksbank Banca Popolare dell’Alto Adige Soc. Coop.pa..,( the
“Lending Banks”), a proposal to amend the Loan Agreement aimed at bringing it into line with the
rules applicable to listed companies and market practices for financing transactions for listed
companies (the "Amendment Proposal"). This Amendment Proposal was accepted by the Lending
Banks on 27 January 2017. Specifically, the pledge in favour of the Lending Banks was released for
the shares placed on the Borsa Italiana Mercato Telematico Azionario. Note that at the date of these
financial statements and until the date of approval none of the causes of enforcement has been
verified.

Pursuant to Article 2424 of the Civil Code, information is provided on the origin, nature and
possibility of use of the Shareholders' Equity items:

(Amounts in euro thousand)


Use in the
Use in the previous previous 3
Possibilit Portion
Amount 3 financial years to financial years
Nature / Description y of Use Available
hedge losses for other
(*)
reasons

Capital 4,000 B 4,000


- -

Capital Reserves
Reserve pursuant to Law 121/87 75 A, B, C 75
- -
Share premium reserve 69 A, B, C 69
- -
Other reserve 57,855 A, B, C 57,855

Retained Earnings
Legal reserve 800 B 800
- -
Extraordinary reserve 55,223 A, B, C 55,223
- -
Reserve for actuarial gains/(losses) on defined benefit
(859) (859)
plans - -
Reserve for share-based payments 6,938 A, B 6,938
- -
Profit/(loss) carried forward (39,122) (39,122)
- -

Total 84,979 84,979


- -

97
Non-distributable portion 4,800
- -

Remaining distributable portion 89,779


- -

(*) A: for capital increase; B: to hedge losses; C: for distribution to shareholders

The item "Other reserves" includes the value of the reserves established during the transition to the
IFRS of the former Unieuro.

5.11 Financial liabilities

Below is a breakdown of the item current and non-current "Financial liabilities" as at 28 February
2017 and as at 29 February 2016:

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016
Current financial liabilities 5,984 3,204
Non-current financial liabilities 25,796 31,780
Total financial liabilities 31,780 34,984

Under the scope of the consolidation transaction which led to group reporting to the parent
company Venice Holdings S.r.l. graining control of the former Unieuro on 29 November 2013, a
loan agreement was signed with Banca IMI S.p.A., in the capacity of the lending bank and agent
bank, UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano
S.p.A. and Monte dei Paschi di Siena Capital Service Banca per le Imprese S.p.A., in the capacity
of the leading banks, on the one side, and the Company on the other side as the beneficiary
company. Later, on 19 September 2014, Banca IMI S.p.A sold part of its stake in the loans granted
to the Company to ICCREA Banca Impresa S.p.A., Banca Interprovinciale S.p.A. and Volksbank
Banca Popolare dell’Alto Adige Soc. Coop.pa..

Specifically, the Loan Agreement involves the granting of a medium-/long-term line of credit of
€28,300 thousand (divided into Loan A and Loan B) aimed at the repayment in December 2013 of
the debt that emerged during the gaining of control of the former Unieuro (the "Senior Loan"), a
revolving line of credit of €41,800 thousand (the "Revolving Line") and a line of credit linked to the
restructuring investments in the network of stores equal to €15,000 thousand (the "Capex Facility").

The interest on the loans agreed under the scope of the Loan Agreement is at floating rate,
calculated taking into consideration the Euribor plus a contractually-agreed spread.

At the same time as the provision of the loans, the parent company Italian Electronics S.r.l. agreed
contractual clauses (covenants) that give the lender the right to renegotiate or revoke the loan if the
events in this clause are verified. These clauses demand compliance (until the quarter ending 30
November 2016) with certain consolidated indices of Italian Electronics S.r.l. (now merged by
incorporation into Italian Electronics Holdings S.r.l.) which are summarised below:

- net interest cover ratio (defined as the ratio between EBITDA and adjusted net financial
expense, as defined in the Loan Agreement);

98
- fixed charge cover ratio (defined as the ratio between adjusted cash flows and adjusted debt
servicing, as defined in the Loan Agreement);

- leverage ratio (defined as the ratio between the net financial position and EBITDA, as
defined in the Loan Agreement);

- capital expenditure on stores (defined as the amount of investments in tangible and


intangible fixed assets at sales points, as defined in the Loan Agreement).

On 27 December 2016 the Company sent the Lending Banks a waiver request which included:

(i) a proposal to amend the Loan Agreement aimed at bringing the agreement into line with the
rules applicable to listed companies and market practices for financing transactions for listed
companies (the "Amendment Proposal"). This Amendment Proposal was accepted by the Lending
Banks on 27 January 2017. After the Lending Banks accept the Amendment Proposal, the Company
is no longer obliged to comply with the covenant for the fixed charge cover ratio, but the following
Financial Covenants calculated exclusively on its financial statements or, where available, its
consolidated financial statements:

- net interest cover ratio (defined as the ratio between EBITDA and adjusted net financial
expense, as defined in the Loan Agreement), to be calculated on a quarterly basis;

- leverage ratio (defined as the ratio between the net financial position and EBITDA, as
defined in the Loan Agreement) to be calculated on a quarterly basis;

- capital expenditure (defined as the amount of investments in tangible and intangible fixed
assets at sales points, as defined in the loan agreement), and specifically the capital
expenditure on stores (defined as the amount of investments in tangible and intangible fixed
assets at sales points, as defined in the loan agreement), to be calculated annually.

(ii) a request aimed at obtaining a new line of credit to be used for the acquisition/opening of new
stores of €50 million; at the time of these financial statements this request is still in the process of
being defined.

The Company verified the compliance with the financial covenants as at 28 February 2017 in the
light of the Loan Agreement as amended by the Amendment Proposal on the basis of the data from
the Company's financial statements for the year ended 28 February 2017.

As at 28 February 2017 and 29 February 2016 the covenants were calculated and complied with.
The table below summarises the contractual values and the results of the covenants as at 28
February 2017 and 29 February 2016:

28 February 2017 29 February 2016

Contractual Covenant Contractual Covenant


Description of covenants
value result value result

NET INTEREST COVER RATIO > 10.00 22.01 > 9.95 16.02
EBITDA/Net Financial Expense

99
FIXED CHARGE COVER RATIO n.a. n.a. > 1.00 2.95
Adjusted cash flows/Adjusted debt
LEVERAGE RATIO < 1.00 0.03 < 1.15 0.08
Net financial position/EBITDA
CAPITAL EXPENDITURE < 15.2 million 1.29 million < 15 million 1.32 million
Investments in tangible and intangible fixed assets

The Loan Agreement includes the Company's right of early repayment, in full or in part (in such a
case of minimum amounts equal to €1,000,000.00) and prior notification of the Agent Bank, of both
the Senior Loan and the Capex Facility. In addition, when certain circumstances and/or events are
verified, the Company is obliged to repay the Loan early. As at 28 February 2017 and until the date
these financial statements were prepared, no events occurred that could give rise to the early
repayment of the loan. Financial liabilities as at 28 February 2017 are illustrated below:

Original
(Amounts in euro thousand) Maturity Interest rate As at 28 February 2017
amount

of which of which non-


Total current current
portion portion

Short-term lines of credit (1) n.a. 47,500 1.30% - 7.0% - - -


Euribor
Revolving Credit Facility Dec-19 41,800 - - -
1m+spread
Current bank payables - - -
Euribor
Loan A Dec-19 15,000 6,000 3,000 3,000
6m+spread
Euribor
Loan B Dec-20 13,300 13,300 - 13,300
6m+spread
Euribor
Capex Facility Dec-19 15,000 14,250 3,750 10,500
6m+spread
Ancillary expenses on loans (2) (1,770) (766) (1,004)
Non-current bank payables and current part of non-current debt 31,780 5,984 25,796
Total 31,780 5,984 25,796
(1) The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2) The financial liabilities are recorded at the amortised cost using the effective interest method. The ancillary
expenses are therefore distributed over the term of the loan using the amortised cost criterion.

Original
(Amounts in euro thousand) Maturity Interest rate As at 29 February 2016
amount
of which of which
Total current non-current
portion portion
Short-term lines of credit (1) n.a. 47,500 13 13 -
Revolving Credit Facility Dec-19 41,800 Euribor 1m+spread - - -
Current bank payables 13 13 -
Loan A Dec-19 15,000 Euribor 6m+spread 9,375 3,375 6,000
Loan B Dec-20 13,300 Euribor 6m+spread 13,300 - 13,300
Capex Facility Dec-19 15,000 Euribor 6m+spread 15,000 750 14,250
Ancillary expenses on loans (2) (2,704) (934) (1,770)
Non-current bank payables and current part of non-current debt 34,971 3,191 31,780
Total 34,984 3,204 31,780
(1) The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2) The financial liabilities are recorded at the amortised cost using the effective interest method. The ancillary
expenses are therefore distributed over the term of the loan using the amortised cost criterion.

100
Financial liabilities as at 28 February 2017 totalled €31,780 thousand, a fall of €3,204 thousand
compared with 29 February 2016. This change is mainly due to the repayment of the capital shares
of Loan A and the Capex Facility Loan agreed under the scope of the Euro Term and Revolving
Facilities Agreement, respectively of €3,375 thousand and €750 thousand.

The Revolving Line was not used as at 28 February 2017.

The loans are evaluated using the amortised cost method based on the provisions of IAS 39 and
therefore their value is reduced by the ancillary expenses on the loans, equal to €1,770 thousand as
at 28 February 2017 (€2,704 thousand as at 29 February 2016).

The breakdown of the financial liabilities according to maturity is given below:

Year ended

(Amounts in euro thousand)


28 February 2017 29 February 2016

Within 1 year 5,984 3,204


From 1 to 5 years 25,796 31,780
More than 5 years - -
Total 31,780 34,984

Below is a breakdown of the net financial debt as at 28 February 2017 and as at 29 February 2016.
Note that the net financial debt is presented in accordance with the provisions of Consob
Communication 6064293 of 28 July 2006 and in conformity with the recommendations of
ESMA/2013/319.

(Amounts in euro thousand) as at 28 February 2017 as at 29 February 2016


of which with of which with
Ref
Related-Parties Related-Parties
(A) Cash 5.9 36,666 - 35,441 -
(B) Other cash - - - -
(C) Securities held for trading - - - -
(D) Liquidity (A)+(B)+(C) 36,666 - 35,441 -
- of which: pledged 650 - - -
(E) Current loans assets - - - -
(F) Current bank loans and borrowings 5.11 - - (13) -
(G) Current part of non-current financial debt 5.11 (5,984) - (3,191) -
(H) Other current loans and borrowings 5.12-5.14 (2,418) - (2,469) (998)
(I) Current financial debt (F)+(G)+(H) (8,402) - (5,673) (998)
- of which: secured (6,750) - (4,125) -
- of which: unsecured (1,652) - (1,548) -
(J) Net current financial position (debt) (I)+(E)+(D) 28,264 - 29,768 (998)
(K) Non-current bank loans and borrowings 5.11 (25,796) - (31,780) -
(L) Issued bonds - - - -
(M) Other non-current loans and borrowings 5.12-5.14 (4,427) - (23,923) (19,444)
(N) Non-current financial debt (K)+(L)+(M) (30,223) - (55,703) (19,444)
- of which: secured (26,800) - (33,550) -
- of which: unsecured (3,423) - (22,153) -

101
(O) Net financial debt (J)+(N) (1,959) - (25,935) (20,442)

The table below summarises the breakdown of the items "Other current loans and borrowings " and
"Other non-current loans and borrowings" for the years ending 28 February 2017 and 29 February
2016. Refer to Notes 5.12 “Shareholders' loan” and 5.14 “Other financial liabilities”, for more
details.

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016
Other financial liabilities 2,418 1,471
Shareholder funding - 998
Other current loans and borrowings 2,418 2,469
Other financial liabilities 4,427 4,479
Shareholder funding - 19,444
Other non-current loans and borrowings 4,427 23,923
Total other loans and borrowings 6,845 26,392

5.12 Shareholders' loan

Below is a breakdown of the item current and non-current "Shareholders' loan" as at 28 February
2017 and as at 29 February 2016:
(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016

(Current) Shareholders' loan - 998


(Non-current) Shareholders' loan - 19,444
Total Shareholders' loan - 20,442

The item "Shareholders' loan" refers to the payable for the funding received from the parent
company Italian Electronics (later merged by incorporation into Italian Electronics Holdings),
including the interest expense accrued and net of advances on interest paid.

On 24 October 2016, the Company, as set out in the Loan Agreement, sent the lending banks
(Banca IMI S.p.A., Unicredit Corporate Banking S.p.A. (now Unicredit S.p.A.), Banca Popolare di
Milano S.p.A. and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A.,
ICCREA Banca Impresa S.p.A., Banca Interprovinciale S.p.A. and Volksbank Banca Popolare
dell’Alto Adige Soc. Coop.pa.., the "Lending Banks"), a waiver request, which was received on 4
November 2016, aimed at obtaining the consent of the latter with regard to the distribution of
(accrued and approved) dividends and the repayment of the shareholders' loan, for an amount not
exceeding €25,000 thousand in total, in one or more tranches and within the calendar year
2016/2017, by the Company in favour of its shareholder, albeit the Company not having accrued the
requirements laid down in the Loan Agreement in order to automatically allow these payments.

On 28 November 2016 the Shareholders' Meeting approved: (i) the repayment in full of the
shareholders' loan of €21,120 thousand and (ii) the distribution of an extraordinary dividend of
102
€3,880 thousand through using part of the reserves, resulting from the financial statements ending
29 February 2016.

On 28 and 29 November 2016 the Company made payments in compliance with the above-
mentioned resolutions.

On 2 December 2013 the parent company Italian Electronics (which later merged by incorporation
into Italian Electronics Holdings) registered a pledge, in favour of Banca IMI S.p.A., UniCredit
Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano S.c.a.r.l. and Monte
dei Paschi di Siena Capital Service Banca per le Imprese S.p.A. on the present and future
receivables that Italian Electronics (which later merged by incorporation into Italian Electronics
Holdings) claimed with regard to the Company pursuant to the above-mentioned loan. Secured
creditors had the right to exercise their special privilege when one of the causes of enforcement set
out in Article 24 "Acceleration Event" of the Loan Agreement (as defined in note 5.11) is verified.
Note that, until the date of the full repayment of the "Shareholders' loan" none of the causes of
enforcement was verified.

5.13 Employee benefits

The change in the item "Employee benefits" for the period from 28 February 2015 to 28 February
2017 is broken down below:

Balance as at 28 February 2015 4,069


Contribution from merger 8,273
Service cost -
Interest cost 104
Settlements/advances (1,557)
Actuarial (profits)/losses (669)
Balance as at 29 February 2016 10,220
Service Cost -
Interest Cost 153
Settlements/advances (592)
Actuarial (profits)/losses 2
Balance as at 28 February 2017 9,783

This item includes the severance pay required by Law 297 of 25 May 1982 which guarantees
statutory compensation to an employee when the employment relationship is ended. Severance pay,
regulated by the legislation in the Civil Code in Article 2120, is recalculated in accordance with the
provisions of IAS 19, expressing the amount of the actual value of the final obligation as a liability,
where the actual value of the obligation is calculated through the "projected unit credit" method.

Settlements recorded in the financial year ended 28 February 2017 relate to both severance pay
advances paid to employees during the year, and to redundancies involving the excess personnel at
several sales points which were restructured or closed and to breaks in employment with regard to
employees on fixed contracts.

The contribution from the merger during the year ended 29 February 2016 was €8,273 thousand and
relates to the former Unieuro. Settlements recorded during the year ended 29 February 2016 relate
mainly to the reduction in the number of employees following the restructuring procedure involving
103
the personnel of the former Unieuro.

Below is a breakdown of the economic and demographic recruitment used for the purpose of the
actuarial evaluations:

Year ended
Economic recruitment 28 February 2017 29 February 2016
from 1.5% to 2% increasing
Inflation rate 1.50%
over the years
Actualisation rate 1.19% 1.59%
from 2.625% to 3% increasing
Severance pay increase rate 2.625%
over the years

Demographic recruitment Year ended


28 February 2017 29 February 2016
Fatality rate Demographic tables RG48 Demographic tables RG48
INPS tables differentiated by age and INPS tables differentiated by age
Disability probability
gender and gender
Reaching of minimum requirements Reaching of minimum requirements
Retirement age under the compulsory general under the compulsory general
insurance insurance
Probability of leaving 5% 5%
Probability of anticipation 3.50% 3.50%

With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a duration of
10+ years at the evaluation date was taken as a reference for the evaluation of this parameter.

Below is the sensitivity analysis, as at 28 February 2017, relating to the main actuarial hypotheses
in the calculation model taking into consideration the above and increasing and decreasing the
average annual turnover rate, the early request rate, the average inflation and actualisation rate,
respectively of 1%, 1%, 0.25% and 0.25%. The results are summarised in the table below:

(Amounts in euro thousand) Year ended 28 February 2017


Change to the parameter Impact on employee benefits
1% increase in turnover rate (66)
1% decrease in turnover rate 75
1% increase in advance request rate (197)
1% decrease in advance request rate 313
0.25% increase in inflation rate 141
0.25% decrease in inflation rate (138)
0.25% increase in actualisation rate (220)
0.25% decrease in actualisation rate 229

5.14 Other financial liabilities

Below is a breakdown of the item "Other financial liabilities" as at 28 February 2017 and as at 29
104
February 2016:
(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016

Lease liabilities 2,236 771


Other financial payables - 235
Fair value of derivative instruments 7 103
Factoring liabilities 175 344
Payables for investments in equity investments and business
- 18
units
Other current financial liabilities 2,418 1,471
Lease liabilities 4,427 4,479
Other non-current financial liabilities 4,427 4,479
Total financial liabilities 6,845 5,950

Lease liabilities

Lease liabilities totalled €6,663 thousand as at 28 February 2017 and €5,250 as at 29 February
2016. The assets that are the subject of the finance lease agreement are furniture, LEDs, climate
control systems, servers, computers and printers. Interest rates are fixed at the date of the signing of
the agreements and are indexed to the 3-month Euribor. All lease agreements can be repaid through
a fixed instalments plan with the exception of the initial down payment and the redemption
instalment and there is no contractual provision for any rescheduling of the original plan. The above
payables to the leasing company are guaranteed to the lessor via rights on the assets leased out.
There are no hedging instruments for the interest rates.

The assets subject to financial leasing are reported using the method set out in international
accounting standard IAS 17. The breakdown by due date of the minimum payments and the capital
share of the finance leases are given below:

Minimum payments due for financial


(Amounts in euro thousand) Capital share as at
leasing as at

28 February 2017 29 February 2016 28 February 2017 29 February 2016


Within 1 year 2,462 874 2,236 771
From 1 to 5 years 4,587 5,074 4,427 4,479
More than 5 years - - - -
Total 7,049 5,948 6,663 5,250

The reconciliation between the minimum payments due from the financial leasing company and the
current value is as follows:

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016
Minimum payments due for financial leasing 7,049 5,948

(Future financial expense) (386) (698)


Total 6,663 5,250

105
Other financial payables

Other financial payables stood at €235 thousand as at 29 February 2016, the item mainly related to
the acquisition of the equity investment in Expert Società Consortile per Azioni (the “Expert
consortium”) which took place in 2013 for €184 thousand. Note that on 7 April 2015 the Company
sold all the shares held in the Expert consortium following the Company's strategic decision to
leave the purchasing group. On 26 April 2016 the residual debt related to the purchase of the equity
investment was extinguished.

Fair value of derivative instruments

The financial hedging instruments, in existence as at 28 February 2017, refer to agreements signed
with BPER Banca S.p.A and with BNL S.p.A to hedge future purchase transactions involving
goods in other currencies (USD). The effects of these hedging derivative financial instruments are
reported in the income statement because they do not comply with all the requirements of IAS 39
for hedge accounting.

The hedging financial instruments, in existence as at 29 February 2016, refer to the agreements
signed with Banca Monte dei Paschi di Siena S.p.A., Intesa Sanpaolo S.p.A., UniCredit S.p.A. and
Banca Popolare di Milano S.p.A., to hedge the fluctuations in the financial expenses related to the
Loan. These derivative financial transactions on the interest rates are designated as hedge
accounting in accordance with the requirements of IAS 39 and are therefore dealt with under hedge
accounting.

Factoring liabilities

Payables to factoring companies stood at €175 thousand as at 28 February 2017 (€344 thousand as
at 29 February 2016) and refer to transfers of trade payables to a financial counterparty through
factoring without recourse.

5.15 Provisions

The change in the item "Provisions" for the period from 28 February 2015 to 28 February 2017 is
broken down below:
(Amounts in euro thousand) Provision Provision Provision Other
Provision for
for tax for other for onerous provision Total
restructuring
disputes disputes contracts for risks
Balance as at 28 February 2015 4,957 546 1,021 285 803 7,612
- of which current portion 368 143 657 285 186 1,639
- of which non-current portion 4,589 403 364 - 617 5,973
Contribution from merger 142 1,282 1,991 1,570 401 5,386
Provisions 836 1,097 - 1,320 238 3,491
Draw-downs/releases (1,267) (634) (1,811) (1,976) (463) (6,151)
Balance as at 29 February 2016 4,668 2,291 1,201 1,199 979 10,338
- of which current portion - - 700 1,199 672 2,571
- of which non-current portion 4,668 2,291 501 - 307 7,767
Provisions 2,339 664 327 - 199 3,529
Draw-downs/releases (1,358) (1,213) - (933) (106) (3,610)
Balance as at 28 February 2017 5,649 1,742 1,528 266 1,072 10,257

106
- of which current portion 37 188 882 266 51 1,424
- of which non-current portion 5,612 1,554 646 - 1,021 8,833

The " Provision for tax disputes", equal to €5,649 thousand as at 28 February 2017 and €4,668
thousand as at 29 February 2016, was set aside mainly to hedge the liabilities that could arise
following disputes of a tax nature.

The "Provision for other disputes", equal to €1,742 thousand as at 28 February 2017 and €2,291
thousand as at 29 February 2016, refers to disputes with former employees, customers and
suppliers.

The "Provision for onerous contracts", equal to €1,528 thousand as at 28 February 2017 and €1,201
thousand as at 29 February 2016, refer to the provision allocated for non-discretionary costs
necessary to fulfil the obligations undertaken in certain rental agreements.

The "Provision for restructuring", equal to €266 thousand as at 28 February 2017 and €1,199
thousand as at 29 February 2016, refer mainly to the conclusion of the personnel restructuring and
commercial network integration process of the former Unieuro.

The “Other provisions for risks”, equal to €1,072 as at 28 February 2017 and €979 thousand as at
29 February 2016, mainly include: i) the provision for expenses for the restoration of stores to their
original condition set aside to cover the costs for restoring the property when it is handed back to
the lessor in cases where the contractual obligation is the responsibility of the tenant; ii) the
additional customer compensation fund.

5.16 Other current liabilities and other non-current liabilities

Below is a breakdown of the items "Other current liabilities" and "Other non-current liabilities" as
at 28 February 2017 and 28 February 2016:
(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016

Deferred income and accrued liabilities 88,694 71,055


Payables to personnel 28,206 26,977
Payables for VAT 15,715 8,516
Payments on account from customers 3,017 3,234
Payables for IRPEF (income tax) 2,010 1,944
Payables to welfare institutions 1,759 566
Accrued liabilities on building rental and expenses 752 532
Other tax payables 92 100
Other current liabilities 82 255
Total other current liabilities 140,327 113,179
Deposit liabilities 21 26
Other liabilities - -
Total other non-current liabilities 21 26
Total other current and non-current liabilities 140,348 113,205

The item "Other current liabilities" increased by €27,148 thousand in the year ended 28 February
2017 compared with the year ended 29 February 2016. The increase in the item recorded in the
period in question is mainly due to greater deferred income relating to the servicing of the extended

107
warranty.

The balance of the item "Other current liabilities" is mainly composed of:

- deferred income and accrued liabilities of €88,694 thousand as at 28 February 2017 (€71,055
thousand as at 29 February 2016) due mainly to the deferrals for the extended warranty services.
Revenue from sales is reported according to the duration of the contract, or the period for which
there is a performance obligation thereby rediscounting sales pertaining to future periods.
Moreover, note that the methods for managing warranty services for the periods after the legally-
required periods were changed with regard to sales of extended warranty services made by the
former Unieuro (from the financial year ended 28 February 2015) and to sales of extended warranty
services in certain categories of goods (white goods) made by Unieuro (from the financial year
ended 29 February 2012), handling activities that were previously outsourced internally;

- payables to personnel of €28,206 thousand as at 28 February 2017 (€26,977 thousand as at 29


February 2016) composed of payables for salaries, holidays, leave and thirteenth and fourteenth
month pay. These payables refer to items accrued but not yet settled.

- VAT payables of €15,715 thousand as at 28 February 2017 (€8,156 thousand as at 29 February


2016) composed of payables resulting from the VAT payment with regard to February 2017.

5.17 Trade payables

Below is a breakdown of the item "Trade payables" as at 28 February 2017 and as at 29 February
2016:

(Amounts in euro thousand) Year ended


28 29
Februar Februar
y 2017 y 2016
Trade payables to third-parties 332,504 331,193
Trade payables to related-parties 15 17
Gross trade payables 332,519 331,210
Allowance for impairment - amount due from suppliers 2,027 2,162
Total Trade payables 334,546 333,372

The balance includes payables relating to carrying out normal trade activities involving the supply
of goods and services.

Gross trade payables increased by €1,309 thousand as at 28 February 2017 compared with 29
February 2016.

As at 28 February 2017 there were no disputes with suppliers, or suspensions to supplies, with the
exception of several compensation claims and payment injunctions which refer to legal actions in
the form of applications for orders for payment of insignificant amounts.

The change in the "Allowance for impairment - amount due from suppliers" for the period from 28
February 2015 to 28 February 2017 is given below:

108
Balance as at 28 February 2015 440
Provisions 1,001
Contribution from merger 731
Releases to the Income Statement -
Draw downs (10)
Balance as at 29 February 2016 2,162
Provisions -
Releases to the Income Statement -
Draw downs (135)
Balance as at 28 February 2017 2,027

There are no payables for periods of more than 5 years or positions with a significant concentration
of payables.

5.18 Revenue

Below is a breakdown of the item "Revenue" for the financial years ended 28 February 2017 and 29
February 2016:

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016
Retail, Online and Travel (1) 1,329,973 1,267,926
Wholesale (2) 227,864 206,362
B2B (3) 102,658 82,922
Total Revenue 1,660,495 1,557,210
(1)
The Retail sales channel refers to the sale of products to end users through DOS located throughout Italy, with the exception of
airports. The Online sales channel represents the sale of products to end users through the web channel with the option of home
delivery or click and collect. The Travel sales channel embodies the sale of products at major public transport hubs via direct
sales points.
(2)
The Wholesale channel covers the sale of products to partners operating exclusively through the "Unieuro" brand as well as the
wholesale supply to hypermarkets and other retailers.
(3)
The B2B sales channel represents the wholesaling of products to customers who, in turn, sell electronic items to hotels and banks.

The Retail, Online and Travel revenue went from €1,267,926 thousand in the year ended 29
February 2016 to €1,329,973 thousand in the year ended 28 February 2017, an increase of €62,047
thousand or 4.9%. The increases are related to (i) the development of the new digital platform,
designed both to help users when buying products and to increase entries and revenue at sales points
and (ii) the positive performance of the sales volumes of the Retail channel as a result of the new
openings, the restructurings carried out in the period in order to make the sales points more
attractive and the investment in personnel training aimed at improving customer satisfaction and
loyalty.

Wholesale revenue went from €206,362 thousand in the year ended 29 February 2016 to €227,864
thousand in the year ended 28 February 2017, an increase of €21,502 thousand or 10.4%. The
increase is related to the positive performance of sales volumes of partners as a result of the
commercial policies implemented by Unieuro, as well as the restructuring of numerous partner sales
points to create a more modern and attractive layout.

B2B revenue went from €82,922 thousand in the year ended 29 February 2016 to €102,658

109
thousand in the year ended 28 February 2017, an increase of €19,736 thousand or 23.8%. The
increase is mainly due to the Company's ability to take advantage of market opportunities.

5.19 Other income

Below is a breakdown of the item "Other income" for the financial years ended 28 February 2017
and 29 February 2016:

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016
Other income 3,468 8,918
Insurance claims 1,181 1,645
Rental and lease income 1,711 1,833

Total other income 6,360 12,396

The item mainly includes rental income relating to the sub-leasing of spaces for other activities, and
insurance claims relating to theft or damage caused to stores. The decrease is due to the presence,
during the year ended 29 February 2016, of positive elements relating to the closing of old debit
entries resulting from the former Unieuro.

5.20 Purchases of materials and external services

Below is a breakdown of the item "Purchases of materials and external services" for the financial
years ended 28 February 2017 and 29 February 2016:

(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016


Purchase of goods 1,295,389 1,238,978
Buildings rental and expenses 58,289 59,000
Marketing 51,613 48,748
Transport 32,482 30,242
Utilities 12,017 13,091
Consultancies 10,904 6,408
Maintenance and rental charges 10,745 10,827
General sales costs 7,497 7,894
Other costs 6,126 5,383
Purchase of consumables 4,377 4,325
Travel expenses 2,143 2,077
Fees of directors and statutory auditors 356 431
Total purchases of materials and external services 1,491,938 1,427,404
Changes in inventories (5,177) (41,067)

Total, including the change in inventories 1,486,761 1,386,337

The item "Purchases of materials and external services", taking into account the item "Change in
inventories", rose from €1,386,337 thousand as at 29 February 2016 to €1,486,761 thousand in the
financial year ended 28 February 2017, an increase of €100,424 thousand or 7.2%.
The main increase is attributable to the item "Purchase of goods" for €56,411 thousand resulting

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from the increase in turnover.

The item “Marketing” increased from €48,748 thousand as at 29 February 2016 to €51,613
thousand as at 28 February 2017, the increase is due to the greater investments made in co-
marketing activities and promotional activities supporting new products.

The item “Transport” increased from €30,242 thousand as at 29 February 2016 to €32,482 thousand
as at 28 February 2017, mainly as a result of the increase in turnover, the impact on revenue was in
line with the previous year, equal to 2.0% as at 28 February 2017 (1.9% as at 29 February 2016).

The item “Consultancies” increased from €6,408 thousand as at 29 February 2016 to €10,904
thousand as at 28 February 2017, mainly as a result of the costs incurred by the Company relating to
the listing of the Company's shares on the STAR Segment of the Mercato Telematico Azionario of
Borsa Italiana S.p.A..

The item “Utilities” fell by €1,074 compared with 29 February 2016, equal to an 8.2% drop, this
decrease was mainly due to the energy efficiency measures implemented at the sales points which
led to a significant reduction in consumption.

The items “Building rental and expenses" fell by €711 thousand compared with 29 February 2016, a
drop of 1.2%; this fall is due to the renegotiation of several rental agreements with landlords.

The item "Other costs" mainly includes costs for vehicles, hiring, cleaning, insurance and security.

5.21 Personnel expenses

Below is a breakdown of the item "Personnel expenses" for the financial years ended 28 February
2017 and 29 February 2016:

(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016


Salaries and wages 97,630 94,828
Welfare expenses 29,165 28,133
Severance pay 6,833 6,735
Restructuring fund provisions/(releases) - 1,320
Other personnel expenses 3,005 2,945
Total personnel expenses 136,633 133,961

Personnel expenses went from €133,961 thousand in the year ended 29 February 2016 to €136,633
thousand in the year ended 28 February 2017, an increase of €2,672 thousand or 2.0%.

The increase in the item "Salaries and wages", equal to approximately 2.0%, is mainly due to
increases in national collective agreements, seniority increases and to the increase in employees at
the headquarters.

The balance of the item “Restructuring fund provisions/(releases)" in the year ended 29 February
2016 was €1,320 thousand and relates to provisions allocated for the launch of redundancy schemes
for surplus personnel at several sales points.

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The item “Other personnel expenses” as at 28 February 2017 and as at 29 February 2016 refers
mainly to the cost for the year of the Call Option Agreement, equal to €3,766 thousand as at 28
February 2017 and €2,321 thousand as at 29 February 2016. Refer to Note 5.28 for more details
about the share-based payment agreements.

5.22 Other operating costs and expenses

Below is a breakdown of the item "Other operating costs and expenses" for the financial years
ended 28 February 2017 and 29 February 2016:

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016
Non-income based taxes 5,160 4,833
Suppliers account debit balance - 1,001
Other operating expenses 217 724
Total other operating costs and expenses 5,377 6,558

"Other operating costs and expenses" went from €6,558 thousand in the year ended 29 February
2016 to €5,377 thousand in the year ended 28 February 2017, a decrease of €1,181 thousand or
18.0%.

The decrease is mainly due to the suppliers account debit balance of €1,001 thousand recorded in
the year ended 29 February 2016, which refers to the write-down of existing positions with
suppliers due to the opening of insolvency proceedings.

The item "Non-income based taxes" mainly includes levies for waste disposal, the municipal
advertising tax, the SIAE tax and registration duty.

The item “Other operating costs” includes costs for charities, customs and capital losses.

5.23 Amortization, depreciation and impairment losses

Below is a breakdown of the item "Amortization, depreciation and impairment losses" for the
financial years ended 28 February 2017 and 29 February 2016:

(Amounts in euro thousand) Year ended


28 February 29 February
2017 2016
Amortization and depreciation of tangible fixed assets
13,312 13,345
Amortization and depreciation of intangible fixed assets
3,794 3,517
Impairment losses of tangible and intangible fixed assets
852 1,858
Total amortization, depreciation and impairment losses
17,958 18,720

The item "Amortization, depreciation and impairment losses" went from €18,720 thousand in the
year ended 29 February 2016 to €17,958 thousand in the year ended 28 February 2017, a fall of
€762 thousand or 4.1%.

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The item “Impairment losses of tangible and intangible fixed assets” fell in the year ended 28
February 2017 compared with the year ended 29 February 2016 as a result of the conclusion of the
rebranding and integration of the former Unieuro which began in the previous financial years and
was partly offset by the write-down of existing assets at the Oderzo (TV) sales point following the
fire which took place on 25 February 2017. The item also includes the write-down of the assets
relating to the stores for which onerous contracts were identified, in other words rental agreements
in which the non-discretionary costs necessary for fulfilling the obligations undertaken outweigh the
economic benefits expected to be obtained from the contract.

5.24 Financial income and Financial expenses

Below is a breakdown of the item "Financial income" for the financial years ended 28 February
2017 and 29 February 2016:

(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016


Interest income 27 92
Other financial income 331 194
Total financial income 358 286

"Financial income" went from €286 thousand in the year ended 29 February 2016 to €358 thousand
in the year ended 28 February 2017, an increase of €72 thousand. The change is mainly due to the
increase in income for exchange rate gains and the decrease in bank interest income.

The breakdown of the item "Financial expenses" is given below:

(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016

Interest expense on bank loans 3,708 5,137


Interest expense from parent company 788 1,068
Other financial expense 1,726 970
Total financial expenses 6,222 7,175

"Financial expenses" went from €7,175 thousand in the year ended 29 February 2016 to €6,222
thousand in the year ended 28 February 2017, a decrease of €953 thousand or 13.3%.

The item “Interest expense on bank loans” fell as at 28 February 2017 by €1,429 thousand
compared with the previous period; this decrease was due to lower drawings on the Revolving Line
during the year ended 28 February 2017 compared with the previous financial year and less interest
expense on the Loan Agreement due to the fall recorded in margins applied as a result of the
improvement recorded in the leverage ratio at the measurement dates. The interest rate applied to
the loan is equal to the sum of (i) the Euribor parameters and (ii) a margin with a different annual
percentage for each individual line. The Loan Agreement includes a variation mechanism for the
above-mentioned margin depending on the level of a given contractual index (leverage ratio),
calculated at the measurement dates of the financial covenants set out in the Loan Agreement, as
explained in more detail in the previous paragraph 5.11.

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The item “Interest expense from the parent company" includes the interest accrued relating to the
shareholders' loan of 28 November 2016 (see Note 5.12 for more details).

The item “Other financial expense” increased by €756 thousand; this increase was due mainly to the
costs incurred for: (i) the waiver request to the Lending Banks aimed at obtaining the latter's
consent for the distribution of dividends and the repayment of the shareholders' loan made in the
nine-month period ended 30 November 2016 and (ii) the Amendment Proposal for the Loan
Agreement aimed at bringing the contract into line with the rules applicable to listed companies and
market practices for financing transactions in favour of listed companies (for more details, please
see Note 5.11).

5.25 Income taxes

Below is a breakdown of the item "Income taxes" for the financial years ended 28 February 2017
and 29 February 2016:

(Amounts in euro thousand) Year ended

28 February 2017 29 February 2016

Current taxes 1,309 1,374


Deferred taxes (501) 4,644
Accruals to/(releases of) the provision for taxes 1,867 481
Total 2,675 6,499

A reconciliation of the statutory and effective tax expense is provided below:

(In euro million and as a percentage of Year ended


the result for the pre-tax period)
29
28 February 2017 % February %
2016
Pre-tax result for the period 14,262 17,141
Theoretical income tax (IRES) (3,922) 27.5% (4,714) 27.5%
IRAP (1,309) (9.2%) (322) (1.9%)
Tax effect of permanent differences and
4,423 31.0% (982) (5.7%)
other differences
Taxes for the period (808) (6,018)
Accrual to the provision for taxes (1,867) (481)
Total taxes (2,675) (6,499)
Actual tax rate (18.8%) (37.9%)

The impact of taxes on income is calculated gross of allocations to the tax provision for tax
disputes. In the financial years 2017 and 2016 the impact of taxes on the pre-tax result was 18.8%
and 37.9%, respectively; the fall was due to the recording of deferred tax income on tax losses of
€4,726 thousand. For more details, please see Note 5.4.

The item “Allocation to tax provision” went from €481 thousand in the financial year ended 29

114
February 2016 to €1,867 thousand in the financial year ended 28 February 2017. The item is
composed of allocations of €2,339 thousand and €836 thousand, respectively, as at 28 February
2017 and 29 February 2016 and releases of €472 thousand and €355 thousand, respectively, as at 28
February 2017 and 29 February 2016.

Note that the tax losses still available as at 28 February 2017 are equal to €408,940 thousand (tax
losses available as at 29 February 2016 stood at €417,895 thousand). These losses include deferred
tax income of €12,752 thousand as at 28 February 2017 (€8,026 thousand as at 29 February 2016).

5.26 Basic and diluted earnings per share

The basic earnings per share are calculated by dividing the result for the period by the number of
ordinary shares. The details of the calculation are given in the table below:

(Amounts in euro thousand) Year ended


28 February 2017 29 February 2016
Result for the period/financial year [A] 11,587 10,642
Number of shares (in thousands) taken into
consideration for the purpose of calculating the basic 20,000 20,000
and diluted earnings per share [B] (1)
Basic and diluted earnings per share (in Euro) [A/B] 0.58 0.53
(1) The number of shares (in thousands) considered for the purpose of calculating the basic and diluted earnings per share
was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.

As at 28 February 2017 and as at 29 February 2016 there were no dilutive effects so therefore the
diluted earnings per share are the same as the basic earnings.

5.27 Statement of cash flows

The key factors that affected cash flows in the three years are summarised below:

Net cash flow from (used in) operating activities

Year ended
(amounts in euro thousand)
28 February 2017 29 February 2016

Profit (loss) for the year 11,587 10,642


Adjustments for:
Income taxes 2,675 6,499
Net financial expenses (income) 5,864 6,889
Amortization, depreciation and impairment losses 17,958 18,720
(Gains)/losses on the sale of property, plant and machinery (31) (35)
Other changes 3,766 2,357
41,819 45,072
Changes in:
-Inventories (5,178) (41,067)
-Trade receivables 151 (2,399)
-Trade payables 1,174 29,607
-Other changes in operating assets and liabilities 23,488 32,445
Cash flows from (used in) operating activities 19,635 18,586

Income taxes paid - (4,206)


Interest paid (4,931) (4,765)

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Net cash flow from (used in) operating activities 56,523 54,687

Year ended 28 February 2017

The net cash flow from (used in) operating activities went from €54,687 thousand in the year ended
29 February 2016 to €56,523 thousand in the year ended 28 February 2017, an increase of €1,836
thousand. The larger cash flows generated were mainly influenced by the combined effect resulting
from:

- the greater liquidity generated by the changes in the cash flows from (used in) operating
activities of €1,049 thousand;

- the lower income flows for the year (composed of the changes that took place in the adjusted
result for the period of income taxes, net financial expense/(income) and other non-monetary
changes) of €3,253 thousand;

- the lower tax payment of €4,206 thousand. In 2017 the Company did not pay tax offsetting
the tax due with the credit from previous financial years. The figure which refers to the year
ended 29 February 2016 was mainly due to the payments on account during the year;

- the higher financial expenses paid of €166 thousand.

Specifically, in the year ended 28 February 2017, the cash flows from (used in) operating activities
(composed of the changes in warehouse inventories and trade receivables and payables and in other
operating assets and liabilities) and the related cash flows, generated greater liquidity compared
with the previous year of €1,049 thousand, going from a cash flow of €18,586 thousand in the year
ended 29 February 2016 to a positive flow of €19,636 thousand in the year ended 28 February 2017.
In the year ended 28 February 2017 the increase in the cash flows from (used in) operating activities
was mainly due to a significant fall in inventories of €35,889 thousand, mitigated by the negative
effect of the change in trade payables of €28,433 thousand and other operating assets and liabilities
of €8,957 thousand. Note that in February 2016 commercial policies for the purchasing of goods
were implemented aimed at promotions which took place in March 2016.

In addition, the net cash flows from (used in) operating activities benefited the payment of lower
taxes for €4,206 compared with the previous year for the reasons explained above.

Cash flow generated (absorbed) by investment activities


Year ended

(amounts in euro thousand) 28 February 2017 29 February 2016

Purchases of plant, equipment and other assets (23,479) (24,468)

Purchases of intangible assets with a finite useful life (4,419) (3,024)

Goodwill acquired against payment - (193)

Collections from the sale of plant, equipment and other assets 61 131

Collections from the sale of assets held for sale - 924

Equity investments and investments in business units - (881)

116
Cash contribution from merger - 6,270

Cash flow generated (absorbed) by investment activities (27,837) (21,241)

Investment activities absorbed liquidity of €27,837 thousand and €21,241 thousand, respectively, in
the years ended 28 February 2017 and 29 February 2016.

With reference to the year ended 28 February 2017, the Company's main requirements involved:

- investments in property, plant and equipment of €23,479 thousand, mainly relating to the
purchase of plant with regard to the energy efficiency project already launched in the previous
financial year and to interventions at sales points opened, relocated or renovated during the year;

- investments in intangible fixed assets of €4,419 thousand relating to the development of the
website www.unieuro.it and IT systems at the Forlì headquarters.

Cash flow generated/ (absorbed) by financing


Year ended

(amounts in euro thousand) 28 February 2017 29 February 2016

Cash flow from investment activities

Repayment of financial liabilities (4,137) (14,218)

Increase/(Decrease) in other financial liabilities 998 4,419

Increase/(Decrease) in shareholder loans (20,442) (1,172)

Distribution of dividends (3,880) -

Cash flow generated/ (absorbed) by financing (27,461) (10,971)

Financing absorbed liquidity of €27,461 thousand in the year ended 28 February 2017 and €10,971
thousand for the year ended 29 February 2016.

The cash flow from financing as at 28 February 2017 mainly reflects:

- a decrease in financial liabilities of €4,137 thousand mainly due to the repayment of the capital
shares of Loan A and the Capex Facility Loan agreed under the scope of the Euro Term and
Revolving Facilities Agreement, respectively of €3,375 thousand and €750 thousand;

- an increase in other financial liabilities of €998 thousand mainly due to the increase in payables
for assets subject to financial leasing of €1,413 thousand partly offset by the repayment of the
payable relating to the acquisition of the equity investment in Expert Società Consortile per Azioni
(the “Expert consortium”) which took place in 2013 of €184 thousand and the decrease in the
payable to factoring companies of €169 thousand;

- the repayment in full of the shareholders' loan of €20,442 thousand;

117
- the distribution of an extraordinary dividend of €3,880 thousand by using part of the reserves,
resulting from the financial statements for the financial year ended 29 February 2016.

5.28 Share-based payment agreements

On 22 October 2014 the shareholders of Venice Holdings (“Shareholders of Venice Holdings”)


signed a 5-year Call Option Agreement which involves the undertaking of shareholders - if the sale
of the majority of shares held by the latter in the share capital of Venice Holdings takes place - to
approve a share capital increase for Venice Holdings, to be released in two tranches (tranche A and
tranche B) reserved for certain managers and employees of the Company and the former Unieuro,
owners of Venice Holdings shares. The beneficiaries, who should be in office when the sale takes
place, have been allocated a right of pre-emption that is conditional (at the change of control of
Venice Holdings) on subscribing (in full or in part) the two tranches of the Venice Holdings share
capital increase which is the subject of the commitment undertaken by the shareholders. The right
of pre-emption does not have a deadline.

Specifically, in the Call Option Agreement these options give the right to subscribe a certain portion
of the share capital of Venice Holdings at a fixed issue price equal to: 792 Euro units for the first
tranche (tranche A and tranche B) plus 8% per year from 30 November 2013 until the time the
option is exercised and 792 Euro units for the second tranche (tranche B) plus 25% per year from 30
November until the time the option is exercised.

Following the merger by incorporation of Venice Holdings into Italian Electronics Holdings, the
commitments undertaken pursuant to the Call Option Agreement were confirmed. Therefore the
managers and employees who signed the agreement had the right to subscribe shares in the capital
increase which will be approved by the shareholders' meeting of Italian Electronics Holdings if the
change of control takes place pursuant the Call Option Agreement.

During the financial year ended 28 February 2017 the Company launched all the internal
preparatory activities for the listing of the Company's shares on the Mercato Telematico Azionario
organised and managed by Borsa Italiana S.p.A.. The listing project was formally ratified by the
Shareholders' Meeting of 12 December 2016. Following the launch of this listing process, in order
to confirm the promotion of the Call Option Agreement recipients the reference shareholder (Italian
Electronics Holdings) sought, at the beginning of February 2017, to change the original option plan
by renouncing the previous Call Option Agreement and, at the same time, assigning a new option
plan called the Transaction Bonus lasting 5 years which included the commitment of Italian
Electronics Holdings (i) if the result of the admission to listing process is positive, the allocation to
certain Company managers, on the day of the establishment of the placement price, by Italian
Electronics Holdings, of a number of Company shares free of charge, with the obligation to sell the
shares granted on the day of the placement and to other managers of a sum in Euros equal to the
value of a pre-established number of shares at the placement price; (ii) in the case of the sale to a
third-party of all or some of the Company shares, the granting to certain Company managers and
employees, before the transfer to third-parties, by Italian Electronics Holdings, of a number of
Company shares free of charge, with the obligation to sell the shares granted to the third-party
buyer. The realisation of events was mutually exclusive therefore, as the first event is realised in
terms of time, the possibility of the second event automatically becomes ineffective. On 4 April
2017, the parent company Italian Electronics Holdings completed the process of listing Unieuro
S.p.A. shares on the STAR Segment of the Mercato Telematico Azionario of Borsa Italiana S.p.A.,
placing 31.8% of the Company's share capital for a total value of €70 million.

118
The revision of the granting mechanism, which took place through the renunciation of the previous
Call Option Agreement and the simultaneous signing of the Transaction Bonus by the recipients
was configured as a change to the existing plan which caused an acceleration event in the vesting
period.

At the date that these financial statements were prepared, the new deadline considered for the
servicing period of the recipients for the purpose of the definition of the vesting period, was 4 April
2017, the placement date of the shares on the Mercato Telematico Azionario. The amount of
personnel costs to be allocated to the income statement with the offsetting item being the specific
reserve for share-based payments was therefore revised in the light of the new vesting deadline.

In the financial statements the evaluation of the probable market price of the options is recorded
using the binomial method (Cox – Ross – Rubinstein). Taking into account that the time at which
the transfer of control of Venice Holdings will take place is not known, management identified
various dates and, later on, allocated each of them a probability rate. The other theories underlying
the calculation were volatility, risk rate (equal to the return of securities in the Eurozone (AAA)
maturing close to the date on which the exercising of the options is scheduled), the amount of
dividends anticipated. Lastly, consistent with the provisions of IFRS 2, for the purpose of
estimating the fair value of the options, the value was adjusted applying a discount for lack of
liquidity.

When measuring the fair value at the allocation date of the share-based payment, the following data
was used:

Tranche A Tranche B

Fair value at grant date €610.00 €278.00


Price of options at grant date €8.55 €1.01
Exercise price €792 + 8% per year €792 + 25% per year
Anticipated volatility 30% 30%
Duration of the option 5 years 5 years
Expected dividends 0% 0%
ECB return ECB return
Risk-free interest rate
Eurozone government bonds (AAA) Eurozone government bonds (AAA)
Illiquidity discount 33.3% 33.3%

The number of outstanding options is as follows:

Tranche A Tranche B

Number of 2017 Number of 2016 Number of 2017 Number of 2016


options options options options

Existing at the start of the financial year 9,305 7,671 4,653 3,836

Exercised during the financial year - - - -

Granted during the financial year - - - -

Contribution from merger - 1,989 - 995

Withdrawn during the financial year (bad leaver) - (355) - (178)

Plan amendment (Transaction Bonus) (9,305) 0 (4,653)

119
Existing at the end of the financial year - 9,305 - 4,653
Not granted at the start of the financial year 4,902 4,902 2,451 2,451
Exercisable at the end of the financial year - - - -
Contribution from merger - - - -

Plan amendment (Transaction Bonus) (4,902) - (2,451) -


Not granted at the end of the financial year - 4,902 - 2,451

Note that, as mentioned above, the Transaction Bonus constitutes a change to the existing plan
which caused an acceleration event in the vesting period.

On 6 February 2017 the Company's Extraordinary Shareholders' Meeting approved the adoption of
a stock option plan (the "Plan") reserved for executive directors, contractors and employees (senior
managers and otherwise) of the Company. The Plan envisages the grant of ordinary shares deriving
from a capital increase with no pre-emption right pursuant to Article 2441, paragraphs 5 and 8,
Italian Civil Code, resolved upon by the Shareholders' Meeting on the same date.

The Plan has the following objectives: (i) to focus the attention of people covered by the plan on
matters of strategic importance to the Company, (ii) to increase loyalty among people covered by
the plan and incentivise them to remain with the Company, (iii) to increase the competitiveness of
the company by identifying medium-term objectives and promoting the creation of value both for
the company and its shareholders, and (iv) to ensure that the overall remuneration of the people
covered by the plan remains competitive on the market.

The implementation and determination of the specific characteristics of the Plan were delegated by
the same Shareholders' Meeting to the company's Board of Directors, which will take place after the
start date of trading in the Company's shares.

The Plan is also subject to the terms and conditions described below:

- Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of the Company by 31 July 2017 (“IPO”);

- Recipients: the Plan is aimed at directors with executive duties, collaborators and employees
(managers and otherwise) of the Company (“Recipients”) to be identified by the Board of
Directors;

- Object: the object of the Plan is to grant the Recipients option rights that are not transferable
by act inter vivos for the purchase or subscription against payment of ordinary shares in the
Company for a maximum of 860,215 options, each of which entitling the bearer to subscribe
one newly issued ordinary share (“Options”). If the target is exceeded with a performance of
120%, the number of Options will increased up to 1,032,258. A share capital increase was
approved for this purpose for a nominal maximum of €206,452, in addition to the share
premium, for a total value (capital plus premium) equal to the price at which the Company's
shares will be placed on the MTA through the issuing of a maximum of 1,032,258 ordinary
shares;

- Granting: the options will be granted in one or more tranches and the number of Options in
each tranche will be decided by the Board of Directors following consultation with the

120
Remuneration Committee;

- Exercising of the rights: the Board of Directors is empowered to set the terms, conditions
and procedures for the grant, implementation and exercise of the option rights, defining
these in the regulations (the “Regulations”), however the shares can only be subscribed after
31 July 2020 and within the final deadline of 31 July 2025;

- Vesting: the existence and extent of each recipient's right to exercise the options will be
verified on 31 July 2020 in relation to the achievement of the objectives, in terms of
distributable profits, indicated in the business plan on the basis of the following criteria:

o in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;

o if 85% of the expected results are achieved, only half the options will be eligible for
exercise;

o if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;

o if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.

- Exercise price: the exercise price of the Options will be equal to the placement price on the
day of the IPO;

- Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July 2025.

Also on 6 February 2017, the Shareholders' Meeting authorised the Board of Directors to determine
criteria for identifying beneficiaries and a number of Options to assign to the beneficiaries of the
Plan, based on objective and predetermined criteria in the interest of the Company, to be indicated
in the relevant Regulations. The Board of Directors must also determine a maximum number of
Options for each beneficiary, to be decided in accordance with the terms and conditions set out in
the Regulations, also considering the role performed within the company's organisation.

6 RELATED-PARTY TRANSACTIONS

The tables below summarise the Company's credit and debt relations with related-parties as at 28
February 2017 and 29 February 2016:

(Amounts in euro thousand) Credit and debt relations with related-parties as at 28 February 2017
Impact
Total
Italian Rhône on
Ni.Ma Statutory Board of Main balance
Type Electronics Capital Total balance
S.r.l. Auditors Directors managers sheet
Holdings II L.P. sheet
items
item
As at 28 February 2017
Trade receivables 179 65 - - - 244 35,203 0.7%
Trade payables - (15) - - - (15) (334,546) 0.0%

121
Current tax assets 4,042 - - - - 4,042 7,955 50.8%
Other current liabilities - - (29) (80) (417) (624) (1,150) (140,327) 0.8%
Other non-current liabilities - - - - - - (21) 0.0%
Total 4,221 50 (29) (80) (417) (624) 3,121

(Amounts in euro
Credit and debt relations with related-parties as at 29 February 2016
thousand)
Impact
Italian Total
Venice Italian Rhône on
Electronics Ni.Ma Board of Main balance
Type Holdings Electronics Capital Total balance
Holdings S.r.l. Directors managers sheet
S.r.l. S.r.l. II L.P. sheet
S.r.l. items
item
As at 29 February
2016
Trade receivables 24 6 116 82 - - - 228 35,354 0.6%
Trade payables - - - (17) - - - (17) (333,372) 0.0%
Current tax assets - - 3,195 - - - - 3,195 8,082 39.5%
(Current portion) of
- - (998) - - - - (998) (998) 100.0%
Shareholders' loan
(Non-current portion)
- - (19,444) - - - - (19,444) (19,444) 100.0%
of Shareholders' loan
Other current
- - - - (100) (942) (628) (1,670) (113,179) 1.5%
liabilities
Total 24 6 (17,131) 65 (100) (942) (628) (18,706)

The table below summarises the Company's economic relations with related-parties as at 28
February 2017 and 29 February 2016:

(Amounts in euro thousand) Economic relations with related-parties as at 28 February 2017


Impact
Total
Rhône on
Italian Electronics Ni.Ma Statutory Board of Main balance
Type Capital Total balance
Holdings S.r.l. Auditors Directors managers sheet
II L.P. sheet
items
item
As at 28 February 2017
Other income 12 - - - - - 12 6,360 0.2%
Purchases of materials and
- (1,159) (60) (964) (252) - (2,435) (1,491,938) 0.2%
external services
Other operating costs and
- (6) - - - - (6) (5,377) 0.1%
expenses
Personnel costs - - - - (2,331) (3,954) (5,925) (136,633) 4.3%
Financial expenses (788) - - - - - (788) (6,222) 12.7%
Total (776) (1,165) (60) (964) (2,583) (3,594) (9,142)

(Amounts in euro thousand) Economic relations with related-parties as at 29 February 2016


Impact
Italian Total
Venice Italian Rhône on
Electronics Ni.Ma Statutory Board of Main balance
Type Holdings Electronics Capital Total balance
Holdings S.r.l. Auditors Directors managers sheet
S.r.l. S.r.l. II L.P. sheet
S.r.l. items
item
As at 29 February 2016
Other income 5 5 5 3 18 12,396 0.1%
- - - -
Purchases of materials and
- - (1,185) (120) (914) (311) (2,530) (1,427,404) 0.2%
external services - -
Personnel costs - - (1,984) (2,728) (4,712) (133,961) 3.5%
- - - -
Financial expenses - (1,068) (1,068) (7,175) 14.9%
- - - - - -
Total 5 5 (1,063) (1,182) (120) (914) (2,295) (2,728) (8,292)

122
With regard to the periods under consideration, credit/debit and economic relations with related-
parties mainly refer to:

- rental fees relating to the Company's registered office in Forlì, several sales points and the
debiting of insurance costs invoiced by Ni.Ma S.r.l., a company with its registered office in
Forlì and invested in by several members of the Silvestrini family (Giuseppe Silvestrini, Maria
Grazia Silvestrini, Luciano Vespignani and Gianpaola Gazzoni, respectively who each own
25% of the share capital, who are also shareholders of Italian Electronics Holdings);

- bookkeeping services by employees of the Company with regard to the parent companies
Venice Holdings S.r.l., Italian Electronics Holdings and Italian Electronics;

- national tax consolidation scheme, where the option was exercised in 2015 and generated
receivables for the Company from the parent and consolidating company Italian Electronics;

- borrowings from Italian Electronics, granted on 2 December 2013 and interest-bearing. On 21


November 2016 the Company's Board of Directors approved the repayment in full of the
residual debt of the Intercompany Loan for a total amount of €21,120 thousand. Therefore the
Intercompany Loan was repaid in full and extinguished on 28 November 2016;

- distribution of an extraordinary dividend of €3,880 thousand by using part of the reserves,


resulting from the financial statements for the financial year ended 29 February 2016 approved
on 28 November 2016 by the Shareholders' Meeting;

- relations with Directors and Main Managers, summarised in the table below:
Main managers
Year ended 28 February 2017 Year ended 29 February 2016
Chief Executive Officer - Giancarlo Nicosanti
Admin & Control Director- Nicola Sautto
Monterastelli
Chief Financial Officer - Italo Valenti CRM Director – Luca Rosetti

Chief Corporate Development Officer - Andrea Scozzoli Chief Omnichannel Officer- Bruna Olivieri

Chief Omnichannel Officer - Bruna Olivieri Chief Financial Officer- Andrea Scozzoli

Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
ICT Director- Massimo Cova

Supply Chain Director- Claudio Marchionni

Marketing Director- Marco Titi


Property Director- Gabriele Miti

Direct Channel Director – Rosario Gambardella

HR Director- Paolo Botticelli

Technical Office Facility Director – Fabio Crapanzano

The gross pay of the main managers includes all remuneration components (benefits, bonuses and
gross remuneration).

The table below summarises the Company's cash flows with related-parties as at 28 February 2017
and 29 February 2016:

123
(Amounts in euro thousand) Related-parties

Italian Total
Venice Italian Rhône Impact on
Electronics Ni.Ma Statutory Board of Main balance
Type Holdings Electronics Capital II Total balance
Holdings S.r.l. Auditors Directors managers sheet
S.r.l. S.r.l. L.P. sheet item
S.r.l. items
Period from 1 March 2015 to 29
February 2016
Cash flow from (used in) operating
5 5 (2,381) (1,070) (120) (1,048) (972) (1,024) (6,605) 54,687 (12.1%)
activities
Cash flow from (used in) financing
- - (104) - - - - - (104) (10,971) 0.9%
activities

Total 5 5 (2,485) (1,070) (120) (1,048) (972) (1,024)


Period from 1 March 2016 to 28
February 2017
Cash flow from (used in) operating
- (1,656) - (1,150) (31) (984) (1,483) (1,457) (6,761) 57,042 (11.9%)
activities
Cash flow from (used in) financing
- (24,322) - - - - - - (24,322) (27,461) 88.6%
activities

Total - (25,978) - (1,150) (31) (984) (1,483) (1,457)

7 OTHER INFORMATION

Contingent liabilities

Based on the information currently available, the Directors of the Company believe that, at the date
of the approval of these financial statements, the provisions set aside are sufficient to guarantee the
correct representation of the financial information.

Guarantees granted in favour of third-parties

(Amounts in euro thousand) Year ended


28/02/2017 29/02/2016
Guarantees and sureties in favour of:
Third parties 23,532 25,362
Total 23,532 25,362

Operating lease assets

The Company has commitments mainly resulting from lease agreements for premises where sales
activities are conducted (stores) and administration and control activities (corporate functions at the
Forlì offices) and logistics warehouses for the management of inventories.

As at 28 February 2017 the amount of future operating lease payments is given below:

(Amounts in euro thousand) Period ended 28 February 2017


Between
Within one More than
1 and 5 Total
year 5 years
years
Future operating lease payments 45,559 33,839 823 80,221

As at 29 February 2016 the amount of future operating lease payments is given below:

(Amounts in euro thousand) Year ended 29 February 2016


Between 1 and More than 5
Within one year Total
5 years years

124
Future operating lease payments 47,600 54,248 2,015 103,863

Future operating lease payments fell by €23,642 thousand in the year ended 28 February 2017
compared with the year ended 29 February 2016, mainly as a result of the renegotiation with several
tenants of the main contractual conditions with special reference to the early withdrawal clause,
which led to a reduction in the medium- and long-term exposure.

Payments to the independent auditors

Payments to the independent auditors and its network for legally-required audits and other services
as at 28 February 2017 are highlighted below:

(Amounts in euro thousand) Year ended


28 February 2017
KPMG S.p.A. Legally-required audit 270
KPMG S.p.A. Audit 425
KPMG S.p.A. Other attestation services 1,383
KPMG S.p.A. Other services 45
KPMG Advisory S.p.A. Other services 505
Total 2,628

Subsequent events

No events occurred after the reference date of the financial statements that require adjustments to
the values reported in the financial statements.

On 23 February 2017 Unieuro, as the buyer, signed an agreement with Project Shop Land S.p.A., as
the vendor, for the purchase of 100% of the share capital of Monclick S.r.l. (“Monclick”). The price
agreed by the parties was €10,000 thousand and the acquisition of the shares by Unieuro is
conditional on the verification of the following conditions: (a) obtaining all the authorisations from
the competent antitrust authorities which do not contain conditions or obligations for the Company
or for Monclick; (b) obtaining the consent of the Lending Banks for the execution of the purchase
transaction. The contract is expected to be concluded in June 2017. Through the acquisition of
Monclick, the Company intends to strengthen its position in the online sales sector (exploiting
Monclick's competitive position) and to launch and develop, as the leading specialist operator, the
marketing of electronic consumer goods in the B2B2C channel.

On 4 April 2017 the Company was admitted to listing of its ordinary shares on the STAR Segment
of the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A.. The listing
project launched in 2017 was formally ratified by the Shareholders' Meeting of 12 December 2016.

On 18 April 2018 the Company bought a business unit from Andreoli S.p.A. in an arrangement with
creditors. The business unit is composed of 21 direct sales points, mainly located in shopping malls
and between 1200 and 1500 m2 in size. The chain purchased currently operates through the
Euronics brand in south Lazio, Abruzzo and Molise, and in 2015 its retail turnover was
approximately €94 million with positive margins, employing more than 300 people.
The stores will be taken over without warehouses and subjected to a hard-hitting relaunch plan,
which, from the early weeks of adopting the Unieuro brand, will involve the refitting of the spaces,
125
the restocking of products and the adoption of new information systems, with the goal of reaching
sales and profitability targets over the space of 18-24 months.
The acquisition of the Andreoli business unit took place following participation in the competitive
tender procedure launched by the Court of Latina pursuant to Article 163 bis of the Bankruptcy
Law.
The value of the transaction, which took place without the assumption of the financial debts and/or
with regard to suppliers, was 12.2 million, of which €3.9 million was already paid in the form of a
deposit and €8.3 million to be paid as the balance on the completion of the transaction, expected to
be within 30 days of the awarding of the business abstract. The transaction will be funded with
recourse to the cash and cash equivalents and to the lines of credit made available by lending
institutions.

From 3 May 2017, the greenshoe option granted by Italian Electronics Holdings was partially
exercised by 537,936 shares compared to the 636,363 shares that had been the object of the Over
Allotment. The purchase price of the shares that were the object of the greenshoe option was €11.00
per share, which corresponds to the offer price which was set for the institutional placement,
totalling €5,917 thousand. The share settlement relative to the greenshoe option took place on 8
May 2017.
The institutional placement as at the date of this report therefore refers to a total of 6,901,573
ordinary shares of Unieuro S.p.A., or 35% of the share capital, totalling approximately €75,917
thousand.

Draft resolution of the Board of Directors submitted to the Shareholders' Meeting

Dear Shareholders,

We should therefore like to propose the following:

- the approval of the Company's financial statements for the business year ended 28 February
2017, which recorded a profit of €11,586,818.08 and the Director's Report on Operations;

- the distribution of a unit dividend on €1 (one) per ordinary share for a total sum of
€20,000,000.00, including: €11,586,818.08 in respect of the 2017 profit and €8,413,181.92 by using
the distributable reserves.

Forlì, 10 May 2017.

The Chief Executive Officer, Giancarlo Nicosanti Monterastelli,

______________________________

126
APPENDIX 1

Statement of Financial Position as at 28/02/2017 prepared applying the provisions pursuant to Consob
Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.

Year ended
(amounts in euro thousand) Of which Of which
with % 29 February with %
28 February 2017
Related- Weighting 2016 Related- Weighting
Parties Parties

Plant, machinery, equipment and other assets 60,822 51,523


Goodwill 151,396 151,396
Intangible assets with a finite useful life 11,808 11,197
Deferred tax assets 29,438 28,912
Other non-current assets 2,156 2,035
Total non-current assets 255,620 245,063
Inventories 269,551 264,373
Trade receivables 35,203 244 0.7% 35,354 228 0.6%

Current tax assets 7,955 4,042 50.8% 8,082 3,195 39.5%


Other current assets 13,865 13,900
Cash and cash equivalents 36,666 35,441
Assets held for sale - -
Total current assets 363,240 4,286 1.2% 357,150 3,423 1.0%
Total Assets 618,860 4,286 0.7% 602,213 3,423 0.6%
Share capital 4,000 4,000
Reserves 120,101 109,500
Profit/(loss) carried forward (39,122) (9,142) 23.4% (40,067) (8,292) 20.7%
Total shareholders’ equity 84,979 (9,142) (10.8%) 73,433 (8,292) (11.3%)
Financial liabilities 25,796 31,780
Shareholders’ loan - 19,444 19,444 100.0%
Employee benefits 9,783 10,220
Other financial liabilities 4,427 4,479
Provisions 8,833 7,767
Deferred tax liabilities 322 269
Other non-current liabilities 21 - 26
Total non-current liabilities 49,182 - 73,985 19,444 26.3%
Financial liabilities 5,984 3,204
Shareholder loan - 998 998 100.0%
Other financial liabilities 2,418 1,471
Trade payables 334,546 15 0.0% 333,372 17 0.0%
Current tax liabilities - -
Provisions 1,424 2,571
Other current liabilities 140,327 1,150 0.8% 113,179 1,670 1.5%
Total non-current liabilities 484,699 1,165 0.2% 454,795 2,685 0.6%
Total liabilities and shareholders’ equity 618,860 (7,977) (1.3%) 602,213 13,837 2.3%

127
APPENDIX 2

Income Statement as at 28/02/2017 prepared applying the provisions pursuant to Consob Resolution 15519
of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.

Year ended
(amounts in euro thousand) Of Of
28 which 29 which
% %
February with February with
Weighting Weighting
2017 Related- 2016 Related-
Parties Parties

Revenue 1,660,495 1,557,210

Other income 6,360 12 0.2% 12,396 18 0.1%

Total revenue 1,666,855 12 0.0% 1,569,606 18 0.0%


Purchases of materials and external services (1,491,938) (2,435) 0.2% (1,427,404) (2,530) 0.2%
Personnel expenses (136,633) (5,925) 4.3% (133,961) (4,712) 3.5%

Changes in inventories 5,177 41,067


Other operating costs (5,377) (6) 0.1% (6,558)

Gross operating profit 38,084 (8,354) (21.9%) 42,750 (7,224) (16.9%)


Amortization, depreciation and impairment
losses (17,958) (18,720)

Operating profit 20,126 (8,354) (41.5%) 24,030 (7,224) (30.1%)

Financial income 358 286


Financial expenses (6,222) (788) 12.7% (7,175) (1,068) 14.9%

Pre-tax profit (loss) 14,262 (9,142) (64.1%) 17,141 (8,292) (48.4%)


Income taxes (2,675) (6,499)

Profit (loss) for the year 11,587 (9,142) (78.9%) 10,642 (8,292) (77.9%)

128
APPENDIX 3

Cash Flow Statement as at 28/02/2017 prepared applying the provisions pursuant to Consob Resolution
15519 of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.

Year ended
(amounts in euro thousand) Of which Of which
28 February with % 29 February with %
2017 Related- Weighting 2016 Related- Weighting
Parties Parties

Cash flow from operations


Profit (loss) for the year 11,587 (9,142) (78.9%) 10,642 (8,292) (77.9%)
Adjustments for:
Income taxes 2,675 6,499
Net financial expenses (income) 5,864 6,889
Amortization, depreciation and impairment losses 17,958 18,720
(Gains)/losses on the sale of property, plant and machinery (31) (35)
Other changes 3,766 3,766 100.0% 2,357 2,321 98.5%

41,819 (5,376) (12.9%) 45,072 (5,971) (13.2%)

Changes in:
-Inventories (5,178) (41,067)
-Trade receivables 151 (16) (10.6%) (2,399) 75 (3.1%)
-Trade payables 1,174 (2) (0.2%) 29,607 17 0.1%
-Other changes in operating assets and liabilities 23,488 (1,367) (5.8%) 32,445 (726) (2.2%)

Cash flows from (used in) operating activities 19,635 (6,761) (34.4%) 18,586 (6,605) (35.5%)

Income taxes paid - (4,206)


Interest paid (4,931) (4,765)

Net cash flow from (used in) operating activities 56,523 (6,761) (12.0%) 54,687 (6,605) (12.1%)

Cash flow from investing activities


Purchases of plant, machinery, equipment and other assets (23,479) (24,468)
Acquisition of intangible assets (4,419) (3,024)
Goodwill acquired against consideration - (193)
Proceeds from the sale of plant, machinery, equipment and other assets 61 131
Proceeds from the sale of assets held for sale - 924
Investments in equity and business units - (881)
Cash contributed as part of the merger - 6,270
Net cash flow from (used in) investing activities (27,837) - (21,241) -

Cash flows from financing activities


Increase in financial liabilities (4,137) (14,218)
Increase/(Decrease) in other financial liabilities 998 4,419
Increase/(Decrease) in shareholder loans (20,442) (20,442) 100.0% (1,172) (104) 8.9%
Distribution of dividends (3,880) (3,880) 100.0% -
Net cash flows from (used in) financing equivalents
Cash flow from operations (27,461) (24,322) 88.6% (10,971) (104) 0.9%

Increase/(Decrease) in cash and cash equivalents 1,225 (31,083) (2,537.4%) 22,475 (6,709) (29.9%)
OPENING CASH AND CASH EQUIVALENTS 35,441 12,966
Net increase/(Decrease) in cash and cash equivalents 1,225 22,475
CLOSING CASH AND CASH EQUIVALENTS 36,666 35,441

129
APPENDIX 4

Income Statement as at 28/02/2017 prepared applying the provisions pursuant to Consob Resolution 15519
of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.

Year ended
(amounts in euro thousand) Of which 29 Of which
28 February % %
non- February non-
2017 Weighting Weighting
recurring 2016 recurring

Revenue 1,660,495 1,557,210

Other income 6,360 2,414 38.0% 12,396 6,940 56.0%

Total revenue 1,666,855 2,414 0.1% 1,569,606 6,940 0.4%


Purchases of materials and external services (1,491,938) (14,231) 1.0% (1,427,404) (7,238) 0.5%
Personnel expenses (136,633) (4,695) 3.4% (133,961) (5,046) 3.8%

Changes in inventories 5,177 (1,062) (20.5%) 41,067


Other operating costs (5,377) (6,558)

Gross operating profit 38,084 (17,574) (46.1%) 42,750 (5,344) (12.5%)


Amortization, depreciation and impairment
losses (17,958) (18,720)

Operating profit 20,126 (17,574) (87.3%) 24,030 (5,344) (22.2%)

Financial income 358 286


Financial expenses (6,222) (7,175)

Pre-tax profit (loss) 14,262 (17,574) (123.2%) 17,141 (5,344) (31.2%)


Income taxes (2,675) (6,499)

Profit (loss) for the year 11,587 (17,574) (151.7%) 10,642 (5,344) (50.2%)

130
ATTESTATION OF THE FINANCIAL STATEMENTS OF THE UNIEURO S.P.A. AS AT
FEBRUARY 28, 2017, PURSUANT TO ARTICLE 81-TER OF THE CONSOB
REGULATION 11971 OF 14 MAY 1999 AS SUBSEQUENTLY AMENDED AND
INTEGRATED

The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive Officer
of Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive responsible for the
preparation of the Company’s financial statements, pursuant to Article 154-bis, paragraphs 3 and
4, of the Italian Legislative Decree 58 of 24 February 1998, hereby certify:

• the adequacy in relation to the characteristics of the company and


• the effective implementation of the administrative and accounting procedures for the
preparation of the full-year financial statements of the Company, during financial year 2017.

It is also certified that the full-year Financial Statements of the Company:

- have been drawn up in accordance with the international accounting standards recognised
in the European Union under the EC regulation 1606/2002 of the European Parliament and
of the Council, dated July 19, 2002;
- are consistent with the entries in the accounting books and records;
- provide an accurate and fair view of the assets and liabilities, profits and losses and
financial position of the issuer.

The directors’ report includes a reliable analysis of how the business has been carried out and
of its results, along with a description of the main risks and uncertainties for the Company.

Managing director and Chief Executive Officer Executive Officer Responsible for the preparation
of the financial statements of the company

Giancarlo Nicosanti Monterastelli


Italo Valenti

131
132
133
134
135
136
137
Annual Financial
Report
as at 28 February 2018
as at 28 February 2018
Annual Financial
Report
as at 28 February 2018
OMNICHANNEL
TOGETHERNESS
We are in lots of places in order to be close to you.

What makes us unique is that we were the first


to open channels between one point of contact
and another. Because, in one way or another,
everything in life is connected.

Welcome to the world of Unieuro, the largest


electronics omnichannel consolidator in Italy.
A world that you can access from anywhere,
however you like, whoever you are.

We have been helping you to experience the deep


emotions of the world of technology for over
70 years. Today we are showing you where our
journey on a path of continuous innovation has led.

WE ARE HERE,
BECAUSE WE WANT TO BE.
CONTENTS
Annual Financial Report
as at 28 February 2018

Unieuro at a glance

Letter from the Chief Executive Officer to Shareholders 6

Corporate Bodies 10

Highlights 14

Values 20

History 24

Investor Relations 30
Annual Financial Report as at 28 February 2018 4 - 5

Director’s Report 35

Consolidated Financial Statements 143

Attestation of the Consolidated Financial Statements 263

Report of the Independent Auditors on the Consolidated

Financial Statements 264

Report of the Independent Auditors on the Consolidated

Non-Financial Statements 271

Separate Financial Statement 275

Attestation of the Separate Financial Statement 392

Report of the Independent Auditors on the Separate

Financial Statement 393

Report of the board of Statuory Auditors to “Unieuro

S.p.A.”’s Shareholders’ meeting 401


LETTER FROM
THE CHIEF EXECUTIVE
OFFICER TO
SHAREHOLDERS
Dear Shareholders,

I am delighted on behalf of the Board of Directors and the entire management to


submit to you the extraordinary results recorded by Unieuro in the year ended
28 February 2018, the first year as a listed company following joining the Stock
Exchange in April 2017.

Consolidated revenues now close to €1.9 billion, a rise of 12.8% year on year and one
step closer to being the market leader, driven by the acquisition made during the
year, the opening of new sales outlets, as well as the growth of the online business,
in the context of the good performance of the network of stores.

Unequalled profitability in the segment, which has led Unieuro to generate an


Adjusted Consolidated EBIDTA of €68.9 million, equal to 3.7% of consolidated
revenues, albeit in a context of extensive online and offline promotions, with
resulting pressure on margins.

An impressive capacity to generate cash, demonstrated by a Consolidated


Adjusted Levered Free Cash Flow of €66.7 million, which has enabled the Company
to self-finance growth and distribute €20 million to shareholders in the form of
dividends, while maintaining a Net Financial Position almost at parity, essentially
stable compared with the end of the previous financial year and despite significant
investments in acquisitions and in direct stores network.

These excellent economic and financial results were achieved in an extremely


challenging market context, shaken by profound changes which are affecting retail
distribution in general and the consumer electronics and electrical appliances
retail segment in particular. The excessive fragmentation and competition of pure
online players, coupled with an unexpected setback in the growth rate of sector
revenues, is actually placing historic operators in crisis and accelerating a natural
selection among those which had the courage to innovate and those which have
not accepted the challenge of digitalisation, ending up having to undergo it.

While many players are facing difficulties that are sometimes devastating and that
they have usually not experienced until now, Unieuro is on the fast track going
against the prevailing trend, leveraging a centralised and winning business model
and a wholeheartedly omnichannel approach, totally benefiting customers and
their increasingly personalised shopping experiences.
At a glance 6 - 7

Our strategy, which is forward-looking because it is based on market growth and


proactive consolidation, translated into reaching new and important industrial
targets: direct and indirect sales outlets, located throughout the mainland, reached
497 thanks to both 7 newly opened stores and the significant acquisitions completed
during the financial year, involving a total of 40 former Euronics stores, a former
Trony flagship store and the e-tailer Monclick.

An expansion process that is by no means over, given that, in continuity with a


corporate history dotted with successful acquisitions, there are many opportunities
for growth that we must and want to take advantage of: today Unieuro is the only
Italian organisation able to play the role of protagonist in the consolidation of the
sector, the only one able to selectively integrate smaller entities throughout Italy,
with the aim of replicating what other leading companies have done abroad: an
expansionist and omnichannel approach is actually the only possible response to
the transformation of consumer habits.

Alongside this we will continue to invest in innovation to digitalise our stores and
develop advanced features for the online platforms with the goal of making each
customer’s omnichannel experience increasingly more practical and pleasant. The
level of service will gain a further impetus from the inauguration, planned for the
end of summer, of the new Piacenza logistics platform: a structure that is twice the
size of the current one, with cutting-edge technology and capable of synergically
supporting the growth of all channels. People will remain at the centre of our
development initiatives, in the awareness that a motivated, prepared team can
make a difference, nowadays even more than in the past.
In the light of income and financial dynamics that are positive in all aspects, good
growth prospects and a strategy that has proved itself to be successful, we can
confirm that we are satisfied and confident of being able to continue to create value
for all our stakeholders, starting with our shareholders to whom this year too we
plan to distribute a particularly generous dividend.

The financial market, currently the majority shareholder of Unieuro by virtue of a free
float consistently above 50%, has demonstrated that it appreciates our equity story
and believes in the ambitious strategic goals we have set ourselves, as confirmed
by the good liquidity of the stock and the success of the two share placements in
2017. Our aim is to continue to reward this confidence, demonstrating that we are
worthy of the faith placed in us.

26 April 2018 Giancarlo Nicosanti Monterastelli


Chief Executive Officer
WE ARE HERE TO CONTINUE
ALONG THE PATH OF INNOVATION
TRAVEL CHANNEL

11 direct stores at 6 of the main Italian airports and


at Porta Nuova railway station in Turin.
CORPORATE BODIES

BOARD OF DIRECTORS

• Chairman of the Board of Directors Bernd Erich Beetz


• Chief Executive Officer Giancarlo Nicosanti Monterastelli
• Non-Executive Director Robert Frank Agostinelli
• Non-Executive Director Gianpiero Lenza
• Non-Executive Director Uwe-Ernst Bufe
• Independent Director Stefano Meloni
• Independent Director Marino Marin

CONTROL AND RISK COMMITTEE

• Non-Executive Director Gianpiero Lenza


• Director possessing the requirements Marino Marin
of independence indicated by the TUF
and the Corporate Governance Code
• Chairman of the Committee and Director Stefano Meloni
possessing the requirements of independence
indicated by the TUF (“Consolidated Finance
Law”) and the Corporate Governance Code

NOMINATIONS AND REMUNERATION COMMITTEE

• Non-Executive Director Gianpiero Lenza


• Director possessing the requirements Marino Marin
of independence indicated by the TUF
and the Corporate Governance Code
• Chairman of the Committee and Director Stefano Meloni
possessing the requirements of independence
indicated by the TUF (“Consolidated Finance
Law”) and the Corporate Governance Code
At a glance 10 - 11

RELATED PARTY TRANSACTIONS COMMITTEE

• Independent Director Marino Marin


• Independent Director Stefano Meloni

BOARD OF STATUTORY AUDITORS

• Chairman Maurizio Voza


• Statutory Auditor Giorgio Gavelli
• Statutory Auditor Luigi Capitani
• Alternate Auditor Sauro Garavini
• Alternate Auditor Giancarlo De Marchi

SUPERVISORY BODY

• Chairman Giorgio Rusticali


• Members: Chiara Tebano
Raffaella Folli

AUDIT COMPANY KPMG S.p.A.


WE ARE HERE TO MAKE YOU
EVERYTHING MORE SIMPLE
B2B CHANNEL

A service dedicated to Italian


and foreign large corporate clients.
HIGHLIGHTS

Product categories

GREY WHITE BROWN


Telephones, computers Major and small Televisions and
and photography domestic appliances media storage

SERVICES OTHER PRODUCTS


Delivery, installation, Consoles, video games,
warranty, consumer DVDs and houseware
credit

Sales Values in millions of Euros

2017/18 1,873.8
+12.8%
2016/17 1,660.5

225 272
Direct Operated Stores Affiliated Stores
At a glance 14 - 15

Revenues by channel Revenues by category

Retail: 70.9% 1,327.9 €m Grey: 46% 862.5 €m


Wholesale: 11.7% 218.5 €m White: 26.4% 494.3 €m
Online: 9.9% 185.0 €m Brown: 18.6% 348.4 €m
B2B: 6.3% 118.9 €m Services: 3.5% 65.8 €m
Travel: 1.3% 23.6 €m Other products: 5.5% 102.8 €m

Founded at the end of the Thirties by Vittorio Silvestrini, Unieuro S.p.A. is currently the
largest omnichannel distributor of consumer electronics and domestic appliances
by number of stores in Italy, with a strongly centralised business model and an omnichannel
approach.

1937

Opening Centralisation Omnichannel


of the first store Retail
Adjusted EBITDA Values in millions of Euros

2017/18 68.9
+5.4%
2016/17 65.4

Adjusted net income Values in millions of Euros

2017/18 39.4
+8.5%
2016/17 36.3

Values in millions of Euros


Net financial debt

2017/18
4.5
+2.5 €m
2016/17
2.0

Adjusted levered free cash flow Values in millions of Euros

2017/18 66.7
+67.8%
2016/17 39.7
At a glance 16 - 17

Net working capital Values in millions of Euros

2017/18 -205.3
+37.1%
2016/17 -149.7

VISION

The Company is continuing along its path of profitable growth


by increasing its market share in the categories most valued
by customers, focusing on the importance of customers and
the opportunities offered by its omnichannel approach.

MISSION

Thanks to the suitability and accommodating


nature of its people, its extensive presence, its
broad product range, the capacity to organise the
items on offer in an appealing, clear and significant
way, Unieuro is the retail brand that knows how to
combine the requirements of the people of today
with the technological solutions of tomorrow.
WE ARE HERE TO TAKE YOU TO THE FUTURE,
WHEREVER YOU’RE HEADING
ONLINE CHANNEL

Unieuro.it digital platform,


the e-tailer Monclick.it.
VALUES
We really put people at the heart of things.

PASSION PROXIMITY

In the desire to do, Both territorial and


grow, anticipate in understanding the
needs of customers,
always and exactly

EXPERIENCE COMMITMENT

The fruit of eighty In activities, in actions


years of history and and to the community
tradition

99% 4,575
Brand Awareness Employees
At a glance 20 - 21

RESPONSIBILITY

Bringing technology to the service of everyone’s


life implies a deep sense of responsibility and
commitment, which goes beyond a simple
mission. For this reason, in 2016 Unieuro created
the “No Cyberbullying” project conceiving and
promoting the #connectedhearts tour with the
State Police.

An initiative that, since the launch, has been


reaching 22 cities throughout Italy, informing
and raising the awareness of thousands of young
people over the responsible and well-informed
use of smart phones, tablets and PCs.

7.3 Fidelity cards issued


million
WE ARE HERE TO GIVE YOU
ENTHUSIASTIC ADVICE
RETAIL CHANNEL

A network of 214 direct stores,


throughout Italy.
HISTORY

Unieuro’s roots are based in the entrepreneurial history of the Silvestrini family, who, over
the course of the years, knew how to grow the business gradually, anticipating market
trends getting strategically stronger.
When the private equity Rhône Capital fund joined the Company launched a path of
external and internal growth which led to it reaching a national leadership position.

The foundation
Vittorio Silvestrini opened the first store in Brisighella (Ravenna)
30’s - 50’s
for the retail sales of gas ovens, wood-fired stoves, radios and
sewing machines. In 1958, the first retail and wholesale point
of sale was launched.
The generational change and the launch of the path of growth
In 1973, Giuseppe and Maria Grazia Silvestrini took over the
helm of the business from their father Vittorio. Between 1979
and 1980, they launched an initial growth path through the
establishment of C.I.D.E.L. s.n.c. di Silvestrini Maria Grazia & C.
which, in 1980, became S.G.M. Distribuzione S.r.l. (the current
Unieuro S.p.A.).

Consolidation
2000 S.G.M. Distribuzione S.r.l. became part of Expert Italy S.p.A.
-
2001 Consortile, in a short time becoming one of the main consortia
in terms of sale volumes thanks to the opening of new points
of sale mainly in Northern and Central Italy. The chain adopted
the new Marco Polo-Expert brand.
In 2001, the physical stores in the chain were supported by
e-commerce activity through the launch of the marcopoloshop.
it platform, the website in Italy that pioneered the multichannel
approach thanks to the in-store pick up service.

The entry of Rhône Capital


The international investment fund Rhône Capital II L.P. acquired
2005 the entire share capital of S.G.M. Distribuzione S.r.l. and Marco
Polo S.r.l. with control later going to Venice Holdings S.r.l.,
invested in by the Silvestrini family and management through
a minority shareholding.
At a glance 24 - 25

External growth
2007 S.G.M. Distribuzione signed a series of strategic acquisitions
-
2012 from several important players (Consumer Electronics S.p.A.,
Eldo Italia S.p.A. and a group of four Italian companies
operating in the sector) which led to the chain quadrupling the
number of points of sale managed directly, going from 21 in
2006 to 81 in 2013.

The new Unieuro


2013
- In October 2013, S.G.M. Distribuzione bought from Dixons -
2014 an English group active in the consumer electronics sector -
100% of the then UniEuro, a chain of 94 points of sale located
throughout Italy and founded in 1967 in Alba, Piedmont.

The integration of UniEuro and S.G.M. Distribuzione, led to


the new Unieuro, as it is currently known. An intense path of
rationalisation of the business was launched which led - in just
four months - to the unification of the headquarters in the
sole centre of Forlì and of the centralised logistics centre in
Piacenza.

In 2014, Unieuro abandoned the consortium Expert Italy S.p.A.


Consortile to focus on its own brand, already strong and with
a very good recognition at national level. This decision was
followed by the launch of a rebranding campaign which also
involved all the stores previously managed under the Marco
Polo banner, with a consequent relaunch.
The expansion continues
2015 In 2015, Unieuro entered into a new market segment, retail
-
2016 travel, buying eight stores located in Milan Linate, Milan
Malpensa and Rome Fiumicino airports from Dixons Travel S.r.l.
In 2016, through the merger between SGM Distribuzione Srl
and UniEuro Srl the process of the creation of the new Unieuro
was brought to an end and the company became a limited
company.
The new e-commerce platform was launched with the
complete restyling of the unieuro.it website and the launch of
the new app.

The acquisition of Monclick


In February Unieuro signed an agreement for the acquisition
2017
of 100% of Monclick, one
of the leading online operators in Italy active in the market of
consumer electronics and B2B2C online market. The acquisition
is of great strategic because it enables Unieuro to significantly
increase sales in the online segment thereby strengthening its
position in the domestic market.

Admission to the stock exchange


On 4 April 2017 Unieuro shares - with the ticker UNIR - made
their début on the STAR segment of the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A.
through a placement aimed at Italian and international
institutional investors.

The acquisition of 41 new stores


Through three different acquisitions, Unieuro kept on pursuing
its external growth strategy, with the goal of
increasing the coverage of the network and taking advantage
of the synergies gained from the high degree of centralisation
of the business model.

In April, the Company signed the acquisition of 21 former


Euronics stores from Andreoli S.p.A., located in Southern
Lazio, Abruzzo and Molise regions.
At a glance 26 - 27

In June, it was the turn of a flagship store in the Euroma2


shopping mall, formerly operated under the Trony banner.

Finally, in October, a business unit comprising 19 direct stores in


Marche and Emilia Romagna regions was acquired from Gruppo
Cerioni S.p.A., a former member of Euronics buying group.

The new shareholding structure


After the sale of an additional 17.5% of the share capital,
the majority shareholder Italian Electronics Holdings took
the free float to 52% of the share capital before demerging,
one month later. The demerger improved transparency of
Unieuro chain of control and underlined the Top Management
involvement in the Company’s shareholding structure.

The redefinition of credit facilities


In December, Unieuro subscribed new credit facilities
for a total of € 190 million with a banking syndicate, at
considerably more beneficial conditions and with the aim of
supporting future growth. The existing credit facilities was
instead completely redeemed.
WE ARE HERE TO WORK
TOGETHER WITH YOU
WHOLESALE CHANNEL

172 affiliated stores, using the Unieuro


and Unieuro City brands.
Investor Relations
Main data as at 28 February 2018

Listing: Italian Stock Exchange, STAR Segment


Ticker: Borsa Italiana UNIR; Bloomberg UNIR:IM; Reuters UNIR.MI
ISIN: IT0005239881

Share Capital: Euro 4,000,000


No. of Shares: 20,000,000

Performance since
the IPO: +18.36%
FY 2016/17 dividend: Euro 1.00 per share
Absolute return since
the IPO: +27.45%

FY 2017/18*
average price: Euro 14.73
FY 2017/18* daily
average volumes: 157,414 shares
FY 2017/18* daily
average turnover: Euro 2,350,818

Specialist: Mediobanca S.p.A.

* starting from the first day of listing: 4 April 2017


At a glance 30 - 31

SHARE PERFORMANCE

20

18

16

14

12

10

0
03. APR. 2017

MAY 2017

JUNE 2017

JULY 2017

AUG. 2017

SEPT. 2017

OCT. 2017

NOV. 2017

DEC. 2017

JAN. 2018

28. FEB. 2018


Unieuro share Ftse Star Index Volume = Dividend

OWNERSHIP STRUCTURE

Main shareholders as at 28 February 2018 (holding more than 2% of the Share Capital),
according to available information, are:

Shareholder

Rhône Capital
(through Italian Electronics Holdings S.à.r.l.) 33.8 %

Dixons Carphone plc (through Alfa S.r.l.) 7.2 %

Silvestrini family
(through Alexander S.r.l. and Victor S.r.l.) 4.7 %

Unieuro Management 2.3 %

Free float 52.0 %


WE ARE IN EACH
OF THESE PLACES
BECAUSE FOR YOU
THEY ARE ONE WORLD
Unieuro’s omnichannel innovation came about
because people nowadays want to move with
increasing ease through physical and digital
channels.

There is no algorithm that can predict exactly


how people will behave in the future.
What we do know is that we want to continue
to be where you want to be together with
technology.
DIRECTOR’S
REPORT
INDEX
Director’s Report

1. Introduction 38

2. Procedural note 39

3. Accounting policies 40

4. Profile of the Unieuro Group 43

5. Strategy and business model 45

a. Local presence 45

b. Maximising the customer experience 46

c. Retail Mix 47

6. Market performance 49

7. Group operating and financial results 52

7.1. Consolidated revenues 52

7.1.1. Consolidated revenues by channel 52

7.1.2. Consolidated revenues by category 54

7.2. Consolidated operating profit 55

7.3. Non-recurring income and expenses 58

7.4. Net income 60

7.5. Cash flows 62

7.5.1. Consolidated Adjusted Levered Free Cash Flow 62

8. Statement of Financial Position 65

9. Performance of Unieuro 69
Director’s Report 36 - 37

10. Reconciliation statement of shareholders’ equity

and net result of the parent company with

shareholders’ equity and net result pertaining to the group 71

11. Investments 72

12. Corporate governance and ownership structures 73

13. Information on related-party transactions

and non-recurring, atypical or unusual transactions 74

14. Information on corporate bodies 82

14.1 Stock option plans 82

14.2 Treasury shares and holding Unieuro shares 85

15. Staff-related information 86

16. Management and coordination activities 88

17. The main risks and uncertainties

to which the Group is exposed 89

17.1 Strategic and operational risks 89

17.2 Financial risks 91

17.3 Legal and non-compliance risks 92

18. Significant events during and after the year 94

19. Foreseeable operating evolution 98

20. Consolidated non-financial statement

of the Unieuro Group 99


1. INTRODUCTION
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017.

The company Unieuro S.p.A. (hereinafter referred to as the “Company” or “Unieuro” or


“UE”) is a company under Italian law with registered office in Forlì in Via V.G. Schiaparelli
31, operating in the retail and online distribution of electric appliances and consumer
electronics.

The company Monclick S.r.l. (hereinafter also “Monclick” or “MK”) wholly-owned by


Unieuro, is a company under Italian law with its registered office at Vimercate in Via
Energy Park 22, which is active in sellingonline I.T. products, electronic, telephone system
products and appliances in Italy through its website www.monclick.it.

On 4 April 2017, Italian Electronics Holdings S.r.l. placed on the MTA (telematic stock
market) – STAR Segment of Borsa Italiana S.p.A. 31.8% of the share capital of Unieuro
S.p.A., equal to 6,363,637 ordinary shares at a price of €11 per share.

From 3 May 2017, the greenshoe option granted by Italian Electronics Holdings S.r.l. was
partially exercised by 537,936 shares compared with the 636,363 shares that had been
the object of the Over Allotment. The purchase price of the shares that were the subject
of the greenshoe option was €11.00 per share, which corresponds to the offer price that
was set for the placement, totalling €5.9 million. The share settlement relative to the
greenshoe option took place on 8 May 2017.

Therefore, the placement covered a total of 6,901,573 ordinary shares of Unieuro S.p.A,
equal to 34.51% of the share capital, for a total value of approximately €75.9 million.

On 6 September 2017, Italian Electronics Holdings S.r.l. placed, under an accelerated


bookbuilding procedure, 3,500 thousand ordinary shares, corresponding to 17.5% of the
share capital of Unieuro, at the price of €16 per share. The settlement of the transaction
took place on 8 September 2017. The total amount was €56.0 million.

On 17 October 2017, the partial demerger of Italian Electronics Holdings S.r.l. in favour of
eight newly incorporated companies became effective. Subsequently, Italian Electronics
Holdings S.r.l. transferred its registered office to Luxembourg, changing its company name
to Italian Electronics Holdings S.à.r.l. (hereinafter also “Italian Electronics Holdings”) and
has entered into a reverse merger with International Retail Holdings S.à.r.l.. Following the
above transactions, it is 100% indirectly owned by the private equity fund Rhône Capital.

As at the date of this Annual Report, Italian Electronics Holdings owns a shareholding of
33.82% in Unieuro, which, in the light of the shareholding structure, means it maintains ex
art. 93 TUF control of Unieuro.
Director’s Report 38 - 39

2. PROCEDURAL NOTE
Below in this Directors’ Report on operations is information on consolidated revenues,
consolidated profitability and balance sheet and cash flows of the Unieuro Group as at
28 February 2018 compared with the figures of Unieuro S.p.A. for the previous financial
year ended 28 February 2017.

Unless otherwise indicated, all amounts are stated in millions of Euros. Amounts and
percentages were calculated on amounts in thousands of Euros and, thus, any differences
found in certain tables are due to rounding.
3. ACCOUNTING POLICIES
This Annual Report, as at 28 February 2018, was prepared in compliance with the
provisions of Article 154-ter, paragraph 5 of Legislative Decree 58/98 – T.U.F. – as
amended and supplemented – and in compliance with Article 2.2.3. of the Stock
Exchange Regulation.

The accounting standards used by the Group are the International Financial Reporting
Standards endorsed by the European Union (“IFRS”) and the application of Legislative
Decree 38/2005 and other CONSOB provisions on financial statements, in accordance
with the amortized cost criterion (with the exception of derivative financial instruments
valued at current value) as well as the assumption of business continuity.

To facilitate the understanding of the Group’s economic and financial progress, some
Alternative Performance Indicators (“APIs”) are indicated. For a correct interpretation
of the APIs, note the following: (i) these indicators were created exclusively on the
basis of the Group’s historical data and are not indicative of future performance, (ii)
the APIs are not specified in IFRS and, while they are derived from the consolidated
financial statements, they are not audited, (iii) the APIs should not be considered a
substitute of the indicators required by established accounting standards (IFRS), (iv)
these APIs must be read in conjunction with the Group’s financial information taken
from the consolidated financial statements, (v) since the definitions and criteria used to
determine the indicators used by the Group are not based on established accounting
standards, they may not be standardised with those used by other companies or groups
and, thus, they may not be comparable with those that may be presented by such
entities and (vi) the APIs used by the Group continue to have the same definitions and
descriptions for all years for which financial information is included in the consolidated
financial statements.

The APIs reported (Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA


margin, consolidated adjusted profit (loss) for the year, net working capital, consolidated
adjusted levered free cash flow, net financial debt and net financial debt/consolidated
adjusted EBITDA) have not been identified as IFRS accounting measures and, thus, as
noted above, they must not be considered as alternative measures to those provided
in the Group’s financial statements to assess their operating performance and related
financial position.

Certain indicators are referred to as“Adjusted”, to represent the Group’s management


and financial performance, net of non-recurring events, non-characteristic events and
events related to extraordinary transactions, as identified by the Group. The Adjusted
indicators indicated consist of: Consolidated Adjusted EBITDA, Consolidated Adjusted
EBITDA Margin, Consolidated Adjusted profit (loss) for the year, Adjusted Levered Free
Cash Flow and Net financial debt/Consolidated Adjusted EBITDA. These indicators
reflect the main operating and financial measures adjusted for non-recurring income
and expenses that are not strictly related to the core business and operations and for
the effect from the change in business model for extended warranty services (as more
Director’s Report 40 - 41

fully described below in the API “Consolidated adjusted EBITDA”) and, thus, they make
it possible to analyse the Group’s performance in a more standardised manner in the
years reported in the annual report.

Main financial and operating indicators1

Year ended

(Amounts in euro million) 28 February 2018 28 February 2017

Operating indicators

Consolidated revenues 1,873.8 1,660.5

Consolidated Adjusted EBITDA 2 68.9 65.4

Consolidated Adjusted EBITDA Margin3 3.7% 3.9%

Consolidated profit (loss) for the year 11.0 11.6


Adjusted Consolidated Profit
(Loss) for the year4 39.4 36.3
Indicators from statement
of financial position

Net working capital (205.3) (149.7)

Net financial debt (4.5) (2.0)


Net financial debt/Adjusted
Consolidated LTM EBITDA 5 0.07x 0.03x

Cash flows
Consolidated Adjusted levered
free cash flow6 66.7 39.7

Investments for the year (37.3) (27.9)

1
Adjusted indicators are not identified as accounting measures in the IFRS and, thus should not be
considered as alternative measures for assessing the Group’s results. Since the composition of these
indicators is not governed by established accounting standards, the calculation criterion applied by the
Group might not be the same as that used by other companies or with any criterion the Group might use
or create in the future, which therefore will not be comparable.
2
Consolidated Adjusted EBITDA is Consolidated EBITDA adjusted (i) for non-recurring expenses/(income)
and (ii) the impact from the adjustment of revenues for extended warranty services net of related
estimated future costs to provide the assistance service, as a result of the change in the business model
for directly managed assistance services. See paragraph 7.2 for additional details.
3
The Consolidated Adjusted Margin is the ratio of Consolidated Adjusted EBITDA to revenues.
4
The Adjusted Consolidated Profit (Loss) for the year is calculated as the Consolidated Profit (Loss) for
the year adjusted by (i) the adjustments incorporated in the Consolidated Adjusted EBITDA, (ii) the
adjustments of the non-recurring financial expenses/(income) and (iii) the theoretical tax impact of these
adjustments.
5
In order to guarantee the comparability of the Net financial debt/Adjusted Consolidated LTM EBITDA
indicator the Consolidated Adjusted EBIDTA figure for the last twelve months was taken into consideration.
6
Consolidated adjusted levered free cash flow is defined as cash flow generated/absorbed by operating
activities net of investment activities adjusted for non-recurring investments and other non-recurring
operating flows and including adjustments for non-recurring expenses (income) and net of their non-cash
component and the related tax impact. See paragraph 7.5 for additional details.
Year ended

(Amounts in euro million) 28 February 2018 28 February 2017

Operating indicators for the year

Like-for-like growth (as a %)7 (1.9%) 3.3%

Direct points of sale (number) 225 180

of which Pick Up Points8 (number) 214 169

Affiliated points of sale (number) 272 280

of which Pick Up Points 8 (number) 181 212


Total area of direct points of sale
(in square metres) about 333,000 about 276,000

Sales Density9 (Euros per square metre) 4,659 4,630


Full-time-equivalent employees10
(number) 4,018 3,395

7
Like-for-like growth: method for comparing sales of direct points of sale including click-and-collect sales
for the current year, with sales for the previous year for the same number of points of sale and, thus, in
accordance with the criterion of being operational for at least 26 months.
8
Physical pick-up points for customer orders using the online channel.
9
This indicator is obtained from the ratio of annual sales generated by direct points of sale to the total area
devoted to sales in all direct points of sale.
10
Average annual number of full-time-equivalent employees.
Director’s Report 42 - 43

4. PROFILE OF THE
UNIEURO GROUP
The Unieuro Group came into existence following the acquisition by Unieuro S.p.A. of the
entire share capital of Monclick S.r.l., consolidated from 1 June 2017.

Unieuro S.p.A. was founded at the end of the 1930s by Vittorio Silvestrini and is now
the largest Italian chain of consumer electronics and appliances by number of points
of sale and it operates as an integrated omnichannel distributor in four major product
segments: Grey (telephone systems, computers and photos), White (large and small
appliances), Brown (consumer electronics and media storage), Other Products (consoles,
video games, bicycles), offering a wide range of services alongside such as delivery and
installation, extended warranties and consumer financing.

Monclick S.r.l. sells I.T., electronic and telephone system products and appliances online
in Italy through its website www.monclick.it, offering a catalogue with over 70,000 items
and guaranteeing a comprehensive purchasing experience, completed through the home
delivery and installation of the chosen product. It also operates in the segment known as
B2B2C, where the customers are operators which need to purchase electronic products
to distribute to their regular customers or employees to accumulate points or participate
in competitions or incentive plans.

The Group’s mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a
strategic approach focusing on accessibility, a local presence and nearness.

The Group adopts an omnichannel approach for this, placing a variety of integrated
purchasing methods at the disposal of customers in order to accommodate increasingly
destructured and personal purchasing processes. In addition to the extensive network
of direct sales outlets (Retail and Travel channels11) and indirect (Wholesale channel)
which, as at 28 February 2018, numbered 497 sales outlets including 225 direct and 272
branches, Unieuro has an online channel operating through the digital platform unieuro.
it - which allows customers to order products and opt for home delivery or collection
at a direct sales outlet of branch – and the e-tailer Monclick. The Group’s products are
completed by the B2B channel, targeting professional domestic and foreign customers
that operate in industries other than those where the Group operates, such as banks and
hotel chains, including the B2B2C segment.

Unieuro operates using the same name brand, which was revitalised in 2014 with a new
graphic identity and new positioning and which reached a 99% brand awareness level
also thanks to the unique and memorable pay-off, “Batte. Forte. Sempre”.

11
The Travel sales channel sells products through major public transportation hubs through direct points of sale.
Buoyed by a distinctly centralised business model which is a distinctive element in the
Italian scenario, Unieuro S.p.A. has unique headquarters in Forlì and a single logistics
centre in Piacenza, at the service of all the sales channels.

The Group has a staff of more than 4,600 employees and consolidated revenues which,
in the year to 28 February 2018, reached €1.9 billion. This has been possible thanks to
both the organic growth, especially in e-commerce and, thanks to the consolidation
strategy undertaken, that led to Unieuro acquiring a total of 41 stores during the year
previously managed by competitors, confirming it as the main omnichannel consolidator
of consumer electronics in Italy.

Since April 2017, Unieuro’s shares have been listed on the STAR segment of the Milan
Stock Exchange, with a free punctual float equal to 52% of the Company’s share capital.
Director’s Report 44 - 45

5. STRATEGY AND
BUSINESS MODEL
The financial year ended 28 february 2018 saw the strengthening of the Group’s
Omnichannel strategy. In this year, the focus was also on the profitable growth of the
business, increasing the market share in product categories supporting market trends
and developing the key importance of customers thanks to the opportunities offered by
the Omnichannel approach.

By leveraging its unique assets, the Group is seen as a natural consumer electronics
market consolidator due in part to a process of focusing on strategic priorities, the pillars
of which still are:

- Local presence
- Maximising the customer experience
- Retail Mix

a. Local presence
The Group recognises that it is witnessing a structural change in the market and shopping
habits of consumers. In fact, there is a paradigm shift going on in the market: the Internet
enhances customer awareness in terms of product knowledge, opens new opportunities
for streamlining the process of obtaining information and the shopping process and it
is actually changing the relationship between customers and manufacturers, but also
between customers and retailers.

In this changing market environment, being close to customers becomes a strategic


factor in order to ensure better coverage of contact touchpoints.

The purpose of the process of developing a network of direct and indirect points of sale
is to achieve market penetration in areas currently not covered and also to enhance the
brand’s image, including through the development of differentiated formats that promote
the aspect of providing local stores.

In this regard - to support its market expansion and consolidation strategy - continuing
the analysis of activities in Italy - in this financial year too new sales outlets were
opened (21 sales outlets purchased from Andreoli S.p.A., in composition with creditors,
operational since 1 July 2017; 1 flagship store in the Euroma2 shopping centre, 19 sales
outlets purchased from Gruppo Cerioni S.p.A plus the new openings in the period in
question, totalling 5 retail sales outlets in Bergamo, Novara, Genoa, Rome Trastevere and,
most recently, on 8 December, in Modena).

The Travel segment was also expanded with new openings at the airports of Capodichino
and Orio al Serio as well as the sales outlet located at the Turin Porta Nuova railway
station, which opened at the end of the previous financial year.
The concept of a local presence, i.e., integration in the digital ecosystem (from search
engines to the major social networks) was also introduced in the online segment. In
addition, the position of the digital channel was strengthened during the year thanks to
the acquisition of Monclick S.r.l..

Unieuro’s widespread physical network has therefore become a fundamental asset in


the omnichannel context, making it effectively possible to offer its customers the option
of ordering products at www.unieuro.it and picking up products at the closest physical
point of sale. During the year, the number of pick-up points increased by 3.7% from 381
to 395.

A factor facilitating the omnichannel strategy is a flexible, scalable centralised logistics


process as well as the high recognition and popularity of the Unieuro brand.

The improvement of total awareness and strong leadership in the total recall of advertising
as compared with competitors has made it possible to increase the intention to buy by
one percentage point over the previous year.

b. Maximising the customer experience


In this new market environment, it is essential to maintain the various touchpoints of
interaction with customers to create a competitive advantage based on solutions aimed
at satisfying the needs of consumers who are able to take advantage of the integration
of channels and support it.

A structured process of gathering feedback from customers is used to set the direction of
change and optimise the various touchpoints. Through the establishment of new customer
satisfaction and data analysis metrics, customers are driving the ongoing improvement
process and positioning the company as a leader in the customer experience in the retail
segment.

In this context, the Group has developed a scalable layout of its point of sale that can be
adapted to various available structures (from a nearby store to a megastore) and that
facilitates the path followed by the customer in the store giving him/her easy access to
key products and creating areas to handle products in order to compare them.

The Unieuro Group’s commitment to spread this efficient and unique layout is also
reflected in the work programme for stores that each year includes the remodelling and
relocation of its points of sale to maintain their popularity. During the year, 11 direct and
19 indirect points of sale were also remodelled, and 3 points of sale were relocated to
structures that better meet customer needs.

Points of sale have taken on a new role with a high emphasis on testing activities and they
have become a place where the vertical product skills of the sales staff can be leveraged
to provide purchase recommendations.

The process of developing the e-commerce division has in fact leveraged the concept of
Director’s Report 46 - 47

a flexible approach to using media and various touchpoints involving the affirmation of
several devices in the process of searching for information and closing the purchase. The
restructuring of the communications strategy involving the revamped site and the new
App (900,000 downloads) made it possible to optimise sales performance with a growth
rate greater than that of the entire online sector. The user experience tends to emphasize
product research and maximise conversion rate by facilitating the purchase process on a
site that had 72 million visitors in the year ended 28 February 2018.

This development process is accompanied by measures aimed at fostering the


digitalisation of stores through plans for the convergence of physical and digital stores
and the implementation of new online communication tools.

The goal is therefore to offer an increasingly personalised purchasing experience, based


on the analysis of customer behaviour and preferences. Specifically, with the goal of
becoming the leader in customer experience in the consumer electronics segment the
Group launched a process of continuous improvement for the service offered based on
listening to customer feedback (Voice of Customer Project). This made it possible to
analyse the insights that emerged to maximise customer base engagement opportunities
segmented according to the journey (pure digital, smart, multichannel, pure traditional,
careful multichannel). The project included:
• The involvement of 362 stores (both direct and indirect channels)
• The sending of 380,000 emails
• The analysis of data from 34,300 one-off customers who gave their assessment (an
average score of 8.2 out of 10)
• Breakdown of the direct channel overall NPS score12 (40%) per individual point of sale
• Implementation of corporate and local projects with feedback to improve the customer
experience based on the insights that emerged

The strong trust built with its customer base is reflected in the high number of members
in the UnieuroClub loyalty programme, which has also made it possible to support the
personalisation of the strategy to sign up customers.

c. Retail Mix
The Unieuro Group is able to offer its customers a broad range of appliances and
consumer electronics goods and is one of the leading operators with points of sale in
terms of the breadth and completeness of products offered to customers. The proven
experience in buying processes together with a natural market concentration process
also made it possible during the year to enhance procurement planning procedures,
adopt a supplier selection process and implement the necessary controls to ensure the
ongoing verification of product performance and the service offered. On the one hand,
this has made it possible to strengthen the long-term relationship with vendors, who see

12
Net Promoter Score (NPS) is an indicator of customer experience, based on customer surveys using a single
question: “How likely would you recommend Unieuro to a friend or colleague? The assumed value of the NPS
ranges from -100 (in the case of all customers being brand detractors) to +100 (in the opposite case, all cu-
stomers are brand promoters). In view of its nature, NPS also assumes a predictive value with reference to the
future development of the business.
the Group as a reliable strategic partner capable of marketing their products and on the
other hand to:
• continue to optimise product assortment, pricing policies and promotions to enhance
synergies between channels in order to encourage the further strengthening of the
brand including through exclusive agreements with suppliers;
• focus growth on product lines in merchandise categories supporting market trends
allowing for an increase in its share;
• expand the availability of additional services currently offered to customers (e.g.
installation and set-up services, extended warranty services, consumer credit services
and the signing of phone contracts) to increasingly augment customer satisfaction.

The diversification of the distribution structure and the business model as a function of
the customer base (direct or indirect point of sale, local stores or megastores) is also
emphasized by diversifying assortment. The product range is specialised on the basis of
the store structure; for example, travel points of sale have a greater focus on telephone
systems and accessories. Over the years, Unieuro has been able to select a mix of points of
sale suited to its various customer bases and it will continue to carefully select distribution
structures and from time to time will assess the distribution structure most suitable for
specific locations.
Director’s Report 48 - 49

6. MARKET
PERFORMANCE13
The durable goods market in Italy has undergone a process of profound change in recent
years. The establishment of new buying behaviour and the flexibility of the touchpoints
that customers come into contact with are the main drivers of the change in consumer
trends which, together with the structural fragmentation of operators, are a feature of the
sector in Italy. The success of new promotional forms such as Black Friday have changed the
seasonality of the market, at the expense of performance in December and partly in October.

The structure of players operating in the market allows segmentation into the channels
indicated in the following table.

CHANNEL DESCRIPTION
• Large area, Multi-category Retailers: consumer electronics
is noi necessarily the core business
MASS MERCHANDISERS
• Hypermarkets; Supermarkets; Multi-category stores; Internet
Pure Player
• Consumer Electronics is The Core Business
• Large format shops (over 800 sqm and with a minimum
TECH SUPERSTORES
turnover of 2.5 million Euros)
• Predominantly Specialised Chains and Purchasing Groups
• Consumer Electronics is The Core Business
• Small format shops (under 800 sqm and with a turnover of
ELECTRICAL SPECIALISTS less than 2.5 million Euros)
• Predominantly Specialised Chain or Purchasing Group
Affiliates and above al lndependent Entrepreneurs.
• Consumer electronics is not the core business but specialises
TELECOM RETAILERS in the Telecom category
• They offer telephony products in combination with other services
• Consumer electronics is the core business, specialising in the
OTHER SPECIALISTS following segments: IT; Photography; Entertainment
• Small format shops often found in city centres

Last year, the Unieuro Group redefined its competitive arena thanks to operations that
reinforced its positioning in the retail market. In the Consumer segment its presence
in the Tech Superstore and the Electrical Specialist channel was strengthened thanks
to the opening of 7 new points of sale and the acquisition of 41 points of sale taken
over by Buying Group (an association of businesses operating under the same banner
but independent in entrepreneurial terms) while in the Online segment thanks to the
acquisition of Monclick S.r.l. the Unieuro Group reinforced its competitive position. The
Unieuro Group also operates in the B2B segment and markets services (warranties,
financing, etc.) and products which do not come under the scope of consumer
electronics.
The Omnichannel consolidation strategy rewarded the Group which, despite a decline in

13
The data relating to the market were prepared by the Group management based on analyses as of 28 Fe-
bruary 2018.
the expectations of the sector, achieved a performance that was better than the average
market growth rates in both the online and offline channels. This vision is supported by
findings of older markets in terms of e-commerce penetration in which retailers which
also operate via physical stores have been capable of maintaining market leadership
positions by adopting strategies based on redefining the role of stores. The integration of
the physical and online channels not only supports the purchasing experience but it also
empowers the satisfaction of a growing number of omnichannel customers enabling the
integration of added value services.

Specifically, the year ended with a fall of 0.7% in the Consumer market which affected
the performance of the Unieuro Group offline segment which experienced a decrease of
1.9%. The online segment recorded a slowdown in the growth rate which stood at +10.8%
bringing online penetration to around 13% (+1pp vs LY).

As far as trends relating to individual sectors are concerned, note the slowdown in the
growth of White goods (-0.1%) due mainly to the fall of the average price. This effect is
mainly related to the Large Appliances segment where the bundles which include an
appliance as a gift have raised the number of items handled without, however, being
offset in the growth in value. Home Comfort has made a large contribution to the sector,
mainly due to a particularly hot summer season. The Small Appliances segment on the
other hand has remained essentially unchanged both in terms of volumes and sales. With
regard to Brown goods, there was a decline in the market (-9.1%) related to the lack of
disruptive innovation in the world of TVs where sales are linked to increasingly bigger
sets. In the sphere of Grey goods (+1.3%) Telecom is the main contributor to the growth of
the sector absorbing the negative performance of the IT sector, where the fall was mainly
connected to the convergence between PCs and tablets as well as online competitive
pressure. Telephone systems is the main sector in terms of importance with a trend
exceeding 4%. The main producers of telephone systems, taking advantage of demand
for smart phones which has been essentially inelastic, are focusing increasingly on the
launch of top of the range models with a positive effect on the average market price. Also
note the increase in online penetration where a volume effect was also recorded over the
total value of the Telecom market.

In this scenario the Unieuro Group was capable of strengthening its shares in all product
and service lines offered. The Online channel, now close to 10% of consolidated revenues
(9.9%) recorded, taking into account the effects of the acquisition of Monclick S.r.l.,
revenues of €185.0 million, up 66.2% compared with €111.3 million in the previous year, a
performance even more significant in the context of the slowdown of the market trend.

The digital platform unieuro.it, relaunched in October 2016, contributed to the growth
generating €40.6 million in incremental revenue within the 12-month period, equal
to +36.5%. The success is ascribed to the continuous expansion of the pick-up point
network - also the result of the acquisition of sales outlets by Unieuro and their relaunch
in the omnichannel - as well as the positive results of the growth strategy in the high-
margins categories, specifically large and small appliances. Added to this is the constant
release of new functions and improvements to the platform, also aimed at improving the
safeguarding of the important mobile segment, vital for increasing the loyalty of existing
customers and attracting new ones at the same time. The acquisition of Monclick, one
Director’s Report 50 - 51

of the main Italian pure players specialised in consumer electronics and appliances,
consolidated from 1 June 2017, contributed to consolidated revenues in the channel of
€33.1 million.

The over-performance in both sales channels was driven in particular by the White
sector14 (+17.0%) and the Brown sector15 (+12.2%). In the latter sector which, despite of
the fall in demand and increase in the competitive pressure of specialists, the Unieuro
Group reported growth totally against the prevailing market trend. Specifically, note the
over-performance in the online segment of all sectors: White15 +54.8%; Brown15 +85.2%,
Grey15 61.8%, Entertainment15 +98.5%.

14
The growth figures by category and by individual channel of the Unieuro Group refer to the Consumer segment
only excluding Services and B2B and products outside of the scope of consumer electronics and also include
Travel sales to make them comparable with the market data which excludes these components.
15
The data relating to the market were prepared by the Group management based on analyses as of 28
February 2018.
7. GROUP OPERATING
AND FINANCIAL RESULTS
7.1. Consolidated revenues15

For the year ended 28 February 2018, consolidated revenues totalled €1,873.8 million, a
12.8% increase over the previous year, with an increase of €213.2 million.

7.1.1 Consolidated revenues by channel

Year ended Changes


(in millions of Euros
and as a percentage
of consolidated
revenues) 28 February 2018 % 28 February 2017 % 2018 vs. 2017 %

Retail 1,327.9 70.9% 1,202.5 72.4% 125.4 10.4%

Wholesale 218.5 11.7% 227.9 13.7% (9.4) (4.1%)

Online 185.0 9.9% 111.3 6.7% 73.7 66.2%

B2B 118.9 6.3% 102.7 6.2% 16.2 15.8%

Travel 23.6 1.3% 16.2 1.0% 7.4 45.7%


Total consolidated
revenues
by channel 1,873.8 100.0% 1,660.5 100.0% 213.3 12.8%

During the year, the Unieuro Group continued its strategy to develop existing channels
by streamlining and improving the portfolio of direct stores through new openings and
acquisitions. The positive performance as well as the 7 new openings and the unbridled
organic growth of the online sector (+36.5% excluding the Monclick B2C contribution)
was positively affected by the 3 acquisitions made during the year: Monclick, the 21 former
Andreoli/Euronics stores, the former-Edom/Trony flagship store in the Euroma2 shopping
centre and the 19 former Cerioni/Euronics sales outlets, making a total contribution of
€175.4 million.

The Retail channel reported a 10.4% increase in sales mainly as a result of: (i) the reopening
of the 21 sales outlets purchased from Andreoli S.p.A., operational from 1 July 2017; (ii)
the acquisition of the flagship store in the Euroma2 shopping centre, which opened on
20 September 2017; (iii) the gradual reopening, from 16 November 2017 onwards, of the
19 sales outlets bought from Gruppo Cerioni S.p.A. and (iv) the new openings which took
place in the financial year in question, a total of 5 Retail sales outlets in Bergamo, Novara,
Genoa, Rome Trastevere and, most recently, on 8 December, in Modena.

The like-for-like growth of the distribution network or the performance of the stores

15
The data relating to the market were prepared by the Group management based on analyses as of 28
February 2018.
Director’s Report 52 - 53

open for at least 26 months since the year-end, which include both retail sales and Click
& Collect sales, fell by 1.9%, also as a result of the anticipated impact of the new stores
(not coming under the scope of like-for-like) on the existing network. On the other hand,
excluding the points of sale affected by this from the scope of the analysis because they
are adjacent to the stores acquired or stores which underwent exceptional relaunches (in
particular Rome Muratella, revamped in May 2016), like-for-like sales rose by 0.4%.

The Wholesale channel recorded a decrease in sales (around €9.4 million or 4.1%). The
continued and physiological action of streamlining the network has led to a fall of 8
sales outlets compared with the 28 February 2017, plus the anticipated impact of the
new direct stores on the Wholesale network. However, taking into consideration the
sales developed by the channel through the pick&pay arrangement, the affiliate network
recorded a positive performance significantly better than the reference market.

The consolidated revenues of the Online channel stand at €185.0 million, growth of 66.2%
compared with €111.3 million in the same period of the previous year. A performance that
is even more significant in the light of the slowdown in the growth trends of the online
market for consumer electronics and appliances in 2017. The digital platform unieuro.
it, relaunched in October 2016, contributed to the growth generating €40.6 million in
incremental revenue within the 12-month period, equal to +36.5%. The success is ascribed,
among other things, to commercial initiatives relating to Black Friday, to the continuous
expansion of the pick-up point network - also the result of the acquisition of sales outlets
by Unieuro and their relaunch in the omnichannel - as well as the positive results of the
growth strategy in the high-margins categories, specifically large and small appliances.
Added to this is the constant release of new functions and improvements to the platform,
also aimed at improving the safeguarding of the important mobile segment, vital for
increasing the loyalty of existing customers and attracting new ones at the same time. The
acquisition of Monclick S.r.l., one of the main Italian pure players specialised in consumer
electronics and appliances, consolidated from 1 June 2017, contributed to consolidated
revenues in the channel of €33.1 million.

The B2B channel recorded a strong increase in sales compared with the year ended
28 February 2017, also courtesy of the contribution of the subsidiary Monclick S.r.l.,
consolidated since 1 June 2017. The B2B channel targets professional domestic and
foreign customers that operate in industries other than those where Unieuro operates,
such as hotel chains and banks, as well as operators that need to purchase electronic
products to be distributed to their regular customers or to employees to accumulate
points or participate in prize competitions or incentive plans (B2B2C segment).

Finally, the Travel channel recorded growth of 45.7% for a value of about €7.4 million,
benefiting on the one hand from the new openings at the airports of Capodichino and
Orio al Serio and the point of sale located in the Turin Porta Nuova train station, opened
at the end of the previous financial year.
7.1.2 Consolidated revenues by category

Year ended % Change


(in millions of Euros and as a
percentage of consolidated 28 February 28 February 2018 vs.
revenues) 2018 % 2017 % 2017 %

Grey 862.5 46.0% 798.8 48.1% 63.7 8.0%

White 494.3 26.4% 421.9 25.4% 72.4 17.2%

Brown 348.4 18.6% 301.4 18.1% 47.0 15.6%

Other products 102.8 5.5% 79.9 4.8% 22.9 28.7%

Services 65.8 3.5% 58.6 3.5% 7.2 12.3%


Total consolidated revenues
by category 1,873.8 100.0% 1,660.5 100.0% 213.3 12.8%

In the financial year ended 28 February 2018, an increase in sales was recorded in every
product category.

The Grey category, namely cameras, video cameras, smart phones, tablets, computers
and laptops, monitors, printers, phone system accessories, as well as all wearable
technological products, saw an increase in consolidated revenues of 8.0% as a result of
the good performance of consumer revenues despite the weakness of the IT market.

The White category, composed of large appliances (MDA) such as washing machines,
tumble driers, refrigerators or freezers and ovens, small appliances (SDA) such as
vacuum cleaners, kettles, coffee machines as well as the climate control segment,
recorded a 17.2% increase in consolidated revenues thanks to the success of the strategy
of focusing on high-margin categories promoted by the Unieuro Group, the expansion of
the product range, as well as the good performance of washing machines, tumble driers
and refrigerators. Specifically, in Italy the tumble drier and dishwasher segments were
still under-penetrated and therefore the Group has been taking significant commercial
measures.

The Brown category, including televisions and accessories, devices for smart TVs and
car accessories, as well as memory systems such as CDs/DVDs or USB memory sticks,
recorded an increase in consolidated revenues of 15.6%. The category benefited from the
increasing success of high-end televisions, particularly Ultra HD and OLED, as well as the
positive contribution by the Monclick B2B2C sales sector.

The Other products category recorded an increase in consolidated revenues of 28.7%;


this group includes both the sales of the entertainment sector and other products not
included in the consumer electronics market such as e-mobility. The performance was
driven by the strong growth in the personal mobility segment, hover boards in particular
and by sales of video game consoles.

The Services category recorded growth of 12.3% in consolidated revenues thanks to


the Group’s continued focus on the provision of services to its customers, specifically
extended warranties.
Director’s Report 54 - 55

7.2. Consolidated operating profit


The income statement tables presented below in this Directors’ Report on operations
were reclassified using presentation methods that management deemed useful for
reporting the operating profit performance of the Unieuro Group during the year. To
more fully report the cost and revenue items indicated, the following were reclassified in
this income statement by their nature: (i) non-recurring expenses/(income) and (ii) the
impact from the adjustment of revenues for extended warranty services net of related
estimated future costs to provide the assistance service, because of the change in the
business model for directly managed assistance services.

Year ended Changes

28 February 2018 28 February 2017


(in millions and
as a percentage 2018
of consolidated Adjusted Adjusted vs.
revenues) amounts % Adjustments16 amounts % Adjustments 2017 %
Consolidated
revenues 1,873.8 1,660.5 213.3 12.8%
Consolidated sales
revenues 1,873.8 1,660.5 213.3 12.8%
Purchase of goods
and Change in
inventories (1,456.4) (77.7%) 2.8 (1,289.2) (77.6%) 1.1 (167.3) 13.0%
Lease and rental
expense (63.4) (3.4%) 0.7 (57.5) (3.5%) 0.8 (5.9) 10.3%

Marketing costs (48.2) (2.6%) 2.2 (48.7) (2.9%) 3.0 0.5 (1.0%)

Logistics costs (41.5) (2.2%) 1.3 (32.5) (2.0%) 0.0 (9.1) 27.9%

Other costs (50.5) (2.7%) 7.3 (43.8) (2.6%) 10.3 (6.7) 15.2%
Personnel
expenses (150.4) (8.0%) 5.9 (131.9) (7.9%) 4.7 (18.5) 14.0%
Other operating
income and costs (2.5) (0.1%) (0.3) (1.3) (0.1%) (2.3) (1.1) 84.5%
Revenues from
extended warranty
services net of
related estimated
future costs
to provide the
assistance service
- change in the
business model for
directly managed
assistance services 8.0 0.4% 8.0 9.7 0.6% 9.7 (1.7) (17.6%)
Consolidated
Adjusted
EBITDA 68.9 3.7% 27.9 65.4 3.9% 27.3 3.5 5.4%

16
The item “Adjustments” includes both non-recurring income/(expenses) and the adjustment for the change
in the business model for warranties, which was posted in the item “Change in business model for directly
managed assistance services.” Thus, the adjustment is aimed at reflecting, for each year concerned, the
estimated profit from the sale of extended warranty services already sold (and collected) starting with
the change in the business model, as if Unieuro had always operated using the current business model.
Specifically, the estimate of the profit was reflected in revenues, which were held in suspense in deferred
income, to be deferred until those years in which the conditions for their recognition are met, net of future
costs for performing the extended warranty service, which were projected by the Group on the basis of
historical information on the nature, frequency and cost of assistance work.
Consolidated Adjusted EBITDA during the financial year 2018 increased by 5.4%, equal to
€3.5 million, standing at €68.9 million.

During the period costs for the purchase of goods and changes in inventories increased
by €167.3 million. The impact on consolidated revenues stood at 77.7% (77.6% in the
period ended 28 February 2017).

Costs for rental and leases rose by €5.9 million (around 10.3%) as a result of: (i) taking
over the rental agreements of 21 sales outlets belonging to the Andreoli S.p.A. business
unit from July 2017; (ii) taking over the rental agreements of 19 sales outlets belonging to
the Cerioni S.p.A. business unit from November 2017, (iii) taking over the rental agreement
of the flagship store in the Euroma2 shopping centre from 20 September 2017 and (iv)
new sales outlet openings during the financial year. The cost of like-for-like rentals, on the
other hand, is down compared with the previous year.

Marketing costs fell by 1.0% compared with 28 February 2017. Marketing and advertising
were structured and planned to direct potential customers to physical points of sale and
to the Online channel. There was a fall in traditional marketing activities in the year ended
28 February 2018, partly offset by the increase in digital marketing activities.

Logistics costs increased by around €9.1 million mainly attributable to the increase in
volumes sold and the increasing weight of home deliveries related to online orders.

Other costs rose by €6.7 million compared with the previous year ended 28 February
2017 with the trend attributable to: (i) the increase in the cost of insurance, particularly
following the catastrophic events due to the fire at the Oderzo point of sale which took
place on 25 February 2017 and the theft at the Piacenza warehouse which took place in
August 2017 with a new insurance contract signed with a new pool of insurers which led
to an increase in the premium and (ii) the increase recorded in support activities for listed
companies. The effect of that item on consolidated revenues is substantially unchanged,
equal to 2.7% as at 28 February 2018 (2.6% as at 28 February 2017).

Personnel costs show an increase of €18.5 million, mainly attributable to: (i) the
acquisition of Monclick S.r.l. and the acquisition of the business units from Andreoli S.p.A.,
Cerioni S.p.A. and the Euroma2 flagship store, (ii) the increase in employees following
the opening of 7 new stores, (iii) the adaptation of the central structure to meet stock
exchange requirements and the reinforcement of several strategic functions and (iv) the
adaptation of the existing employment contract which was renewed on 30 March 2015
which included, among other things, a contractual increase valid from 1 August 2017.

Other operating income and costs rose by €1.1 million. The increase was mainly due to
the rise in non-income-based taxes as a result of the increase recorded in the number of
points of sale and the impairment of receivables whose recovery was deemed doubtful.
Director’s Report 56 - 57

Below is a reconciliation between the Consolidated Operating Profit reported in the


Consolidated Financial Statements and the Consolidated Adjusted EBITDA.

Year ended Changes


28 28
(in millions of Euros and as a February February 2018 vs.
percentage of revenues) 2018 % 2017 % 2017 %

Consolidated Operating Profit 19.3 1.0% 20.1 1.2% (0.8) (4.2%)


Depreciation, amortisation
and write-downs 21.7 1.2% 18.0 1.1% 3.8 21.0%

Non-recurring expenses /(income) 19.9 1.1% 17.6 1.1% 2.3 13.2%


Revenues from extended warranty
services net of related estimated
future costs to provide the assistance
service - change in the business
model for directly managed
assistance services17 8.0 0.4% 9.7 0.6% (1.7) (17.6%)

Consolidated Adjusted EBITDA 18


68.9 3.7% 65.4 3.9% 3.5 5.4%

17
The adjustment was for the deferral of extended warranty service revenues already collected, net of the related
estimated future costs to provide the assistance service. From the year ended 29 February 2012, for White
products sold by Unieuro and from the year ended 28 February 2015 for all extended warranty services sold
by Unieuro S.r.l. (hereinafter the “Former Unieuro”) (excluding telephone systems and peripherals) and from the
financial year ended February 28, 2018 for all extension of warranty services sold by point of sales acquired from
the Andreoli S.p.A. and Cerioni S.p.A., Unieuro changed its business model for the management of extended
warranty services, in-sourcing the management of the services sold by the Former Unieuro and by Unieuro which
were previously outsourced to third parties and extended the internalised model for the management of warranty
extension services for services sold by the points of sale acquired during the year ended February 28, 2018 from
the Andreoli S.p.A. and Cerioni S.p.A. (the “Change in Business Model”). As a result of the Change in Business
Model, at the time of sale of extended warranty services, Unieuro suspends the revenue by creating a deferred
income item in order to recognise the revenue over the life of the contractual obligation, which starts on the
expiration of the two-year legally required warranty. Thus, Unieuro begins to gradually record revenues from sales
of extended warranty services two years (term of the legally required product warranty) after the execution of
the related agreements and after the collection of compensation, which is generally concurrent. Thus, the revenue
is recorded on a pro rata basis over the life of the contractual obligation (historically, depending on the product
concerned, for a period of one to four years).
As a result of this Change in Business Model, the income statements do not fully reflect the revenues and profit
of the business described in this note. In fact, the income statements for the years ended 28 February 2018 and
28 February 2017 only partially report revenues from sales generated starting with the Change in Business Model
because Unieuro will gradually record sales revenues from extended warranty services (already collected by it)
starting at the end of the legally required two-year warranty period.
Thus, the adjustment is aimed at reflecting, for each year concerned, the estimated profit from the sale of extended
warranty services already sold (and collected) starting with the Change in Business Model as if Unieuro had always
operated using the current business model. Specifically, the estimate of the profit was reflected in revenues,
which were held in suspense in deferred income, to be deferred until those years in which the conditions for their
recognition are met, net of future costs for performing the extended warranty service, which were projected by
Unieuro on the basis of historical information on the nature, frequency and cost of assistance work.
18
See note in the section “Main financial and operating indicators”.
Non-recurring charges/(income) increased in the financial statements as at 28 February
2018 by €2.3 million. This is mainly because of the costs incurred in: (i) the acquisition
of the new sales outlets included in the Andreoli S.p.A. and Cerioni S.p.A. business units,
(ii) the acquisition of the flagship store in the Euroma2 shopping centre, (iii) the business
combination of ’Monclick and (iv) expenses for exceptional accidental events partly offset
by the fall in costs incurred for listing on the STAR segment of the Mercato Telematico
Azionario run by Borsa Italiana S.p.A.

Finally, the adjustment due to the change in business model for directly managed services
was down by €1.7 million compared to 28 February 2017.

7.3. Non-recurring income and expenses


Year ended Changes

(In millions of Euros) 28 February 2018 28 February 2017 2018 vs. 2017 %

Mergers&Acquisition 10.0 - 10.0 100.0%


Costs for pre-opening, relocating
and closing points of sale19 3.5 3.3 0.2 4.8%

Costs incurred for the listing process 2.8 6.1 (3.3) (54.8%)

Exceptional accidental events 1.9 1.1 0.8 76.2%

Other non-recurring expenses 1.0 0.2 0.8 412.5%

Costs for the Call Option Agreement 0.7 3.8 (3.1) (81.4%)
Implementation and launch
of the new website - 1.1 (1.1) (100%)
Corporate management activity
supplied by Rhone Capital - 1.0 (1.0) (100%)

Rebranding costs - 0.6 (0.6) (100%)


Efficiency and reorganisation of the
organisational and corporate structure - 0.5 (0.5) (100%)

Integration of the Former Unieuro - (0.1) 0.1 (100%)

Total 19.9 17.6 2.3 13.2%

19
The costs for “pre-opening, relocating and closing points of sale” include lease, security and travel expenses for
maintenance and marketing work incurred as a part of i) remodelling work for downsizing and relocating points
of sale of the Former Unieuro, ii) opening points of sale (during the months immediately preceding and following
the opening) and iii) closing points of sale.
Director’s Report 58 - 59

Non-recurring expenses and income recorded in the year rose by €2.3 million. This growth
is mainly attributable to Mergers&Acquisitions activity and exceptional accidental events
which amount to €11.9 million in total. Excluding these effects, non-recurring expenses
and income in the period fell by €8.0 million.

The main item in non-recurring expenses and income relates to the costs incurred for the
process of acquiring the business units Andreoli S.p.A. and Cerioni S.p.A., the flagship
store in the Euroma2 shopping centre and the company Monclick S.r.l.. These costs of
€10.0 million were reclassified under Mergers&Acquisitions and mainly relate to rental
costs and personnel expenses for points of sale incurred from the date of the completion
of the acquisition to the date of the opening to the public, greater costs for education
and training of employees at points of sale and, lastly, consulting costs and other minor
costs incurred for the completion of the acquisition transactions.

Costs for the pre-opening, repositioning and closure of points of sale of €3.5 million in
the year ended 28 February 2018 (€3.3 million in the year ended 28 February 2017) are
essentially in line with the previous period, despite the greater number of openings that
took place. This item includes: rental, personnel, security, travel and transfer costs, for
maintenance and marketing operations incurred as part of: i) store openings (in the months
immediately preceding and following the opening of the same) and (ii) store closures.

The costs for listing on the STAR Segment of the Mercato Telematico Azionario managed
by Borsa Italiana S.p.A. which concluded on 4 April 2017, were €2.8 million.

Costs for exceptional accidental events of €1.9 million refer to: (i) the theft that occurred
in August 2017 at the central warehouse of Unieuro S.p.A. located in Piacenza for €2.7
million. Note that Unieuro asked the insurance companies to compensate them for the
damage suffered, but this compensation has not yet been received at the date of these
Financial Statements and (ii) insurance compensation of €0.8 million, received with
regard to the fire that took place on 25 February 2017 at the Oderzo (TV) store.

Costs for Call Option Agreements of €0.7 million break down into costs for the share-
based payment plan for certain managers and employees, which ended in the first quarter
of the year following the positive outcome of the listing project.
7.4. Net income

Below is a restated income statement including items from the Consolidated Adjusted
EBITDA to the consolidated adjusted profit (loss) for the year.

Year ended Changes


(In millions of Euros 28 28
and as a percentage February February
of consolidated revenues) 2018 % 2017 % 2018 vs. 2017 %

Consolidated Adjusted EBITDA 68.9 3.7% 65.4 3.9% 3.5 5.4%


Amortisation, depreciation
and impairment losses (21.7) (1.2%) (18.0) (1.1%) (3.8) 21.0%

Financial income and expenses (7.6) (0.4%) (5.9) (0.4%) (1.8) 30.1%
Non-recurring financial
expenses /(income) 3.1 0.2% - 0.0% 3.1 100.0%

Income taxes (0.7) 0.0% (2.7) (0.2%) 2.0 (73.9%)


Theoretical tax impact from
taxes on non-recurring
expenses/(income), non-
recurring financial expenses/
(income) and the change in
business model 20 (2.6) (0.1%) (2.6) (0.2%) 0.0 0.4%
Consolidated Adjusted
Profit (Loss) for the Year21 39.4 2.1% 36.3 2.2% 3.1 8.5%

20
No taxes were paid in the year ended 28 February 2018 since they were offset by credits for advance
payments made in previous years. The theoretical rate deemed appropriate by management was 8.7% as
at 28 February 2018 and 9.4% as at 28 February 2017, which, respectively, incorporates IRES at 4.8% and
5.5% (obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and
IRAP at 3.9%.
21
See note in the section “Main financial and operating indicators”.

Amortisation, depreciation and write-downs of fixed assets as at 28 February 2018


amounted to €21.7 million (€18.0 million as at 28 February 2017). The increase relates
to the progressive increase in investments made in recent years also related to new
acquisitions.

Net financial expenses as at 28 February 2018 totalled €7.6 million (net financial
expenses of €5.9 million as at 28 February 2017). The rise compared with the previous
year is due to the repayment of the existing loans as a result of the signing, on 22
December 2017, of new lines of credit totalling €190 million from a syndicate of banks
including Intesa Sanpaolo S.p.A., Banco BPM S.p.A. and Gruppo Crédit Agricole, with
Banca IMI S.p.A. acting as the agent. The cancellation of the residual debt from the
statement of financial position involved the transfer to the income statement of the
related amortised cost of €3.1 million.

Non-recurring expenses/(income) include, as indicated above, €3.1 million relating to the


cost of the transfer to the income statement of the amortised cost of existing loans as a
result of the agreement of new lines of credit.
Director’s Report 60 - 61

Income taxes for the consolidated year ended 28 February 2018 totalled €0.7 million
(€2.7 million in the year ended 28 February 2017). The decrease is due to the recording
of deferred tax income on tax losses of €3.1 million and the release of the tax provision.

The Adjusted Consolidated Profit/(Loss) for the Year was €39.4 million (€36.3 million in
the year ended 28 February 2017), with an impact of 2.1% on consolidated revenues (2.2%
in the year ended 28 February 2017), the increase in the Adjusted Consolidated Profit/
(Loss) for the Year was due to the positive performance of operations, the improvement
in financial management and the reduction in the tax burden compared with the same
period of the previous year.

Note that IRES tax losses from the estimated taxes for the year and still available as at
28 February 2018 for Unieuro are €399.2 million (tax losses as at 28 February 2018 stood
at €408.9 million) while for Monclick they are €6.3 million. These tax losses guarantee a
substantial benefit in the payment of taxes in future years.

Below is a reconciliation between the adjusted consolidated net profit (loss) for the year
and the consolidated net profit (loss) for the year.

Year ended Changes


(In millions of Euros 28 28
and as a percentage February February 2018 vs.
of consolidated revenues) 2018 % 2017 % 2017 %
Adjusted consolidated
profit (loss) for the year 39.4 2.1% 36.3 2.2% 3.1 8.5%

Non-recurring expenses/income (19.9) (1.1%) (17.6) (1.1%) (2.3) 13.2%


Revenues from extended
warranty services net of related
estimated future costs to
provide the assistance service
- change in the business model
for directly managed assistance
services (8.0) (0.4%) (9.7) (0.6%) 1.7 (17.6%)
Non-recurring financial
expenses /(income) (3.1) (0.2%) - 0.0% (3.1) 100.0%
Theoretical tax impact from
taxes on non-recurring
expenses/(income) and the
change in business model 2.6 0.1% 2.6 0.2% 0.0 0.4%
Consolidated Profit (Loss)
for the year22 11.0 0.6% 11.6 0.7% (0.6) (5.4%)

22
No taxes were paid in the year ended 28 February 2018 since they were offset by credits for advance payments
made in previous years. The theoretical rate deemed appropriate by management was 8.7% as at 28 February
2018 and 9.4% as at 28 February 2017, which, respectively, incorporates IRES at 4.8% and 5.5% (obtained by
reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
7.5. Cash flows
7.5.1 Consolidated Adjusted Levered Free Cash Flow23

The Group considers the Consolidated Adjusted Levered Free Cash Flow to be the most
appropriate indicator to measure cash generation during the year. The composition of
the indicator is provided in the table below.

Year ended Changes


28 28
February February 2018 vs.
(Amounts in euro million) 2018 2017 2017 %

Consolidated Operating Profit 41.0 38.1 2.9 7.6%

Cash flow generated /(absorbed) by operating activities 24


46.0 19.6 26.4 134.3%

Taxes paid - - - 0.0%

Interest paid (8.8) (4.9) (3.9) 79.0%

Other changes 1.4 3.7 (2.3) (62.9%)


Consolidated Net cash flow from
(used in) operating activities25 79.6 56.5 23.0 40.7%

Investments (37.3) (27.9) (9.4) 33.6%

Investments for business combinations and business units (14.5) 0.0 (14.5) 100.0%

Net cash inflow from acquisition 0.2 0.0 0.2 100.0%

Adjustment for non-recurring investments (M&A) 25.8 0.0 25.8 100.0%

Non-recurring expenses /(income) 19.9 17.6 2.3 13.2%


Adjustment for non-cash components
of non-recurring expenses/(income) (1.5) (5.4) 3.9 (72.0%)

Other non-recurring operating cash flows (4.0) 0.0 (4.0) 100.0%

Theoretical tax impact of the above entries26 (1.6) (1.1) (0.5) 45.6%

Consolidated Adjusted levered free cash flow 66.7 39.7 26.9 67.8%

23
See note in the section “Main financial and operating indicators”.
24
The item “Cash flow generated/(absorbed) by operating activities” refers to cash generated/(absorbed)
by the change in working capital and other non-current balance sheet items such as other assets, other
liabilities and risk provisions.
25
The item “Net cash flow from (used in) operating activities” refers to cash generated by operating activities
in a broad sense net of outlays for interest and taxes and adjusted for non-cash effects of balance sheet
changes included in the item “Cash flow generated/(used) by operating activities.”
26
No taxes were paid in the year ended 28 February 2018 since they were offset by credits for advance payments
made in previous years. The theoretical rate deemed appropriate by management was 8.7% as at 28 February
2018 and 9.4% as at 28 February 2017, which, respectively, incorporates IRES at 4.8% and 5.5% (obtained by
reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
Director’s Report 62 - 63

The Consolidated net cash flow generated/(absorbed) by operating activities was a


positive figure of €79.6 million (a positive figure of €56.5 million in the year ended 28
February 2017). The improvement compared with the previous year is linked to the
Group’s improved Net Working Capital management and is mainly attributable to the
generation in the period of cash flows from the change in trade payables of €45.9
million and trade receivables of €18.8 million mitigated by the negative effect of the
change in inventories of €36.0 million and the change in other operating assets and
liabilities of €2.3 million.

Specifically, the positive performance of the Group’s Net Working Capital is associated,
with reference to trade payables, to: (i) promotions in February which involved product
categories with improved payment conditions compared with those of the previous year
and (ii) an increase in the number of sales outlets as a result of the acquisition of the
Andreoli S.p.A. and Cerioni S.p.A. business units, the Monclick company and the flagship
store in the Euroma2 shopping centre and the new openings during the year which had a
positive impact on the development of trade payables more than offsetting the increase
in inventories. As far as trade receivables are concerned, the change is mainly related
to the collection of receivables for the Monclick B2B sector which offset the increase in
Unieuro trade receivables.

The investing activity in the year was particularly significant and totalled €37.3 million
(€27.9 million as at 28 February 2017). The relaunching of the stores acquired in the period
had a weighting of €12.1 million and refers to the costs for rebuilding and refurbishing the
stores. Other investments refer to: (i) operations for the development of the network of
direct stores and the refurbishment of existing network stores and (ii) costs incurred to
purchase new software and licences and for the development of existing applications.

Investments for business combinations and business units for €14.5 million relate to the
amount paid of the purchase price of the Monclick of €3.5 million and the business units
of Andreoli S.p.A. for €9.4 million and Cerioni S.p.A. for €1.6 million. The part not yet
paid for the acquisitions is €11.2 million and refers for €6.3 million to Monclick and the
remainder to Cerioni and is guaranteed by bank sureties issued.

The net cash contribution from acquisition equal to €0.2 million refers to the remnants in
the current accounts of Monclick on the date of the first consolidation net of the financial
liabilities acquired.

The non-recurring investment adjustment, equal to €25.8 million, represents the


outgoing cash flow associated with: (i) the acquisition of Monclick, (ii) the acquisition of
the Andreoli S.p.A. and Cerioni S.p.A. business units for €14.5 million and the cash flow
associated with what was already paid for investments in tangible and intangible fixed
assets incurred for the relaunching of the sales outlets acquired (including the opening
of Euroma2) for €11.3 million.
The adjustment for the non-monetary components of non-recurring expenses/(income)
of €1.5 million is composed mainly for €0.8 million of costs which have not yet been
shown financially as at 28 February 2018 and for €0.7 million they refer to the cost of the
Call Option Agreement for some managers and employees.

The other non-recurring operating cash flows of €4.0 million refer to the collection of
the receivable from the tax consolidation with Italian Electronics Holdings, which took
place following the break in the consolidation scheme relating to amounts generated in
previous years which could not be repeated in the future. On 6 September 2017, Italian
Electronics Holdings sold some Unieuro shares on the market thereby losing control over
Unieuro while maintaining ex art. 93 TUF control.

Below are the main changes recorded in the Group’s net financial debt during the years
ending 28 February 2018 and 28 February 2017:

Year ended Changes

(In millions of Euros) 28 February 2018 28 February 2017 2018 vs. 2017 %

Consolidated Operating Profit 41.0 38.1 2.9 7.7%


Cash flow generated /(absorbed)
by operating activities 46.0 19.6 26.4 134.3%

Taxes paid 0.0 0.0 0.0

Interest paid (8.8) (4.9) (3.9) 79.0%

Other changes 1.4 3.7 (2.3) (62.9%)


Net cash flow from (used in)
operating activities 79.6 56.5 23.1 40.8%

Investments (37.3) (27.9) (9.4) 33.6%


Other cash flow generated
by investment activities 0.0 0.1 (0.1) (100.0%)
Investments for business
combinations and business units (14.5) 0.0 (14.5) 100.0%

Cash contribution from merger 0.2 0.0 0.2 100.0%

Distribution of dividends (20.0) (3.9) (16.1) 415.5%


Payables from the acquisition
of Monclick and business units (11.6) 0.0 (11.6) 100.0%

Other changes 1.0 (0.8) 1.8 (225.5%)

Change in net financial debt (2.5) 24.0 (26.6) (110.5%)


Director’s Report 64 - 65

8. STATEMENT OF
FINANCIAL POSITION
Below is a detailed breakdown of the Group’s net working capital and net invested capital
as at 28 February 2018 and as at 28 February 2017:

Year ended

(Amounts in euro million) 28 February 2018 28 February 2017

Trade receivables 39.6 35.2

Inventories 313.5 269.6

Trade payables (411.5) (334.5)

Net operating working capital (58.4) (29.8)

Other working capital items (147.0) (119.9)

Net working capital (205.3) (149.7)

Non-current assets 132.3 104.2

Goodwill 174.7 151.4

Non-current liabilities (20.0) (19.0)

Net invested capital 81.7 86.9

Net financial debt (4.5) (2.0)

Shareholders' equity (77.2) (85.0)

Total shareholders’ equity and financial liabilities (81.7) (86.9)

The Group’s Net Operating Working Capital as at 28 February 2018 was negative by €58.4
million (negative by €29.8 million as at 28 February 2017). The performance for the year of
the Group’s Net Operating Working Capital is attributable to: (i) promotions in February
which involved product categories with improved payment conditions compared with
those of the previous year and (ii) an increase in the number of stores as a result of the
acquisition of the Andreoli S.p.A. and Cerioni S.p.A. business units, the acquisition of the
Monclick company and the flagship store in the Euroma2 shopping centre and the new
openings during the year which involved an increase in the value of trade payables which
was higher than that of inventories.

The Group’s Net Working Capital was negative by € 205.3 million as at 28 February
2018 (negative by € 149.7 million as at 28 February 2017). The decrease is due to the
reduction in the Group’s Net Operating Working Capital of € 28.6 million, and to the
increase in other current liabilities mainly due to the increase in deferred income for
warranty extension services.

The Net Invested Capital of the Group amounts to €81.7 million as at 28 February 2018, a
fall of €5.2 million compared with 28 February 2017. The decrease is mainly attributable
to: (i) the reduction in the Group’s Net Working Capital of €55.6 million, (ii) the recording
of the goodwill and assets from the business combination of Andreoli, Cerioni and
Monclick for €35.1 million, (iii) the recording of the intangible assets resulting from the
accounting of the taking over of the Euroma2 rental agreement for €3.0 million and
(iv) net investments mainly for relaunching of the stores acquired in the year, for the
development of the direct stores network and the costs incurred for buying new software
and licences and for developing existing applications for €12.5 million.

It should be noted that, at the time of acquisition, the Group availed itself of the right
provided under (revised) IFRS 3 to carry out a provisional allocation of the cost of the
business combination at the fair value of the assets, liabilities and contingent liabilities (of
the acquired business). If new information obtained during one year from the acquisition
date, relating to facts and circumstances existing at the acquisition date, leads to adjusting
the amounts indicated or any other fund existing at the acquisition date, accounting for
the acquisition will be revised. No significant changes are expected in relation to the
existing accounts.

Shareholders’ equity amounts to €77.2 million (€85.0 million as at 28 February 2017),


with the decrease mainly caused by: (i) the distribution of a dividend on €20.0 million,
as approved on 20 June 2017 by the Unieuro Shareholders’ Meeting, (ii) the recording
of a profit for the year of €11.0 million and other components of the income statement
negative by €0.1 million and (iii) the recording in the reserve of share-based payments
of €1.4 million which refer to the Long-Term Incentive Plan27 for some managers and
employees from 29 June 2017 the grant date of the options to the recipients of the plan,
a payable relating to the monetary bonus provided for in the Long Term Incentive Plan
regulation for € 0.7 million and recognition of the reserve for share-based payments and
€0.7 million relating to the Call Option Agreement concluded following listing on the
STAR segment of the Mercato Telematico Azionario run by Borsa Italiana which took
place on 4 April 2017.

27
On 6 February 2017, the Extraordinary Shareholders- Meeting of Unieuro approved the adoption of a stock
option plan (“Long-Term Incentive Plan”, “LTIP”) reserved for Executive Directors, associates and employees
(executives and others) of Unieuro (the “Recipients”). The Long-Term Incentive Plan calls for assigning ordinary
shares derived from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of the
Italian Civil Code approved by Unieuro’s Shareholders’ Meeting on the same date. On 29 June 2017, the Board of
Directors approved the plan regulations (“Regulations”) whereby the terms and conditions of implementation of
the Long-Term Incentive Plan were determined. The conclusion and subsequent acceptance of the Long-Term
Incentive Plan by the Recipients took place in October 2017 and was effective from 29 June 2017.
Director’s Report 66 - 67

Below is a detailed breakdown of the Group’s net financial debt as at 28 February 2018
and 28 February 2017 in accordance with Consob Communication 6064293 of 28 July
2006 and in compliance with ESMA Recommendations 2013/319:

Year ended Changes


2018 vs.
(Amounts in euro million) 28 February 2018 28 February 2017 2017 %

(A) Cash 61.4 36.7 24.7 67.5%

(B) Other liquid assets - - - -

(C) Securities held for trading - - - -

(D) Liquidity (A)+(B)+(C) 61.4 36.7 24.7 67.5%

- of which is subject to a pledge 0.0 0.7 (0.7) (100.0%)

(E) Current financial receivables - - - -

(F) Current bank payables (0.1) 0.0 (0.1) 100.0%

(G) Current part of non-current debt (6.9) (6.0) (0.9) (15.0%)

(H) Other current financial payables (6.3) (2.4) (3.8) 158.7%

(I) Current financial debt (F)+(G)+(H) (13.2) (8.4) (4.8) 57.3%

- of which is secured 0.0 (6.8) 6.8 (100.0%)

- of which is unsecured (13.2) (1.7) (11.5) 677.5%


(J) Net current financial position
(I)+(E)+(D) 48.2 28.3 19.9 70.5%

(K) Non-current bank payables (40.5) (25.8) (14.7) 57.1%

(L) Issued bonds - - - -

(M) Other non-current financial payables (12.2) (4.4) (7.8) 175.5%


(N) Non-current financial debt
(K)+(L)+(M) (52.7) (30.2) (22.5) 74.4%

- of which is secured 0.0 (26.8) 26.8 (100.0%)

- of which is unsecured (52.7) (3.4) (49.3) 1,450.4%

(O) Net financial debt (J)+(N) (4.5) (2.0) (2.5) 125.8%

Net financial indebtedness increased by €2.5 million compared with 28 February 2017,
mainly as a result of the combined effect of: (i) the positive net cash flow generated by
operating activities of €79.6 million, (ii) investments of €37.3 million made mainly for the
development of the network of direct stores, acquisitions, several important interventions
on the network of existing stores and the purchase of software and licences, (iii) the
distribution of dividends of €20.0 million, (iv) investments for business combinations
and business units of €14.5 million excluding the cash acquired during the business
combination and related payables to personnel, (v) the recording of financial payables
resulting from the acquisition of Monclick and Cerioni S.p.A. of €11.6 million.
Gross financial debt totalled €65.9 million, of which €52.7 million was medium and long
term and €13.2 million was short term.

Note that, on 22 December 2017, Unieuro took out new lines of credit totalling €190.0
million from a syndicate of banks including Intesa Sanpaolo S.p.A., Banco BPM S.p.A. and
Gruppo Crédit Agricole, with Banca IMI S.p.A. acting as the agent.
The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. Existing loans were repaid in full in January 2018.
The new lines, including a €100.0 million amortizing term loan and €90.0 million in
revolving facilities, are at significantly better conditions compared with the previous
loans, particularly with regard to (i) a reduction in the interest rate; (ii) the extension of
the duration by five years; (iii) greater operational flexibility related to the reduction in the
number of funding institutions, covenants and contractual restraints; as well as (iv) the
removal of collateral in favour of the lending banks.
Director’s Report 68 - 69

9. PERFORMANCE
OF UNIEURO
The Unieuro S.P.A. reclassified Income Statement as at 28 February 2018 is illustrated
below:

Year ended Changes


28 28
(In millions of Euros and as February February 2018 vs.
a percentage of revenues) 2018 % 2017 % 2017 %

Revenue 1,835.5 1,660.5 175.0 10.5%

Gross Operating Profit 44.3 2.4% 38.1 2.3% 6.3 16.5%

Non-recurring expenses /(income) 19.6 1.1% 17.6 1.1% 2.0 11.2%


Revenues from extended warranty
services net of related estimated future
costs to provide the assistance service -
change in the business model for directly
managed assistance services 8.0 0.4% 9.7 0.6% (1.7) (17.6%)

Adjusted EBITDA 71.9 3.9% 65.4 3.9% 6.5 10.0%


Depreciation, amortisation
and write-downs (27.3) (1.5%) (18.0) (1.1%) (9.4) 52.3%

Financial income and expenses (7.6) (0.4%) (5.9) (0.4%) (1.8) 30.0%
Non recurring depreciation,
amortisation and write-downs 6.3 0.3% - -- 6.3 100.0%
Non-recurring financial
expenses /(income) 3.1 0.2% - -- 3.1 100.0%

Income taxes (0.9) (0.0%) (2.7) (0.2%) 1.8 (67.8%)


Theoretical tax impact from taxes on
non-recurring expenses/(income),
non-recurring financial expenses/
(income), non recurring depreciation,
amortisation and write-downs and the
change in business model (3.1) (0.2%) (2.6) (0.2%) (0.5) 20.5%

Adjusted Profit (Loss) for the Year 42.4 2.3% 36.3 2.2% 6.1 16.7%
Non-recurring expenses /(income),
non-recurring financial expenses /
(income), non-recurring depreciation,
amortisation and write-downs (29.0) (1.6%) (17.6) (1.1%) (11.4) 64.7%
Revenues from extended warranty
services net of related estimated future
costs to provide the assistance service
- change in the business model for
directly managed assistance services (8.0) (0.4%) (9.7) (0.6%) 1.7 (17.6%)
Theoretical tax impact from taxes on
non-recurring expenses/(income),
non-recurring financial expenses/
(income), non recurring depreciation,
amortisation and write-downs and the
change in business model 3.1 0.2% 2.6 0.2% 0.5 20.5%

Profit (Loss) for the Year 8.5 0.5% 11.6 0.7% (3.1) (26.5%)
Unieuro’s revenues for the year ended 28 February 2018 amounted to € 1,835.5 million,
up 10.5% compared to € 1,660.5 million for the year ended 28 February 2017. In addition
to the 7 new openings and growth of the online channel, the performance was positively
influenced by the 3 acquisitions made during the year, the 21 former Andreoli/Euronics
stores, the former Edom/Trony flagship store in the Euroma2 shopping centre and the 19
former Cerioni/Euronics stores.

The higher revenues, together with the continuous attention to the cost structure, allowed
the achievement of an Adjusted EBITDA of € 71.9 million in the year ended 28 February
2018, up 10.0% compared to € 65.4 million in the year ended 28 February 2017. Adjusted
EBITDA Margin is 3.9%.

Adjusted Profit (Loss) for the Year amounted to € 42.4 million in the year ended 28
February 2018 (€ 36.3 million in the year ended 28 February 2017), representing 2.3% of
consolidated revenue; the increase in Adjusted Profit (Loss) for the Year was due to the
positive performance of operations, the improvement in financial management and the
reduction in the tax burden compared to the same period of the previous year.

As at 28 February 2018, Unieuro’s net financial indebtedness amounted to €6.9 million


(€2.0 million as at 28 February 2017). The slight increase of € 4.9 million recorded
during the year is due to the combined effect of the strong cash generation generated
by the operating management of € 84.4 million due to the continuous and careful
management of working capital, the increase in sales volumes and recently implemented
acquisitions, mainly offset by the investments made during the year for acquisitions
in equity investments and company divisions for € 20.3 million, interventions in the
network of points of sale and information systems for € 37.3 million and dividend
distribution for € 20.0 million.
Director’s Report 70 - 71

10. RECONCILIATION
STATEMENT OF
SHAREHOLDERS’ EQUITY
AND NET RESULT OF
THE PARENT COMPANY
WITH SHAREHOLDERS’
EQUITY AND NET RESULT
PERTAINING TO THE GROUP
The reconciliation between the shareholders’ equity of the parent company and the
consolidated shareholders’ equity as at 28 February 2018 is illustrated below:

Shareholders’
equity as at 28 Net result as at
(Amounts in euro million) February 2018 28 February 2018
Balances from the Parent Company’s
Annual Financial Statements 74.7 8.5
Difference between the carrying amount
of equity investments and the profit/(loss) for the year (9.4) (2.9)
Allocation of goodwill, brand, software
and customer list, excluding the tax effect 11.9 (0.4)
Shareholders’ equity and profit/(loss)
for the year from the Consolidated Financial Statements 77.2 11.0
11. INVESTMENTS
Net investments during the year totalled €37.3 million (€27.9 million in the year ended 28
February 2017). The increase of €9.4 million mainly relates to the increase in the number
of stores as a result of the acquisition of the business units Andreoli S.p.A. and Cerioni
S.p.A. and the acquisition of the flagship store in the Euroma2 shopping centre. The
relaunching of the stores acquired in the period had a weighting of €12.1 million and refers
to the costs for rebuilding and refurbishing the points of sale.

In particular, the investments for the year were mainly attributable to: (i) interventions
for restructuring of selected points of sale costing €6.1 million through the restyling of
the layouts and reduction or expansion of the sales surface area; (ii) investments for the
opening and acquisition of new points of sale in new consumer areas considered to be
strategic or in areas which were not sufficiently covered by the current portfolio of stores
costing €16.5 million; (iii) investments in relocating existing points of sale in consumer
areas considered to be more strategic costing €0.8 million (iv) minor maintenance
interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing €6.9 million; and (v) investments in a new data centre and other tangible
infrastructures costing €7.0 million.
Director’s Report 72 - 73

12. CORPORATE
GOVERNANCE AND
OWNERSHIP STRUCTURES
Unieuro S.p.A. adheres to the Self-Governance Code of listed Italian companies (the
“Code”) and has adapted it to suit its characteristics.

In order to meet the transparency obligations required by regulations in the sector, the
“Report on Corporate Governance and Ownership Structure” was prepared as required
by Article 123-bis of the Consolidated Finance Law which provides a general description
of the governance system adopted by Unieuro S.p.A. and information on ownership
structures, the organisational model adopted pursuant to Legislative Decree 231 of
2001 and the level of compliance with the Self-Governance Code, including the main
governance practices applied and characteristics of the risk management and internal
control system in relation to the financial reporting process.

This document is available at the Company’s website at http://www.unieurocorporate.it/.

The main shareholders of the Company as at 28 February 2018 are:


1. Italian Electronics Holdings, (attributable to the funds managed by Rhone Capital)
which owns 33.8% of the Company’s shares;
2. DSG European Investments Limited (Dixons Carphone) which owns 7.2% of the
Company’s shares;
3. the Silvestrini Family which owns 4.7% of the Company’s shares;
4. the top management of Unieuro which owns 2.3% of the Company’s shares.
13. INFORMATION
ON RELATED-PARTY
TRANSACTIONS
AND NON-RECURRING,
ATYPICAL OR UNUSUAL
TRANSACTIONS
The tables below summarise the Group’s credit and debt relations with related parties as
at 28 February 2018 and as at 28 February 2017:

(Amounts in thousands of Euros)


Statutory Board Main
Type Auditors of Directors managers

As at 28 February 2018

Other current liabilities (75) (190) (365)

Other non-current liabilities - - (487)

Total (75) (190) (852)

(Amounts in thousands of Euros)


Italian
Electronics Statutory Rhône Capital
Type Holdings Ni.Ma S.r.l. Auditors II L.P.

As at 28 February 2017

Trade receivables 179 65 - -

Trade payables - (15) - -

Current tax assets 4,042 - - -

Other current liabilities - - (29) (80)

Other non-current liabilities - - - -

Total 4,221 50 (29) (80)


Director’s Report 74 - 75

Credit and debt relations with related parties as at 28 February 2018


Total balance Impact on balance
Total sheet item sheet item

(630) (163,342) 0.4%

(487) (718) 67.8%

(1,117)

Receivable and payable positions with related parties as at 28 February 2017


Impact
Board Total balance on balance
of Directors Main managers Total sheet item sheet item

- 244 35,203 0.7%

- (15) (334,546) 0.0%

- 4,042 7,955 50.8%

(417) (624) (1,150) (140,327) 0.8%

- - (21) 0.0%

(417) (624) 3,121


The following table summarises the economic relations of the Group to related parties as
at 28 February 2018 and as at 28 February 2017:

(Amounts in thousands of Euros)

Statutory Rhône Capital Board


Type Auditors II L.P. of Directors

As at 28 February 2018

Purchases of materials and external services (87) (151) (571)

Personnel costs - - -

Total (87) (151) (571)

(Amounts in thousands of Euros)


Italian
Electronics Statutory Rhône Capital
Type Holdings Ni.Ma S.r.l. Auditors II L.P.

As at 28 February 2017

Other income 12 - - -
Purchases of materials
and external services - (1,159) (60) (964)

Other operating costs and expenses - (6) - -

Personnel costs - - - -

Financial expenses (788) - - -

Total (776) (1,165) (60) (964)


Director’s Report 76 - 77

Economic relations with related parties (as at 28 February 2018)


Impact
Total balance on balance
Main managers Total sheet item sheet item

- (809) (1,715,540) 0.0%

(4,608) (4,608) (156,296) 2.9%

(4,608) (5,417)

Economic relations with related parties as at 28 February 2017


Impact
Board Total balance on balance
of Directors Main managers Total sheet item sheet item

- - 12 6,360 0.2%

(252) - (2,435) (1,491,938) 0.2%

- - (6) (5,377) 0.1%

(2,331) (3,954) (5,925) (136,633) 4.3%

- - (788) (6,222) 12.7%

(2,583) (3,594) (9,142)


With regard to the periods under consideration, credit/debt and economic relations with
related parties mainly refer to:
• distribution of a dividend of €20,000 thousand through the use of Unieuro profits for
the year ended 28 February 2017, totalling €11,587 thousand and, for the remaining part
€8,413 thousand, through the use of part of the extraordinary reserve, as approved
on 20 June 2017 by the Shareholders’ Meeting of the parent; the share for Italian
Electronics Holdings was €9,598 thousand;
• national tax consolidation scheme, where the option was exercised in 2015 and
generated receivables for Unieuro from the consolidating company Italian Electronics.
Following the loss of control of Italian Electronics Holdings which took place on 6
September 2017, the national tax consolidation scheme was interrupted and Italian
Electronics Holdings as the consolidating party exercised its option with effect from
the year ended 28 February 2015;
• The stock option plan known as the Long-Term Incentive Plan for Executive directors,
contractors and employees of Unieuro. The Plan calls for assigning ordinary shares
derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code;
• a service agreement contract with Rhône Capital II, which involves the provision
of specialised services for: (i) advisory services: strategic and financial planning,
forecasting, consulting for preparing financial reports for clients and support for signing
loan agreements with banks and with third party professionals; (ii) insurance service:
advice in order to determine an appropriate level and type of insurance contracts
already concluded or to be concluded by Unieuro; (iii) corporate communications
services: advice and assistance in public relations with the press and with investors;
(iv) employee services: advice for senior human resources management and incentive
systems reserved for top management; (v) other services. It should be noted that the
service agreement with Rhône Capital II was discontinued during the period, following
the success of the listing project.
• rental fees relating to Unieuro’s registered office in Forlì, several sales points and the
debiting of insurance costs invoiced by Ni.Ma S.r.l., a company with its registered
office in Forlì and invested in by several members of the Silvestrini family (Giuseppe
Silvestrini, Maria Grazia Silvestrini, Luciano Vespignani and Gianpaola Gazzoni,
respectively who each own 25% of the share capital, who are also shareholders of
Italian Electronics Holdings); Note that, on 17 October 2017, the partial demerger
of Italian Electronics Holdings into eight newly established companies took place.
Following the transaction, at the date of these Financial Statements, Ni.Ma S.r.l. is no
longer a related party;
• a cost relating to leasing or letting of real property for guest use, located on via
Focaccia in Forlì, owned by Giuseppe Silvestrini recorded following the definition
of the new perimeter of related parties, signed on 8 August 2017; Following the
transaction, at the date of these Financial Statements, Ni.Ma S.r.l. is no longer a
related party;
Director’s Report 78 - 79

• borrowings from Italian Electronics, granted on 2 December 2013 and interest-bearing.


On 21 November 2016, Unieuro’s Board of Directors approved the full repayment of
the remaining amount owed on the inter-company loan in an amount totalling €21,120
thousand. Therefore, the Intercompany Loan was repaid in full and extinguished on 28
November 2016;
• account keeping service by Unieuro employees with regard to Italian Electronics
Holdings interrupted following the positive outcome of the listing which took place
on 4 April 2017;
• relations with Directors and Main Managers, summarised in the table below:

Main managers

Year ended 28 February 2018 Year ended 28 February 2017

Chief Executive Officer - Giancarlo Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli

Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti

Chief Corporate Development Officer - Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli

Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri

Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).

The table below summarises the Group’s cash flows with related parties as at 28 February
2018 and as at 28 February 2017:

(Amounts in thousands of Euros)

Italian Electronics Statutory


Type Holdings S.r.l. Ni.Ma S.r.l. Auditors
Period from 1 March 2016
to 28 February 2017
Cash flow
generated/(absorbed)
by operating activities (1,656) (1,150) (31)
Cash flow
generated/(absorbed)
by financing activities (24,322) - -

Total (25,978) (1,150) (31)


Period from 1 March 2017
to 28 February 2018
Cash flow
generated/(absorbed)
by operating activities 4,221 50 (25)
Cash flow
generated/(absorbed)
by financing activities (9,598) - -

Total (5,377) 50 (25)


Director’s Report 80 - 81

Related parties
Impact
Rhône Capital Board Main Total balance on balance
II L.P. of Directors managers Total sheet item sheet item

(984) (1,483) (1,457) (6,761) 56,523 (12.0%)

- - - (24,322) (27,461) 88.6%

(984) (1,483) (1,457)

(231) (798) (3,428) (227) 79,576 (0.3%)

- - - (9,598) (3,317) 289.4%

(231) (798) (3,428)


14. INFORMATION ON
CORPORATE BODIES
Unieuro S.p.A. adheres to the Self-Governance Code of listed Italian companies (the
“Code”) and has adapted it to suit its characteristics.

In order to meet the transparency obligations required by regulations in the sector, the
“Report on Corporate Governance and Ownership Structure” was prepared as required
by Article 123-bis of the Consolidated Finance Law which provides a general description
of the governance system adopted by Unieuro S.p.A. and information on ownership
structures, the organisational model adopted pursuant to Legislative Decree 231 of
2001 and the level of compliance with the Self-Governance Code, including the main
governance practices applied and characteristics of the risk management and internal
control system in relation to the financial reporting process.

This document is available at the Company’s website at http://www.unieurocorporate.it/.

14.1 Stock option plans


Call option agreement and transaction bonus
During the financial year ended 28 February 2017, Unieuro launched all the internal
preparatory activities for the listing of the Unieuro’s shares on the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A. The listing project was formally
ratified by the Shareholders’ Meeting of 12 December 2016. Following the launch of this
listing process, in order to confirm the promotion of the Call Option Agreement recipients
the reference shareholder (Italian Electronics Holdings) sought, at the beginning of
February 2017, to change the original option plan by renouncing the previous Call Option
Agreement and, at the same time, assigning a new option plan called the Transaction
Bonus lasting 5 years which included the commitment of Italian Electronics Holdings (i) if
the result of the admission to listing process is positive, the allocation to certain Company
managers, on the day of the establishment of the placement price, by Italian Electronics
Holdings, of a number of Company shares free of charge, with the obligation to sell the
shares granted on the day of the placement and to other managers of a sum in Euros
equal to the value of a pre-established number of shares at the placement price; (ii) in
the case of the sale to a third-party of all or some of the Company shares, the granting to
certain Company managers and employees, before the transfer to third parties, by Italian
Electronics Holdings, of a number of Company shares free of charge, with the obligation
to sell the shares granted to the third-party buyer.
The realisation of events was mutually exclusive therefore, as the first event is realised in
terms of time, the possibility of the second event automatically becomes ineffective. On 4
April 2017, the holding company Italian Electronics Holdings completed the listing process
for the shares of Unieuro S.p.A. on the Electronic Stock Exchange - STAR Segment of
Borsa Italiana S.p.A. and placed 31.8% of the Company’s capital valued at €70 million.
Director’s Report 82 - 83

The revision of the assignment mechanism, which took place by revoking the previous
Call Option Agreement and simultaneously having beneficiaries sign the Transaction
Bonus, was structured as an amendment to the existing plan which resulted in an event
to accelerate the vesting period.

To define the length of the vesting period, the new deadline considered for the service
period of the recipients for the purpose of the definition of the vesting period, was 4
April 2017, the placement date of the shares on the Mercato Telematico Azionario. The
amount of personnel costs to be allocated to the income statement, with the offsetting
item being the specific reserve for share-based payments, was therefore revised in the
light of the new vesting deadline.

The cost for the Call Option Agreement included in the financial statements as at 28
February 2018 was €0.7 million.

Long-Term Incentive Plan


On 6 February 2017, the Extraordinary Shareholders- Meeting of Unieuro approved the
adoption of a stock option plan (the “Plan” or “Long-Term Incentive Plan” or “LTIP”)
reserved for Executive Directors, associates and employees (executives and others) of
Unieuro. The Plan calls for assigning ordinary shares derived from a capital increase with
no option rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian Civil Code
approved by Unieuro’s Shareholders’ Meeting on the same date.

The Plan specifies the following objectives: (i) to focus the attention of people covered
by the plan on matters of strategic importance to Unieuro, (ii) to increase loyalty among
people covered by the plan and incentivise them to remain with Unieuro, (iii) to increase
the competitiveness of the company by identifying medium-term objectives and
promoting the creation of value both for Unieuro and its shareholders and (v) to ensure
that the overall remuneration of the people covered by the plan remains competitive on
the market.

The implementation and definition of specific features of the Plan were referred to the
same Shareholders’ Meeting for specific definition by the Unieuro Board of Directors.
On 29 June 2017, the Board of Directors approved the plan regulations (“Regulations”)
whereby the terms and conditions of implementation of the Plan were determined.

The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.
The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to
the conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
• Recipients: the Plan is addressed to Directors with executive type positions, associates
and employees (managers and others) of Unieuro (the “Recipients”) that were identified
by the Board of Directors within those who have an ongoing employment relationship
with Unieuro and/or other companies of the Group. Identification of the Recipients was
made on the basis of a discretionary judgement of the Board of Directors that, given
the purpose of the Plan, the strategies of Unieuro and the Group and the objectives to
be achieved, took into account, among other things, the strategic importance of the
role and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
ordinary shares in Unieuro for a maximum of 860,215 options, each of which entitling
the bearer to subscribe one newly issued ordinary share (“Options”). If the target is
exceeded with a performance of 120%, the number of Options will be increased up
to 1,032,258. A share capital increase was approved for this purpose for a nominal
maximum of €206,452, in addition to the share premium, for a total value (capital
plus premium) equal to the price at which Unieuro’s shares will be placed on the MTA
through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights: the subscription of the shares can only be carried out after 31 July
2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options will
happen on 31 July 2020 provided that: (i) the working relationship with the Recipient
persists until that date and (ii) the objectives are complied with, in terms of distributable
profits, as indicated in the business plan on the basis of the following criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
Director’s Report 84 - 85

• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to €11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Plan until
completion of the vesting period (29 February 2020) with the exercise of company
rights pertaining to the Shares obtained during that year with the exercise of
Subscription Rights;
• Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July
2025.

The cost for the Long-Term Incentive Plan included in the financial statements as at 28
February 2018 was €1.4 million.

14.2 Treasury shares and holding Unieuro shares


During the year, Unieuro S.p.A. did not purchase or sell any treasury shares directly or
through an intermediary.
15. STAFF-RELATED
INFORMATION
Composition of workforce
Below is a breakdown of employees by classification.

28 February 2018 28 February 2017

Unieuro S.p.A. Monclick S.r.l. Unieuro S.p.A.

Executives 17 3 10

Middle managers 57 1 56

Office workers 4,444 35 3,787

Factory workers 1 - 48

Apprentices 17 - -

Temporary staff - - -

Total 4,536 39 3,901

Gender equality and work environment


The equal treatment of individuals is carried out at the Unieuro Group by ensuring that
starting with the selection phase and in all work performed, there will be no discrimination
on the basis of race, sex, nationality, sexual orientation, social status, physical appearance,
religion or political affiliation.

Search and selection


The Unieuro Group undertakes to encourage the development and implementation of
transparent hiring practices in full compliance with equal opportunities. The criteria
guiding candidate selection are professionalism and compliance with the skills and
attitude required to fill the open position.

The tools and channels used to find candidates, in descending priority order, are the
company’s website in the “Work with us” section and relationships with recruiting and
selection companies with which specific partnerships are maintained.

Training, organisation and compensation policies


At the Unieuro Group, training is an (in)tangible investment in our most important asset:
our employees. Every year the Group invests significant resources in the professional
and managerial training of employees using tools such as direct teaching, webinars,
conferences, tutoring, simulations, on-the-job training, e-learning and staff training.

In addition to mandatory training courses (health and safety, Organisational Model


231, privacy), there are managerial and professional training programmes for store and
head office staff. As an example, topics covered range from people management to
Director’s Report 86 - 87

effective communications, from sales techniques to visual merchandising and from work
organisation to sales management at the points of sale.

The company’s academy for apprentice managers is particularly important in the


professional development and growth of its human resources. Participants, who are
identified out of the pool of individuals at the company through an internal candidacy
process, assessment centres and individual interviews, participate in on-the-job and
classroom training that lasts 6 months.

In order to meet the transparency obligations required by regulations, the “Remuneration


Report” was prepared pursuant to Article 123-bis of the Consolidated Finance Law and
Article 84-quater of the Issuers’ Regulation.

This document is available at the Unieuro website at http://www.unieurocorporate.it/.

Protection of health and safety


For the Group, the health and safety of all human resources in the workplace in accordance
with current regulations is a priority. In particular, the Group takes steps to provide work
conditions that respect the physical and moral integrity of workers.
16. MANAGEMENT AND
COORDINATION ACTIVITIES
Unieuro S.p.A. is not subject to the management or coordination of companies or entities
and it determines its general and operational strategies in full autonomy.
Director’s Report 88 - 89

17. THE MAIN RISKS AND


UNCERTAINTIES TO WHICH
THE GROUP IS EXPOSED
The Group is exposed to a number of risks that can be grouped into the three large
categories listed below:
- strategic and operational risks;
- financial risks;
- legal and non-compliance risks.

17.1 Strategic and operational risks


Risks connected with competition and competitiveness: The Unieuro Group is exposed
to the risk of not being able to maintain its competitive position in the market and/or
of not being able to properly assess future developments in consumer preferences in
relation to market trends.

Risks connected with the economic situation and dependence on the Italian market: The
Unieuro Group is exposed to the risk of a potential reduction in future revenues resulting
from the limited purchasing power of the average consumer due to any continuing
phenomena of an economic recession. If the current period of gradual economic recovery
stalls or reverses, or if there are other periods of economic and/or financial crises, there
could be negative repercussions on the Group’s income statement, balance sheet and
cash flows.

Risks connected with recognition of the brand: the decrease in the recognition and
distinctive features of the Unieuro and Monclick brands could impair the Group’s
competitive position in its reference market. The Group’s strategy is aimed at improving
the reputation of the Unieuro and Monclick brands by focusing on the breadth of the
range of products offered and product quality and innovation and by providing customers
with a range of products that are affordable.

In order to improve the recognition of its brands, the Group conducts advertising
campaigns through traditional means of communication (advertising inserts, leaflets,
television spots, posters, etc.) and through its website and social media. Any promotional
activities not in keeping with the positioning of the Unieuro and Monclick brands and not
consistent with the sales strategy could turn out to be ineffective and have a negative
impact on the Group’s image and the perception of its brands.
Risks associated with the management of directly operated points of sale: The Unieuro
Group is exposed to the risk of having to compete with the pricing offered by other
competing companies when renewing agreements for directly operated points of sale.

Risks associated with points of sale that are not directly operated and relations with
affiliates: The Unieuro Group is exposed to the risk of losing commercial relationships
with its affiliates and/or the deterioration of their pricing that could result in a reduction
in related revenues.

Risks associated with recent and/or potential future acquisitions: The Unieuro Group
might be exposed to liabilities that did not arise during the pre-acquisition due diligence
process or are not covered by contractual provisions relating to companies acquired in
the past or to be acquired in the future. In any case, the assessments performed during
the period before an acquisition may not be accurate.

Risks associated with the evolution and growth of e-commerce The Unieuro Group is
exposed to the risk of not being innovative and not enhancing its e-commerce platform
and not offering its customers a platform in keeping with that of its competitors. The
Unieuro Group has made several investments in the online sales channel in order to offer
its customers a technologically advanced e-commerce platform that is seen as easy to
use and intuitive by users. In this context, it should be noted that the e-commerce sector
is characterised by the rapid growth in technology and business models (e.g. the creation
of websites available on mobile devices).

Among other things, the Unieuro Group’s success and competitiveness depend on the
ability to innovate and enhance its technologies and adapt them, from time to time, to
respond to changes and technological advances without generating cannibalisation
phenomena to the detriment of the traditional distribution channels that the Unieuro
Group also uses.

Risks associated with supplemental warranties: The Unieuro Group is exposed to the
risk that the estimates, on the basis of which it develops its strategy in the area of offering
supplemental warranties, turn out to be incorrect. Although at the date of this Report
the Unieuro Group had not recorded any requests for product repairs or replacements
greater than estimates made, the risk cannot be ruled out that the actual requests for
remedies under supplemental warranties turn out to be significantly higher than the
Group’s projections with potential negative repercussions on the Company’s income
statement, balance sheet or cash flows.

Risks associated with supplier relations: The Unieuro Group is exposed to the risk of
potential problems in the management of trade relations with its suppliers. Most suppliers
the Group relies on establish a maximum limit of credit available to individual customers
who turn to them to supply merchandise on the basis of credit facilities granted to such
companies by insurance companies operating in this specific area. In general, these
facilities are provided on the basis of numerous factors such as the domestic economic
environment, country risk and each customer’s financial position and creditworthiness.
If these factors deteriorate, the amount of credit available to the Group could decline,
Director’s Report 90 - 91

or in any event, be lower than expectations. In this case, several suppliers could decide
to reduce or terminate credit facilities provided to the Group, which could adversely
affect the Group’s procurement of electronic products and ultimately its ability to meet
customer demand with potential significant negative repercussions on the Group’s
income statement, cash flows and balance sheet.

Other operational risks: this category includes risks typical of the consumer electronics
sector connected with: opening new points of sale, seasonality, failure to implement or
the delayed implementation of its business strategy, the technological development
of electronic products and the perception of new trends, the availability of products
and inventory obsolescence, the operations of the logistics centre and procurement of
products marketed, possible restrictions on imports, product liability, the operation of IT
systems, management of post-sale customer assistance services, e-commerce fraud and
services provided by third parties. The Group manages and measures these risks and
they are reflected in the financial statements in items related to inventories, with respect
to provisions for obsolescence and in provisions for risks and charges. For additional
information on provisions and write-downs made during the year ended 28 February
2018, see the related notes to the consolidated financial statements.

17.2 Financial risks


The main financial risks to which the Group is exposed are liquidity risk, interest rate risk,
credit risk and risks connected with the Group’s net financial debt.

Liquidity risk: the Group defines liquidity risk as the possibility that the Group may not
be able to promptly fulfil its obligations. The Group manages its liquidity by taking into
account the seasonality of cash flows from retail sales, which may result in a certain
unevenness in cash flows from sales and operating costs in several months of the year.
This risk is contained through measures aimed at ensuring a balanced capital structure,
diversified sources of funding, the spread of due dates for financial debt over a broad
time horizon, the maintenance of unused committed lines of credit and defined limits on
maturity and credit counterparties in the management of liquidity.

From a structural standpoint, the Group has negative working capital and, as a result, it is
exposed to the risk of the inability to raise the financial resources necessary to meet the
related financial needs (primarily in the first half of the year). This peculiarity is mainly due
to the following structural characteristics of the business conducted by the Group: (i) a
small amount of trade receivables generated mainly by the Wholesale channel relative to
sales volume, since most sales are very quickly transformed into cash, which is typical of
retail sales to end customers; and (ii) inventories in an amount structurally proportional
to turnover. On the other hand, the amount of current liabilities and especially trade
payables, tends to permanently exceed the amount of current assets.

Unieuro has a revolving line of €90.0 million, which is generally fully utilised in the first
half of each year to meet the related financial requirements and is instead repaid during
periods of the greatest cash generation (typically the last half of each year).
The Company believes that existing lines of credit and loans as at 28 February 2018 are
sufficient to cover requirements from its operating and investment activities and to repay
maturing debt.

Interest rate risk: the Group is exposed to interest rate risk largely in relation to floating
rate financial liabilities.

Most of the Group’s debt exposure is at a floating rate. The Group continually monitors
interest rate trends using instruments to hedge against the risk of fluctuating interest
rates when deemed appropriate.

Credit risk: this is related to the Group’s exposure to potential losses resulting from the
failure of financial or commercial counterparties to fulfil their obligations. The Group
has receivable monitoring processes that call for analysing the customers’ reliability,
assigning a credit line and controlling exposure using reports that break down maturities
and average collection periods. There are no significant concentrations of risk as at 28
February 2018.

Risks associated with the Group’s net financial debt: The seasonality of business cycles
and the Group’s revenue trends do not rule out the possibility that the Group may need
to obtain new lines of credit to meet its financial requirements.

17.3 Legal and non-compliance risks


The Group defines non-compliance risk as the possibility of incurring legal and/or
administrative sanctions, financial losses or reputational damage as a result of violations
of mandatory provisions (of laws or regulations) or of company regulations (articles of
association, codes of conduct, self-governance codes). The main risks of this type can be
grouped in the categories described below.

Risks associated with the regulatory context: the Group conducts its business in sectors
regulated by national, EU and international regulations, the violation or change in which
could result in limitations of its operations or increased costs. In the future, it is possible
that there will be changes in tax and other rules and in existing regulations, including
from the standpoint of interpretations, that could result in the Group’s liability or have a
negative impact on its business with a possible negative impact on its income statement,
balance sheet and/or cash flows.

Any legislative or regulatory changes (e.g. in relations between lessors and lessees,
taxation and related income and the issuance and maintenance of administrative
authorisations to perform business activities) could affect the Group’s balance sheet,
income statement and cash flows. Furthermore, any suspension and/or revocation of
licences or authorisations required by current legislation in Italy as a necessary condition
for conducting business activity at points of sale and any mandatory measures required
by competent authorities to confirm or issue such authorisations or licences could have a
potential negative effect on Unieuro’s operations or outlook, or on its income statement,
balance sheet and cash flows.
Director’s Report 92 - 93

Risks associated with compliance with occupational health and safety and environmental
regulations: the Group is subject to laws and regulations protecting the environment
and health; therefore, any violations of the above-mentioned regulations could involve
limitations to the activities of the Group or significant additional costs.

The Group performs its business in sectors regulated by national and EU regulations
concerning environmental protection and health and safety in the workplace. In accordance
with the obligations of regulations on environmental protection and health and safety in
the workplace, the Group makes the investments necessary to ensure compliance with
the provisions of applicable laws and regulations. In this regard, in July 2016, Legislative
Decree 121 (the so-called “1 vs. 0” Decree) went into effect that calls for the free collection
of very small electric and electronic devices (RAFE) by distributors of appliances and
consumer electronics goods. The decree also specifies technical requirements for
the preliminary deposit and collection to be carried out at such distributors and the
subsequent transport and transfer, with the resulting obligations for distributors to
comply with the legal requirements set forth in the decree. It is possible that the Group
must, in the future, incur extraordinary expenses for actions brought against the Group
for problems related to the environment, health and safety in the workplace and/or the
Group may be required to make significant investments to comply with changes dictated
by regulations concerning these obligations with a resulting negative impact on the
balance sheet, income statement and cash flows.
18. SIGNIFICANT EVENTS
DURING AND AFTER
THE YEAR
The stock market listing
On 4 April 2017, Unieuro shares - with the ticker UNIR - made their début on the STAR
segment of the MTA organised and managed by Borsa Italiana S.p.A., following a placement
aimed at Italian and international institutional investors. As part of the transaction and
considering the greenshoe option, 6,901,573 shares were allocated for sale by Italian
Electronics Holding S.r.l. (“IEH”).

At the allocation price, equal to €11.00 per share, the total proceeds from the transaction
amounted to €75.9 million, which corresponded to a market capitalisation of the company
equal to €220 million.

The acquisition of 21 stores in central Italy from Andreoli S.p.A. (Euronics)


On 18 April 2017, Unieuro announced the acquisition of a business unit from Andreoli
S.p.A., in an agreement among creditors, consisting of 21 direct sales outlets in central
Italy, mainly located in commercial centres and with sizes between 1,200 and 1,500 m2.

The acquired chain previously operated under the brand name Euronics in southern
Lazio, Abruzzo and Molise. The acquisition, valued at €12.2 million, was completed on 17
May 2017. Following the payment of the debts to the store personnel, the total financial
outlay was approximately €9.4 million.

On 1 July 2017, following a decisive relaunch plan which included the adoption of the
brand, the redevelopment of the spaces, the re-assortment of products and the adoption
of new information systems, Unieuro reopened to the public the outlets acquired.

The closing of the Monclick acquisition


On 9 June 2017, Unieuro concluded the acquisition from Project Shop Land S.p.A. of
100% of Monclick S.r.l., one of the leading online operators in Italy, active in the consumer
electronics market and in the online B2B2C market.

The acquisition, announced on 23 February 2017, has a strong strategic value for Unieuro
as it allows it to significantly increase its turnover in the online segment, reinforcing its
positioning in the domestic market and allowing entry into the promising B2B2C sector.

The value of the transaction is €10 million, of which €3.5 million was paid at the closing
and the remainder deferred over 5 years.

The subscription of a new line of credit


On 16 June 2017, Unieuro signed a new credit line with a pool of banks for a maximum
Director’s Report 94 - 95

amount of €50 million for a three-year period, aimed at equipping the company with
additional resources to finance growth through acquisitions and the openings of
new sales outlets, confirming Unieuro’s willingness to assert itself as a leader and
consolidator in the Italian consumer electronics market. The line of credit was repaid
early in January 2018 under the scope of the general redefinition of Unieuro’s lines of
credit, which led to three new lines of credit with significantly better conditions being
taken out.

The 2017 Shareholders’ Meeting


On 20 June 2017, the Unieuro Shareholders’ Meeting, which was convened in a single call,
(i) approved the Separate Financial Statements as at 28 February 2017; (ii) resolved the
destination of the operating profit and the distribution of the dividend of €1 per share,
totalling €20 million paid later on 27 September 2017; and (iii) expressed a favourable
vote on the first section of the Remuneration Report.

The new flagship store in Rome


In June 2017, Unieuro announced an agreement with the owner of the Euroma2 shopping
centre for the management of a store of about 3,000 square metres. The megastore,
which previously operated under the Trony brand, was inaugurated on 20 September
2017 and allowed the strengthening of the presence of Unieuro in the highly strategic
Roman market.
When fully operational, annual revenues are estimated to be between €20-25 million.

Theft of goods from the Piacenza warehouse


On 19 August 2017, Unieuro suffered the theft of a significant quantity of technological
products stored at its warehouse in Piacenza. It is expected that the damage, quantifiable
at around €2.7 million, will be covered by the insurance policies that Unieuro had stipulated
at the time.

Transaction of accelerated bookbuilding by the majority shareholder


Italian Electronics Holdings
On 5 September 2017, IEH initiated an accelerated bookbuilding transaction on 3.5
million of Unieuro ordinary shares corresponding to 17.5% of Unieuro’s share capital. The
transaction was concluded the following day with the placement of shares with Italian
and international institutional investors at a price of €16.00 per share, equal to a total
consideration of approximately €56 million.
Following the conclusion of the offer, IEH continued to hold a relative majority stake in
Unieuro corresponding to 47.99% of the existing share capital.

The resignation of a member of the BoD and the co-opting of a new


board member
On 25 September 2017, the non-executive director of Unieuro Nancy Arlene Cooper
resigned from office for personal reasons. The Board of Directors, which met on 12
October 2017 to approve the Half-Year Financial Report, co-opted Uwe-Ernst Bufe as a
new non-executive director.
Acquisition of 19 sales outlets from Cerioni (Euronics)
On 4 October 2017, Unieuro acquired a business unit from Cerioni S.p.A. composed of
19 direct stores, operating under the Euronics brand in Marche (12 stores) and in Emilia
Romagna (7 stores).

The acquired sales outlets, sized between 500 and 4,000 m2 for a total sales area of over
25,000 m2, allowed Unieuro to increase the expansion of its direct network in central Italy.

The transaction took place without the assumption of financial and/or supplier payables,
for a total equivalent value of €8 million, of which €1.6 million is due at the closing and €6.4
million is to be paid in half-yearly instalments over the next three years. The transaction
was funded with recourse to the cash and cash equivalents and to the lines of credit
made available by lending institutions.

The completion of the acquisition took place in three tranches: a first business unit
composed of 11 stores was definitively acquired on 31 October 2017 with the reopening
to the public on 16 November; a further 6 sales outlets went to Unieuro on 21 November
(and reopened on 8 December); the closing of the last two sales outlets finally took place
on 21 December and reopened on 27 January.

The demerger of Italian Electronics Holdings


On 17 October 2017, the partial demerger of Italian Electronics Holdings S.r.l. into eight
newly established companies took place. Following the transaction, at the date of this
Annual Report, Italian Electronics Holdings S.r.l. is indirectly invested in 100% by the private
equity fund Rhône Capital and owns a 33.82% stake in Unieuro thereby maintaining ex
art. 93 TUF control of the company in the light of the current shareholding structure.

The table below illustrates the Unieuro shares owned by Italian Electronics Holdings S.r.l.
and the beneficiary companies of the demerger:

% of voting rights of ordinary


Shareholder Ordinary shares shares in circulation

IEH 6,763,088 33.82%

Alfa S.r.l. 1,436,028 7.18%

Alexander S.r.l. 379,729 1.90%

Victor S.r.l. 567,433 2.84%

GNM Investimenti S.r.l. 136,977 0.68%

Giufra S.r.l. 119,807 0.60%

Gami S.r.l. 79,083 0.40%

MT Invest S.r.l. 79,083 0.40%

Theta S.r.l. 37,197 0.19%


Director’s Report 96 - 97

Subsequently, Italian Electronics Holdings S.r.l. transferred its registered office to


Luxembourg, changing its company name to Italian Electronics Holdings S.à.r.l. and has
entered into a reverse merger with International Retail Holdings S.à.r.l.. Following the
above transactions, it is 100% indirectly owned by the private equity fund Rhône Capital.

The reorganisation of the lines of credit


On 22 December 2017, Unieuro took out new lines of credit totalling €190 million from a
syndicate of banks including Intesa Sanpaolo S.p.A., Banco BPM S.p.A. and Gruppo Crédit
Agricole, with Banca IMI S.p.A. acting as the agent.

The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. Existing loans were repaid in full in January.

The new lines, including a €100 million amortizing term loan and €90 million in revolving
facilities, are at significantly better conditions compared with the previous loans,
particularly with regard to (i) a reduction in the interest rate; (ii) the extension of the
duration by five years; (iii) greater operational flexibility related to the reduction in the
number of funding institutions, covenants and contractual restraints; as well as (iv) the
removal of collateral in favour of the lending banks.
19. FORESEEABLE
OPERATING EVOLUTION
In the 2018/2019 tax year the Unieuro Group expects the market to grow slightly, driven
by growth in the online sector with a slight contraction of the offline sector. The combined
provisions of these trends could bring further consolidation opportunities during the year
in a still challenging market context.

In 2018/2019, the Unieuro Group expects further expansion of sales, mainly thanks to the
contribution of the Retail channel driven by 12 months of fully operational stores acquired
during the previous tax year, as well as the intervention plan for the store portfolio and
new openings. As far as the Online channel is concerned, sales are forecast to increase
also thanks to the full contribution of the subsidiary Monclick over 12 months.

Added to this, hopefully, will be further acquisitions of minor entities to increase the
widespread network, support the omnichannel strategy of the Unieuro Group and allow
better absorption of fixed costs.

In order to support the increased sales volumes, the Unieuro Group will inaugurate a new
logistics hub next year, twice the size of the current one, with cutting-edge technological
systems which will enable a further improvement in service levels.

In terms of financial management, the operating cash flow is expected to be essentially


in line, with investments up as a result of the construction of the new logistics hub.
Investments will be directed at improving the network of stores, their expansion and
innovation to digitise our stores and develop advanced functions for online platforms,
with the objective of making the omnichannel experience of each customer increasingly
more practical and pleasant.
Director’s Report 98 - 99

20. CONSOLIDATED
NON-FINANCIAL
STATEMENT OF THE
UNIEURO GROUP
1. How to read the consolidated non-financial
statement of the Unieuro Group
The Consolidated Non-Financial Statement of the Unieuro S.p.A. Group (hereinafter
also “Statement”), drafted pursuant to Legislative Decree no. 254/2016 implementing
Directive 2014/95/EU, presents information and data on the policies practised and the
management of environmental, social, personnel-related issues, respect for human rights
and the fight against active and passive corruption, useful to ensure the understanding
of the activities carried out by the Group in these areas, its performance, the results
achieved and the impacts deriving from them.

The drafting of the Statement is based on specific principles and methodologies foreseen
by the most recent standards published in 2016 by the Global Reporting Initiative (GRI
Standards – “core” option), authoritative Independent Body1 dedicated to defining
models for non-financial reporting. In particular, the Statement refers to the 2016 GRI
Standards indicated in the GRI Content Index table presented on para. 37.

The extent and quality of the reporting reflect the principle of materiality, an element
foreseen by the relevant legislation and characterising the GRI Standards: the topics
dealt with in the Statement are those that, after careful evaluation, have been considered
relevant as able to reflect the social and environmental impacts of the Group’s activities
or to influence the decisions of its stakeholders.

As required by Legislative Decree 254/2016, the Statement will be published annually


and is subject to a judgement of conformity of the information provided with respect
to the requests of the afore-mentioned Decree and the standard used by the statutory
auditor of the statutory financial statements.

28
The Global Reporting Initiative is a non-profit organisation founded in Boston in 1997 with the aim of creating
a useful support to the reporting of the sustainable performance of organisations of any size, belonging to any
sector and country in the world. In 2001 it was recognised as an Independent Body by the United Nations and in
2002 the UNEP (United Nations Environment Program) formally recognised and shared its principles by inviting
all UN Member States to identify an official headquarters as a body recognised by the United Nations.
Reporting scope
The qualitative and quantitative information contained in the Statement refers to the
performance of the Unieuro Group (hereinafter also the “Group”) for the year ended 28
February 2018. Below, the terms “Unieuro” or “Group” shall mean the group of companies
consisting of the parent company Unieuro S.p.A. and the subsidiary Monclick S.r.l.,
whereas by the terms “Unieuro S.p.A.” or “Company” we refer exclusively to the parent
company Unieuro S.p.A.

Where available, as from this first reporting year, a comparison is made with the previous
year to make data and information comparable and to facilitate the understanding of
performance trends. Finally, it should be noted that some issues and indicators may have
a different reporting scope compared to the one relating to the Group, if these have been
assessed by management as not relevant for a company in consideration of the specific
activities carried out. In this case, in the text, the reference scope of the topic/indicator
is clearly explained.

In order to be able to provide a picture as up-to-date as possible with respect to the


reference company scope for the drafting of the Statement, it should be noted that
the subsidiary Monclick S.r.l. was acquired during the year ended 28 February 2018 and
entered the consolidation perimeter on 9 June 2017, with retroactive accounting effect
at 1 June 2017.

Relevant issues for Unieuro


Based on what is governed by the regulations and defined by the GRI Standards, an
analysis of materiality (significance) of the Group’s non-financial issues was carried out,
which allowed the set of aspects to be reported in the Statement to be defined.

The materiality analysis process can be divided into three main phases: preliminary
identification, evaluation and definition of the relevant issues. Considering as a starting
point the indications provided by Legislative Decree 254/2016, the potentially relevant
issues were first identified on the basis of an analysis of the activities carried out by
Unieuro, the characteristics of the sector, the approaches adopted by comparable
companies at national and international level and the themes suggested by the GRI
for each economic sector. Subsequently, the issues that emerged were discussed and
evaluated by management in dedicated meetings so as to allow the definition of those
that are most representative of the socio-environmental impacts generated by the Group.
At the end of the analysis, a series of material issues related to the aspects governed by
the Legislative Decree 254/2016 were identified.
Director’s Report 100 - 101

High relevance

Transparency of product
and offer information to customers

Health and safety


Safety of commercial products of employees
and collaborators
Relevance to Stakeholders

Consumer privacy

Corruption Selection and


management of suppliers
Diversity and Equal Opportunity
Staff training
Waste management and career development

Support to
local communities

Resource
consumption
and emissions Relations with trade unions
Relevance

Relevance High relevance

Relevance to Unieuro

Matrix of materiality
The following table summarises the scope of each material topic, highlighting the entities
within the Group and the external stakeholders (stakeholder) that are involved in the
possible impacts that these imply. Furthermore, it should be noted that, where the issue
does not concern the entire Group, the company excluded from the scope of consolidation
was considered irrelevant in consideration of the type of activity performed.

Relevant topics Internal perimeter Stakeholder

Consumption of resources and emissions Group Community, Environment

Waste management Group Community, Environment

Selection and management of suppliers Group Providers

Consumer privacy Group Clients

Safety of products on the market Group Clients

Support for local communities Unieuro S.p.A. Community


Transparency of information
on products and offers to customers Group Users

Diversity and equal opportunities Group -

Staff training and career development Group Customers, Users

Relations with the trade unions Group Labour unions


Health and safety of employees
and collaborators Group -
Communities, organisations
Corruption Group and institutions, suppliers

Involvement of stakeholders
The involvement of stakeholders is an opportunity for the Group to listen and exchange
a dialogue that is essential to understand the level of satisfaction with their work. In 2017,
Unieuro initiated a process for identifying stakeholders, also aimed at identifying the
issues relevant to the preparation of the first consolidated statement of a non-financial
nature. In particular, a mapping of the stakeholders was carried out, starting from those
identified in the Code of Ethics, selecting: the categories whose interests are relevant
based on direct and indirect relationships with the Group, the categories whose interests
may be directly or indirectly conditioned or influenced by the company’s activities and,
finally, those on which the effects of the activities carried out by the Group would be
most affected. Unieuro develops its own process of stakeholder engagement starting
from the values of honesty, transparency and open dialogue and it is thanks to this
approach that it is able to pursue the dual objective of creating economic value and
shared value for its stakeholders.
Director’s Report 102 - 103

Commercial
Partners

Shareholders Customers

Suppliers
and External Competitors
Partners

Employees

2. Group Profile
Unieuro’s mission is to combine the needs of today’s customers with tomorrow’s
technological solutions, thanks to the convenience of its products and services and the
acceptance of its people, the widespread presence, the vast assortment, as well as the
ability to organise the offer in a clear and relevant way. The corporate values that inspire
the Group’s activities are:

PASSION CLOSENESS
In the desire to do, to Both territorial and in
grow, to anticipate the timely and accurate
understanding of its
customers’ needs

EXPERIENCE COMMITMENT
Inherent in the history In activities, actions
and tradition of and towards the
Unieuro community
Unieuro is today the largest omnichannel distributor of consumer electronics and home
appliances in Italy, thanks to a capillary network of 497 stores between direct (225)
and affiliates (272) throughout the national territory, to the digital platform, unieuro.it
and to the Monclick-e-tailer. Listed on the STAR segment of the Italian Stock Exchange
since April 2017, the company has a staff of 4,573 employees, is based in Forlì and has a
logistic centre centralised in Piacenza, with approximately 190 employees managing the
warehouse at dependencies of external cooperatives.

Employees by geographical region

Employees by 28/02/2018 28/02/2017


u.m.
geographical region
Man Woman Total Man Woman Total

Valle d'Aosta 7 10 17 7 10 17

Lombardy 371 311 682 331 291 622

Piemonte 213 275 488 205 266 471

Trentino Alto Adige 18 12 30 18 16 34

Veneto 262 189 451 266 199 465

Friuli Venezia Giulia 49 57 106 49 57 106

Liguria 102 118 220 92 109 201

Emilia Romagna 418 370 788 348 317 665

Toscana 84 108 192 94 114 208

Abruzzo 28 31 59 7 6 13

Marche N° 134 113 247 48 51 99

Umbria 17 14 31 15 15 30

Molise 25 15 40 12 5 17

Lazio 421 365 786 265 252 517

Sardinia 57 62 119 59 62 121

Campania 19 9 28 15 10 25

Puglia 84 55 139 84 54 138

Basilicata 32 16 48 32 16 48

Calabria 11 15 26 11 15 26

Sicilia 33 43 76 34 45 79

Total 2.385 2.188 4.573 1.992 1.910 3.902

All the stores, both direct and affiliated, are distinguished by the Unieuro brand, one of
the most recognisable and established in the sector, which presents itself as the sole
interlocutor of a coherent communication ecosystem on all channels, online and off-line.
Director’s Report 104 - 105

Through the various distribution channels - integrated and converging - in which it


operates, Unieuro markets a wide range of products conventionally divided into five
product categories:

GREY WHITE BROWN


Includes products Includes both large Consisting of televisions
belonging to consumer domestic appliances such and related accessories,
electronics such as as washing machines smart-TV devices and car
telephones, smartphones, and refrigerators, and accessories, as well as
tablets, desktop or small appliances such memory systems such as
portable computers, as blenders and vacuum CDs/DVDs or USB sticks.
cameras and video cleaners, as well as
cameras; products related to “home
comfort”, mainly fixed and
mobile air conditioners;

SERVICES OTHER PRODUCTS


Including home delivery, Include entertainment-
installation, collection related products such as
of used items, extended consoles and video games,
warranty, consumer credit as well as all items sold by
services through financial Unieuro that do not belong
intermediaries and after- to the macro-categories of
sales assistance. consumer electronics and
home appliances such as
drones, bicycles and hover
boards;

In addition to the sale of products from third-party suppliers, Unieuro S.p.A. also markets
products with proprietary brands. This is particularly some lines of appliances, large and
small, produced by third-party suppliers that are marketed under the “Electroline” brand.

The subsidiary Monclick S.r.l. however, mainly deals with consumer electronics, home
appliances and home entertainment through two business lines: on the one hand direct
sale to the final consumer through the e-commerce platform and on the other hand the
management of online platforms of partner companies (e.g. banks and phone companies)
for which Monclick oversees the entire process that goes from the definition of the
technological structure of their e-commerce site connected to the main Monclick site, to
the procurement of products and the delivery and management of after-sales services.
Unieuro is a member of the Aires Association (Italian Association of Retailer Specialised
Appliances), which brings together the main companies and distribution groups
specialised in consumer electronics and home appliances, in turn joining Confcommercio
Imprese per l’Italia.

Unieuro is also associated with Confimprese, which groups primary operators with direct
and franchised distribution networks, regardless of the product sector in which they operate.

At a local level, it is finally associated with Confindustria Forlì, Ascom Forlì and Confapi
of Piacenza, to protect its interests in the territories in which the head office and the
logistics hub are located respectively.

Shareholding and corporate structure


Until then wholly owned by the holding company Italian Electronics Holdings S.r.l. (IEH),
Unieuro S.p.A. was listed on the Stock Exchange on 4 April 2017 following an initial public
offering (IPO) through which the majority shareholder placed 35% of the share capital
with institutional investors, including the exercise of the greenshoe option.

The début in the Business Market represented an important step in the Company’s
history, which set the conditions for continuing the expansion process in traditional and
digital channels, thanks to renewed visibility on the financial markets and the prestige
and transparency deriving from the listing on the STAR segment of the Italian Stock
Exchange.

On 5 September 2017, IEH launched an accelerated bookbuilding transaction on a further


17.5% of Unieuro’s share capital, after which IEH continued to maintain a relative majority
stake in Unieuro, corresponding to 47.99% of existing share capital.

Following the non-proportional demerger of IEH, announced on 17 October 2017, the


share capital at the end of the year is as follows:

Share capital of Unieuro S.p.A.

Shareholder %

Rhône Capital (through Italian Electronics Holdings S.à.r.l.) 33.8

Dixons Carphone plc (through Alfa S.r.l.) 7.2

Silvestrini family (through Alexander S.r.l. and Victor S.r.l.) 4.7

Management Unieuro 2.3

Floating 52.0

The Unieuro Group, created following the acquisition of Monclick, consists of a parent
company (Unieuro S.p.A.) and the wholly owned subsidiary Monclick S.r.l, consolidated
starting from 1 June 2017.
Director’s Report 106 - 107

Dialogue with shareholders


Following its Stock Exchange floatation, Unieuro guaranteed constant willingness for
dialogue and discussion with shareholders and potential investors thanks to the Investor
Relations function, structured and adapted to the needs of a company of its size.

In the first year of listing, Unieuro S.p.A. has been called to demonstrate that it can realise
its vision (continue to grow profitably enhancing the centrality of the customer and the
omnichannel opportunities), illustrated during the IPO and promotional activities were
organised to boost the largest possible coverage of the Unieuro stock by financial analysts
and maximum interest from institutional investors.

In 2017/18, these activities resulted in the organisation of two half-yearly conference calls
for a public and direct comparison with the management on the half-yearly and annual
results, in the organisation of four roadshows in Italy and abroad and in the participation
in four investor conferences organised by financial intermediaries to promote the direct
relationship between companies and market operators.

The main issues that emerged in the talks with investors concerned the sustainability
of the business in light of a highly competitive market and the growing penetration of
e-commerce, with the consequent pressure on operators’ margins. Great interest was
placed on the Company’s external growth transactions, as well as on its ability to generate
profits and cash, thus rewarding capital.

For the benefit of a wide range of external stakeholders, the unieurospa.com corporate
website was also launched, focusing on the description of the Unieuro business and
strategies and the collection point for the mandatory corporate documentation. This was
in addition to the activity of institutional communication on the social media LinkedIn.

Main risks of a non-financial nature


In consideration of the activities carried out by Unieuro and the characteristics of the
reference market, the non-financial risks currently encountered are mainly attributable
to the areas presented below. In the individual chapters of the Statement the policies
adopted and the activities carried out by the Group for their correct management will be
described.

Environment
The Group companies operate in the retail sector of small and large household appliances,
mainly through the retail and e-commerce channel, where there are environmental risks
related above all to compliance with the relevant legislation, which could imply limitations
on business activity or significant additional costs. Among these, there is the risk of
incorrect disposal of waste, in particular of the so-called WEEE (Waste Electrical and
Electronic Equipment). Unieuro is in fact among the subjects that are obliged to the free
collection of WEEE, as well as the possession of the technical requirements for carrying
out the activities of preliminary deposit, collection, subsequent transport and conferment.

Clients
As a retail distributor of consumer goods, the Group is exposed to the risk of actions for
product liability pursuant to the provisions of the Consumer Code (Legislative Decree no.
205/2006). The sale by suppliers of products harmful to the health of citizens or not in
line with European standards in terms of safety or quality of products, albeit governed by
framework agreements and subject to certification by third parties, could in fact expose
Unieuro to the risk of claims for compensation for damages caused by defects in products
sold and negative repercussions on the Group’s reputation with possible negative effects
on its economic, asset and financial situation. Likewise, Unieuro could be exposed to
reports to consumer associations or the Competition and Market Authority (AGCM) for
complaints on various accounts.

Being particularly active in online sales, further potential risks are related to online attacks
and the cloning of customer credit cards or personal data, but also from malfunctions
or interruptions of computer systems. Unieuro is in fact exposed to the risk of negative
repercussions on the perception of the quality of the e-commerce service offered, caused
by potential cyber frauds perpetrated by third parties. Likewise, it is exposed to the risk
that the personal data of customers and subjects with whom the Company entertains
relationships might be damaged, stolen, lost, disclosed or processed for purposes other
than those permitted.

Personal
The Group’s results and success depend, among other things, on the ability to attract
and retain qualified personnel and those who have held key positions in the business
development stages. The loss of some of these resources could in fact affect, at least
temporarily, Unieuro’s competitive ability, activity and prospects, with possible negative
effects on its business.

Further risks are related to the performance of the work in line with the Group’s business,
which can therefore be attributed to accidents, mainly deriving from manual handling
of warehouse loads at the goods storage sites (central warehouse located in Piacenza,
for employees of external cooperatives, or individual stores of the various stores) and/or
occupational diseases.

Other risks related to the health and safety of personnel may derive from malicious
events, structural problems of the buildings where the Company’s stores are located or
environmental pollution.

Corruption
Among the activities identified by the Company as potentially susceptible to corruption,
we highlight the relationships that the company may have with the authorities and public
officials for the opening of new stores, for the organisation of promotional events or
during tax audits. There may also be incidents of corruption during inspections on health
and safety at work, on the protection of personal data or on the correct disposal of waste.

Risks of corruption among individuals can instead be generated in the relationships


established for the identification of the properties for the sales outlets and in the definition
of the related contractual conditions, in relations with third parties in situations of litigation
undertaken against the Company as well as in the negotiation of contracts of purchase
with suppliers, to obtain advantageous conditions as well as during the verification of
customs formalities.
Director’s Report 108 - 109

Supply chain
Unieuro markets a wide range of products supplied by a large number of third parties,
including the leading global manufacturers of home appliances and consumer electronic
goods. Almost all the products marketed by the Group, as widely happens in the reference
market, are produced in countries at risk of political, economic and social instability or
potentially subject to possible import restrictions. The Group’s success also depends on
its ability to maintain lasting commercial relationships with these suppliers: otherwise, it
could have an impact on the company’s reputation and operations, with possible negative
repercussions on its economic, equity and financial situation. For the risks related to the
products sold, please refer to the “Customers” section of the aforementioned paragraph.

3. Governance
Unieuro has adopted a so-called traditional management system, which enhances the role
of the Board of Directors as an executive body while the audit function is delegated to
the Board of Statutory Auditors. The Company’s corporate bodies are the Shareholders’
Meeting, the Board of Directors and the Board of Statutory Auditors, whose powers
and operating methods 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
proposing functions, the Remuneration and Appointments Committee and the Control
and Risk Committee, as well as a Related Party Transaction Committee that is assigned
the tasks and functions provided for by the Consob Related Parties Regulation.

On 12 December 2016, the Company’s Shareholders approved the adoption of a new


company by-laws; for more information on the Governance system, please refer to the
Corporate Governance Report and ownership structure as of 28.02.2018.

Board of Directors
The management of the Company is entrusted to a Board of Directors, pursuant to art. 12
of the Articles of Association, consisting of an odd number of members of not less than
seven and not more than fifteen. The meeting determines the number of members of
the Board of Directors from time to time, before their appointment, and within the limit
indicated above may increase during the term the number of directors who terminate
their mandate together with those in office. Directors remain in office for the term set
by the shareholders’ resolution appointing them, subject to a maximum of three financial
years and are re-eligible for office. The members of the Board of Directors must possess
the requisites of professionalism and honourableness provided for by the regulations,
also regulatory, in force and a minimum number, not less than that established by the pro
tempore legislation in force, must meet the independence requisites prescribed by the
applicable provisions.

The Company’s Articles of Association provide that the appointment of directors takes
place through the list voting mechanism and that the current Board of Directors as well
as the shareholders who alone or in concert represent the percentage of share capital
required by applicable laws or regulations are entitled to submit lists. Art. 14 of the Articles
of Association also 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 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 least represented
gender. If fewer candidates are elected based on the lists submitted than there are
directors to be elected, the remainder will be elected by the shareholders’ meeting, which
will ensure that the minimum number of independent directors are 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 will act according to
the statutory majority, in compliance with any minimum allotment ratio between genders
(male and female) provided by law and regulations.

Members of the Board of Directors


Currently, the Board of Directors of Unieuro S,p,A., appointed on 12 December 2016 and
subsequently supplemented on 6 February 2017, is made up of 7 directors including
one executive director and six non-executive directors who will remain in office until the
Shareholders’ Meeting to be called for the approval of the Company’s financial statements
for the year ended 28 February 2019. In relation to its composition and representation
of both genders, it should be noted that, only starting from its first renewal, the voting
provisions contained in the Articles of Association will apply.

Members of the Board of Directors

Membership of groups
Assignment Age Gender Type Independence of stakeholder

Chairman 67 M

Chief Executive Officer 58 M Executive

Director 64 M Non-Executive Rhone Capital

Director 41 M Non-Executive Rhone Capital

Director 73 M Non-Executive

Director 69 M Non-Executive Independent

Director 49 M Non-Executive Independent


Director’s Report 110 - 111

Members of the Board of Directors by age group

28/02/2018 28/02/2017
Age range u.m.
Man Woman Total Man Woman Total

under the age of 30 - - - - - -

Between 30 and 50 years 2 - 2 2 - 2



age over 50 years 5 - 5 4 1 5

Total 7 0 7 6 1 7

Control and risk committee


The Control and Risk Committee, appointed by the Board of Directors, has the task of
assisting the Board of Directors with preparatory, advisory and consultative functions, in
evaluations and decisions relating to the internal control and risk management system, as
well as those concerning the approval of periodic financial reports.

Remuneration and Appointments Committee


As a Remuneration Committee, the task is to assist the Board of Directors with
preparatory, advisory and consultative functions, in evaluations and decisions relating
to the remuneration policy of directors and managers with strategic responsibilities,
evaluating periodically the adequacy, the overall consistency and the concrete application
of the remuneration policy.

As an Appointment Committee, the task is instead to assist the Board of Directors in


preparing the criteria for the designation of its members and to formulate opinions on
the size and composition of the same. The Committee also formulates assessments on
the designations of the managers and members of the corporate bodies and bodies.

The members and the Chairman of the Committee are appointed by the Board of Directors.

Committee for Transactions with Related Parties


The Related Parties Committee, appointed by the Board of Directors, mainly has the task
of formulating specific reasoned opinions on the interest of Unieuro in the performance
of Transactions with Related Parties, whether these are of greater or lesser importance,
expressing a judgement regarding the convenience and substantial correctness of the
relative conditions, upon receipt of timely and adequate information flows.

Board of Statutory Auditors


The Board of Statutory Auditors is appointed by the ordinary Shareholders’ Meeting
of the Company, pursuant to articles 21 and 22 of the Articles of Association, through
a transparent procedure that guarantees, among other things, adequate and timely
information on the personal and professional characteristics of the candidates for the
position. As long as the Company’s shares are listed on an Italian regulated market or
other member states of the European Union, the board of statutory auditors is elected
by the ordinary shareholders’ meeting on the basis of lists presented by shareholders and
ensuring gender balance according to the provisions of legal and regulatory provisions
pro tempore in force. If the balance between the genders is not insured according to the
provisions of current legislation, the necessary substitutions will be carried out according
to the progressive order in which the candidates are listed.

Statutory Auditors remain in office for three financial years. Their term of office expires
on the date of the shareholders’ meeting convened to approve the financial statements
for their third year in office.

Members of the Board of Statutory Auditors


Currently the Board of Statutory Auditors is composed of 5 statutory auditors including
the Chairman, two standing statutory auditors and two alternate auditors. As for the
Board of Directors, the new voting forecasts contained in the Articles of Association will
be applied starting from its first renewal.

Compensation of the Board of Statutory Auditors

Assignment Age Gender

Chairman 42 M

Statutory Auditor 52 M

Statutory Auditor 51 M

Alternate auditor 45 M

Alternate auditor 67 M

Members of the Board of Statutory Auditors by age group

28/02/2018 28/02/2017
Age range u.m.
Man Woman Total Man Woman Total

under the age of 30 - - 0 - - 0

Between 30 and 50 years 4 - 4 4 - 4



age over 50 years 1 - 1 1 - 1

Total 5 0 5 5 0 5

Organisation, Management and Control Model


and corporate regulatory system
Unieuro S.p.A. is sensitive to the need to ensure fairness and transparency in the conduct
of business and related business activities, to protect its image and reputation, the
expectations of its stakeholders and the work of its employees.

The Company therefore has an Organisation, Management and Control Model pursuant
to Legislative Decree no. 231/2001 (hereinafter also “Model 231”), suitable for preventing
unlawful conduct on the part of its directors, employees and collaborators subject to
management or supervision by the Company. Although the adoption of the Model
231 at the time of its adoption did not constitute an obligation, but an optional choice
assigned to each individual body, the Company decided to adapt by launching a project
to analyse its organisational, management and control tools, verify the correspondence
Director’s Report 112 - 113

of the behavioural principles and of the existing safeguards with respect to the requisites
envisaged by Legislative Decree no. 231/2001 and, where necessary, proceed with the
integration of the system in force. Through the adoption of the Model 231, Unieuro S.p.A.
intends to prevent and combat the commission of crimes and to promote a corporate
culture based on legality, compliance with regulations and internal regulations.

To guarantee the effective implementation of the models, a Supervisory Body (SB) has
been appointed that verifies the implementation and effectiveness of Model 231. An
e-mail address was also set up to send any reports of non-compliance or violation of
Model 231: odv@unieuro.com.

To share values, principles and behavioural rules with their collaborators and communicate
them to all other stakeholders in order to build a transparent reality geared towards
compliance with ethical and behavioural standards, the Company has also adopted a Code
of Ethics in which it requires its employees and collaborators to operate in compliance
with the laws in force, professional ethics and internal regulations, in no way justifying
conduct contrary to the principles of fairness and honesty. Unieuro’s success cannot be
separated from ethics in the conduct of business and, consequently, the competitive
context in which it operates must be inextricably linked with ethical sensitivity, social
involvement and respect for the environment.

The fight against corruption


As required by the Code of Ethics, no employee must directly or indirectly accept, solicit,
offer or pay sums of money or other benefits, even as a result of illicit pressures. Unieuro
does not tolerate any kind of bribery of public officials, or any other party connected with
public officials, in any form or manner, in any relevant jurisdiction, including those where
such activities are permitted in practice or not prosecuted.

In addition to the principles and rules of conduct outlined in the Code of Ethics, the
Organisational, Management and Control Model identifies the so-called “sensitive”
activities to the offences referred to in Legislative Decree no. 231/2001, including the crime
of corruption, and defines specific control measures to support the instrumental processes
deemed to be exposed to the potential risk of commission of offences. A system of
sanctions is also adopted aimed at ensuring the effective implementation of Model 231 and
outlining information and training activities on the contents of the same which in the last
financial year involved 2,390 employees, excluding the members of the Board of Directors.
The training course is provided in the classroom with regard to the top managers (Directors
and Area Managers) and through the e-learning platform for the remaining employees.
Performance indicators
During the risk assessment activities carried out by the Company during the 2016/17
financial year in order to identify “sensitive” activities and processes deemed to be
exposed to the potential risk of commission of offences, ten processes were mapped, of
which seven were at risk of commission of the crime of corruption. At the same time, the
related procedures and controls were defined.

During the 2017/18 financial year, no reports were found for the Group that concerned
incidents involving corruption.

4. Employees
Personnel Management
The Unieuro Group employs 4,573 resources, up 17.2% compared to the previous year
following the acquisition of Monclick, the acquisition and subsequent relaunch of a total
of 41 stores previously managed by competitors, as well as the opening of 7 new direct
sales outlets.

Employees are divided between business activities (clerks, cashiers, storekeepers and
store managers), amounting to 4,237 employees, and support activities (employees,
specialists, coordinators, managers, director of headquarters functions (Finance and
Control, Commercial, Omnichannel, Marketing, Property, Technical Office, Human
Resources, IT, Logistics, Service, Customer Care and Sales), equal to 336 employees. The
majority of the resources, 86%, are employed on permanent contracts, guaranteeing the
Group the possibility to retain qualified personnel within the company.

Effective employee management is central to Unieuro’s success. The competence and


commitment that every single individual dedicates to company activity are at the base of
the competitive advantage achieved by the Group, to the point of considering the costs
for professional growth and training among the most significant investments in intangible
capital. This and other essential aspects for the dissemination of a real shared culture
are conveyed by the Code of Ethics, addressed to all employees and approved by the
Board of Directors, in which the Group establishes the principles of equal opportunities
and non-discrimination, health and safety of workers, prevention of corruption risk and
conflict of interest, correct remuneration policies and, finally, the centrality of employee
orientation towards the client. All personnel management policies are also defined in
the utmost compliance with the applied National Collective Labour Contract and of the
current labour regulations.

In particular, the Company requires all the functions responsible for processes or
procedures concerning personnel management to:
• adopt selection criteria based on merit and competence;
• select, hire, train and remunerate employees without discrimination;
• comply with employment laws and standards;
• guarantee the physical and moral integrity of the collaborators;
• guarantee the right to working conditions that respect the dignity of the person.
Director’s Report 114 - 115

Through the e-mail address established with the Supervisory Body as the recipient,
communicated to all employees, it is possible to send reports for violations of the Code
of Ethics or Model 231. This tool allows to establish a direct dialogue with the supervisors
and guarantees the anonymity of the reporter.

Unieuro has formalised a system that provides annual assessment interviews and direct
interviews with store personnel by store managers and, informally, the Area Managers, during
which employees can report any problems in a climate of open dialogue and mutual exchange.

Performance indicators

Employees divided by age group, gender and function

28/02/2018 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total
Employees employed
in support functions 188 148 336 152 122 274

under the age of 30 10 22 32 7 15 22

Between 30 and 50 years 150 112 262 112 92 204

age over 50 years 28 14 42 33 15 48


Employees employed N°
in business activities 2,197 2,020 4,237 1,840 1,788 3,628

under the age of 30 355 235 590 248 163 411

Between 30 and 50 years 1,606 1,628 3,234 1,335 1,434 2,769

age over 50 years 236 177 413 257 191 448

Total 2,385 2,188 4,573 1,992 1,910 3,902

Number of employees by type of contract and geographical area29

28/02/2018 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total

Fixed-term contract 364 265 629 242 176 418

North 239 166 405 170 120 290

Centre 113 93 206 60 48 108

South and Islands 12 6 18 12 8 20

Permanent contract N° 2,021 1,923 3,944 1,750 1,734 3,484

North 1,201 1,176 2,377 1,146 1,145 2,291

Centre 543 507 1,050 369 390 759

South and Islands 277 240 517 235 199 434

Total 2,385 2,188 4,573 1,992 1,910 3,902

29
The subdivision by geographical areas is distributed as follows:
North: Valle d’Aosta, Piedmont, Lombardy, Trentino Alto Adige, Friuli Venezia Giulia, Veneto, Emilia Romagna, Liguria
Centre: Tuscany, Marche, Umbria, Lazio
South and Islands: Sicily, Sardinia, Campania, Puglia, Basilicata, Molise, Abruzzo, Calabria
Diversity, equal opportunities and respect for human rights
Unieuro guarantees respect for diversity at all stages of personnel selection, ensuring
that there is no room for discrimination on the grounds of race, sex, nationality, sexual
orientation, social status, physical appearance, religion and political orientation. To ensure
compliance with these principles, the Company has adopted specific selection procedures
based on the principles of impartiality, speed and economy in the performance of the
selection and selection publication process. The processes are based on the adoption
of objective and transparent criteria, suitable to ascertain the correspondence of the
professional skills, abilities and aptitudes of the candidates to the characteristics of the
positions to be filled, avoiding any type of discrimination. Moreover, for the selection of
managerial or executive profiles, Unieuro can use companies specialised in personnel
selection to guarantee greater impartiality and objectivity in the selection.

In addition to the selection process, the Company undertakes to respect diversity and
equal opportunities at every stage of the relationship with its employees by adopting
criteria based on merit and competence also in remuneration policies. The Group’s
commitment is enshrined in the Code of Ethics, where it is reiterated that the physical
and moral integrity of employees is considered a primary value for the Group, which aims
to ensure for its employees the right to working conditions that are always mindful of the
dignity of the person.

This commitment took the form of training courses for managers in the course of the
2017/18 financial year, focused on personnel management and labour regulations and
aimed at guaranteeing all workers the same opportunities, so that everyone can enjoy fair
treatment based on merit criteria and strict compliance with the law.

With regard to targeted placement, the company interacts with the various provincial
officials to activate agreements aimed at the inclusion and real integration of workers in
protected categories.

Confirming the Group’s commitment to equal opportunities, female presence within the
company is 48%. The age group that is composed of the largest number of employees
is between 30 and 50 years for both female and male staff. During the last financial year,
1,635 resources were also included, of which 42% were women, with a prevalence of the
under-30s age group.

Furthermore, the Group has activated a series of contracts of employment, prevalently to


female personnel, in order to promote work-life balance.

On the other hand, with regard to the indicators referring to staff salaries, for the
managerial levels there is a higher value for the female gender, both for the basic salary
and for the remuneration with a difference of the two values increasing compared to
2016/17. By contrast, on the other hand, at the level of middle managers and employees,
the value is higher for the male gender with an increasing difference for the executive
levels and in substantial stability with regard to employees.
Director’s Report 116 - 117

Performance indicators

Employees divided by age group, gender and level

28/02/2018 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total

Executives 18 2 20 10 1 11

under the age of 30 - - - - - -

Between 30 and 50 years 14 2 16 5 1 6

age over 50 years 4 - 4 5 - 5

Middle managers 44 14 58 48 9 57

under the age of 30 - - - - - -

Between 30 and 50 years 36 11 47 37 5 42

age over 50 years 8 3 11 11 4 15

Office workers 2,323 2,171 4,494 1,934 1,899 3,833

under the age of 30 365 257 622 255 178 433



Between 30 and 50 years 1,706 1,727 3,433 1,405 1,520 2,925

age over 50 years 252 187 439 274 201 475

Factory workers - 1 1 - 1 1

under the age of 30 - - - - - -

Between 30 and 50 years - - - - - -

age over 50 years - 1 1 - 1 1

Total 2,385 2,188 4,573 1,992 1,910 3,902

under the age of 30 365 257 622 255 178 433

Between 30 and 50 years 1,756 1,740 3,496 1,447 1,526 2,973

age over 50 years 264 191 455 290 206 496

Employees divided by type of employment and gender

28/02/2018 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total

Full-time employees 1,844 1,100 2,944 1,505 910 2,415

Part-time employees N° 541 1,088 1,629 487 1,000 1,487

Total 2,385 2,188 4,573 1,992 1,910 3,902


New hires, by age group, gender and geographical area

28/02/2018 28/02/2017
Number of new hires u.m.
Man Woman Total Man Woman Total

North 317 232 549 170 121 291

under the age of 30 217 149 366 140 88 228

Between 30 and 50 years 97 77 174 25 31 56

age over 50 years 3 6 9 5 2 7

Centre 330 237 567 182 125 307

under the age of 30 225 153 378 148 92 240

Between 30 and 50 years 102 78 180 29 31 60

age over 50 years 3 6 9 5 2 7



South and Islands 294 225 519 147 106 253

under the age of 30 184 129 313 122 79 201

Between 30 and 50 years 103 84 187 20 25 45

age over 50 years 7 12 19 5 2 7

Total 941 694 1,635 499 352 851

under the age of 30 626 431 1,057 410 259 669

Between 30 and 50 years 302 239 541 74 87 161

age over 50 years 13 24 37 15 6 21

Employees who have left the company, by age group, gender and geographical area

Employees who have 28/02/2018 28/02/2017


u.m.
left the company
Man Woman Total Man Woman Total

North 238 186 424 134 131 265

under the age of 30 159 111 270 82 52 134

Between 30 and 50 years 68 69 137 43 69 112

age over 50 years 11 6 17 9 10 19

Centre 142 93 235 30 25 55

under the age of 30 67 45 112 10 6 16

Between 30 and 50 years 68 43 111 19 18 37

age over 50 years 7 5 12 1 1 2



South and Islands 12 14 26 15 10 25

under the age of 30 4 5 9 4 4 8

Between 30 and 50 years 7 9 16 11 6 17

age over 50 years 1 - 1 - - -

Total 392 293 685 179 166 345

under the age of 30 230 161 391 96 62 158

Between 30 and 50 years 143 121 264 73 93 166

age over 50 years 19 11 30 10 11 21


Director’s Report 118 - 119

Turnover rate30

28/02/2018 28/02/2017
Turnover rate u.m.
Man Woman Total Man Woman Total

Inbound turnover rate 31.0% 24.2% 27.8% 12.5% 9.6% 11.1%


%
Outgoing turnover rate 16.6% 13.5% 15.1% 9.0% 8.7% 8.8%

Gender relationship between the average basic salary and the average remuneration
divided by level31

28/02/2018 28/02/2017
Employees by level32 u.m.
Basic salary Fees Basic salary Fees

Executives 76% 76% 87% 99%

Middle managers % 126% 130% 106% 113%

Office workers 117% 118% 116% 118%

The significant increase registered by Inbound turnover rate in FY 2017/18 compared to


FY 2016/17 (+16.7 percentage points) was related to the high number of hirings due to
the assets acquisition from Andreoli S.p.A. (293 employees) and Gruppo Cerioni S.p.A.
(233 employees).

Still referring to the increase in Ingoing and Outgoing turnover rates, it is noted that
Unieuro S.p.A. needs to replace salespeople involved in new colleagues training activities,
who are in business trip for long periods during the year.

Staff training and career development


Training activity represents the instrument on which Unieuro bases its competitiveness
and professionalism, which over the years has become an essential strategic lever for
developing the potential of resources, creating a homogeneous corporate identity
and culture, accompanying professional development paths and supporting business
changes. Every year, Unieuro devotes important resources to the professional growth of
employees through direct teaching, webinars, conferences, tutoring, simulations, training
on the job, e-learning and staff training.

30
The figure is calculated as the ratio between total income/expenses and total employees in the reference year.
31
The figure is calculated as the ratio between the average basic salary of men over that of women and between
the average remuneration of men over that of women.
32
The value for the “Workers” level is not reported as it is made up of only one resource.
In addition to the compulsory training courses (Health and Safety, Model 231, Privacy),
the Group offers managerial and professional training courses, both for store and head
office staff. In 2017, the historical partnership that the Group has with the Bocconi School
of Management (SDA Bocconi) was confirmed for training for the managers of the sales
outlets, Area Managers and head office management. The inclusion of employees in
the company and their professional growth are supported through targeted training
actions, activating insertion paths for new recruits, programs to support continuous
updating on the product news of the various product categories (staff training) and
to improve Client reception. Among the training tools made available is the portal
dedicated to training, “TrainUp!”, through which it is possible to register for the courses,
to trace all the training/informative initiatives and to collect satisfaction questionnaires
on the initiatives carried out.

To complete the training offer, since 2009 a company Academy has been active for new
store managers and affiliated entrepreneurs. Participants, who are identified through an
internal candidacy process, assessment centres and individual interviews, participate in
on-the-job and classroom training that lasts 6 months.

During the 2017/18 financial year, 24,629 hours of training were provided, to 2,104
employees, with a slight decrease of 5% compared to 2016/17.

Performance indicators

Hours of training provided

Hours of training by 28/02/2018 28/02/2017


u.m.
gender and function
Man Woman Total Man Woman Total
Employees employed in
support functions 612 40 652 901 285 1,186
Employees employed in Hours
business functions 16,502 7,475 23,977 15,729 9132 24,861

Total 17,114 7,515 24,629 16,630 9,417 26,047

Employees involved in training activities broken down by gender and function33

Number of employees 28/02/2018 28/02/2017


involved by gender u.m.
and function Man Woman Total Man Woman Total
Employees employed in
support activities 39 5 44 93 45 138
Employees employed in N,
business activities 1,399 661 2,060 3,100 2,412 5,512

Total 1,438 666 2,104 3,193 2,457 5,650

The figure refers to the sum of the employees who participated in the training courses multiplied by the
33

number of courses in which each participated.


Director’s Report 120 - 121

Hours of training by type

Hours of training by type u.m. 28/02/2018 28/02/2017

Products 17,419 18,134

Management development 3,544 2,804

Marketing 1,448 192


Inclusion of newly hired employees
Hours
in the company 1,248 272

Security (81/2008) 970 1,997

Client reception - 2,648

Total 24,629 26,047

Hours of training per capita divided by gender, level and function34

Average hours of training 28/02/2018 28/02/2017


per capita by gender and u.m.
category of employees Man Woman Total Man Woman Total
Employed in support
functions 3.26 0.27 1.94 5.93 2.34 4.33
Employees in business
functions 7.51 3.66 5.66 8.55 5.11 6.85
Hours
Executives 2.67 - 2.40 5.00 - 4.55
/N.
Middle managers 19.45 5.14 16.00 18.58 21.44 19.04

Office workers 6.98 3.43 5.26 8.11 4.86 6.50

Total employees 7.18 3.43 5.39 8.35 4.93 6.68

Performance evaluation
The individual performance evaluation system adopted by Unieuro examines the
organisational and professional behaviours implemented by the individual employee in
light of the role held in the company, with the aim of:
• directing his performance and development towards corporate objectives and
professional behaviour towards the corporate organisational culture;
• highlight the need for training and develop its potential;
• strengthen his strengths and intervene on areas for improvement;
• to develop a sense of belonging and identification in the company mission;
• to build an organisational culture based on results and merit;
• collect feedback.

Evaluation cycles are managed by a specific portal, which monitors all phases and can
be accessed at any time by all employees. The performance evaluation interviews are
individual and involve the collaborator with their manager.

The figure is calculated as the ratio between the training hours provided and the total number of Group
34

employees divided by gender, level and function.


The evaluation process is currently extended to all organisational roles. In the 2016/17
financial year, 3,733 people were assessed, corresponding to 96.7% of the company
population (97.5% of men and 95.9% of women).

At the same time, Unieuro is committed to creating a work environment open to dialogue
and discussion, both on professional and personal issues. All employees and collaborators
may, for any need, contact their direct manager, or the HR function at any time, by direct
contact, by phone or by e-mail.

Performance indicators

Performance evaluation

28/02/201735
Professional categories u.m.
Man Woman Total

Executives 100 100 100

Middle managers 100 100 100

Office workers % 97.4 95.8 96.6

Factory workers - 100 100

Total 97.5 95.9 96.7

Health & Safety


For Unieuro, health and safety at work are essential values for the sustainable, effective
and lasting development of one’s own business organisation. In particular, the Group
undertakes to ensure working conditions that guarantee respect for the physical and
moral integrity of workers, paying particular attention to the risks associated with carrying
out activities in the workplace and deriving from the external environment.

The policies aimed at mitigating the risks have been structured and formalised on the
basis of the internal management models used by the company, or the Model 231 and
the related verification protocols, in compliance with Legislative Decree no. 81/2008.
In order to correctly comply with the dictates of the afore-mentioned Decree, the
Company also has the task of promoting the culture of safety within the company
through appropriate information and training actions towards all staff at different levels
of the organisation. During the year, 970 hours of training in health and safety at work
were therefore carried out.

The figure posted as at 28/02/2017 is related to the performance appraisals for the period 01/03/2016 -
35

28/02/2017. For the period 01/03/2017 - 28/02/2018 the Company intends to pursue the same objectives
as the previous year, but it will be possible to calculate the quantitative and qualitative data not before the
month of September 2018 (end of the evaluation cycles business).
Director’s Report 122 - 123

In addition to training activities, the Company provides its personnel with personal
protection equipment (PPE), also aimed at mitigating the risk of accidents in the workplace,
with the main reference to the activities carried out at the sales outlets. In 2006 it also set
up a special “Help Desk” portal, accessible from all sales outlets and centrally managed by
the Technical and Services Office, which also aims to collect complaints from employees
and customers about possible violations of the safety rules.

The Group’s commitment to ensuring optimal levels of health and safety management
of its employees is also evidenced by the number of recorded accidents, which stood at
a level in line with the previous year despite the increase in employees and points sale.
At the same time, the accident indexes show the low magnitude of the episodes that
occurred during the period.

Although not under the direct control of Unieuro, the accident indices of external
collaborators, employees of the cooperatives operating within the logistics centre of
Piacenza, are also reported.

Performance indicators

Accidents by type and gender and accident indices

28/02/2018 36 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total

Accidents 50 40 90 53 38 91

at work 35 24 59 36 19 55

ongoing 15 16 31 17 19 36

Deaths N° - - - - - -

at work - - - - - -

ongoing - - - - - -
Cases of occupational
diseases - - - - - -

Accident indexes

28/02/2018 28/02/2017
Accident indexes37
Man Woman Total Man Woman Total

Lost working hours rate 1.99 1.86 1.93 1.87 1.66 1.78

Absentee rate 0.13% 0.10% 0.11% 0.10% 0.11% 0.11%

Rate of occupational diseases (ODR) - - - - - -

Accident rate (IR) 13.26 14.11 13.62 16.05 14.89 15.54

36
With regard to the subsidiary Monclick S.r.l. there was only one ongoing accident related to an employee.
37
Lost working hours rate: (total number of hours lost by accidents/total hours worked) * 1,000
Absentee rate: (absence days per employee / working days in the period)
Rate of occupational diseases (ODR): (total number of occupational diseases/total hours worked) * 200,000
Accident Rate (IR): ((total number of accidents + total number of deaths)/total hours worked) * 1,000,000
Accidents of external collaborators by type and gender and accident indices

External collaborators u.m. 28/02/2018 28/02/2017

Accidents 14 7

at work 13 7

ongoing 1 -

Deaths - -

at work - -

ongoing - -

Accident indexes

Accident indexes 28/02/2018 28/02/2017

Accident rate (IR) 32.18 20.78

Relationship with the trade unions


The quality of union relations is a major issue for Unieuro, in order to have a positive
and constructive dialogue with workers’ representatives. Over the years, Unieuro has
always practised a policy of mutual exchange and frank and transparent dialogue with
trade unions, both national and regional, signing second level agreements or solidarity
contracts, comparing and presenting the results of the company or individual stores and
data relating to staff.

During the 2017/18 financial year, the Company signed two second level agreements with
the union parties - on 13 March 2017 and 12 April 2017 - which regulate aspects such as
the incentive system, labour relations and Sunday work, the latter with the aim of sharing
the organisational and methodological principles aimed at guaranteeing the necessary
supervision at the point of sale on Sundays of opening in respect of a fair rotation
among workers and guaranteeing a long-term planning of Sunday openings. During the
same period, a solidarity contract was signed between the parties aimed at managing
redundant staff at certain sales outlets. Specific agreements on video surveillance were
signed on the territory.

Unieuro, in compliance with the provisions of the law and in line with the CCNL of reference,
in the case of organisational changes, for example in the case of transfer of workers with
executive management responsibilities that determine a change of residence, agrees
with its collaborators the timing of notice for such transfer and, if there is no agreement
between the parties, respects the provisions of art. 170 of the CCNL that grants a written
notice of 45 days or 70 days for those who have family dependants.
Director’s Report 124 - 125

Performance indicators

Employees covered by collective bargaining agreements38

Employees 28/02/2018 28/02/2017


Number of employees covered by collective
bargaining agreements 4,534 3,902

Total employees 4,573 3,902

Coverage rate 99% 100%

5. Company
Customers
In a market characterised by an ever-increasing level of competition, the creation of a
lasting relationship with customers is closely related not only to the breadth of the offer
and accessibility of products, but also to the ability to establish a relationship of trust and
offer a quality service, close to the customer. The Unieuro approach is therefore focused
on the satisfaction and protection of its customers, with particular attention to those
requests able to improve brand reputation and to promote a real increase in the quality
of the service provided.

As required by the Code of Ethics, the Company operates with the aim of ensuring that
all relations with customers are based on full transparency, fairness and professionalism
and compliance with the law, with particular reference to the provisions on anti-money
laundering, anti-usury and transparency. Thanks to these principles, the cornerstone of
its business model, Unieuro is able to adequately manage the needs and expectations
of its customers, responding promptly to any reports or complaints, always offering a
transparent and quality service.

Unieuro’s service model is designed and developed in light of the Group’s strategic vision,
which includes not only the continuous profitable growth of the business but also the
enhancement of the customer’s centrality and the omnichannel opportunities, each
declined in all contact points through which the Company relates every day with its end
customers.

In particular, proximity to the customer means proximity, or the ability to reach as


many customers as possible, both thanks to the capillarity of the network of stores,
now close to 500 stores, and thanks to the integration of the platform unieuro.it in the
digital ecosystem, combining the functions offered by search engines and exploiting the
interaction with the main social networks, from home, via mobile and near the store itself.
From an omnichannel point of view, proximity also translates into the “click and collect”
project: the withdrawal system at the physical sales outlets of products purchased by

Relating to the II level agreements signed on 13 March and 12 April 2017, which do not include the subsidiary
38

Monclick S.r.l.
customers on the online channel. Unieuro is in fact one of the first companies to have
sensed the potential to use the over 380 collection points, selected among its sales
outlets, for orders placed via the web, thus further getting close to its customers, avoiding
additional costs of delivery, waiting times and delays.

Quality of services and customer centricity


In pursuing its commitment to social responsibility, the Group acts in full compliance
with the obligations arising from external regulations, without ever forgetting the needs
and expectations of customers and the entire community. Customer satisfaction cannot
be separated from the management and development of Customer Satisfaction that the
Group monitors thanks to specific indicators, including:
• abandonment rate;
• number of calls managed per hour;
• number of39 incoming tickets;
• management time/resolution of incoming tickets;
• sample check of the quality of tickets and calls;
• verification of online order allocations.

Based on the analysis and monitoring activities of the Customer Care function, the Group
has identified, among the main problems, the inefficiencies related to the delivery of
products at home and the lack of adequate availability of products during particularly
successful advertising campaigns and promotional activities. Thanks to the information
gathered, Unieuro has developed a corrective action plan that will result in an order
management project to optimise inventory stocks and respond to customer requests
quickly and effectively.

Regarding Monclick, the Customer Care function monitors the performance in terms of
e-mails and phone calls managed on a daily basis compared to those received from its
team of operators, with the help of automatic reports and observation of the operating
manual and under the constant supervision of management. During the year, against
around 15 thousand e-mails and 5 thousand calls received monthly, the Care Team
managed to handle 90% and 86% respectively. The team also takes care of all aspects
related to customer management and care during the purchase process, from pre-sale
product insights to the aid for browsing the web, from the completion of the transactions
to the updating of information related to the tracking of shipments up to the management
of any issues with the order.

Health and safety of consumers


Unieuro’s strength, in addition to the competitiveness and the level of service offered,
is also based on the level of trust that customers develop towards the products sold.
For this reason, the Group is committed to ensuring the highest level of quality and
protection of consumers, both in terms of safety of the product sold, and from the point
of view of protection of the data and information collected.

Communication tool with the customer by completing an online form available on the Company’s website.
39
Director’s Report 126 - 127

The trust in the product is protected first of all thanks to the procurement from suppliers
of the highest profile, often international, whose quality and reliability are a fundamental
part of their positioning as market leader. The conformity of the products with the laws
and regulations on safety is, moreover, periodically verified by means of sample checks by
the external authorities, in order to evaluate their real characteristics and certifications in
the light of the European RoHs Directive (Restriction of Hazardous Substances Directive),
laying down specific rules concerning the restriction on the use of hazardous substances
in Electrical and Electronic Equipment in order to contribute to the protection of human
health and the environment. The sale of products harmful to the health of citizens or not
in line with European safety or product quality standards, albeit governed by framework
agreements and certified by third parties, could in fact expose Unieuro to the risk of claims
for compensation for damage and loss of trust by consumers. In order to avoid such
relapses, during the year the Company carries out analyses on the size and frequency of
the requested interventions, on the basis of historical data regarding the defectiveness
of the individual product categories, as well as activating related insurance contracts
relating to those aspects for which it could not legitimately retaliate against the supplier.

Transparency of product information and commercial offers to customers


The marketing and advertising communication activities, structured and planned in line
with the Company’s operations as an omnichannel distributor, are an important element
of Unieuro’s strategy as, in addition to supporting the development and recognition of
the brand, they are conducive to the development of the market and play a fundamental
role in customer relations.

The advertising campaigns provide for the distribution of promotional flyers and radio
and television advertising, as well as promotional offers, such as points collections,
competitions, the recognition of purchase vouchers upon reaching an expense limit and
expendable within a certain time limit, or targeted promotional operations such as the
so-called “underselling”.

The subsidiary Monclick promotes its business exclusively on online channels, using
content management and product marketing tools in order to guarantee its correctness
in terms of product technical information and in terms of pricing of products on sale. All
under the direct control of the company management.

Transparency in communications and offers, regulated by the Consumer Code, is one of


the cardinal principles that the Group pursues in relations with the public. This is why,
in line with the corporate ethical principles contained in the Model 231 and the Code
of Ethics, the Company undertakes not to sell under any circumstances products with
characteristics different from those indicated on the label (e.g. place of production,
material), which may mislead the final consumer about the origin and provenance of the
product, or to sell products whose quality is inferior or different from the one stated on
the label.

The management model adopted by Unieuro S.p.A. provides for the collaboration of
experts, internal and external to the company, dedicated to the prior verification of the
feasibility of certain commercial operations (for example, sales “below cost”), as well as
to the verification of the content of information communicated outside. Specifically, the
Marketing Department must guarantee the correspondence between the characteristics
of the products presented in any communication of an advertising and/or promotional
nature and those offered for sale, with particular reference to the quantity, quality, origin
or origin of the products.

Although the Company has defined specific procedures aimed at guaranteeing the
disclosure of correct, clear and transparent information, the Company undertakes
to promptly implement the actions necessary to ensure an ever-increasing level of
transparency. For example, in 2016, following a procedure initiated by the Italian
Competition Authority, the Company promptly proposed and implemented a series of
corrective measures that were accepted and verified by the Authority, which subsequently
filed the procedure.

Consumer data security


The Group markets its products, as well as through physical sales outlets, also through its
e-commerce. channels. In this context, recognising the increasingly important importance
of the protection of privacy and the protection of personal data, Unieuro defines precise
rules of confidentiality to ensure maximum protection. In fact, in the context of online
commerce, in fact, increasingly stringent rules and policies are needed, capable of
protecting the customer and responding to increasingly specific regulatory requirements
introduced by the European Commission with the regulation General Data Protection
Regulation (GDPR).

The regulation intends to strengthen and harmonize the regulatory framework regarding
the protection of personal data in the European Union and to give citizens greater
control over their personal data. The text, published in the European Official Journal
on 4 May 2016 and effective from May 2018, will repeal the provisions of Legislative
Decree no. 196/2003 on personal data protection.  In this regard, Unieuro has started
a process of adaptation to the new regulation, providing for the revision of procedures
aimed at mitigating risks through the imposition of more controlled flows of assets, the
appointment of the Data Protection Officer (DPO), the provision of safeguards contracts
to be requested from suppliers and the provision of technical and IT measures to increase
the level of IT security. In particular, an anti-fraud verification system has been installed,
with specific firewall to manage any attempts of hacker attacks, and specific encrypted
protocols have been defined to protect online transactions and avoid the risks of cloning
credit cards and of the customer’s personal data.

In addition to the systems and procedures aimed at preventing the loss of data and
information from customers, the Group carries out training and awareness-raising
activities for personnel regarding the risks connected with protecting customers’ privacy,
as well as managing a system for assigning rights access to systems with maximum
granularity and with different control points. The data and information management
model is also subject to periodic checks by the data controllers (for example, mobile
operators, financial companies, television broadcasting companies), in relation to which
Unieuro takes the position of the external manager , and possible internal audits carried
out following the reporting of anomalies.

With regard to privacy, we report a single case of non-compliance dating back to May
Director’s Report 128 - 129

2017 in which a customer complained about the inaccuracy of the data uploaded to the
system and made claims for damages, threatening the report to the Guarantor Authority.
The Company rejected the claims by not receiving further requests from the same or by
the Authority.

With reference to data loss, it is noted that there have been limited cases in which the
Company has been aware for legal involvement or for the exceptional nature of the
problem, but which have never been materialized in sanctions or formal recalls.

Management of complaints
The Company is committed to developing a constant dialogue with its customers in order
to maintain the relationship on a level of excellence. The management of complaints
and other instances with which customers express their dissatisfaction is governed by
specific procedures that ensure the taking charge of individual complaints received both
at the registered office and directly at the certified email address. In particular, the Legal
Department, together with the internal departments involved, checks each complaint
with the aim of handling complaints as promptly as possible, in line with the obligations
imposed by law, and to contain litigation as far as possible. In addition to the principles
of conduct, the Company has set up additional control measures to protect industrial
and intellectual property, with particular attention to the application procedures related
to the management of product sales activities. The Company, as a seller in accordance
with the Consumer Code, receives numerous complaints and out-of-court claims from
consumers and their representatives, referring to the non-conformity of products for the
most disparate reasons.

During the fiscal year, the Company recorded a single case of non-conformity of a
private label product, concerning labelling and information documentation inside the
product packaging. The proceedings ended with a sanction of € 84,000, which was
subsequently challenged and the administrative procedure is currently underway before
the Forlì Chamber of Commerce. On the other hand, around 20 judicial litigations are still
underway, arising from disputes not settled out of court.

Regarding the communication and marketing activities, instead, during the last two years,
no significant incidents of non-compliance occurred. However, mention should be made
of five cases referred to administrative disputes for “underselling” offers deemed irregular
and for which the related court proceedings are still underway.

Selection and management of suppliers


Almost all the products marketed by the Group are produced by highly qualified and
recognised suppliers, among the major players in the electronic and IT market, who
supply their goods directly to Unieuro, according to annual contracts.

In consideration of the high profile and reputational level of the main suppliers with which
Unieuro interfaces on a daily basis, their selection is currently based on economic criteria
that do not specifically target predefined social or environmental aspects. Furthermore,
the Company mainly maintains relations with the European legal offices of the suppliers
it relies on. Relations with suppliers, in any case, are always based on compliance with
current regulations and the principles of transparency, fairness and honesty, as set out in
the Code of Ethics. In particular, potential new suppliers are evaluated and selected using
objective methods, taking into account, in addition to the quality, costs and services
offered, the requirements of integrity, reputation, and professionalism, as well as the
absence of any suspicion past or present involvement in unlawful activities. Precisely
because of the nature of these international suppliers, there are currently no company
procedures for the prior verification of the safety of products and information to be
provided at the marketing stage, but each purchasing manager (Category Manager),
in the ordinary management of relations with these suppliers, ensures that the risk of
errors in the data supplied regarding the products as well as the absence of the relevant
approval certifications is checked.

In parallel to this organisational model, the Company has developed a line of private
label products, purchased directly from an intermediary company and sold to the end
consumer. No social or environmental risks concerning involved suppliers has arisen so
far, in light of long-lasting relationships and supplies reliability observed.

Activities in support of the local community


Bringing technology to the service of everyone’s life implies a deep sense of responsibility
and commitment, which goes beyond a simple mission. In fact, the Company is aware of
the added value that digital technologies can bring to people, to the extent that they are
used correctly and respectfully and recognises its role and strategic position to raise the
awareness of new generations of technology consumers.

For this reason, in 2016 Unieuro created the “No Cyberbullying” project conceiving and
promoting the #connected hearts tour with the State Police. The choice of the project
follows the brand architecture on the values of responsibility and possibility, raising
awareness amongst the younger ones as to a responsible use of the devices through a
series of meetings in theatres throughout Italy and disseminating information material on
the sales outlets. The project, developed in itinerant form, has translated into the making
of a docu-film in which children, parents and families who have experienced cyberbullying
first hand tell their stories and their experiences. Since the start of the tour, the docu-film
has been broadcast in 22 Italian theatres and has led teenagers to reflect on the weight
of the words conveyed through social networks. In the theatres, the children lived the
testimonies of those who fought on the front lines, very often without any means to
defend themselves, and were able to listen to the experiences of the police authorities,
who actively contribute to the struggle and provide an immediate response to solve the
problem. In addition to the docu-film, the project also involved important awareness-
raising activities, both for employees of sales outlets through dedicated webinars and
institutions.
Director’s Report 130 - 131

In 2017, on the occasion of Safer Internet Day, the world day dedicated to online security,
Unieuro reiterated its commitment to the fight against cyberbullying: Giancarlo Nicosanti
Monterastelli and Marco Titi, respectively Chief Executive Officer and Marketing Director
of the Company, went to the Chamber of Deputies to present the #connected hearts
project, in the presence of the top officials of the State Police. The docu-film was
subsequently screened in the Chamber of Deputies on the occasion of the “Open-door
Montecitorio” event, focusing precisely on the issue of cyberbullying and the conscious
use of the Internet.

The initiative in numbers

13 10.000
Cities throughout Italy Students and teachers involved

3.900 480
Employees trained through “NoCyberbullismo” corners
webinars set up in Unieuro stores

In parallel with the commitment to awareness campaigns, the Company devotes particular
attention to supporting the sports in the area in which it operates and promoting the
values of sport. In the 2017/18 financial year Unieuro S.p.A. he supported the local
basketball team as the main sponsor and contributed to the sponsorship of the Tour of
Italy stage in the city of Forlì.

Investments for the community

Investments for the community u.m. 28/02/2018 28/02/2017

Sponsorships € 269,288 218,871


6. Environment
Unieuro strongly believes in respecting the environment and the ecosystem in which it
operates, for this reason, as described in the Code of Ethics, it carries out its activities taking
into consideration the protection of the environment and the need for a sustainable use of
natural resources, in compliance with the provisions of current environmental legislation,
undertaking to act responsibly towards the surrounding territories and communities.
Despite not presenting significant environmental impacts, as the Group does not carry
out production activities in the strict sense, the activity carried out nevertheless requires
careful management of some specific aspects, such as the management of so-called
WEEE for which the Company has defined a specific procedure in compliance with the
different regulatory provisions.

Waste management
Unieuro, as a distributor of electrical and electronic equipment, falls under the legislative
obligations of Legislative Decree no. 121/2016 and 49/2015, which regulates the conduct
of free collection of electrical and electronic equipment (WEEE) of very small size, as
well as the technical requirements for the transport thereof. Specifically,, Law 121/2016
states that, upon purchase by the customer of a new product, the distributor has the
obligation to withdraw, taking charge of the related disposal costs, the equipment used
provided that the WEEE returned has the same intended use as the product purchased.
With regard to small WEEE, customers can freely deliver their appliance in any store,
while large waste can be collected only in case of a purchase by the customer of a new
equipment of an equivalent type.

The Company, to ensure the correct management of this aspect and to comply with
the deposit and collection request established by Legislative Decree no. 121/2016 and
49/2015, has adopted a specific operating manual that defines roles and responsibilities
for the proper management of WEEE disposal. The manual requires the identification of
specific areas within the company’s sales outlets, where special containers are installed
for the disposal of WEEE waste with the specific indication of whether it is hazardous or
non-hazardous equipment. The management of the collection is facilitated by the use of
the management software “RAEEgest” which, in addition to guaranteeing the traceability
of the operations, sends a notice in the event that such waste has been registered in the
warehouse for more than 45 days or has reached the maximum weight of 3.5 tons. Once
these limits have been reached, the waste will then be handed over to the carrier who
takes care of the correct disposal. Responsible for this process is the Logistics function
which operates, for collection and disposal activities, through the supervision by local
operators employed by the company. To facilitate correct management, the manuals and
other necessary information can be consulted through the RAEEgest portal. In addition
to the WEEE, the company produces urban waste deriving from ordinary office activities
and the operational management of the stores, which mainly consist of mixed packaging,
toners and cartridges. Each type of waste is collected according to the current laws by
means of specialised companies authorised for this purpose.
Director’s Report 132 - 133

Performance indicators

Total weight of WEEE waste disposed of40

WEEE waste disposed of u.m. 28/02/2018 28/02/2017

Disposal 6,574 6,922


ton
Total 6,574 6,922

Total weight of non-hazardous waste, broken down by type of disposal41

Non-hazardous waste by type of disposal u.m. 28/02/2018

Recycling 3,751
ton
Total 3,751

Energy consumption and emissions


The management of energy consumption and related emissions does not represent a
high-risk factor for Unieuro due to the nature of its business. The Group therefore does
not have a specific procedure on this process, which is in any case constantly monitored
both at the 225 sales outlets located throughout the national territory and at the Forlì
headquarters.

However, Unieuro’s commitment has resulted in various energy efficiency initiatives,


including the installation at around 80 sales outlets of systems that have led to a 24%
reduction in consumption in the sales outlets subject to installation, the replacement of
obsolete lighting systems with LED fixtures that allow an estimated saving of about 50%
of energy and the replacement of air conditioning systems with high efficiency machines.
In addition, building automation systems have been installed that allow the integrated
management of electrical systems such as lighting, heating and air conditioning, anti-
intrusion and fire alarms. Moreover, the Monclick office is located in a low environmental
impact building, “LEED platinum” certified, and equipped with the most modern systems
for the improvement and optimisation of energy consumption.

40
The perimeter of the data for the last financial year for Unieuro S.p.A. refers to the period 1 January 2017 -
30 November 2017. The data of the company Monclick are the result of estimates, calculated from the data
provided by the company that manages waste disposal.
41
The data refer to Unieuro S.p.A and are provided by the company responsible for the collection of waste
which issues on a monthly basis a document at each store where it declares the weight of the collected waste.
As regards the subsidiary Monclick S.r.l., during the reference period, a production of about 1.2 tons of waste
disposed through recycling (0.6 tons), composting (0.24 tons), incineration (0.3 tons) and storage (0.1 ton)
was estimated.
As shown in the following tables, electricity consumption and related emissions, despite
the increase in the number of sales outlets, fell by 4% compared to the previous year,
confirming the effectiveness of the initiatives undertaken. Fuel consumption, on the
other hand, mainly composed of diesel fuel for the heating of Unieuro S.p.A. branches
and offices, increased by 25.6% in the last financial year due to unfavourable climatic
factors. Fuel consumption for Unieuro S.p.A. during the year increased by 26.2%; this
increase is directly linked to the Group’s growth, both in terms of number of employees
and sales outlets.

Performance indicators

Indirect energy consumption42

Electricity for the operation of offices u.m. 28/02/2018 28/02/2017

Electricity kWh 54,975,973 57,232,361

of which from non-renewable sources % 100% 100%

Emissions generated by indirect energy consumption43

Indirect emissions – Scope 2 u.m. 28/02/2018 28/02/2017

Emissions from electricity consumption kg CO2 20,615,990 21,462,135

Direct fuel consumption for the operation of offices and sales outlets44

Fuel from non-renewable sources u.m. 28/02/2018 28/02/2017

Litres 129,642 103,183


Diesel
Joule 4,946 3,936

Emissions generated by direct fuel consumption45

Direct emissions – Scope 1 u.m. 28/02/2018 28/02/2017

Emissions from diesel consumption kg CO2 337,090 268,293

42
Data obtained from the utility bills sent by the energy supplier and considering the consumption of Monclick
S.r.l. starting from June 2017. For the subsidiary company, consumption is the real consumption reported by
the energy supplier, while those for the months of 2018 are estimated on the basis of consumption in the same
months of the previous year.
43
The conversion factors of ENERDATA 2015 were used to calculate the indirect emissions.
44
Data obtained from the utility bills sent by the supplier. The figure excludes the subsidiary Monclick S.r.l. as it
does not consume fuels.
45
The conversion factors of the Department for Environment, Food and Rural Affairs 2017 were used to calculate
the emissions.
Director’s Report 134 - 135

Direct and indirect fuel consumption for staff travel46

Fuel from non-renewable sources u.m. 28/02/2018 28/02/2017

Consumption by company cars 1,300,377 863,358

Consumption by private cars km 3,508,206 2,948,061

Total consumption for staff travel 4,808,583 3,811,419

Emissions generated by direct and indirect fuel consumption47

Direct and indirect emissions - Scope 1


u.m.
and Scope 3 28/02/2018 28/02/2017

Indirect emissions for consumption with private cars 237,215 157,494

Direct emissions for consumption with company cars kg CO2 639,967 537,785

Total emissions for staff travel 877,182 695,279

Consumption of resources
In light of the characteristics of its business, Unieuro does not detect any particular
impact related to the consumption of materials.

The printing of advertising leaflets, commissioned to third-party suppliers, represents


the most significant activity in terms of consumption of raw materials for Unieuro S.p.A.,
unlike that for Monclick, which mainly carries out its advertising activities online.

During the 2017/18 financial year, over 300 million copies of advertising material were
distributed throughout Italy. The procurement takes place from some of the main paper
mills that observe strict quality and environmental certification standards and whose
products, Elemental Chlorine Free (EFC) certified as they do not use organic elemental
chlorine in the whitening phase, contain on average 40% of recycled fibre, while the
remaining 60% comes from cellulose obtained from forests managed according to the
PEFC (Program for Endorsement of Forest Certification schemes) and FSC (Forest
Stewardship Council) standards.

Performance indicators

Consumption of resources48

Consumption of paper u.m. 28/02/2018 28/02/2017

Consumption of paper kg 68,640 66,000

46
The mileage of company cars is derived from the fuel cards; the mileage of private cars is estimated starting
from employee expense reimbursements and dividing the total monetary value by the average cost of fuel
€0.28. The figure excludes the subsidiary Monclick S.r.l. as not significant.
47
The conversion factors of the Department for Environment, Food and Rural Affairs 2017 were used to calculate
the emissions.
48
The calculation of paper consumption was estimated by multiplying the number of copies purchased and
distributed by the average weight of 22 grams.
7. GRI Content Index
The Group’s Non-Financial Statement has been prepared in accordance with the GRI
Standards: “Core” option. The following table shows the Group information based on the
GRI Standards published in 2016 by the Global Reporting Initiative with reference to the
analysis of materiality of Unieuro and related to the financial years ended 28/02/2017
and 28/02/2018.

GRI
Standard Description Reference

General Standards

102 General Disclosures

Organisational Profile

102-1 Name of the organisation


Main brands, products or services (Programs for compliance with laws
102-2 and voluntary codes related to marketing activities)

102-3 Location of the main office

102-4 Location of the main offices

102-5 Ownership structure and legal form

102-6 Markets served

102-7 Size of the organisation

102-8 Employees by type of contract, gender, geographical area, classification

102-9 Description of the supply chain organisation

102-10 Significant changes in the organisation and in the supply chain

102-11 Method of application of the principle or prudential approach


Adoption of external codes and principles in the economic,
102-12 social and environmental spheres

102-13 Participations in trade associations

Strategy

102-14 Statement by the Chair

102-15 Main impacts, risks and opportunities

Ethics and Integrity

102-16 Values, Principles, Standards and Rules of Conduct

Governance

102-18 Governance structure

102-22 Composition of the highest governing bodies and its commissions

102-24 Nomination and selection processes for the highest governing bodies
Director’s Report 136 - 137

GRI
Standard Description Reference

Stakeholder Engagement

102-40 List of stakeholders involved

102-41 Employees covered by collective labour agreements

102-42 Identification process and selection of stakeholders to be involved

102-43 Approach to stakeholder engagement


Key aspects and critical issues emerged from stakeholder engagement and
102-44 related actions

Reporting Practice
List of entities included in the consolidated financial statements and those
102-45 not included in the sustainability report

102-46 Process for defining contents

102-47 Identified material aspects


Explanation of the effects of changes in information included in previous
102-48 financial statements and related reasons

102-49 Significant changes compared to the previous financial statements

102-50 Reporting period

102-51 Publication date of the previous financial statements

102-52 Reporting frequency

102-53 Contacts and addresses for information on the financial statements

102-54 GRI content index and choice of the "in accordance" option

102-55 GRI content index

102-56 External certification


Topic Specific Standard

GRI
Standard Description Reference Omission

200 Economic

205 Anti-Corruption

103 Information on management methods


Evaluation operations for risks related
205-1 to corruption
Communication and training on corruption
205-2 procedures
Episodes of corruption and actions taken
205-3 in response

300 Environment

301 Materials

103 Information on management methods

301-1 Raw materials used by weight or volume

302 Energy

103 Information on management methods

302-1 Energy consumption within the organisation

302-2 Energy consumption outside the organisation


Reduction of energy consumption obtained
302-4 thanks to specific activities and initiatives

305 Emissions

103 Information on management methods

305-1 Scope 1 emissions

305-2 Scope 2 emissions

305-3 Scope 3 emissions

306 Waste and Discharges

103 Information on management methods


Total weight of waste by type
306-2 and disposal methods

307 Environmental Compliance

103 Information on management methods


During the 2017/18
financial year, no
Sanctions for failure to comply with environmental reports
307-1 environmental laws and regulations were found.
Evaluation of suppliers based
308 on environmental criteria

103 Information on management methods


New suppliers selected based
308-1 on environmental criteria
Director’s Report 138 - 139

GRI
Standard Description Reference Omission

400 Business Performance

401 Occupation

103 Information on management methods


Total number and percentage of new hires
401-1 and turnover, by age, gender and region

402 Management of industrial relations

103 Information on management methods


Minimum notice period for significant
operational changes (organisational changes)
indicating if these conditions are included
402-1 in the collective bargaining agreement

403 Health and Safety at Work

103 Information on management methods


Type of accident and accident rate,
rate of occupational diseases, absenteeism
rate and total number of deaths by territorial
403-2 distribution and gender

404 Training and Education

103 Information on management methods

404-1 Average annual training hours per employee


Percentage of employees who receive regular
reports on the results and career development,
404-3 by gender and employee category

405 Diversity and Equal Opportunities

103 Information on management methods


Composition of the governing bodies
and breakdown of personnel by categories
of employees, by gender, age, belonging
to protected categories and other indicators
405-1 of diversity
Ratio of the basic salary and remuneration of
405-2 women to that of men by category of employees
GRI
Standard Description Reference Omission

406 Non-discrimination

103 Information on management methods


No episodes of
discrimination occurred
during the 2017/18
406-1 Episodes of discrimination and actions taken financial year.

413 Local Communities

103 Information on management methods


Activities that include the involvement of local
413-1 communities

414 Social assessment of suppliers

103 Information on management methods


New suppliers that have been selected using
414-1 social criteria

416 Health and safety of consumers

103 Information on management methods


Total number of cases of non-compliance
with voluntary regulations and codes regarding
the health and safety impacts of products
416-2 and services during their life cycle

417 Labelling of products and services

103 Information on management methods


Type of information related to the products
and services required by the procedures and
percentage of significant products and services
417-1 subject to these information requirements
Incidents related to non-compliance regarding
information related to the product or service in
417-3 communication and marketing activities

418 Consumer privacy

103 Information on management methods


Complaints concerning breaches of consumer
418-1 privacy and loss of data relating to them

419 Socio-economic Compliance

103 Information on management methods


During the 2017/18
Significant monetary and non-monetary financial year, no social or
sanctions for non-compliance with laws or economic reports were
419-1 regulations in the socio-economic area received. .
Director’s Report 140 - 141

[THIS PAGE INTENTIONALLY LEFT BLANK]


CONSOLIDATED
FINANCIAL
STATEMENTS
INDEX
Consolidated financial statements

Notes 152

1. Introduction 152

2. Criteria adopted for preparation of the consolidated financial

statements and summary of the accounting principles 153

2.1 Basis of preparation of the consolidated financial statements 153

2.2 Preparation criteria for the consolidated financial statements 153

2.3 Statement of compliance with IFRS 154

2.4 Consolidated financial statement schedules 154

2.5 Consolidation policies and scope of consolidation 155

2.6 The use of estimates and valuations in the preparation

of the consolidated financial statements 156

2.7 Significant accounting policies 159

2.8 New accounting standards 175

3. Information on financial risks 178

3.1 Credit Risk 179

3.2 Liquidity Risk 179

3.3 Market Risk 180

3.3.1 Interest rate risk 180

3.3.2 Currency Risk 181

3.4 Fair value estimates 182

4. Information on operating segments 184

5. Notes to the individual consolidated balance sheet items 185

5.1 Plant, machinery, equipment and other assets 185

5.2 Goodwill 188

5.2.1 Impairment test 189

5.3 Intangible assets with a finite useful life 195

5.4 Deferred tax assets and deferred tax liabilities 198

5.5 Other current assets and other non-current assets 201

5.6 Inventories 202

5.7 Trade receivables 204


Consolidated Financial Statements 144 - 145

5.8 Current tax assets 205

5.9 Cash and cash equivalents 206

5.10 Shareholders’ equity 208

5.11 Financial liabilities 212

5.12 Employee benefits 217

5.13 Other financial liabilities 219

5.14 Provisions 221

5.15 Other current liabilities and other non-current liabilities 222

5.16 Trade payables 223

5.17 Revenues 224

5.18 Other income 225

5.19 Purchases of materials and external services 226

5.20 Personnel expenses 228

5.21 Other operating costs and expenses 229

5.22 Depreciation amortisation and write-downs 229

5.23 Financial income and Financial expenses 230

5.24 Income taxes 231

5.25 Basic and diluted earnings per share 232

5.26 Statement of cash flows 233

5.27 Share-based payment agreements 235

Call Option Agreement 235

Long Term Incentive Plan 238

5.28 Business unit combinations 241

6. Related-party transactions 248

7. Other information 256

Contingent liabilities 256

Guarantees granted in favour of third-parties 256

Operating lease assets 256

Payments to the independent auditors 257

Subsequent events 258

Appendix 259
Consolidated statement of financial position

Year ended

(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017

Plant, machinery, equipment and other assets 5.1 74,831 60,822

Goodwill 5.2 174,748 151,396

Intangible assets with a definite useful life 5.3 25,034 11,808

Deferred tax assets 5.4 30,105 29,438

Other non-current assets 5.5 2,371 2,156

Total non-current assets 307,089 255,620

Inventories 5.6 313,528 269,551

Trade receivables 5.7 39,572 35,203

Current tax assets 5.8 3,147 7,955

Other current assets 5.5 16,157 13,865

Cash and cash equivalents 5.9 61,414 36,666

Total current assets 433,818 363,240

Total assets 740,907 618,860

Share capital 5.10 4,000 4,000

Reserves 5.10 105,996 120,101

Profit/(loss) carried forward 5.10 (32,780) (39,122)

Profit/(Loss) of third parties 5.10 - -

Total shareholders’ equity 77,216 84,979

Financial liabilities 5.11 40,518 25,796

Employee benefits 5.12 11,179 9,783

Other financial liabilities 5.13 12,195 4,427

Provisions 5.14 5,696 8,833

Deferred tax liabilities 5.4 2,448 322

Other non-current liabilities 5.15 718 21

Total non-current liabilities 72,754 49,182

Financial liabilities 5.11 6,961 5,984

Other financial liabilities 5.13 6,256 2,418

Trade payables 5.16 411,450 334,546

Provisions 5.14 2,928 1,424

Other current liabilities 5.15 163,342 140,327

Total current liabilities 590,937 484,699

Total liabilities and shareholders’ equity 740,907 618,860

The notes are an integral part of these consolidated financial statements.


Consolidated Financial Statements 146 - 147

Consolidated income statement

Year ended

(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017

Revenue 5.17 1,873,792 1,660,495

Other income 5.18 6,395 6,360

Total revenue and income 1,880,187 1,666,855

Purchases of materials and external services 5.19 (1,715,540) (1,491,938)

Personnel costs 5.20 (156,296) (136,633)

Changes in inventory 5.6 41,193 5,177

Other operating costs and expenses 5.21 (8,531) (5,377)

Gross operating profit 41,013 38,084

Amortisation, depreciation and impairment losses 5.22 (21,728) (17,958)

Operating profit 19,285 20,126

Financial income 5.23 303 358

Financial expenses 5.23 (7,933) (6,222)

Profit before tax 11,655 14,262

Income taxes 5.24 (697) (2,675)

Consolidated profit/(loss) for the year 10,958 11,587

Profit/(loss) of the Group for the financial year 5.10 10,958 11,587

Profit/(loss) of the third parties for the financial year 5.10 - -

Basic earnings per share (in Euros) 5.26 0.55 0.58

Diluted earnings per share 5.26 0.55 0.58

The notes are an integral part of these annual financial statements.


Consolidated statement of comprehensive income

Year ended

(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017

Profit/(loss) for the consolidated year 10,958 11,587


Other components of comprehensive income that
are or could be restated under profit/(loss) for the
consolidated year:

Gain (losses) on cash flow hedges 5.13 (250) 103

Income taxes 59 (29)


Total other components of comprehensive income
that are or could be restated under profit/(loss)
for the consolidated year 5.10 (191) 74
Other components of comprehensive income that will
not subsequently be restated under profit/(loss) for the
consolidated year:

Actuarial gains (losses) on defined benefit plans 5.12 103 (2)

Income taxes (18) 1


Total other components of comprehensive income
that will not subsequently be restated under
profit/(loss) for the consolidated year: 5.10 85 (1)
Total statement of comprehensive income for the
consolidated year 10,852 11,660

The notes are an integral part of these consolidated financial statements.


Consolidated Financial Statements 148 - 149

Consolidated cash flow statement

Year ended
(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017
Cash flow from operations
Profit/(loss) for the consolidated year 5.10 10,958 11,587
Adjustments for:
Income taxes 5.24 697 2,675
Net financial expenses (income) 5.23 7,630 5,864
Depreciation, amortisation and write-downs 5.22 21,728 17,958
(Profits)/losses from the sale of property, plant and machinery 5.1 (31)
Other changes 1,386 3,766
42,399 41,819
Changes in:
- Inventories 5.6 (41,193) (5,178)
- Trade receivables 5.7 18,940 151
- Trade payables 5.16 47,042 1,174
5.5-5.14-
- Other changes in operating assets and liabilities 5.15 21,213 23,488
Cash flow generated/(absorbed) by operating activities 46,002 19,635
Taxes paid 5.24 - -
Interest paid 5.23 (8,825) (4,931)
Net cash flow generated/(absorbed) by operating
activities 5.26 79,576 56,523
Cash flow from investment activities
Purchases of plant, equipment and other assets 5.1 (28,448) (23,479)
Purchases of intangible assets 5.3 (8,812) (4,419)
Collections from the sale of plant, equipment
and other assets 5.1 1 61
Investments for business combinations and business units 5.5 (14,485) -
Net cash inflow from acquisition 5.9 233 -
Cash flow generated/(absorbed) by investing activities 5.26 (51,511) (27,837)
Cash flow from investment activities
Increase/(Decrease) in financial liabilities 5.11 16,529 (4,137)
Increase/(Decrease) in other financial liabilities 5.13 154 998
Increase/(Decrease) in shareholder loans - - (20,442)
Distribution of dividends 5.10 (20,000) (3,880)
Cash flow generated/(absorbed) by financing activities 5.26 (3,317) (27,461)
Net increase/(decrease) in cash and cash equivalents 24,748 1,225
CASH AND CASH EQUIVALENTS
AT THE START OF THE YEAR 36,666 35,441
Net increase/(decrease) in cash and cash equivalents 24,748 1,225
CASH AND CASH EQUIVALENTS
AT THE END OF THE YEAR 61,414 36,666

The notes are an integral part of these consolidated financial statements.


Statement of changes in consolidated shareholders’ equity

Cash flow
Extraordinary hedge
(Amounts in thousands of Euros Notes Share capital Legal reserve reserve reserve

Balance as at 29 February 2016 5.10 4,000 800 48,461 (74)


Profit/(loss) for the consolidated
period - - - -
Other components of
consolidated comprehensive
income - - - 74
Total statement of
comprehensive income for the
consolidated year - - - 74

Allocation of prior year result - - 10,642 -

Distribution of dividends - - (3,880) -


Share-based payment settled
with equity instruments - - - -
Total transactions with
shareholders - - 6,762 -

Balance as at 28 February 2017 5.10 4,000 800 55,223 0


Profit/(loss) for the consolidated
period - - - -
Other components of
consolidated comprehensive
income - - - (191)
Total statement of
comprehensive income for the
consolidated year - - - (191)

Allocation of prior year result - - - -

Distribution of dividends - - (8,413) -


Share-based payment settled
with equity instruments - - - -
Total transactions with
shareholders - - (8,413) -

Balance as at 28 February 2018 5.10 4,000 800 46,810 (191)

The notes are an integral part of these consolidated financial statements.


Consolidated Financial Statements 150 - 151

Reserve for
actuarial gains/
(losses) on Reserve for Profit/(loss) Total Non- Total
defined benefit share-based carried shareholders’ controlling shareholders’
plans payments Other reserves forward equity interest equity

(858) 3,172 57,999 (40,067) 73,433 0 73,433

- - - 11,587 11,587 - 11,587

(1) - - - 73 - 73

(1) - - 11,587 11,660 - 11,660

- - - (10,642) - -

- - - - (3,880) - (3,880)

- 3,766 - - 3,766 - 3,766

- 3,766 - (10,642) (114) - (114)

(859) 6,938 57,999 (39,122) 84,979 0 84,979

- - - 10,958 10,958 - 10,958

85 - - - (106) - (106)

85 - - 10,958 10,852 - 10,852

- - - - - - -

- - - (11,587) (20,000) - (20,000)

- (5,586) - 6,971 1,385 - 1,385

- (5,586) - (4,616) (18,615) - (18,615)

(774) 1,352 57,999 (32,780) 77,216 0 77,216


NOTES
1. Introduction

Unieuro S.p.A. (hereinafter referred to as the “Company” or “Unieuro”) is a company


under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, operating in the
retail and online distribution of electric appliances and consumer electronics.
On 4 April 2017, Italian Electronics Holdings S.r.l. placed on the MTA (telematic stock
market) – STAR Segment of Borsa Italiana S.p.A.31.8% of the share capital of Unieuro
S.p.A., equal to 6,363,637 ordinary shares at a price of €11 per share.
From 3 May 2017, the greenshoe option granted by Italian Electronics Holding S.r.l. was
partially exercised by 537,936 shares compared to the 636,363 shares that had been the
object of the Over Allotment. The purchase price of the shares that were the object of
the greenshoe option was €11.00 per share, which corresponds to the offer price which
was set for the placement, totalling €5,917 thousand. The share settlement relative to the
greenshoe option took place on 8 May 2017.
On 6 September 2017, Italian Electronics Holdings S.r.l. placed, under the accelerated
bookbuilding procedure, 3,500 thousand ordinary shares, corresponding to 17.5% of the
share capital of Unieuro, at the price of €16 per share. The settlement of the transaction
took place on 8 September 2017. The total amount was €56,000 thousand.
On 17 October 2017, the partial demerger of Italian Electronics Holdings S.r.l. in favour of
eight newly incorporated companies became effective. Subsequently, Italian Electronics
Holdings S.r.l. transferred its registered office to Luxembourg, changing its company name
to Italian Electronics Holdings S.à.r.l. (hereinafter also “Italian Electronics Holdings”) and
has entered into a reverse merger with International Retail Holdings S.à.r.l.. Following
the above transactions, it is 100% indirectly owned by the private equity fund Rhône
Capital. At the date of the Annual Financial Statements, Italian Electronics Holdings held
a shareholding in Unieuro equal to 33.8% maintaining, considering the shareholders’
composition on 28 February 2018, the ex art. 93 TUF control of Unieuro S.p.A..
On 23 February 2017 Unieuro, as the buyer, signed an agreement with Project Shop
Land S.p.A., as the vendor, for the purchase of 100% of the share capital of Monclick S.r.l.
(hereinafter also known as “Monclick”). The price agreed amounted to €10,000 thousand
and the acquisition of the shares by the Unieuro was subject to the following conditions
precedent: (a) obtaining all authorisations from the relevant antitrust authorities, none
of which containing conditions or obligations for Unieuro or Monclick and (b) obtaining
the consent of the financing banks to the execution of the acquisition transaction. The
completion of the contract took place on 9 June 2017. Through its acquisition of Monclick,
Unieuro intends to strengthen its position in the online sales sector (exploiting Monclick’s
competitive position) and to launch and develop, as the leading specialist operator, the
marketing of electronic consumer goods in the B2B2C channel.
Following Unieuro’s acquisition transaction, it is required to prepare consolidated
financial statements. These Consolidated Financial Statements are therefore the first
consolidated financial statements of the Unieuro Group (hereinafter also the “Group” or
the “Unieuro Group”). The financial statements of the subsidiary Monclick were included
in the consolidated financial statements starting from 1 June 2017. The directors assessed
that there were no significant changes in the fair value of the assets acquired between
Consolidated Financial Statements 152 - 153

the date on which Unieuro took control (9 June 2017) and the date of first consolidation
(1 June 2017).
The comparative figures presented relate solely to Unieuro’s financial statements as at
28 February 2017 for the income statement, the comprehensive income statement, the
cash flow statement, the statement of financial position and the statement of changes in
shareholders’ equity since, as indicated above, the Group was formed on 1 June 2017, the
date Unieuro assumed control of Monclick.

2. Criteria adopted for preparation of the consolidated


financial statements and summary of the accounting
principles

Below are the preparation criteria, the main accounting principles and valuation criteria
adopted for the drafting of the consolidated financial statements. These principles and
criteria were applied consistently to all the years presented within this document.

2.1 Basis of preparation of the consolidated financial statements


The Group’s consolidated financial statements comprise the consolidated statement
of financial position, the consolidated income statement, the consolidated statement
of comprehensive income, the consolidated cash flow statement and the consolidated
statement of changes in shareholders’ equity for financial year ended 28 February 2018,
as well as the statement of financial position, the income statement, the statement
of comprehensive income, the cash flow statement and the statement of changes in
shareholders’ equity for financial year ended 28 February 2017 of Unieuro and the related
notes to the financial statements.

2.2 Preparation criteria for the consolidated financial statements


The Group’s Consolidated Financial Statements were drafted on a going concern basis,
since the directors verified that there were no indicators of a financial, operating or other
nature of any critical areas regarding the company’s ability to honour its obligations in
the foreseeable future and over the next 12 months.

The consolidated financial statements were drafted on the basis of the historical cost
criteria, except for the derivative financial instruments which were measured at their fair
value.

Please see the Report on Operations for information regarding the nature of the company’s
operations and significant events after the balance sheet date.
As at 28 February 2018, the Group is composed as follows:

(Amounts in thousands of Euros) Share Capital % of ownership Parent company

Unieuro S.p.A. 4,000.00

Monclick S.r.l. 100.00 100.00% Unieuro S.p.A.

The major shareholders of Unieuro as at 28 February 2018 are:


1. Italian Electronics Holdings, (attributable to the funds managed by Rhone Capital)
which owns 33.8% of Unieuro’s shares;
2. DSG European Investments Limited (Dixons Carphone) which owns 7.2% of the
Unieuro’s shares;
3. the Silvestrini Family which owns 4.7% of Unieuro’s shares;
4. the top management of Unieuro which owns 2.3% of the Company’s shares.

The Consolidated Financial Statements are presented in Euros, the functional currency
of the Group. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is
hereby specified that any differences found in any tables are due to rounding of amounts
which are expressed in thousands of Euro.
The consolidated financial statements as at 28 February 2018, approved by the Board of
Directors of the Company on 26 April 2018, have been audited and will be submitted for
approval to the Shareholders’ Meeting.

2.3 Statement of compliance with IFRS


The consolidated financial statements were prepared in compliance with the International
Accounting standards (IAS/IFRS) which are issued by the International Accounting
Standards Board (IASB) and their relative interpretations (SIC/IFRIC), adopted by the
European Union.
Furthermore, the consolidated financial statements were prepared in compliance with
the provisions adopted by Consob for financial statements in application of article 9 of
Legislative Decree 38/2005 and other rules and provisions issued by Consob regarding
financial statements. In particular it is hereby noted that with regard to Consob resolution
15519 of 27 July 2006 and Communication no. DEM6064293 of 28 July 2006 regarding
financial statements, specific schedules have been added to the consolidated income,
consolidated balance sheet and consolidated cash flow statements indicating significant
relations with related parties and specific income statement schedules indicating, for
each item, the non-recurring component.

2.4 Consolidated financial statement schedules


In addition to these notes, the consolidated financial statements consist of the following
schedules:

A) Statement of consolidated financial position: the presentation of the consolidated


statement of financial position is shown by distinctly presenting current and non-
current assets and current and non-current liabilities. This includes a description in
Consolidated Financial Statements 154 - 155

the notes for each asset and liability item of the amounts that are expected to be
settled or recovered within or later than 12 months from the reference date of the
Consolidated Financial Statements.
B) Consolidated income statement: the classification of the costs in the income
statement is based on their nature, showing the interim results relative to the gross
operating result, the net operating result and the result before taxes.
C) Consolidated statement of comprehensive income: this item includes the profit/
(loss) for the year as well as the income and expenses recognized directly in equity
for transactions other than those with shareholders.
D) Consolidated statement of cash flows: the consolidated statement of cash flows
contains the cash flows from operations, investments and financing. The cash flows
from operations are shown using the indirect method through which the result for
the year is adjusted for the effects of non-monetary transactions, any deferral or
allocation of previous or future collections or payments related to operations and
revenue elements connected to cash flows arising from investment or financing
activities.
E) Consolidated statement of changes in shareholders’ equity: this schedule
includes, in addition to the results of the comprehensive income statement, also
the transactions that were carried out directly with shareholders that acted in
their capacity as such and the breakdown of each individual component. Where
applicable, the statement also includes the effects arising from changes in the
accounting standards in terms of each equity item.

The consolidated financial statements are shown in comparative form.

2.5 Consolidation policies and scope of consolidation


The Consolidated Financial Statements as at 28 February 2018 include the financial
statements of the parent company, Unieuro S.p.A., and its subsidiary Monclick S.r.l..
These financial statements are the first consolidated financial statements of Unieuro
Group. In order to: (i) comply with the provisions of IAS 1, requiring an entity to present
comparative information with respect to the previous year for all amounts shown in the
financial statements for the current year and (ii) to provide information relating to the
various aspects of the Group, as well as how it is currently structured, how the comparative
data break down, from the statement of financial position, from the income statement,
from the statement of comprehensive income, from the cash flow statement and from
the statement of changes in shareholders’ equity as at 28 February 2017 for Unieuro.
The group company statements used for full consolidated have been duly amended and
reclassified, in order to align them with the aforementioned international accounting
standards.

Subsidiaries
These are companies over which the Group exercises control as defined by IFRS 10. This
control exists when the Group has the power, directly or indirectly, to determine the
financial and operating standards of an enterprise to obtain benefits from its activities.
The financial statements of the subsidiary are included in the consolidated financial
statements from the date on which control over it was assumed until this control ceases.
For the purposes of consolidation of the subsidiaries, the total integration method is
applied, thus assuming the full amount of the financial assets and liabilities and all costs
and revenues. The book value of the consolidated investment is then eliminated from the
related shareholders’ equity. The share of shareholders’ equity and the result relating to
the minority shareholders is shown respectively in a special item in shareholders’ equity
and in the consolidated income statement.
In accordance with IFRS 3, the subsidiary acquired by the Group is accounted for using
the purchase method, whereby:
• the acquisition cost is the fair value of the divested assets, considering the issuance of
equity instruments, and liabilities assumed, plus directly attributable transaction costs;
• the excess of the acquisition cost compared to the market value of the Group’s share
in the net assets is recorded as goodwill;
• if the acquisition cost is less than the fair value of the Group’s share in the net assets of
the acquired subsidiary, the difference is recognised directly in the income statement.

Transactions eliminated in the consolidation process


The preparation of the Consolidated Financial Statements eliminated all the significant
balances and transactions between Group companies, as well as unrealised gains and
losses resulting from intragroup transactions. Unrealised gains and losses generated by
transactions with jointly controlled entities and/or associated companies are eliminated
depending on the percentage share of Unieuro Group’s participation in that company.

2.6 The use of estimates and valuations in the preparation of the


consolidated financial statements
In application of the IFRS, the preparation of the consolidated financial statements
requires the usage of estimates and assumptions that have an effect on the values of
the consolidated balance sheet assets and liabilities and the information regarding the
contingent assets and liabilities at the date of reference. The estimates and assumptions
are based on elements which are known as at the date that the consolidated financial
statements are prepared, are based on the experience of the management and other
elements - if any - considered to be significant. The actual figures may differ from the
estimates. The estimates are used to recognize the provision for bad debts, inventory
obsolescence, the unearned income relative to the sale of guarantee extension services,
measure amortization and depreciation, conduct assessments of the assets, test
impairment of goodwill, test impairment of equity investments, carry out actuarial
valuations of employee benefits and share-based payment plans, as well as to estimate
the fair value of derivatives and assess the extent to which deferred tax assets can be
recovered.

The estimates and assumptions are reviewed periodically and the effects of each change
are reflected in profit and loss.
Following is a summary of the critical valuation processes and the key assumptions
used by the Group in applying the IFRS, which can have significant effects on the values
recognized in the financial statements and for which there is a risk that differences of a
significant amount could arise compared to the book value of the assets and liabilities in
the future.
Consolidated Financial Statements 156 - 157

Recoverable value of non-current assets


Non-current assets include property, plant, machinery, equipment and other assets,
goodwill, software and trademarks, equity investments and other non-current assets. The
Group periodically reviews the book value of non-current assets held and used and the
book value of assets that are held for sale, when the facts and circumstances require this
review. In the case of goodwill, this analysis is conducted once per year and whenever facts
and circumstances indicate a possibility of impairment. Analysis whether the book value
of a non-current asset is recoverable is generally carried out using expected cash flow
estimates from the sale or use of the asset and adequate discount rates for calculation of
its current value. When the book value of a non-current asset has become impaired, the
Group writes down the excess of the book value of the asset and its recoverable value
through usage or sale thereof, determined with reference to the cash flows used for the
recent business plans.

The estimates and assumptions used as part of this analysis, in particular the impairment
tests carried out on goodwill, reflect the status of the Group’s knowledge regarding the
business developments and take into account provisions that are considered to be a
reasonable insofar as the future developments on the market and in the sector, but they
are nevertheless still subject to a high degree of uncertainty.

Recoverability of deferred tax assets


The Group recognises deferred tax assets up to the value which it considers to be probable
that it will recover. Where necessary, the Group makes adjustments to reduce the value of a
deferred tax asset down to the value that it considers probable to recover. In assessing the
recoverability of deferred tax assets, budget results and provisions for subsequent years
are used coherently with those used for the impairment testing which are described in the
previous paragraph relative to the recoverable value of non-current assets.

Bad debt provision


The provision for bad debts reflects management estimates regarding losses from the
trade receivables portfolio. The provision for bad debts is based on losses expected by
management, determined depending on past experience for similar receivables, current
and historical past due amounts, losses and collections, careful monitoring of credit
quality and projections regarding the economic and market conditions.

Inventory bad debt provision


The stock write-down provision reflects management estimates regarding the expected
impairment of the assets, determined based on past experience and historical performance
and expected performance of the market, including following specific actions by the
Company. This estimate makes it possible to bring the value of the inventories to the
lower of the cost and the presumably realizable value.

Trade payables
The Unieuro Group has contracts for the supply of goods which include receipt of premiums
and, in certain circumstances, contributions classified in trade payables. These premiums
and contributions are recognised either as a percentage of the quantities purchased,
or as a fixed figure on the quantities purchased or sold, or as a defined contribution.
Especially with reference to those agreements whose term falls after the reporting date,
which account for a minor share of the premiums and contributions for the year, their
calculation is a complex accounting estimate entailing a high level of judgement as it
is affected by many factors. The parameters and information used for the estimate are
based on the purchased or sold volumes and valuations that consider historical figures of
premiums and contributions actually paid by suppliers.

Unearned income product guarantee extension


The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that the Group offers to its customers.
This service is offered by the Group and its affiliates and it is sold directly at the points of
sale against an additional amount over and above the sales price.

The extension of the guarantee compared to the legally required guarantee can be in
terms of time (more years covered) and/or risks covered (e.g. damage to the product)
depending on the category of product that has been sold.

When guarantee services are sold, the Group recognises unearned income equal to the
sales value of this service, and then recognizes this unearned income as revenue throughout
the time that the services are being provided. The recognition of this amount as revenue is
determined based on the interventions that have been estimated for repairs that are covered
by the guarantee. The interventions for repairs that are under guarantee are estimated based
on historical information regarding the nature, frequency and costs of the interventions under
guarantee, duly interpolated to stimulate future curves of such events occurring.

Defined benefit plans and other post-employment benefits


The Group provides a defined benefit plan to its employees (employees severance
indemnity).

For the employee benefits, the costs and net financial expenses are measured using
actuarial methods requiring the use of estimates and assumptions for determination
of the net value of an obligation. The actuarial method considers parameters of a
financial nature such as, for example, the discount rate, rates of growth of remuneration
and considers the probability of potential future events occurring through the use of
parameters of a demographic nature such as for example the rates relative to mortality
and resignations or retirement of employees. In particular, the discount rates used as a
reference are rates or rate curves for corporate bonds with a high credit rating in their
respective markets of reference. The changes in each of these parameters could affect
the amount of the liability.

Provisions
The Group creates a provision for disputes and legal proceedings under way when it is
Consolidated Financial Statements 158 - 159

considered probable that there will be a financial outlay and when the amount of the
relative expenses can be reasonably estimated. If the amount of the financial outlay
cannot be reasonably estimated or the probability of such a financial outlay becomes
possible, no provision is established and the fact is indicated in the notes.

During the normal course of business, the Group monitors the status of the disputes which
are ongoing and consults with its own legal and tax advisors. It is therefore possible that
the value of the provisions for the disputes and lawsuits involving the Group may change
as a result of future developments in the proceedings that are ongoing.

Share based payment plan settled with equity instruments


The measurement of the probable market price of options is recognized using the
binomial method (Cox – Ross – Rubinstein). The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the recipients leaving the plan and the probability of achieving the performance targets
were taken into account. For further details see note 5.27.

Hedging derivatives
The fair value of derivative instruments is determined based on the values observed on
regulated markets or prices provided by financial counterparties. If the values and the
sources mentioned are not available, the estimate is made using valuation models that
take into account the objective valuations such as for example estimates of cash flows
and expected volatility of prices.

2.7 Significant accounting policies

Business combinations and goodwill


Business combinations are recognized using the acquisition method. As at the date the
control is acquired, this requires recognition of their value of identifiable assets (including
intangible fixed assets which had previously not been recognized) and identifiable
liabilities (including contingent liabilities but not including future restructuring) of the
acquired company.

Every contingent consideration is also recognised by the Group at its fair value on its
acquisition date. The change in the fair value of the contingent consideration classified
as an asset or liability will be recognized, pursuant to the instructions found in IAS 39, in
profit and loss. If the contingent liability is classified in shareholders’ equity, its initial value
will never be subsequently re-determined.

Goodwill arising from a business combination is initially measured at cost which is the
amount by which the fair value of the consideration paid exceeds the Group’s portion
of the net fair value of the assets, liabilities and contingent liabilities of the acquired
company. Goodwill from a business combination is allocated, as at the acquisition date, to
the individual cash generating units of the Group or groups of cash generating units that
would benefit from the synergies of the combination, regardless whether other assets or
liabilities of the Group have been assigned to these units or groups of units. Every unit or
group of units to which goodwill is allocated:
• represent the lowest level within the Group at which the goodwill is monitored for
internal management purposes;
• is not larger than the operating segments that have been identified.

When goodwill constitutes a part of a cash generating unit and a part of that internal
asset and unit is sold, the goodwill associated with the sold asset is included in the book
value of the asset for determination of the profit or the loss from the sale. The goodwill
disposed of in those circumstances is measured based on the relative values of the
activity disposed of and the portion of the units retained.

Any profits from the purchase of a company at favourable prices are immediately
recognized in the income statement, while costs related to the combination, other than
those which refer to the issue of bonds or equity instruments, are recognized as expenses
in the profit/(loss) of the year in which they are incurred.

After initial recognition, goodwill is not amortized and it is decreased by any impairment
losses, which are measured using the procedures described in the paragraph “Impairment
losses of non-financial assets”.

Operations which are under common control are recognized at their book values, without
any capital gain, pursuant to the reference accounting standards, and the guidelines
issued by the OPI 1 (preliminary Assirevi guidelines for IFRS), relative to the “accounting
treatment of business combinations of entities under common control in the separate
and consolidated financial statements”. According to these guidelines, in the event of
business combinations in which the acquired company is controlled by the same entity,
whether before or after the acquisition, the net assets must be recognized at their book
value recorded in the books of the acquired company prior to the operation. When the
transfer values are higher than the historical values, the excess must be eliminated by
adjusting the acquiring company’s shareholders equity downwards.

Hierarchical levels of fair value measurement


Various accounting standards and several disclosure obligations require measurement
of the fair value of assets and liabilities whether financial or non-financial. The fair value
is the price that could be secured for the sale of an asset or which could be paid for the
transfer of a liability in an arm’s length transaction on the measurement date. To increase
comparability of the data and the fair value measurements, the standard establishes a
hierarchy identified in three different levels which reflects the significance of the inputs
used in measuring the fair value. The levels identified are the following:
• Level 1: the inputs consist of listed prices (not amended) in active markets for identical
assets or liabilities which the company can access on the measurement date. A listed
price on an active market which is liquid is the most reliable proof for the fair value
measurement, and if the market for the asset/liability is not unique it is necessary to
Consolidated Financial Statements 160 - 161

identify the most beneficial market for the instrument;


• Level 2: inputs other than listed prices included in level 1 that can be observed, whether
directly or indirectly, for the assets or liabilities to be measured. If the asset or the
liability has a specific duration a level 2 input must be observable for the entire duration
of the asset or the liability. Some examples of instruments which fall within the second
hierarchical level are the following: assets or liabilities in markets which are not active
or interest rates and yield curves which are observable at intervals that are commonly
listed;
• Level 3: inputs for assets or liabilities which are not observable. The non-observable
inputs shall be used only if the inputs of level 1 and 2 are not available. Notwithstanding
this, the purpose remains the same, that is to determine a closing price on the valuation
date, therefore reflecting the assumptions that the market operators would use in
determining the price of the asset or the liability, including the assumptions related to
the risk.

Plant, machinery, equipment and other assets (tangible fixed assets)


Recognition and measurement
The tangible fixed assets are measured at cost of acquisition including the directly
imputable ancillary expenses net of the depreciation and losses due to accumulated
impairment.

Any financial expenses incurred for the acquisition or construction of capitalized assets
for which a specific period of time is normally required in order to render the asset ready
for usage or sale, are capitalized and amortized throughout the life of the asset class they
refer to. All other financial expenses are recognized in the income statements during the
year they refer to.

If a tangible fixed asset is composed of various components with differing useful lives,
these components are recognized separately (if they are significant components).

The profit or the loss generated by the sale of property, plant, machinery, equipment and
other assets is measured as the difference between the net consideration of the sale and
the net residual value of the asset, and it is recognized in the income statement during
the year in which the elimination takes place.

Subsequent costs
The costs incurred subsequently to the purges of the assets and the replacement cost of
certain parts of the assets recognized in this category are added to the book value of the
element they refer to and they are capitalized only if they increase the future economic
benefits of the asset itself. All other costs are recognized in the income statement once
incurred.
When the replacement cost of certain parts of the asset is capitalized, the net book
value of the replaced parts is allocated to the income statement. The extraordinary
maintenance expenses which increase the useful life of the tangible fixed assets are
capitalized and amortized on the basis of the residual possibility of use of that asset. The
costs for ordinary maintenance are recognized in the income statement in the year in
which they are incurred.
Assets under construction are recognized at cost under assets under construction for as
long as their construction is not available for use; when they become available for use, the
cost is classified in the relative item and depreciated.

Financial leases
Other assets, plant, machinery owned through financial leases, for which the Group has
assumed essentially all the risks and benefits that would derive from ownership, are
recognized on the contract start date, as tangible assets at their fair value or, if it is lower, at
the current value of the lease instalments, amortized throughout the estimated useful life
and adjusted for eventual impairment determined in the ways indicated below. The amount
payable to the lessor is shown in the balance sheet among “other financial liabilities”.

Depreciation
The depreciation period begins from the time the asset becomes available for use and
ends on the earliest of the date on which the asset is classified as held for sale, pursuant
to IFRS 5, and the date on which the asset is eliminated from the books. Any changes to
the depreciation schedule are applied prospectively.
The value to be depreciated is the book value minus the presumable net sales value at the
end of the asset’s useful life, if it is significant and can be reliably measured.

The depreciation rates are determined according to economic - technical rates in relation
to the estimated useful life of the individual assets established pursuant to the company
plans for usage which also consider the physical and technological wear and take into
account the presumable realizable value estimated net of costs for scrapping the asset.
When the tangible asset consists of several significant components with different useful
lives, each component is appreciated separately. When events occur that indicate
possible impairment of tangible fixed assets, or when there are significant reductions
in the market value of these assets, significant technological changes or significant
obsolescence, the net book value, regardless of the depreciation that has already been
recognized, is subject to verification based on an estimate of the current value of future
cash flows and eventually adjusted. Subsequently if such conditions do not come to pass,
the impairment will be written down to the book value that would have existed (net of
depreciation) if the impairment of the asset had never been recognized.

The depreciation is calculated on an accrual basis according to the estimated useful life
of the asset, by applying the following percentages:

Category % used
Plant and machinery 15%
Fixtures and fittings, tools and other equipment 15%
Electronic machinery 20%
Furniture 15%
Office fixtures and fittings and machinery 12%
Automobiles 25%
Mobile phones 20%
Leasehold improvements throughout the duration of the contract
Other assets 15%-20%
Consolidated Financial Statements 162 - 163

Intangible assets with a definite useful life


Initial recognition and measurement
The intangible fixed assets acquired separately are initially capitalized at cost while those
that are acquired through business combinations are capitalized at fair value on their
acquisition date. After initial recognition the intangible fixed assets are recognized at
cost, net of amortization and any accumulated impairment.

Key Money paid for store openings is considered as a cost related to a real estate lease
and is generally regarded as an asset with a finite useful life determined by the underlying
contract period. These are initially capitalised at cost and after initial recognition, they
are carried at cost less any accumulated amortisation and any accumulated impairment
losses.

Subsequent costs
Costs incurred subsequently to purchase are capitalized only when the expected future
economic benefits which are attributable to the asset they refer to are increased. All
other subsequent costs are recognized in the income statement once incurred.

Depreciation
Intangible fixed assets are amortized based on their useful life and they are tested for
impairment whenever there are indications of a possible loss in their value. The period
and method of amortization applied to them is re-examined at the end of each financial
year or more frequently if necessary. Any changes to the depreciation schedule are
applied prospectively.

The profits or the losses from elimination of an intangible fixed asset are measured from
the difference between the net revenue from the sale and the book value of the intangible
asset, and they are recognized in profit and loss in the year during which the elimination
takes place.

The amortisation is calculated on an accrual basis according to the estimated useful life
of the asset, by applying the following percentages:

Category % used

Software 20%
Based on the duration of the lease beginning
Entry rights from the date that the shop opens
Based on the duration of the lease beginning
Key money from the date that the shop opens

Brands 5-10%

Financial assets
The Group determines classification of its financial assets after initial recognition and,
where adequate and permitted, reviews this classification upon closure of each year.
Financial assets measured at fair value with changes recognized in profit and loss
This category includes assets held for trading and assets which are defined upon initial
recognition as financial assets at fair value with changes recognized in profit and loss. The
assets held for trading are all those assets which are acquired for sale in the short term.
Derivatives, including those which are unbundled, are classified as financial instruments
held for trading, unless they are designated as hedging instruments, as defined in IAS 39.
The profits or losses on assets held for trading are recognized in the income statement.
For securities which are widely traded on regulated markets, the fair value is determined
by reference to the stock exchange price recognized upon closure of trading at the
end of the financial year. For investments for which there is no active market, the fair
value is determined using valuation techniques which are based on the prices of recent
transactions between independent parties, the current market value of an essentially
similar instrument, analysis of the discounted cash flows and option appreciation models.

Loans and receivables


Loans and receivables are non-derivative financial assets with payments that are fixed
or which can be determined but which are not listed on an active market. After initial
recognition, these assets are measured according to the amortized cost criterion using
the effective interest rate method net of any allocation for impairment. The amortized
cost is calculated with consideration taken of the discounts and premiums and includes
the commissions and transaction costs that are an integral part of the effective interest
rate. The profits and losses are recognized in the income statement when the loans and
receivables are eliminated or when impairment is observed.

Impairment of financial assets


Upon closure of each year, the Group checks whether a financial asset or group of financial
assets has become impaired.

Assets measured using the amortized cost criteria


If there exists an objective indication that a loan or receivable that has been recognized
at amortized cost has undergone impairment, the amount of the loss is measured as the
difference between the book value of the asset and the current value of estimated future
cash flows (not including future losses on receivables which have not yet been incurred),
discounted using the financial asset’s initial effective interest rate (that is, the effective
interest rate calculated on the initial recognition date or the current effective rate for
variable interest rate loans). The book value of the asset is written down using a provision
and the amount of the loss is recognized in the income statement.

The Group initially assesses whether there are indications of any impairment at the
individual level, for the financial assets that are individually significant and, thereafter, at the
individual or collective level for those financial assets that are not. If there are no objective
indications of impairment for a financial asset which is assessed individually, whether it
is significant or not, this asset is included in a group of financial assets with credit risk
characteristics that are similar and the group is tested for impairment collectively. The
assets which are measured individually and for which an impairment loss is recognized or
continues to be recognized, will not be included in the collective measurement.

If, subsequently, the amount of the impairment is reduced and this reduction can be
Consolidated Financial Statements 164 - 165

objectively connected to an event that took place after the recognition of the impairment,
the previously decreased value can be written back. Any subsequent write backs are
recognized in the income statement to the extent that the book value of the asset does
not exceed the amortized cost on the date of the write back.

For trade receivables, an allocation for impairment is made when there is an objective
indication (such as, for example, the probability of insolvency or significant financial
difficulties of the debtor) that the Group will not be able to recover all the amounts that
are due based on the original conditions and terms of the invoice. The book value of the
receivable is reduced by using a specific provision. Receivables subject to impairment are
reversed when it is determined that they will no longer be recovered.
When a financial transaction takes place, based on the terms of payment that have been
granted, the receivables are measured at amortized cost through discounting of the
nominal value receivable, with the discount recognized as financial income.

In application of IAS 39, an assigned receivable is eliminated if the assignment provides


for the total transfer of the connected risks and benefits (contractual rights to receive
the flows from a financial asset). The difference between the book value of an assigned
asset and the consideration received is recognized in the income statement as a financial
expense.
There are no financial assets which are available for sale or investments held to maturity.

Inventories
The inventories are measured at the lower of the cost and net realizable value. The cost
of inventories includes all costs required to bring the inventories to their current location
and status. This includes in particular the purchase price and other costs which are
directly attributable to the purchase of the merchandise. Commercial discounts, returns
and other similar items are deducted when determining the acquisition cost. The method
used for the cost of inventories is the average weighted cost method.
The value of the obsolete and slow moving inventories is written down in relation to the
possibility of use or realization, through Inventory bad debt provision.

Cash and cash equivalents


The cash and cash equivalents include cash on hand and sight and short term deposits
of no more than three months. For the purpose of the cash flow, the cash and cash
equivalents are represented as cash on hand as defined above, net of bank overdrafts.

Financial liabilities
The financial liabilities are initially recognized at the fair value of the consideration
received net of the transaction costs that are directly attributable to the loan itself. After
initial recognition, the financial liabilities are measured using the amortized cost criteria,
applying the effective interest rate method. Amortization at the effective interest rate
method is included among financial liabilities in the income statement.
Liabilities arising from employee benefits
Post-employment benefits may be offered to employees through defined contribution
plans and/or defined benefit plans. These benefits are based on the remuneration and the
years of service of the employees.

Defined contribution plans are post-employment benefit plans based on which the Group
and, sometimes, its employees pay contributions of a specific amount into a distinct
entity (a fund) and the Group does not and will not have a legal or implicit obligation to
pay additional contributions if the fund does not have assets that are sufficient to cover
the obligations to the employees.

The defined benefit plans are plans for benefits after the end of the employment
relationship, which differ from defined contribution plans. Defined benefit plans can
be financed either completely or partially by contributions paid by the company, and
sometimes by its employees, to a company or a fund, which is legally distinct from the
company that provides the benefits to the employees.

The amount which accrues is projected into the future to estimate the amount payable
upon termination of the employment relationship and subsequently discounted to take
into account the time that has passed prior to the actual payment.

The adjustments to the liabilities regarding employee benefits are determined on the basis
of actuarial assumptions, which are based on demographic and financial assumptions and
recognized on an accrual basis concurrently with the employment services required in order
to obtain the benefit. The amount of the rights accrued during the year by the employees
and the portion of the interests on the accrued amount at the beginning of the period and
the corresponding movements referring to the same period observed is allocated to the
income statement under the item “Personnel expenses” while the financial expense arising
from the actuarial calculation is recognized in the comprehensive statement of income
under the item “Profit (loss) from restatement of defined benefit plans”.

The actuarial valuation is carried out by an actuary who is not employed by the Group.
Following the amendments made to the employee severance indemnity (“TFR”) provisions
of law 296 of 27 December 2006 and the subsequent decrees and regulations (“Social
Security Reform”) issued in the initial months of 2007:
• the TFR accrued up to 31 December 2006 is considered to be a defined benefit
plan pursuant to IAS 19. Benefits provided to employees in the form of TFR which
are granted upon termination of the employment relationship are recognized in the
vesting period;
• TFR which accrues subsequently to 1 January 2007 is considered to be a defined
contribution plan and therefore the contributions accrued during the period are
recognized as a cost in their entirety and the portion which has not yet been paid is
recognized as a liability under “Other current liabilities”.

Provisions
The allocations to provisions are made when the Group is required to fulfil an actual
obligation (whether legal or implicit) which refers to a past event, when an outlay is
Consolidated Financial Statements 166 - 167

possible for discharge of the obligation and it is possible to reliably estimate the amount
thereof. When the Group believes that allocation to the provision will be partially or fully
refunded, for example in the case of risks covered by insurance policies, the indemnification
is recognised distinctly and separately in assets if, and only if, it is practically certain. In
this case, the cost of the eventual allocation is shown in the income statement net of
the amount recognized for the indemnification. If the effect of discounting the value of
money is significant, the non-current portion of the allocations is discounted.

Onerous contracts provision


A provision for charges of contracts is established when the non-discretionary costs
required to fulfil obligations that have been assumed are higher than the economic
benefits that the Group expects to obtain by virtue of the contract. This provision is
based on the current value of the lower between the cost of cancelling the contract and
the net cost of pursuing it. Prior to recognizing the provision, the Group recognises any
impairment of the assets associated with the contract.

Provisions for restoration of points of sale


For leases which contain a clause requiring restoration of the property, a specific provision
is established. The book value of the liability includes the costs to be incurred up to the
time that the properties are returned to the lessor.

Restructuring provision
A provision is established for restructuring when there is a detailed and official program
for restructuring that has been approved and the restructuring has begun or the main
aspects of which have been publicly disclosed to third parties.

Trade payables
The payables are recognized at their nominal value net of discounts, returns or invoicing
adjustments, representative of the fair value of the obligation. When a financial transaction
takes place based on the terms of payment that have been agreed, the payables are
measured at amortized cost through discounting of the nominal value receivable, with a
discount recognized as a financial expense.

Assets held for sale


The assets which are held for sale are those for which recovery of the value will take place
mainly through sale rather than through use. The classification in this category takes
place from the time that the sale of a group of assets is considered highly probable and
the assets and liabilities are immediately available for sale in their current conditions. The
assets held for sale are measured at the lower between the cost and the fair value net of
the costs to sell.

Impairment of non-financial assets


The Group assesses whether there are any indicators of impairment of tangible and
intangible assets. If there is any such indication, the Group tests the asset for impairment.

The accounting standard does not request formal preparation of an estimate of the
recoverable value unless there are indications of impairment. Assets which are not
available for use and goodwill acquired in business combinations which must be tested
for impairment annually and whenever there is indication of impairment constitute the
exception to this principle. The Group has set the balance sheet closing date as the time
for testing of impairment of all assets for which annual testing is mandatory.

In evaluating whether there is an indication of impairment of an asset, the Group considers:


• an increase in the market interest rates or other investments that could influence the
calculation of the Group’s discount rate, thereby diminishing the recoverable value of
the asset;
• significant changes in the technological environment and market in which the Group
operates;
• physical obsolescence not related to the depreciation that the asset has undergone in
a specific period of time;
• any extraordinary plans implemented during the year the impact of which is reflected
on the asset constituting the object of the analysis (for example corporate restructuring
plans);
• operating losses resulting from interim results.

If the analysis shows that there are potential losses due to impairment, the management
will make a preliminary check relative to the useful life, the amortisation criterion, and the
residual value of the asset and, based on the applicable accounting standard, shall make
any amendments to these parameters; specific analysis relative to the impairment of the
asset will take place at a later time.

As described in IAS 36, the recoverable value of an asset is the higher of the value in use
and the fair value (net of costs to sell) of the asset itself. Furthermore, in the definition
provided in the international accounting standard, the instructions are the same whether
they refer to a single asset or to cash flow generating units.

In order to better understand the provisions of IAS 36, we provide below some key
definitions:

Value in use: the value in use is the current value of all the cash flows of an asset or a
generating unit, constituting the object of the valuation, which are expected to originate
from it. In particular, an asset generates cash flows, which will be discounted at a pre-tax
rate which reflects the market valuations on the current value of money and the specific
risks inherent in the asset. These cash flows are determined based on the company’s
business plan. These plans are constructed on the basis of detailed budgets and separate
calculations for each asset/cash generating unit. The budgets used do not include the
effects arising from the extraordinary activities (restructuring, sales and acquisitions) and
cover a period of time of up to five financial years;

Fair value: it represents the price that could be secured for the sale of an asset or
which could be paid for the transfer of a liability in an arm’s length transaction on the
Consolidated Financial Statements 168 - 169

measurement date. To determine the fair value of an asset, the Group uses valuation
models that use listed shares, models with valuation multipliers and other available
indicators as a reference;

Cash generating units (or cash flows): a cash generating unit (CGU) is a group of assets
which, together, generate cash flows that are incoming or outgoing regardless of the
cash flows generated by other assets and activities. A group of assets is the smallest
identifiable group able to generate incoming cash flows;

Book value: the book value is the value of assets net of depreciation, write-downs and
write backs.

The accounting standard provides the option of selecting either the fair value or the value
in use. In fact, if one of the two values is higher than the book value, it is not necessary to
identify the other amount as well. Furthermore, the fair value of an asset or cash generating
unit is not always measurable, as there is no criteria that provides a reliable estimate of the
selling price of an asset in an arm’s length transaction between market operators. In these
cases, the value in use can be considered as the recoverable value of the asset.

Once all the useful values have been identified and determined in terms of evaluating
the asset or the CGU, the book value is compared with the recoverable value and if the
book value is higher than the recoverable value, the Group will write down the asset to
its recoverable value.

On each balance sheet closing date, the Group will furthermore measure, in regard to all
the assets other than goodwill, eventual existence or non-existence of impairment that
has previously been recognised and, should these indications exist, the recoverable value
is estimated. The value of an asset that has previously been written down can be written
back only if there are changes in the estimates on which the recoverable value calculation
which resulted in recognition of the last impairment was based.
The write-back cannot exceed the book value that would have existed, net of depreciation
and amortization, if no impairment loss had been recognized in previous years. This write
back is recognized in the income statement.

Derivative financial instruments and hedge accounting


The Group holds no derivative financial interests for speculative purposes. However, if the
derivative financial instruments do not satisfy all the terms and conditions required for
hedge accounting, the changes in fair value of these instruments are recognized in the
income statement as financial expenses and/or income.

Therefore, the derivative financial instruments are recognized using hedge accounting
rules when:
• the formal designation and documentation of the hedging relation itself exists from
the beginning of the hedge;
• it is presumed that the hedge is highly effective;
• the effectiveness can be reliably measured and the hedge itself is highly effective
during the periods of designation.
The Group uses the derivative financial instruments to cover their exposure to interest
rate and currency risk.

The derivatives are initially measured at fair value; the transaction costs attributable to
them are recognized in the income statement at the time that they are incurred. After
initial recognition, the derivatives are measured at fair value. The relative changes are
recognized as described below.

Cash flow hedges


The changes in the fair value of the derivative hedging instrument designated as a cash
flow hedge are recognized directly in equity to the extent that the hedge is effective.
For the non-effective portion, the changes in fair value are recognized in the income
statement.

Recognition of the hedge, as indicated above, ceases prospectively if the instrument


designated as the hedge:
• no longer satisfies the criteria for recognition as a hedge;
• reaches maturity;
• is sold;
• is ceased or exercised.

The accumulated profit or loss is kept in equity until the expected operation takes place.
When the hedged element is a non-financial asset, the amount recognized in equity is
transferred to the book value of the asset at the time that it is recognized. In other cases,
the amount recognized in equity is transferred to the income statement in the same year
in which the hedged element has an effect on the income statement.

Share based payment


Key executives and certain managers of the Group may receive a portion of their
remuneration in the form of share based payments. Pursuant to IFRS 2, these are equity
settled plans. The right to payment accrues over the vesting period during which the
managers perform their duties as employees and reach performance targets. Therefore,
during the vesting period, the current value of share based payments as at the assignment
date is recognized in the income statement at cost with an offsetting entry in a special
shareholders’ equity reserve. Changes in the current value subsequent to the assignment
date have no effect on the initial valuation. In particular, the cost, which corresponds to
the current value of the options on the assignment date, is recognized among personnel
costs on a straight line basis throughout the period from the date of the assignment and
the date of maturity, with an offsetting entry recognized in shareholders’ equity.

Cancellation of financial assets and liabilities


A financial asset (or, where applicable, the part of the similar financial asset) is cancelled
from the balance sheet when:
• the rights to receive the cash flows from an asset have been extinguished;
• the Group reserves the right to receive cash flows from the asset, but has assumed the
contractual obligation to pay them in full and without delay to a third party.
Consolidated Financial Statements 170 - 171

A financial liability is cancelled from the balance sheet when the obligation underlying the
liability has been extinguished, or cancelled or fulfilled.

Revenue
Revenues are recognized to the extent that the Group is likely to receive the economic
benefits arising from them and the relative amount may be determined reliably, regardless
of the collection. Revenues are measured at the fair value of the consideration received,
not including discounts, reductions, bonuses or other taxes on sales. The following
specific recognition criteria for revenues must be complied with prior to allocation to the
income statement:

Sale of assets
The revenue is recognized when the company has transferred to the buyer all the
significant risks and benefits connected to ownership of the asset, generally at the time
that the consumer purchases the product at the point of sale, the delivery of the good
to a residence in the event of home delivery, or when the ownership is transferred in the
wholesale and B2B channel. As provided in the annex to IAS 18, sales in which delivery is
deferred upon request of the purchaser (“bill and hold”) are recognized as revenue at the
time that the consumer makes the purchase. The revenue is recognized when the asset
is available, has been identified and is ready to be delivered and furthermore deferral of
the delivery has been requested by the purchaser. Similarly the income from the sale is
recognized upon purchase of the good by the consumer even if installation thereof is
required. Indeed, the annex to IAS 18 provides that the revenue be recognized immediately
upon acceptance of delivery by the purchaser when the installation procedure is very
simple (for example installation of a device that requires only unpacking, and connection
to an electrical outlet).

The Group has a customer loyalty program which is based on points, the Unieuro Club,
with which customers can accumulate loyalty points when they acquire products in
points of sale bearing the Unieuro Brand. Once a specific minimum number of points have
been collected, they can be used as a discount on the purchase of another product. The
duration of the program coincides with the fiscal year. The Group records an adjustment
to the estimated revenues based on the points accrued which had not yet been spent,
the value of the discount to be paid as provided by the loyalty program and the historical
information regarding the percentage of loyalty point usage by customers.

Provision of services
The revenues and the costs arising from the provision of services are recognized on
the basis of the progress of the services at the closing date of the year. The progress is
determined based on the valuation of the work that has been carried out. When several
services are provided within a single contract, the consideration is distributed among the
individual services based on the relative fair value.

For the sale of guarantee extension services over and above the guarantee provided
by the manufacturer pursuant to the law, the Group recognises the revenue throughout
the duration that the services are provided, based on the estimated interventions for
repairs under guarantee. The interventions for repairs that are under guarantee are
estimated based on historical information regarding the nature, frequency and costs of
the interventions under guarantee, duly interpolated to stimulate future curves of such
events occurring.

Commissions
The payments received on the sale of specific goods and services such as for example
consumer loans, are calculated as a percentage of the value of the service that is carried
out or, sometimes on the basis of a fixed consideration and they correspond with the
amount of the commission received by the Group.

Revenues from operating leases when the Company is the Lessor


The revenues from operating leases (rental income) are recognized on a straight line
basis throughout the duration of the leases existing as at the balance sheet closing date
and they are classified among “other income” given their operating nature.

Costs
The costs and other operating expenses are recognized in the income statement when
they are incurred on the basis of the accruals principle and the correlation of revenues,
when they do not produce future economic benefits or when the latter do not have to be
recognised as assets.

The costs for the purchase of merchandise are recognized upon assumption of all the
risks and benefits connected to ownership and they are measured at the fair value of the
consideration payable net of any reductions, returns, trade discounts and bonuses.

Agreements with suppliers involve recognising premiums and contributions. These


premiums and contributions are recognised either as a percentage of the quantities
purchased, or as a fixed figure on the quantities purchased or sold, or as a defined
contribution. For commercial agreements with a maturity date that is later than the end
of the financial year an estimate is made based on the amount of purchase or sale and
on valuations that take into account historical data regarding the effective recognition of
premiums and contributions by suppliers.

The costs for services are recognized on the basis of the progress of the services at the
closing date of the year.

It is hereby specified that the costs relative to the listing of the shares of the Company
on Mercato Telematico Azionario of Borsa Italiana S.p.A. are recognized in the income
statement when they are incurred pursuant to the accruals principle. This accounting
treatment arises from the structure of the offer solely for the placement of the shares
sold by Italian Electronics Holdings, which did not generate income for Unieuro.

The costs arising from operating leases are recognized on a straight line basis throughout
the duration of the reference contracts. Additional costs which depend on and are
determined by the revenues achieved in a specific point of sale, are recognized on an
accruals basis during the contractual period.
Consolidated Financial Statements 172 - 173

Interest income and interest expense


Interest income and expenses are recognized in the net result for the year on an accruals
basis using the effective interest rate method. The effective interest method is the rate
that exactly discounts the future expected cash flows to the net book value of the financial
asset or liability, based on the expected life of the financial instrument.

Taxes
Current taxes

The current taxes are determined based on a realistic forecasts of tax expenses payable
on an accruals basis and in application of the applicable tax laws. The rates and tax laws
used to calculate the amount are the applicable rates and laws, or essentially those which
are in force, as at the balance sheet closing date. The current taxes which are relative
to elements that are not included in the income statement, are allocated directly to the
statement of comprehensive income and thereafter to shareholders’ equity, in line with
the recognition of the element to which they refer.

Following the loss of control of Italian Electronics Holdings which took place on 6
September 2017, the national tax consolidation scheme was interrupted and Italian
Electronics Holdings as the consolidating party exercised its option with effect from the
year ended 28 February 2015.

Deferred taxes
The deferred taxes are calculated using the so-called “liability method” on the temporary
differences from the balance sheet data between the tax values used as a reference
for the assets and liabilities and the values included in the balance sheet. The deferred
tax liabilities are recognized against all taxable temporary differences, except when
the deferred taxes arise from initial recognition of goodwill of an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction,
has no effect either on the profit for the year calculated for the balance sheet statement
purposes or the profit or the loss calculated for tax purposes.

The deferred tax assets are recognized against all the deductible temporary differences
and for tax losses brought forward, to the extent that the existence of adequate future
taxable profits sufficient for usage of the deductible temporary differences and tax losses
brought forward is probable. The value to post in the balance sheet of the deferred tax
assets is re-examined on each balance sheet closing date and reduced to the extent
that it is no longer probable that there will be sufficient taxable profits in the future for
the recovery of these assets. The deferred tax assets which are not recognized are re-
examined periodically on the balance sheet closing date and they are recognized to the
extent that it has become probable that there will be taxable profit that can absorb these
deferred taxes.

The deferred taxes are measured based on the tax rates that are expected will be
applicable in the financial year in which these assets will be realised or these liabilities will
be extinguished, considering the rates applicable and those already issued or essentially
issued on the balance sheet date. The estimate has considered the provisions of law 208
of 28 December 2015 “Stability law 2016” which has provided for reduction of the IRES
rate from 27.5% to 24% with effect for the tax years subsequent to 28 February 2017.

The deferred tax assets and liabilities are offset if they refer to taxes payable to the
same tax authority and there exists a legal right that allows offsetting of the assets and
liabilities for current taxes.

Effects of the changes in foreign exchange rates


The financial statements are presented in Euro, which is the Group’s functional and
presentation currency. The transactions in a foreign currency are recognized initially at
the exchange rate (which refers to the functional currency) existing as at that transaction
date. The monetary assets and liabilities which are denominated in a foreign currency
are converted back to the functional currency at the exchange rate applicable on the
balance sheet closing date. All foreign exchange differences are recognized in the income
statement. The non-monetary items which are measured at their historical cost in a
foreign currency are converted using the exchange rate applicable as at the initial date
on which the transaction was recorded. The non-monetary items which are measured at
their fair value in a foreign currency are converted using the exchange rate applicable as
at the initial date the value was recorded.

Earnings per share


Earnings per share - basic
The basic earnings per share are calculated by dividing the profit of the Group by the
number of Unieuro S.p.A. shares on the date the financial statements are approved.

Earnings per share - diluted


The diluted earnings per share are calculated by dividing the profit of the Group by the
number of Unieuro S.p.A. shares on the date the financial statements are approved. For the
purpose of calculating the diluted earnings per share, the shares are modified assuming
that all holders of rights that potentially have a dilutive effect exercise these rights.

Segment Reporting
An operating segment is defined by IFRS 8 as a component of an entity that: i) undertakes
business activities and generates revenues and costs (including revenues and costs that
refer to the operations with other components of the same entity); ii) the operating
results of which are reviewed periodically at the highest decision-making level of the
entity in order to adopt decisions regarding resources to allocate to this segment and
measurement of the results; iii) for which separate financial information is available.
The information regarding the business segments was prepared pursuant to the
instructions set forth in IFRS 8 “Operating Segments”, which provide for presentation
of information in line with the procedures adopted at the top management level for
assumption of operating decisions. Therefore, identification of the operating segments
and the information presented are defined on the basis of internal reports used by the
Group for allocation of resources and for analysis of the relative performances.
Consolidated Financial Statements 174 - 175

2.8 New accounting standards

The new accounting standards, amendments and interpretations endorsed by the


European Union which came into effect from the year beginning 1 March 2017
Though they entered into effect from the year that began on 1 March 2017, the following
new documents have not had a significant effect on the financial statements in terms of
disclosures or changes to the accounting standards, as they mainly refer to issues that
do not apply to the Group:

Improvements to IFRS (2014-2016 cycle)

Amendments to IAS 7 - information

Amendments to IAS 12 - measurement of deferred tax income on unrealised losses

Accounting standards, amendments and interpretations IFRS and IFRIC endorsed


by the European Union which are not yet mandatorily applicable and had not been
adopted early by the Group as at 28 February 2018
Below are the new accounting standards or amendments to standards applicable for the
years beginning after 1 January 2018, for which early application is allowed. The Group
has decided not to adopt them early for preparation of these financial statements:
• IFRS 15 – “Revenue from Contracts with Customers”: On 28 May 2014, the IASB
issued IFRS 15 “Revenue from Contracts with Customers” (hereinafter IFRS 15), which
sets when and how to recognize revenue from contracts with customers (including
contracts regarding work on order). In particular, IFRS 15 requires that recognition of
revenues be based on the following 5 steps: (i) identify the contract with the customer;
(ii) identify the performance obligations in the contract (the goods or services that
have been promised to the customer); (iii) determine the transaction price; (iv)
allocate the transaction price to the performance obligations in the contracts based
on the standalone selling price of each good or service; and (v) recognise revenue
when (or as) the entity satisfies a performance obligation Moreover, IFRS 15 integrates
financial statement information to provide with regard to the nature, amount, timing
and uncertainty of revenues and the relative cash flows. The provisions of IFRS 15 are
effective from the years beginning on or after 1 January 2018.
• IFRS 9 - “Financial Instruments”: On 24 July 2014, the IASB finished the revision of the
accounting standard on financial instruments with the issuing of the complete version
of IFRS 9 “Financial Instruments” ( IFRS 9). In particular the new provisions of IFRS
9: (i) modify the classification and valuation model for financial assets; (ii) introduce
a new method for writing down financial assets that takes into account expected
losses (the expected credit losses); and (iii) amend the provisions regarding hedge
accounting. The provisions of IFRS 9 are effective from the years beginning on or after
1 January 2018.
• IFRS 16 - “Leases”: On 13 January 2016, the IASB issued IFRS 16 “Leases”, (hereinafter
IFRS 16) which replaces IAS 17 and its related interpretations. In particular, IFRS 16
defines a lease as a contract that attributes to the customer (the lessee) the right to
use an asset for a specific period in exchange for a consideration. The new accounting
standard eliminates the classification of leases as being operating or financial for
financial statement preparation purposes by companies that are lessees; for all leases
with a term exceeding 12 months, the recognition of an asset, which represents the
right of use, and a liability, which represents the obligation to make the payment set
forth in the contract, is required. Conversely, for the preparation of the lessor’s financial
statements, the distinction between operating and financial leases is maintained. IFRS
16 reinforces financial statement disclosure for both lessees and lessors. The provisions
of IFRS 16 are effective from the years beginning on or after 1 January 2019.
• Clarifications to IFRS 15 – “Revenue from Contracts with Customers”: On 12 April
2016, the IASB issued amendments to IFRS 15 “Clarification to IFRS 15 Revenue from
contracts with customers”. The IASB along with the FASB, in order to facilitate the
implementation phase of the new IFRS 15, have introduced the following clarifications:
(i) to identify the performance obligations provided in the contract, the change to the
standard makes it clear that for the purposes of recognising revenue, an analysis shall
be carried out to determine whether the nature of the performance, in the context of
the contract, is to transfer individual assets or provide individual services separately,
or if the transfer/delivery of a ‘unicum’ formed from the combination of the items with
respect to which the individual assets and services represent an indivisible component.
In particular, the description has been expanded and clarified for the factors to be
considered in the context of this analysis, pointing out, for example, that when two
or more components of a contract cannot be supplied separately from each other,
there is an indicator that the components are significantly interrelated and, therefore,
constitute a single performance, (ii) to the guidance contained in the IFRS 15 which
deals with licensing of intellectual property in order to determine whether the related
revenues are to be reported at a point in time, or over the time, (iii) to the identification
of so-called agency relationships (irrespective of the legal form of the contract), in
order to distinguish the circumstances in which the recognition of revenues should
be “gross” of costs, from those in which a clear representation in that performance
similar to a commission is required, (iv) to the provisions of the first application of
the standard, in particular two new simplifications are introduced that allow the non-
application of the new standard to contracts that have already been completed at the
beginning of the first of the financial years presented at the date of first application
in case of retrospective application and contract changes that took place before the
beginning of the earliest financial year presented on the date of first application,
considering such changes as integral parts of the original contract. The amendments
are applicable from 1 January 2018, but early application is allowed. The changes must
be applied retrospectively as if they had been included in the IFRS 15 standard on
the date of the first application. The provisions of IFRS 15 are effective from the years
beginning on or after 1 January 2018.
• amendments to IFRS 4 - “Insurance Contracts“: On 12 September 2016 the IASB issued
amendments to IFRS 4 “Insurance Contracts“ - joint application of IRFS 9 Financial
instruments and IFRS 4 Insurance Contracts. The amendments to IFRS 4 are aimed
at remedying the temporary accounting consequences of the time-lag between the
date that IFRS 9 comes into force and the date that the new accounting standard for
insurance contracts that replaced IFRS 4 comes into effect (IRFS 17). The provisions
are effective from the years beginning on or after 1 January 2018.

Based on the facts and cases to which the new documents apply, and acknowledging the
current accounting standards adopted by the Group, it is believed that there will be significant
effects from the first-time application of these documents insofar as IFRS 16, which will enter
into effect from the years beginning on or after 1 January 2019. In fact, this new standard
Consolidated Financial Statements 176 - 177

provides that a lessee, except for specific exemptions (e.g. short-term leases or leasing of
goods with a minimal value), must recognise all leases in the financial statements, including
those currently classified as operating leases, as financial liabilities for the obligation to pay
the future instalments, and the rights of use arising from the leases must be recognised under
non-current assets as offsetting entries. The estimate of the quantitative effects arising from
application by the Group of IFRS 16 is currently being calculated.
Furthermore, it is hereby noted that the analyses for identification of any effects arising from
first application of IFRS 9 with regard to the measurement, classification and valuation of
financial instruments and IFRS 15 with regard to the time and measurement of revenues for
the sale of assets and the provision of services to customers are also currently underway.
Based on some calculations, it is reasonable to assume that the effects for the Group arising
from first time application of these new standards will not be significant.

The accounting standards, amendments and IFRS interpretations which have not yet
been endorsed by the European Union
• On 8 December 2016, the IASB issued IFRIC Interpretation 22: Foreign Currency
Transactions and Advance Consideration, the new document provides clarifications
regarding the accounting for foreign currency transactions.
• On 8 December 2016, the IASB issued amendments to IAS 40 - Transfers of Investment
Property. The amendments refer to section 57 of IAS 40 and apply to financial
statements covering periods beginning on (or after) 1 January 2018, but earlier
adoption is permitted.
• On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the
profitability and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued
in 2004 as interim Standard. It will enter into force as of 1 January 2021, but earlier
adoption is permitted.
• On 7 June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax Treatments
that provides accounting guidance on how to reflect any income tax uncertainties
regarding the taxation of a given phenomenon. IFRIC 23 will enter into force on 1
January 2019.
• On 20 June 2016, the IASB issued amendments to IFRS 2 “Classification and
measurement of share-based payment transactions (Amendments to IFRS 2)”. The
IASB has clarified the following application topics: (i) if the cash-settled share-
based payment plan provides conditions for vesting of the plan, the liability shall
be calculated on every closing date of the financial statements with the same logic
followed for equity-settled plans. Therefore, also for cash-settled plans, the fair value
of the assigned instruments must be calculated by considering only the conditions for
achieving market objectives, while the terms of service and conditions for achieving
non-market goals will be used to determine the number of instruments that are assigned
during the vesting period, (ii) in the event that the equity-settled plan provides a
mechanism by which the number of shares acquired is reduced by the amount of the
withholding tax paid on behalf of the employee, then the entire plan is classified as
equity-settled provided that the plan allows or requires the entity to adjust the plan,
net of withholding tax to be paid on behalf of the employee, and that the entire plan,
in the absence of the above mentioned clause, would be classified as equity-settled,
and (iii) in the case of modification of a plan from “cash-settled” to “equity-settled”,
the accounting treatment to be followed at the date of the modification involves de-
recognising the liability for the original “cash-settled” plan, recognising in shareholders’
equity an amount equal to the fair value of the new “equity-settled “ plan according
to services and goods already received, and recognising the difference between these
two previous amounts in the profit/(loss) for the financial year. The amendments to
IFRS 2 Share-based payments should be applied retroactively starting with financial
statements for financial years that begin on (or after) 1 January 2018.
• On 12 October 2017, the IASB issued amendments to IFRS 9 - Prepayment Features with
Negative Compensation. The amendments are aimed at allowing the measurement at
amortised cost or fair value through other comprehensive income (OCI) of financial
assets featuring an early termination option with negative compensation.
• On 12 October 2017 the IASB issued amendments to IAS 28 - Long-term Interests in
Associates and Joint Ventures. The amendments are designed to clarify to which long-
terms receivables from an associated company or joint venture which, in essence, are
part of the net investment of the associated company or joint venture IFRS 9 applies.
• On 12 December 2017 the IASB published Annual Improvements to IFRSs 2015 -2017
Cycle, which include amendments to IAS 12 - Income Taxes, IAS 23 - Borrowing Costs,
IFRS 3 - Business Combination and IFRS 11 - Joint Arrangements. The amendments will
come into force on 1 January 2019. Early application is permitted.
• On 7 February 2018 the IASB published amendments to IAS 19 - “Plan Amendment,
Curtailment or Settlement” which clarifies how pension expenses are calculated when
there is a change in defined-benefit plans. The amendments will come into force on 1
January 2019.

3. Information on financial risks

With respect to business risks, the main risks identified, monitored and, as specified
below, actively managed by the Group are as follows:
• credit risk (both in relation to normal trading transactions with customers as well as
financing activities);
• liquidity risk (with respect to the availability of financial resources and access to the
credit market and financial instruments in general);
• market risk (including currency and interest rate risks).

The objective is to maintain over time balanced management of the financial exposure
so as to ensure a liability structure that is coherent in terms of the composition of the
asset structure and able to ensure the necessary operating flexibility through the usage
of liquidity generated from current operations and usage of bank lending.

The main financing instruments used are:


• medium-long term loans, to cover investments in fixed assets;
• short-term loans, current account credit lines to finance working capital.

Furthermore, hedges have been established to cover the risk of interest rate fluctuation,
that have influenced the cost of financial indebtedness in the medium - long-term and
consequently also the economic results. The following section provides qualitative and
quantitative information regarding the incidence of these risks.
Consolidated Financial Statements 178 - 179

3.1 Credit Risk

Credit risk is the possibility that an unexpected change in the credit rating of a counterparty
will expose the Group to the risk of default, subjecting it to potential lawsuits. By way of
introduction, we note that the credit risk which the Group is subject to is minimal since
its sales are mainly to the end consumers who pay the consideration upon purchasing
the product. Sales to affiliates (Wholesale channel) and wholesale customers (B2B
channel), which represent a total of approximately 17.6% of the Group’s revenues as at 28
February 2018, require the Group to use strategies and instruments to reduce this risk.
The Group has credit control processes which include obtaining bank guarantees to cover
a significant amount of the existing turnover with customers, customer reliability analysis,
the allocation of credit, and the control of the exposure by reporting with the breakdown
of the deadlines and average collection times. There are no significant concentrations
of risk. The other receivables are mainly receivables from the tax authorities and public
administrations, lease instalments paid early and advances paid for services which
therefore carry a limited credit risk.

The financial assets are recognised net of write-downs calculated based on counterparty
default risk. This is determined according to procedures that can involve both write-
downs of individual positions, if they are individually significant, and for which there is
an objective condition of total or partial non-collectability, or on collective write-downs
based on historical and statistical data. Furthermore, the book value of its financial assets
represents the Group’s maximum exposure to credit risk.

3.2 Liquidity Risk

Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual
obligations consist of discharging financial liabilities within the deadlines that have been
set. Liquidity risk management is the management of incoming funds, guaranteeing a
balance between cash inflows and outflows and thereby minimizing the cost of financial
management. This translates into procuring financial resources sufficient to maintain the
company’s financial structure streamlined, reducing that cost to the minimum level (in
terms of financial expenses). Liquidity risk is limited by:
• cash flows from operations: optimal management of incoming cash flows from normal
operations as compared to cash outflows;
• usage of short-term loans (hot money);
• usage of committed credit lines: these are credit lines that pools of banks commit to
having available for the Group until maturity;
• usage of non-committed financial assets only for funding purposes;
• usage of medium/long-term loans able to maintain the Company’s ordinary and
other operations; the usage of this type of resource requires constant monitoring of
expirations of financial debts as well as contingent market terms and conditions.

The liquidity risk consists of the possible difficulty of obtaining financial resources at an
acceptable cost in order to conduct normal operating activities. The factors that influence
liquidity risk refer both to resources that are generated or absorbed by current operations
as well as to those that are generated or absorbed by investments and financing, the
latter referring to repayment schedules or accessing short and long-term financial loans
and the availability of funds in the financial market.

The financial structure in its entirety is constantly monitored by the Group to ensure
coverage of its liquidity needs. Below is the Group’s financial structure by deadline for the
years and at 28 February 2018 and 28 February 2017:

(Amounts in Balance as at 28 Between 12M


thousands of Euros) February 2018 Within 12M and 60M Over 60M Total

Financial liabilities 47,479 6,961 40,518 - 47,479


Other financial
liabilities 18,451 6,256 12,195 - 18,451

Total 65,930 13,217 52,713 - 65,930

(Amounts in Balance as at 28 Between 12M


thousands of Euros) February 2017 Within 12M and 60M Over 60M Total

Financial liabilities 31,780 5,984 25,796 - 31,780


Other financial
liabilities 6,845 2,418 4,427 - 6,845

Total 38,625 8,402 30,223 - 38,625

3.3 Market Risk


3.3.1 Interest rate risk
The Group uses external financial resources in the form of debt and available liquidity
from bank deposits. Changes in the market interest rate levels influence the cost and
return of various forms of financing and usage, thereby affecting the level of the Group’s
financial income and expenses.

To address these risks, the Company has stipulated with a pool of banks derivative
contracts consisting of Interest Rate Swaps (IRS) in order to mitigate the potential effect
of changes in the interest rates on the economic result, with economically acceptable
terms and conditions.

The interest rate swaps in existence as at 28 February 2018 were stipulated following the
conclusion of a loan contract with a pool of banks, led by Banca IMI S.p.A.. On 12 February
2018 following the closing which took place on 9 January 2018, the date on which the
loan agreement known as the Senior Facilities Agreement was concluded (the “Loan
Agreement”), new interest rate swaps associated with the term loan current supplied by
the pool were concluded.

(Amounts in thousands of Euros) Nominal value as at Fair value as at


Stipulated 28 February 28 February 28 February 28 February
Derivative contracts on Expires on 2018 2017 2018 2017
Interest Rate Swaps
(IRS) 12/02/2018 09/01/2023 50,000 - 251 -
Consolidated Financial Statements 180 - 181

The interest rate swaps, which satisfy the requirements of IAS 39, are recognised using
the hedge accounting method. The amount recognized in equity under the cash flow
hedge reserve is equal to €191 (negative) thousand as at 28 February 2018 and zero as at
28 February 2017.

Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that
indicates the effects on the income statement and on shareholders’ equity arising from
a hypothetical change in market rates which discount appreciation or depreciation equal
to 50 BPS compared to the forward rate curves as at 28 February 2018.

Effect of changes on financial expenses - income statement


To address the risk of changes in interest rates, the Group has stipulated with a pool of
banks derivative contracts consisting of interest rate swaps in order to mitigate, under
economically acceptable terms and conditions, the potential effect of changes in the
interest rates on the economic result. A change in the interest rates, from a hypothetical
change in market rates which respectively discount appreciation and depreciation of 50
BPS, would have resulted in an effect on financial expenses for 2018 as follows below.

(Amounts in thousands of Euros) - 50 bps + 50 bps

As at 28 February 2018 11 (11)

Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower
profit and a decrease in equity.

We note that the sensitivity analysis arising from a hypothetical change in the market
rates which respectively discount appreciation and depreciation equal to 50 BPS, takes
into account the hedges established by the Group.

We note that for the purposes of this analysis, no hypothesis has been made relative to
the effect of the amortized cost.

Effect of a change in the cash flow hedge- shareholders’ equity reserve


The impact on the fair value of IRS derivatives arising from a hypothetical change in
interest rates is summarized in the table below.

(Amounts in thousands of Euros) - 50 bps + 50 bps

Sensitivity analysis as at 28 February 2018 (2) 2

3.3.2 Currency Risk


The Group is exposed to currency risk, which is the risk connected to fluctuations in the
exchange rate of two currencies, mainly due to importation of merchandise. This risk
is considered irrelevant for the Group since the volume of the transactions in a foreign
currency is not significant; in any case the Group covers the estimated exposure to
currency rate fluctuations related to the main transactions anticipated in the short term
concerning merchandise imports which require payment to suppliers in United States
dollars, using forward contracts for United States dollars. The fair value of the forward
instruments in existence as at 28 February 2018 is negative at €61 thousand. The effects
of these derivative financial instruments used for hedging purposes were recognised in
the income statement, as they do not comply with all the requirements set forth in IAS
39 for hedge accounting.

Sensitivity Analysis
Exposure to credit risk was measured by means of a sensitivity analysis that indicates
the effects on the income statement and shareholders’ equity from a hypothetical
appreciation (depreciation) of the Euro on the United States dollar.

This analysis assumes that all other variables, interest rates in particular, are unchanged
and does not consider the effects of sales and purchases.

A change in the currency rates, from a hypothetical change in market rates which
respectively discounts appreciation and depreciation of 50 BPS, would have resulted in
an effect on financial expenses as shown below.

(Amounts in thousands of Euros) Profits/(losses) for the year ended 28 February 2018

appreciation depreciation

USD (5% change) (3) 3

3.4 Fair value estimates


The fair value of the financial instruments listed on an active market is based on market
prices as at the balance sheet date. The fair value of the instruments which are not listed
on an active market is determined by using valuation techniques which are based on a
series of methods and assumptions which are connected to market conditions as at the
balance sheet date.

The classification of the fair value of financial instruments based on the following
hierarchical levels is set out below:
• Level 1: fair value determined based on listed prices (not adjusted) on active markets
for identical financial instruments;
• Level 2: fair value determined using valuation techniques that refer to variables that
are observable on active markets;
• Level 3: fair value determined using valuation techniques that refer to variables that
are not observable on active markets.

Financial instruments measured at fair value are classified at level 2 and the general
criterion used to calculate them is the current value of future cash flows provided for the
instrument constituting the object of the measurement.

The liabilities relative to the bank indebtedness are measured using the amortized cost
criterion. Trade payables and receivables are measured at their book value, net of any
provision for bad debts, as this is considered to be close to the current value.
Consolidated Financial Statements 182 - 183

The table below separates financial assets and liabilities by category as at 28 February
2018 and 28 February 2017:

(Amounts in thousands of Euros) Year ended 28 February 2018


Fair value
Loans and of hedging
receivables instruments Other liabilities Total
Financial assets not
designated at fair value

Cash and cash equivalents 61,414 - - 61,414

Trade receivables 39,572 - - 39,572

Other assets 18,472 - - 18,472


Financial assets designated
at fair value

Other assets 56 56
Financial liabilities not
designated at fair value

Financial liabilities - - 47,479 47,479

Trade payables - - 411,450 411,450

Other liabilities - - 164,060 164,060

Other financial liabilities - - 18,128 18,128


Financial liabilities designated
at fair value

Other financial liabilities - 323 - 323

(Amounts in thousands of Euros) Year ended 28 February 2017


Fair value
Loans and of hedging
receivables instruments Other liabilities Total
Financial assets not
designated at fair value

Cash and cash equivalents 36,666 - - 36,666

Trade receivables 35,203 - - 35,203

Other assets 15,968 - - 15,968


Financial assets designated at
fair value

Other assets 53 53
Financial liabilities not
designated at fair value

Financial liabilities - - 31,780 31,780

Trade payables - - 334,546 334,546

Other liabilities - - 140,348 140,348

Other financial liabilities - - 6,838 6,838


Financial liabilities designated
at fair value

Other financial liabilities - 7 7


4. Information on operating segments

The Group has identified just one operating segment, which is the entire company and
covers all the services and products provided to customers. The Group’s view of itself as
a single omnichannel business means that the company has identified a single Strategic
Business Unit (“SBU”). Management has also identified three Cash Generating Units
(CGUs) inside the SBU to which goodwill has been allocated. This approach is supported
by the control model of the management’s operations that considers the entire business,
regardless of the product lines or geographical location, which management does not
consider significant in decision-making. The operating segment’s results are measured by
analysing trends of revenue and gross operating profit or loss.
The operating segment’s results are measured by analysing trends of revenue and gross
operating profit or loss.

(in thousands of Euros and as a percentage of revenues) Year ended

28 February 2018 28 February 2017

Revenue 1,873,792 1,660,495

Gross operating profit 41,013 38,084

% of revenues 2.2% 2.3%

Depreciation, amortisation and write-downs (21,728) (17,958)

Operating profit 19,285 20,126

Financial income 303 358

Financial expenses (7,933) (6,222)

Profit before tax 11,655 14,262

Income taxes (697) (2,675)

Consolidated profit/(loss) for the year 10,958 11,587

The impact of the gross Profit/(loss) on Revenues decrease from 2.3% for the year ended
28 February 2017 to 2.2% for the year ended 28 February 2018.

The table below contains a breakdown of revenue by product category and service
offered:

(Amounts in thousands of Euros) Year ended

28 February 2018 28 February 2017

Grey 862,555 798,791

White 494,317 421,929

Brown 348,357 301,370

Other 102,777 79,855

Services 65,786 58,550

Total 1,873,792 1,660,495


Consolidated Financial Statements 184 - 185

The table below contains a breakdown of the revenues per geographical area:

(Amounts in thousands of Euros) Year ended

28 February 2018 28 February 2017

Abroad 9,058 7,000

Italy 1,864,734 1,653,495

Total 1,873,792 1,660,495

The revenues are attributed based on the invoicing in Italy/abroad.


The Group does not have non-current assets in countries where it does not have offices.

5. Notes to the individual consolidated balance sheet items

5.1 Plant, machinery, equipment and other assets


Below is the balance of the item “Plant, machinery, equipment and other assets” by
category as at 28 February 2018 and 28 February 2017:

(Amounts in
thousands of Euros) Amounts as at 28 February 2018 Amounts as at 28 February 2017
Accumulated Accumulated
Amortisation Amortisation
Historical and Net book Historical and Net book
cost Depreciation value cost Depreciation value
Plant and
machinery 122,136 (88,904) 33,232 107,488 (81,711) 25,777

Equipment 18,445 (14,269) 4,176 17,085 (13,622) 3,463

Other assets 164,802 (129,611) 35,191 147,436 (120,766) 26,670


Tangible assets
under construction 2,232 - 2,232 4,912 - 4,912
Total plant,
machinery,
equipment and
other assets 307,615 (232,784) 74,831 276,921 (216,099) 60,822
The change in the item “Plant, machinery, equipment and other assets” for the period
from 29 February 2016 to 28 February 2018 is shown below:

Tangible assets
under construction
(Amounts in thousands Plant and Other and payments on
of Euros) machinery Equipment assets account Total

Balance as at 29 February 2016 21,891 3,605 23,210 2,817 51,523

Increases 9,588 718 11,078 4,451 25,835

Decreases (13) (181) (81) (2,356) (2,631)


Amortisation, depreciation
and write downs/(write backs) (5,702) (843) (7,605) - (14,150)
Decreases in Amortisation,
Depreciation Provision 13 164 68 - 245

Balance as at 28 February 2017 25,777 3,463 26,670 4,912 60,822

First Monclick consolidation 2 - 136 - 138

Increases 13,905 1,365 15,858 1,774 32,902

Acquisitions 685 -- 1,242 -- 1,927

Decreases - (5) (10) (4,454) (4,469)


Amortisation, depreciation
and write downs/(write backs) (7,137) (651) (8,715) - (16,503)
Decreases in Amortisation,
Depreciation Provision - 4 10 - 14

Balance as at 28 February 2018 33,232 4,176 35,191 2,232 74,831

With reference to the financial year ended 28 February 2018, the Group made investments,
including the effects of the first Monclick consolidation and net of decreases of the
category “Assets under construction”, amounting to €30,513 thousand.

In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing €5,784 thousand through the restyling of the layouts and reduction
or expansion of the sales surface area; (ii) investments for the opening and acquisition
of new points of sale in new consumer areas considered to be strategic or in areas which
were not sufficiently covered by the current portfolio of stores and refurbishing of the
sales outlets from the Andreoli S.p.A. and Cerioni S.p.A. business units costing €13,487
thousand; (iii) investments in relocating existing points of sale in consumer areas considered
to be more strategic costing €812 thousand; (iv) minor maintenance interventions of
an extraordinary nature and renewal of the furniture in various points of sale costing
€6,943 thousand; (v) investments in a new data centre and other tangible infrastructures
costing €1,422 thousand and (vi) a contribution resulting from the acquisition of 21 sales
outlets belonging to the Andreoli S.p.A. business unit and the acquisition of 19 sales
outlets belonging to the Cerioni S.p.A. business unit costing €1,927 thousand and (vii) a
contribution resulting from the first Monclick consolidation amounting to €138 thousand.

The new financial leases are equal to €2,655 thousand and of these €198 thousand
referred to electronic machines and €2,457 thousand to furniture and furnishings.

Note that Monclick’s acquisition of the 21 sales outlets belonging to the Andreoli S.p.A.
Consolidated Financial Statements 186 - 187

business unit and the 19 sales outlets belonging to the Cerioni S.p.A. business unit were
configured as business combinations and came under the scope of f IRFS 3. As required
by accounting standard, the tangible assets were measured and recorded at their fair
value on the acquisition date, which meets the requirements under IAS 16.

To assess this fair value, the Company appointed internal technicians who, with reference
to the business units Andreoli S.p.A. and Cerioni S.p.A., estimated the value of acquired
asset at €1,927 thousand, whilst the fair value of the assets resulting from the first
consolidated of Monclick amounts to €138 thousand. The amortisation and depreciation
was calculated based on the depreciation rates adopted for the respective category.

The values and useful life were reflected in the consolidated financial statements from the
date of the acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales
outlets, 1 June 2017 for Monclick and from 31 October 2017 for the progressive acquisition
of the 19 Cerioni sales outlets. For further details see note 5.28. “Business combinations”.

The item “Amortization and write-downs (write backs)” of €16,503 thousand includes €15,498
thousand in depreciation and €983 thousand of write-downs and write backs. The write-downs
mainly refer to stores for which onerous leases were identified while the write backs refer to
stores with a significant improvement in their economic results, so that the lease was no longer
considered onerous, and therefore previously written down assets were written back.

In the year ended 28 February 2017, the Company made investments net of decreases in
the category “Assets under construction” of €23,479 thousand.

In particular, the investments were mainly: (i) interventions for restructuring of selected points
of sale costing €9,271 thousand through the restyling of the layouts and reduction of the sales
surface area; (ii) investments for the opening of new points of sale in new consumer areas
considered to be strategic or in areas which were not sufficiently covered by the current
portfolio of shops costing €3,300 thousand; (iii) investments in relocating points of sale
existing in consumer areas considered to be more strategic costing €3,198 thousand (iv) energy
efficiency projects and other minor maintenance interventions of an extraordinary nature and
renewal of the furniture in various points of sale costing €1,858 thousand and (v) investments
in servers and printers and other tangible infrastructures costing €5,852 thousand.

The new financial leases are equal to €3,440 thousand and of these €1,261 thousand
referred to electronic machines and €2,179 thousand to furniture and furnishings.

The item “Amortization and write-downs (write backs)” of €14,150 thousand includes
€13,312 thousand in depreciation and €838 thousand of write-downs and write backs.
The write-downs mainly refer to stores for which onerous leases were identified while the
write backs refer to stores with a significant improvement in their economic results, so
that the lease was no longer considered onerous, and therefore previously written down
assets were written back. The item also includes write-downs of assets existing at the
Oderzo (TV) point of sale following a fire that took place on 25 February 2017.
The item “Plant, machinery, equipment and other assets” includes assets held under
financial leases consisting mainly of furnishings, energy saving lighting installations, air
conditioning installations, servers, computers and printers. These assets are guaranteed
by the lessor until the residual amount due is fully paid. For further details on the amount
of the debts to the leasing company, see note 5.13 “Other financial liabilities.”

5.2 Goodwill
The breakdown of the item “Goodwill” as at 28 February 2018 and as at 28 February 2017
is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2018 28 February 2017

Goodwill 174,748 151,396

Total Goodwill 174,748 151,396

The change in the “Goodwill” item for the period from 29 February 2016 to 28 February
2018 is shown below:

(Amounts in thousands of Euros) Goodwill

Balance as at 29 February 2016 151,396

Acquisitions -

Write-downs -

Balance as at 28 February 2017 151,396

First Monclick consolidation 7,199

Acquisitions 16,153

Increases -

Write-downs -

Balance as at 28 February 2018 174,748

The value of goodwill at 28 February 2018, equalling €174,748 thousand, increased over
the year ended 28 February 2017 by €23,352 thousand. The increase relates to the
following operations: (i) €7,199 thousand for the acquisition of Monclick S.r.l., one of the
leading online operators in Italy, active in the consumer electronics market and in the
B2B2C online market, (ii) €10,500 thousand for the acquisition of a business unit from
Andreoli S.p.A., comprising 21 sales outlets and (iii) €5,653 thousand for the acquisition
of a business unit from Cerioni S.p.A., comprising 19 sales outlets.

It should be noted that, at the time of acquisition, Unieuro availed itself of the right
provided under IFRS 3 to carry out a provisional allocation of the cost of business
combinations at fair value of the acquired assets, liabilities and contingent liabilities
assumed. If new information obtained during one year from the acquisition date, relating
to facts and circumstances existing at the acquisition date, leads to adjusting the
amounts indicated or any other fund existing at the acquisition date, accounting for the
acquisition will be revised. No significant changes are expected compared to what has
already been accounted. For more details about the transactions, see note 5.28 “Business
unit combinations”.
Consolidated Financial Statements 188 - 189

The value of goodwill to 28 February 2017 refers to: (i) the contribution from the merger
by incorporation of the former Unieuro which took place on 26 February 2016. The
contribution of €32,599 thousand is mainly composed of the allocation of the deficit
generated by the incorporation transactions involving the former Unieuro S.p.A., Unieuro
Campania S.r.l. and Trony Pordenone S.r.l., into Brunello S.p.A. (later renamed Unieuro
S.r.l.) made by the former Unieuro in the company’s financial year ending 30 April 2004,
and (ii) of €194 thousand, on the adjustment of the price calculated in relation to the
acquisition of the business unit Dixons Travel, which was concluded on 11 February 2015
and paid for on 10 September 2015. The unit consists of 8 stores, of which 5 are in the
Rome-Fiumicino airport, 2 are in Milan-Malpensa and 1 inside Milan-Linate airport and
deals with retail sale of electronic products and accessories, (iii) for €94,993 thousand
from the merger by incorporation of the Marco Polo S.r.l. in Marco Polo Holding S.r.l.
and the simultaneous reverse merger of Marco Polo Holding S.r.l. into Unieuro, that
took place during 2006, (iv) for €9,925 thousand from mergers by incorporation of
Rialto 1 S.r.l. and Rialto 2 S.r.l., which occurred during 2010, (v) for €8,603 thousand
from the merger of Marco Polo Retail S.r.l. into Unieuro during 2009, and (vi) for €5,082
thousand from other minor mergers and acquisitions of business units.

It should also be noted that, in the previous year ended 28 February 2017, no changes
took place in the item in question.

5.2.1 Impairment test


Based on the provisions of international accounting standard IAS 36, the Group should
carry out a check, at least once a year, to ensure the recoverability of the value of the
goodwill through an impairment test, comparing the carrying amount of the Cash
Generating Units (“CGU”) to which the goodwill is allocated with the recoverable value.
The value in use has consistently been adopted as the recoverable value in relation to
market volatility and the difficulty of collecting information related to determining fair
value.

The goodwill impairment test for each CGU was approved by the Company’s Board of
Directors on 26 April 2018. In preparing the impairment test, the directors made use of
a special report prepared for this purpose by a consultant appointed specifically by the
Company.

IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash
flows. The financial flows resulting from the CGUs identified should be independent of
one another, because a single Unit must be able to be autonomous in the realisation
of incoming cash flows, but all the assets within the Unit should be interdependent.
Pursuant to IAS 36 the correlation that exists between the goodwill acquired during
the business combination and the CGUs takes shape. In effect, at the time of the
acquisition of the goodwill, it must be allocated to the CGU or the CGUs which are
expected to benefit the most from the synergies of the combination. In this sense, the
decisions linked to the definition of these synergies strongly depend on the Group’s
strategic organisation models, the commercial purchase and sales decisions which,
specifically, disregard the number of sales points which do not enjoy decision-making
autonomy.
The Group has identified an operating segment, which is the entire Group and covers
all the services and products provided to customers. The Group’s corporate vision as
a single omnichannel business ensures that the Group has identified a single Strategic
Business Unit (SBU). Within the SBU the Group has identified three CGUs to which the
goodwill was allocated, this approach is supported by the operating control model by the
corporate management which considers the entire activity uniformly, disregarding the
product lines or geographic locations whose division is not considered significant for the
purpose of taking corporate decisions.

The Group identified three CGUs to which the goodwill was allocated:
• Retail;
• Wholesale;
• B2B
The three units benefit from shared resources, like administration, back office and
logistics, but each of them features a different expected growth, with different risks and
opportunities and with specific features which cannot be provided in the other CGUs.

The Retail CGU relates to all financial flows coming from the Retail, Online and Travel
distribution channels. The Online and Travel channels are included in the Retail CGU
because the website uses the sales points for the delivery of goods and also often for the
supply of products to customers, while the Travel channel includes sales points located
at the main public transport hubs.

The Wholesale CGU relates to the distribution channel at affiliated sales points (shops
that are not owned, but which use the “Unieuro” or “Unieuro City” brand).

The B2B CGU relates to the wholesale supply of products under the scope of the business-
to-business channel.

The allocation of goodwill to the three CGUs took place in line with the specific activity
of the individual CGU in order to include the best exploitation of internal and external
synergies in the business model used. The allocation took place based on the relative fair
values as at 28 February 2014. As described previously, the Group opted for identifying
the value in use to determine the recoverable fair value. The value in use is calculated
through an estimate of the current value of the future financial flows that the CGUs could
generate.

The source of the data on which the assumptions are made for determining the financial
flows are the final balances and the business plans.

The Business Plan used for the impairment test referring to the financial year ending
28 February 2018, was originally approved by the Board of Directors on 12 December
2016 and subsequently updated by the Board of Directors on 17 April 2018. The Business
Plan underlying the impairment test was prepared on a consolidated basis, taking into
account recent business performance. Specifically, the final figures for the years ending 28
February 2017 and 28 February 2018 have been taken into consideration. The budget for
the year ending 28 February 2019 has been drawn up and, consequently, the development
of the financial data has been updated until 28 February 2023.
Consolidated Financial Statements 190 - 191

The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2018 are based, among other things, on external sources
and on the analyses conducted by the Group. In this regard note that based on the
market sources used by the Group, the Italian market of traditional consumer electronics
channels (i.e. excluding internet channels) was estimated as slightly down, while the
Online channel is expected to grow.

In spite of the claims in the market sources the performance of traditional consumer
electronics channels is estimated as slightly negative, with growth only forecast for the
Online channel. The business plans use a positive growth rate for the impairment tests,
higher and challenging compared with the reference market growth forecast. The Group
actually registered record positive performances and its growth is not, in the opinion of
the Group Directors, directly related to market trends. The Group therefore anticipates
continuing to maintain positive performances in the future irrespective of the performance
of the reference market. Specifically, the Group projects growth, in line with its strategy,
thanks to its ability to increase its customer base, promote and foster complementary
services and increase its market penetration compared with competitors.

Taking the above into account, the main assumptions underlying the anticipated cash
flow projections involve the:
(i) CGU Retail: sales are taken as growing over the reference time frame;
(ii) CGU Wholesale: growing sales as a result of the development of the assets of existing
affiliates and the acquisition of new affiliates;
(iii) CGU B2B: sales constant during the reference time frame.

The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” equal to 0% was envisaged because the
result that the company will manage to achieve in the last financial year of the business
plan was considered stable over a period of time;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) for the CGUs analysed is 10.50%.

The discount rate (or actualisation rate) applied is the rate which reflects the current
evaluations of the market, the time value of money and the specific risks of the asset.
For the purpose of calculating the discount rate there must be consistency between the
parameters used and the reference market of the Company and consistency between
the Company’s operating activities and incoming flows. All the parameters used for
calculating the actualisation rate should be used in the corporate context, so that it
expresses “normal” conditions over a medium-/long-term time span.

The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (ß) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and that of
the overall market, was calculated on the basis of a panel of listed companies operating
mainly or exclusively in the sale of consumer electronics, through a combination of
sales channels (in store and online sales, in the majority of cases alongside wholesale
and/or business-to-business sales).
• Specific risk premium ( ) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in
the reference market context also taking into consideration the size of the Company
compared with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy :(IRES) was adopted as the
tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.

There were no differences in calculating these parameters between the external sources
used and the value used for the purpose of the test.

The Group has a well-established history of operating on the market and, to date, there
has been no evidence of anything that would suggest an interruption to activities in
the medium-/long-term. Based on these considerations it is reasonable to assume the
business is a going concern in perpetuity.

The operating cash flow used for the purpose of calculating the terminal value was
calculated on the basis of the following main assumptions:
• EBITDA - During the estimation of the terminal value, an amount of revenues equal
to the level projected for the last year of the plan was considered. For the purpose of
estimating sustainable EBITDA in the medium-/long-term the EBITDA margin equal to
the average figure in the plan was applied to the revenues identified in order to reflect
the competitive dynamics featured in the reference sector. For the Group overall,
this latter figure is located within the current range expressed by the estimates of
the analysts relating to the panel of comparable companies used to determining the
WACC.
• Investments in fixed assets and amortisation and depreciation - Annual investments
were estimated as equal to investments in fixed assets projected for the last year of
the plan. Annual amortisation and depreciation were in line with these investments,
assuming that the investments were mainly maintenance and/or replacements.
• Net working capital and Funds - In line with the theory of growth in perpetuity at a g
rate equal to 0%, there were no theories of variations in the items that make up NWC
and the other funds in the long-term.
Consolidated Financial Statements 192 - 193

Below is a summary table containing the basic assumptions (WACC and g) and the
percentage value attributed to the terminal value compared with the recoverable value
of the Group’s three CGUs relating to the analyses of the impairment tests conducted
with reference to 28 February 2018.

as at 28 February 2018 WACC g Terminal Value (TV) Recoverable Amount (RA) % TV over RA

(Amounts in euro million)

CGU Retail 10.50% 0.0% 209.7 368.7 56.9%

CGU Wholesale 10.50% 0.0% 35.1 58.2 60.3%

CGU B2B 10.50% 0.0% 15.3 21.5 71.1%

The results of the impairment tests as at 28 February 2018 are given below:

RA compared
as at 28 February 2018 Carrying Amount (CA) Recoverable Amount (RA) with CA

(Amounts in euro million)

CGU Retail €/mln 51.2 368.7 317.5

CGU Wholesale €/mln 4.3 58.2 53.8

CGU B2B €/mln (3.8) 21.5 25.3

Based on the estimates made there was no need to adjust the value of the goodwill
recorded.

Note that the carrying amount of the CGU B2B as at 28 February 2018 was negative as a
result of the negative net working capital allocated to the CGU B2B.

The carrying amount does not include entries of a financial nature. Assets and liabilities
for deferred taxes are also excluded because the theoretical tax rate was used for the
purpose of estimating taxes when calculating the cash flows.

As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the
recoverable value of the goodwill as the main parameters used, such as the change in the
percentage of EBITDA, WACC and the growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2018, the sensitivity analysis conducted assuming a percentage reduction in EBITDA, in
the years of the explicit forecast and in the terminal value, up to a maximum of -20%:

as at 28 February 2018 Terminal plan EBITDA

(Amounts in euro million)


RA Sensitivity Difference
compared with CA 0.0 (5.0%) (10.0%) (15.0%) (20.0%)

CGU Retail 317.5 293.4 269.3 245.2 221.1

CGU Wholesale 53.8 50.9 47.9 45.0 42.0

CGU B2B 25.3 24.0 22.7 21.4 20.1

Below is the breakdown of the stress test which identifies the values for the following
parameters: (i) EBITDA (gross operating profit, percentage change over the years of
the plan and in the terminal value), (ii) g and (iii) WACC sensitized separately compared
with the basic scenario, the differential between the recoverable value and the carrying
amount is, all things being equal, zero.

Parameter / CGU Retail Wholesale B2B

EBITDA % change (Plan and TV) (65.0%) (91.1%) (96.2%)

g factor n.a. (1)


n.a. (1)
n.a.(1)

WACC 66.4% 160.4% n.a.(1)

(1)
For some of the parameters selected, taking into consideration the configuration of the cash flows on which
the calculation of the recoverable amount and/or the value of the carrying amount was based, there is no
reasonable value identified for the parameter for which the recalculated sum for the recoverable amount
corresponds to the respective value of the carrying amount.

Lastly, the Group has developed another analysis simulating the impacts on the
recoverable amount of the CGU Retail in the event of excluding the planned opening of
new sales points over the span of the business plan. The results of the analysis conducted
are given below:

RA compared
as at 28 February 2018 Carrying Amount (CA) Recoverable Amount (RA) with CA

(Amounts in euro million)

CGU Retail €/mln 51.2 311.3 260.1

It should be pointed out that the parameters and information used for verifying the
recoverability of the goodwill are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the goodwill with consequences to the results and the operating results,
financial position and cash flows of the Group.
Consolidated Financial Statements 194 - 195

5.3 Intangible assets with a finite useful life


The balance of the item “Intangible assets with a finite useful life” is given below, broken
down by category as at 28 February 2018 and as at 28 February 2017:

Amounts as at 28 February 2018 Amounts as at 28 February 2017


Accumulated Accumulated
Amortisation Amortisation
(Amounts in thousands Historical and Net book Historical and Net book
of Euros) cost Depreciation value cost Depreciation value

Software 47,407 (35,508) 11,899 40,599 (31,540) 9,059


Concessions, licences
and brands 13,361 (6,609) 6,752 7,407 (5,751) 1,656

Key Money 5,710 (398) 5,312 - - -


Intangible fixed assets
under construction 1,071 1,071 1,093 - 1,093
Total intangible
assets with a finite
useful life 67,549 (42,515) 25,034 49,099 (37,291) 11,808

The change in the item “Intangible assets with a finite useful life” for the period from 29
February 2016 to 28 February 2018 is given below:

Concessions, Intangible fixed


(Amounts in thousands licences and assets under
of Euros) Software brands Key Money construction Total

Balance as at 29 February 2016 8,673 2,340 - 184 11,197

Increases 3,507 3 - 909 4,419

Decreases - - - - -
Amortisation, depreciation
and write downs/(write backs) (3,121) (687) - - (3,808)
Decreases in Amortisation,
Depreciation Provision - - - - -

Balance as at 28 February 2017 9,059 1,656 - 1,093 11,808

First Monclick consolidation 1,295 5,954 - - 7,249

Increases 5,513 1 3,320 1,071 9,905

Acquisitions - - 2,390 - 2,390

Decreases - - - (1,093) (1,093)


Amortisation, depreciation
and write downs/(write backs) (3,968) (859) (398) - (5,225)
Decreases in Amortisation,
Depreciation Provision - - - -

Balance as at 28 February 2018 11,899 6,752 5,312 1,071 25,034

Regarding the financial year ended 28 February 2018, the increases, including the first
Monclick consolidation, Acquisitions and net of decreases in the category “Assets under
construction”, amount to a total of €18,451 thousand.

The item First Monclick consolidation results from the acquisition of control of Monclick which
was configured as a business combination and fell within the scope of IFRS 3. As required
by accounting standard, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. For the assessment of that fair value, the Group assigned external consultants
with proven experience who, using evaluation methods in line with the best professional
practice. These consultants estimated the value of the Monclick brand at €4,641 thousand
(with a useful life of 20 years), the value of customer lists at €1,178 thousand (with a useful
life of 4 years), and the value of internally produced software at €1,284 thousand (with a
useful life of 5 years). The values and useful life estimates are reflected in the Consolidated
Financial Statements of Unieuro starting from 1 June 2017. The value of the brand and the
customer lists was attributed to the “Concessions, licences and brands” category, while the
value of software was attributed to the “software” category.

The item “increases” related mainly to the “Software” category for €5,513 thousand, mainly
attributable to: (i) new software and licences, (ii) costs incurred for the development and
updating of the new website, www.unieuro.it and (iii) costs incurred for extraordinary
interventions on pre-existing management software, under the “Key Money” category,
amounting to €3,320 thousand, referring to the payment of Key Money for the stipulation
of lease agreements carried out during the financial year, for the Euroma2 sales outlet,
the sales outlet located in Brescia and the sales outlet located in Modena, which opened
in December 2017 and under the “Assets under construction” category, amounting to
€1,071 thousand, mainly due to the implementation of new software.

The item “Acquisitions”, referring to the “Key Money” category for €2,390 thousand,
results from the acquisition of the control of the Andreoli S.p.A. and Cerioni S.p.A. business
units, which have been configured as a business combination and fall within the scope
of application of IFRS 3. As required by accounting standard, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life were reflected in the consolidated financial statements from the date of
the acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets
and from 31 October 2017 for the progressive acquisition of the 19 Cerioni sales outlets.
For further details, please refer to note 5.28 “Business combinations”. the measurement
of the fair value of the Key money the company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money.

With regard to the financial year ended 28 February 2017, increases total €4,419 thousand
and relate to the “Software” category for €3,507 thousand, to the “Concessions,
licences and brands” category for €3 thousand and to the “Intangible fixed assets under
construction” category for €909 thousand.

Investments relating to the “Software” category are mainly due to new software and
licences, and costs incurred for the development and updating of the www.unieuro.it
website for €3,507 thousand. Increases in fixed assets under construction relate to the
implementation of new software.
Consolidated Financial Statements 196 - 197

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5.4 Deferred tax assets and deferred tax liabilities
The change in the item “Deferred tax assets” and the item “Deferred tax liabilities” for the
period from 29 February 2016 to 28 February 2018 is given below:

Deferred tax assets

Bad debt
provision -
amount due Inventory bad Intangible
(Amounts in thousands of Euros) from suppliers debt provision Tangible assets assets

Balance as at 29 February 2016 957 1,256 848 5,282

Contribution from merger - - - -


Provision/Releases to the
Income Statement (119) 354 38 (546)
Provision/Releases to the
Comprehensive Income
Statement - - - -

Balance as at 28 February 2017 838 1,610 886 4,736


Provision/Releases to the
Income Statement (14) 878 21 (446)
Provision/Releases to the
Comprehensive Income
Statement - - - -

Balance as at 28 February 2018 824 2,488 907 4,290


Consolidated Financial Statements 198 - 199

Provision Deferred tax Total net


Capital for risks and Other current Net deferred assets relating deferred tax
Reserves charges liabilities tax assets to tax losses assets

871 1,529 10,143 20,886 8,026 28,912

- - - - -

- (403) (3,496) (4,172) 4,726 554

(28) - - (28) - (28)

843 1,126 6,647 16,686 12,752 29,438

- 237 (3,025) (2,349) 2,975 626

41 - - 41 - 41

884 1,363 3,622 14,378 15,727 30,105


The balance at 28 February 2018, equal to €30,105 thousand, is mainly composed of:
i) €10,400 thousand in temporary differences mainly due to goodwill, other current
liabilities and the stock write-down provision; ii) €15,727 in deferred tax assets recorded
on tax losses. The change in the item deferred tax assets recorded in the financial year is
mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of €2,975 thousand in deferred tax assets relating to tax losses.

The balance as at 28 February 2017, equal to €29,438 thousand, is composed mainly of


€6,647 thousand from deferred tax assets recorded in other current liabilities, composed
of deferred income for guarantee extension services, deferred tax assets recorded on
tax losses of €12,752 thousand and deferred tax assets recorded on goodwill of €4,736
thousand. The change in the item deferred tax assets recorded in the last financial year
is mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of €4,726 thousand in deferred tax assets relating to tax losses.

Note that the tax losses still available as at 28 February 2018 are equal to €399,229
thousand (tax losses available as at 28 February 2017 stood at €408,940 thousand).

In calculating deferred tax assets, the following aspects were taken into consideration:
• the tax regulations of the country in which the Company operates and the impact on
the temporary differences, and any tax benefits resulting from the use of tax losses
carried over taking into consideration their possible recovery over a time frame of
three years;
• the forecast of the Company’s earnings in the medium and long-term.

On this basis the Company expects to generate future taxable earnings and, therefore, to
be able, with reasonable certainty, to recover the deferred tax assets recorded.
Consolidated Financial Statements 200 - 201

Deferred tax liabilities

(Amounts in thousands of Euros) Intangible assets Total net deferred taxes

Balance as at 29 February 2016 269 269

Provision/Releases to the Income Statement 53 53


Provision/Releases to the Comprehensive
Income Statement - -

Balance as at 28 February 2017 322 322

First Monclick consolidation 1,982 1,982

Provision/Releases to the Income Statement 144 144


Provision/Releases to the Comprehensive
Income Statement - -

Balance as at 28 February 2018 2448 2448

The increase in the item “Deferred tax liabilities” is mainly due to the contribution from the
first consolidation of Monclick for €1,982 thousand. This amount refers to the deferred tax
effect on the values allocated to intangible assets as a result of the business combination
of Monclick.

Deferred tax liabilities result from goodwill with a different statutory value from the value
for tax purposes.

5.5 Other current assets and other non-current assets


Below is a breakdown of the items “Other current assets” and “Other non-current assets”
as at 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Deferred charges 11,220 8,008

Tax credits 3,791 2,507

Accrued income 888 1,563

Other current assets 231 1,760

Advances to suppliers 27 27

Other current assets 16,157 13,865

Deposit assets 2,066 1,605

Deposits to suppliers 218 461

Other non-current assets 87 90

Other non-current assets 2,371 2,156


Total Other current assets and Other non-
current assets 18,528 16,021

The item “Other current assets” mainly includes deferred charges with regard to building
insurance, rental and common charges and the hire of road signs; accrued income refers
to adjustments on common charges at sales points.
The increase in the item deferred charges is mainly due to the increase in the cost of
insurance, particularly following the catastrophic events due to the fire at the Oderzo point
of sale which took place on 25 February 2017 and the theft at the Piacenze warehouse
which took place in August 2017 with a new insurance contract signed with a new pool of
insurers which led to an increase in the premium.

The decrease in the item other current assets is mainly due to the collection of the
receivable from the Ministry of Education, Universities and Research for the “Carta del
Docente” (teacher accreditation) which stood at €24 thousand in the year ended 28
February 2018 (€1,623 thousand in the year ended 28 February 2017). This certificate is
an initiative of the Ministry of Education, Universities and Research required by Law 107
of 13 July 2015, Article 1, paragraph 121, aimed at enabling teachers to take advantage of
a voucher worth €500 to purchase educational material for teaching purposes.

Tax credits as at 28 February 2018 and 28 February 2017 refer, in the main, for €1,610
thousand to the IRES credit for IRAP not deducted.

The item “Other non-current assets” includes equity investments, deposit assets and
deposits to suppliers. The increase is mainly due to the acquisition of new stores and the
expansion of existing ones.

5.6 Inventories
Warehouse inventories break down as follows:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Merchandise 322,093 274,520

Consumables 561 801

Gross stock 322,654 275,321

Inventory bad debt provision (9,126) (5,770)

Total Inventories 313,528 269,551

The value of gross inventories went from €275,321 thousand as at 28 February 2017 to
€322,654 thousand as at 28 February 2018, an increase of 17.2% in total gross inventories.
The increase is attributable to: (i) the reopening of 21 sales outlets acquired from Andreoli
S.p.A., operational from 1 July 2017, the acquisition of the flagship store in the Euroma2
shopping centre, opened on 20 September, the progressive reopening, from 16 November,
of the 19 sales outlets acquired from Gruppo Cerioni S.p.A. and the new openings that
took place during the period in question, totalling 7 points of sale, (ii) the contribution
resulting from the Monclick consolidation and (iii) the increase in volumes managed.

The value of inventories is adjusted by the warehouse bad debt provision which includes
the prudential write-down of the value of merchandise with possible obsolescence
indicators.
Consolidated Financial Statements 202 - 203

The change in the obsolescence fund for the period from 29 February 2016 to 28 February
2018 is broken down below:

(Amounts in thousands of Euros) Inventory bad debt provision

Balance as at 29 February 2016 (4,000)

Provisions (1,770)

Reclassifications -

Releases to the Income Statement -

Utilisation -

Balance as at 28 February 2017 (5,770)

Direct write-down (4,892)

First Monclick consolidation (399)

Provisions -

Reclassifications -

Releases to the Income Statement 1,935

Utilisation -

Balance as at 28 February 2018 (9,126)

The increase in the inventory bad debt provision of €3,356 thousand is attributable to:
(i) the presentation of the direct write-down within the inventory bad debt provision of
€4,892 thousand, (ii) the adjustment of the inventory bad debt provision which includes
the prudential write-down of merchandise as at 28 February 2018 of €1,935 thousand and
(iii) the contribution resulting from the first Monclick consolidation for €399 thousand.
The direct write-down at 28 February 2017 was €4,892 thousand and was attributable
to the impairment of the stock at the Oderzo (TV) sales point equal to €1,062 thousand
which took place following the fire which occurred on 25 February 2017. Following the
accident, Unieuro promptly activated the relevant insurance coverage. At the date of
preparation of these financial statements there weren’t: (i) objective elements to define
a reconstruction of the events that could in any way identify responsibilities borne by
Unieuro and (ii) an official quantification, by the judicial authorities involved or by the
experts appointed by the insurance companies. The Company believes that it has the
appropriate insurance coverage.
5.7 Trade receivables
A breakdown of the item “Trade receivables” as at 28 February 2018 and as at 28 February
2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Trade receivables from third-parties 41,984 37,238

Trade receivables from related-parties - 244

Gross trade receivables 41,984 37,482

Bad debt provision (2,412) (2,279)

Total Trade receivables 39,572 35,203

The value of receivables, which refer to Wholesale and B2B channels, was up by €4,369
thousand compared with the previous year with the increase mainly attributable to
different invoicing and collection dynamics compared with the year ended 28 February
2017.

The change in the bad debt provision for the period from 29 February 2016 to 28 February
2018 is broken down below:

(Amounts in thousands of Euros) Bad debt provision

Balance as at 29 February 2016 (2,352)

Provisions -

Contribution from merger -

Releases to the Income Statement -

Utilisation 73

Balance as at 28 February 2017 (2,279)

First Monclick consolidation (250)

Provisions (146)

Contribution from merger -

Releases to the Income Statement 180

Utilisation 83

Balance as at 28 February 2018 (2,412)

Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or
the presence of existing insolvency proceedings, determine the deletion of the actual
position. As shown in the tables above, the bad debt provision stood at €2,412 thousand
as at 28 February 2018 and €2,279 thousand as at 28 February 2017.

Credit risk represents the exposure to risk of potential losses resulting from the failure
of the counterparty to comply with the obligations undertaken. Note, however, that
for the periods under consideration there are no significant concentrations of credit
Consolidated Financial Statements 204 - 205

risk, especially taking into consideration the fact that the majority of sales are paid for
immediately by credit or debit card in the Retail, Travel and Online channels, and in cash
in the Retail and Travel channels. The Group has credit control processes which include
obtaining bank guarantees to cover a significant amount of the existing turnover with
customers, customer reliability analysis, the allocation of credit, and the control of the
exposure by reporting with the breakdown of the deadlines and average collection times.

Past due credit positions are, in any event, monitored by the administrative department
through periodic analysis of the main positions and for those for which there is an
objective possibility of partial or total irrecoverability, they are written-down.

It is felt that the book value of trade receivables is close to the fair value.

5.8 Current tax assets


Below is a break down of the item “Current tax assets” as at 28 February 2018 and as at
28 February 2017:

Current tax assets

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Other IRES credits 2,811 2,469

IRAP credits 336 1,444

IRES credits - 4,042

Total Current tax assets 3,147 7,955

As at 28 February 2018 IRES credits of €2,811 thousand were recorded under “Other IRES
credits” and included the receivable due from the previous year and the credit generated
during the year for withholdings. The item “IRES credits”, which at 28 February 2017 stood
at €4,042 thousand, included the receivable from the tax consolidation involving Italian
Electronics Holdings, collected during the year following the break in the consolidation
relationship. On 6 September 2017, Italian Electronics Holdings sold some Unieuro shares
on the market thereby losing control over the company.

Lastly, the item includes IRAP credits of €336,thousand, down compared with the
previous year, as a result of the compensatory payments from IRAP tax due for the year
ended 28 February 2018.
5.9 Cash and cash equivalents
A breakdown of the item “Cash and cash equivalents” as at 28 February 2018 and as at
28 February 2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Bank accounts 53,894 28,951

Petty cash 7,520 7,715

Total cash and cash equivalents 61,414 36,666

Cash and cash equivalents stood at €61,414 thousand as at 28 February 2018 and €36,666
thousand as at 28 February 2017.

The item consists of cash on hand, deposits and securities on demand or at short notice
at banks that are available and readily usable. At 28 February 2017 there was a pledge
on a current account of €650 thousand relating to a guarantee given for the leasing of
several sales outlets vacant on 27 March 2017.

For further details regarding the dynamics that affected Cash and cash equivalents,
please refer to the Cash Flow Statement. Instead, for more details of the net financial
position, please refer to Note 5.11.
Consolidated Financial Statements 206 - 207

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5.10 Shareholders’ equity
Details of the item “Shareholders’ equity” and the breakdown of the reserves in the
reference periods are given below:

Reserve for
actuarial gains/
Cash flow (losses) on
Share Legal Extraordinary hedge defined benefit
(Amounts in thousands of Euros) capital reserve reserve reserve plans

Balance as at 29 February 2016 4,000 800 48,461 (74) (858)


Profit/(loss) for the
consolidated period - - - - -
Other components of
consolidated comprehensive
income - - - 74 (1)
Total statement of
comprehensive income for the
consolidated year - - - 74 (1)

Allocation of prior year result - - 10,642 - -

Distribution of dividends - - (3,880) - -


Share-based payment settled
with equity instruments - - - - -
Total transactions with
shareholders - - 6,762 - -

Balance as at 28 February 2017 4,000 800 55,223 0 (859)


Profit/(loss) for the
consolidated period - - - - -
Other components of
consolidated comprehensive
income - - - (191) 85
Total statement of
comprehensive income for the
consolidated year - - - (191) 85

Allocation of prior year result - - - - -

Distribution of dividends - - (8,413) - -


Share-based payment settled
with equity instruments - - - - -
Total transactions with
shareholders - - (8,413) - -

Balance as at 28 February 2018 4,000 800 46,810 (191) (774)


Consolidated Financial Statements 208 - 209

Reserve for Total Non- Total


share-based Profit/(loss) shareholders’ controlling shareholders’
payments Other reserves carried forward equity interest equity

3,172 57,999 (40,067) 73,433 0 73,433

- - 11,587 11,587 - 11,587

- - - 73 - 73

- - 11,587 11,660 - 11,660

- - (10,642) - -

- - - (3,880) - (3,880)

3,766 - - 3,766 - 3,766

3,766 - (10,642) (114) - (114)

6,938 57,999 (39,122) 84,979 0 84,979

- - 10,958 10,958 - 10,958

- - - (106) - (106)

- - 10,958 10,852 - 10,852

- - - - - -

- - (11,587) (20,000) - (20,000)

(5,586) - 6,971 1,385 - 1,385

(5,586) - (4,616) (18,615) - (18,615)

1,352 57,999 (32,780) 77,216 0 77,216


Shareholders’ equity, equal to €77,216 thousand (€84,979 thousand as at 28 February
2017) decreased during the year as a result of: (i) the distribution of a dividend of €20,000
thousand of which €11,587 thousand was in respect of the profit for the year ended 28
February 2017 and €8,413 thousand was from the use of part of the extraordinary reserve,
as approved on 20 June 2017 by the Shareholders’ Meeting; (ii) the recording of a profit
for the year of €10,958 thousand and the other components of the comprehensive
income statement of €106 thousand; and (iii) the recording in the reserve for share-based
payments of €679 thousand with regard to the Long Term Incentive Plan for certain
managers and employees and €706 with reference to the Call Option Agreement that
ended following listing on the STAR segment of the Mercato Telematico Azionario run by
Borsa Italiana which took place on 4 April 2017.

The Share capital as at 28 February 2018 stood at €4,000 thousand, broken down into
20,000,000 shares.

The Reserves are illustrated below:


• the legal reserve of €800 thousand as at 28 February 2018 (€800 thousand as at 28
February 2017), includes the financial provisions at a rate of 5% for each financial year;
there were no increases during the period in this reserve which reached the limit pursuant
to Article 2430 of the Italian Civil Code and has maintained it to 28 February 2018;
• the extraordinary reserve of €46,810 thousand at 28 February 2018 (€55,223 thousand
at 28 February 2017); this reserve fell during the period as a result of the distribution of
a dividend of €20,000 thousand of which €11,587 thousand was in respect of the profit
for the year ended 28 February 2017 and €8,413 thousand was from the use of part of
the extraordinary reserve, as approved on 20 June 2017 by the Shareholders’ Meeting;
• the cash flow hedge reserve negative by €191 as at 28 February 2018 (zero as at 28
February 2017); this reserve was recorded to offset the mark to market of the hedging
Interest Rate Swap agreements, taken out as required by the Loan Agreement signed
during the year (for more details, refer to Note 5.11).
• the reserve for actuarial gains and losses on defined-benefit plans of €774 thousand as
at 28 February 2018 (€859 thousand as at 28 February 2017); it rose of €85 thousand
following the actuarial valuation relating to severance pay;
• the reserve for share-based payments amounting to €1,352 thousand at 28 February
2018 (€6,938 thousand at 28 February 2017); the reserve has changed due to the
Call Option Agreement as a result of: (i) the recognition of €706 thousand as the
offset of the personnel costs for the share-based payment plan and (ii) the issuing
following the successful outcome of the project of listing the share-based payment
reserve under the item Profits/(losses) carried forward for €7,644 thousand; with
regard, on the other hand, to the Long Term Incentive Plan agreed during the year, as
a result of: (i) the recording of €1,352 thousand to offset the personnel expenses for
the share-based payment plan and (ii) the distribution of the dividend approved by
the Shareholders’ Meeting on 20 June 2017 which involved the reclassification of the
monetary bonus accrued to managers and employees set out in the for the item other
non-current liabilities. It should therefore be noted that the reserve for share-based
payments of Euro 1,352 thousand and the Profit (losses) carried forward – LTIP of Euro
673 thousand both refer to the accounting of the share-based payment plan called
Long Term Incentive Plan and together represent the fair value measurement of the
options granted under the plan (IFRS 2).For more details, please see Note 5.27.
Consolidated Financial Statements 210 - 211

Shareholders’ equity, equal to €84,979 thousand as at 28 February 2017 (€73,433


thousand as at 29 February 2016), rose during the year as a result of: (i) the recording
of a profit for the period of €11,587 thousand and other items of the comprehensive
income statement of €73 thousand; (ii) the distribution of an extraordinary dividend of
€3,880 thousand through the use of part of the extraordinary reserve, as approved on
28 November 2016 by the Shareholders’ Meeting and (iii) the recording in the reserve for
share-based payments of €3,766 thousand which refers to the Call Option Agreement
reserved for certain managers and employees.

The Share capital as at 28 February 2017 stood at €4,000 thousand, broken down into
20,000,000 shares.

The Reserves are illustrated below:


• the legal reserve of €800 thousand as at 28 February 2017 (€800 thousand as at
29 February 2016), includes the financial provisions at a rate of 5% for each financial
year; there were no increases during the period in this reserve which reached the limit
pursuant to Article 2430 of the Italian Civil Code and has maintained it to 28 February
2017;
• the extraordinary reserve of €55,223 thousand as at 28 February 2017 (€48,461
thousand as at 29 February 2016); this reserve increased during the period as a result
of the allocation of the profit for the previous year of €10,642 thousand and decreased
following the distribution of dividends of €3,880 thousand;
• the cash flow hedge reserve of €0 as at 28 February 2017 (-€74 thousand as at 29
February 2016); this reserve was recorded to offset the mark to market of the hedging
Interest Rate Swap agreements, taken out as required by the Loan Agreement (as
defined in Note 5.11). The positive change of €74 thousand is due to the change in the
fair value of the derivative contracts and their maturity at 28 February 2017;
• the reserve for actuarial gains and losses on defined-benefit plans of -€859 thousand
as at 28 February 2017 (-€858 thousand as at 29 February 2016); it fell by €1 thousand
following the actuarial valuation relating to severance pay;
• the reserve for share-based payments of €6,938 thousand as at 28 February 2017
(€3,172 thousand as at 29 February 2016); this reserve includes the increase of
€3,766 thousand offsetting the personnel costs of the share-based payment plan (as
described in Note 5.27).

During the years ended 28 February 2018 and 28 February 2017 there were no assets
allocated to specific businesses.
The reconciliation between the shareholders’ equity of the parent company and the
consolidated shareholders’ equity as at 28 February 2018 is illustrated below:

Shareholders' equity Net result as at 28


(Amounts in euro million) as at 28 February 2018 February 2018
Balances from the Parent Company's Annual Financial
Statements 74,740 8,521
Difference between the carrying amount of equity
investments and the profit/(loss) for the year (9,422) 2,859
Allocation of goodwill, brand, software and customer
list, excluding the tax effect 11,898 (422)
Shareholders' equity and profit/(loss) for the year
from the Consolidated Financial Statements 77,216 10,958

5.11 Financial liabilities


A breakdown of the item current and non-current “Financial liabilities” as at 28 February
2018 and as at 28 February 2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 29 February 2017

Current financial liabilities 6,961 5,984

Non-current financial liabilities 40,518 25,796

Total financial liabilities 47,479 31,780

On 29 November 2013, under the scope of the consolidation transaction that led to the
acquisition of former Unieuro by the Group headed by the parent company Venice Holdings
S.r.l., a loan agreement called “Euro Term and Revolving Credit Facilities Agreement”
was signed with Banca IMI S.p.A., as financing bank and agent bank, UniCredit Corporate
Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano S.p.A. and Monte dei
Paschi di Siena Capital Service Banca per le Imprese S.p.A., in the capacity of the lending
banks, on the one side, and the Company on the other side as the beneficiary company.
Later, on 19 September 2014, Banca IMI S.p.A sold part of its stake in the loans granted
to the Company to ICCREA Banca Impresa S.p.A., Banca Interprovinciale S.p.A. and
Volksbank Banca Popolare dell’Alto Adige Soc. Coop.pa..

On 22 December 2017 a new Loan Agreement was signed, the “Loan Agreement”, with
Banca IMI S.p.A., as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole
Cariparma S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan Branch. The
Loan Agreement was finalised on 9 January 2018 following the conclusion of relations
and the repayment of the previous lines of credit and the provision of the new funding.

The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. The existing borrowings relating to the Euro Term and
Revolving Facilities Agreement were repaid in full on 9 January 2018.

The new lines, including a €100 million amortizing term loan, of which €50 million
(“Term Loan”) was for replacing the existing lines of credit and €50 million (the “Capex
Consolidated Financial Statements 212 - 213

Facility”) was for acquisitions and investments for restructuring the network of stores,
and €90 million in revolving facilities (the “Revolving Facility”), are at significantly better
conditions compared with the previous loans, particularly with regard to (i) a reduction
in the interest rate; (ii) the extension of the duration by five years; (iii) greater operational
flexibility related to the reduction in the number of funding institutions, covenants and
contractual restraints; as well as (iv) the removal of collateral in favour of the lending
banks.

The interest on the loans agreed under the scope of the Loan Agreement is a floating
rate, calculated taking into consideration the Euribor plus a contractually-agreed spread.

At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events
in this clause are verified. These clauses require compliance by Unieuro S.p.A. with a
consolidation ratio which will be summarised below:
• leverage ratio (defined as the ratio between the net financial position and EBITDA, as
defined in the Loan Agreement);

At 28 February 2018 the covenant was calculated and complied with. See below for the
summary table:

28 February 2018

Description of covenants Contractual value Covenant result

LEVERAGE RATIO < 1.50 0.07


Consolidated net financial debt/ Consolidated
Adjusted EBITDA

The Loan Agreement includes the Company’s right of early repayment, in full or in part
(in such a case of minimum amounts equal to €1,000,000.00) and prior notification of
the Agent Bank, of both the Senior Loan and the Capex Facility. In addition, when certain
circumstances and/or events are verified, the Company is obliged to repay the Loan early.
As at 28 February 2018 and until the date these financial statements were prepared, no
events occurred that could give rise to the early repayment of the loan. Financial liabilities
as at 28 February 2018 are illustrated below:

As at 28 February 2018
of which of which
(Amounts in thousands of Original Interest current non-current
Euros) Maturity amount rate Total portion portion
1.36% -
Short-term lines of credit (1) n.a. 54,000 7.0% 79 79 -
Euribor
Revolving Credit Facility dic-22 90,000 1m+spread - - -
Current bank payables 79 79 -
Euribor
Term Loan dic-22 50,000 3m+spread 50,000 7,500 42,500
Euribor
Capex Facility dic-22 50,000 3m+spread - - -
Ancillary expenses on loans
(2) (2,600) (618) (1,982)
Non-current bank payables
and current part of non-
current debt 47,400 6,882 40,518
Total 47,479 6,961 40,518

The short-term lines of credit include the subject to collection advances, the hot money, the current account
(1)

overdrafts and the credit limit for the letters of credit.


(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion

As at 28 February 2017
of which of which
(Amounts in thousands of Original Interest current non-current
Euros Maturity amount rate Total portion portion
1.30% -
Short-term lines of credit (1) n.a. 47,500 7.0% - - -
Euribor
Revolving Credit Facility dic-19 41,800 1m+spread - - -
Current bank payables - - -
Euribor
Loan A dic-19 15,000 6m+spread 6,000 3,000 3,000
Euribor
Loan B dic-20 13,300 6m+spread 13,300 - 13,300
Euribor
Capex Facility dic-19 15,000 6m+spread 14,250 3,750 10,500
Ancillary expenses on loans (2)
(1,770) (766) (1,004)
Non-current bank payables
and current part of non-
current debt 31,780 5,984 25,796
Total 31,780 5,984 25,796

The short-term lines of credit include the subject to collection advances, the hot money, the current account
(1)

overdrafts and the credit limit for the letters of credit.


(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.
Consolidated Financial Statements 214 - 215

Financial liabilities as at 28 February 2018 totalled €47,479 thousand, a rise of €15,699


thousand compared with 28 February 2017. This change is mainly due to the restructuring
of the lines of credit following the conclusion of the new loan. The settlement of the
previous loan as a result of the conclusion of new lines of credit involve the transfer to the
income statement of the related amortised cost.

The Revolving Line was not used as at 28 February 2018.

The loans are evaluated using the amortised cost method based on the provisions of IAS
39 and therefore their value is reduced by the ancillary expenses on the loans, equal to
€2,600 thousand as at 28 February 2018 (€1,770 thousand as at 28 February 2017).

The breakdown of the financial liabilities according to maturity is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Within 1 year 6,961 5,984

From 1 to 5 years 40,518 25,796

More than 5 years - -

Total 47,479 31,780


A breakdown of the net financial debt as at 28 February 2018 and as at 28 February
2017 is shown below. Note that the net financial debt is presented in accordance with the
provisions of Consob Communication No. 6064293 of 28 July 2006 and in conformity
with the recommendations of ESMA/2013/319.

(Amounts in thousands of
Euros) as at 28 February 2018 as at 28 February 2017
of which with of which with
Related- Related-
Ref Parties Parties
(A) Cash 5.9 61,414 - 36,666 -
(B) Other liquid assets - - - -
(C) Securities held for
trading - - - -
(D) Liquidity (A)+(B)+(C) 61,414 - 36,666 -
- of which is subject to a
pledge - 650 -
(E) Current financial
receivables - - -
(F) Current bank payables 5.11 (79) - - -
(G) Current part of non-
current debt 5.11 (6,882) - (5,984) -
(H) Other current financial
payables 5.13-5.15 (6,256) - (2,418) -
(I) Current financial debt
(F)+(G)+(H) (13,217) - (8,402) -
- of which is secured - - (6,750) -
- of which is unsecured (13,217) - (1,652) -
(J) Net current financial
position (I)+(E)+(D) 48.197 - 28,264 -
(K) Non-current bank
payables 5.11 (40,518) - (25,796) -
(L) Issued bonds - - - -
(M) Other non-current
financial payables 5.13-5.15 (12,195) - (4,427) -
(N) Non-current financial
debt (K)+(L)+(M) (52,713) - (30,223) -
- of which is secured 0 - (26,800) -
- of which is unsecured (52,713) - (3,423) -
(O) Net financial debt
(J)+(N) (4,516) - (1,959) -
Consolidated Financial Statements 216 - 217

The table below summarises the breakdown of the items “Other current financial payables”
and “Other non-current financial payables” for the periods ending 28 February 2018 and
28 February 2017. See Note 5.13 “Other financial liabilities” for more details.

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Other financial liabilities 6,256 2,418

Other current financial payables 6,256 2,418

Other financial liabilities 12,195 4,427

Other non-current financial payables 12,195 4,427

Total financial payables 18,451 6,845

5.12 Employee benefits


The change in the item “Employee benefits” for the period from 29 February 2016 to 28
February 2018 is broken down below:

(Amounts in thousands of Euros)

Balance as at 29 February 2016 10,220

Service cost -

Interest cost 153

Settlements/advances (592)

Actuarial (profits)/losses 2

Balance as at 28 February 2017 9,783

First Monclick consolidation 611

Service cost 89

Interest cost 139

Acquisitions 1,255

Settlements/advances (595)

Actuarial (profits)/losses (103)

Balance as at 28 February 2018 11,179

This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment
relationship is ended. Severance pay, regulated by Article 2120 of the Italian Civil Code,
is recalculated in accordance with the provisions of IAS 19, expressing the amount of the
actual value of the final obligation as a liability, where the actual value of the obligation is
calculated through the “projected unit credit” method.

The item Acquisitions refers to the assumption of the debt relating to the Severance
Pay of employees transferred under the scope of the acquisition of the business units
of Andreoli S.p.A. and Cerioni S.p.A., for more details, refer to Note 5.28 - “Business unit
combinations”.
Settlements recorded in the financial year ended 28 February 2018 relate to both severance
pay advances paid to employees during the year, and to redundancies involving the
excess personnel at several sales points which were restructured or closed and to breaks
in employment with regard to employees on fixed contracts.

Below is a breakdown of the economic and demographic recruitment used for the
purpose of the actuarial evaluations:

Year ended

Economic recruitment 28 February 2018 28 February 2017

Inflation rate 1.50% 1.50%

Actualisation rate 1.37% 1.19%

Severance pay increase rate 2.625% 2.625%

Year ended

Demographic recruitment 28 February 2018 28 February 2017

Fatality rate Demographic tables RG48 Demographic tables RG48


INPS tables differentiated by INPS tables differentiated by
Disability probability age and gender age and gender
Reaching of minimum Reaching of minimum
requirements under the requirements under the
compulsory general compulsory general
Retirement age insurance insurance

Probability of leaving 5% 5%

Probability of anticipation 3.50% 3.50%

With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a
duration of 7-10 years at the evaluation date was taken as a reference for the evaluation
of this parameter.

Below is the sensitivity analysis, as at 28 February 2018, relating to the main actuarial
hypotheses in the calculation model taking into consideration the above and increasing
and decreasing the average annual turnover rate, the average inflation and actualisation
rate, respectively of 1%, 1%, 0.25% and 0.25%. The results are summarised in the table
below:

(Amounts in thousands of Euros) Impact on DBO as 28 February 2018

Change to the parameter Unieuro Monclick

1% increase in turnover rate 10,530 585

1% decrease in turnover rate 10,650 601

0.25% increase in inflation rate 10,736 604

0.25% decrease in inflation rate 10,439 581

0.25% increase in actualisation rate 10,352 577

0.25% decrease in actualisation rate 10,830 608


Consolidated Financial Statements 218 - 219

5.13 Other financial liabilities


A breakdown of the item current and non-current “Other financial liabilities” as at 28
February 2018 and as at 28 February 2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017


Payables for investments in equity investments and
business units 3,165 -

Payables to leasing companies 2,777 2,236

Fair value of derivative instruments 172 7

Factoring liabilities 142 175

Other current financial liabilities 6,256 2,418

Payables to leasing companies 8,037 -


Payables for investments in equity investments and
business units 4,008 4,427

Fair value of derivative instruments 150 -

Other non-current financial liabilities 12,195 4,427

Total financial liabilities 18,451 6,845

Payables for investments in equity investments and business units


Payables for investments in equity investments and business units totalled €11,202
thousand at 28 February 2018. During the year the Company acquired 100% of the
shares of Monclick S.r.l. for €10,000 thousand of which €3,500 thousand was paid on the
agreement of the sale and the remaining €6,500 thousand will be payable in 5 annual
instalments from 9 June 2018. Additionally, on 31 October 2017 the Company also acquired
the business unit of Gruppo Cerioni S.p.A. for €8,004 thousand of which 1,200 thousand
was paid on the agreement of the sale and €400 thousand will be paid at the first and
third closing, with the remaining €5,066 thousand payable in 6 half-yearly instalments
from 10 July 2018. The existing debt cash flows at 28 February 2018 were actualised for
a positive €364 thousand.

Payables to leasing companies


Payables owed to leasing companies amount to a total of €6,785 thousand at 28 February
2018 and €6,663 thousand at 28 February 2017. The assets that are the subject of the
finance lease agreement are furnishings, LEDs, climate control systems, servers, computers
and printers. Interest rates are fixed at the date of the signing of the agreements and
are indexed to the 3-month Euribor. All lease agreements are repayable through fixed
instalment plans with the exception of the initial down payment and the redemption
instalment and there is no contractual provision for any rescheduling of the original plan.
The above payables to the leasing company are secured to the lessor via rights on the
leased assets. There are no hedging instruments for the interest rates.
The assets subject to financial leasing are reported using the method set out in international
accounting standard IAS 17. The breakdown by due date of the minimum payments and
the capital share of the finance leases are given below:

(Amounts in thousands Minimum payments due for financial


of Euros) leasing as at Capital share as at

28 February 2018 28 February 2017 28 February 2018 28 February 2017

Within 1 year 2,936 2,462 2,777 2,236

From 1 to 5 years 4,139 4,587 4,008 4,427

More than 5 years - - - -

Total 7,075 7,049 6,785 6,663

The reconciliation between the minimum payments due from the financial leasing
company and the current value is as follows:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017


Minimum payments due for financial
leasing 7,075 7,049

(Future financial expense) (290) (386)

Total 6,785 6,663

Fair value of derivative instruments


The financial hedging instruments, in existence as at 28 February 2018, refer to agreements
signed with BPER Banca S.p.A and with BNL S.p.A to hedge future purchase transactions
involving goods in other currencies (USD) for €72 thousand at 28 February 2018 (€7
thousand at 28 February 2017). The effects of these financial hedging instruments were
recorded in the income statement because they do not comply with all the requirements of
IAS 39 for hedge accounting and (ii) contracts signed with Intesa Sanpaolo S.p.A., Banca
Popolare di Milano S.p.A. and Crédit Agricole Cariparma S.p.A., to hedge the fluctuation
of financial expenses related to the Loan Agreement for €250 thousand at 28 February
2018 (0 thousand at 28 February 2017). These derivative financial transactions on the
interest rates are designated as hedge accounting in accordance with the requirements
of IAS 39 and are therefore dealt with under hedge accounting.

Factoring liabilities
Payables to factoring companies stood at €142 thousand as at 28 February 2018 (€175
thousand as at 28 February 2017) and refer to transfers of trade payables to a financial
counterparty through factoring without recourse.
Consolidated Financial Statements 220 - 221

5.14 Provisions
The change in the item “Funds” for the period from 29 February 2016 to 28 February 2018
is broken down below:

Tax Other Onerous Other


dispute disputes contracts Restructuring risks
(In migliaia di Euro) provision provision provision provision provision Total

Balance as at 29 February 2016 4,668 2,291 1,201 1,199 979 10,338

- of which current portion - - 700 1,199 672 2,571

- of which non-current portion 4,668 2,291 501 - 307 7,767

Provisions 2,339 664 327 199 3,529

Draw-downs/releases (1,358) (1,213) - (933) (106) (3,610)

Balance as at 28 February 2017 5,649 1,742 1,528 266 1,072 10,257

- of which current portion 37 188 882 266 51 1,424

- of which non-current portion 5,612 1,554 646 1,021 8,833

Provisions 115 1,293 - - 357 1,765

Business unit acquisitions - 71 - - - 71

Draw-downs/releases (2,063) (638) (647) (91) (30) (3,469)

Balance as at 28 February 2018 3,701 2,468 881 175 1,399 8,624

- of which current portion 1,051 509 814 175 379 2,928

- of which non-current portion 2,650 1,959 67 - 1,020 5,696

The “Tax dispute provision”, equal to €3,701 thousand as at 28 February 2018 and €5,649
thousand as at 28 February 2017, was set aside mainly to hedge the liabilities that could
arise following disputes of a tax nature.

The “Other disputes provision”, equal to €2,468 thousand as at 28 February 2018 and
€1,742 thousand as at 28 February 2017, refers to disputes with former employees,
customers and suppliers. The item Business unit acquisitions of €71 thousand relates
to certain disputes on the moment at acquired Andreoli S.p.A. business unit, with this
liability settled during the course of the year.

The “Onerous contracts provision”, equal to €881 thousand as at 28 February 2018 and
€1,528 thousand as at 28 February 2017, refer to the provision allocated for non-discretionary
costs necessary to fulfil the obligations undertaken in certain rental agreements.

The “Restructuring provision”, equal to €175 thousand as at 28 February 2018 and


€266 thousand as at 28 February 2017, refer mainly to the conclusion of the personnel
restructuring and commercial network integration process of the former Unieuro.

The “Other risk provision”, equal to €1,399 thousand as at 28 February 2018 and €1,072
thousand as at 28 February 2017, mainly include: i) the provision for expenses for the
restoration of stores to their original condition set aside to cover the costs for restoring
the property when it is handed back to the lessor in cases where the contractual obligation
is the responsibility of the tenant; ii) the additional customer compensation fund.
5.15 Other current liabilities and other non-current liabilities
Below is a breakdown of the items “Other current liabilities” and “Other non-current
liabilities” as at 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Deferred income and accrued liabilities 101,281 89,446

Payables to personnel 34,879 28,206

Payables for VAT 17,102 15,715

Payables for IRPEF (income tax) 2,481 2,010

Payables to welfare institutions 2,780 1,759

Payments on account from customers 3,436 3,017

Other current liabilities 1,277 82

Other tax payables 106 92

Total other current liabilities 163,342 140,327

Other liabilities 692 -

Deposit liabilities 26 21

Non-current payables to personnel - -

Total other non-current liabilities 718 21


Total other current and non-current
liabilities 164,060 140,348

The item “Other current liabilities” increased by €23,015 thousand in the year ended 28
February 2018 compared with the year ended 28 February 2017. The increase in the item
recorded in the period in question is mainly due to greater deferred income relating to
the servicing of the extended warranty.

The balance of the item “Other current liabilities” is mainly composed of:
• deferred income and accrued liabilities of €101,281 thousand at 28 February 2018
(€89,446 thousand as at 28 February 2017) due mainly to the deferrals for the extended
warranty services. Revenue from sales is reported according to the term of the contract,
or the period for which there is a performance obligation, thereby re-discounting sales
pertaining to future periods. Moreover, note that the methods for managing warranty
services for the periods after the legally-required periods were changed with regard
to sales of extended warranty services made by the former Unieuro (from the financial
year ended 28 February 2015) and to sales of extended warranty services in certain
categories of goods (white goods) made by Unieuro (from the financial year ended
29 February 2012) and to sales of extended warranty services by the sales outlets
acquired from Cerioni S.p.A. and Andreoli S.p.A. (from the year ended 28 February
2018) by handling activities that were previously outsourced to third-parties internally;
• payables to employees for €34,879 thousand per 28 February 2018 (28 February 2017
€28,206 thousand) consisting of debts for outstanding wages, holidays, permissions,
and thirteenth and fourteenth month pay. These payables refer to items accrued but
not yet settled;
• VAT payables of €17,102 thousand at 28 February 2018 (€15,715 thousand at 28
Consolidated Financial Statements 222 - 223

February 2017) composed of payables resulting from the VAT settlement with regard
to February 2018.

The item “Other non-current liabilities” increased to €697 thousand in the year ended 28
February 2018 compared with the year ended 28 February 2017.

The balance of the item “Other non-current liabilities” is mainly composed of the monetary
bonus in the share-based payment plan, the Long Term Incentive Plan, of €692 thousand.
Following the approval of the distribution of the dividend by the Shareholders’ Meeting
on 29 June 2017, a payable relating to the monetary bonus accrued to managers and
employees was recorded as required by the regulation. For more details, please see Note
5.27.

5.16 Trade payables


A breakdown of the item “Trade payables” as at 28 February 2018 and as at 28 February
2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Trade payables to third-parties 408,995 332,504

Trade payables to related-parties - 15

Gross trade payables 408,995 332,519


Bad debt provision - amount due from
suppliers 2,455 2,027

Total Trade payables 411,450 334,546

The balance includes payables relating to carrying out normal trade activities involving
the supply of goods and services.

Gross trade payables increased by €76,476 thousand as at 28 February 2018 compared


with 28 February 2017. The increase is related to the increase in volumes handled as a
result of: (i) the promotions in February which involved product categories with improved
payment conditions compared with those of the previous year and (ii) an increase in the
number of stores as a result of the acquisition of the Andreoli S.p.A. and Cerioni S.p.A.
business units, the acquisition of the flagship store in the Euroma2 shopping centre and
the new openings during the year.

As at 28 February 2018 there were no disputes with suppliers, or suspensions to supplies,


with the exception of several compensation claims and payment injunctions which refer to
legal actions in the form of applications for orders for payment of insignificant amounts.
The change in the “Bad debt provision and suppliers account debit balance” for the
period from 29 February 2016 to 28 February 2018 is given below:

(Amounts in thousands of Euros) Bad debt provision - amount due from suppliers

Balance as at 29 February 2016 2,162

Provisions -

Releases to the Income Statement -

Utilisation (135)

Balance as at 28 February 2017 2,027

First Monclick consolidation 130

Provisions 488

Releases to the Income Statement -

Utilisation (190)

Balance as at 28 February 2018 2,455

There are no payables for periods of more than 5 years or positions with a significant
concentration of payables.

5.17 Revenues
Below is a break down of the item “Revenue” for the financial years ended 28 February
2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Retail, Online and Travel (1) 1,536,397 1,329,973

Wholesale (2)
218,458 227,864

B2B (3)
118,937 102,658

Total Revenue 1,873,792 1,660,495

The Retail sales channel refers to the sale of products to end users through direct sales points located
(1)

throughout Italy, with the exception of airports. The Online sales channel represents the sale of products to
end users through the web channel with the option of home delivery and Click & Collect. The Travel sales
channel embodies the sale of products at major public transport hubs via direct stores.
(2)
The Wholesale channel covers the sale of products to partners operating exclusively through the “Unieuro”
brand as well as the wholesale supply to hypermarkets and other retailers.
(3)
The B2B sales channel represents the wholesaling of products to customers who, in turn, sell electronic
items to hotels and banks.

The Retail, Online and Travel revenue went from €1,329,973 thousand in the year ended
28 February 2017 to €1,536,397 thousand in the year ended 28 February 2018, an increase
of €206,424 thousand or 15.5%. The increases are mainly related to the Retail and Travel
channels which recorded an increase in sales as a result of: (i) the reopening of the 21 sales
outlets purchased from Andreoli S.p.A., operational from 1 July 2017; (ii) the acquisition of
the flagship store in the Euroma2 shopping centre, which opened on 20 September 2017;
(iii) the gradual reopening, from 16 November 2017 onwards, of the 19 sales outlets bought
from Gruppo Cerioni S.p.A.;(iv) the new openings which took place in the financial year in
Consolidated Financial Statements 224 - 225

question, a total of 5 Retail sales outlets in Bergamo, Novara, Genoa, Rome Trastevere and,
most recently, on 8 December, in Modena and (v) the new openings of Travel sales outlets
at the airports of Capodichino and Orio al Serio and the Online channel which recorded
significant growth mainly due to the commercial initiatives associated with Black Friday,
the continued expansion of the pick-up-points network, as well as the positive results
of the growth strategy in high-margin product categories, particularly large and small
appliances.

Wholesale revenue went from €227,864 thousand in the year ended 28 February 2017
to €218,458 thousand in the year ended 28 February 2018, a fall of €9,406 thousand or
4.1%. The continued and physiological action of streamlining the network has led to a fall
of 8 sales outlets compared with the 28 February 2017, plus the anticipated impact of
the new direct stores on the Wholesale network. However, taking into consideration the
sales developed by the channel through the pick&pay arrangement, the affiliate network
recorded a positive performance significantly better than the reference market.

B2B revenue went from €102,658 thousand in the year ended 28 February 2017 to
€118,937 thousand in the year ended 28 February 2018, an increase of €16,279 thousand
or 15.9%. The B2B channel targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment).

5.18 Other income


Below is a break down of the item “Other income” for the financial years ended 28
February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Other income 2,949 3,468

Insurance reimbursements 1,858 1,181

Rental and lease income 1,588 1,711

Total Other Income 6,395 6,360

The item includes rental income relating to the sub-leasing of spaces for other activities,
and insurance claims relating to theft or damage caused to stores. The increase is due to
income received for agreements based on the service progress status as at the end of the
financial year. The item also includes the insurance refund of € 800 thousand, obtained in
relation to the fire that occurred on 25 February 2017 at the Oderzo (TV) store.
5.19 Purchases of materials and external services
Below is a breakdown of the item “Purchases of materials and external services” for the
financial years ended 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Purchase of goods 1,500,427 1,295,389

Building rental and expenses 64,099 58,289

Marketing 50,368 51,613

Transport 42,832 32,482

Utilities 12,765 12,017

Consulting 9,233 10,904

Maintenance and rental charges 10,498 10,745

General sales expenses 8,858 7,497

Other costs 8,055 6,126

Purchase of consumables 4,629 4,377

Travel expenses 2,978 2,143


Payments to administrative and
supervisory bodies 798 356
Total Purchases of materials
and external services 1,715,540 1,491,938

Changes in inventory (41,193) (5,177)

Total, including the change in inventories 1,674,347 1,486,761

The item “Purchases of materials and external services”, taking into account the item
“Change in inventories”, rose from €1,486,761 thousand as at 28 February 2017 to
€1,674,347 thousand in the period ended 28 February 2018, an increase of €187,586
thousand or 12.6%.

The main increase is attributable to the item “Purchase of goods” for €205,038 thousand
resulting from the increase in sales as a result of: (i) the acquisition of the 21 Andreoli S.p.A.
sales outlets, operational from 1 July 2017 (ii) the gradual reopening, from 16 November
2017, of the 19 sales outlets acquired from Gruppo Cerioni S.p.A., (iii) the acquisition of
the flagship store in the Euroma2 shopping centre, which opened on 20 September 2017;
(iv) the new openings which took place in the financial year in question, a total of 5 Retail
sales outlets, in Bergamo, Novara, Genova, Rome Trastevere and, most recently, on 8
December, in Modena and (v) the new openings of Travel sales outlets at the airports of
Capodichino and Orio al Serio.

The item “Building rental and expenses” rose by €5,810 thousand compared with 28
February 2017, an increase of 10.0%; this increase is due to the re-entering into agreements
of. (i) 21 sales outlets belonging to the Andreoli S.p.A. business unit, (ii) 19 sales outlets
belonging to the Cerioni S.p.A. business unit, (iii) the flagship store in the Euroma2
shopping centre, and (iii) the new openings of sales outlets during the year. The cost of
like-for-like rentals, on the other hand, is significantly down compared with the previous
year.
Consolidated Financial Statements 226 - 227

The item “Marketing” fell by €51,613 thousand as at 28 February 2017 to €50,368 thousand
as at 28 February 2018. Marketing and advertising were structured and planned to direct
potential customers to physical points of sale and to the Online channel. There was a fall
in traditional marketing activities in the year ended 28 February 2018, partly offset by the
increase in digital marketing activities.

The item “Transport” rose from €32,482 thousand as at 28 February 2017 to €42,832
thousand as at 28 February 2018, mainly as a result of the increased volume of business
and due to the increasing weight of home deliveries relating to online orders.

The item “Utilities” increased by €748 thousand compared with 28 February 2017 or 6.2%,
with the increase mainly due to the increase in the number of sales outlets recorded in
the year.

The item “Consultancy” fell by €10,904 thousand as at 28 February 2017 to €9,233


thousand as at 28 February 2018. The performance is due to the combined effect of: (i)
a decrease mainly related to the costs incurred by the Company relating to the listing
of the Company’s shares on the STAR segment of the Mercato Telematico Azionario run
by Borsa Italiana S.p.A. which concluded on 4 April 2017, (ii) the increase as a result of
the consultancy fees incurred for the acquisition of Monclick S.r.l. and the acquisition of
the business units from Andreoli S.p.A. and Cerioni S.p.A. and (iii) the increase of the
consultancy fees incurred for the incorporation of the subsidiary company Monclick.

The item “General sales costs” rose by €7,497 thousand as at 28 February 2017 to €8,858
thousand as at 28 February 2018. The item mainly includes the cost of fees on sales
transactions with the increase due to the increase in turnover.

The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and
security. The item rose by €1,929 thousand compared with 28 February 2017, or 31.5%,
with the increase mainly relating to: (i) the increase in the cost of insurance, particularly
following the catastrophic events due to the fire at the Oderzo point of sale which took
place on 25 February 2017 and the theft at the Piacenze warehouse which took place in
August 2017 with a new insurance contract signed with a new pool of insurers which led
to an increase in the premium and (ii) the increase recorded in support activities for listed
companies. The effect of that item on revenues is substantially unchanged, equal to 0.4%
at 28 February 2018 (0.4% at 28 February 2017).
5.20 Personnel expenses
Below is a breakdown of the item “Personnel costs” for the financial years ended 28
February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Salaries and wages 113,598 97,630

Welfare expenses 32,429 29,165

Severance pay 7,604 6,833

Restructuring fund provisions/(releases) - -

Other personnel costs 2,664 3,005

Total personnel costs 156,295 136,633

Personnel costs went from €136,633 thousand in the year ended 28 February 2017 to
€156,295 thousand in the year ended 28 February 2018, an increase of €19,662 thousand
or 14.4%.

The item “Salaries and wages” increased by €15,968 thousand or 16.4%, with the increase
mainly due to: (i) the acquisition of the business units from Andreoli S.p.A., Cerioni
S.p.A., (ii) the acquisition of the flagship store in the Euroma2 shopping centre, (iii) the
increase in employees following the opening of 7 new stores, (iv) the adaptation of the
central structure to meet stock exchange requirements and the reinforcement of several
strategic functions and (v) the adaptation of the existing employment contracts which
were renewed on 30 March 2015 which included, among other things, a contractual
increase valid from 1 August 2017.

The item “Other personnel costs”, stood at €2,664 thousand as at 28 February 2018
(€3,005 thousand at 28 February 2017) and mainly included: (i) the recognition of
€1,352 thousand as the cost of the share-based payment plan - Long Term Incentive Plan
concluded during the year and (ii) the recognition of €706 thousand as the cost of the
share-based payment plant - Call option agreement concluded following the positive
outcome of the listing that took place on 4 April 2017. Refer to Note 5.26 for more details
about the share-based payment agreements.
Consolidated Financial Statements 228 - 229

5.21 Other operating costs and expenses


Below is a breakdown of the item “Other operating costs and expenses” for the financial
years ended 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Non-income based taxes 7,398 5,160

Provision for supplier bad debts 489 -

Provision for the write-down of other assets 178 -

Bad debt provision 146 -

Other operating expenses 320 217

Total other operating costs and expenses 8,531 5,377

”Other operating costs and expenses” went from €5,377 thousand in the year ended 28
February 2017 to €8,531 thousand in the year ended 28 February 2018, an increase of
€3,154 thousand or 58.7%.

The increase is mainly due to the increase in taxes and duties not on income as a result of
the increase in the number of store and the write-down of doubtful receivables.

The item “Other operating costs” includes costs for charities, customs and capital losses.

5.22 Depreciation amortisation and write-downs


Below is a breakdown of the item “Depreciation, amortisation and write-downs” for the
financial years ended 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Depreciation and amortisation of tangible fixed assets 15,517 13,312

Depreciation and amortisation of intangible fixed assets 5,222 3,794


Write-downs/(write backs) of tangible and intangible
fixed assets 989 852

Total depreciation, amortisation and write-downs 21,728 17,958

The item “Depreciation, amortisation and write-downs” went from €17,958 thousand in
the year ended 28 February 2017 to €21,728 thousand in the year ended 28 February
2018, an increase of €3,770 thousand or 21.0%. The increase relates to the progressive
increase in investments made in recent years also related to new acquisitions.

The item “Write-downs/(write-backs) of tangible and intangible fixed assets” increased


in the year ended 28 February 2018 compared with the year ended 28 February 2017 as
a result of the interventions at the sales outlets. The item also includes the write-down
of the assets relating to the stores for which onerous contracts were identified, in other
words rental agreements in which the non-discretionary costs necessary for fulfilling the
obligations undertaken outweigh the economic benefits expected to be obtained from
the contract.

5.23 Financial income and Financial expenses


Below is a breakdown of the item “Financial income” for the financial years ended 28
February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Interest income 26 27

Other financial income 277 331

Total financial income 303 358

“Financial income” went from €358 thousand in the year ended 28 February 2017 to €303
thousand in the year ended 28 February 2018, down €55 thousand. The change is mainly
due to the income for exchange rate gains and the decrease in bank interest income.

The breakdown of the item “Financial expense” is given below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Interest expense on bank loans 6,652 3,708

Other financial expense 1,281 1,726

Interest expense toward parent company - 788

Total Financial Expenses 7,933 6,222

“Financial expense” went from €6,222 thousand in the year ended 28 February 2017 to
€7,933 thousand in the year ended 28 February 2018, up €1,711 thousand or 27.5%.

The item “Interest expense on bank loans” increased at 28 February 2018 by €2,944
thousand compared with the previous period with this increase due mainly to the
combined effect of the greater financial interest of €3,128 thousand due to the transfer
to the income statement of the amortised cost of the Euro Term and Revolving Facilities
Agreement as a result of the conclusion which took place on 22 December 2017 of the
Loan Agreement and the lower interest expense recorded in the year relating to the
Euro Term and Revolving Facilities Agreement due to the fall in the margins applied,
as a result of the improvement recorded in the leverage ratio at the reporting dates.
The interest rate of the Euro Term and Revolving Facilities Agreement was equal to the
sum of (i) the Euribor parameters and (ii) a margin with a different annual percentage
for each individual line. The Euro Term and Revolving Facilities Agreement involves
a mechanism that changes the above-mentioned margin according to the level of
a certain contractual index (leverage ratio), calculated at the reporting dates of the
financial covenants.

The item “Interest expense toward parent company” equal to zero at 28 February 2018
Consolidated Financial Statements 230 - 231

(€788 thousand at 28 February 2017) included the interest accrued on the shareholders’
loan repaid on 28 November 2016.

The item “Other financial expenses” equal to €1,281 thousand as at 28 February 2018
(€1,726 thousand as at 28 February 2017) mainly include the interest relating to other
financial liabilities and expenses relating to cash discounts recognised to customers. This
item fell by €445 thousand; the decrease is mainly due to the greater costs incurred in
the previous year for: (i) the waiver request to the Lending Banks aimed at obtaining the
latter’s consent for the distribution of dividends and the repayment of the shareholders’
loan made in the nine-month period ended 30 November 2016 and (ii) the Amendment
Proposal for the Loan Agreement aimed at bringing the contract into line with the rules
applicable to listed companies and market practices for financing transactions in favour
of listed companies.

5.24 Income taxes


Below is a breakdown of the item “Income taxes” for the financial years ended 28 February
2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Current taxes (1,676) (1,309)

Deferred taxes 482 501

Tax provision allocation 497 (1,867)

Total (697) (2,675)

The table below contains the reconciliation of the theoretical tax burden with the actual one:

Year ended
(In thousands of Euros and as a
percentage of the profit before tax) 28 February 2018 % 28 February 2017 %

Profit of period before taxes 11,655 14,262

Theoretical income tax (IRES) (2,797) 24.0% (3,922) 27.5%

IRAP (1,255) (10.8%) (1,309) (9.2%)


Tax effect of permanent
differences and other differences 2,858 24.5% 4,423 31.0%

Tax for the period (1,194) (808)


(Accrual to)/release from tax
provision 497 (1,867)

Total taxes (697) (2,675)

Actual tax rate (6.0%) (18.8%)


The impact of taxes on income is calculated considering (accrual to)/release from tax
provision for tax disputes. In the financial years ended 28 February 2018 and 28 February
2017, the impact of taxes on the pre-tax result was 6.0% and 18.8%, respectively; the fall
was due to the recording of deferred tax income on tax losses of €3,113 thousand and on
release of the tax provision. For more details, please see Note 5.4.

The item “Allocation to tax provision” went from a provision of €1,867 thousand in the
financial year ended 28 February 2017 to a release €497 thousand in the financial year
ended 28 February 2018. During the year, Unieuro made a release of €592 thousand and
a provision of €95 thousand.

5.25 Basic and diluted earnings per share


The basic earnings per share are calculated by dividing the result for the consolidated
period by the average number of ordinary shares. The details of the calculation are given
in the table below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Adjusted consolidated profit (loss) for the year [A] 10,958 11,587

Average number of shares (in thousands) [B] (1)


20,000 20,000

Basic and diluted earnings per share (in Euro) [A/B] 0.55 0.58

(1)
The average number of shares (in thousands) considered for the purpose of calculating the basic earnin-
gs per share was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.

The details of the calculation of the diluted earnings per share are given in the table
below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Result for the period/financial year [A] 10,958 11,587

Average number of shares (in thousands) [B] (1)


20,000 20,000

Effect of the options on shares upon issuance [C] (2)


39 0

Diluted earnings per share (in Euro) [A/(B+C)] 0.55 0.58

The average number of shares (in thousands) considered for the purpose of calculating the diluted ear-
(1)

nings per share was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.
(2)
The effect of share options at the time of issuance, considered for the purpose of calculating the diluted
earnings per share, refers to shares assigned according to the share-based payment plan, known as the
Long Term Incentive Plan, which, as provided for by IFRS 2, are convertible based on the conditions
accrued in the respective financial years.
Consolidated Financial Statements 232 - 233

5.26 Statement of cash flows


The key factors that affected cash flows in the three years are summarised below:

Net cash flow generated/(absorbed) by operations

Year ended

(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017

Cash flow from operations

Consolidated profit (loss) for the year 5.10 10,958 11,587

Adjustments for:

Income taxes 5.24 697 2,675

Net financial expenses (income) 5.23 7,630 5,864

Depreciation, amortisation and write-downs 5.22 21,728 17,958


(Profits)/losses from the sale of property, plant and
machinery 5.1 (31)

Other changes 1,386 3,766

42,399 41,819

Changes in:

- Inventories 5.6 (41,193) (5,178)

- Trade receivables 5.7 18,940 151

- Trade payables 5.16 47,042 1,174


5.5-5.14-
- Other changes in operating assets and liabilities 5.15 21,213 23,488

Cash flow generated/(absorbed) by operating activities 46,002 19,635

Taxes paid 5.24 - -

Interest paid 5.23 (8,825) (4,931)


Net cash flow generated/(absorbed) by operating
activities 5.26 79,576 56,523

The net cash flow generated/(absorbed) by operations went from €56,523 thousand in
the year ended 28 February 2017 to €79,576 thousand in the year ended 28 February
2018, an increase of €23,053 thousand. The larger cash flows generated were mainly
influenced by the combined effect resulting from:
• the greater liquidity generated by the changes in the cash flow generated/(absorbed)
by operations of €26,367 thousand;
• the higher income flows for the year (composed of the changes that took place in the
adjusted result for the period of income taxes, net financial expense/(income) and
other non-monetary changes) of €580 thousand;
• the higher financial expenses paid of €3,894 thousand.

In the year ended 28 February 2018, the cash flow generated/(absorbed) by operations
(composed of the changes in warehouse inventories and trade receivables and payables
and in other operating assets and liabilities) and the related cash flows, generated greater
liquidity compared with the previous year of €26,367 thousand, going from a cash flow
of €19,635 thousand in the year ended 28 February 2017 to a positive flow of €46,002
thousand in the year ended 28 February 2018. Specifically, the positive performance of the
Net Working Capital is associated, with reference to trade payables, with: (i) promotions
carried out in February 2018, concerning product categories with improved payment
conditions compared with those of the previous year and (ii) an increase in the number
of sales outlets as a result of the acquisitions of the Andreoli S.p.A. and Cerioni S.p.A.
business units, the flagship store in the Euroma2 shopping centre and the new openings
in the year, which generated a positive impact on the trend in trade payables, more than
offsetting the growth in inventories.

In addition, the net cash flow generated/(absorbed) by operating activities was affected
by the payment of greater financial expenses of €2,600 thousand compared with the
previous year as a result of the payment of the financing fees associated with the signing
of the new Loan Agreement which took place on 22 December 2017.

Cash flow generated (absorbed) by investment activities

Year ended

(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017

Cash flow from investment activities

Purchases of plant, equipment and other assets 5.1 (28,448) (23,479)

Purchases of intangible assets 5.3 (8,812) (4,419)

Goodwill acquired against payment 5.2 - -


Collections from the sale of plant, equipment and other
assets 5.1 1 61

Equity investments - -
Investments for business combinations and business
units 5.5 (14,485) -

Net cash inflow from acquisition 5.9 233 -


Cash flow generated/(absorbed) by investing
activities 5.26 (51,511) (27,837)

Investment activities absorbed liquidity of €51,511 thousand and €27,837 thousand,


respectively, in the years ended 28 February 2018 and 28 February 2017.

With reference to the year ended 28 February 2018, the Company’s main requirements
involved:
• Investments in companies and business units for €14,485 thousand, partially offset
by net cash acquired at the time of acquisition of €233 thousand. The investments in
question refer to the purchase price for the business unit bought from Andreoli S.p.A.
for €9,381 thousand, from Monclick for €3,500 thousand and from the Cerioni S.p.A.
business unit for €1,604 thousand. The contribution of net cash from acquisition refers
to the remnants in Monclick current accounts at the first consolidation date net of the
current financial liabilities acquired.
• investments in plant, machinery and equipment of €28,448 thousand, mainly relate to
interventions at sales outlets opened, relocated or renovated during the year;
• investments in intangible fixed assets of €8,812 thousand relating to the development
of the website www.unieuro.it and IT systems at the Forlì headquarters.
Consolidated Financial Statements 234 - 235

Cash flow generated/(absorbed) by financing activities

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Cash flow from investment activities

Increase/(Decrease) in financial liabilities 16,529 (4,137)

Increase/(Decrease) in other financial liabilities 154 998

Increase/(Decrease) in shareholder loans - (20,442)

Distribution of dividends (20,000) (3,880)


Net cash and cash equivalents generated by financing
activities (3,317) (27,461)

Financing absorbed liquidity of €3,317 thousand in the year ended 28 February 2018 and
€27,461 thousand for the year ended 28 February 2017.

The cash flow from financing activities as at 28 February 2018 mainly reflects:
• an increase in financial liabilities of €16,529 thousand mainly due to the restructuring
of the lines of credit following the conclusion of the new loan which took place on 22
December 2017.
• an increase in other financial liabilities of €154 thousand mainly due to the increase in
debts of assets subject to financial leasing.
• the distribution of a dividend of €20,000 thousand of which €11,587 thousand in
respect of the profit for the year ended 28 February 2017 and €8,413 thousand from
the use of part of the extraordinary reserve, as approved on 20 June 2017 by the
Shareholders’ Meeting.

5.27 Share-based payment agreements

Call Option Agreement


On 22 October 2014 the shareholders of Venice Holdings S.r.l. (“Shareholders of Venice
Holdings”) concluded a 5-year call option agreement which involves the commitment of
shareholders - if the sale of the majority of shares owned by them in the share capital of
Venice Holdings S.r.l. (hereinafter also “Venice Holdings”) is concluded - to approve an
increase in the share capital of Venice Holdings, to be released in two tranches (tranche A
and tranche B), reserved to certain managers and employees of Unieuro and the former
Unieuro, holders of Venice Holding shares. The beneficiaries, who should be in office
when the sale takes place, have been allocated a right of pre-emption that is conditional
(at the change of control of Venice Holdings) on subscribing (in full or in part) to the
two tranches of the Venice Holdings share capital increase which is the subject of the
commitment undertaken by the shareholders themselves. The right of pre-emption does
not have a deadline.

Specifically, in the Call Option Agreement these options give the right to subscribe a
certain portion of the share capital of Venice Holdings at a fixed issue price equal to:
792 Euro units for the first tranche (tranche A and tranche B) plus 8% per year from 30
November 2013 until the time the option is exercised, and 792 Euro units for the second
tranche (tranche B) plus 25% per year from 30 November until the time the option is
exercised.

Following the merger by incorporation of Venice Holdings into Italian Electronics


Holdings S.r.l., the commitments undertaken pursuant to the Call Option Agreement
were confirmed. Therefore, the managers and employees who signed the agreement
had the right to subscribe shares in the capital increase which will be approved by the
Shareholders’ Meeting of Italian Electronics Holdings S.r.l. if the change of control takes
place pursuant to the Call Option Agreement.

During the financial year ended 28 February 2017, Unieuro launched all the internal
preparatory activities for the listing of the Unieuro’s shares on the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A. The listing project was
formally ratified by the Shareholders’ Meeting of 12 December 2016. Following the launch
of the listing project, in order to confirm the incentive of the assignees of the Call Option
Agreement, the reference shareholder (Italian Electronics Holdings S.r.l.) decided to
change the original options plan at the beginning of February 2017 by a renunciation of
the previous Call Option Agreement and a simultaneous assigning of a new options plan
called the Transaction Bonus lasting 5 years which involved the commitment of Italian
Electronics Holdings S.r.l.: (i) if the result of the admission to listing process is positive,
the allocation to certain Company managers, on the day of the establishment of the
placement price, by Italian Electronics Holdings, of a number of Company shares free of
charge, with the obligation to sell the shares granted on the day of the placement and
to other managers of a sum in Euros equal to the value of a pre-established number of
shares at the placement price; (ii) in the case of the sale to a third-party of all or some of
the Company shares, the granting to certain Company managers and employees, before
the transfer to third-parties, by Italian Electronics Holdings, of a number of Company
shares free of charge, with the obligation to sell the shares granted to the third-party
buyer. The realisation of events was mutually exclusive therefore, as the first event is
realised in terms of time, the possibility of the second event automatically becomes
ineffective. On 4 April 2017, Italian Electronics Holdings S.r.l. completed the process of
listing Unieuro S.p.A. shares on the STAR Segment of the Mercato Telematico Azionario
of Borsa Italiana S.p.A., placing 31.8% of the Company’s share capital for a total value
of €70 million. From 3 May 2017, the greenshoe option granted by Italian Electronics
Holdings S.r.l. was partially exercised for 537,936 shares compared to the 636,363 shares
that had been the object of the Over Allotment. The purchase price of the shares that
were the object of the greenshoe option was €11.00 per share, which corresponds to
the offer price which was set for the placement, totalling €5,917 thousand. The share
settlement relative to the greenshoe option took place on 8 May 2017. On 6 September
2017, Italian Electronics Holdings placed, under the accelerated bookbuilding procedure,
3,500 thousand ordinary shares, corresponding to 17.5% of the share capital of Unieuro, at
the price of €16 per share. The settlement of the transaction took place on 8 September
2017. The total amount was €56,000 thousand.

The revision of the assignment mechanism, which took place by revoking the previous
Call Option Agreement and simultaneously having beneficiaries sign the Transaction
Bonus, was structured as an amendment to the existing plan which resulted in an event
to accelerate the vesting period.
Consolidated Financial Statements 236 - 237

To define the length of the vesting period, the new deadline considered for the service
period of the recipients for the purpose of the definition of the vesting period, was 4
April 2017, the placement date of the shares on the Mercato Telematico Azionario. The
amount of personnel costs to be allocated to the income statement, with the offsetting
item being the specific reserve for share-based payments, was therefore revised in the
light of the new vesting deadline.

In the financial statements for the year ended 28 February 2018 the evaluation of the
probable market price of the options is recorded using the binomial method (Cox – Ross
– Rubinstein).

In determining the fair value at the allocation date of the share-based payment, the
following data was used:

Tranche A Tranche B

Fair value at grant date €610.00 €278.00

Price of options at grant date €8.55 €1.01

Exercise price €792 + 8% annuale €792 + 25% annuale

Anticipated volatility 30% 30%

Duration of the option 5 anni 5 anni

Expected dividends 0% 0%
ECB return ECB return
Eurozone government bonds Eurozone government bonds
Risk-free interest rate (AAA) (AAA)

Illiquidity discount 33.3% 33.3%


The number of outstanding options is as follows:

Tranche A Tranche B
Number of Number of Number of Number of
options options 28 options options 28
28 February February 28 February February
2018 2017 2018 2017

Existing at the start of the financial year - 9,305 - 4,653

Exercised during the financial year - - - -

Granted during the financial year - - - -

Contribution from merger - - - -


Withdrawn during the financial year (bad
leaver) - - - -

Plan amendment (Transaction Bonus) - (9,305) - (4,653)

Existing at the end of the financial year - - - -


Not granted at the start of the financial
year - 4,902 - 2,451

Exercisable at the end of the financial year - - - -

Contribution from merger - - - -

Plan amendment (Transaction Bonus) - (4,902) - (2,451)

Not granted at the end of the financial year - - - -

Note that, as mentioned above, the Transaction Bonus constitutes a change to the existing
plan which caused an acceleration event in the vesting period.

Long Term Incentive Plan


On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the
adoption of a stock option plan Long Term Incentive Plan” (hereinafter the “Plan” or
“LTIP”) reserved for Executive Directors, associates and employees (executives and
others) of Unieuro. The Plan calls for assigning ordinary shares derived from a capital
increase with no option rights pursuant to Art. 2441, paragraphs 5 and 8 of the Italian Civil
Code approved by the Company’s Shareholders’ Meeting on the same date.

The Plan specifies the following objectives: (i) focusing the attention of the recipients
on the strategic factors of Unieuro and the Group, (ii) retaining the recipients of the plan
and encouraging their remaining with Unieuro and/or other companies of the Group, (iii)
increasing the competitiveness of Unieuro and the Group in their medium-term objectives
and identifying and facilitating the creation of value both for Unieuro and the Group and
for its shareholders, and (iv) ensuring that the total remuneration of recipients of the Plan
remains competitive in the market.

The implementation and definition of specific features of the Long Term Incentive Plan
were referred to the same Shareholders’ Meeting for specific definition by the Unieuro
Board of Directors. On 29 June 2017, the Board of Directors approved the plan regulations
for the plan (hereinafter also “Regulations”) whereby the terms and conditions of
implementation of Long Term Incentive Plan were determined.
Consolidated Financial Statements 238 - 239

The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.

The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to
the conclusion of the listing of the Company by 31 July 2017 (“IPO”);
• Recipients : the Long Term Incentive Plan is addressed to Directors with executive
type positions, associates and employees (managers and others) of Unieuro that were
identified by the Board of Directors within those who have an ongoing employment
relationship with Unieuro and/or other companies of the Group. Identification of the
Recipients was made on the basis of a discretionary judgment of the Board of Directors
that, given the purpose of Long Term Incentive Plan, the strategies of Unieuro and the
Group and the objectives to be achieved, took into account, among other things, the
strategic importance of the role and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
ordinary shares in the Company for a maximum of 860,215 options, each of which
entitling the bearer to subscribe one newly issued ordinary share (“Options”). If
the target is exceeded with a performance of 120%, the number of Options will be
increased up to 1,032,258. A share capital increase was approved for this purpose for
a nominal maximum of €206,452, in addition to the share premium, for a total value
(capital plus premium) equal to the price at which Unieuro’s shares will be placed on
the MTA through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights : the subscription of the shares can only be carried out after 31
August 2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options
will happen on 31 August 2020 provided that: (i) the working relationship with the
Recipient persists until that date, and (ii) the objectives are complied with, in terms
of distributable profits, as indicated in the business plan on the basis of the following
criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to €11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Long Term
Incentive Plan until completion of the vesting period (29 February 2020) with the
exercise of company rights pertaining to the Shares obtained during that year with the
exercise of Subscription Rights
• Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July
2025.

In the financial statements the evaluation of the probable market price of the options
is recorded using the binomial method. The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the Recipients leaving the plan, which ranges from 5% to 15% and the probability of
achieving the performance targets were taken into account.

In determining the fair value at the allocation date of the share-based payment, the
following data was used:

Fair value at grant date €7.126

Price of options at grant date €16.29

Exercise price €11.00

Anticipated volatility 32%

Duration of the option 5.5 anni

Expected dividends Expected dividends 2018-2020

Risk-free interest rate (based on government bonds) 0%

The number of outstanding options is as follows:

Number of options 28 February 2018

Existing at the start of the financial year -

Exercised during the financial year -

Granted during the financial year 831,255

Contribution from merger -

Withdrawn during the financial year (bad leaver) -

Existing at the end of the financial year 831,255

Not granted at the start of the financial year 860,215

Exercisable at the end of the financial year -

Not granted at the end of the financial year 28,960


Consolidated Financial Statements 240 - 241

5.28 Business unit combinations

Acquisition of Monclick S.r.l.


On 9 June 2017, Unieuro completed the acquisition from Project Shop Land S.p.A. for
100% of Monclick shares. (“Monclick”), a leading online operator in Italy, is active in the
consumer electronics market and in the B2B2C online market. Monclick represents a “pure
player” in the Italian panorama of e-commerce, that is, a company that sells products only
through the web channel, without having physical sales or pick-up points.

The acquisition, announced on 23 February 2017, has a strong strategic value for Unieuro
as it allows it to significantly increase its turnover in the online segment, reinforcing its
positioning in the domestic market and allowing entry into the promising B2B2C sector.

The transaction value is €10 million, of which €3.5 million was paid at the closing and the
remainder spaced out over 5 years.

The financial statements of the subsidiary Monclick were included in the consolidated
financial statements starting from 1 June 2017. The Directors estimated that no significant
changes have occurred in the fair value of the assets acquired between the date when
Unieuro took control (9 June 2017) and the date of first consolidation (1 June 2017).

The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired Identifiable Recognised


assets assets assets
(Amounts in thousands of Euros) (liabilities) (liabilities) (liabilities)
Plant, machinery, equipment and other assets and
intangible assets with finite useful life 284 - 284

Other non-current assets 44 - 44

Deferred tax assets 630 (630) 0

Inventories 3,154 (370) 2,784

Trade receivables 23,542 (233) 23,309

Trade payables (29,354) (376) (29,730)

Other current assets/liabilities 1,368 - 1,368

Employee benefits (491) - (491)

Financial liabilities (3,784) - (3,784)

Cash and cash equivalents 4,019 - 4,019

Total net identifiable assets (588) (1,609) (2,197)

The identifiable assets (liabilities) were determined on a provisional basis as provided by


IFRS 3, and refer to: (i) write-downs of deferred tax assets considered not recoverable
on the basis of actual tax results expected at €630 thousand, (ii) write-down of obsolete
inventories for €370 thousand, (iii) write-down of receivables held in bad debts at the
acquisition date for €233 thousand and (iv) write-down of receivable notes from suppliers
deemed non-collectable at the acquisition date for €376 thousand.
The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:

(Amounts in thousands of Euros) 31 May 2017

Transaction consideration (10,000)

% Acquired 100%

Shareholders’ Equity of Monclick (588)

Fair Value adjustment of acquired assets (liabilities) (1,609)

Inventories (370)

Trade receivables (233)

Trade payables (376)

Deferred tax assets (630)

IFRS Transition (123)

Employee benefits (123)

Excess Price to be Allocated (12,320)

Software 1,284

Monclick brand 4,641

Customer List 1,178

Deferred tax liabilities (1,982)

Residual goodwill 7,199

The intangible assets in Monclick are classified according to IFRS 3, in three main
categories:
• Marketing-related intangible assets: these are intangible assets that are used primarily
for marketing and promoting the company’s products and services (brands, etc.);
• Customer-related intangible assets: this category includes a number of intangible
assets (customer relationship, database, etc.) characterised by the presence of a
relationship between the company and its customer base, actual or potential;
• Technology-related intangible assets: this category contains technology in the
broad sense (patented and unpatented), including software, that are essential to the
functioning of the business.

Monclick operates in two business lines that appeal to the same consumers, while reaching
them through two different channels: (i) Online, which includes online sales of consumer
products directly to the final consumer through “Monclick” website, and (ii) B2B2C, that
is, the channel for products and services sold to the final consumer through partnerships
with large companies.

These channels, while still using a common platform of shared resources, differ by the type
of customers, a factor that determines a differentiation, both for a specific management
approach as well as in growth prospects.

The management believes that, based on the highlighted Monclick business lines, it can
therefore be respectively be placed in the following Unieuro CGU: (i) Retail CGU, relating
Consolidated Financial Statements 242 - 243

to all cash flows from distribution channels Retail, Online and Travel, and the B2B CGU,
relating to the wholesale supply of products within the framework of the business-to-
business channel.
Residual goodwill measured during the business combination for €7,199 thousand was
respectively allocated in an amount equal to 85% (€6,151 thousand) in the Retail CGU, and
in an amount equal to 15% (€1,048 thousand) in the B2B CGU.
It should be noted that, at the time of acquisition, Unieuro availed itself of the right
provided under IFRS 3 to carry out a provisional allocation of the cost of the business
combination at the fair value of the assets, liabilities and contingent liabilities (of the
acquired business). If new information obtained during one year from the acquisition date,
relating to facts and circumstances existing at the acquisition date, leads to adjusting the
amounts indicated or any other fund existing at the acquisition date, accounting for the
acquisition will be revised.

Acquisition of Andreoli S.p.A. business unit


On 17 February 2017, Unieuro completed the acquisition of a business unit from Andreoli
S.p.A., in an agreement among creditors, consisting of 21 stores located mainly in central
Italy, situated in shopping centres and sized between 1,200 and 1,500 square metres. The
acquired chain previously operated under the brand name Euronics in southern Lazio,
Abruzzo and Molise.

The acquisition is of great strategic value for Unieuro because it enables significantly
increasing sales thereby strengthening its position in the domestic market.

The consideration for the sale of the company is €12,200 thousand and is adjusted as
follows:
• €3,900 thousand were paid by Unieuro as a deposit for the submission of the tender
offer within the competitive procedure under Article 163-bis of the Italian Bankruptcy
Law;
• €2,819 thousand through the assumption of the debt owed by Andreoli S.p.A to its
transferred employees;
• €5,481 thousand by bank transfer executed on 17 May 2017.

The values relating to assets acquired and liabilities assumed are reflected in the Financial
Statements from the date Unieuro acquired control, namely 17 May 2017.
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired Identifiable Recognised


assets assets assets
(Amounts in thousands of Euros) (liabilities) (liabilities) (liabilities)
Plant, machinery, equipment and other assets and
intangible assets with finite useful life 667 0 667

Other current assets/liabilities (1,983) (109) (2,092)

Employee benefits (836) 0 (836)

Provisions (71) (71)

Other financial liabilities (87) 0 (87)

Total net identifiable assets (2,239) (180) (2,419)

The identifiable assets (liabilities) were determined on a provisional basis as provided by


IFRS 3, and refer to: (i) liabilities refer to transferred employees for holidays and leave of
€(61) thousand and (ii) disputes at the time of acquisition of the Andreoli S.p.A. branch of
business for Euro (71) thousand e (iii) liabilities relating to transferred contracts of €(48)
thousand.

The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:

(Amounts in thousands of Euros) 28 February 2018

Transaction consideration (12,200)

Assumption of debt of personnel 2,819

Transaction consideration excluding assumption of personnel debt (9,381)

Acquired assets (liabilities) (2,239)

Fair Value adjustment of acquired assets (liabilities) (180)

Other current assets/liabilities (109)

Provisions (71)

Excess Price to be Allocated (11,800)

Key Money 1,300

Residual goodwill 10,500

As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. Key money paid for the opening of sales outlets is considered as severance costs
with reference to property leases and feature a ratio between the location of the sales
outlet and the factors such as the high number of visitors, the prestige of having a sales
outlet in a certain location and protecting an area where a competitor is present. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at €1,300 thousand.
Consolidated Financial Statements 244 - 245

The residual goodwill measured during the business combination at €10,500 thousand
was allocated to the Retail CGU relating to all cash flows from Retail, Online and Travel
distribution channels.

Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. No significant changes
are expected compared to what has already been accounted.

Acquisition of Cerioni S.p.A. business unit


On 31 October 2017 Unieuro completed the acquisition of a business unit from Cerioni
S.p.A., composed of 19 direct sales outlets in central/northern Italy. The chain acquired
previously operated under the Euronics brand. The acquisition took place in three phases
through the sale of three groups of stores constituting a business sub-unit.

The acquisition is of great strategic value for Unieuro because it enables significantly
increasing sales thereby strengthening its position in the domestic market.

The consideration for the sale of the company is €8,004 thousand and is adjusted as
follows:
• €1,200 thousand was paid by Unieuro at the time of the agreement;
• €1,334 thousand through the assumption of the debt owed by Cerioni S.p.A to its
transferred employees;
• €400 thousand was paid by Unieuro at the first execution date;
• €4 thousand was paid by Unieuro at the third execution date;
• The remaining part equal to €5,066 thousand will be paid in six equal half-yearly
instalments from 10 July 2018.

The values relating to assets acquired and liabilities assumed are reflected in the Financial
Statements from the date Unieuro acquired control of the three groups of stores.
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired Identifiable Recognised


assets assets assets
(Amounts in thousands of Euros) (liabilities) (liabilities) (liabilities)
Plant, machinery, equipment and other assets and
intangible assets with finite useful life 1,260 - 1,260

Other current assets/liabilities (915) - (915)

Employee benefits (419) - (419)

Total net identifiable assets (74) - (74)

The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:

(Amounts in thousands of Euros) 28 February 2018

Transaction consideration (8,004)

Assumption of debt of personnel 1,334

Transaction consideration excluding assumption of personnel debt (6,670)

Acquired assets (liabilities) (74)

Fair Value adjustment of acquired assets (liabilities) 0

Excess Price to be Allocated (6,744)

Key Money 1,090

Residual goodwill 5,654

As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. Key money paid for the opening of sales outlets is considered as severance costs
with reference to property leases and feature a ratio between the location of the sales
outlet and the factors such as the high number of visitors, the prestige of having a sales
outlet in a certain location and protecting an area where a competitor is present. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key Money at €1,090 thousand.

The residual goodwill measured during the business combination at €5,654 thousand
was allocated to the Retail CGU relating to all cash flows from Retail, Online and Travel
distribution channels.

Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. No significant changes
are expected compared to what has already been accounted
Consolidated Financial Statements 246 - 247

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6. Related-party transactions
The tables below summarise the Group’s credit and debt relations with related parties as
at 28 February 2018 and as at 28 February 2017:

Credit and debt relations with related-parties


(Amounts in thousands of Euros) as at 28 February 2018
Total Impact on
Statutory Board of Main balance balance
Type Auditors Directors managers Total sheet item sheet item

As at 28 February 2018

Other current liabilities (75) (190) (365) (630) (163,342) 0.4%

Other non-current liabilities - - (487) (487) (718) 67.8%

Total (75) (190) (852) (1,117)

(Amounts in thousands of Euros)


Italian
Electronics Statutory Rhône Capital
Type Holdings Ni.Ma S.r.l. Auditors II L.P.

As at 28 February 2017

Trade receivables 179 65 - -

Trade payables - (15) - -

Current tax assets 4,042 - - -

Other current liabilities - - (29) (80)

Other non-current liabilities - - - -

Total 4,221 50 (29) (80)


Consolidated Financial Statements 248 - 249

Receivable and payable positions with related-parties as at 28 February 2017

Total balance Impact on balance


Board of Directors Main managers Total sheet item sheet item

- - 244 35,203 0.7%

- - (15) (334,546) 0.0%

- - 4,042 7,955 50.8%

(417) (624) (1,150) (140,327) 0.8%

- - - (21) 0.0%

(417) (624) 3,121


The following table summarises the economic relations of the Group to related parties as
at 28 February 2018 and as at 28 February 2017:

(Amounts in thousands of Euros)

Type Statutory Auditors Rhône Capital II L.P. Board of Directors

At February 2018
Purchases of materials and external
services (87) (151) (571)

Personnel costs - - -

Total (87) (151) (571)

(Amounts in thousands of Euros)


Italian
Electronics Statutory Rhône Capital
Type Holdings Ni.Ma S.r.l. Auditors II L.P.

As at 28 February 2017

Other income 12 - - -
Purchases of materials and external
services - (1,159) (60) (964)

Other operating costs and expenses - (6) - -

Personnel costs - - - -

Financial expenses (788) - - -

Total (776) (1,165) (60) (964)


Consolidated Financial Statements 250 - 251

Economic relations with related-parties as at 28 February 2018


Total balance sheet Impact on balance
Main managers Total item sheet item

- (809) (1,715,540) 0.0%

(4,608) (4,608) (156,296) 2.9%

(4,608) (5,417)

Economic relations with related-parties as at 28 February 2017

Total balance Impact on balance


Board of Directors Main managers Total sheet item sheet item

- - 12 6,360 0.2%

(252) - (2,435) (1,491,938) 0.2%

- - (6) (5,377) 0.1%

(2,331) (3,954) (5,925) (136,633) 4.3%

- - (788) (6,222) 12.7%

(2,583) (3,594) (9,142)


For the periods concerned, related-party receivable/payable and income statement
positions were mainly for:
• distribution of a dividend of€20,000 thousand through the use of Unieuro profits for
the year ended 28 February 2017, totalling €11,587 thousand and, for the remaining part
€8,413 thousand, through the use of part of the extraordinary reserve, as approved
on 20 June 2017 by the Shareholders’ Meeting of the parent; the share for Italian
Electronics Holdings is €9,598 thousand;
• national tax consolidation scheme, where the option was exercised in 2015 and
generated receivables for Unieuro from the consolidating company Italian Electronics;
Following the loss of control of Italian Electronics Holdings which took place on 6
September 2017, the national tax consolidation scheme was interrupted and Italian
Electronics Holdings as the consolidating party exercised its option with effect from
the year ended 28 February 2015;
• The stock option plan known as the Long Term Incentive Plan for Executive directors,
contractors and employees of Unieuro. The Plan calls for assigning ordinary shares
derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code;
• service agreement contract with Rhône Capital II, which provides for the provision
of specialised services for: (i) advisory services: strategic and financial planning,
forecasting, consulting for preparing financial reports for clients and support for signing
loan agreements with banks and with third party professionals; (ii) insurance service:
advice in order to determine an appropriate level and type of insurance contracts
already concluded or to be concluded by Unieuro; (iii) corporate communications
services: advice and assistance in public relations with the press and with investors;
(iv) employee services: advice for senior human resources management and incentive
systems reserved for top management; (v) other services. It should be noted that the
service agreement with Rhône Capital II was discontinued during the period, following
the success of the listing project.
• rental fees relating to Unieuro’s registered office in Forlì, several sales points and the
debiting of insurance costs invoiced by Ni.Ma S.r.l., a company with its registered office
in Forlì and invested in by several members of the Silvestrini family (Giuseppe Silvestrini,
Maria Grazia Silvestrini, Luciano Vespignani and Gianpaola Gazzoni, respectively who each
own 25% of the share capital, who are also shareholders of Italian Electronics Holdings);
Note that on 17 October 2017 the partial demerger of Italian Electronics Holdings into
eight newly established companies took place. Following the transaction, at the date of
these consolidated financial statements, Ni.Ma S.r.l. is no longer a related party;
• a cost relating to leasing or letting of real property for guest use, located on via Focaccia
in Forlì, owned by Giuseppe Silvestrini recorded following the definition of the new
perimeter of related parties, signed on 8 August 2017; Following the transaction, at the
date of these consolidated financial statements, Ni.Ma S.r.l. is no longer a related party;
• borrowings from Italian Electronics, granted on 2 December and interest-bearing. On
21 November 2016, Unieuro’s Board of Directors approved the full repayment of the
remaining amount owed on the inter-company loan in an amount totalling €21,120
thousand. Therefore the Intercompany Loan was repaid in full and extinguished on 28
November 2016;
• account keeping service by Unieuro employees with regard to Italian Electronics
Holdings interrupted following the positive outcome of the listing which took place
on 4 April 2017;
Consolidated Financial Statements 252 - 253

• relations with Directors and Main Managers, summarised in the table below:

Main managers

Year ended 28 February 2018 Year ended 28 February 2017


Chief Executive Officer - Giancarlo Nicosanti Chief Executive Officer - Giancarlo Nicosanti
Monterastelli Monterastelli

Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Chief Corporate Development Officer - Andrea
Scozzoli Scozzoli

Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri

Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco

The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Group’s cash flows with related parties as at 28 February
2018 and as at 28 February 2017:

(Amounts in thousands of Euros)


Italian
Electronics Statutory Rhône Capital
Type Holdings S.r.l. Ni.Ma S.r.l. Auditors II L.P.
Period from 1 March 2016
to 28 February 2017
Cash flow generated/(absorbed)
by operating activities (1,656) (1,150) (31) (984)
Cash flow generated/(absorbed)
by financing activities (24,322) - - -

Total (25,978) (1,150) (31) (984)


Period from 1 March 2017
to 28 February 2018
Cash flow generated/(absorbed)
by operating activities 4,221 50 (41) (231)
Cash flow generated/(absorbed)
by financing activities (9,598) - - -

Total (5,377) 50 (41) (231)


Consolidated Financial Statements 254 - 255

Related-parties

Total balance Impact on balance


Board of Directors Main managers Total sheet item sheet item

(1,483) (1,457) (6,761) 56,523 (12.0%)

- - (24,322) (27,461) 88.6%

(1,483) (1,457)

(798) (3,428) (227) 79,576 (0.3%)

- - (9,598) (3,317) 289.4%

(798) (3,428)
7. Other information
Contingent liabilities
Based on the information currently available, the Directors of the Company believe that,
at the date of the approval of these financial statements, the provisions set aside are
sufficient to guarantee the correct representation of the financial information.

Guarantees granted in favour of third-parties

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Guarantees and sureties in favour of:

Parties and third-party companies 32,072 23,532

Total 32,072 23,532

Operating lease assets


The Company has commitments mainly resulting from lease agreements for premises
where sales activities are conducted (stores) and administration and control activities
(corporate functions at the Forlì offices) and logistics warehouses for the management
of inventories.

As at 28 February 2018, the amount of rental fees due for operating lease agreements is
given below:

Period ended 28 February 2018


Within the Between 1 More than 5
(Amounts in thousands of Euros) financial year and 5 years years Total
Rental fees due for operating lease
agreements 52,219 35,919 289 88,427

As at 28 February 2017, the amount of rental fees due for operating lease agreements is
given below:

Period ended 28 February 2017


Within the Between 1 More than 5
(Amounts in thousands of Euros) financial year and 5 years years Total
Rental fees due for operating lease
agreements 45,559 33,839 823 80,221

The rent still due to operating lease agreements reported an increase of €8,206 thousand
in the year ended 28 February 2018 compared with the year ended 28 February 2017
mainly due to the combined effect of: (i) taking over the rental agreements of 21 sales
outlets belonging to the Andreoli S.p.A. business unit from July 2017; (ii) taking over
the rental agreements of 19 sales outlets belonging to the Cerioni S.p.A. business unit
from November 2017, (iii) taking over the rental agreement of the flagship store in the
Euroma2 shopping centre; (iv) new openings of sales outlets during the year and (v)
Consolidated Financial Statements 256 - 257

the renegotiation with several landlords of the main contractual conditions with special
reference to the early termination clause, which involved a reduction of the medium-/
long-term exposure.

Payments to the independent auditors


Payments to the independent auditors and its network for audits and other services as at
28 February 2018 are highlighted below:

(Amounts in thousands of Euros) Year ended

Unieuro S.p.A. 28 February 2018

KPMG S.p.A. Audit 683

KPMG S.p.A. Certification services 114

KPMG S.p.A. Other services 130

KPMG Advisory S.p.A. Other services 137

Total 1,064
SUBSEQUENT EVENTS
No events occurred after the reference date of the financial statements that require
adjustments to the values reported in the financial statements.

On 26 March 2018, in conjunction with the approval of the preliminary revenues for the
year just concluded, the Board of Directors of Unieuro approved the advance to June
2018 of the ex-dividend date in respect of the profits for the financial statements for the
year ended 28 February 2018 as well as its payment in one go, contrary to the provision
of the dividend policy in force.

The decision, made possible by the favourable financial dynamics of Unieuro, was taken
in the interest of the Company and its shareholders in order to bring forward the total
distribution of the coupon for Shareholders by four months.
Consolidated Financial Statements 258 - 259

APPENDIX
Appendix 1
Statement of Assets and Liabilities as at 28/02/2018 prepared applying the provisions
pursuant to Consob Resolution 15519 of 27/07/2006 and Consob Communication
DEM/6064293 of 28/07/2006.

Year ended
28 February Of which with % 28 February Of which with %
(Amounts in thousands of Euros) 2018 Related-Parties Weighting 2017 Related-Parties Weighting
Plant, machinery, equipment
and other assets 74,831 60,822

Goodwill 174,748 151,396


Intangible assets with a definite
useful life 25,034 11,808

Deferred tax assets 30,105 29,438

Other non-current assets 2,371 2,156

Total non-current assets 307,089 255,620

Inventories 313,528 269,551

Trade receivables 39,572 - 0.0% 35,203 244 0.7%

Current tax assets 3,147 7,955 4,042 50.8%

Other current assets 16,157 13,865

Cash and cash equivalents 61,414 36,666

Assets held for sale - -

Total current assets 433,818 - 0.0% 363,240 4,286 1.2%

Total Assets 740,907 - 0.0% 618,860 4,286 0.7%

Share capital 4,000 4,000

Reserves 105,996 120,101

Profit/(loss) carried forward (32,780) (5,417) 16.5% (39,122) (9,142) 23.4%

Total shareholders’ equity 77,216 (5,417) (7.0%) 84,979 (9,142) (10.8%)

Financial liabilities 40,518 25,796

Shareholder funding - -

Employee benefits 11,179 9,783

Other financial liabilities 12,195 4,427

Provisions 5,696 8,833

Deferred tax liabilities 2,448 322

Other non-current liabilities 718 487 67.8% 21

Total non-current liabilities 72,754 487 0.7% 49,182 - 0.0%

Financial liabilities 6,961 5,984

Shareholder funding - -

Other financial liabilities 6,256 - 0.0% 2,418

Trade payables 411,450 - 0.0% 334,546 15 0.0%

Current tax liabilities - -

Provisions 2,928 1,424

Other current liabilities 163,342 630 0.4% 140,327 1,150 0.8%

Total current liabilities 590,937 630 0.1% 484,699 1,165 0.2%


Total liabilities and
shareholders’ equity 740,907 (4,300) (0.6%) 618,860 (7,977) (1.3%)
Appendix 2
Income Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
Of which Of which
with with
(Amounts in thousands 28 February Related- % 28 February Related- %
of Euros) 2018 Parties Weighting 2017 Parties Weighting

Revenue 1,873,792 - 0.0% 1,660,495

Other income 6,395 - 0.0% 6,360 12 0.2%

Total revenue and income 1,880,187 - 0.0% 1,666,855 12 0.0%


Purchases of materials and
external services (1,715,540) (809) 0.0% (1,491,938) (2,435) 0.2%

Personnel costs (156,296) (4,608) 2.9% (136,633) (5,925) 4.3%

Changes in inventory 41,193 5,177


Other operating costs and
expenses (8,531) (5,377) (6)

Gross operating profit 41,013 (5,417) (13.2%) 38,084 (8,354) (21.9%)


Depreciation, amortisation
and write-downs (21,728) (17,958)

Operating profit 19,285 (5,417) (28.1%) 20,126 (8,354) (41.5%)

Financial income 303 358

Financial expenses (7,933) (6,222) (788) 12.7%

Profit before tax 11,655 (5,417) (46.5%) 14,262 (9,142) (64.1%)

Income taxes (697) (2,675)


Consolidated profit/(loss)
for the year 10,958 (5,417) (49.4%) 11,587 (9,142) (78.9%)
Consolidated Financial Statements 260 - 261

Appendix 3
Cash Flow Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
Of which Of which
with with
28 February Related- % 28 February Related- %
(in migliaia di Euro) 2018 Parties Weighting 2017 Parties Weighting

Cash flow from operations

Profit (loss) for the year 10,958 (5,417) (49.4%) 11,587 (9,142) (78.9%)

Adjustments for: - -

Income taxes 697 2,675

Net financial expenses (income) 7,630 5,864

Depreciation, amortisation and write-downs 21,728 17,958


(Profits)/losses from the sale of property, plant and
machinery - (31)

Other changes 1,386 952 68.7% 3,766 3,766 100.0%

42,399 (4,465) (10.5%) 41,819 (5,376) (12.9%)

Changes in:

- Inventories (41,193) (5,178)

- Trade receivables 18,940 244 1.3% 151 (16) (10.6%)

- Trade payables 47,042 (15) (0.0%) 1,174 (2) (0.2%)

- Other changes in operating assets and liabilities 21,213 4,009 18.9% 23,488 (1,367) (5.8%)
Cash flow generated/(absorbed) by operating
activities 46,002 (227) (0.5%) 19,635 (6,761) (34.4%)

Taxes paid - -

Interest paid (8,825) (4,931)


Net cash flow generated/(absorbed) by
operating activities 79,576 (227) (0.3%) 56,523 (6,761) (12.0%)

Cash flow from investment activities

Purchases of plant, equipment and other assets (28,448) (23,479)

Purchases of intangible assets (8,812) (4,419)


Collections from the sale of plant, equipment and
other assets 1 61
Investments for business combinations and
business units (14,485) -
Cash flow generated/(absorbed) by investing
activities (51,744) - (27,837) -

Cash flow from investment activities

Increase/(Decrease) in financial liabilities 16,529 (4,137)

Increase/(Decrease) in other financial liabilities 154 998

Increase/(Decrease) in shareholder loans - (20,442) (20,442) 100.0%

Distribution of dividends (20,000) (9,598) 48% (3,880) (3,880) 100%


Cash flow generated/(absorbed) by financing
activities (3,317) (9,598) 289.4% (27,461) (24,322) 88.6%
Net increase/(decrease) in cash and cash
equivalents 24,515 (9,825) (40.1%) 1,225 (31,083) (2,537.4%)
Cash and cash equivalents
at the start of the year 36,666 35,441
Net increase/(decrease) in cash and cash
equivalents 24,748 1,225
Cash and cash equivalents
at the end of the year 61,414 36,666
Appendix 4
Income Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
Of which Of which
(Amounts in thousands 28 February non- % 28 February non- %
of Euros) 2018 recurring Weighting 2017 recurring Weighting

Revenue 1,873,792 1,660,495

Other income 6,395 929 14.5% 6,360 2,414 38.0%


Total revenue and
income 1,880,187 929 0.0% 1,666,855 2,414 0.1%
Purchases of materials
and external services (1,715,540) (14,338) 0.8% (1,491,938) (14,231) 1.0%

Personnel costs (156,296) (5,902) 3.8% (136,633) (4,695) 3.4%

Changes in inventory 41,193 5,177 (1,062) (20.5%)


Other operating costs
and expenses (8,531) (614) 7.2% (5,377)

Gross operating profit 41,013 (19,925) (48.6%) 38,084 (17,574) (46.1%)


Depreciation, amortisation
and write-downs (21,728) (17,958)

Operating profit 19,285 (19,925) (103.3%) 20,126 (17,574) (87.3%)

Financial income 303 358

Financial expenses (7,933) (3,128) 39.4% (6,222)

Profit before tax 11,655 (23,053) (197.8%) 14,262 (17,574) (123.2%)

Income taxes (697) (2,675)


Consolidated profit/
(loss) for the year 10,958 (23,053) (210.4%) 11,587 (17,574) (151.7%)
Consolidated Financial Statements 262 - 263

ATTESTATION OF THE
CONSOLIDATED FINANCIAL
STATEMENTS OF THE
UNIEURO GROUP AS
AT FEBRUARY 28, 2018,
PURSUANT TO ARTICLE
81-TER OF THE CONSOB
REGULATION 11971 OF 14 MAY
1999 AS SUBSEQUENTLY
AMENDED AND INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive
Officer of Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive responsible
for the preparation of consolidated financial statements, pursuant to Article 154-bis,
paragraphs 3 and 4, of the Italian Legislative Decree 58 of 24 February 1998, hereby certify:
• the adequacy in relation to the characteristics of the company and
• the effective implementation of the administrative and accounting procedures for the
preparation of the consolidated financial statements of the Unieuro Group in financial
year 2018.

It is also certified that the consolidated financial statements of the Unieuro Group:
• have been drawn up in accordance with the international accounting standards
recognised in the European Union under the EC regulation 1606/2002 of the European
Parliament and of the Council, dated July 19, 2002;
• are consistent with the entries in the accounting books and records;
• provide an accurate and fair view of the assets and liabilities, profits and losses and
financial position of the issuer and all companies included in consolidation.

The Directors’ Report contains a reliable analysis of operating performance and results
and of the position of the issuer and all companies included in consolidation, together
with a description of the main risks and uncertainties to which they are exposed.

26 aprile 2018

Giancarlo Nicosanti Monterastelli Italo Valenti


Amministratore Delegato Il Dirigente Preposto alla redazione dei
Documenti Contabili e Societari
KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it

(Translation from the Italian original which remains the definitive version)

Independent auditors’ report pursuant to article 14 of


Legislative decree no. 39 of 27 January 2010 and article 10
of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of
Unieuro S.p.A.

Report on the audit of the consolidated financial statements

Opinion
We have audited the consolidated financial statements of the Unieuro Group (the
“Group”), which comprise the statement of financial position as at 28 February 2018,
the income statement and statements of comprehensive income, changes in
shareholder’s equity and cash flows for the year then ended and notes thereto, which
include a summary of the significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the
financial position of the Unieuro Group as at 28 February 2018 and of its financial
performance and cash flows for the year then ended in accordance with the
International Financial Reporting Standards endorsed by the European Union and the
Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (ISA
Italia). Our responsibilities under those standards are further described in the
“Auditors’ responsibilities for the audit of the consolidated financial statements” section
of our report. We are independent of Unieuro S.p.A. (the “Company”) in accordance
with the ethics and independence rules and standards applicable in Italy to audits of
financial statements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.

Key audit matters


Key audit matters are those matters that, in our professional judgement, were of most
significance in the audit of the consolidated financial statements of the current year.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Società per azioni


Capitale sociale
Euro 10.345.200,00 i.v.
Ancona Aosta Bari Bergamo Registro Imprese Milano e
Bologna Bolzano Brescia Codice Fiscale N. 00709600159
Catania Como Firenze Genova R.E.A. Milano N. 512867
Lecce Milano Napoli Novara Partita IVA 00709600159
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del Padova Palermo Parma Perugia VAT number IT00709600159
network KPMG di entità indipendenti affiliate a KPMG International Pescara Roma Torino Treviso Sede legale: Via Vittor Pisani, 25
Cooperative (“KPMG International”), entità di diritto svizzero. Trieste Varese Verona 20124 Milano MI ITALIA
Consolidated Financial Statements 264 - 265

Unieuro Group
Independent auditors’ report
28 February 2018

Recoverability of goodwill
Notes to the consolidated financial statements: note 2.6 - The use of estimates and
valuations in the preparation of the consolidated financial statements; note 2.7 -
Significant accounting policies; note 5.2 - Goodwill

Key audit matter Audit procedures addressing the key


audit matter
The consolidated financial statements at 28 Our audit procedures, which also involved
February 2018 include goodwill of €174.7 our own valuation specialists, included:
million. — understanding and analysing the
The directors determine the recoverable process adopted to prepare the
amount of goodwill by calculating its value in impairment tests approved by the
use. This method, by its very nature, requires Company’s board of directors on 26 April
a high level of directors’ judgement about the 2018;
forecast operating cash flows during the — understanding and analysing the
calculation period, as well as the discount process used to draft the plan;
and growth rates of those cash flows.
— analysing the reasonableness of the key
The directors have forecast the operating assumptions used by the directors to
cash flows used for impairment testing on determine the recoverable amount of
the basis of the data included in the 28 goodwill, including the plan’s operating
February 2019 to 28 February 2023 business cash flows. Our analyses included
plan, which was originally approved by the comparing the key assumptions used to
Company’s board of directors on 12 the Group’s historical data and external
December 2016 and subsequently updated information, where available;
by it on 17 April 2018 (the “plan”), and of the
revenue’s and related profitability’s estimated — analysing the valuation models adopted
long-term growth rates. by the directors for reasonableness and
consistency with professional practice;
For the above reasons, we believe that the
recoverability of goodwill is a key audit — checking the sensitivity analyses
matter. disclosed in the notes with reference to
the key assumptions used for
impairment testing, including the
weighted average cost of capital, the
long-term growth rate and the sensitivity
of gross operating profit;
— assessing the appropriateness of the
disclosures provided in the notes about
goodwill and the related impairment test.

Premiums and contributions from suppliers


Notes to the consolidated financial statements: note 2.6 - The use of estimates and
valuations in the preparation of the consolidated financial statements; note 2.7 -
Significant accounting policies

Key audit matter Audit procedures addressing the key


audit matter
The Group has contracts for the supply of Our audit procedures included:
goods which include the receipt of premiums
and, in certain circumstances, contributions. — understanding the process adopted to
These premiums and contributions are calculate premiums and contributions
recognised either as a percentage of the from suppliers through meetings and
quantities purchased, or as a fixed figure on

2
Unieuro Group
Independent auditors’ report
28 February 2018

the quantities purchased or sold, or as a discussions with the Group’s


defined contribution. management;
Especially with reference to those
agreements whose term falls after the
— assessing the design and
implementation of controls and
reporting date, which account for a minor
procedures to assess the operating
share of the premiums and contributions for
effectiveness of material controls;
the year, their calculation is a complex
accounting estimate entailing a high level of — obtaining audit evidence supporting the
judgement as it is affected by many factors. check of the existence and accuracy of
The parameters and information used for the premiums and contributions from
estimate are based on the purchased or sold suppliers, including through external
volumes and valuations that consider confirmations;
historical figures of premiums and
contributions actually paid by suppliers. — checking the accuracy of the premium
For the above reasons, we believe that the and contribution calculation database, by
recoverability of premiums and contributions tracing the amounts to the general
from suppliers is a key audit matter. ledger and sample-based checks of
supporting documentation;

— checking the mathematical accuracy of


premiums and contributions from
suppliers;

— analysing the reasonableness of the


assumptions in the estimate through
discussions with the relevant internal
departments, comparison with historical
figures and our knowledge of the Group
and its operating environment;

— assessing the appropriateness of the


disclosures provided in the notes about
premiums and contributions from
suppliers.

Measurement of inventories
Notes to the consolidated financial statements: note 2.6 - The use of estimates and
valuations in the preparation of the consolidated financial statements; note 2.7 -
Significant accounting policies; note 5.6 - Inventories

Key audit matter Audit procedures addressing the key


audit matter
The consolidated financial statements at 28 Our audit procedures included:
February 2018 include inventories of €313.5
million, net of the allowance for inventory — understanding the process for the
write-down of €9.1 million. measurement of inventories and
assessing the design and
Determining the allowance for goods write-
implementation of controls and
down is a complex accounting estimate,
procedures to assess the operating
entailing a high level of judgement as it is
affected by many factors, including: effectiveness of material controls;

3
Consolidated Financial Statements 266 - 267

Unieuro Group
Independent auditors’ report
28 February 2018

— the characteristics of the Group’s — checking the accuracy of the inventory


business segment; calculation algorithm;

— the sales’ seasonality, with peaks in — checking the method used to calculate
November and December; the allowance for inventory write-down
by analysing documents and discussions
— the decreasing price curve due to with the relevant internal departments;
technological obsolescence of products;
— checking the mathematical accuracy of
— the high number of product codes the allowance for inventory write-down;
handled.
For the above reasons, we believe that the
— analysing the reasonableness of the
assumptions used to measure the
measurement of inventories is a key audit allowance for inventory write-down
matter. through discussions with the relevant
internal departments and analysis of age
bands and write-down rates applied;
comparing the assumptions with
historical figures and our knowledge of
the Group and its operating
environment;

— comparing the estimated realisable


value to the inventories’ carrying amount
by checking management reports on
average sales profits;

— assessing the appropriateness of the


disclosures provided in the notes about
inventories.

Responsibilities of the directors and board of statutory auditors (“Collegio


Sindacale”) of Unieuro S.p.A. for the consolidated financial statements
The directors are responsible for the preparation of consolidated financial statements
that give a true and fair view in accordance with the International Financial Reporting
Standards endorsed by the European Union and the Italian regulations implementing
article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian
law, for such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud
or error.
The directors are responsible for assessing the Group’s ability to continue as a going
concern and for the appropriate use of the going concern basis in the preparation of
the consolidated financial statements and for the adequacy of the related disclosures.
The use of this basis of accounting is appropriate unless the directors believe that the
conditions for liquidating the Company or ceasing operations exist, or have no realistic
alternative but to do so.
The Collegio Sindacale is responsible for overseeing, within the terms established by
the Italian law, the Group’s financial reporting process.

4
Unieuro Group
Independent auditors’ report
28 February 2018

Auditors’ responsibilities for the audit of the consolidated financial


statements
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISA Italia will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISA Italia, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
— identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control;
— obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Group’s internal control;
— evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the directors;
— conclude on the appropriateness of the directors’ use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the
related disclosures in the consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or
conditions may cause the Group to cease to continue as a going concern;
— evaluate the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner
that achieves fair presentation;
— obtain sufficient appropriate audit evidence regarding the financial information of
the entities or business activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance, identified at the appropriate
level required by ISA Italia, regarding, among other matters, the planned scope and

5
Consolidated Financial Statements 268 - 269

Unieuro Group
Independent auditors’ report
28 February 2018

timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have
complied with the ethics and independence rules and standards applicable in Italy and
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the consolidated financial
statements of the current year and are, therefore, the key audit matters. We describe
these matters in our auditors’ report.

Other information required by article 10 of Regulation (EU) no. 537/14


On 12 December 2016, the shareholders of Unieuro S.p.A. appointed us to perform
the statutory audit of its financial statements as at and for the years ending from 28
February 2017 to 28 February 2025.
We declare that we did not provide the prohibited non-audit services referred to in
article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the
Company in conducting the statutory audit.
We confirm that the opinion on the consolidated financial statements expressed herein
is consistent with the additional report to the Collegio Sindacale, in its capacity as
audit committee, prepared in accordance with article 11 of the Regulation mentioned
above.

Report on other legal and regulatory requirements

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article
123-bis.4 of Legislative decree no. 58/98
The directors of Unieuro S.p.A. are responsible for the preparation of the Group’s
directors’ report and report on corporate governance and ownership structure at 28
February 2018 and for the consistency of such reports with the related consolidated
financial statements and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B
in order to express an opinion on the consistency of the directors’ report and the
specific information presented in the report on corporate governance and ownership
structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the Group’s
consolidated financial statements at 28 February 2018 and their compliance with the
applicable law and to state whether we have identified material misstatements.
In our opinion, the directors’ report and the specific information presented in the report
on corporate governance and ownership structure referred to above are consistent
with the consolidated financial statements of the Leonardo Group at 28 February 2018
and have been prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree
no. 39/10, based on our knowledge and understanding of the entity and its
environment obtained through our audit, we have nothing to report.

6
Unieuro Group
Independent auditors’ report
28 February 2018

Statement pursuant to article 4 of the Consob regulation implementing


Legislative decree no. 254/16
The directors of Unieuro S.p.A. are responsible for the preparation of a consolidated
non-financial statement pursuant to Legislative decree no. 254/16. We have checked
that the directors had approved such consolidated non-financial statement. In
accordance with article 3.10 of Legislative decree no. 254/16, we attested the
compliance of the non-financial statement separately.

Bologna, 7 May 2018

KPMG S.p.A.

(signed on the original)

Luca Ferranti
Director

7
Consolidated Financial Statements 270 - 271

KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it

(Translation from the Italian original which remains the definitive version)

Independent auditors’ report on the consolidated non-


financial statement pursuant to article 3.10 of Legislative
decree no. 254 of 30 December 2016 and article 5 of Consob
Regulation no. 20267

To the board of directors of


Unieuro S.p.A.

Pursuant to article 3.10 of Legislative decree no. 254 of 30 December 2016 (the
“decree”) and article 5 of Consob (the Italian Commission for listed companies and the
stock exchange) Regulation no. 20267, we have been engaged to perform a limited
assurance engagement on the 2018 consolidated non-financial statement of the
Unieuro Group (the “Group”) (covering the reporting period from 1 March 2017 to 28
February 2018) prepared in accordance with article 4 of the decree, presented in the
specific section of the directors’ report and approved by the board of directors on 26
April 2018 (the “NFS”).

Responsibilities of the directors and board of statutory auditors (“Collegio


Sindacale”) of Unieuro S.p.A. (the “Company”) for the NFS
The directors are responsible for the preparation of a NFS in accordance with articles
3 and 4 of the decree and the “Global Reporting Initiative Sustainability Reporting
Standards”- “core” option, issued in 2016 by GRI - Global Reporting Initiative (the “GRI
Standards”).
The directors are also responsible, within the terms established by the Italian law, for
such internal control as they determine is necessary to enable the preparation of a
NFS that is free from material misstatement, whether due to fraud or error.
Moreover, the directors are responsible for the identification of the content of the NFS,
considering the aspects indicated in article 3.1 of the decree and the Group’s business
and characteristics, to the extent necessary to enable an understanding of the Group’s
business, performance, results and the impacts it generates.
The directors’ responsibility also includes the design of an internal model for the
management and organisation of the group’s activities, as well as, with reference to
the aspects identified and disclosed in the NFS, the Group’s policies for the
identification and management of the risks generated or borne.

Società per azioni


Capitale sociale
Euro 10.345.200,00 i.v.
Ancona Aosta Bari Bergamo Registro Imprese Milano e
Bologna Bolzano Brescia Codice Fiscale N. 00709600159
Catania Como Firenze Genova R.E.A. Milano N. 512867
Lecce Milano Napoli Novara Partita IVA 00709600159
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del Padova Palermo Parma Perugia VAT number IT00709600159
network KPMG di entità indipendenti affiliate a KPMG International Pescara Roma Torino Treviso Sede legale: Via Vittor Pisani, 25
Cooperative (“KPMG International”), entità di diritto svizzero. Trieste Varese Verona 20124 Milano MI ITALIA
Unieuro Group
Independent auditors’ report
28 February 2018

The Collegio Sindacale is responsible for overseeing, within the terms established by
the Italian law, compliance with the decree’s provisions.

Auditors’ independence and quality control


We are independent in compliance with the independence and all other ethical
requirements of the Code of Ethics for Professional Accountants issued by the
International Ethics Standards Board for Accountants, which is founded on
fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behaviour. KPMG S.p.A. applies International
Standard on Quality Control 1 (ISQC Italia 1) and, accordingly, maintains a system of
quality control including documented policies and procedures regarding compliance
with ethical requirements, professional standards and applicable legal and regulatory
requirements.

Auditors’ responsibility
Our responsibility is to express a conclusion, based on the procedures performed,
about the compliance of the NFS with the requirements of the decree and the GRI
Standards. We carried out our work in accordance with the criteria established by
“International Standard on Assurance Engagements 3000 (revised) - Assurance
Engagements other than Audits or Reviews of Historical Financial Information” (“ISAE
3000 revised”), issued by the International Auditing and Assurance Standards Board
applicable to limited assurance engagements. This standard requires that we plan and
perform the engagement to obtain limited assurance about whether the NFS is free
from material misstatement. A limited assurance engagement is less in scope than a
reasonable assurance engagement carried out in accordance with ISAE 3000 revised,
and consequently does not enable us to obtain assurance that we would become
aware of all significant matters and events that might be identified in a reasonable
assurance engagement.
The procedures we performed on the NFS are based on our professional judgement
and include inquiries, primarily of the Company’s personnel responsible for the
preparation of the information presented in the NFS, documental analyses,
recalculations and other evidence gathering procedures, as appropriate.
Specifically, we carried out the following procedures:
1. Analysing the material aspects based on the Group’s business and characteristics
disclosed in the NFS, in order to assess the reasonableness of the identification
process adopted on the basis of the provisions of article 3 of the decree and taking
into account the reporting standards applied.
2. Analysing and assessing the identification criteria for the reporting scope, in order
to check their compliance with the decree.
3. Comparing the financial disclosures presented in the NFS with those included in
the Group’s consolidated financial statements.
4. Gaining an understanding of the following:
- the Group’s business management and organisational model, with reference
to the management of the aspects set out in article 3 of the decree;
- the entity’s policies in connection with the aspects set out in article 3 of the
decree, the achieved results and the related key performance indicators;

2
Consolidated Financial Statements 272 - 273

Unieuro Group
Independent auditors’ report
28 February 2018

- the main risks generated or borne in connection with the aspects set out in
article 3 of the Decree.
Moreover, we checked the above against the disclosures presented in the NFS
and carried out the procedures described in point 5.a).
5. Understanding the processes underlying the generation, recording and
management of the significant qualitative and quantitative information disclosed in
the NFS.
Specifically, we held interviews and discussions with the Company’s management
personnel. We also performed selected procedures on documentation to gather
information on the processes and procedures used to gather, combine, process
and transmit non-financial data and information to the office that prepares the
NFS.
Furthermore, with respect to significant information, considering the Group’s
business and characteristics:
- at company and subsidiary level:
a) we held interviews and obtained supporting documentation to check the
qualitative information presented in the NFS and, specifically, the business
model, the policies applied and main risks for consistency with available
evidence;
b) we carried out analytical and selected procedures to check, on a sample
basis, the correct aggregation of data in the quantitative information.

Conclusion
Based on the procedures performed, nothing has come to our attention that causes us
to believe that the 2018 consolidated non-financial statement of the Unieuro Group
has not been prepared, in all material respects, in accordance with the requirements
of articles 3 and 4 of the decree and the GRI Standards.

Other matters
The 2017 comparative figures presented in the NFS have not been examined.

Bologna, 7 May 2018

KPMG S.p.A.

(signed on the original)

Luca Ferranti
Director

3
SEPARATE
FINANCIAL
STATEMENTS
INDEX
Separate financial statements

Notes 284

1. Intoduction 284

2. Criteria adopted for preparation of the financial statements

of the company and summary of the accounting principles 285

2.1. Basis of preparation of the financial statements 285

2.2. Preparation criteria 285

2.3. Statement of compliance with IFRS 286

2.4. Financial statement schedules 286

2.5. The use of estimates and valuations in the preparation

of the financial statements 286

2.6. Significant accounting policies 290

2.7. New accounting standards 306

3. information on financial risks 309

3.1. Credit Risk 310

3.2. Liquidity Risk 310

3.3. Market Risk 311

3.3.1. Interest rate risk 311

3.3.2. Currency Risk 312

3.4. Fair value estimates 313

4. information on operating segments 315

5. Notes to the individual balance sheet items 316

5.1. Plant, machinery, equipment and other assets 316

5.2. Goodwill 319

5.2.1. Impairment test 320

5.3. Intangible assets with a finite useful life 326

5.4. Deferred tax assets and deferred tax liabilities 328

5.5. Other current assets and other non-current assets 331

5.5.1. Impairment test on the value of the equity investment 333

5.6. Inventories 336


Separate financial statements 276 - 277

5.7. Trade receivables 337

5.8. Current tax assets 339

5.9. Cash and cash equivalents 339

5.10. Shareholders’ equity 340

5.11. Financial liabilities 345

5.12. Employee benefits 349

5.13. Other financial liabilities 351

5.14. Provisions 353

5.15. Other current liabilities and other non-current liabilities 354

5.16. Trade payables 355

5.17. Revenues 356

5.18. Other income 357

5.19. Purchases of materials and external services 358

5.20. Personnel expenses 360

5.21. Other operating costs and expenses 360

5.22. Depreciation, amortisation and write-downs 361

5.23. Financial income and Financial expenses 362

5.24. Income taxes 363

5.25. Basic and diluted earnings per share 364

5.26. Statement of cash flows 364

5.27. Share-based payment agreements 367

5.28. Business unit combinations 372

6. Related-party transactions 376

7. Other information 384

Subsequent events 386

Draft resolution of the Board of Directors submitted

to the Shareholders’ Meeting 387

Appendixes 388
Balance sheet and income statement

Year ended

(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017

Plant, machinery, equipment and other assets 5.1 74,714 60,822

Goodwill 5.2 167,549 151,396

Intangible assets with a definite useful life 5.3 18,421 11,808

Deferred tax assets 5.4 30,105 29,438

Other non-current assets 5.5 13,095 2,156

Total non-current assets 303,884 255,620

Inventories 5.6 313,188 269,551

Trade receivables 5.7 40,366 35,203

Current tax assets 5.8 2,887 7,955

Other current assets 5.5 14,421 13,865

Cash and cash equivalents 5.9 60,209 36,666

Total current assets 431,071 363,240

Total assets 734,955 618,860

Share capital 5.10 4,000 4,000

Reserves 5.10 105,957 120,101

Profit/(loss) carried forward 5.10 (35,217) (39,122)

Total shareholders’ equity 74,740 84,979

Financial liabilities 5.11 40,518 25,796

Employee benefits 5.12 10,586 9,783

Other financial liabilities 5.13 12,195 4,427

Provisions 5.14 5,696 8,833

Deferred tax liabilities 5.4 630 322

Other non-current liabilities 5.15 718 21

Total non-current liabilities 70,343 49,182

Financial liabilities 5.11 6,961 5,984

Other financial liabilities 5.13 7,473 2,418

Trade payables 5.16 410,086 334,546

Provisions 5.14 2,920 1,424

Other current liabilities 5.15 162,432 140,327

Total current liabilities 589,872 484,699

Total liabilities and shareholders’ equity 734,955 618,860

The notes are an integral part of these annual financial statements.


Separate financial statements 278 - 279

Income statement

Year ended

(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017

Revenue 5.17 1,835,518 1,660,495

Other income 5.18 5,377 6,360

TOTAL REVENUE AND INCOME 1,840,895 1,666,855

Purchases of materials and external services 5.19 (1,677,217) (1,491,938)

Personnel costs 5.20 (154,464) (136,633)

Changes in inventory 5.6 43,637 5,177

Other operating costs and expenses 5.21 (8,502) (5,377)

GROSS OPERATING PROFIT 44,349 38,084

Amortisation, depreciation and impairment losses 5.22 (27,346) (17,958)

OPERATING PROFIT 17,003 20,126

Financial income 5.23 299 358

Financial expenses 5.23 (7,920) (6,222)

PROFIT BEFORE TAX 9,382 14,262

Income taxes 5.24 (861) (2,675)

PROFIT/(LOSS) FOR THE YEAR 8,521 11,587

Basic earnings per share (in Euros) (1)


5.25 0.55 0.58

Diluted earnings per share (in Euros) (1)


5.25 0.55 0.58

 he Base Result and diluted per share was computed with reference to the Profit/
T
(1)

(Loss) of the consolidated year.


The notes are an integral part of these annual financial statements.
Statement of comprehensive income

Year ended

(Amounts in thousands of Euros Notes 28 February 2018 28 February 2017

Profit/(loss) for the year 8,521 11,587


Other components of comprehensive income that are
or could be restated under profit/(loss) for the year:

Gain (losses) on cash flow hedges 5.13 (250) 103

Income taxes 59 (29)


Total other components of comprehensive income
that are or could be restated under profit/(loss) for
the year 5.10 (191) 74
Other components of comprehensive income that will
not subsequently be restated under profit/(loss) for
the year:

Actuarial gains (losses) on defined benefit plans 5.12 64 (2)

Income taxes (18) 1


Total other components of comprehensive income
that will not subsequently be restated under profit/
(loss) for the year: 5.10 46 (1)

Total statement of comprehensive income for the year 8,376 11,660

The notes are an integral part of these annual financial statements.


Separate financial statements 280 - 281

Cash flow statement

Year ended
(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017
Cash flow from operations
Profit (loss) for the year 5.10 8,521 11,587
Adjustments for:
Income taxes 5.24 861 2,675
Net financial expenses (income) 5.23 7,621 5,864
Depreciation, amortisation and write-downs 5.22 27,346 17,958
(Profits)/losses from the sale of property, plant and machinery 5.1 (31)
Other changes 1,386 3,766
45,735 41,819
Changes in:
- Inventories 5.6 (43,637) (5,178)
- Trade receivables 5.7 (5,163) 151
- Trade payables 5.16 75,406 1,174
5.5-5.14-
- Other changes in operating assets and liabilities 5.15 20,860 23,488
Cash flow generated/(absorbed) by operating activities 47,466 19,635
Taxes paid 5.24 - -
Interest paid 5.23 (8,816) (4,931)
Net cash flow generated/(absorbed) by operating
activities 5.26 84,385 56,523
Cash flow from investment activities
Purchases of plant, equipment and other assets 5.1 (28,446) (23,479)
Purchases of intangible assets 5.3 (8,812) (4,419)
Goodwill acquired against payment 5.2 - -
Collections from the sale of plant, equipment and other
assets 5.1 1 61
Equity investments 5,5 (9,283) -
Investments for business combinations and business
units 5.5 (10,985) -
Net cash inflow from acquisition 5.9 - -
Cash flow generated/(absorbed) by investing activities 5.26 (57,525) (27,837)
Cash flow from investment activities
Increase/(Decrease) in financial liabilities 5.11 16,529 (4,137)
Increase/(Decrease) in other financial liabilities 5.13 154 998
Increase/(Decrease) in shareholder loans - - (20,442)
Distribution of dividends 5.10 (20,000) (3,880)
Cash flow generated/(absorbed) by financing activities 5.26 (3,317) (27,461)
Net increase/(decrease) in cash and cash equivalents 23,543 1,225
CASH AND CASH EQUIVALENTS AT THE START
OF THE YEAR 36,666 35,441
Net increase/(decrease) in cash and cash equivalents 23,543 1,225
CASH AND CASH EQUIVALENTS AT THE END
OF THE YEAR 60,209 36,666

The notes are an integral part of these annual financial statements.


Statement of changes in shareholders’ equity

Extraordinary
(Amounts in thousands of Euros Notes Share capital Legal reserve reserve

Balance as at 29 February 2016 5.10 4,000 800 48,461

Profit (loss) for the year - - -


Other components of
comprehensive income - - -
Total statement of
comprehensive income for the
year - - -

Allocation of prior year result - - 10,642

Distribution of dividends - - (3,880)


Share-based payment settled
with equity instruments - - -
Total transactions with
shareholders - - 6,762

Balance as at 28 February 2017 5.10 4,000 800 55,223

Profit (loss) for the year - - -


Other components of
comprehensive income - - -
Total statement of
comprehensive income for the
year - - -

Allocation of prior year result - - -

Distribution of dividends - - (8,413)


Share-based payment settled
with equity instruments - - -
Total transactions with
shareholders - - (8,413)

Balance as at 28 February 2018 5.10 4,000 800 46,810

The notes are an integral part of these annual financial statements.


Separate financial statements 282 - 283

Reserve for
actuarial
Cash flow gains/(losses) Reserve for Profit/(loss) Total
hedge on defined share-based carried shareholders’
reserve benefit plans payments Other reserves forward equity

(74) (858) 3,172 57,999 (40,067) 73,433

- - - - 11,587 11,587

74 (1) - - - 73

74 (1) - - 11,587 11,660

- - - - (10,642) -

- - - - - (3,880)

- - 3,766 - - 3,766

- - 3,766 - (10,642) (114)

0 (859) 6,938 57,999 (39,122) 84,979

- - - - 8,521 8,521

(191) 46 - - (145)

(191) 46 - - 8,521 8,376

- - - - - -

- - - - (11,587) (20,000)

- - (5,586) - 6,971 1,385

- - (5,586) - (4,616) (18,615)

(191) (813) 1,352 57,999 (35,217) 74,740


NOTES
1. Introduction

Unieuro S.p.A. (hereinafter referred to as the “Company” or “Unieuro”) is a company


under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, operating in the
retail and online distribution of electric appliances and consumer electronics.
On 4 April 2017, Italian Electronics Holdings S.r.l. placed on the MTA (telematic stock
market) – STAR Segment of Borsa Italiana S.p.A. 31.8% of the share capital of Unieuro
S.p.A., equal to 6,363,637 ordinary shares at a price of €11 per share.
From 3 May 2017, the greenshoe option granted by Italian Electronics Holding was
partially exercised by 537,936 shares compared to the 636,363 shares that had been the
object of the Over Allotment. The purchase price of the shares that were the object of
the greenshoe option was €11.00 per share, which corresponds to the offer price which
was set for the placement, totalling €5,917 thousand. The share settlement relative to the
greenshoe option took place on 8 May 2017.
On 6 September 2017, Italian Electronics Holdings S.r.l. placed, under the accelerated
bookbuilding procedure, 3,500 thousand ordinary shares, corresponding to 17.5% of the
share capital of Unieuro, at the price of €16 per share. The settlement of the transaction
took place on 8 September 2017. The total amount was €56,000 thousand.
Note that on 17 October 2017, the partial demerger of Italian Electronics Holdings S.r.l.
took effect with eight new companies being established. Successively Italian Electronics
Holdings S.r.l transferred its social site in Luxembourg changing its name in Italian
Electronics Holdings S.à.r.l. (following also “Italian Electronics Holdings”) and it realized
an operation of inverse merger with the International Retail Holdings S.à.r.l.. After the
operations reported above, it was indirectly wholly-owned by the private equity fund
Rhône Capital.
At the date of the Annual Financial Statements, Italian Electronics Holdings held a
shareholding in Unieuro equal to 33.8% maintaining, considering the shareholders’
composition on 28 February 2018, the ex art. 93 TUF control of Unieuro S.p.A..
On 23 February 2017, Unieuro, as the buyer, signed an agreement with Project Shop
Land S.p.A., as the vendor, for the purchase of 100% of the share capital of Monclick S.r.l.
(hereinafter also known as “Monclick”). The price agreed amounted to €10,000 thousand
and the acquisition of the shares by the Unieuro was subject to the following conditions
precedent: (a) obtaining all authorisations from the relevant antitrust authorities, none
of which containing conditions or obligations for Unieuro or Monclick and (b) obtaining
the consent of the Financing Banks to the execution of the acquisition transaction. The
completion of the contract took place on 9 June 2017. Through its acquisition of Monclick,
Unieuro intends to strengthen its position in the online sales sector (exploiting Monclick’s
competitive position) and to launch and develop, as the leading specialist operator, the
marketing of electronic consumer goods in the B2B2C channel.
Separate financial statements 284 - 285

2. Criteria adopted for preparation of the financial


statements of the company and summary of the
accounting principles

Below are the preparation criteria, the main accounting principles and valuation criteria
adopted for the drafting of the financial statements for the year. These principles and
criteria were applied consistently to all the years presented within this document.

2.1. Basis of preparation of the financial statements


The financial statements for the year comprised the balance sheet and income statement,
the statement of comprehensive income, a cash flow statement and the statement of
changes in shareholders’ equity for the years ended 28 February 2018 and 28 February
2017, accompanied by the relative notes.

2.2. Preparation criteria


The separate financial statements were drafted on a going concern basis, since the
directors verified that there were no indicators of a financial, operating or other nature
of any critical areas regarding the company’s ability to honour its obligations in the
foreseeable future and in particular the next 12 months.

The separate financial statements were drafted on the basis of the historical cost criteria,
except for the derivative financial instruments which were measured at their fair value.
Please see the Report on Operations for information regarding the nature of the company’s
operations and significant events after the balance sheet date.

The major shareholders of the Company as at 28 February 2018 are:


1. Italian Electronics Holdings, (attributable to the funds managed by Rhone Capital)
which owns 33.8% of the Company’s shares;
2. DSG European Investments Limited (Dixons Carphone) which owns 7.2% of the
Company’s shares;
3. the Silvestrini Family which owns 4.7% of the Company’s shares;
4. the top management of Unieuro which owns 2.3% of the Company’s shares.

The annual financial statements are presented in Euro, which is the Company’s functional
currency. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is
hereby specified that any differences found in any tables are due to rounding of amounts
which are expressed in thousands of Euro.

The separate financial statements as at 28 February 2018, approved by the Company’s


Board of Directors on 26 April 2018 and submitted for the audit, will be presented for the
approval of the Shareholders’ Meeting.
2.3. Statement of compliance with IFRS
The financial statements for the year were prepared in compliance with the International
Accounting standards (IAS/IFRS) which are issued by the International Accounting
Standards Board (IASB) and their relative interpretations (SIC/IFRIC), adopted by the
European Union. The year during which the company first adopted the International
Accounting standards (IAS/IFRS) was the year ended 28 February 2007.
Furthermore, the annual financial statements were prepared in compliance with the
provisions adopted by Consob for financial statements in application of article 9 of
Legislative Decree 38/2005 and other rules and provisions issued by Consob regarding
financial statements. In particular, it is hereby noted that with regard to Consob resolution
15519 of 27 July 2006 and Communication no. DEM6064293 of 28 July 2006 regarding
financial statements, specific schedules have been added to the income, balance sheet
and cash flow statements indicating significant relations with related parties and specific
income statement schedules indicating, for each item, the non-recurring component.

2.4. Financial statement schedules


In addition to these notes, the financial statements consist of the following schedules:
A) Balance sheet and income statement: the company’s equity and income is shown
by distinctly presenting current and non-current assets and current and non-
current liabilities with a description in the notes for each asset and liability items
of the amounts that are expected to be settled or recovered within or later than 12
months from the balance sheet date.
B) Income statement: the classification of the costs in the income statement is based
on their nature, showing the interim results relative to the gross operating result,
the net operating result and the result before taxes.
C) Statement of comprehensive income: this item includes the profit/(loss) for the year
as well as the income and expenses recognised directly in equity for transactions
other than those with shareholders.
D) Cash flow statement: the cash flow statement contains the cash flows from
operations, investments and financing. The cash flows from operations are shown
using the indirect method through which the result for the year is adjusted for the
effects of non-monetary transactions, any deferral or allocation of previous or future
collections or payments related to operations and revenue elements connected to
cash flows arising from investment or financing activities.
E) Statement of changes in shareholders’ equity: this schedule includes, in addition to the
results of the comprehensive income statement, also the transactions that were carried
out directly with shareholders that acted in their capacity as such and the breakdown
of each individual component. Where applicable, the statement also includes the effects
arising from changes in the accounting standards in terms of each equity item.

The annual financial statements are shown in comparative form.

2.5. The use of estimates and valuations in the preparation of the financial
statements
In application of the IFRS, the preparation of the financial statements requires the usage of
estimates and assumptions that have an effect on the values of the balance sheet assets
Separate financial statements 286 - 287

and liabilities and the information regarding the contingent assets and liabilities at the date
of reference. The estimates and assumptions are based on elements which are known as
at the date that the financial statements are prepared, are based on the experience of the
management and other elements - if any - considered to be significant. The actual figures
may differ from the estimates. The estimates are used to recognise the provision for bad
debts, inventory obsolescence, the unearned income relative to the sale of guarantee
extension services, measure amortization and depreciation, conduct assessments of the
assets, test impairment of goodwill, test impairment of equity investments, carry out
actuarial valuations of employee benefits and share-based payment plans, as well as to
estimate the fair value of derivatives and assess the extent to which deferred tax assets
can be recovered.

The estimates and assumptions are reviewed periodically and the effects of each change
are reflected in profit and loss.
Following is a summary of the critical valuation processes and the key assumptions used by
the company in applying the IFRS, which can have significant effects on the values recognised
in the financial statements and for which there is a risk that differences of a significant amount
could arise compared to the book value of the assets and liabilities in the future.

Recoverable value of non-current assets


Non-current assets include property, plant, machinery, equipment and other assets,
goodwill, software and trademarks, equity investments and other non-current assets. The
Company periodically reviews the book value of non-current assets held and used and
the book value of assets that are held for sale, when the facts and circumstances require
this review. In the case of goodwill, this analysis is conducted once per year and whenever
facts and circumstances indicate a possibility of impairment. Analysis whether the book
value of a non-current asset is recoverable is generally carried out using expected cash
flow estimates from the sale or use of the asset and adequate discount rates for calculation
of its current value. When the book value of a non-current asset has become impaired,
the Company writes down the excess of the book value of the asset and its recoverable
value through usage or sale thereof, determined with reference to the cash flows used for
the recent business plans.

The estimates and assumptions used as part of this analysis, in particular in performing the
impairment tests on partecipations and acquisitions, reflect the status of the company’s
knowledge regarding the business developments and take into account provisions that
are considered to be a reasonable insofar as the future developments on the market and
in the sector, but they are nevertheless still subject to a high degree of uncertainty.

Recoverability of deferred tax assets


The Company recognises deferred tax assets up to the value which it considers to be
probable that it will recover. Where necessary, the Company makes adjustments to reduce
the value of a deferred tax asset down to the value that it considers probable to recover.
In assessing the recoverability of deferred tax assets, budget results and provisions for
subsequent years are used coherently with those used for the impairment testing which are
described in the previous paragraph relative to the recoverable value of non-current assets.
Bad debt provision
The provision for bad debts reflects management estimates regarding losses from the
trade receivables portfolio. The provision for bad debts is based on losses expected by
management, determined depending on past experience for similar receivables, current
and historical past due amounts, losses and collections, careful monitoring of credit
quality and projections regarding the economic and market conditions.

Inventory bad debt provision


The inventory bad debt provision reflects management estimates regarding the expected
impairment of the assets, determined based on past experience and historical performance
and expected performance of the market, including following specific actions by the
Company. This estimate makes it possible to bring the value of the inventories to the
lower of the cost and the presumably realizable value.

Trade payables
The Company has contracts for the supply of goods which include receipt of premiums
and, in certain circumstances, contributions classified in trade payables. These premiums
and contributions are recognised either as a percentage of the quantities purchased,
or as a fixed figure on the quantities purchased or sold, or as a defined contribution.
Especially with reference to those agreements whose term falls after the reporting date,
which account for a minor share of the premiums and contributions for the year, their
calculation is a complex accounting estimate entailing a high level of judgement as it
is affected by many factors. The parameters and information used for the estimate are
based on the purchased or sold volumes and valuations that consider historical figures of
premiums and contributions actually paid by suppliers.

Unearned income product guarantee extension


The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that the Company offers to its customers.
This service is offered by the Company and its affiliates and it is sold directly at the points
of sale against an additional amount over and above the sales price.

The warranty extension compared to the legal requirement can be in timing (more years
covered) and/or the risks covered (e.g., product damage) depending on the product
category sold.

When guarantee services are sold, the Company recognises unearned income equal to
the sales value of this service, and then recognises this unearned income as revenue
throughout the time that the services are being provided. The recognition of this amount
as revenue is determined based on the interventions that have been estimated for repairs
that are covered by the guarantee. The interventions for repairs that are under guarantee
are estimated based on historical information regarding the nature, frequency and costs
of the interventions under guarantee, duly interpolated to stimulate future curves of such
events occurring.
Separate financial statements 288 - 289

Defined benefit plans and other post-employment benefits


The Company provides a defined benefit plan to its employees (employees severance
indemnity).

For the employee benefits, the costs and net financial expenses are measured using
actuarial methods requiring the use of estimates and assumptions for determination
of the net value of an obligation. The actuarial method considers parameters of a
financial nature such as, for example, the discount rate, rates of growth of remuneration
and considers the probability of potential future events occurring through the use of
parameters of a demographic nature such as for example the rates relative to mortality
and resignations or retirement of employees. In particular, the discount rates used as a
reference are rates or rate curves for corporate bonds with a high credit rating in their
respective markets of reference. The changes in each of these parameters could affect
the amount of the liability.

Provisions
The Company creates a provision for disputes and legal proceedings under way when
it is considered probable that there will be a financial outlay and when the amount of
the relative expenses can be reasonably estimated. If the amount of the financial outlay
cannot be reasonably estimated or the probability of such a financial outlay becomes
possible, no provision is established and the fact is indicated in the notes.

During the normal course of business, the Company monitors the status of the disputes
which are ongoing and consults with its own legal and tax advisors. It is therefore possible
that the value of the provisions for the disputes and lawsuits involving the Company may
change as a result of future developments in the proceedings that are ongoing.

Share based payment plan settled with equity instruments


The measurement of the probable market price of options is recognised using the
binomial method (Cox – Ross – Rubinstein). The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the recipients leaving the plan and the probability of achieving the performance targets
were taken into account. For further details see note 5.27.

Hedging derivatives
The fair value of derivative instruments is determined based on the values observed on
regulated markets or prices provided by financial counterparties. If the values and the
sources mentioned are not available, the estimate is made using valuation models that
take into account the objective valuations such as for example estimates of cash flows
and expected volatility of prices.
2.6. Significant accounting policies

Business combinations and goodwill


Business combinations are recognised using the acquisition method. As at the date the
control is acquired, this requires recognition of their value of identifiable assets (including
intangible fixed assets which had previously not been recognised) and identifiable
liabilities (including contingent liabilities but not including future restructuring) of the
acquired company.

Every contingent consideration is recognised by the Company at the fair value as at the
acquisition date. The change in the fair value of the contingent consideration classified
as an asset or liability will be recognised, pursuant to the instructions found in IAS 39, in
profit and loss. If the contingent liability is classified in shareholders’ equity, its initial value
will never be subsequently re-determined.

Goodwill arising from a business combination is initially measured at cost which is the
amount by which the fair value of the consideration paid exceeds the Company’s portion
of the net fair value of the assets, liabilities and contingent liabilities of the acquired
company. Goodwill from a business combination is allocated, as at the acquisition date,
to the individual cash generating units of the Company or groups of cash generating
units that would benefit from the synergies of the combination, regardless whether other
assets or liabilities of the Company have been assigned to these units or groups of units.
Every unit or group of units to which goodwill is allocated:
• represents the smallest level within the company at which goodwill is monitored for
internal operating purposes;
• is not larger than the operating segments that have been identified.

When goodwill constitutes a part of a cash generating unit and a part of that internal
asset and unit is sold, the goodwill associated with the sold asset is included in the book
value of the asset for determination of the profit or the loss from the sale. The goodwill
disposed of in those circumstances is measured based on the relative values of the
activity disposed of and the portion of the units retained.

Any profits from the purchase of a company at favourable prices are immediately
recognised in the income statement, while costs related to the combination, other than
those which refer to the issue of bonds or equity instruments, are recognised as expenses
in the profit/(loss) of the year in which they are incurred.

After initial recognition, goodwill is not amortised and it is decreased by any impairment
losses, which are measured using the procedures described in the paragraph “Impairment
losses of non-financial assets”.

Operations which are under common control are recognised at their book values, without
any capital gain, pursuant to the reference accounting standards, and the guidelines
issued by the OPI 1 (preliminary Assirevi guidelines for IFRS), relative to the “accounting
treatment of business combinations of entities under common control in the separate
and consolidated financial statements”. According to these guidelines, in the event of
business combinations in which the acquired company is controlled by the same entity,
Separate financial statements 290 - 291

whether before or after the acquisition, the net assets must be recognised at their book
value recorded in the books of the acquired company prior to the operation. When the
transfer values are higher than the historical values, the excess must be eliminated by
adjusting the acquiring company’s shareholders equity downwards.

Hierarchical levels of fair value measurement


Various accounting standards and several disclosure obligations require measurement
of the fair value of assets and liabilities whether financial or non-financial. The fair value
is the price that could be secured for the sale of an asset or which could be paid for the
transfer of a liability in an arm’s length transaction on the measurement date. To increase
comparability of the data and the fair value measurements, the standard establishes a
hierarchy identified in three different levels which reflects the significance of the inputs
used in measuring the fair value. The levels identified are the following:
• Level 1: the inputs consist of listed prices (not amended) in active markets for identical
assets or liabilities which the company can access on the measurement date. A listed
price on an active market which is liquid is the most reliable proof for the fair value
measurement, and if the market for the asset/liability is not unique it is necessary to
identify the most beneficial market for the instrument;
• Level 2: inputs other than listed prices included in level 1 that can be observed, whether
directly or indirectly, for the assets or liabilities to be measured. If the asset or the
liability has a specific duration a level 2 input must be observable for the entire duration
of the asset or the liability. Some examples of instruments which fall within the second
hierarchical level are the following: assets or liabilities in markets which are not active
or interest rates and yield curves which are observable at intervals that are commonly
listed;
• ·Level 3: inputs for assets or liabilities which are not observable. The non-observable
inputs shall be used only if the inputs of level 1 and 2 are not available. Notwithstanding
this, the purpose remains the same, that is to determine a closing price on the valuation
date, therefore reflecting the assumptions that the market operators would use in
determining the price of the asset or the liability, including the assumptions related to
the risk.

Plant, machinery, equipment and other assets (tangible fixed assets)


Recognition and measurement
The tangible fixed assets are measured at cost of acquisition including the directly
imputable ancillary expenses net of the depreciation and losses due to accumulated
impairment.

Any financial expenses incurred for the acquisition or construction of capitalised assets
for which a specific period of time is normally required in order to render the asset ready
for usage or sale, are capitalised and amortised throughout the life of the asset class they
refer to. All other financial expenses are recognised in the income statements during the
year they refer to.

If a tangible fixed asset is composed of various components with differing useful lives,
these components are recognised separately (if they are significant components).
The profit or the loss generated by the sale of property, plant, machinery, equipment and
other assets is measured as the difference between the net consideration of the sale and
the net residual value of the asset, and it is recognised in the income statement during
the year in which the elimination takes place.

Subsequent costs
The costs incurred subsequently to the purges of the assets and the replacement cost of
certain parts of the assets recognised in this category are added to the book value of the
element they refer to and they are capitalised only if they increase the future economic
benefits of the asset itself. All other costs are recognised in the income statement once
incurred.

When the replacement cost of certain parts of the asset is capitalised, the net book
value of the replaced parts is allocated to the income statement. The extraordinary
maintenance expenses which increase the useful life of the tangible fixed assets are
capitalised and amortised on the basis of the residual possibility of use of that asset. The
costs for ordinary maintenance are recognised in the income statement in the year in
which they are incurred.

Assets under construction are recognised at cost under assets under construction for as
long as their construction is not available for use; when they become available for use, the
cost is classified in the relative item and depreciated.

Financial leases
Other assets, plant, machinery owned through financial leases, for which the company
has assumed essentially all the risks and benefits that would derive from ownership, are
recognised on the contract start date, as tangible assets at their fair value or, if it is
lower, at the current value of the lease instalments, amortised throughout the estimated
useful life and adjusted for eventual impairment determined in the ways indicated below.
The amount payable to the lessor is shown in the balance sheet among “other financial
liabilities”.

Depreciation
The depreciation period begins from the time the asset becomes available for use and
ends on the earliest of the date on which the asset is classified as held for sale, pursuant
to IFRS 5, and the date on which the asset is eliminated from the books. Any changes to
the depreciation schedule are applied prospectively.

The value to be depreciated is the book value minus the presumable net sales value at the
end of the asset’s useful life, if it is significant and can be reliably measured.

The depreciation rates are determined according to economic - technical rates in relation
to the estimated useful life of the individual assets established pursuant to the company
plans for usage which also consider the physical and technological wear and take into
account the presumable realizable value estimated net of costs for scrapping the asset.
When the tangible asset consists of several significant components with different useful
lives, each component is appreciated separately. When events occur that indicate
possible impairment of tangible fixed assets, or when there are significant reductions
Separate financial statements 292 - 293

in the market value of these assets, significant technological changes or significant


obsolescence, the net book value, regardless of the depreciation that has already been
recognised, is subject to verification based on an estimate of the current value of future
cash flows and eventually adjusted. Subsequently if such conditions do not come to pass,
the impairment will be written down to the book value that would have existed (net of
depreciation) if the impairment of the asset had never been recognised.

The depreciation is calculated on an accrual basis according to the estimated useful life
of the asset, by applying the following percentages:

Category % used

Plant and machinery 15%

Fixtures and fittings, tools and other equipment 15%

Electronic machinery 20%

Furniture 15%

Office fixtures and fittings and machinery 12%

Automobiles 25%

Mobile phones 20%

Leasehold improvements throughout the duration of the contract

Other assets 15%-20%

Intangible assets with a definite useful life


Initial recognition and measurement
The intangible fixed assets acquired separately are initially capitalised at cost while those that are
acquired through business combinations are capitalised at fair value on their acquisition date.
After initial recognition the intangible fixed assets are recognised at cost, net of amortization
and any accumulated impairment.
Key Money paid for store openings is considered as a cost related to a real estate lease and is
generally regarded as an asset with a finite useful life determined by the underlying contract
period. These are initially capitalised at cost and after initial recognition, they are carried at cost
less any accumulated amortisation and any accumulated impairment losses.

Subsequent costs
Costs incurred subsequently to purchase are capitalised only when the expected future
economic benefits which are attributable to the asset they refer to are increased. All
other subsequent costs are recognised in the income statement once incurred.

Depreciation
Intangible fixed assets are amortised based on their useful life and they are tested for
impairment whenever there are indications of a possible loss in their value. The period
and method of amortization applied to them is re-examined at the end of each financial
year or more frequently if necessary. Any changes to the depreciation schedule are
applied prospectively.
The profits or the losses from elimination of an intangible fixed asset are measured from
the difference between the net revenue from the sale and the book value of the intangible
asset, and they are recognised in profit and loss in the year during which the elimination
takes place.

The amortisation is calculated on an accrual basis according to the estimated useful life
of the asset, by applying the following percentages:

Category % used

Software 20%
Based on the duration of the lease beginning
Entry rights from the date that the shop opens
Based on the duration of the lease beginning
Key Money from the date that the shop opens

Brands 5-10%

Financial assets
The Company determines classification of its financial assets after initial recognition and,
where adequate and permitted, reviews this classification upon closure of each year.

Financial assets measured at fair value with changes recognised in profit and loss
This category includes assets held for trading and assets which are defined upon initial
recognition as financial assets at fair value with changes recognised in profit and loss. The
assets held for trading are all those assets which are acquired for sale in the short term.
Derivatives, including those which are unbundled, are classified as financial instruments
held for trading, unless they are designated as hedging instruments, as defined in IAS 39.
The profits or losses on assets held for trading are recognised in the income statement.
For securities which are widely traded on regulated markets, the fair value is determined
by reference to the stock exchange price recognised upon closure of trading at the
end of the financial year. For investments for which there is no active market, the fair
value is determined using valuation techniques which are based on the prices of recent
transactions between independent parties, the current market value of an essentially
similar instrument, analysis of the discounted cash flows and option appreciation models.

Loans and receivables


Loans and receivables are non-derivative financial assets with payments that are fixed
or which can be determined but which are not listed on an active market. After initial
recognition, these assets are measured according to the amortised cost criterion using
the effective interest rate method net of any allocation for impairment. The amortised
cost is calculated with consideration taken of the discounts and premiums and includes
the commissions and transaction costs that are an integral part of the effective interest
rate. The profits and losses are recognised in the income statement when the loans and
receivables are eliminated or when impairment is observed.

Impairment of financial assets


Upon closure of each year the Company checks whether a financial asset or group of
financial assets has become impaired.
Separate financial statements 294 - 295

Assets measured using the amortised cost criteria


If there exists an objective indication that a loan or receivable that has been recognised
at amortised cost has undergone impairment, the amount of the loss is measured as the
difference between the book value of the asset and the current value of estimated future
cash flows (not including future losses on receivables which have not yet been incurred),
discounted using the financial asset’s initial effective interest rate (that is, the effective
interest rate calculated on the initial recognition date or the current effective rate for
variable interest rate loans). The book value of the asset is written down using a provision
and the amount of the loss is recognised in the income statement.

The company initially assesses whether there are indications of any impairment at the
individual level, for the financial assets that are individually significant and, thereafter, at the
individual or collective level for those financial assets that are not. If there are no objective
indications of impairment for a financial asset which is assessed individually, whether it
is significant or not, this asset is included in a group of financial assets with credit risk
characteristics that are similar and the group is tested for impairment collectively. The
assets which are measured individually and for which an impairment loss is recognised or
continues to be recognised, will not be included in the collective measurement.

If, subsequently, the amount of the impairment is reduced and this reduction can be
objectively connected to an event that took place after the recognition of the impairment,
the previously decreased value can be written back. Any subsequent write backs are
recognised in the income statement to the extent that the book value of the asset does
not exceed the amortised cost on the date of the write back.

For trade receivables, an allocation for impairment is made when there is an objective
indication (such as, for example, the probability of insolvency or significant financial
difficulties of the debtor) that the company will not be able to recover all the amounts
that are due based on the original conditions and terms of the invoice. The book value of
the receivable is reduced by using a specific provision. Receivables subject to impairment
are reversed when it is determined that they will no longer be recovered.

When a financial transaction takes place, based on the terms of payment that have been
granted, the receivables are measured at amortised cost through discounting of the
nominal value receivable, with the discount recognised as financial income.

In application of IAS 39, an assigned receivable is eliminated if the assignment provides for
the total transfer of the connected risks and benefits (contractual rights to receive the flows
from a financial asset). The difference between the book value of an assigned asset and the
consideration received is recognised in the income statement as a financial expense.

There are no financial assets which are available for sale or investments held to maturity.

Equity investments in subsidiary companies


Equity investments in subsidiary companies (not classified as held for sale) are classified
under the item “other non-current assets” and they are recorded at cost, adjusted for
losses in value.
The positive differences that emerge during the acquisition of equity investments
between the price and the corresponding shares of shareholders’ equity are maintained
in the carrying amount of the actual equity investments. The purchase or sale values of
equity investments, business units or corporate assets under joint control are reported
in line with the historical carrying amounts of the cost without recording capital gains or
capital losses.
If there are indications that the equity investments may have suffered a reduction in
value, they are subjected to impairments tests and written down if necessary. For the
impairment loss to be debited to the income statement there must be objective evidence
that events have occurred which have an impact on the future estimated cash flows of
the actual equity investments. Any losses exceeding the carrying amount of the equity
investments that may emerge in the presence of legal or implicit obligations for hedging
the losses of the investee companies are recorded under provision for risks and charges.
The original value is restored in subsequent years if the reasons for the impairment no
longer exist.
The related dividends are recorded under financial income from equity investments at
the time the right to obtaining them is established, which usually coincides with the
shareholders’ meeting resolution.

Inventories
The inventories are measured at the lower of the cost and net realizable value. The cost
of inventories includes all costs required to bring the inventories to their current location
and status. This includes in particular the purchase price and other costs which are
directly attributable to the purchase of the merchandise. Commercial discounts, returns
and other similar items are deducted when determining the acquisition cost. The method
used for the cost of inventories is the average weighted cost method.
The value of the obsolete and slow moving inventories is written down in relation to the
possibility of use or realization, through Inventory bad debt provision.

Cash and cash equivalents


The cash and cash equivalents include cash on hand and sight and short term deposits
of no more than three months. For the purpose of the cash flow, the cash and cash
equivalents are represented as cash on hand as defined above, net of bank overdrafts.

Financial liabilities
The financial liabilities are initially recognised at the fair value of the consideration
received net of the transaction costs that are directly attributable to the loan itself. After
initial recognition, the financial liabilities are measured using the amortised cost criteria,
applying the effective interest rate method. Amortization at the effective interest rate
method is included among financial liabilities in the income statement.
Separate financial statements 296 - 297

Liabilities arising from employee benefits


Post-employment benefits may be offered to employees through defined contribution
plans and/or defined benefit plans. These benefits are based on the remuneration and the
years of service of the employees.

Defined contribution plans are post-employment benefit plans based on which the
company and sometimes its employees pay contributions of a specific amount into a
distinct entity (a fund) and the Company does not and will not have a legal or implicit
obligation to pay additional contributions if the fund does not have assets that are
sufficient to cover the obligations to the employees.

The defined benefit plans are plans for benefits after the end of the employment
relationship, which differ from defined contribution plans. Defined benefit plans can
be financed either completely or partially by contributions paid by the company, and
sometimes by its employees, to a company or a fund, which is legally distinct from the
company that provides the benefits to the employees.

The amount which accrues is projected into the future to estimate the amount payable
upon termination of the employment relationship and subsequently discounted to take
into account the time that has passed prior to the actual payment.

The adjustments to the liabilities regarding employee benefits are determined on the basis
of actuarial assumptions, which are based on demographic and financial assumptions
and recognised on an accrual basis concurrently with the employment services required
in order to obtain the benefit. The amount of the rights accrued during the year by the
employees and the portion of the interests on the accrued amount at the beginning of
the period and the corresponding movements referring to the same period observed
is allocated to the income statement under the item “Personnel expenses” while the
financial expense arising from the actuarial calculation is recognised in the comprehensive
statement of income under the item “Profit (loss) from restatement of defined benefit
plans”.

The actuarial valuation is carried out by an actuary who is not employed by the Company.
Following the amendments made to the employee severance indemnity (“TFR”) provisions
of law 296 of 27 December 2006 and the subsequent decrees and regulations (“Social
Security Reform”) issued in the initial months of 2007:
• the TFR accrued up to 31 December 2006 is considered to be a defined benefit
plan pursuant to IAS 19. Benefits provided to employees in the form of TFR which
are granted upon termination of the employment relationship are recognised in the
vesting period;
• TFR which accrues subsequently to 1 January 2007 is considered to be a defined
contribution plan and therefore the contributions accrued during the period are
recognised as a cost in their entirety and the portion which has not yet been paid is
recognised as a liability under “Other current liabilities”.
Provisions
The allocations to provisions are made when the Company is required to fulfil an actual
obligation (whether legal or implicit) which refers to a past event, when an outlay is
possible for discharge of the obligation and it is possible to reliably estimate the amount
thereof. When the Company believes that allocation to the provision will be partially or fully
refunded, for example in the case of risks covered by insurance policies, the indemnification
is recognised distinctly and separately in assets if, and only if, it is practically certain. In
this case, the cost of the eventual allocation is shown in the income statement net of
the amount recognised for the indemnification. If the effect of discounting the value of
money is significant, the non-current portion of the allocations is discounted.

Onerous contracts provision


A provision for charges of contracts is established when the non-discretional costs
required to fulfil obligations that have been assumed are higher than the economic
benefits that the Company expects to obtain by virtue of the contract. This provision is
based on the current value of the lower between the cost of cancelling the contract and
the net cost of pursuing it. Prior to recognizing the provision, the company recognises
any impairment of the assets associated with the contract.

Provisions for restoration of points of sale


For leases which contain a clause requiring restoration of the property, a specific provision
is established. The book value of the liability includes the costs to be incurred up to the
time that the properties are returned to the lessor.

Restructuring provision
A provision is established for restructuring when there is a detailed and official programme
for restructuring that has been approved and the restructuring has begun or the main
aspects of which have been publicly disclosed to third parties.

Trade payables
The payables are recognised at their nominal value net of discounts, returns or invoicing
adjustments, representative of the fair value of the obligation. When a financial transaction
takes place based on the terms of payment that have been agreed, the payables are
measured at amortised cost through discounting of the nominal value receivable, with a
discount recognised as a financial expense.

Assets held for sale


The assets which are held for sale are those for which recovery of the value will take place
mainly through sale rather than through use. The classification in this category takes
place from the time that the sale of a group of assets is considered highly probable and
the assets and liabilities are immediately available for sale in their current conditions. The
assets held for sale are measured at the lower between the cost and the fair value net of
the costs to sell.
Separate financial statements 298 - 299

Impairment of non-financial assets


The Company assesses whether there are any indicators of impairment of tangible
and intangible assets. If there is any such indication, the Company tests the asset for
impairment.

The accounting standard does not request formal preparation of an estimate of the
recoverable value unless there are indications of impairment. Assets which are not
available for use and goodwill acquired in business combinations which must be tested
for impairment annually and whenever there is indication of impairment constitute the
exception to this principle. The Company has set the balance sheet closing date as the
time for testing of impairment of all assets for which annual testing is mandatory.

In evaluating whether there is an indication of impairment of an asset, the Company


considers:
• an increase in the market interest rates or other investments that could influence the
calculation of the Company’s discount rate, thereby diminishing the recoverable value
of the asset;
• significant changes in the technological environment and market in which the Company
operates;
• physical obsolescence not related to the depreciation that the asset has undergone in
a specific period of time;
• any extraordinary plans implemented during the year the impact of which is reflected
on the asset constituting the object of the analysis (for example corporate restructuring
plans);
• operating losses resulting from interim results.

If the analysis shows that there are potential losses due to impairment, the management
will make a preliminary check relative to the useful life, the amortization criterion, and the
residual value of the asset and, based on the applicable accounting standard, shall make
any amendments to these parameters; specific analysis relative to the impairment of the
asset will take place at a later time.

As described in IAS 36, the recoverable value of an asset is the higher of the value in use
and the fair value (net of costs to sell) of the asset itself. Furthermore, in the definition
provided in the international accounting standard, the instructions are the same whether
they refer to a single asset or to cash flow generating units.

In order to better understand the provisions of IAS 36, we provide below some key
definitions:
Value in use: the value in use is the current value of all the cash flows of an asset or a
generating unit, constituting the object of the valuation, which are expected to originate
from it. In particular, an asset generates cash flows, which will be discounted at a pre-tax
rate which reflects the market valuations on the current value of money and the specific
risks inherent in the asset. These cash flows are determined based on the company’s
business plan. These plans are constructed on the basis of detailed budgets and separate
calculations for each asset/cash generating unit. The budgets used do not include the
effects arising from the extraordinary activities (restructuring, sales and acquisitions) and
cover a period of time of up to five financial years;
Fair value: it represents the price that could be secured for the sale of an asset or
which could be paid for the transfer of a liability in an arm’s length transaction on the
measurement date. To determine the fair value of an asset, the Company uses valuation
models that use listed shares, models with valuation multipliers and other available
indicators as a reference;

Cash generating units (or cash flows): a cash generating unit (CGU) is a group of assets
which, together, generate cash flows that are incoming or outgoing regardless of the
cash flows generated by other assets and activities. A group of assets is the smallest
identifiable group able to generate incoming cash flows;

Book value: the book value is the value of assets net of depreciation, write-downs and
write backs.

The accounting standard provides the option of selecting either the fair value or the value
in use. In fact, if one of the two values is higher than the book value, it is not necessary
to identify the other amount as well. Furthermore, the fair value of an asset or cash
generating unit is not always measurable, as there is no criterion that provides a reliable
estimate of the selling price of an asset in an arm’s length transaction between market
operators. In these cases, the value in use can be considered as the recoverable value of
the asset.

Once all the useful values have been identified and determined in terms of evaluating the
asset or the CGU, the book value is compared with the recoverable value and if the book
value is higher than the recoverable value, the company will write down the asset to its
recoverable value.

On each balance sheet closing date the company will furthermore measure, in regard to
all the assets other than goodwill, eventual existence or non-existence of impairment that
has previously been recognised and, should these indications exist, the recoverable value
is estimated. The value of an asset that has previously been written down can be written
back only if there are changes in the estimates on which the recoverable value calculation
which resulted in recognition of the last impairment was based.

The write-back cannot exceed the book value that would have existed, net of depreciation
and amortization, if no impairment loss had been recognised in previous years. This write
back is recognised in the income statement.

Derivative financial instruments and hedge accounting


The Company holds no derivative financial interests for speculative purposes. However,
if the derivative financial instruments do not satisfy all the terms and conditions required
for hedge accounting, the changes in fair value of these instruments are recognised in the
income statement as financial expenses and/or income.
Separate financial statements 300 - 301

Therefore, the derivative financial instruments are recognised using hedge accounting
rules when:
• the formal designation and documentation of the hedging relation itself exists from
the beginning of the hedge;
• it is presumed that the hedge is highly effective;
• the effectiveness can be reliably measured and the hedge itself is highly effective
during the periods of designation.

The Company uses the derivative financial instruments to cover their exposure to interest
rate and currency risk.

The derivatives are initially measured at fair value; the transaction costs attributable to
them are recognised in the income statement at the time that they are incurred. After
initial recognition, the derivatives are measured at fair value. The relative changes are
recognised as described below.

Cash flow hedges


The changes in the fair value of the derivative hedging instrument designated as a cash
flow hedge are recognised directly in equity to the extent that the hedge is effective. For
the non-effective portion, the changes in fair value are recognised in the income statement.

Recognition of the hedge, as indicated above, ceases prospectively if the instrument


designated as the hedge:
• no longer satisfies the criteria for recognition as a hedge;
• reaches maturity;
• is sold;
• is ceased or exercised.

The accumulated profit or loss is kept in equity until the expected operation takes place.
When the hedged element is a non-financial asset, the amount recognised in equity is
transferred to the book value of the asset at the time that it is recognised. In other cases,
the amount recognised in equity is transferred to the income statement in the same year
in which the hedged element has an effect on the income statement.

Share based payment


Key executives and certain managers of the Company may receive a portion of their
remuneration in the form of share based payments. Pursuant to IFRS 2, these are equity
settled plans. The right to payment accrues over the vesting period during which the
managers perform their duties as employees and reach performance targets. Therefore,
during the vesting period, the current value of share based payments as at the assignment
date is recognised in the income statement at cost with an offsetting entry in a special
shareholders’ equity reserve. Changes in the current value subsequent to the assignment
date have no effect on the initial valuation. In particular, the cost, which corresponds to
the current value of the options on the assignment date, is recognised among personnel
costs on a straight line basis throughout the period from the date of the assignment and
the date of maturity, with an offsetting entry recognised in shareholders’ equity.
Cancellation of financial assets and liabilities

A financial asset (or, where applicable, the part of the similar financial asset) is cancelled
from the balance sheet when:
• the rights to receive the cash flows from an asset have been extinguished;
• the Company reserves the right to receive cash flows from the asset, but has assumed
the contractual obligation to pay them in full and without delay to a third party.

A financial liability is cancelled from the balance sheet when the obligation underlying the
liability has been extinguished, or cancelled or fulfilled.

Revenue
Revenues are recognised to the extent that the Company is likely to receive the economic
benefits arising from them and the relative amount may be determined reliably, regardless of the
collection. Revenues are measured at the fair value of the consideration received, not including
discounts, reductions, bonuses or other taxes on sales. The following specific recognition
criteria for revenues must be complied with prior to allocation to the income statement:

Sale of assets
The revenue is recognised when the company has transferred to the buyer all the significant
risks and benefits connected to ownership of the asset, generally at the time that the
consumer purchases the product at the point of sale, the delivery of the good to a residence
in the event of home delivery, or when the ownership is transferred in the wholesale and
B2B channel. As provided in the annex to IAS 18, sales in which delivery is deferred upon
request of the purchaser (“bill and hold”) are recognised as revenue at the time that the
consumer makes the purchase. The revenue is recognised when the asset is available, has
been identified and is ready to be delivered and furthermore deferral of the delivery has
been requested by the purchaser. Similarly the income from the sale is recognised upon
purchase of the good by the consumer even if installation thereof is required. Indeed, the
annex to IAS 18 provides that the revenue be recognised immediately upon acceptance
of delivery by the purchaser when the installation procedure is very simple (for example
installation of a device that requires only unpacking, and connection to an electrical outlet).

The Company has a customer loyalty programme which is based on points, the Unieuro
Club, with which customers can accumulate loyalty points when they acquire products
in points of sale bearing the Unieuro Brand. Once a specific minimum number of points
have been collected, they can be used as a discount on the purchase of another product.
The duration of the programme coincides with the fiscal year. The Company records an
adjustment to the estimated revenues based on the points accrued which had not yet
been spent, the value of the discount to be paid as provided by the loyalty programme and
the historical information regarding the percentage of loyalty point usage by customers.

Provision of services
The revenues and the costs arising from the provision of services are recognised on the
basis of the progress of the services at the closing date of the year. The progress is
determined based on the valuation of the work that has been carried out. When several
services are provided within a single contract, the consideration is distributed among the
Separate financial statements 302 - 303

individual services based on the relative fair value.


For the sale of guarantee extension services over and above the guarantee provided by
the manufacturer pursuant to the law, the Company recognises the revenue throughout
the duration that the services are provided, based on the estimated interventions for
repairs under guarantee. The interventions for repairs that are under guarantee are
estimated based on historical information regarding the nature, frequency and costs of
the interventions under guarantee, duly interpolated to stimulate future curves of such
events occurring.

Commissions
The payments received on the sale of specific goods and services such as for example
consumer loans, are calculated as a percentage of the value of the service that is carried
out or, sometimes on the basis of a fixed consideration and they correspond with the
amount of the commission received by the Company.

Revenues from operating leases when the Company is the Lessor


The revenues from operating leases (rental income) are recognised on a straight line
basis throughout the duration of the leases existing as at the balance sheet closing date
and they are classified among “other income” given their operating nature.

Costs
The costs and other operating expenses are recognised in the income statement when they are
incurred on the basis of the accruals principle and the correlation of revenues, when they do not
produce future economic benefits or when the latter do not have to be recognised as assets.

The costs for the purchase of merchandise are recognised upon assumption of all the
risks and benefits connected to ownership and they are measured at the fair value of the
consideration payable net of any reductions, returns, trade discounts and bonuses.

Agreements with suppliers involve recognising premiums and contributions. These


premiums and contributions are recognised either as a percentage of the quantities
purchased, or as a fixed figure on the quantities purchased or sold, or as a defined
contribution. For commercial agreements with a maturity date that is later than the end
of the financial year an estimate is made based on the amount of purchase or sale and
on valuations that take into account historical data regarding the effective recognition of
premiums and contributions by suppliers.

The costs for services are recognised on the basis of the progress of the services at the
closing date of the year.

It is hereby specified that the costs relative to the listing of the shares of the Company
on Mercato Telematico Azionario of Borsa Italiana S.p.A. are recognised in the income
statement when they are incurred pursuant to the accruals principle. This accounting
treatment arises from the structure of the offer solely for the placement of the shares
sold by Italian Electronics Holdings, which did not generate income for the Company.
The costs arising from operating leases are recognised on a straight line basis throughout
the duration of the reference contracts. Additional costs which depend on and are
determined by the revenues achieved in a specific point of sale, are recognised on an
accruals basis during the contractual period.

Interest income and interest expense


Interest income and expenses are recognised in the net result for the year on an accruals
basis using the effective interest rate method. The effective interest method is the rate
that exactly discounts the future expected cash flows to the net book value of the financial
asset or liability, based on the expected life of the financial instrument.

Taxes
Current taxes
The current taxes are determined based on a realistic forecasts of tax expenses payable
on an accruals basis and in application of the applicable tax laws. The rates and tax laws
used to calculate the amount are the applicable rates and laws, or essentially those which
are in force, as at the balance sheet closing date. The current taxes which are relative
to elements that are not included in the income statement, are allocated directly to the
statement of comprehensive income and thereafter to shareholders’ equity, in line with
the recognition of the element to which they refer.

Following the loss of control of Italian Electronics Holdings which took place on 6
September 2017, the national tax consolidation scheme was interrupted and Italian
Electronics Holdings as the consolidating party exercised its option with effect from the
year ended 28 February 2015;

Deferred taxes
The deferred taxes are calculated using the so-called “liability method” on the temporary
differences from the balance sheet data between the tax values used as a reference
for the assets and liabilities and the values included in the balance sheet. The deferred
tax liabilities are recognised against all taxable temporary differences, except when
the deferred taxes arise from initial recognition of goodwill of an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction,
has no effect either on the profit for the year calculated for the balance sheet statement
purposes or the profit or the loss calculated for tax purposes.

The deferred tax assets are recognised against all the deductible temporary differences
and for tax losses brought forward, to the extent that the existence of adequate future
taxable profits sufficient for usage of the deductible temporary differences and tax losses
brought forward is probable. The value to post in the balance sheet of the deferred tax
assets is re-examined on each balance sheet closing date and reduced to the extent that
it is no longer probable that there will be sufficient taxable profits in the future for the
recovery of these assets. The deferred tax assets which are not recognised are re-examined
periodically on the balance sheet closing date and they are recognised to the extent that it
has become probable that there will be taxable profit that can absorb these deferred taxes.
Separate financial statements 304 - 305

The deferred taxes are measured based on the tax rates that are expected will be
applicable in the financial year in which these assets will be realised or these liabilities will
be extinguished, considering the rates applicable and those already issued or essentially
issued on the balance sheet date. The estimate has considered the provisions of law 208
of 28 December 2015 “Stability law 2016” which has provided for reduction of the IRES
rate from 27.5% to 24% with effect for the tax years subsequent to 28 February 2017.

The deferred tax assets and liabilities are offset if they refer to taxes payable to the
same tax authority and there exists a legal right that allows offsetting of the assets and
liabilities for current taxes.

Effects of the changes in foreign exchange rates


The financial statements are presented in Euro, which is the Company’s functional and
presentation currency. The transactions in a foreign currency are recognised initially at
the exchange rate (which refers to the functional currency) existing as at that transaction
date. The monetary assets and liabilities which are denominated in a foreign currency
are converted back to the functional currency at the exchange rate applicable on the
balance sheet closing date. All foreign exchange differences are recognised in the income
statement. The non-monetary items which are measured at their historical cost in a
foreign currency are converted using the exchange rate applicable as at the initial date
on which the transaction was recorded. The non-monetary items which are measured at
their fair value in a foreign currency are converted using the exchange rate applicable as
at the initial date the value was recorded.

Earnings per share


Earnings per share - basic
The basic earnings per share are calculated by dividing the profit of the company by the
number of Unieuro S.p.A. shares on the date the financial statements are approved.

Earnings per share - diluted


The diluted earnings per share are calculated by dividing the profit of the company by the
number of Unieuro S.p.A. shares on the date the financial statements are approved. For the
purpose of calculating the diluted earnings per share, the shares are modified assuming
that all holders of rights that potentially have a dilutive effect exercise these rights.

Segment Reporting
An operating segment is defined by IFRS 8 as a component of an entity that: i) undertakes
business activities and generates revenues and costs (including revenues and costs that
refer to the operations with other components of the same entity); ii) the operating
results of which are reviewed periodically at the highest decision-making level of the
entity in order to adopt decisions regarding resources to allocate to this segment and
measurement of the results; iii) for which separate financial information is available.

The information regarding the business segments was prepared pursuant to the
instructions set forth in IFRS 8 “Operating Segments”, which provide for presentation
of information in line with the procedures adopted at the top management level for
assumption of operating decisions. Therefore, identification of the operating segments
and the information presented are defined on the basis of internal reports used by the
companies for allocation of resources and for analysis of the relative performances.

2.7. New accounting standards

The new accounting standards, amendments and interpretations endorsed by the


European Union which came into effect from the year beginning 1 March 2017
Though they entered into effect from the year that began on 1 March 2017, the following
new documents have not had a significant effect on the financial statements in terms of
disclosures or changes to the accounting standards, as they mainly refer to issues that
do not apply to the Company:

Improvements to IFRS (2014-2016 cycle)

Amendments to IAS 7 - information

Amendments to IAS 12 - measurement of deferred tax income on unrealised losses

Accounting standards, amendments and interpretations IFRS and IFRIC endorsed


by the European Union which are not yet mandatorily applicable and had not been
adopted early by the Company as at 28 February 2018
Below are the new accounting standards or amendments to standards applicable for the
years beginning after 1 January 2018, for which early application is allowed. The Company
has decided not to adopt them early for preparation of these financial statements:
• IFRS 15 – “Revenue from Contracts with Customers”: On 28 May 2014, the IASB
issued IFRS 15 “Revenue from Contracts with Customers” (hereinafter IFRS 15), which
sets when and how to recognise revenue from contracts with customers (including
contracts regarding work on order). In particular, IFRS 15 requires that recognition of
revenues be based on the following 5 steps: (i) identify the contract with the customer;
(ii) identify the performance obligations in the contract (the goods or services that
have been promised to the customer); (iii) determine the transaction price; (iv) allocate
the transaction price to the performance obligations in the contracts based on the
standalone selling price of each good or service; and (v) recognise revenue when
(or as) the entity satisfies a performance obligation. Moreover, IFRS 15 integrates
financial statement information to provide with regard to the nature, amount, timing
and uncertainty of revenues and the relative cash flows. The provisions of IFRS 15 are
effective from the years beginning on or after 1 January 2018.
• IFRS 9 - “Financial Instruments”: On 24 July 2014, the IASB finished the revision of the
accounting standard on financial instruments with the issuing of the complete version
of IFRS 9 “Financial Instruments” ( IFRS 9). In particular the new provisions of IFRS
9: (i) modify the classification and valuation model for financial assets; (ii) introduce
a new method for writing down financial assets that takes into account expected
losses (the expected credit losses); and (iii) amend the provisions regarding hedge
accounting. The provisions of IFRS 9 are effective from the years beginning on or
after 1 January 2018.
Separate financial statements 306 - 307

• IFRS 16 - “Leases”: On 13 January 2016, the IASB issued IFRS 16 “Leases”, (hereinafter
IFRS 16) which replaces IAS 17 and its related interpretations. In particular, IFRS 16
defines a lease as a contract that attributes to the customer (the lessee) the right to
use an asset for a specific period in exchange for a consideration. The new accounting
standard eliminates the classification of leases as being operating or financial for
financial statement preparation purposes by companies that are lessees; for all leases
with a term exceeding 12 months, the recognition of an asset, which represents the
right of use, and a liability, which represents the obligation to make the payment set
forth in the contract, is required. Conversely, for the preparation of the lessor’s financial
statements, the distinction between operating and financial leases is maintained.
IFRS 16 reinforces financial statement disclosure for both lessees and lessors. The
provisions of IFRS 16 are effective from the years beginning on or after 1 January 2019.
• Clarifications to IFRS 15 – “Revenue from Contracts with Customers”: On 12 April
2016, the IASB issued amendments to IFRS 15 “Clarification to IFRS 15 Revenue from
contracts with customers”. The IASB along with the FASB, in order to facilitate the
implementation phase of the new IFRS 15, have introduced the following clarifications:
(i) to identify the performance obligations provided in the contract, the change to the
standard makes it clear that for the purposes of recognising revenue, an analysis shall
be carried out to determine whether the nature of the performance, in the context of
the contract, is to transfer individual assets or provide individual services separately,
or if the transfer/delivery of a ‘unicum’ formed from the combination of the items
with respect to which the individual assets and services represent an indivisible
component. In particular, the description has been expanded and clarified for the
factors to be considered in the context of this analysis, pointing out, for example, that
when two or more components of a contract cannot be supplied separately from
each other, there is an indicator that the components are significantly interrelated and,
therefore, constitute a single performance, (ii) to the guidance contained in the IFRS
15 which deals with licensing of intellectual property in order to determine whether
the related revenues are to be reported at a point in time, or over the time, (iii) to
the identification of so-called agency relationships (irrespective of the legal form of
the contract), in order to distinguish the circumstances in which the recognition of
revenues should be “gross” of costs, from those in which a clear representation in
that performance similar to a commission is required, (iv) to the provisions of the first
application of the standard, in particular two new simplifications are introduced that
allow the non-application of the new standard to contracts that have already been
completed at the beginning of the first of the financial years presented at the date of
first application in case of retrospective application and contract changes that took
place before the beginning of the earliest financial year presented on the date of first
application, considering such changes as integral parts of the original contract. The
amendments are applicable from 1 January 2018, but early application is allowed. The
changes must be applied retrospectively as if they had been included in the IFRS 15
standard on the date of the first application. The provisions of IFRS 15 are effective
from the years beginning on or after 1 January 2018.
• amendments to IFRS 4 - “Insurance Contracts“: On 12 September 2016 the IASB issued
amendments to IFRS 4 “Insurance Contracts“ - joint application of IRFS 9 Financial
instruments and IFRS 4 Insurance Contracts. The amendments to IFRS 4 are aimed
at remedying the temporary accounting consequences of the time-lag between the
date that IFRS 9 comes into force and the date that the new accounting standard for
insurance contracts that replaced IFRS 4 comes into effect (IRFS 17). The provisions
are effective from the years beginning on or after 1 January 2018.

Based on the facts and cases the new documents apply to and with account taken
of the current accounting standards adopted by the Company, we believe that there
will be significant effects from the first time application of these documents insofar
as IFRS 16, which will enter into effect from the years beginning on or after 1 January
2019. In fact, this new standard provides that a lessee, except for specific exemptions
(e.g. short-term leases or leasing of goods with a minimal value), must recognise all
leases in the financial statements, including those currently classified as operating
leases, as financial liabilities for the obligation to pay the future instalments, and the
rights of use arising from the leases must be recognised under non-current assets as
offsetting entries. The estimate of the quantitative effects arising from application by
the company of IFRS 16 is currently being calculated.
Furthermore, it is hereby noted that the analyses for identification of any effects
arising from first application of IFRS 9 with regard to the measurement, classification
and valuation of financial instruments and IFRS 15 with regard to the time and
measurement of revenues for the sale of assets and the provision of services to
customers have been performed. Based on some calculations, it is assumed that the
effects for the Company arising from first time application of these new standards
will not be significant.

The accounting standards, amendments and IFRS interpretations which have not yet
been endorsed by the European Union
• On 8 December 2016, the IASB issued IFRIC interpretation 22: Foreign Currency
Transactions and Advance Consideration. This new document provides clarification
on the accounting of operations in foreign currency.
• On 8 December 2016, the IASB issued amendments to IAS 40 - Transfers of
Investment Property. The amendments refer to section 57 of IAS 40 and apply to
financial statements covering periods beginning on (or after) 1 January 2018, but
earlier adoption is permitted.
• On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the
profitability and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued
in 2004 as interim Standard. It will enter into force as of 1 January 2021, but earlier
adoption is permitted.
• On 7 June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax Treatments
that provides accounting guidance on how to reflect any income tax uncertainties
regarding the taxation of a given phenomenon. IFRIC 23 will enter into force on 1
January 2019.
• On 20 June 2016, the IASB issued amendments to IFRS 2 “Classification and
measurement of share-based payment transactions (Amendments to IFRS 2)”. The
IASB has clarified the following application topics: (i) if the cash-settled share-
based payment plan provides conditions for vesting of the plan, the liability shall
be calculated on every closing date of the financial statements with the same logic
followed for equity-settled plans. Therefore, also for cash-settled plans, the fair value
of the assigned instruments must be calculated by considering only the conditions
for achieving market objectives, while the terms of service and conditions for
Separate financial statements 308 - 309

achieving non-market goals will be used to determine the number of instruments


that are assigned during the vesting period, (ii) in the event that the equity-settled
plan provides a mechanism by which the number of shares acquired is reduced by
the amount of the withholding tax paid on behalf of the employee, then the entire
plan is classified as equity-settled provided that the plan allows or requires the entity
to adjust the plan, net of withholding tax to be paid on behalf of the employee,
and that the entire plan, in the absence of the above mentioned clause, would be
classified as equity-settled, and (iii) in the case of modification of a plan from “cash-
settled” to “ equity-settled”, the accounting treatment to be followed at the date of
the modification involves de-recognising the liability for the original “cash-settled”
plan, recognising in shareholders’ equity an amount equal to the fair value of the
new “equity-settled “ plan according to services and goods already received, and
recognising the difference between these two previous amounts in the profit/(loss)
for the financial year. The amendments to IFRS 2 Share-based payments should be
applied retroactively starting with financial statements for financial years that begin
on (or after) 1 January 2018.
• On 12 October 2017, the IASB issued amendments to IFRS 9 - Prepayment Features with
Negative Compensation. The amendments are aimed at allowing the measurement at
amortised cost or fair value through other comprehensive income (OCI) of financial
assets featuring an early termination option with negative compensation.
• On 12 October 2017, the IASB issued amendments to IAS 28 - Long-term Interests in
Associates and Joint Ventures. The amendments are designed to clarify to which long-
terms receivables from an associated company or joint venture which, in essence, are
part of the net investment of the associated company or joint venture IFRS 9 applies.
• On 12 December 2017, the IASB published Annual Improvements to IFRSs 2015 -2017
Cycle, which include amendments to IAS 12 - Income Taxes, IAS 23 - Borrowing Costs,
IFRS 3 - Business Combination and IFRS 11 - Joint Arrangements. The amendments
will come into force on 1 January 2019. Early application is permitted.
• On 7 February 2018, the IASB published amendments to IAS 19 - “Plan Amendment,
Curtailment or Settlement” which clarifies how pension expenses are calculated when
there is a change in defined-benefit plans. The amendments will come into force on
1 January 2019.

3. Information on financial risks


In terms of business risks, the main risks identified, monitored and, as specified below,
actively managed by the Company are as follows:
• credit risk (both in relation to normal trading transactions with customers as well as
financing activities);
• liquidity risk (with respect to the availability of financial resources and access to the
credit market and financial instruments in general);
• market risk (including currency and interest rate risks).

The objective is to maintain over time balanced management of the financial exposure
so as to ensure a liability structure that is coherent in terms of the composition of the
asset structure and able to ensure the necessary operating flexibility through the usage
of liquidity generated from current operations and usage of bank lending.
The main financing instruments used are:
• medium-long term loans, to cover investments in fixed assets;
• short-term loans, current account credit lines to finance working capital.

Furthermore, hedges have been established to cover the risk of interest rate fluctuation,
that have influenced the cost of financial indebtedness in the medium - long-term and
consequently also the economic results. The following section provides qualitative and
quantitative information regarding the incidence of these risks.

3.1. Credit Risk


Credit risk is the possibility that an unexpected change in the credit rating of a counterparty
will expose the Company to the risk of default, subjecting it to potential lawsuits. By way of
introduction we note that the credit risk which the Company is subject to is minimal since
its sales are mainly to the end consumers who pay the consideration upon purchasing the
product. Sales to affiliates (Wholesale channel) and wholesale customers (B2b channel)
which represent a total of 17.6% of the company’s revenues as at 28 February 2018,
require the company to use strategies and instruments to reduce this risk. The Company
has in place processes for credit monitoring that provide for obtaining bank guarantees
to cover a significant amount of the turnover in existence with customers, analyse the
reliability of customers, the attribution of a credit line, control of exposures through
reporting with separate payment deadlines and average collection times. There are no
significant concentrations of risk. The other receivables are mainly receivables from the
tax authorities and public administrations, lease instalments paid early and advances paid
for services which therefore carry a limited credit risk.

The financial assets are recognised net of write-downs calculated based on counterparty
default risk. This is determined according to procedures that can involve both write-
downs of individual positions, if they are individually significant, and for which there is
an objective condition of total or partial non-collectability, or on collective write-downs
based on historical and statistical data. Furthermore, the book value of the financial
assets represents the Company’s maximum exposure to credit risk.

3.2. Liquidity Risk


Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual
obligations consist of discharging financial liabilities within the deadlines that have been
set. Liquidity risk management is the management of incoming funds, guaranteeing a
balance between cash inflows and outflows and thereby minimizing the cost of financial
management. This translates into procuring financial resources sufficient to maintain the
company’s financial structure streamlined, reducing that cost to the minimum level (in
terms of financial expenses). Liquidity risk is limited by:
• cash flows from operations: optimal management of incoming cash flows from normal
operations as compared to cash outflows;
• usage of short-term loans (hot money);
• usage of committed credit lines: these are credit lines that pools of banks commit to
having available for the Company until maturity;
• usage of non-committed financial assets only for funding purposes;
Separate financial statements 310 - 311

• usage of medium/long-term loans able to maintain the Company’s ordinary and


other operations; the usage of this type of resource requires constant monitoring of
expirations of financial debts as well as contingent market terms and conditions.

The liquidity risk consists of the possible difficulty of obtaining financial resources at an
acceptable cost in order to conduct normal operating activities. The factors that influence
liquidity risk refer both to resources that are generated or absorbed by current operations
as well as to those that are generated or absorbed by investments and financing, the
latter referring to repayment schedules or accessing short and long-term financial loans
and the availability of funds in the financial market.

The financial structure in its entirety is constantly monitored by the Company to ensure
coverage of its liquidity needs. Below is the Company’s financial structure by deadline for
the years and at 28 February 2018 and 28 February 2017:

Balance as at
(Amounts in 28 February Between 12M
thousands of Euros) 2018 Within 12M and 60M Over 60M Total

Financial liabilities 47,479 6,961 40,518 - 47,479


Other financial
liabilities 19,668 7,473 12,195 - 19,668

Total 67,147 14,434 52,713 - 67,147

Balance as at
(Amounts in 28 February Between 12M
thousands of Euros) 2017 Within 12M and 60M Over 60M Total

Financial liabilities 31,780 5,984 25,796 - 31,780


Other financial
liabilities 6,845 2,418 4,427 - 6,845

Total 38,625 8,402 30,223 - 38,625

3.3. Market Risk


3.3.1. Interest rate risk
The Company uses external financial resources in the form of debt and available liquidity
from bank deposits. Changes in the market interest rate levels influence the cost and return
of various forms of financing and usage, thereby affecting the level of the Company’s
financial income and expenses.
To address these risks, the Company has stipulated with a pool of banks derivative
contracts consisting of interest rate swaps (IRS) in order to mitigate the potential effect
of changes in the interest rates on the economic result, with economically acceptable
terms and conditions.
The interest rate swaps in existence as at 28 February 2018 were stipulated following the
conclusion of a loan contract with a pool of banks, led by Banca IMI S.p.A. On 12 February
2018 following the closing which took place on 9 January 2018, the date on which the
loan agreement known as the Senior Facilities Agreement was concluded (the “Loan
Agreement”), new interest rate swaps associated with the term loan current supplied by
the pool were concluded.
(Amounts in thousands
of Euros) Nominal value as at Fair value al
Derivative Stipulated Expires 28 February 28 February 28 February 28 February
contracts on on 2018 2017 2018 2017
Interest Rate Swaps
(IRS) 12/02/2018 09/01/2023 50,000 - 250 -

The interest rate swaps, which satisfy the requirements of IAS 39, are recognised using the hedge
accounting method. The amount recognised in equity under the cash flow hedge reserve is
equal to €191 thousand (negative) as at 28 February 2018 and zero as at 28 February 2017.

Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that
indicates the effects on the income statement and on shareholders’ equity arising from
a hypothetical change in market rates which discount appreciation or depreciation equal
to 50 BPS compared to the forward rate curves as at 28 February 2018.

Effect of changes on financial expenses - income statement


To address the risk of changes in interest rates, the Company has stipulated with a pool
of banks derivative contracts consisting of interest rate swaps in order to mitigate, under
economically acceptable terms and conditions, the potential effect of changes in the
interest rates on the economic result. A change in the interest rates, from a hypothetical
change in market rates which respectively discount appreciation and depreciation of 50
BPS, would have resulted in an effect on financial expenses for 2018 as follows below.

(Amounts in thousands of Euros) - 50 bps + 50 bps

As at 28 February 2018 11 (11)

Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower
profit and a decrease in equity.

We note that the sensitivity analysis arising from a hypothetical change in the market
rates which respectively discount appreciation and depreciation equal to 50 BPS, takes
into account the hedges established by the Company.

We note that for the purposes of this analysis, no hypothesis has been made relative to
the effect of the amortised cost.

Effect of a change in the cash flow hedge- shareholders’ equity reserve


The impact on the fair value of IRS derivatives arising from a hypothetical change in
interest rates is summarized in the table below.

(Amounts in thousands of Euros) - 50 bps + 50 bps

Sensitivity analysis as at 28 February 2018 (2) 2

3.3.2. Currency Risk


The company is exposed to currency risk, which is the risk connected to fluctuations in
the exchange rate of two currencies, mainly due to importation of merchandise. This risk
Separate financial statements 312 - 313

is considered irrelevant for the Company since the volume of the transactions in a foreign
currency is not significant; in any case the Company covers the estimated exposure to currency
rate fluctuations related to the main transactions anticipated in the short term concerning
merchandise imports which require payment to suppliers in United States dollars, using forward
contracts for United States dollars. The fair value of the forward instruments in existence as at
28 February 2018 is negative at Euro 61 thousand. The effects of these derivative financial
instruments used for hedging purposes were recognised in the income statement, as they do
not comply with all the requirements set forth in IAS 39 for hedge accounting.

Sensitivity Analysis
Exposure to credit risk was measured by means of a sensitivity analysis that indicates
the effects on the income statement and shareholders’ equity from a hypothetical
appreciation (depreciation) of the Euro on the United States dollar.

This analysis assumes that all other variables, interest rates in particular, are unchanged
and does not consider the effects of sales and purchases.

A change in the currency rates, from a hypothetical change in market rates which
respectively discounts appreciation and depreciation of 50 BPS, would have resulted in
an effect on financial expenses as shown below.

(Amounts in thousands of Euros) Profits/(losses) for the year ended 28 February 2018

appreciation depreciation

USD (5% change) (3) 3

3.4. Fair value estimates


The fair value of the financial instruments listed on an active market is based on market
prices as at the balance sheet date. The fair value of the instruments which are not listed
on an active market is determined by using valuation techniques which are based on a
series of methods and assumptions which are connected to market conditions as at the
balance sheet date.
The classification of the fair value of financial instruments based on the following
hierarchical levels is set out below:
• Level 1: fair value determined based on listed prices (not adjusted) on active markets
for identical financial instruments;
• Level 2: fair value determined using valuation techniques that refer to variables that
are observable on active markets;
• Level 3: fair value determined using valuation techniques that refer to variables that
are not observable on active markets.

Financial instruments measured at fair value are classified at level 2 and the general
criterion used to calculate them is the current value of future cash flows provided for the
instrument constituting the object of the measurement.

The liabilities relative to the bank indebtedness are measured using the amortised cost
criterion. Trade payables and receivables are measured at their book value, net of any
provision for bad debts, as this is considered to be close to the current value.
The table below separates financial assets and liabilities by category as at 28 February
2018 and 29 February 2017:

(Amounts in thousands of Euros) Year ended 28 February 2018


Fair value
Loans and of hedging Other
receivables instruments liabilities Total
Financial assets not
designated at fair value

Cash and cash equivalents 60,209 - - 60,209

Trade receivables 40,366 - - 40,366

Other assets 27,460 - - 27,460


Financial assets
designated at fair value

Other assets 56 56
Financial liabilities not
designated at fair value

Financial liabilities - 47,479 47,479

Trade payables - 410,086 410,086

Other liabilities - 163,150 163,150

Other financial liabilities - 19,345 19,345


Financial liabilities
designated at fair value

Other financial liabilities - 323 - 323

(Amounts in thousands of Euros) Year ended 28 February 2017


Fair value
Loans and of hedging Other
receivables instruments liabilities Total
Financial assets not
designated at fair value

Cash and cash equivalents 36,666 - - 36,666

Trade receivables 35,203 - - 35,203

Other assets 15,968 - - 15,968


Financial assets
designated at fair value

Other assets - 53 - 53
Financial liabilities not
designated at fair value

Financial liabilities - - 31,780 31,780

Trade payables - - 334,546 334,546

Other liabilities - - 140,348 140,348

Other financial liabilities - - 6,838 6,838


Financial liabilities
designated at fair value

Other financial liabilities - 7 - 7


Separate financial statements 314 - 315

4. Information on operating segments

The operating segment identified by the Company which encompasses all services and
products provided to customers, is unique and consists of the entire company. As the
Company is a single channel business, there is only one Strategic Business Unit (“SBU”).
The management has also identified within the SBU three Cash Generating Units (“CGUs”)
to which goodwill has been allocated. This approach is supported by the control model
for operations by the company management which considers the entire operation as a
whole, regardless of the product lines or geographic locations which are considered to
be insignificant in terms of decision-making.
The operating segment’s results are measured by analysing trends of revenue and gross
operating profit or loss.

(in thousands of Euros and as a percentage of revenues) Year ended

28 February 2018 28 February 2017

Revenue 1,835,518 1,660,495

GROSS OPERATING PROFIT 44,349 38,084

% of revenues 2.4% 2.3%

Depreciation, amortisation and write-downs (27,346) (17,958)

OPERATING PROFIT 17,003 20,126

Financial income 299 358

Financial expenses (7,920) (6,222)

PROFIT BEFORE TAX 9,382 14,262

Income taxes (861) (2,675)

PROFIT/(LOSS) FOR THE YEAR 8,521 11,587

The impact of the gross Profit/(loss) on Revenues rose from 2.3% for the year ended 28
February 2017 to 2.4% for the year ended 28 February 2018, with the increase mainly due
to the increase in sales volumes.

The table below contains a breakdown of revenue by product category and service
offered:

(Amounts in thousands of Euros) Year ended

28 February 2018 28 February 2017

Grey 850,908 798,791

White 486,163 421,929

Brown 332,199 301,370

Other 101,159 79,855

Services 65,089 58,550

Total 1,835,518 1,660,495


The table below contains a breakdown of the revenues per geographical area:

(Amounts in thousands of Euros) Year ended

28 February 2018 28 February 2017

Abroad 7,540 7,000

Italy 1,827,978 1,653,495

Total 1,835,518 1,660,495

The revenues are attributed based on the invoicing in Italy/abroad.


Non-current assets in countries other than those in which the Company has branches are
not recognised.

5. Notes to the individual balance sheet items


5.1. Plant, machinery, equipment and other assets
Below is the balance of the item “Plant, machinery, equipment and other assets” by
category as at 28 February 2018 and 28 February 2017:
(Amounts in
thousands of Euros Amounts as at 28 February 2018 Amounts as at 28 February 2017
Accumulated Accumulated
Amortisation Amortisation
Historical and Net book Historical and Net book
cost Depreciation value cost Depreciation value

Plant and machinery 122,078 (88,848) 33,230 107,488 (81,711) 25,777

Equipment 18,445 (14,269) 4,176 17,085 (13,622) 3,463

Other assets 164,523 (129,447) 35,076 147,436 (120,766) 26,670


Tangible assets
under construction 2,232 - 2,232 4,912 - 4,912
Total plant,
machinery,
equipment
and other assets 307,278 (232,564) 74,714 276,921 (216,099) 60,822

The change in the item “Plant, machinery, equipment and other assets” for the period
from 29 February 2016 to 28 February 2018 is shown below:
Separate financial statements 316 - 317

Tangible
assets under
construction and
(Amounts in thousands Plant and Other payments on
of Euros) machinery Equipment assets account Total
Balance as at
29 February 2016 21,891 3,605 23,210 2,817 51,523

Increases 9,588 718 11,078 4,451 25,835

Decreases (13) (181) (81) (2,356) (2,631)


Amortisation, depreciation
and write downs/
(write backs) (5,702) (843) (7,605) - (14,150)
Decreases in Amortisation,
Depreciation Provision 13 164 68 - 245
Balance as at
28 February 2017 25,777 3,463 26,670 4,912 60,822

Increases 13,905 1,365 15,857 1,774 32,901

Business unit acquisitions 685 1,242 1,927

Decreases 0 (5) (10) (4,454) (4,469)


Amortisation, depreciation
and write downs/
(write backs) (7,137) (651) (8,693) - (16,481)
Decreases in Amortisation,
Depreciation Provision 4 10 14
Balance as at
28 February 2018 33,230 4,176 35,076 2,232 74,714

In the year ended 28 February 2018, the Company made investments net of decreases in
the category “Assets under construction” of €30,374 thousand.

In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing €5,784 thousand through the restyling of the layouts and reduction
or expansion of the sales surface area; (ii) investments for the opening and acquisition
of new points of sale in new consumer areas considered to be strategic or in areas which
were not sufficiently covered by the current portfolio of stores and refurbishing of the
sales outlets from the Andreoli S.p.A. and Cerioni S.p.A. business units costing €13,487
thousand; (iii) investments in relocating existing points of sale in consumer areas considered
to be more strategic costing €812 thousand; (iv) minor maintenance interventions of an
extraordinary nature and renewal of the furniture in various points of sale costing €6,043
thousand; (v) investments in a new data centre and other tangible infrastructures costing
€1,421 thousand and (vi) a contribution resulting from the acquisition of 21 sales outlets
belonging to the Andreoli S.p.A. business unit and from the acquisition of 19 sales outlets
belonging to the Cerioni S.p.A. business unit costing €1,927 thousand.

The new financial leases are equal to €2,655 thousand and of these €198 thousand
referred to electronic machines and €2,457 thousand to furniture and furnishings.

Note that the acquisition of the 21 sales outlets belonging to the Andreoli S.p.A. business
unit and the 19 sales outlets belonging to the Cerioni S.p.A. business unit were configured
as business combinations and therefore came under the scope of IFRS 3. As required by
the principle, the tangible assets were measured and recorded at their fair value on the
acquisition date, which meets the requirements under IAS 16.
The Company used internal techniques to measure this fair value, with the estimated value
of the assets acquired standing at €1,927 thousand. The amortisation and depreciation
was calculated based on the depreciation rates adopted for the respective category.

The values and useful life were reflected in the Financial Statements from the date of the
acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and
from 31 October 2017 for the progressive acquisition of the 19 Cerioni sales outlets. For
further details, see note 5.28 “Business unit combinations”

The item “Amortization and write-downs (write backs)” of €16,4810 thousand includes
€15,498 thousand in depreciation and €983 thousand of write-downs and write backs.
The write-downs mainly refer to stores for which onerous leases were identified, while the
write backs refer to stores with a significant improvement in their economic results, so
that the lease was no longer considered onerous, and therefore previously written down
assets were written back.

In the year ended 28 February 2017, the Company made investments net of decreases in
the category “Assets under construction” of €23,479 thousand.

In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing €9,271 thousand through the restyling of the layouts and reduction
of the sales surface area; (ii) investments for the opening of new points of sale in new
consumer areas considered to be strategic or in areas which were not sufficiently covered
by the current portfolio of shops costing €3,300 thousand; (iii) investments in relocating
points of sale existing in consumer areas considered to be more strategic costing €3,198
thousand (iv) energy efficiency projects and other minor maintenance interventions of an
extraordinary nature and renewal of the furniture in various points of sale costing €1,858
thousand and (v) investments in servers and printers and other tangible infrastructures
costing €5,852 thousand.

The new financial leases are equal to €3,440 thousand and of these €1,261 thousand
referred to electronic machines and €2,179 thousand to furniture and furnishings.

The item “Amortization and write-downs (write backs)” of €14,150 thousand includes
€13,312 thousand in depreciation and €838 thousand of write-downs and write backs.
The write-downs mainly refer to stores for which onerous leases were identified while the
write backs refer to stores with a significant improvement in their economic results, so
that the lease was no longer considered onerous, and therefore previously written down
assets were written back. The item also includes write-downs of assets existing at the
Oderzo (TV) point of sale following a fire that took place on 25 February 2017.

The item “Plant, machinery, equipment and other assets” includes assets held under
financial leases consisting mainly of furnishings, energy saving lighting installations, air
conditioning installations, servers, computers and printers. These assets are guaranteed
by the lessor until the residual amount due is fully paid. For further details on the amount
of the debts to the leasing company, see note 5.13 “Other financial liabilities.”
Separate financial statements 318 - 319

5.2. Goodwill
The breakdown of the item “Goodwill” as at 28 February 2018 and as at 28 February 2017
is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2018 28 February 2017

Goodwill 167,549 151,396

Total Goodwill 167,549 151,396

The change in the “Goodwill” item for the period from 29 February 2016 to 28 February
2018 is shown below:

(Amounts in thousands of Euros) Goodwill

Balance as at 29 February 2016 151,396

Acquisitions -

Write-downs -

Balance as at 28 February 2017 151,396

Acquisitions 16,153

Increases -

Write-downs -

Balance as at 28 February 2018 167,549

The value of goodwill at 28 February 2018, equalling €167,549 thousand, increased over
the year ended 28 February 2017 by €16,153 thousand. The increase relates to the following
operations: (i) for €10,500 thousand to the acquisition of a business unit from Andreoli
S.p.A., composed of 21 sales outlets and (ii) for €5,653 thousand to the acquisition of a
business unit from Cerioni S.p.A., composed of 19 sales outlets.

It should be noted that, at the time of acquisition, Unieuro availed itself of the right provided
under IFRS 3 to carry out a provisional allocation of the cost of business combinations
at fair value of the acquired assets, liabilities and contingent liabilities assumed. If new
information obtained during one year from the acquisition date, relating to facts and
circumstances existing at the acquisition date, leads to adjusting the amounts indicated
or any other fund existing at the acquisition date, accounting for the acquisition will be
revised. Significant variations on what already have been accounted are not expected.
For more details about the transactions, see note 5.28 “Business unit combinations”.

The value of goodwill to 28 February 2017 refers to: (i) the contribution from the merger
by incorporation of the former Unieuro which took place on 26 February 2016. The
contribution of €32,599 thousand is mainly composed of the allocation of the deficit
generated by the incorporation transactions involving the former Unieuro S.p.A., Unieuro
Campania S.r.l. and Trony Pordenone S.r.l., into Brunello S.p.A. (later renamed Unieuro
S.r.l.) made by the former Unieuro in the company’s financial year ending 30 April 2004,
and (ii) of €194 thousand, on the adjustment of the price calculated in relation to the
acquisition of the business unit Dixons Travel, which was concluded on 11 February 2015
and paid for on 10 September 2015. The unit consists of 8 stores, of which 5 are in the
Rome-Fiumicino airport, 2 are in Milan-Malpensa and 1 inside Milan-Linate airport and
deals with retail sale of electronic products and accessories, (iii) for €94,993 thousand
from the merger by incorporation of the Marco Polo S.r.l. in Marco Polo Holding S.r.l. and
the simultaneous reverse merger of Marco Polo Holding S.r.l. into Unieuro, that took place
during 2006, (iv) for €9,925 thousand from mergers by incorporation of Rialto 1 S.r.l. and
Rialto 2 S.r.l., which occurred during 2010, (v) for €8,603 thousand from the merger of
Marco Polo Retail S.r.l. into Unieuro during 2009, and (vi) for €5,082 thousand from other
minor mergers and acquisitions of business units.

It should also be noted that, in the previous year ended 28 February 2017, no changes
took place in the item in question.

5.2.1. Impairment test


Based on the provisions of international accounting standard IAS 36, the Company
should carry out a check, at least once a year, to ensure the recoverability of the value
of the goodwill through an impairment test, comparing the carrying amount of the Cash
Generating Units (“CGU”) to which the goodwill is allocated with the recoverable value.
The value in use has consistently been adopted as the recoverable value in relation to
market volatility and the difficulty of collecting information related to determining fair
value.

The goodwill impairment test prepared by the Company for each CGU was approved by
the Company’s Board of Directors on 26 April 2018. In the elaboration of the impairment
test the Directors used an appropriate report provided by a consultant under specific
assignment of the Company.

IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash
flows. The financial flows resulting from the CGUs identified should be independent of
one another, because a single Unit must be able to be autonomous in the realisation of
incoming cash flows, but all the assets within the Unit should be interdependent. Pursuant
to IAS 36 the correlation that exists between the goodwill acquired during the business
combination and the CGUs takes shape. In effect, at the time of the acquisition of the
goodwill, it must be allocated to the CGU or the CGUs which are expected to benefit the
most from the synergies of the combination. In this sense, the decisions linked to the
definition of these synergies strongly depend on the Company’s strategic organisation
models, the commercial purchase and sales decisions which, specifically, disregard the
number of sales points, which do not enjoy decision-making autonomy.

The operating sector identified by the Company into which all the services and products
supplied to the customer, converge coincides with the entire Company. The Company’s
corporate vision as a single omnichannel business ensures that the Company has
identified a single Strategic Business Unit (SBU). Within the SBU the Company has
identified three CGUs to which the goodwill was allocated. This approach is supported
by the operating control model by the corporate management which considers the entire
activity uniformly, disregarding the product lines or geographic locations whose division
is not considered significant for the purpose of taking corporate decisions.
Separate financial statements 320 - 321

The Company identified three CGUs to which the goodwill was allocated:
• Retail;
• Wholesale;
• B2B.

The three units benefit from shared resources, like administration, back office and
logistics, but each of them features a different expected growth, with different risks and
opportunities and with specific features which cannot be provided in the other CGUs.
The Retail CGU relates to all financial flows coming from the Retail, Online and Travel
distribution channels. The Online and Travel channels are included in the Retail CGU
because the website uses the sales points for the delivery of goods and also often for the
supply of products to customers, while the Travel channel includes sales points located
at the main public transport hubs.

The Wholesale CGU relates to the distribution channel at affiliated sales points (shops
that are not owned, but which use the “Unieuro” or “Unieuro City” brand).

The B2B CGU relates to the wholesale supply of products under the scope of the business-
to-business channel.

The allocation of goodwill to the three CGUs took place in line with the specific activity
of the individual CGU in order to include the best exploitation of internal and external
synergies in the business model used. The allocation took place based on the relative
fair values as at 28 February 2014. As described previously, the Company opted for
identifying the value in use to determine the recoverable fair value. The value in use is
calculated through an estimate of the current value of the future financial flows that the
CGUs could generate.

The source of the data on which the assumptions are made for determining the financial
flows are the final balances and the business plans.

The Business Plan used for the impairment test referring to the financial year ending
28 February 2018 was originally approved by the Board of Directors on 12 December
2016 and successively updated by the Board of Directors on 17 April 2018. The Business
Plan underlying the impairment test was prepared taking into account recent business
performance. Specifically, the stocktaking data refererred to the period ending 28
February 2017 and 28 February 2018 have been taken into consideration, the budget for
the period ending 28 February 2019 was elaborated and, as a result, the financial data
until 28 February 2023 was updated.

The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2018 are based, among other things, on external sources
and on the analyses conducted by the Company with the support of a leading consulting
firm. In this regard, note that based on the market sources used by the Company, the Italian
market of traditional consumer electronics channels (i.e. excluding internet channels) was
estimated as slightly down in the period 1 January 2016 – 31 December 2021, while the
Online channel is expected to grow.
In spite of the claims in the market sources the performance of traditional consumer
electronics channels is estimated as slightly negative, with growth only forecast for the
Online channel. The business plans use a positive growth rate for the impairment tests,
higher and challenging compared with the reference market growth forecast. The Company
actually registered record positive performances and its growth is not, in the opinion
of the Company Directors, directly related to market trends. The Company therefore
anticipates continuing to maintain positive performances in the future irrespective of the
performance of the reference market. Specifically, the Company projects growth, in line
with its strategy, thanks to its ability to increase its customer base, promote and foster
complementary services and increase its market penetration compared with competitors.
Also note that, in previous financial years the Company largely reached the targets which
were approved during the preparation of the plans underlying the impairment test.

Taking the above into account, the main assumptions underlying the anticipated cash
flow projections involve the:
(i) CGU Retail: sales are taken as growing over the reference time frame;
(ii) CGU Wholesale: growing sales as a result of the development of the assets of existing
affiliates and the acquisition of new affiliates;
(iii) CGU B2B: sales constant during the reference time frame.

The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” equal to 0% was envisaged because the
result that the company will manage to achieve in the last financial year of the business
plan was considered stable over a period of time;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) for the CGUs analysed is 10,50%.

The discount rate (or actualisation rate) applied is the rate which reflects the current
evaluations of the market, the time value of money and the specific risks of the asset.
For the purpose of calculating the discount rate there must be consistency between the
parameters used and the reference market of the Company and consistency between
the Company’s operating activities and incoming flows. All the parameters used for
calculating the actualisation rate should be used in the corporate context, so that it
expresses “normal” conditions over a medium-/long-term time span.

The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
Separate financial statements 322 - 323

• Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and
that of the overall market, was calculated on the basis of a panel of listed companies
operating mainly or exclusively in the sale of consumer electronics, through a
combination of sales channels (in store and online sales, in the majority of cases
alongside wholesale and/or business-to-business sales).
• Specific risk premium (a) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in
the reference market context also taking into consideration the size of the Company
compared with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy :(IRES) was adopted as
the tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.

There were no differences in calculating these parameters between the external sources
used and the value used for the purpose of the test.

The Company has a well-established history of operating on the market and, to date,
there has been no evidence of anything that would suggest an interruption to activities
in the medium-/long-term. Based on these considerations it is reasonable to assume the
business is a going concern in perpetuity.

The operating cash flow used for the purpose of calculating the terminal value was
calculated on the basis of the following main assumptions:
• EBITDA - During the estimation of the terminal value, an amount of revenues equal
to the level projected for the last year of the plan was considered. For the purpose of
estimating sustainable EBITDA in the medium-/long-term the EBITDA margin equal
to the average figure in the plan was applied to the revenues identified in order to
reflect the competitive dynamics featured in the reference sector. For the Company
overall, this latter figure is located within the current range expressed by the estimates
of the analysts relating to the panel of comparable companies used to determining
the WACC.
• Investments in fixed assets and amortisation and depreciation - Annual investments
were estimated as equal to investments in fixed assets projected for the last year of
the plan. Annual amortisation and depreciation were in line with these investments,
assuming that the investments were mainly maintenance and/or replacements.
• Net working capital and Funds - In line with the theory of growth in perpetuity at a g
rate equal to 0%, there were no theories of variations in the items that make up NWC
and the other funds in the long-term.

Below is a summary table containing the basic assumptions (WACC and g) and the
percentage value attributed to the terminal value compared with the recoverable value
of the Company’s three CGUs relating to the analyses of the impairment tests conducted
with reference to 28 February 2018.
Terminal Recoverable
as at 28 February 2018 WACC g Value (TV) Amount(RA) % TV over RA

(Amounts in millions of Euros)

CGU Retail 10,50% 0,0% 207,8 363,7 57,1%

CGU Wholesale 10,50% 0,0% 35,1 58,2 60,3%

CGU B2B 10,50% 0,0% 16,0 24,1 66,2%

The results of the impairment tests as at 28 February 2018 are given below:

as at 28 February RA compared
2018 Carrying Amount (CA) Recoverable Amount (RA) with CA
(Amounts in millions
of Euros)

CGU Retail EUR/mln 40.5 363.7 323.2

CGU Wholesale EUR/mln 4.3 58.2 53.8

CGU B2B EUR/mln (5.7) 24.1 29.8

Based on the estimates made there was no need to adjust the value of the goodwill
recorded.
Note that the carrying amount of the CGU B2B as at 28 February 2018 was negative as a
result of the negative net working capital allocated to the CGU B2B.

The carrying amount does not include entries of a financial nature. Assets and liabilities
for deferred taxes are also excluded because the theoretical tax rate was used for the
purpose of estimating taxes when calculating the cash flows.

As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the
recoverable value of the goodwill as the main parameters used, such as the change in the
percentage of EBITDA, WACC and the growth rate, vary.

The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2018, the sensitivity analysis conducted assuming a percentage reduction in EBITDA, in
the years of the explicit forecast and in the terminal value, up to a maximum of -20%:

as at 28 February 2018 Terminal plan EBITDA


(Amounts in millions of
Euros)
RA Sensitivity
Difference compared
with CA 0.0 (5.0%) (10.0%) (15.0%) (20.0%)

CGU Retail 323.2 299.2 275.2 251.3 227.3

CGU Wholesale 53.8 50.9 47.9 45.0 42.0

CGU B2B 29.8 28.4 27.0 25.7 24.3


Separate financial statements 324 - 325

Below is the breakdown of the stress test which identifies the values for the following
parameters: (i) EBITDA (gross operating profit, percentage change over the years of
the plan and in the terminal value), (ii) g and (iii) WACC sensitised separately compared
with the basic scenario, the differential between the recoverable value and the carrying
amount is, all things being equal, zero.

Parameter / CGU Retail Wholesale B2B

EBITDA % change (Plan and TV) (65.5%) (91.1%) (104.5%)

g factor n.a. (1) n.a. (1) n.a. (1)

WACC 79.5% 160.4% n.a. (1)

(1)
For some of the parameters selected, taking into consideration the configuration of the cash flows on which
the calculation of the recoverable amount and/or the value of the carrying amount was based, there is no
reasonable value identified for the parameter for which the recalculated sum for the recoverable amount
corresponds to the respective value of the carrying amount.

Lastly, the Company has developed another analysis simulating the impacts on the
recoverable amount of the CGU Retail in the event of excluding the planned opening of
new sales points over the span of the business plan. The results of the analysis conducted
are given below:

Carrying Amount Recoverable Amount RA compared


as at 28 February 2018 (CA) (RA) with CA
(Amounts in millions of
Euros)

CGU Retail EUR/mln 40,5 306,0 265,5

It should be pointed out that the parameters and information used for verifying the
recoverability of the goodwill are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the goodwill with consequences to the results and the operating results,
financial position and cash flows of the Company.
5.3. Intangible assets with a finite useful life
The balance of the item “Intangible assets with a finite useful life” is given below, broken
down by category as at 28 February 2018 and as at 28 February 2017:

(Amounts in
thousands of Euros) Amounts as at 28 February 2018 Amounts as at 28 February 2017
Accumulated Accumulated
Amortisation Amortisation
Historical and Net book Historical and Net book
cost Depreciation value cost Depreciation value

Software 46,112 (35,305) 10,807 40,599 (31,540) 9,059


Concessions,
licences and
brands 7,407 (6,176) 1,231 7,407 (5,751) 1,656

Key Money 5,710 (398) 5,312 - - -


Intangible fixed
assets under
construction 1,071 1,071 1,093 - 1,093
Total intangible
assets with a finite
useful life 60,300 (41,879) 18,421 49,099 (37,291) 11,808

The change in the item “Intangible assets with a finite useful life” for the period from 29
February 2016 to 28 February 2018 is given below:

Concessions, Intangible fixed


licences and assets under
(Amounts in thousands of Euros) Software brands Key Money construction Total
Balance as at
29 February 2016 8,673 2,340 - 184 11,197

Increases 3,507 3 - 909 4,419

Decreases - - - - -
Amortisation, depreciation and
write downs/(write backs) (3,121) (687) - - (3,808)
Decreases in Amortisation,
Depreciation Provision - - - - -
Balance as at
28 February 2017 9,059 1,656 - 1,093 11,808

Increases 5,513 1 3,320 1,071 9,905

Business unit acquisitions - - 2,390 - 2,390

Decreases - - - (1,093) (1,093)


Amortisation, depreciation and
write downs/(write backs) (3,765) (426) (398) - (4,589)
Decreases in Amortisation,
Depreciation Provision - - - - -
Balance as at
28 February 2018 10,807 1,231 5,312 1,071 18,421
Separate financial statements 326 - 327

Regarding the year ended 28 February 2018, the total increases of €11,202 thousand
mainly relate to the “Software” category for €5,513 thousand, and to the “Key money”
category for €5,710 thousand.

The increases relating to the “Software” of €5,513 thousand, are mainly attributable to: (i)
new software and licences, (ii) costs incurred for the development and updating of the
website www.unieuro.it and (iii) costs incurred for extraordinary operations on existing
management software.

The increases relating to the category “Key money” of €3,320 thousand refer to the
payment of Key money for the lease agreements concluded during the year for the
Euroma2 sales outlet, the sales outlet located in Brescia and the sales outlet located in
Modena which opened in December 2017. Amortisation is calculated pro-rata temporis
on a straight-line basis depending on the term of the lease contract.

The investments relating to the acquisitions of the business units in the “Key money”
category for €2,390 thousand refer to the acquisition of the 21 sales outlet belonging
to the Anderoli S.p.A. business unit and the 19 sales outlets belonging to the Cerioni
S.p.A. business unit. These transactions are configured as business combinations and
come under the scope of IFRS 3. As required by the principle, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life were reflected in the Financial Statements from the date of the acquisition
of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and from 31
October 2017 for the progressive acquisition of the 19 Cerioni sales outlets. For further
details, see note 5.28 “Business unit combinations”

For the measurement of the fair value of the Key money the company enlisted external
consultants with proven experience which, using assessment methods in line with the
best professional practices, estimated the value of the Key money.

Increases in fixed assets under construction are related to the implementation of new
software.

With regard to the financial year ended 28 February 2017, increases total €4,419 thousand
and relate to the “Software” category for €3,507 thousand, to the “Concessions,
licences and brands” category for €3 thousand and to the “Intangible fixed assets under
construction” category for €909 thousand.

Investments relating to the “Software” category are mainly due to new software and
licences, and costs incurred for the development and updating of the www.unieuro.it
website for €3,507 thousand. Increases in fixed assets under construction relate to the
implementation of new software.
5.4. Deferred tax assets and deferred tax liabilities
The change in the item “Deferred tax assets” and the item “Deferred tax liabilities” for the
period from 28 February 2017 to 28 February 2018 is given below:

Deferred tax assets

Bad debt
provision -
amount due Obsolescence Intangible
(Amounts in thousands of Euros) from suppliers Provision Tangible assets assets
Balance as at 29 February
2016 957 1,256 848 5,282

Contribution from merger - - - -


Provision/Releases to the
Income Statement (119) 354 38 (546)
Provision/Releases to the
Comprehensive Income
Statement - - - -

Balance as at 28 February 2017 838 1,610 886 4,736


Provision/Releases to the
Income Statement (14) 878 21 (446)
Provision/Releases to the
Comprehensive Income
Statement - - - -

Balance as at 28 February 2018 824 2,488 907 4,290


Separate financial statements 328 - 329

Provision Deferred tax Total net


Capital for risks and Other current Net deferred assets relating deferred tax
Reserves charges liabilities tax assets to tax losses assets

871 1,529 10,143 20,886 8,026 28,912

- - - - -

- (403) (3,496) (4,172) 4,726 554

(28) - - (28) - (28)

843 1,126 6,647 16,686 12,752 29,438

237 (3,025) (2,349) 2975 626

41 - - 41 - 41

884 1,363 3,622 14,378 15,727 30,105


The balance at 28 February 2018, equal to €30,105 thousand, is mainly composed of:
(i) €10,400 thousand in temporary differences mainly due to goodwill, other current
liabilities and the obsolescence provision; (ii) €15,727 in deferred tax assets recorded on
tax losses. The change in the item deferred tax assets recorded in the financial year is
mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of €2.975 thousand in deferred tax assets relating to tax losses.

The balance as at 28 February 2017, equal to €29,438 thousand, is composed mainly of


€6,647 thousand from deferred tax assets recorded in other current liabilities, composed
of deferred income for guarantee extension services, deferred tax assets recorded on
tax losses of €12,752 thousand and deferred tax assets recorded on goodwill of €4,736
thousand. The change in the item deferred tax assets recorded in the last financial year
is mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of €4,726 thousand in deferred tax assets relating to tax losses.
Note that the tax losses still available as at 28 February 2018 are equal to €399,229
thousand (tax losses available as at 28 February 2017 stood at €408,940 thousand).

In calculating deferred tax assets, the following aspects were taken into consideration:
• the tax regulations of the country in which the Company operates and the impact on
the temporary differences, and any tax benefits resulting from the use of tax losses
carried over taking into consideration their possible recovery over a time frame of
three years;
• the forecast of the Company’s earnings in the medium and long-term.

On this basis the Company expects to generate future taxable earnings and, therefore, to
be able, with reasonable certainty, to recover the deferred tax assets recorded.

Deferred tax liabilities

(Amounts in thousands of Euros) Intangible assets Total net deferred taxes

Balance as at 29 February 2016 269 269

Provision/Releases to the Income Statement 53 53


Provision/Releases to the Comprehensive
Income Statement - -

Balance as at 28 February 2017 322 322

Provision/Releases to the Income Statement 308 308


Provision/Releases to the Comprehensive
Income Statement - -

Balance as at 28 February 2018 630 630


Separate financial statements 330 - 331

Deferred tax liabilities result from goodwill with a different statutory value from the value
for tax purposes.

5.5. Other current assets and other non-current assets


Below is a breakdown of the items “Other current assets” and “Other non-current assets”
as at 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Deferred charges 11,110 8,008

Tax credits 2,225 2,507

Accrued income 888 1,563

Other current assets 171 1,760

Advances to suppliers 27 27

Other current assets 14,421 13,865

Equity investments 10,811 90

Deposit assets 2,066 1,605

Deposits to suppliers 218 461

Other non-current assets 13,095 2,156


Total Other current assets and Other non-
current assets 27,516 16,021

The item “Other current assets” mainly includes deferred charges with regard to building
insurance, rental and common charges and the hire of road signs; accrued income refers
to adjustments on common charges at sales points.

The increase in the item deferred charges is mainly due to the increase in the cost of
insurance, particularly following the catastrophic events due to the fire at the Oderzo point
of sale which took place on 25 February 2017 and the theft at the Piacenze warehouse
which took place in August 2017 with a new insurance contract signed with a new pool of
insurers which led to an increase in the premium.

The decrease in the item other current assets is mainly due to the collection of the
receivable from the Ministry of Education, Universities and Research for the “Carta del
Docente” (teacher accreditation) which stood at €24 thousand in the year ended 28
February 2018 (€1,623 thousand in the year ended 28 February 2017). This certificate is
an initiative of the Ministry of Education, Universities and Research required by Law 107
of 13 July 2015, Article 1, paragraph 121, aimed at enabling teachers to take advantage of
a voucher worth €500 to purchase educational material for teaching purposes.

Tax credits as at 28 February 2018 and 28 February 2017 refer, in the main, for €1,610
thousand to the IRES credit for IRAP not deducted.
The item “Other non-current assets” includes equity investments, deposit assets and
deposits to suppliers.

The breakdown of the item “Equity Investments” as at 28 February 2018 and as at 28


February 2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Equity investment in Monclick S.r.l. 10,724 -

Other equity investments 87 90

Equity investments 10,811 90

The change in the item “Equity investments” for the period from 29 February 2016 to 28
February 2018 is broken down below:

(Amounts in thousands of Euros) Equity investments

Balance as at 29 February 2016 103

Acquisitions -

Increases -

Write-downs (13)

Balance as at 28 February 2017 90

Acquisitions 10,000

Increases 7,000

Write-downs (6,279)

Balance as at 28 February 2018 10,811

Information relating to the equity investments owned in associated companies at 28


February 2018 is given below pursuant to Article 2427 of the Italian Civil Code:

(Amounts in thousands Registered Carrying Share Ownership Shareholders' Profit (loss)


of Euros) office amount Capital percentage equity for the year
Vimercate
Monclick S.r.l. (MB) 10,724 100 100% 1,402 (3,916)

On 9 June 2017, Unieuro concluded the acquisition from Project Shop Land S.p.A. of
100% of Monclick, one of the leading online operators in Italy, active in the consumer
electronics market and in the online B2B2C market. The transaction value is €10,000
thousand, of which €3,500 thousand was paid at the closing and the remainder spaced
out over 5 years.
Separate financial statements 332 - 333

Monclick represents a “pure player” in the Italian panorama of e-commerce, that is, a
company that sells products only through the web channel, without having physical sales
or pick-up points.

The investee company operates in two business lines that appeal to the same consumers,
while reaching them through two different channels: (i) Online, which includes online
sales of consumer products directly to the final consumer through “Monclick” website,
and (ii) B2B2C, that is, the channel for products and services sold to the final consumer
through partnerships with large companies.

In the fourteen month period ended 28 February 2018, the subsidiary recorded revenues
of €100,792 thousand and a loss for the period of €3,916 thousand.

The profit/(loss) for the period featured: (i) increasing competitive pressure to which the pure
players were subjected which led Monclick to defend its market shares by sacrificing, especially
in the first part of the period, its margins, (ii) increasing demands for a more prompt and
efficient service from customers which led to an increase in logistic costs for the entire year and
(iii) the closing of the French website www.monclick.fr which resulted in a fall in sales volumes.
Actions were also implemented during the period designed to mitigate the impacts on the
income statement of the above-mentioned developments including: (i) the implementation of
the drop shipping flow by Unieuro which involves an improvement in buying conditions; (ii) the
cutting of logistics costs by exploiting the synergies generated through the current Unieuro
S.p.A. distribution structure and 9iii) efficiency in administrative services and general expenses.

Monclick therefore launched an organisational and structural review process aimed at the
gradual rebalancing of operations. Plans were prepared and developed for this process to
strengthen business activities and a strategy was implemented to increase revenues and
make costs more efficient.

On 29 June 2017 and 10 January 2018 the Unieuro Board of Directors approved payments
to the provision to cover losses of €1.192 thousand and €1,783 thousand, respectively and
capital contribution payments of €2,808 thousand and €1,217 thousand, respectively. The
payment yet to be made on 28 February 2018 is equal to €1,217 thousand and was made
through offsetting on 31 March 2018.

Trade receivables due to Monclick at 28 February 2018 stood at €2,802 thousand, while
trade payables by Monclick at 28 February 2018 stood at €1,812 thousand. For more
information, see note 5.7 Trade receivables and 5.16 Trade payables.

5.5.1. Impairment test on the value of the equity investment


The equity investment in Monclick at 28 February 2018 was subjected to an impairment
test by comparing the recoverable value with the carrying amount of the equity
investment. The recoverable value is represented by the greater of the fair value of the
asset excluding sales costs and its value in use.

The value in use was calculated as the current value of future cash flows that are expected
to be generated by the Cash Generating Unit “CGU” identified in Monclick, discounted at
the rate that reflects the specific risks of the CGU at the valuation date.
The source of the data on which the assumptions are made for determining the cash
flows are the final balances and the business plan of the investee company approved by
Director of Monclick on 30 March 2018. The reference market growth estimates included
in the business plan used for the impairment test at 28 February 2018 are based, among
other things, on external sources and on the analyses conducted by the Company. Note
that, based on the market sources used by the Company, the online market is expected
to grow.

The impairment test was approved by the Board of Directors on 26 April 2018. In the
elaboration of the impairment test the Directors used an appropriate report provided by
a consuntalt under specific assignment of the Company.

The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” of 0% was used;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) is 12.44%.

The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and
that of the overall market, was calculated on the basis of a panel of listed companies
operating mainly or exclusively in the sale of consumer electronics.
• Specific risk premium (a) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in the
reference market context also taking into consideration the size of Monclick compared
with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy :(IRES) was adopted as the
tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.
Separate financial statements 334 - 335

The results of the impairment tests as at 28 February 2018 are given below:

RA
(Amounts in millions of Carrying Amount Recoverable Amount compared
Euros) (CA) (RA) with CA

as at 28 February 2018

Monclick S.r.l. EUR/mln 17.0 10.7 (6.3)

It emerged from the results of the impairment test that the carrying amount of the equity
investment exceeded its recoverable value therefore there was the need to make an
adjustment to the carrying amount of the equity investment of €6,276 thousand.

As set out in IAS 36, the appropriate sensitivity analyses were also conducted as the
main parameters used, such as the change in the percentage of EBITDA, WACC and the
growth rate, vary.

The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the equity investment in Monclick subject to impairment
tests as at 28 February 2018, the sensitivity analysis conducted assuming a percentage
reduction in EBITDA, in the years of the explicit forecast and in the terminal value, up to
a maximum of -20%:

Terminal plan EBITDA


(Amounts in millions of
Euros) WACC

as at 28 February 2018
RA Sensitivity Difference
compared with CA 0.0% (5.0%) (10.0%) (15.0%) (20.0%)

Monclick S.r.l. 12.44% (6.3) (6.7) (7.0) (7.4) (7.8)

The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2018, the sensitivity analysis conducted assuming a reduction in the perpetual growth
rate (g), in the years of the explicit forecast and in the terminal value, up to a maximum
of -2.0%:

Perpetual growth rate (g)


(Amounts in millions of
Euros) WACC

as at 28 February 2017
Sensitivity Differenza RA
vs CA 0,0% (0,5%) (1,0%) (1,5%) (2,0%)

Monclick S.r.l. 12,44% (6,3) (6,7) (7,0) (7,4) (7,7)


It should be pointed out that the parameters and information used for the impairment
test on the equity investment are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the equity investment in Monclick with consequences to the results and the
operating results, financial position and cash flows of the Company.

5.6. Inventories
Warehouse inventories break down as follows:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Merchandise 321,545 274,520

Consumables 561 801

Gross stock 322,106 275,321

Inventory bad debt provision (8,918) (5,770)

Total Inventories 313,188 269,551

The value of gross inventories went from €275,321 thousand as at 28 February 2017 to
€322,106 thousand as at 28 February 2018, an increase of 17,0% in total gross inventories.
The increase is attributable to: (i) the reopening of 21 sales outlets acquired from Andreoli
S.p.A., operational from 1 July 2017, the acquisition of the flagship store in the Euroma2
shopping centre, opened on 20 September, the progressive reopening, from 16 November,
of the 19 sales outlets acquired from Gruppo Cerioni S.p.A. and the new openings that
took place during the period in question, totalling 7 points of sale, (ii) the increase in
volumes managed and (iii) the completion of integration activities with Monclick which
allow the subsidiary to process website sales through the Unieuro warehouses.

The value of inventories is adjusted by the warehouse bad debt provision which includes
the prudential write-down of the value of merchandise with possible obsolescence
indicators.
Separate financial statements 336 - 337

The change in the obsolescence fund for the period from 29 February 2016 to 28 February
2018 is broken down below:

(Amounts in thousands of Euros) Inventory bad debt provision

Balance as at 29 February 2016 (4,000)

Provisions (1,770)

Releases to the Income Statement -

Utilisation -

Balance as at 28 February 2017 (5,770)

Direct write-down (4,892)

Provisions -

Releases to the Income Statement 1,744

Utilisation -

Balance as at 28 February 2018 (8,918)

The increase in the inventory bad debt provision of €3,148 thousand is attributable to:
(i) the presentation of the direct write-down within the inventory bad debt provision of
€4,892 thousand and (ii) the adjustment of the inventory bad debt provision which includes
the prudential write-down of merchandise at 28 February 2018 of €1,744 thousand. The
direct write-down at 28 February 2017 was €4,892 thousand and was in part attributable
to the impairment of the stock at the Oderzo (TV) sales point equal to €1,062 thousand
which took place following the fire which occurred on 25 February 2017. After sinister has
occurred, Unieuro promptly activated the releted insurance coverage. At the moment of
the elaboration of the Financial Statements there are not present: (i) objective elements
for reconstruct the events that in any case could identificate responsibilities at the expense
of Unieuro and (ii) an official quantification from the jurisdiction authorities involved or
from the experts nominated by the insurance. The Company believes to possess all the
relevant insurance coverages.

5.7. Trade receivables


A breakdown of the item “Trade receivables” as at 28 February 2018 and as at 28 February
2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Trade receivables from third-parties 39,906 37,238

Trade receivables from related-parties 2,802 244

Gross trade receivables 42,708 37,482

Bad debt provision (2,342) (2,279)

Total Trade receivables 40,366 35,203


The value of receivables, which refer to Wholesale and B2B channels, was up by €5,163
thousand compared with the previous year with the increase mainly attributable to
different invoicing and collection dynamics compared with the year ended 28 February
2017.

The change in the bad debt provision for the period from 29 February 2016 to 28 February
2018 is broken down below:

(Amounts in thousands of Euros) Bad debt provision

Balance as at 29 February 2016 (2,352)

Provisions -

Contribution from merger -

Releases to the Income Statement -

Utilisation 73

Balance as at 28 February 2017 (2,279)

Provisions (146)

Releases to the Income Statement -

Utilisation 83

Balance as at 28 February 2018 (2,342)

Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or
the presence of existing insolvency proceedings, determine the deletion of the actual
position. As shown in the tables above, the bad debt provision stood at EUR 2,342
thousand as at 28 February 2018 and EUR 2,279 thousand as at 28 February 2017.

Credit risk represents the exposure to risk of potential losses resulting from the failure
of the counterparty to comply with the obligations undertaken. Note, however, that
for the periods under consideration there are no significant concentrations of credit
risk, especially taking into consideration the fact that the majority of sales are paid for
immediately by credit or debit card in the Retail, Travel and Online channels, and in cash in
the Retail and Travel channels. The Company has credit control processes which include
obtaining bank guarantees to cover a significant amount of the existing turnover with
customers, customer reliability analysis, the allocation of credit, and the control of the
exposure by reporting with the breakdown of the deadlines and average collection times.

Past due credit positions are, in any event, monitored by the administrative department
through periodic analysis of the main positions and for those for which there is an
objective possibility of partial or total irrecoverability, they are written-down.

It is felt that the book value of trade receivables is close to the fair value.
Separate financial statements 338 - 339

5.8. Current tax assets


Below is a break down of the item “Current tax assets” as at 28 February 2018 and as at
28 February 2017:

Current tax assets

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Other IRES credits 2,649 2,469

IRAP credits 238 1,444

IRES credits - 4,042

Total Current tax assets 2,887 7,955

At 28 February 2018 IRES credits of €2,649 thousand were recorded under “Other IRES
credits” and included the receivable due from the previous year and the credit generated
during the year for withholdings. The item “IRES credits”, which at 28 February 2017 stood
at €4,042 thousand, included the receivable from the tax consolidation involving Italian
Electronics Holdings, collected during the year following the break in the consolidation
relationship. On 6 September 2017, Italian Electronics Holdings sold some Unieuro shares
on the market thereby losing control over the company.

Lastly, the item includes IRAP credits of €238 thousand, down compared with the previous
year, as a result of the offsetting of IRAP due for the year ended 28 February 2018.

5.9. Cash and cash equivalents


A breakdown of the item “Cash and cash equivalents” as at 28 February 2018 and as at
28 February 2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Bank accounts 52,691 28,951

Petty cash 7,518 7,715

Total cash and cash equivalents 60,209 36,666

Cash and cash equivalents stood at €60,209 thousand as at 28 February 2018 and
€36,666 thousand as at 28 February 2017.

The item consists of cash on hand, deposits and securities on demand or at short notice
at banks that are available and readily usable. At 28 February 2017 there was a pledge
on a current account of €650 thousand relating to a guarantee given for the leasing of
several sales outlets vacant on 27 March 2017.

For further details regarding the dynamics that affected Cash and cash equivalents,
please refer to the Cash Flow Statement. Instead, for more details of the net financial
position, please refer to Note 5.11.
5.10. Shareholders’ equity
Details of the item “Shareholders’ equity” and the breakdown of the reserves in the
reference periods are given below:

Extraordinary Cash flow


(Amounts in thousands of Euros) Share capital Legal reserve reserve hedge reserve
Balance as at
29 February 2016 4,000 800 48,461 (74)

Profit (loss) for the year - - - -


Other components of
comprehensive income - - - 74
Total statement of
comprehensive income
for the year - - - 74

Allocation of prior year result - - 10,642 -

Distribution of dividends - - (3,880) -


Share-based payment settled
with equity instruments - - - -
Total transactions with
shareholders - - 6,762 -
Balance as at
28 February 2017 4,000 800 55,223 0

Profit (loss) for the year - - - -


Other components of
comprehensive income - - - (191)
Total statement of
comprehensive income
for the year - - - (191)

Allocation of prior year result - - - -

Distribution of dividends - - (8,413) -


Share-based payment settled
with equity instruments - - - -
Total transactions with
shareholders - - (8,413) -
Balance as at
28 February 2018 4,000 800 46,810 (191)
Separate financial statements 340 - 341

Reserve for
actuarial gains/
(losses) on Reserve for Total
defined benefit share-based Profit/(loss) shareholders’
plans payments Other reserves carried forward equity

(858) 3,172 57,999 (40,067) 73,433

- - - 11,587 11,587

(1) - - - 73

(1) - - 11,587 11,660

- - - (10,642) -

- - - - (3,880)

- 3,766 - - 3,766

- 3,766 - (10,642) (114)

(859) 6,938 57,999 (39,122) 84,979

- - - 8,521 8,521

46 - - (145)

46 - - 8,521 8,376

- - - - -

- - - (11,587) (20,000)

- (5,586) - 6,971 1,385

- (5,586) - (4,616) (18,615)

(813) 1,352 57,999 (35,217) 74,740


Shareholders’ equity, equal to €74,740 thousand (€84,979 thousand as at 28 February
2017) fell during the year as a result of: (i) the distribution of a dividend of €20,000
thousand of which €11,587 thousand was in respect of the profit for the year ended
28 February 2017 and €8,413 thousand was from the use of part of the extraordinary
reserve, as approved on 20 June 2017 by the Shareholders’ Meeting; (ii) the recording of
a profit for the year of €8,521 thousand and the other components of the comprehensive
income statement of €145 thousand; and (iii) the recording in the reserve for share-based
payments of €679 thousand with regard to the Long Term Incentive Plan for certain
managers and employees and €706 with reference to the Call Option Agreement that
ended following listing on the STAR segment of the Mercato Telematico Azionario run by
Borsa Italiana which took place on 4 April 2017.

The Share capital as at 28 February 2018 stood at €4,000 thousand, broken down into
20,000,000 shares.

The Reserves are illustrated below:


• the legal reserve of EUR 800 thousand as at 28 February 2018 (EUR 800 thousand as
at 28 February 2017), includes the financial provisions at a rate of 5% for each financial
year; there were no increases during the period in this reserve which reached the limit
pursuant to Article 2430 of the Italian Civil Code and has maintained it to 28 February
2018;
• the extraordinary reserve of €46,810 thousand at 28 February 2018 (€55,223 thousand
at 28 February 2017); this reserve fell during the period as a result of the distribution
of a dividend of €20,000 thousand of which €11,587 thousand was in respect of the
profit for the year ended 28 February 2017 and for €8,413 thousand was from the use
of part of the extraordinary reserve, as approved on 20 June 2017 by the Shareholders’
Meeting;
• the cash flow hedge reserve negative by €191 as at 28 February 2018 (zero as at 28
February 2017); this reserve was recorded to offset the mark to market of the hedging
Interest Rate Swap agreements, taken out as required by the Loan Agreement signed
during the year (for more details, refer to Note 5.11).
• the reserve for actuarial gains and losses on defined-benefit plans of €813 thousand as
at 28 February 2018 (€859 thousand as at 28 February 2017); it fell by €46 thousand
following the actuarial valuation relating to severance pay;
• the reserve for share-based payments amounting to €1,352 thousand as at 28
February 2018 (€6,938 thousand as at 28 February 2017); the reserve has changed
due to the Call Option Agreement as a result of: (i) the recognition of €706 thousand
as the offset of the personnel costs for the share-based payment plan and (ii) the
integral issuing following the successful outcome of the project of listing the share-
based payment reserve under the item Profits/(losses) carried forward for a total of
€7,644 thousand; with regard, on the other hand, to the Long Term Incentive Plan
agreed during the year, as a result of: (i) the recording of €1,352 thousand to offset
the personnel expenses for the share-based payment plan and (ii) the distribution of
the dividend approved by the Shareholders’ Meeting on 29 June 2017 which involved
the reclassification of the monetary bonus accrued to managers and employees set
out in the for the item other non-current liabilities. It should therefore be noted that
the reserve for share-based payments of Euro 1,352 thousand and the Profit (losses)
Separate financial statements 342 - 343

carried forward – LTIP of Euro 673 thousand both refer to the accounting of the
share-based payment plan called Long Term Incentive Plan and together represent
the fair value measurement of the options granted under the plan (IFRS 2). For more
details, please see Note 5.26.

Shareholders’ equity, equal to €84,979 thousand as at 28 february 2017 (€73,433


thousand as at 29 February 2016) rose during the year as a result of: (i) the recording
of a profit for the period of €11,587 thousand and other items of the comprehensive
income statement of €73 thousand; (ii) the distribution of an extraordinary dividend of
€3,880 thousand through the use of part of the extraordinary reserve, as approved on
28 November 2016 by the Shareholders’ Meeting and (iii) the recording in the reserve for
share-based payments of €3,766 thousand which refers to the Call Option Agreement
reserved for certain managers and employees.

The Share capital as at 28 February 2017 stood at €4,000 thousand, broken down into
20,000,000 shares.

The Reserves are illustrated below:


• the legal reserve of €800 thousand as at 28 February 2017 (€800 thousand as at
29 February 2016), includes the financial provisions at a rate of 5% for each financial
year; there were no increases during the period in this reserve which reached the limit
pursuant to Article 2430 of the Italian Civil Code and has maintained it to 28 February
2017;
• the extraordinary reserve of €55,223 thousand as at 28 February 2017 (€48,461
thousand as at 29 February 2016); this reserve increased during the period as a result
of the allocation of the profit for the previous year of €10,642 thousand and decreased
following the distribution of dividends of €3,880 thousand;
• the cash flow hedge reserve of €0 as at 28 February 2017 (€74 thousand as at 29
February 2016); this reserve was recorded to offset the mark to market of the hedging
Interest Rate Swap agreements, taken out as required by the Loan Agreement (as
defined in Note 5.11). The positive change of €74 thousand is due to the change in the
fair value of the derivative contracts and their maturity at 28 February 2017;
• the reserve for actuarial gains and losses on defined-benefit plans of €859 thousand
as at 28 February 2017 (€858 thousand as at 29 February 2016); it fell by €1 thousand
following the actuarial valuation relating to severance pay;
• the reserve for share-based payments of €6,938 thousand as at 28 February 2017
(€3,172 thousand as at 29 February 2016); this reserve includes the increase of
€3,766 thousand offsetting the personnel costs of the share-based payment plan (as
described in Note 5.26).

During the years ended 28 February 2018 and 28 February 2017 there were no assets
allocated to specific businesses.
Pursuant to Article 2424 of the Civil Code, information is provided on the origin, nature
and possibility of use of the Shareholders’ Equity items:
(Amounts in thousands
of Euros)
Use in the Use in the
previous previous
3 financial 3 financial
Possibility Amount years to years for
Nature / Description Amount for use (*) Available cover losses other reasons

Capital 4,000 B 4,000

Capital Reserves

Share premium reserve 69 A, B, C 69

Other capital reserves 61,191 A, B, C 61,191


Reserve for share-based
payments - LTIP 1,352 A, B 1,352
Suspended tax retained
earnings
Reserve pursuant to Law No.
121/87 75 A, B, C 75

Retained Earnings

Legal Reserve 800 A, B 800

Extraordinary Reserve 46,810 A, B, C 46,810 12,293 (**)


TFR (Severance Pay)
Actuarial Valuation Reserve (813) (813)

Cash flow hedge reserve (191) (191)

FTA Other Reserves (3,336) (3,336)


Profit (losses) carried
forward - FTA other
Reserves 23,321 B 23,321
Profit (losses) carried
forward - IAS adjustments (22,106) (22,106)
Profit (losses) carried
forward - Call option
agreement 7,644 A, B, C 7,644
Profit (losses) carried
forward – LTIP (673) (673)
Profit (losses) carried
forward- other (51,924) (51,924)

Profit (losses) for the period 8,521 A, B, C 8,521

Total 74,740 74,740 - -

Non-distributable portion 29,473


Residual distributable
portion gross of the results
for the period 45,267 - -

(*) A: for capital increase; B: for covering losses; C: for distribution to shareholders
(**) Distribution of reserves

The item “Other reserves FTA” mainly includes the value of the reserves established
during the transition to the IFRS of the former Unieuro.
Separate financial statements 344 - 345

5.11. Financial liabilities


A breakdown of the item current and non-current “Financial liabilities” as at 28 February
2018 and as at 28 February 2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 29 February 2017

Current financial liabilities 6,961 5,984

Non-current financial liabilities 40,518 25,796

Total financial liabilities 47,479 31,780

On 29 November 2013, under the scope of the consolidation transaction that led to the
acquisition of former Unieuro by the Group headed by the parent company Venice Holdings
S.r.l., a loan agreement called “Euro Term and Revolving Credit Facilities Agreement” was
signed with Banca IMI S.p.A., as financing bank and agent bank, UniCredit Corporate
Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano S.p.A. and Monte dei
Paschi di Siena Capital Service Banca per le Imprese S.p.A., in the capacity of the lending
banks, on the one side, and the Company on the other side as the beneficiary company.
Later, on 19 September 2014, Banca IMI S.p.A sold part of its stake in the loans granted
to the Company to ICCREA Banca Impresa S.p.A., Banca Interprovinciale S.p.A. and
Volksbank Banca Popolare dell’Alto Adige Soc. Coop.pa.

On 22 December 2017 a new Loan Agreement was signed, the “Loan Agreement”, with
Banca IMI S.p.A., as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole
Cariparma S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan Branch. The
Loan Agreement was finalised on 9 January 2018 following the conclusion of relations
and the repayment of the previous lines of credit and the provision of the new funding.

The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. The existing borrowings relating to the Euro Term and
Revolving Facilities Agreement were repaid in full on 9 January 2018.

The new lines, including a €100 million amortizing term loan, of which €50 million
(“Term Loan”) was for replacing the existing lines of credit and €50 million (the “Capex
Facility”) was for acquisitions and investments for restructuring the network of stores,
and €90 million in revolving facilities (the “Revolving Facility”), are at significantly better
conditions compared with the previous loans, particularly with regard to (i) a reduction
in the interest rate; (ii) the extension of the duration by five years; (iii) greater operational
flexibility related to the reduction in the number of funding institutions, covenants and
contractual restraints; as well as (iv) the removal of collateral in favour of the lending
banks.
The interest on the loans agreed under the scope of the Loan Agreement is a floating
rate, calculated taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events
in this clause are verified. These clauses require compliance by Unieuro S.p.A. with a
consolidation ratio which will be summarised below:
• leverage ratio (defined as the ratio between the net financial position and EBITDA, as
defined in the Loan Agreement);

At 28 February 2018 the covenant was calculated and complied with. See below for the
summary table:

28 February 2018

Description of covenants Contractual value Covenant result

LEVERAGE RATIO < 1.50 0.07


Consolidated Net financial debt /Consolidated
adjusted EBITDA

The Loan Agreement includes the Company’s right of early repayment, in full or in part
(in such a case of minimum amounts equal to €1,000,000.00) and prior notification of
the Agent Bank, of both the Senior Loan and the Capex Facility. In addition, when certain
circumstances and/or events are verified, the Company is obliged to repay the Loan early.
As at 28 February 2018 and until the date these financial statements were prepared, no
events occurred that could give rise to the early repayment of the loan. Financial liabilities
as at 28 February 2018 are illustrated below:
As at 28 February 2018
of which of which
(Amounts in thousands of Original Interest current non-current
Euros) Maturity amount rate Total portion portion
1.36% -
Short-term lines of credit (1) n.a. 54,000 7.0% 79 79 -
Euribor
Revolving Credit Facility Dec-22 90,000 1m+spread - - -
Current bank payables 79 79 -
Euribor
Term Loan Dec-22 50,000 3m+spread 50,000 7,500 42,500
Euribor
Capex Facility Dec-22 50,000 3m+spread - - -
Ancillary expenses on loans (2)
(2,600) (618) (1,982)
Non-current bank payables
and current part
of non-current debt 47,400 6,882 40,518
Total 47,479 6,961 40,518

The short-term lines of credit include the subject to collection advances, the hot money, the current account
(1)

overdrafts and the credit limit for the letters of credit.


(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.
Separate financial statements 346 - 347

As at 28 February 2017
of which of which
(Amounts in thousands of Original Interest current non-current
Euros) Maturity amount rate Total portion portion
1.36% -
Short-term lines of credit (1) n.a. 47,500 7.0% - - -
Euribor
Revolving Credit Facility Dec-19 41,800 1m+spread - - -
Current bank payables - - -
Euribor
Loan A Dec-19 15,000 6m+spread 6,000 3,000 3,000
Euribor
Loan B Dec-20 13,300 6m+spread 13,300 - 13,300
Euribor
Capex Facility Dec-19 15,000 6m+spread 14,250 3,750 10,500
Ancillary expenses on loans (2) (1,770) (766) (1,004)
Non-current bank payables
and current part
of non-current debt 31,780 5,984 25,796
Total 31,780 5,984 25,796

The short-term lines of credit include the subject to collection advances, the hot money, the current account
(1)

overdrafts and the credit limit for the letters of credit.


(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.

Financial liabilities as at 28 February 2018 totalled €47,479 thousand, a rise of €15,699


thousand compared with 28 February 2017. This change is mainly due to the restructuring
of the lines of credit following the conclusion of the new loan. The settlement of the
previous loan as a result of the conclusion of new lines of credit involve the transfer to the
income statement of the related amortised cost.
The Revolving Line was not used as at 28 February 2018.

The loans are evaluated using the amortised cost method based on the provisions of IAS
39 and therefore their value is reduced by the ancillary expenses on the loans, equal to
€2,600 thousand as at 28 February 2018 (€1,770 thousand as at 28 February 2017).

The breakdown of the financial liabilities according to maturity is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Within 1 year 6,961 5,984

From 1 to 5 years 40,518 25,796

More than 5 years - -

Total 47,479 31,780


A breakdown of the net financial debt as at 28 February 2018 and as at 28 February
2017 is shown below. Note that the net financial debt is presented in accordance with the
provisions of Consob Communication No. 6064293 of 28 July 2006 and in conformity
with the recommendations of ESMA/2013/319.

(Amounts in thousands of
Euros) as at 28 February 2018 as at 28 February 2017
of which with of which with
Related- Related-
Ref Parties Parties
(A) Cash 5.9 60,209 - 36,666 -
(B) Other liquid assets - - - -
(C) Securities held for
trading - - - -
(D) Liquidity (A)+(B)+(C) 60,209 - 36,666 -
- of which is subject to a
pledge - 650 -
(E) Current financial
receivables - - -
(F) Current bank payables 5.11 (79) - - -
(G) Current part of non-
current debt 5.11 (6,882) - (5,984) -
(H) Other current financial
payables 5.13 (7,473) - (2,418) -
(I) Current financial debt
(F)+(G)+(H) (14,434) - (8,402) -
- of which is secured 0 - (6,750) -
- of which is unsecured (14,434) - (1,652) -
(J) Net current financial
position (I)+(E)+(D) 45,775 - 28,264 -
(K) Non-current bank
payables 5.11 (40,518) - (25,796) -
(L) Issued bonds - - - -
(M) Other non-current
financial payables 5.13 (12,195) - (4,427) -
(N) Non-current financial
debt (K)+(L)+(M) (52,713) - (30,223) -
- of which is secured 0 - (26,800) -
- of which is unsecured (52,713) - (3,423) -
(O) Net financial debt
(J)+(N) (6,938) - (1,959) -

The table below summarises the breakdown of the items “Other current financial payables”
and “Other non-current financial payables” for the periods ending 28 February 2018 and
28 February 2017. See Note 5.14 “Other financial liabilities” for more details.
Separate financial statements 348 - 349

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Other financial liabilities 7,473 2,418

Other current financial payables 7,473 2,418

Other financial liabilities 12,195 4,427

Other non-current financial payables 12,195 4,427

Total financial payables 19,668 6,845

5.12. Employee benefits


The change in the item “Employee benefits” for the period from 29 February 2016 to 28
February 2018 is broken down below:

(Amounts in thousands of Euros)

Balance as at 29 February 2016 10,220

Service cost -

Interest cost 153

Settlements/advances (592)

Actuarial (profits)/losses 2

Balance as at 28 February 2017 9,783

Service cost -

Interest cost 133

Business unit acquisitions 1,255

Settlements/advances (521)

Actuarial (profits)/losses (64)

Balance as at 28 February 2018 10,586

This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment
relationship is ended. Severance pay, regulated by Article 2120 of the Italian Civil Code,
is recalculated in accordance with the provisions of IAS 19, expressing the amount of the
actual value of the final obligation as a liability, where the actual value of the obligation is
calculated through the “projected unit credit” method.

The item business unit acquisitions refers to the assumption of the debt relating to
the Severance Pay of employees transferred under the scope of the acquisition of the
business units of Andreoli S.p.A. and Cerioni S.p.A., for more details, refer to Note 5.28 -
“Business unit combinations”.

Settlements recorded in the financial year ended 28 February 2018 relate to both severance
pay advances paid to employees during the year, and to redundancies involving the
excess personnel at several sales points which were restructured or closed and to breaks
in employment with regard to employees on fixed contracts.
Below is a breakdown of the economic and demographic recruitment used for the
purpose of the actuarial evaluations:

Year ended

Economic recruitment 28/02/2018 28/02/2017

Inflation rate 1.50% 1.50%

Actualisation rate 1.37% 1.19%

Severance pay increase rate 2.625% 2.625%

Year ended

Demographic recruitment 28/02/2018 28/02/2017

Fatality rate Demographic tables RG48 Demographic tables RG48


INPS tables differentiated by INPS tables differentiated by
Disability probability age and gender age and gender
Reaching of minimum Reaching of minimum
requirements under the requirements under the
compulsory general compulsory general
Retirement age insurance insurance

Probability of leaving 5% 5%

Probability of anticipation 3.50% 3.50%

With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a
duration of 7-10 years at the evaluation date was taken as a reference for the evaluation
of this parameter.

Below is the sensitivity analysis, as at 28 February 2018, relating to the main actuarial
hypotheses in the calculation model taking into consideration the above and increasing
and decreasing the average annual turnover rate, the early request rate, the average
inflation and actualisation rate, respectively of 1%, 1%, 0.25% and 0.25%. The results are
summarised in the table below:

(Amounts in thousands of Euros) 28/02/2018

Change to the parameter Impact on DBO

1% increase in turnover rate 10,530

1% decrease in turnover rate 10,650

0.25% increase in inflation rate 10,736

0.25% decrease in inflation rate 10,439

0.25% increase in actualisation rate 10,352

0.25% decrease in actualisation rate 10,830


Separate financial statements 350 - 351

5.13. Other financial liabilities


A breakdown of the item current and non-current “Other financial liabilities” as at 28
February 2018 and as at 28 February 2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017


Payables for investments in equity investments
and business units 3,165 -

Payables to leasing companies 2,777 2,236

Other financial payables to subsidiaries 1,217 -

Fair value of derivative instruments 172 7

Factoring liabilities 142 175

Other current financial liabilities 7,473 2,418


Payables for investments in equity investments
and business units 8,037 -

Payables to leasing companies 4,008 4,427

Fair value of derivative instruments 150 -

Other non-current financial liabilities 12,195 4,427

Total financial liabilities 19,668 6,845

Payables for investments in equity investments and business units


Payables for investments in equity investments and business units totalled €11,202
thousand at 28 February 2018. During the year the Company acquired 100% of the
shares of Monclick S.r.l. for €10,000 thousand of which €3,500 thousand was paid on the
agreement of the sale and the remaining €6,500 thousand will be payable in 5 annual
instalments from 9 June 2018. Additionally, on 31 October 2017 the Company also acquired
the business unit of Gruppo Cerioni S.p.A. for €8,004 thousand of which 1,200 thousand
was paid on the agreement of the sale and €400 thousand will be paid at the first and
third closing, with the remaining €5,066 thousand payable in 6 half-yearly instalments
from 10 July 2018. The existing debt cash flows at 28 February 2018 were actualised for
a €364 thousand.

Payables to leasing companies


Payables owed to leasing companies amount to a total of €6,785 thousand at 28 February
2018 and €6,663 thousand at 28 February 2017. The assets that are the subject of the
finance lease agreement are furnishings, LEDs, climate control systems, servers, computers
and printers. Interest rates are fixed at the date of the signing of the agreements and
are indexed to the 3-month Euribor. All lease agreements are repayable through fixed
instalment plans with the exception of the initial down payment and the redemption
instalment and there is no contractual provision for any rescheduling of the original plan.
The above payables to the leasing company are secured to the lessor via rights on the
leased assets. There are no hedging instruments for the interest rates.

The assets subject to financial leasing are reported using the method set out in international
accounting standard IAS 17. The breakdown by due date of the minimum payments and
the capital share of the finance leases are given below:
(Amounts in thousands Minimum payments due for financial
of Euros) leasing as at Capital share as at

28 February 2018 28 February 2017 28 February 2018 28 February 2017

Within 1 year 2,936 2,462 2,777 2,236

From 1 to 5 years 4,139 4,587 4,008 4,427

More than 5 years - - - -

Total 7,075 7,049 6,7854 6,663

The reconciliation between the minimum payments due from the financial leasing
company and the current value is as follows:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017


Minimum payments due for financial
leasing 7,075 7,049

(Future financial expense) (290) (386)

Total 6,7845 6,663

Other financial payables to subsidiaries


Other financial payables totalled €1,217 thousand at 28 February 2018 this item relates
to the share capital increase approved by the Company with regard to the subsidiary
company Monclick for the share not yet paid. Payment was made by offsetting with
commercial credits on 31 March 2018.

Fair value of derivative instruments


The financial hedging instruments, in existence as at 28 February 2018, refer to agreements
signed with BPER Banca S.p.A and with BNL S.p.A to hedge future purchase transactions
involving goods in other currencies (USD) for €72 thousand at 28 February 2018 (€7
thousand at 28 February 2017). The effects of these financial hedging instruments were
recorded in the income statement because they do not comply with all the requirements of
IAS 39 for hedge accounting and (ii) contracts signed with Intesa Sanpaolo S.p.A., Banca
Popolare di Milano S.p.A. and Crédit Agricole Cariparma S.p.A., to hedge the fluctuation
of financial expenses related to the Loan Agreement for €250 thousand at 28 February
2018 (0 thousand at 28 February 2017). These derivative financial transactions on the
interest rates are designated as hedge accounting in accordance with the requirements
of IAS 39 and are therefore dealt with under hedge accounting.

Factoring liabilities
Payables to factoring companies stood at €142 thousand as at 28 February 2018 (€175
thousand as at 28 February 2017) and refer to transfers of trade payables to a financial
counterparty through factoring without recourse.
Separate financial statements 352 - 353

5.14. Provisions
The change in the item “Funds” for the period from 29 February 2016 to 28 February 2018
is broken down below:

Other Onerous Other


(Amounts in thousands Tax dispute disputes contracts Restructuring risks
of Euros) provision provision provision provision provision Total
Balance as at 29 February
2016 4,668 2,291 1,201 1,199 979 10,338

- of which current portion - - 700 1,199 672 2,571

- of which non-current portion 4,668 2,291 501 - 307 7,767

Provisions 2,339 664 327 199 3,529

Draw-downs/releases (1,358) (1,213) - (933) (106) (3,610)

Balance as at 28 February 2017 5,649 1,742 1,528 266 1,072 10,257

- of which current portion 37 188 882 266 51 1,424

- of which non-current portion 5,612 1,554 646 1,021 8,833

Provisions 115 1,285 - - 357 1,757

Business unit acquisitions - 71 - - - 71

Draw-downs/releases (2,063) (638) (647) (91) (30) (3,469)

Balance as at 28 February 2018 3,701 2,460 881 175 1,399 8,616

- of which current portion 1,051 501 814 175 379 2,920

- of which non-current portion 2,650 1,959 67 - 1,020 5,696

The “Tax dispute provision”, equal to €3,701 thousand as at 28 February 2018 and €5,649
thousand as at 28 February 2017, was set aside mainly to hedge the liabilities that could
arise following disputes of a tax nature.

The “Other disputes provision”, equal to €2,460 thousand as at 28 February 2018 and
€1,742 thousand as at 28 February 2017, refers to disputes with former employees,
customers and suppliers. The item Business unit acquisitions of €71 thousand relates to
taking over several disputes when it acquired the Andreoli S.p.A. business unit, with this
liability settled during the course of the year.

The “Onerous contracts provision”, equal to €881 thousand as at 28 February 2018 and
€1,528 thousand as at 28 February 2017, refer to the provision allocated for non-discretionary
costs necessary to fulfil the obligations undertaken in certain rental agreements.

The “Restructuring provision”, equal to €175 thousand as at 28 February 2018 and


€266 thousand as at 28 February 2017, refer mainly to the conclusion of the personnel
restructuring and commercial network integration process of the former Unieuro.

The “Other risk provision”, equal to €1,399 thousand as at 28 February 2018 and €1,072
thousand as at 28 February 2017, mainly include: i) the provision for expenses for the
restoration of stores to their original condition set aside to cover the costs for restoring
the property when it is handed back to the lessor in cases where the contractual obligation
is the responsibility of the tenant; ii) the additional customer compensation fund.
5.15. Other current liabilities and other non-current liabilities
Below is a breakdown of the items “Other current liabilities” and “Other non-current
liabilities” as at 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Deferred income and accrued liabilities 101,280 89,446

Payables to personnel 34,416 28,206

Payables for VAT 17,102 15,715

Payables for IRPEF (income tax) 2,454 2,010

Payables to welfare institutions 2,711 1759

Payments on account from customers 3,200 3,017

Other current liabilities 1,164 82

Other tax payables 105 92

Total other current liabilities 162,432 140,327

Other liabilities 692 -

Deposit liabilities 26 21

Non-current payables to personnel - -

Total other non-current liabilities 718 21


Total other current and non-current
liabilities 163,150 140,348

The item “Other current liabilities” increased by €22,105 thousand in the year ended 28
February 2018 compared with the year ended 28 February 2017. The increase in the item
recorded in the period in question is mainly due to greater deferred income relating to
the servicing of the extended warranty.

The balance of the item “Other current liabilities” is mainly composed of:
• deferred income and accrued liabilities of EUR 101,280 thousand at 28 February
2018 (€89,446 thousand as at 28 February 2017) due mainly to the deferrals for the
extended warranty services. Revenue from sales is reported according to the term of
the contract, or the period for which there is a performance obligation, thereby re-
discounting sales pertaining to future periods. Moreover, note that the methods for
managing warranty services for the periods after the legally-required periods were
changed with regard to sales of extended warranty services made by the former
Unieuro (from the financial year ended 28 February 2015) and to sales of extended
warranty services in certain categories of goods (white goods) made by Unieuro
(from the financial year ended 29 February 2012) and to sales of extended warranty
services by the sales outlets acquired from Cerioni S.p.A. and Andreoli S.p.A. (from the
year ended 28 February 2018), by handling activities that were previously outsourced
to third-parties internally;
• payables to employees for €34,416 thousand at 28 February 2018 (€28,206 thousand
at 28 February 2017) consisting of debts for outstanding wages, holidays, leave, and
thirteenth and fourteenth month pay. These payables refer to items accrued but not
yet settled.
Separate financial statements 354 - 355

• VAT payables of EUR 17,102 thousand at 28 February 2018 (EUR 15,715 thousand at 28
February 2017) composed of payables resulting from the VAT settlement with regard
to February 2018.

The item “Other non-current liabilities” increased to €697 thousand in the year ended 28
February 2018 compared with the year ended 28 February 2017.

The balance of the item “Other non-current liabilities” is mainly composed of the monetary
bonus in the share-based payment plan, the Long Term Incentive Plan, of €692 thousand.
Following the approval of the distribution of the dividend by the Shareholders’ Meeting
on 29 June 2017, a payable relating to the monetary bonus accrued to managers and
employees was recorded as required by the regulation. For more details, please see Note
5.27.

5.16. Trade payables


A breakdown of the item “Trade payables” as at 28 February 2018 and as at 28 February
2017 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Trade payables to third-parties 405,892 332,504

Trade payables to related-parties 1,812 15

Gross trade payables 407,704 332,519


Bad debt provision - amount due from
suppliers 2,382 2,027

Total Trade payables 410,086 334,546

The balance includes payables relating to carrying out normal trade activities involving
the supply of goods and services.

Gross trade payables increased by €75,185 thousand as at 28 February 2018 compared


with 28 February 2017. The increase is related to the increase in volumes handled as a result
of: (i) the promotions in February 2018 which involved product categories with improved
payment conditions compared with those of the previous year and (ii) an increase in the
number of stores as a result of the acquisition of the Andreoli S.p.A. and Cerioni S.p.A.
business units, the acquisition of the flagship store in the Euroma2 shopping centre and
the new openings during the year.

As at 28 February 2018, there were no disputes with suppliers, or suspensions to supplies,


with the exception of several compensation claims and payment injunctions which refer to
legal actions in the form of applications for orders for payment of insignificant amounts.

The change in the “Bad debt provision and suppliers account debit balance” for the
period from 29 February 2016 to 28 February 2018 is given below:
Bad debt provision - amount
(Amounts in thousands of Euros) due from suppliers

Balance as at 29 February 2016 2,162

Provisions -

Releases to the Income Statement -

Utilisation (135)

Balance as at 28 February 2017 2,027

Provisions 488

Releases to the Income Statement

Utilisation (133)

Balance as at 28 February 2018 2,382

There are no payables for periods of more than 5 years or positions with a significant
concentration of payables.

5.17. Revenues
Below is a break down of the item “Revenue” for the financial years ended 28 February
2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Retail, Online and Travel (1)


1,503,343 1,329,973

Wholesale (2)
218,458 227,864

B2B (3)
104,901 102,658

Intercompany 8,816 -

Total Revenue 1,835,518 1,660,495

The Retail sales channel refers to the sale of products to end users through direct sales points located
(1)

throughout Italy, with the exception of airports. The Online sales channel represents the sale of products to
end users through the web channel with the option of home delivery and Click & Collect. The Travel sales
channel embodies the sale of products at major public transport hubs via direct stores
(2)
The Wholesale channel covers the sale of products to partners operating exclusively through the “Unieuro”
brand as well as the wholesale supply to hypermarkets and other retailers.
(3)
The B2B sales channel represents the wholesaling of products to customers who, in turn, sell electronic
items to hotels and banks.

The Retail, Online and Travel revenue went from €1,329,973 thousand in the year ended
28 February 2017 to €1,503,343 thousand in the year ended 28 February 2018, an
increase of €173,370 thousand or 13.0%. The increases are mainly related to the Retail
and Travel channels which recorded an increase in sales as a result of: (i) the reopening
of the 21 sales outlets purchased from Andreoli S.p.A., operational from 1 July 2017; (ii)
the acquisition of the flagship store in the Euroma2 shopping centre, which opened on
20 September 2017; (iii) the gradual reopening, from 16 November 2017 onwards, of the
19 sales outlets bought from Gruppo Cerioni S.p.A.;(iv) the new openings which took
place in the financial year in question, a total of 5 Retail sales outlets in Bergamo, Novara,
Genoa, Rome Trastevere and, most recently, on 8 December, in Modena and (v) the new
Separate financial statements 356 - 357

openings of Travel sales outlets at the airports of Capodichino and Orio al Serio and
the Online channel which recorded significant growth mainly due to the commercial
initiatives associated with Black Friday, the continued expansion of the pick-up-points
network, as well as the positive results of the growth strategy in high-margin product
categories, particularly large and small appliances.

Wholesale revenue went from €227,864 thousand in the year ended 28 February 2017
to €218,458 thousand in the year ended 28 February 2018, a fall of €9,406 thousand or
4.1%. The continued and physiological action of streamlining the network has led to a fall
of 8 sales outlets compared with the 28 February 2017, plus the anticipated impact of
the new direct stores on the Wholesale network. However, taking into consideration the
sales developed by the channel through the pick&pay arrangement, the affiliate network
recorded a positive performance significantly better than the reference market.

B2B revenue went from €102,658 thousand in the year ended 28 February 2017 to
€104,901 thousand in the year ended 28 February 2018, an increase of €2,243 thousand
or 2.2%. The B2B channel targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment).

Intercompany revenues were equal to €8,816 thousand in the year ended 28 February
2018 and were composed of the sale of products to the subsidiary company Monclick.

5.18. Other income


Below is a break down of the item “Other income” for the financial years ended 28
February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Other income 1,964 3,468

Insurance reimbursements 1,825 1,181

Rental and lease income 1,588 1,711

Total Other Income 5,377 6,360

The item mainly includes rental income relating to the sub-leasing of spaces for other
activities, and insurance claims relating to theft or damage caused to stores. The decrease
is due to the presence, during the year ended 28 February 2017, of positive elements
relating to the closing of old debit entries. In addition, the item includes the insurance
refund for € 800 thousands obtained with regard to the fire occurred 25 February 2017
in Oderzo store sale (TV).
5.19. Purchases of materials and external services
Below is a breakdown of the item “Purchases of materials and external services” for the
financial years ended 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Purchase of goods 1,466,103 1,295,389

Building rental and expenses 63,760 58,289

Marketing 48,673 51,613

Transport 40,670 32,482

Utilities 12,692 12,017

Consulting 8,759 10,904

Maintenance and rental charges 10,165 10,745

General sales expenses 8,560 7,497

Other costs 7,971 6,126

Purchase of consumables 4,628 4,377

Travel expenses 2,969 2,143

Purchase of intercompany goods 1,494 -


Payments to administrative and
supervisory bodies 773 356
Total Purchases of materials and external
services 1,677,217 1,491,938

Changes in inventory (43,637) (5,177)

Total, including the change in inventories 1,633,580 1,486,761

The item “Purchases of materials and external services”, taking into account the item
“Change in inventories”, rose from EUR 1,486,761 thousand as at 28 February 2017 to
EUR 1,632,580 thousand in the year ended 28 February 2017, an increase of EUR 146,819
thousand or 9.9%.

The main increase is attributable to the item “Purchase of goods” for €170,714 thousand
resulting from the increase in turnover due to: (i) the acquisition of the 21 Andreoli S.p.A.
sales outlets, operational from 1 July 2017 (ii) the gradual reopening, from 16 November
2017, of the 19 sales outlets acquired from Gruppo Cerioni S.p.A., (iii) the acquisition of
the flagship store in the Euroma2 shopping centre, which opened on 20 September 2017;
(iv) the new openings which took place in the financial year in question, a total of 5 Retail
sales outlets, in Bergamo, Novara, Genova, Rome Trastevere and, most recently, on 8
December, in Modena and (v) the new openings of Travel sales outlets at the airports of
Capodichino and Orio al Serio.

The items “Building rental and expenses” increased by €5,471 thousand compared with
28 February 2017, a rise of 9.4%; this increase is due to the taking over of the rental
agreements of: (i) 21 sales outlets belonging to the Andreoli S.p.A. business unit, (ii) 19
sales outlets belonging to the Cerioni S.p.A. business unit, (iii) the flagship store in the
Euroma2 shopping centre, and (iii) the new openings of sales outlets during the year. The
Separate financial statements 358 - 359

cost of like-for-like rentals, on the other hand, is significantly down compared with the
previous year.

The item “Marketing” fell from €51,613 thousand at 28 February 2017 to €48,673 thousand
at 28 February 2018. Marketing and advertising were structured and planned to direct
potential customers to physical points of sale and to the Online channel. There was a fall
in traditional marketing activities in the year ended 28 February 2018, partly offset by the
increase in digital marketing activities.

The item “Transport” increased from €32,482 thousand as at 28 February 2017 to €40,670
thousand as at 28 February 2018, mainly as a result of the increase in turnover and the
ever increasing weighting of home deliveries in relation to online orders, the impact on
revenue was essentially in line with the previous year, equal to 2.2% as at 28 February
2018 (2.0% as at 28 February 2017).

The item “Utilities” increased by €675 thousand compared with 28 February 2017 or 5.6%,
with the increase mainly due to the increase in the number of sales outlets recorded in
the year.

The item “Consulting” fell from €10,904 thousand at 28 February 2017 to €8,759
thousand at 28 February 2018. The performance is due to the combined effect of: (i) a
decrease mainly related to the costs incurred by the Company relating to the listing of
the Company’s shares on the STAR segment of the Mercato Telematico Azionario run
by Borsa Italiana S.p.A. which concluded on 4 April 2017, (ii) the increase as a result of
the consultancy fees incurred for the acquisition of Monclick S.r.l. and the acquisition of
the business units from Andreoli S.p.A. and Cerioni S.p.A. and (iii) the increase of the
consultancy fees incurred for the incorporation of the subsidiary company Monclick.

The item “General sales expenses” increased from €7,497 thousand at 28 February 2017
to €8,560 thousand at 28 February 2018. The item mainly includes the cost of fees on
sales transactions with the increase due to the increase in turnover.

The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and
security. The item rose by €1,845 thousand compared with 28 February 2017, or 30,1%,
with the increase mainly relating to: (i) the increase in the cost of insurance, particularly
following the catastrophic events due to the fire at the Oderzo point of sale which took
place on 25 February 2017 and the theft at the Piacenze warehouse which took place in
August 2017 with a new insurance contract signed with a new pool of insurers which led
to an increase in the premium and (ii) the increase recorded in support activities for listed
companies. The effect of that item on revenues is substantially unchanged, equal to 0.4%
at 28 February 2018 (0.4% at 28 February 2017).

The item “Purchase of intercompany goods” stood at €1,494 thousand at 28 February


2018. The purchase transaction took place under the scope of the incorporation of the
subsidiary company Monclick which enabled the latter to process the sales from its own
website through the Unieuro warehouses creating efficiency in logistics and procurement
costs.
5.20. Personnel expenses
Below is a breakdown of the item “Personnel costs” for the financial years ended 28
February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Salaries and wages 112,273 97,630

Welfare expenses 32,040 29,165

Severance pay 7,486 6,833

Other personnel costs 2,665 3,005

Total personnel costs 154,464 136,633

Personnel costs went from €136,633 thousand in the year ended 28 February 2017 to €154,464
thousand in the year ended 28 February 2018, an increase of €17,831 thousand or 13.1%.

The item “Salaries and wages” increased by €14,643 thousand or 15.0%, with the increase
mainly due to: (i) the acquisition of the business units from Andreoli S.p.A., Cerioni
S.p.A., (ii) the acquisition of the flagship store in the Euroma2 shopping centre, (iii) the
increase in employees following the opening of 7 new stores, (iv) the adaptation of the
central structure to meet stock exchange requirements and the reinforcement of several
strategic functions and (v) the adaptation of the existing employment contracts which
were renewed on 30 March 2015 which included, among other things, a contractual
increase valid from 1 August 2017.

The item “Other personnel costs”, stood at €2,665 thousand at 28 February 2018 (€3,005
thousand at 28 February 2017) and mainly included: (i) the recognition of €1,352 thousand
as the cost of the share-based payment plan - Long Term Incentive Plan concluded
during the year and (ii) the recognition of €706 thousand as the cost of the share-based
payment plant - Call option agreement concluded following the positive outcome of the
listing that took place on 4 April 2017. Refer to Note 5.26 for more details about the share-
based payment agreements.

5.21. Other operating costs and expenses


Below is a breakdown of the item “Other operating costs and expenses” for the financial
years ended 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Non-income based taxes 7,380 5,160

Provision for supplier bad debts 488 -


Provision for the write-down of other
assets 178 -

Bad debt provision 146 -

Other operating expenses 310 217

Total other operating costs and expenses 8,502 5,377


Separate financial statements 360 - 361

”Other operating costs and expenses” went from €5,377 thousand in the year ended 28
February 2017 to €8,502 thousand in the year ended 28 February 2018, an increase of
€3,125 thousand or 58,1%.
The increase was mainly due to the the increase in taxes and duties not on income due
to the effect on the increase recorded in the number of stores and the write-down of
receivables considered of doubtful esigibility.

The item “Other operating costs” includes costs for charities, customs and capital losses.

5.22. Depreciation, amortisation and write-downs


Below is a breakdown of the item “Depreciation, amortisation and write-downs of fixed
assets” for the financial years ended 28 February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017


Depreciation and amortisation
of tangible fixed assets 15,498 13,312
Depreciation and amortisation
of intangible fixed assets 4,583 3,794
Write-downs/(write backs)
of tangible and intangible fixed assets 989 852
Write-downs/(write-backs)
of equity investments 6,276 -
Total depreciation, amortisation
and write-downs 27,346 17,958

The item “Depreciation, amortisation and write-downs” went from €17,958 thousand in
the year ended 28 February 2017 to €27,346 thousand in the year ended 28 February
2018, a rise of €9,388 thousand or 52.3%. The increase relates to: (i) the write-down
of equity investments, specifically from the results of the impairment test to which the
equity investment in Monclick was subjected, from which it emerged at 28 February
2018 that the carrying amount exceeded the recoverable value by €6,276 thousand. For
more details, refer to Note 5.5.1 and (ii) the progressive growth of investments in recent
financial years also related to new acquisitions.

The item “Write-downs/(write-backs) of tangible and intangible fixed assets increased


in the year ended 28 February 2018 compared with the year ended 28 February 2017 as
a result of the interventions at the sales outlets. The item also includes the write-down
of the assets relating to the stores for which onerous contracts were identified, in other
words rental agreements in which the non-discretionary costs necessary for fulfilling the
obligations undertaken outweigh the economic benefits expected to be obtained from
the contract.
5.23. Financial income and Financial expenses
Below is a breakdown of the item “Financial income” for the financial years ended 28
February 2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Interest income 25 27

Other financial income 274 331

Total financial income 299 358

“Financial income” went from €358 thousand in the year ended 28 February 2017 to €299
thousand in the year ended 28 February 2018, a decrease of €59 thousand. The change
is mainly due to the increase in income for exchange rate gains and the decrease in bank
interest income.

The breakdown of the item “Financial expense” is given below:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Interest expense on bank loans 6,640 3,708

Other financial expense 1,280 1,726

Interest expense toward parent company - 788

Total financial expense 7,920 6,222

“Financial expense” went from €6,222 thousand in the year ended 28 February 2017 to
€7,920 thousand in the year ended 28 February 2018, an increase of €1,698 thousand or
27.3%.

The item “Interest expense on bank loans” increased at 28 February 2018 by €2,932
thousand compared with the previous period with this increase due mainly to the
combined effect of the greater financial interest of €3,128 thousand due to the transfer
to the income statement of the amortised cost of the Euro Term and Revolving Facilities
Agreement as a result of the conclusion which took place on 22 December 2017 of the
Loan Agreement and the lower interest expense recorded in the year relating to the Euro
Term and Revolving Facilities Agreement due to the fall in the margins applied, as a result
of the improvement recorded in the leverage ratio at the reporting dates. The interest
rate of the Euro Term and Revolving Facilities Agreement was equal to the sum of (i)
the Euribor parameters and (ii) a margin with a different annual percentage for each
individual line. The Euro Term and Revolving Facilities Agreement involves a mechanism
that changes the above-mentioned margin according to the level of a certain contractual
index (leverage ratio), calculated at the reporting dates of the financial covenants.

The item “Interest expense toward parent company” equal to zero at 28 February 2018
(€788 thousand at 28 February 2017) included the interest accrued on the shareholders’
loan repaid on 28 November 2016.
Separate financial statements 362 - 363

The item “Other financial expenses” equal to €1,280 thousand at 28 February 2018 (€1,726
thousand at 28 February 2017) mainly include the interest relating to other financial
liabilities and expenses relating to cash discounts recognised to customers. This item
fell by €446 thousand; the decrease is mainly due to the greater costs incurred in the
previous year for: (i) the waiver request to the Lending Banks aimed at obtaining the
latter’s consent for the distribution of dividends and the repayment of the shareholders’
loan made in the nine-month period ended 30 November 2016 and (ii) the Amendment
Proposal for the Loan Agreement aimed at bringing the contract into line with the rules
applicable to listed companies and market practices for financing transactions in favour
of listed companies.

5.24. Income taxes


Below is a breakdown of the item “Income taxes” for the financial years ended 28 February
2018 and 28 February 2017:

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Current taxes (1,676) (1,309)

Deferred taxes 318 501

Tax provision allocation 497 (1,867)

Total (861) (2,675)

The table below contains the reconciliation of the theoretical tax burden with the actual one:

Year ended
(In thousands of Euros and as a
percentage of the profit before tax) 28 February 2018 % 28 February 2017 %

Profit of period before taxes 9,382 14,262

Theoretical income tax (IRES) (2,252) 24.0% (3,922) 27.5%

IRAP (1,255) (13.4%) (1,309) (9.2%)


Tax effect of permanent
differences and other differences 2,149 22.9% 4,423 31.0%

Tax for the period (1,358) (808)


(Accrual to)/(release from) tax
provision 497 (1,867)

Total taxes (861) (2,675)

Actual tax rate (9.2%) (18.8%)

The impact of taxes on income is calculated by considering the (accrual)/(release from)


tax provision of the tax provision for tax disputes. In the financial years ended 28 February
2018 and 28 February 2017 the impact of taxes on the pre-tax result was 9.2% and 18.8%,
respectively; the fall was due to the recording of deferred tax income on tax losses of €2,975
thousand and to the release of the tax provision. For more details, please see Note 5.4.
The item “Allocation to tax provision” went from a provision of €1,867 thousand in the
financial year ended 28 February 2017 to a release €497 thousand in the financial year
ended 28 February 2018. During the year the company made a release of €592 thousand
and a provision of €95 thousand.

5.25. Basic and diluted earnings per share


The basic earnings per share are calculated with reference to the Group result showed in
the note 5.25 of the Consolidated Financial Statement.

5.26. Statement of cash flows


The key factors that affected cash flows in the three years are summarised below:

Net cash flow generated/(absorbed) by operations

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Cash flow from operations

Profit (loss) for the year 8,521 11,587

Adjustments for:

Income taxes 861 2,675

Net financial expenses (income) 7,621 5,864

Depreciation, amortisation and write-downs 27,346 17,958


(Profits)/losses from the sale of property, plant and
machinery (31)

Other changes 1,386 3,766

45,735 41,819

Changes in:

- Inventories (43,637) (5,178)

- Trade receivables (5,163) 151

- Trade payables 75,406 1,174

- Other changes in operating assets and liabilities 20,860 23,488

Cash flow generated /(used) by operating activities 47,466 19,635

Taxes paid - -

Interest paid (8,816) (4,931)


Net cash flow generated/(absorbed) by operating
activities 84,385 56,523
Separate financial statements 364 - 365

The net cash flow from (used in) operating activities went from €56,523 thousand in the
year ended 28 February 2017 to €84,385 thousand in the year ended 28 February 2018,
an increase of €27,862 thousand. The larger cash flows generated were mainly influenced
by the combined effect resulting from:
• the greater liquidity generated by the changes in the cash flows from (used in)
operating activities of €27,831 thousand;
• the greater income flows for the year (composed of the changes that took place in
the adjusted result for the period of income taxes, net financial expense/(income)
and other non-monetary changes) of €3,916 thousand;
• the higher financial expenses paid of €3,885 thousand.

In the year ended 28 February 2018, the cash flow generated/(absorbed) by operations
(composed of the changes in warehouse inventories and trade receivables and payables
and in other operating assets and liabilities) and the related cash flows, generated greater
liquidity compared with the previous year of €27,831 thousand, going from a cash flow
of €19,635 thousand in the year ended 28 February 2017 to a positive flow of €47,466
thousand in the year ended 28 February 2018. Specifically, the positive performance of
the Net Working Capital is associated, with reference to trade payables, to: (i) promotions
in February 2018 which involved product categories with different payment conditions
compared with those of the previous year and (ii) an increase in the number of sales
outlets as a result of the acquisition of the Andreoli S.p.A. and Cerioni S.p.A. business
units, the Monclick company and the flagship store in the Euroma2 shopping centre and
the new openings during the year which had a positive impact on the development of
trade payables more than offsetting the increase in inventories.

In addition, the net cash flow generated/(absorbed) by operating activities was affected
by the payment of greater financial expenses of €2,600 thousand compared with the
previous year as a result of the payment of the financing fees associated with the signing
of the new Loan Agreement which took place on 22 December 2017.

Cash flow generated (absorbed) by investment activities

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Cash flow from investment activities

Purchases of plant, equipment and other assets (28,446) (23,479)

Purchases of intangible assets (8,812) (4,419)

Collections from the sale of plant, equipment and other assets 1 61

Investments in equity investments (9,283) -

Investments for business combinations and business units (10,985) -

Cash flow generated/(absorbed) by investing activities (57,525) (27,837)


Investment activities absorbed liquidity of €57,525 thousand and €27,837 thousand,
respectively, in the years ended 28 February 2018 and 28 February 2017.

With reference to the year ended 28 February 2018, the Company’s main requirements
involved:
• investments in equity investments of €9,283 thousand relating to the share paid for
the purchase price of Monclick of €3,500 thousand and the payments to cover losses
and the capital contribution payments made during the year of €5,783 thousand.
Note that on 29 June 2017 and 10 January 2018 the Unieuro Board of Directors
approved payments to the provision to cover losses of €1,192 thousand and €1,783
thousand, respectively and capital contribution payments of €2,808 thousand and
€1,217 thousand, respectively. The payment yet to be made on 28 February 2018 is
equal to €1,217 thousand and was made through offsetting of commercial receivables
realized on 31 March 2018;
• investments in business unit combinations of €10,985 thousand relate to the share of
the purchase price paid for the business units of Andreoli S.p.A. for €9,381 thousand
and Cerioni S.p.A. for €1,604 thousand;
• investments in plant, machinery and equipment of €28,446 thousand, mainly relate to
interventions at sales outlets opened, relocated or renovated during the year;
• investments in intangible fixed assets of €8,812 thousand relating to the development
of the website www.unieuro.it and IT systems at the Forlì headquarters.

Cash flow generated/(absorbed) by financing activities

Year ended

(Amounts in thousands of Euros) 28 February 2018 28 February 2017

Cash flow from investment activities

Increase/(Decrease) in financial liabilities 16,529 (4,137)

Increase/(Decrease) in other financial liabilities 154 998

Increase/(Decrease) in shareholder loans - (20,442)

Distribution of dividends (20,000) (3,880)


Net cash and cash equivalents generated by financing
activities (3,317) (27,461)

Financing absorbed liquidity of €3,317 thousand in the year ended 28 February 2018
and €27,461 thousand for the year ended 28 February 2017.
The cash flow from financing activities as at 28 February 2017 mainly reflects:
• an increase in financial liabilities of €16,529 thousand mainly due to the restructuring
of the lines of credit following the conclusion of the new loan which took place on 22
December 2017.
• an increase in other financial liabilities of €154 thousand mainly due to the increase in
debts of assets subject to financial leasing.
• the distribution of a dividend of €20,000 thousand of which €11,587 thousand in
respect of the profit for the year ended 28 February 2017 and €8,413 thousand from
the use of part of the extraordinary reserve, as approved on 20 June 2017 by the
Shareholders’ Meeting.
Separate financial statements 366 - 367

5.27. Share-based payment agreements

Call Option Agreement


On 22 October 2014, the shareholders of Venice Holdings S.r.l. (“Shareholders of Venice
Holdings”) concluded a 5-year call option agreement which involves the commitment of
shareholders - if the sale of the majority of shares owned by them in the share capital of
Venice Holdings S.r.l. (hereinafter also “Venice Holdings”) is concluded - to approve an
increase in the share capital of Venice Holdings, to be released in two tranches (tranche A
and tranche B), reserved to certain managers and employees of Unieuro and the former
Unieuro, holders of Venice Holding shares. The beneficiaries, who should be in office
when the sale takes place, have been allocated a right of pre-emption that is conditional
(at the change of control of Venice Holdings) on subscribing (in full or in part) to the
two tranches of the Venice Holdings share capital increase which is the subject of the
commitment undertaken by the shareholders themselves. The right of pre-emption does
not have a deadline.

Specifically, in the Call Option Agreement these options give the right to subscribe a
certain portion of the share capital of Venice Holdings at a fixed issue price equal to:
792 Euro units for the first tranche (tranche A and tranche B) plus 8% per year from 30
November 2013 until the time the option is exercised, and 792 Euro units for the second
tranche (tranche B) plus 25% per year from 30 November until the time the option is
exercised.

Following the merger by incorporation of Venice Holdings into Italian Electronics


Holdings S.r.l., the commitments undertaken pursuant to the Call Option Agreement
were confirmed. Therefore, the managers and employees who signed the agreement
had the right to subscribe shares in the capital increase which will be approved by the
Shareholders’ Meeting of Italian Electronics Holdings S.r.l. if the change of control takes
place pursuant to the Call Option Agreement.

During the financial year ended 28 February 2017, Unieuro launched all the internal
preparatory activities for the listing of the Unieuro’s shares on the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A. The listing project was
formally ratified by the Shareholders’ Meeting of 12 December 2016. Following the launch
of the listing project, in order to confirm the incentive of the assignees of the Call Option
Agreement, the reference shareholder (Italian Electronics Holdings S.r.l.) decided to
change the original options plan at the beginning of February 2017 by a renunciation of
the previous Call Option Agreement and a simultaneous assigning of a new options plan
called the Transaction Bonus lasting 5 years which involved the commitment of Italian
Electronics Holdings S.r.l.: (i) if the result of the admission to listing process is positive,
the allocation to certain Company managers, on the day of the establishment of the
placement price, by Italian Electronics Holdings, of a number of Company shares free of
charge, with the obligation to sell the shares granted on the day of the placement and
to other managers of a sum in Euros equal to the value of a pre-established number of
shares at the placement price; (ii) in the case of the sale to a third-party of all or some of
the Company shares, the granting to certain Company managers and employees, before
the transfer to third-parties, by Italian Electronics Holdings, of a number of Company
shares free of charge, with the obligation to sell the shares granted to the third-party
buyer. The realisation of events was mutually exclusive therefore, as the first event is
realised in terms of time, the possibility of the second event automatically becomes
ineffective. On 4 April 2017, Italian Electronics Holdings S.r.l. completed the process of
listing Unieuro S.p.A. shares on the STAR Segment of the Mercato Telematico Azionario
of Borsa Italiana S.p.A., placing 31.8% of the Company’s share capital for a total value
of €70 million. From 3 May 2017, the greenshoe option granted by Italian Electronics
Holdings S.r.l. was partially exercised for 537,936 shares compared to the 636,363 shares
that had been the object of the Over Allotment. The purchase price of the shares that
were the object of the greenshoe option was €11.00 per share, which corresponds to
the offer price which was set for the placement, totalling €5,917 thousand. The share
settlement relative to the greenshoe option took place on 8 May 2017. On 6 September
2017, Italian Electronics Holdings placed, under the accelerated bookbuilding procedure,
3,500 thousand ordinary shares, corresponding to 17.5% of the share capital of Unieuro, at
the price of € 16 per share. The settlement of the transaction took place on 8 September
2017. The total amount was € 56,000 thousand.

The revision of the assignment mechanism, which took place by revoking the previous
Call Option Agreement and simultaneously having beneficiaries sign the Transaction
Bonus, was structured as an amendment to the existing plan which resulted in an event
to accelerate the vesting period.

To define the length of the vesting period, the new deadline considered for the service
period of the recipients for the purpose of the definition of the vesting period, was 4
April 2017, the placement date of the shares on the Mercato Telematico Azionario. The
amount of personnel costs to be allocated to the income statement, with the offsetting
item being the specific reserve for share-based payments, was therefore revised in the
light of the new vesting deadline.

In the financial statements for the year ended 28 February 2018 the evaluation of the
probable market price of the options is recorded using the binomial method (Cox – Ross
– Rubinstein).

In determining the fair value at the allocation date of the share-based payment, the
following data was used:

Tranche A Tranche B

Fair value at grant date €610.00 €278.00

Price of options at grant date €8.55 €1.01

Exercise price €792 + 8% per year €792 + 25% per year

Anticipated volatility 30% 30%

Duration of the option 5 years 5 years

Expected dividends 0% 0%
ECB return Eurozone ECB return Eurozone
Risk-free interest rate government bonds (AAA) government bonds (AAA)

Illiquidity discount 33.3% 33.3%


Separate financial statements 368 - 369

The number of outstanding options is as follows:

Tranche A Tranche B
Number of Number of Number of Number of
options options 28 options options 28
28 February February 28 February February
2018 2017 2018 2017

Existing at the start of the financial year - 9,305 - 4,653

Exercised during the financial year - - - -

Granted during the financial year - - - -

Contribution from merger - - - -


Withdrawn during the financial year
(bad leaver) - - - -

Plan amendment (Transaction Bonus) - (9,305) - (4,653)

Existing at the end of the financial year - - - -


Not granted at the start
of the financial year - 4,902 - 2,451

Exercisable at the end of the financial year - - - -

Contribution from merger - - - -

Plan amendment (Transaction Bonus) - (4,902) - (2,451)


Not granted at the end
of the financial year - - - -

Note that, as mentioned above, the Transaction Bonus constitutes a change to the existing
plan which caused an acceleration event in the vesting period.

Long Term Incentive Plan


On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the
adoption of a stock option plan Long Term Incentive Plan” (hereinafter the “Plan” or
“LTIP”) reserved for Executive Directors, associates and employees (executives and
others) of Unieuro. The Plan calls for assigning ordinary shares derived from a capital
increase with no option rights pursuant to Art. 2441, paragraphs 5 and 8 of the Italian Civil
Code approved by the Company’s Shareholders’ Meeting on the same date.

The Plan specifies the following objectives: (i) focusing the attention of the recipients
on the strategic factors of Unieuro and the Group, (ii) retaining the recipients of the plan
and encouraging their remaining with Unieuro and/or other companies of the Group, (iii)
increasing the competitiveness of Unieuro and the Group in their medium-term objectives
and identifying and facilitating the creation of value both for Unieuro and the Group and
for its shareholders, and (iv) ensuring that the total remuneration of recipients of the Plan
remains competitive in the market.

The implementation and definition of specific features of the Long Term Incentive Plan were
referred to the same Shareholders’ Meeting for specific definition by the Unieuro Board of
Directors. On 29 June 2017, the Board of Directors approved the plan regulations for the
plan (following the “Regulations”) whereby the terms and conditions of implementation
of Long Term Incentive Plan were determined.
The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.

The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to
the conclusion of the listing of the Company by 31 July 2017 (“IPO”);
• Recipients: the Long Term Incentive Plan is addressed to Directors with executive
type positions, associates and employees (managers and others) of Unieuro that were
identified by the Board of Directors within those who have an ongoing employment
relationship with Unieuro and/or other companies of the Group. Identification of the
Recipients was made on the basis of a discretionary judgment of the Board of Directors
that, given the purpose of Long Term Incentive Plan, the strategies of Unieuro and the
Group and the objectives to be achieved, took into account, among other things, the
strategic importance of the role and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
ordinary shares in the Company for a maximum of 860,215 options, each of which
entitling the bearer to subscribe one newly issued ordinary share (“Options”). If
the target is exceeded with a performance of 120%, the number of Options will be
increased up to 1,032,258. A share capital increase was approved for this purpose for
a nominal maximum of €206,452, in addition to the share premium, for a total value
(capital plus premium) equal to the price at which Unieuro’s shares will be placed on
the MTA through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights: the subscription of the shares can only be carried out after 31 August
2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options
will happen on 31 August 2020 provided that: (i) the working relationship with the
Recipient persists until that date, and (ii) the objectives are complied with, in terms
of distributable profits, as indicated in the business plan on the basis of the following
criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to €11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Long Term
Separate financial statements 370 - 371

Incentive Plan until completion of the vesting period (29 February 2020) with the
exercise of company rights pertaining to the Shares obtained during that year with the
exercise of Subscription Rights
• Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July
2025.

In the financial statements the evaluation of the probable market price of the options
is recorded using the binomial method. The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the Recipients leaving the plan, which ranges from 5% to 15% and the probability of
achieving the performance targets were taken into account.

In determining the fair value at the allocation date of the share-based payment, the
following data was used:

Fair value at grant date €7.126

Price of options at grant date €16.29

Exercise price €11.00

Anticipated volatility 32%

Duration of the option 5.5 years

Expected dividends Expected dividends 2018-2020

Risk-free interest rate (based on government bonds) 0%

The number of outstanding options is as follows:

Number of options
28 February 2018

Existing at the start of the financial year -

Exercised during the financial year -

Granted during the financial year 831,255

Contribution from merger -

Withdrawn during the financial year (bad leaver) -

Existing at the end of the financial year 831,255

Not granted at the start of the financial year 860,215

Exercisable at the end of the financial year -

Not granted at the end of the financial year 28,960


5.28 Business unit combinations

Acquisition of Andreoli S.p.A. business unit


On 17 February 2017, Unieuro completed the acquisition of a business unit from Andreoli
S.p.A., in an agreement among creditors, consisting of 21 stores located mainly in central
Italy, situated in shopping centres and sized between 1,200 and 1,500 square metres. The
acquired chain previously operated under the brand name Euronics in southern Lazio,
Abruzzo and Molise.

The acquisition is of great strategic value for Unieuro because it enables significantly
increasing sales thereby strengthening its position in the domestic market.

The consideration for the sale of the company is €12,200 thousand and is adjusted as
follows:
• €3,900 thousand were paid by Unieuro as a deposit for the submission of the tender
offer within the competitive procedure under Article 163-bis of the Italian Bankruptcy
Law;
• €2,819 thousand through the assumption of the debt owed by Andreoli S.p.A to its
transferred employees;
• €5,481 thousand by bank transfer executed on 17 May 2017.

The values relating to assets acquired and liabilities assumed are reflected in the financial
statements from the date Unieuro acquired control, namely from 17 May 2017.

The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired assets Identifiable assets Recognised assets


(Amounts in thousands of Euros) (liabilities) (liabilities) (liabilities)
Plant, machinery, equipment and other
assets and intangible assets with finite
useful life 667 0 667

Other current assets/liabilities (1,983) (109) (2,092)

Employee benefits (836) 0 (836)

Provisions (71) (71)

Other financial liabilities (87) 0 (87)

Total net identifiable assets (2,239) (180) (2,419)

The identifiable assets (liabilities) were determined on a provisional basis as provided by


IFRS 3, and refer to: (i) liabilities refer to transferred employees for holidays and leave
of €(61), disagreements existing at the moment of the acquisition of the business unit
Andreoli S.p.A of €(71) thousand and (iii) liabilities relating to transferred contracts of
€(48) thousand.
Separate financial statements 372 - 373

The following table briefly describes the preliminary goodwill recognised at the time of
combination:

(Amounts in thousands of Euros) 28 Febraury

Transaction consideration (12,200)

Assumption of debt of personnel 2,819

Transaction consideration excluding assumption of personnel debt (9,381)

Acquired Assets (Liabilities) (2,239)

Fair Value adjustment of acquired Assets (Liabilities) (180)

Other current assets/liabilities (109)

Provisions (71)

Excess Price to be Allocated (11,800)

Key Money 1,300

Residual goodwill 10,500

As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. Key money paid for the opening of sales outlets is considered as severance costs
with reference to property leases and feature a ratio between the location of the sales
outlet and the factors such as the high number of visitors, the prestige of having a sales
outlet in a certain location and protecting an area where a competitor is present. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at €1,300 thousand.
The residual goodwill measured during the business combination at €10,500 thousand
was allocated to the Retail CGU relating to all cash flows from Retail, Online and Travel
distribution channels.

Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not not expected.

Acquisition of Cerioni S.p.A. business unit


On 31 October 2017 Unieuro completed the acquisition of a business unit from Cerioni
S.p.A., composed of 19 direct sales outlets in central/northern Italy. The chain acquired
previously operated under the Euronics brand. The acquisition took place in three phases
through the sale of three groups of stores constituting a business sub-unit.
The acquisition is of great strategic value for Unieuro because it enables significantly
increasing sales thereby strengthening its position in the domestic market.

The consideration for the sale of the company is EUR 8,004 thousand and is adjusted as
follows:
• €1,200 thousand was paid by Unieuro at the time of the agreement;
• €1,334 thousand through the assumption of the debt owed by Cerioni S.p.A to its
transferred employees;
• €400 thousand was paid by Unieuro at the first execution date;
• €4 thousand was paid by Unieuro at the third execution date;
• The remaining part equal to €5,066 thousand will be paid in six equal half-yearly
instalments from 10 July 2018.

The values relating to assets acquired and liabilities assumed are reflected in the financial
statements from the date Unieuro acquired control of the three groups of stores.

The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired Assets / Identifiable Assets Recognised


(Amounts in thousands of Euros) (Liabilities) /(Liabilities) Assets/(Liabilities)
Plant, machinery, equipment and other
assets and intangible assets with finite
useful life 1,260 - 1,260

Other current assets/liabilities (915) - (915)

Employee benefits (419) - (419)

Total net identifiable assets (74) - (74)

The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:

(Amounts in thousands of Euros) 28 February 2018

Transaction consideration (8,004)

Assumption of debt of personnel 1,334

Transaction consideration excluding assumption of personnel debt (6,670)

Acquired Assets/(Liabilities) (74)

Fair Value adjustment of acquired Assets/(Liabilities) 0

Excess Price to be Allocated (6,744)

Key Money 1,090

Residual goodwill 5,654


Separate financial statements 374 - 375

As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. Key money paid for the opening of sales outlets is considered as severance costs
with reference to property leases and feature a ratio between the location of the sales
outlet and the factors such as the high number of visitors, the prestige of having a sales
outlet in a certain location and protecting an area where a competitor is present. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at €1,090 thousand.

The residual goodwill measured during the business combination at €5,654 thousand
was allocated to the Retail CGU relating to all cash flows from Retail, Online and Travel
distribution channels.

Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
6. Related-party transactions
The tables below summarise the Company’s credit and debt relations with related-parties
as at 28 February 2018 and 28 February 2017:

(Amounts in thousands of Euros)


Statutory Rhône Capital
Type Auditors II L.P. Board of Directors

As at 28 February 2018

Trade receivables - - -

Trade payables - - -

Other financial liabilities - - -

Other current liabilities (67) - (190)

Other non-current liabilities - - -

Total (67) - (190)

(Amounts in thousands of Euros)


Italian
Electronics Statutory
Type Holdings Ni.Ma S.r.l. Auditors

As at 28 February 2017

Trade receivables 179 65 -

Trade payables - (15) -

Current tax assets 4,042 - -

Other current liabilities - - (29)

Other non-current liabilities - - -

Total 4,221 50 (29)


Separate financial statements 376 - 377

Credit and debt relations with related-parties (as at 28 February 2018)


Total balance Impact on balance
Main managers Monclick Total sheet item sheet item

- 2,802 2,802 40,366 6.9%

- (1,812) (1,812) (410,086) 0.4%

- (1,217) (1,217) (12,195) 10.0%

(365) - (622) (162,432) 0.4%

(487) - (487) (718) 67.8%

(852) (227) (1,336)

Receivable and payable positions with related-parties as at 28 February 2017


Impact on
Rhône Capital Main Total balance balance sheet
II L.P. Board of Directors managers Total sheet item item

- - 244 35,203 0.7%

- - (15) (334,546) 0.0%

- - 4,042 7,955 50.8%

(80) (417) (624) (1,150) (140,327) 0.8%

- - - (21) 0.0%

(80) (417) (624) 3,121


The following table summarises the Company’s related-part income statement positions
as at 28 February 2018 and 28 February 2017:

(Amounts in thousands of Euros)


Statutory Rhône Capital
Type Auditors II L.P. Board of Directors

At February 2018

Revenue - - -

Other income - - -
Purchases of materials and external
services (63) (151) (571)

Personnel costs - - -

Total (63) (151) (571)

(Amounts in thousands of Euros)


Italian
Electronics Statutory
Type Holdings Ni.Ma S.r.l. Auditors

As at 28 February 2017

Other income 12 - -
Purchases of materials and
external services - (1,159) (60)
Other operating costs and
expenses - (6) -

Personnel costs - - -

Financial expenses (788) - -

Total (776) (1,165) (60)


Separate financial statements 378 - 379

Economic relations with related-parties (as at 28 February 2018)


Total balance Impact on balance
Main managers Monclick Total sheet item sheet item

- 8,817 8,817 1,835,518 0.5%

- 86 86 5,377 1.6%

- (1,093) (1,878) (1,677,218) 0.1%

(4,608) - (4,608) (154,464) 3.0%

(4,608) 7,810

Economic relations with related-parties as at 28 February 2017


Impact on
Rhône Capital Main Total balance balance sheet
II L.P. Board of Directors managers Total sheet item item

- - - 12 6,360 0.2%

(964) (252) - (2,435) (1,491,938) 0.2%

- - - (6) (5,377) 0.1%

- (2,331) (3,954) (5,925) (136,633) 4.3%

- - - (788) (6,222) 12.7%

(964) (2,583) (3,954) (9,142)


With regard to the periods under consideration, credit/debt and economic relations with
related-parties mainly refer to:
• rental fees relating to the Company’s registered office in Forlì, several sales points and
the debiting of insurance costs invoiced by Ni.Ma S.r.l., a company with its registered
office in Forlì and invested in by several members of the Silvestrini family (Giuseppe
Silvestrini, Maria Grazia Silvestrini, Luciano Vespignani and Gianpaola Gazzoni,
respectively who each own 25% of the share capital, who are also shareholders of
Italian Electronics Holdings); Note that, on 17 October 2017, the partial demerger
of Italian Electronics Holdings into eight newly established companies took place.
Following the transaction, at the date of these financial statements, Ni.Ma S.r.l. is no
longer a related party;
• account keeping service by Company employees with regard to the parent company
Italian Electronics Holdings interrupted following the positive outcome of the listing
which took place on 4 April 2017;
• national tax consolidation scheme, where the option was exercised in 2015 and
generated receivables for the Company from the parent and consolidating company
Italian Electronics. Following the loss of control of Italian Electronics Holdings
which took place on 6 September 2017, the national tax consolidation scheme was
interrupted and Italian Electronics Holdings as the consolidating party exercised its
option with effect from the year ended 28 February 2015;
• borrowings from Italian Electronics, granted on 2 December 2013 and interest-
bearing. On 21 November 2016, the Company’s Board of Directors approved the full
repayment of the remaining amount owed on the inter-company loan in an amount
totalling €21,120 thousand. Therefore the Intercompany Loan was repaid in full and
extinguished on 28 November 2016;
• distribution of a dividend of €20,000 thousand through the use of Unieuro profits for
the year ended 28 February 2017, totalling €11,587 thousand and, for the remaining part
€8,413 thousand, through the use of part of the extraordinary reserve, as approved
on 20 June 2017 by the Shareholders’ Meeting of the parent; the share for Italian
Electronics Holdings is €9,598 thousand;
• service agreement contract with Rhône Capital II, which provides for the provision
of specialised services for: (i) advisory services : strategic and financial planning,
forecasting, consulting for preparing financial reports for clients, and support for
signing loan agreements with banks and with third party professionals; (ii) insurance
service: advice in order to determine an appropriate level and type of insurance
contracts already concluded or to be concluded by the company; (iii) corporate
communications services : advice and assistance in public relations with the press
and with investors; (iv) employee services : advice for senior human resources
management and incentive systems reserved for top management; (v) other services.
It should be noted that the service agreement with Rhône Capital II was discontinued
during the period, following the success of the listing project.
• a cost relating to leasing or letting of real property for guest use, located on via
Focaccia in Forlì, owned by Giuseppe Silvestrini recorded following the definition
of the new perimeter of related parties, signed on 8 August 2017; Following the
transaction, at the date of these financial statements, Ni.Ma S.r.l. is no longer a related
party;
• The stock option plan known as the Long Term Incentive Plan for Executive directors,
contractors and employees of Unieuro. The Plan calls for assigning ordinary shares
Separate financial statements 380 - 381

derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code
• commercial relations for the provision of goods and services with the subsidiary
company Monclick S.r.l. and cash flows relating to payments to cover losses and
capital contribution payments during the year of €5,783 thousand. Note that on 29
June 2017 and 10 January 2018 the Unieuro Board of Directors approved payments to
the provision to cover losses of €1,180 thousand and €1,783 thousand, respectively and
capital contribution payments of €2,808 thousand and €1,217 thousand, respectively.
The payment yet to be made on 28 February 2018 is equal to €1,217 thousand and was
made through offsetting on 31 March 2018;
• relations with Directors and Main Managers, summarised in the table below:

Main managers

Year ended 28 February 2018 Year ended 28 February 2017


Chief Executive Officer - Giancarlo Nicosanti
Chief Executive Officer - Giancarlo Nicosanti Monterastelli Monterastelli

Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea
Chief Corporate Development Officer - Andrea Scozzoli Scozzoli

Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri

Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco

The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Company’s cash flows with related-parties as at 28
February 2018 and 28 February 2017:

(Amounts in thousands of Euros)


Italian
Electronics Statutory Rhône Capital
Type Holdings S.r.l. Ni.Ma S.r.l. Auditors II L.P.

Period from 1 March 2016 to 28 February 2017


Net cash flow generated/
(absorbed) by operating activities (1,656) (1,150) (31) (984)
Cash flow generated/(absorbed)
by financing activities (24,322) - - -

Total (25,978) (1,150) (31) (984)


Period from 1 March 2017 to 28
February 2018
Net cash flow generated/
(absorbed) by operating activities 4,221 50 (25) (231)
Cash flow generated/(absorbed)
by investing activities - - - -
Cash flow generated/(absorbed)
by financing activities (9,598) - - -

Total (5,377) 50 (25) (231)


Separate financial statements 382 - 383

Related-parties
Impact on
Board Total balance balance sheet
of Directors Main managers Monclick S.r.l. Total sheet item item

(1,483) (1,457) - (6,761) 56,523 (12.0%)

- - - (24,322) (27,461) 88.6%

(1,483) (1,457)

(798) (3,428) 6,820 6,609 84,385 7.8%

- - (5,783) (5,783) (57,525) 10.1%

- - - (9,598) (3,317) 289.4%

(798) (3,428) 1,037


7. Other information
Contingent liabilities
Based on the information currently available, the Directors of the Company believe that,
at the date of the approval of these financial statements, the provisions set aside are
sufficient to guarantee the correct representation of the financial information.

Guarantees granted in favour of third-parties

Year ended

(Amounts in thousands of Euros) 28/02/2018 28/02/2017

Guarantees and sureties in favour of:

Parties and third-party companies 32,072 23,532

Total 32,072 23,532

Operating lease assets


The Company has commitments mainly resulting from lease agreements for premises
where sales activities are conducted (stores) and administration and control activities
(corporate functions at the Forlì offices) and logistics warehouses for the management
of inventories.

As at 28 February 2018, the amount of rental fees due for operating lease agreements is
given below:

Period ended 28 February 2018


Within the Between 1 More than 5
(Amounts in thousands of Euros) financial year and 5 years years Total
Rental fees due for operating lease
agreements 52,219 35,919 289 88,427

As at 28 February 2017, the amount of rental fees due for operating lease agreements is
given below:

Period ended 28 February 2017


Within the Between 1 More than 5
(Amounts in thousands of Euros) financial year and 5 years years Total
Rental fees due for operating lease
agreements 45,559 33,839 823 80,221
Separate financial statements 384 - 385

The rent still due to operating lease agreements reported an increase of €8,206 thousand
in the year ended 28 February 2018 compared with the year ended 28 February 2017
mainly due to the combined effect of: (i) taking over the rental agreements of 21 sales
outlets belonging to the Andreoli S.p.A. business unit from July 2017; (ii) taking over
the rental agreements of 19 sales outlets belonging to the Cerioni S.p.A. business unit
from November 2017, (iii) taking over the rental agreement of the flagship store in the
Euroma2 shopping centre; (iv) new openings of sales outlets during the year and (v)
the renegotiation with several landlords of the main contractual conditions with special
reference to the early termination clause, which involved a reduction of the medium-/
long-term exposure.

Payments to the independent auditors


Payments to the independent auditors and its network for statutory audits and other
services as at 28 February 2018 are highlighted below:

Year ended

(Amounts in thousands of Euros) 28 February 2018

Audit KPMG S.p.A. 546

Certification services KPMG S.p.A. 114

Other services KPMG S.p.A. 90

Other services KPMG Advisory S.p.A. 137

Total 886
SUBSEQUENT EVENTS
No events occurred after the reference date of the separate financial statements that
require adjustments to the values reported in the financial statements.

On 26 March 2018, in conjunction with the approval of the preliminary revenues for the
year just concluded, the Board of Directors of Unieuro approved the advance to June
2018 of the ex-dividend date in respect of the profits for the financial statements for the
year ended 28 February 2018 as well as its payment in one go, contrary to the provision
of the dividend policy in force.
The decision, made possible by the favourable financial dynamics of Unieuro, was taken
in the interest of the Company and its shareholders in order to bring forward the total
distribution of the coupon for Shareholders by four months.
Separate financial statements 386 - 387

DRAFT RESOLUTION OF
THE BOARD OF DIRECTORS
SUBMITTED TO THE
SHAREHOLDERS’ MEETING
Dear Shareholders,
• We should like to propose you allocate the result for the year ended 28 February
2018, amounting to € 8,521,310, to partially cover losses carried forward and negative
reserves.

26 April 2018

Giancarlo Nicosanti Monterastelli


Amministratore Delegato
APPENDIXES
Appendix 1
Statement of Assets and Liabilities as at 28/02/2018 prepared applying the provisions
pursuant to Consob Resolution 15519 of 27/07/2006 and Consob Communication
DEM/6064293 of 28/07/2006.

Year ended
(Amounts in thousands of 28 February Of which with % 28 February Of which with %
Euros) 2018 Related-Parties Weighting 2017 Related-Parties Weighting
Plant, machinery, equipment
and other assets 74,714 60,822

Goodwill 167,549 151,396


Intangible assets with a definite
useful life 18,421 11,808

Deferred tax assets 30,105 29,438

Other non-current assets 13,095 2,156

Total non-current assets 303,884 255,620

Inventories 313,188 269,551

Trade receivables 40,366 2,802 6.9% 35,203 244 0.7%

Current tax assets 2,887 7,955 4,042 50.8%

Other current assets 14,421 13,865

Cash and cash equivalents 60,209 36,666

Assets held for sale - -

Total current assets 431,071 2,802 0.7% 363,240 4,286 1.2%

Total Assets 734,955 2,802 0.4% 618,860 4,286 0.7%

Share capital 4,000 4,000

Reserves 105,957 120,101

Profit/(loss) carried forward (35,217) 2,417 (6.9%) (39,122) (9,142) 23.4%

Total shareholders’ equity 74,740 2,417 3.2% 84,979 (9,142) (10.8%)

Financial liabilities 40,518 25,796

Shareholder funding - -

Employee benefits 10,586 9,783

Other financial liabilities 12,195 4,427

Provisions 5,696 8,833

Deferred tax liabilities 630 322

Other non-current liabilities 718 487 67.8% 21

Total non-current liabilities 70,343 487 0.7% 49,182 - 0.0%

Financial liabilities 6,961 5,984

Shareholder funding - -

Other financial liabilities 7,473 1,217 16.3% 2,418

Trade payables 410,086 1,812 0.4% 334,546 15 0.0%

Current tax liabilities - -

Provisions 2,920 1,424

Other current liabilities 162,432 622 0.4% 140,327 1,150 0.8%

Total current liabilities 589,872 3,651 0.6% 484,699 1,165 0.2%


Total liabilities and
shareholders’ equity 734,955 6,555 0.9% 618,860 (7,977) (1.3%)
Separate financial statements 388 - 389

Appendix 2
Income Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
Of which Of which
28 with 28 with
(Amounts in thousands February Related- % February Related- %
of Euros) 2018 Parties Weighting 2017 Parties Weighting

Revenue 1,835,518 8,817 0.5% 1,660,495

Other income 5,377 86 1.6% 6,360 12 0.2%


TOTAL REVENUE AND
INCOME 1,840,895 8,903 0.5% 1,666,855 12 0.0%
Purchases of materials and
external services (1,677,217) (1,878) 0.1% (1,491,938) (2,435) 0.2%

Personnel costs (154,464) (4,608) 3.0% (136,633) (5,925) 4.3%

Changes in inventory 43,637 5,177


Other operating costs and
expenses (8,502) (5,377) (6)

GROSS OPERATING PROFIT 44,349 2,417 5.4% 38,084 (8,354) (21.9%)


Depreciation, amortisation
and write-downs (27,346) (17,958)

OPERATING PROFIT 17,003 2,417 14.2% 20,126 (8,354) (41.5%)

Financial income 299 358

Financial expenses (7,920) (6,222) (788) 12.7%

PROFIT BEFORE TAX 9,382 2,417 25.8% 14,262 (9,142) (64.1%)

Income taxes (861) (2,675)


PROFIT/(LOSS) FOR THE
YEAR 8,521 2,417 28.4% 11,587 (9,142) (78.9%)
Appendix 3
Cash Flow Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
Of which Of which
28 with with
February Related- % 28 February Related- %
(Amounts in thousands of Euros) 2018 Parties Weighting 2017 Parties Weighting

Cash flow from operations

Profit (loss) for the year 8,521 2,417 28.4% 11,587 (9,142) (78.9%)

Adjustments for: - -

Income taxes 861 2,675

Net financial expenses (income) 7,621 5,864

Depreciation, amortisation and write-downs 27,346 17,958


(Profits)/losses from the sale of property,
plant and machinery - (31)

Other changes 1,386 952 68.7% 3,766 3,766 100.0%

45,735 3,369 7.4% 41,819 (5,376) (12.9%)

Changes in:

- Inventories (43,637) (5,178)

- Trade receivables (5,163) (2,558) 49.5% 151 (16) (10.6%)

- Trade payables 75,406 1,797 2.4% 1,174 (2) (0.2%)

- Other changes in operating assets and liabilities 20,860 4,001 19.2% 23,488 (1,367) (5.8%)
Cash flow generated/(absorbed) by operating
activities 47,466 6,609 13.9% 19,635 (6,761) (34.4%)

Taxes paid - -

Interest paid (8,816) (4,931)


Net cash flow generated/(absorbed)
by operating activities 84,385 6,609 7.8% 56,523 (6,761) (12.0%)

Cash flow from investment activities

Purchases of plant, equipment and other assets (28,446) (23,479)

Purchases of intangible assets (8,812) (4,419)


Collections from the sale of plant, equipment
and other assets 1 61

Equity investments (9,283) (5,783) 62.3% -


Investments for business combinations
and business units (10,985) -
Cash flow generated/(absorbed)
by investing activities (57,525) (5,783) (27,837) -

Cash flow from investment activities

Increase/(Decrease) in financial liabilities 16,529 (4,137)

Increase/(Decrease) in other financial liabilities 154 998

Increase/(Decrease) in shareholder loans - (20,442) (20,442) 100.0%

Distribution of dividends (20,000) (9,598) 48% (3,880) (3,880) 100%


Cash flow generated/(absorbed)
by financing activities (3,317) (9,598) 289.4% (27,461) (24,322) 88.6%
Net increase/(decrease) in cash
and cash equivalents 23,543 (8,772) (37.3%) 1,225 (31,083) (2,537.4%)
Cash and cash equivalents at the start
of the year 36,666 35,441
Net increase/(decrease) in cash
and cash equivalents 23,543 1,225
Cash and cash equivalents
At the end of the year 60,209 36,666
Separate financial statements 390 - 391

Appendix 4
Income Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
28 Of which 28 Of which
(Amounts in thousands February non- % February non- %
of Euros) 2018 recurring Weighting 2017 recurring Weighting

Revenue 1,835,518 1,660,495

Other income 5,377 929 17.3% 6,360 2,414 38.0%

Total revenue and income 1,840,895 929 0.1% 1,666,855 2,414 0.1%

Purchases of materials
and external services (1,677,217) (14,074) 0.8% (1,491,938) (14,231) 1.0%

Personnel costs (154,464) (5,828) 3.8% (136,633) (4,695) 3.4%

Changes in inventory 43,637 5,177 (1,062) (20.5%)


Other operating costs and
expenses (9,662) (614) 7.2% (5,377)

Gross operating profit 44,349 (19,587) (44.2%) 38,084 (17,574) (46.1%)


Depreciation, amortisation
and write-downs (27,346) (6,276) 23% (17,958)

Operating profit 17,003 (25,863) (152,1%) 20,126 (17,574) (87.3%)

Financial income 299 358

Financial expenses (7,920) (3,128) 39.5% (6,223)

Profit before tax 9,382 (28,991) (309,0%) 14,261 (17,574) (123.2%)

Income taxes (861) (2,675)

Profit/(loss) for the year 8,521 (28,991) (340.2%) 11,586 (17,574) (151.7%)
ATTESTATION OF THE
SEPARATE FINANCIAL
STATEMENTS OF UNIEURO
S.P.A. AS AT FEBRUARY
28, 2018, PURSUANT TO
ARTICLE 81-TER OF THE
CONSOB REGULATION
11971 OF 14 MAY 1999 AS
SUBSEQUENTLY AMENDED
AND INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive
Officer of Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive
responsible for the preparation of the Company’s financial statements, pursuant to
Article 154-bis, paragraphs 3 and 4, of the Italian Legislative Decree 58 of 24 February
1998, hereby certify:
• the adequacy in relation to the characteristics of the company and
• the effective implementation of the administrative and accounting procedures for the
preparation of the full-year financial statements of the Company, in financial year 2018.

It is also certified that the full-year Separate Financial Statements of the Company:
• have been drawn up in accordance with the international accounting standards
recognised in the European Union under the EC regulation 1606/2002 of the European
Parliament and of the Council, dated July 19, 2002;
• are consistent with the entries in the accounting books and records;
• provide an accurate and fair view of the assets and liabilities, profits and losses and
financial position of the issuer.

The Directors’ Report contains a reliable analysis of operating performance and results
and of the position of the issuer, together with a description of the main risks and
uncertainties to which it is exposed.

26 April 2018
Giancarlo Nicosanti Monterastelli Italo Valenti
Managing director Executive Officer Responsible for the preparation
and Chief Executive Officer of the financial staitements of the company
Separate financial statements 392 - 393

KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it

(Translation from the Italian original which remains the definitive version)

Independent auditors’ report pursuant to article 14 of


Legislative decree no. 39 of 27 January 2010 and article 10
of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of
Unieuro S.p.A.

Report on the audit of the separate financial statements

Opinion
We have audited the separate financial statements of Unieuro S.p.A. (the “Company”),
which comprise the statement of financial position as at 28 February 2018, the income
statement and the statements of comprehensive income, changes in equity and cash
flows for the year then ended and notes thereto, which include a summary of the
significant accounting policies.
In our opinion, the separate financial statements give a true and fair view of the
financial position of Unieuro S.p.A. as at 28 February 2018 and of its financial
performance and cash flows for the year then ended in accordance with the
International Financial Reporting Standards endorsed by the European Union and the
Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (ISA
Italia). Our responsibilities under those standards are further described in the
“Auditors’ responsibilities for the audit of the separate financial statements” section of
our report. We are independent of Unieuro S.p.A. in accordance with the ethics and
independence rules and standards applicable in Italy to audits of financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Key audit matters


Key audit matters are those matters that, in our professional judgement, were of most
significance in the audit of the separate financial statements of the current year. These
matters were addressed in the context of our audit of the separate financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Società per azioni


Capitale sociale
Euro 10.345.200,00 i.v.
Ancona Aosta Bari Bergamo Registro Imprese Milano e
Bologna Bolzano Brescia Codice Fiscale N. 00709600159
Catania Como Firenze Genova R.E.A. Milano N. 512867
Lecce Milano Napoli Novara Partita IVA 00709600159
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del Padova Palermo Parma Perugia VAT number IT00709600159
network KPMG di entità indipendenti affiliate a KPMG International Pescara Roma Torino Treviso Sede legale: Via Vittor Pisani, 25
Cooperative (“KPMG International”), entità di diritto svizzero. Trieste Varese Verona 20124 Milano MI ITALIA
Unieuro S.p.A.
Independent auditors’ report
28 February 2018

Recoverability of goodwill
Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6 - Significant
accounting policies; note 5.2 - Goodwill

Key audit matter Audit procedures addressing the key


audit matter
The separate financial statements at 28 Our audit procedures, which also involved
February 2018 include goodwill of €167.5 our own valuation specialists, included:
million. — understanding and analysing the
The directors determine the recoverable process adopted to prepare the
amount of goodwill by calculating its value in impairment tests approved by the
use. This method, by its very nature, requires Company’s board of directors on 26 April
a high level of directors’ judgement about the 2018;
forecast operating cash flows during the — understanding and analysing the
calculation period, as well as the discount process used to draft the plan;
and growth rates of those cash flows.
— analysing the reasonableness of the key
The directors have forecast the operating assumptions used by the directors to
cash flows used for impairment testing on determine the recoverable amount of
the basis of the data included in the 28 goodwill, including the plan’s operating
February 2019 to 28 February 2023 business cash flows. Our analyses included
plan, which was originally approved by the comparing the key assumptions used to
Company’s board of directors on 12 the Company’s historical data and
December 2016 and subsequently updated external information, where available;
by it on 17 April 2018 (the “plan”), and of the
revenue’s and related profitability’s estimated — analysing the valuation models adopted
long-term growth rates. by the Company for reasonableness and
consistency with professional practice;
For the above reasons, we believe that the
recoverability of goodwill is a key audit — checking the sensitivity analyses
matter. disclosed in the notes with reference to
the key assumptions used for
impairment testing, including the
weighted average cost of capital, the
long-term growth rate and the sensitivity
of gross operating profit;
— assessing the appropriateness of the
disclosures provided in the notes about
goodwill and the related impairment test.

Recoverability of the investment in Monclick S.r.l.


Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6 - Significant
accounting policies; note 5.5 - Other current assets and other non-current assets

Key audit matter Audit procedures addressing the key


audit matter

The separate financial statements at 28 Our audit procedures, which also involved
February 2018 include the investment in our own valuation specialists, included:
Monclick S.r.l. (“Monclick”) of €10.7 million, — understanding the process adopted
net of the impairment loss of €6.3 million to prepare the impairment test
recognised during the year. approved by the Company’s board
of directors on 26 April 2018;

2
Separate financial statements 394 - 395

Unieuro S.p.A.
Independent auditors’ report
28 February 2018

The directors have determined the — understanding and analysing the


recoverable amount of the investment in process used to draft the plan;
Monclick by calculating its value in use. This — analysing the reasonableness of the
method, by its very nature, requires a high key assumptions used by the
level of directors’ judgement about the directors to determine the
forecast operating cash flows during the recoverable amount of the
calculation period, as well as the discount investment in Monclick, including
and growth rates of those cash flows. the plan’s operating cash flows. Our
On 30 March 2018, Monclick’s sole director analyses included comparing the
forecast the operating cash flows used for key assumptions used to Monclick’s
the impairment test, which was approved by historical data and external
the Company’s board of directors on 26 April information, where available;
2018, on the basis of the 28 February 2019 — analysing the valuation models
to 28 February 2023 business plan (the adopted by the Company for
“plan”) and of the revenue’s and related reasonableness and consistency
profitability’s estimated long-term growth with professional practice;
rates.
— checking the sensitivity analyses
For the above reasons, we believe that the disclosed in the notes with
recoverability of the investment in Monclick is reference to the key assumptions
a key audit matter. used for impairment testing,
including the weighted average cost
of capital, the long-term growth rate
and the sensitivity of gross
operating profit;
— assessing the appropriateness of
the disclosures provided in the
notes about the investment in
Monclick, the related impairment
test and the impairment loss
recognised during the year.

Premiums and contributions from suppliers


Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6 - Significant
accounting policies

Key audit matter Audit procedures addressing the key


audit matter
The Company has contracts for the supply of Our audit procedures included:
goods which include the receipt of premiums
and, in certain circumstances, contributions. — understanding the process adopted to
These premiums and contributions are calculate premiums and contributions
recognised either as a percentage of the from suppliers through meetings and
quantities purchased, or as a fixed figure on discussions with the Company’s
the quantities purchased or sold, or as a management;
defined contribution.
— assessing the design and
Especially with reference to those implementation of controls and
agreements whose term falls after the procedures to assess the operating
reporting date, which account for a minor effectiveness of material controls;
share of the premiums and contributions for
the year, their calculation is a complex — obtaining audit evidence supporting the
accounting estimate entailing a high level of check of the existence and accuracy of
judgement as it is affected by many factors. premiums and contributions from

3
Unieuro S.p.A.
Independent auditors’ report
28 February 2018

The parameters and information used for the suppliers, including through external
estimate are based on the purchased or sold confirmations;
volumes and valuations that consider
historical figures of premiums and — checking the accuracy of the premium
contributions actually paid by suppliers. and contribution calculation database, by
tracing the amounts to the general
For the above reasons, we believe that the
ledger and sample-based checks of
recoverability of premiums and contributions
from suppliers is a key audit matter. supporting documentation;

— checking the mathematical accuracy of


premiums and contributions from
suppliers;

— analysing the reasonableness of the


assumptions in the estimate through
discussions with the relevant internal
departments, comparison with historical
figures and our knowledge of the
Company and its operating environment;

— assessing the appropriateness of the


disclosures provided in the notes about
premiums and contributions from
suppliers.

Measurement of inventories
Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6 - Significant
accounting policies; note 5.6 - Inventories

Key audit matter Audit procedures addressing the key


audit matter
The separate financial statements at 28 Our audit procedures included:
February 2018 include inventories of €313.2
million, net of the allowance for inventory — understanding the process for the
write-down of €8.9 million. measurement of inventories and
Determining the allowance for goods write- assessing the design and
implementation of controls and
down is a complex accounting estimate,
procedures to assess the operating
entailing a high level of judgement as it is
effectiveness of material controls;
affected by many factors, including:

— the characteristics of the Company’s — checking the accuracy of the inventory


calculation algorithm;
business sector;

— the sales’ seasonality, with peaks in — checking the method used to calculate
the allowance for inventory write-down
November and December;
by analysing documents and discussions
— the decreasing price curve due to with the relevant internal departments;
technological obsolescence of products;
— checking the mathematical accuracy of
— the high number of product codes the allowance for inventory write-down;
handled.
— analysing the reasonableness of the
assumptions used to measure the

4
Separate financial statements 396 - 397

Unieuro S.p.A.
Independent auditors’ report
28 February 2018

For the above reasons, we believe that the allowance for inventory write-down
measurement of inventories is a key audit through discussions with the relevant
matter. internal departments and analysis of age
bands and write-down rates applied;
comparing the assumptions with
historical figures and our knowledge of
the Company and its operating
environment;

— comparing the estimated realisable


value to the inventories’ carrying amount
by checking management reports on
average sales profits;

— assessing the appropriateness of the


disclosures provided in the notes about
inventories.

Responsibilities of the directors and board of statutory auditors (“Collegio


Sindacale”) of Unieuro S.p.A. for the separate financial statements
The directors are responsible for the preparation of separate financial statements that
give a true and fair view in accordance with the International Financial Reporting
Standards endorsed by the European Union and the Italian regulations implementing
article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian
law, for such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud
or error.
The directors are responsible for assessing the Company’s ability to continue as a
going concern and for the appropriate use of the going concern basis in the
preparation of the separate financial statements and for the adequacy of the related
disclosures. The use of this basis of accounting is appropriate unless the directors
believe that the conditions for liquidating the Company or ceasing operations exist, or
have no realistic alternative but to do so.
The Collegio Sindacale is responsible for overseeing, within the terms established by
the Italian law, the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the separate financial statements


Our objectives are to obtain reasonable assurance about whether the separate
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISA Italia will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these separate financial statements.
As part of an audit in accordance with ISA Italia, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
— identify and assess the risks of material misstatement of the separate financial
statements, whether due to fraud or error, design and perform audit procedures

5
Unieuro S.p.A.
Independent auditors’ report
28 February 2018

responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control;
— obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control;
— evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the directors;
— conclude on the appropriateness of the directors’ use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report
to the related disclosures in the separate financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Company to cease to continue as a going
concern;
— evaluate the overall presentation, structure and content of the separate financial
statements, including the disclosures, and whether the separate financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance, identified at the appropriate
level required by ISA Italia, regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have
complied with the ethics and independence rules and standards applicable in Italy and
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the separate financial
statements of the current year and are, therefore, the key audit matters. We describe
these matters in our auditors’ report.

Other information required by article 10 of Regulation (EU) no. 537/14


On 12 December 2016, the shareholders of Unieuro S.p.A. appointed us to perform
the statutory audit of its financial statements as at and for the years ending from 28
February 2017 to 28 February 2025.
We declare that we did not provide the prohibited non-audit services referred to in
article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the
Company in conducting the statutory audit.

6
Separate financial statements 398 - 399

Unieuro S.p.A.
Independent auditors’ report
28 February 2018

We confirm that the opinion on the separate financial statements expressed herein is
consistent with the additional report to the Collegio Sindacale, in its capacity as audit
committee, prepared in accordance with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article
123-bis.4 of Legislative decree no. 58/98
The directors of Unieuro S.p.A. are responsible for the preparation of the Company’s
directors’ report and report on corporate governance and ownership structure at 28
February 2018 and for the consistency of such reports with the related separate
financial statements and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B
in order to express an opinion on the consistency of the directors’ report and the
specific information presented in the report on corporate governance and ownership
structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the
Company’s separate financial statements at 28 February 2018 and their compliance
with the applicable law and to state whether we have identified material
misstatements.
In our opinion, the directors’ report and the specific information presented in the report
on corporate governance and ownership structure referred to above are consistent
with the separate financial statements of Unieuro S.p.A. at 28 February 2018 and
have been prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree
no. 39/10, based on our knowledge and understanding of the entity and its
environment obtained through our audit, we have nothing to report.

Bologna, 7 May 2018

KPMG S.p.A.

(signed on the original)

Luca Ferranti
Director

7
Separate financial statements 400 - 401
Separate financial statements 402 - 403
Separate financial statements 404 - 405
Concept & Design: SERVIF/LAB
Printed by : Tipolitografia Optimus S.r.l.
Unieuro S.p.A.
Via Schiaparelli, 31
47122 Forlì - Italy
unieurocorporate.it
PRESS RELEASE

UNIEURO S.P.A.: STRONG GROWTH RESULTS


IN THE FISCAL YEAR ENDED 28 FEBRUARY 2017

 Net revenues at € 1,660.5 million, +6.6% compared to € 1,557.2 million in the


previous year
 Adjusted EBITDA of € 65.4 million, +10.5% compared to € 59.1 million in the
previous year
 Adjusted net income of € 36.3 million, +41.3% compared to € 25.7 million in
the previous year; Adjusted EPS of € 1.816
 Net Financial Debt basically set to zero
 Proposed dividend of € 1 per share, representing a 9.1% yield on the IPO
price

Forlì, 10 May 2017 – The Board of Directors of Unieuro S.p.A. (MTA: UNIR), the largest
omnichannel distributor of consumer electronics and household appliances by number of
outlets in Italy, met today to examine and approve the Draft Financial Statements for the
year ending 28 February 2017, which will be submitted for approval to the Shareholders’
General Meeting to be held on 20 June 2017.

Giancarlo Nicosanti Monterastelli, Chief Executive Officer of Unieuro, stated: “In the
year just ended, the Company reported excellent results, growing faster than the target
market, both in the online and in the offline channel. For the first time, revenues exceeded
€ 1.6 billion. We improved margins and cash generation, substantially resetting to zero net
borrowings and funding considerable investments in the store network and digital platform
with our own resources.”

“Just a few weeks after our debut on the Stock Exchange, which crowned ten years of
growth and success, we confirmed and reiterated our winning strategy, which focuses on
customers, their needs and ever-evolving buying habits. The omnichannel strategy is now
a matter of fact and Unieuro, boasting the most extensive sales network in Italy perfectly
integrated with a rapidly expanding online channel, is best positioned to seize all its
benefits.”

“In light of the still high fragmentation of the sector in which we operate – continued
Nicosanti Monterastelli – “the recently announced acquisitions of Monclick and Andreoli
stores clearly show that Unieuro represents the only multichannel consolidator in the
industry, able to take advantage of a complex market with great potential.”

1
Net revenues at 28 February 2017
In the year ended 28 February 2017, Unieuro achieved net revenues of € 1,660.5 million,
up by 6.6% compared to € 1,557.2 billion in the same period last year, an increase of €
103.3 million mainly generated by higher sales volumes in all distribution channels, and
especially in the online segment due to the omnichannel strategy.

The like-for-like growth – i.e., the performance of stores opened for at least 26 months as
at the end of the fiscal year, including both retail and Click & Collect sales – stood at 3.3%,
also thanks to the success of the omnichannel strategy, the continuous optimization of
business processes, such as supply and delivery, and the strong investment in personnel
training to increase customer satisfaction and loyalty.

Revenues per sales channel at 28 February 2017

(in Euro million and in


Fiscal year ending Changes
percentage of revenues)
28 February 29 February
% % 2017 vs 2016 %
2017 2016
Retail 1,202.5 72.4% 1,178.7 75.7% 23.8 2.0%
Wholesale Store 227.9 13.7% 206.4 13.3% 21.5 10.4%
B2B 102.7 6.2% 82.9 5.3% 19.7 23.8%
Online 111.3 6.7% 79.0 5.1% 32.2 40.8%
Travel 16.2 1.0% 10.2 0.7% 6.0 58.6%
Total 1,660.5 100.0% 1,557.2 100.0% 103.3 6.6%

The Retail channel (72.4% of total revenues) – which is made up of 171 direct stores
located in areas deemed commercially strategic and characterized by different sizes in
terms of surface area – recorded a 2.0% increase in sales amounting to € 1,202.5 million
thanks to new openings in the period and the extensive plan to optimize the portfolio of
stores, which led to the renovation of 17 retail outlets, in addition to the relocation of 4
retail outlets.

The Wholesale channel (13.7% of total sales) – made up of 280 Affiliated retail outlets,
characterized by small sizes and located in areas with a limited catchment zone –
recorded revenues of € 227.9 million, with a significant increase of 10.4%, i.e.
approximately € 21.5 million, thanks mainly to the positive development of the sales of
affiliated entrepreneurs who are benefiting from the implementation of Unieuro’s
commercial policies to their network, the fully operational sales of warranty extensions to
the indirect channel, as well as a significant layout restructuring and upgrading plan for the
25 affiliated outlets, in order to make them more responsive to consumer needs.

The Business-to-Business channel (6.2% of total revenues) – which caters to business


customers, including foreign entities, operating in sectors other than those of Unieuro, as
well as operators who need to buy electronic products to be distributed to their regular
customers or employees at the time of point collections, prize contests, or incentive plans

2
– recorded a strong increase in revenues, which stood at € 102.7 million (+23.8% over the
previous year) thanks to the Company’s ability to exploit the market opportunities offered
by a highly variable industry.

The Online channel (6.7% of total revenues) generated € 111.3 million (+40.8%
compared to the previous year), with a strong growth of more than € 32 million over the
previous year, benefiting from the increased share of online sales with respect to overall
revenues and from Unieuro’s omnichannel strategy, leveraging the pickup points at its 381
outlets.

In particular, the reshaping of the communication strategy, combined with the complete
restyling of the website according to a mobile-first approach and the launch of the new
App, allowed the Company to optimize its sales performance, which – net of “Services”,
“B2B” and “Other products” – recorded a growth rate almost double that of the target
market. The goal of this strategy is to offer an increasingly customized shopping
experience based on the analysis of the customers’ behavior and preferences (CRM),
aiming to overcome the spatial limitations of the individual physical outlets focusing on the
needs of the individual customer.

In view of a further and decisive development of this channel, in February the Company
signed an agreement to acquire the full ownership of Monclick, one of the leading online
operators in Italy in the consumer electronics market and B2B2C.

Finally, the Travel channel (1.0% of total revenues) – made up of 9 direct stores located
at some of the main public transport hubs, such as airports and railway stations – recorded
a growth of 58.6%, standing at € 16.2 million in revenues, on one side benefiting from the
new store opening in the Torino Porta Nuova railway station and, on the other, from the
return to full operation of the Fiumicino Airport stores, which had been affected by a fire
that damaged one of the Terminals in the previous fiscal year.

Revenues by product category

(in Euro million and in


Fiscal year ending Changes
percentage of revenues)

28-Feb-17 % 29-Feb-16 % 2017 vs 2016 %

Grey goods 798.8 48.1% 732.8 47.1% 66.0 9.0%


White goods 421.9 25.4% 404.7 26.0% 17.2 4.3%
Brown goods 301.4 18.1% 293.0 18.8% 8.4 2.9%
Other products 79.9 4.8% 72.1 4.6% 7.8 10.8%
Services 58.6 3.5% 54.7 3.5% 3.9 7.1%

Total revenues by category 1660.5 100% 1557.2 100% 103.3 6.6%

3
In the year ending 28 February 2017, Unieuro recorded an increase in sales in all product
categories, with higher growth for Grey goods (48.1% of total revenues) – i.e. photo
cameras, video cameras, smartphones, tablets, computers and laptops, monitors, printers,
telephony accessories and all wearable technology products – which generated revenues
of € 798.8 million, up by 9.0%, driven by the good performance of the B2B channel and,
more generally, by the good performance of the mobile telephony market.

The category of White goods – representing 25.4% of sales and composed of major
domestic appliances (MDA) such as washing machines, dryers, refrigerators or freezers
and stoves, small domestic appliances (SDA) such as microwave ovens, vacuum
cleaners, kettles, coffee machines, as well as the air conditioning segment – generated
revenues of € 421.9 million, up by 4.3%. With regard to the consumer segment, thus not
including sales in the B2B channel, this category was characterized by a growth of 4.7%,
stronger than the market growth, which was around 1%.

The category of Brown goods (18.1% of total revenues) – which includes television sets
and related accessories, smart-TV devices and car accessories (referred to as consumer
electronics), as well as storage systems such as CDs / DVDs or USB flash drives (referred
to as media storage) – achieved revenues of € 301.4 million in the year just ended. This
business sector was affected by the absence of significant product innovations. In this
context, however, Unieuro proved to be able to grow by 2.9%, a testimony to the
appropriateness of the strategy being implemented.

Finally, the category of Other products performed well (4.8% of total revenues). This
includes sales in the entertainment sector and other products not included in the consumer
electronics market such as, for example, bicycles or household ware, which generated
revenues of around € 80 million (+10.8%), and the category of Services (3.5% of total
revenues), which witnessed a growth of 7.1% standing at € 58.6 million, thanks to the
Company’s continued focus on the provision of services to its customers.

Adjusted EBITDA

Fiscal Year ended Change


(in Euro million and in percentage of revenues)
29-Feb- 2017 vs
28-Feb-17 % % %
16 2016

Gross operating result 38,1 2,3% 42,8 2,7% (4,7) (10,9)%

Non-recurring charges/(income) 17,6 1,1% 5,3 0,3% 12,2 229,0%


Revenues for warranty extension services net of
estimated future costs for support services- change 9,7 0,6% 11,1 0,7% (1,3) (12,0)%
in business model for direct support services
Adjusted EBITDA 65,4 3,9% 59,1 3,8% 6,2 10,5%

4
During the fiscal year that ended at 28 February 2017, the adjusted EBITDA of Unieuro
stood at € 65.4 million, with a margin on sales of 3.9%, an increase of € 6.2 million
(+10.5%) compared to € 59.1 million in the previous year and 14 basis points in terms of
margins on sales.

This increase was mainly due to the positive performance of revenues during the year and
a strict control of operating costs by Unieuro.

Adjusted Net Income

Adjusted Net Income of Unieuro at 28 February 2017 was € 36.3 million, a sharp increase
(+41.3%) compared to € 25.7 million in 2016, with an impact of 2.2% on revenues (1.7% in
fiscal year 2016) thanks to the good performance of the operating margin, lower financial
charges and a reduction in the tax burden for the period.

Adjusted Earnings Per Share amounted to € 1.816.

Investments

During the year, Unieuro made net investments amounting to € 27.9 million, essentially in
line with the previous year (€ 27.5 million).

These investments are mainly attributable to the opening, restructuring, downsizing,


modernization and improved efficiency of the network of direct stores, which was allocated
€ 21.6 million under a program that also included the renovation of 17 outlets and
relocation of 4 outlets.

Net Financial Debt

As at 28 February 2017, Unieuro’s Net Financial Debt stood at € 2.0 million, a sharp
improvement compared to € 25.9 million at 29 February 2016, benefiting from the strong
cash flow that allowed the Company to repay the shareholder loan of € 21.1 million
(November 2016), significant investments made during the period, and payment of a
dividend of € 3.9 million.

Employees

The number of Unieuro employees at 28 February 2017 was 3,902.

5
Significant Events and Transactions in the Period

New digital platform

In October 2016, with the aim of creating a more user-friendly surfing experience, Unieuro
launched its new e-commerce platform unieuro.it completely revamped in its graphics,
search engine, payment process and contents. These innovations go in the direction of
strengthening the multichannel positioning of Unieuro, thanks to the expansion of its
network of product pickup points (available at over 380 Unieuro stores), where customers
are consistently at the center of a unique experience at all touch points.

Release of New App

In December 2016, the new App for mobile devices was also released. Provided with a
simple and intuitive search engine and a new navigation menu, it allows users to easily
find a product, effortlessly move through the categories and subcategories, and interact by
using a simplified navigation menu.
Born with a well-defined positioning compared to the mobile version of the website, the
Unieuro App takes advantage of the features of the Mobile world and allows users to save
searches, create wishlists and customize their homepage. It also offers the option of
choosing different payment methods for purchases as well as opting for a store pickup
service once the order has been made.
Finally, inside the stores, the App helps customers in their purchasing choices thanks to a
scan code that provides product features and reviews.

Acquisition of Monclick
On 24 February 2017, Unieuro signed an agreement with Project Shop Land S.p.A. for the
acquisition of a 100% stake in Monclick, a leading online operator in Italy, operating in the
consumer electronics market and B2B2C online market. The acquisition has a strong
strategic value for Unieuro as it will allow it to significantly increase revenues in the online
segment by strengthening its positioning in the domestic market. The closing of the
transaction is expected by the first half of 2017.

Events after the End of the Fiscal Year

Debut on the Stock Exchange


On 4 April 2017, Unieuro’s shares debuted with the ticker symbol UNIR in the STAR
segment of the Electronic Stock Market organized and managed by Borsa Italiana S.p.A.
following a placement addressed to Italian and foreign institutional investors. As part of the
operation and taking into account the greenshoe option, 6,901,573 shares offered for sale
by Italian Electronics Holding S.r.l. were assigned.

6
At the allocation price of € 11.00 per share, the total proceeds from the transaction, taking
into account the exercise of the greenshoe option, was € 75.9 million, representing a
market capitalization of the Company amounting to € 220 million.

Acquisition of 21 Stores from Andreoli S.p.A.


On 18 April 2017, Unieuro announced the acquisition of a business unit from Andreoli
S.p.A., under a voluntary arrangement with creditors, consisting of 21 direct stores
predominantly located in shopping malls and between 1,200 and 1,500 s.q.m. in size.
The acquired chain, which operated under the Euronics brand in southern Lazio, Abruzzo
and Molise, achieved retail sales of around € 94 million in 2015 with a positive margin,
employing more than 300 workers.
Unieuro will be acquiring stores without warehouses submitting them to an intense
revitalization plan, which will – from the first few weeks – include the adoption of the
Unieuro brand, space reallocation, new product assortment and adoption of new
information systems, thereby aiming to achieve the revenue targets (over € 100 million
when fully operational) and profitability targets over the next 18-24 months.

Proposal for the Allocation of Profit

As already announced during the listing process, the Board of Directors of Unieuro
decided to submit to the Shareholders’ General Meeting to be held on 20 June 2017 the
distribution of a dividend of € 1 per share, totaling € 20 million, of which € 11.6 million
drawing from profits for the year 2017 and € 8.4 million by using the available reserves; the
dividend, which represents a 55% payout rate on Adjusted Net Income, will be paid out on
27 September 2017 (ex-dividend date 25 September 2017, in accordance with the
calendar of the Italian Stock Exchange, and record date on 26 September 2017).

Shareholders may collect the dividend before or after withholding taxes, according to the
tax regime applied.

Other Resolutions of the Board of Directors

The Board of Directors meeting today also resolved to confer on the Chief Executive
Officer the power to negotiate the granting of a new credit line of € 50 million to be used
for the acquisition / opening of new outlets.

Conference Call

Please note that today, Wednesday May 10, at 16.30 (CET), a conference call will be held
during which Unieuro’s management will be presenting to investors and financial analysts
the results for fiscal year 2017, which ended 28 February 2017.

7
To participate, simply dial one of the following numbers:
Italy: +39 02 805 88 11
UK: + 44 121 281 8003
USA: +1 718 7058794

Journalists can listen to the conference call by dialing the number:


+39 02 8058827

Until 16 May 2017, a telephone recording of the conference call will be available at the
following numbers:
Italy: +39 02 72495
UK: + 44 1 212 818 005
USA: +1 718 705 8797
Access code: 963#

***

For the transmission, storage and filing of the Regulatory Information to be made public,
Unieuro S.p.A. chose to use the platforms “eMarket SDIR” and “eMarket STORAGE”
managed by Spafid Connect S.p.A., with offices in Foro Buonaparte 10, Milan.

***

Mr. Italo Valenti, Chief Financial Officer, hereby declares that, pursuant to and in
accordance with Article 154-bis, paragraph 2, of Legislative Decree No. 58 of 1998, the
information contained in this press release matches the company’s documentation, books
and accounting records.

***

Unieuro S.p.A.
Unieuro S.p.A. – with a widespread network of 460 outlets throughout the country,
including direct stores (180) and affiliated stores (280), and its digital platform unieuro.it –
is now the largest omnichannel distributor of consumer electronics and household
appliances by number of outlets in Italy. Unieuro is headquartered in Forlì and has a
logistics hub in Piacenza. It has more than 3,900 employees and revenues that exceeded
€ 1.6 billion for the year ending 28 February 2017.

8
For information:

Investor Relations Media Relations

Italo Valenti iCorporate


CFO & Investor Relations Officer Arturo Salerni
+39 0543 776769 +39 335 1222631
investor.relations@unieuro.com Rita Arcuri
+39 333 2608159
Andrea Moretti unieuro@icorporate.it
Investor Relations Manager
+39 335 5301205
+39 0543 776769
amoretti@unieuro.com

9
Summary Tables:

Income Statement

FY17 % FY16 %

Sales 1,660.5 1,557.2


Sales 1,660.5 1,557.2

Purchase of goods (1,295.4) (78.0%) (1,239.0) (79.6%)


Change in Inventory 5.2 0.3% 41.1 2.6%
Rental Costs (58.3) (3.5%) (59.0) (3.8%)
Marketing costs (51.6) (3.1%) (48.7) (3.1%)
Logistic costs (32.5) (2.0%) (30.2) (1.9%)
Other costs (54.2) (3.3%) (50.4) (3.2%)
Personnel costs (136.6) (8.2%) (134.0) (8.6%)
Other operating costs and income 1.0 0.1% 5.8 0.4%
EBITDA 38.1 2.3% 42.8 2.6%
Adjustements 17.6 1.1% 5.3 0.3%
Change in Business Model 9.7 0.6% 11.1 0.7%
Adjusted EBITDA 65.4 3.9% 59.1 3.8%
D&A (18.0) (1.1%) (18.7) (1.2%)
Financial Income 0.4 0.0% 0.3 0.0%
Financial Expenses (6.2) (0.4%) (7.2) (0.5%)
Taxes (2.7) (0.2%) (6.5) (0.4%)
Fiscal impact of non-recurring items (2.6) (0.2%) (1.3) (0.1%)
Adjusted Net Income 36.3 2.2% 25.7 1.5%
Adjustements (17.6) (1.1%) (5.3) (0.3%)
Change in Business Model (9.7) (0.6%) (11.1) (0.7%)
Fiscal impact of non-recurring items 2.6 0.2% 1.3 0.1%
Net Incom e 11.6 0.7% 10.6 0.6%

10
Balance Sheet

FY17 FY16
Trade Receivables 35.2 35.4
Inventory 269.6 264.4
Trade Payables (334.5) (333.4)
Operating Working Capital (29.8) (33.6)
Current Tax Assets 8.0 8.1
Current Assets 13.9 13.9
Current Liabilities (140.3) (113.2)
Short Term Provisions (1.4) (2.6)
Net Working Capital (149.7) (127.4)
Tangible and Intangible Assets 72.6 62.7
Net Deferred Tax Assets and Liabilities 29.1 28.6
Goodw ill 151.4 151.4
Other Long Term Assets (Deposits) 2.1 2.0
Long Term Provisions including DBO (18.6) (18.0)
Other Long Term Assets and Liabilities (16.5) (16.0)
Total Invested Capital 86.9 99.4
Net financial Debt (2.0) (25.9)
Equity (85.0) (73.4)
Total Sources (86.9) (99.4)

11
Cash Flow Statement

FY17 FY16

EBITDA Reported 38.1 42.8

Taxes Paid - (4.2)


Interests Paid (4.9) (4.8)
Change in NWC 22.3 17.4

Change in Other Assets and Liabilities 1.1 3.5


Operating Cash Flow Reported 56.5 54.7

Capex (27.9) (27.5)

Levered Free Cash Flow 28.6 - 27.2


Adjustments 11.0 6.1
Adjusted Levered Free Cash Flow 39.7 33.3
Adjustments (11.0) (6.1)
Dividends (3.9) -
Other changes (0.8) (1.2)
Δ Net Financial Position 24.0 26.0

12
Unieuro S.p.A.
Fiscal Year 2017 Results
10 May 2017
Safe Harbor Statement

This documentation has been prepared by Unieuro S.p.A. for information purposes only and for use in presentations of Unieuro's results and strategies.

This presentation is being furnished to you solely for your information and may not be reproduced or redistributed to any other person or legal entity.

This presentation might contain certain forward looking statements that reflect the Company’s management’s current views with respect to future events and financial and operational performance
of the Company and its subsidiaries.

Statements contained in this presentation, particularly regarding any possible or assumed future performance of Unieuro S.p.A., are or may be forward-looking statements based on Unieuro
S.p.A.’s current expectations and projections about future events, and in this respect may involve some risks and uncertainties. Because these forward-looking statements are subject to risks and
uncertainties, actual future results or performance may differ materially from those expressed in or implied by these statements due to any number of different factors, many of which are beyond
the ability of Unieuro S.p.A. to control or estimate.

You are cautioned not to place undue reliance on the forward-looking statements contained herein, which are made only as of the date of this presentation. Unieuro S.p.A. does not undertake any
obligation to publicly release any updates or revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation.

Any reference to past performance or trends or activities of Unieuro S.p.A. shall not be taken as a representation or indication that such performance, trends or activities will continue in the
future.

This presentation has to be accompanied by a verbal explanation. A simple reading of this presentation without the appropriate verbal explanation could give rise to a partial or incorrect
understanding.

This presentation is of purely informational and does not constitute an offer to sell or the solicitation of an offer to buy Unieuro’s securities, nor shall the document form the basis of or be relied on
in connection with any contract or investment decision relating thereto, or constitute a recommendation regarding the securities of Unieuro.

Unieuro’s securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

Due to rounding, numbers presented throughout this presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Italo Valenti, the manager in charge of preparing the corporate accounting documents, declares that, pursuant to art.154-bis, paragraph 2, of the Legislative Decree no. 58 of February 24, 1998,
the accounting information contained herein correspond to document results, books and accounting records.

2
Agenda

• Highlights

• Market Scenario And Strategic Goals

• Sales Breakdown

• Focus on Acquisitions

• Financials

• Closing Remarks

3
Highlights
• Strong sales growth, leading to double digit Adj. EBITDA growth
• Record Adj. Net income, up by 41%
• Net debt basically zeroed

• Outperformance of total revenues in the consumer segment: +5,5% vs 2.1%

• Boom of online sales driven by the new digital strategy:


• Impressive recovery of market share in the online White segment (+79%) thanks to new product mix, new communication
strategy, new UX and new App

• Strengthening of both internal and external growth strategies:


• Development and streamlining of the retail network: 22 new openings, 42 refurbishments, 4 relocations, online enhancement
• Acquisition of Monclick and Andreoli stores

• Development of a new CRM in support of Customer Insight and store digitalization, through WiFi
and Facebook projects for each store

• Successful listing on the Milan Stock Exchange, STAR segment

• Adjusted EPS amounting to 1.816 Euro


• Proposed dividend of 1 Euro per share, corresponding to a 9.1% yield on the IPO price

4
Agenda

• Highlights

• Market Scenario And Strategic Goals

• Sales Breakdown

• Focus on Acquisitions

• Financials

• Closing Remarks

5
Market Scenario
78.8%
Market YoY% Unieuro YoY%
Total market
Unieuro
14.8 bln 15.1 bln
Unieuro online
Online Online
+23% +42.1% 49.8%

35.4%
Offline Offline
0% +3.4%
17.3%
11.2%
4.7% 6.7%
-0.2% 3.1% 3.5%
1.0% 0.1%

FY 2016 Total FY 2017 Total White Brown Grey Entertainment


+2% +5.5%

Growth: total Market up by 2.1% White goods:


• offline segment stable • MDA: growth driven by recovery in consumption: the kitchen category, dishwashers, and dryers confirmed the
• online sales +23% positive trend especially in the online channel
• SDA: positive performance positive, also driven by the online channel (especially home and kitchen care)
Competitive Scenario: increase in competitive pressure due to: Brown goods: stable sales; large TV-sets growth
• consolidation of the offline segment
• online segment dynamics Grey goods:
• Telecom: average price increase (launches of high-end models, i.e. Samsung S7); competitive pressure coming
Internet penetration: approx. 12% in FY 2017 from telecom retailers
• IT: laptop segment contraction vs. excellent performances of slate PCs.
Unieuro: faster-paced growth compared to the market in both channels Unieuro(1): market share significantly growing in all product segments.
• online segment: growth rate approx. twice the market's. White sales booming, especially MDA.

Notes: (1) Unieuro's growth per product category and single channel only concerns the Consumer segment net of Services, products outside the scope of consumer electronics, and includes Travel sales
Strategic Goals
Continue the profitable growth of the business by increasing market share in trending product categories (MDA, SDA, Telecom),
VISION focusing on the customer centrality and omnichannel opportunities

STRATEGIC
PILLAR
Proximity Experience Retail Mix

Coverage of unattended areas and Differentiation by distribution format


Keep the attractivness of stores high
development of proximity stores
OFFLINE

Ensure maximum website usability by


Integration into the digital ecosystem Expand the range
optimizing mobile opportunities
ONLINE

Value Customer Insight to maximize Strenghten positioning in the Service


Use physical assets with a view to
engagement opportunities (frequency, average segment; boost coverage of trending, high-
omnichannel exploitation
ticket, margins) margin product categories
OMNICHANNEL

Supply Chain

ENABLER Brand Equity

Partnership with Suppliers

7
Proximity

Offline Online Omnichannel

Leverage the store network by offering the


Coverage of unattended areas through new Integration in the digital ecosystem to strenghten opportunity to collect purchased products online
openings (Retail and Wholesale) and through «proximity» to the Intenet user by means of any directly from the stores, thereby becoming the
target acquisitions: navaigation device, by: largest network in Italy in terms of pick-up points
(Click and Collect):

- Internal growth: - Transformation of the store network, both direct


- Strengthening of operations across Italy (460
• communication strategy change (the and wholesale, with a view to pick-up points
stores of which 180 direct)
Unieuropean campaign and Humans of
- 381 pick-up points as of Feb. 28, 2017 (+38%
- Variety in distribution formats and layouts Technology campaign reached 20M Italians);
YoY)
• optimization of performance campaigns
- Acquisition of Andreoli to increase coverage in 3
aimed at improving the CR of the Website
regions (Lazio, Abruzzo, Molise)
(Drive-to-Store in partnership with Google).
- Successful openings at Rome Fiumicino (Retail)
- Redefinition of social media strategy with 400k
and Turin Porta Nuova (Travel), as well as 20
reactions (~4X vs. competitors)
affiliated outlets: for a total of 22 openings in FY
2017 - External growth: acquisition of Monclick

8
Experience

Offline Online Omnichannel

Keep the attractiveness of stores high through Ensure maximum Website Usability by Enhancement of Customer Insight to maximize
structural actions, such as refurbishments, optimizing mobile opportunities through total engagement opportunities (frequency, average
relocations and layouts optimization to ensure restyling of the website (UX) and launch of new ticket, profitability)
the best customer experience: mobile APP:

- 17 DOS refurbishments, 4 DOS relocations - CRM construction leveraging 6.4M Cardholders


- Creation of a single shopping experience even
included in a total refurbishment capex of over and construction of "Golden Record“
in mobility (mobile-first approach)
12 €m, as well as 25 affiliate stores
refurbishments - Voice of Customer project (customer feedback
- Focus on Real Time Marketing.
loop)
- Free Testing Areas for product comparison
- Total FY 2017 website visits : 64M
- Store Digitization: WiFi project for proximity
- New role of the Store, with a marked focus on marketing activities; Facebook in store to create
- Launch of new App: 227K total downloads since
testing activities: leveraging vertical product engagement and drive-to-store at local level
launch (22 November 2016)
knowledge of sales staff to advise customers

9
Retail Mix

Offline Online Omnichannel

Strengthen positioning in the Services segment


Differentiation of the product range by store Expand the online offering range by
Boost coverage of trending, high-margin
format to maintain competitiveness: overcoming the spatial limitations of the Store
product categories

- Delivery and installation service


- Offering differentiated by distribution format - Extension of online offering (i.e. IT, photos,
(DOS: 9 travel, 34 retail parks, 68 shopping accessories). Number of products items offered - Unique proposition for warranty extension
malls, 69 free standing) online: +40% - 90%(1) of customers satisfied with the service
- Customer protection plans and consumer credit
- Travel segment: focus on accessories and - Significant sales increase in all categories,
- In-store additional services dedicated to
Unieuro brand visibility (catchment zone in high especially White (+79%) and Brown (+35%)
smartphones, tablets, PCs, green mobile
pedestrian traffic areas of airports and train
stations) - Commissions from to telecom contracts
subscriptions, consumer credit and pay TV

10
Notes: (1) Source: internal survey on service quality
Enabler

Supply Chain Brand Equity Partnership with Suppliers

Centralized and integrated logistics to efficiently Consolidated partnerships with suppliers,


serve all channels and geographies. strengthened by new products launch skills and
Solid brand awareness and positive brand
The single-hub supply chain is central to the high number of SKUs managed under exclusive
experience that translated into an increase in the
development of the Omnichannel strategy, as well rights.
intention to buy (+ 1bp)
as to the relationship with suppliers Centralized purchasing and billing process as a
competitive advantage

- Over 50k sqm - Top-of-Mind Brand: +1bp - Exclusive agreement with Vestel Group for the
- Over 77% of volumes passing through the - Total Awareness consolidation marketing of the Hitachi brand in Italy
Piacenza hub - Consolidation of leadership in total ADV
- Over 13k daily pickings - Market leader in terms of sales performance of
awareness compared to competitors
product innovations launched by brands (i.e. LG
- 89% of stores within 600 km from Piacenza - 47% of spontaneous memory reached by the Oled, Samsung AddWash, Samsung S7)
- Agreement signed to double the Piacenza hub slogan "Batte, Forte, Sempre"
capacity, thus consolidating relations with
suppliers and increasing service level in all
channels

11
Agenda

• Highlights

• Market Scenario And Strategic Goals

• Sales Breakdown

• Focus on Acquisitions

• Financials

• Closing Remarks

12
Sales Breakdown YoY change

Sales by channel B2B • Retail: 1,202.5 €m


Travel +2.0%
102.7 €m
16.2 €m − positive increase in volumes
6.2%
1.0%
Online
111.3 €m • Wholesale: 227.9 €m +10.4%
6.7% − positive increase in volumes

Wholesale • Online: 111.3 €m +40.8%


227.9 €m
− new digital platform launched
13.7%
• B2B: 102.7 €m +23.8%
Retail − market opportunities in specific segments
1,202.5 €m
72.4%
• Travel: 16.2 €m +58.6%
− new opening in Torino Porta Nuova station

Sales by product category • Grey: 798.8 €m +9.0%


− growing B2B operations
Services
58.6 €m Other
79.9 €m • White: 421.9 €m +4.3%
3.5%
4.8% − overtaking the market
Brown
• Brown: 301.4 €m +2.9%
301.4 €m
18.1% − no disruptive innovations
Grey
• Services: 58.6 €m +7.1%
798.8 €m
48.1%
− focus on boosting penetration
White
421.9 €m • Other: 79.9 €m +10.8%
25.4% − Growing interest for videogames

13
Agenda

• Highlights

• Market Scenario And Strategic Goals

• Sales Breakdown

• Focus on Acquisitions

• Financials

• Closing Remarks

14
Offline External Growth: Expansion In Central Italy
21 stores acquired from Andreoli Sp.A.
Viterbo
• 21 direct stores in Southern Lazio, Abruzzo and Molise currently operated Pescara
under the Euronics brand
• From 1,200 to 1,500 sqm, inside shopping malls
• FY 2015 sales of approx. €94m, with a positive profitability Rome
• Over 300 headcounts

• Total consideration of €12.2m. Stores acquired without stock

• Only 3 overlapping areas, to be managed through retail network Frosinone Campobasso


optimization actions
Isernia
• Recovery plan to be immediately run up:
• adoption of the Unieuro banner
• refurbishment
• total product restocking Latina
• Integration into Unieuro’s IT system
• salesforce training
Existing Unieuro DOS
• Target: over €100m of additional sales at run-rate within 18-24 months, Newly acquired stores
with a profitability in line with the Company’s targets.

• Leveraging the existing platform to extract synergies (procurement, logistics, marketing)


Strategic
• Improving Unieuro’s coverage of Central Italy, boosting total market share
Rationale
• Weakening a competing buying group

15
Online External Growth:
Overview of Monclick S.r.l. FY 2016 sales (€m)
• One of the leading Italian e-commerce platforms specialised in the sale of
consumer electronics products FY 2017 55 44 99
+28%
• Two separated business lines: FY 2016 44 33 77
• “Standard” online B2C consumer electronics business with
customers primarily in Italy (www.monclick.it) B2C B2B2C

B2C • Broad assortment including Grey, White, and Brown goods,


entertainment products and value-added services
• Low price positioning
Key integration activities
• Products sold directly to customers of Monclick’s business
partner, usually large companies with broad customer base (e.g.  Accelerate Unieuro product range extensions, leveraging Monclick’s broader
banks, mobile phone carriers, supermarkets) assortment
 Design and implement an integrated sourcing model to exploit Unieuro
• Full ownership of the entire sale process, including design of an purchasing power
B2B2C ad-hoc website, selection of product assortment (usually limited
to a small number of SKUs), delivery, and after-sale services  Launch of dedicated website for B2B clients to improve user experience
 Scouting of new vendors to develop new partnerships
• the only Italian consumer electronics retailer with a meaningful
 Develop a sales force dedicated to B2B segment
presence and track-record in this channel
 Improve automation of B2B2C digital platforms, with potential benefits on
• Closing expected by the end of June 2017 margins
 Redefine French business strategy (divest/ relaunch)

• Leveraging the existing platform to extract synergies (procurement, logistics, IT and G&A)
Strategic • Deepening penetration of the online channel, almost doubling online total sales
Rationale • Entering the B2B2C segment, totally new for Unieuro
• Leveraging Monclick positioning to introduce a Marketplace platform

16
Agenda

• Highlights

• Market Scenario And Strategic Goals

• Sales Breakdown

• Focus on Acquisitions

• Financials

• Closing Remarks

17
Key Financials
Sales (€m) LFL growth1 Net Financial Debt (€m) Leverage

FY 2017 1,660.5 FY 2017 2.0 0.03X


+6.6% 3.3% -92.4%
FY 2016 1,557.2 FY 2016 25.9 0.44X

• All channels and product categories contributed to growth


• Main drivers: • Continuous reduction in Net Debt, now close to zero
• Higher volumes • Financed 27.9 €m of capex and 3.9 €m of dividend payment
• Launch of the new digital platform

Adj. EBITDA (€m) EBITDA margin Adj. Levered Free Cash Flow (€m)
FY 2017 65.4 3.9% FY 2017 39.7
+10.5% +19.1%
FY 2016 59.1 3.8% FY 2016 33.3

• Significant increase in Adj. EBITDA, up 10.5% to 65.4 €m, driven by: • Adj Levered FCF improvement of 19.1% with a cash conversion rate at
• Sales increase 60.6% vs. 56.3% in prior year
• Strict control of operating costs • Net Working Capital careful management
• Lower taxes

Adj. Net Income (€m) Net Income margin Net Working Capital (€m)
FY 2017 36.3 2.2% (149.7) FY 2017
+41.3% +17.5%
FY 2016 25.7 1.7% (127.4) FY 2016

• Outstanding operating performance coupled with significant financial and • 22 €m generated in FY 2017 vs. 18 €m in prior year, mainly related to Other
fiscal management results Items (Extended Warranties accruals)

18
Notes: Unieuro Fiscal Year ends on 28 February.
(1) LFL sales include DOS and “Click & Collect” sales
FY 2017 Key Operational Data
Unieuro’s Retail Network Total Retail Area (sqm DOS only) Sales density
(€/sqm)

FY 2017 ~276,000 ~4,630


Openings Closures Pick-up
+6.4%
DOS (units) Points FY 2016 ~283,000 ~4,350

FY 2017 180 +2 -3 169 • SQM reduction in line with strategy, focusing on smaller stores
• Sales density increase led by:
FY 2016 181 • best practice diffusion
+4 -3 171
• increase in Click&Collect sales

Loyalty Card Holders (million)


AFFILIATES (units)
FY 2017 6.4
FY 2017 +14%
280 +20 -23 212
FY 2016 5.6
FY 2016 283 +49 -26 106

Workforce (FTEs)

FY 2017 3,395
• DOS in line with prior year with continuous refurbishments (17) and
relocations (4) FY 2016 3,389
• Continuous strong rationalization of affiliates network
• Pick-up points: up 38% to 381 (83% of total stores)
• Stable workforce notwithstanding sales increase, driven by higher
operational efficiency

19
Notes: Unieuro Fiscal Year ends on 28 February.
Adjusted EBITDA Walk
a Increase in Gross Profit mainly driven by
volume effect related to the general increase in
sales partially off-set by channel and product mix
effect

b
b
c Efficiency in Rental Costs underpinned by
a further contract renegotiation activity
d
2.1 3.0 e
f
2.8
c Increase in Personnel Costs mainly driven by
10.7 2.2 1.4 collective agreement and reinforcement of the
organization; strong reduction in incidence on
sales to 7.9% from 8.3% in prior year

65.4 d Higher Marketing Costs, mainly related to co-


marketing activities to support new products
59.1 launch, partially offset by supplier’s contributions;
stable weight on sales (2.9%)

e Increase in Logistics Costs connected to higher


Adj. EBITDA FY Gross Profit Rents Personnel Marketing Logistics Other Adj. EBITDA FY sales volume; almost stable percentage on
2016 2017
sales (around 2.0%)

f Reduction in Other costs mainly related to


energy rationalization program; incidence on
sales from 3.0% to 2.7%

20
Notes: Unieuro Fiscal Year ends on 28 February.
Adjusted Net Income Walk
a
Increase in adjusted EBITDA
underpinned by growing sales coupled
with ongoing costs optimization
d
1.2
c
b 3.8
a 1.0 b
0.8 36.3
Decrease in D&A due to lower store-
related write-offs
6.2

25.7
c Net interests efficiency mainly driven by
careful financial management and lower
interest rates; partial reimbursement of
term loans and total reimbursement of
shareholder loan
Adj. Net Income Adj. EBITDA D&A Net Interests Taxes Fiscal impact of non- Adj. Net Income
FY16 recurring items FY17

d
Positive contribution from taxes mostly
due to accrual of deferred tax assets on
Net Operating Losses
P&L line items adjusted for non-recurring costs and business model change

21
Notes: Unieuro Fiscal Year ends on 28 February.
Financial Overview
Net Financial Position Walk (€m) 3.9

27.9 38.1

0.0
4.9

25.9
22.3
0.3 2.0

Net Debt FY16 Net Interests Taxes Paid Capex Dividend Reported Change in NWC Other Net Debt FY17
EBITDA

Net Working Capital (€m)

• Net Financial Position close to zero FY 2017 FY 2016


• Strong operational results coupled with careful management of Net Working Trade receivables 35.2 35.4
Capital Inventories 269.6 (264.4)
• Financed Capex for 27.9 €m, of which: Trade payables (334.5) (333.4)
Trade Working Capital (29.8) (33.6)
• 21.6 €m store network development and improvement actions Other NWC (119.9) (93.8)
• 5.9 €m IT development and maintenance projects, including the new Net Working Capital (149.7) (127.4)
digital platform
• 0.4 €m other minors
• Trade Working Capital almost in line with prior year
• Strong growth of other items, mostly due to warranties accruals

22
Notes: Unieuro Fiscal Year ends on 28 February.
Adjusted Levered Free Cash Flow Walk

Reported levered free cash flow: 28.6 €m

5.4
1.1

17.6
39.7
0.8

3.9

24.0

Δ Net Financial Position Dividends Other P&L non-recurring items Adjustment for non-cash Fiscal Impact of non- Adjusted levered free cash
non-recurring items recurring items flow

• P&L non recurring items mostly related to IPO, stock options and pre-opening
• Adjustments for non cash non recurring items mostly related to stock options

23
Notes: Unieuro Fiscal Year ends on 28 February.
Agenda

• Highlights

• Market Scenario And Strategic Goals

• Sales Breakdown

• Focus on Acquisitions

• Financials

• Closing Remarks

24
Closing Remarks

• Unieuro as the only omnichannel consolidator in the Italian consumer electronics market,
through organic growth (outperforming the market, +5.5%1 vs. 2.1%) and M&A operations

• Competitive advantage strengthening thanks to the sales channel integration strategy

• Customer Centrality at the heart of the business model, starting with CRM building
• Voice of Customer as a pillar of decision-making and customer touchpoints
continuous improvement process

• Further value creation thanks to cash generation, future tax savings and debt reimboursment
• Dividend policy confirmed: 50% of Adjusted Net Income

25
Notes: Consumer segment only
Annex

26
Non-IFRS and Other Performance Measures

This presentation contains certain items as part of the financial disclosure which are not defined under IFRS. Accordingly, these items do not have standardized meanings and may not be directly
comparable to similarly-titled items adopted by other entities.

Unieuro Management has identified a number of “Alternative Performance Indicators” (“APIs”). These APIs are (i) derived from historical results of Unieuro S.p.A. and are not intended to be
indicative of future performance, (ii) non-IFRS financial measures and, although derived from the Financial Statements, are unaudited and (iii) are not an alternative to financial measures
prepared in accordance with IFRS.

The APIs presented herein are Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income (loss) for the year, Adjusted levered free cash flow, Cash conversion index, Net financial debt,
Net financial debt to Adjusted EBITDA ratio, Leverage ratio.

In addition, this presentation includes certain measures that have been adjusted by us to present operating and financial performance net of any non-recurring events and non-core events. The
adjusted indicators are: Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income (loss) for the year, Adjusted levered free cash flow and Net financial debt to Adjusted EBITDA ratio.

In order to facilitate the understanding of our financial position and financial performance, this presentation contains other performance measures, such as Net working capital.

These measures are not indicative of our historical operating results, nor are they meant to be predictive of future results.

These measures are used by our management to monitor the underlying performance of our business and operations. Similarly entitled non-IFRS financial measures reported by other companies
may not be calculated in an identical manner, consequently our measures may not be consistent with similar measures used by other companies. Therefore, investors should not place undue
reliance on this data.

27
Profit & Loss
FY17 % FY16 %

Sales 1,660.5 1,557.2

Purchase of goods (1,295.4) (78.0%) (1,239.0) (79.6%)


Change in Inventory 5.2 0.3% 41.1 2.6%
Rental Costs (58.3) (3.5%) (59.0) (3.8%)
Marketing costs (51.6) (3.1%) (48.7) (3.1%)
Logistic costs (32.5) (2.0%) (30.2) (1.9%)
Other costs (54.2) (3.3%) (50.4) (3.2%)
Personnel costs (136.6) (8.2%) (134.0) (8.6%)

Other operating costs and income 1.0 0.1% 5.8 0.4%


EBITDA 38.1 2.3% 42.8 2.6%
Adjustements 17.6 1.1% 5.3 0.3%
Change in Business Model 9.7 0.6% 11.1 0.7%
Adjusted EBITDA 65.4 3.9% 59.1 3.8%
D&A (18.0) (1.1%) (18.7) (1.2%)
Financial Income 0.4 0.0% 0.3 0.0%
Financial Expenses (6.2) (0.4%) (7.2) (0.5%)
Taxes (2.7) (0.2%) (6.5) (0.4%)
Fiscal impact of non-recurring items (2.6) (0.2%) (1.3) (0.1%)
Adjusted Net Income 36.3 2.2% 25.7 1.6%
Adjustements (17.6) (1.1%) (5.3) (0.3%)
Change in Business Model (9.7) (0.6%) (11.1) (0.7%)
Fiscal impact of non-recurring items 2.6 0.2% 1.3 0.1%
Net Incom e 11.6 0.7% 10.6 0.6%
€m, unless otherwise stated

28
Profit & Loss Adjustments by P&L Line

2017 vs 2016 FY17 FY16 2017 vs 2016


FY17 Adjustments Adjustments Adjusted

Gross Profit 11.0 1.1 12.0


Change in Business M odel -- 9.7 (11.1) (1.3)
Gross profit including change in Business Model 11.0 10.8 (11.1) 10.7

Rental Costs 0.7 0.8 0.6 2.1


M arketing costs (2.9) 3.0 (2.9) (2.8)
Logistic costs (2.2) 0.0 -- (2.2)
Other costs (3.7) 10.3 (5.0) 1.6
Personnel costs (2.7) 4.7 (5.0) (3.0)
Other operating costs and income (4.9) (2.3) 6.9 (0.2)
Total Costs (15.6) 16.5 (5.3) (4.5)

Total (4.7) 27.3 (16.4) 6.2

€m, unless otherwise stated

29
Balance Sheet

(1) Current Tax Assets: Includes Current Tax Assets and Fiscal Consolidation Receivables
FY17 FY16
Trade Receivables 35.2 35.4
(2) Current Assets: Includes mainly Accrued Income related to rental costs, etc
Inventory 269.6 264.4
Trade Payables (334.5) (333.4)
(3) Current Liabilities
Operating Working Capital (29.8) (33.6)
FY17 FY16
Current Tax Assets (1) 8.0 8.1
Accrued expenses (mainly Extended Warranties) (88.7) (71.1)
Current Assets (2) 13.9 13.9 Personnel debt (28.2) (27.0)
Current Liabilities (3) (140.3) (113.2) VAT debt (15.7) (8.5)
Short Term Provisions (1.4) (2.6) Other (7.7) (6.6)
Net Working Capital (149.7) (127.4) Current Liabilities (140.3) (113.2)
Tangible and Intangible Assets 72.6 62.7
Net Deferred Tax Assets and Liabilities 29.1 28.6 (4) Other Long Term Assets and Liabilities
Goodwill 151.4 151.4 FY17 FY16
Deposits 2.1 2.0
Other Long Term Assets and Liabilities (4) (16.5) (16.0)
Deferred Benefit Obligation (TFR) (9.8) (10.2)
Total Invested Capital 86.9 99.4 Long Term Provision for Risks (7.2) (7.0)
Net financial Debt (2.0) (25.9) Store Loss Provision (0.6) (0.5)
Equity (85.0) (73.4) Other Provision (1.0) (0.3)
Total S ources (86.9) (99.4) Other Long Term Assets and Liabilities (16.5) (16.0)

€m, unless otherwise stated

30
Cash Flow Statement

FY17 FY16

EBITDA Reported 38.1 42.8


Taxes Paid - (4.2)
Interests Paid (4.9) (4.8)
Change in NWC 22.3 17.4
Change in Other Assets and Liabilities 1.1 3.5
Operating Cash Flow Reported 56.5 54.7

Capex (27.9) (27.5)

Levered Free Cash Flow 28.6 27.2


Adjustments 11.0 6.1
Adjusted Levered Free Cash Flow 39.7 33.3
Adjustments (11.0) (6.1)
Dividends (3.9) -
Other changes (0.8) (1.2)
Δ Net Financial Position 24.0 26.0

€m, unless otherwise stated

31
EBITDA To Adjusted EBITDA Reconciliation

FY17 FY16 '17 VS '16

EBITDA 38.1 42.8 (4.7)

IPO 6.1 - 6.1

Call options agreements 3.8 2.3 1.4

Stores opening - relocations - closing costs 3.3 3.7 (0.3)

Exceptional and Accidental Events 1.1 - 1.1

Web Site Relaunch 1.1 - 1.1

Other 2.2 (0.6) 2.9

Non-Recurring Item s 17.6 5.3 12.2

Extended w arranties adjustment 9.7 11.1 (1.3)

EBITDA Adjusted 65.4 59.1 6.2

€m, unless otherwise stated

32
Net Income To Adjusted Net Income Reconciliation

FY17 FY16 '17 VS '16

Net Incom e Reported 11.6 10.6 0.9

IPO 6.1 - 6.1

Call options agreement 3.8 2.3 1.4

Stores opening - relocations - closing costs 3.3 3.7 (0.3)

Exceptional and Accidental Events 1.1 - 1.1

Web site relaunch 1.1 - 1.1

Other 2.2 (0.6) 2.9

Non-Recurring Item s 17.6 5.3 12.2

Extended w arranties adjustment 9.7 11.1 (1.3)

Fiscal Impact of non-recurring items and extended


(2.6) (1.3) (1.2)
w arranties adjustment

Net Incom e Adjusted 36.3 25.7 10.6

€m, unless otherwise stated

33
Levered FCF To Adjusted Levered FCF Reconciliation

FY17 FY16

Levered Free Cash Flow 28.6 27.2

P&L non-recurring items 17.6 5.3


Stock Options (3.8) (2.3)
Exceptional and accidental events (Oderzo) (1.1) -
Non cash effects in provisions (0.6) 3.6
Fiscal Impact of non-recurring items (1.1) (0.5)
Subtotal Adjustments 11.0 6.1

Adjusted levered free cash flow 39.7 33.3


% of Adjusted EBITDA 60.6% 56.3%

€m, unless otherwise stated

34
Net Financial Position
FY17 FY16

Bilateral Facility - 0.0

Revolving Credit Facility - -

Short-Term Bank Debt - 0.0

Term Loan A 6.0 9.4

Term Loan B 13.3 13.3

Capex Facility 14.3 15.0

Financing Fees (1.8) (2.7)

Long-Term Bank Debt 31.8 35.0

Bank Debt 31.8 35.0

Shareholder's Loan - 20.4

Debt To other lenders


6.8 6.0

Other Financial Debt 6.8 26.4

Cash and Cash Equivalents (36.7) (35.4)

Net Financial Debt 2.0 25.9

€m, unless otherwise stated

35
INVESTOR CONTACTS

Italo Valenti
CFO & Investor Relations Officer

Andrea Moretti
Investor Relations Manager
+39 335 5301205
amoretti@unieuro.com

+39 0543 776769


investor.relations@unieuro.com

36
Annual Financial
Report
as at 28 February 2019
Annual Financial
Report
as at 28 February 2019
LEADERSHIP
IN PROGRESS
These pages tell a story of success through
evolution, that of Unieuro.

We took on a challenge with great passion to


become the number one in Italy and with extreme
pride today we declare our leadership in the
consumer electronics and household appliances
retail business.

Over the years we have won the hearts of millions


of customers who have grown at our side.
We are proud to be the leader in our field and we
know that this milestone is just the beginning.

This year our management team will present five


important achievements, fulfilled thanks to the
commitment and dedication of five thousand
people that make up a great and unified team
called Unieuro.

Our ambition is to continue to grow together


with you, our stakeholders. To do this we know
we must constantly look beyond all milestones
reached to date.

Let us continue evolving into tomorrow’s leaders.


CONTENTS
Annual Financial Report
as at 28 February 2019

Unieuro at a glance

Letter from the Chief Executive Officer to Shareholders 6

Corporate Bodies 10

Highlights 14

Values 20

History 24

Investor Relations 30
Annual Financial Report as at 28 February 2019 4 - 5

Director’s Report 35

Consolidated Financial Statements 151

Attestation of the Consolidated Financial Statements 261

Report of the Independent Auditors on the Consolidated

Financial Statements 262

Report of the Independent Auditors on the Consolidated

Non-Financial Statements 269

Separate Financial Statement 273

Attestation of the Separate Financial Statement 394

Report of the Independent Auditors on the Separate

Financial Statement 395

Report of the board of Statuory Auditors to “Unieuro

S.p.A.”’s Shareholders’ meeting 402


LETTER OF
THE CHIEF EXECUTIVE
OFFICER TO
SHAREHOLDERS
Dear Shareholders,

I like to remember that when, back in 2005, our growth path was first embarked
on, what was at the time Sgm Distribuzione posted turnover of around 300 million
euros, with twenty or so stores and a handful of franchisees. Territorial coverage
was limited to just a few regions in the central-north and we adhered to a purchasing
group, whose trademark we used. Our business was one of many, in a hyper-
fragmented market where the presence of e-commerce was basically symbolic.

Since then, fourteen years have passed, during which time the company has grown
relentlessly and regardless of the oscillations seen in the macroeconomic context,
thanks to the strength of a unique business model, the passion of our people and
a constant focus on external growth, marked by countless new store openings and
supported by a total of twelve acquisitions, the most important of which, in 2013,
transformed the company into the Unieuro it is today.

Crowning this route of growth and success, it gives me great satisfaction to submit
to you, on behalf of the Board of Directors and the whole of the management team,
this Group Annual Financial Report, which, for the first time ever, assigns Unieuro
the well-earned market leadership position: no longer purely in terms of the number
of sales outlets and profitability, but also turnover volumes, with revenues growing
by 12.3% up to 2.1 billion euros.

Unieuro has thus become Italy’s largest retailer of consumer electronics and
household electrical appliances, a role that is set to be further consolidated this
year, thanks to the full effect of recent acquisitions - including, first and foremost,
the twelve ex-Expert Sicilian stores, operative starting March 2019 - and the launch
into the segment of Large Retail, by means of the innovative partnership with the
Finiper Group.

What is even more important is Unieuro’s profitability, in a notoriously competitive


sector with limited margins: with Adjusted EBITDA standing at 73.6 million euros
and Adjusted Net Profit of 42.7 million, up respectively by 6.7% and 8.3%, the Group
has once again confirmed its capacity to compete profitably, overcoming structural
trends such as the increased penetration of on-line channels and the growing
importance of Black Friday in customer consumption habits.
At a glance 6 - 7

Once again, cash generation was excellent, with Adjusted Levered Free Cash Flow
of 68.7 million euros and able to finance investments - first and foremost the new
104 thousand square metre logistics platform opened in October in Piacenza - and
to distribute dividends and generate a significant surplus, which is reflected in a Net
Financial Position that is positive for 20.5 million euros at the end of the year.

These are results of which we are very proud indeed and that allow us, for the third
year running, to propose to the Shareholders’ Meeting that a dividend be paid, the
amount of which - in line with the current Dividend Policy - is up on that paid out
two years previous: 1.07 euros per share, making it a coupon return amongst the
highest of all listed companies in Italy.

Two years on from its April 2017 launch on the stock exchange, Unieuro has,
moreover, shown that it is well able and wishes to maintain the commitments
made to investors: from market consolidation to omnichannel investments, growth
in new business segments and rigid cost control, maximisation of cash flow and
remuneration of capital; the action taken has helped assure the credibility on which
all lasting success stories must be built.

This year, our commitment will be even stronger and focus as a priority on the
integration of the new Sicilian stores within the Unieuro network, in respect of the
business culture and values that have decreed the success of the sales outlets
purchased to date. We will also continue to monitor the market, in search of
new opportunities for growth and consolidation in the areas in which territorial
coverage is as yet insufficient, with a close eye on how the Large Retail segment
evolves. Above all, however, we will be concentrating on the business structures
and processes, with a view to strengthening them and adapting them to the
considerable dimensions now reached.

Leadership is a threshold but it is also a responsibility, just as is satisfying our


stakeholders. We strive with great passion, together with all Unieuro people, to
continue to deserve your trust and reinforce the credibility we have worked hard
to conquer.

08 May 2019 Giancarlo Nicosanti Monterastelli


Chief Executive Officer
Courage is needed to face
change before it engulfs you.
A strategy is needed to evolve
with success, along with ability
for execution that leads to
the desired results.
We at Unieuro have shown that we
have all it takes to be the consumer
electronics market leader in Italy:
courage, strategy and execution.
The road from market maker to
becoming a market leader has truly
been short.

Giancarlo Nicosanti Monterastelli


Chief Executive Officer & Chief Commercial Officer

OUR TURNOVER
At 2.1 billion euros, Unieuro has become the sector leader
in terms of total revenues.
CORPORATE BODIES

BOARD OF DIRECTORS

• Chairman of the Board of Directors Bernd Erich Beetz


• Chief Executive Officer Giancarlo Nicosanti Monterastelli
• Non-Executive Director Robert Frank Agostinelli
• Non-Executive Director Gianpiero Lenza
• Non-Executive Director Uwe-Ernst Bufe
• Independent Director Stefano Meloni
• Independent Director Marino Marin

CONTROL AND RISK COMMITTEE

• Non-Executive Director Gianpiero Lenza


• Director possessing the requirements of Marino Marin
independence indicated by the TUF and the
Corporate Governance Code
• Chairman of the Committee and Director Stefano Meloni
possessing the requirements of independence
indicated by the TUF (“Consolidated Finance
Law”) and the Corporate Governance Code

NOMINATIONS AND REMUNERATION COMMITTEE

• Non-Executive Director Gianpiero Lenza


• Director possessing the requirements of Marino Marin
independence indicated by the TUF and the
Corporate Governance Code
• Chairman of the Committee and Director Stefano Meloni
possessing the requirements of independence
indicated by the TUF (“Consolidated Finance
Law”) and the Corporate Governance Code
At a glance 10 - 11

RELATED PARTY TRANSACTIONS COMMITTEE

• Independent Director Marino Marin


• Independent Director Stefano Meloni

BOARD OF STATUTORY AUDITORS

• Chairman Maurizio Voza


• Statutory Auditor Giorgio Gavelli
• Statutory Auditor Luigi Capitani
• Alternate Auditor Sauro Garavini
• Alternate Auditor Giancarlo De Marchi

SUPERVISORY BODY

• Chairman Giorgio Rusticali


• Members: Chiara Tebano
Raffaella Folli

AUDIT COMPANY KPMG S.p.A.


For us at Unieuro, leadership
is based on a solid operational,
organisational, ethical, cooperative
and ambitious model. Today we are
recognised as market leader thanks
to the trust, goodwill and welcome
with which our stores and our sales
personnel inspire our clients.
Our attitude towards creating new
models and innovative solutions has
allowed us to attain significant success.
We constantly aspire to bettering
ourselves.
Luigi Fusco
Chief Operations Officer

OUR STORES
At 512 stores, Unieuro boasts the most capillary
network in the country.
HIGHLIGHTS

Product categories

GREY WHITE BROWN


Telephones, computers Major and small Televisions, audio
and photography domestic appliances, air devices and smart-TV
conditioning systems devices

OTHER PRODUCTS SERVICES


Consoles, video games, Delivery, installation,
DVDs and houseware warranty, consumer
credit

Sales Values in millions of Euros

2018/19 2,104.5
+12.3%
2017/18 1,873.8

237 275
Direct Operated Stores Affiliated Stores
At a glance 14 - 15

Revenues by channel Revenues by category

Retail: 70.2% 1,477.8 €m Grey: 47.2% 992.9 €m


Online: 11.6% 245.0 €m White: 26.1% 548.5 €m
Indirect: 11% 231.0 €m Brown: 17.5% 367.9 €m
B2B: 5.6% 117.1 €m Other products: 5.3% 110.6 €m
Travel: 1.6% 33.6 €m Services: 4% 84.5 €m

Founded in the late 1930s by Vittorio Silvestrini, Unieuro S.p.A. today leads the
distribution of consumer electronics and household appliances in Italy, with a distinctive,
very centralised business model and an omnichannel approach.

1937

Opening Centralisation Omnichannel Retail


of the first store
EBITDA adjusted Values in millions of Euros

2018/19 73.6
+6.7%
2017/18 68.9

Adjusted net income Values in millions of Euros

2018/19 42.7
+8.3%
2017/18 39.4

Net financial debt Values in millions of Euros

20.5
0

2018/19

0
+25 €m
2017/18
-4.5

Adjusted Levered Free Cash Flow Values in millions of Euros

2018/19 68.7
+3%
2017/18 66.7
At a glance 16 - 17

Net working capital Values in millions of Euros

2018/19 -234.6
+14.2%
2017/18 -205.4

VISION

The Company intends to continue


along its path of profitable growth
by increasing its market share in the
categories most valued by customers,
focusing on the importance of
customers and the opportunities
offered by its omnichannel approach.

MISSION

Thanks to the suitability and


accommodating nature of its
people, its extensive presence, its
broad product range, the capacity
to organise the items on offer in
an appealing, clear and significant
way, Unieuro is the retail brand
that knows how to combine the
requirements of the people of today
with the technological solutions of
tomorrow.
Our omni-channel strategic vision,
together with coherent narration
of our Brand and a strong inclination
towards innovation in terms of digital
transformation, allows us to anticipate
market trends and aim for a fulfilling
and knowledgeable leadership.
Customer centricity at Unieuro is not
just a goal, but also a competitive
advantage that allows us to improve
day by day, thanks to constant
satisfaction monitoring of those
who choose us.

Bruna Olivieri
Chief Omni-Channel Officer

OUR E-COMMERCE
At 245 million euros, Unieuro’s digital platforms
generate a leader turnover.
VALUES
We really put people at the heart of things.

PASSION PROXIMITY

In the desire to do, Both territorial and


grow, anticipate in understanding the
needs of customers,
always and exactly

1.8
million

of active
UnieuroCLUB customers

99% 4,708
Brand Awareness Employees
At a glance 20 - 21

EXPERIENCE COMMITMENT

The fruit of eighty In activities, in actions


years of history and and to the community
tradition

RESPONSIBILITY

Bringing technology to the service


of everyone’s life implies a deep
sense of responsibility and constant
commitment, which goes beyond
a simple mission. This is what
led Unieuro in 2016 to launch the
NoCyberbullying project, which,
amongst its many activities, includes
the #connectedhearts tour in the
theatres and schools, in collaboration
with the State Police Service. An
initiative that, since it first débuted,
has reached more than 30 cities
throughout Italy, informing and
raising the awareness of 40,000
young men and women over the
responsible and well-informed use of
smart phones, tablets and PCs.
Leadership is not just volume and
sales revenues. We have become the
market leader also because over the
years we have been able to generate
quality and consistently growing
economic and financial results.
Our rigorous approach to costs
and our far-sightedness in terms of
investments permit us to challenge
ourselves to grow every day.

Italo Valenti
Chief Financial Officer

OUR PROFITABILITY
Unieuro’s Adjusted Ebitda is 3.5% of revenues,
top of the sector.
HISTORY

Unieuro’s roots are based in the entrepreneurial history of the Silvestrini family, who, over
the course of the decades, has successfully assured gradual business growth, through
to the entrance of the private equity operator, Rhône Capital. Since then, the Company
has launched a path of external and internal growth which led to it reaching a national
leadership position.

The foundation
Vittorio Silvestrini opened the first store in Brisighella (Ravenna)
30’s - 50’s for the retail sales of gas ovens, wood-fired stoves, radios and
sewing machines. In 1958, the first retail and wholesale point
of sale was launched.

The generational change and the start of the path of growth


In 1973, Giuseppe and Maria Grazia Silvestrini took over the helm
70’s of the business from their father Vittorio. Between 1979 and 1980,
they launched an initial growth path through the establishment
of C.I.D.E.L. s.n.c. di Silvestrini Maria Grazia & C. which, in 1980,
became S.G.M. Distribuzione S.r.l. (the current Unieuro S.p.A.).

Consolidation
2000 S.G.M. Distribuzione S.r.l. joined Expert Italy S.p.A. Consortile,
- in a short time becoming one of the main members in
2001 terms of sale volumes. In 2001, the physical stores in
the chain, flaunting the Marco Polo-Expert brand, were
supported by e-commerce activity through the launch of
marcopoloshop.it, the website in Italy that pioneered the
omnichannel approach thanks to the in-store pick up service.

The admission of Rhône Capital


The international investment fund Rhône Capital II L.P.
2005 acquired the entire share capital of S.G.M. Distribuzione S.r.l.
with control later going to Venice Holdings S.r.l., invested in
by the Silvestrini family and management through a minority
shareholding.
At a glance 24 - 25

External growth
2007 S.G.M. Distribuzione signed a series of strategic acquisitions
- from several important players, which led to the chain
2012 quadrupling the number of points of sale managed directly,
going from 21 in 2006 to 81 in 2013.

The new Unieuro


2013 In October 2013, S.G.M. Distribuzione bought from Dixons -
- an English group active in the consumer electronics sector -
2014 100% of the then UniEuro, a chain of 94 points of sale located
throughout Italy and founded in 1967 in Alba, Piedmont.

The integration of UniEuro and S.G.M. Distribuzione, led to


the new Unieuro, as it is currently known. An intense path of
rationalisation of the business was launched which led to the
unification of the headquarters in the sole centre of Forlì and
of the centralised logistics hub in Piacenza.

In 2014, Unieuro abandoned the consortium Expert Italy S.p.A.


Consortile to focus on its own brand, already strong and with
a very good recognition at national level.

The expansion continues


2015 In 2015, Unieuro entered into a new market segment, travel
- retail, buying eight stores located in Milan and Rome airports
2016
from Dixons Travel S.r.l. The new e-commerce platform was
also launched with the complete restyling of the unieuro.it
website and the launch of the new app.
The acquisition of Monclick
In February, Unieuro signed an agreement for the acquisition
2017 of 100% of Monclick, one of the leading e-commerce operators
in Italy active in the market of consumer electronics and B2B2C
segment, thereby strengthening its online channel.

Admission to the stock exchange


On 4 April 2017, Unieuro shares made their début on the STAR
segment of the Mercato Telematico Azionario organised and
managed by Borsa Italiana S.p.A. through a placement aimed
at Italian and international institutional investors.

The acquisition of 41 new stores


Through three separate deals, Unieuro pursued its external
growth strategy, with the goal of increasing the coverage of the
network and taking advantage of the synergies gained from
the high degree of centralisation of the business model. The
acquisitions regarded 21 Andreoli/Euronics stores in southern
Lazio, Abruzzo and Molise, the flagship Edom/Trony store in
the Roman shopping centre Euroma2 and 19 Cerioni/Euronics
stores throughout Marche and Emilia Romagna.

The new ownership structure


With the sale of an additional 17.5% of the capital, the majority
shareholder Italian Electronics Holdings took the float to 52%
of the capital, before then proceeding the following month
with a spin-off that gave greater transparency to the Unieuro
control chain and particularly highlighted the involvement of
top management in the Company’s ownership.

The reorganisation of the lines of credit


Unieuro stipulated new credit facilities with a pool of banks, at
far better conditions, for a total of 190 million euros, completely
extinguishing the existing loans.
At a glance 26 - 27

Dimensional growth
In July, Unieuro announced the acquisition of a business unit
2018 from DPS Group S.r.l. in bankruptcy (“DPS”), composed of 8
former Trony stores located in the provinces of Milan, Imperia,
Padua, Potenza and Taranto. These included the Milan-based
flagship store at Milano San Babila. In October, new selective
growth actions took place, including the acquisition of 5 stores
from Galimberti/Euronics, thereby strengthening Unieuro in
the north-east.

The new Piacenza logistics hub


October saw the opening of the new 104,000 square metre
central distribution platform in Piacenza, efficient and
automated, it provides a starting point for a comprehensive
logistics strategy, intended to bring it even closer to end-users.

Entrance into Mass Merchandisers’ segment


In January, Unieuro officially signed an important innovative
2019 partnership agreement with the Finiper Group, which will lead
to the opening of 21 Unieuro by Iper shops-in-shops within
“Iper, La grande i” hypermarkets by end 2019. The Company
thus extended its market consolidation to include the Mass
Merchandisers’ segment.

Landing in Sicily
The second largest acquisition in the history of Unieuro
regarded 12 Sicilian stores belonging to Pistone S.p.A., one
of the most important member of the Expert buying group
operating in Italy. The transaction, which was announced in
January and finalised in March, marked Unieuro’s expansion
into Sicily, a densely populated region that was not yet
efficiently covered.

Market leadership
Already boasting the most extensive sales network, with the closure
of FY 2018/2019, Unieuro also achieved a leadership position in
terms of revenues, becoming to all intents and purposes the overall
leader in the distribution of consumer electronics and household
appliances in Italy.
We have guided the consolidation
process in the sector in Italy, reaching
the peak. We have been able
to assimilate and integrate multiple
company cultures and our innate
inclination to dialogue has allowed
us to grow, keeping our desire
to look beyond in order to obtain
the maximum alive. In this too
we are unique.

Andrea Scozzoli
Chief Development Officer

OUR STRATEGY
Thanks to 12 acquisitions over 12 years, Unieuro
is the indisputable consolidator in the Italian market.
Investor Relations
Main data as at 28 February 2019

Listing: Italian Stock Exchange, STAR Segment


Ticker: Borsa Italiana UNIR; Bloomberg UNIR:IM; Reuters UNIR.MI
ISIN: IT0005239881
Share Capital: Euro 4,000,000
No. of Shares: 20,000,000
Performance
since the IPO: -12.4%
FY 2017/18 dividend: Euro 1.00 per share
Absolute return since
the IPO: +21.8%
FY 2018/19 average
price: Euro 11.63
FY 2018/19 daily
average volumes: 62,839 shares
FY 2018/19 daily
average turnover: Euro 780,618
Specialist: Mediobanca S.p.A.
At a glance 30 - 31

SHARE PERFORMANCE

20

18

16

14

12

10

0
01. MAR. 2018

APR. 2018

MAY 2018

JUNE 2018

JULY 2018

AUG. 2018

SEPT. 2018

OCT. 2018

NOV. 2018

DEC. 2018

JAN. 2019

28. FEB. 2019


Unieuro share Ftse Star Index Volume = Dividend

OWNERSHIP STRUCTURE

Main shareholders as at 28 February 2019, according to available information, are:

Shareholder

Rhône Capital 33.8 %


(through Italian Electronics Holdings S.à.r.l.)1

Dixons Carphone plc. (through Alfa S.r.l.)1 7.2 %

Some shareholders linked to Silvestrini 5.1 %


family2

Amundi A.M.1 5%

Some top-managers of Unieuro2 1.8 %

Free float 47.1 %

Source: Consob
1

According to the Shareholders’ Register at 12 June 2018


2
WE WILL
KEEP ON TALKING
ABOUT GROWTH
Unieuro’s winning strategy has allowed it to
become the leader in consumer electronics and
household appliances distribution.

In these pages Giancarlo, Luigi, Bruna, Italo and


Andrea have told the story of just five of the
concrete milestones that make the five thousand
people at Unieuro a unique team with a shared
vision.

Step by step we continue to grow in order


to celebrate with you the next phases of our
evolution.

We are not stopping now. What about you?


DIRECTOR’S
REPORT
INDEX
Director’s Report

1. Introduction 38

2. Procedural note 40

3. Accounting policies 41

4. Profile of the Unieuro Group 44

5. Strategy and business model 46

a. Local presence 46

b. Maximising the customer experience 47

c. Retail Mix 47

6. Market performance 49

7. Group operating and financial results 53

7.1 Consolidated revenues 53

7.1.1 Consolidated revenues by channel 53

7.1.2 Consolidated revenues by category 54

7.2 Consolidated operating profit 57

7.3 Non-recurring income and expenses 60

7.4 Net income 62

7.5 Cash flows 64

7.5.1 Consolidated Adjusted Levered Free Cash Flow 64

8. Statement of financial position 67

9. Performance of Unieuro 71
Director’s Report 36 - 37

10. Reconciliation statement of shareholders’ equity and net

result of the parent company with shareholders’ equity

and net result pertaining to the group 73

11. Investments 74

12. Corporate governance and ownership structures 75

13. Information on related-party transactions and

non-recurring, atypical or unusual transactions 76

14. Information on corporate bodies 82

14.1 Stock option plans 82

14.2 Treasury shares and holding Unieuro shares 84

15. Staff-related information 85

16. Management and coordination activities 87

17. The main risks and uncertainties to which the Group is exposed 88

17.1 Strategic and operational risks 88

17.2 Financial risks 90

17.3 Legal and non-compliance risks 91

18. Significant events during and after the year 93

19. Foreseeable operating evolution 98

20. Consolidated non-financial statement of the Unieuro Group 99


1. INTRODUCTION
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017.

The company Unieuro S.p.A. (hereinafter referred to as the "Company" or “Unieuro” or


"UE") is a company under Italian law with registered office in Forlì in Via V.G. Schiaparelli
31, established in the late 1930s by Vittorio Silvestrini. Unieuro is today the largest Italian
chain of consumer electronics and appliances by number of sales outlets, and it operates
as an integrated omnichannel distributor in four major product segments: Grey (telephone
systems, computers and photos), White (large and small appliances), Brown (consumer
electronics and media storage), Other Products (consoles, video games, bicycles) and
Services offering parallel ancillary services such as delivery and installation, extended
warranties and consumer financing.

The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned
by Unieuro, is a company under Italian law with its registered office in Vimercate at Via
Energy Park 22, which sells online I.T., electronic, telephone products and appliances in
Italy through its website www.monclick.it, offering a catalogue with over 70,000 items
and guaranteeing a comprehensive purchasing experience completed through the home
delivery and installation of the chosen product. It also operates in the segment known as
B2B2C, where the customers are operators which need to purchase electronic products
to distribute to their regular customers or employees to accumulate points or participate
in competitions or incentive plans.

The Group's mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a
strategic approach focusing on accessibility, a local presence and nearness.

Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.

On the basis of information available as at the date of the Annual Financial Report,
Unieuro's major shareholders, through Monte Paschi Fiduciaria S.p.A., are Italian Electronics
Holdings S.à.r.l.1 (accounting for the funds managed by Rhone Capital) with 33.8% and
Alfa S.r.l. 1 (Dixons Carphone plc) with 7.2%. Some shareholders that can be traced to the
Silvestrini family2 hold 5.1%, the asset management company Amundi Asset Management1
has 5% of the capital of Unieuro, and, finally, some top managers of Unieuro2 jointly hold
1.8%.

1
Source: Consob, relevant shareholders Unieuro S.p.A..
2
Source: re-processing of the results of the register of shareholders as at 12 June 2018.
Director’s Report 38 - 39

Please note that 28 November 2018 marked an end to the Shareholder Agreement
regarding Unieuro S.p.A., as stipulated on 10 December 2016, as subsequently amended,
by and between Italian Electronics Holdings S.à.r.l., Alfa S.r.l., Alexander S.r.l., Victor S.r.l,
GNM Investimenti S.r.l., Giufra S.r.l., Gami S.r.l., MT Invest S.r.l. and Theta S.r.l., with reference
to the shares held in the Company’s share capital. On 09 January 2019, the agreeing
shareholders agreed to confirm some of the provisions of said shareholder agreement
through the stipulation of a new shareholder agreement, which ended on 31 January 2019.

As at the date of the Annual Financial Report, Italian Electronics Holding S. à r.l., in light of
the current shareholding structure it is therefore the relative majority shareholder.
2. PROCEDURAL NOTE
Below in this Directors’ Report on operations is information on consolidated revenues,
consolidated profitability and balance sheet and cash flows of the Unieuro Group as
at 28 February 2019 compared with the figures of the previous financial year ended 28
February 2018.

Unless otherwise indicated, all amounts are stated in millions of Euros. Amounts and
percentages were calculated on amounts in thousands of Euros and, thus, any differences
found in certain tables are due to rounding.
Director’s Report 40 - 41

3. ACCOUNTING POLICIES
This Annual Financial Report as at 28 February 2019 was prepared in compliance with
the provisions of Article 154 ter, paragraph 5 of Legislative Decree 58/98 - the T.U.F. - as
subsequently amended and supplemented in compliance with Article 2.2.3 of the Stock
Exchange Regulations.

The accounting standards used by the Group are the International Financial Reporting
Standards endorsed by the European Union (“IFRS”) and the application of Legislative
Decree 38/2005 and other CONSOB provisions on financial statements, in accordance
with the amortized cost criterion (with the exception of derivative financial instruments
valued at current value) as well as the assumption of business continuity.

The accounting standards and criteria adopted are the same as applied in previous years,
with the exception of the new standards and/or supplements. The Group applied IFRS
15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
March 2018). Therefore, the information relating to the comparison period have not been
restated, namely they are presented in accordance with IAS 18, IAS 11 and the related
interpretations. The other new standards which came into force from 1 March 2018 have
not had a significant effect on the Group's Consolidated Financial Statements. For more
details, please refer to Note 2.7.1 Changes to the accounting standards of the Consolidated
financial statements as at 28 February 2019.

To facilitate the understanding of the Group’s economic and financial progress, some
Alternative Performance Indicators (“APIs”) are indicated. For a correct interpretation
of the APIs, note the following: (i) these indicators are constructed exclusively from
the Group’s historical data and are not indicative of future trends, (ii) the APIs are not
provided for by the IFRS and, despite being derived from the consolidated financial
statements are not subject to audit, (iii) the APIs should not be regarded as substitutes
for the indicators provided for in the International Financial Reporting Standards (IFRS),
(iv) the interpretation of these APIs should be carried out together with that of the
Group’s financial information drawn from the Consolidated Financial Statements; (v)
the definitions and criteria adopted for the determination of the indicators used by the
Group, since they do not derive from the reference accounting standards, may not be
homogeneous with those adopted by other companies or groups and, therefore, may not
be comparable with those potentially presented by such entities, and (vi) the APIs used by
the Group are prepared with continuity and homogeneity of definition and representation
for all the financial years for which information is included in the Consolidated Financial
Statements.

The APIs reported (adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for
the period, net working capital, adjusted levered free cash flow, net financial debt and net
financial debt/adjusted EBITDA) have not been identified as IFRS accounting measures,
and thus, as noted above, they must not be considered as alternative measures to those
provided in the Group's consolidated financial statements to assess their operating
performance and related financial position.
Certain indicators are referred to as “Adjusted”, to represent the Group’s management and
financial performance, net of non-recurring events, non-characteristic events and events
related to extraordinary transactions, as identified by Group. The Adjusted indicators shown
consist of: Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Consolidated
Adjusted profit (loss) for the year, Consolidated Adjusted Levered Free Cash Flow and Net
financial debt/Consolidated Adjusted EBITDA. These indicators reflect the main operating
and financial measures adjusted for non-recurring income and expenses that are not strictly
related to the core business and operations, and for the effect from the change in the business
model for extended warranty services (as more fully described below in the API “Consolidated
Adjusted EBITDA”), and thus, they make it possible to analyse the Group’s performance in a
more standardised manner in the periods reported in the Interim Directors' Report.

Main financial and operating indicators3

Year ended

(Amounts in millions of Euros) 28 February 2019 28 February 2018

Operating indicators

Consolidated revenues4 2,104.5 1,873.8

Consolidated Adjusted EBITDA 5


73.6 68.9

Consolidated Adjusted EBITDA margin 6 3.5% 3.7%

Consolidated profit (loss) for the year 28.9 11.0

Adjusted Consolidated Profit (Loss) for the year7 42.7 39.4

Indicators from statement of financial position

Net working capital (234.6) (205.4)

Net financial debt 20.5 (4.5)

Net financial debt/Consolidated Adjusted LTM EBITDA8 (0.28)x 0.07x

Cash flows

Consolidated Adjusted Levered Free Cash Flow9 68.7 66.7

Investments for the year (37.7) (57.1)

3
Adjusted indicators are not identified as accounting measures in the IFRS, and thus should not be considered as
alternative measures for assessing the Group’s results. Since the composition of these indicators is not governed by
established accounting standards, the calculation criterion applied by the Group might not be the same as that used by
other companies or with any criterion the Group might use or create in the future, which therefore will not be comparable.
4
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
March 2018). Therefore, the information relating to the comparison period have not been restated, namely they are
presented in accordance with IAS 18, IAS 11 and the related interpretations. For more details, please refer to Note
2.7.1 Changes to the accounting standards of the Consolidated financial statements as at 28 February 2019.
5
Consolidated Adjusted EBITDA is Consolidated EBITDA adjusted (i) for non-recurring expenses/(income) and (ii)
the impact from the adjustment of revenues for extended warranty services net of related estimated future costs
to provide the assistance service, as a result of the change in the business model for directly managed assistance
services. See paragraph 7.2 for additional details.
6
The Consolidated Adjusted Margin is the ratio of Consolidated Adjusted EBITDA to revenues.
7
The Adjusted Consolidated Result for the year is calculated as the Consolidated Profit (Loss) for the year
adjusted by (i) the adjustments incorporated in the Consolidated Adjusted EBITDA, (ii) the adjustments of the
non-recurring depreciation, amortisation and write downs, (iii) the adjustments of the non-recurring financial
expenses/(income) and (iv) the theoretical tax impact of these adjustments.
8
In order to guarantee the comparability of the Net financial debt/Adjusted Consolidated LTM EBITDA indicator
the Adjusted Consolidated EBITDA figure for the last twelve months was taken into consideration.
9
Consolidated adjusted levered free cash flow is defined as cash flow generated/absorbed by operating activities
net of investment activities adjusted for non-recurring investments and other non-recurring operating flows and
including adjustments for non-recurring expenses (income) and net of their non-cash component and the related
tax impact. See paragraph 7.5 for additional details.
Director’s Report 42 - 43

Year ended

(Amounts in millions of Euros) 28 February 2019 28 February 2018

Operating indicators for the year

Like-for-like growth (as a %)10 4.9% 2.7%

Direct points of sale (number) 237 225

of which Pick Up Points 11


227 214

Affiliated points of sale (number) 275 272

of which Pick Up Points11 158 181

Total area of direct points of sale (in square metres) about 345,000 about 333,000

Sales density (Euros per square metre)


12
4,703 4,659

Full-time-equivalent employees (number)


13
4,148 4,018

10
Like growth in revenues: method of comparison of sales for the year ended 28 February 2019 with those
of the year ended as at 28 February 2018 on the basis of a homogeneous business scope, given by the
retail and travel stores that have been operational for at least an entire financial year at the closing date of
the reference period, net of the sales outlets that had experienced significant operative discontinuity (e.g.
temporary closures and major refurbishments) as well as the entire on-line channel. In order to provide
a clearer representation, the method for calculating like-for-like KPIs was recalculated, starting from the
Consolidated Interim Financial Report as at 31 August 2018, based on the methodology adopted by the
main reference market players.
11
Physical pick-up points for customer orders using the online channel.
12
This indicator is obtained from the ratio of annual sales generated by direct points of sale to the total area
devoted to sales in all direct points of sale.
13
Average annual number of full-time-equivalent employees.
4. PROFILE OF THE
UNIEURO GROUP
The Unieuro Group (hereinafter also referred to as the “Group” or “Unieuro” or “UE”) is a
leader in the distribution of consumer electronics and electrical household appliances in
Italy, considering the revenues booked for 2.1 billion euros in the financial year ended on
28 February 2019. It was established following the acquisition by Unieuro S.p.A. of the
entire share capital of Monclick S.r.l., consolidated from 1 June 2017.

Unieuro S.p.A. (hereinafter also referred to as the “Company”), with registered office in
Forlì, was established in the late 1930s by Vittorio Silvetrini and operates as an integrated
omnichannel distributor in four main product categories: Grey (telephone systems,
computers and related accessories), White (large and small appliances and climate
control), Brown (televisions, audio devices and memory storage systems), Other Products
(consoles, video games, bicycles) and Services offering parallel ancillary services such as
delivery and installation, extended warranties and consumer financing.

Monclick S.r.l. (hereinafter also “Monclick”), with registered office in Vimercate (MB) sells
IT, electronic and telephone system products and appliances online in Italy through its
website www.monclick.it, offering a catalogue with over 70,000 items and guaranteeing
a comprehensive purchasing experience, completed through the home delivery and
installation of the chosen product. Through the segment known as Business to Business
to Consumer (B2B2C), Monclick also operates in the segment dedicated to operators
which need to purchase electronic products to distribute to their regular customers or
employees to accumulate points or participate in competitions or incentive plans.

The Group's mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a
strategic approach focusing on accessibility, a local presence and nearness.

Unieuro adopts an omnichannel approach for this, placing a variety of integrated


purchasing methods at the disposal of customers in order to accommodate increasingly
destructured and personal purchasing processes. In addition to the extensive distribution
network, which, as at 28 February 2019, numbered 512 sales outlets including 237 direct14
and 275 franchisees15, Unieuro has an online channel operating through the digital
platform unieuro.it - which allows customers to order products and opt for home delivery
or collection at a direct sales outlet of branch – and the e-tailer Monclick. The products are
completed by the B2B channel, targeting professional domestic and foreign customers
that operate in industries other than those where Unieuro operates, such as banks and
hotel chains, including the B2B2C segment.

14
Including the travel channel, comprising directly operated stores at the main public transport hubs, such as
airports, railway and underground train stations.
15
Including the Unieuro shop-in-shops by Iper, through which, in 2018, Unieuro launched into the Large Retail
segment.
Director’s Report 44 - 45

Unieuro S.p.A. operates using the same name brand, which was adopted in 2014 and
revitalised with a new graphic identity and new positioning and which reached a 99%
brand awareness level also thanks to the unique and memorable pay-off, “Batte. Forte.
Sempre”.

Buoyed by a distinctly centralised business model which is a distinctive element in the


Italian scenario, Unieuro S.p.A. has unique headquarters in Forlì and a single logistics
centre measuring 104,000 square metres in Piacenza, opened in October 2018 and at the
service of all the sales channels, as well as the subsidiary Monclick.

As at 28 February 2019, the Group numbered a workforce of approximately 4,700


employees.

Since April 2017, Unieuro's shares have been listed on the STAR segment of the Milan
Stock Exchange, with a free float equal to 52% of the Company's share capital.
5. STRATEGY
AND BUSINESS MODEL
The financial year ended 28 February 2019 saw the strengthening of the Group's
Omnichannel strategy. In this year, the focus was also on the profitable growth of the
business, increasing the market share in product categories supporting market trends
and developing the key importance of customers thanks to the opportunities offered by
the Omnichannel approach.

By leveraging its unique assets, the Group is seen as a natural consumer electronics
market consolidator due in part to a process of focusing on strategic priorities, the pillars
of which still are:

• Local presence
• Maximising the customer experience
• Retail mix

a. Local presence
The Group recognises that it is witnessing a structural change in the market and shopping
habits of consumers. In fact, there is a paradigm shift going on in the market: the Internet
enhances customer awareness in terms of product knowledge, opens new opportunities
for streamlining the process of obtaining information and the shopping process, and it
is actually changing the relationship between customers and manufacturers, but also
between customers and retailers.

In this changing market environment, being close to customers becomes a strategic


factor in order to ensure better coverage of contact touchpoints.

The purpose of the process of developing a network of direct and indirect points of sale
is to achieve market penetration in areas currently not covered and also to enhance the
brand's image, including through the development of differentiated formats that promote
the aspect of providing local stores.

Unieuro’s widespread physical network has therefore become a fundamental asset in


the omnichannel context, making it effectively possible to offer its customers the option
of ordering products at www.unieuro.it and picking up products at the closest physical
point of sale.

A factor facilitating the omnichannel strategy is a flexible, scalable centralised logistics


process as well as the high recognition and popularity of the Unieuro brand.
Director’s Report 46 - 47

b. Maximising the customer experience


In this new market environment, it is essential to maintain the various touchpoints of
interaction with customers to create a competitive advantage based on solutions aimed
at satisfying the needs of consumers who are able to take advantage of the integration
of channels and support it.

A structured process of gathering feedback from customers is used to set the direction of
change and optimise the various touchpoints. Through the establishment of new customer
satisfaction and data analysis metrics, customers are driving the ongoing improvement
process and positioning the company as a leader in the customer experience in the retail
segment.

In this context, the Unieuro Group has developed a scalable layout of its point of sale that
can be adapted to various available structures (from a nearby store to a megastore) and
that facilitates the path followed by the customer in the store giving him/her easy access
to key products and creating areas to handle products in order to compare them.

The Unieuro Group’s commitment to spread this efficient and unique layout is also
reflected in the work programme for stores that each year includes the remodelling and
relocation of its points of sale to maintain their popularity.

Points of sale have taken on a new role with a high emphasis on testing activities, and
they have become a place where the vertical product skills of the sales staff can be
leveraged to provide purchase recommendations.

The process of developing the e-commerce division has in fact leveraged the concept of
a flexible approach to using media and various touchpoints involving the affirmation of
several devices in the process of searching for information and closing the purchase. The
restructuring of the communications strategy involving the revamped site and the new
App made it possible to optimise sales performance.

This development process is accompanied by measures aimed at fostering the


digitalisation of stores through plans for the convergence of physical and digital stores
and the implementation of new online communication tools.

The strong trust built with its customer base is reflected in the high number of members
in the UnieuroClub loyalty programme, which has also made it possible to support the
personalisation of the strategy to sign up customers.

c. Retail mix
The Unieuro Group is able to offer its customers a broad range of appliances and
consumer electronics goods and is one of the leading operators with points of sale in
terms of the breadth and completeness of products offered to customers. The proven
experience in buying processes together with a natural market concentration process
also made it possible during the year to enhance procurement planning procedures,
adopt a supplier selection process and implement the necessary controls to ensure the
ongoing verification of product performance and the service offered. On the one hand,
this has made it possible to strengthen the long-term relationship with vendors, who see
the Group as a reliable strategic partner capable of marketing their products and on the
other hand to:

• continue to optimise product assortment, pricing policies and promotions to enhance


synergies between channels in order to encourage the further strengthening of the
brand including through exclusive agreements with suppliers;
• focus growth on product lines in merchandise categories supporting market trends
allowing for an increase in its share;
• expand the availability of additional services currently offered to customers (e.g.
installation and set-up services, extended warranty services, consumer credit services
and the signing of phone contracts) to increasingly augment customer satisfaction.

The diversification of the distribution structure and the business model as a function
of the customer base (direct or indirect point of sale, local stores or megastores) is
also emphasized by diversifying assortment. The product range is specialised on the
basis of the store structure; for example, travel points of sale have a greater focus on
telephone systems and accessories. Over the years, Unieuro has been able to select a
mix of points of sale suited to its various customer bases, and it will continue to carefully
select distribution structures, and from time to time will assess the distribution structure
most suitable for specific locations.
Director’s Report 48 - 49

6. MARKET PERFORMANCE16
Recent years have featured profound transformation processes - both at an economic
and social level - which have had a strong impact on the structure of demand and supply
of consumer goods markets in Italy. New consumer processes are in contrast to the
new distribution paradigms altering not only the role of the consumer but also their
relationship with brands and retailers.

Changes above all involved the durable goods sector, specifically the consumer electronics
and household appliances segment. The consumer is increasingly aware, attentive,
selective, informed and consent, meaning that the on-line audience, in January 2019, the
online audience comprised 42 million one-time users, reaching a share of around 70.2%
of the Italian population from age 2 upwards17. On an average day 64.7% of Italians (aged
18-74) browsed on smartphones, 18.9% (+2 years) on PCs and 10.7% on tablets (18-74
years)17.

The mobile channel is the means that demonstrates the pervasiveness of the Internet in
the lives of Italians. Experienced as a unique instrument for browsing, it makes it possible
to enjoy contents and create them at the same time, to obtain information and provide
information on products and services, to create new touchpoints to be influenced by and
influencing them at the same time.

It is the complexity and diversity of customer journeys that induce a radical change in the
structure of supply as well. E-commerce which is increasingly directed at physical products
rather than services, touches all commodity categories from publishing to clothing, from
furniture to food and grocery through to consumer electronics. Mobile commerce has
grown the most (+40%18) while regular web shoppers generate turnover equal to 92%18 of
overall internet traffic. Supply and Distribution channels of goods and services therefore
evolve directed towards substance, transparency and integration between physical and
online channels to be able to offer an omnichannel, customer centric experience. The
ideal journey of a customer towards a product or a service is made up of contamination
and addresses multiple suggestions in which the contact channels are integrated and
react to a customer who these days is always on.

16
The data relating to the market were prepared by the Group management based on data available as of 28
February 2019.
17
Source: Audiweb data January 2019.
18
Source: Politecnico Osservatorio E-Commerce B2C.
The fragmented nature of the purchasing process is reflected in the structure of operators
in both supply sectors (on- and off-line). If on-line sales are concentrated on the top
20 merchants (retailers and pure online players) which handle 72% of online sales18 , in
the off-line sector small operators (electrical specialists) are penalised and Purchasing
Groups whose shareholders suffer the reduced entrepreneurial size the prevents them
from withstanding the competitiveness of the sector and taking full advantage of the
opportunities of the multichannel system. Therefore it is the big businesses that continue
to dominate the field of consumer electronics through the integration of processes and
the development of new customer services, in an omnichannel approach.

For the sake of completeness, below is a summary table below listing the main market
players, segmented into homogeneous categories:

CHANNEL OVERVIEW
• Multi-category retailers, large volumes
• Consumer electronics products not necessarily core business
MASS RETAILERS
• Hypermarkets, supermarkets, other mass market retailers,
multi-categories stores, Internet “pure players”
• Consumer electronics are core business
• Large store format (average size > 800sqm, sales per store
TECH SUPERSTORES
> €2.5 m)
• Mostly large consumer electronics retail chains
• Consumer electronics are core business
• Small store format
ELECTRICAL SPECIALISTS
• Mostly independent local players, sometimes affiliated
to consumer electronics retail chains or to buying groups
• Focused on telecommunication products
TELECOM SPECIALISTS • Large majority offer products associated
with telecommunication services
• Mostly IT specialists; additional categories relate
to entertainment and photography specialists
OTHER SPECIALISTS
• Small store formats, tipically in city centres
• Players focused on a single or few categories only

FY 2018/19 closed with growth of +3.0% in the consumer market. It was the online sector
that led performance with growth of +18.8% thereby bringing its incidence to around
14.8% (up 2 percentage points on last year) offsetting the lesser growth recorded in
the off-line sector (+0.6%). The sector most affected by the fall in revenues (-2.9%) is
Electrical Specialists, while Tech Superstores made a positive contribution to the market
with a growth rate of +3.8%19.

As regards the trends relative to the individual product categories, we note the recovery
of White (+3.9%), mainly due to the on-line channel and, in particular, the Black Friday
effect, recovering the negative performance booked for the first half. Small (+6.1%) and
major (+4.1%) domestic appliances contributed towards the category performance.

18
Source: Politecnico Osservatorio E-Commerce B2C.
19
The data relating to the market were prepared by the Group management based on data available as of 28
February 2019.
Director’s Report 50 - 51

With regard to Brown goods, the market became essentially stable once again following
the fall recorded in the previous year (-0.5%). Televisions made the greatest contribution
to growth in the first half-year thanks to the greater penetration of high-end products
increasingly larger in terms of screen size. The online sector was particularly lively.

For Grey goods (+3.4%) it was the telephone systems sector that was the major
contributor to growth. This was mainly attributable to the results of smartphones which
led the performance of the entire sector positioning itself in the medium-high price range.
In IT, the segment grows by +2.5% on last year, thanks to the performance of the on-line
segment.

Telephone systems was confirmed as the main sector in terms of importance with a value
trend exceeding +4.8%. The main producers of telephone systems, taking advantage
of demand for smartphones which was essentially inelastic, focused increasingly on
launching high-end models with a positive effect on the average market price. Also note
the increase in e-commerce penetration where a volume effect was also recorded over
the total value of the Telecom market.

Despite the great uncertainty seen once again, the Unieuro Group has successfully
expressed its strength in all supply segments and redefined the competitive arena of the
market, thereby achieving a leadership position, not only in terms of the number of sales
outlets and profitability, but also in respect of business volumes.

The exceptional result achieved during the period is due not only to sales that outperformed
average market growth rates on both channels - both on-line and off-line - but also
thanks to the Group’s focus on the strategic pillars of the business plan:
• expansion of the sales network through organic growth and external lines, for a positive
net balance of 12 new stores with respect to 28 February 2018;
• the launch into new market segments, in particular Large Retail, thanks to the partnership
stipulated with Finiper for the opening of Unieuro shops-in-shops by Iper, which has
strengthened the network with 14 new franchised stores;
• the continuation of investment projects in crucial areas, including logistics (as shown
by the 12 October 2018 opening of the new central Piacenza hub) and the digital
transformation of the company;
• the focus on processes from an omnichannel viewpoint and on customer centrality
(NPS20 of 43, improving by three points on the same period of last year) in a mobile first
logic;
• the strengthening of its competitive positioning in the on-line segment, thanks to the
competitiveness of the Group’s e-commerce platforms.

The Net Promoter Score (NPS) is an indicator of customer experience, based on customer surveys using a
20

single question: “How likely would you recommend Unieuro to a friend or colleague?”. The assumed value of
the NPS ranges from -100 (in the case of all customers being brand detractors) to +100 (in the opposite case,
all customers are brand promoters). In view of its nature, NPS also assumes a predictive value with reference
to the future development of the business.
In the off-line channel the group recorded a performance of +11.2%, a result which is even
more significant if one takes into account the limited growth recorded on the market
(+0.6%). In the online segment, the competitive advantage deriving from the availability
of pic-up-points - the result of the omnichannel strategy adopted by Unieuro - and
constant investment in terms of new Unieuro.it platform functionalities enabled the Group
to achieve growth of +34.1%, i.e. almost double the growth rate of the market (+18.8%).
Also note the growing contribution of the mobile components, both Apps and Browsing.

Driving the over performance in both sales channels were all product categories from
White goods21 (+11.4%) to Grey goods21 (+15.4%) to Brown goods21 (+13.3%). It is in the
last sector which, in spite of competitive internet pressure, the Unieuro Group recorded
growth which went totally against market trends.

On-line, the overperformance in all categories is even more evident: White goods21 +31.7%;
Brown goods21 +19.7%, Grey goods21 +44.4%.

21
The growth figures by category and by individual channel for the Unieuro Group only involve the Consumer
segment excluding Services, B2B, Entertainment, products outside of the scope of consumer electronics and also
include Travel sales to make them comparable with market data which excludes these components.
Director’s Report 52 - 53

7. GROUP OPERATING
AND FINANCIAL RESULTS
7.1 Consolidated revenues22

In the year ended 28 February 2019, the Unieuro Group booked Revenues of Euro 2,104.5
million, up 12.3% on the Euro 1,873.8 recorded the previous year, making for an increase
of Euro 230.7 million.

The dynamic of revenues benefited from both external and internal growth actions and
the favourable performance of the second half of the year, marked by a truly excellent
Black Friday and a very positive Christmas season.

The contribution made by acquisitions made during the year in question and the previous
year, impacted positively for Euro 132.6 million, thanks to the different business scope as
a consequence of the opening of 8 ex-Cerioni/Euronics stores between December 2017
and January 2018 and the opening of 14 new sales outlets starting September 2018, as
a result of the purchase of the ex-DS/Trony and ex-Galimberti/Euronics business units.

The leap made in the on-line business and the partnership stipulated with Finiper, which
marked Unieuro’s launch into Large Retail further strengthened the positive trend seen
in revenues.

The evolution of like-for-like revenues23 - i.e. the comparison of sales with those of last
year on the basis of a homogeneous business scope - is positive for +4.9%. Excluding
from analysis sales points near the new stores that had been opened in the meantime,
and which did not therefore come under the scope of like-for-like, like-for-like sales record
even stronger growth at 6.9%.

22
From 1 March 2018, the Unieuro Group applied IFRS 15 retroactively with the cumulative effect at the date of the
first time adoption (i.e. 1 March 2018). Therefore, the information relating to the comparison period have not been
restated, namely they are presented in accordance with IAS 18, IAS 11 and the related interpretations. For more
details, please refer to Note 2.7.1 “Changes to the accounting standards” of the Consolidated financial statements.
23
Starting from the first half closed on 31 August 2018, the methods used to calculate like-for-like revenues were
adjusted on the basis of the method adopted by the main reference market players, with the aim of offering a better
representation of the business performance on equal scope. Like-for-like growth in revenues is now calculated
including: (i) retail and travel stores that have been operative for at least an entire financial year at the closing
date of the reference period, net of the sales outlets that had experienced significant operative discontinuity (e.g.
temporary closures and major refurbishments) and (ii) the entire on-line channel. The previous method used to
calculate like-for-like revenues did not fully include the on-line channel.
7.1.1 Consolidated revenues by channel

Year ended Changes


(In millions of Euro and as
a percentage of revenues) 28 February 2019 % 28 February 201824 % s %

Retail 1,477.8 70.2% 1,327.9 70.9% 149.9 11.3%

Online 245.0 11.6% 185.0 9.9% 60.1 32.5%

Indiretto 231.0 11.0% 209.0 11.2% 22.0 10.5%

B2B 117.1 5.6% 128.4 6.9% (11.3) (8.8%)

Travel 33.6 1.6% 23.6 1.3% 10.0 42.6%


Total revenues by
channel 2,104.5 100.0% 1,873.8 100.0% 230.7 12.3%

The Retail channel books a rise in sales of 11.3% to Euro 1,477.8 million, mainly as a result of
the increase in the number of stores (+11 sales outlets on 28 February 2018) and the good
performance of the sales network on equal scope, driven in particular by smartphones,
TV and the vacuum segment.

The consolidated revenues of the Online channel stand at Euro 245.0 million, growth
of 32.5% compared with euro 185.0 million in the same period of the previous year. For
the first time, the second contributor to total revenues of the Unieuro Group, booking
growth of Euro 60.1 million on last year. Net of the contribution made by the subsidiary
Monclick S.r.l., whose contribution in terms of turnover to the channel was Euro 46.3
million, the organic growth of the digital business of the Unieuro Group came to 30.8%,
two figures for the fourth year running. The reasons behind the success, both in absolute
value and market share, lie in the Group’s omnichannel strategy, which assigns the
physical sales outlet the valuable role of pick-up point, to the benefit of web customers.
The continuous innovation, linked to the continuous release of new platform functions
and improvements, the attention paid to contents and the effectiveness of the digital
communication campaigns have further strengthened the competitive advantage.

The Indirect channel25 (previously referred to as the Wholesale channel), which includes
turnover made with respect to the network of affiliated stores and revenues produced
in the large-scale retail chain, through partnerships with major industry operators, for
a total of 275 sales outlets, recorded revenues of Euro 231.0 million, up 10.5% on the
Euro 209.0 million booked the previous financial year. Growth was driven by the Large
Retail segment, with the opening of the first 14 Unieuro shops-in-shops by Iper in Iper, La
grande i hypermarkets, under the scope of the partnership that was made official last 10
January 2019.

24
For the purpose of better representation, supplies of goods to an ongoing customer operating in the consumer
electronics market without using the Unieuro brand was reclassified from the indirect channel to the B2B channel.
25
For the purpose of better representation, supplies of goods to an ongoing customer operating in the consumer
electronics market without using the Unieuro brand was reclassified from the indirect channel to the B2B channel.
Director’s Report 54 - 55

The B2B channel25 - which targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment) - recorded sales of Euro 117.1 million,
down 8.8% on last year, due to the change in competition starting the last quarter. The
contribution made by the subsidiary Monclick was Euro 13.1 million.

Finally, the Travel channel - comprising 12 direct sales outlets located at some of the main
public transport hubs, such as airports and railway and underground railway stations -
recorded growth of 42.6% for a value of Euro 10.0 million, also thanks to the October 2018
opening of the ex-DPS/Trony sales outlet at the underground railway station of Milan San
Babila.

7.1.2 Consolidated revenues by category

Period ended Changes


(In millions of Euro
and as a percentage 2019 vs
of revenues) 28 February 2019 % 28 February 201826 % 2018 %

Grey 992.9 47.2% 884.0 47.2% 108.9 12.3%

White 548.5 26.1% 493.3 26.3% 55.2 11.2%

Brown 367.9 17.5% 326.0 17.4% 41.9 12.9%

Other products 110.6 5.3% 103.7 5.5% 6.9 6.7%

Services 84.5 4.0% 66.8 3.6% 17.8 26.6%


Total consolidated
revenues by category 2,104.5 100.0% 1,873.8 100.0% 230.7 12.3%

Through its distribution channels the Group offers its customers a wide range of products
- specifically electric appliances and consumer electronics, as well as ancillary services.
The segmentation of sales by product category takes place according to the classification
of products adopted by the main sector experts. Note therefore that the classification of
revenues by category is revised periodically in order to guarantee the comparability of
Group data with market data. In the financial year ended 28 February 2019, an increase in
sales was recorded in every product category.

26
The segmentation of sales by product category takes place on the basis of the classification adopted by the
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
The Grey category, namely cameras, video cameras, smartphones, tablets, computers
and laptops, monitors, printers, telephone system accessories, as well as all wearable
technological products, kept its incidence on total revenues unchanged at 47.2%,
generating turnover of Euro 992.9 million, up 12.3% on the Euro 884.0 million of last year,
thanks to the good performance of the telephone systems segment, which benefited
from a mix movement towards the top of the range and the good performance of several
new models, as well as a positive trend in sales of wearables and accessories, in particular
earpieces.

The White category, composed of major domestic appliances (MDA) such as washing
machines, tumble driers, refrigerators or freezers and ovens, small domestic appliances
(SDA) such as vacuum cleaners, kettles, coffee machines as well as the climate control
segment, generated turnover of Euro 548.5 million, up 11.2% on the Euro 493.3 million of
last year, thanks to the success of the vacuum segment and the increased penetration of
tumble driers and dishwashers.

The Brown category, comprising televisions and their accessories, audio devices, smart-
TV devices and car accessories, as well as memory storage systems, such as CDs/DVDs
or USB pen drives, booked period growth in revenues up to Euro 367.9 million (+12.9%
on the Euro 326 million of last year), benefiting from the growing success of top-of-the-
range televisions, in particular ultraHD and OLED, the good performance of the audio
segment and the driving effect of the 2018 football world cup.

The Other products category recorded an increase in consolidated revenues of 6.7%;


this group includes both the sales of the entertainment sector and other products not
included in the consumer electronics market such as e-mobility. The performance was
driven by the good performance of gaming consoles, which offset the decline in sales of
products linked to electric mobility.

The Services category recorded growth of 26.6% in consolidated revenues thanks to


the expansion of the sales network and the Unieuro Group's continued focus on the
provision of services to its customers. Excellent performance for extended warranties
and consumer credit.
Director’s Report 56 - 57

7.2 Consolidated operating profit

The income statement tables presented below in this Directors’ Report on Operations
were reclassified using presentation methods that management deemed useful for
reporting the operating profit performance of the Unieuro Group during the year. To
more fully report the cost and revenue items indicated, the following were reclassified in
this income statement by their nature: (i) non-recurring expenses/(income) and (ii) the
impact from the adjustment of revenues for extended warranty services net of related
estimated future costs to provide the assistance service, because of the change in the
business model for directly managed assistance services.

Year ended Changes

28 February 2019 28 February 2018


(in millions and
as a percentage
of consolidated Adjusted Adjusted
revenues) amounts % Adjustments27 amounts % Adjustments s %
Consolidated
revenues 2,104.5 1,873.8 230.7 12.3%
Consolidated
sales revenues 2,104.5 1,873.8 230.7 12.3%
Purchase of
goods and
Change in
inventories (1,635.7) (77.7%) 0.0 (1,456.4) (77.7%) 2.8 (179.3) 12.3%
Lease and rental
expense (71.0) (3.4%) 0.5 (63.4) (3.4%) 0.7 (7.6) 12.0%

Marketing costs (48.8) (2.3%) 1.2 (48.2) (2.6%) 2.2 (0.7) 1.4%

Logistics costs (52.5) (2.5%) 1.5 (41.5) (2.2%) 1.3 (11.0) 26.5%

Other costs (60.3) (2.9%) 3.8 (50.5) (2.7%) 7.3 (9.8) 19.5%
Personnel
expenses (166.7) (7.9%) 3.2 (150.4) (8.0%) 5.9 (16.3) 10.9%
Other operating
income and costs (3.7) (0.2%) (1.6) (2.5) (0.1%) (0.3) (1.3) 51.8%
Revenues from the
sale of warranty
extensions
netted of future
estimated service
cost - business
model’s change
related to direct
assistance services 7.9 0.4% 7.9 8.0 0.4% 8.0 (0.1) (1.0%)
Consolidated
Adjusted EBITDA 73.6 3.5% 16.4 68.9 3.7% 27.9 4.6 6.7%

27
The item “Adjustments” includes both non-recurring income/(expenses) and the adjustment for the change
in the business model for warranties, which was posted in the item “Change in business model for directly
managed assistance services.” Thus, the adjustment is aimed at reflecting, for each year concerned, the
estimated profit from the sale of extended warranty services already sold (and collected) starting with the
Change in Business Model as if Unieuro had always operated using the current business model. Specifically,
the estimate of the profit was reflected in revenues, which were held in suspense in deferred income, to
be deferred until those years in which the conditions for their recognition are met, net of future costs for
performing the extended warranty service, which were projected by the Group on the basis of historical
information on the nature, frequency and cost of assistance work.
Consolidated Adjusted EBITDA during the financial year 2019 increased by 6.7%, equal
to Euro 4.6 million, standing at Euro 73.6 million. The higher revenues, together with the
continuous attention to the cost structure, allowed the achievement of results showing
growth on last year.

During the year, costs for the purchase of goods and changes in inventories increased by
Euro 179.3 million. The incidence on consolidated revenues remained unchanged at 77.7%.

Rental costs rose by Euro 7.6 million, or approximately 12.0%, by virtue of (i) the run rate
of acquisitions made during the second part of the previous year; (ii) acquisitions made
during the year ended on 28 February 2019 with reference to the period after the date of
opening to the public and (iii) the new openings made during the reference period.

Marketing costs rose by 1.4% compared with the previous year ended 28 February 2018.
The increase is primarily due to a different promotional calendar between the two periods.
Marketing and advertising were structured and planned to direct potential customers to
physical sales outlets and to the Online channel. There was a fall in the weighting of
traditional marketing activities in the year ended 28 February 2019, offset by the increase
in the weighting of digital marketing activities.

Logistics costs increased by around Euro 11.0 million. The impact on consolidated revenues
stood at 2.5% (2.2% in the previous year ended 28 February 2018). The performance is
mainly attributable to the increase in sales volumes and the ever increasing weighting
of home deliveries for online orders as a result of the increase recorded in requests for
non-standard delivery services (timed delivery slot, delivery to a specified floor, etc.) and
promotional campaigns which include free delivery.

Other costs rose by Euro 9.8 million compared with the previous year ended 28 February
2018. The trend is attributable to: (i) the increase in operating costs which mainly refer to
utilities, maintenance and general sales expenses as a result of the expansion in stores and
(iii) the increase in the cost of insurance, particularly following the catastrophic events
due to the fire at the Oderzo point of sale which took place on 25 February 2017 and
the theft at the Piacenza warehouse which took place in August 2017. A new insurance
contract was stipulated in October 2017 with a new syndicate of insurers which led to an
increase in the premium.

Personnel costs show an increase of Euro 16.3 million, mainly attributable to: (i) the
increase in the number of employees following the opening of new stores, (ii) recognition
of the costs of the share-based payment plan the Long Term Incentive Plan assigned in
October 2018 and (iii) the strengthening of several strategic functions at head office.
Director’s Report 58 - 59

The negative impact of Other operating income and costs rose by Euro 1.3 million. The
incidence on consolidated revenues was basically in line with the corresponding period of
the previous year and came to 0.2%. The change is due to some insurance reimbursements
received in the previous year ended on 28 February 2018.

Below is the reconciliation of Consolidated Adjusted EBITDA and the consolidated


EBITDA recorded in the Consolidated Financial Statements.

Year ended Changes


28 28
(In millions of Euro and as a percentage of February February
revenues) 2019 % 2018 % s %

Consolidated Adjusted EBITDA 28 73.6 3.5% 68.9 3.7% 4.5 6.7%

Non-recurring expenses /(income) (8.4) (0.4%) (19.9) (1.1%) 11.5 (57.7%)


Revenues from extended warranty
services net of related estimated future
costs to provide the assistance service -
change in the business model for directly
managed assistance services29 (7.9) (0.4%) (8.0) (0.4%) 0.1 (1.0%)

EBIT 57.2 2.7% 41.0 2.2% 16.2 39.5%

28
See note in the section “Main financial and operating indicators”.
29
The adjustment was for the deferral of extended warranty service revenues already collected, net of the
related estimated future costs to provide the assistance service. From the year ended 29 February 2012, for
White products sold by Unieuro and from the year ended 28 February 2015 for all extended warranty services
sold by Unieuro S.r.l. (hereinafter the “Former Unieuro”) (excluding telephone systems and peripherals) from
the year of acquisition for all extended warranty services sold by the business units Former Andreoli S.p.A.,
Former Cerioni S.p.A., Former DPS S.r.l. and Former Galimberti S.p.A. (excluding telephone systems and
peripherals), Unieuro modified the business model for the management of extended warranty services by
in-sourcing the management of services sold by the Former Unieuro and by Unieuro that were previously
outsourced and by extending this model to the sales points acquired from the business units Former Andreoli
S.p.A., Former Cerioni S.p.A., Former DPS S.r.l. and Former Galimberti S.p.A. (the “Change in Business
Model”). As a result of the Change in Business Model, at the time of sale of extended warranty services,
Unieuro suspends the revenue in order to recognise the revenue over the life of the contractual obligation,
which starts on the expiration of the two-year legally required warranty. Thus, Unieuro begins to gradually
record revenues from sales of extended warranty services two years (term of the legally required product
warranty) after the execution of the related agreements and after the collection of compensation, which
is generally concurrent. Thus, the revenue is recorded on a pro rata basis over the life of the contractual
obligation (historically, depending on the product concerned, for a period of one to four years).
As a result of this Change in Business Model, the income statements do not fully reflect the revenues and
profit of the business described in this note. In fact, the income statements for the years ended 28 February
2019 and 28 February 2018 only partially report revenues from sales generated starting with the Change
in Business Model because Unieuro will gradually record sales revenues from extended warranty services
(already collected by it) starting at the end of the legally required two-year warranty period.
Thus, the adjustment is aimed at reflecting, for each year concerned, the estimated profit from the sale of
extended warranty services already sold (and collected) starting with the Change in Business Model as if
Unieuro had always operated using the current business model. Specifically, the estimate of the profit was
reflected in revenues, which were held in suspense in deferred income, to be deferred until those years in
which the conditions for their recognition are met, net of future costs for performing the extended warranty
service, which were projected by Unieuro on the basis of historical information on the nature, frequency and
cost of assistance work. The adjustment will progressively decrease to nil in future income statements when
the new business model is fully reflected in our financial statements, which will occur on the last expiry date
of warranty extensions sold for all product categories.
Non-recurring expenses/(income) dropped by Euro 11.5 million compared with the
previous year ended 28 February 2018 and are detailed in paragraph 7.3 below.

The adjustment related to the change in business model for directly managed assistance
services decreased by Euro 0.1 million compared with the previous year ended 28 February
2018; the adjustment incorporates the effect of the extension of the business model
relating to the management of extended warranty services at sales outlets concerned by
the acquisition.

7.3 Non-recurring income and expenses

Year ended Changes

(Amounts in millions of Euros) 28 February 2019 28 February 2018 s %

Mergers&Acquisitions 5.1 10.0 (4.9) (48.8%)


Sales outlets pre-opening, repositioning
and closing costs and the new Piacenza
logistics hub30 3.7 3.5 0.2 5.3%

Other non-recurring expenses 1.1 1.0 0.1 14.7%

Exceptional Accidental Events (1.5) 1.9 (3.4) (180.0%)

Costs incurred for the listing process - 2.8 (2.8) (100.0%)

Costs for the Call Option Agreement - 0.7 (0.7) (100.0%)

Total 8.4 19.9 (11.5) (57.6%)

30
The costs for “pre-opening, relocating and closing sales outlets” include lease, security and travel expenses
for maintenance and marketing work incurred as a part of i) remodelling work for downsizing and relocating
sales outlets of the Former Unieuro, ii) opening sales outlets (during the months immediately preceding and
following the opening) and iii) closing sales outlets.
Director’s Report 60 - 61

Non-recurring expenses and income recorded declined by Euro 11.5 million. The fall is
mainly due to the lack of: (i) costs incurred for the listing process; (ii) costs for the Call
Option Agreement concluded following the positive outcome of the listing process in
April 2017; and (iii) the significant reduction in costs for Mergers & Acquisitions of Euro
4.9 million. In addition, the item includes the insurance refund for Euro 1.5 million, obtained
with regard to the fire occurred 25 February 2017 in Oderzo store sale (TV).

The main item of non-recurring income and expenses relates to the costs of mergers &
acquisitions, of Euro 5.1 million in the year ended on 28 February 2019 (Euro 10.0 million
the previous year ended 28 February 2018), are mainly incurred for the acquisition of
the business units from DPS Group S.r.l. in liquidation (“DPS”) and Galimberti S.p.A.
(“Galimberti”) and the reorganisation and definition of the new corporate structure of
Monclick. These costs mainly relate to rental costs and personnel expenses for points
of sale incurred from the date of the completion of the acquisition to the date of the
opening to the public, greater costs for education and training of employees at points of
sale and, lastly, consulting costs and other minor costs incurred for the completion of the
acquisition transactions.

Pre-opening, repositioning and closing costs for the sales outlets and the new Piacenza
logistics hub equal Euro 3.7 million in the year ended on 28 February 2019 (Euro 3.5
million in the year ended on 28 February 2018). This item includes: rental, personnel,
security, travel and transfer costs, for maintenance and marketing operations incurred as
part of: i) store openings and the new Piacenza logistics hub (in the months immediately
preceding and following the opening of the same) and (ii) store closures.
The new 104,000 square metre Unieuro central distribution hub was opened on 12 October
2018. The new facility, the linchpin of the Unieuro centralised business model, unique in
the domestic consumer electronics market, will continue to concentrate its activities on
receiving, storing and dispatching all products marketed and sold by Unieuro through
each of its five operating channels: direct stores, the indirect channel (previously termed
“wholesale”), e-commerce platforms, the B2B channel, as well as sales outlets located in
airports and at railway stations. The pre-opening costs of the new Piacenza logistics hub
were Euro 1.9 million.

Non-recurring income and expense is essentially in line with the previous year. These
expenses mainly relate to mergers & acquisitions.

Income for exceptional accidents of Euro 1.5 million refers to the insurance reimbursement
obtained in connection with the 25 February 2017 fire at the Oderzo (TV) sales outlet.
7.4 Consolidated profit for the year

Below is a restated income statement including items from the Consolidated Adjusted
EBITDA to the consolidated adjusted profit (loss) for the year.

Year ended Changes

28 February 2019 28 February 2018


(In millions and
as a percentage Adjusted Adjusted
of revenues) amounts % Adjustments amounts % Adjustments s %
Consolidated
Adjusted
EBITDA 73.6 3.5% 16.4 68.9 3.7% 27.9 4.6 6.7%
Amortisation,
depreciation
and impairment
losses (27.2) (1.3%) 0.3 (21.7) (1.2%) 0.0 (5.5) 25.4%
Financial
income and
expenses (4.2) (0.2%) (1.5) (4.5) (0.2%) 3.1 0.3 (7.5%)

Income taxes 0.5 0.0% (1.4) (3.3) (0.2%) (2.6) 3.8 (116.6%)
Adjusted
consolidated
profit (loss)
for the year 42.7 2.0% (2.6) 39.4 2.1% 0.5 3.3 8.3%

Amortisation, depreciation and write-downs of fixed assets in the year ended 28 February
2019 totalled Euro 27.2 million (Euro 21.7 million in the previous year ended 28 February
2018). The increase relates to the depreciation and amortisation of investments related to
the acquisitions made from the second quarter of the previous year, to asset write-downs
relating to sales outlets closed during the period, as well as to the progressive alignment
of depreciation and amortisation at the planned level of investments. The adjustments
of Euro 0.3 million and refer to the write-down of several assets in the old warehouse
disposed of following the completion of the new logistics hub.

Net financial expenses in the year ended 28 February 2019 totalled Euro 4.2 million
(Euro 4.5 million in the previous year ended 28 February 2018). The decrease is mainly
attributable to the savings in financial expenses made following the signing of the new
Loan Agreement31. The adjustments of Euro 1.5 million refer to the income resulting from
the removal of the acquisition debt for the subsidiary Monclick S.r.l.as a result of the
settlement agreement signed in August 2018.

Income taxes excluding the theoretical tax impact on non-recurring expenses/(income)


and the change in business model in the year ended 28 February 2019, stood at a negative
Euro 0.5 million (a positive Euro 3.3 million in the previous year ended 28 February 2018).

31
The Loan Agreement was signed on 9 January 2018 with Banca IMI S.p.A., as the agent bank, Banca Popolare
di Milano S.p.A., Crédit Agricole Cariparma S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan
Branch for a total of Euro 190 million.
Director’s Report 62 - 63

The Adjusted Consolidated Profit/Loss for the year came to Euro 42.7 million (Euro 39.4
million in the previous year ended 28 February 2018); this positive trend is due to the rise
in Adjusted EBITDA and savings on net financial charges and income tax, partially offset
by the increase in amortisation.

IRES tax losses resulting from the tax estimate prepared when closing the financial
statements as at 28 February 2019, which were still available, totalled Euro 377.9 million in
relation to Unieuro and Euro 6.3 million in relation to Monclick. These tax losses guarantee
a substantial benefit in the payment of taxes in future years.

Below is a reconciliation between the adjusted consolidated net profit (loss) for the year
and the consolidated net profit (loss) for the year.

Year ended Changes


28 28
(In millions of Euros and February February
as a percentage of revenues) 2019 % 2018 % s %
Adjusted consolidated profit (loss)
for the year 42.7 2.0% 39.4 2.1% 3.3 8.3%

Non-recurring expenses/income (8.4) (0.4%) (19.9) (1.1%) 11.5 (57.7%)


Revenues from extended warranty
services net of related estimated future
costs to provide the assistance service -
change in the business model for
directly managed assistance services (7.9) (0.4%) (8.0) (0.4%) 0.1 (1.0%)
Non-recurring depreciation, amortisation
and write-downs of fixed assets (0.3) 0.0% - 0.0% (0.3) 100.0%

Non-recurring financial expenses /(income) 1.5 0.1% (3.1) (0.2%) 4.6 100.0%
Theoretical tax impact from taxes on
non-recurring expenses/(income),
non-recurring financial expenses/(income),
non-recurring depreciation,
amortisation and write-downs
and the change in business model 1.4 0.1% 2.6 0.1% (1.2) (46.5%)

Consolidated Profit (Loss) for the year 28.9 1.4% 11.0 0.6% 17.9 162.7%
7.5 Cash flows

7.5.1 Consolidated Adjusted Levered Free Cash Flow32


The Group considers the Consolidated Adjusted Levered Free Cash Flow to be the most
appropriate indicator to measure cash generation during the year. The composition of
the indicator is provided in the table below.

Year ended Changes

(Amounts in millions of Euros) 28 February 2019 28 February 2018 s %

Consolidated Operating Profit 57.2 41.0 16.2 39.5%


Cash flow generated /(absorbed)
by operating activities 27.8 51.6 (23.9) (46.2%)

Taxes paid (0.7) 0.0 (0.7) (100.0%)

Interest paid (3.2) (8.8) 5.6 (63.3%)

Other changes 1.3 1.4 (0.1) (7.7%)


Consolidated Net cash flow
from (used in) operating activities 82.3 85.2 (2.9) (3.4%)

Investments (32.1) (42.9) 10.7 (25.0%)


Investments for business
combinations and business units (5.6) (14.5) 8.9 (61.4%)

Net cash inflow from acquisition 0.0 0.2 (0.2) (100.0%)

Adjustment for non-recurring investments 17.0 25.8 (8.8) (34.3%)

Non-recurring expenses /(income) 8.4 19.9 (11.5) (57.6%)


Adjustment for non-cash components
of non-recurring expenses/(income) 0.3 (1.5) 1.8 (120.7%)

Other non-recurring cash flows (0.8) (4.0) 3.2 100.0%

Theoretical tax impact of the above entries (0.8) (1.6) 0.8 (52.4%)

Consolidated Adjusted levered free cash flow 68.7 66.7 2.0 3.0%

The Consolidated net cash flow generated/(absorbed) by operating activities was


a positive figure of Euro 82.3 million (a positive figure of Euro 85.2 million in the year
ended 28 February 2018). The positive cash generation is connected with the positive
trend of revenues and benefited from both external and internal growth actions and the
favourable performance of the second half of the year, marked by a truly excellent Black
Friday and a very positive Christmas season. This performance is partially offset by a
rise in trade receivables generated by the Indirect channel, as a result of the partnership
stipulated with Finiper during the year.

32
See note in the section “Main financial and operating indicators”.
Director’s Report 64 - 65

Investments made and paid for in the period stood at Euro 32.1 million in the year ended
28 February 2019 (Euro 42.9 million in the year ended 28 February 2018). This was mainly
due to: (i) costs incurred for the construction of the new logistics hub in Piacenza (ii)
operations for the development of the direct stores network and the refurbishment of
the network of existing stores and (iii) costs incurred for the purchase of new hardware,
software, licences, also in view of the necessary regulatory adjustments in respect of
privacy, telematic fees and electronic invoicing, and start-up of existing applications
with a view to the digitalisation of stores and the development of advanced functions
for online platforms with the goal of making each customer's omnichannel experience
increasingly more practical and pleasant.

Investments made for business combinations and business units of Euro 5.6 million in the
year ended 28 February 2019 (Euro 14.5 million in the year ended 28 February 2018) refer
to the portion paid of the purchase price of the DPS and Galimberti business units.

Of all the investments made in the period, Euro 17.0 million are non-recurring (Euro 25.8
million in the year ended 28 February 2018) and refer to the portion paid during the period:
(i) of investments, including capex, referring to the transaction for the acquisition of the
business unit DPS for Euro 10.7 million, (ii) the investments for the construction of the
new Piacenza logistics hub for Euro 5.5 million and (iii) the remainder of the investments
made at the end of the previous period and paid for during the period for the opening of
the Cerioni sales outlets for Euro 0.8 million.

The adjustment for non-monetary non-recurring expenses/(income) components for


Euro 0.3 million consists mainly of the insurance reimbursement obtained in connection
with the 25 February 2017 fire at the Oderzo store, for Euro 1.5 million and the unpaid
portion of non-recurring costs relative to the purchase of the business unit DPS and
Galimberti and the unpaid portion of costs relative to the new Piacenza logistics hub.
This adjustment will be gradually reduced when those costs will have been reported
financially.

Other non-recurring operating cash flows of Euro 0.8 million refer to the collection of the
insurance payment in relation to the Oderzo store fire which took place on 25 February
2017.
Below are the main changes recorded in the Group's net financial debt during the years
ending 28 February 2019 and 28 February 2018:

Year ended Changes

(Amounts in millions of Euros) 28 February 2019 28 February 2018 s %

Operating profit 57.2 41.0 16.2 39.5%


Cash flow generated /(absorbed)
by operating activities 27.8 51.6 (23.9) (46.2%)

Taxes paid (0.7) 0.0 (0.7) (100.0%)

Interest paid (3.2) (8.8) 5.6 (63.3%)

Other changes 1.3 1.4 (0.1) (7.7%)


Net cash flow from (used in)
operating activities 82.3 85.2 (2.9) (3.4%)

Investments (32.1) (42.9) 10.7 (25.0%)


Investments for business
combinations and business units (5.6) (14.5) 8.9 (61.4%)

Cash contribution from merger 0.0 0.2 (0.2) (100.0%)

Distribution of dividends (20.0) (20.0) 0.0 0.0%


Payables from the acquisition
of Monclick and business units 0.0 (11.6) 11.6 (100.0%)

Other changes 0.4 1.0 (0.6) (59.5%)

Change in net financial debt 25.0 (2.5) 27.5 (1,084.0%)


Director’s Report 66 - 67

8. STATEMENT
OF FINANCIAL
POSITION
Below is a detailed breakdown of the Group’s net working capital and net invested capital
as at 28 February 2019 and as at 28 February 2018:

Year ended

(Amounts in millions of Euros) 28 February 2019 28 February 2018

Trade receivables 41.3 39.6

Inventories 362.3 313.5

Trade payables (468.5) (411.5)

Net operating working capital (64.8) (58.4)

Other working capital items (169.8) (147.1)

Net working capital (234.6) (205.4)

Non-current assets 150.9 132.3

Goodwill 178.0 174.8

Non-current liabilities (23.9) (20.0)

Net invested capital 70.4 81.7

Net financial debt 20.5 (4.5)

Shareholders’ equity (90.9) (77.2)

Total shareholders’ equity and financial liabilities (70.4) (81.7)

The Group's Net Working Capital as at 28 February 2019 was negative by Euro 64.8 million
(negative by Euro 58.4 million as at 28 February 2018). The performance for the year of
the Group's Net Operating Working Capital is attributable to: (i) promotions in February
which involved product categories with improved payment conditions compared with
those of the previous year and (ii) an increase in the number of stores as a result of the
acquisitions and the new openings during the year which involved an increase in the
value of trade payables which was higher than that of inventories. This performance is
partially offset by a rise in trade receivables generated mainly by the Indirect channel, as
a result of the partnership stipulated with Finiper during the year.

The Net Invested Capital of the Group stood at Euro 70.4 million at 28 February 2019, down
Euro 11.3 million compared with 28 February 2018. The decrease is mainly attributable to:
(i) decrease in the Group’s Net Working Capital of Euro 30.5 million, of which Euro 5.3
million had a positive non-monetary effect due to the adoption of the new accounting
standard IFRS 15, which had an impact on the timing of the recognition of several types
of costs; (ii) investments excluding depreciation and amortisation of Euro 15.8 million, due
to the costs incurred for the construction of the new Piacenza logistics hub, operations
for the purchase of DPS and Galimberti33, interventions for the development of the direct
stores network and the refurbishment of existing network stores and costs incurred for
purchasing new hardware, software, licences and developments on pre-existing apps;
and (iii) increase in non-current liabilities for Euro 2.8 million, mainly due to the recording
of deferred tax on the impacts deriving from the application of IFRS 15.

Shareholders' equity amounted to Euro 90.9 million as at 28 February 2019 (Euro 77.2
million at 28 February 2018), with the increase of Euro 13.7 million mainly caused by
the positive result recorded for the period, by the recording of the First time adoption
reserve resulting from the application of the new accounting standard IFRS 15 and the
reserve for share-based payments relating to the Long Term Incentive Plan34 reserved
for some managers and employees, partially offset by the distribution of the dividend of
Euro 20.0 million resolved on 05 June 2018 by the Shareholders' Meeting.

33
It should be noted that, at the time of acquisition, the Group availed itself of the right provided under
(revised ) IFRS 3 to carry out a provisional allocation of the cost of the business combination at the fair
value of the assets, liabilities and contingent liabilities (of the acquired business). If new information obtained
during one year from the acquisition date, relating to facts and circumstances existing at the acquisition
date, leads to adjusting the amounts indicated or any other fund existing at the acquisition date, accounting
for the acquisition will be revised. Significant variations to what already accounted are not expected.
34
On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the adoption of a stock
option plan (“Long Term Incentive Plan”, “LTIP”) reserved for Executive Directors, associates and employees
(executives and others) (the “Recipients”). The Long Term Incentive Plan calls for assigning ordinary shares
derived from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian
Civil Code approved by the Shareholders’ Meeting on the same date. On 29 June 2017, the Board of Directors
approved the plan regulations (“Regulations”) whereby the terms and conditions of implementation of the
Long-Term Incentive Plan were determined. The conclusion and subsequent acceptance of the Long-Term
Incentive Plan by the Recipients took place in October 2017 and was effective from 29 June 2017.
Director’s Report 68 - 69

Below is a detailed breakdown of the Group's net financial debt as at 28 February 2019
and 28 February 2018 in accordance with Consob Communication 6064293 of 28 July
2006 and in compliance with ESMA Recommendations 2013/319:

Year ended Changes


28 February 28 February
(Amounts in millions of Euros) 2019 2018 s %

(A) Cash 84.5 61.4 23.1 37.5%

(B) Other liquid assets 0.0 0.0 0.0 0.0%

(C) Securities held for trading 0.0 0.0 0.0 0.0%

(D) Liquidity (A)+(B)+(C) 84.5 61.4 23.1 37.5%

- of which is subject to a pledge 0.0 0.0 0.0 0.0%

(E) Current financial receivables 0.0 0.0 0.0 0.0%

(F) Current bank payables (3.0) (0.1) (2.9) 3,697.5%

(G) Current part of non-current debt (9.5) (6.9) (2.6) 37.4%

(H) Other current financial payables (7.6) (6.3) (1.4) 22.8%

(I) Current financial debt (F)+(G)+(H) (20.1) (13.2) (6.9) 52.4%

- of which is secured 0.0 0.0 0.0 0.0%

- of which is unsecured (20.1) (13.2) (6.9) 52.4%

(J) Net current financial position (I)+(E)+(D) 64.5 48.2 16.3 33.9%

(K) Non-current bank payables (31.1) (40.5) 9.4 (23.2%)

(L) Issued bonds 0.0 0.0 0.0

(M) Other non-current financial payables (12.8) (12.2) (0.6) 4.7%

(N) Non-current financial debt (K)+(L)+(M) (43.9) (52.7) 8.8 (16.8%)

- of which is secured 0.0 0.0 0.0 0.0%

- of which is unsecured (43.9) (52.7) 8.8 (16.8%)

(O) Net financial debt (J)+(N) 20.5 (4.5) 25.0 (553.2%)

Net financial debt has been reduced by Euro 25.0 million compared with 28 February
2018, generating a positive cash position for Euro 20.5 million as at 28 February 2019.
The main factor underlying the positive cash trends is the combined effect of: (i) the net
cash flow generated by operating activities for Euro 82.3 million, (ii) the distribution of
dividends of Euro 20.0 million approved by the Shareholders' Meeting on 05 June 2018,
(iii) investments of Euro 32.1 million due mainly to costs incurred for the construction
of the new Piacenza logistics hub, operations for the development of the direct stores
network and the refurbishment of the network of existing stores and costs incurred for the
purchase of new hardware, software, licences and development of existing applications
and (iv) investments of Euro 5.6 million which refer to the purchase price paid in full
during the period for the business unit DPS and Galimberti.

Gross financial debt totalled Euro 64.0 million, of which Euro 43.9 million was medium
and long term, and Euro 20.1 million was short term.
Director’s Report 70 - 71

9. PERFORMANCE
OF UNIEURO
The Unieuro S.P.A. reclassified Income Statement as at 28 February 2019 is illustrated
below:

Year ended Changes


28 28
(In millions of Euro and as February February
a percentage of revenues) 2019 % 2018 % s %

Revenue 2,079.1 1,835.5 243.6 13.3%

Gross Operating Profit 59.9 2.9% 44.3 2.4% 15.6 35.3%

Non-recurring expenses /(income) 7.7 0.4% 19.6 1.1% (11.9) (60.7%)


Revenues from extended warranty
services net of related estimated future
costs to provide the assistance service
- change in the business model for
directly managed assistance services 7.9 0.4% 8.0 0.4% (0.1) (0.9%)

Adjusted EBITDA 75.6 3.6% 71.9 3.9% 3.7 5.1%


Depreciation, amortisation
and write-downs (29.9) (1.4%) (27.3) (1.5%) (2.6) 9.4%

Financial income and expenses (3.0) (0.1%) (7.6) (0.4%) 4.6 (61.0%)
Non recurring depreciation,
amortisation and write-downs 3.5 0.2% 6.3 0.3% (2.8) 44.6%
Non-recurring financial
expenses/(income) (1.5) (0.1%) 3.1 0.2% (4.6) 148.4%

Income taxes 1.1 0.1% (0.9) (0.0%) 2.0 (217.9%)


Theoretical tax impact from taxes on
non-recurring expenses/(income),
non-recurring financial expenses/
(income), non recurring depreciation,
amortisation and write-downs and the
change in business model, (1.6) (0.1%) (3.1) (0.2%) 1.5 (48.6%)

Adjusted Net Income 44.2 2.1% 42.4 2.3% 1.8 4.3%


Non-recurring expenses /(income)
, non-recurring financial expenses /
(income), non-recurring depreciation,
amortisation and write-downs (9.7) (0.5%) (29.0) (1.6%) 19.3 (66.5%)
Revenues from extended warranty
services net of related estimated future
costs to provide the assistance service
- change in the business model for
directly managed assistance services (7.9) (0.4%) (8.0) (0.4%) 0.1 (0.9%)
Theoretical tax impact from taxes on
non-recurring expenses/(income),
non-recurring financial expenses/
(income), non recurring depreciation,
amortisation and write-downs and the
change in business model, 1.6 0.1% 3.1 0.2% (1.5) (48.6%)

Profit (Loss) for the Year 28.2 1.4% 8.5 0.5% 19.7 231.4%
Unieuro's revenues for the year ended 28 February 2019 amounted to Euro 2,079.1
million, up 13.3% compared to Euro 1,835.5 million for the year ended 28 February 2018.
In addition to the new openings and growth of the online channel, the performance was
positively influenced by the 2 acquisitions made during the year, the 14 stores opened
starting September 2018, the result of the acquisition of the former DPS/Trony and former
Galimberti/Euronics business units.

The higher revenues, together with the continuous attention to the cost structure,
allowed the achievement of an Adjusted EBITDA of Euro 75.6 million in the year ended 28
February 2019, up 5.1% compared to Euro 71.9 million in the year ended 28 February 2018.

Adjusted Profit (Loss) for the Year amounted to Euro 44.2 million in the year ended 28
February 2019 (Euro 42.4 million in the year ended 28 February 2018), representing 2.1%
of revenue; the increase in Adjusted Profit (Loss) for the Year was due to the positive
performance of operations, the improvement in financial management and the reduction
in the tax burden compared to the same period of the previous year.

At 28 February 2019, Unieuro’s net financial indebtedness amounted to Euro 13.4 million
(Euro 6.9 million as at 28 February 2018). The increase recorded during the year, of Euro
20.3 million, is mainly due to the combined effect of: (i) the net cash flow generated by
operating activities for Euro 77.7 million, (ii) the distribution of dividends of Euro 20.0
million approved by the Shareholders' Meeting on 05 June 2018, (iii) investments of Euro
37.7 million due mainly to costs incurred for the construction of the new Piacenza logistics
hub, operations for the development of the direct stores network and the refurbishment
of the network of existing stores and costs incurred for the purchase of new hardware,
software, licences and development of existing applications and (iv) investments of Euro
5.6 million which refer to the purchase price paid in full during the period for the business
unit DPS and Galimberti.
Director’s Report 72 - 73

10. RECONCILIATION
STATEMENT OF
SHAREHOLDERS' EQUITY
AND NET RESULT OF
THE PARENT COMPANY
WITH SHAREHOLDERS'
EQUITY AND NET RESULT
PERTAINING TO THE GROUP
The reconciliation between the shareholders' equity of the parent company and the
consolidated shareholders' equity as at 28 February 2019 is illustrated below:

Shareholders' Net result as


equity as at 28 at 28 February
(Amounts in millions of Euros) February 2019 2019
Balances from the Parent Company's
Annual Financial Statements 87.7 28.2
Difference between the carrying amount
of equity investments and the profit/(loss) for the year (8.1) 1.3
Allocation of goodwill, brand, software and customer list,
excluding the tax effect 11.3 (0.6)
Shareholders' equity and profit/(loss) for the year
from the Consolidated Financial Statements 90.9 28.9
11. INVESTMENTS
Net investments made during the year came to Euro 37.7 million and relate for Euro 32.1
million to expenses incurred for the development of the new logistics hub in Piacenza,
interventions to develop the network of direct stores and to refurbish the network of
existing stores and costs for the purchase of new hardware, software, licences and
developments on pre-existing applications and Euro 5.6 million refer to the portion paid
of the purchase price of the DPS and Galimberti business units.

More specifically, investments for the year of Euro 32.1 million mainly relate to: (i)
investments relating to the opening of new sales outlets in new user basins held to be
strategic or basins that are not sufficiently covered by the current portfolio of stores and
the refurbishment of sales outlets purchased from the former DPS Group S.r.l. and former
Galimberti S.p.A. business units; (ii) extraordinary maintenance works and refurbishment
of various sales outlets; (iii) development of the new logistics hub of Piacenza; (iv)
costs incurred for the purchase of new hardware, software, licences, also in view of the
necessary regulatory adjustments regarding privacy matters, telematic payments and
electronic invoicing, as well as the development of pre-existing applications with a view to
the digitisation of stores and launch of advanced functions for the on-line platform, with
the aim of making the omnichannel experience of each customer increasingly functional
and pleasant and (v) investments in the relocation of existing sales outlets to user basins
held to be more strategic. For more details, see note 5.1 “Plant, machinery, equipment and
other assets” and “Intangible assets with finite useful life” of the Consolidated financial
statements.
Director’s Report 74 - 75

12. CORPORATE
GOVERNANCE AND
OWNERSHIP STRUCTURES
Unieuro S.p.A. adheres to the Self-Governance Code of listed Italian companies (the
"Code") and has adapted it to suit its characteristics.

In order to meet the transparency obligations required by regulations in the sector, the
"Report on Corporate Governance and Ownership Structure" was prepared as required
by Art. 123-bis of the Consolidated Finance Law which provides a general description
of the governance system adopted by Unieuro S.p.A. and information on ownership
structure, the organisational model adopted pursuant to Legislative Decree 231 of 2001
and the level of compliance with the Self-regulation Code, including the main governance
practices applied and characteristics of the risk management and internal control system
in relation to the financial reporting process.

This document is available at the Company's website (http://www.unieurospa.it/).

On the basis of information available as at the date of the Annual Financial Report,
Unieuro's major shareholders, through Monte Paschi Fiduciaria S.p.A., are Italian
Electronics Holdings S.à.r.l.35 (accounting for the funds managed by Rhone Capital) with
33.8% and Alfa S.r.l.35 (Dixons Carphone plc) with 7.2%. Some shareholders that can be
traced to the Silvestrini family36 hold 5.1%, the asset management company Amundi
Asset Management35 has 5% of the capital of Unieuro, and, finally, some top managers of
Unieuro36 jointly hold 1.8%.

35
Source: Consob, relevant shareholders Unieuro S.p.A..
36
Source: re-processing of the results of the register of shareholders as at 12 June 2018.
13. INFORMATION
ON RELATED-PARTY
TRANSACTIONS AND
NON-RECURRING,
ATYPICAL OR UNUSUAL
TRANSACTIONS
The tables below summarise the Group's credit and debt relations with related parties as
at 28 February 2019 and as at 28 February 2018:

(Amounts in thousands of Euros)


Pallacanestro Statutory Board of
Type Forlì 2.015 s.a r.l Auditors directors

At 28 February 2019

Other current liabilities - (96) (233)

Other non-current liabilities - - -

Total - (96) (233)

(Amounts in thousands of Euros)


Statutory Board of Main
Type Auditors directors managers

At 28 February 2018

Other current liabilities (75) (190) (365)

Other non-current liabilities - - (487)

Total (75) (190) (852)


Director’s Report 76 - 77

Credit and debt relations with related-parties as at 28 February 2019


Total balance Impact on balance
Main managers Total sheet item sheet item

(278) (607) 189,103 (0.3%)

(1,440) (1,440) 1,466 (98.2%)

(1,718) (2,047)

Credit and debt relations with related-parties as at 28 February 2018


Total balance Impact on balance
Total sheet item sheet item

(630) (163,381) 0.4%

(487) (718) 67.8%

(1,117)
The following table summarises the economic relations of the Group to related parties as
at 28 February 2019 and as at 28 February 2018:

(Amounts in thousands of Euros)


Pallacanestro Statutory Board of
Type Forlì 2.015 s.a r.l Auditors directors

At February 2019

Purchases of materials and external services (262) (97) (690)

Personnel costs - -

Total (262) (97) (690)

(Amounts in thousands of Euros)


Statutory Rhône Capital Board of
Type Auditors II L.P. directors

At February 2018

Purchases of materials and external services (87) (151) (571)

Personnel costs - - -

Total (87) (151) (571)

For the periods concerned, related-party receivable/payable and income statement


positions were mainly for:
• Stock option plan known as the Long Term Incentive Plan reserved to Executive
directors, contractors and employees of Unieuro. The Plan calls for assigning ordinary
shares derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code;
• relations with Directors and Main Managers, summarised in the table below:

Main managers

Year ended 28 February 2019 Year ended 28 February 2018

Chief Executive Officer - Giancarlo Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli

Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti

Chief Corporate Development Officer - Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli

Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri

Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
Director’s Report 78 - 79

Economic relations with related parties as at 28 February 2019


Total balance sheet Impact on balance
Main managers Total item sheet item

- (1,049) (1,923,930) 0.1%

(5,105) (5,105) (169,878) 3.0%

(5,105) (6,154)

Economic relations with related parties as at 28 February 2018


Total balance Impact on balance
Main managers Total sheet item sheet item

- (809) (1,7145,540) 0.0%

(4,608) (4,608) (156,296) 2.9%

(4,608) (5,417)
The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).

The table below summarises the Group's cash flows with related parties as at 28 February
2019 and as at 28 February 2018:

(Amounts in thousands of Euros)


Italian
Pallacanestro Electronics Statutory
Type Forlì 2.015 s.a r.l. Holdings S.r.l. Ni.Ma S.r.l. Auditors
Period from 1 March 2017
to 28 February 2018
Net cash flow from (used in)
operating activities - 4,221 50 (41)
Cash flow generated/(absorbed)
by financing activities - (9,598) - -

Total - (5,377) 50 (41)


Period from 1 March 2018
to 28 February 2019
Net cash flow from (used in)
operating activities (262) - - (76)
Cash flow generated/(absorbed)
by financing activities - (6,760) - -

Total (262) (6,760) - (76)


Director’s Report 80 - 81

Related parties
Impact
Rhône Capital Board of Main Total balance on balance
II L.P. directors managers Total sheet item sheet item

(231) (798) (3,428) (227) 85,203 -0.3%

- - - (9,598) (3,317) 289.4%

(231) (798) (3,428)

- (647) (2,815) (4,062) 82,312 -4.9%

- - - (6,760) (21,504) 31.4%

- (647) (2,815)
14. INFORMATION ON
CORPORATE BODIES
Unieuro S.p.A. adheres to the Self-Governance Code of listed Italian companies (the
"Code") and has adapted it to suit its characteristics.

In order to meet the transparency obligations required by regulations in the sector, the
"Report on Corporate Governance and Ownership Structure" was prepared as required
by Art. 123-bis of the Consolidated Finance Law which provides a general description
of the governance system adopted by Unieuro S.p.A. and information on ownership
structure, the organisational model adopted pursuant to Legislative Decree 231 of 2001
and the level of compliance with the Self-regulation Code, including the main governance
practices applied and characteristics of the risk management and internal control system
in relation to the financial reporting process.

This document is available at the Company's website (http://www.unieurospa.com/).

14.1 Stock option plans

Long-Term Incentive Plan


On 6 February 2017, the Extraordinary Shareholders- Meeting of Unieuro approved the
adoption of a stock option plan (the "Plan" or “Long-Term Incentive Plan” or “LTIP”)
reserved for Executive Directors, associates and employees (executives and others)
of Unieuro. The Plan calls for assigning ordinary shares derived from a capital increase
with no option rights pursuant to Art. 2441, paragraphs 5 and 8 of the Italian Civil Code
approved by Unieuro's Shareholders’ Meeting on the same date.

The Plan specifies the following objectives: (i) to focus the attention of people covered
by the plan on matters of strategic importance to Unieuro, (ii) to increase loyalty among
people covered by the plan and give them incentive to remain with Unieuro, (iii) to
increase the competitiveness of the company by identifying medium-term objectives and
promoting the creation of value both for Unieuro and its shareholders and (iv) to ensure
that the overall remuneration of the people covered by the plan remains competitive on
the market.

The implementation and definition of specific features of the Long Term Incentive Plan
were referred to the same Shareholders’ Meeting for specific definition by the Unieuro
Board of Directors. On 29 June 2017, the Board of Directors approved the plan regulations
(“Regulations”) whereby the terms and conditions of implementation of the Plan were
determined.
Director’s Report 82 - 83

The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.

The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
• Recipients : the Plan is addressed to Directors with executive type positions, associates
and employees (managers and others) of Unieuro ("Recipients") that were identified
by the Board of Directors within those who have an ongoing employment relationship
with Unieuro and/or other companies of the Group. Identification of the Recipients was
made on the basis of a discretionary judgment of the Board of Directors that, given
the purpose of Long Term Incentive Plan, the strategies of Unieuro and the Group and
the objectives to be achieved, took into account, among other things, the strategic
importance of the role and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
ordinary shares in Unieuro for a maximum of 860,215 options, each of which entitling
the bearer to subscribe one newly issued ordinary share (“Options”). If the target is
exceeded with a performance of 120%, the number of Options will be increased up
to 1,032,258. A share capital increase was approved for this purpose for a nominal
maximum of €206,452, in addition to the share premium, for a total value (capital
plus premium) equal to the price at which Unieuro’s shares will be placed on the MTA
through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights : the subscription of the shares can only be carried out after 31 July
2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options will
happen on 31 July 2020 provided that: (i) the working relationship with the Recipient
persists until that date, and (ii) the objectives are complied with, in terms of distributable
profits, as indicated in the business plan on the basis of the following criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of options
eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of options
eligible for exercise will increase proportionally on a straight line between 100% and
120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to EUR 11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Long Term
Incentive Plan until completion of the vesting period (29 February 2020) with the
exercise of company rights pertaining to the Shares obtained during that year with the
exercise of Subscription Rights;
• Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July 2025.

The cost for the Long-Term Incentive Plan included in the financial statements as at 28
February 2019 was Euro 2.0 million.

14.2 Treasury shares and holding Unieuro shares

During the year, Unieuro S.p.A. did not purchase or sell any treasury shares directly or
through an intermediary.
Director’s Report 84 - 85

15. STAFF-RELATED
INFORMATION
Composition of workforce
Below is a breakdown of employees by classification.

28 February 2019 28 February 2018

Unieuro S.p.A. Monclick S.r.l. Unieuro S.p.A. Monclick S.r.l.

Executives 23 1 17 3

Middle managers 52 0 57 1

Office workers 4,546 34 4,444 35

Factory workers 1 - 1 -

Apprentices 51 - 17 -

Temporary staff - - - -

Total 4,673 35 4,536 39

Gender equality and work environment


The equal treatment of individuals is carried out at the Unieuro Group by ensuring that
starting with the selection phase and in all work performed, there will be no discrimination
on the basis of race, sex, nationality, sexual orientation, social status, physical appearance,
religion or political affiliation.

Search and selection


The Unieuro Group undertakes to encourage the development and implementation of
transparent hiring practices in full compliance with equal opportunities. The criteria
guiding candidate selection are professionalism and compliance with the skills and
attitude required to fill the open position.

The tools and channels used to find candidates, in descending priority order, are the
company’s website in the “Work with us” section, and relationships with recruiting and
selection companies with which specific partnerships are maintained.

Training, organisation and compensation policies


At the Unieuro Group, training is an (in)tangible investment in our most important asset:
our employees. Every year the Group invests significant resources in the professional
and managerial training of employees using tools such as direct teaching, webinars,
conferences, tutoring, simulations, on-the-job training, e-learning and staff training.
In addition to mandatory training courses (health and safety, Organisational Model
231, privacy), there are managerial and professional training programmes for store and
head office staff. As an example, topics covered range from people management to
effective communications, from sales techniques to visual merchandising, and from work
organisation to sales management at the points of sale.

The company’s academy for apprentice managers is particularly important in the


professional development and growth of its human resources. Participants, who are
identified out of the pool of individuals at the company through an internal candidacy
process, assessment centres and individual interviews, participate in on-the-job and
classroom training that lasts 6 months.

In order to meet the transparency obligations required by regulations, the “Compensation


Report” was prepared pursuant to Art. 123-bis of the Consolidated Finance Law and Art.
84-quater of the Issuers’ Regulation.

This document is available at the Unieuro website at http://www.unieurocorporate.it/.

Protection of health and safety


For the Group, the health and safety of all human resources in the workplace in accordance
with current regulations is a priority. In particular, the Group takes steps to provide work
conditions that respect the physical and moral integrity of workers.
Director’s Report 86 - 87

16. MANAGEMENT AND


COORDINATION ACTIVITIES
Unieuro S.p.A. is not subject to the management or coordination of companies or entities
and it determines its general and operational strategies in full autonomy.
17. THE MAIN RISKS AND
UNCERTAINTIES TO WHICH
THE GROUP IS EXPOSED
The Group is exposed to a number of risks that can be grouped into the three large
categories listed below:
• strategic and operational risks;
• financial risks;
• legal and non-compliance risks.

17.1 Strategic and operational risks

The main financial risks to which the Group are the following:

Risks connected with competition and competitiveness: The Unieuro Group is exposed
to the risk of not being able to maintain its competitive position in the market and/or
of not being able to properly assess future developments in consumer preferences in
relation to market trends.

Risks connected with the economic situation and dependence on the Italian market: The
Unieuro Group is exposed to the risk of a potential reduction in future revenues resulting
from the limited purchasing power of the average consumer due to any continuing
phenomena of an economic recession. If the current period of gradual economic recovery
stalls or reverses, or if there are other periods of economic and/or financial crises, there
could be negative repercussions on the Group's income statement, balance sheet and
cash flows.

Risks connected with recognition of the brand: the decrease in the recognition and
distinctive features of the Unieuro and Monclick brands could impair the Group's
competitive position in its reference market. The Group's strategy is aimed at improving
the reputation of the Unieuro and Monclick brands by focusing on the breadth of the
range of products offered and product quality and innovation and by providing customers
with a range of products that are affordable.

In order to improve the recognition of its brands, the Group conducts advertising
campaigns through traditional means of communication (advertising inserts, leaflets,
television spots, posters, etc.) and through its website and social media. Any promotional
activities not in keeping with the positioning of the Unieuro and Monclick brands and not
consistent with the sales strategy could turn out to be ineffective and have a negative
impact on the Group's image and the perception of its brands.
Director’s Report 88 - 89

Risks connected with the management of directly operated points of sale: The Unieuro
Group is exposed to the risk of having to compete with the pricing offered by other
competing companies when renewing agreements for directly operated points of sale.
Additionally, there is also a potential risk deriving from the draft law on Sunday store
closing, which may have repercussions on the number of visitors and, therefore, on the
business volumes of the Unieuro Group.

Risks associated with points of sale that are not directly operated and relations with
affiliates: The Unieuro Group is exposed to the risk of losing commercial relationships
with its affiliates and/or the deterioration of their pricing that could result in a reduction
in related revenues.

Risks associated with recent and/or potential future acquisitions: The Unieuro Group
might be exposed to liabilities that did not arise during the pre-acquisition due diligence
process or are not covered by contractual provisions relating to companies acquired in
the past or to be acquired in the future. In any case, the assessments performed during
the period before an acquisition may not be accurate.

Risks associated with the evolution and growth of e-commerce: The Unieuro Group is
exposed to the risk of not being innovative and not enhancing its e-commerce platform,
and not offering its customers a platform in keeping with that of its competitors. The
Unieuro Group has made several investments in the online sales channel in order to offer
its customers a technologically advanced e-commerce platform that is seen as easy to
use and intuitive by users. In this context it should be noted that the e-commerce sector
is characterised by the rapid growth in technology and business models (e.g. the creation
of websites available on mobile devices).

Among other things, the Unieuro Group's success and competitiveness depend on the
ability to innovate and enhance its technologies and adapt them, from time to time, to
respond to changes and technological advances without generating cannibalisation
phenomena to the detriment of the traditional distribution channels that the Unieuro
Group also uses.

Risks associated with supplemental warranties: The Unieuro Group is exposed to the
risk that the estimates, on the basis of which it develops its strategy in the area of offering
supplemental warranties, turn out to be incorrect. Although at the date of this Report
the Unieuro Group had not recorded any requests for product repairs or replacements
greater than estimates made, the risk cannot be ruled out that the actual requests for
remedies under supplemental warranties turn out to be significantly higher than the
Group's projections with potential negative repercussions on the Company’s income
statement, balance sheet or cash flows.

Risks associated with supplier relations: The Unieuro Group is exposed to the risk of
potential problems in the management of trade relations with its suppliers. Most suppliers
the Group relies on establish a maximum limit of credit available to individual customers
who turn to them to supply merchandise on the basis of credit facilities granted to such
companies by insurance companies operating in this specific area. In general, these
facilities are provided on the basis of numerous factors such as the domestic economic
environment, country risk and each customer’s financial position and creditworthiness.
If these factors deteriorate, the amount of credit available to the Group could decline,
or in any event, be lower than expectations. In this case, several suppliers could decide
to reduce or terminate credit facilities provided to the Group, which could adversely
affect the Group's procurement of electronic products and ultimately its ability to meet
customer demand with potential significant negative repercussions on the Group's
income statement, cash flows and balance sheet.

Other operational risks: this category includes risks typical of the consumer electronics
sector connected with: opening new points of sale, seasonality, failure to implement or
the delayed implementation of its business strategy, the technological development
of electronic products and the perception of new trends, the availability of products
and inventory obsolescence, the operations of the logistics centre and procurement of
products marketed, possible restrictions on imports, product liability, the operation of IT
systems, management of post-sale customer assistance services, e-commerce fraud and
services provided by third parties. The Group manages and measures these risks and
they are reflected in the financial statements in items related to inventories, with respect
to provisions for obsolescence and in provisions for risks and charges. For additional
information on provisions and write-downs made during the year ended 28 February
2019, see the related notes to the consolidated financial statements.

17.2 Financial risks

The main financial risks to which the Group is exposed are liquidity risk, interest rate risk,
credit risk and risks connected with the Group's net financial debt.

Liquidity risk: the Group defines liquidity risk as the possibility that the Group may not
be able to promptly fulfil its obligations. The Group manages its liquidity by taking into
account the seasonality of cash flows from retail sales, which may result in a certain
unevenness in cash flows from sales and operating costs in several months of the year.
This risk is contained through measures aimed at ensuring a balanced capital structure,
diversified sources of funding, the spread of due dates for financial debt over a broad
time horizon, the maintenance of unused committed lines of credit and defined limits on
maturities and credit counterparties in the management of liquidity.

From a structural standpoint, the Group has negative working capital and, as a result, it
is exposed to the risk of the inability to raise the financial resources necessary to meet
the related financial needs (primarily in the first half of the year). This peculiarity is mainly
due to the following structural characteristics of the business conducted by the Group:
(i) a small amount of trade receivables generated mainly by the Indirect channel relative
to sales volume, since most sales are very quickly transformed into cash, which is typical
of retail sales to end customers; and (ii) inventories in an amount structurally proportional
to turnover. On the other hand, the amount of current liabilities and especially trade
payables, tends to permanently exceed the amount of current assets.
Director’s Report 90 - 91

The Group has a revolving line of Euro 90.0 million, which is generally fully utilised in the
first half of each year to meet the related financial requirements and is instead repaid
during periods of the greatest cash generation (typically the last half of each year).

The Company believes that existing lines of credit and loans as at 28 February 2019 are
sufficient to cover requirements from its operating and investment activities and to repay
maturing debt.

Interest rate risk: the Group is exposed to interest rate risk largely in relation to floating
rate financial liabilities.

Most of the Group's debt exposure is at a floating rate. The Group continually monitors
interest rate trends using instruments to hedge against the risk of fluctuating interest
rates when deemed appropriate.

Credit risk: this is related to the Group’s exposure to potential losses resulting from the
failure of financial or commercial counterparties to fulfil their obligations. The Group
has receivable monitoring processes that call for analysing the customers’ reliability,
assigning a credit line and controlling exposure using reports that break down maturities
and average collection periods. There are no significant concentrations of risk as at 28
February 2019.

Risks associated with the Group’s net financial debt: The seasonality of business cycles
and the Group’s revenue trends do not rule out the possibility that the Group may need
to obtain new lines of credit to meet its financial requirements.

17.3 Legal and non-compliance risks

The Group defines non-compliance risk as the possibility of incurring legal and/or
administrative sanctions, financial losses or reputational damage as a result of violations
of mandatory provisions (of laws or regulations) or of company regulations (articles of
association, codes of conduct, self-governance codes). The main risks of this type can be
grouped in the categories described below.

Risks associated with the regulatory context: the Group conducts its business in sectors
regulated by national, EU and international regulations, the violation or change in which
could result in limitations of its operations or increased costs. In the future, it is possible
that there will be changes in tax and other rules and in existing regulations, including
from the standpoint of interpretations, that could result in the Group's liability or have a
negative impact on its business with a possible negative impact on its income statement,
balance sheet and/or cash flows.
Any legislative or regulatory changes (e.g. in relations between lessors and lessees,
taxation and related income and the issuance and maintenance of administrative
authorisations to perform business activities) could affect the Group’s balance sheet,
income statement and cash flows. Furthermore, any suspension and/or revocation of
licences or authorisations required by current legislation in Italy as a necessary condition
for conducting business activity at points of sale and any mandatory measures required
by competent authorities to confirm or issue such authorisations or licences could have a
potential negative effect on Unieuro’s operations or outlook, or on its income statement,
balance sheet and cash flows.

Risks associated with compliance with occupational health and safety and
environmental regulations: the Group is subject to laws and regulations protecting the
environment and health; therefore, any violations of the above-mentioned regulations
could involve limitations to the activities of the Group or significant additional costs.

The Group performs its business in sectors regulated by national and EU regulations
concerning environmental protection and health and safety in the workplace. In accordance
with the obligations of regulations on environmental protection and health and safety in
the workplace, the Group makes the investments necessary to ensure compliance with
the provisions of applicable laws and regulations.
Director’s Report 92 - 93

18. SIGNIFICANT
EVENTS DURING
AND AFTER THE YEAR
Significant events

Significant events

Bringing forward the dividend payment date


On 26 March 2018, in conjunction with the approval of the preliminary revenues for the
year 2017/2018, the Board of Directors of Unieuro approved bringing forward to June
2018 the ex-dividend date in respect of the profits for the financial statements for the
year ended 28 February 2018 as well as its payment in one go, so as to bring forward the
total distribution of the coupon by the Shareholders by four months.

The new communication campaign


Almost four years after the rebranding, which already marked a distinct change compared
with traditional sector arrangements, in April Unieuro launched a new simultaneous,
omnichannel communication format, aimed at optimising the celebration of its brand
values in an ever more effective manner.

More than a million downloads for the Unieuro app


Still in April, the Unieuro App recorded its one millionth download placing it in the top
twenty most downloaded shopping Apps from Apple Store and Google Play in Italy.
Launched in November 2016, the Unieuro App is a key tool in the company's omnichannel
strategy because it guarantees users a comprehensive and all-round shopping experience.

The exclusive agreement for the Ignis brand


On 3 May, Unieuro and Whirlpool Italia announced an important partnership for the
exclusive sale in Italy of large Ignis appliances. The agreement strives to strengthen
Unieuro's leadership position in the White category thanks to a dedicated range of
products, constantly under development, composed of more than 40 recommendations,
as well as the weight of the historic Ignis brand, which has been present on the Italian
market for more than 70 years.
The 2018 Shareholders’ Meeting
On 5 June 2018, the Unieuro Shareholders’ Meeting, which was convened in Forlì in a single
call, approved the Financial Statements as at 28 February 2018, resolved the allocation of
the operating profit, the coverage of the "negative reserves" and the distribution of the
dividend of Euro 1 per share, totalling Euro 20 million paid later on 13 June 2018 and voted
in favour of the first section of the Remuneration Report.

The acquisition of 8 former DPS (Trony) stores


On 24 July, Unieuro announced the acquisition of the business unit DPS Group S.r.l.
in liquidation, composed of 8 former Trony stores - not operational at the time of the
announcement - located in the provinces of Milan (3), Imperia (2), Padua, Potenza and
Taranto.
The stores, which cover a total area of more than 10,000 square metres and generate
potential revenues of at least Euro 50 million, were chosen from 35 former DPS sales
outlets in order to guarantee the best complementarity with the existing Unieuro network,
at the same time providing significant opportunities for synergies and the possibility of
strengthening the presence in Milan.
The operation was worth Euro 3.4 million, financed through recourse to available
liquidity and lines of credit. The first 7 sales outlets were reopened to the public from
mid-September to early October. More specifically, on 6 October, following an effective
local advertising campaign, the Milan, San Babila point of sale was also re-opened: a
1,150 square metre space in an underground station, intended to strengthen Unieuro's
presence in Milan as well as the Travel channel, given the millions of passengers transiting
each year through this extremely central location.

The opening of the new Piacenza logistics hub


After having successfully completed the transfer of people and goods without a break in
company activities, on 12 October Unieuro's management opened the new 104,000 square
metre central distribution platform in Piacenza, the starting point for a comprehensive
logistics strategy, intended to bring Unieuro even closer to end-users. Owned by Generali
Real Estate, the new facility - the linchpin of Unieuro's distinctive business model - is
the subject of a long-term lease agreement and will to continue to concentrate of the
reception, storage and dispatch of all goods sold by Unieuro through each of its five
operating channels. Unieuro's total investment, equal to around Euro 11 million, was
intended specifically for plant engineering, surveillance systems, IT and automation.
Director’s Report 94 - 95

Expansion in the north-east


Still on 12 October, Unieuro announced new actions for the selective strengthening of its
network of stores in Veneto, Trentino Alto Adige and Friuli Venezia Giulia.
Following participation in the competitive procedure launched by the Court of Milan,
Unieuro was awarded the contract for a business unit of Galimberti S.p.A., in an
arrangement with creditors, made up of 5 stores previously under the Euronics brand,
with a total area of around 7000 square metres. At the same time, separate agreements
were announced, signed between the end of July and the beginning of August, which
Unieuro entered into with the owners of two properties in Verona and Trieste, aimed at
opening two new sales outlets in spaces previously occupied by competitors, Trony and
Euronics, respectively.
The potential incremental turnover of all seven stores acquired is equal to around Euro 50
million, compared with a purchase cost of Euro 2.5 million.
The 5 former Galimberti sales outlets were reopened on 15 November, the Verona store
on 23 November and that of Trieste on 8 December.

Exceptional results for “Black Roc Friday”


In November 2018, Unieuro launched “Black Roc Friday”, the promotional campaign
dedicated to the longest Black Friday in the history of the Company.
During the period running between 12 and 26 November, Unieuro S.p.A. recorded revenues
up 50% on the corresponding period of 2017, achieving record levels on all sales channels,
both physical and digital. On Black Friday, in particular, Unieuro recorded the highest
ever daily revenues (+21% retail sales on 24 November 2017) whilst the unieuro.it platform
booked an absolute record in terms of daily orders, which rose by 80% also thanks to the
growing success of the mobile app.

Integration with the Google Assistant


In December 2018, Unieuro announced the launch of the Google Assistant, the voice
assistant system for Android and IOS smartphones and tablets and smart speakers
Google Home and Google Home Mini. Thanks to the launched integration, clients can
receive information about the nearest sales outlet, find out about the latest news in the
stores, select the best promotional offers or control the status of orders placed on the
on-line store.

Strategic partnership with the “Iper, La grande i” chain


On 10 January 2019, Unieuro made a very important partnership agreement official with
the Finiper Group. The agreement marked the continuation of the positive experience of
a pilot project launched in February 2018 and by the end of 2019 will result in a total of
20 shop-in-shops branded “Unieuro by Iper”, within the “Iper, La grande i” hypermarkets.
The new sales outlets, which already numbered 14 as at 28 February 2019, are managed
directly and independently by Iper, by virtue of a commercial franchise agreement and
boast a commercial surface area that ranges approximately between 400 and 800 square
metres.
Thanks to this partnership, Unieuro has extended its market consolidation to include
the large-scale retail channel and will benefit from the considerable traffic developed by
the Iper hypermarkets, thereby generating higher purchase volumes and better supply
conditions, to the benefit of the commercial offer of all sales channels. The shops-in-
shops will also be enabled for pick-and-pay of the products acquired on the unieuro.it
platform, thereby further boosting the Company’s omnichannel strategy.

Updated Dividends Policy


In light of the positive market reaction to the June payment as a lump sum of the dividend
relative to FY 2017/18, on 10 January 2019, the Unieuro Board of Directors resolved to
adopt this method again this year and for the years to come.
With legal and effective requirements met for the distribution of dividends, as envisaged
by the Dividends Policy resolved on 1 March 2017, the dividend will therefore be paid
approximately in June the year after that to which it pertains.
The Dividends Policy, as amended above, remains unchanged in all other aspects,
with particular reference to the quantification of the coupon, which will continue to be
proposed as at least 50% of the Adjusted net result.

The acquisition of 12 Pistone (Expert) stores


On 15 January 2019, Unieuro announced its launch in Sicily, a region numbering five million
inhabitants, up until that point poorly covered, through the acquisition of 100% of the
share capital of a newly-established company owning 12 sales outlets in Sicily, belonging
to Pistone S.p.A., one of the most important shareholders of the Expert buying group
operating in Italy, with registered office in Carini (Palermo).
With a total sales surface area in excess of 25,000 square metres, the 12 stores develop
turnover of approximately 140 million euros and boast positive profitability that exceeds
the market average, also thanks to a winning, modern format and strategic locations in
some of the most important Sicilian shopping centres.
The price agreed for the purchase of the investment in the newco was 17.4 million euros,
of which 6 million euros paid at closing 6 million 12 months later and 5.4 million after a
further 12 months.
In a parallel fashion, Unieuro has announced its intention of using the logistics platform
offered by Pistone S.p.A., again in Carini, with the aim of making it into the secondary hub
of the chain directly servicing the central platform of Piacenza.
Director’s Report 96 - 97

Subsequent events

Completion of the Pistone transaction


On 1 March 2019, Unieuro completed purchase of 100% of the share capital of Carini
Retail S.r.l., the company formerly owned by Pistone S.p.A. and holder of a business unit
comprising 12 sales outlets in Sicily.
The integration began immediately and entailed the progressive adoption of the Unieuro
brand by the new sales outlets, completion of which was celebrated by a high-impact
local communication campaign.

Opening of 5 Additional Unieuro by Iper


On 14 March 2019, 5 new shop-in-shops were opened in as many hypermarkets of Iper, la
Grande i. The number of sales outlets under the Unieuro by Iper brand thus reached 19
units.

Unieuro’s app enhanced thanks to “augmented reality”


With the goal of developing a more and more personalized customer journey, Unieuro
announced at the end of April a new and innovative feature in its App: augmented reality,
that will give the possibility to simulate the real presence of large household appliances
and TV in a specific environment, in order to easily chose the best solutions for the
environment itself.

Market leadership
On 15 March, the Board of Directors examined some of the preliminary results of the
year ended on 28 February 2019. In light of the revenues standing at 2.1 billion euros,
for the first time ever, Unieuro is a market leader, no longer just in terms of number of
sales outlets and profitability, but also business volumes. And this leadership position
is set to increase even further in the current year, with the consolidation of the former
Pistone stores, the start-up of the Unieuro shops-in-shops by Iper and the incremental
contribution of purchases and new openings completed in the last twelve months.
19. FORESEEABLE
OPERATING EVOLUTION
For FY 2019/2020, Unieuro expects to see a substantially stable market in terms of value,
impacted by macro economic factors and possible regulatory evolutions. If growth of the
on-line segment is once again expected to be two-figure, albeit normalised with respect
to the major increase recorded last year, it will be physical retail that is most greatly
impacted by the effects of the virtually zero economic growth.

The Group intends to continue the development strategy pursued successfully to date,
with an effective omni-channel commercial approach that pays close attention to margins,
an even greater focus on services and a selective growth plan with the simultaneous
rationalisation of the network. In a parallel fashion, Unieuro will continue to monitor the
market and assess external growth opportunities that may be useful to ensuring an ever
more capillary level of distribution efficiency.

2019 will be the year of integration of ex-Pistone/Expert stores, which will require close
attention in view of the characteristics of the business acquired and a business culture
to be preserved in order to maintain the competitive advantage. At the same time, the
development in Sicily will continue relentlessly thanks to the search for new locations
and the launch of the new local logistics organisation, which will use the secondary hub
of Carini.

Investments, also financed thanks to operative cash flow that is once again strong, will
privilege the development and digitisation of the network, the continuous upgrades of
the digital platform and the strengthening of the central infrastructure of Unieuro, starting
from the IT systems, in order to adjust them to the growing needs of an increasingly
extensive and articulate business context.
Director’s Report 98 - 99

20. CONSOLIDATED
NON-FINANCIAL
STATEMENT OF THE
UNIEURO GROUP
1. How to read the consolidated non-financial
statement of the Unieuro Group
The Consolidated Non-Financial Statement (hereinafter also referred to as the “Statement”)
of the Unieuro S.p.A. Group (hereinafter also referred to as the “Group”), prepared in
accordance with Italian Legislative Decree no. 254/2016 implementing Directive 2014/95/
EU, presents information and data on the policies practised and the management of
environmental, social, personnel-related issues, respect for human rights and the fight
against active and passive corruption, useful to ensure the understanding of the activities
carried out by the Group in these areas, its performance, the results achieved and the
impacts deriving from them. The Statement also sets out the main risks connected with
non-financial topics and how they are handled.

The drafting of the Statement is based on specific principles and methodologies foreseen
by the most recent standards published in 2016 by the Global Reporting Initiative (GRI
Standards – “core” option), authoritative Independent Body37 dedicated to defining
models for non-financial reporting. In particular, the Statement refers to the 2016 GRI
Standards indicated in the GRI Content Index table presented below.

The extent and quality of the reporting reflect the principle of materiality, an element
foreseen by the relevant legislation and characterising the GRI Standards: the topics
dealt with in the Statement are those that, after careful evaluation, have been considered
relevant as able to reflect the social and environmental impacts of the Group’s activities
or to influence the decisions of its stakeholders.

As required by Legislative Decree 254/2016, the Statement will be published annually


and is subject to a judgement of conformity of the information provided with respect
to the requests of the afore-mentioned Decree and the standard used by the statutory
auditor of the statutory financial statements.

37
The Global Reporting Initiative is a non-profit organisation founded in Boston in 1997 with the aim of creating
a useful support to the reporting of the sustainable performance of organisations of any size, belonging to any
sector and country in the world. In 2001 it was recognised as an Independent Body by the United Nations and in
2002 the UNEP (United Nations Environment Program) formally recognised and shared its principles by inviting
all UN Member States to identify an official headquarters as a body recognised by the United Nations.
Reporting scope
The qualitative and quantitative information contained in the Statement refers to the
performance of the Unieuro Group (hereinafter also the “Group”) for the year ended 28
February 2019. Below, the terms “Unieuro” or “Group” shall mean the group of companies
consisting of the parent company Unieuro S.p.A. and the subsidiary Monclick S.r.l.,
whereas by the terms “Unieuro S.p.A.” or “Company” we refer exclusively to the parent
company Unieuro S.p.A.

In order to facilitate understanding of the evolution of sustainability performance, the


quantitative information is presented over a three-year time frame, with the exception of
some data, which is not available for the year as at 28 February 2017. Finally, it should be
noted that some issues and indicators may have a different reporting scope compared
to the one relating to the Group, if these have been assessed by management as not
relevant for a specific company in consideration of the activities carried out. In this case,
in the text, the reference scope of the topic/indicator is clearly explained.

In order to be able to provide a picture as up-to-date as possible with respect to the


reference company scope for the drafting of the Statement, it should be noted that
the subsidiary Monclick S.r.l. was acquired during the year ended 28 February 2018 and
entered the consolidation perimeter on 9 June 2017, with retroactive accounting effect
at 1 June 2017.

Relevant issues for Unieuro


Based on what is governed by the regulations and defined by the GRI Standards, an
analysis of materiality (significance) of the Group’s non-financial issues was carried out,
which allowed the set of aspects to be reported in the Statement to be defined.

The materiality analysis process is carried out periodically and consists of three main
phases: preliminary identification, evaluation and definition of the material topics.
1. Considering as a starting point the indications provided by Legislative Decree 254/2016,
the potentially relevant issues were first identified on the basis of an analysis of the
activities carried out by Unieuro, the characteristics of the sector, the approaches
adopted by comparable companies at national and international level and the themes
suggested by the GRI for each economic sector;
2. the topics that emerged have been discussed and assessed by the management team
at dedicated meetings, thereby allowing for the definition of those most representative
of the social-environmental impacts generated by the Group, according to their
relevance in terms of achieving the company’s objectives (relevance for Unieuro) and
stakeholders (relevance for stakeholders);
3. upon completion of the analysis, a total of 12 material topics were defined, correlated
to the aspects regulated by Italian Legislative Decree no. 254/2016.

The Group materiality resulting from the prioritisation of the topics is shown in the matrix
below, which represents the two dimensions assessed.
Director’s Report 100 - 101

High relevance

Transparency of product
and offer information to customers

Health and safety


Safety of commercial products of employees
and collaborators
Relevance to Stakeholders

Consumer privacy

Corruption Selection and


management of suppliers
Diversitiy and Equal Opportunity
Staff training
Waste management and career development

Support to
local communities

Resource
consumption
and emissions Relations with trade unions
Relevance

Relevance High relevance

Relevance to Unieuro

Matrix of materiality
The following table summarises the scope of each material topic, highlighting the entities
within the Group and the external entities that are involved in the possible impacts that
these imply. Furthermore, it should be noted that, where the issue does not concern the
entire Group, the company excluded from the scope of consolidation was considered
irrelevant in consideration of the type of activity performed.

Relevant topics Internal perimeter External perimeter

Consumption of resources and emissions Group -

Waste management Group -

Selection and management of suppliers Group Providers

Consumer privacy Group -

Safety of products on the market Group Providers

Support for local communities Unieuro S.p.A. -


Transparency of information
on products and offers to customers Group Providers

Diversity and equal opportunities Group -

Staff training and career development Group -

Relations with the trade unions Group -


Health and safety of employees and
collaborators Group Logistics cooperation

Corruption Group -
Director’s Report 102 - 103

Below is the statement of correlation between the Aspects of the Decree, the relevant topics
and the indicators envisaged by the GRI Standards Sustainability Reporting Guidelines.

Aspects of Italian Aspects of


Legislative Decree the 2016 GRI
no. 254/2016 Material theme Scope Standards Indicators

GRI 301: Materials GRI 301-1

GRI 302: Energy GRI 302-1


Consumption of GRI 305-1
resources and GRI 305-2
emissions Unieuro Group GRI 305: Emissions GRI 305-3
Waste GRI 306: Effluents
Environment management Unieuro Group and Waste GRI 306-2
GRI 102: General
disclosures GRI 102-9
GRI 308: Supplier
environmental
Selection and assessment GRI 308-1
management of GRI 414: Supplier
suppliers Unieuro Group social assessment GRI 414-1
GRI 418: Customer
Consumer privacy Unieuro Group Privacy GRI 418-1
Safety of products GRI 416: Customer
on the market Unieuro Group Health and Safety GRI 416-2
Support for local GRI 413: Local
communities Unieuro S.p.A. Communities GRI 413-1
Transparency of
information on
products and offers GRI 417: Marketing GRI 417-1
Company to customers Unieuro Group and Labelling GRI 417-3
GRI 102: General
disclosures GRI 102-8
GRI 405: Diversity
Diversity and equal and equal GRI 405-1
opportunities Unieuro Group opportunity GRI 405-2
Staff training
and career GRI 404: Training GRI 404-1
development Unieuro Group and education GRI 404-3
GRI 102: General
disclosures GRI 102-41
GRI 402: Labour/
Relations with the Management
trade unions Unieuro Group Relations GRI 402-1
Health and safety GRI 403:
of employees and Occupational
Personal collaborators Unieuro Group Health and Safety GRI 403-2
GRI 102: General
disclosures GRI 102-22
Diversity of GRI 405: Diversity
governance and Diversity and equal and equal
control bodies opportunities Unieuro Group opportunity GRI 405-1
GRI 205-1
GRI 205: Anti- GRI 205-2
Anti-Corruption Corruption Unieuro Group corruption GRI 205-3
GRI 406: Non-
Human rights - Unieuro Group discrimination GRI 406-1
Stakeholder involvement
The involvement of stakeholders is an opportunity for the Group to listen and exchange
a dialogue that is essential to understand the level of satisfaction with their work. In 2017,
during the preparation of the first Group Statement, a process was launched for the
identification of state-of-the-art, also aimed at identifying relevant topics. In particular, a
mapping of the stakeholders was carried out, starting from those identified in the Code
of Ethics, selecting: the categories whose interests are relevant based on direct and
indirect relationships with the Group, the categories whose interests may be directly
or indirectly conditioned or influenced by the company’s activities and, finally, those on
which the effects of the activities carried out by the Group would be most affected.
Unieuro develops its own process of stakeholder engagement starting from the values
of honesty, transparency and open dialogue and it is thanks to this approach that it is
able to pursue the dual objective of creating economic value and shared value for its
stakeholders.

Commercial
Partners

Shareholders Customers

Suppliers and
External
Competitors
Partners

Employees
Director’s Report 104 - 105

2. Group Profile
Unieuro is a leader in the distribution of consumer electronics and household electrical
appliances in Italy, driven by an omni-channel approach that comprises direct stores (237
as at 28 February 2019), franchised stores (275) and the digital platform unieuro.it. The
company is based in Forlí and has a central logistics platform in Piacenza; it numbers a
workforce of more than 4,700 employees). List on the STAR segment of Borsa Italiana
since 2017, Unieuro recorded revenues of 2.1 billion euros in the year ended as at 28
February 2019.

Employees by geographical region

28/02/2019 28/02/2018 28/02/2017


Employees u.m. Man Woman Total Man Woman Total Man Woman Total

Valle d'Aosta 5 10 15 7 10 17 7 10 17

Lombardy 378 328 706 371 311 682 331 291 622

Piedmont 200 274 474 213 275 488 205 266 471
Trentino Alto
Adige 21 24 45 18 12 30 18 16 34

Veneto 304 239 543 262 189 451 266 199 465
Friuli Venezia
Giulia 69 72 141 49 57 106 49 57 106

Liguria 116 131 247 102 118 220 92 109 201


Emilia
Romagna 416 370 786 418 370 788 348 317 665

Tuscany 93 116 209 84 108 192 94 114 208

Abruzzo 31 31 62 28 31 59 7 6 13

Marche 122 105 227 134 113 247 48 51 99

Umbria 17 14 31 17 14 31 15 15 30

Molise 24 15 39 25 15 40 12 5 17

Lazio 409 352 761 421 365 786 265 252 517

Sardinia 66 63 129 57 62 119 59 62 121

Campania 20 7 27 19 9 28 15 10 25

Apulia 93 60 153 84 55 139 84 54 138

Basilicata 35 24 59 32 16 48 32 16 48

Calabria 11 15 26 11 15 26 11 15 26

Sicily 14 14 28 33 43 76 34 45 79

Total 2,444 2,264 4,708 2,385 2,188 4,573 1,992 1,910 3,902

Unieuro’s mission is to combine the needs of today’s customers with tomorrow’s


technological solutions, thanks to the convenience of its products and services and the
acceptance of its people, the widespread presence, the vast assortment, as well as the
ability to organise the offer in a pleasant, clear and relevant way.
The corporate values that inspire the Group’s activities are:

PASSION CLOSENESS
In the desire to do, Both territorial
to grow, and in the timely
to anticipate and accurate
understanding of its
customers’ needs

EXPERIENCE COMMITMENT
Inherent in the history In activities, actions
and tradition and towards the
of Unieuro community

All 512 direct and franchise stores are distinguished by the Unieuro brand, one of the most
recognisable and established in the sector, with a claim - “Batte. Forte. Sempre”– which is
quite unique and memorable on the retail scene. Today, the Unieuro brand presents itself
as the sole interlocutor of a coherent communication ecosystem on all channels, online
and off-line.
Director’s Report 106 - 107

Through the five different distribution channels - integrated and converging - in which
it operates, Unieuro markets a wide range of electronic consumer products, household
electrical appliances and accessory services. In greater detail, the Company operates in
the following product categories:

GREY WHITE BROWN


Including cameras, video Including both major domestic Consisting of
cameras, smartphones, appliances (MDA), such as televisions and
tablets, computers washing machines, dryers, related accessories,
and laptops, monitors, refrigerators and freezers and smart-TV devices
printers, telephone system hobs, and small domestic and car accessories,
accessories, as well as all appliances (SDA), such as as well as memory
wearable technological microwave ovens, vacuum storage systems
products, such as, for cleaners, kettles, coffee
example, smartwatches machines, toasters or irons, as
well as home comfort products
(mainly fixed and movable air
conditioning systems)

SERVICES OTHER PRODUCTS


Including home delivery, Including entertainment-related products
installation, collection such as consoles and video games, DVDs
of used items, extended and Blu-rays, as well as all items sold by
warranty, consumer credit Unieuro that do not belong to the macro-
services through financial categories of consumer electronics and
intermediaries and after- home appliances such as drones, bicycles
sales assistance and hoverboards

In addition to the sale of products from third-party suppliers, Unieuro S.p.A. also markets
products with proprietary brands. This is particularly some lines of appliances, large and
small, produced by third parties that are marketed under the “Electroline” brand.

The subsidiary Monclick S.r.l., on the other hand, sells IT, electronic and telephone system
products and electrical appliances through the e-commerce platform in Italy, guaranteeing
a comprehensive purchasing experience, completed through the home delivery and
installation of the chosen product. It also operates in the segment known as Business
to Business to Consumer (B2B2C), where the customers are operators which need to
purchase electronic products to distribute to their regular customers or employees to
accumulate points or participate in competitions or incentive plans.
Unieuro is a member of external associations, both on a national and local level, with
a view to optimising its public and institutional relations. Nationally, the Company is a
member of Aires (Italian Association of Retailer Specialised Appliances), which brings
together the main companies and distribution groups specialised in consumer electronics
and household appliances, in turn a member of Confcommercio Imprese per l’Italia.

Since 05 April 2018, Unieuro has been chairing Confimprese, which groups primary
operators with direct and franchised distribution networks, regardless of the product
sector in which they operate.

At a local level, on the other hand, Unieuro is associated with Confindustria (Forlì), Ascom
(Forlì) and Confapi (Piacenza), to protect its interests in the territories in which the head
office and the logistics hub are located respectively.


Shareholding and corporate structure
On 4 April 2017, Italian Electronics Holdings S.r.l. (IEH) - up until that point the sole
shareholder of Unieuro S.p.A. - placed on the STAR Segment of the MTA (telematic
stock market) organised and managed by Borsa Italiana S.p.A. 31.8% of the Company,
equal to 6,363,637 ordinary shares, at a price of Euro 11 per share. On 03 May 2017, the
greenshoe option granted by IEH was partially exercised, for 537,936 shares. Therefore,
the placement covered a total of 6,901,573 ordinary shares of Unieuro S.p.A, equal to
34.51% of the share capital, for a total value of approximately 75.9 million euros.

On 06 September 2017, as part of an accelerated bookbuilding procedure, IEH placed a


further 3.5 million ordinary shares, accounting for 17.5% of the share capital, at the price
of Euro 16 per share. The total amount was 56 million euros.

On 17 October 2017, the partial demerger of IEH into eight newly established companies
took place. Following the transaction, IEH is indirectly invested in 100% by the private
equity fund Rhône Capital and is the majority shareholder of Unieuro through its holding
of 33.8% of the share capital.

On 1 October 2018, Amundi Asset Management, Europe’s largest asset manager in terms
of assets under management, and amongst the top ten worldwide, declared that it held
5% of the Company’s shares under non-discretionary management of investments,
thereby making it the third largest shareholder of Unieuro.

On 28 November 2018, the shareholder agreement that bound the shareholders previously
grouped together in IEH and originally stipulated on 10 December 2016, came to an end.

On 09 January 2019, the agreeing shareholders agreed to confirm some of the provisions
of said shareholder agreement through the stipulation of a new shareholder agreement,
which ended on 31 January 2019.
Director’s Report 108 - 109

At year end, the share capital is as follows:

Share capital of Unieuro S.p.A.

Share capital %

Italian Electronics Holdings (Rhône Capital)38 33.8

Alfa Srl (Dixons Carphone)38 7.2

Amundi Asset Management 38


5.0

Shareholders that can be traced to the Silvestrini family 39


5.1

Top manager Unieuro39 1.8

Other shareholders 47.1

The Unieuro Group, created following the acquisition of Monclick, consists of a parent
company (Unieuro S.p.A.) and the wholly owned subsidiary Monclick S.r.l, consolidated
starting from 1 June 2017.

Dialogue with shareholders


Again in FY 2018/2019, Unieuro guaranteed constant willingness for dialogue and
discussion thanks to the Investor Relations function, structured and adapted to the needs
of a Company of its size.

During its interfacing with the financial market, Unieuro was called to demonstrate that it
could make its vision concrete, as proposed to potential investors since the IPO.

In FY 2018/19, such activities regarded:


• the promotion of the largest possible coverage of the Unieuro security by brokers,
soliciting the critical interest by market participants;
• the organisation of half-yearly conference calls for financial analysts and investors, for
a direct, public discussion with the management of the half-yearly and annual results;
• participation in investor conferences organised by third parties, with particular
reference made to the two STAR conferences of Milan (March 2018) and London
(October 2018) promoted by Borsa Italiana;
• physical and virtual meetings with market participants, including during roadshows in
Italy and abroad, specifically organised;
• the constant update of the institutional website www.unieurospa.com, dedicated to
all stakeholders, in particular financial stakeholders, interested in further investigating
the corporate identity of Unieuro, its strategies, results and, more generally, the
investment case;
• promotion of Unieuro’s visibility of the main traditional and digital financial media,
during the dissemination of periodic results and extraordinary operations;
• the use of the professional social network LinkedIn, in order to share corporate
contents, in particular to the benefit of minor shareholders and employees.

38
Source: Consob, relevant shareholders Unieuro S.p.A.
39
Source: re-processing of the results of the register of shareholders as at 12 June 2018
The main issues that emerged in the talks with investors concerned the sustainability
of the business in light of a highly competitive market and the growing penetration of
e-commerce, with the consequent pressure on operators’ margins. Close attention was
paid to the Company’s external growth operations, the characteristics and reasons of which
were at the heart of numerous meetings and conference calls. The investors also focussed
on the evolution of the ownership structure and the sustainability of the Company’s profits
and cash flows, as well as its capacity to accordingly remunerate capital.

Main non-financial risks and how they are handled


In consideration of the activities carried out by Unieuro and the characteristics of the
reference market, below are the main non-financial risks of the Group and a description
of how they are handled.

Environment
The Group companies operate in the retail sector of small and large household appliances,
mainly through the retail and e-commerce channel, where there are environmental risks
related above all to compliance with the current applicable legislation governing waste
disposal, which could imply limitations on business activity or significant additional costs.
Specifically, there is the risk of incorrect or non- disposal of waste, in particular of the so-
called WEEE (Waste Electrical and Electronic Equipment). Unieuro is in fact among the
subjects that are obliged to the free collection of WEEE, as well as the possession of the
technical requirements for carrying out the activities of preliminary deposit, collection,
subsequent transport and conferment.

The Group Code of Ethics promotes the management of waste in compliance with
current regulations, through selected suppliers, requiring a verification of authorisation,
registration and communication of third parties, as necessary to the activities and
traceability of the process and chain control. Moreover, in order to oversee said risk, the
Group has also adopted a specific operating manual that defines roles and responsibilities
for the proper management of WEEE disposal. For more details, reference is made to the
paragraph entitled “Waste management”.

Clients
As a retail distributor of consumer goods, the Group is exposed to the risk of actions
for product liability pursuant to the provisions of the Consumer Code (Italian Legislative
Decree no. 205/2006). The sale by suppliers of products harmful to the health of citizens
or not in line with European standards in terms of safety or quality of products, albeit
governed by framework agreements and subject to certification by third parties, could
in fact expose Unieuro to the risk of claims for compensation and criminal proceedings,
for damages caused by defects in products sold and negative repercussions on the
Group’s reputation with possible negative effects on its economic, equity and financial
position. Likewise, Unieuro could be exposed to reports to consumer associations or the
Competition and Market Authority (AGCM) for complaints on various accounts.
Director’s Report 110 - 111

The Unieuro Code of Ethics not only promotes relations with consumers hinged on
complete transparency and satisfaction with respect to the products and services offered,
but it also guarantees the Group’s commitment to preserving the safety of its customers.
The high standing of the suppliers chosen and the strict industry regulations currently
in force in Europe for the marketing of products (in particular the RoHs Directive40)
guarantee the best possible monitoring of such risks. For more details, reference is made
to the paragraph entitled “Consumer Health and Safety”.

Being particularly active in online sales, further potential risks for Unieuro may be related
to online attacks and the cloning of customer credit cards or personal data, but also
from malfunctions or interruptions of computer systems. Unieuro is in fact exposed to
the risk of negative repercussions on the perception of the quality of the e-commerce
service offered, caused by potential cyber frauds perpetrated by third parties. Likewise,
it is exposed to the risk that the personal data of customers and subjects with whom the
Company entertains relationships might be damaged, stolen, lost, disclosed or processed
for purposes other than those permitted.

The Group Code of Ethics requires particular caution in the processing of information
relating to corporate activity and the data of employees and third parties in general
(including customers), and undertakes to protect information generated or acquired
within the corporate structure and/or during the management of business relationships.
Unieuro S.p.A. in fact has specific control systems monitoring physical and IT accesses
to the data centre and e-mail. The Company has also implemented and shared with all
company departments, a Disaster Recovery Plan. This Plan not only sets out a series of
actions to be taken in the event of an emergency but also includes a series of measures
to be implemented from time to time, to verify validity.
Finally, Unieuro has launched a process of adaptation to the new data protection
regulation (GDPR), equipping itself with an organisational model setting out policies and
procedures that aim to mitigate possible data breaches. For more details on the privacy
aspects, refer to the paragraph on “Consumer data security”.

Personal
The Group’s results and success depend, among other things, on the ability to attract
and retain qualified personnel and those who have held key positions in the business
development stages. The loss of some of these resources could in fact affect, at least
temporarily, Unieuro’s competitive ability, activity and prospects, with possible negative
effects on its business. Additional risks may relate to inadequate or inefficient internal
communication processes, inadequate staff training and accidents, mainly deriving from
the manual moving of loads in the warehouse to goods storage sites and/or occupational
diseases.

Within the Code of Ethics, the Group undertakes to respect a series of essential principles
for human resource management. These include the principle of equal opportunities and

40
The Directive lays down rules concerning the restriction on the use of hazardous substances in Electrical and
Electronic Equipment (EEE) in order to contribute to the protection of human health and the environment,
including the ecologically correct disposal and recovery of waste EEE.
non-discrimination, to be respected both when hiring employees and thereafter, ensuring
fair, meritocratic treatment. Unieuro also undertakes to comply, in all its staff management
policies, with the National Collective Bargaining Agreements and current provisions on
employment regulations.
In order to attract and withhold its employees, Unieuro has adopted an individual
performance assessment system that examines organisational and professional conduct
and offers managerial and professional training courses to staff of both stores and offices.
The Group is also committed to creating a workplace that is open to dialogue and
discussion, giving its employees the possibility of contacting their direct manager or the
HR Department each time such may be considered necessary, through direct contact,
telephone or e-mail. For more information, please refer to the paragraph on “Staff training
and career development”.

Additionally, in order to oversee the risk of injuries at work and occupational diseases,
Unieuro S.p.A. has equipped itself with an Organisation, Management and Control Model
in accordance with Italian Legislative Decree no. 231/2001 and the related verification
protocols, in compliance with Italian Legislative Decree no. 81/2008. For more information,
refer to the paragraph on “Health and Safety at Work”.

Consistently with the Monclick business, the risk of injuries and occupational diseases is
not relevant.

Finally, please note that the assessments of the management team have not currently
revealed any activities carried out directly by the Group entailing risks of the violation
of human rights (e.g. child labour, forced labour and freedom to associate and stipulate
contracts).

Corruption
Among the activities identified by the Company as potentially susceptible to corruption,
we highlight the relationships that the company may have with the authorities and public
officials for the opening of new stores, for the organisation of promotional events or
during tax audits. There may also be incidents of corruption during inspections on health
and safety at work, on the protection of personal data or on the correct disposal of waste.

Risks of corruption among individuals can instead be generated in the relationships


established for the identification of the properties for the sales outlets and in the definition
of the related contractual conditions, in relations with third parties in situations of litigation
undertaken against the Company as well as in the negotiation of contracts of purchase
with suppliers, to obtain advantageous conditions as well as during the verification of
customs formalities.

In order to minimise the risk of conduct that may be considered as corruption, the
Unieuro Group has equipped itself with a specific Anti-Corruption Policy, in compliance
with its Code of Ethics and in line with the best practices in matters of Anti-Corruption
Compliance Programme and with the international standard ISO 37001:2016.
Moreover, in order to foster the collaboration of workers and the consequent revelation
of corruption, the Group has implemented a whistleblowing policy formalised within a
Director’s Report 112 - 113

specific corporate policy (the “Whistleblowing Policy”), which provides stakeholders


with tools by which to report unlawful conduct or violations of the Model 231, the Code
of Ethics, the Anti-Corruption Policy and, in general, all internal corporate regulations
adopted by the Company.
Reference is also made to the matter in the latest update of the Model 231, General Part,
of Unieuro S.p.A.
For more details, please refer to the paragraphs entitled “Organisation, Management and
Control Model and the corporate regulatory system” and “Fight against corruption”.

Supply chain
The Unieuro Group markets a wide range of products supplied by a large number of third
parties, including the leading global manufacturers of home appliances and consumer
electronic goods. Almost all the products marketed by the Company, as widely happens
in the reference market, are produced in countries at risk of political, economic and
social instability or potentially subject to possible import restrictions. The Company’s
success also depends on its ability to maintain lasting commercial relationships with
these suppliers: otherwise, it could have an impact on the company’s reputation and
operations, with possible negative repercussions on its economic, equity and financial
situation.

Moreover, considering the location of the main suppliers, the main environmental risks
along the supply chain are those linked to the typical business of companies producing
household electrical appliances and consumer electronics. These mainly include pollution
of the soil and water due to incorrect disposal of water and fluids, atmospheric pollution
caused by fumes brought about by the processing of materials and consumption of
electricity and fuels and incorrect waste disposal (e.g. processing and packaging waste).
From a social viewpoint and in terms of respect for human rights, the risks linked to the
supply chain mainly refer to failure to comply with reference legislation and, above all in
some countries characterised by social instability, may regard risks connected with the
violation of human rights (e.g. child labour, forced labour and freedom to associate and
stipulate contracts).

The main environmental risk connected with the supply chain relates to the risk of the
incorrect disposal of WEEE, as already mentioned in the “Environment” section of this
paragraph.

To mitigate these risks, in its Code of Ethics, the Group has laid down a series of principles
that must be respected both by Group employees, when choosing new suppliers, and
by suppliers in all relations with the Group. For more information, see the paragraph on
“Selection and management of suppliers”.
3. Governance
Unieuro has adopted a so-called traditional management system, which enhances the role
of the Board of Directors as an executive body while the audit function is delegated to
the Board of Statutory Auditors. The Company’s corporate bodies are the Shareholders’
Meeting, the Board of Directors and the Board of Statutory Auditors, whose powers
and operating methods 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
proposing functions, the Remuneration and Appointments Committee and the Control
and Risk Committee, as well as a Related Party Transaction Committee that is assigned
the tasks and functions provided for by the Consob Related Parties Regulation.

On 12 December 2016, the Company’s Shareholders approved the adoption of a new


company by-laws; for more information on the Governance system, please refer to the
Corporate Governance Report and ownership structure as of 28 February 2019.

Board of Directors
The management of the Company is entrusted to a Board of Directors, pursuant to art. 12
of the Articles of Association, consisting of an odd number of members of not less than
seven and not more than fifteen. The meeting determines the number of members of
the Board of Directors from time to time, before their appointment, and within the limit
indicated above may increase during the term the number of directors who terminate
their mandate together with those in office. Directors remain in office for the term set
by the shareholders’ resolution appointing them, subject to a maximum of three financial
years and are re-eligible for office. The members of the Board of Directors must possess
the requisites of professionalism and honourableness provided for by the regulations,
also regulatory, in force and a minimum number, not less than that established by the pro
tempore legislation in force, must meet the independence requisites prescribed by the
applicable provisions.

The Company’s Articles of Association provide that the appointment of directors takes
place through the list voting mechanism and that the current Board of Directors as well
as the shareholders who alone or in concert represent the percentage of share capital
required by current legislation. Art. 14 of the Articles of Association also provides that if,
after the vote and the application of the preceding paragraph a gender balance is not
achieved as provided for by the regulations, the candidate from the most represented
gender elected last in 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 least represented gender. If fewer candidates are elected based on the
lists submitted than there are directors to be elected, the remainder will be elected by
the shareholders’ meeting, which will ensure that the minimum number of independent
directors are elected and that the gender balance required by 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 will act according to
Director’s Report 114 - 115

the statutory majority, in compliance with any minimum allotment ratio between genders
(male and female) provided by law and regulations.

Members of the Board of Directors


Currently, the Board of Directors of Unieuro S,p,A., appointed on 12 December 2016 and
subsequently supplemented on 6 February 2017, is made up of 7 directors including
one executive director and six non-executive directors who will remain in office until the
Shareholders’ Meeting to be called for the approval of the Company’s financial statements
for the year ended 28 February 2019. In relation to its composition and representation
of both genders, it should be noted that, only starting from its first renewal, the voting
provisions contained in the Articles of Association will apply.

Members of the Board of Directors

Membership of groups
Assignment Age Gender Type Independence of stakeholders

Chairman of the Board 68 M - - -

Chief Executive Officer 60 M Executive Non-independent -

Director 65 M Non-Executive Non-independent Rhone Capital

Director 42 M Non-Executive Non-independent Rhone Capital

Director 74 M Non-Executive Non-independent -

Director 70 M Non-Executive Independent -

Director 50 M Non-Executive Independent -

Members of the Board of Directors by age group

28/02/2019 28/02/2018 28/02/2017


Age range u.m.
Man Woman Total Man Woman Total Man Woman Total
under the
age of 30 - - - - - - - - -
Between 30
and 50 years N° 2 - 2 2 - 2 2 - 2
age over
50 years 5 - 5 5 - 5 4 1 5

Total 7 0 7 7 0 7 6 1 7

Control and risk committee


The Control and Risk Committee, appointed by the Board of Directors, has the task of
assisting the Board of Directors with preparatory, advisory and consultative functions, in
evaluations and decisions relating to the internal control and risk management system, as
well as those concerning the approval of periodic financial reports. The Control and Risk
Committee numbers three directors, of whom two are non-executive and independent
and one is non-executive.
Remuneration and Appointments Committee
As a Remuneration Committee, the task is to assist the Board of Directors with
preparatory, advisory and consultative functions, in evaluations and decisions relating
to the remuneration policy of directors and managers with strategic responsibilities,
evaluating periodically the adequacy, the overall consistency and the concrete application
of the remuneration policy.

As an Appointment Committee, the task is instead to assist the Board of Directors in


preparing the criteria for the designation of its members and to formulate opinions on
the size and composition of the same. The Committee also formulates assessments on
the designations of the managers and members of the corporate bodies and bodies.

The members and the Chairman of the Committee are appointed by the Board of
Directors.

The Remuneration and Appointments Committees number three directors, of whom two
are non-executive and independent and one is non-executive.

Committee for Transactions with Related Parties


The Committee for Transactions with Related Parties, appointed by the Board of Directors,
mainly has the task of formulating specific reasoned opinions on the interest of Unieuro
in the performance of Transactions with Related Parties, whether these are of greater or
lesser importance, expressing a judgement regarding the convenience and substantial
correctness of the relative conditions, upon receipt of timely and adequate information
flows. The Committee for Transactions with Related Parties numbers two directors, both
non-executive and independent.

Board of Statutory Auditors


The Board of Statutory Auditors is appointed by the ordinary Shareholders’ Meeting
of the Company, pursuant to articles 21 and 22 of the Articles of Association, through
a transparent procedure that guarantees, among other things, adequate and timely
information on the personal and professional characteristics of the candidates for the
position. As long as the Company’s shares are listed on an Italian regulated market or
other member states of the European Union, the board of statutory auditors is elected
by the ordinary shareholders’ meeting on the basis of lists presented by shareholders
and ensuring gender balance according to current regulatory provisions. If the balance
between the genders is not insured according to the provisions of legislation, the
necessary substitutions will be carried out according to the progressive order in which
the candidates are listed.

Statutory Auditors remain in office for three financial years. Their term of office expires
on the date of the shareholders’ meeting convened to approve the financial statements
for their third year in office.
Director’s Report 116 - 117

Members of the Board of Statutory Auditors


Currently the Board of Statutory Auditors is composed of 5 statutory auditors including
the Chairman, two standing statutory auditors and two alternate auditors. As for the
Board of Directors, the new voting forecasts contained in the Articles of Association will
be applied starting from its first renewal.

Compensation of the Board of Statutory Auditors

Assignment Age Gender

Chairman of the Board 43 M

Statutory Auditor 53 M

Statutory Auditor 52 M

Alternate auditor 46 M

Alternate auditor 68 M

Members of the Board of Statutory Auditors by age group

28/02/2019 28/02/2018 28/02/2017


Age range u.m.
Man Woman Total Man Woman Total Man Woman Total
under the
age of 30 - - 0 - - 0 - - 0
Between 30
and 50 years N° 2 - 2 4 - 4 4 - 4
age over
50 years 3 - 3 1 - 1 1 - 1

Total 5 0 5 5 0 5 5 0 5

Organisation, Management and Control Model


and corporate regulatory system
Unieuro S.p.A. is sensitive to the need to ensure fairness and transparency in the conduct
of business and related business activities, to protect its image and reputation, the
expectations of its stakeholders and the work of its employees.

The Company has adopted an Organisation, Management and Control Model in accordance
with Italian Legislative Decree no. 231/2001, which can prevent unlawful conduct by
its directors, employees and collaborators subject to management or supervision by
the Company. Although the adoption of the Model 231 at the time of its adoption did
not constitute an obligation, but an optional choice assigned to each individual body,
the Company decided to adapt by launching a project to analyse its organisational,
management and control tools, verify the correspondence of the behavioural principles
and of the existing safeguards with respect to the requisites envisaged by Legislative
Decree no. 231/2001 and, where necessary, proceed with the integration of the system
in force. Through the adoption of the Model 231, Unieuro S.p.A. intends to prevent and
combat the commission of crimes and to promote a corporate culture based on legality,
compliance with regulations and internal regulations.
To guarantee the effective implementation of the models, a Supervisory Body (SB) has
been appointed that verifies the implementation and effectiveness of Model 231.

In March 2019, the Organisation, Management and Control Model was updated with the
new offences considered under 231 and the provisions on whistleblowing (Italian Law no.
179 of 30 November 2017 - “Provisions for the protection of those reporting crimes or
irregularities of which they have become aware during their public or private employment”).
Indeed, addressees of the 231 Model are offered a reporting system through which to
highlight unlawful conduct, on the basis of precise, consistent elements of fact (Art. 6,
paragraph 2-bis of Italian Legislative Decree 231/2001). The reports are collected through
specific channels (the Whistleblowing Portal), made available on the company intranet
and the e-mail address odf@unieuro.com) and managed in line with respect to the
provisions of the recent Whistleblowing Policy (adopted starting March 2019).

To share values, principles and behavioural rules with their collaborators and communicate
them to all other stakeholders in order to build a transparent reality geared towards
compliance with ethical and behavioural standards, Unieuro has also adopted a Code of
Ethics in which it requires its employees and collaborators to operate in compliance with
the laws in force, professional ethics and internal regulations, in no way justifying conduct
contrary to the principles of fairness and honesty. Unieuro’s success cannot be separated
from ethics in the conduct of business and, consequently, the competitive context in
which it operates must be inextricably linked with ethical sensitivity, social involvement
and respect for the environment.

The fight against corruption


As required by the Code of Ethics, no employee must directly or indirectly accept, solicit,
offer or pay sums of money or other benefits, even as a result of illicit pressures. Unieuro
does not tolerate any kind of bribery of public officials, or any other party connected with
public officials, in any form or manner, in any relevant jurisdiction, including those where
such activities are permitted in practice or not prosecuted.

In addition to the principles and rules of conduct outlined in the Code of Ethics, the
Organisational, Management and Control Model identifies the so-called “sensitive”
activities to the offences referred to in Legislative Decree no. 231/2001, including the
crime of corruption, and defines specific control measures to support the instrumental
processes deemed to be exposed to the potential risk of commission of offences. A system
of sanctions is also adopted aimed at ensuring the effective implementation of Model 231
and outlining information and training activities on the contents of the same. The training
courses are provided in the classroom with regard to the top managers (Directors and
Area Managers) and through the e-learning platform for the remaining employees. During
FY 2017/18, training involved 2,390 employees, excluding the members of the Board of
Directors. They have been rescheduled for delivery for FY 2019/2020, consistently with
the latest regulatory update on Model 231. As already mentioned above, thanks to the
whistleblowing system implemented, Unieuro also establishes the methods through
which to report unlawful or illegitimate action, conduct or omissions, which constitute or
may constitute breach or inducement to breach the Group’s control measures.
Director’s Report 118 - 119

On the basis of the principles defined in the Code of Ethics and in supplementation of the
Model 231, in March 2019, Unieuro defined a specific Anti-Corruption Policy, which lays down a
series of rules for staff to follow in order to strengthen anti-corruption control measures. More
specifically, the Policy establishes the obligation to adhere to anti-corruption rules, providing
a definition of what may be interpreted as corruption and establishing the obligation to
report any unlawful practices in which staff may be actively or passively involved.

Performance indicators
During the risk assessment activities carried out by the Company during the 2016/17
financial year in order to identify “sensitive” activities and processes deemed to be
exposed to the potential risk of commission of offences pursuant to Legislative Decree
231/2001, ten processes were mapped, of which seven were at risk of commission of the
crime of corruption. At the same time, the related procedures and controls were defined.

During the 2018/19 financial year, no reports were found for the Group that concerned
incidents involving corruption.

4. Employees

Personnel Management
The Unieuro Group employs 4,708 resources, up approximately 3% compared to the
previous year mainly following the acquisition and subsequent relaunch of a total of 14
stores previously managed by competitors.

Employees are divided between business activities (clerks, cashiers, storekeepers and store
managers), amounting to 4,361 employees, and support activities (employees, specialists,
coordinators, managers, director of headquarters functions (Finance and Control,
Commercial, Omnichannel, Marketing, Property, Technical Office, Human Resources, IT,
Logistics, Service, Customer Care and Sales, Investor Relations), equal to 347 employees.
The majority of the resources, 86%, are employed on permanent contracts, thereby
guaranteeing the Group the possibility to retain qualified personnel within the company.

Effective employee management is central to Unieuro’s success. The competence and


commitment that every single individual dedicates to company activity are at the base of
the competitive advantage achieved by the Group, to the point of considering the costs
for professional growth and training among the most significant investments in intangible
capital. This and other essential aspects for the dissemination of a real shared culture
are conveyed by the Code of Ethics, addressed to all employees and approved by the
Board of Directors, in which the Group establishes the principles of equal opportunities
and non-discrimination, health and safety of workers, prevention of corruption risk and
conflict of interest, correct remuneration policies and, finally, the centrality of employee
orientation towards the client. All personnel management policies are also defined in
the utmost compliance with the applied National Collective Labour Contract and of the
current labour regulations.
In particular, the Company requires all the functions responsible for processes or
procedures concerning personnel management to:
• adopt selection criteria based on merit and competence;
• select, hire, train and remunerate employees without discrimination;
• comply with employment laws and standards;
• guarantee the physical and moral integrity of the collaborators;
• guarantee the right to working conditions that respect the dignity of the person.

Through the e-mail address managed by the Supervisory Body as the recipient,
communicated to all employees, it is possible to send reports for violations of the Code
of Ethics or Model 231. This tool allows to establish a direct dialogue with the supervisors
and guarantees the anonymity of the reporter.

Unieuro has formalised a system that provides annual assessment interviews and direct
interviews with store personnel by store managers and, informally, the Area Managers,
during which employees can report any problems in a climate of open dialogue and
mutual exchange.

Performance indicators

Employees divided by age group, gender and function

28/02/2019 28/02/2018 28/02/2017


Employees u.m.
Man Woman Total Man Woman Total Man Woman Total
Employees
employed
in support
functions 190 157 347 188 148 336 152 122 274
under the
age of 30 11 22 33 10 22 32 7 15 22
Between 30
and 50 years 146 119 265 150 112 262 112 92 204
age over
50 years 33 16 49 28 14 42 33 15 48
Employees N°
employed
in business
activities 2,184 2,177 4,361 2,197 2,020 4,237 1,840 1,788 3,628
under the
age of 30 335 242 577 355 235 590 248 163 411
Between 30
and 50 years 1,634 1,648 3,282 1,606 1,628 3,234 1,335 1,434 2,769
age over
50 years 215 287 502 236 177 413 257 191 448

Total 2,374 2,334 4,708 2,385 2,188 4,573 1,992 1,910 3,902
Director’s Report 120 - 121

Number of employees by type of contract and geographical area41

28/02/2019 28/02/2018 28/02/2017


Employees u.m.
Man Woman Total Man Woman Total Man Woman Total
Fixed-term
contract 372 294 666 364 265 629 242 176 418

North 240 198 438 239 166 405 170 120 290

Centre 115 83 198 113 93 206 60 48 108


South
and Islands 17 13 30 12 6 18 12 8 20
Permanent N°
contract 2,072 1,970 4,042 2,021 1,923 3,944 1,750 1,734 3,484

North 1,269 1,250 2,519 1,201 1,176 2,377 1,146 1,145 2,291

Centre 581 550 1,131 543 507 1,050 369 390 759
South
and Islands 222 170 392 277 240 517 235 199 434

Total 2,444 2,264 4,708 2,385 2,188 4,573 1,992 1,910 3,902

Diversity, equal opportunities and respect for human rights


Unieuro guarantees respect for diversity at all stages of personnel selection, ensuring
that there is no room for discrimination on the grounds of race, sex, nationality, sexual
orientation, social status, physical appearance, religion and political orientation. To ensure
compliance with these principles, the Company has adopted specific selection procedures
based on the principles of impartiality, speed and economy in the performance of the
selection and selection publication process. The processes are based on the adoption
of objective and transparent criteria, suitable to ascertain the correspondence of the
professional skills, abilities and aptitudes of the candidates to the characteristics of the
positions to be filled, avoiding any type of discrimination. Moreover, for the selection of
managerial or executive profiles, Unieuro can use companies specialised in personnel
selection to guarantee greater impartiality and objectivity in the selection.

In addition to the selection process, the Company undertakes to respect diversity and equal
opportunities at every stage of the relationship with its employees by adopting criteria based
on merit and competence also in remuneration policies. The Group’s commitment is enshrined
in the Code of Ethics, where it is reiterated that the physical and moral integrity of employees
is considered a primary value for the Group, which aims to ensure for its employees the right
to working conditions that are always mindful of the dignity of the person.

This commitment took the form of training courses for managers in the course of the
2018/19 financial year, focused on personnel management and labour regulations and
aimed at guaranteeing all workers the same opportunities, so that everyone can enjoy fair
treatment based on merit criteria and strict compliance with the law.

41
The subdivision by geographical areas is distributed as follows:
North: Valle d’Aosta, Piedmont, Lombardy, Trentino Alto Adige, Friuli Venezia Giulia, Veneto, Emilia Romagna, Liguria
Centre: Tuscany, Marche, Umbria, Lazio
South and islands: Sicily, Sardinia, Campania, Apulia, Basilicata, Molise, Abruzzo, Calabria
Confirming the Group’s commitment to equal opportunities, female presence within the
company is 48%. The age group that is composed of the largest number of employees
is between 30 and 50 years for both female and male staff. During the last financial year,
964 resources were included, of which 46% were women, with a prevalence of the under-
30s age group (55%).

Furthermore, the Group has activated a series of contracts of employment, prevalently to


female personnel, in order to promote work-life balance.

Performance indicators

Employees divided by age group, gender and level

28/02/2019 28/02/2018 28/02/2017


Employees u.m.
Man Woman Total Man Woman Total Man Woman Total

Executives 23 1 24 18 2 20 10 1 11
under the
age of 30 - - - - - - - - -
Between 30
and 50 years 17 1 18 14 2 16 5 1 6
age over
50 years 6 - 6 4 - 4 5 - 5
Middle
managers 38 14 52 44 14 58 48 9 57
under the
age of 30 - - - - - - 0 - -
Between 30
and 50 years 31 11 42 36 11 47 37 5 42
age over
50 years 7 3 10 8 3 11 11 4 15

Office workers 2,383 2,248 4,631 2,323 2,171 4,494 1,934 1,899 3,833
under the
age of 30 346 264 610 365 257 622 255 178 433
Between 30 N°
and 50 years 1,732 1,755 3,487 1,706 1,727 3,433 1,405 1,520 2,925
age over
50 years 305 229 534 252 187 439 274 201 475
Factory
workers - 1 1 - 1 1 - 1 1
under the
age of 30 - - - - - - - - -
Between 30
and 50 years - - - - - - - - -
age over
50 years - 1 1 - 1 1 - 1 1

Total 2,444 2,264 4,708 2,385 2,188 4,573 1,992 1,910 3,902
under the
age of 30 346 264 610 365 257 622 255 178 433
Between 30
and 50 years 1,780 1,767 3,547 1,756 1,740 3,496 1,447 1,526 2,973
age over
50 years 318 233 551 264 191 455 290 206 496
Director’s Report 122 - 123

Employees divided by type of employment and gender

28/02/2019 28/02/2018 28/02/2017


Employees u.m.
Man Woman Total Man Woman Total Man Woman Total
Full-time
employees 1,897 1,103 3,000 1,844 1,100 2,944 1,505 910 2,415
Part-time N°
employees 547 1,161 1,708 541 1,088 1,629 487 1,000 1,487

Total 2,444 2,264 4,708 2,385 2,188 4,573 1,992 1,910 3,902

New hires, by age group, gender and geographical area

Number 28/02/2019 28/02/2018 28/02/2017


u.m.
of new hires
Woman Woman Total Man Woman Total Man Woman Total

North 365 316 681 317 232 549 170 121 291
under the
age of 30 215 178 393 217 149 366 140 88 228
Between 30
and 50 years 118 118 236 97 77 174 25 31 56
age over
50 years 32 20 52 3 6 9 5 2 7

Centre 123 101 224 330 237 567 182 125 307
under the
age of 30 76 46 122 225 153 378 148 92 240
Between 30
and 50 years 43 54 97 102 78 180 29 31 60
age over
50 years 4 1 5 3 6 9 5 2 7
South and N°
Islands 31 28 59 294 225 519 147 106 253
under the
age of 30 13 4 17 184 129 313 122 79 201
Between 30
and 50 years 16 23 39 103 84 187 20 25 45
age over
50 years 2 1 3 7 12 19 5 2 7

Total 519 445 964 941 694 1,635 499 352 851
under the
age of 30 304 228 532 626 431 1,057 410 259 669
Between 30
and 50 years 177 195 372 302 239 541 74 87 161
age over
50 years 38 22 60 13 24 37 15 6 21
Employees who have left the company, by age group, gender and geographical area

Employees 28/02/2019 28/02/2018 28/02/2017


who have left u.m.
the company Man Woman Total Man Woman Total Man Woman Total

North 322 225 547 238 186 424 134 131 265
under the
age of 30 207 134 341 159 111 270 82 52 134
Between 30
and 50 years 100 79 179 68 69 137 43 69 112
age over
50 years 15 12 27 11 6 17 9 10 19

Centre 140 118 258 142 93 235 30 25 55


under the
age of 30 63 55 118 67 45 112 10 6 16
Between 30
and 50 years 71 61 132 68 43 111 19 18 37
age over
50 years 6 2 8 7 5 12 1 1 2
South N°
and Islands 21 41 62 12 14 26 15 10 25
under the
age of 30 3 1 4 4 5 9 4 4 8
Between 30
and 50 years 18 40 58 7 9 16 11 6 17
age over
50 years - - - 1 - 1 - - -

Total 483 384 867 392 293 685 179 166 345
under the
age of 30 273 190 463 230 161 391 96 62 158
Between 30
and 50 years 189 180 369 143 121 264 73 93 166
age over
50 years 21 14 35 19 11 30 10 11 21

Turnover rate42

28/02/2019 28/02/2018 28/02/2017


Turnover rate u.m.
Man Woman Total Man Woman Total Man Woman Total
Inbound
turnover rate 21.2% 19.7% 20.5% 31.0% 24.2% 27.8% 12.5% 9.6% 11.1%
%
Outgoing
turnover rate 19.7% 17.0% 18.4% 16.6% 13.5% 15.1% 9.0% 8.7% 8.8%

42
The figure is calculated as the ratio between total income/expenses and total employees in the reference year.
Director’s Report 124 - 125

Gender relationship between the average basic salary


and the average remuneration divided by level43

Employees 28/02/2019 28/02/2018 28/02/2017


u.m.
by level44
Basic salary Fees Basic salary Fees Basic salary Fees
Executives 50% 39% 76% 76% 87% 99%
Middle
managers % 113% 112% 126% 130% 106% 113%
Office
workers 126% 128% 117% 118% 116% 118%

Despite the slight reduction with respect to FY 2017/18 (-7.3 percentage points),
the inbound turnover rate remains in any case high and mainly refers to intake as a
consequence of the acquisition of certain business units belonging to the companies
DPS Group S.r.l. (115 employees) and Galimberti S.p.A. (64 employees) as well as the
opening of 3 new sales outlets (70 employees). Still referring to the increase in Ingoing
and Outgoing turnover rates, it is noted that Unieuro S.p.A. needs to replace salespeople
involved in new colleagues training activities, who are in business trip for long periods
during the year.

On the other hand, with regard to the indicators referring to staff salaries, for the
managerial levels there is a higher value for the male gender, both for the basic salary and
for the remuneration with a difference of the two values decreasing for middle managers
and increasing for office workers compared to 2017/18. Relative to managers, the ratio of
gender relative to remuneration is not significant.

Staff training and career development


Training activity represents the instrument on which Unieuro bases its competitiveness
and professionalism, which over the years has become an essential strategic lever for
developing the potential of resources, creating a homogeneous corporate identity
and culture, accompanying professional development paths and supporting business
changes. Every year, Unieuro devotes important resources to the professional growth of
employees through direct teaching, webinars, conferences, tutoring, simulations, training
on the job, e-learning and staff training.

In addition to the compulsory training courses (Health and Safety, Model 231, Privacy),
the Group offers managerial and professional training courses, both for store and head
office staff. The inclusion of employees in the company and their professional growth are
supported through targeted training actions, activating insertion paths for new recruits,
programs to support continuous updating on the product news of the various product
categories (staff training) and to improve Client reception. Among the training tools
made available is the portal dedicated to training, “TrainUp!”, through which it is possible

43
The figure is calculated as the ratio between the average basic salary of men over that of women and between
the average remuneration of men over that of women.
44
The value for the “Workers” level is not reported as it is made up of only one resource.
to register for the courses, to trace all the training/informative initiatives and to collect
satisfaction questionnaires on the initiatives carried out.

To complete the training offer, since 2009 a company Academy has been active for new
store managers and affiliated entrepreneurs. Participants, who are identified through an
internal candidacy process, assessment centres and individual interviews, participate in
on-the-job and classroom training that lasts 6 months.

During the 2018/19 financial year, 34,833 hours of training were provided, to 4,417
employees, with an increase of approximately 41% on the previous year. This positive
change, proportional to the number of incoming employees recorded during the tax year
(following acquisitions by the Group and new sales outlets); it is also connected with the
cyclical nature of training obligations and an increase in resources dedicated to training45.

Performance indicators

Hours of training provided

Hours of 28/02/2019 28/02/2018 28/02/2017


training by
u.m.
gender and
function Man Woman Total Man Woman Total Man Woman Total
Employees
employed
in support
functions 269 75 344 612 40 652 901 285 1,186
Employees Hours
employed
in business
functions 23,915 10,574 34,489 16,502 7,475 23,977 15,729 9,132 24,861

Total 24,184 10,649 34,833 17,114 7,515 24,629 16,630 9,417 26,047

45
Starting March 2018, training relative to legal obligations in respect of health and safety at work (pursuant to
Italian Legislative Decree no. 81/2008) is managed directly by the Unieuro Safety Office, which is therefore
outsourced by the HR Office.
Director’s Report 126 - 127

Employees involved in training activities broken down by gender and function46

Number of 28/02/2019 28/02/2018 28/02/2017


employees
involved by u.m.
gender and
function Man Woman Total Man Woman Total Man Woman Total
Employees
employed
in support
functions 71 18 89 39 5 44 93 45 138
Employees N.
employed
in business
functions 2,998 1,330 4,328 1,399 661 2,060 3100 2,412 5,512

Total 3,069 1,348 4,417 1,438 666 2,104 3,193 2,457 5,650

Hours of training by type

Hours of training by type u.m. 28/02/2019 28/02/2018 28/02/2017

Products 15,625 17,419 18,134

Management development 140 3,544 2,804

Marketing - 1,448 192


Inclusion of newly hired
employees in the company 224 1,248 272
Safety (pursuant to
Legislative Decree 81/2008) 11,588 970 1,997
Hours
Client reception47 - - 2,648

Managerial Students Academy 4,484 - -

Apprentices 2,335 - -

Legal obligations 309 - -

Privacy 128 - -

Total 34,833 24,629 26,047

46
The figure refers to the sum of the employees who participated in the training courses multiplied by the
number of courses in which each participated.
47
Training on “Client reception” during FYs 2017/18 and 2018/19 has been included under “Inclusion of newly
hired employees in the company”, hence it is delivered under the scope of this latter type of training.
Average hours of training divided by gender, level and function48

Average 28/02/2019 28/02/2018 28/02/2017


hours of
training by
u.m.
gender and
category of
employees Man Woman Total Man Woman Total Man Woman Total
Employed
in support
functions 1.42 0.48 0.99 3.26 0.27 1.94 5.93 2.34 4.33
Employees
in business
functions 10.94 4.86 7.90 7.51 3.66 5.66 8.55 5.11 6.85
Hours/
Executives No. 2.17 - 2.08 2.67 - 2.40 5.00 - 4.55
Middle
managers 5.32 3.14 4.73 19.45 5.14 16.00 18.58 21.44 19.04
Office
workers 10.04 4.72 7.46 6.98 3.43 5.26 8.11 4.86 6.50

Total 9.89 4.70 7.40 7.18 3.43 5.39 8.35 4.93 6.68

Performance evaluation
The individual performance evaluation system adopted by Unieuro examines the
organisational and professional behaviours implemented by the individual employee in
light of the role held in the company, with the aim of:
• directing his performance and development towards corporate objectives and
professional behaviour towards the corporate organisational culture;
• highlight the need for training and develop its potential;
• strengthen his strengths and intervene on areas for improvement;
• to develop a sense of belonging and identification in the company mission;
• to build an organisational culture based on results and merit;
• collect feedback.

Evaluation cycles are managed by a specific portal, which monitors all phases and can
be accessed at any time by all employees. The interviews held to assess performance are
individual and involve the collaborator and their manager, in addition, if applicable, to the
Human Resource Department and/or the person responsible for the evaluation.

The evaluation process is currently extended to all organisational roles, in FY 2017/18


covering 4,183 people, making for 88.8% of the company population (89.7% of men and
87.7% of women).

At the same time, Unieuro is committed to creating a work environment open to dialogue
and discussion, both on professional and personal issues. All employees and collaborators
may, for any need, contact their direct manager, or the HR function at any time, by direct
contact, by phone or by e-mail.

48
The figure is calculated as the ratio between the training hours provided and the total number of Group
employees divided by gender, level and function.
Director’s Report 128 - 129

Performance indicators

Performance evaluation

28/02/201849 28/02/2017

Professional categories u.m. Man Woman Total Man Woman Total

Executives 88.9 50 85 100 100 100

Middle managers 100 92.9 98.3 100 100 100

Office workers % 91.9 90.9 91.4 97.4 95.8 96.6

Factory workers - 100 100 - 100 100

Total 92 90.9 91.5 97.5 95.9 96.7

Health & Safety


For Unieuro, health and safety at work are essential values for the sustainable, effective
and lasting development of one’s own business organisation. In particular, the Group
undertakes to ensure working conditions that guarantee respect for the physical and
moral integrity of workers, paying particular attention to the risks associated with carrying
out activities in the workplace and deriving from the external environment.

The policies aimed at mitigating the risks have been structured and formalised on the
basis of the internal management models used by the company, or the Model 231 and the
related verification protocols, in compliance with Legislative Decree no. 81/2008. In order
to correctly comply with the dictates of the afore-mentioned Decree, the Company also
has the task of promoting the culture of safety within the company through appropriate
information and training actions towards all staff at different levels of the organisation.
During the year, all training was therefore carried out envisaged by current health
and safety at work regulations, for a total of 11,588 hours of training delivered to 1,380
employees, of whom 71% men and 29% women (most classed as “office workers”).
In addition to training activities, the Company provides its personnel with personal
protection equipment (PPE), also aimed at mitigating the risk of accidents in the workplace,
with the main reference to the activities carried out at the sales outlets. In 2006 it also set
up a special “Help Desk” portal, accessible from all sales outlets and centrally managed by
the Technical and Services Office, which also aims to collect complaints from employees
and customers about possible violations of the safety rules.

In 2018, a new figure was included, reporting to the Prevention and Protection Service
Manager, assigned the task of organising, coordinating and monitoring staff training
activities, medical check-ups and certificates for the attendance of compulsory courses.

49
The figure posted as at 28/02/2018 is related to the performance appraisals for the period 01/03/2017 -
28/02/2018. For the period 01/03/2018 - 28/02/2019 the Company intends to pursue the same objectives as
the previous year, but it will be possible to calculate the quantitative and qualitative data not before the month
of September 2019 (end of the evaluation cycles business).
The Group’s commitment to ensuring optimal levels of health and safety management
of its employees is also evidenced by the number of recorded accidents, which stood at
a level in line with the previous year despite the increase in employees and points sale.
At the same time, the accident indexes show the low magnitude of the episodes that
occurred during the period.

Although not under the direct control of Unieuro, the accident indices of external
collaborators, employees of the cooperatives operating within the logistics centre of
Piacenza, are also reported.

Performance indicators

Accidents by type and gender and accident indices

28/02/201950 28/02/2018 28/02/2017


Employees u.m.
Man Woman Total Man Woman Total Man Woman Total

Accidents 56 58 114 50 40 90 53 38 91

at work 43 40 83 35 24 59 36 19 55

ongoing 13 18 31 15 16 31 17 19 36

Deaths - - - - - - - - -

at work - - - - - - - - -

ongoing - - - - - - - - -
Cases of
occupational
diseases - - - - - - - - -

Accident indexes

28/02/2019 28/02/2018 28/02/2017


Accident indexes51
Man Woman Total Man Woman Total Man Woman Total
Lost working
hours rate 1.96 2.67 2.26 1.99 1.86 1.93 1.87 1.66 1.78

Absentee rate 3.13 3.22 6.35 3.11 2.11 5.11 2.47 1.70 4.17
Rate of occupational
diseases (ODR) - - - - - - - - -

Accident rate (IR) 13.98 19.19 16.22 13.26 14.11 13.62 16.05 14.89 15.54

50
As regards the subsidiary Monclick S.r.l., no injuries were recorded at work.
51
Accident indexes take into account injuries at work and during travel; they are calculated as follows:
Lost working hours rate: (total number of hours lost by accidents/total hours worked) * 1,000
Absentee rate: (absence days per injury / working days in the period)
Occupational disease rate (ODR): (total number of occupational diseases/total hours worked) * 200,000
Incident rate (IR): ((total number of accidents + total number of deaths)/total hours worked) * 1,000,000
Director’s Report 130 - 131

Accidents of external collaborators by type and gender and accident indices

External collaborators u.m. 28/02/2019 28/02/2018 28/02/2017

Accidents 17 14 7

at work 14 13 7

ongoing 3 1 -

Deaths - - -

at work - - -

ongoing - - -

Accident indexes

Accident indexes51 28/02/2019 28/02/2018 28/02/2017

Accident rate (IR) 31.00 32.18 20.78

Relationship with the trade unions


Operating in a sector of high work intensity, in which the quality of the relationship
between sales staff and customers is key to having a competitive advantage, the correct
management of trade union relations is an important matter for Unieuro, in order to
guarantee a positive, constructive discussion with the workers’ representatives. Over
the years, Unieuro has always practised a policy of mutual exchange and direct and
transparent dialogue with trade unions, both national and regional, signing second level
agreements or solidarity contracts, comparing and presenting the results of the company
or individual sales outlets and data relating to staff.

The Company signed two second level agreements with the union parties - on 13 March
and 12 April 2017 - which regulate aspects such as the incentive system, labour relations
and Sunday work, the latter with the aim of sharing the organisational and methodological
principles aimed at guaranteeing the necessary supervision at the point of sale on
Sundays of opening in respect of a fair rotation among workers and assuring a long-
term planning of Sunday openings. Additionally, agreements have been stipulated (one
on a national level52 and two more locally53) to manage surpluses at some sales outlets,
through solidarity contracts (also partly valid for 2018).

As envisaged by current regulations and in line with the CCNL of reference, in the case
of organisational changes, for example in the case of transfer of workers with executive
management responsibilities that determine a change of residence, Unieuro agrees with
its collaborators the timing of notice and, if there is no agreement between the parties,
respects the provisions of art. 170 of the CCNL that grants a written notice of 45 days or
70 days for those who have family dependants.

52
Agreement relative to 11 sales outlets (Aosta, Arma di Taggia, Asti, Bari, Cantu, Castagnito, Lamezia, Lecce,
Matera, Nardò, Sassari), through the stipulation of a solidarity contract in force from 25/09/2017 to 24/09/2018.
53
Agreements relative to the sale outlets of Siracusa and Maglie, through the stipulation of solidarity contracts in
force respectively from 17/03/2017 to 26/03/2018 and from 22/05/2017 to 21/05/2018.
Performance indicators

Employees covered by collective bargaining agreements54

Employees 28/02/2019 28/02/2018 28/02/2017


Number of employees covered by
collective bargaining agreements 4,708 4,534 3,902

Total employees 4,708 4,573 3,902

Coverage rate 100% 99% 100%

5. Company

Customers
In a market undergoing change and characterised by a high level of competition, the
creation of a lasting relationship with customers is closely related not only to the breadth
of the offer and accessibility of products, but also to the ability to establish a relationship of
trust and offer a quality service, close to the customer. The Unieuro approach is therefore
focused on the satisfaction and protection of its customers, with particular attention to
those requests able to improve brand reputation and to promote a real increase in the
quality of the service provided.

As required by the Code of Ethics, the Company operates with the aim of ensuring that
all relations with customers are based on full transparency, fairness and professionalism
and compliance with the law, with particular reference to the provisions on anti-money
laundering, anti-usury and transparency. Thanks to these principles, the cornerstone of
its business model, Unieuro is able to adequately manage the needs and expectations
of its customers, responding promptly to any reports or complaints, always offering a
transparent and quality service.

Unieuro’s service model is designed and developed in light of the Group’s strategic vision,
which includes not only the continuous profitable growth of the business but also the
enhancement of the customer’s centrality and the omnichannel opportunities, each
declined in all contact points through which the Company relates every day with its end
customers.

In particular, proximity to the customer means proximity, i.e. the ability to reach as many
customers as possible, both thanks to the capillarity of the network of stores, now more
than 500, and thanks to the integration of the platform unieuro.it in the digital ecosystem,
combining the functions offered by search engines and exploiting the interaction with
the main social networks, from home, via mobile and near the store itself. From an
omnichannel point of view, proximity also translates into the “click and collect” project:
the withdrawal system at the physical sales outlets of products purchased by customers

54
Relating to the II level agreements signed on 13 March and 12 April 2017, which do not include the subsidiary
Monclick S.r.l.
Director’s Report 132 - 133

on the online channel. Unieuro is in fact one of the first companies to have sensed the
potential to use the over 380 collection points, selected among its sales outlets, for orders
placed via the web, thus further getting close to its customers, wishing to shorten wait
time and avoid additional costs of delivery, as well as use alternative payment methods
to electronic money.

Quality of services and customer centricity


In pursuing its commitment to social responsibility, the Group acts in full compliance with
the obligations arising from external regulations, without ever forgetting the needs and
expectations of customers and the entire community. Customer satisfaction cannot be
separated from the management and development of Customer Satisfaction that the
Group monitors thanks to specific indicators, including:
• abandonment rate;
• number of calls managed per hour;
• number of incoming tickets55;
• management time/resolution of incoming tickets;
• sample check of the quality of tickets and calls;
• verification of online order allocations.

Through Customer Care, which is part of the Customer Relationship Management (CRM)
Department, the Group carries out constant monitoring, also with a view to avoiding
possible inefficiencies related to the delivery of products at home and the lack of
adequate availability of products during particularly successful advertising campaigns
and promotional activities. Thanks to the information gathered, Unieuro has developed
a corrective action plan that will result in an order management project to optimise
inventory stocks and respond to customer requests quickly and effectively.

Moreover, Customer Care carries out periodic analyses of defects of individual product
categories marketed, on the basis of complaints received and historic data, so as to inform
the competent Category Manager of any suppliers that may show a high rate of defects.

Regarding Monclick, Customer Care monitors the performance in terms of e-mails,


telephone calls and social network messages managed on a daily basis compared to those
received from its team of operators, with the help of automatic reports and customer
feedback, in compliance with the operating manual and under the constant supervision
of management. On average, Customer Care handles 80% of monthly contacts (e-mails
and telephone calls) received.
The Care Team also takes care of all aspects related to customer management and care
during the purchase process, from pre-sale product insights to the aid for browsing the
web, from the completion of the transactions to the updating of information related to
the tracking of shipments up to the management of any issues with the order.

55
Communication tool with the customer by completing an online form available on the Company’s website.
Health and safety of consumers
Unieuro’s strength, in addition to the competitiveness and the level of service offered,
is also based on the level of trust that customers develop towards the products sold.
For this reason, the Group is committed to ensuring the highest level of quality and
protection of consumers, both in terms of safety of the product sold, and from the point
of view of protection of the data and information collected.

As regards products that are not Electroline branded, the trust in the product is protected
first of all thanks to the procurement from high profile suppliers, often international,
whose quality and reliability are a fundamental part of their positioning as market leader.
The conformity of the products with the laws and regulations on safety is, moreover,
periodically monitored by means of sample checks by the external authorities, in order
to evaluate their real characteristics and certifications in the light of the European RoHs
Directive (Restriction of Hazardous Substances Directive), laying down specific rules
concerning the restriction on the use of hazardous substances in Electrical and Electronic
Equipment in order to contribute to the protection of human health and the environment.
During FY 2018/2019, the Company did not receive any complaints or reports of non-
conformity with regulations or laws that impact consumer health and safety.

As regards Electroline branded products, compliance with laws and regulations is


monitored by an external company, which did not, in FY 2018/2019, come across any
non-conformities regarding aspects impacting consumer health and safety.

The sale of products harmful to the health of citizens or not in line with European safety
or product quality standards, albeit governed by framework agreements and certified
by third parties, could in fact expose Unieuro to the risk of claims for compensation for
damage and loss of trust by consumers. In order to monitor this risk, the Company has
activated insurance contracts relative to those aspects for which it is unable to legitimately
claim against the supplier or manufacturer.

Transparency of product information and commercial offers to customers


The marketing and advertising communication activities, structured and planned in line
with the Company’s operations as an omnichannel distributor, are an important element
of Unieuro’s strategy as, in addition to supporting the development and recognition of
the brand, they are conducive to the development of the market and play a fundamental
role in customer relations.

The main advertising campaigns consist, either alternately or simultaneously, of the


distribution of promotional flyers, radio and television advertising and promotional offers
such as points collections, competitions, purchase vouchers and targeted “underselling”
promotional operations.

Instead, the subsidiary Monclick promotes its business mainly on online channels, using
content management and product marketing tools in order to guarantee its correctness
in terms of product technical information and in terms of pricing of products on sale. All
under the direct control of the company management.
Director’s Report 134 - 135

Transparency in communications and offers, regulated by the Consumer Code, is one of


the cardinal principles that Unieuro pursues in relations with the public. This is why, in line
with the corporate ethical principles contained in the Model 231 and the Code of Ethics, the
Company undertakes not to sell under any circumstances products with characteristics
different from those indicated on the label (e.g. place of production, material), which may
mislead the final consumer about the origin and provenance of the product, or to sell
products whose quality is inferior or different from the one stated on the label.

The management model adopted by the Company provides for the collaboration of
experts, internal and external to the company, dedicated to the prior verification of the
feasibility of certain commercial operations (for example, sales “below cost”), as well as
to the verification of the content of information communicated outside. Specifically, the
Marketing Department must guarantee the correspondence between the characteristics
of the products presented in any communication of an advertising and/or promotional
nature and those offered for sale, with particular reference to the quantity, quality, origin
or origin of the products.

During the fiscal year, the Company recorded a single case of non-conformity of a
private label product, concerning labelling and information documentation inside the
product packaging. The proceedings ended with a sanction of Euro 84,000, which was
subsequently challenged and the administrative procedure is currently underway before
the Forlì Chamber of Commerce.

Regarding the communication and marketing activities, instead, during the last two
years, no significant incidents of non-compliance occurred. During the fiscal year, there
were 5 cases of non-conformity with provisions of the law regarding communication
and marketing activities referring to sanctions and/or administrative disputes for
“underselling” held to be irregular and for which legal proceedings are in progress, or still
at the administrative stages.
Although the Company has defined specific procedures aimed at guaranteeing the
disclosure of correct, clear and transparent information, the Company undertakes
to promptly implement the actions necessary to ensure an ever-increasing level of
transparency.

Consumer data security


Recognising the increasingly important importance of the protection of privacy and the
protection of personal data, Unieuro defines precise rules of confidentiality to ensure
maximum protection. In fact, in the context of online commerce, in fact, increasingly
stringent rules and policies are needed, capable of protecting the customer and
responding to increasingly specific regulatory requirements introduced by the European
Commission with the regulation General Data Protection Regulation (GDPR).

The regulation intends to strengthen and harmonize the regulatory framework regarding
the protection of personal data in the European Union and to give citizens greater control
over their personal data. The text, published in the European Official Journal on 4 May
2016 and effective from May 2018, repealed the provisions of Italian Legislative Decree no.
196/2003 for the protection of personal data.
In this respect, the Group has started a process of adjustment to the new regulation,
adopting a Privacy Organisational Model, which contains policies and procedures aiming
to mitigate all risks by means of:
• the imposition of more controlled flows of activities;
• ensuring the accountability of those appointed and external data processors;
• the provision of contractual protection to be required of suppliers;
• the preparation of technical and IT measures to increase the level of IT security.

The Group has also appointed a Data Protection Officer (DPO) to prepare the Computerised
Register of Processing and is organising a staff training process.

An anti-fraud verification system has also been installed, with specific firewall to manage
any attempts of hacker attacks, and specific encrypted protocols have been defined
to protect online transactions and avoid the risks of cloning credit cards and of the
customer’s personal data.

In addition to the systems and procedures aimed at preventing the loss of data and
information from customers, the Group carries out training and awareness-raising
activities for personnel regarding the risks connected with protecting customers’ privacy,
as well as managing a system for assigning rights access to systems with maximum
granularity and with different control points. The data and information management
model is also subject to periodic checks by the data controllers (for example, mobile
operators, financial companies, television broadcasting companies), in relation to which
Unieuro takes the position of the external manager , and possible internal audits carried
out following the reporting of anomalies.

The reports, complaints and requests made by customers in regard to data processing
(amendment or erasure) may be sent to the company through different channels:
• in person at the sales outlets;
• by telephone by means of the call centre, to the company’s certified e-mail address;
• by e-mail, through a specific address managed by the Legal Office;
• by post;
• by e-mail or fax to the address of any employee of the company.

Complaints and claims are managed by the Legal Office, for practices considered highest
risk, the consultancy can be sought of the DPO and external subjects, experts in privacy
matters.

The Unieuro S.p.A. e-mail address dedicated to privacy receives numerous requests for
changes to or erasure of data every day. Some of these are due to inconsistencies in
the transcription into the IT system of data, due to IT and/or human error, whilst others
may derive from a simple rethink by the customer on consent given previously. As at the
date of approval of this Statement, it is not possible to determine how many of these
requests derive from errors in data input (computer or human) or a simple rethink by
customers. Unieuro in fact numbers approximately 7 million active fidelity cards (of which
approximately 3 million with expressed profiling and/or contact consent) in addition to
numerous persons registered with the website.
Director’s Report 136 - 137

In order to reduce the risks deriving from such human errors, Unieuro has appointed
the company in charge of storing the hard copy fidelity card forms to analyse the data
and consent given on the forms and check consistency with the Unieuro database.
Additionally, Unieuro takes timely action to best manage all customer requests so as
to guarantee the protection of data and confidential information and avoid possible
negative consequences, both in terms of reputation and sanctions.

During FY 2018/2019, three cases of data loss were recorded. In one of these, dating back
to January 2019, a collaborator of Unieuro suffered an IT attack with consequent risk
of the loss of sensitive data. The Company reacted quickly enough to prevent any data
loss. Unieuro in any case believed it appropriate to notify the Data Protection Authority
following checks carried out jointly with the DPO.

In the other two cases, minor data breaches were generated, which did not meet the
requirements for reporting to the Authority (as confirmed by the DPO).

As regards Monclick, the number of significant privacy complaints made by customers


was null in the last year, thanks to the adoption of all security systems and the application
of GDPR rules, also in terms of the erasure of records at customer request.

Management of complaints
The Company is committed to developing a constant dialogue with its customers in order
to maintain the relationship on a level of excellence. The management of complaints
and other instances with which customers express their dissatisfaction is governed by
specific procedures that ensure the taking charge of individual complaints received
both at the registered office and directly at the certified email address. In particular,
the Legal Department, together with the internal departments involved, checks each
complaint with the aim of handling it as promptly as possible, in line with the obligations
imposed by law, and to contain litigation as far as possible. In addition to the principles of
conduct, the Company has set up additional control measures to protect industrial and
intellectual property, with particular attention to the application procedures related to the
management of product sales activities. The Company, as a seller in accordance with the
Consumer Code, receives numerous complaints and out-of-court claims from consumers
and their representatives, referring to the possible non-conformity of products. To date,
around 30 judicial litigations are pending, arising from disputes not settled out of court.

Selection and management of suppliers


Almost all the products marketed by the Group are produced by highly qualified and
recognised suppliers, among the major players in the electronic and IT market, who
supply their goods directly to Unieuro, stipulating annual contracts.

In consideration of the high profile and reputational level of the main suppliers with which
Unieuro interfaces on a daily basis, their selection is currently based on economic criteria
that do not specifically target predefined social or environmental aspects. Furthermore,
the Company mainly maintains relations with the European legal offices of the suppliers
it relies on. Relations with suppliers, in any case, are always based on compliance with
current regulations and the principles of transparency, fairness and honesty, as set out in
the Code of Ethics. In particular, potential new suppliers are evaluated and selected using
objective methods, taking into account, in addition to the quality, costs and services
offered, the requirements of integrity, reputation, and professionalism, as well as the
absence of any suspicion past or present involvement in unlawful activities. On their part,
suppliers, in their relations with the Group, must undertake to guarantee the protection
of child labour and workers’ rights, as well as the safety of the environment and the
workplace. Precisely because of the nature of these suppliers, there are currently no
company procedures for the prior verification of the safety of products and information to
be provided at the marketing stage, but each purchasing manager (Category Manager),
in the ordinary management of relations with these suppliers, ensures that the risk of
errors in the data supplied regarding the products as well as the absence of the relevant
approval certifications, is monitored.

Discussions with suppliers take place constantly and continuously, once a week, with the
main suppliers, through direct meetings and telephone calls. Matters relating to price,
product and timing and methods relative to the product’s entire life cycle, are discussed.

The Company has also developed a line of private label products, purchased directly from
an intermediary company and sold to the end consumer. Starting 2018, the intermediary
has undertaken, in contracts stipulated, to respect quality standards and certifications of
standards in force on Chinese territory, where production takes place.

In regard to Monclick, please note that following the progressive rise in the percentage of
drop ship56 by Unieuro (in FY 2018/2019, even in excess of 80%), the purchases made of
goods by Monclick independently are no longer of significant amount for the purposes
of this Statement.

Activities in support of the local community


Bringing technology to the service of everyone’s life implies a deep sense of responsibility
and commitment, which goes beyond a simple mission. In fact, the Company is aware of
the added value that digital technologies can bring to people, to the extent that they are
used correctly and respectfully and recognises its role and strategic position to raise the
awareness of new generations of technology consumers.

For this reason, in 2016 Unieuro created the “No Cyberbullying” project conceiving and
promoting the #connected hearts tour with the State Police. The choice of the project
follows the brand architecture on the values of responsibility and possibility, raising
awareness amongst the younger ones as to a responsible use of the devices through a
series of meetings in theatres throughout Italy and disseminating information material on
the sales outlets. The project, developed in itinerant form, has translated into the making
of a docu-film in which children, parents and families who have experienced cyberbullying
first hand tell their stories and their experiences. Since the start of the tour, the docu-film
has been broadcast in Italian theatres and has led teenagers to reflect on the weight

56
Sales model thanks to which the seller sells a product to an end user, without materially having it in its warehouse.
Director’s Report 138 - 139

of the words conveyed through social networks. In the theatres, the children lived the
testimonies of those who fought on the front lines, very often without any means to
defend themselves, and were able to listen to the experiences of the police authorities,
who actively contribute to the struggle and provide an immediate response to solve the
problem. In addition to the docu-film, the project also involved important awareness-
raising activities, both for employees of sales outlets through dedicated webinars and
institutions.

In FY 2018/2019, the project was renewed, also thanks to the creation of a new docu-film,
and three meetings were held (Rome, Verona and Matera) in November and January, as
well as another two meetings in March (Palermo and Catania).

In parallel with the commitment to awareness campaigns, the Company devotes particular
attention to supporting the sports in the area in which it operates and promoting the
values of sport.

In FY 2018/19, Unieuro S.p.A. supported the local basketball team as main sponsor and
sponsored the Forlí sports centre, called the Unieuro Arena.

Investments for the community

Investments for
the community u.m. 28/02/2019 28/02/2018 28/02/2017

Sponsorships € 294,000 269,288 218,871

Environment
Unieuro strongly believes in respecting the environment and the ecosystem in which it
operates, for this reason, as described in the Code of Ethics, it carries out its activities taking
into consideration the protection of the environment and the need for a sustainable use of
natural resources, in compliance with the provisions of current environmental legislation,
undertaking to act responsibly towards the surrounding territories and communities. The
Group in fact condemns any type of action or behaviour that is potentially harmful to
the environment and territory in which it operates. Despite not presenting significant
environmental impacts, as the Group does not carry out production activities in the strict
sense, the activity carried out nevertheless requires careful management of some specific
aspects, such as the management of so-called WEEE (Waste Electronic and Electrical
Equipment) for which the Company has defined a specific procedure in compliance with
the different regulatory provisions.

Waste management
Unieuro, as a distributor of electrical and electronic equipment, falls under the legislative
obligations of Legislative Decree no. 121/2016 and 49/2014, which regulates the conduct
of free collection of electrical and electronic equipment (WEEE) of very small size, as
well as the technical requirements for the transport thereof. Collection methods vary
depending on the “dimension” of the WEEE.
Small WEEE57 may be delivered free of charge by customers to any Unieuro sales outlet,
with no obligation to buy a new equivalent appliance (termed “one for zero”). The
Company has entrusted the management of this waste to an external company, which
collects and disposes of the WEEE.

For large WEEE, the customer shall instead deliver the used appliance only upon purchase
of a new product, as long as the WEEE returned serves the same purpose as the product
purchased (termed “one for one”). In order to guarantee responsible management and to
comply with the requests for deposit and collection as sanctioned by Italian Legislative
Decree nos 121/2016 and 49/2015, the Company has adopted a specific operating manual
that defines roles and responsibilities for the proper management of WEEE disposal. The
manual requires the identification of specific areas within the company’s sales outlets,
where special containers are installed for the disposal of WEEE waste with the specific
indication of whether it is hazardous or non-hazardous equipment. The management of
the collection is facilitated by the use of the management software “RAEEgest” which,
in addition to guaranteeing the traceability of the operations, sends a notice in the event
that such waste has been registered in the warehouse for more than 45 days or has
reached the maximum weight of 3.5 tons. Once these limits have been reached, the waste
is then handed over to the carrier who takes care of the correct disposal.

Monclick has entrusted the collection and deposit of the WEEE to the “Grouping Place”
to an external company operating for and on its behalf. Once the WEEE has been
deposited, when said limits are reached, it is delivered to the carrier, which ensures its
correct disposal.

Responsible for the WEEE disposal process is the Logistics function which operates, for
collection and disposal activities, through the supervision by local operators employed
by the company. The Logistics operators audit stores to verify compliance with the
“operating manual - WEEE procedures” as well as the correct archiving of documentation.
To facilitate correct management, the manuals and other necessary information can be
consulted through the RAEEgest portal.

In addition to the WEEE, the company produces urban waste deriving from ordinary
office activities and the operational management of the stores, which mainly consist of
mixed packaging, toners and cartridges. Each type of waste is collected according to the
current laws by means of specialised companies authorised for this purpose.

57
The term “small WEEE” is used to refer to that with a dimension of the longest size of less than 25 cm.
Director’s Report 140 - 141

Performance indicators

Total weight of WEEE disposed of58


WEEE waste disposed of u.m. 28/02/2019 28/02/2018 28/02/2017

Disposal 10,577 6,574 6,922


ton
Total 10,577 6,574 6,922

Total weight of non-hazardous waste, broken down by type of disposal59

Non-hazardous waste by type of disposal u.m. 28/02/2019 28/02/2018

Recycling 3577 3,751


ton
Total 3577 3,751

The significant variation in the quantity of WEEE disposed of between FYs 2017/18 and
2018/19 is mainly due to the larger quantity of WEEE collected and managed by the
Group, including after the increase recorded in sales in the reference categories. It should
also be noted that in FY 2017/18, the contribution made by Monclick was limited to the
period 01 June 2017 - 28 February 2018.

Energy consumption and emissions


The management of energy consumption and related emissions does not represent a
high-risk factor for Unieuro due to the nature of its business. The Group therefore does
not have a specific procedure on this process, which is in any case constantly monitored
both at the sales outlets located throughout the national territory and at the Forlì
headquarters.

However, Unieuro’s commitment has resulted in various energy efficiency initiatives,


including the installation at 82 sales outlets of systems that have led to a 24% reduction in
consumption; the replacement of obsolete lighting systems with LED fixtures that allow
an estimated saving of about 50% of energy and the replacement of air conditioning
systems with high efficiency machines. In addition, building automation systems have
been installed that allow the integrated management of electrical systems such as
lighting, heating and air conditioning, anti-intrusion and fire alarms. Moreover, the Monclick
office is located in a low environmental impact building, “LEED platinum” certified, and
equipped with the most modern systems for the improvement and optimisation of energy
consumption.

As shown in the following tables, electricity consumption and related emissions rose by
around 13% compared to the previous year, due to the increased number of sales outlets,

58
The figure in tonnes has been calculated as the “number of category parts produced by estimated average
weight of the product category”. The data of the company Monclick are the result of estimates, calculated from
the data provided by the company that manages waste disposal.
59
The data refer to Unieuro S.p.A and are provided by the company responsible for the collection of waste which
issues on a monthly basis a document at each store where it declares the weight of the collected waste. As regards
the subsidiary Monclick S.r.l., during the reference period, a production of about 1.2 tons of waste disposed through
recycling (0.6 tons), composting (0.24 tons), incineration (0.3 tons) and storage (0.1 ton) was estimated.
confirming the effectiveness of the initiatives undertaken. Fuel consumption, on the other
hand, mainly composed of diesel fuel for the heating of Unieuro S.p.A. offices remained
unchanged on last year.

Fuel consumed through movements of Unieuro S.p.A. staff during the year rose by 2%.
This increase is connected with Group growth, both in terms of the number of employees
and sales outlets.

Performance indicators

Indirect energy consumption60

Electricity for the


operation of offices u.m. 28/02/2019 28/02/2018 28/02/2017

Electricity kWh 61,796,784 54,975,973 57,232,361


of which from
non-renewable sources % 100% 100% 100%

Emissions generated by indirect energy consumption61

Indirect emissions - Scope 2 u.m. 28/02/2019 28/02/2018 28/02/2017


Emissions from electricity
consumption kg CO2e 23,173,794 20,615,990 21,462,135

Direct fuel consumption for the operation of offices and sales outlets62

Fuel from
non-renewable sources u.m. 28/02/2019 28/02/2018 28/02/2017

Litres 129,642 129,642 103,183


Diesel
Joule 4,946 4,946 3,936

60
Data obtained from the utility bills sent by the energy supplier, whilst for the subsidiary Monclick, consumption
for the months of 2018 was deduced from the bills sent by the energy supplier and the month of February 2019
was estimated on the basis of the consumption recorded for that same month the previous year.
61
The conversion factors of ENERDATA 2015 were used to calculate the indirect emissions.
62
Data obtained from the utility bills sent by the supplier. The figure excludes the subsidiary Monclick S.r.l. as it
does not consume fuels.
Director’s Report 142 - 143

Emissions generated by direct fuel consumption63

Direct emissions - Scope 1 u.m. 28/02/2019 28/02/2018 28/02/2017


Emissions from diesel
consumption kg CO2e 340,562 337,090 268,293

Kilometres travelled by staff64

Kilometres travelled
by staff u.m. 28/02/2019 28/02/2018 28/02/2017

By private cars 1,064,572 1,300,377 863,358

By company cars km 3,830,000 3,508,206 2,948,061

Total kilometres travelled 4,894,572 4,808,583 3,811,419

Emissions generated by direct and indirect fuel consumption65

Direct and indirect


emissions - Scope 3 u.m. 28/02/2019 28/02/2018 28/02/2017
Indirect emission
for consumption
with private cars 195,104 237,215 157,494
Direct emissions
kg CO2e
for consumption
with company cars 701,924 639,967 537,785
Total emissions
for staff travel 897,028 877,182 695,279

Consumption of resources
In light of the characteristics of its business, Unieuro does not detect any particular
impact related to the consumption of materials.

The printing of advertising leaflets, commissioned to third-party suppliers, represents


the most significant activity in terms of consumption of raw materials for Unieuro S.p.A.,
unlike that for Monclick, which mainly carries out its advertising activities online.

During the 2018/19 financial year, 290 million copies of advertising material were distributed
throughout Italy, a reduction on the previous year (310 million). The procurement takes
place from some of the main paper mills that observe strict quality and environmental
certification standards and whose products, Elemental Chlorine Free (ECF) certified as

63
The conversion factors of the Department for Environment, Food and Rural Affairs (DEFRA) 2018 were used to
calculate the emissions.
64
The mileage of company cars is derived from the fuel cards; the mileage of private cars is estimated starting
from employee expense reimbursements and dividing the total monetary value by the average cost of fuel
€0.28. For FY 2018/2019, the figure given excludes taxi costs insofar as this information was not available. The
figure excludes the subsidiary Monclick S.r.l. as not significant.
65
The conversion factors of the Department for Environment, Food and Rural Affairs (DEFRA) 2018 were used to
calculate the emissions.
they do not use organic elemental chlorine in the whitening phase, contain on average
40% of recycled fibre, while the remaining 60% comes from cellulose obtained from
forests managed according to the PEFC (Program for Endorsement of Forest Certification
schemes) and FSC (Forest Stewardship Council) standards.

Performance indicators

Consumption of resources66

Consumption of paper u.m. 28/02/2019 28/02/2018 28/02/2017

Consumption of paper kg 63,800 68,640 66,000

66
The calculation of paper consumption was estimated by multiplying the number of copies purchased and
distributed by the average weight of 22 grams.
Director’s Report 144 - 145

6. GRI Content Index


The Group’s Non-Financial Statement has been prepared in accordance with the GRI
Standards: “Core” option. The following table shows the Group information based on the
GRI Standards published in 2016 by the Global Reporting Initiative with reference to the
analysis of materiality of Unieuro and related to the financial years ended 28/02/2018 and
28/02/2019.

GRI
Standard Description Notes Contact information

  General Standards  

102 General Disclosures  

  Organizational Profile  

102-1 Name of the organisation p. 3


Main brands, products or services
(Programs for compliance with laws and
102-2 voluntary codes related to marketing activities) p. 9

102-3 Location of the main office p. 8

102-4 Location of the main offices p. 8

102-5 Ownership structure and legal form p. 10

102-6 Markets served p. 8


pp. 8-9
Annual Financial Report
102-7 Size of the organisation (at February 2019)
Employees by type of contract, gender,
102-8 geographical area, classification p. 8; pp. 20-23

102-9 Description of the supply chain organisation pp. 37-38


Significant changes in the organisation
102-10 and in the supply chain pp. 8-10; 37-38
Method of application of the principle
102-11 or prudential approach pp. 18-19
Adoption of external codes and principles in
102-12 the economic, social and environmental spheres pp. 34

102-13 Participations in trade associations p. 9

  Strategy
Annual Financial Report
102-14 Statement by the Chair (at February 2019)

102-15 Main impacts, risks and opportunities pp. 11-14

  Ethics and Integrity


Values, Principles, Standards
102-16 and Rules of Conduct p. 18

  Governance

102-18 Governance structure pp. 15-17


Composition of the highest governing
102-22 bodies and its commissions pp. 16-17
Nomination and selection processes
102-24 for the highest governing bodies p. 15

  Stakeholder Engagement

102-40 List of stakeholders involved pp. 6-7


Employees covered by collective
102-41 labour agreements p. 31
Identification process and selection
102-42 of stakeholders to be involved p. 7

102-43 Approach to stakeholder engagement p. 7


Key aspects and critical issues emerged from
102-44 stakeholder engagement and related actions pp. 10-11; 18; 28; 33; 37

  Reporting Practice
List of entities included in the consolidated
financial statements and those not included in
102-45 the sustainability report p. 3

102-46 Process for defining contents pp. 3-4

102-47 Identified material aspects pp. 4-5


In FY 2018/19,
there were
no significant
changes with
respect to the
information
Explanation of the effects of changes in included
information included in previous financial in previous
102-48 statements and related reasons reports. -
In FY 2018/19,
there were
no significant
changes with
respect to the
material topics
Significant changes compared and reporting
102-49 to the previous financial statements scope. -

102-50 Reporting period p. 3


Publication date of the previous financial
102-51 statements p. 3

102-52 Reporting frequency p. 3


Contacts and addresses for information Annual Financial Report
102-53 on the financial statements (at February 2019)
GRI content index and choice
102-54 of the "in accordance" option p. 3

102-55 GRI content index pp. 43-45


Independent report
102-56 External certification by KPMG
Director’s Report 146 - 147

Topic Specific Standard

GRI Notes/
Standard Description Omissions Contact information

200 Economic

205 Anti-Corruption  

103 Information on management methods pp. 18-19


Evaluation operations for risks related
205-1 to corruption p. 19
Communication and training
205-2 on corruption procedures p. 19
Episodes of corruption and actions taken
205-3 in response p. 19

300 Environment  

301 Materials  

103 Information on management methods p. 42

301-1 Raw materials used by weight or volume p. 42

302 Energy  

103 Information on management methods p. 40

302-1 Energy consumption within the organisation p. 40-41

305 Emissions  

103 Information on management methods p. 40

305-1 Scope 1 emissions pp. 40-41

305-2 Scope 2 emissions pp. 40-41

305-3 Scope 3 emissions pp. 40-41

306 Waste and Discharges

103 Information on management methods p. 39


Total weight of waste by type
306-2 and disposal methods pp. 39-40

307 Environmental Compliance

103 Information on management methods p. 39


During the
2018/19
financial
year, no
environmental
Sanctions for failure to comply with reports were
307-1 environmental laws and regulations found. -
Evaluation of suppliers based
308 on environmental criteria

103 Information on management methods p. 37


New suppliers selected based
308-1 on environmental criteria p. 37

400 Business performance

401 Occupation

103 Information on management methods pp. 20; 22


Total number and percentage of new hires
401-1 and turnover, by age, gender and region pp. 24-25

402 Management of industrial relations  

103 Information on management methods p. 31


Minimum notice period for significant
operational changes (organisational changes)
indicating if these conditions are included
402-1 in the collective bargaining agreement p. 31

403 Health and Safety at Work

103 Information on management methods p. 29


Type of accident and accident rate,
rate of occupational diseases, absenteeism
rate and total number of deaths by territorial
403-2 distribution and gender pp. 29-30

404 Training and Education  

103 Information on management methods pp. 25; 28

404-1 Average annual training hours per employee pp. 25-27


Percentage of employees who receive regular
reports on the results and career development,
404-3 by gender and employee category p. 28

405 Diversity and Equal Opportunities

103 Information on management methods p. 22


In FY 2018/19,
information
relating to
employees
belonging
to protected
categories was
Composition of the governing bodies not available.
and breakdown of personnel by categories It will be
of employees, by gender, age, belonging published
to protected categories and other indicators within the next
405-1 of diversity three years. pp. 16-17; 23
Ratio of the basic salary and remuneration
of women to that of men by category
405-2 of employees p. 25

406 Non-discrimination

103 Information on management methods p. 22


No episodes of
discrimination
occurred during
the 2018/19
406-1 Episodes of discrimination and actions taken financial year. -

413 Local Communities

103 Information on management methods p. 38


Activities that include the involvement
413-1 of local communities p. 38

414 Social assessment of suppliers

103 Information on management methods p. 37


New suppliers that have been selected
414-1 using social criteria p. 37
Director’s Report 148 - 149

416 Health and safety of consumers

103 Information on management methods pp. 33-34


Total number of cases of non-compliance with
voluntary regulations and codes regarding
the health and safety impacts of products and
416-2 services during their life cycle pp. 33-34

417 Labelling of products and services

103 Information on management methods pp. 34-35


Type of information related to the products
and services required by the procedures and
percentage of significant products and services
417-1 subject to these information requirements pp. 34-35
Incidents related to non-compliance regarding
information related to the product or service in
417-3 communication and marketing activities pp. 34-35

418 Consumer privacy

103 Information on management methods pp. 35-36


Complaints concerning breaches of consumer
418-1 privacy and loss of data relating to them p. 36

419 Socio-economic Compliance  

103 Information on management methods p. 18


During the
2018/19
financial year,
no social or
Significant monetary and non-monetary economic
sanctions for non-compliance with laws or reports were
419-1 regulations in the socio-economic area received.

8 May 2019

Giancarlo Nicosanti Monterastelli Italo Valenti


Chief Executive Officer Executive Officer Responsible
for the preparation of the financial
statements of the company
CONSOLIDATED
FINANCIAL
STATEMENTS
INDEX
Consolidated financial statements

Notes 160
1. Introduction 160
2. Criteria adopted for preparation of the consolidated financial
statements and summary of the accounting principles 161
2.1 Basis of preparation of the consolidated financial statements 161
2.2 Preparation criteria for the consolidated financial statements 161
2.3 Statement of compliance with IFRS 162
2.4 Consolidated financial statement schedules 162
2.5 Consolidation policies and scope of consolidation 163
2.6 The use of estimates and valuations in the preparation
of the consolidated financial statements 164
2.7 Accounting standards 167
2.7.1 Changes to the accounting standards 167
2.7.2 Key accounting standards 171
2.8 New accounting standards 187
3. Information on financial risks 189
3.1 Credit Risk 189
3.2 Liquidity Risk 190
3.3 Market Risk 191
3.3.1 Interest rate risk 191
3.3.2 Currency Risk 192
3.4 Fair value estimates 193
4. Information on operating segments 194
5. Notes to the individual items of the consolidated financial statements 196
5.1 Plant, machinery, equipment and other assets 196
5.2 Goodwill 199
5.2.1 Impairment test 200
5.3 Intangible assets with a finite useful life 206
5.4 Deferred tax assets and deferred tax liabilities 208
5.5 Other current assets and other non-current assets 211
5.6 Inventories 212
5.7 Trade receivables 213
5.8 Current tax assets and liabilities 215
5.9 Cash and cash equivalents 215
Consolidated Financial Statements 152 - 153

5.10 Shareholders’ equity 216


5.11 Financial liabilities 221
5.12 Employee benefits 225
5.13 Other financial liabilities 227
5.14 Provisions 229
5.15 Other current liabilities and other non-current liabilities 230
5.16 Trade payables 232
5.17 Revenues 232
5.18 Other income 235
5.19 Purchases of materials and external services 236
5.20 Personnel expenses 237
5.21 Other operating costs and expenses 238
5.22 Depreciation, amortisation and write-downs 238
5.23 Financial income and Financial expenses 239
5.24 Income taxes 240
5.25 Basic and diluted earnings per share 241
5.26 Statement of cash flows 242
5.27 Share-based payment agreements 244
Long-Term Incentive Plan 244
5.28 Business unit combinations 246
6. Related-party transactions 249
7. Other information 254
Contingent liabilities 254
Guarantees granted in favour of third-parties 254
Operating lease assets 254
Disclosure on transparency obligations in the system of public
grants (Italian Law no. 124/2017, Art. 1 paragraphs 125-129) 255
Payments to the independent auditors 255
Subsequent events 255
Appendix 256
Attestation of the Consolidated Financial Statements 261
Report of the Independent Auditors on the Consolidated
Financial Statements 262
Report of the Independent Auditors on the Consolidated
Non-Financial Statements 269
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Year ended

(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201867

Plant, machinery, equipment and other assets 5.1 84,942 74,831

Goodwill 5.2 177,965 174,843

Intangible assets with a definite useful life 5.3 28,312 25,034

Deferred tax assets 5.4 35,179 30,105

Other non-current assets 5.5 2,493 2,371

Total non-current assets 328,891 307,184

Inventories 5.6 362,342 313,528

Trade receivables 5.7 41,288 39,572

Current tax assets 5.8 2,118 3,147

Other current assets 5.5 19,773 16,157

Cash and cash equivalents 5.9 84,488 61,414

Total current assets 510,009 433,818

Total assets 838,900 741,002

Share capital 5.10 4,000 4,000

Reserves 5.10 29,558 105,996

Profit/(loss) carried forward 5.10 57,319 (32,780)

Profit/(Loss) of third parties 5.10 - -

Total shareholders’ equity 90,877 77,216

Financial liabilities 5.11 31,112 40,518

Employee benefits 5.12 10,994 11,179

Other financial liabilities 5.13 12,771 12,195

Provisions 5.14 7,718 5,696

Deferred tax liabilities 5.4 3,712 2,448

Other non-current liabilities 5.15 1,466 718

Total non-current liabilities 67,773 72,754

Financial liabilities 5.11 12,455 6,961

Other financial liabilities 5.13 7,683 6,256

Trade payables 5.16 468,458 411,450

Current tax liabilities 5.8 1,204 -

Provisions 5.14 1,348 2,984

Other current liabilities 5.15 189,102 163,381

Total current liabilities 680,250 591,032

Total liabilities and shareholders’ equity 838,900 741,002

The notes are an integral part of these consolidated financial statements.

Note that as required by IFRS 3, Unieuro has reviewed the provisional allocation of the cost of the
67

business combination of the business unit Cerioni in order to reflect new information about the
circumstances at the acquisition date.
Consolidated Financial Statements 154 - 155

CONSOLIDATED INCOME STATEMENT

Year ended

(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201868

Revenue 5.17 2,104,519 1,873,792

Other income 5.18 4,343 6,395

Total revenue and income 2,108,862 1,880,187

Purchases of materials and external services 5.19 (1,923,930) (1,715,540)

Personnel costs 5.20 (169,878) (156,296)

Changes in inventory 5.6 48,593 41,193

Other operating costs and expenses 5.21 (6,445) (8,531)

Gross operating profit 57,202 41,013

Amortisation, depreciation and impairment losses 5.22 (27,568) (21,728)

Operating profit 29,634 19,285

Financial income 5.23 1,588 303

Financial expenses 5.23 (4,252) (7,933)

Profit before tax 26,970 11,655

Income taxes 5.24 1,925 (697)

Consolidated profit/(loss) for the year 28,895 10,958

Profit/(loss) of the Group for the financial year 5.10 28,895 10,958

Profit/(loss) of the third parties for the financial year 5.10 - -

Basic earnings per share (in Euros) 5.26 1.44 0.55

Diluted earnings per share 5.26 1.44 0.55

The notes are an integral part of these annual financial statements.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year ended

(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201868

Profit/(loss) for the consolidated year 28,895 10,958


Other components of comprehensive income that
are or could be restated under profit/(loss) for the
consolidated year:

Gain (losses) on cash flow hedges 5,13 (171) (250)

Income taxes 47 59
Total other components of comprehensive income
that are or could be restated under profit/(loss) for
the consolidated year 5,10 (124) (191)
Other components of comprehensive income that will
not subsequently be restated under profit/(loss) for
the consolidated year:

Actuarial gains (losses) on defined benefit plans 5,12 (650) 103

Income taxes 177 (18)


Total other components of comprehensive income
that will not subsequently be restated under
consolidated profit/(loss) for the year: 5,10 (473) 85
Total statement of comprehensive income for the
consolidated year 28,298 10,852

The notes are an integral part of these consolidated financial statements.

68
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e.
1 March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations. For more details, please
refer to Note 2.7.1 Changes to the accounting standards of the Consolidated financial statements as at 28
February 2019.
Consolidated Financial Statements 156 - 157

CONSOLIDATED CASH FLOW STATEMENT

Year ended

(Amounts in thousands of Euros) Notes 28 February 2019 28 February 2018

Cash flow from operations

Profit (loss) for the year 5.10 28,895 10,958

Adjustments for:

Income taxes 5.24 (1,925) 697

Net financial expenses (income) 5.23 2,664 7,630

Depreciation, amortisation and write-downs 5.22 27,568 21,728

Other changes 1,325 1,386

58,527 42,399

Changes in:

- Inventories 5.6 (48,814) (41,193)

- Trade receivables 5.7 (1,716) 18,940

- Trade payables 5.16 50,964 52,669


5.5-5.14-
- Other changes in operating assets and liabilities 5.15 27,332 21,213

Cash flow generated /(used) by operating activities 27,766 51,629

Taxes paid 5.24 (741) -

Interest paid 5.23 (3,240) (8,825)


Net cash flow from (used in) operating activities 5.26 82,312 85,203

Cash flow from investment activities

Purchases of plant, equipment and other assets 5.1 (29,386) (33,617)

Purchases of intangible assets 5.3 (2,761) (9,270)


Investments for business combinations and business
units 5.5 (5,587) (14,485)

Net cash inflow from acquisition 5.9 - 233


Cash flow generated/(absorbed) by investing
activities 5.26 (37,734) (57,138)

Cash flow from investment activities

Increase/(Decrease) in financial liabilities 5.11 (4,700) 16,529

Increase/(Decrease) in other financial liabilities 5.13 3,196 154

Distribution of dividends 5.10 (20,000) (20,000)


Cash flow generated/(absorbed) by financing
activities 5.26 (21,504) (3,317)
Net increase/(decrease) in cash and cash
equivalents 23,074 24,748
OPENING CASH AND CASH EQUIVALENTS 61,414 36,666
Net increase/(decrease) in cash and cash
equivalents 23,074 24,748
CLOSING CASH AND CASH EQUIVALENTS 84,488 61,414

The notes are an integral part of these consolidated financial statements.


STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

Cash flow
(Amounts in Extraordinary hedge
thousands of Euros) Notes Share capital Legal reserve reserve reserve
Balance as
at 28 February 2017 5.10 4,000 800 55,223 0
Profit/(loss) for the
consolidated period - - - -
Other components of
consolidated comprehensive
income - - - (191)
Total statement of
comprehensive income for
the consolidated year - - - (191)

Allocation of prior year result - - - -

Distribution of dividends - - (8,413) -


Share-based payment settled
with equity instruments - - - -
Total transactions with
shareholders - - (8,413) -
Balance as
at 28 February 2018 5.10 4,000 800 46,810 (191)
Effect of the change in the
accounting standard (IFRS 15) - - - -
Adjusted balance
at 1 March 2018 4,000 800 46,810 (191)
Profit/(loss) for the
consolidated period - - - -
Other components of
consolidated comprehensive
income - - - (124)
Total statement of
comprehensive income for
the consolidated year - - - (124)

Allocation of prior year result - - - -


Covering retained losses and
negative reserves - - (46,810) -

Distribution of dividends - - - -
Share-based payment settled
with equity instruments - - - -
Total transactions with
shareholders - - (46,810) -
Balance as
at 28 February 2019 5.10 4,000 800 0 (315)

The notes are an integral part of these consolidated financial statements.


Consolidated Financial Statements 158 - 159

Reserve for
actuarial gains/
(losses) on Reserve for Profit/(loss) Total Non- Total
defined benefit share-based carried shareholders’ controlling shareholders’
plans payments Other reserves forward equity interest equity

(859) 6,938 57,999 (39,122) 84,979 0 84,979

- - - 10,958 10,958 - 10,958

85 - - (106) - (106)

85 - - 10,958 10,852 - 10,852

- - - - - - -

- - - (11,587) (20,000) - (20,000)

- (5,586) - 6,971 1,385 - 1,385

- (5,586) - (4,616) (18,615) - (18,615)

(774) 1,352 57,999 (32,780) 77,216 0 77,216

- - - 4,038 4,038 - 4,038

(774) 1,352 57,999 (28,742) 81,254 0 81,254

- - - 28,895 28,895 - 28,895

(473) - - (597) - (597)

(473) - - 28,895 28,298 - 28,298

- - - (8,521) (8,521) - (8,521)

- - (11,055) (66,386) 8,521 - 8,521

- - - (20,000) (20,000) - (20,000)

- 2,024 - (699) 1,325 - 1,325

- 2,024 (31,055) 57,166 (18,675) - (18,675)

(1,247) 3,376 26,944 57,319 90,877 0 90,877


NOTES
1. Introduction

The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017.

The company Unieuro S.p.A. (hereinafter referred to as the “Company” or “Unieuro” or


“UE”) is a company under Italian law with registered office in Forlì in Via V.G. Schiaparelli
31, established in the late 1930s by Vittorio Silvestrini. Unieuro is today the largest Italian
chain of consumer electronics and appliances by number of sales outlets, and it operates
as an integrated omnichannel distributor in four major product segments: Grey (telephone
systems, computers and photos), White (large and small appliances), Brown (consumer
electronics and media storage), Other Products (consoles, video games, bicycles) and
Services offering parallel ancillary services such as delivery and installation, extended
warranties and consumer financing.

The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned
by Unieuro, is a company under Italian law with its registered office in Vimercate at Via
Energy Park 22, which sells online I.T., electronic, telephone products and appliances in
Italy through its website www.monclick.it, offering a catalogue with over 70,000 items
and guaranteeing a comprehensive purchasing experience completed through the home
delivery and installation of the chosen product. It also operates in the segment known as
B2B2C, where the customers are operators which need to purchase electronic products
to distribute to their regular customers or employees to accumulate points or participate
in competitions or incentive plans.

The Group’s mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a
strategic approach focusing on accessibility, a local presence and nearness.

Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.

On 01 March 2019, Unieuro completed a contract for the purchase of 100% of the share
capital of Carini Retail S.r.l. (hereinafter also referred to as “Carini Retail”). The price agreed
by the parties was Euro 17,400 thousand. Through this acquisition, Unieuro announced
its launch in Sicily, a region numbering five million inhabitants, up until that point poorly
covered. The transaction took place through the acquisition of 100% of the share capital
of a newly-established company owning 12 sales outlets in Sicily, belonging to Pistone
S.p.A., one of the most important shareholders of the Expert buying group operating in
Italy, with registered office in Carini (Palermo).

On the basis of information available as at the date of the Annual Financial Report, Unieuro’s
Consolidated Financial Statements 160 - 161

major shareholders, through Monte Paschi Fiduciaria S.p.A., are Italian Electronics Holdings
S.à.r.l.69 (accounting for the funds managed by Rhone Capital) with 33.8% and Alfa S.r.l.69
(Dixons Carphone plc) with 7.2%. Some shareholders that can be traced to the Silvestrini
family70 hold 5.1%, the asset management company Amundi Asset Management69 has 5% of
the capital of Unieuro, and, finally, some top managers of Unieuro70 jointly hold 1.8%.

Please note that 28 November 2018 marked an end to the Shareholder Agreement
regarding Unieuro S.p.A., as stipulated on 10 December 2016, as subsequently amended,
by and between Italian Electronics Holdings S.à.r.l., Alfa S.r.l., Alexander S.r.l., Victor S.r.l,
GNM Investimenti S.r.l., Giufra S.r.l., Gami S.r.l., MT Invest S.r.l. and Theta S.r.l., with reference
to the shares held in the Company’s share capital. On 09 January 2019, the agreeing
shareholders agreed to confirm some of the provisions of said shareholder agreement
through the stipulation of a new shareholder agreement, which ended on 31 January 2019.

As at the date of the Annual Financial Report, Italian Electronics Holding S. à r.l., in light of
the current shareholding structure it is therefore the relative majority shareholder.

2. Criteria adopted for preparation of the consolidated


financial statements and summary of the accounting
principles

Below are the preparation criteria, the main accounting principles and valuation criteria
adopted for the drafting of the consolidated financial statements. These principles and
criteria were applied consistently to all the years presented within this document.

2.1 Basis of preparation of the consolidated financial statements


The Group’s consolidated financial statements comprise the consolidated statement of financial
position, the consolidated income statement, the consolidated statement of comprehensive
income, the consolidated cash flow statement and the consolidated statement of changes in
shareholders’ equity for financial year ended 28 February 2019, as well as the statement of
financial position, the income statement, the statement of comprehensive income, the cash
flow statement and the statement of changes in shareholders’ equity for financial year ended
28 February 2018 of Unieuro and the related notes to the financial statements.

2.2 Preparation criteria for the consolidated financial statements


The Group’s Consolidated Financial Statements were drafted on a going concern basis,
since the directors verified that there were no indicators of a financial, operating or other
nature of any critical areas regarding the company’s ability to honour its obligations in
the foreseeable future and over the next 12 months.
The consolidated financial statements were drafted on the basis of the historical cost criteria,
except for the derivative financial instruments which were measured at their fair value.

69
Source: Consob, relevant shareholders Unieuro S.p.A.
70
Source: re-processing of the results of the register of shareholders as at 12 June 2018
Please see the Report on Operations for information regarding the nature of the company’s
operations and significant events after the balance sheet date.

As at 28 February 2019, the Group is composed as follows:

(Amounts in thousands of Euros) Share Capital % of ownership Parent company

Unieuro S,p,A, 4,000.00

Monclick S,r,l, 100.00 100.00% Unieuro S.p.A.

The major shareholders of Unieuro as at 28 February 2019 are disclosed in Introduction.

The Consolidated Financial Statements are presented in Euros, the functional currency
of the Group. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is
hereby specified that any differences found in any tables are due to rounding of amounts
which are expressed in thousands of Euro.

The consolidated financial statements as at 28 February 2019, approved by the Board of


Directors of the Company on 08 May 2019, have been audited and will be submitted for
approval to the Shareholders’ Meeting.

2.3 Statement of compliance with IFRS


The consolidated financial statements were prepared in compliance with the International
Accounting standards (IAS/IFRS) which are issued by the International Accounting
Standards Board (IASB) and their relative interpretations (SIC/IFRIC), adopted by the
European Union.
Furthermore, the consolidated financial statements were prepared in compliance with
the provisions adopted by Consob for financial statements in application of article 9 of
Legislative Decree 38/2005 and other rules and provisions issued by Consob regarding
financial statements. In particular it is hereby noted that with regard to Consob resolution
15519 of 27 July 2006 and Communication no. DEM6064293 of 28 July 2006 regarding
financial statements, specific schedules have been added to the consolidated income,
consolidated balance sheet and consolidated cash flow statements indicating significant
relations with related parties and specific income statement schedules indicating, for
each item, the non-recurring component.

2.4 Consolidated financial statement schedules


In addition to these notes, the consolidated financial statements consist of the following
schedules:
A) Statement of consolidated financial position: the presentation of the consolidated
statement of financial position is shown by distinctly presenting current and non-
current assets and current and non-current liabilities. This includes a description in
the notes for each asset and liability item of the amounts that are expected to be
settled or recovered within or later than 12 months from the reference date of the
Consolidated Financial Statements.
Consolidated Financial Statements 162 - 163

B) Consolidated income statement: the classification of the costs in the income


statement is based on their nature, showing the interim results relative to the gross
operating result, the net operating result and the result before taxes.

C) Consolidated statement of comprehensive income: this item includes the profit/


(loss) for the year as well as the income and expenses recognized directly in equity
for transactions other than those with shareholders.

D) Statement of consolidated cash flows: the statement of consolidated cash flows


contains the cash flows from operations, investments and financing. The cash flows
from operations are shown using the indirect method through which the result for
the year is adjusted for the effects of non-monetary transactions, any deferral or
allocation of previous or future collections or payments related to operations and
revenue elements connected to cash flows arising from investment or financing
activities.

E) Consolidated statement of changes in shareholders’ equity: this schedule includes, in


addition to the results of the comprehensive income statement, also the transactions
that were carried out directly with shareholders that acted in their capacity as such
and the breakdown of each individual component. Where applicable, the statement
also includes the effects arising from changes in the accounting standards in terms of
each equity item.

The consolidated financial statements are shown in comparative form.

2.5 Consolidation policies and scope of consolidation


The Consolidated Financial Statements as at 28 February 2019 include the financial
statements of the parent company, Unieuro S.p.A., and its subsidiary Monclick S.r.l.
The group company statements used for full consolidated have been duly amended and
reclassified, in order to align them with the aforementioned international accounting
standards.

Subsidiaries
These are companies over which the Group exercises control as defined by IFRS 10. This
control exists when the Group has the power, directly or indirectly, to determine the
financial and operating standards of an enterprise to obtain benefits from its activities.
The financial statements of the subsidiary are included in the consolidated financial
statements from the date on which control over it was assumed until this control ceases.
For the purposes of consolidation of the subsidiaries, the total integration method is
applied, thus assuming the full amount of the financial assets and liabilities and all costs
and revenues. The book value of the consolidated investment is then eliminated from the
related shareholders’ equity. The share of shareholders’ equity and the result relating to
the minority shareholders is shown respectively in a special item in shareholders’ equity
and in the consolidated income statement.
In accordance with IFRS 3, the subsidiary acquired by the Group is accounted for using
the purchase method, whereby:
• the acquisition cost is the fair value of the divested assets, considering the issuance of
equity instruments, and liabilities assumed, plus directly attributable transaction costs;
• the excess of the acquisition cost compared to the market value of the Group’s share
in the net assets is recorded as goodwill;
• if the acquisition cost is less than the fair value of the Group’s share in the net assets of
the acquired subsidiary, the difference is recognised directly in the income statement.

Transactions eliminated in the consolidation process


The preparation of the Consolidated Financial Statements eliminated all the significant
balances and transactions between Group companies, as well as unrealised gains and
losses resulting from intragroup transactions. Unrealised gains and losses generated by
transactions with jointly controlled entities and/or associated companies are eliminated
depending on the percentage share of Unieuro Group’s participation in that company.

2.6 The use of estimates and valuations in the preparation of the


consolidated financial statements
In application of the IFRS, the preparation of the consolidated financial statements
requires the usage of estimates and assumptions that have an effect on the values of
the consolidated balance sheet assets and liabilities and the information regarding the
contingent assets and liabilities at the date of reference. The estimates and assumptions
are based on elements which are known as at the date that the consolidated financial
statements are prepared, are based on the experience of the management and other
elements - if any - considered to be significant. The actual figures may differ from the
estimates. The estimates are used to recognise the provision for bad debts, inventory
obsolescence, assets referring to the capitalisation of costs for obtaining the contract, the
liability fro the contract for the sale of guarantee extension services, measure amortization
and depreciation, conduct assessments of the assets, test impairment of goodwill, test
impairment of equity investments, carry out actuarial valuations of employee benefits
and share-based payment plans, as well as to estimate the fair value of derivatives and
assess the extent to which deferred tax assets can be recovered.
Management regularly revises the estimates and assumptions and the effects of any
changes are presented in the income statement.
Below is a summary of the critical valuation processes and the key assumptions used
by the Group in applying the IFRS, which can have significant effects on the values
recognized in the financial statements and for which there is a risk that differences of a
significant amount could arise compared to the book value of the assets and liabilities in
the future.

Recoverable amount
Non-current assets include property, plant, machinery, equipment and other assets,
goodwill, software and trademarks, equity investments and other non-current assets. The
Group periodically reviews the book value of non-current assets held and used and the
book value of assets that are held for sale, when the facts and circumstances require this
review. The company tests goodwill for impairment at least once a year and whenever
events or circumstances indicate a possible impairment loss. The company regularly
Consolidated Financial Statements 164 - 165

monitors the recoverability of non-current assets’ carrying amounts by estimating the


cash flows expected from the use or sale of the asset and discounting them to calculate the
asset’s present value. When the book value of a non-current asset has become impaired,
the Group writes down the excess of the book value of the asset and its recoverable value
through usage or sale thereof, determined with reference to the cash flows used for the
recent business plans.
The estimates and assumptions used as part of this analysis, in particular the impairment
tests carried out on goodwill, reflect the status of the Group’s knowledge regarding the
business developments and take into account provisions that are considered to be a
reasonable insofar as the future developments on the market and in the sector, but they
are nevertheless still subject to a high degree of uncertainty.

Recoverability of deferred tax assets


The Group recognises deferred tax assets up to the value which it considers to be
probable that it will recover. Where necessary, the Group makes adjustments to reduce
the value of a deferred tax asset down to the value that it considers probable to recover.
The company considers the budget results and forecasts for future years in line with the
budgets used for impairment tests, described earlier for the recoverable amount of non-
current assets, to determine the recoverable amounts of deferred tax assets.

Bad debt provision


The provision for bad debts reflects management estimates regarding losses from the
trade receivables portfolio. The provision for bad debts is based on losses expected by
management, determined depending on past experience for similar receivables, current
and historical past due amounts, losses and collections, careful monitoring of credit
quality and projections regarding the economic and market conditions.

Obsolescence Provision
The stock write-down provision reflects management estimates regarding the
expected impairment of the assets, determined based on past experience and historical
performance and expected performance of the market, including following specific
actions by the Company. It also considers specific actions introduced by the company
in order to align the carrying amount of inventory to the lower of its cost and estimated
realisable value.

Assets from the contract relating to the sale of extended warranty services
The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that the Group offers to its customers.
This service is sold directly at the sales outlets through the recognition of an additional
amount over and above the product sold. Sales staff are recognised an incentive for each
additional sale made of extended warranty services.
When warranty services are sold, the Group records an asset equal to the vale of the
premiums paid to employees and then recognises this asset as a cost throughout the
time that the service is being provided. The release of this asset as a cost is determined
by the estimated interventions for repairs under warranty, consistently with the reversal
of the liability form the contract relative to the sale of the extended warranty service.

Trade payables
The Unieuro Group has contracts for the supply of goods which include receipt of premiums
and, in certain circumstances, contributions classified in trade payables. These premiums
and contributions are recognised either as a percentage of the quantities purchased,
or as a fixed figure on the quantities purchased or sold, or as a defined contribution.
Especially with reference to those agreements whose term falls after the reporting date,
which account for a minor share of the premiums and contributions for the year, their
calculation is a complex accounting estimate entailing a high level of judgement as it
is affected by many factors. The parameters and information used for the estimate are
based on the purchased or sold volumes and valuations that consider historical figures of
premiums and contributions actually paid by suppliers.

Liabilities from the contract relating to the sale of extended warranty services
The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that the Group offers to its customers.
This service is offered by the Group and its affiliates and it is sold directly at the points of
sale against an additional amount over and above the sales price.
The warranty extension compared to the legal requirement can be in timing (more years
covered) and/or the risks covered (e.g., product damage) depending on the product
category sold.
When the warranty service is sold, the Group recognises a liability equal to the sales value
of said service and then reclassifies it to revenue over the service term. This reclassification
of said liability as a revenue is calculated considering the estimated number of repair work
interventions during the warranty period. These are estimated using historical information
on the nature, frequency and cost of the work provided under warranty spread out over
time to simulate the future occurrence of these events.

Defined benefit plans and other post-employment benefits


The Group provides a defined benefit plan to its employees (employees severance
indemnity).
It applies an actuarial method to calculate the cost and net interest expense of the benefit
plans involving the use of estimates and assumptions to determine its net obligation.
The method includes financial variables, such as, the discount rate and future increases
in salaries, as well as the probability that future events may occur using demographic
variables (employee turnover and mortality). Specifically, the discount rates applied
are the rates or yield curves of high quality corporate bonds in the reference markets.
Changes in each factor could affect the amount of the liability.

Provisions
The Group creates a provision for disputes and legal proceedings under way when it
is considered probable that there will be a financial outlay and when the amount of
the relative expenses can be reasonably estimated. If it is unable to estimate the cash
Consolidated Financial Statements 166 - 167

disbursement or if such disbursement becomes probable, the company does not set up
a provision but simply discloses the event in the notes.
During the normal course of business, the Group monitors the status of the disputes which
are ongoing and consults with its own legal and tax advisors. It is therefore possible that
the value of the provisions for the disputes and lawsuits involving the Group may change
as a result of future developments in the proceedings that are ongoing.

Equity-settled share-based payment plans


The measurement of the probable market price of options is recognised using the
binomial method (Cox – Ross – Rubinstein). The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the recipients leaving the plan and the probability of achieving the performance targets
were taken into account. For further details see note 5.27.

Hedging derivatives
The fair value of derivatives is estimated using the prices on regulated markets or
provided by financial counterparts. In their absence, management estimates fair value
using valuation models that consider subjective variables, such as, for example, estimated
cash flows and price volatility.

2.7 Accounting standards


The accounting criteria and standards adopted for the preparation of these Consolidated
Financial Statements were the same as those applied in preparing the Unieuro
consolidated financial statements for the year ended 28 February 2018 apart from the
new standards and/or supplements adopted described in Note 2.7.1. Changes to the
accounting standards listed below.

2.7.1 Changes to the accounting standards


The Group has adopted IFRS 15 (Revenue from Contracts with Customers) and IFRS
9 (Financial instruments) starting 01 March 2018. Below is a summary of the impacts
resulting from the application of the new standards. Based on the analyses conducted,
the adoption of new accounting standard IFRS 9 Financial Instruments, has not led to
significant impacts in the consolidated financial statements ended 28 February 2019. The
other new standards which came into force from 1 March 2018 have not had a significant
effect on the Group’s consolidated financial statements.

IFRS 15
On 28 May 2014 the IASB published the document that requires a company to report
revenues at the time of the transfer of control of goods and services to customers at
an amount that reflects the sum it expects to receive in exchange for these products or
services. The new revenue reporting model defines a five step process to achieve this
purpose:
1) Identification of the contract with the customer;
2) Identification of the service;
3) Calculation of the consideration;
4) Allocation of the consideration related to the performance of the service;
5) Recognition of the revenues related to the performance of the service.

The IASB anticipates adoption from 1 January 2018 and the European Union endorsed
it on 22 September 2016. In addition, on 12 April 2016 the IASB published amendments
to the principle: Clarifications to IFRS 15 “Revenue from Contracts with Customers”, also
applicable from 1 January 2018. The amendments are designed to clarify the methods
through which to identify companies are Principals or Agents and to decide whether
licence revenues should be rediscounted for the entire duration.

The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first
time adoption (i.e. 1 March 2018). Therefore, the information relating to the comparison
period have not been restated, namely they are presented in accordance with IAS 18, IAS
11 and the related interpretations.

Group sales are mainly made to the end consumer, who pays the price of sale upon
collecting the product, i.e. at the time the entity fulfils its obligation. Sales made to the
Indirect channel and B2B channel are recorded at the time of the transfer of control of
goods and services at an amount that reflects the sum it expects to receive in exchange
for these products or services. For more details, please refer to Note 2.7.2 Key accounting
standards.

The table below summarises the impact, net of taxes, of the adoption of IFRS 15 on
retained earnings and non-controlling interests as at 1 March 2018.

Impact of the adoption of IFRS 15


at 01 March 2018
Group shareholders’ Minority
(Amounts in thousands of Euros) Notes equity shareholders' equity

Profit/(loss) carried forward

Incremental costs for procuring the contract 1 3,831 0

Rights not exercised by the customer 2 207 0

Effect at 1 March 2018 4,038 0

The table below summarises the effects of the application of IFRS 15 on the individual items
involved in the statement of financial position as at 28 February 2019 and the statement
of profit/(loss) and other components of comprehensive income at 28 February 2019.
Consolidated Financial Statements 168 - 169

Effects on the consolidated statement of financial position

28 February
2019 Balances
without
considering the
28 February effect of the
2019 application of
(Amounts in thousands of Euros) Notes As reported Adjustments Reclassifications IFRS 15
Plant, machinery, equipment and
other assets 84,942 - - 84,942

Goodwill 177,965 - - 177,965


Intangible assets with a definite
useful life 28,312 - - 28,312

Deferred tax assets 35,179 - - 35,179

Other non-current assets 2,493 - - 2,493

Total non-current assets 328,891 - - 328,891

Inventories 3 362,342 - (322) 362,020

Trade receivables 41,288 - - 41,288

Current tax assets 1-2 2,118 169 - 2,287

Other current assets 1 19,773 (5,958) - 13,815

Cash and cash equivalents 84,488 - - 84,488

Total current assets 510,009 (5,789) (322) 503,898

Total assets 838,900 (5,789) (322) 832,789

Share capital 4,000 - - 4,000

Reserves 29,558 - - 29,558

Profit/(loss) carried forward 1-2 57,319 (4,889) - 52,430

Profit/(Loss) of third parties - - - -

Total shareholders’ equity 90,877 (4,889) - 85,988

Financial liabilities 31,112 - - 31,112

Employee benefits 10,994 - - 10,994

Other financial liabilities 12,771 - - 12,771

Provisions 7,718 - - 7,718

Deferred tax liabilities 1 3,712 (1,126) - 2,586

Other non-current liabilities 1,466 - - 1,466

Total non-current liabilities 67,773 (1,126) - 66,647

Financial liabilities 12,455 - - 12,455

Other financial liabilities 7,683 - - 7,683

Trade payables 468,458 - - 468,458

Current tax liabilities 1,204 - - 1,204

Provisions 3 1,348 - 61 1,409

Other current liabilities 2-3 189,102 226 (383) 188,945

Total current liabilities 680,250 226 (322) 680,154


Total liabilities and shareholders’
equity 838,900 (5,789) (322) 832,789
Effects on the consolidated income statement

28 February
2019 Balances
without
considering the
28 February effect of the
(Amounts in 2019 application of
thousands of Euros) Notes As reported Adjustments Reclassifications IFRS 15

Revenue 1-2-3-4 2,104,519 19 (3,280) 2,101,258

Other income 4 4,343 -- 310 4,653

Total revenue and income 2,108,862 19 (2,970) 2,105,911


Purchases of materials and
external services 5 (1,923,930) -- 3,071 (1,920,859)

Personnel costs 1 (169,878) 644 -- (169,234)

Changes in inventory 3 48,593 -- (101) 48,492


Other operating costs and
expenses (6,445) -- -- (6,445)

Gross operating profit 57,202 663 -- 57,865


Amortisation, depreciation
and impairment losses (27,568) -- -- (27,568)

Operating profit 29,634 663 -- 30,297

Financial income 1,588 -- -- 1,588

Financial expenses (4,252) -- -- (4,252)

Profit before tax 26,970 663 -- 27,633

Income taxes 1-2 1,925 188 -- 2,113


Consolidated profit/(loss) for
the year 28,895 851 -- 29,746
Profit/(loss) of the Group for
the financial year 28,895 851 -- 29,746
Profit/(loss) of the third
parties for the financial year - - - -

More information about the significant changes and their impact is given below.

1. Incremental costs for procuring the extended warranty contract


Following the clarifications introduced by the principle, the Group modified the accounting
of initial costs incurred for the conclusion of contracts for the sale of extended warranty
services. The adoption of the standard had an impact on the timing of the recognition of
certain costs with the initial costs incurred for procuring the contract which can qualified
as contract costs represented by the bonuses paid to employees for each additional
sale made. These costs have been deferred consistently with the revenues for the sale of
extended warranty services.

2. Rights not exercised by the customer


As envisaged by the new standard IFRS 15, when the Group receives an early payment
made by a customer it reports the amount of the early payment for the obligation
undertaken under the item Other current liabilities and eliminates this liability by reporting
the revenue when these goods are transferred. Specifically, for transactions where the
Consolidated Financial Statements 170 - 171

recognition of discounts on future sales transactions are commercially linked it defers


the part of the consideration related to the obligation undertaken reporting the revenue
when the discount is used. This accounting method has had no significant impact on that
carried out by the Group during previous years.

3. Sales with the right of return


Previously, the Group reported a liability for the margin related to returns expected from
the sale of products with counterparties in a dedicated returns provision. In compliance
with IFRS 15, the Group now reports the returns expected from the sale of products as
a reduction to revenues and the related cost of these returns as a reduction of the sales
cost; however, it reports the amount corresponding to the market value of expected
returns as a liability for future repayments and with a counter-entry of an asset for the
right to recover the products from customers.

4. Reclassifications in the income statement


Following the clarifications introduced by new accounting standard IFRS 15, and in
order to ensure a better representation, the Group has made reclassifications in the
income statement with reference to: (i) fees resulting from collection order agreements
reclassified from the item Purchases of materials and services to the item Revenues,
(ii) the charge-back to affiliates of the costs relating to the customer loyalty scheme
reclassified from the item Other income to the Item Revenues, (iii) rebate liabilities from
the item Other income to the item Revenues.

IFRS 9
As described above, the Group began applying IFRS 9 starting 01 March 2018. Based
on the analyses conducted, the adoption of new accounting standard IFRS 9 Financial
Instruments, has not led to significant impacts in the consolidated financial statements
ended 28 February 2019. In particular the new provisions of IFRS 9: (i) modify the
classification and valuation model for financial assets; (ii) introduce a new method for
writing down financial assets that takes into account expected losses (the (i) modify
the classification and valuation model for financial assets; (ii) introduce a new method
for writing down financial assets that takes into account expected losses (the expected
credit losses); and (iii) amend the provisions regarding hedge accounting.

2.7.2 Key accounting standards


Business combinations and goodwill
Business combinations are recognised using the acquisition method. As at the date the
control is acquired, this requires recognition of their value of identifiable assets (including
intangible fixed assets which had previously not been recognized) and identifiable
liabilities (including contingent liabilities but not including future restructuring) of the
acquired company.
Every contingent consideration is also recognised by the Group at its fair value on its
acquisition date. Fair value gains and losses of the contingent consideration classified as
assets or liabilities are recognized in profit or loss as required by IAS 39. If the contingent
consideration is recognized in equity, its initial fair value is never redetermined.
Goodwill arising from a business combination is initially measured at cost which is the
amount by which the fair value of the consideration paid exceeds the Group’s portion
of the net fair value of the assets, liabilities and contingent liabilities of the acquired
company. Goodwill from a business combination is allocated, as at the acquisition date, to
the individual cash generating units of the Group or groups of cash generating units that
would benefit from the synergies of the combination, regardless whether other assets or
liabilities of the Group have been assigned to these units or groups of units. Each unit or
group of units to which the goodwill is allocated should:
• represent the lowest level within the Group at which the goodwill is monitored for
internal management purposes;
• not be larger than the identified operating segments.

When an entity disposes of an operation within a CGU or group of units to which goodwill
has been allocated, the goodwill associated with that operation should be included in the
carrying amount of the operation when determining the gain or loss on disposal. The
goodwill disposed of in those circumstances is measured based on the relative values of
the activity disposed of and the portion of the units retained.
Any profits from the purchase of a company at favourable prices are immediately
recognised in the income statement, while costs related to the combination, other than
those which refer to the issue of bonds or equity instruments, are recognised as expenses
in the profit/(loss) of the year in which they are incurred.
After initial recognition, goodwill is not amortised and it is decreased by any impairment
losses, which are measured using the procedures described in the paragraph “Impairment
losses of non-financial assets”.

Transactions under common control are recognized at their carrying amount, i.e.,
without recognising a gain, pursuant to the IFRS and the guidance of OPI 1 (Assirevi’s
preliminary considerations about the IFRS) about the accounting treatment of business
combinations of entities under common control in the separate and consolidated financial
statements. According to these guidelines, in the event of business combinations in
which the acquired company is controlled by the same entity, whether before or after the
acquisition, the net assets must be recognised at their book value recorded in the books
of the acquired company prior to the operation. If the transfer values are higher than
these historical carrying amounts, the difference is eliminated by adjusting the acquirer’s
equity downwards.

Fair value hierarchy


Several standards and disclosure requirements entail the calculation of the fair value
of financial and non-financial assets and liabilities. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. To increase consistency and comparability
in fair value measurements and related disclosures, the standard has established a three-
level hierarchy reflecting the importance of the inputs used to calculate fair value. The
levels are:
• Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets
or liabilities that the entity can access at the measurement date. A quoted price in
an active market provides the most reliable evidence of fair value and in the case of
multiple active markets, the most advantageous market for the asset or liability is
identified;
Consolidated Financial Statements 172 - 173

• Level 2: inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly. If the asset or liability has a
specified term, a Level 2 input must be observable for substantially the full term of
the asset or liability. Level 2 inputs include the following: quoted prices in markets
that are not active or interest rates and yield curves observable at commonly quoted
intervals; and
• Level 3: unobservable inputs for the asset or liability. Unobservable inputs are used to
measure fair value to the extent that Levels 1 and 2 inputs are not available. However,
the fair value measurement objective remains the same, i.e., an exit price at the
measurement date, reflecting the assumptions that market participants would use
when pricing the asset or liability, including assumptions about risk.

Plant, machinery, equipment and other assets (property, plant and equipment)
Recognition and measurement
Property, plant and equipment are measured at acquisition cost including any directly
attributable costs less any accumulated depreciation and any accumulated impairment
losses.
Any financial expenses incurred for the acquisition or construction of capitalised assets for
which a specific period of time is normally required in order to render the asset ready for
usage or sale, are capitalised and amortised throughout the life of the asset class they refer to.
All other financial expenses are recognised in the income statements during the year they
refer to.
If a tangible fixed asset is composed of various components with differing useful lives,
these components are recognised separately (if they are significant components).
The profit or the loss generated by the sale of property, plant, machinery, equipment and
other assets is measured as the difference between the net consideration of the sale and
the net residual value of the asset, and it is recognised in the income statement during
the year in which the elimination takes place.

Subsequent expenditures
The costs incurred subsequently to the purges of the assets and the replacement cost of
certain parts of the assets recognised in this category are added to the book value of the
element they refer to and they are capitalised only if they increase the future economic
benefits of the asset itself. All other costs are recognised in the income statement once
incurred.
When the replacement cost of certain parts of the asset is capitalised, the net book
value of the replaced parts is allocated to the income statement. The extraordinary
maintenance expenses which increase the useful life of the tangible fixed assets are
capitalised and amortised on the basis of the residual possibility of use of that asset. The
costs for ordinary maintenance are recognised in the income statement in the year in
which they are incurred.
Assets under construction are recognised at cost under assets under construction for as
long as their construction is not available for use; when they become available for use, the
cost is classified in the relative item and depreciated.

Assets under finance lease


Other assets, plant and machinery held under finance leases, where the Group has
substantially assumed all the risks and rewards incidental to ownership, are recognized
at the lease inception date as property, plant and equipment at their fair value or, if
lower, the present value of the minimum lease payments. They are depreciated over their
estimated useful lives and their carrying amounts are adjusted for impairment calculated
using the methods set out below. The liability to the lessor is recognized under “Other
financial liabilities”.

Amortization
Depreciation of an asset begins when it is available for use and ceases at the earlier of the
date that the asset is classified as held for sale in accordance with IFRS 5 and the date that
the asset is derecognized. Any changes to the amortization plan are applied prospectively.
The depreciable amount is the asset’s carrying amount less its estimated net sales value
at the end of its useful life, if material and reasonably determinable.
Depreciation rates are calculated considering each asset’s estimated useful life and the
internal utilization plans that consider the asset’s technological and physical wear and tear
and their estimated realisable value net of scrapping costs. When the asset comprises
more than one material component with different useful lives, depreciation is calculated
separately for each component. When events occur that indicate possible impairment of
tangible fixed assets, or when there are significant reductions in the market value of these
assets, significant technological changes or significant obsolescence, the net book value,
regardless of the depreciation that has already been recognised, is subject to verification
based on an estimate of the current value of future cash flows and eventually adjusted. If
the conditions for the impairment loss no longer exist in the future, the impairment loss
is reversed back to the carrying amount the asset would have had (net of depreciation)
had the impairment loss never been recognized.

Depreciation is calculated on a straight-line basis over the asset’s estimated useful life
using the following rates:

Category % used

Plant and machinery 15%

Fixtures and fittings, tools and other equipment 15%

Electronic machinery 20%

Fixtures 15%

Office fixtures and fittings and machinery 12%

Automobiles 25%

Mobile phones 20%

Leasehold improvements throughout the duration of the contract

Other assets 15%-20%

Intangible assets with a definite useful life


Initial recognition and measurement
Separately acquired intangible assets are initially recognized at cost while intangible
assets acquired in a business combination are recognized at the acquisition-date fair
Consolidated Financial Statements 174 - 175

value. After initial recognition the intangible fixed assets are recognised at cost, net of
amortization and any accumulated impairment.

Key Money paid for store openings is considered as a cost related to a real estate lease
and is generally regarded as an asset with a finite useful life determined by the underlying
contract period. These are initially capitalised at cost and after initial recognition, they
are carried at cost less any accumulated amortisation and any accumulated impairment
losses.

Subsequent expenditures
Costs incurred subsequently to purchase are capitalised only when the expected future
economic benefits which are attributable to the asset they refer to are increased. All
other subsequent costs are recognised in the income statement once incurred.

Amortization
Intangible assets are amortized over their useful lives and are tested for impairment
whenever there is an indication of a possible impairment loss. The amortization period
and method are reviewed at each annual reporting date or more frequently if necessary.
Any changes to the amortization plan are applied prospectively.
The profits or the losses from elimination of an intangible fixed asset are measured from
the difference between the net revenue from the sale and the book value of the intangible
asset, and they are recognised in profit and loss in the year during which the elimination
takes place.

It is recognized in profit or loss when the asset is derecognized. Amortization is calculated


on a straight-line basis over the asset’s estimated useful life using the following rates:

Category % used

Software 20%
Based on the duration of the lease starting from
Entry rights the date that the shop opens
Based on the duration of the lease starting from
Key Money the date that the shop opens

Brands 5-10%

Financial assets
The Group determines the classification of its financial assets on the basis of the business
model adopted for their management and the characteristics of the related cash flows
and, where adequate and permitted, revises this classification at the end of each year.

a) Financial assets measured at amortised cost


This category includes financial assets for which the following requirements are met:
(i) the asset is held as part of a business model the aim of which is to hold the asset with
a view to collecting on the related contractual cash flows; and
(ii) the contractual terms of the asset envisage cash flows represented purely by payments
of principal and interest on the amount of principal to be repaid.
These are mainly trade receivables, loans and other receivables.
Trade receivables with no significant financial component are recognised at the price
defined for the related transaction (determined in accordance with the provisions of
standard IFRS 15 Revenue from Contracts with Customers).
Other receivables and loans are initially recognised on the financial statements at fair
value, increased by any accessory costs directly attributed to the transactions that
generated them.

An assigned receivable is eliminated if the assignment provides for the total transfer of
the connected risks and benefits (contractual rights to receive the flows from a financial
asset). The difference between the book value of an assigned asset and the consideration
received is recognised amongst financial items of income.

At subsequent measurement, the financial assets at amortised cost, with the exception
of receivables with no significant financial component, are discounted using the effective
interest rate. The effects of this measurement are recognised amongst the financial items
of income.

With reference to the impairment model, the Group measures receivables adopting an
expected loss logic.
For trade receivables, the Group takes a simplified approach to measurement, which does
not require the recording of periodic changes to the credit risk, as much as it does the
booking of an expected credit loss (an “ECL”), calculated over the lifetime of the receivable
(the “lifetime ECL”); more specifically, trade receivables are entirely written-down where
there is no reasonable expectation to recover such (e.g. situations of bankruptcy).

The impairment applied in accordance with IFRS 9 is booked to the Consolidated Income
Statement net of any positive effects linked to releases or write-backs and is stated
amongst operating costs.

b) Financial assets measured at fair value through other comprehensive income (“FVOCI”)
This category includes financial assets for which the following requirements are met:
(i) the asset is held under the scope of a business model the aim of which is both to
collect on contractual cash flows and to sell the asset; and
(ii) the contractual terms of the asset envisage cash flows represented purely by payments
of principal and interest on the amount of principal to be repaid.

These assets are initially recognised on the financial statements at fair value, increased
by any accessory costs directly attributed to the transactions that generated them. At
subsequent measuring, the measurement applied at the time of booking is updated and
any changes in fair value are recognised on the statement of comprehensive income.

With reference to the impairment model, please refer to the description detailed in point
a) above.

c) Financial assets measured at fair value through profit and loss (“FVPL”)
This category includes financial assets that are not classified elsewhere in previous
categories (i.e. residual category). They are mainly derivatives.
Consolidated Financial Statements 176 - 177

Assets of this category are booked at fair value initially.


Accessory costs incurred when booking the asset are immediately allocated to the
consolidated income statement.

At subsequent measurement, FVPL financial assets are measured at fair value.


Profit and loss deriving from changes in fair value are booked to the consolidated income
statement during the period in which they are recorded.
Purchases and sales of financial assets are booked on the settlement date.
Financial assets are removed from the financial statements when the related contractual
rights expire or when the Group transfers all risks and benefits of the ownership of the
financial asset.

Inventories
Inventories are measured at the lower of the cost and net realizable value. The cost of
inventories includes all costs required to bring the inventories to their current location
and status. It includes in particular the purchase price and other costs which are directly
attributable to the purchase of goods. Trade discounts, returns and other similar items
are deducted in determining the costs of purchase. The method used to allocate cost is
the weighted average cost method.
The value of the obsolete and slow moving inventories is written down in relation to the
possibility of use or realization, through Inventory bad debt provision.

Cash and cash equivalents


Cash and cash equivalents include cash-on-hand and term and short-term deposits, the
latter with an original maturity of less than three months. For statement of cash flows
purposes, cash and cash equivalents comprise the above less bank overdrafts.

Financial liabilities
Financial liabilities are initially recognized at the fair value of the consideration received
net of directly related transaction costs. After initial recognition, the financial liabilities are
measured using the amortised cost criteria, applying the effective interest rate method.
Discounting using the effective interest method is recognized under financial expense in
profit or loss.

If there is a change in expected cash flows, the value of the liabilities is recalculated to
reflect that change on the basis of the present value of the new expected cash flows and
the internal rate of return determined initially.

Leasing payables are initially booked at the fair value of the instrumental assets contracted
or, if less, at the current value of the minimum payments due.

Employee benefits
Post-employment benefits can be provided in the form of defined contribution plans and/or
defined benefit plans. They are based on the employees’ remuneration and length of service.
Defined contribution plans are post-employment benefit plans based on which the Group
and, sometimes, its employees pay contributions of a specific amount into a distinct
entity (a fund) and the Group does not and will not have a legal or implicit obligation to
pay additional contributions if the fund does not have assets that are sufficient to cover
the obligations to the employees.

Defined benefit plans are post-employment benefit plans other than defined contribution
plans. They may be unfunded, or they may be wholly or partly funded by contributions by
the company, and sometimes its employees, into an entity, or fund, that is legally separate
from the company and from which the employee benefits are paid.

The amount which accrues is projected into the future to estimate the amount payable
upon termination of the employment relationship and subsequently discounted to take
into account the time that has passed prior to the actual payment.

The adjustments to the liabilities regarding employee benefits are determined on the basis
of actuarial assumptions, which are based on demographic and financial assumptions
and recognised on an accrual basis concurrently with the employment services required
in order to obtain the benefit. The amount of the rights accrued during the year by the
employees and the portion of the interests on the accrued amount at the beginning of
the period and the corresponding movements referring to the same period observed
is allocated to the income statement under the item “Personnel expenses” while the
financial expense arising from the actuarial calculation is recognised in the comprehensive
statement of income under the item “Profit (loss) from restatement of defined benefit
plans”.

The actuarial valuation is carried out by an actuary who is not employed by the Group.
Following the amendments made to Italian post-employment benefits (TFR) by Law
no. 296 of 27 December 2006 and subsequent decrees and regulations (the “Pension
reform”) issued in early 2007:
• the benefits vested up to December 31, 2006 are considered to be a defined benefit
plan under IAS 19. Benefits provided to employees in the form of TFR which are
granted upon termination of the employment relationship are recognised in the
vesting period;
• TFR which accrues subsequently to 1 January 2007 is considered to be a defined
contribution plan and therefore the contributions accrued during the period are
recognised as a cost in their entirety and the portion which has not yet been paid is
recognised as a liability under “Other current liabilities”.

Provisions
The allocations to provisions are made when the Group is required to fulfil an actual
obligation (whether legal or implicit) which refers to a past event, when an outlay is
possible for discharge of the obligation and it is possible to reliably estimate the amount
thereof. When the Group believes that allocation to the provision will be partially or fully
refunded, for example in the case of risks covered by insurance policies, the indemnification
is recognised distinctly and separately in assets if, and only if, it is practically certain. In
this case, the cost of the eventual allocation is shown in the income statement net of the
Consolidated Financial Statements 178 - 179

amount recognised for the indemnification. When the effect of the time value of money
is significant, the company discounts the non-current part of the provision.

Onerous contracts provision


A provision for charges of contracts is established when the non-discretionary costs
required to fulfil obligations that have been assumed are higher than the economic
benefits that the Group expects to obtain by virtue of the contract. The unavoidable
costs under a contract reflect the least net cost of terminating the contract, which is the
lower of the cost of performing the obligations under the contract and any damages or
penalties arising from failure to perform the obligations under such contract. Prior to
recognizing the provision, the Group recognises any impairment of the assets associated
with the contract.

Provision for DOS restorations


When a lease agreement includes a clause requiring the restoration of a building, the
company recognises a provision for DOS restorations. The carrying amount of its
obligation includes the estimated restoration costs up until when the building is returned
to the lessor.

Restructuring provision
A provision is established for restructuring when there is a detailed and official programme
for restructuring that has been approved and the restructuring has begun or the main
aspects of which have been publicly disclosed to third parties.

Trade payables
Trade payables are recognized at their nominal amount, net of discounts, returns or
invoicing adjustments, which is equal to the fair value of the company’s obligation. When
a financial transaction takes place based on the terms of payment that have been agreed,
the payables are measured at amortised cost through discounting of the nominal value
receivable, with a discount recognised as a financial expense.

Impairment of non-financial assets


The Group assesses whether there are any indicators of impairment of tangible and
intangible assets. If there is any such indication, the Group tests the asset for impairment.

The standard does not require formal preparation of an estimate of the recoverable amount
except when there is an indication of impairment. The only exceptions are intangible
assets not yet available for use and goodwill acquired in a business combination which
are tested for impairment annually and whenever there is an indication of impairment.
The Group has set the balance sheet closing date as the time for testing of impairment of
all assets for which annual testing is mandatory.

In evaluating whether there is an indication of impairment of an asset, the Group considers:


• an increase in the market interest rates or other investments that could influence the
calculation of the Group’s discount rate, thereby diminishing the recoverable value of
the asset;
• significant changes in the technological environment and market in which the Group
operates;
• the asset’s physical obsolescence is unrelated to the depreciation or amortization
charged in a certain period of time;
• any extraordinary plans introduced during the reporting period that could impact the
assets (e.g., a restructuring plan); and
• interim operating losses.

If the analysis shows that there are potential losses due to impairment, the management
will make a preliminary check relative to the useful life, the amortisation criterion, and the
residual value of the asset and, based on the applicable accounting standard, shall make
any amendments to these parameters; specific analysis relative to the impairment of the
asset will take place at a later time.

As described in IAS 36, the recoverable value of an asset is the higher of the value in use
and the fair value (net of costs to sell) of the asset itself. Furthermore, in the definition
provided in the international accounting standard, the instructions are the same whether
they refer to a single asset or to cash flow generating units.

In order to best understand the guidance of IAS 36, some key definitions are set out
below:

Value in use: this is the present value of the future cash flows expected to be derived from
an asset or cash generating unit. In particular, an asset generates cash flows, which will be
discounted at a pre-tax rate which reflects the market valuations on the current value of
money and the specific risks inherent in the asset. These cash flows are determined based
on the company’s business plan. These plans are constructed on the basis of detailed
budgets and separate calculations for each asset/cash generating unit. The budgets do
not include the effects of extraordinary activities (restructurings, sales and acquisitions)
and cover a maximum period of five years.

Fair value: it represents the price that could be secured for the sale of an asset or
which could be paid for the transfer of a liability in an arm’s length transaction on the
measurement date. To determine the fair value of an asset, the Group uses valuation
models that use listed shares, models with valuation multipliers and other available
indicators as a reference;

Cash-generating unit (CGU): the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from other assets or groups of
assets. A group of assets is the smallest identifiable group able to generate incoming
cash flows;

Book value: the book value is the value of assets net of depreciation, write-downs and
write backs.

It is not always necessary to determine both an asset’s fair value and its value in use. If
either of these amounts exceeds the asset’s carrying amount, it is not necessary to estimate
the other amount. It may not be possible to determine fair value of an asset or a cash-
Consolidated Financial Statements 180 - 181

generating unit because there is no basis for making a reliable estimate of the amount
obtainable from the sale of the asset in an orderly transaction between market operators.
In this case, the company may use the asset’s value in use as its recoverable amount.

Once all the useful values have been identified and determined in terms of evaluating
the asset or the CGU, the book value is compared with the recoverable value and if the
book value is higher than the recoverable value, the Group will write down the asset to
its recoverable value.

On each balance sheet closing date, the Group will furthermore measure, in regard to all
the assets other than goodwill, eventual existence or non-existence of impairment that
has previously been recognised and, should these indications exist, the recoverable value
is estimated. An impairment loss recognized in prior periods can be reversed if, and only
if, there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognized.

The write-back cannot exceed the book value that would have existed, net of depreciation
and amortization, if no impairment loss had been recognised in previous years. This write
back is recognised in the income statement.

Derivative financial instruments and hedge accounting


The Group holds no derivative financial interests for speculative purposes. However, if the
derivative financial instruments do not satisfy all the terms and conditions required for
hedge accounting, the changes in fair value of these instruments are recognised in the
income statement as financial expenses and/or income.

Therefore, the derivative financial instruments are recognised using hedge accounting
rules when:
• the formal designation and documentation of the hedging relation itself exists from
the beginning of the hedge;
• it is presumed that the hedge is highly effective;
• the effectiveness can be reliably measured and the hedge itself is highly effective
during the periods of designation.

The Group uses the derivative financial instruments to cover their exposure to interest
rate and currency risk.

The derivatives are initially measured at fair value; the transaction costs attributable to
them are recognised in the income statement at the time that they are incurred. After
initial recognition, the derivatives are measured at fair value. The relative changes are
recognised as described below.

Cash flow hedges


The changes in the fair value of the derivative hedging instrument designated as a cash
flow hedge are recognised directly in equity to the extent that the hedge is effective.
For the non-effective portion, the changes in fair value are recognised in the income
statement.
Recognition of the hedge, as indicated above, ceases prospectively if the instrument
designated as the hedge:
• no longer satisfies the criteria for recognition as a hedge;
• reaches maturity;
• is sold;
• is ceased or exercised.

The accumulated profit or loss is kept in equity until the expected operation takes place.
When the hedged element is a non-financial asset, the amount recognised in equity is
transferred to the book value of the asset at the time that it is recognised. In other cases,
the amount recognised in equity is transferred to the income statement in the same year
in which the hedged element has an effect on the income statement.

Share-based payment
Key executives and certain managers of the Group may receive a portion of their
remuneration in the form of share based payments. Under IFRS 2, they qualify as
equity-settled share-based payment transactions. The right to payment accrues over
the vesting period during which the managers perform their duties as employees and
reach performance targets. Therefore, during the vesting period, the fair value of the
share-based payment at the grant date is recognized as a cost in profit or loss with a
balancing entry in the relevant equity reserve. Changes in the current value after the
grant date do not have an effect on the initial valuation. In particular, the cost, which
corresponds to the current value of the options on the assignment date, is recognised
among personnel costs on a straight line basis throughout the period from the date
of the assignment and the date of maturity, with an offsetting entry recognised in
shareholders’ equity.

Derecognition of financial assets and liabilities


The company derecognises a financial asset (or, where applicable, part of a similar
financial asset) when:
• the rights to receive cash flows from the asset have expired;
• the Group reserves the right to receive cash flows from the asset, but has assumed the
contractual obligation to pay them in full and without delay to a third party.

The company removes a financial liability from its statement of financial position when
the obligation specified in the contract is discharged or cancelled or expires.

Revenue
Revenue from contracts with customers is booked in accordance with standard IFRS 15.
On the basis of the five-phase model introduced by IFRS 15, the Group books revenues
after having identified contracts with its customers and the related provisions to be
made (transfer of goods and/or services), determined the price to which it believes
it is entitled in exchange for the completion of each provision, as well as assessed
the method by which said provisions can be made (fulfilment at a given time versus
fulfilment over time).
Consolidated Financial Statements 182 - 183

Revenues are booked when the performance obligations are met through the transfer
of goods or services promised to the customer, when the Group is likely to receive the
economic benefits arising from them and the relative amount may be determined reliably,
regardless of the collection. The price of the transaction, which represents the amount
of the price that the entity expects to receive in exchange for the supply of goods or
services to customers, is allocated on the basis of the stand-alone selling prices of the
related performance obligations.
Revenues are measured not including discounts, reductions, bonuses or other taxes on
sales.
The following specific revenue identification criteria must be met in order to recognise
revenue:

Sale of goods
The revenue is recognised when control of the asset is transferred to the customer and the
company has transferred to the buyer all the significant risks and benefits connected to
ownership of the asset, generally at the time that the consumer purchases the product at
the point of sale, the delivery of the good to a residence in the event of home delivery, or
when the ownership is transferred in the Indirect and B2B channel. Moreover, bill and hold
sales, in which delivery is delayed at the buyer’s request, are also recognized as revenue
when the buyer takes title and accepts billing. The revenue is recognised when the asset
is available, has been identified and is ready to be delivered and furthermore deferral of
the delivery has been requested by the purchaser. In the same way, the revenue from
the sale is recorded when the good is purchased by the consumer, even if installation is
required; indeed, the revenue is recognised immediately upon acceptance of delivery by
the purchaser when the installation procedure is very simple (for example installation of
a device that requires only unpacking, and connection to an electrical outlet).
The Group has a customer loyalty program which is based on points, the Unieuro Club,
with which customers can accumulate loyalty points when they acquire products in points
of sale bearing the Unieuro Brand. When they reach a specified minimum number of
points, these can be used as a discount on the purchase of another product. The duration
of the programme coincides with the fiscal year. The Group records an adjustment to
the estimated revenues based on the points accrued which had not yet been spent, the
value of the discount to be paid as provided by the loyalty program and the historical
information regarding the percentage of loyalty point usage by customers.

Right of return
In order to book the transfer of products with right of return, the Group notes the
following:
a) adjustment of sales revenues by the amount of the price of the product for which
return is envisaged;
b) records a liability for future reimbursements;
c) records an asset (and the corresponding adjustment of the cost of the sales) for the
right to recover products from the customer upon extinguishing of the liability for
future reimbursements.

Rendering of services
Revenues and costs deriving from the provisions of services (revenues realised over time)
are recorded according to the measurement of progress made by the entity towards the
complete fulfilment of the obligation over time. More specifically, the transfer over time is
measured on the basis of the input method, i.e. considering the efforts or input used by
the Group to fulfil the individual performance obligation.

For the sale of guarantee extension services over and above the guarantee provided
by the manufacturer pursuant to the law, the Group recognises the revenue throughout
the duration that the services are provided, based on the estimated interventions for
repairs under guarantee. These are estimated using historical information on the nature,
frequency and cost of the work provided under warranty spread out over time to simulate
the future occurrence of these events.

The Group incurs costs for the acquisition of the contract spanning several years.

These costs, typically represented by the premiums recognised to employees for each
additional sale made and which will be recovered by means of revenues deriving from
the contract, were capitalised as contract costs and amortised on the basis of the
measurement of the entity’s progress in transferring the goods and services transferred
to the customer over time.

Commissions
The payments received on the sale of specific goods and services such as for example
consumer loans, are calculated as a percentage of the value of the service that is carried
out or, sometimes on the basis of a fixed consideration and they correspond with the
amount of the commission received by the Group.

Revenues from operating leases as lessor


Revenue from operating leases is recognized on a systematic basis over the lease term
and is classified under “Other income”, given its operating nature.

Costs
The costs and other operating expenses are recognised in the income statement when
they are incurred on the basis of the accruals principle and the correlation of revenues,
when they do not produce future economic benefits or when the latter do not have to be
recognised as assets.

The cost to acquire goods is recognized when the company assumes all the risks and
rewards of ownership of the good, measured at fair value of the consideration due net of
any returns, rebates, trade discounts and premiums.

Agreements with suppliers involve recognising premiums and contributions. These


premiums and contributions are recognised either as a percentage of the quantities
purchased, or as a fixed figure on the quantities purchased or sold, or as a defined
contribution. For commercial agreements with a maturity date that is later than the end
of the financial year an estimate is made based on the amount of purchase or sale and
on valuations that take into account historical data regarding the effective recognition of
premiums and contributions by suppliers.
Consolidated Financial Statements 184 - 185

The costs for services are recognised on the basis of the progress of the services at the
closing date of the year.

The costs arising from operating leases are recognised on a straight line basis throughout
the duration of the reference contracts. Additional costs which depend on and are
determined by the revenues achieved in a specific point of sale, are recognised on an
accruals basis during the contractual period.

Interest income and expense


Interest income and expenses are recognised in the net result for the year on an accruals
basis using the effective interest rate method. The effective interest rate is the rate that
exactly discounts estimated future cash payments or receipts through the expected life
of the financial instrument or, when appropriate, a shorter period to the net carrying
amount of the financial asset or financial liability.

Taxes
Current taxes
Income taxes are determined using a realistic estimate of the tax expense to be paid on
an accruals basis and considering the ruling tax legislation. The tax rates and tax laws
applied to calculate the income taxes are those enacted or substantially enacted by the
end of the reporting period. Current taxes on off-income statement items are recognized
directly in the statement of comprehensive income, and hence, in equity, consistently
with the item to which they refer.

It is hereby specified that beginning from 28 February 2019, Unieuro S.p.A. had exercised
an option for the Domestic Tax Consolidation regime, in the capacity of “Consolidating
Company” (pursuant to article 117 of Presidential Decree 917 of 22/12/1986) together
with the “Consolidated Company” which is Monclick S.r.l. The option makes it possible
to determine IRES (corporate income tax) due on a tax base which corresponds to the
algebraic sum of the taxable revenue and tax losses of the individual companies that
are included in the Consolidation. The economic relations, responsibilities and reciprocal
obligations between the “Consolidating Company” and the “Consolidated Company”
have been set out in detail in a specific contract that establishes the operating procedures
for management of the tax positions between the various companies that belong to the
Domestic Tax Consolidation.

Deferred taxes liabilities


Deferred taxes are calculated using the liability method applied to temporary
differences arising at the reporting date between the tax base of assets and liabilities
and their carrying amounts. The deferred tax liabilities are recognised against all taxable
temporary differences, except when the deferred taxes arise from initial recognition
of goodwill of an asset or liability in a transaction that is not a business combination
and that, at the time of the transaction, has no effect either on the profit for the year
calculated for the balance sheet statement purposes or the profit or the loss calculated
for tax purposes.
The deferred tax assets are recognised against all the deductible temporary differences
and for tax losses brought forward, to the extent that the existence of adequate future
taxable profits sufficient for usage of the deductible temporary differences and tax losses
brought forward is probable. The company remeasures deferred tax assets at the end of
every reporting period and decreases them to reflect the amount that will no longer be
recovered through sufficient taxable profits available in the future. The deferred tax assets
which are not recognised are re-examined periodically on the balance sheet closing date
and they are recognised to the extent that it has become probable that there will be
taxable profit that can absorb these deferred taxes.

Deferred taxes are measured at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates that have been
enacted or substantially enacted by the end of the reporting period. The estimate has
considered the provisions of law 208 of 28 December 2015 the “2016 Stability Law 2016”
were taken into account. It required the Company to reduce the IRES rate from 27.5% to
24% with effect for tax periods after 28 February 2017.

Deferred tax assets and liabilities are offset if they relate to income taxes levied by the
same taxation authority and the company has a legally enforceable right to set off current
tax assets against current tax liabilities.

Effects of the changes in foreign currencies


The financial statements are presented in Euro, which is the Group’s functional and
presentation currency. The transactions in a foreign currency are recognised initially at
the exchange rate (which refers to the functional currency) existing as at that transaction
date. Cash assets and liabilities denominated in foreign currency are retranslated into
the functional currency at the exchange rate in effect at the reporting date. All foreign
exchange differences are recognised in the income statement. Non-monetary items
in foreign currency carried at historical cost are converted using the transaction-date
exchange rates. Non-monetary items recognized at fair value in foreign currency are
converted using the exchange rate ruling on the date fair value was measured.

Earnings per share


Earnings per share - basic
The basic earnings per share are calculated by dividing the profit of the Group by the
number of Unieuro S.p.A. shares on the date the financial statements are approved.

Earnings per share - diluted


The diluted earnings per share are calculated by dividing the profit of the Group by the
number of Unieuro S.p.A. shares on the date the financial statements are approved. To
this end, the shares are adjusted for the effects of all dilutive potential ordinary shares.

Segment Reporting
IFRS 8 defines an operating segment as a component of an entity that: i) engages
in business activities from which it may earn revenues and incur expenses (including
revenues and expenses relating to transactions with other components of the same
Consolidated Financial Statements 186 - 187

entity); ii) whose operating results are regularly reviewed by the entity’s chief operating
decision maker to make decisions about resources to be allocated to the segment and
assess its performance; and iii) for which discrete financial information is available.

Segment reporting has been prepared to comply with IFRS 8 - Operating segments,
which requires the presentation of information in line with the methods adopted by the
chief operating decision maker. Therefore, identification of the operating segments and
the information presented are defined on the basis of internal reports used by the Group
for allocation of resources and for analysis of the relative performances.

2.8 New accounting standards


Accounting standards, amendments and interpretations IFRS and IFRIC endorsed
by the European Union which are not yet mandatorily applicable and had not been
adopted early by the Group as at 28 February 2019
Below are the new accounting standards or amendments to standards applicable for the
years beginning after 1 January 2019, for which early application is allowed. The Group
has decided not to adopt them early for preparation of these financial statements:

• IFRS 16 – Leases On 13 January 2016, the IASB issued “IFRS 16 – Leases”. The Group,
which will need to adopt IFRS 16 Leasing starting 01 March 2019, has estimated the
effects, as reported below, deriving from the first time adoption of this standard on the
consolidated financial statements. Please note that the final effects of the adoption of
said standard as at 01 March 2019 may differ insofar as new measurement criteria may
be changed from now until the presentation of the Group’s first consolidated financial
statements for the year including the date of first application.
With the publication of the new accounting standards IFRS 16 “Leases”, the IASB
replaces the accounting rules envisaged by IAS 17 and the interpretations IFRIC 4
“Determining whether an Arrangement contains a Lease”, SIC-15 “Operating Leases—
Incentives” and SIC-27 Evaluating the Substance of Transactions Involving the Legal
Form of a Lease”.
IFRS 16 introduces a single model for booking leasing on the financial statements
of lessees, whereby the lessee records an asset that represents a right to use the
underlying asset and a liability that reflects the obligation to make payment of lease
charges. The transition to IFRS 16 has introduced some elements of professional
judgement that entail the definition of certain accounting policies and the use of
assumptions and estimates in connection with the lease term and the definition of the
incremental borrowing rate.
Exemptions are envisaged to the application of IFRS 16 for short-term leases and
assets of modest value.
The Group will reassess the classification of sub-leasing in which it is the lessor; on the
basis of the information currently available, the Group expects to reclassify a sub-lease
as a financial lease.
The Group’s contracts coming under the scope of application of the standard mainly
refer to the rental of stores, central offices, warehouses and vehicles.
The nature of the costs relating to said leases will change insofar as the Group will
be amortising the assets for the right of use and financial expenses on the leasing
liabilities. Previously, the Group booked the costs for operating leases on a straight
line basis throughout the duration of the lease and noted the assets and liabilities only
where there were temporary differences between when the lease charges were paid
and the costs recorded. Additionally, the Group will cease recording provisions for
operating leases considered as expenses, including the payment for the lease amongst
leasing liabilities.
No significant impact is expected for the Group’s financial leases.

The Group intends to apply IFRS 16 from the date of first application (i.e. 01 March
2019), using the modified retroactive method and, therefore, without recalculating the
comparative information.
The impacts as at 01 March 2019 show an increase in financial liabilities for an amount
of approximately Euro 440 million, equal to the current value of the future charges
expected by the lease term.

The adoption of IFRS 16 will not affect its capacity to respect the covenant envisaged
in the loan contract described under not 5.11 Financial liabilities.
• On 12 December 2017, the IASB published Annual Improvements to IFRSs 2015 -2017
Cycle, which include amendments to IAS 12 - Income Taxes, IAS 23 - Borrowing Costs,
IFRS 3 - Business Combinations and IFRS 11 - Joint Arrangements. The amendments
will come into force on 1 January 2019. Early application is permitted.
• On 7 February 2018, the IASB published the amendments to IAS 19 - “Plan Amendment,
Curtailment or Settlement” which clarify how pension expenses are calculated when
there is a change in the defined benefits plan. The amendments will come into force
on 1 January 2019.
• On 12 October 2017 the IASB issued amendments to IAS 28 - Long-term Interests
in Associates and Joint Ventures. The amendments are designed to clarify to which
long-terms receivables from an associated company or joint venture which, in
essence, are part of the net investment of the associated company or joint venture
IFRS 9 applies.
• IFRIC 23 - On 7 June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax
Treatments that provides accounting guidance on how to reflect any income tax
uncertainties regarding the taxation of a given phenomenon. IFRIC 23 will enter into
force on 1 January 2019.
• On 12 October 2017, the IASB issued amendments to IFRS 9 - Prepayment
Features with Negative Compensation. The amendments are aimed at allowing
the measurement at amortised cost or fair value through other comprehensive
income (OCI) of financial assets featuring an early termination option with negative
compensation. The provisions of IFRS 9 are effective from the years beginning on or
after 1 January 2019.

Based on the facts and cases to which the new documents apply, and acknowledging
the current accounting standards adopted by the Group, it is believed that there will be
significant effects from the first-time application of these documents insofar as IFRS 16,
which will enter into effect starting 01 March 2019. With reference to the new standards,
based on some calculations, it is reasonable to assume that the effects for the Group
arising from first time application of these new standards will not be significant.
The accounting standards, amendments and IFRS interpretations which have not yet
been endorsed by the European Union
Consolidated Financial Statements 188 - 189

• On 29 March 2018, the IASB published the amendments to the “References to the
Conceptual Framework in IFRS Standards”. The amendments go into effect on 1
January 2020.
• On 22 October 2018, the IASB published changes to IFRS 3 - Business Combinations.
The amendment aims to help determine if a transaction is an acquisition of a business
or group of businesses that does not meet the definition of business given in IFRS 3.
The changes will apply to acquisitions made after 1 January 2020.
• On 31 October 2018, the IASB published changes to IAS 1 and IFRS 8 - Definition
of Material. The amendment aims to clarify the definition of “material” so as to help
companies decide whether or not information needs to be included on the financial
statements. The changes will apply as from 1 January 2020.
• On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the
profitability and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued in
2004 as interim Standard. It will come into effect starting 1 January 2021.

3. Information on financial risks

With respect to business risks, the main risks identified, monitored and, as specified
below, actively managed by the Group are as follows:
• credit risk (both in relation to normal trading transactions with customers as well as
financing activities);
• liquidity risk (with respect to the availability of financial resources and access to the
credit market and financial instruments in general);
• market risk (including currency and interest rate risks).

The objective is to maintain over time balanced management of the financial exposure
so as to ensure a liability structure that is coherent in terms of the composition of the
asset structure and able to ensure the necessary operating flexibility through the usage
of liquidity generated from current operations and usage of bank lending.
The main financing instruments used are:
• medium-long term loans, to cover investments in fixed assets;
• short-term loans, current account credit lines to finance working capital.

Furthermore, hedges have been established to cover the risk of interest rate fluctuation,
that have influenced the cost of financial indebtedness in the medium - long-term and
consequently also the economic results. The following section provides qualitative and
quantitative information regarding the incidence of these risks.

3.1 Credit Risk


Credit risk is the possibility that an unexpected change in the credit rating of a counterparty
will expose the Group to the risk of default, subjecting it to potential lawsuits. By way of
introduction, we note that the credit risk which the Group is subject to is minimal since its
sales are mainly to the end consumers who pay the consideration upon purchasing the
product. Sales to affiliates (Indirect channel71) and wholesale customers (B2B channel),
which represent a total of approximately 16.5% of the Group’s revenues as at 28 February
2019, require the Group to use strategies and instruments to reduce this risk. The
Group has credit control processes which include obtaining bank guarantees to cover a
significant amount of the existing turnover with customers, customer reliability analysis,
the allocation of credit, and the control of the exposure by reporting with the breakdown
of the deadlines and average collection times. There are no significant concentrations
of risk. The other receivables are mainly receivables from the tax authorities and public
administrations, lease instalments paid early and advances paid for services which
therefore carry a limited credit risk.

The financial assets are recognised net of write-downs calculated based on counterparty
default risk. This is determined according to procedures that can involve both write-
downs of individual positions, if they are individually significant, and for which there is
an objective condition of total or partial non-collectability, or on collective write-downs
based on historical and statistical data. Furthermore, the book value of its financial assets
represents the Group’s maximum exposure to credit risk.

3.2 Liquidity Risk


Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual
obligations consist of discharging financial liabilities within the deadlines that have been
set. Liquidity risk management is the management of incoming funds, guaranteeing a
balance between cash inflows and outflows and thereby minimizing the cost of financial
management. This translates into procuring financial resources sufficient to maintain the
company’s financial structure streamlined, reducing that cost to the minimum level (in
terms of financial expenses). Liquidity risk is limited by:
• cash flows from operations: optimal management of incoming cash flows from normal
operations as compared to cash outflows;
• usage of short-term loans (hot money);
• usage of committed credit lines: these are credit lines that pools of banks commit to
having available for the Group until maturity;
• usage of non-committed financial assets only for funding purposes;
• usage of medium/long-term loans able to maintain the Company’s ordinary and
other operations; the usage of this type of resource requires constant monitoring of
expirations of financial debts as well as contingent market terms and conditions.

The liquidity risk consists of the possible difficulty of obtaining financial resources at an
acceptable cost in order to conduct normal operating activities. The factors that influence
liquidity risk refer both to resources that are generated or absorbed by current operations
as well as to those that are generated or absorbed by investments and financing, the
latter referring to repayment schedules or accessing short and long-term financial loans
and the availability of funds in the financial market.

71
The Indirect channel, which was previously referred to as the Wholesale channel, includes turnover made
with respect to the network of affiliated stores and revenues produced in the large-scale retail chain,
through partnerships with major industry operators.
Consolidated Financial Statements 190 - 191

The financial structure in its entirety is constantly monitored by the Group to ensure
coverage of its liquidity needs. Below is the Group’s financial structure by deadline for the
years and at 28 February 2019 and 28 February 2018:

(Amounts in Balance as at 28 Between 12M


thousands of Euros) February 2019 Within 12M and 60M Over 60M Total

Financial liabilities 43,567 12,455 31,112 - 43,567


Other financial
liabilities 20,454 7,683 12,771 - 20,454

Total 64,021 20,138 43,883 - 64,021

(In thousands of Balance as at 28 Between 12M


Euros) February 2018 Within 12M and 60M Over 60M Total

Financial liabilities 47,479 6,961 40,518 - 47,479


Other financial
liabilities 18,451 6,256 12,195 - 18,451

Total 65,930 13,217 52,713 - 65,930

3.3 Market Risk


3.3.1 Interest rate risk
The Group uses external financial resources in the form of debt and available liquidity
from bank deposits. Changes in the market interest rate levels influence the cost and
return of various forms of financing and usage, thereby affecting the level of the Group’s
financial income and expenses.

To address these risks, the Company has stipulated with a pool of banks derivative
contracts consisting of Interest Rate Swaps (IRS) in order to mitigate the potential effect
of changes in the interest rates on the economic result, with economically acceptable
terms and conditions.
The interest rate swaps in existence as at 28 February 2019 were stipulated following the
conclusion of a loan contract with a pool of banks, led by Banca IMI S.p.A. On 12 February
2018, following the closing which took place on 9 January 2018, the date on which the
loan agreement known as the Senior Facilities Agreement (the “Loan Agreement”) was
entered into, new interest rate swaps associated with the term loan currently provided by
the syndicate were signed.

(Amounts in thousands of Euros) Nominal value as at Fair value as at


Stipulated Expires
Derivative contracts on on 28/02/2019 28/02/2018 28/02/2019 28/02/2018

Interest Rate Swap (IRS) 12-feb-18 09-gen-23 42,500 50,000 413 251

The interest rate swaps, which satisfy the requirements of IFRS 9, are recognised using
the hedge accounting method. The amount recognised in equity under the cash flow
hedge reserve is equal to Euro 314 thousand (negative) as at 28 February 2019 and Euro
191 thousand (negative) as at 28 February 2018.
Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that
indicates the effects on the income statement and on shareholders’ equity arising from
a hypothetical change in market rates which discount appreciation or depreciation equal
to 50 BPS compared to the forward rate curves as at 28 February 2019.

Effect of changes on financial expenses - income statement


To address the risk of changes in interest rates, the Group has stipulated with a pool of
banks derivative contracts consisting of interest rate swaps in order to mitigate, under
economically acceptable terms and conditions, the potential effect of changes in the
interest rates on the economic result. A change in the interest rates, from a hypothetical
change in market rates which respectively discount appreciation and depreciation of 50
BPs, would have resulted in an effect on financial expenses for 2019 as follows below.

(Amounts in thousands of Euros) - 50 bps + 50 bps

At 28 February 2019 32 (201)

Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower
profit and a decrease in equity.

We note that the sensitivity analysis arising from a hypothetical change in the market
rates which respectively discount appreciation and depreciation equal to 50 BPS, takes
into account the hedges established by the Group.

We note that for the purposes of this analysis, no hypothesis has been made relative to
the effect of the amortized cost.

Effect of a change in the cash flow hedge- shareholders’ equity reserve


The impact on the fair value of IRS derivatives arising from a hypothetical change in
interest rates is summarized in the table below.

(Amounts in thousands of Euros) - 50 bps + 50 bps

Sensitivity analysis as at 28 February 2018 (492) 497

3.3.2 Currency Risk


The company is exposed to currency risk, which is the risk connected to fluctuations in
the exchange rate of two currencies, mainly due to importation of merchandise. This risk
is considered irrelevant for the Group since the volume of the transactions in a foreign
currency is not significant; in any case the Group covers the estimated exposure to
currency rate fluctuations related to the main transactions anticipated in the short term
concerning merchandise imports which require payment to suppliers in United States
dollars, using forward contracts for United States dollars. At 28 February 2019, there are
no forward instruments. The effects of these derivative financial instruments used for
hedging purposes were recognised in the income statement, as they do not comply with
all the requirements set forth in IAS 39 for hedge accounting.
Consolidated Financial Statements 192 - 193

3.4 Fair value estimates


The fair value of the financial instruments listed on an active market is based on market prices
as at the balance sheet date. The fair value of the instruments which are not listed on an active
market is determined by using valuation techniques which are based on a series of methods
and assumptions which are connected to market conditions as at the balance sheet date.

The classification of the fair value of financial instruments based on the following
hierarchical levels is set out below:
• Level 1: fair value determined based on listed prices (not adjusted) on active markets
for identical financial instruments;
• Level 2: fair value determined using valuation techniques that refer to variables that
are observable on active markets;
• Level 3: fair value determined using valuation techniques that refer to variables that
are not observable on active markets.

Financial instruments measured at fair value are classified at level 2 and the general
criterion used to calculate them is the current value of future cash flows provided for the
instrument constituting the object of the measurement.

The liabilities relative to the bank indebtedness are measured using the amortised cost
criterion. Trade payables and receivables are measured at their book value, net of any
provision for bad debts, as this is considered to be close to the current value.

The following table shows a breakdown of financial assets and liabilities by category at
28 February 2019 and 28 February 2018:

(Amounts in thousands of Euros) Period ended 28 February 2019


Fair value
Loans and of hedging Other
receivables instruments liabilities Total
Financial assets not designated
at fair value

Cash and cash equivalents 84,488 - - 84,488

Trade receivables 41,288 - - 41,288

Other assets 22,266 - - 22,266

Financial assets designated at fair value

Other assets 0 0
Financial liabilities not designated
at fair value

Financial liabilities - - 43,567 43,567

Trade payables - - 468,458 468,458

Other liabilities - - 190,568 190,568

Other financial liabilities - - 20,041 20,041

Financial liabilities designated at fair value

Other financial liabilities - 413 - 413


(Amounts in thousands of Euros) Year ended 28 February 2018
Loans and Fair value of hedging Other
receivables instruments liabilities Total
Financial assets not designated at fair value
Cash and cash equivalents 61,414 - - 61,414
Trade receivables 39,572 - - 39,572
Other assets 18,472 - - 18,472
Financial assets designated at fair value
Other assets 56 56
Financial liabilities not designated at fair value
Financial liabilities - - 47,479 47,479
Trade payables - - 411,450 411,450
Other liabilities - - 164,060 164,060
Other financial liabilities - - 18,128 18,128
Financial liabilities designated at fair value
Other financial liabilities - 323 - 323

4. Information on operating segments

The Group has identified just one operating segment, which is the entire company and
covers all the services and products provided to customers. The Group’s view of itself as
a single omnichannel business means that the company has identified a single Strategic
Business Unit (“SBU”). Management has also identified three Cash Generating Units
(CGUs) inside the SBU to which goodwill has been allocated. This approach is supported
by the control model of the management’s operations that considers the entire business,
regardless of the product lines or geographical location, which management does not
consider significant in decision-making. The operating segment’s results are measured by
analysing trends of revenue and gross operating profit or loss.

The operating segment’s results are measured by analysing trends of revenue and gross
operating profit or loss.

(in thousands of Euros and as a percentage of revenues) Year ended

28 February 2019 28 February 201872


Revenue 2,104,519 1,873,792
GROSS OPERATING PROFIT 57,202 41,013
% of revenues 2.7% 2.2%
Depreciation, amortisation and write-downs (27,568) (21,728)
OPERATING PROFIT 29,634 19,285
Financial income 1,588 303
Financial expenses (4,252) (7,933)
PROFIT BEFORE TAX 26,970 11,655
Income taxes 1,925 (697)
CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR 28,895 10,958
Consolidated Financial Statements 194 - 195

The impact of the gross Profit/(loss) on Revenues increases from 2.7% for the year ended
28 February 2019 to 2.2% for the year ended 28 February 2018.
The table below contains a breakdown of revenue by product category and service offered:

(in thousands of Euros and as a


percentage of revenues) Year ended

28 February 2019 % 28 February 201873 %

Grey 992,867 47.2% 883,984 47.2%

White 548,547 26.1% 493,337 26.3%

Brown 367,920 17.5% 325,980 17.4%

Services 84,545 4.0% 66,757 3.6%

Other products 110,640 5.3% 103,734 5.5%

Total revenues by category 2,104,519 100.0% 1,873,792 100.0%

The table below contains a breakdown of the revenues per geographical area:

(Amounts in thousands of Euros) Period ended

28 February 2019 28 February 201872

Abroad 4,682 9,058

Italy 2,099,837 1,864,734

Total 2,104,519 1,873,792

The revenues are attributed based on the invoicing in Italy/abroad.


The Group does not have non-current assets in countries where it does not have offices.

72
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e.
1 March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations.
73
The segmentation of sales by product category takes place on the basis of the classification adopted by the
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
5. Notes to the individual items of the consolidated
financial statements

5.1 Plant, machinery, equipment and other assets


Below is the balance of the item “Plant, machinery, equipment and other assets” by
category as at 28 February 2019 and 28 February 2018

(Amounts in
thousands of Euros) Amounts as at 28 February 2019 Amounts as at 28 February 2018
Accumulated Accumulated
Amortisation Amortisation
Historical and Net book Historical and Net book
cost Depreciation value cost Depreciation value

Plant and machinery 136,242 (96,699) 39,543 122,136 (88,904) 33,232

Equipment 22,502 (15,122) 7,380 18,445 (14,269) 4,176

Other assets 175,295 (139,126) 36,169 164,802 (129,611) 35,191


Tangible assets under
construction 1,851 - 1,851 2,232 - 2,232
Total plant, machinery,
equipment and other
assets 335,889 (250,947) 84,942 307,615 (232,784) 74,831

The change in the item “Plant, machinery, equipment and other assets” for the period
from 28 February 2018 to 28 February 2019 is shown below:

Tangible
assets under
construction and
(Amounts in Plant and Other payments on
thousands of Euros) machinery Equipment assets account Total

Balance as at 28 February 2017 25,777 3,463 26,670 4,912 60,822

First Monclick consolidation 2 - 136 - 138

Increases 13,905 1,365 15,858 1,774 32,902

Business unit acquisitions 685 -- 1,242 -- 1,927

Decreases - (5) (10) (4,454) (4,469)


Amortisation, depreciation
and write downs/(write backs) (7,137) (651) (8,715) - (16,503)
Decreases in Amortisation,
Depreciation Provision - 4 10 - 14

Balance as at 28 February 2018 33,232 4,176 35,191 2,232 74,831

Increases 14,732 4,103 11,334 1,836 32,005

Business unit acquisitions 221 4 122 -- 347

Decreases (847) (50) (964) (1,633) (3,494)


Amortisation, depreciation
and write downs/(write backs) (8,642) (903) (10,307) (584) (20,435)
Decreases in Amortisation,
Depreciation Provision 847 50 791 - 1,688

Balance as at 28 February 2019 39,543 7,380 36,169 1,851 84,942


Consolidated Financial Statements 196 - 197

In the year ended 28 February 2019, the Company made net investments net of Euro
30,547 thousand.

In particular, net investments were mainly: (i) interventions for restructuring of selected
points of sale costing Euro 2,371 thousand through the restyling of the layouts and
reduction or expansion of the sales surface area; (ii) investments for the opening of new
points of sale in new consumer areas considered to be strategic or in areas which were not
sufficiently covered by the current portfolio of stores and refurbishing of the sales outlets
acquired from the Ex DPS Group S.r.l. and Ex Galimberti S.p.A. business units for Euro
7,526 thousand; (iii) investments in relocating existing points of sale in consumer areas
considered to be more strategic costing Euro 2,263 thousand; (iv) minor maintenance
interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing Euro 3,784 thousand; (v) investments in creating facilities dedicated to
the display of specific products inside sales outlets and other investments regarding
the purchase of RT servers and PCs in order to comply with the new regulations on
privacy (GDPR) for a total of Euro 1,875 thousand; (vi) investments connected with the
development of a new logistics hub in Piacenza for 5,628 thousand.

The new financial lease contracts come to Euro 6,753 thousand, of which (i) Euro 131
thousand for electronic machinery; (ii) Euro 1,963 thousand for furnishing; (iii) Euro
4,496 mainly relating to lifting equipment, surveillance/anti break-in systems and data
transmission network for the new Piacenza warehouse; and (iv) Euro 163 thousand relative
to electrical systems for existing sales outlets undergoing restructuring/relocation.

Note that the acquisition of the 7 sales outlets belonging to DPS Group S.r.l. and the 5
sales outlets belonging to the Galimberti S.p.A. business unit were configured as business
combinations and therefore came under the scope of IFRS 3. As required by the standard,
the tangible assets were recorded at their fair value on the acquisition date, which meets
the requirements under IAS 16.
The Company relied on internal techniques for the assessment of this fair value through
which the value of the assets acquired was estimated at Euro 347 thousand. The
amortisation and depreciation was calculated based on the depreciation rates adopted
for the respective category.
The values and useful life are reflected in the financial statements from the date Unieuro
acquired control. For further details, see note 5.28 “Business unit combinations”
The item “Amortization and write-downs (write backs)” of Euro 19,851 thousand includes
Euro 18,083 thousand in depreciation and Euro 1,768 thousand of write-downs and write
backs. Impairment mainly relates to stores for which rental expense contracts have been
identified.

With reference to the financial year ended 28 February 2018, the Group made investments,
including the effects of the first Monclick consolidation and net of decreases of the
category “Assets under construction”, amounting to €30,513 thousand.

In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing Euro 5,784 thousand through the restyling of the layouts and
reduction or expansion of the sales surface area; (ii) investments for the opening and
acquisition of new points of sale in new consumer areas considered to be strategic or in
areas which were not sufficiently covered by the current portfolio of stores and refurbishing
of the sales outlets from the Andreoli S.p.A. and Cerioni S.p.A. business units costing
Euro 13,487 thousand; (iii) investments in relocating existing points of sale in consumer
areas considered to be more strategic costing Euro 812 thousand; (iv) minor maintenance
interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing Euro 6,943 thousand; (v) investments in a new data centre and other
tangible infrastructures costing Euro 1,422 thousand (vi) a contribution resulting from
the acquisition of 21 sales outlets belonging to the Andreoli S.p.A. business unit and the
acquisition of 19 sales outlets belonging to the Cerioni S.p.A. business unit costing Euro
1,927 thousand and (vii) a contribution resulting from the first Monclick consolidation
amounting to Euro 138 thousand.

The new financial leases are equal to Euro 2,655 thousand and of these Euro 198 thousand
referred to electronic machines and Euro 2,457 thousand to furniture and furnishings.

Note that Monclick’s acquisition of the 21 sales outlets belonging to the Andreoli S.p.A.
business unit and the 19 sales outlets belonging to the Cerioni S.p.A. business unit were
configured as business combinations and came under the scope of IFRS 3. As required
by the standard, the tangible assets were recorded at their fair value on the acquisition
date, which meets the requirements under IAS 16.
To assess this fair value, the Company appointed internal technicians who, with reference
to the business units Andreoli S.p.A. and Cerioni S.p.A., estimated the value of acquired
asset at Euro 1,927 thousand, whilst the fair value of the assets resulting from the
first consolidated of Monclick amounts to Euro 138 thousand. The amortisation and
depreciation was calculated based on the depreciation rates adopted for the respective
category.
The values and useful life were reflected in the consolidated financial statements from the
date of the acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales
outlets, 1 June 2017 for Monclick and from 31 October 2017 for the progressive acquisition
of the 19 Cerioni sales outlets.
The item “Amortization and write-downs (write backs)” of Euro 16,503 thousand includes
Euro 15,498 thousand in depreciation and Euro 983 thousand of write-downs and write
backs. The write-downs mainly refer to stores for which onerous leases were identified
while the write backs refer to stores with a significant improvement in their economic
results, so that the lease was no longer considered onerous, and therefore previously
written down assets were written back.

The item “Plant, machinery, equipment and other assets” includes assets held under
financial leases consisting mainly of furnishings, energy saving lighting installations, air
conditioning installations, servers, computers and printers. These assets are guaranteed
by the lessor until the residual amount due is fully paid. For further details on the amount
of the debts to the leasing company, see note 5.13 “Other financial liabilities.”
Consolidated Financial Statements 198 - 199

5.2 Goodwill
The breakdown of the item “Goodwill” as at 28 February 2019 and as at 28 February 2018
is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Goodwill 177,965 174,843

Total Goodwill 177,965 174,843

The change in the “Goodwill” item for the period from 28 February 2017 to 28 February
2019 is shown below:

(Amounts in thousands of Euros) Goodwill

Balance as at 28 February 2017 151,396

First Monclick consolidation 7,199

Acquisitions 16,153

Increases -

Write-downs -

Balance as at 28 February 2018 174,748

Business unit acquisitions 95

Balance as at 28 February 2018 recalculated 174,843

Acquisitions 3,122

Increases -

Write-downs -

Balance as at 28 February 2019 177,965

The value of goodwill at 28 February 2019, equalling Euro 177,965 thousand, increased
over the year ended 28 February 2018 by Euro 3,122 thousand. The increase refers (i) to
the acquisition of the DPS business unit for Euro 1,240 thousand and (ii) to the acquisition
of the Galimberti business unit for Euro 1,882 thousand. Note that as required by IFRS 3,
Unieuro has reviewed the provisional allocation of the cost of the business combination
of the business unit Cerioni in order to reflect new information about the circumstances
at the acquisition date, which led to an increase in goodwill as at 28 February 2018 of
Euro 95 thousand.

It should be noted that, at the time of acquisition of the DPS business unit and Galimberti
business unit, Unieuro availed itself of the right provided under IFRS 3 to carry out a
provisional allocation of the cost of business combinations at fair value of the acquired
assets, liabilities and contingent liabilities assumed. If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected. For more details about the transactions, see
note 5.28 “Business unit combinations”.
Goodwill as at 28 February 2019 and 28 February 2018 can be broken down as follows:

Goodwill at Goodwill at
(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Resulting from mergers:

Marco Polo Holding S.r.l. 94,993 94,993

Formerly Unieuro 32,599 32,599

Rialto 1 S.r.l. and Rialto 2 S.r.l. 9,925 9,925

Marco Polo Retail S.r.l. 8,603 8,603

Other minor mergers 5,082 5,082

Resulting from acquisitions of equity investments:

Monclick S.r.l. 7,199 7,199

Resulting from the acquisition of business units:

Andreoli S.p.A. 10,500 10,500

Cerioni S.p.A. 5,748 5,748

Galimberti S.p.A. 1,882 -

DPS Group S.r.l. 1,240 -

Dixons Travel 194 194

Total Goodwill 177,965 174,843

5.2.1 Impairment test


Based on the provisions of international accounting standard IAS 36, the Group should
carry out a check, at least once a year, to ensure the recoverability of the value of the
goodwill through an impairment test, comparing the carrying amount of the Cash
Generating Units (“CGU”) to which the goodwill is allocated with the recoverable value.
The value in use has consistently been adopted as the recoverable value in relation to
market volatility and the difficulty of collecting information related to determining fair
value.

The goodwill impairment test for each CGU was approved by the Company’s Board of
Directors on 08 May 2019. In the elaboration of the impairment test the Directors used an
appropriate report provided by a consultant under specific assignment of the Company.

IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash
flows. The financial flows resulting from the CGUs identified should be independent of
one another, because a single Unit must be able to be autonomous in the realisation of
incoming cash flows, but all the assets within the Unit should be interdependent. Pursuant
to IAS 36 the correlation that exists between the goodwill acquired during the business
combination and the CGUs takes shape. In effect, at the time of the acquisition of the
goodwill, it must be allocated to the CGU or the CGUs which are expected to benefit
the most from the synergies of the combination. In this sense, the decisions linked to
the definition of these synergies strongly depend on the Group’s strategic organisation
models, the commercial purchase and sales decisions which, specifically, disregard the
number of sales points which do not enjoy decision-making autonomy.
Consolidated Financial Statements 200 - 201

The Group has identified an operating segment, which is the entire Group and covers
all the services and products provided to customers. The Group’s corporate vision as
a single omnichannel business ensures that the Group has identified a single Strategic
Business Unit (SBU). Within the SBU the Group has identified three CGUs to which the
goodwill was allocated. This approach is supported by the operating control model by
the corporate management which considers the entire activity uniformly, disregarding
the product lines or geographic locations whose division is not considered significant for
the purpose of taking corporate decisions.

The Group identified three CGUs to which the goodwill was allocated:
• Retail;
• Indirect;
• B2B.
The three units benefit from shared resources, like administration, back office and
logistics, but each of them features a different expected growth, with different risks and
opportunities and with specific features which cannot be provided in the other CGUs.

The Retail CGU relates to all financial flows coming from the Retail, Online and Travel
distribution channels. The Online and Travel channels are included in the Retail CGU
because the website uses the sales points for the delivery of goods and also often for the
supply of products to customers, while the Travel channel includes sales points located
at the main public transport hubs.

The Indirect CGU, which was previously referred to as Wholesale, includes turnover made
with respect to the network of affiliated stores and revenues produced in the large-scale
retail chain, through partnerships with major industry operators.

The B2B CGU relates to the wholesale supply of products under the scope of the business-
to-business channel.

The allocation of goodwill to the three CGUs took place in line with the specific activity of
the individual CGU in order to include the best exploitation of internal and external synergies
in the business model used. As described previously, the Group opted for identifying the
value in use to determine the recoverable fair value. The value in use is calculated through
an estimate of the current value of the future financial flows that the CGUs could generate.

The source of the data on which the assumptions are made for determining the financial
flows are the final balances and the business plans.

The Business Plan used for the impairment test referring to the financial year ending 28
February 2019 is based on the strategic lines of the plan approved by the Board of Directors
on 12 December 2016, as subsequently updated, taking into account recent operating
trends. The Business Plan underlying the impairment test was prepared on a consolidated
basis, taking into account recent business performance. Specifically, the stocktaking data
referred to the years ending 28 February 2017, 28 February 2018 and 28 February 2019,
have been taken into consideration, the budget for the period ending 29 February 2020
was elaborated and, as a result, the financial data until 28 February 2024 was updated. The
impairment test was approved by the Board of Directors on 8 May 2019.
The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2019 are based, among other things, on external sources
and on the analyses conducted by the Group. In this regard note that based on the
market sources used by the Group, the Italian market of traditional consumer electronics
channels (i.e. excluding internet channels) was estimated as slightly down, while the
Online channel is expected to grow.

In spite of the claims in the market sources the performance of traditional consumer
electronics channels is estimated as slightly negative, with growth only forecast for the
Online channel. The Group actually registered record positive performances and its
growth is not, in the opinion of the Group Directors, directly related to market trends. The
Group therefore anticipates continuing to maintain positive performances in the future
irrespective of the performance of the reference market. Specifically, the Group projects
growth, in line with its strategy, thanks to its ability to increase its customer base, promote
and foster complementary services and increase its market penetration compared with
competitors.

Taking the above into account, the main assumptions underlying the anticipated cash
flow projections involve the:
(i) Retail CGU: sales are taken as growing over the reference time frame;
(ii) Indirect CGU: growing sales as a result of new partnership agreements stipulated
and the development of the assets of existing affiliates;
(iii) B2B CGU: sales constant during the reference time frame.

The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” equal to 0% was envisaged because the
result that the company will manage to achieve in the last financial year of the business
plan was considered stable over a period of time;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) for the CGUs analysed is 11.99%.

The discount rate (or actualisation rate) applied is the rate which reflects the current
evaluations of the market, the time value of money and the specific risks of the asset.
For the purpose of calculating the discount rate there must be consistency between the
parameters used and the reference market of the Company and consistency between
the Company’s operating activities and incoming flows. All the parameters used for
calculating the actualisation rate should be used in the corporate context, so that it
expresses “normal” conditions over a medium-/long-term time span.

The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
Consolidated Financial Statements 202 - 203

• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (ß) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and that of
the overall market, was calculated on the basis of a panel of listed companies operating
mainly or exclusively in the sale of consumer electronics, through a combination of
sales channels (in store and online sales, in the majority of cases alongside wholesale
and/or business-to-business sales).
• Specific risk premium ( ) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in
the reference market context also taking into consideration the size of the Company
compared with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy (IRES) was adopted as the
tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.

There were no differences in calculating these parameters between the external sources
used and the value used for the purpose of the test.

The Group has a well-established history of operating on the market and, to date, there
has been no evidence of anything that would suggest an interruption to activities in
the medium-/long-term. Based on these considerations it is reasonable to assume the
business is a going concern in perpetuity.

The operating cash flow used for the purpose of calculating the terminal value was
calculated on the basis of the following main assumptions:
• EBITDA - During the estimation of the terminal value, an amount of revenues equal
to the level projected for the last year of the plan was considered. For the purpose
of estimating sustainable EBITDA in the medium-/long-term the EBITDA margin equal
to the average figure in the plan was applied to the revenues identified in order to
reflect the competitive dynamics featured in the reference sector. For the Group overall,
this latter figure is located within the current range expressed by the estimates of the
analysts relating to the panel of comparable companies used to determining the WACC.
• Investments in fixed assets and amortisation and depreciation - Annual investments
were estimated as equal to investments in fixed assets projected for the last year of
the plan. Annual amortisation and depreciation were in line with these investments,
assuming that the investments were mainly maintenance and/or replacements.
• Net working capital and Funds - In line with the theory of growth in perpetuity at a g
rate equal to 0%, there were no theories of variations in the items that make up NWC
and the other funds in the long-term.

Below is a summary table containing the basic assumptions (WACC and g) and the
percentage value attributed to the terminal value compared with the recoverable value
of the Group’s three CGUs relating to the analyses of the impairment tests conducted
with reference to 28 February 2019.

Terminal Value Recoverable


as at 28 February 2019 WACC g (TV) Amount (RA) % TV over RA

(Amounts in millions of Euros)

CGU Retail 11.99% 0.0% 152.2 305.9 49.8%

Indirect CGU 11.99% 0.0% 26.5 49.3 53.8%

CGU B2B 11.99% 0.0% 12.0 13.2 90.9%

The results of the impairment tests as at 28 February 2019 are given below:

Carrying Amount Recoverable RA compared


as at 28 February 2019 (CA) Amount (RA) with CA

(Amounts in millions of Euros)

CGU Retail EUR/mln 54.3 305.9 251.7

Indirect CGU EUR/mln (11.2) 49.3 60.5

CGU B2B EUR/mln (7.9) 13.2 21.1

Based on the estimates made there was no need to adjust the value of the goodwill recorded.

Note that the carrying amount of the B2B and Indirect CGUs as at 28 February 2019 was
negative as a result of the negative net working capital allocated to the B2B and Indirect
CGUs.
The carrying amount does not include entries of a financial nature. Assets and liabilities
for deferred taxes are also excluded because the theoretical tax rate was used for the
purpose of estimating taxes when calculating the cash flows.

As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the
recoverable value of the goodwill as the main parameters used, such as the change in the
percentage of EBITDA, WACC and the growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2019, the sensitivity analysis conducted assuming a percentage reduction in EBITDA, in
the years of the explicit forecast and in the terminal value, up to a maximum of -20.0%:

as at 28 February 2019 Terminal plan EBITDA

(Amounts in millions of Euros)


Sensitivity Difference
RA vs CA 0 -5.00% -10.00% -15.00% -20.00%

CGU Retail 251.7 231.3 210.9 190.6 170.2

Indirect CGU 60.5 58.1 55.7 53.3 50.9

CGU B2B 21.1 20.1 19.0 17.9 16.8


Consolidated Financial Statements 204 - 205

Below is the breakdown of the stress test which identifies the values for the following
parameters: (i) EBITDA (gross operating profit, percentage change over the years of
the plan and in the terminal value), (ii) g and (iii) WACC sensitized separately compared
with the basic scenario, the differential between the recoverable value and the carrying
amount is, all things being equal, zero.

Parameter / CGU Retail Indirect B2B

% change in EBITDA (Plan and TV) (60.6%) (117.2%) (96.6%)

g factor n.a.(1) n.a. (1) n.a. (1)

WACC 65.9% n.a. (1) n.a. (1)

(1)
For some of the parameters selected, taking into consideration the configuration of the cash flows on
which the calculation of the recoverable amount and/or the value of the carrying amount was based, there
is no reasonable value identified for the parameter for which the recalculated sum for the recoverable
amount corresponds to the respective value of the carrying amount.

Lastly, the Group has developed another analysis simulating the impacts on the
recoverable amount of the CGU Retail in the event of excluding the planned opening of
new sales points over the span of the business plan. The results of the analysis conducted
are given below:

Carrying Amount Recoverable RA compared


as at 28 February 2019 (CA) Amount (RA) with CA

(Amounts in millions of Euros)

CGU Retail EUR/mln 54.3 262.5 208.2

It should be pointed out that the parameters and information used for verifying the
recoverability of the goodwill are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the goodwill with consequences to the results and the operating results,
financial position and cash flows of the Group.
5.3 Intangible assets with a finite useful life
The balance of the item “Intangible assets with a finite useful life” is given below, broken
down by category as at 28 February 2019 and as at 28 February 2018:

Amounts as at 28 February 2019 Amounts as at 28 February 2018


Accumulated Accumulated
Amortisation Amortisation
(Amounts in Historical and Net book Historical and Net book
thousands of Euros) cost Depreciation value cost Depreciation value

Software 53,269 (40,450) 12,819 47,407 (35,508) 11,899


Concessions,
licences and brands 13,361 (7,626) 5,735 13,361 (6,609) 6,752

Key Money 8,130 (1,572) 6,558 5,710 (398) 5,312


Intangible fixed
assets under
construction 4,259 (1,059) 3,200 1,071 1,071
Total intangible
assets with a finite
useful life 79,019 (50,707) 28,312 67,549 (42,515) 25,034

The change in the item “Intangible assets with a finite useful life” for the period from 28
February 2018 to 28 February 2019 is given below:

Concessions, Intangible fixed


(Amounts in licences and assets under
thousands of Euros) Software brands Key Money construction Total

Balance as at 28 February 2017 9,059 1,656 - 1,093 11,808

First Monclick consolidation 1,295 5,954 7,249

Increases 5,513 1 3,320 1,071 9,905

Acquisitions - - 2,390 - 2,390

Decreases - - - (1,093) (1,093)


Amortisation, depreciation
and write downs/(write backs) (3,968) (859) (398) - (5,225)
Decreases in Amortisation,
Depreciation Provision - - - - -

Balance as at 28 February 2018 11,899 6,752 5,312 1,071 25,034

Increases 5,862 3,188 9,050

Acquisitions - - 2,420 2,420

Decreases - - - (1,059) (1,059)


Amortisation, depreciation
and write downs/(write backs) (4,942) (1,017) (1,174) - (7,133)
Decreases in Amortisation,
Depreciation Provision - - - - -

Balance at 28 February 2019 12,819 5,735 6,558 3,200 28,312


Consolidated Financial Statements 206 - 207

Regarding the year ended 28 February 2019, the total increases of Euro 9,050 thousand
mainly relate to the “Software” category for Euro 5,862 thousand, and to the “Key money”
category for Euro 2,420 thousand.
The increases relating to the category “Software” for Euro 5,862 thousand, are attributable
in the main to: (i) new software and licences, (ii) costs incurred for the development
and updating of the website www.unieuro.it and (iii) costs incurred for extraordinary
operations on existing management software.

Increases relating to “key money” for Euro 2,420 refer to the payment of key money for
the period stipulation of lease contracts relative to the purchases of business units for
Euro 1,948, the acquisitions of 7 sales outlets belonging to the former DPS Group S.r.l.
business unit and the 5 sales outlets belonging to the Galimberti S.p.A. business unit
for Euro 473 thousand. These transactions are configured as business combinations and
come under the scope of IFRS 3. As required by the standard, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life are reflected in the financial statements from the date Unieuro acquired
control. For more details, refer to note 5.28 “Business unit combinations”.

For the measurement of the fair value of the Key money the company enlisted external
consultants with proven experience which, using assessment methods in line with the
best professional practices, estimated the value of the Key money.

Increases in fixed assets under construction relate to the implementation of new and
existing software.

Regarding the financial year ended 28 February 2018, the increases, including the first
Monclick consolidation, Acquisitions and net of decreases in the category “Assets under
construction”, amount to a total of €18,451 thousand.

The item First Monclick consolidation results from the acquisition of control of Monclick
which was configured as a business combination and fell within the scope of IFRS 3. As
required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. For the assessment of that fair value, the Group assigned external consultants
with proven experience who, using evaluation methods in line with the best professional
practice. These consultants estimated the value of the Monclick brand at Euro 4,641
thousand (with a useful life of 20 years), the value of customer lists at Euro 1,178 thousand
(with a useful life of 4 years), and the value of internally produced software at Euro 1,284
thousand (with a useful life of 5 years). The values and useful life estimates are reflected
in the Consolidated Financial Statements of Unieuro starting from 1 June 2017. The value
of the brand and the customer lists was attributed to the “Concessions, licences and
brands” category, while the value of software was attributed to the “software” category.

The item increases relates mainly to the category “Software” for Euro 5,513 thousand,
attributable in the main to: (i) new software and licences, (ii) costs incurred for the
development and updating of the new website, www.unieuro.it and (iii) costs incurred
for extraordinary interventions on pre-existing management software, under the “Key
Money” category, amounting to Euro 3,320 thousand, referring to the payment of Key
Money for the stipulation of lease agreements carried out during the financial year, for
the Euroma2 sales outlet, the sales outlet located in Brescia and the sales outlet located
in Modena, which opened in December 2017 and under the “Assets under construction”
category, amounting to Euro 1,071 thousand, mainly due to the implementation of new
software.

The item “Acquisitions”, referring to the “Key Money” category for Euro 2,390 thousand,
results from the acquisition of the control of the Andreoli S.p.A. and Cerioni S.p.A. business
units, which have been configured as a business combination and fall within the scope of
application of IFRS 3. As required by the standard, the intangible assets were recorded
separately from goodwill and recorded at their fair value on the acquisition date, which
meets the requirements under IAS 38. Amortisation is calculated pro-rata temporis on a
straight-line basis depending on the term of the lease contract. The values and useful life
were reflected in the consolidated financial statements from the date of the acquisition
of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and from 31
October 2017 for the progressive acquisition of the 19 Cerioni sales outlets. For more
details, please refer to Note 5.28 “Business unit combinations”. For the fair value of the
key money the company used external consultants with proven experience who, using
evaluation methods in line with the best professional practices, estimated the value of
the key money.

5.4 Deferred tax assets and deferred tax liabilities


The change in the item “Deferred tax assets” and the item “Deferred tax liabilities” for the
period from 28 February 2017 to 28 February 2019 is given below:

Deferred tax assets

Bad debt
provision -
amount due Obsolescence Intangible
(Amounts in thousands of Euros) from suppliers Provision Tangible assets assets

Balance as at 28 February 2017 838 1,610 886 4,736


Provision/Releases to the
Income Statement (14) 878 21 (446)
Provision/Releases to the
Comprehensive Income
Statement - - - -

Balance as at 28 February 2018 824 2,488 907 4,290


Provision/Releases to the
Income Statement (146) (151) - (9)
Provision/Releases to the
Comprehensive Income
Statement - - - -

Balance as at 28 February 2019 678 2,337 907 4,281


Consolidated Financial Statements 208 - 209

Provision Deferred tax Total net


Capital for risks and Other current Net deferred assets relating deferred tax
Reserves charges liabilities tax assets to tax losses assets

843 1,126 6,647 16,686 12,752 29,438

- 237 (3,025) (2,349) 2,975 626

41 - - 41 - 41

884 1,363 3,622 14,378 15,727 30,105

(836) 93 (1,342) (2,391) 7,241 4,850

224 - - 224 - 224

272 1,456 2,280 12,211 22,968 35,179


The balance as at 28 February 2019 was Euro 35,179 thousand and was mainly composed
of: (i) Euro 12,211 thousand in temporary differences mainly due to goodwill, other current
liabilities and the provision for obsolete inventory, (ii) Euro 22,968 thousand from deferred
tax assets recorded on tax losses. The change in the item deferred tax assets recorded in
the financial year is mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of Euro 7,241 thousand in deferred tax assets relating to tax losses.

The balance as at 28 February 2018, equal to Euro 30,105 thousand, is composed mainly
of Euro 3,622 thousand from deferred tax assets recorded in other current liabilities,
composed of deferred income for guarantee extension services, deferred tax assets
recorded on tax losses of Euro 15,727 thousand and deferred tax assets recorded on
goodwill of Euro 4,290 thousand. The change in the item deferred tax assets recorded in
the last financial year is mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of Euro 2.975 thousand in deferred tax assets relating to tax losses.

Note that the tax losses still available as at 28 February 2019 with reference to Unieuro
are equal to Euro 377,943 thousand and with reference to Monclick are equal to Euro
6.338 thousand.

In calculating deferred tax assets, the following aspects were taken into consideration:
• the tax regulations of the country in which the Company operates and the impact on
the temporary differences, and any tax benefits resulting from the use of tax losses
carried over taking into consideration their possible recovery over a time frame of
three years;
• the forecast of the Company’s earnings in the medium and long-term.

On this basis the Company expects to generate future taxable earnings and, therefore, to
be able, with reasonable certainty, to recover the deferred tax assets recorded.
Consolidated Financial Statements 210 - 211

Deferred tax liabilities

Intangible Other current Total net


(Amounts in thousands of Euros) assets assets deferred taxes

Balance as at 28 February 2017 322 - 322

First Monclick consolidation 1,982 - 1,982

Provision/Releases to the Income Statement 144 - 144

Provision/Releases to the Comprehensive Income Statement - - -

Balance as at 28 February 2018 2,448 - 2,448

Adjustment at the date of the first time adoption of IRFS 15 - 1,483 1,483

Provision/Releases to the Income Statement 139 (358) (219)

Provision/Releases to the Comprehensive Income Statement - - 0

Balance as at 28 February 2018 2,587 1,125 3,712

The increase in the item “Liabilities for deferred taxes” is mainly attributable to the tax
impacts associated with the adoption of the new accounting standard IFRS 15. For more
details, please refer to Note 2.7.1 Changes to the accounting standards.
Deferred tax liabilities relating to Intangible Assets result from goodwill with a different
statutory value from the value for tax purposes.
It is estimated that the debt refers to differences which will be reabsorbed in the medium-/
long-term.

5.5 Other current assets and other non-current assets


Below is a breakdown of the items “Other current assets” and “Other non-current assets”
as at 28 February 2019 and 28 February 2018:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Deferred charges 8,997 11,220

Contract assets 5,337 -

Tax credits 3,544 3,791

Other current assets 166 231

Accrued income 1,643 888

Advances to suppliers 86 27

Other current assets 19,773 16,157

Deposit assets 2,220 2,066

Deposits to suppliers 266 218

Other non-current assets 7 87

Other non-current assets 2,493 2,371

Total Other current assets and Other non-current assets 22,266 18,528
The item “Other current assets” mainly includes deferred charges with regard to
insurance, rental and common charges and the hire of road signs; accrued income refers
to adjustments on common charges at sales points.

The reduction in “Prepaid expenses” is mainly due to the different payment timing of
insurance premiums, in particular last year the premium was paid at the same time as the
new insurance contract was stipulated.

“Accrued income” of Euro 1,643 thousand at 28 February 2019 (Euro 888 thousand at
28 February 2018) mainly refers to the value of the insurance reimbursement obtained
during the year in connection with the Oderzo fire, for Euro 1,521 thousand; the first part
of the indemnity had been recognised last year, for Euro 800 thousand.

The item “Contract assets” was recorded during the first time adoption of accounting
standard IFRS 15; specifically, following the clarifications introduced by the standard, the
costs for procuring the contract which can be qualified as contract assets, represented by
the bonuses paid to employees for each additional sale of extended warranty services were
capitalised; for more details, please see Note 2.7.1 Changes to the accounting standards.

Tax credits as at 28 February 2019 and 28 February 2018 refer, in the main, for €1,610
thousand to the IRES credit for IRAP not deducted.

The item “Other non-current assets” includes equity investments, deposit assets and
deposits to suppliers. The increase is mainly due to the acquisition of new stores and the
expansion of existing ones.

5.6 Inventories
Warehouse inventories break down as follows:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Merchandise 371,462 322,093

Consumables 659 561

Gross stock 372,121 322,654

Inventory bad debt provision (9,779) (9,126)

Total Inventories 362,342 313,528

The value of gross inventories went from Euro 322,654 thousand as at 28 February
2018 to Euro 372,121 thousand as at 28 February 2019, an increase of 15.3% in total gross
inventories. The increase is attributable to: (i) the different business scope consequent
to the opening of 8 ex Cerioni/Euronics stores between December 2017 and January
2018 and the opening of 14 new sales outlets starting September 2018, as a result of the
purchase of the ex-DPS/Trony and ex-Galimberti/Euronics business units and (ii) the
major leap in the on-line business, (iii) the partnership stipulated with Finiper, which has
marked Unieuro’s launch into Large Retail and (iv) the increased volumes handled.
Consolidated Financial Statements 212 - 213

The value of inventories is adjusted by the warehouse bad debt provision which includes
the prudential write-down of the value of merchandise with possible obsolescence
indicators.

The change in the obsolescence fund for the period from 28 February 2017 to 28 February
2019 is broken down below:

(Amounts in thousands of Euros) Inventory bad debt provision

Balance as at 28 February 2017 (5,770)

Direct write-down (4,892)

First Monclick consolidation (399)

Provisions -

Reclassifications -

Releases to the Income Statement 1,935

Utilisation -

Balance as at 28 February 2018 (9,126)

Direct write-down -

Provisions (819)

Reclassifications -

Releases to the Income Statement 166

Utilisation -

Balance as at 28 February 2019 (9,779)

The increase in the warehouse obsolescences fund equal to Euro 656 thousand is
attributable to the adaptation of the warehouse bad debt provision which includes the
prudential write down of the value of goods at 28 February 2019 and reflects the loss in
value of goods in cases in which the cost is higher than the presumed realisable value and
enables the warehouse value to be reported at the current market value.

5.7 Trade receivables


A breakdown of the item “Trade receivables” as at 28 February 2019 and as at 28 February
2018 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Trade receivables from third-parties 43,779 41,984

Trade receivables from related-parties - -

Gross trade receivables 43,779 41,984

Bad debt provision (2,491) (2,412)

Total Trade receivables 41,288 39,572


The value of receivables, referring to the Indirect and B2B channels, rose by Euro 1,716
thousand on last year; this increase is mainly due to the partnership stipulated with
Finiper, which marked Unieuro’s launch into Large Retail.

The change in the bad debt provision for the period from 28 February 2017 to 28 February
2019 is broken down below:

(Amounts in thousands of Euros) Bad debt provision

Balance as at 28 February 2017 (2,279)

First Monclick consolidation (250)

Provisions (146)

Contribution from merger -

Releases to the Income Statement 180

Utilisation 83

Balance as at 28 February 2018 (2,412)

Provisions (100)

Releases to the Income Statement -

Utilisation (21)

Balance as at 28 February 2019 (2,491)

Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or
the presence of existing insolvency proceedings, determine the deletion of the actual
position. As shown in the tables above, the bad debt provision stood at EUR 2,491
thousand as at 28 February 2019 and EUR 2,412 thousand as at 28 February 2018.
Credit risk represents the exposure to risk of potential losses resulting from the failure
of the counterparty to comply with the obligations undertaken. Note, however, that
for the periods under consideration there are no significant concentrations of credit
risk, especially taking into consideration the fact that the majority of sales are paid for
immediately by credit or debit card in the Retail, Travel and Online channels, and in cash
in the Retail and Travel channels. The Group has credit control processes which include
obtaining bank guarantees and credit insurance contracts to cover a significant amount
of the existing turnover with customers, customer reliability analysis, the allocation of
credit, and the control of the exposure by reporting with the breakdown of the deadlines
and average collection times.
Past due credit positions are, in any event, monitored by the administrative department
through periodic analysis of the main positions and for those for which there is an
objective possibility of partial or total irrecoverability, they are written-down.
It is felt that the book value of trade receivables is close to the fair value.
Consolidated Financial Statements 214 - 215

5.8 Current tax assets and liabilities


Below is a breakdown of the item “Current tax assets” and “Current tax liabilities” as at 28
February 2019 and as at 28 February 2018:

Current tax assets

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

IRES credits 2,116 2,811

IRAP credits 2 336

Total Current tax assets 2,118 3,147

As at 28 February 2019, “IRES credits” included credits for Euro 2,116 thousand (Euro 2,811
thousand at 28 February 2018), which included the IRES receivable from the previous
year and the credit generated during the year for withholdings and the IRES debt reffered
to the Consolidated current taxes.
Lastly, the item includes IRAP credits of Euro 2 thousand deriving from the estimated
period tax of the subsidiary Monclick. The IRAP balance of Euro 336 thousand at 28
February 2018 has been zeroed following the period offsetting.

Current tax liabilities

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

IRAP payables 1,204 -

IRES payables - -

Total Current tax liabilities 1,204 -

At 28 February 2019, under “IRAP payables”, payables are entered in the amount of Euro
1,204 deriving from the estimated tax of Unieuro for the year ended on 28 February 2019;
last year net of the payment on account, Unieuro had a balance in credit of Euro 336
thousand, which was offset during the period.

5.9 Cash and cash equivalents


A breakdown of the item “Cash and cash equivalents” as at 28 February 2019 and as at
28 February 2018 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018


Bank accounts 77,007 53,894
Petty cash 7,481 7,520
Total cash and cash equivalents 84,488 61,414
Cash and cash equivalents stood at Euro 84,488 thousand as at 28 February 2018 and
Euro 61,414 thousand as at 28 February 2018.

The item consists of cash on hand, deposits and securities on demand or at short notice
at banks that are available and readily usable.
For further details regarding the dynamics that affected Cash and cash equivalents,
please refer to the Cash Flow Statement. Instead, for more details of the net financial
position, please refer to Note 5.11.

5.10 Shareholders’ equity


Details of the item “Shareholders’ equity” and the breakdown of the reserves in the
reference periods are given below:

Reserve for
actuarial gains/
Cash flow (losses)
(Amounts in Share Legal Extraordinary hedge on defined
thousands of Euros) capital reserve reserve reserve benefit plans
Balance as
at 28 February 2018 4,000 800 46,810 (191) (774)
Effect of the change in the
accounting standard (IFRS 15) - - - - -
Adjusted balance
at 1 March 2018 4,000 800 46,810 (191) (774)

Profit (Loss) for the Year - - - - -


Other components of
comprehensive income - - - (124) (473)
Total statement of
comprehensive income
for the year - - - (124) (473)

Allocation of prior year result - - - - -


Covering retained losses and
negative reserves - - (46,810) - -

Distribution of dividends - - - - -
Share-based payment settled
with equity instruments - - - - -
Total transactions with
shareholders - - (46,810) - -
Balance as
at 28 February 2019 4,000 800 0 (315) (1,247)

Shareholders’ equity, equal to Euro 90,877 thousand at 28 February 2019 (Euro 77,216
thousand as at 28 February 2018) increase during the year as a result of: (i) the distribution
of a dividend of Euro 20,000 thousand as approved on 5 June 2018 by the Shareholders’
Meeting; (ii) the recording of the consolidated profit of Euro 28,895 thousand and the
other components of the comprehensive income statement negative for Euro 597
thousand; (iii) the reporting amongst profit/(loss) carried forward of the effects deriving
from the application of the new accounting standard IFRS 15 for Euro 4,038 thousand
and (iv) the recording in the reserve of share-based payments of Euro 1,325 thousand
which refer to the Long Term Incentive Plan for certain managers and employees.
Consolidated Financial Statements 216 - 217

Reserve for Total Non- Total


share-based Profit/(loss) shareholders’ controlling shareholders’
payments Other reserves carried forward equity interest equity

1,352 57,999 (32,780) 77,216 0 77,216

- - 4,038 4,038 - 4,038

1,352 57,999 (28,742) 81,254 - 81,254

- - 28,895 28,895 - 28,895

- - (597) - (597)

- - 28,895 28,298 - 28,298

- - (8,521) (8,521) - (8,521)

- (11,055) 66,386 8,521 - 8,521

- (20,000) - (20,000) - (20,000)

2,024 - (699) 1,325 - 1,325

2,024 (31,055) 57,166 (18,675) - (18,675)

3,376 26,944 57,319 90,877 0 90,877


The Share capital as at 28 February 2019 stood at Euro 4,000 thousand, broken down
into 20,000,000 shares.

The Reserves are illustrated below:


• the legal reserve of EUR 800 thousand as at 28 February 2019 (EUR 800 thousand as at
28 February 2018), includes the financial provisions at a rate of 5% for each financial year;
there were no increases during the period in this reserve which reached the limit pursuant
to Article 2430 of the Italian Civil Code and has maintained it to 28 February 2019;
• the extraordinary reserve of Euro 0 thousand as at 28 February 2019 (Euro 46,810
thousand as at 28 February 2018); this reserve fell during the year as a result of the
coverage of retained losses and negative reserves approved on 5 June 2018 by the
Shareholders’ Meeting;
• the cash flow hedge reserve negative by Euro 315 as at 28 February 2019 (negative for
Euro 191 thousand as at 28 February 2018); this reserve was recorded to offset the mark
to market of the hedging Interest Rate Swap agreements, taken out as required by the
Loan Agreement entered into during the year (for more details, please refer to Note 5.11);

Reserve for
actuarial gains/
Cash flow (losses)
Share Legal Extraordinary hedge on defined
(Amounts in thousands of Euros) capital reserve reserve reserve benefit plans

Balance as at 28 February 2017 4,000 800 55,223 0 (859)


Profit/(loss) for the
consolidated period - - - - -
Other components of
consolidated comprehensive
income - - - (191) 85
Total statement of
comprehensive income for the
consolidated year - - - (191) 85

Allocation of prior year result - - - - -

Distribution of dividends - - (8,413) - -


Share-based payment settled
with equity instruments - - - - -
Total transactions with
shareholders - - (8,413) - -

Balance as at 28 February 2018 4,000 800 46,810 (191) (774)


Consolidated Financial Statements 218 - 219

• the reserve for actuarial gains and losses on defined-benefit plans, negative for Euro
1,247 thousand as at 28 February 2019 (negative for Euro 774 thousand as at 28
February 2018); it fell by Euro 473 thousand following the actuarial valuation relating
to severance pay;
• the reserve for share-based payments amounting to Euro 3,376 thousand at 28 February
2019 (Euro 1,352 thousand at 28 February 2018); the reserve has changed due to: (i)
the recording of Euro 2,024 thousand offsetting the recording of personnel costs for
the share-based payment plan and (ii) the distribution of the dividend approved by
the Shareholders’ Meeting on 5 June 2018 which involved the reclassification of the
item that refers to the monetary bonus earned by managers and employees under the
regulation from profit and loss carried forward to the item other non current liabilities,
for Euro 699 thousand. For more details, please see Note 5.27.

Reserve for Total Non- Total


share-based Profit/(loss) shareholders’ controlling shareholders’
payments Other reserves carried forward equity interest equity

6,938 57,999 (39,122) 84,979 0 84,979

- - 10,958 10,958 - 10,958

- - (106) - (106)

- - 10,958 10,852 - 10,852

- - - - - -

- - (11,587) (20,000) - (20,000)

(5,586) - 6,971 1,385 - 1,385

(5,586) - (4,616) (18,615) - (18,615)

1,352 57,999 (32,780) 77,216 0 77,216


Shareholders’ equity, equal to Euro 77,216 thousand at 28 February 2018 (Euro 84,979
thousand as at 28 February 2017) fell during the year as a result of: (i) the distribution of
a dividend of Euro 20,000 thousand of which Euro 11,587 thousand was in respect of the
profit for the year ended 28 February 2017 and Euro 8,413 thousand was from the use
of part of the extraordinary reserve, as approved on 20 June 2017 by the Shareholders’
Meeting; (ii) the recording of a profit for the year of Euro 10,958 thousand and the other
components of the comprehensive income statement of Euro 106 thousand; and (iii) the
recording in the reserve for share-based payments of Euro 679 thousand with regard to
the Long Term Incentive Plan for certain managers and employees and Euro 706 with
reference to the Call Option Agreement that ended following listing on the STAR segment
of the Mercato Telematico Azionario run by Borsa Italiana which took place on 4 April 2017.

The Share capital as at 28 February 2018 stood at Euro 4,000 thousand, broken down
into 20,000,000 shares.

The Reserves are illustrated below:


• the legal reserve of EUR 800 thousand as at 28 February 2018 (EUR 800 thousand as at
28 February 2017), includes the financial provisions at a rate of 5% for each financial year;
there were no increases during the period in this reserve which reached the limit pursuant
to Article 2430 of the Italian Civil Code and has maintained it to 28 February 2018;
• the extraordinary reserve of Euro 46,810 thousand at 28 February 2018 (Euro 55,223
thousand at 28 February 2017); this reserve fell during the period as a result of the
distribution of a dividend of Euro 20,000 thousand of which Euro 11,587 thousand
was in respect of the profit for the year ended 28 February 2017 and for Euro 8,413
thousand was from the use of part of the extraordinary reserve, as approved on 20
June 2017 by the Shareholders’ Meeting;
• the cash flow hedge reserve negative by Euro 191 as at 28 February 2018 (zero as at 28
February 2017); this reserve was recorded to offset the mark to market of the hedging
Interest Rate Swap agreements, taken out as required by the Loan Agreement signed
during the year (for more details, refer to Note 5.11);
• the reserve for actuarial gains and losses on defined-benefit plans of €774 thousand as
at 28 February 2018 (€859 thousand as at 28 February 2017); it rose of €85 thousand
following the actuarial valuation relating to severance pay;
• the reserve for share-based payments amounting to Euro 1,352 thousand at 28 February
2018 (Euro 6,938 thousand at 28 February 2017); it has changed with reference to the
“Call Option Agreement” as a result of: (i) recognition of Euro 706 thousand as the
offset of the personnel costs for the share-based payment plan and (ii) following the
successful outcome of the project of listing the share-based payment reserve under
the item Profits/(losses) for a total of Euro 7,644 thousand; instead, with reference
to the “Long Term Incentive Plan” stipulated during the year, as a result of: (i) the
recording of Euro 1,352 thousand offsetting the recording of personnel costs for the
share-based payment plan and (ii) the distribution of the dividend approved by the
Shareholders’ Meeting on 20 June 2017 which involved the reclassification of the item
that refers to the monetary bonus earned by managers and employees under the
regulation to the item other non current liabilities. It should therefore be noted that
the reserve for share-based payments of Euro 1,352 thousand and the Profit (losses)
carried forward – LTIP of Euro 673 thousand both refer to the accounting of the share-
based payment plan called Long Term Incentive Plan and together represent the fair
Consolidated Financial Statements 220 - 221

value measurement of the options granted under the plan (IFRS 2). For more details,
please see Note 5.27.

The reconciliation between the shareholders’ equity of the parent company and the
consolidated shareholders’ equity as at 28 February 2019 is illustrated below:

Shareholders' equity Net result as


(Amounts in millions of Euros) as at 28 February 2019 at 28 February 2019
Balances from the Parent Company's Annual
Financial Statements 87,691 28,169
Difference between the carrying amount of equity
investments and the profit/(loss) for the year (8,147) 1,291
Allocation of goodwill, brand, software and customer
list, excluding the tax effect 11,333 (565)
Shareholders' equity and profit/(loss) for the year
from the Consolidated Financial Statements 90,877 28,895

5.11 Financial liabilities


A breakdown of the item current and non-current “Financial liabilities” as at 28 February
2019 and as at 28 February 2018 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Current financial liabilities 12,455 6,961

Non-current financial liabilities 31,112 40,518

Total financial liabilities 43,567 47,479

On 22 December 2017 a Loan Agreement was signed, “Loan Agreement”, with Banca
IMI S.p.A., as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole Cariparma
S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan Branch. The Loan
Agreement was finalised on 9 January 2018 following the conclusion of relations and the
repayment of the previous lines of credit and the provision of the new funding.

The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. The existing borrowings relating to the Euro Term and
Revolving Facilities Agreement were completely settled on 9 January 2018.
The new lines, including Euro 190.0 million of term loan amortising, including Euro 50.0
million (“Term Loan”), aimed at replacing the existing previous lines of credit and Euro 50.0
million (the “Capex Facility”), aimed at acquisitions and investments for restructuring the
network of stores, and Euro 90.0 million of revolving facilities (the “Revolving Facility”),
were taken out at significantly better conditions compared with the existing ones, with
special reference to (i) the reduction in the interest rate; (ii) the extension of the duration
by five years; (iii) the greater operational flexibility relating to the reduction in the number
of financial institutions, covenants and contractual constraints, as well as (iv) the removal
of collateral in favour of the lending banks.
The interest on the loans agreed under the scope of the Loan Agreement is a floating
rate, calculated taking into consideration the Euribor plus a contractually-agreed spread.

At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events in
this clause are verified. These clauses require compliance by Unieuro S.p.A. with a twelve-
month consolidation ratio which will be summarised below:
• leverage ratio (defined as the ratio between the consolidated net financial debt and
Consolidated Adjusted LTM EBITDA, as defined in the Loan Agreement);

At 28 February 2019 the covenant was calculated and complied with. See below for the
summary table:

28 February 2019

Description of covenants Contractual value Covenant result

LEVERAGE RATIO < 1.30 (0.29)


Consolidated net financial debt/Consolidated
Adjusted LTM EBITDA

The Loan Agreement includes Unieuro’s right of early repayment, in full or in part (in
such a case of minimum amounts equal to Euro 1,000,000.00) and prior notification of
the Agent Bank, of both the Term Loan and the Capex Facility. In addition, when certain
circumstances and/or events are verified, Unieuro is obliged to repay the Loan early. As at
28 February 2019 and until the date these financial statements were prepared, no events
occurred that could give rise to the early repayment of the loan.

Financial liabilities as at 28 February 2019 and at 28 February 2018 are illustrated below:

At 28 February 2019
of which of which
Original Interest current non-current
(Amounts in thousands of Euros) Maturity amount rate Total portion portion
Short-term lines of credit (1)
n,a, 75,000 0.35% - 7.0% 3,049 3,049 -
Euribor
Revolving Credit Facility dec-22 90,000 1m+spread - -
Current bank debts 3,049 3,049 -
Euribor
Term Loan dec-22 50,000 3m+spread 42,500 10,000 32,500
Euribor
Capex Facility dec-22 50,000 3m+spread - - -
Ancillary expenses on loans (2)
(1,982) (594) (1,388)
Non-current bank payables and
current part of non-current debt 40,518 9,406 31,112
Total 43,567 12,455 31,112

(1)
The short-term lines of credit include the subject to collection advances, the hot money, the current
account overdrafts and the credit limit for the letters of credit.
(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.
Consolidated Financial Statements 222 - 223

At 28 February 2018
of which of which
(Amounts in Original Interest current non-current
thousands of Euros) Maturity amount rate total portion portion
1.36% -
Short-term lines of credit (1) n,a, 54,000 7.0% 79 79 -
Euribor
Revolving Credit Facility dec-22 90,000 1m+spread - - -
Current bank debts 79 79 -
Euribor
Term Loan dec-22 50,000 3m+spread 50,000 7,500 42,500
Euribor
Capex Facility dec-22 50,000 3m+spread - - -
Ancillary expenses on loans (2)
(2,600) (618) (1,982)
Non-current bank payables
and current part of non-
current debt 47,400 6,882 40,518
Total 47,479 6,961 40,518

(1)
The short-term lines of credit include the subject to collection advances, the hot money, the current
account overdrafts and the credit limit for the letters of credit.
(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.

The financial liabilities at 28 February 2019 total Euro 43,567 thousand with a decrease of
Euro 3,912 thousand compared to 28 February 2018. This change is due mainly to the use
of the hot money line for Euro 3,000 thousand and to the normal repayment of principal
shares of the Loan for Euro 7,500 thousand.

The loans are evaluated using the amortised cost method based on the provisions of
IFRS 9 and therefore their value is reduced by the ancillary expenses on the loans, equal
to Euro 1,982 thousand as at 28 February 2019 (Euro 2,600 thousand as at 28 February
2018).

The breakdown of the financial liabilities according to maturity is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Within 1 year 12,455 6,961

From 1 to 5 years 31,112 40,518

More than 5 years - -

Total 43,567 47,479


A breakdown of the net financial debt as at 28 February 2019 and as at 28 February
2018 is shown below. Note that the net financial debt is presented in accordance with the
provisions of Consob Communication No. 6064293 of 28 July 2006 and in conformity
with the recommendations of ESMA/2013/319.

(Amounts in thousands of Euros) as at 28 February 2019 as at 28 February 2018


of which of which
related related
Ref parties parties

(A) Cash 5,9 84,488 - 61,414 -

(B) Other liquid assets - - - -

(C) Securities held for trading - - - -

(D) Liquidity (A)+(B)+(C) 84,488 - 61,414 -

- of which is subject to a pledge - - -

(E) Current financial receivables - - -

(F) Current bank payables 5,11 (3,049) - (79) -

(G) Current part of non-current debt 5,11 (9,406) - (6,882) -

(H) Other current financial payables 5,13-5,15 (7,683) - (6,256) -

(I) Current financial debt (F)+(G)+(H) (20,138) - (13,217) -

- of which is secured - - 0 -

- of which is unsecured (20,138) - (13,217) -


(J) Net current financial position
(I)+(E)+(D) 64,350 - 48,197 -

(K) Non-current bank payables 5,11 (31,112) - (40,518) -

(L) Issued bonds - - - -

(M) Other non-current financial payables 5,13-5,15 (12,771) - (12,195) -


(N) Non-current financial debt
(K)+(L)+(M) (43,883) - (52,713) -

- of which is secured - - - -

- of which is unsecured (43,883) - (52,713) -

(O) Net financial debt (J)+(N) 20,467 - (4,516) -

The table below summarises the breakdown of the items “Other current financial payables”
and “Other non-current financial payables” for the periods ending 28 February 2019 and
28 February 2018. See Note 5.13 “Other financial liabilities” for more details.

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Other financial liabilities 7,683 6,256

Other current financial payables 7,683 6,256

Other financial liabilities 12,771 12,195

Other non-current financial payables 12,771 12,195

Total financial payables 20,454 18,451


Consolidated Financial Statements 224 - 225

5.12 Employee benefits


The change in the item “Employee benefits” for the period from 28 February 2017 to 28
February 2019 is broken down below:

(Amounts in thousands of Euros)


Balance as at 28 February 2017 9,783
First Monclick consolidation 611
Service cost 89
Interest cost 139
Business unit acquisitions 1,255
Settlements/advances (595)
Actuarial (profits)/losses (103)
Balance as at 28 February 2018 11,179
Service cost 79
Curtailment (50)
Interest cost 125
Business unit acquisitions 79
Settlements/advances (1,068)
Actuarial (profits)/losses 650
Balance as at 28 February 2019 10,994

This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment
relationship is ended. Severance pay, regulated by Article 2120 of the Italian Civil Code,
is recalculated in accordance with the provisions of IAS 19, expressing the amount of the
actual value of the final obligation as a liability, where the actual value of the obligation is
calculated through the “projected unit credit” method.

The item business unit acquisitions refers to the assumption of the debt relating to the
Severance Pay of employees transferred under the scope of the acquisition of the Galimberti
S.p.A. business unit; for more details, refer to Note 5.28 - “Business unit combinations”.

Settlements recorded in the financial year ended 28 February 2019 relate to both severance
pay advances paid to employees during the year, and to redundancies involving the
excess personnel at several sales points which were restructured or closed and to breaks
in employment with regard to employees on fixed contracts.

Below is a breakdown of the economic and demographic recruitment used for the
purpose of the actuarial evaluations:

Year ended

Economic recruitment 28 February 2019 28 February 2018


Inflation rate 1.50% 1.50%
Actualisation rate 0.8% 1.37%
Severance pay increase rate 2.625% 2.625%
Year ended

Demographic assumptions 28 February 2019 28 February 2018

Fatality rate Demographic tables RG48 Disability probability Disability probability


INPS tables differentiated by INPS tables differentiated by
Disability probability age and gender age and gender
Reaching of minimum Reaching of minimum
requirements under the requirements under the
compulsory general compulsory general
Retirement age insurance insurance

Probability of leaving 5% 5%

Probability of anticipation 3.50% 3.50%

With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a
duration of 7-10 years at the evaluation date was taken as a reference for the evaluation
of this parameter.

Below is the sensitivity analysis, as at 28 February 2019, relating to the main actuarial
hypotheses in the calculation model taking into consideration the above and increasing
and decreasing the average annual turnover rate, the advance request rate, the average
inflation and actualisation rate, respectively of 1%, -1%, 0.25% and -0.25%. The results are
summarised in the table below:

(Amounts in thousands of Euros) Impact on DBO as 28 February 2019

Change to the parameter Unieuro Monclick

1% increase in turnover rate 10,564 328

1% decrease in turnover rate 10,769 349

1% increase in advance request rate 10,369 317

1% decrease in advance request rate 11,113 361

0.25% increase in inflation rate 10,814 341

0.25% decrease in inflation rate 10,509 327

0.25% increase in actualisation rate 10,418 325

0.25% decrease in actualisation rate 10,912 343


Consolidated Financial Statements 226 - 227

5.13 Other financial liabilities


A breakdown of the item current and non-current “Other financial liabilities” as at 28
February 2019 and as at 28 February 2018 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018


Payables for investments in equity investments and
business units 4,176 3,165

Payables to leasing companies 3,262 2,777

Fair value of derivative instruments 245 172

Factoring liabilities - 142

Debts to other financing entities 7,683 6,256


Payables for investments in equity investments and
business units 5,686 8,037

Payables to leasing companies 6,917 4,008

Fair value of derivative instruments 168 150

Other non-current financial liabilities 12,771 12,195

Total financial liabilities 20,454 18,451

Payables to leasing companies


Payables owed to leasing companies amount to a total of Euro 9,862 thousand at 28
February 2019 and Euro 11,202 thousand at 28 February 2018. The reduction is mainly
due to the 01 August 2018 stipulation of the transaction with Project Shop Land S.p.A.
to reduce the purchase price of Monclick S.r.l. for Euro 1,500 thousand. The existing debt
cash flows as at 28 February 2019 were discounted.

Payables for investments in equity investments and business units


Payables owed to leasing companies amount to a total of Euro 10,179 thousand at 28
February 2019 and Euro 6,785 thousand at 28 February 2018. The assets that are the
subject of the finance lease agreement are furnishings, LEDs, climate control systems,
servers, computers and printers. Interest rates are fixed at the date of the signing of the
agreements and are indexed to the 3-month Euribor. All lease agreements are repayable
through fixed instalment plans with the exception of the initial down payment and the
redemption instalment and there is no contractual provision for any rescheduling of the
original plan. The above payables to the leasing company are secured to the lessor via
rights on the leased assets. There are no hedging instruments for the interest rates.
The assets subject to financial leasing are reported using the method set out in international
accounting standard IAS 17. The breakdown by due date of the minimum payments and
the capital share of the finance leases are given below:

(Amounts in Minimum payments due for financial


thousands of Euros leasing as at Capital share as at

28 February 2019 28 February 2018 28 February 2019 28 February 2018

Within 1 year 3,430 2,936 3,262 2,777

From 1 to 5 years 7,112 4,139 6,917 4,008

More than 5 years - - - -

Total 10,542 7,075 10,179 6,785

The reconciliation between the minimum payments due from the financial leasing
company and the current value is as follows:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018


Minimum payments due for financial
leasing 10,542 7,075

(Future financial expense) (363) (386)

total 10,179 6, 785

Fair value of derivative instruments


Financial instruments for hedging, as at 28 February 2019, refer to (i) contracts entered
into with Intesa Sanpaolo S.p.A., Banca Popolare di Milano S.p.A. and Crédit Agricole
Cariparma S.p.A., hedging the fluctuation of financial expenses related to the Loan
Agreement. The financial liability comes to Euro 413 thousand at 28 February 2019 (Euro
250 thousand at 28 February 2018). These derivative finance transactions on interest
rates were designed for hedging in accordance with the requirements of IFRS 9 and were
therefore dealt with according to hedge accounting methods and to (ii) the agreements
entered into with BPER Banca S.p.A and with BNL S.p.A to hedge future purchase
transactions of goods in currency (US dollars) for Euro 0 thousand as at 28 February
2019 (Euro 72 thousand as at 28 February 2018). The effects of these currency hedging
derivative financial instruments are reported in the income statement because they do
not comply with all the requirements of IFRS 9 for hedge accounting.

Factoring liabilities
Payables to factoring companies stood at Euro 0 thousand as at 28 February 2019 (Euro
142 thousand as at 28 February 2018) and refer to transfers of trade receivables to a
financial counterparty through factoring without recourse.
Consolidated Financial Statements 228 - 229

5.14 Provisions
The change in the item “Provisions” for the period from 28 February 2018 to 28 February
2019 is broken down below:

Tax Other Onerous Other


dispute disputes contracts Restructuring risks
(Amounts in thousands of Euros) provision provision provision provision provision Total
Balance as
at 28 February 2018 3,701 2,468 881 175 1,399 8,624

Business unit acquisitions - 56 - - - 56


Balance as at 28 February
2018 recalculated 3,701 2,524 881 175 1,399 8,680

- of which current portion 1,051 565 814 175 379 2,984

- of which non-current portion 2,650 1,959 67 - 1,020 5,696


Adjustment at the date of the
first time adoption of IRFS 15 - - - - (42) (42)

Provisions 66 1,102 38 1,189 799 3,194

Draw-downs/releases (358) (484) (795) (1,005) (124) (2,766)


Balance as
at 28 February 2019 3,409 3,142 124 359 2,032 9,066

- of which current portion - 502 124 359 363 1,348

- of which non-current portion 3,409 2,640 - - 1,669 7,718

The change in the item “Provisions” for the period from 28 February 2017 to 28 February
2018 is broken down below:

Tax Other Onerous Other


dispute disputes contracts Restructuring risks
(Amounts in thousands of Euros) provision provision provision provision provision Total

Balance as at 28 February 2017 5,649 1,742 1,528 266 1,072 10,257

- of which current portion 37 188 882 266 51 1,424

- of which non-current portion 5,612 1,554 646 1,021 8,833

Provisions 115 1,293 - - 357 1,765

Business unit acquisitions - 71 - - - 71

Draw-downs/releases (2,063) (638) (647) (91) (30) (3,469)

Balance as at 28 February 2018 3,701 2,468 881 175 1,399 8,624

- of which current portion 1,051 509 814 175 379 2,928

- of which non-current portion 2,650 1,959 67 - 1,020 5,696

The “Tax dispute provision”, equal to Euro 3,409 thousand as at 28 February 2019 and
Euro 3,701 thousand as at 28 February 2018, was set aside mainly to hedge the liabilities
that could arise following disputes of a tax nature.

The “Provision for other disputes”, equal to Euro 3,142 thousand as at 28 February 2019
and Euro 2,524 thousand as at 28 February 2018, refers to disputes with former employees,
customers and suppliers. Note that as required by IFRS 3, Unieuro has reviewed the
provisional allocation of the cost of the business combination of the business unit Cerioni
in order to reflect new information about the circumstances at the acquisition date, which
led to an increase in provisions for disputes as at 28 February 2018 of Euro 56 thousand.

The “Onerous contracts provision”, equal to Euro 124 thousand as at 28 February 2019
and Euro 881 thousand as at 28 February 2018, refer to the provision allocated for
non-discretionary costs necessary to fulfil the obligations undertaken in certain rental
agreements.

The “Restructuring provision”, equal to Euro 359 thousand as at 28 February 2019 and
Euro 175 thousand as at 28 February 2018, refer mainly to the personnel restructuring
process of the closing sales outlets.

The “Other provisions for risks”, equal to Euro 2,032 as at 28 February 2019 and Euro
1,399 thousand as at 28 February 2018, mainly include: i) the provision for expenses
for the restoration of stores to their original condition set aside to cover the costs for
restoring the property when it is handed back to the lessor in cases where the contractual
obligation is the responsibility of the tenant; ii) the additional customer compensation
fund. The adjustment of the first time adoption date of IFRS 15 refers to the accounting
treatment of sales with return right; for more details, please refer to Note 2.7.1 Changes to
the accounting standards.

5.15 Other current liabilities and other non-current liabilities


A breakdown of the items “Other current liabilities” and “Other non-current liabilities” as
at 28 February 2019 and 28 February 2018 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Contract liabilities 127,956 -

Payables to personnel 35,383 34,879

Payables for VAT 14,667 17,102

Deferred income and accrued liabilities 4,332 101,281

Payables to welfare institutions 3,638 2,780

Payables for IRPEF (income tax) 3,037 2,481

Other tax payables 85 106

Other current liabilities 5 1,316

Payments on account from customers - 3,436

Total other current liabilities 189,103 163,381

Long-Term Incentive Plan cash bonus 1,440 692

Deposit liabilities 26 26

Total other non-current liabilities 1,466 718


Consolidated Financial Statements 230 - 231

The item “Other current liabilities” increased by Euro 25,722 thousand in the year ended
28 February 2019 compared with the year ended 28 February 2018. The increase in
the item recorded in the period in question is mainly due to greater liabilities from the
contract relating to the servicing of the extended warranty. Please note that following the
clarifications introduced by the new accounting standard IFRS 15, the liabilities relative to
the extended warranty service have been reclassified from Deferred income and accrued
liabilities to Liabilities from contract.

The balance of the item “Other current liabilities” is mainly composed of:
• liabilities from contract for Euro 127,956 thousand at 28 February 2019, mainly relating
to deferred revenues for extended warranty services. Revenue from sales is reported
according to the term of the contract, or the period for which there is a performance
obligation, thereby re-discounting sales pertaining to future periods. Note that
following the application of the new accounting standard IFRS 15, the Group amended
the accounting of commercial incentives recognised to customers accompanying
extended warranty services sold, the adoption of the standard had a particular impact
on the timing of the recognition of these revenues and has reclassified these liabilities
from Deferred income and accrued liabilities to Liabilities from contract. The item also
includes: (i) deposits received from customers; (ii) liabilities relative to vouchers; and
(iii) liabilities relative to sales with the right of return. For more details, please refer to
Note 2.7.1 Changes to the accounting standards;
• deferred income and accrued liabilities for Euro 4,332 thousand at 28 February
2019 (Euro 101,281 thousand at 28 February 2018), mainly relating to the recording
of amortisation using the straight line method, of operating lease contracts. Last
year, the item included the liabilities relating to the extended warranty service, which
after clarifications introduced by the new accounting standard IFRS 15, have been
reclassified under Liabilities from contract;
• payables to employees for Euro 35,383 thousand per 28 February 2019 (28 February
2018 Euro 34,879 thousand) consisting of debts for outstanding wages, holidays,
permissions, and thirteenth and fourteenth month pay. These payables refer to items
accrued but not yet settled;
• VAT payables of Euro 14,667 thousand at 28 February 2019 (Euro 17,102 thousand at 28
February 2018) composed of payables resulting from the VAT settlement with regard
to February 2019;

The item “Other non-current liabilities” increased to Euro 748 thousand in the year ended
28 February 2019 compared with the year ended 28 February 2018.

The balance of the item “Other non-current liabilities” is mainly composed of the reporting
of the monetary bonus in the share-based payment plan known as the Long Term Incentive
Plan for Euro 1,440 thousand. Following the resolutions passed by the Shareholders’
Meeting on 5 June 2018 and 29 June 2017 for the distribution of the dividend, a debit
relating to the monetary bonus accrued to managers and employees as set out in the
regulation was recorded. For more details, please see Note 5.27.
5.16 Trade payables
A breakdown of the item “Trade payables” as at 28 February 2019 and as at 28 February
2018 is shown below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018


Trade payables to third-parties 466,534 408,995
Trade payables to related-parties (1) -
Gross trade payables 466,533 408,995
Bad debt provision - amount due from suppliers 1,925 2,455
Total Trade payables 468,458 411,450

The balance includes payables relating to carrying out normal trade activities involving
the supply of goods and services.
Gross trade payables increased by Euro 57,538 thousand as at 28 February 2019 compared
with 28 February 2018. The increase is related to the increase in volumes handled as a
result of: (i) promotions run in February which involved product categories with improved
payment conditions compared with those of the previous year and (ii) an increase in the
number of stores as a result of the acquisitions and the new openings during the year
which involved an increase in the value of trade payables which was higher than that of
inventories.

The change in the “Bad debt provision and suppliers account debit balance”, related to
debt balances considered not yet recoverables, for the period from 29 February 2016 to
28 February 2019 is given below:

(Amounts in thousands of Euros) Bad debt provision - amount due from suppliers
Balance as at 28 February 2017 2,027
First Monclick consolidation 130
Provisions 488
Releases to the Income Statement -
Utilisation (190)
Balance as at 28 February 2018 2,455
Provisions 0
Releases to the Income Statement (170)
Utilisation (360)
Balance as at 28 February 2019 1,925

There are no payables for periods of more than 5 years or positions with a significant
concentration of payables.

5.17 Revenues
From 1 March 2018, the Group applied IFRS 15 retroactively with the cumulative effect at
the date of the first time adoption (i.e. 1 March 2018). Therefore, the information relating to
Consolidated Financial Statements 232 - 233

the comparison period have not been restated, namely they are presented in accordance
with IAS 18, IAS 11 and the related interpretations. For more details, please refer to Note
2.7.1 Changes to the accounting standards.

In the tables below the revenues are broken down by channel, category and geographic
market. The Group has identified just one operating segment, which is the entire company
and covers all the services and products provided to customers. The Group’s view of itself
as a single omnichannel business means that the company has identified a single Strategic
Business Unit (“SBU”). For more details, please refer to Note 4 Operating segments
information The Group’s revenues are affected by seasonal factors typical of the consumer
electronics market, which records higher revenues in the final part of every financial year.

Below is a breakdown of revenues by channel:

Year ended Changes


(in thousands of Euros and 28 February 28 February
as a percentage of revenues) 2019 % 201874 % Δ %

Retail 1,477,761 70.2% 1,327,866 70.9% 149,895 11.3%

Online 245,030 11.6% 184,980 9.9% 60,050 32.5%

Indirect 231,027 11.0% 209,003 11.2% 22,024 10.5%

B2B 117,105 5.6% 128,381 6.9% (11,276) (8.8%)

Travel 33,596 1.6% 23,562 1.3% 10,034 42.6%

Total 2,104,519 100.00% 1,873,792 100.00% 230,727 12.3%

The Retail channel books a rise in sales of 11.3% to Euro 1,477,761 thousand, mainly as
a result of the increase in the number of stores (+11 sales outlets on 28 February 2018)
and the good performance of the sales network on equal scope, driven in particular by
smartphones, TV and the vacuum segment.

The consolidated revenues of the Online channel stand at Euro 245,030 thousand, growth
of 32.5% compared with Euro 184,980 thousand in the same period of the previous year. For
the first time, this channel is the second contributor to total revenues of the Unieuro Group,
booking growth of Euro 60,050 thousand on last year. The reasons behind the success,
both in absolute value and market share, lie in the Group’s omnichannel strategy, which
assigns the physical sales outlet the valuable role of pick-up point, to the benefit of web
customers. The continuous innovation, linked to the continuous release of new platform
functions and improvements, the attention paid to contents and the effectiveness of the
digital communication campaigns have further strengthened the competitive advantage.

The Indirect channel75 (previously referred to as the Wholesale channel), which includes
turnover made with respect to the network of affiliated stores and revenues produced
in the large-scale retail chain, through partnerships with major industry operators, for a

74
For the purpose of better representation, supplies of goods to an ongoing customer operating in the
consumer electronics market without using the Unieuro brand was reclassified from the indirect channel to
the B2B channel.
75
For the purpose of better representation, supplies of goods to an ongoing customer operating in the consumer
electronics market without using the Unieuro brand was reclassified from the indirect channel to the B2B channel.
total of 275 sales outlets - recorded sales of Euro 231,027 thousand, up 10.5% on the Euro
209,003 thousand booked the same period of the previous financial year. Growth was
driven by the Large Retail segment, with the opening of the first 14 Unieuro shops-in-
shops by Iper in Iper, La grande i hypermarkets, under the scope of the partnership that
was made official last 10 January 2019.

The B2B channel76 - which targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment) - recorded sales of Euro 117,105 thousand,
down 8.8% on last year, due to the change in competition starting the last quarter.

Finally, the Travel channel - comprising 12 direct sales outlets located at some of the main public
transport hubs, such as airports and railway and underground railway stations - recorded
growth of 42.6% for a value of Euro 10,034 thousand, also thanks to the October 2018 opening
of the ex-DPS/Trony sales outlet at the underground railway station of Milan San Babila.

Below is a breakdown of revenues by category:

Year ended Changes


(in thousands of Euros and as a 28 February 28 February
percentage of revenues) 2019 % 201876 % Δ %

Grey 992,867 47.2% 883,984 47.2% 108,883 12.3%

White 548,547 26.1% 493,337 26.3% 55,210 11.2%

Brown 367,920 17.5% 325,980 17.4% 41,940 12.9%

Services 84,545 4.0% 66,757 3.6% 17,788 26.6%

Other products 110,640 5.3% 103,734 5.5% 6,906 6.7%

Total revenues by category 2,104,519 100.0% 1,873,792 100.0% 230,727 12.3%

The Grey category, namely cameras, video cameras, smartphones, tablets, computers and
laptops, monitors, printers, telephone system accessories, as well as all wearable technological
products, kept its incidence on total revenues unchanged at 47.2%, generating turnover of
Euro 992,867 thousand, up 12.3% on the Euro 883,984 thousand of last year, thanks to the
good performance of the telephone systems segment, which benefited from a mix movement
towards the top of the range and the good performance of several new models, as well as a
positive trend in sales of wearables and accessories, in particular earpieces.

The White category, composed of major domestic appliances (MDA) such as washing
machines, tumble driers, refrigerators or freezers and ovens, small domestic appliances
(SDA) such as vacuum cleaners, kettles, coffee machines as well as the climate control
segment, generated turnover of Euro 548,547 thousand, up 11.2% on the Euro 493,337
thousand of last year, thanks to the success of the vacuum segment and the increased
penetration of tumble driers and dishwashers.
76
The segmentation of sales by product category takes place on the basis of the classification adopted by the
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
Consolidated Financial Statements 234 - 235

The Brown category, comprising televisions and their accessories, audio devices, smart-
TV devices and car accessories, as well as memory storage systems, such as CDs/DVDs
or USB pen drives, booked period growth in revenues up to Euro 367,920 thousand
(+12.9% on the Euro 325,980 thousand of last year), benefiting from the growing success
of top-of-the-range televisions, in particular ultraHD and OLED, the good performance of
the audio segment and the driving effect of the 2018 football world cup.

The Services category recorded growth of 26.6% in consolidated revenues thanks to


the expansion of the sales network and the Unieuro Group’s continued focus on the
provision of services to its customers. Excellent performance for extended warranties
and consumer credit.

The Other products category recorded an increase in consolidated revenues of 6.7%;


this group includes both the sales of the entertainment sector and other products not
included in the consumer electronics market such as e-mobility. The performance was
driven by the good performance of gaming consoles, which offset the decline in sales of
products linked to electric mobility.

The table below contains a breakdown of the revenues per geographical area:

Period ended

(Amounts in thousands of Euros) 28 February 2019 28 February 201877


Abroad 4,682 9,058
Italy 2,099,837 1,864,734
Total 2,104,519 1,873,792

5.18 Other income


Below is a breakdown of the item “Other income” for the financial years ended 28 February
2019 and 28 February 2018:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018


Rental and lease income 1,851 1,588
Insurance reimbursements 1,670 1,858
Other income 822 2,949
Total Other Income 4,343 6,395

The item includes rental income relating to the sub-leasing of spaces for other activities,
and insurance claims relating to theft or damage caused to stores. Please note that during
the year, the following took place: (i) booking of the insurance reimbursement for Euro
1,520 thousand, obtained in connection with the 25 February 2017 fire at the Oderzo (TV)
sales outlet; and (ii) the reclassification to the item Revenues which took place following
77
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e.
1 March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations.
the clarifications introduced by the new accounting standard IFRS 15 of the charging
back of costs relating to the Unieuro Club loyalty scheme. For more details, please refer
to Note 2.7.1 Changes to the accounting standards.

5.19 Purchases of materials and external services


Below is a breakdown of the item “Purchases of materials and external services” for the
financial years ended 28 February 2019 and 28 February 2018:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Purchase of goods 1,684,306 1,500,427

Building rental and expenses 71,513 64,099

Transport 54,011 42,832

Marketing 49,996 50,368

Utilities 14,053 12,765

Maintenance and rental charges 12,403 10,498

General sales expenses 10,205 8,858

Other costs 9,710 8,055

Consulting 8,410 9,233

Purchase of consumables 5,910 4,629

Travel expenses 2,645 2,978

Purchase of intercompany goods

Payments to administrative and supervisory bodies 768 798

Total Purchases of materials and external services 1,923,930 1,715,540

Changes in inventory (48,593) (41,193)

Total, including the change in inventories 1,875,337 1,674,347

The item “Purchases of materials and external services”, taking into account the item “Change
in inventories”, rose from Euro 1,674,347 thousand as at 28 February 2018 to Euro 1,875,337
thousand in the year ended 28 February 2019, an increase of Euro 200,990 thousand or 12.0%.

The main increase is attributable to the item “Purchase of goods” for Euro 183,879
thousand mainly resulting from the increase in turnover due to (i) external and internal
growth actions, (ii) the favourable performance of the second half of the year, marked by
the truly excellent Black Friday and (iii) the significantly positive Christmas season.

The item “Building rental and expenses” rises by Euro 7,414 thousand on 28 February
2018, or 11.6%; this increase is due to the (i) run rate of acquisitions made during the
second part of the previous year; (ii) acquisitions made during the year ended on 28
February 2019 and (iii) the new openings made during the reference period.

The item “Transport” rose from Euro 42,832 thousand as at 28 February 2018 to Euro
54,011 thousand as at 28 February 2019, mainly as a result of the increased volume of
business and due to the increasing weight of home deliveries relating to online orders.
Consolidated Financial Statements 236 - 237

The item “Marketing” fell from Euro 50,368 thousand at 28 February 2018 to Euro 49,996
thousand at 28 February 2019. Marketing and advertising were structured and planned to
direct potential customers to physical sales outlets and to the Online channel. There was
a fall in traditional marketing activities in the year ended 28 February 2019, partly offset
by the increase in digital marketing activities.

The item “Utilities” increased by Euro 1,288 thousand compared with 28 February 2018 or 10.1%,
with the increase mainly due to the increase in the number of sales outlets recorded in the year.

The item “General sales expenses” increased from Euro 8,858 thousand at 28 February
2018 to Euro 10,205 thousand at 28 February 2019. The item mainly includes the cost of
fees on sales transactions with the increase due to the increase in turnover.

The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and
security. The item rose by Euro 1,655 thousand compared with 28 February 2018 or 20.5%
with the increase mainly relating to: (i) the increase in operating costs as a result of
the increase in stores following the acquisitions made from the second quarter of the
previous year and (ii) the increase in the cost of insurance, particularly following the
catastrophic events due to the fire at the Oderzo point of sale which took place on 25
February 2017 and the theft at the Piacenza warehouse which took place in August 2017
with a new insurance contract concluded with a new syndicate of insurers which led to an
increase in the premium. The effect of that item on revenues is substantially unchanged,
equal to 0.5% at 28 February 2019 (0.4% at 28 February 2018).

The item “Consultancy” fell from Euro 9,233 thousand at 28 February 2018 to Euro 8,410
thousand at 28 February 2019. This performance is due to the combined effect of: (i) a
decrease mainly relating to the costs incurred by the Company with regard to the listing
of the Company’s shares on the Mercato Telematico Azionario – STAR Segment of Borsa
Italiana S.p.A. which was concluded on 4 April 2017, (ii) an increase as a result of the
consultancy fees incurred for the merger project involving the subsidiary Monclick and
(iii) the increase in the costs incurred for strategic projects.

5.20 Personnel expenses


Below is a breakdown of the item “Personnel expenses” for the financial years ended 28
February 2019 and 28 February 2018:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018


Wages and salaries 122,357 113,598
Welfare expenses 36,748 32,429
Severance pay 8,146 7,604
Other personnel costs 2,627 2,665
Total personnel costs 169,878 156,296

Personnel costs went from 156,296 thousand in the year ended 28 February 2018 to Euro 168,878
thousand in the year ended 28 February 2019, an increase of Euro 13,582 thousand or 8.7%.
The item “Wages and salaries” increased by Euro 8,759 or around 7.7% with the increase due
mainly to (i) an increase in the number of employees following acquisitions and the opening
of new stores and (ii) the strengthening of certain strategic functions at the head office.

The item “Other personnel costs”, was equal to Euro 2,627 thousand at 28 February 2019
(Euro 2,665 thousand at 28 February 2018); this item mainly includes the reporting of
Euro 2,024 thousand as the cost for the share-based payment plan known as the Long
Term Incentive Plan concluded during the year. Refer to Note 5.27 for more details about
the share-based payment agreements.

5.21 Other operating costs and expenses


Below is a breakdown of the item “Other operating costs and expenses” for the financial
years ended 28 February 2019 and 28 February 2018:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Non-income based taxes 6,225 7,398

Provision made/(released) for supplier bad debts (170) 489

Provision made/(released) for the write-down of other assets - 178

Bad debt provision/(releases) - amount due from suppliers 100 146

Other operating expenses 290 320

Total other operating costs and expenses 6,445 8,531

”Other operating costs and expenses” went from Euro 8,531 thousand in the year ended
28 February 2018 to Euro 6,445 thousand in the year ended 28 February 2019, a decrease
of Euro 2,086 thousand or 24.5%.

The decrease is due to the combined effect of: (i) reduction of non-income tax and duties
and (ii) decline in the impairment of doubtful debt.

The item “Other operating costs” includes costs for charities, customs and capital losses.

5.22 Depreciation, amortisation and write-downs


Below is a breakdown of the item “Depreciation, amortisation and write-downs” for the
financial years ended 28 February 2019 and 28 February 2018:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Depreciation and amortisation of tangible fixed assets 18,080 15,517

Depreciation and amortisation of intangible fixed assets 7,115 5,222


Write-downs/(write backs) of tangible and intangible
fixed assets 2,373 989

Total depreciation, amortisation and write-downs 27,568 21,728


Consolidated Financial Statements 238 - 239

The item “Depreciation, amortisation and write-downs” went from Euro 21,728 thousand in
the year ended 28 February 2018 to Euro 27,568 thousand in the year ended 28 February
2019, a rise of Euro 5,840 thousand or 26.9%. The increase relates to the progressive
increase in investments made in recent years also related to new acquisitions.
The item “Write-downs/(write backs) of tangible and intangible fixed assets” increased in
the year ended 28 February 2019 compared with the year ended 28 February 2018 as a
result of the operations carried out at the sales outlets and as a result of the construction
of the new Piacenza logistics hub which led to the impairment of several assets in the old
warehouse. The item also includes the write-down of the assets relating to the stores for
which onerous contracts were identified, in other words rental agreements in which the
non-discretionary costs necessary for fulfilling the obligations undertaken outweigh the
economic benefits expected to be obtained from the contract.

5.23 Financial income and Financial expenses


Below is a breakdown of the item “Financial income” for the financial years ended 28
February 2019 and 28 February 2018:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Interest income 5 26

Other financial income 1,583 277

Total financial income 1,588 303

“Financial income” went from Euro 303 thousand in the year ended 28 February 2018
to Euro 1,588 thousand in the year ended 28 February 2019, an increase of Euro 1,285
thousand. The change is mainly due to the income from the removal of the acquisition
debt for Monclick S.r.l. of Euro 1,500 thousand recorded following the signing which took
place on 1 August 2018 of the settlement agreement with Project Shop Land S.p.A..

The breakdown of the item “Financial expense” is given below:

Year ended

(In migliaia di Euro) 28 February 2019 28 February 2018

Interest expense on bank loans 2,645 6,652

Other financial expense 1,607 1,281

Total Financial Expenses 4,252 7,933

“Financial expenses” went from Euro 7,933 thousand in the year ended 28 February 2018
to Euro 4,252 thousand in the year ended 28 February 2019, a decrease of Euro 3,681
thousand or 46.4%.

The item “Interest expense on bank loans” fell at 28 February 2019 by Euro 4,007 thousand
compared with the same period of the previous year; this decrease is mainly due to the signing,
on 22 December 2017, of the new Loan Agreement. The Loan Agreement has significantly
better conditions compared with the previous loan, particularly with regard to (i) a reduction
in the interest rate; (ii) the extension of the duration by five years; (iii) greater operational
flexibility related to the reduction in the number of funding institutions, covenants and
contractual restraints; as well as (iv) the removal of collateral in favour of the lending banks.

The item “Other financial expenses” equal to Euro 1,607 thousand as at 28 February 2019
(Euro 1,281 thousand as at 28 February 2018) mainly includes the interest relating to other
financial liabilities and the expenses related to the cash discounts given to customers.

5.24 Income taxes


Below is a breakdown of the item “Income taxes” for the financial years ended 28 February
2019 and 28 February 2018:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Current taxes (3,078) (1,676)

Deferred taxes liabilities 5,069 482

Tax provision allocation (66) 497

Total 1,925 (697)

The table below contains the reconciliation of the theoretical tax burden with the actual one:

Year ended
(In thousands of Euros and as a percentage
of the profit before tax) 28 February 2019 % 28 February 2018 %

Profit of period before taxes 26,970 11,655

Theoretical income tax (IRES) (6,473) 24.0% (2,797) 24.0%

IRAP (2,456) (9.1%) (1,255) (10.8%)


Tax effect of permanent differences and
other differences 10,920 40.5% 2,858 24.5%

Tax for the period 1,991 (1,194)

Accrual to/(release from) tax provision (66) 497

Total taxes 1,925 (697)

Actual tax rate 7.1% (6.0%)

The impact of taxes on income is calculated considering (accrual to)/release from tax
provision for tax disputes. In the financial years ended 28 February 2019 and 28 February
2018 the impact of taxes on the pre-tax result was 7.1% positive and 6.0% negative,
respectively; the fall was due to the recording of deferred tax income on tax losses of
Euro 7,241 thousand. For more details, please see Note 5.4.

It is hereby specified that beginning from 28 February 2019, Unieuro S.p.A. had exercised
an option for the Domestic Tax Consolidation regime, in the capacity of “Consolidating
Consolidated Financial Statements 240 - 241

Company” (pursuant to article 117 of Presidential Decree 917 of 22/12/1986) together


with the “Consolidated Company” which is Monclick S.r.l. The option makes it possible to
determine IRES debt (corporate income tax) due on a tax base which corresponds to the
algebraic sum of the taxable revenue and tax losses of the individual companies that are
included in the Consolidation.

The item “Allocation to tax provision” went from a release of Euro 497 thousand in the
financial year ended 28 February 2018 to a provision of Euro 66 thousand in the financial
year ended 28 February 2019.

5.25 Basic and diluted earnings per share


The basic earnings per share are calculated by dividing the result for the consolidated
period by the average number of ordinary shares. The details of the calculation are given
in the table below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Adjusted consolidated profit (loss) for the year [A] 28,895 10,958

Average number of shares (in thousands) [B] (1)


20,000 20,000

Basic and diluted earnings per share (in Euro) [A/B] 1.44 0.55

(1)
The average number of shares (in thousands) considered for the purpose of calculating the basic ear-
nings per share was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.

The details of the calculation of the diluted earnings per share are given in the table
below:

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Result for the period/financial year [A] 28,895 10,958

Average number of shares (in thousands) [B] (1)


20,000 20,000

Effect of the options on shares upon issuance [C] (2)


- 39

Diluted earnings per share (in Euro) [A/(B+C)] 1.44 0.55

The average number of shares (in thousands) considered for the purpose of calculating the diluted
(1)

earnings per share was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.
(2)
The effect of the share options on the issue, considered for the purpose of calculating the result for the
diluted earnings per share refers to the shares assigned under the share-based payment plan known as
the Long Term Incentive Plan which, as required by IFRS 2 can be converted based on the conditions
accrued in the respective financial years.
5.26 Statement of cash flows
The key factors that affected cash flows in the three years are summarised below:

Net cash flow generated/(absorbed) by operations

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Cash flow from operations

Consolidated profit (loss) for the year 28,895 10,958

Adjustments for:

Income taxes (1,925) 697

Net financial expenses (income) 2,664 7,630

Depreciation, amortisation and write-downs 27,568 21,728


(Profits)/losses from the sale of property, plant and
machinery

Other changes 1,325 1,386

58,527 42,399

Changes in:

- Inventories (48,814) (41,193)

- Trade receivables (1,716) 18,940

- Trade payables 50,964 52,669

- Other changes in operating assets and liabilities 27,332 21,213

Cash flow generated /(used) by operating activities 27,766 51,629

Taxes paid (741) -

Interest paid (3,240) (8,825)

Net cash flow from (used in) operating activities 82,312 85,203

The net cash flow from (used in) operating activities went from Euro 85,203 thousand in
the year ended 28 February 2018 to Euro 82,312 thousand in the year ended 28 February
2019. The positive cash generation is connected with the positive trend of revenues and
benefited from both external and internal growth actions and the favourable performance
of the second half of the year, marked by a truly excellent Black Friday and a very positive
Christmas season. This performance is partially offset by a rise in trade receivables
generated by the Indirect channel, as a result of the partnership stipulated with Finiper
during the year.
Consolidated Financial Statements 242 - 243

Cash flow generated (absorbed) by investment activities

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Cash flow from investment activities

Purchases of plant, equipment and other assets (29,386) (33,617)

Purchases of intangible assets (2,761) (9,270)

Collections from the sale of plant, equipment and other assets - 1

Investments for business combinations and business units (5,587) (14,485)

Net cash inflow from acquisition 233

Cash flow generated/(absorbed) by investing activities (37,734) (57,138)

Investment activities absorbed liquidity of Euro 37,784 thousand and Euro 57,138 thousand,
respectively, in the years ended 28 February 2019 and 28 February 2018.

With reference to the year ended 28 February 2019, the Company’s main requirements
involved:
• Investments in companies and business units of Euro 5,587 thousand relate to the
share of the purchase price paid for the business unit of DPS Group S.r.l. for Euro
3,400 thousand and the business unit of Galimberti S.p.A. for Euro 2,187 thousand;
• investments in plant, machinery and equipment of Euro 26,386 thousand, mainly relate
to interventions at sales outlets opened, relocated or renovated during the year;
• investments in intangible assets for Euro 2,761 thousand relative to the costs incurred
for the purchase of new hardware, software, licences, also in view of the necessary
regulatory adjustments in respect of privacy, telematic fees and electronic invoicing,
and start-up of existing applications with a view to the digitalisation of stores and the
development of advanced functions for online platforms with the goal of making each
customer’s omnichannel experience increasingly more practical and pleasant.

Cash flow generated/(absorbed) by financing activities

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Cash flow from investment activities

Increase/(Decrease) in financial liabilities (4,700) 16,529

Increase/(Decrease) in other financial liabilities 3,196 154

Distribution of dividends (20,000) (20,000)


Net cash and cash equivalents generated by financing
activities (21,504) (3,317)

Financing absorbed liquidity of Euro 21,504 thousand in the year ended 28 February 2019
and Euro 3,317 thousand for the year ended 28 February 2018.
The cash flow from financing activities as at 28 February 2019 mainly reflects:
• a decrease in financial liabilities of Euro 4,700 thousand mainly due to the use of the
hot money line for Euro 3,000 thousand and to the normal repayment of principal
shares of the Loan for Euro 7,500 thousand;
• an increase in other financial liabilities of Euro 3,196 thousand mainly due to the
increase in debts of assets subject to financial leasing;
• the distribution of a dividend of Euro 20,000 thousand as approved on 5 June 2018
by the Shareholders’ Meeting.

5.27 Share-based payment agreements


Long-Term Incentive Plan
On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the
adoption of a stock option plan known as the Long Term Incentive Plan (hereinafter the
“Plan” or “LTIP”) reserved for Executive Directors, associates and employees (executives
and others) of Unieuro. The Plan calls for assigning ordinary shares derived from a capital
increase with no option rights pursuant to Art. 2441, paragraphs 5 and 8 of the Italian Civil
Code approved by Unieuro’s Shareholders’ Meeting on the same date.
The Plan specifies the following objectives: (i) focusing the attention of the recipients
on the strategic factors of Unieuro and the Group, (ii) retaining the recipients of the plan
and encouraging their remaining with Unieuro and/or other companies of the Group, (iii)
increasing the competitiveness of Unieuro and the Group in their medium-term objectives
and identifying and facilitating the creation of value both for Unieuro and the Group and
for its shareholders, and (iv) ensuring that the total remuneration of recipients of the Plan
remains competitive in the market.
The implementation and definition of specific features of the Long Term Incentive Plan were
referred to the same Shareholders’ Meeting for specific definition by the Unieuro Board of
Directors. On 29 June 2017, the Board of Directors approved the plan regulations for the
plan (following the “Regulations”) whereby the terms and conditions of implementation
of Long Term Incentive Plan were determined.
The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.

The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to
the conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
• Recipients : the Plan is addressed to Directors with executive type positions,
associates and employees (managers and others) of Unieuro (“Recipients”) that were
identified by the Board of Directors within those who have an ongoing employment
relationship with Unieuro and/or other companies of the Group. Identification of
the Recipients was made on the basis of a discretionary judgment of the Board
of Directors that, given the purpose of Long Term Incentive Plan, the strategies of
Unieuro and the Group and the objectives to be achieved, took into account, among
other things, the strategic importance of the role and impact of the role on the
pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
Consolidated Financial Statements 244 - 245

ordinary shares in Unieuro for a maximum of 860,215 options, each of which entitling
the bearer to subscribe one newly issued ordinary share (“Options”). If the target is
exceeded with a performance of 120%, the number of Options will be increased up
to 1,032,258. A share capital increase was approved for this purpose for a nominal
maximum of Euro 206,452, in addition to the share premium, for a total value (capital
plus premium) equal to the price at which Unieuro’s shares will be placed on the MTA
through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights : the subscription of the shares can only be carried out after 31 July
2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options
will happen on 31 July 2020 provided that: (i) the working relationship with the
Recipient persists until that date, and (ii) the objectives are complied with, in terms
of distributable profits, as indicated in the business plan on the basis of the following
criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to Euro 11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Plan until
completion of the vesting period (29 February 2020) with the exercise of company
rights pertaining to the Shares obtained during that year with the exercise of
Subscription Rights;
• Duration: the Plan covers a time horizon of five years, 2018- 2025.

In the financial statements the evaluation of the probable market price of the options
is recorded using the binomial method. The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the Recipients leaving the plan, which ranges from 5% to 15% and the probability of
achieving the performance targets 100%, were taken into account.
In determining the fair value at the allocation date of the share-based payment, the
following data was used:

Fair value at grant date €7.126

Price of options at grant date €16.29

Exercise price €11.00

Anticipated volatility 32%

Duration of the option 5.5 years

Expected dividends Expected dividends 2018-2020

Risk-free interest rate (based on government bonds) 0%

The number of outstanding options is as follows:

Number of options 28 February 2019

Existing at the start of the financial year 831,255

Exercised during the financial year -

Granted during the financial year -

Contribution from merger -

Withdrawn during the financial year (bad leaver) -

Existing at the end of the financial year 831,255

Not allocated at the beginning of the financial year 28,960

Exercisable at the end of the financial year -

Not granted at the end of the financial year 28,960

5.28 Business unit combinations


Acquisition of the business unit DPS Group S.r.l. in fallimento
On 23 August 2018, Unieuro completed the acquisition of the business unit DPS Group
S.r.l. in fallimento (“DPS”), composed of 8 sales outlets located in the provinces of Milan
(3), Imperia (2), Padua, Potenza and Taranto.

The acquisition has a strong strategic value for Unieuro as it allows it to significantly strengthen
its presence in Milan. The procurement price, paid in full, was Euro 3,400 thousand.

The values relating to assets acquired and liabilities assumed are reflected in the financial
statements from the date Unieuro acquired control, namely from 23 August 2018.
Consolidated Financial Statements 246 - 247

The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired Identifiable Recognised


Assets / Assets / assets
(Amounts in thousands of Euros) (Liabilities) (Liabilities) (liabilities)
Plant, machinery, equipment and other assets and
intangible assets with finite useful life 213 - 213

Total net identifiable assets 213 - 213

The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:

(Amounts in thousands of Euros) 28 February 2019

Transaction consideration (3,400)

% Acquired 100%

Acquired Assets (liabilities) 213

Fair Value adjustment of acquired assets (liabilities) 0

Excess Price to be Allocated (3,187)

Key Money 1,947

Residual goodwill 1,240

Retail 1,240

As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under IAS
38. The Key Money paid for the opening of the sales outlets was considered as a payout cost
related to a real estate lease and feature a relation between the location of the sales outlet and
factors such as the number of visitors, the prestige of having a sales outlet in a certain location
and a presence in an area where there is a competitor. The Company used external consultants
with proven experience to evaluate the fair value who, using evaluation methods in line with
the best professional practices, estimated the value of the Key Money at Euro 1,947 thousand.
The residual goodwill measured during the business combination of Euro 1,240 thousand
was allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel
distribution channels.

Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
Acquisition of the Galimberti S.p.A. business unit
Following participation in the competitive procedure launched by the Court of Milan, on 10
October 2018, Unieuro was awarded the contract for a business unit of Galimberti S.p.A.,
in an arrangement with creditors. The business unit is made up of 5 stores currently under
the Euronics brand, located in Villafranca di Verona, San Giorgio delle Pertiche (Padua),
Castelfranco Veneto (Treviso), Pergine Valsugana (Trento) and Fiume Veneto (Pordenone).

The acquisition, concluded on 30 October 2018, guarantees Unieuro efficient, capillary


cover of north-east Italy.

The price for the sale of the company is Euro 2,489 thousand of which Euro 500 thousand
paid by way of deposit.

The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired Identifiable Recognised


assets assets assets
(Amounts in thousands of Euros) (liabilities) (liabilities) (liabilities)
Plant, machinery, equipment and other assets and
intangible assets with finite useful life 134 0 134

Other current assets/liabilities (223) 0 (223)

Employee benefits (79) 0 (79)

Total net identifiable assets (168) 0 (168)

The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:

(Amounts in thousands of Euros) 28 February 2019

Transaction consideration (2,489)

Assumption of debt of personnel 302

Transaction consideration excluding assumption of personnel debt (2,187)

% Acquired 100%

Acquired Assets (liabilities) (168)

Fair Value adjustment of acquired assets (liabilities) 0

Excess Price to be Allocated (2,355)

Key Money 473

Retail 473

Residual goodwill 1,882

Retail 1,882

As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. The Key Money paid for the opening of the sales outlets was considered as a
payout cost related to a real estate lease and feature a relation between the location of
Consolidated Financial Statements 248 - 249

the sales outlet and factors such as the number of visitors, the prestige of having a sales
outlet in a certain location and a presence in an area where there is a competitor. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at Euro 473 thousand.

The residual goodwill measured during the business combination of Euro 1,882 thousand
was allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel
distribution channels.

Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.

6. Related-party transactions

The tables below summarise the Group’s credit and debt relations with related parties as
at 28 February 2019 and as at 28 February 2018:

Credit and debt relations with related-parties


(Amounts in thousands of Euros) as at 28 February 2019
Total
Pallacanestro balance Impact on
Forlì 2.015 Statutory Board of Main sheet balance
Type s.a r.l. Auditors directors managers Total item sheet item

At 28 February 2019
Other current
liabilities - (96) (233) (278) (607) 189,103 (0.3%)
Other non-
current liabilities - - (1,440) (1,440) 1,466 (98.2%)

Total - (96) (233) (1,718) (2,047)

(Amounts in Credit and debt relations with related-parties


thousands of Euros) as at 28 February 2018
Total
balance Impact on
Statutory Board of Main sheet balance
Type Auditors directors managers Total item sheet item

At 28 February 2018

Other current liabilities (75) (190) (365) (630) (163,381) 0.4%

Other non-current liabilities - - (487) (487) (718) 67.8%

Total (75) (190) (852) (1,117)


The following table summarises the economic relations of the Group to related parties as
at 28 February 2019 and as at 28 February 2018:

Economic relations with related parties


(Amounts in thousands of Euros) as at 28 February 2019
Impact
Total on
Pallacanestro balance balance
Forlì 2.015 Statutory Board of Main sheet sheet
Type s.a r.l. Auditors directors managers Total item item

At February 2019
Purchases of
materials and
external services (262) (97) (690) - (1,049) (1,923,930) 0.1%

Personnel costs - - (5,105) (5,105) (169,878) 3.0%

Total (262) (97) (690) (5,105) (6,154)

Economic relations with related parties


(Amounts in thousands of Euros) as at 28 February 2018
Impact on
Rhône Total balance
Statutory Capital Board of Main balance sheet
Type Auditors II L.P. directors managers Total sheet item item

At February 2018
Purchases of
materials and
external services (87) (151) (571) - (809) (1,715,540) 0.0%
Personnel costs - - - (4,608) (4,608) (156,296) 2.9%
Total (87) (151) (571) (4,608) (5,417)
Consolidated Financial Statements 250 - 251

For the periods concerned, related-party receivable/payable and income statement


positions were mainly for:

• Stock option plan known as the Long Term Incentive Plan reserved to Executive
directors, contractors and employees of Unieuro. The Plan calls for assigning ordinary
shares derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code;

• relations with Directors and Main Managers, summarised in the table below:

Main managers

Year ended 28 February 2019 Year ended 28 February 2018


Chief Executive Officer - Giancarlo Nicosanti Chief Executive Officer - Giancarlo Nicosanti
Monterastelli Monterastelli

Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Chief Corporate Development Officer - Andrea
Scozzoli Scozzoli

Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri

Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco

The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Group’s cash flows with related parties as at 28 February
2019 and as at 28 February 2018:

(Amounts in thousands of Euros)


Pallacanestro Italian
Forlì 2.015 Electronics Statutory
Type s.a r.l. Holdings Ni.Ma S.r.l. Auditors
Period from 1 March 2017
to 28 February 2018
Net cash flow from (used in)
operating activities - 4,221 50 (41)
Cash flow generated/(absorbed)
by financing activities - (9,598) - -

Total - (5,377) 50 (41)


Period from 1 March 2018
to 28 February 2019
Net cash flow from (used in)
operating activities (262) - - (76)
Cash flow generated/(absorbed)
by financing activities - (6,760) - -

Total (262) (6,760) - (76)


Consolidated Financial Statements 252 - 253

Related parties
Impact on
Rhône Capital Board of Main Total balance balance sheet
II L.P. directors managers Total sheet item item

(231) (798) (3,428) (227) 85,203 -0.3%

- - - (9,598) (3,317) 289.4%

(231) (798) (3,428)

- (647) (2,815) (4,062) 82,312 -4.9%

- - - (6,760) (21,504) 31.4%

- (647) (2,815)
7. Other information

Contingent liabilities
Based on the information currently available, the Directors of the Company believe that,
at the date of the approval of these financial statements, the provisions set aside are
sufficient to guarantee the correct representation of the financial information.

Guarantees granted in favour of third-parties

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Guarantees and sureties in favour of:

Parties and third-party companies 47,383 32,072

Total 47,383 32,072

Operating lease assets


The Company has commitments mainly resulting from lease agreements for premises
where sales activities are conducted (stores) and administration and control activities
(corporate functions at the Forlì offices) and logistics warehouses for the management
of inventories.

As at 28 February 2019, the amount of rental fees due for operating lease agreements is
given below:

Period ended 28 February 2019


Within the Between 1 More than 5
(Amounts in thousands of Euros) financial year and 5 years years Total
Rental fees due for operating lease
agreements 37,747 54,279 6,499 98,525

As at 28 February 2018, the amount of rental fees due for operating lease agreements is
given below:

Period ended 28 February 2018


Within the Between 1 More than 5
(Amounts in thousands of Euros financial year and 5 years years Total
Rental fees due for operating lease
agreements 52,219 35,919 289 88,427

The rent still due to operating lease agreements reported an increase of Euro 10,098
thousand in the year ended 28 February 2019 compared with the year ended 28 February
2018, mainly due to the combined effect of: (i) taking over the rental agreements of
the sales outlets acquired, (ii) new openings of sales outlets during the year and (iii)
renegotiation with some landlords of the main contractual conditions.
Consolidated Financial Statements 254 - 255

Disclosure on transparency obligations in the system of public grants


(Italian Law no. 124/2017, Art. 1 paragraphs 125-129) 
As required by legislation regulating transparency in public grants introduced by
Article 1, paragraphs 125-129 of Italian Law no. 124/2017 as subsequently supplemented
by the “Security” Decree Law (no. 113/2018) and the “Simplification” Decree Law (no.
135/2018), reference is made to the National Register of State Aid. Please note that
the Group benefited from general measures open to all businesses coming under the
general structure of the definitive reference system by the State, such as, merely by way
of example, benefits relative to super and hyper amortisation. In the year ended on 28
February 2019, the Group did not receive additional grants, contributions and economic
advantages of any type from the public administrations and equivalents, from companies
controlled by public administrations and from jointly publicly held companies.

Payments to the independent auditors


Payments to the independent auditors and its network for legally-required audits and
other services as at 28 February 2019 are highlighted below:

Prices
Type of service Entity providing the service (in thousands of euros)

Audit KPMG S.p.A. 639

Certification services KPMG S.p.A. 18

Other services KPMG S.p.A. 230

Other services KPMG Advisory S.p.A. 47

Total 934

Subsequent events
No events occurred after the reference date of the separate financial statements that
require adjustments to the values reported in the financial statements.

Completion of the Pistone transaction


On 1 March 2019, Unieuro completed purchase of 100% of the share capital of Carini
Retail S.r.l., the company formerly owned by Pistone S.p.A. and holder of a business unit
comprising 12 sales outlets in Sicily.
The integration began immediately and entailed the progressive adoption of the Unieuro
brand by the new sales outlets, completion of which was celebrated by a high-impact
local communication campaign.
The price agreed for the purchase of the investment in the newco is Euro 17.4 million and
is regulated in three tranches: Euro 6 million at closing, Euro 6 million 12 months later and
Euro 5.4 million after a further 12 months.
Differently to the transactions carried out to date, Unieuro also separately acquired the
goods inventories of Pistone S.p.A. This made it possible to speed up the reopening
of the stores under the Unieuro brands, thereby guaranteeing continuity of service to
customers and minimising the extraordinary costs linked with the days of forced closure.
Parallel to the integration of the former Expert stores, Unieuro also started using the
logistics platform offered by Pistone S.p.A., again in Carini, which has become the
secondary hub of the chain directly servicing the central platform of Piacenza.
Unieuro will thus significantly improve the service offered to Sicilian customers and
develop cost synergies in restocking direct and indirect sales outlets in Sicily and Calabria,
as well as making home deliveries to web customers.

Opening of 5 Additional Unieuro by Iper


On 14 March 2019, 5 new shop-in-shops were opened in as many hypermarkets of Iper, la
Grande i. The number of sales outlets under the Unieuro by Iper brand thus reached 19
units.

Unieuro’s app enhanced thanks to “augmented reality”


With the goal of developing a more and more personalized customer journey, Unieuro
announced at the end of April a new and innovative feature in its App: augmented reality,
that will give the possibility to simulate the real presence of large household appliances
and TV in a specific environment, in order to easily chose the best solutions for the
environment itself.

Market leadership
On 15 March, the Board of Directors examined some of the preliminary results of the
year ended on 28 February 2019. In light of the revenues standing at 2.1 billion euros,
for the first time ever, Unieuro is a market leader, no longer just in terms of number of
sales outlets and profitability, but also business volumes. And this leadership position
is set to increase even further in the current year, with the consolidation of the former
Pistone stores, the start-up of the Unieuro shops-in-shops by Iper and the incremental
contribution of purchases and new openings completed in the last twelve months.
Consolidated Financial Statements 256 - 257

Appendix 1
Statement of Financial Position as at 28/02/2019 prepared applying the provisions
pursuant to Consob Resolution 15519 of 27/07/2006 and Consob Communication
DEM/6064293 of 28/07/2006.

Year ended
28 February Of which with Weight 28 February Of which with Weight
(Amounts in thousands of Euros) 2019 Related-Parties % 2018 Related-Parties %
Plant, machinery, equipment and
other assets 84,942 74,831

Goodwill 177,965 174,843


Intangible assets with a definite
useful life 28,312 25,034

Deferred tax assets 35,179 30,105

Other non-current assets 2,493 2,371

Total non-current assets 328,891 - 0.0% 307,184 - 0.0%

Inventories 362,342 313,528

Trade receivables 41,288 39,572

Current tax assets 2,118 3,147

Other current assets 19,773 16,157

Cash and cash equivalents 84,488 61,414

Assets held for sale - -

Total current assets 510,009 - 0.0% 433,818 - 0.0%

Total Assets 838,900 - 0.0% 741,002 - 0.0%

Share capital 4,000 4,000

Reserves 29,558 105,996

Profit/(loss) carried forward 57,319 (5,892) (10.3%) (32,780) (5,417) 16.5%

Profit/(Loss) of third parties - -


Total shareholders’ equity 90,877 (5,892) (6.5%) 77,216 (5,417) (7.0%)

Financial liabilities 31,112 40,518

Employee benefits 10,994 11,179

Other financial liabilities 12,771 12,195

Provisions 7,718 5,696

Deferred tax liabilities 3,712 2,448

Other non-current liabilities 1,466 1,440 98.2% 718 487 67.8%

Total non-current liabilities 67,773 1,440 2.1% 72,754 487 0.7%

Financial liabilities 12,455 6,961

Other financial liabilities 7,683 6,256

Trade payables 468,458 411,450

Current tax liabilities 1,204 -

Provisions 1,348 2,984

Other current liabilities 189,102 607 0.3% 163,381 630 0.4%

Total current liabilities 680,250 607 0.1% 591,032 630 0.1%


Total liabilities and shareholders’
equity 838,900 (3,845) (0.5%) 741,002 (4,300) (0.6%)
Appendix 2
Income Statement as at 28/02/2019 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
Of which
28 Of which 28 with
(Amounts in February with Related- Weight February Related- Weight
thousands of Euros) 2019 Parties % 2018 Parties %

Revenue 2,104,519 1,873,792

Other income 4,343 6,395 0.0%

Total revenue and income 2,108,862 - 0.0% 1,880,187 0 0.0%


Purchases of materials and
external services (1,923,930) (1,049) 0.0% (1,715,540) (809) 0.0%

Personnel costs (169,878) (5,105) 3.0% (156,296) (4,608) 2.9%

Changes in inventory 48,593 41,193


Other operating costs and
expenses (6,445) (8,531)

Gross operating profit 57,202 (6,154) (10.8%) 41,013 (5,417) (13.2%)


Amortization, depreciation
and impairment losses (27,568) (21,728)

Operating profit 29,634 (6,154) (20.8%) 19,285 (5,417) (28.1%)

Financial income 1,588 303

Financial expenses (4,252) (7,933) 0.0%

Profit before tax 26,970 (6,154) (22.8%) 11,655 (5,417) (46.5%)

Income taxes 1,925 (697)


Consolidated profit/(loss)
for the year 28,895 (6,154) (21.3%) 10,958 (5,417) (49.4%)
Consolidated Financial Statements 258 - 259

Appendix 3
Cash Flow Statement as at 28/02/2019 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
Of which Of which
with with
28 February Related- 28 February Related-
(Amounts in thousands of Euros) 2019 Parties Weight % 2018 Parties Weight %

Cash flow from operations

Profit (loss) for the year 28,895 (6,154) (21.3%) 10,958 (5,417) (49.4%)

Adjustments for: - -

Income taxes (1,925) 697

Net financial expenses (income) 2,664 7,630

Depreciation, amortisation and write-downs 27,568 21,728

Other changes 1,325 1,424 107.5% 1,386 952 68.7%

58,527 (4,730) (8.1%) 42,399 (4,465) (10.5%)

Changes in:

- Inventories (48,814) (41,193)

- Trade receivables (1,716) - 0.0% 18,940 244 1.3%

- Trade payables 50,964 - 0.0% 52,669 (15) (0.0%)

- Other changes in operating assets and liabilities 27,332 930 3.4% 21,213 4,009 18.9%
Cash flow generated /(used) by operating
activities 27,766 (3,800) (13.7%) 51,629 (227) (0.4%)

Taxes paid (741) -

Interest paid (3,240) (8,825)

Net cash flow from (used in) operating activities 82,312 (3,800) (4.7%) 85,203 (227) (0.3%)

Cash flow from investment activities

Purchases of plant, equipment and other assets (29,386) (33,617)

Purchases of intangible assets (2,761) (9,270)


Collections from the sale of plant, equipment and
other assets - 1
Investments for business combinations and
business units (5,587) (14,485)
Cash flow generated/(absorbed) by investing
activities (37,734) - 0.0% (57,371) - 0.0%

Cash flow from investment activities

Increase/(Decrease) in financial liabilities (4,700) 16,529

Increase/(Decrease) in other financial liabilities 3,196 154

Distribution of dividends (20,000) (6,760) 34% (20,000) (9,598) 48%


Cash flow generated/(absorbed) by financing
activities (21,504) (6,760) 31.4% (3,317) (9,598) 289.4%
Net increase/(decrease) in cash and cash
equivalents 23,074 (10,560) (45.5%) 24,515 (9,825) (40.1%)

Opening cash and cash equivalents 61,414 36,666


Net increase/(decrease) in cash and cash
equivalents 23,074 24,748

Closing cash and cash equivalents 84,488 61,414


Appendix 4
Income Statement as at 28/02/2019 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
28 Of which 28 Of which
(Amounts in February non- Weight February non- Weight
thousands of Euros) 2019 recurring % 2018 recurring %

Revenue 2,104,519 1,873,792

Other income 4,343 1,809 41.7% 6,395 929 14.5%

Total revenue and income 2,108,862 1,809 0.1% 1,880,187 929 0.0%
Purchases of materials and
external services (1,923,930) (6,901) 0.4% (1,715,540) (14,338) 0.8%

Personnel costs (169,878) (3,155) 1.9% (156,296) (5,902) 3.8%

Changes in inventory 48,593 41,193 0.0


Other operating costs and
expenses (6,445) (189) 2.9% (8,531) (614)

Gross operating profit 57,202 (8,436) (14.7%) 41,013 (19,925) (48.6%)


Amortization, depreciation
and impairment losses (27,568) (320) 1.2% (21,728)

Operating profit 29,634 (8,756) (29.5%) 19,285 (19,925) (103.3%)

Financial income 1,588 303

Financial expenses (4,252) 1,500 (35.3%) (7,933) (3,128)

Profit before tax 26,970 (7,256) (26.9%) 11,655 (23,053) (197.8%)

Income taxes 1,925 (697)


Consolidated profit/(loss)
for the year 28,895 (7,256) (25.1%) 10,958 (23,053) (210.4%)
Consolidated Financial Statements 260 - 261

ATTESTATION OF THE
CONSOLIDATED FINANCIAL
STATEMENTS AS AT
28 FEBRUARY 2019, IN
ACCORDANCE WITH ART.
81-TER OF THE CONSOB
REGULATION 11971 OF 14 MAY
1999 AS SUBSEQUENTLY
AMENDED AND INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, as Chief Executive Officer, and
Italo Valenti, as the manager in charge of preparing the Unieuro Group’s corporate and
accounting documents, hereby certify, also considering the provisions of Article 154-bis,
paragraphs 3 and 4 of Legislative Decree No. 58 of 24 February 1998:
• the adequacy in relation to the company’s characteristics; and
• the effective implementation of the administrative and accounting procedures for the
preparation of the consolidated financial statements of the Unieuro Group in financial
year 2019.

It is also certified that the FY 2019 consolidated financial statements of the Unieuro Group:
• were prepared in accordance with the applicable international accounting standards
recognised in the European Community pursuant to Regulation (EC) 1606/2002 of
the European Parliament and of the Council of 19 July 2002;
• correspond to the results of the books and accounting records;
• provide a true and accurate representation of the balance sheet, income statement and
financial position of the issuer and of all the companies included in the consolidation.

The Directors’ Report contains a reliable analysis of operating performance and results
and of the position of the issuer and all companies included in consolidation, together
with a description of the main risks and uncertainties to which they are exposed.

08 May 2019

Giancarlo Nicosanti Monterastelli Italo Valenti


Chief Executive Officer Executive Officer Responsible
for the preparation of the financial
statements of the company
KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it

(Translation from the Italian original which remains the definitive version)

Independent auditors’ report pursuant to article 14 of


Legislative decree no. 39 of 27 January 2010 and article 10
of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of
Unieuro S.p.A.

Report on the audit of the consolidated financial statements

Opinion
We have audited the consolidated financial statements of the Unieuro Group (the
“group”), which comprise the statement of financial position as at 28 February 2019,
the income statement and statements of comprehensive income, changes in equity
and cash flows for the year then ended and notes thereto, which include a summary
of the significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the
financial position of the Unieuro Group as at 28 February 2019 and of its financial
performance and cash flows for the year then ended in accordance with the
International Financial Reporting Standards endorsed by the European Union and the
Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (ISA
Italia). Our responsibilities under those standards are further described in the
“Auditors’ responsibilities for the audit of the consolidated financial statements”
section of our report. We are independent of Unieuro S.p.A. (the “parent”) in
accordance with the ethics and independence rules and standards applicable in Italy
to audits of financial statements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.

Key audit matters


Key audit matters are those matters that, in our professional judgement, were of most
significance in the audit of the consolidated financial statements of the current year.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Società per azioni


Capitale sociale
Euro 10.345.200,00 i.v.
Ancona Aosta Bari Bergamo Registro Imprese Milano e
Bologna Bolzano Brescia Codice Fiscale N. 00709600159
Catania Como Firenze Genova R.E.A. Milano N. 512867
Lecce Milano Napoli Novara Partita IVA 00709600159
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del Padova Palermo Parma Perugia VAT number IT00709600159
network KPMG di entità indipendenti affiliate a KPMG International Pescara Roma Torino Treviso Sede legale: Via Vittor Pisani, 25
Cooperative (“KPMG International”), entità di diritto svizzero. Trieste Varese Verona 20124 Milano MI ITALIA
Consolidated Financial Statements 262 - 263

Unieuro Group
Independent auditors’ report
28 February 2019

Recoverability of goodwill
Notes to the consolidated financial statements: note 2.6 - The use of estimates and
valuations in the preparation of the consolidated financial statements; note 2.7.2 -
Significant accounting policies; note 5.2 - Goodwill

Key audit matter Audit procedures addressing the key


audit matter
The consolidated financial statements at 28 Our audit procedures, which also involved
February 2019 include goodwill of €178.0 our own specialists, included:
million. — understanding and analysing the
The directors determine the recoverable process adopted to prepare the
amount of goodwill by calculating its value in impairment tests approved by the
use. This method, by its very nature, requires parent’s board of directors on 8 May
a high level of directors’ judgement about the 2019;
forecast operating cash flows during the — understanding and analysing the
calculation period, as well as the discount process used to draft the plan;
and growth rates of those cash flows.
— analysing the reasonableness of the
The directors have forecast the operating main assumptions used by the directors
cash flows used for impairment testing on to determine the recoverable amount of
the basis of the data included in the 29 goodwill, including the plan’s operating
February 2020 to 29 February 2024 business cash flows. Our analyses included
plan, which was originally approved by the comparing the main assumptions used
parent’s board of directors on 12 December to the group’s historical data and
2016 and subsequently updated by it on 17 external information, where available;
April 2018 and 8 May 2019 (the “plan”), and
of the revenue’s and related profitability’s — analysing the valuation models adopted
estimated long-term growth rates. by the directors for reasonableness and
consistency with professional practice;
For the above reasons, we believe that the
recoverability of goodwill is a key audit — checking the sensitivity analyses
matter. disclosed in the notes with reference to
the main assumptions used for
impairment testing, including the
weighted average cost of capital, the
long-term growth rate and the sensitivity
of gross operating profit;
— assessing the appropriateness of the
disclosures provided in the notes about
goodwill and the related impairment test.

Premiums and contributions from suppliers


Notes to the consolidated financial statements: note 2.6 - Use of estimates and
judgements in the preparation of the consolidated financial statements; note 2.7.2 -
Significant accounting policies

Key audit matter Audit procedures addressing the key


audit matter
The group has contracts for the supply of Our audit procedures included:
goods which include the receipt of premiums
and, in certain circumstances, contributions. — understanding the process adopted to
These premiums and contributions are calculate premiums and contributions
recognised either as a percentage of the from suppliers through meetings and
quantities purchased, or as a fixed figure on discussions with the group’s
management;

2
Unieuro Group
Independent auditors’ report
28 February 2019

the quantities purchased or sold, or as a — assessing the design and


defined contribution. implementation of controls and
Especially with reference to those performing procedures to assess the
agreements whose term falls after the operating effectiveness of material
reporting date, which account for a minor controls;
share of the premiums and contributions for — obtaining audit evidence supporting the
the year, their calculation is a complex check of the existence and accuracy of
accounting estimate entailing a high level of premiums and contributions from
judgement as it is affected by many factors. suppliers, including through external
The parameters and information used for the confirmations;
estimate are based on the purchased or sold — checking the accuracy of the premium
volumes and valuations that consider and contribution calculation database, by
historical figures of premiums and tracing the amounts to the general
contributions actually paid by suppliers. ledger and sample-based checks of
For the above reasons, we believe that the supporting documentation;
recoverability of premiums and contributions — checking the mathematical accuracy of
from suppliers is a key audit matter. premiums and contributions from
suppliers;
— analysing the reasonableness of the
assumptions in the estimate through
discussions with the relevant internal
departments, comparison with historical
figures and our knowledge of the group
and its operating environment;
— assessing the appropriateness of the
disclosures provided in the notes about
premiums and contributions from
suppliers.

Measurement of inventories
Notes to the consolidated financial statements: note 2.5 - Use of estimates and
judgements in the preparation of the consolidated financial statements; note 2.7.2 -
Significant accounting policies; note 5.6 - Inventories

Key audit matter Audit procedures addressing the key


audit matter
The consolidated financial statements at 28 Our audit procedures included:
February 2019 include inventories of €362.3
million, net of the allowance for inventory — understanding the process for the
write-down of €9.8 million. measurement of inventories and
assessing the design and
Determining the allowance for goods write- implementation of controls and
down is a complex accounting estimate, procedures to assess the operating
entailing a high level of judgement as it is effectiveness of material controls;
affected by many factors, including:
— checking the accuracy of the inventory
— the characteristics of the group’s calculation algorithm;
business segment; — checking the method used to calculate
— the sales’ seasonality, with peaks in the allowance for inventory write-down
November and December; by analysing documents and discussions
— the decreasing price curve due to with the relevant internal departments;
technological obsolescence of products; — checking the mathematical accuracy of
the allowance for inventory write-down;

3
Consolidated Financial Statements 264 - 265

Unieuro Group
Independent auditors’ report
28 February 2019

— the high number of product codes — analysing the reasonableness of the


handled. assumptions used to measure the
allowance for inventory write-down
For the above reasons, we believe that the through discussions with the relevant
measurement of inventories is a key audit internal departments and analysis of age
matter. bands and write-down rates applied;
comparing the assumptions with
historical figures and our knowledge of
the group and its operating environment;
— comparing the estimated realisable
value to the inventories’ carrying amount
by checking management reports on
average sales profits;
— assessing the appropriateness of the
disclosures provided in the notes about
inventories.

Responsibilities of the parent’s directors and board of statutory auditors


(“Collegio Sindacale”) for the consolidated financial statements
The directors are responsible for the preparation of consolidated financial statements
that give a true and fair view in accordance with the International Financial Reporting
Standards endorsed by the European Union and the Italian regulations implementing
article 9 of Legislative decree no. 38/05 and, within the terms established by the
Italian law, for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
The directors are responsible for assessing the group’s ability to continue as a going
concern and for the appropriate use of the going concern basis in the preparation of
the consolidated financial statements and for the adequacy of the related disclosures.
The use of this basis of accounting is appropriate unless the directors believe that the
conditions for liquidating the parent or ceasing operations exist, or have no realistic
alternative but to do so.
The Collegio Sindacale is responsible for overseeing, within the terms established by
the Italian law, the group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial


statements
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISA Italia will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.

4
Unieuro Group
Independent auditors’ report
28 February 2019

As part of an audit in accordance with ISA Italia, we exercise professional judgement


and maintain professional scepticism throughout the audit. We also:
— identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control;
— obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the group’s internal
control;
— evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the directors;
— conclude on the appropriateness of the directors’ use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt
on the group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’
report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the group to cease to continue as a going
concern;
— evaluate the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner
that achieves fair presentation;
— obtain sufficient appropriate audit evidence regarding the financial information of
the entities or business activities within the group to express an opinion on the
consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance, identified at the appropriate
level required by ISA Italia, regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have
complied with the ethics and independence rules and standards applicable in Italy and
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the consolidated financial
statements of the current year and are, therefore, the key audit matters. We describe
these matters in our auditors’ report.

5
Consolidated Financial Statements 266 - 267

Unieuro Group
Independent auditors’ report
28 February 2019

Other information required by article 10 of Regulation (EU) no. 537/14


On 12 December 2016, the shareholders of Unieuro S.p.A. appointed us to perform
the statutory audit of its consolidated financial statements as at and for the years
ending from 28 February 2017 to 28 February 2025.
We declare that we did not provide the prohibited non-audit services referred to in
article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the
parent in conducting the statutory audit.
We confirm that the opinion on the consolidated financial statements expressed
herein is consistent with the additional report to the Collegio Sindacale, in its capacity
as audit committee, prepared in accordance with article 11 of the Regulation
mentioned above.

Report on other legal and regulatory requirements

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article
123-bis.4 of Legislative decree no. 58/98
The parent’s directors are responsible for the preparation of the group’s directors’
report and report on corporate governance and ownership structure at 28 February
2019 and for the consistency of such reports with the related consolidated financial
statements and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B
in order to express an opinion on the consistency of the directors’ report and the
specific information presented in the report on corporate governance and ownership
structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the group’s
consolidated financial statements at 28 February 2019 and their compliance with the
applicable law and to state whether we have identified material misstatements.
In our opinion, the directors’ report and the specific information presented in the report
on corporate governance and ownership structure referred to above are consistent
with the group’s consolidated financial statements at 28 February 2019 and have
been prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree
no. 39/10, based on our knowledge and understanding of the entity and its
environment obtained through our audit, we have nothing to report.

6
Unieuro Group
Independent auditors’ report
28 February 2019

Statement pursuant to article 4 of the Consob regulation implementing


Legislative decree no. 254/16
The directors of Unieuro S.p.A. are responsible for the preparation of a consolidated
non-financial statement pursuant to Legislative decree no. 254/16. We have checked
that the directors had approved such consolidated non-financial statement. In
accordance with article 3.10 of Legislative decree no. 254/16, we attested the
compliance of the non-financial statement separately.

Bologna, 21 May 2019

KPMG S.p.A.

(signed on the original)

Luca Ferranti
Director

7
Consolidated Financial Statements 268 - 269

KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it

(Translation from the Italian original which remains the definitive version)

Independent auditors’ report on the consolidated non-


financial statement pursuant to article 3.10 of Legislative
decree no. 254 of 30 December 2016 and article 5 of the
Consob Regulation adopted with Resolution no. 20267 of
18 January 2018

To the board of directors of


Unieuro S.p.A.

Pursuant to article 3.10 of Legislative decree no. 254 of 30 December 2016 (the
“decree”) and article 5 of the Consob (the Italian Commission for listed companies and
the stock exchange) Regulation adopted with Resolution no. 20267 of 18 January
2018, we have been engaged to perform a limited assurance engagement on the
2019 consolidated non-financial statement of the Unieuro Group (the “group”)
prepared in accordance with article 4 of the decree, presented in the specific section
of the directors’ report and approved by the board of directors on 8 May 2019 (the
“NFS”).

Responsibilities of the directors and board of statutory auditors (“Collegio


Sindacale”) of Unieuro S.p.A. (the “parent”) for the NFS
The directors are responsible for the preparation of a NFS in accordance with articles
3 and 4 of the decree and the “Global Reporting Initiative Sustainability Reporting
Standards”- “core” option, issued in 2016 by GRI - Global Reporting Initiative (the
“GRI Standards”).
The directors are also responsible, within the terms established by the Italian law, for
such internal control as they determine is necessary to enable the preparation of a
NFS that is free from material misstatement, whether due to fraud or error.
Moreover, the directors are responsible for the identification of the content of the NFS,
considering the aspects indicated in article 3.1 of the decree and the group’s business
and characteristics, to the extent necessary to enable an understanding of the group’s
business, performance, results and the impacts it generates.
The directors’ responsibility also includes the design of an internal model for the
management and organisation of the group’s activities, as well as, with reference to
the aspects identified and disclosed in the NFS, the group’s policies and the
identification and management of the risks generated or borne.

Società per azioni


Capitale sociale
Euro 10.345.200,00 i.v.
Ancona Aosta Bari Bergamo Registro Imprese Milano e
Bologna Bolzano Brescia Codice Fiscale N. 00709600159
Catania Como Firenze Genova R.E.A. Milano N. 512867
Lecce Milano Napoli Novara Partita IVA 00709600159
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del Padova Palermo Parma Perugia VAT number IT00709600159
network KPMG di entità indipendenti affiliate a KPMG International Pescara Roma Torino Treviso Sede legale: Via Vittor Pisani, 25
Cooperative (“KPMG International”), entità di diritto svizzero. Trieste Varese Verona 20124 Milano MI ITALIA
Unieuro Group
Independent auditors’ report
28 February 2019

The Collegio Sindacale is responsible for overseeing, within the terms established by
the Italian law, compliance with the decree’s provisions.

Auditors’ independence and quality control


We are independent in compliance with the independence and all other ethical
requirements of the Code of Ethics for Professional Accountants issued by the
International Ethics Standards Board for Accountants, which is founded on
fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behaviour. Our company applies International
Standard on Quality Control 1 (ISQC Italia 1) and, accordingly, maintains a system of
quality control including documented policies and procedures regarding compliance
with ethical requirements, professional standards and applicable legal and regulatory
requirements.

Auditors’ responsibility
Our responsibility is to express a conclusion, based on the procedures performed,
about the compliance of the NFS with the requirements of the decree and the GRI
Standards. We carried out our work in accordance with the criteria established by
“International Standard on Assurance Engagements 3000 (revised) - Assurance
Engagements other than Audits or Reviews of Historical Financial Information” (“ISAE
3000 revised”), issued by the International Auditing and Assurance Standards Board
applicable to limited assurance engagements. This standard requires that we plan
and perform the engagement to obtain limited assurance about whether the NFS is
free from material misstatement. A limited assurance engagement is less in scope
than a reasonable assurance engagement carried out in accordance with ISAE 3000
revised, and consequently does not enable us to obtain assurance that we would
become aware of all significant matters and events that might be identified in a
reasonable assurance engagement.
The procedures we performed on the NFS are based on our professional judgement
and include inquiries, primarily of the parent’s personnel responsible for the
preparation of the information presented in the NFS, documental analyses,
recalculations and other evidence gathering procedures, as appropriate.
Specifically, we carried out the following procedures:
1. Analysing the material aspects based on the entity’s business and characteristics
disclosed in the NFS, in order to assess the reasonableness of the identification
process adopted on the basis of the provisions of article 3 of the decree and
taking into account the reporting standards applied.
2. Analysing and assessing the identification criteria for the reporting scope, in order
to check their compliance with the decree.
3. Comparing the financial disclosures presented in the NFS with those included in
the group’s consolidated financial statements.
4. Gaining an understanding of the following:
- the group’s business management and organisational model, with reference to
the management of the aspects set out in article 3 of the decree;
- the entity’s policies in connection with the aspects set out in article 3 of the
decree, the achieved results and the related key performance indicators;

2
Consolidated Financial Statements 270 - 271

Unieuro Group
Independent auditors’ report
28 February 2019

- the main risks generated or borne in connection with the aspects set out in
article 3 of the decree.
Moreover, we checked the above against the disclosures presented in the NFS
and carried out the procedures described in point 5.a).
5. Understanding the processes underlying the generation, recording and
management of the significant qualitative and quantitative information disclosed in
the NFS.
Specifically, we held interviews and discussions with the parent’s management
personnel. We also performed selected procedures on documentation to gather
information on the processes and procedures used to gather, combine, process
and transmit non-financial data and information to the office that prepares the
NFS.
Furthermore, with respect to significant information, considering the group’s
business and characteristics:
- at parent and the subsidiary Monclick S.r.l. level:
a) we held interviews and obtained supporting documentation to check the
qualitative information presented in the NFS and, specifically, the business
model, the policies applied and main risks for consistency with available
evidence,
b) we carried out analytical and limited procedures to check, on a sample
basis, the correct aggregation of data in the quantitative information.

Conclusion
Based on the procedures performed, nothing has come to our attention that causes
us to believe that the 2019 consolidated non-financial statement of the Unieuro Group
has not been prepared, in all material respects, in accordance with the requirements
of articles 3 and 4 of the decree and the GRI Standards.

Bologna, 21 May 2019

KPMG S.p.A.

(signed on the original)

Luca Ferranti
Director

3
ANNUAL
FINANCIAL
STATEMENTS
INDEX
Annual financial statements

Notes 282
1. Introduction 282
2. Criteria adopted for preparation of the financial statements
of the company and summary of the accounting principles 283
2.1 Basis of preparation of the financial statements 283
2.2 Preparation criteria 283
2.3 Statement of compliance with ifrs 283
2.4 Financial statement schedules 284
2.5 The use of estimates and valuations in the preparation
of the financial statements 284
2.6 Accounting principles 288
2.7 New accounting standards 309
3. Information on financial risks 311
3.1 Credit risk 311
3.2 Liquidity risk 312
3.3 Market risk 313
3.3.1 Interest rate risk 313
3.3.2 Currency risk 314
3.4 Fair value estimates 315
4. Information on operating segments 316
5. Notes to the individual balance sheet items 317
5.1 Plant, machinery, equipment and other assets 317
5.2 Goodwill 320
5.2.1 Impairment test 321
5.3 Intangible assets with a finite useful life 327
5.4 Deferred tax assets and deferred tax liabilities 330
5.5 Other current assets and other non-current assets 333
5.5.1 Impairment test on the value of the equity
investment 336
5.6 Inventories 338
5.7 Trade receivables 339
5.8 Current tax assets 340
Annual financial statements 274 - 275

5.9 Cash and cash equivalents 341


5.10 Shareholders’ equity 342
5.11 Financial liabilities 348
5.12 Employee benefits 352
5.13 Other financial liabilities 354
5.14 Provisions 356
5.15 Other current liabilities and other non-current liabilities 357
5.16 Trade payables 359
5.17 Revenues 360
5.18 Other income 363
5.19 Purchases of materials and external services 364
5.20 Personnel expenses 365
5.21 Other operating costs and expenses 366
5.22 Depreciation, amortisation and write-downs 367
5.23 Financial income and financial expenses 367
5.24 Income taxes 369
5.25 Basic and diluted earnings per share 370
5.26 Statement of cash flows 370
5.27 Share-based payment agreements 372
Long-term incentive plan 372
5.28 Business unit combinations 374
6. Related-party transactions 378
7.
Other information 386
Subsequent events 388
Draft resolution of the board of directors submitted
to the shareholders’ meeting 389
Appendix 390
Attestation of the Separate Financial Statements 394
Report of the Independent Auditors on the Separate
Financial Statements 395
Report of the Board of Statuory Auditors to “Unieuro
S.p.A.”’s Shareholders’ meeting 402
Statement of financial position

Year ended

(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201878

Plant, machinery, equipment and other assets 5.1 84,851 74,714

Goodwill 5.2 170,767 167,645

Intangible assets with a definite useful life 5.3 22,534 18,421

Deferred tax assets 5.4 35,179 30,105

Other non-current assets 5.5 15,045 13,095

Total non-current assets 328,376 303,980

Inventories 5.6 362,133 313,188

Trade receivables 5.7 41,643 40,366

Current tax assets 5.8 2,093 2,887

Other current assets 5.5 18,315 14,421

Cash and cash equivalents 5.9 77,412 60,209

Total current assets 501,596 431,071

Total assets 829,972 735,051

Share capital 5.10 4,000 4,000

Reserves 5.10 29,535 105,957

Profit/(loss) carried forward 5.10 54,156 (35,217)

Total shareholders’ equity 87,691 74,740

Financial liabilities 5.11 31,112 40,518

Employee benefits 5.12 10,660 10,586

Other financial liabilities 5.13 12,771 12,195

Provisions 5.14 7,718 5,696

Deferred tax liabilities 5.4 2,112 630

Other non-current liabilities 5.15 1,466 718

Total non-current liabilities 65,839 70,343

Financial liabilities 5.11 12,455 6,961

Other financial liabilities 5.13 7,683 7,473

Trade payables 5.16 463,984 410,086

Current tax liabilities 5.8 1,204 -

Provisions 5.14 1,341 2,976

Other current liabilities 5.15 189,775 162,472

Total current liabilities 676,442 589,968

Total liabilities and shareholders’ equity 829,972 735,051

The notes are an integral part of these annual financial statements.


(78)
 ote that as required by IFRS 3, Unieuro has reviewed the provisional allocation of the cost of the business
N
combination of the business unit Cerioni in order to reflect new information about the circumstances at the
acquisition date.
Annual financial statements 276 - 277

Income statement

Year ended

(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201879

Revenue 5.17 2,079,148 1,835,518

Other income 5.18 4,593 5,377

TOTAL REVENUE AND INCOME   2,083,741 1,840,895

Purchases of materials and external services 5.19 (1,898,409) (1,677,217)

Personnel costs 5.20 (167,785) (154,464)

Changes in inventory 5.6 48,724 43,637

Other operating costs and expenses 5.21 (6,325) (8,502)

GROSS OPERATING PROFIT   59,946 44,349


Amortisation, depreciation and impairment
losses 5.22 (29,876) (27,346)

OPERATING PROFIT   30,070 17,003

Financial income 5.23 1,587 299

Financial expenses 5.23 (4,549) (7,920)

PROFIT BEFORE TAX   27,108 9,382

Income taxes 5.24 1,061 (861)

PROFIT/(LOSS) FOR THE YEAR   28,169 8,521

Basic earnings per share (in Euros) (1)


5.25 1.44 0.55

Diluted earnings per share) (1)


5.25 1.44 0.55

(1)The Base Result and diluted per share was computed with reference to the Profit/
(Loss) of the consolidated year.
The notes are an integral part of these annual financial statements.

(79)
 nieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
U
March 2018). Therefore, the information relating to the comparison period have not been restated, namely they
are presented in accordance with IAS 18, IAS 11 and the related interpretations.
Statement of comprehensive income

  Year ended
(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201879
PROFIT/(LOSS) FOR THE CONSOLIDATED YEAR   28,169 8,521
Other components of comprehensive income
that are or could be restated under profit/(loss)
for the consolidated year:      
Gain (losses) on cash flow hedges 5.13 (171) (250)
Income taxes 47 59
Total other components of comprehensive
income that are or could be restated
under profit/(loss) for the year 5.10 (124) (191)
Other components of comprehensive income that
will not subsequently be restated under profit/
(loss) for the consolidated year:    
Actuarial gains (losses) on defined benefit plans 5.12 (634) 64
Income taxes 177 (18)
Total other components of comprehensive
income that will not subsequently be restated
under profit/(loss) for the year: 5.10 (457) 46
Total statement of comprehensive
income for the year   27,588 8,376

The notes are an integral part of these annual financial statements.

(79)
 nieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
U
March 2018). Therefore, the information relating to the comparison period have not been restated, namely they
are presented in accordance with IAS 18, IAS 11 and the related interpretations.
Annual financial statements 278 - 279

Cash flow statement

Year ended
(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201879
Cash flow from operations
Profit (Loss) for the Year 5.10 28,169 8,521
Adjustments for:
Income taxes 5.24 (1,061) 861
Net financial expenses (income) 5.23 2,962 7,621
Depreciation, amortisation and write-downs 5.22 29,876 27,346
Other changes 1,325 1,386
    61,271 45,735
Changes in:
- Inventories 5.6 (48,945) (43,637)
- Trade receivables 5.7 (1,277) (5,163)
- Trade payables 5.16 47,854 81,033
- Other changes in operating assets and liabilities 5.5-5.14-5.15 23,029 20,860
Cash flow generated /(used) by operating activities   20,661 53,093
Taxes paid 5.24 (741) -
Interest paid 5.23 (3,538) (8,816)
Net cash flow from (used in) operating activities 5.26 77,653 90,012
Cash flow from investment activities
Purchases of plant, equipment and other assets80 5.1 (29,382) (33,615)
Purchases of intangible assets 5.3 (2,760) (9,270)
Collections from the sale of plant, equipment
and other assets 5.1 1
Investments in equity investments 5.5 - (9,283)
Investments for business combinations
and business units 5.5 (5,587) (10,985)
Cash flow generated/(absorbed)
by investing activities 5.26 (37,729) (63,152)
Cash flow from investment activities
Increase/(Decrease) in financial liabilities 5.11 (4,700) 16,529
Increase/(Decrease) in other financial liabilities 5.13 1,979 154
Distribution of dividends 5.10 (20,000) (20,000)
Cash flow generated/(absorbed)
by financing activities 5.26 (22,721) (3,317)
Net increase/(decrease) in cash and cash
equivalents   17,203 23,543
OPENING CASH AND CASH EQUIVALENTS 60,209 36,666
Net increase/(decrease) in cash and cash
equivalents 17,203 23,543
CLOSING CASH AND CASH EQUIVALENTS 77,412 60,209

The notes are an integral part of these annual financial statements.


(80)
 he items “Purchases of plant, equipment and other assets” and “Purchases of intangible assets”, for the
T
purpose of better representation include the portion paid of net investments during the period.
Statement of changes in equity

Extraordinary
(Amounts in thousands of Euros) Notes Share capital Legal reserve reserve

Balance as at 28 February 2017 5.10 4,000 800 55,223

Profit (Loss) for the Year - - -


Other components
of comprehensive income - - -
Total statement of comprehensive
income for the year - - -

Allocation of prior year result - - -

Distribution of dividends - - (8,413)


Share-based payment settled
with equity instruments - - -

Total transactions with shareholders - - (8,413)

Balance as at 28 February 2018 5.10 4,000 800 46,810


Effect of the change in the
accounting standard (IFRS 15) - - -

Adjusted balance at 1 March 2018 5.10 4,000 800 46,810

Profit (Loss) for the Year - - -


Other components
of comprehensive income - - -
Total statement of comprehensive
income for the year - - -

Allocation of prior year result - - -


Covering retained losses
and negative reserves - - (46,810)

Distribution of dividends - - -
Share-based payment settled
with equity instruments - - -

Total transactions with shareholders - - (46,810)

Balance as at 28 February 2019 5.10 4,000 800 0

The notes are an integral part of these annual financial statements.


Annual financial statements 280 - 281

Reserve for
actuarial gains/
(losses) on Reserve for Total
Cash flow defined share-based Profit/(loss) shareholders’
hedge reserve benefit plans payments Other reserves carried forward equity

0 (859) 6,938 57,999 (39,122) 84,979

- - - - 8,521 8,521

(191) 46 - - (145)

(191) 46 - - 8,521 8,376

- - - - - -

- - - - (11,587) (20,000)

- - (5,586) - 6,971 1,385

- - (5,586) - (4,616) (18,615)

(191) (813) 1,352 57,999 (35,217) 74,740

- - - - 4,038 4,038

(191) (813) 1,352 57,999 (31,179) 78,778

- - - - 28,169 28,169

(124) (457) - - (581)

(124) (457) - - 28,169 27,588

- - - - (8,521) (8,521)

- - - (11,055) 66,386 8,521

- - - (20,000) - (20,000)

- - 2,024 - (699) 1,325

- - 2,024 (31,055) 57,166 (18,675)

(315) (1,270) 3,376 26,944 54,156 87,691


NOTES
1. Introduction
Unieuro S.p.A. (hereinafter referred to as the “Company” or “Unieuro”) is a company
under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, operating in the
retail and online distribution of electric appliances and consumer electronics.

Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.

On 09 June 2017 On 23 February 2017, Unieuro completed a contract for the purchase
of 100% of the share capital of Monclick S.r.l. (hereinafter also referred to as “Monclick”).
The price agreed by the parties was Euro 10,000 thousand. Through its acquisition of
Monclick, Unieuro intends to strengthen its position in the online sales sector (exploiting
Monclick’s competitive position) and to launch and develop, as the leading specialist
operator, the marketing of electronic consumer goods in the B2B2C channel.

On 01 March 2019, Unieuro completed a contract for the purchase of 100% of the share
capital of Carini Retail S.r.l. (hereinafter also referred to as “Carini Retail”). The price
agreed by the parties was Euro 17,400 thousand. Through this acquisition, Unieuro
announced its launch in Sicily, a region numbering five million inhabitants, up until that
point poorly covered. The transaction took place through the acquisition of 100% of the
share capital of a newly-established company owning 12 sales outlets in Sicily, belonging
to Pistone S.p.A., one of the most important shareholders of the Expert buying group
operating in Italy, with registered office in Carini (Palermo).

On the basis of information available as at the date of the Annual Financial Report, Unieuro’s
major shareholders, through Monte Paschi Fiduciaria S.p.A., are Italian Electronics Holdings
S.à.r.l.81 (accounting for the funds managed by Rhone Capital) with 33.8% and Alfa S.r.l.81
(Dixons Carphone plc) with 7.2%. Some shareholders that can be traced to the Silvestrini
family82 hold 5.1%, the asset management company Amundi Asset Management81 has 5% of
the capital of Unieuro and, finally, some top managers of Unieuro82 jointly hold 1.8%.

Please note that 28 November 2018 marked an end to the Shareholder Agreement
regarding Unieuro S.p.A., as stipulated on 10 December 2016, as subsequently amended,
by and between Italian Electronics Holdings S.à.r.l., Alfa S.r.l., Alexander S.r.l., Victor S.r.l,
GNM Investimenti S.r.l., Giufra S.r.l., Gami S.r.l., MT Invest S.r.l. and Theta S.r.l., with reference
to the shares held in the Company’s share capital. On 09 January 2019, the agreeing
shareholders agreed to confirm some of the provisions of said shareholder agreement
through the stipulation of a new shareholder agreement, which ended on 31 January 2019
.
As at the date of the Annual Financial Report, Italian Electronics Holding S. à r.l., in light of
the current shareholding structure it is therefore the relative majority shareholder.
(81)
 ource: Consob, relevant shareholders Unieuro S.p.A.
S
(82)
Source: re-processing of the results of the register of shareholders as at 12 June 2018
Annual financial statements 282 - 283

2. Criteria adopted for preparation of the financial


statements of the company and summary of the
accounting principles
Below are the preparation criteria, the main accounting principles and valuation criteria
adopted for the drafting of the financial statements for the year of Unieuro S.p.A. (the
“Annual Financial Statements”). These principles and criteria were applied consistently to
all the years presented within this document, considering that specified under note 2.6.1
“Changes to accounting standards”.

2.1 Basis of preparation of the financial statements


The financial statements for the year comprised the statement of financial position, the
income statement, the statement of comprehensive income, the statement of cash flows,
the statement of changes in equity and the related notes thereto for the years ended 28
February 2019 and 28 February 2018.

2.2 Preparation criteria


The separate financial statements were drafted on a going concern basis, since the
directors verified that there were no indicators of a financial, operating or other nature
of any critical areas regarding the company’s ability to honour its obligations in the
foreseeable future and in particular the next 12 months.
The financial statements were drafted on the basis of the historical cost criteria, except
for the derivative financial instruments which were measured at their fair value.
Please see the Report on Operations for information regarding the nature of the company’s
operations and significant events after the balance sheet date.
The major shareholders of the Company as at 28 February 2019 disclosed in Introduction.

The annual financial statements are presented in Euro, which is the Company’s functional
currency. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is
hereby specified that any differences found in any tables are due to rounding of amounts
which are expressed in thousands of Euro.
The separate financial statements as at 28 February 2019, approved by the Company’s
Board of Directors on 08 May 2019 and submitted for the audit, will be presented for the
approval of the Shareholders’ Meeting.

2.3 Statement of compliance with IFRS


The financial statements for the year were prepared in compliance with the International
Accounting standards (IAS/IFRS) which are issued by the International Accounting
Standards Board (IASB) and their relative interpretations (SIC/IFRIC), adopted by the
European Union. The year during which the company first adopted the International
Accounting standards (IAS/IFRS) was the year ended 28 February 2007.
Furthermore, the annual financial statements were prepared in compliance with the
provisions adopted by Consob for financial statements in application of article 9 of
Legislative Decree 38/2005 and other rules and provisions issued by Consob regarding
financial statements. In particular, it is hereby noted that with regard to Consob
resolution 15519 of 27 July 2006 and Communication no. DEM6064293 of 28 July 2006
regarding financial statements, specific schedules have been added to the income,
balance sheet and cash flow statements indicating significant relations with related
parties and specific income statement schedules indicating, for each item, the non-
recurring component.

2.4 Financial statement schedules


In addition to these notes, the financial statements consist of the following schedules:
A) Balance sheet and income statement: the company’s equity and income is shown
by distinctly presenting current and non-current assets and current and non-
current liabilities with a description in the notes for each asset and liability items
of the amounts that are expected to be settled or recovered within or later than 12
months from the balance sheet date.
B) Income statement: the classification of the costs in the income statement is based
on their nature, showing the interim results relative to the gross operating result,
the net operating result and the result before taxes.
C) Statement of comprehensive income: this item includes the profit/(loss) for
the year as well as the income and expenses recognized directly in equity for
transactions other than those with shareholders.
D) Cash flow statement: the cash flow statement contains the cash flows from
operations, investments and financing. The cash flows from operations are shown
using the indirect method through which the result for the year is adjusted for the
effects of non-monetary transactions, any deferral or allocation of previous or future
collections or payments related to operations and revenue elements connected to
cash flows arising from investment or financing activities.
E) Statement of changes in shareholders’ equity: this schedule includes, in addition
to the results of the comprehensive income statement, also the transactions that
were carried out directly with shareholders that acted in their capacity as such
and the breakdown of each individual component. Where applicable, the statement
also includes the effects arising from changes in the accounting standards in terms
of each equity item.

The annual financial statements are shown in comparative form.

2.5 The use of estimates and valuations in the preparation


of the financial statements
Preparation of the Financial statement under IFRS requires management to make estimates
and assumptions that affect the carrying amount of assets and liabilities and the disclosures
about contingent assets and liabilities at the reporting date. The estimates are used to recognise
the provision for bad debts, inventory obsolescence, assets referring to the capitalisation of
costs for obtaining the contract, the liability fro the contract for the sale of guarantee extension
services, measure amortization and depreciation, conduct assessments of the assets, test
impairment of goodwill, test impairment of equity investments, carry out actuarial valuations
of employee benefits and share-based payment plans, as well as to estimate the fair value of
derivatives and assess the extent to which deferred tax assets can be recovered.
Annual financial statements 284 - 285

Management regularly revises the estimates and assumptions and the effects of any
changes are presented in the income statement.
Following is a summary of the critical valuation processes and the key assumptions used
by the company in applying the IFRS, which can have significant effects on the values
recognised in the financial statements and for which there is a risk that differences of a
significant amount could arise compared to the book value of the assets and liabilities in
the future.

Recoverable amount
Non-current assets include property, plant, machinery, equipment and other assets,
goodwill, software and trademarks, equity investments and other non-current assets. The
company regularly monitors the carrying amounts of non-current assets held and used or
that will be sold, whenever events or circumstances warrant such checks. The company
tests goodwill for impairment at least once a year and whenever events or circumstances
indicate a possible impairment loss. The company regularly monitors the recoverability
of non-current assets’ carrying amounts by estimating the cash flows expected from the
use or sale of the asset and discounting them to calculate the asset’s present value. When
a non-current asset has undergone impairment, the company recognises an impairment
loss equal to the difference between the asset’s carrying amount and its recoverable
amount through use or sale, calculated using the cash flows included in the most recent
business plans.
The estimates and assumptions used as part of this analysis, in particular in performing
the impairment tests on equity investments and acquisitions, reflect the status of the
company’s knowledge regarding the business developments and take into account
provisions that are considered to be a reasonable insofar as the future developments on
the market and in the sector, but they are nevertheless still subject to a high degree of
uncertainty.

Recoverability of deferred tax assets


The Company recognises deferred tax assets up to the value which it considers to
be probable that it will recover. When necessary, it recognises adjustments to reduce
the deferred tax assets’ carrying amount to their recoverable amount. The company
considers the budget results and forecasts for future years in line with the budgets used
for impairment tests, described earlier for the recoverable amount of non-current assets,
to determine the recoverable amounts of deferred tax assets.

Bad debt provision


The provision for bad debts reflects management estimates regarding losses from the
trade receivables portfolio. The provision for bad debts is based on losses expected by
management, determined depending on past experience for similar receivables, current
and historical past due amounts, losses and collections, careful monitoring of credit
quality and projections regarding the economic and market conditions.
Obsolescence Provision
The inventory bad debt provision reflects management estimates regarding the expected
impairment of the assets, determined based on past experience and historical performance
and expected performance of the market, including following specific actions by the
Company. It also considers specific actions introduced by the company in order to align
the carrying amount of inventory to the lower of its cost and estimated realisable value.

Assets from the contract relating to the sale of extended warranty services
The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that Unieuro offers to its customers.
This service is sold directly at the sales outlets through the recognition of an additional
amount over and above the product sold. Sales staff are recognised an incentive for each
additional sale made of extended warranty services.
When warranty services are sold, Unieuro records an asset equal to the vale of the
premiums paid to employees and then recognises this asset as a cost throughout the
time that the service is being provided. The release of this asset as a cost is determined
by the estimated interventions for repairs under warranty, consistently with the reversal
of the liability form the contract relative to the sale of the extended warranty service.

Trade payables
The Company has contracts for the supply of goods which include receipt of premiums
and, in certain circumstances, contributions classified in trade payables. These premiums
and contributions are recognised either as a percentage of the quantities purchased,
or as a fixed figure on the quantities purchased or sold, or as a defined contribution.
Especially with reference to those agreements whose term falls after the reporting date,
which account for a minor share of the premiums and contributions for the year, their
calculation is a complex accounting estimate entailing a high level of judgement as it
is affected by many factors. The parameters and information used for the estimate are
based on the purchased or sold volumes and valuations that consider historical figures of
premiums and contributions actually paid by suppliers.

Liabilities from the contract relating to the sale of extended warranty services
The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that Unieuro offers to its customers. This
service is offered by Unieuro and its affiliates and it is sold directly at the points of sale
against an additional amount over and above the sales price.
The warranty extension compared to the legal requirement can be in timing (more years
covered) and/or the risks covered (e.g., product damage) depending on the product
category sold.
When the warranty service is sold, Unieuro recognises a liability equal to the sales value of
said service and then reclassifies it to revenue over the service term. This reclassification
of said liability as a revenue is calculated considering the estimated number of repair work
interventions during the warranty period. These are estimated using historical information
on the nature, frequency and cost of the work provided under warranty spread out over
time to simulate the future occurrence of these events.
Annual financial statements 286 - 287

Defined benefit plans and other post-employment benefits


The company has set up a defined benefit plan (post-employment benefits) for its
employees.
It applies an actuarial method to calculate the cost and net interest expense of the benefit
plans involving the use of estimates and assumptions to determine its net obligation.
The method includes financial variables, such as, the discount rate and future increases
in salaries, as well as the probability that future events may occur using demographic
variables (employee turnover and mortality). Specifically, the discount rates applied
are the rates or yield curves of high quality corporate bonds in the reference markets.
Changes in each factor could affect the amount of the liability.

Provisions
The company recognises a provision for disputes and legal proceedings whenever it
deems it probable that it will have to disburse funds or when it can reasonably estimate the
related expense. If it is unable to estimate the cash disbursement or if such disbursement
becomes probable, the company does not set up a provision but simply discloses the
event in the notes.
During the normal course of business, the company monitors the status of pending
disputes and consults its legal and tax advisors. The amount of the related provisions
may vary over time due to future developments in these pending disputes.

Equity-settled share-based payment plans


The measurement of the probable market price of options is recognised using the
binomial method (Cox – Ross – Rubinstein). The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the recipients leaving the plan and the probability of achieving the performance targets
were taken into account. For further details see note 5.27.

Hedging derivatives
The fair value of derivatives is estimated using the prices on regulated markets or
provided by financial counterparts. In their absence, management estimates fair value
using valuation models that consider subjective variables, such as, for example, estimated
cash flows and price volatility.
2.6 Accounting principles
The accounting criteria and standards adopted for the preparation of these Annual
Financial Statements were the same as those applied in preparing the Unieuro annual
financial statements for the year ended 28 February 2018 apart from the new standards
and/or supplements adopted described in Note 2.6.1. Changes to the accounting
standards listed below.

2.6.1 Changes to the accounting standards


On 28 May 2014 the IASB published the document that requires a company to report
revenues at the time of the transfer of control of goods and services to customers at
an amount that reflects the sum it expects to receive in exchange for these products or
services. The new revenue reporting model defines a five step process to achieve this
purpose:
1) Identification of the contract with the customer;
2) Identification of the service;
3) Calculation of the consideration;
4) Allocation of the consideration related to the performance of the service;
5) Recognition of the revenues related to the performance of the service.

The IASB anticipates adoption from 1 January 2018 and the European Union endorsed
it on 22 September 2016. In addition, on 12 April 2016 the IASB published amendments
to the principle: Clarifications to IFRS 15 “Revenue from Contracts with Customers”, also
applicable from 1 January 2018. The amendments are designed to clarify the methods
through which to identify companies are Principals or Agents and to decide whether
licence revenues should be rediscounted for the entire duration.

Unieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first
time adoption (i.e. 1 March 2018). Therefore, the information relating to the comparison
period have not been restated, namely they are presented in accordance with IAS 18, IAS
11 and the related interpretations.

Unieuro sales are mainly made to the end consumer, who pays the price of sale upon
collecting the product, i.e. at the time the entity fulfils its obligation. Sales made to the
Indirect channel and B2B channel are recorded at the time of the transfer of control of
goods and services at an amount that reflects the sum it expects to receive in exchange
for these products or services. For more details, please refer to Note 2.6.2 Key accounting
standards.
Annual financial statements 288 - 289

The table below summarises the impact, net of taxes, of the adoption of IFRS 15 on
retained earnings and non-controlling interests as at 1 March 2018.

Impact of the adoption of IFRS 15 at


  01 March 2018

 (Amounts in thousands of Euros) Notes Shareholders’ equity

Profit/(loss) carried forward

Incremental costs for procuring the contract 1 3,831

Rights not exercised by the customer 2 207

Effect at 1 March 2018   4,038


The table below summarises the effects of the application of IFRS 15 on the individual
items involved in the statement of financial position as at 28 February 2019 and the
statement of profit/(loss) and other components of Unieuro’s comprehensive income at
28 February 2019.

Effects on the statement of financial position

28 February 2019
Balances without
28 February considering the
(Amounts in thousands 2019 effect of the appli-
of Euros) Notes As reported Adjustments Reclassifications cation of IFRS 15
Plant, machinery,
equipment
and other assets 84,851 - - 84,851
Goodwill 170,767 - - 170,767
Intangible assets with
a definite useful life 22,534 - - 22,534
Deferred tax assets 35,179 - - 35,179
Other non-current assets 15,045 - - 15,045
Total non-current assets 328,376 - - 328,376
Inventories 3 362,133 - (322) 361,811
Trade receivables 41,643 - - 41,643
Current tax assets 1-2 2,093 169 - 2,262
Other current assets 1 18,315 (5,958) - 12,357
Cash and cash equivalents 77,412 - - 77,412
Total current assets 501,596 (5,789) (322) 495,485
Total assets 829,972 (5,789) (322) 823,861
Share capital 4,000 - - 4,000
Reserves 29,535 - - 29,535
Profit/(loss) carried forward 1-2 54,156 (4,889) - 49,267
Total shareholders’ equity 87,691 (4,889) - 82,802
Financial liabilities 31,112 - - 31,112
Employee benefits 10,660 - - 10,660
Other financial liabilities 12,771 - - 12,771
Provisions 7,718 - - 7,718
Deferred tax liabilities 1 2,112 (1,126) - 986
Other non-current liabilities 1,466 - - 1,466
Total non-current liabilities 65,839 (1,126) - 64,713
Financial liabilities 12,455 - - 12,455
Other financial liabilities 7,683 - - 7,683
Trade payables 463,984 - - 463,984
Current tax liabilities 1,024 - - 1,204
Provisions 3 1,341 - 61 1,402
Other current liabilities 2-3 189,775 226 (383) 189,618
Total current liabilities 676,442 226 (322) 676,346
Total liabilities and
shareholders’ equity 829,972 (5,789) (322) 823,861
Annual financial statements 290 - 291

Effects on the income statement

28 February 2019
Balances without
28 February considering the
(Amounts in thousands 2019 effect of the appli-
of Euros) Notes As reported Adjustments Reclassifications cation of IFRS 15

Revenue 1-2-3-4 2,079,148 19 (3,280) 2,075,887

Other income 4 4,593 - 310 4,903


TOTAL REVENUE
AND INCOME   2,083,741 19 (2,970) 2,080,790
Purchases of materials
and external services 5 (1,898,409) - 3,071 (1,895,338)

Personnel costs 1 (167,785) 644 - (167,141)

Changes in inventory 3 48,724 - (101) 48,623


Other operating costs
and expenses (6,325) - - (6,325)
GROSS OPERATING
PROFIT   59,946 663 - 60,609
Amortisation, depreciation
and impairment losses (29,876) - - (29,876)

OPERATING PROFIT   30,070 663 - 30,733

Financial income 1,587 - - 1,587

Financial expenses (4,549) - - (4,549)

PROFIT BEFORE TAX   27,108 663 - 27,771

Income taxes 1-2 1,061 188 - 1,249


CONSOLIDATED PROFIT/
(LOSS) FOR THE YEAR   28,169 851 - 29,020

More information about the significant changes and their impact is given below.

1. Incremental costs for procuring the extended warranty contract


Following the clarifications introduced by the principle, Unieuro modified the accounting
of initial costs incurred for the conclusion of contracts for the sale of extended warranty
services. The adoption of the standard had an impact on the timing of the recognition of
certain costs with the initial costs incurred for procuring the contract which can qualified
as contract costs represented by the bonuses paid to employees for each additional
sale made. These costs have been deferred consistently with the revenues for the sale of
extended warranty services.

2. Rights not exercised by the customer


As envisaged by the new standard IFRS 15, when Unieuro receives an early payment made
by a customer it reports the amount of the early payment for the obligation undertaken
under the item Other current liabilities and eliminates this liability by reporting the revenue
when these goods are transferred. Specifically, for transactions where the recognition
of discounts on future sales transactions are commercially linked, it defers the part of
the consideration related to the obligation undertaken reporting the revenue when the
discount is used. This accounting method has had no significant impact on that carried out
by Unieuro during previous years.
3. Sales with the right of return
Previously, Unieuro reported a liability for the margin related to returns expected from
the sale of products with counterparties in a dedicated returns provision. In compliance
with IFRS 15, Unieuro now reports the returns expected from the sale of products as a
reduction to revenues and the related cost of these returns as a reduction of the sales
cost; however, it reports the amount corresponding to the market value of expected
returns as a liability for future repayments and with a counter-entry of an asset for the
right to recover the products from customers.

4. Reclassifications in the income statement


Following the clarifications introduced by new accounting standard IFRS 15, and in order
to ensure a better representation, Unieuro has made reclassifications in the income
statement with reference to: (i) fees resulting from collection order agreements reclassified
from the item Purchases of materials and services to the item Revenues, (ii) the charge-
back to affiliates of the costs relating to the customer loyalty scheme reclassified from
the item Other income to the Item Revenues, (iii) rebate liabilities from the item Other
income to the item Revenues.

IFRS 9
As described above, Unieuro began applying IFRS 9 starting 01 March 2018. Based on
the analyses conducted, the adoption of new accounting standard IFRS 9 Financial
Instruments, has not led to significant impacts in the financial statements ended 28
February 2019. In particular the new provisions of IFRS 9: (i) modify the classification
and valuation model for financial assets; (ii) introduce a new method for writing down
financial assets that takes into account expected losses (the (i) modify the classification
and valuation model for financial assets; (ii) introduce a new method for writing down
financial assets that takes into account expected losses (the expected credit losses); and
(iii) amend the provisions regarding hedge accounting.

2.6.2 Key accounting standards


Business combinations and goodwill
Business combinations are recognised using the acquisition method. As at the date the
control is acquired, this requires recognition of their value of identifiable assets (including
intangible fixed assets which had previously not been recognized) and identifiable
liabilities (including contingent liabilities but not including future restructuring) of the
acquired company.
The contingent consideration is also recognized at its acquisition-date fair value. Fair
value gains and losses of the contingent consideration classified as assets or liabilities
are recognized in profit or loss as required by IAS 39. If the contingent consideration is
recognized in equity, its initial fair value is never redetermined.
Goodwill arising from a business combination is initially recognized at cost, being the
difference between the consideration’s fair value and the company’s share of net fair value
of the acquiree’s identifiable assets, liabilities assumed and contingent liabilities. Goodwill
from a business combination is allocated, as at the acquisition date, to the individual cash
generating units of the Company or groups of cash generating units that would benefit
from the synergies of the combination, regardless whether other assets or liabilities of
Annual financial statements 292 - 293

the Company have been assigned to these units or groups of units. Each unit or group of
units to which the goodwill is allocated should:
• represent the lowest level within the entity at which the goodwill is monitored for
internal management purposes; and
• not be larger than the identified operating segments.

When an entity disposes of an operation within a CGU or group of units to which goodwill
has been allocated, the goodwill associated with that operation should be included in the
carrying amount of the operation when determining the gain or loss on disposal. The
goodwill disposed of in those circumstances is measured based on the relative values of
the activity disposed of and the portion of the units retained.
Any profits from the purchase of a company at favourable prices are immediately
recognised in the income statement, while costs related to the combination, other than
those which refer to the issue of bonds or equity instruments, are recognised as expenses
in the profit/(loss) of the year in which they are incurred.
After initial recognition, goodwill is not amortised and it is decreased by any impairment
losses, which are measured using the procedures described in the paragraph “Impairment
losses of non-financial assets”.

Transactions under common control are recognized at their carrying amount, i.e.,
without recognising a gain, pursuant to the IFRS and the guidance of OPI 1 (Assirevi’s
preliminary considerations about the IFRS) about the accounting treatment of business
combinations of entities under common control in the separate and consolidated financial
statements. According to these guidelines, in the event of business combinations in
which the acquired company is controlled by the same entity, whether before or after the
acquisition, the net assets must be recognised at their book value recorded in the books
of the acquired company prior to the operation. If the transfer values are higher than
these historical carrying amounts, the difference is eliminated by adjusting the acquirer’s
equity downwards.

Fair value hierarchy


Several standards and disclosure requirements entail the calculation of the fair value
of financial and non-financial assets and liabilities. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. To increase consistency and comparability in
fair value measurements and related disclosures, the standard has established a three-level
hierarchy reflecting the importance of the inputs used to calculate fair value. The levels are:
• Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets
or liabilities that the entity can access at the measurement date. A quoted price in
an active market provides the most reliable evidence of fair value and in the case of
multiple active markets, the most advantageous market for the asset or liability is
identified;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly. If the asset or liability has a specified
term, a Level 2 input must be observable for substantially the full term of the asset
or liability. Level 2 inputs include the following: quoted prices in markets that are not
active or interest rates and yield curves observable at commonly quoted intervals; and
• Level 3: unobservable inputs for the asset or liability. Unobservable inputs are used to
measure fair value to the extent that Levels 1 and 2 inputs are not available. However,
the fair value measurement objective remains the same, i.e., an exit price at the
measurement date, reflecting the assumptions that market participants would use
when pricing the asset or liability, including assumptions about risk.

Plant, machinery, equipment and other assets (property, plant and equipment)
Recognition and measurement
Property, plant and equipment are measured at acquisition cost including any directly
attributable costs less any accumulated depreciation and any accumulated impairment
losses.
Any financial expenses incurred for the acquisition or construction of capitalised assets
for which a specific period of time is normally required in order to render the asset ready
for usage or sale, are capitalised and amortised throughout the life of the asset class they
refer to. All other financial expenses are recognised in the income statements during the
year they refer to.
If a tangible fixed asset is composed of various components with differing useful lives,
these components are recognised separately (if they are significant components).
The profit or the loss generated by the sale of property, plant, machinery, equipment and
other assets is measured as the difference between the net consideration of the sale and
the net residual value of the asset, and it is recognised in the income statement during
the year in which the elimination takes place.

Subsequent expenditures
The costs incurred subsequently to the purges of the assets and the replacement cost of
certain parts of the assets recognised in this category are added to the book value of the
element they refer to and they are capitalised only if they increase the future economic
benefits of the asset itself. All other costs are recognised in the income statement once
incurred.
When the replacement cost of certain parts of the asset is capitalised, the net book
value of the replaced parts is allocated to the income statement. The extraordinary
maintenance expenses which increase the useful life of the tangible fixed assets are
capitalised and amortised on the basis of the residual possibility of use of that asset. The
costs for ordinary maintenance are recognised in the income statement in the year in
which they are incurred.
Assets under construction are recognised at cost under assets under construction for as
long as their construction is not available for use; when they become available for use, the
cost is classified in the relative item and depreciated.

Assets under finance lease


Other assets, plant and machinery held under finance leases, where the company has
substantially assumed all the risks and rewards incidental to ownership, are recognized
at the lease inception date as property, plant and equipment at their fair value or, if
lower, the present value of the minimum lease payments. They are depreciated over their
estimated useful lives and their carrying amounts are adjusted for impairment calculated
using the methods set out below. The liability to the lessor is recognized under “Other
financial liabilities”.
Annual financial statements 294 - 295

Amortization
Depreciation of an asset begins when it is available for use and ceases at the earlier of
the date that the asset is classified as held for sale in accordance with IFRS 5 and the
date that the asset is derecognized. Any changes to the amortization plan are applied
prospectively.
The depreciable amount is the asset’s carrying amount less its estimated net sales value
at the end of its useful life, if material and reasonably determinable.
Depreciation rates are calculated considering each asset’s estimated useful life and the
internal utilization plans that consider the asset’s technological and physical wear and tear
and their estimated realisable value net of scrapping costs. When the asset comprises
more than one material component with different useful lives, depreciation is calculated
separately for each component. When events occur that indicate possible impairment of
tangible fixed assets, or when there are significant reductions in the market value of these
assets, significant technological changes or significant obsolescence, the net book value,
regardless of the depreciation that has already been recognised, is subject to verification
based on an estimate of the current value of future cash flows and eventually adjusted. If
the conditions for the impairment loss no longer exist in the future, the impairment loss
is reversed back to the carrying amount the asset would have had (net of depreciation)
had the impairment loss never been recognized.

Depreciation is calculated on a straight-line basis over the asset’s estimated useful life
using the following rates:

Category % used

Plant and machinery 15%

Fixtures and fittings, tools and other equipment 15%

Electronic machinery 20%

Fixtures 15%

Office fixtures and fittings and machinery 12%

Automobiles 25%

Mobile phones 20%

Leasehold improvements throughout the duration of the contract

Other assets 15%-20%

Intangible assets with a definite useful life


Initial recognition and measurement
Separately acquired intangible assets are initially recognized at cost while intangible
assets acquired in a business combination are recognized at the acquisition-date fair
value. After initial recognition the intangible fixed assets are recognised at cost, net of
amortization and any accumulated impairment.
Key Money paid for store openings is considered as a cost related to a real estate
lease and is generally regarded as an asset with a finite useful life determined by
the underlying contract period. These are initially capitalised at cost and after initial
recognition, they are carried at cost less any accumulated amortisation and any
accumulated impairment losses.
Subsequent expenditures
Costs incurred subsequently to purchase are capitalised only when the expected future
economic benefits which are attributable to the asset they refer to are increased. All
other subsequent costs are recognised in the income statement once incurred.

Amortization
Intangible assets are amortized over their useful lives and are tested for impairment
whenever there is an indication of a possible impairment loss. The amortization period
and method are reviewed at each annual reporting date or more frequently if necessary.
Any changes to the amortization plan are applied prospectively.

The profits or the losses from elimination of an intangible fixed asset are measured from
the difference between the net revenue from the sale and the book value of the intangible
asset, and they are recognised in profit and loss in the year during which the elimination
takes place.

It is recognized in profit or loss when the asset is derecognized. Amortization is calculated


on a straight-line basis over the asset’s estimated useful life using the following rates:

Category % used

Software 20%
Based on the duration of the lease starting
Entry rights from the date that the shop opens
Based on the duration of the lease starting
Key Money from the date that the shop opens

Brands 5-10%

Financial assets
Unieuro determines the classification of its financial assets on the basis of the business
model adopted for their management and the characteristics of the related cash flows
and, where adequate and permitted, revises this classification at the end of each year.

a) Financial assets measured at amortised cost


This category includes financial assets for which the following requirements are met:
(iii) the asset is held as part of a business model the aim of which is to hold the asset with
a view to collecting on the related contractual cash flows; and
(iv) the contractual terms of the asset envisage cash flows represented purely by
payments of principal and interest on the amount of principal to be repaid.

These are mainly trade receivables, loans and other receivables.

Trade receivables with no significant financial component are recognised at the price
defined for the related transaction (determined in accordance with the provisions of
standard IFRS 15 Revenue from Contracts with Customers).
Other receivables and loans are initially recognised on the financial statements at fair
value, increased by any accessory costs directly attributed to the transactions that
generated them.
Annual financial statements 296 - 297

An assigned receivable is eliminated if the assignment provides for the total transfer of
the connected risks and benefits (contractual rights to receive the flows from a financial
asset). The difference between the book value of an assigned asset and the consideration
received is recognised amongst financial items of income.

At subsequent measurement, the financial assets at amortised cost, with the exception
of receivables with no significant financial component, are discounted using the effective
interest rate. The effects of this measurement are recognised amongst the financial items
of income.

With reference to the impairment model, Unieuro measures receivables adopting an


expected loss logic.
For trade receivables, Unieuro takes a simplified approach to measurement, which does
not require the recording of periodic changes to the credit risk, as much as it does the
booking of an expected credit loss (an “ECL”), calculated over the lifetime of the receivable
(the “lifetime ECL”); more specifically, trade receivables are entirely written-down where
there is no reasonable expectation to recover such (e.g. situations of bankruptcy).

The impairment applied in accordance with IFRS 9 is booked to the Consolidated Income
Statement net of any positive effects linked to releases or write-backs and is stated
amongst operating costs.

b) Financial assets measured at fair value through other comprehensive income (“FVOCI”)
This category includes financial assets for which the following requirements are met:
(iii) the asset is held under the scope of a business model the aim of which is both to
collect on contractual cash flows and to sell the asset; and
(iv) the contractual terms of the asset envisage cash flows represented purely by
payments of principal and interest on the amount of principal to be repaid.

These assets are initially recognised on the financial statements at fair value, increased
by any accessory costs directly attributed to the transactions that generated them. At
subsequent measuring, the measurement applied at the time of booking is updated and
any changes in fair value are recognised on the statement of comprehensive income.

With reference to the impairment model, please refer to the description detailed in point
a) above.

c) Financial assets measured at fair value through profit and loss (“FVPL”)
This category includes financial assets that are not classified elsewhere in previous
categories (i.e. residual category). They are mainly derivatives.

Assets of this category are booked at fair value initially.


Accessory costs incurred when booking the asset are immediately allocated to the
income statement.

At subsequent measurement, FVPL financial assets are measured at fair value.


Profit and loss deriving from changes in fair value are booked to the consolidated income
statement during the period in which they are recorded.
Purchases and sales of financial assets are booked on the settlement date.
Financial assets are removed from the financial statements when the related contractual
rights expire or when Unieuro transfers all risks and benefits of the ownership of the
financial asset..

Equity investments in subsidiary companies


Equity investments in subsidiary companies (not classified as held for sale) are classified
under the item “other non-current assets” and they are recorded at cost, adjusted for
losses in value.
The positive differences that emerge during the acquisition of equity investments
between the price and the corresponding shares of shareholders’ equity are maintained
in the carrying amount of the actual equity investments. The purchase or sale values of
equity investments, business units or corporate assets under joint control are reported
in line with the historical carrying amounts of the cost without recording capital gains or
capital losses.
If there are indications that the equity investments may have suffered a reduction in
value, they are subjected to impairments tests and written down if necessary. For the
impairment loss to be debited to the income statement there must be objective evidence
that events have occurred which have an impact on the future estimated cash flows of
the actual equity investments. Any losses exceeding the carrying amount of the equity
investments that may emerge in the presence of legal or implicit obligations for hedging
the losses of the investee companies are recorded under provision for risks and charges.
The original value is restored in subsequent years if the reasons for the impairment no
longer exist.
The related dividends are recorded under financial income from equity investments at
the time the right to obtaining them is established, which usually coincides with the
shareholders’ meeting resolution.

Inventories
Inventories are measured at the lower of the cost and net realizable value. The cost of
inventories includes all costs required to bring the inventories to their current location
and status. It includes in particular the purchase price and other costs which are directly
attributable to the purchase of goods. Trade discounts, returns and other similar items
are deducted in determining the costs of purchase. The method used to allocate cost is
the weighted average cost method.
The value of the obsolete and slow moving inventories is written down in relation to the
possibility of use or realization, through Inventory bad debt provision.

Cash and cash equivalents


Cash and cash equivalents include cash-on-hand and term and short-term deposits, the
latter with an original maturity of less than three months. For statement of cash flows
purposes, cash and cash equivalents comprise the above less bank overdrafts.
Annual financial statements 298 - 299

Financial liabilities
Financial liabilities are initially recognized at the fair value of the consideration received
net of directly related transaction costs. After initial recognition, the financial liabilities are
measured using the amortised cost criteria, applying the effective interest rate method.
Discounting using the effective interest method is recognized under financial expense in
profit or loss.
If there is a change in expected cash flows, the value of the liabilities is recalculated to
reflect that change on the basis of the present value of the new expected cash flows and
the internal rate of return determined initially.
Leasing payables are initially booked at the fair value of the instrumental assets contracted
or, if less, at the current value of the minimum payments due.

Employee benefits
Post-employment benefits can be provided in the form of defined contribution plans
and/or defined benefit plans. They are based on the employees’ remuneration and length
of service.

Defined contribution plans are post-employment benefit plans where the company and
sometimes its employees pay fixed contributions into a separate entity (a fund) and have
no legal or constructive obligation to pay further contributions if the fund does not hold
sufficient assets to pay all employee benefits relating to employee service in the current
and prior periods.

Defined benefit plans are post-employment benefit plans other than defined contribution
plans. They may be unfunded, or they may be wholly or partly funded by contributions by
the company, and sometimes its employees, into an entity, or fund, that is legally separate
from the company and from which the employee benefits are paid.
The amount which accrues is projected into the future to estimate the amount payable
upon termination of the employment relationship and subsequently discounted to take
into account the time that has passed prior to the actual payment.

The adjustments to the liabilities regarding employee benefits are determined on the basis
of actuarial assumptions, which are based on demographic and financial assumptions and
recognised on an accrual basis concurrently with the employment services required in order
to obtain the benefit. The amount of the rights accrued during the year by the employees
and the portion of the interests on the accrued amount at the beginning of the period and
the corresponding movements referring to the same period observed is allocated to the
income statement under the item “Personnel expenses” while the financial expense arising
from the actuarial calculation is recognised in the comprehensive statement of income
under the item “Profit (loss) from restatement of defined benefit plans”.
The company engaged an external actuary to perform the actuarial valuation.
Following the amendments made to Italian post-employment benefits (TFR) by Law
no. 296 of 27 December 2006 and subsequent decrees and regulations (the “Pension
reform”) issued in early 2007:
• the benefits vested up to December 31, 2006 are considered to be a defined benefit
plan under IAS 19. Benefits provided to employees in the form of TFR which are
granted upon termination of the employment relationship are recognised in the
vesting period;
• TFR which accrues subsequently to 1 January 2007 is considered to be a defined
contribution plan and therefore the contributions accrued during the period are
recognised as a cost in their entirety and the portion which has not yet been paid
is recognised as a liability under “Other current liabilities”.

Provisions
A provision is recognized when the company has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation. When the Company believes that allocation to the provision
will be partially or fully refunded, for example in the case of risks covered by insurance
policies, the indemnification is recognised distinctly and separately in assets if, and only
if, it is practically certain. In this case, the cost of the eventual allocation is shown in the
income statement net of the amount recognised for the indemnification. When the effect
of the time value of money is significant, the company discounts the non-current part of
the provision.

Onerous contracts provision


The company recognises a provision for onerous contracts when the unavoidable costs
of meeting the obligation under the contract exceed the economic benefits expected to
be received under it. The unavoidable costs under a contract reflect the least net cost of
terminating the contract, which is the lower of the cost of performing the obligations under
the contract and any damages or penalties arising from failure to perform the obligations
under such contract. Prior to recognizing the provision, the company recognises any
impairment of the assets associated with the contract.

Provision for DOS restorations


When a lease agreement includes a clause requiring the restoration of a building, the
company recognises a provision for DOS restorations. The carrying amount of its
obligation includes the estimated restoration costs up until when the building is returned
to the lessor.

Restructuring provision
A provision is established for restructuring when there is a detailed and official programme
for restructuring that has been approved and the restructuring has begun or the main
aspects of which have been publicly disclosed to third parties.

Trade payables
Trade payables are recognized at their nominal amount, net of discounts, returns or
invoicing adjustments, which is equal to the fair value of the company’s obligation. When
a financial transaction takes place based on the terms of payment that have been agreed,
the payables are measured at amortised cost through discounting of the nominal value
receivable, with a discount recognised as a financial expense.
Annual financial statements 300 - 301

Impairment of non-financial assets


The company tests property, plant and equipment and intangible assets for impairment.
When there is an indication of impairment, it estimates the asset’s recoverable amount.
The standard does not require formal preparation of an estimate of the recoverable amount
except when there is an indication of impairment. The only exceptions are intangible
assets not yet available for use and goodwill acquired in a business combination which
are tested for impairment annually and whenever there is an indication of impairment.
Management performs the impairment test for all those assets that require annual testing
at the reporting date.
In assessing whether there is any indication that an asset may be impaired, the company
considers the following indications:
• market interest rates or other market rates of return on investment have increased
during the period, and those increases are likely to affect the discount rate used
and decrease the asset’s recoverable amount;
• significant changes have taken place in the technological or market environment
in which the company operates;
• the asset’s physical obsolescence is unrelated to the depreciation or amortization
charged in a certain period of time;
• any extraordinary plans introduced during the reporting period that could impact
the assets (e.g., a restructuring plan); and
• interim operating losses.

If the analysis shows that there are potential losses due to impairment, the management
will make a preliminary check relative to the useful life, the amortisation criterion, and the
residual value of the asset and, based on the applicable accounting standard, shall make
any amendments to these parameters; specific analysis relative to the impairment of the
asset will take place at a later time.

As described in IAS 36, the recoverable value of an asset is the higher of the value in use
and the fair value (net of costs to sell) of the asset itself. Furthermore, in the definition
provided in the international accounting standard, the instructions are the same whether
they refer to a single asset or to cash flow generating units.
In order to best understand the guidance of IAS 36, some key definitions are set out
below:
Value in use: this is the present value of the future cash flows expected to be derived from
an asset or cash generating unit. In particular, an asset generates cash flows, which will be
discounted at a pre-tax rate which reflects the market valuations on the current value of
money and the specific risks inherent in the asset. These cash flows are determined based
on the company’s business plan. These plans are constructed on the basis of detailed
budgets and separate calculations for each asset/cash generating unit. The budgets do
not include the effects of extraordinary activities (restructurings, sales and acquisitions)
and cover a maximum period of five years.
Fair value: it represents the price that could be secured for the sale of an asset or
which could be paid for the transfer of a liability in an arm’s length transaction on the
measurement date. The company uses valuation models to determine fair value based on
quoted shares, multiple models and other available indicators.
Cash-generating unit (CGU): the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from other assets or groups of
assets. A group of assets is the smallest identifiable group able to generate incoming
cash flows;
Book value: the book value is the value of assets net of depreciation, write-downs and
write backs.

It is not always necessary to determine both an asset’s fair value and its value in use.
If either of these amounts exceeds the asset’s carrying amount, it is not necessary to
estimate the other amount. It may not be possible to determine fair value of an asset or
a cash-generating unit because there is no basis for making a reliable estimate of the
amount obtainable from the sale of the asset in an orderly transaction between market
operators. In this case, the company may use the asset’s value in use as its recoverable
amount.
Once all the values useful to measure the asset or the cash-generating unit have been
identified and determined, the company compares its carrying amount with its recoverable
amount. If the carrying amount is higher than the recoverable amount, the company
reduces the asset’s carrying amount to its recoverable amount and the reduction is an
impairment loss.

On each balance sheet closing date the company will furthermore measure, in regard to
all the assets other than goodwill, eventual existence or non-existence of impairment that
has previously been recognised and, should these indications exist, the recoverable value
is estimated. An impairment loss recognized in prior periods can be reversed if, and only
if, there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognized.
The write-back cannot exceed the book value that would have existed, net of depreciation
and amortization, if no impairment loss had been recognised in previous years. This write
back is recognised in the income statement.

Derivative financial instruments and hedge accounting


The Company holds no derivative financial interests for speculative purposes. However,
if the derivative financial instruments do not satisfy all the terms and conditions required
for hedge accounting, the changes in fair value of these instruments are recognised in the
income statement as financial expenses and/or income.
Therefore, the derivative financial instruments are recognised using hedge accounting
rules when:
• the formal designation and documentation of the hedging relation itself exists
from the beginning of the hedge;
• it is presumed that the hedge is highly effective;
• the effectiveness can be reliably measured and the hedge itself is highly effective
during the periods of designation.

The Company uses the derivative financial instruments to cover their exposure to interest
rate and currency risk.
The derivatives are initially measured at fair value; the transaction costs attributable to
them are recognised in the income statement at the time that they are incurred. After
initial recognition, the derivatives are measured at fair value. The relative changes are
recognised as described below.
Annual financial statements 302 - 303

Cash flow hedges


The changes in the fair value of the derivative hedging instrument designated as a cash
flow hedge are recognised directly in equity to the extent that the hedge is effective.
For the non-effective portion, the changes in fair value are recognised in the income
statement.
Recognition of the hedge, as indicated above, ceases prospectively if the instrument
designated as the hedge:
• no longer satisfies the criteria for recognition as a hedge;
• reaches maturity;
• is sold;
• is ceased or exercised.

The accumulated profit or loss is kept in equity until the expected operation takes place.
When the hedged element is a non-financial asset, the amount recognised in equity is
transferred to the book value of the asset at the time that it is recognised. In other cases,
the amount recognised in equity is transferred to the income statement in the same year
in which the hedged element has an effect on the income statement.

Share-based payment
Key management personnel and some managers may receive part of their remuneration
in the form of share based payments. Under IFRS 2, they qualify as equity-settled share-
based payment transactions. The right to payment accrues over the vesting period during
which the managers perform their duties as employees and reach performance targets.
Therefore, during the vesting period, the fair value of the share-based payment at the
grant date is recognized as a cost in profit or loss with a balancing entry in the relevant
equity reserve. Changes in the current value after the grant date do not have an effect on
the initial valuation. In particular, the cost, which corresponds to the current value of the
options on the assignment date, is recognised among personnel costs on a straight line
basis throughout the period from the date of the assignment and the date of maturity,
with an offsetting entry recognised in shareholders’ equity.

Derecognition of financial assets and liabilities


The company derecognises a financial asset (or, where applicable, part of a similar
financial asset) when:
• the rights to receive cash flows from the asset have expired;
• the company retains the contractual rights to receive the cash flows of the financial
asset, but assumes a contractual obligation to pay the cash flows to one or more
recipients promptly.

The company removes a financial liability from its statement of financial position when
the obligation specified in the contract is discharged or cancelled or expires.

Revenue
Revenue from contracts with customers is booked in accordance with standard IFRS
15. On the basis of the five-phase model introduced by IFRS 15, Unieuro books revenues
after having identified contracts with its customers and the related provisions to be made
(transfer of goods and/or services), determined the price to which it believes it is entitled
in exchange for the completion of each provision, as well as assessed the method by
which said provisions can be made (fulfilment at a given time versus fulfilment over time).

Revenues are booked when the performance obligations are met through the transfer
of goods or services promised to the customer, when the Group is likely to receive the
economic benefits arising from them and the relative amount may be determined reliably,
regardless of the collection. The price of the transaction, which represents the amount
of the price that the entity expects to receive in exchange for the supply of goods or
services to customers, is allocated on the basis of the stand-alone selling prices of the
related performance obligations.
Revenues are measured not including discounts, reductions, bonuses or other taxes on
sales.
The following specific revenue identification criteria must be met in order to recognise
revenue:

Sale of goods
The revenue is recognised when control of the asset is transferred to the customer and the
company has transferred to the buyer all the significant risks and benefits connected to
ownership of the asset, generally at the time that the consumer purchases the product at
the point of sale, the delivery of the good to a residence in the event of home delivery, or
when the ownership is transferred in the Indirect and B2B channel. Moreover, bill and hold
sales, in which delivery is delayed at the buyer’s request, are also recognized as revenue
when the buyer takes title and accepts billing. The revenue is recognised when the asset
is available, has been identified and is ready to be delivered and furthermore deferral of
the delivery has been requested by the purchaser. In the same way, the revenue from
the sale is recorded when the good is purchased by the consumer, even if installation is
required; indeed, the revenue is recognised immediately upon acceptance of delivery by
the purchaser when the installation procedure is very simple (for example installation of
a device that requires only unpacking, and connection to an electrical outlet).
Unieuro has a customer loyalty program which is based on points, the Unieuro Club, with
which customers can accumulate loyalty points when they acquire products in points
of sale bearing the Unieuro Brand. When they reach a specified minimum number of
points, these can be used as a discount on the purchase of another product. The duration
of the programme coincides with the fiscal year. Unieuro records an adjustment to the
estimated revenues based on the points accrued which had not yet been spent, the
value of the discount to be paid as provided by the loyalty programme and the historical
information regarding the percentage of loyalty point usage by customers.

Right of return
In order to book the transfer of products with right of return, Unieuro notes the following:
a) adjustment of sales revenues by the amount of the price of the product for which
return is envisaged;
b) records a liability for future reimbursements and
c) records an asset (and the corresponding adjustment of the cost of the sales) for the
right to recover products from the customer upon extinguishing of the liability for future
reimbursements.
Annual financial statements 304 - 305

Rendering of services
Revenues and costs deriving from the provisions of services (revenues realised over time)
are recorded according to the measurement of progress made by the entity towards the
complete fulfilment of the obligation over time. . More specifically, the transfer over time
is measured on the basis of the input method, i.e. considering the efforts or input used by
the Group to fulfil the individual performance obligation.
For the sale of guarantee extension services over and above the guarantee provided
by the manufacturer pursuant to the law, Unieuro recognises the revenue throughout
the duration that the services are provided, based on the estimated interventions for
repairs under guarantee. These are estimated using historical information on the nature,
frequency and cost of the work provided under warranty spread out over time to simulate
the future occurrence of these events.

Unieuro incurs costs for the acquisition of the contract spanning several years.
These costs, typically represented by the premiums recognised to employees for each
additional sale made and which will be recovered by means of revenues deriving from
the contract, were capitalised as contract costs and amortised on the basis of the
measurement of the entity’s progress in transferring the goods and services transferred
to the customer over time.

Commissions
The payments received on the sale of specific goods and services such as for example
consumer loans, are calculated as a percentage of the value of the service that is carried
out or, sometimes on the basis of a fixed consideration and they correspond with the
amount of the commission received by Unieuro.

Revenues from operating leases as lessor


Revenue from operating leases is recognized on a systematic basis over the lease term
and is classified under “Other income”, given its operating nature.
Costs
The costs and other operating expenses are recognised in the income statement when
they are incurred on the basis of the accruals principle and the correlation of revenues,
when they do not produce future economic benefits or when the latter do not have to be
recognised as assets.
The cost to acquire goods is recognized when the company assumes all the risks and
rewards of ownership of the good, measured at fair value of the consideration due net of
any returns, rebates, trade discounts and premiums.

Agreements with suppliers involve recognising premiums and contributions. These


premiums and contributions are recognised either as a percentage of the quantities
purchased, or as a fixed figure on the quantities purchased or sold, or as a defined
contribution. For commercial agreements with a maturity date that is later than the end
of the financial year an estimate is made based on the amount of purchase or sale and
on valuations that take into account historical data regarding the effective recognition of
premiums and contributions by suppliers.

The costs for services are recognised on the basis of the progress of the services at the
closing date of the year.
It is hereby specified that the costs relative to the listing of the shares of the Company
on Mercato Telematico Azionario of Borsa Italiana S.p.A. are recognised in the income
statement when they are incurred pursuant to the accruals principle. This accounting
treatment arises from the structure of the offer solely for the placement of the shares
sold by Italian Electronics Holdings, which did not generate income for the Company.

The costs arising from operating leases are recognised on a straight line basis throughout
the duration of the reference contracts. Additional costs which depend on and are
determined by the revenues achieved in a specific point of sale, are recognised on an
accruals basis during the contractual period.

Interest income and expense


Interest income and expenses are recognised in the net result for the year on an accruals
basis using the effective interest rate method. The effective interest rate is the rate that
exactly discounts estimated future cash payments or receipts through the expected life
of the financial instrument or, when appropriate, a shorter period to the net carrying
amount of the financial asset or financial liability.

Taxes
Current taxes
Income taxes are determined using a realistic estimate of the tax expense to be paid on
an accruals basis and considering the ruling tax legislation. The tax rates and tax laws
applied to calculate the income taxes are those enacted or substantially enacted by the
end of the reporting period. Current taxes on off-income statement items are recognized
directly in the statement of comprehensive income, and hence, in equity, consistently
with the item to which they refer.
It is hereby specified that beginning from 28 February 2019, Unieuro S.p.A. had exercised
Annual financial statements 306 - 307

an option for the Domestic Tax Consolidation regime, in the capacity of “Consolidating
Company” (pursuant to article 117 of Presidential Decree 917 of 22/12/1986) together with the
“Consolidated Company” which is Monclick S.r.l. The option makes it possible to determine
IRES (corporate income tax) due on a tax base which corresponds to the algebraic sum
of the taxable revenue and tax losses of the individual companies that are included in the
Consolidation. The economic relations, responsibilities and reciprocal obligations between
the “Consolidating Company” and the “Consolidated Company” have been set out in detail
in a specific contract that establishes the operating procedures for management of the tax
positions between the various companies that belong to the Domestic Tax Consolidation.

Deferred taxes liabilities


Deferred taxes are calculated using the liability method applied to temporary differences
arising at the reporting date between the tax base of assets and liabilities and their
carrying amounts. The deferred tax liabilities are recognised against all taxable temporary
differences, except when the deferred taxes arise from initial recognition of goodwill of
an asset or liability in a transaction that is not a business combination and that, at the
time of the transaction, has no effect either on the profit for the year calculated for the
balance sheet statement purposes or the profit or the loss calculated for tax purposes.
The deferred tax assets are recognised against all the deductible temporary differences
and for tax losses brought forward, to the extent that the existence of adequate future
taxable profits sufficient for usage of the deductible temporary differences and tax losses
brought forward is probable. The company remeasures deferred tax assets at the end of
every reporting period and decreases them to reflect the amount that will no longer be
recovered through sufficient taxable profits available in the future. The deferred tax assets
which are not recognised are re-examined periodically on the balance sheet closing date
and they are recognised to the extent that it has become probable that there will be
taxable profit that can absorb these deferred taxes.
Deferred taxes are measured at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates that have been
enacted or substantially enacted by the end of the reporting period. The estimate has
considered the provisions of law 208 of 28 December 2015 the “2016 Stability Law 2016”
were taken into account. It required the Company to reduce the IRES rate from 27.5% to
24% with effect for tax periods after 28 February 2017.
The deferred tax assets and liabilities are offset if they refer to taxes payable to the
same tax authority and there exists a legal right that allows offsetting of the assets and
liabilities for current taxes.

Effects of the changes in foreign currencies


The Financial statements are presented in Euro, which is the company’s functional and
presentation currency. The transactions in a foreign currency are recognised initially at
the exchange rate (which refers to the functional currency) existing as at that transaction
date. Cash assets and liabilities denominated in foreign currency are retranslated into
the functional currency at the exchange rate in effect at the reporting date. All foreign
exchange differences are recognised in the income statement. Non-monetary items
in foreign currency carried at historical cost are converted using the transaction-date
exchange rates. Non-monetary items recognized at fair value in foreign currency are
converted using the exchange rate ruling on the date fair value was measured.
Earnings per share
Earnings per share - basic
Basic earnings per share are calculated by dividing the company’s profit by the number
of Unieuro shares at the date of approval of the Financial statements.

Earnings per share - diluted


Diluted earnings per share are calculated by dividing the company’s profit by the number
of Unieuro shares at the date of approval of the Financial statements. To this end, the
shares are adjusted for the effects of all dilutive potential ordinary shares.

Segment Reporting
IFRS 8 defines an operating segment as a component of an entity that: i) engages
in business activities from which it may earn revenues and incur expenses (including
revenues and expenses relating to transactions with other components of the same
entity); ii) whose operating results are regularly reviewed by the entity’s chief operating
decision maker to make decisions about resources to be allocated to the segment and
assess its performance; and iii) for which discrete financial information is available.
Segment reporting has been prepared to comply with IFRS 8 - Operating segments,
which requires the presentation of information in line with the methods adopted by the
chief operating decision maker. Therefore, identification of the operating segments and
the information presented is based on internal reports used by management to allocate
resources to the segment and assess its performance.
Annual financial statements 308 - 309

2.7 New accounting standards


Accounting standards, amendments and interpretations IFRS and IFRIC endorsed by
the European Union which are not yet of mandatory application and had not been
adopted early by Unieuro as at 28 February 2019
Below are the new accounting standards or amendments to standards applicable for the
years beginning after 1 January 2019, for which early application is allowed. Unieuro has
decided not to adopt them early for preparation of these financial statements:
• IFRS 16 – Leases On 13 January 2016, the IASB issued “IFRS 16 – Leases”. Unieuro,
which will need to adopt IFRS 16 Leasing starting 01 March 2019, has estimated the
effects, as reported below, deriving from the first time adoption of this standard on the
financial statements. Please note that the final effects of the adoption of said standard
as at 01 March 2019 may differ insofar as new measurement criteria may be changed
from now until the presentation of Unieuro’s first financial statements for the year
including the date of first application.
With the publication of the new accounting standards IFRS 16 “Leases”, the IASB
replaces the accounting rules envisaged by IAS 17 and the interpretations IFRIC 4
“Determining whether an Arrangement contains a Lease”, SIC-15 “Operating Leases—
Incentives” and SIC-27 Evaluating the Substance of Transactions Involving the Legal
Form of a Lease”.

IFRS 16 introduces a single model for booking leasing on the financial statements
of lessees, whereby the lessee records an asset that represents a right to use the
underlying asset and a liability that reflects the obligation to make payment of lease
charges. The transition to IFRS 16 has introduced some elements of professional
judgement that entail the definition of certain accounting policies and the use of
assumptions and estimates in connection with the lease term and the definition of the
incremental borrowing rate.
Exemptions are envisaged to the application of IFRS 16 for short-term leases and
assets of modest value.
Unieuro will reassess the classification of sub-leasing in which it is the lessor; on the
basis of the information currently available, Unieuro expects to reclassify a sub-lease
as a financial lease.

Unieuro’s contracts coming under the scope of application of the standard mainly
refer to the rental of stores, central offices, warehouses and vehicles.

The nature of the costs relating to said leases will change insofar as Unieuro will be
amortising the assets for the right of use and financial expenses on the leasing liabilities.
Previously, Unieuro booked the costs for operating leases on a straight line basis
throughout the duration of the lease and noted the assets and liabilities only where
there were temporary differences between when the lease charges were paid and the
costs recorded. Additionally, Unieuro will cease recording provisions for operating leases
considered as expenses, including the payment for the lease amongst leasing liabilities.
No significant impact is expected for Unieuro’s financial leases.

Unieuro intends to apply IFRS 16 from the date of first application (i.e. 01 March 2019),
using the modified retroactive method and, therefore, without recalculating the
comparative information.
The impacts as at 01 March 2019 show an increase in financial liabilities for an amount
of approximately Euro 440 million, equal to the current value of the future charges
expected by the lease term.

The adoption of IFRS 16 will not affect its capacity to respect the covenant envisaged
in the loan contract described under not 5.11 Financial liabilities.

• On 12 December 2017, the IASB published Annual Improvements to IFRSs 2015 -2017
Cycle, which include amendments to IAS 12 - Income Taxes, IAS 23 - Borrowing Costs,
IFRS 3 - Business Combinations and IFRS 11 - Joint Arrangements. The amendments
will come into force on 1 January 2019. Early application is permitted.
• On 7 February 2018, the IASB published the amendments to IAS 19 - “Plan Amendment,
Curtailment or Settlement” which clarify how pension expenses are calculated when
there is a change in the defined benefits plan. The amendments will come into force
on 1 January 2019.
• On 12 October 2017 the IASB issued amendments to IAS 28 - Long-term Interests in
Associates and Joint Ventures. The amendments are designed to clarify to which long-
terms receivables from an associated company or joint venture which, in essence, are
part of the net investment of the associated company or joint venture IFRS 9 applies.
• IFRIC 23 - On 7 June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax
Treatments that provides accounting guidance on how to reflect any income tax
uncertainties regarding the taxation of a given phenomenon. IFRIC 23 will enter into
force on 1 January 2019.
• On 12 October 2017, the IASB issued amendments to IFRS 9 - Prepayment
Features with Negative Compensation. The amendments are aimed at allowing
the measurement at amortised cost or fair value through other comprehensive
income (OCI) of financial assets featuring an early termination option with negative
compensation. The provisions of IFRS 9 are effective from the years beginning on or
after 1 January 2019.

Based on the facts and cases to which the new documents apply, and acknowledging
the current accounting standards adopted by Unieuro, it is believed that there will be
significant effects from the first-time application of these documents insofar as IFRS 16,
which will enter into effect starting 01 March 2019. With reference to the new standards,
based on some calculations, it is reasonable to assume that the effects for Unieuro
arising from first time application of these new standards will not be significant.

The accounting standards, amendments and IFRS interpretations which have not yet
been endorsed by the European Union
• On 29 March 2018, the IASB published the amendments to the “References to the
Conceptual Framework in IFRS Standards”. The amendments go into effect on 1
January 2020.
• On 22 October 2018, the IASB published changes to IFRS 3 - Business Combinations.
The amendment aims to help determine if a transaction is an acquisition of a business
or group of businesses that does not meet the definition of business given in IFRS 3.
The changes will apply to acquisitions made after 1 January 2020.
• On 31 October 2018, the IASB published changes to IAS 1 and IFRS 8 - Definition
of Material. The amendment aims to clarify the definition of “material” so as to help
Annual financial statements 310 - 311

companies decide whether or not information needs to be included on the financial


statements. The changes will apply as from 1 January 2020.
• On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the
profitability and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued in
2004 as interim Standard. It will come into effect starting 1 January 2021.

3. Information on financial risks


In terms of business risks, the main risks identified, monitored and, as specified below,
actively managed by the Company are as follows:
• credit risk (both in relation to normal trading transactions with customers as well
as financing activities);
• liquidity risk (with respect to the availability of financial resources and access to
the credit market and financial instruments in general);
• market risk (including currency and interest rate risks).

The objective is to maintain over time balanced management of the financial exposure
so as to ensure a liability structure that is coherent in terms of the composition of the
asset structure and able to ensure the necessary operating flexibility through the usage
of liquidity generated from current operations and usage of bank lending.
The main financing instruments used are:
• medium-long term loans, to cover investments in fixed assets;
• short-term loans, current account credit lines to finance working capital.

Furthermore, hedges have been established to cover the risk of interest rate fluctuation,
that have influenced the cost of financial indebtedness in the medium - long-term and
consequently also the economic results. The following section provides qualitative and
quantitative information regarding the incidence of these risks.

3.1 Credit Risk


Credit risk is the possibility that an unexpected change in the credit rating of a
counterparty will expose the Company to the risk of default, subjecting it to potential
lawsuits. By way of introduction we note that the credit risk which the Company is
subject to is minimal since its sales are mainly to the end consumers who pay the
consideration upon purchasing the product. Sales to affiliates (Indirect channel) and
wholesale customers (B2B channel) which represent a total of 16.1% of the Company’s
revenues as at 28 February 2019, require the company to use strategies and instruments
to reduce this risk. The Company has in place processes for credit monitoring that
provide for obtaining bank guarantees to cover a significant amount of the turnover
in existence with customers, analyse the reliability of customers, the attribution of a
credit line, control of exposures through reporting with separate payment deadlines
and average collection times. There are no significant concentrations of risk. The other
receivables are mainly receivables from the tax authorities and public administrations,
lease instalments paid early and advances paid for services which therefore carry a
limited credit risk.
The financial assets are recognised net of write-downs calculated based on counterparty
default risk. This is determined according to procedures that can involve both write-
downs of individual positions, if they are individually significant, and for which there is
an objective condition of total or partial non-collectability, or on collective write-downs
based on historical and statistical data. Furthermore, the book value of the financial
assets represents the Company’s maximum exposure to credit risk.

3.2 Liquidity Risk


Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual
obligations consist of discharging financial liabilities within the deadlines that have been
set. Liquidity risk management is the management of incoming funds, guaranteeing a
balance between cash inflows and outflows and thereby minimizing the cost of financial
management. This translates into procuring financial resources sufficient to maintain the
company’s financial structure streamlined, reducing that cost to the minimum level (in
terms of financial expenses). Liquidity risk is limited by:
• cash flows from operations: optimal management of incoming cash flows from
normal operations as compared to cash outflows;
• usage of short-term loans (hot money);
• usage of committed credit lines: these are credit lines that pools of banks commit
to having available for the Company until maturity;
• usage of non-committed financial assets only for funding purposes;
• usage of medium/long-term loans able to maintain the Company’s ordinary and
other operations; the usage of this type of resource requires constant monitoring
of expirations of financial debts as well as contingent market terms and conditions.

The liquidity risk consists of the possible difficulty of obtaining financial resources at an
acceptable cost in order to conduct normal operating activities. The factors that influence
liquidity risk refer both to resources that are generated or absorbed by current operations
as well as to those that are generated or absorbed by investments and financing, the
latter referring to repayment schedules or accessing short and long-term financial loans
and the availability of funds in the financial market.
Annual financial statements 312 - 313

The financial structure in its entirety is constantly monitored by the Company to ensure
coverage of its liquidity needs. Below is the Company’s financial structure by deadline for
the years and at 28 February 2019 and 28 February 2018:

(Amounts in Balance as at 28 Between 12M


thousands of Euros) February 2019 Within 12M and 60M Over 60M Total

Financial liabilities 43,567 12,455 31,112 - 43,567

Other financial liabilities 20,454 7,683 12,771 - 20,454

Total 64,021 20,138 43,883 - 64,021

(Amounts in Balance as at 28 Between 12M


thousands of Euros) February 2018 Within 12M and 60M Over 60M Total
Financial liabilities 47,479 6,961 40,518 - 47,479

Other financial liabilities 19,668 7,473 12,195 - 19,668

Total 67,147 14,434 52,713 - 67,147

3.3 Market Risk


3.3.1 Interest rate risk
The Company uses external financial resources in the form of debt and available liquidity
from bank deposits. Changes in the market interest rate levels influence the cost and return
of various forms of financing and usage, thereby affecting the level of the Company’s
financial income and expenses.
To address these risks, the Company has stipulated with a pool of banks derivative
contracts consisting of interest rate swaps (IRS) in order to mitigate the potential effect
of changes in the interest rates on the economic result, with economically acceptable
terms and conditions.
The interest rate swaps in existence as at 28 February 2019 were stipulated following the
conclusion of a loan contract with a pool of banks, led by Banca IMI S.p.A. On 12 February
2018, following the closing which took place on 9 January 2018, the date on which the
loan agreement known as the Senior Facilities Agreement (the “Loan Agreement”) was
entered into, new interest rate swaps associated with the term loan currently provided by
the syndicate were signed.

(Amounts in thousands of Euros)   Nominal value as at Fair value as at

Derivative contracts Stipulated on Expires on 28/02/2019 28/02/2018 28/02/2019 28/02/2018


Interest Rate Swaps
(IRS) 12/02/2018 09/01/2023 42,500 50,000 413 251

The interest rate swaps, which satisfy the requirements of IFRS 9, are recognised using
the hedge accounting method. The amount recognised in equity under the cash flow
hedge reserve is equal to Euro 313 thousand (negative) as at 28 February 2019 and Euro
191 thousand (negative) as at 28 February 2018.
Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that
indicates the effects on the income statement and on shareholders’ equity arising from
a hypothetical change in market rates which discount appreciation or depreciation equal
to 50 BPS compared to the forward rate curves as at 28 February 2019.

Effect of changes on financial expenses - income statement


To address the risk of changes in interest rates, the Company has stipulated with a pool
of banks derivative contracts consisting of interest rate swaps in order to mitigate, under
economically acceptable terms and conditions, the potential effect of changes in the
interest rates on the economic result. A change in the interest rates, from a hypothetical
change in market rates which respectively discount appreciation and depreciation of 50
BPS, would have resulted in an effect on financial expenses for 2018 as follows below.

(Amounts in thousands of Euros) - 50 bp + 50 bp

At 28 February 2019 32 (201)

Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower
profit and a decrease in equity.

We note that the sensitivity analysis arising from a hypothetical increase or decrease of
50 bp in market rates, takes into account the hedges established by the Company.
We note that for the purposes of this analysis, no hypothesis has been made relative to
the effect of the amortized cost.

Effect of a change in the cash flow hedge- shareholders’ equity reserve


The impact on the fair value of IRS derivatives arising from a hypothetical change in
interest rates is summarized in the table below.

(Amounts in thousands of Euros) - 50 bp + 50 bp

Sensitivity analysis as at 28 February 2019 (492) 497

3.3.2 Currency Risk


The company is exposed to currency risk, which is the risk connected to fluctuations in
the exchange rate of two currencies, mainly due to importation of merchandise. This risk
is considered irrelevant for the Company since the volume of the transactions in a foreign
currency is not significant; in any case the Company covers the estimated exposure to
currency rate fluctuations related to the main transactions anticipated in the short term
concerning merchandise imports which require payment to suppliers in United States
dollars, using forward contracts for United States dollars. At 28 February 2019, there are
no forward instruments. The effects of these derivative financial instruments used for
hedging purposes were recognised in the income statement, as they do not comply with
all the requirements set forth in IAS 39 for hedge accounting.
Annual financial statements 314 - 315

3.4 Fair value estimates


The fair value of the financial instruments listed on an active market is based on market
prices as at the balance sheet date. The fair value of the instruments which are not listed
on an active market is determined by using valuation techniques which are based on a
series of methods and assumptions which are connected to market conditions as at the
balance sheet date.

The classification of the fair value of financial instruments based on the following
hierarchical levels is set out below:
• Level 1: fair value determined based on listed prices (not adjusted) on active markets
for identical financial instruments;
• Level 2: fair value determined using valuation techniques that refer to variables that
are observable on active markets;
• Level 3: fair value determined using valuation techniques that refer to variables that
are not observable on active markets.
Financial instruments measured at fair value are classified at level 2 and the general
criterion used to calculate them is the current value of future cash flows provided for the
instrument constituting the object of the measurement.
The liabilities relative to the bank indebtedness are measured using the amortised cost
criterion. Trade payables and receivables are measured at their book value, net of any
provision for bad debts, as this is considered to be close to the current value.
The table below separates financial assets and liabilities by category as at 28 February
2019 and 29 February 2018:

Period ended 28 February 2019  


Fair value
Loans and of hedging Other
 (Amounts in thousands of Euros) receivables instruments liabilities Total
Financial assets not designated at fair value

Cash and cash equivalents 77,412 - - 77,412

Trade receivables 41,643 - - 41,643

Other assets 33,360 - - 33,360

Financial assets designated at fair value

Other assets   0   0

Financial liabilities not designated at fair value

Financial liabilities - - 43,567 43,567

Trade payables - - 463,984 463,984

Other liabilities - - 191,241 191,241

Other financial liabilities - - 20,041 20,041

Financial liabilities designated at fair value

Other financial liabilities - 413 - 413


(Amounts in thousands of Euros) Year ended 28 February 2018
Fair value
Loans and of hedging Other
  receivables instruments liabilities Total
Financial assets not designated at fair value  
Cash and cash equivalents 60,209 - - 60,209
Trade receivables 40,366 - - 40,366
Other assets 27,460 - - 27,460
Financial assets designated at fair value
Other assets   56   56
Financial liabilities not designated at fair value
Financial liabilities - - 47,479 47,479
Trade payables - - 410,086 410,086
Other liabilities - - 163,150 163,150
Other financial liabilities - - 19,345 19,345
Financial liabilities designated at fair value
Other financial liabilities - 323 - 323

4. Information on operating segments


Management has identified just one operating segment, which is the entire company and
covers all the services and products provided to customers. Management’s view of the
company as an omnichannel business means that the company has identified a single
strategic business unit (SGBU). Management has also identified three cash generating
units (CGUs) inside the SBU to which goodwill has been allocated. This approach is
supported by the control model of the management’s operations that considers the
entire business, regardless of the product lines or geographical location, which are not
considered significant by management when taking decisions.
The operating segment’s results are measured by analysing trends of revenue and gross
operating profit or loss.

(in thousands of Euros and as a percentage of revenues) Year ended


28 February 2019 28 February 201883
Revenue 2,079,148 1,835,518
GROSS OPERATING PROFIT 59,946 44,349
% of revenues 2.9% 2.4%
Depreciation, amortisation and write-downs (29,876) (27,346)
OPERATING PROFIT 30,070 17,003
Financial income 1,587 299
Financial expenses (4,549) (7,920)
PROFIT BEFORE TAX 27,108 9,382
Income taxes 1,061 (861)
CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR 28,169 8,521

(83)
Unieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
March 2018). Therefore, the information relating to the comparison period have not been restated, namely they
are presented in accordance with IAS 18, IAS 11 and the related interpretations.

The impact of the gross Profit/(loss) on Revenues rose from 2.4% for the year ended 28
February 2018 to 2.9% for the year ended 28 February 2019, with the increase mainly due
to the increase in sales volumes.
Annual financial statements 316 - 317

The table below contains a breakdown of revenue by product category and service offered:

(In millions of Euro and as


a percentage of revenues) Year ended Changes
  28 February 2019 % 28 February 201884 % 2019 vs 2018 %
Grey 981,590 47.2% 872,337 47.5% 109,253 12.5%
White 545,468 26.2% 485,183 26.4% 60,285 12.4%
Brown 358,559 17.2% 309,823 16.9% 48,736 15.7%
Other products 109,528 5.3% 102,116 5.6% 7,412 7.3%
Services 84,003 4.0% 66,059 3.6% 17,944 27.2%
Total revenues
by category 2,079,148 100.0% 1,835,518 100.0% 243,630 13.3%

The table below contains a breakdown of the revenues per geographical area:

(Amounts in thousands of Euros) Period ended


  28 February 2019 28 February 201885
Abroad 3,954 7,540
Italy 2,075,194 1,827,978
Total 2,079,148 1,835,518

The revenues are attributed based on the invoicing in Italy/abroad.


Non-current assets in countries other than those in which the Company has branches are
not recognised.

5. Notes to the individual balance sheet items


5.1 Plant, machinery, equipment and other assets
Below is the balance of the item “Plant, machinery, equipment and other assets” by
category as at 28 February 2019 and 28 February 2018:

(Amounts in
thousands of Euros) Amounts as at 28 February 2019 Amounts as at 28 February 2018
Accumulated Net Accumulated Net
Historical Amortisation and book Historical Amortisation and book
  cost Depreciation value cost Depreciation value
Plant and machinery 136,184 (96,643) 39,541 122,078 (88,848) 33,230
Equipment 22,502 (15,122) 7,380 18,445 (14,269) 4,176
Other assets 175,011 (138,933) 36,078 164,523 (129,447) 35,076
Tangible assets under
construction 1,852 - 1,852 2,232 - 2,232
Total plant, machinery,
equipment and other
assets 335,549 (250,698) 84,851 307,278 (232,564) 74,714

(84)
 he segmentation of sales by product category takes place on the basis of the classification adopted by the
T
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
(85)
Unieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations.
The change in the item “Plant, machinery, equipment and other assets” for the period
from 28 February 2017 to 28 February 2019 is shown below:

Tangible assets
(Amounts in Plant and Other under construction and
thousands of Euros) machinery Equipment assets payments on account Total
Balance as at 28 February 2017 25,777 3,463 26,670 4,912 60,822
Increases 13,905 1,365 15,857 1,774 32,901
Business unit acquisitions 685 -- 1,242 -- 1,927
Decreases - (5) (10) (4,454) (4,469)
Amortisation, depreciation
and write downs/(write backs) (7,137) (651) (8,693) - (16,481)
Decreases in Amortisation,
Depreciation Provision - 4 10 - 14
Balance as at 28 February 2018 33,230 4,176 35,076 2,232 74,714
Increases 14,732 4,103 11,330 1,837 32,002
Business unit acquisitions 221 4 123 -- 348
Decreases (847) (50) (964) (1,633) (3,494)
Amortisation, depreciation
and write downs/(write backs) (8,642) (903) (10,277) (584) (20,406)
Decreases in Amortisation,
Depreciation Provision 847 50 790 - 1,687
Balance as at 28 February 2019 39,541 7,380 36,078 1,852 84,851

In the year ended 28 February 2019, the Company made net investments net of Euro
30,543 thousand.

In particular, net investments were mainly: (i) interventions for restructuring of selected
points of sale costing Euro 2,371 thousand through the restyling of the layouts and
reduction or expansion of the sales surface area; (ii) investments for the opening of new
points of sale in new consumer areas considered to be strategic or in areas which were
not sufficiently covered by the current portfolio of stores and refurbishing of the sales
outlets acquired from the Ex DPS Group S.r.l.and Galimberti S.p.A. business units for Euro
7,526 thousand; (iii) investments in relocating existing points of sale in consumer areas
considered to be more strategic costing Euro 2,263 thousand; (iv) minor maintenance
interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing Euro 3,779 thousand; (v) investments in creating facilities dedicated to
the display of specific products inside sales outlets and other investments regarding
the purchase of RT servers and PCs in order to comply with the new regulations on
privacy (GDPR) for a total of Euro 1,875 thousand; (vi) investments connected with the
development of a new logistics hub in Piacenza for 5,628 thousand.

The new financial lease contracts come to Euro 6,753 thousand, of which (i) Euro 131
thousand for electronic machinery; (ii) Euro 1,963 thousand for furnishing; (iii) Euro
4,496 mainly relating to lifting equipment, surveillance/anti break-in systems and data
transmission network for the new Piacenza warehouse; and (iv) Euro 163 thousand relative
to electrical systems for existing sales outlets undergoing restructuring/relocation.
Annual financial statements 318 - 319

Note that the acquisition of the 7 sales outlets belonging to DPS Group S.r.l. and the 5
sales outlets belonging to the Galimberti S.p.A. business unit were configured as business
combinations and therefore came under the scope of IFRS 3. As required by the standard,
the tangible assets were recorded at their fair value on the acquisition date, which meets
the requirements under IAS 16.
The Company relied on internal techniques for the assessment of this fair value through
which the value of the assets acquired was estimated at Euro 347 thousand. The
amortisation and depreciation was calculated based on the depreciation rates adopted
for the respective category.
The values and useful life are reflected in the financial statements from the date Unieuro
acquired control. For further details, see note 5.28 “Business unit combinations”

The item “Amortization and write-downs (write backs)” of Euro 29,876 thousand includes
Euro 20,406 thousand in amortisation, depreciation, write-downs and write-backs.
Impairment mainly relates to stores for which rental expense contracts have been identified.

In the year ended 28 February 2018, the Company made investments net of decreases in
the category “Assets under construction” of €30,374 thousand.

In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing Euro 5,784 thousand through the restyling of the layouts and reduction
or expansion of the sales surface area; (ii) investments for the opening and acquisition of
new points of sale in new consumer areas considered to be strategic or in areas which
were not sufficiently covered by the current portfolio of stores and refurbishing of the
sales outlets from the Andreoli S.p.A. and Cerioni S.p.A. business units costing Euro 13,487
thousand; (iii) investments in relocating existing points of sale in consumer areas considered
to be more strategic costing Euro 812 thousand; (iv) minor maintenance interventions of
an extraordinary nature and renewal of the furniture in various points of sale costing Euro
6,943 thousand; (v) investments in a new data centre and other tangible infrastructures
costing Euro 1,421 thousand and (vi) a contribution resulting from the acquisition of 21 sales
outlets belonging to the Andreoli S.p.A. business unit and the acquisition of 19 sales outlets
belonging to the Cerioni S.p.A. business unit costing Euro 1,927 thousand.

The new financial leases are equal to Euro 2,655 thousand and of these Euro 198 thousand
referred to electronic machines and Euro 2,457 thousand to furniture and furnishings.

Note that the acquisition of the 21 sales outlets belonging to the Andreoli S.p.A. business
unit and the 19 sales outlets belonging to the Cerioni S.p.A. business unit were configured
as business combinations and therefore came under the scope of IFRS 3. As required by
the standard, the tangible assets were recorded at their fair value on the acquisition date,
which meets the requirements under IAS 16.
The Company relied on internal techniques for the assessment of this fair value through
which the value of the assets acquired was estimated at Euro 1,927 thousand. The
amortisation and depreciation was calculated based on the depreciation rates adopted
for the respective category.
The values and useful life were reflected in the Financial Statements from the date of the
acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and
from 31 October 2017 for the progressive acquisition of the 19 Cerioni sales outlets.
The item “Amortization and write-downs (write backs)” of Euro 16,481 thousand includes
Euro 15,498 thousand in depreciation and Euro 983 thousand of write-downs and write
backs. The write-downs mainly refer to stores for which onerous leases were identified,
while the write backs refer to stores with a significant improvement in their economic
results, so that the lease was no longer considered onerous, and therefore previously
written down assets were written back.

The item “Plant, machinery, equipment and other assets” includes assets held under
financial leases consisting mainly of furnishings, energy saving lighting installations, air
conditioning installations, servers, computers and printers. These assets are guaranteed
by the lessor until the residual amount due is fully paid. For further details on the
amount of the debts to the leasing company, see note 5.13 “Other financial liabilities.”

5.2 Goodwill
The breakdown of the item “Goodwill” as at 28 February 2019 and as at 28 February 2018
is shown below:

(Amounts in thousands of Euros) Year ended

  28 February 2019 28 February 2018

Goodwill 170,767 167,645

Total Goodwill 170,767 167,645

The change in the “Goodwill” item for the period from 28 February 2017 to 28 February
2019 is shown below:

(Amounts in thousands of Euros) Goodwill

Balance as at 28 February 2017 151,396

Acquisitions 16,154

Increases -

Write-downs -

Balance as at 28 February 2018 167,550

Business unit acquisitions 95


Balance as at 28 February 2018

recalculated 167,645

Acquisitions 3,122

Increases -

Write-downs -

Balance as at 28 February 2019 170,767

The value of goodwill at 28 February 2019, equalling Euro 170,767 thousand, increased
over the year ended 28 February 2018 by Euro 3,122 thousand. The increase refers (i) to
the acquisition of the DPS business unit for Euro 1,240 thousand and (ii) to the acquisition
of the Galimberti business unit for Euro 1,882 thousand. Note that as required by IFRS 3,
Annual financial statements 320 - 321

Unieuro has reviewed the provisional allocation of the cost of the business combination
of the business unit Cerioni in order to reflect new information about the circumstances
at the acquisition date, which led to an increase in goodwill as at 28 February 2018 of
Euro 95 thousand.

It should be noted that, at the time of acquisition of the DPS business unit and Galimberti
business unit, Unieuro availed itself of the right provided under IFRS 3 to carry out a
provisional allocation of the cost of business combinations at fair value of the acquired
assets, liabilities and contingent liabilities assumed. If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected. For more details about the transactions, see
note 5.28 “Business unit combinations”.

Goodwill as at 28 February 2019 and 28 February 2018 can be broken down as follows:

Goodwill at Goodwill at
(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Resulting from mergers:  

Marco Polo Holding S.r.l. 94,993 94,993

Formerly Unieuro 32,599 32,599

Rialto 1 S.r.l. and Rialto 2 S.r.l. 9,925 9,925

Marco Polo Retail S.r.l. 8,603 8,603

Other minor mergers 5,082 5,082

Resulting from the acquisition of business units:

Andreoli S.p.A. 10,500 10,500

Cerioni S.p.A. 5,749 5,749

Galimberti S.p.A. 1,882 -

DPS Group S.r.l. 1,240 -

Dixons Travel 194 194

Total Goodwill 170,767 167,645

5.2.1 Impairment test


Based on the provisions of international accounting standard IAS 36, the Company should
carry out a check, at least once a year, to ensure the recoverability of the value of the goodwill
through an impairment test, comparing the carrying amount of the Cash Generating Units
(“CGU”) to which the goodwill is allocated with the recoverable value. The value in use has
consistently been adopted as the recoverable value in relation to market volatility and the
difficulty of collecting information related to determining fair value.

The goodwill impairment test prepared by the Company for each CGU was approved by
the Company’s Board of Directors on 08 May 2019. In the elaboration of the impairment
test the Directors used an appropriate report provided by a consultant under specific
assignment of the Company.
IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash
flows. The financial flows resulting from the CGUs identified should be independent of
one another, because a single Unit must be able to be autonomous in the realisation of
incoming cash flows, but all the assets within the Unit should be interdependent. Pursuant
to IAS 36 the correlation that exists between the goodwill acquired during the business
combination and the CGUs takes shape. In effect, at the time of the acquisition of the
goodwill, it must be allocated to the CGU or the CGUs which are expected to benefit the
most from the synergies of the combination. In this sense, the decisions linked to the
definition of these synergies strongly depend on the Company’s strategic organisation
models, the commercial purchase and sales decisions which, specifically, disregard the
number of sales points, which do not enjoy decision-making autonomy.

The operating sector identified by the Company into which all the services and products
supplied to the customer, converge coincides with the entire Company. The Company’s
corporate vision as a single omnichannel business ensures that the Company has
identified a single Strategic Business Unit (SBU). Within the SBU the Company has
identified three CGUs to which the goodwill was allocated. This approach is supported
by the operating control model by the corporate management which considers the entire
activity uniformly, disregarding the product lines or geographic locations whose division
is not considered significant for the purpose of taking corporate decisions.

The Company identified three CGUs to which the goodwill was allocated:
• Retail;
• Indirect;
• B2B.

The three units benefit from shared resources, like administration, back office and
logistics, but each of them features a different expected growth, with different risks and
opportunities and with specific features which cannot be provided in the other CGUs.

The Retail CGU relates to all financial flows coming from the Retail, Online and Travel
distribution channels. The Online and Travel channels are included in the Retail CGU
because the website uses the sales points for the delivery of goods and also often for the
supply of products to customers, while the Travel channel includes sales points located
at the main public transport hubs.

The Indirect CGU, which was previously referred to as Wholesale, includes turnover made
with respect to the network of affiliated stores and revenues produced in the large-scale
retail chain, through partnerships with major industry operators.

The B2B CGU relates to the wholesale supply of products under the scope of the business-
to-business channel.

The allocation of goodwill to the three CGUs took place in line with the specific activity
of the individual CGU in order to include the best exploitation of internal and external
synergies in the business model used.
Annual financial statements 322 - 323

As described previously, the Company opted for identifying the value in use to determine
the recoverable fair value. The value in use is calculated through an estimate of the current
value of the future financial flows that the CGUs could generate.

The source of the data on which the assumptions are made for determining the financial
flows are the final balances and the business plans.

The Business Plan used for the impairment test referring to the financial year ending 28
February 2019 is based on the strategic lines of the plan approved by the Board of Directors
on 12 December 2016, as subsequently updated, taking into account recent operating
trends. Specifically, the stocktaking data referred to the years ending 28 February 2017,
28 February 2018 and 28 February 2019, have been taken into consideration, the budget
for the period ending 29 February 2020 was elaborated and, as a result, the financial data
until 28 February 2024 was updated. The impairment test was approved by the Board of
Directors on 8 May 2019.

The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2019 are based, among other things, on external sources
and on the analyses conducted by the Company with the support of a leading consulting
firm. In this regard, note that based on the market sources used by the Company, the Italian
market of traditional consumer electronics channels (i.e. excluding internet channels) was
estimated as slightly down, while the Online channel is expected to grow.

In spite of the claims in the market sources the performance of traditional consumer
electronics channels is estimated as slightly negative, with growth only forecast for the
Online channel. The business plans use a positive growth rate for the impairment tests,
higher and challenging compared with the reference market growth forecast. The Company
actually registered record positive performances and its growth is not, in the opinion
of the Company Directors, directly related to market trends. The Company therefore
anticipates continuing to maintain positive performances in the future irrespective of the
performance of the reference market. Specifically, the Company projects growth, in line
with its strategy, thanks to its ability to increase its customer base, promote and foster
complementary services and increase its market penetration compared with competitors.

Also note that, in previous financial years the Company largely reached the targets which
were approved during the preparation of the plans underlying the impairment test.
Taking the above into account, the main assumptions underlying the anticipated cash
flow projections involve the:

(iv) Retail CGU: sales are taken as growing over the reference time frame;
(v) Indirect CGU: growing sales as a result of new partnership agreements stipulated
and the development of the assets of existing affiliates;
(vi) B2B CGU: sales constant during the reference time frame.

The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should
be stressed that a long-term growth rate “g” equal to 0% was envisaged because
the result that the company will manage to achieve in the last financial year of the
business plan was considered stable over a period of time;
• the discount rate applied to the various cash flows (WACC - weighted average
cost of capital) for the CGUs analysed is 11,99%.

The discount rate (or actualisation rate) applied is the rate which reflects the current
evaluations of the market, the time value of money and the specific risks of the asset.
For the purpose of calculating the discount rate there must be consistency between the
parameters used and the reference market of the Company and consistency between
the Company’s operating activities and incoming flows. All the parameters used for
calculating the actualisation rate should be used in the corporate context, so that it
expresses “normal” conditions over a medium-/long-term time span.

The estimation procedure adopted for defining the parameters determining the WACC
is reported below:

• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and that of
the overall market, was calculated on the basis of a panel of listed companies operating
mainly or exclusively in the sale of consumer electronics, through a combination of
sales channels (in store and online sales, in the majority of cases alongside Indirect
and/or business-to-business sales).
• Specific risk premium (α) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in
the reference market context also taking into consideration the size of the Company
compared with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as equal
to the average 6-month 10-year Euro Swap Rate (compared with the reference date), plus
a spread. The corporate tax rate in force in Italy (IRES) was adopted as the tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.

There were no differences in calculating these parameters between the external sources
used and the value used for the purpose of the test.

The Company has a well-established history of operating on the market and, to date,
there has been no evidence of anything that would suggest an interruption to activities
in the medium-/long-term. Based on these considerations it is reasonable to assume the
business is a going concern in perpetuity.
Annual financial statements 324 - 325

The operating cash flow used for the purpose of calculating the terminal value was
calculated on the basis of the following main assumptions:
• EBITDA - During the estimation of the terminal value, an amount of revenues equal
to the level projected for the last year of the plan was considered. For the purpose of
estimating sustainable EBITDA in the medium-/long-term the EBITDA margin equal
to the average figure in the plan was applied to the revenues identified in order to
reflect the competitive dynamics featured in the reference sector. For the Company
overall, this latter figure is located within the current range expressed by the estimates
of the analysts relating to the panel of comparable companies used to determining
the WACC.
• Investments in fixed assets and amortisation and depreciation - Annual investments
were estimated as equal to investments in fixed assets projected for the last year of
the plan. Annual amortisation and depreciation were in line with these investments,
assuming that the investments were mainly maintenance and/or replacements.
• Net working capital and Funds - In line with the theory of growth in perpetuity at a g
rate equal to 0%, there were no theories of variations in the items that make up NWC
and the other funds in the long-term.

Below is a summary table containing the basic assumptions (WACC and g) and the
percentage value attributed to the terminal value compared with the recoverable value
of the Company’s three CGUs relating to the analyses of the impairment tests conducted
with reference to 28 February 2019.

Terminal Recoverable
as at 28 February 2019 WACC g Value (TV) Amount (RA) % TV over RA

(Amounts in millions of Euros)          

CGU Retail 11.99% 0.0% 154,2 308.0 50.0%

Indirect CGU 11.99% 0.0% 26.5 49.3 53.4%

CGU B2B 11.99% 0.0% 9.5 9.2 103.3%

The results of the impairment tests as at 28 February 2019 are given below:

Carrying Amount Recoverable RA compared


as at 28 February 2019 (CA) Amount (RA) with CA

(Amounts in millions of Euros)          

CGU Retail €/mln 47.4 308.0 260.6

Indirect CGU €/mln (11.2) 49.3 60.5

CGU B2B €/mln   (9.3) 9.2 18.6

Based on the estimates made there was no need to adjust the value of the goodwill
recorded.

Note that the carrying amount of the B2B and Indirect CGUs as at 28 February 2019
was negative as a result of the negative net working capital allocated to the B2B and
Indirect CGUs.
The carrying amount does not include entries of a financial nature. Assets and liabilities
for deferred taxes are also excluded because the theoretical tax rate was used for the
purpose of estimating taxes when calculating the cash flows.

As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the
recoverable value of the goodwill as the main parameters used, such as the change in the
percentage of EBITDA, WACC and the growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2019, the sensitivity analysis conducted assuming a percentage reduction in EBITDA, in
the years of the explicit forecast and in the terminal value, up to a maximum of -20%:

as at 28 February 2019 Terminal plan EBITDA

(Amounts in millions of Euros)          


Sensitivity Difference RA vs CA 0 -5.00% -10.00% -15.00% -20.00%
CGU Retail 260.6 240.0 219.5 198.9 178.4
Indirect CGU 60.5 58.1 55.7 53.2 50.9
CGU B2B 18.6 17.7 16.8 15.9 15.1

Below is the breakdown of the stress test which identifies the values for the following
parameters: (i) EBITDA (gross operating profit, percentage change over the years of
the plan and in the terminal value), (ii) g and (iii) WACC sensitized separately compared
with the basic scenario, the differential between the recoverable value and the carrying
amount is, all things being equal, zero.

Parameter / CGU Retail Indirect B2B


% change in EBITDA (Plan and TV) (62.2%) (117.2%) (102.4%)
g factor n.a. (1)
n.a. (1)
n.a. (1)
WACC 79.6% n.a. (1) n.a. (1)

For some of the parameters selected, taking into consideration the configuration of the cash flows on which
(1)

the calculation of the recoverable amount and/or the value of the carrying amount was based, there is no
reasonable value identified for the parameter for which the recalculated sum for the recoverable amount
corresponds to the respective value of the carrying amount.

Lastly, the Company has developed another analysis simulating the impacts on the
recoverable amount of the CGU Retail in the event of excluding the planned opening of
new directly operated stores over the span of the business plan. The results of the analysis
conducted are given below:

Carrying Recoverable
as at 28 February 2019 Amount (CA) Amount (RA) RA compared with CA
(Amounts in millions of Euros)
CGU Retail €/mln 47.4 264.2 216.8

It should be pointed out that the parameters and information used for verifying the
recoverability of the goodwill are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
Annual financial statements 326 - 327

necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the goodwill with consequences to the results and the operating results,
financial position and cash flows of the Company.

5.3 Intangible assets with a finite useful life


The balance of the item “Intangible assets with a finite useful life” is given below, broken
down by category as at 28 February 2019 and as at 28 February 2018:

 (Amounts
in thousands of Euros) Amounts as at 28 February 2019 Amounts as at 28 February 2018
Accumulated Net Accumulated Net
Historical Amortisation and book Historical Amortisation and book
cost Depreciation value cost Depreciation value

Software 51,979 (39,990) 11,989 46,112 (35,305) 10,807


Concessions, licences
and brands 7,407 (6,619) 788 7,407 (6,176) 1,231

Key Money 8,130 (1,573) 6,557 5,710 (398) 5,312


Intangible fixed assets
under construction 3,200   3,200 1,071   1,071
Total intangible
assets with a finite
useful life 70,716 (48,182) 22,534 60,300 (41,879) 18,421

The change in the item “Intangible assets with a finite useful life” for the period from 28
February 2017 to 28 February 2019 is given below:

Intangible fixed
Concessions, Key assets under
(Amounts in thousands of Euros) Software licences and brands Money construction Total

Balance as at 28 February 2017 9,059 1,656 - 1,093 11,808

Increases 5,513 1 3,320 1,071 9,905

Acquisitions - - 2,390 - 2,390

Decreases - - - (1,093) (1,093)


Amortisation, depreciation
and write downs/(write backs) (3,765) (426) (398) - (4,589)
Decreases in Amortisation,
Depreciation Provision - - - - -

Balance as at 28 February 2018 10,807 1,231 5,312 1,071 18,421

Increases 5,862 - 3,188 9,050

Acquisitions - - 2,420 2,420

Decreases - - - (1,059) (1,059)


Amortisation, depreciation
and write downs/(write backs) (4,680) (443) (1,175) - (6,298)
Decreases in Amortisation,
Depreciation Provision - - - - -

Balance at 28 February 2019 11,989 788 6,557 3,200 22,534


Regarding the year ended 28 February 2019, the total increases of Euro 9,050 thousand
mainly relate to the “Software” category for Euro 5,862 thousand, and to the “Key money”
category for Euro 2,420 thousand.

The increases relating to the category “Software” for Euro 5,862 thousand, are attributable
in the main to: (i) new software and licences, (ii) costs incurred for the development
and updating of the website www.unieuro.it and (iii) costs incurred for extraordinary
operations on existing management software.

Increases relating to “Key money” for Euro 2,420 refer to the payment of key money for
the period stipulation of lease contracts relative to the purchases of business units for
Euro 1,948, the acquisitions of 7 sales outlets belonging to the former DPS Group S.r.l.
business unit and the 5 sales outlets belonging to the Galimberti S.p.A. business unit
for Euro 473 thousand. These transactions are configured as business combinations and
come under the scope of IFRS 3. As required by the standard, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life are reflected in the financial statements from the date Unieuro acquired
control. For further details, see note 5.28 “Business unit combinations”.
For the measurement of the fair value of the Key money the company enlisted external
consultants with proven experience which, using assessment methods in line with the
best professional practices, estimated the value of the Key money.

Increases in fixed assets under construction relate to the implementation of new and
existing software.

Regarding the year ended 28 February 2018, the total increases of Euro 11,202 thousand
mainly relate to the “Software” category for Euro 5,513 thousand, and to the “Key money”
category for Euro 5,710 thousand.

The increases relating to the category “Software” for Euro 5,513 thousand, are attributable
in the main to: (i) new software and licences, (ii) costs incurred for the development
and updating of the website www.unieuro.it and (iii) costs incurred for extraordinary
operations on existing management software.

The increases relating to the category “Key money” of Euro 3,320 thousand refer to
the payment of Key money for the lease agreements concluded during the year for the
Euroma2 sales outlet, the sales outlet located in Brescia and the sales outlet located in
Modena which opened in December 2017. Amortisation is calculated pro-rata temporis
on a straight-line basis depending on the term of the lease contract.
The investments relating to the acquisitions of the business units in the “Key money”
category for Euro 2,390 thousand refer to the acquisition of the 21 sales outlet belonging
to the Anderoli S.p.A. business unit and the 19 sales outlets belonging to the Cerioni
S.p.A. business unit. These transactions are configured as business combinations and
come under the scope of IFRS 3. As required by the standard, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
Annual financial statements 328 - 329

temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life were reflected in the Financial Statements from the date of the acquisition
of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and from 31
October 2017 for the progressive acquisition of the 19 Cerioni sales outlets. For further
details, see note 5.28 “Business unit combinations”
For the measurement of the fair value of the Key money the company enlisted external
consultants with proven experience which, using assessment methods in line with the
best professional practices, estimated the value of the Key money.

Increases in fixed assets under construction relate to the implementation of new software.
5.4 Deferred tax assets and deferred tax liabilities
The change in the item “Deferred tax assets” and the item “Deferred tax liabilities” for the
period from 28 February 2017 to 28 February 2019 is given below:

Deferred tax assets

Bad debt
provision - amount Obsolescence Tangible Intangible
(Amounts in thousands of Euros) due from suppliers Provision assets assets
Balance as at 28 February 2017 838 1,610 886 4,736
Provision/Releases
(14) 878 21 (446)
to the Income Statement
Provision/Releases to the
- - - -
Comprehensive Income Statement
Balance as at 28 February 2018 824 2,488 907 4,290
Provision/Releases
(146) (151) - (9)
to the Income Statement
Provision/Releases to the
- - - -
Comprehensive Income Statement

Balance as at 28 February 2019 678 2,337 907 4,281


Annual financial statements 330 - 331

Deferred tax Total net


Capital Provision for risks Other current Net deferred assets relating deferred tax
Reserves and charges liabilities tax assets to tax losses assets
843 1,126 6,647 16,686 12,752 29,438

- 237 (3,025) (2,349) 2,975 626

41 - - 41 - 41

884 1,363 3,622 14,378 15,727 30,105

(836) 93 (1,342) (2,391) 7,241 4,850

224 - - 224 - 224

272 1,456 2,280 12,211 22,968 35,179


The balance as at 28 February 2019 was Euro 35,179 thousand and was mainly composed
of: (i) Euro 12,211 thousand in temporary differences mainly due to goodwill, other current
liabilities and the provision for obsolete inventory, (ii) Euro 22,968 thousand from deferred
tax assets recorded on tax losses. The change in the item deferred tax assets recorded in
the financial year is mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of Euro 7,241 thousand in deferred tax assets relating to tax losses.

The balance as at 28 February 2018 was Euro 30,105 thousand and was mainly composed
of: (i) Euro 14,378 thousand in temporary differences mainly due to goodwill, other current
liabilities and the provision for obsolete inventory, (ii) Euro 15,727 thousand from deferred
tax assets recorded on tax losses. The change in the item deferred tax assets recorded in
the financial year is mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of Euro 2.975 thousand in deferred tax assets relating to tax losses.

Note that the tax losses still available as at 28 February 2019 with reference to Unieuro
are equal to Euro 377,943.

In calculating deferred tax assets, the following aspects were taken into consideration:
• the tax regulations of the country in which the Company operates and the impact on
the temporary differences, and any tax benefits resulting from the use of tax losses
carried over taking into consideration their possible recovery over a time frame of
three years;
• the forecast of the Company’s earnings in the medium and long-term.

On this basis the Company expects to generate future taxable earnings and, therefore, to
be able, with reasonable certainty, to recover the deferred tax assets recorded.
Annual financial statements 332 - 333

Deferred tax liabilities

Total net
Intangible Other deferred
(Amounts in thousands of Euros) assets current assets taxes
Balance as at 28 February 2017 322 - 322
Provision/Releases to the Income Statement 308 - 308
Provision/Releases to the Comprehensive Income Statement - - -
Balance as at 28 February 2018 630 - 630
Adjustment at the date of the first time adoption of IRFS 15 - 1,483 1,483
Provision/Releases to the Income Statement 357 (358) (1)
Provision/Releases to the Comprehensive Income Statement - - 0
Balance as at 28 February 2019 987 1,125 2,113

The increase in the item “Liabilities for deferred taxes” is mainly attributable to the tax
impacts associated with the adoption of the new accounting standard IFRS 15. For more
details, please refer to Note 2.6.1 Changes to the accounting standards.
Deferred tax liabilities relating to Intangible Assets result from goodwill with a different
statutory value from the value for tax purposes.
It is estimated that the debt refers to differences which will be reabsorbed in the medium-/
long-term.

5.5 Other current assets and other non-current assets


Below is a breakdown of the items “Other current assets” and “Other non-current assets”
as at 28 February 2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended


28 February 2019 28 February 2018
Deferred charges 8,889 11,110
Contract assets 5,337 -
Tax credits 2,225 2,225
Accrued income 1,643 888
Other current assets 135 171
Advances to suppliers 86 27
Other current assets 18,315 14,421
Other non-current assets 12,559 10,811
Deposit assets 2,220 2,066
Deposits to suppliers 266 218
Other non-current assets 15,045 13,095
Total Other current assets and Other non-current assets 33,360 27,516

The item “Other current assets” mainly includes deferred charges with regard to
insurance, rental and common charges and the hire of road signs; accrued income refers
to adjustments on common charges at sales points.
The reduction in “Prepaid expenses” is mainly due to the different payment timing of
insurance premiums, in particular last year the premium was paid at the same time as the
new insurance contract was stipulated.

“Accrued income” of Euro 1,643 thousand at 28 February 2019 (Euro 888 thousand at 28
February 2018) mainly refers to the value of the insurance reimbursement obtained during
the year in connection with the 25 February 2017 Oderzo fire, for Euro 1,521 thousand; the
first part of the indemnity had been recognised last year, for Euro 800 thousand.

The item “Contract assets” was recorded during the first time adoption of accounting
standard IFRS 15; specifically, following the clarifications introduced by the standard, the
costs for procuring the contract which can be qualified as contract assets, represented
by the bonuses paid to employees for each additional sale of extended warranty services
were capitalised; for more details, please see Note 2.6.1 Changes to the accounting
standards.
Tax credits as at 28 February 2019 and 28 February 2018 refer, in the main, for €1,610
thousand to the IRES credit for IRAP not deducted.

The item “Other non-current assets” includes equity investments, deposit assets and
deposits to suppliers.
The breakdown of the item “Equity Investments” as at 28 February 2019 and as at 28
February 2018 is shown below:

(Amounts in thousands of Euros) Year ended

  28 February 2019 28 February 2018

Equity investment in Monclick S.r.l. 12,551 10,724

Other equity investments 8 87

Equity investments 12,559 10,811

The change in the item “Equity investments” for the period from 28 February 2017 to 28
February 2019 is broken down below:

(Amounts in thousands of Euros) Equity investments

Balance as at 28 February 2017 90

Acquisitions 10,000

Increases 7,000

Write-downs (6,279)

Balance as at 28 February 2018 10,811

Acquisitions -

Increases 5,000

Write-downs (3,173)

Decreases (79)

Balance as at 28 February 2019 12,559


Annual financial statements 334 - 335

Information relating to the equity investments owned in associated companies at 28


February 2019 is given below pursuant to Article 2427 of the Italian Civil Code:

(Amounts in Registered Carrying Share Ownership Shareholders’ Profit (loss)


thousands of Euros) offices amount Capital percentage equity for the year

Monclick S.r.l. Vimercate (MB) 12,551 100 100% 4,475 (1,927)

On 9 June 2017, Unieuro concluded the acquisition from Project Shop Land S.p.A. of
100% of Monclick, one of the leading online operators in Italy, active in the consumer
electronics market and in the online B2B2C market.

Monclick represents a “pure player” in the Italian panorama of e-commerce, that is, a
company that sells products only through the web channel, without having physical sales
or pick-up points.
The investee operates in two business lines that appeal to the same consumers, while
reaching them through two different channels: (i) Online, which includes online sales of
consumer products directly to the final consumer through “Monclick” website, and (ii)
B2B2C, that is, the channel for products and services sold to the final consumer through
partnerships with large companies.

During the year ended on 28 February 2019, the subsidiary recorded revenues of Euro
59,503 thousand (Euro 102,103 thousand during the fourteen month period ended on
28 February 2018) and a loss for the period of Euro 1,927 thousand (loss of Euro 3,916
thousand during the fourteen month period closed at 28 February 2018).
The reference market was characterised by: (i) growing competitive pressure to which
the pure players were subjected which led Monclick to defend its market shares by
sacrificing, especially in the first part of the period, its pricing policies, (ii) increasing
demands for a more prompt and efficient service from customers which led to an increase
in logistic costs for the entire year. Despite this, the period economic result benefited from
actions designed to mitigate the impacts on the income statement of these phenomena,
including: (i) the implementation of the drop shipping flow by Unieuro which involves
an improvement in buying conditions; (ii) the cutting of logistics costs by exploiting the
synergies generated through the current Unieuro S.p.A. distribution structure and 9iii)
efficiency in administrative services and general expenses.
The significant increase in margins recorded on the B2C channel with respect to last
year (despite the mentioned growth of the incidence of the logistics cost) and the action
taken to limit structural costs (in particular linked to the payroll cost and, specifically if
stripped of the non-recurring restructuring costs) were unable to guarantee achieving
operative break-even due to the major reduction in sales volumes of the B2B2C channel
as compared with last year (particularly in reference to the client TIM).

Starting last year, Monclick launched an organisational and structural review process
aimed at the gradual rebalancing of operations. Plans were prepared and developed for
this process to strengthen business activities and a strategy was implemented to increase
revenues and make costs more efficient.
On 29 June 2017, 10 January 2018 and 14 November 2018, the Unieuro Board of Directors
approved payments to the provision to cover losses of Euro 1,192 thousand, Euro 1,783
thousand and Euro 1,269 thousand, respectively and capital contribution payments of
Euro 2,808 thousand, Euro 1,217 thousand and Euro 3,731 thousand, respectively.

Trade receivables due to Monclick at 28 February 2019 stood at Euro 1,807 thousand,
while trade payables by Monclick at 28 February 2019 stood at Euro 318 thousand. For
more information, see note 5.7 Trade receivables and 5.16 Trade payables.

5.5.1 Impairment test on the value of the equity investment


The equity investment in Monclick at 28 February 2019 was subjected to an impairment
test by comparing the recoverable value with the carrying amount of the equity
investment. The recoverable value is represented by the greater of the fair value of the
asset excluding sales costs and its value in use.
The value in use was calculated as the current value of future cash flows that are expected
to be generated by the Cash Generating Unit “CGU” identified in Monclick, discounted at
the rate that reflects the specific risks of the CGU at the valuation date.
The source of the data on which the assumptions are made for determining the cash
flows are the final balances and the business plan for the period 29 February 2020 to
29 february 2024 of the investee company approved by Director of Monclick on 10 April
2019. The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2019 are based, among other things, on external sources
and on the analyses conducted by the Company. Note that, based on the market sources
used by the Company, the online market is expected to grow.
The impairment test was approved by the Board of Directors on 08 May 2019. In the
elaboration of the impairment test the Directors used an appropriate report provided by
a consultant under specific assignment of the Company.
The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” of 0% was used;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) is 13.83%.

The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm– rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and
that of the overall market, was calculated on the basis of a panel of listed companies
operating mainly or exclusively in the sale of consumer electronics.
Annual financial statements 336 - 337

• Specific risk premium (α) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in the
reference market context also taking into consideration the size of Monclick compared
with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy (IRES) was adopted as the
tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.

The results of the impairment tests as at 28 February 2019 are given below:

Recoverable RA compared
(Amounts in millions of Euros) Carrying Amount (CA) Amount (RA) with CA

as at 28 February 2019        

Monclick S.r.l. €/mln 15.7 12.5 (3.2)

It emerged from the results of the impairment test that the carrying amount of the equity
investment exceeded its recoverable value therefore there was the need to make an
adjustment to the carrying amount of the equity investment of Euro 3,173 thousand.

As set out in IAS 36, the appropriate sensitivity analyses were also conducted as the
main parameters used, such as the change in the percentage of EBITDA, WACC and the
growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the equity investment in Monclick subject to impairment
tests as at 28 February 2019, the sensitivity analysis conducted assuming a percentage
reduction in EBITDA, in the years of the explicit forecast and in the terminal value, up to
a maximum of -20.0%:

  Terminal plan EBITDA

(Amounts in millions of Euros) WACC          


as at 28 February 2019

Sensitivity Difference RA vs CA 0.0% (5.0%) (10.0%) (15.0%) (20.0%)

Monclick S.r.l. 13.83% (3.2) (3.4) (3.6) (3.8) (4.0)


The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2019, the sensitivity analysis conducted assuming a reduction in the perpetual growth
rate (g), in the years of the explicit forecast and in the terminal value, up to a maximum
of -2.0%:

(Amounts in millions of Euros)   Perpetual growth rate (g)

WACC          

as at 28 February 2019

Sensitivity Difference RA vs CA 0.0% (0.5%) (1.0%) (1.5%) (2.0%)

Monclick S.r.l. 13.83% (3.2) (3.4) (3.5) (3.7) (3.8)

It should be pointed out that the parameters and information used for the impairment
test on the equity investment are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the equity investment in Monclick with consequences to the results and the
operating results, financial position and cash flows of the Company.

5.6 Inventories
Warehouse inventories break down as follows:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Merchandise 371,211 321,545

Consumables 659 561

Gross stock 371,870 322,106

Obsolescence Provision (9,737) (8,918)

Total Inventories 362,133 313,188

The value of gross inventories went from Euro 322,106 thousand as at 28 February 2018
to Euro 371,870 thousand as at 28 February 2019, an increase of 15.6% in total gross
inventories. The increase is attributable to: (i) the different business scope consequent
to the opening of 8 ex Cerioni/Euronics stores between December 2017 and January
2018 and the opening of 14 new sales outlets starting September 2018, as a result of the
purchase of the ex-DPS/Trony and ex-Galimberti/Euronics business units and (ii) the
major leap in the on-line business, (iii) the partnership stipulated with Finiper, which has
marked Unieuro’s launch into Large Retail and (iv) the increased volumes handled.

The value of inventories is adjusted by the warehouse bad debt provision which includes
the prudential write-down of the value of merchandise with possible obsolescence
indicators.
Annual financial statements 338 - 339

The change in the obsolescence fund for the period from 28 February 2017 to 28 February
2019 is broken down below:

(Amounts in thousands of Euros)   Obsolescence Provision

Balance as at 28 February 2017   (5,770)

Direct write-down (4,892)

Provisions -

Releases to the Income Statement 1,744

Utilisation -

Balance as at 28 February 2018   (8,918)

Direct write-down -

Provisions (819)

Releases to the Income Statement -

Utilisation -

Balance as at 28 February 2019   (9,737)

The increase in the warehouse obsolescences fund equal to Euro 819 thousand is
attributable to the adaptation of the warehouse bad debt provision which includes the
prudential write down of the value of goods at 28 February 2019 and reflects the loss in
value of goods in cases in which the cost is higher than the presumed realisable value and
enables the warehouse value to be reported at the current market value.

5.7 Trade receivables


A breakdown of the item “Trade receivables” as at 28 February 2019 and as at 28 February
2018 is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Trade receivables from third-parties 42,179 39,906

Trade receivables from related-parties 1,807 2,802

Gross trade receivables 43,986 42,708

Bad debt provision (2,343) (2,342)

Total Trade receivables 41,643 40,366

The value of receivables, referring to the Indirect and B2B channels, rose by Euro 1,277
thousand on last year; this increase is mainly due to the partnership stipulated with
Finiper, which marked Unieuro’s launch into Large Retail.
The change in the bad debt provision for the period from 28 February 2017 to 28 February
2019 is broken down below:

(Amounts in thousands of Euros) Bad debt provision

Balance as at 28 February 2017 (2,279)

Provisions (146)

Releases to the Income Statement -

Utilisation 83

Balance as at 28 February 2018 (2,342)

Provisions (22)

Releases to the Income Statement -

Utilisation 21

Balance as at 28 February 2019 (2,343)

Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or
the presence of existing insolvency proceedings, determine the deletion of the actual
position. As shown in the tables above, the bad debt provision stood at EUR 2,343
thousand as at 28 February 2019 and EUR 2,342 thousand as at 28 February 2018.
Credit risk represents the exposure to risk of potential losses resulting from the failure of the
counterparty to comply with the obligations undertaken. Note, however, that for the periods
under consideration there are no significant concentrations of credit risk, especially taking
into consideration the fact that the majority of sales are paid for immediately by credit or debit
card in the Retail, Travel and Online channels, and in cash in the Retail and Travel channels.
Unieuro has credit control processes which include obtaining bank guarantees and credit
insurance contracts to cover a significant amount of the existing turnover with customers,
customer reliability analysis, the allocation of credit, and the control of the exposure by
reporting with the breakdown of the deadlines and average collection times.
Past due credit positions are, in any event, monitored by the administrative department
through periodic analysis of the main positions and for those for which there is an
objective possibility of partial or total irrecoverability, they are written-down.
It is felt that the book value of trade receivables is close to the fair value.

5.8 Current tax assets


Below is a break down of the item “Current tax assets” as at 28 February 2019 and as at
28 February 2018:

Current tax assets

(Amounts in thousands of Euros) Year ended

  28 February 2019 28 February 2018

IRES credits 2,093 2,649

IRAP credits - 238

Total Current tax assets 2,093 2,887


Annual financial statements 340 - 341

As at 28 February 2019, “IRES credits” included credits for Euro 2,093 thousand (Euro
2,649 thousand at 28 February 2018), which included the IRES receivable from the
previous year and the credit generated during the year for withholdings and the IRES
debt reffered to the Consolidated current taxes.
The IRAP balance of Euro 238 thousand at 28 February 2018 has been zeroed following
the period offsetting.

Current tax liabilities

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

IRAP payables 1,204 -

IRES payables - -

Total Current tax liabilities 1,204 -

At 28 February 2019, under “IRAP payables”, payables are entered in the amount of Euro
1,204 deriving from the estimated tax of Unieuro for the year ended on 28 February 2019
net of the payment on account; last year, Unieuro had a balance in credit of Euro 238
thousand, which was offset during the period.

5.9 Cash and cash equivalents


A breakdown of the item “Cash and cash equivalents” as at 28 February 2019 and as at
28 February 2018 is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Bank accounts 69,932 52,691

Petty cash 7,480 7,518

Total cash and cash equivalents 77,412 60,209

Cash and cash equivalents stood at Euro 77,412 thousand as at 28 February 2019 and
Euro 60,209 thousand as at 28 February 2018.

The item consists of cash on hand, deposits and securities on demand or at short notice
at banks that are available and readily usable.
For further details regarding the dynamics that affected Cash and cash equivalents,
please refer to the Cash Flow Statement. Instead, for more details of the net financial
position, please refer to Note 5.11.
5.10 Shareholders’ equity
Details of the item “Shareholders’ equity” and the breakdown of the reserves in the
reference periods are given below:

Share Extraordinary Cash flow hedge


(Amounts in thousands of Euros) capital Legal reserve reserve reserve

Balance as at 28 February 2018 4,000 800 46,810 (191)


Effect of the change in the
accounting standard (IFRS 15) - - - -

Adjusted balance at 1 March 2018 4,000 800 46,810 (191)

Profit (Loss) for the Year - - - -


Other components
of comprehensive income - - - (124)
Total statement of comprehensive
income for the year - - - (124)

Allocation of prior year result - - - -


Covering retained losses
and negative reserves - - (46,810) -

Distribution of dividends - - - -
Share-based payment settled
with equity instruments - - - -

Total transactions with shareholders - - (46,810) -

Balance as at 28 February 2019 4,000 800 0 (315)


Annual financial statements 342 - 343

Reserve for
actuarial gains/ Reserve for Total
(losses) on defined share-based Profit/(loss) shareholders’
benefit plans payments Other reserves carried forward equity

(813) 1,352 57,999 (35,217) 74,740

- - - 4,038 4,038

(813) 1,352 57,999 (31,179) 78,778

- - - 28,169 28,169

(457) - - (581)

(457) - - 28,169 27,588

- - - (8,521) (8,521)

- - (11,055) 66,386 8,521

- - (20,000) - (20,000)

- 2,024 - (699) 1,325

- 2,024 (31,055) 57,166 (18,675)

(1,270) 3,376 26,944 54,156 87,691


Shareholders’ equity, equal to Euro 87,691 thousand at 28 February 2019 (Euro 74,740
thousand as at 28 February 2018) increase during the year as a result of: (i) the distribution
of a dividend of Euro 20,000 thousand as approved on 5 June 2018 by the Shareholders’
Meeting; (ii) the recording of the consolidated profit of Euro 28,169 thousand and the other
components of the comprehensive income statement negative for Euro 581 thousand;
(iii) the reporting amongst profit/(loss) carried forward of the effects deriving from the
application of the new accounting standard IFRS 15 for Euro 4,038 thousand and (iv) the
recording in the reserve of share-based payments of Euro 1,325 thousand which refer to
the Long Term Incentive Plan for certain managers and employees.

The Share capital as at 28 February 2019 stood at €4,000 thousand, broken down into
20,000,000 shares.

The Reserves are illustrated below:

• the legal reserve of Euro 800 thousand as at 28 February 2018 (Euro 800 thousand
as at 28 February 2018), includes the financial provisions at a rate of 5% for each
financial year; there were no increases during the period in this reserve which reached
the limit pursuant to Article 2430 of the Italian Civil Code and has maintained it to 28
February 2018;

Extraordinary Cash flow


(Amounts in thousands of Euros) Share capital Legal reserve reserve hedge reserve

Balance as at 28 February 2017 4,000 800 55,223 0

Profit (Loss) for the Year - - - -


Other components
of comprehensive income - - - (191)
Total statement of comprehensive
income for the year - - - (191)

Allocation of prior year result - - - -

Distribution of dividends - - (8,413) -


Share-based payment settled
with equity instruments - - - -

Total transactions with shareholders - - (8,413) -

Balance as at 28 February 2018 4,000 800 46,810 (191)


Annual financial statements 344 - 345

• the extraordinary reserve of Euro 0 thousand as at 28 February 2019 (Euro 46,810


thousand as at 28 February 2018); this reserve fell during the year as a result of the
coverage of retained losses and negative reserves approved on 5 June 2018 by the
Shareholders’ Meeting;
• the cash flow hedge reserve negative by Euro 315 as at 28 February 2019 (negative for
Euro 191 thousand as at 28 February 2018); this reserve was recorded to offset the mark
to market of the hedging Interest Rate Swap agreements, taken out as required by the
Loan Agreement entered into during the year (for more details, please refer to Note 5.11).
• the reserve for actuarial gains and losses on defined-benefit plans, negative for Euro
1,270 thousand as at 28 February 2019 (negative for Euro 813 thousand as at 28
February 2018); it fell by Euro 457 thousand following the actuarial valuation relating
to severance pay;
• the reserve for share-based payments amounting to Euro 3,376 thousand at 28
February 2019 (Euro 1,352 thousand at 28 February 2018); the reserve has changed due
to: (i) the recording of Euro 2,024 thousand offsetting the recording of personnel costs
for the share-based payment plan and (ii) the distribution of the dividend approved
by the Shareholders’ Meeting on 5 June 2018 which involved the reclassification of the
item that refers to the monetary bonus earned by managers and employees under
the regulation from profit and loss carried forward to the item other non current
liabilities, for Euro 699 thousand. For more details, please see Note 5.27.

Reserve for
actuarial gains/ Reserve for Total
(losses) on defined share-based Profit/(loss) shareholders’
benefit plans payments Other reserves carried forward equity

(859) 6,938 57,999 (39,122) 84,979

- - - 8,521 8,521

46 - - (145)

46 - - 8,521 8,376

- - - - -

- - - (11,587) (20,000)

- (5,586) - 6,971 1,385

- (5,586) - (4,616) (18,615)

(813) 1,352 57,999 (35,217) 74,740


Shareholders’ equity, equal to Euro 74,740 thousand (Euro 84,979 thousand as at 28
February 2017) fell during the year as a result of: (i) the distribution of a dividend of
Euro 20,000 thousand of which Euro 11,587 thousand was in respect of the profit for the
year ended 28 February 2017 and Euro 8,413 thousand was from the use of part of the
extraordinary reserve, as approved on 20 June 2017 by the Shareholders’ Meeting; (ii) the
recording of a profit for the year of Euro 8,521 thousand and the other components of
the comprehensive income statement of Euro 145 thousand; and (iii) the recording in the
reserve for share-based payments of Euro 679 thousand with regard to the Long Term
Incentive Plan for certain managers and employees and Euro 706 with reference to the
Call Option Agreement that ended following listing on the STAR segment of the Mercato
Telematico Azionario run by Borsa Italiana which took place on 4 April 2017.

The Share capital as at 28 February 2018 stood at €4,000 thousand, broken down into
20,000,000 shares.

The Reserves are illustrated below:


• the legal reserve of EUR 800 thousand as at 28 February 2018 (EUR 800 thousand as
at 28 February 2017), includes the financial provisions at a rate of 5% for each financial
year; there were no increases during the period in this reserve which reached the limit
pursuant to Article 2430 of the Italian Civil Code and has maintained it to 28 February
2018;
• the extraordinary reserve of Euro 46,810 thousand at 28 February 2018 (Euro 55,223
thousand at 28 February 2017); this reserve fell during the period as a result of the
distribution of a dividend of Euro 20,000 thousand of which Euro 11,587 thousand
was in respect of the profit for the year ended 28 February 2017 and for Euro 8,413
thousand was from the use of part of the extraordinary reserve, as approved on 20
June 2017 by the Shareholders’ Meeting;
• the cash flow hedge reserve negative by Euro 191 as at 28 February 2018 (zero as at 28
February 2017); this reserve was recorded to offset the mark to market of the hedging
Interest Rate Swap agreements, taken out as required by the Loan Agreement signed
during the year (for more details, refer to Note 5.11).
• the reserve for actuarial gains and losses on defined-benefit plans of €813 thousand as
at 28 February 2018 (€859 thousand as at 28 February 2017); it fell by €46 thousand
following the actuarial valuation relating to severance pay;
• the reserve for share-based payments amounting to Euro 1,352 thousand at 28
February 2018 (Euro 6,938 thousand at 28 February 2017); the reserve has changed
with reference to the “Call Option Agreement” as a result of: (i) recognition of Euro 706
thousand as the offset of the personnel costs for the share-based payment plan and
(ii) following the successful outcome of the project of listing the share-based payment
reserve under the item Profits/(losses) for a total of Euro 7,644 thousand; instead, with
reference to the “Long Term Incentive Plan” stipulated during the year, as a result of:
(i) the recording of Euro 1,352 thousand offsetting the recording of personnel costs for
the share-based payment plan and (ii) the distribution of the dividend approved by
the Shareholders’ Meeting on 20 June 2017 which involved the reclassification of the
item that refers to the monetary bonus earned by managers and employees under the
regulation to the item other non current liabilities. It should therefore be noted that
the reserve for share-based payments of Euro 1,352 thousand and the Profit (losses)
carried forward – LTIP of Euro 673 thousand both refer to the accounting of the share-
Annual financial statements 346 - 347

based payment plan called Long Term Incentive Plan and together represent the fair
value measurement of the options granted under the plan (IFRS 2). For more details,
please see Note 5.26.

Pursuant to Article 2424 of the Civil Code, information is provided on the origin, nature
and possibility of use of the Shareholders’ Equity items at 28 February 2019:

(Amounts in thousands of Euros)          


Use in the Use in the
previous previous
3 financial 3 financial
Possibility Amount years to years for
Nature / Description Amount for use (*) Available cover losses other reasons

Capital 4,000 B 4,000

Capital Reserves

Share premium reserve A, B, C 69

Other capital reserves 26,944 A, B, C 26,944 14,247 20,000(**)


Reserve for share-based
payments - LTIP 3,376 A, B 3,376

Suspended tax retained earnings

Reserve pursuant to Law No. 121/87 A, B, C 75

Retained Earnings

Legal reserve 800 A, B 800

Extraordinary Reserve A, B, C 46,810 12,293(**)

Valuation reserve Actuarial TFR (1,270) (1,270)

Cash flow hedge reserve (315) (315)

FTA Other Reserves 4,038 A, B 4,038 (3,336)


Profit (losses) carried forward - FTA
other Reserves 23,321 B 23,321
Profit (losses) carried forward - IAS
adjustments (22,106)
Profit (losses) carried t forward -
Call option agreement A, B, C 7,644

Profit (losses) carried forward – LTIP (1,372) (1,372)

Profit (losses) carried forward- other (51,924)

Profit (loss) for the period 28,169 A, B, C 28,169 8,521

Total 87,691   87,691 - -

Non-distributable portion 35,535


Residual distributable portion gross
of the results for the period 52,156 - -

(*) A: for capital increase; B: for covering losses; C: for distribution to shareholders

(**) Distribution of reserves


5.11 Financial liabilities
A breakdown of the item current and non-current “Financial liabilities” as at 28 February
2019 and as at 28 February 2018 is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Current financial liabilities 12,455 6,961

Non-current financial liabilities 31,112 40,518

Total financial liabilities 43,567 47,479

On 22 December 2017 a Loan Agreement was signed, “Loan Agreement”, with Banca
IMI S.p.A., as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole Cariparma
S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan Branch. The Loan
Agreement was finalised on 9 January 2018 following the conclusion of relations and the
repayment of the previous lines of credit and the provision of the new funding.

The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. The existing borrowings relating to the Euro Term and
Revolving Facilities Agreement were completely settled on 9 January 2018.
The new lines, including Euro 190.0 million of term loan amortising, including Euro 50.0
million (“Term Loan”), aimed at replacing the existing previous lines of credit and Euro 50.0
million (the “Capex Facility”), aimed at acquisitions and investments for restructuring the
network of stores, and Euro 90.0 million of revolving facilities (the “Revolving Facility”),
were taken out at significantly better conditions compared with the existing ones, with
special reference to (i) the reduction in the interest rate; (ii) the extension of the duration
by five years; (iii) the greater operational flexibility relating to the reduction in the number
of financial institutions, covenants and contractual constraints, as well as (iv) the removal
of collateral in favour of the lending banks.

The interest on the loans agreed under the scope of the Loan Agreement is a floating
rate, calculated taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events in
this clause are verified. These clauses require compliance by Unieuro S.p.A. with a twelve-
month consolidation ratio which will be summarised below:
• leverage ratio (defined as the ratio between the consolidated net financial debt and
Consolidated Adjusted LTM EBITDA, as defined in the Loan Agreement);
Annual financial statements 348 - 349

At 28 February 2019 the covenant was calculated and complied with. See below for the
summary table:

28 February 2019

Description of covenants Contractual value Covenant result

LEVERAGE RATIO < 1.3 (0.29)


Consolidated net financial debt/Consolidated
Adjusted LTM EBITDA    

The Loan Agreement includes Unieuro’s right of early repayment, in full or in part (in
such a case of minimum amounts equal to Euro 1,000,000.00) and prior notification of
the Agent Bank, of both the Term Loan and the Capex Facility. In addition, when certain
circumstances and/or events are verified, Unieuro is obliged to repay the Loan early. As at
28 February 2019 and until the date these financial statements were prepared, no events
occurred that could give rise to the early repayment of the loan.

Financial liabilities as at 28 February 2019 and at 28 February 2018 are illustrated below:

(Amounts in thousands of Euros) At 28 February 2019


of which of which
Original current non-current
  Maturity amount Interest rate Total portion portion

Short-term lines of credit (1)


n.a. 71,000 0.35% - 7.0% 3,049 3,049 -
Euribor
Revolving Credit Facility Dec-22 90,000 1m+spread - -

Current bank debts       3,049 3,049 -


Euribor
Term Loan Dec-22 50,000 3m+spread 42,500 10,000 32,500
Euribor
Capex Facility Dec-22 50,000 3m+spread - - -

Ancillary expenses on loans (2) (1,982) (594) (1,388)

Non-current bank payables and current part of non-current debt 40,518 9,406 31,112

Total       43,567 12,455 31,112

(1)
The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.
(Amounts in thousands of Euros) At 28 February 2018
of which of which
Original Interest current non-current
  Maturity amount rate Total portion portion
1.36% -
Short-term lines of credit (1)
n.a. 54,000 7.0% 79 79 -
Euribor
Revolving Credit Facility Dec-22 90,000 1m+spread - - -

Current bank debts       79 79 -


Euribor
Term Loan Dec-22 50,000 3m+spread 50,000 7,500 42,500
Euribor
Capex Facility Dec-22 50,000 3m+spread - - -

Ancillary expenses on loans (2)


(2,600) (618) (1,982)

Non-current bank payables and current part of non-current debt 47,400 6,882 40,518

Total 47,479 6,961 40,518

(1)
The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.

The financial liabilities at 28 February 2019 total Euro 43,567 thousand with a decrease
of Euro 3,912 thousand compared to 28 February 2018. This change is due mainly to
the use of the hot money line for Euro 3,000 thousand and to the normal repayment of
principal shares of the Loan for Euro 7,500 thousand.

The loans are evaluated using the amortised cost method based on the provisions of
IFRS 9 and therefore their value is reduced by the ancillary expenses on the loans, equal
to Euro 1,982 thousand as at 28 February 2019 (Euro 2,600 thousand as at 28 February
2018).

The breakdown of the financial liabilities according to maturity is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Within 1 year 12,455 6,961

From 1 to 5 years 31,112 40,518

More than 5 years - -

Total 43,567 47,479

A breakdown of the net financial debt as at 28 February 2019 and as at 28 February


2018 is shown below. Note that the net financial debt is presented in accordance with the
provisions of Consob Communication No. 6064293 of 28 July 2006 and in conformity
with the recommendations of ESMA/2013/319.
Annual financial statements 350 - 351

(Amounts in thousands of Euros) as at 28 February 2019 as at 28 February 2018


of which related of which related
  Ref   parties   parties

(A) Cash 5.9 77,412 - 60,209 -

(B) Other liquid assets   - - - -

(C) Securities held for trading   - - - -

(D) Liquidity (A)+(B)+(C)   77,412 - 60,209 -

- of which is subject to a pledge     -   -


(E) Current financial
receivables     -   -

(F) Current bank payables 5.11 (3,049) - (79) -


(G) Current part of
non-current debt 5.11 (9,406) - (6,882) -
(H) Other current
financial payables 5.13-5.15 (7,683) - (7,473) -
(I) Current financial
debt (F)+(G)+(H)   (20,138) - (14,434) -

- of which is secured   - - 0 -

- of which is unsecured (20,138) - (14,434) -


(J) Net current financial
position (I)+(E)+(D) 57,274 - 45,775 -
(K) Non-current bank
payables 5.11 (31,112) - (40,518) -

(L) Issued bonds   - - - -


(M) Other non-current
financial payables 5.13-5.15 (12,771) - (12,195) -
(N) Non-current financial
debt (K)+(L)+(M) (43,883) - (52,713) -

- of which is secured   - - 0 -

- of which is unsecured (43,883) - (52,713) -

(O) Net financial debt (J)+(N)   13,391 - (6,938) -

The table below summarises the breakdown of the items “Other current financial payables”
and “Other non-current financial payables” for the periods ending 28 February 2019 and
28 February 2018. See Note 5.13 “Other financial liabilities” for more details.

(Amounts in thousands of Euros) Year ended

  28 February 2019 28 February 2018

Other financial liabilities 7,683 7,473

Other current financial payables 7,683 7,473

Other financial liabilities 12,771 12,195

Other non-current financial payables 12,771 12,195

Total financial payables 20,454 19,668


5.12 Employee benefits
The change in the item “Employee benefits” for the period from 28 February 2017 to 28
February 2019 is broken down below:

(Amounts in thousands of Euros)  


Balance as at 28 February 2017 9,783

Service cost -

Interest cost 133

Business unit acquisitions 1,255

Settlements/advances (521)

Actuarial (profits)/losses (64)

Balance as at 28 February 2018 10,586

Service cost -

Interest cost 121

Business unit acquisitions 79

Settlements/advances (760)

Actuarial (profits)/losses 634

Balance as at 28 February 2019 10,660

This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment
relationship is ended. Severance pay, regulated by Article 2120 of the Italian Civil Code,
is recalculated in accordance with the provisions of IAS 19, expressing the amount of the
actual value of the final obligation as a liability, where the actual value of the obligation is
calculated through the “projected unit credit” method.

The item business unit acquisitions refers to the assumption of the debt relating to
the Severance Pay of employees transferred under the scope of the acquisition of the
Galimberti S.p.A. business unit; for more details, refer to Note 5.28 - “Business unit
combinations”.

Settlements recorded in the financial year ended 28 February 2019 relate to both severance
pay advances paid to employees during the year, and to redundancies involving the
excess personnel at several sales points which were restructured or closed and to breaks
in employment with regard to employees on fixed contracts.
Annual financial statements 352 - 353

Below is a breakdown of the economic and demographic recruitment used for the
purpose of the actuarial evaluations:

  Year ended

Economic recruitment 28 February 2019 28 February 2018

Inflation rate 1.50% 1.50%

Actualisation rate 0.8% 1.37%

Severance pay increase rate 2.625% 2.625%

Year ended

 Demographic assumptions 28 February 2019 28 February 2018


Fatality rate Demographic
tables RG48 Disability probability Disability probability
INPS tables differentiated INPS tables differentiated
Disability probability by age and gender by age and gender
Reaching of minimum Reaching of minimum
requirements under the requirements under the
Retirement age compulsory general insurance compulsory general insurance

Probability of leaving 5% 5%

Probability of anticipation 3.50% 3.50%

With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a
duration of 7-10 years at the evaluation date was taken as a reference for the evaluation
of this parameter.

Below is the sensitivity analysis, as at 28 February 2019, relating to the main actuarial
hypotheses in the calculation model taking into consideration the above and increasing
and decreasing the average annual turnover rate, the advance request rate, the average
inflation and actualisation rate, respectively of 1%, -1%, 0.25% and -0.25%. The results are
summarised in the table below:

(Amounts in thousands of Euros)


Impact on DBO
Change to the parameter as 28 February 2019

1% increase in turnover rate 10,564

1% decrease in turnover rate 10,769

1% increase in advance request rate 10,369

1% decrease in advance request rate 11,113

0.25% increase in inflation rate 10,814

0.25% decrease in inflation rate 10,509

0.25% increase in actualisation rate 10,418

0.25% decrease in actualisation rate 10,912


5.13 Other financial liabilities
A breakdown of the item current and non-current “Other financial liabilities” as at 28
February 2019 and as at 28 February 2018 is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018


Payables for investments in equity investments
and business units 4,176 3,165

Payables to leasing companies 3,262 2,777

Other financial payables to subsidiaries - 1,217

Fair value of derivative instruments 245 172

Factoring liabilities - 142

Debts to other financing entities 7,683 7,473


Payables for investments in equity investments and
business units 5,686 8,037

Payables to leasing companies 6,917 4,008

Fair value of derivative instruments 168 150

Other non-current financial liabilities 12,771 12,195

Total financial liabilities 20,454 19,668

Payables to leasing companies


Payables owed to leasing companies amount to a total of Euro 9,862 thousand at 28
February 2019 and Euro 11,202 thousand at 28 February 2018. The reduction is mainly
due to the 01 August 2018 stipulation of the transaction with Project Shop Land S.p.A.
to reduce the purchase price of Monclick S.r.l. for Euro 1,500 thousand. The existing debt
cash flows as at 28 February 2019 were discounted.

Payables for investments in equity investments and business units


Payables owed to leasing companies amount to a total of Euro 10,179 thousand at 28
February 2019 and Euro 6,785 thousand at 28 February 2018. The assets that are the
subject of the finance lease agreement are furnishings, LEDs, climate control systems,
servers, computers and printers. Interest rates are fixed at the date of the signing of the
agreements and are indexed to the 3-month Euribor. All lease agreements are repayable
through fixed instalment plans with the exception of the initial down payment and the
redemption instalment and there is no contractual provision for any rescheduling of the
original plan. The above payables to the leasing company are secured to the lessor via
rights on the leased assets. There are no hedging instruments for the interest rates.
Annual financial statements 354 - 355

The assets subject to financial leasing are reported using the method set out in international
accounting standard IAS 17. The breakdown by due date of the minimum payments and
the capital share of the finance leases are given below:

(Amounts in Minimum payments due


thousands of Euros) for financial leasing as at Capital share as at

28 February 2019 28 February 2018 28 February 2019 28 February 2018

Within 1 year 3,430 2,936 3,262 2,777

From 1 to 5 years 7,112 4,139 6,917 4,008

More than 5 years - - - -

Total 10,542 7,075 10,179 6,785

The reconciliation between the minimum payments due from the financial leasing
company and the current value is as follows:

(Amounts in thousands of Euros) Year ended

  28 February 2019 28 February 2018

Minimum payments due for financial leasing 10,542 7,075

(Future financial expense) (363) (386)

total 10,179 6,785

Other financial payables to subsidiaries


Other financial payables totalled Euro 0 thousand at 28 February 2019 (Euro 1,217
thousand at 28 February 2018). This item relates to the share capital increase approved
by the Company with regard to the subsidiary company Monclick for the share not yet
paid. Payment was made by offsetting with commercial credits on 31 March 2018.

Fair value of derivative instruments


Financial instruments for hedging, as at 28 February 2019, refer to (i) contracts entered
into with Intesa Sanpaolo S.p.A., Banca Popolare di Milano S.p.A. and Crédit Agricole
Cariparma S.p.A., hedging the fluctuation of financial expenses related to the Loan
Agreement. The financial liability comes to Euro 413 thousand at 28 February 2019 (Euro
250 thousand at 28 February 2018). These derivative finance transactions on interest
rates were designed for hedging in accordance with the requirements of IFRS 9 and were
therefore dealt with according to hedge accounting methods and to (ii) the agreements
entered into with BPER Banca S.p.A and with BNL S.p.A to hedge future purchase
transactions of goods in currency (US dollars) for Euro 0 thousand as at 28 February
2019 (Euro 72 thousand as at 28 February 2018). The effects of these currency hedging
derivative financial instruments are reported in the income statement because they do
not comply with all the requirements of IFRS 9 for hedge accounting.
Factoring liabilities
Payables to factoring companies stood at Euro 0 thousand as at 28 February 2019 (Euro
142 thousand as at 28 February 2018) and refer to transfers of trade receivables to a
financial counterparty through factoring without recourse.

5.14 Provisions
The change in the item “Provisions” for the period from 28 February 2018 to 28 February
2019 is broken down below:

Tax Other Onerous Other


dispute disputes contracts Restructuring risks
(Amounts in thousands of Euros) provision provision provision provision provision Total
Balance as at 28 February 2018 3,701 2,460 881 175 1,399 8,616
Business unit acquisitions - 56 - - - 56
Balance as at 28 February 2018
recalculated 3,701 2,516 881 175 1,399 8,672
- of which current portion 1,051 557 814 175 379 2,976
- of which non-current portion 2,650 1,959 67 - 1,020 5,696
Adjustment at the date of the
first time adoption of IRFS 15 - - - - (42) (42)
Provisions 66 1,102 38 1,189 799 3,194
Draw-downs/releases (358) (483) (795) (1,005) (124) (2,765)
Balance as at 28 February 2019 3,409 3,135 124 359 2,032 9,059
- of which current portion - 495 124 359 363 1,341
- of which non-current portion 3,409 2,640 - - 1,669 7,718

The change in the item “Provisions” for the period from 28 February 2017 to 28 February
2018 is broken down below:

Tax Other Onerous Other


dispute disputes contracts Restructuring risks
(Amounts in thousands of Euros) provision provision provision provision provision Total
Balance as at 28 February 2017 5,649 1,742 1,528 266 1,072 10,257
- of which current portion 37 188 882 266 51 1,424
- of which non-current portion 5,612 1,554 646   1,021 8,833
Provisions 115 1,285 - - 357 1,757
Business unit acquisitions - 71 - - - 71
Draw-downs/releases (2,063) (638) (647) (91) (30) (3,469)
Balance as at 28 February 2018 3,701 2,460 881 175 1,399 8,616
- of which current portion 1,051 501 814 175 379 2,920
- of which non-current portion 2,650 1,959 67 - 1,020 5,696

The “Tax dispute provision”, equal to Euro 3,409 thousand as at 28 February 2019 and
Euro 3,701 thousand as at 28 February 2018, was set aside mainly to hedge the liabilities
that could arise following disputes of a tax nature.
Annual financial statements 356 - 357

The “Provision for other disputes”, equal to Euro 3,135 thousand as at 28 February 2019 and
Euro 2,460 thousand as at 28 February 2018, refers to disputes with former employees,
customers and suppliers. Note that as required by IFRS 3, Unieuro has reviewed the
provisional allocation of the cost of the business combination of the business unit Cerioni
in order to reflect new information about the circumstances at the acquisition date, which
led to an increase in provisions for disputes as at 28 February 2018 of Euro 56 thousand.

The “Onerous contracts provision”, equal to Euro 124 thousand as at 28 February 2019
and Euro 881 thousand as at 28 February 2018, refer to the provision allocated for non-
discretionary costs necessary to fulfil the obligations undertaken in certain rental agreements.

The “Restructuring provision”, equal to Euro 359 thousand as at 28 February 2019 and
Euro 175 thousand as at 28 February 2018, refer mainly to the personnel restructuring
process of the closing sales outlets.

The “Other provisions for risks”, equal to Euro 2,032 as at 28 February 2019 and Euro 1,399
thousand as at 28 February 2018, mainly include: i) the provision for expenses for the
restoration of stores to their original condition set aside to cover the costs for restoring the
property when it is handed back to the lessor in cases where the contractual obligation is the
responsibility of the tenant; ii) the additional customer compensation fund. The adjustment
of the first time adoption date of IFRS 15 refers to the accounting treatment of sales with
return right; for more details, please refer to Note 2.6.1 Changes to the accounting standards.

5.15 Other current liabilities and other non-current liabilities


Below is a breakdown of the items “Other current liabilities” and “Other non-current
liabilities” as at 28 February 2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended


28 February 2019 28 February 2018
Contract liabilities 127,155 -
Payables to personnel 35,029 34,416
Payables for VAT 15,946 17,102
Deferred income and accrued liabilities 4,331 101,280
Payables to welfare institutions 3,558 2,711
Payables for IRPEF (income tax) 2,999 2,454
Amounts due to subsidiaries for tax consolidation system 676 -
Other tax payables 81 105
Other current liabilities - 1,164
Payments on account from customers - 3,200
Total other current liabilities 189,775 162,472
Long-Term Incentive Plan cash bonus 1,440 692
Deposit liabilities 26 26
Non-current payables to personnel - -
Total other non-current liabilities 1,466 718
Total other current and non-current liabilities 191,241 163,190
The item “Other current liabilities” increased by Euro 27,303 thousand in the year ended
28 February 2019 compared with the year ended 28 February 2018. The increase in
the item recorded in the period in question is mainly due to greater liabilities from the
contract relating to the servicing of the extended warranty. Please note that following the
clarifications introduced by the new accounting standard IFRS 15, the liabilities relative to
the extended warranty service have been reclassified from Deferred income and accrued
liabilities to Liabilities from contract.

The balance of the item “Other current liabilities” is mainly composed of:
• liabilities from contract for Euro 127,155 thousand at 28 February 2019, mainly relating
to deferred revenues for extended warranty services. Revenue from sales is reported
according to the term of the contract, or the period for which there is a performance
obligation, thereby re-discounting sales pertaining to future periods. Note that
following the application of the new accounting standard IFRS 15, the Group amended
the accounting of commercial incentives recognised to customers accompanying
extended warranty services sold, the adoption of the standard had a particular impact
on the timing of the recognition of these revenues and has reclassified these liabilities
from Deferred income and accrued liabilities to Liabilities from contract. The item also
includes: (i) deposits received from customers; (ii) liabilities relative to vouchers; and
(iii) liabilities relative to sales with the right of return. For more details, please refer to
Note 2.6.1 Changes to the accounting standards.
• payables to employees for Euro 35,029 thousand per 28 February 2019 (28 February
2018 Euro 34,416 thousand) consisting of debts for outstanding wages, holidays,
permissions, and thirteenth and fourteenth month pay. These payables refer to items
accrued but not yet settled;
• VAT payables of Euro 15,946 thousand at 28 February 2019 (Euro 17,102 thousand at 28
February 2018) composed of payables resulting from the VAT settlement with regard
to February 2019;
• deferred income and accrued liabilities for Euro 4,331 thousand at 28 February 2019
(Euro 101,280 thousand at 28 February 2018), mainly relating to the recording of
amortisation using the straight line method, of operating lease contracts. Last year,
the item included the liabilities relating to the extended warranty service, which
after clarifications introduced by the new accounting standard IFRS 15, have been
reclassified under Liabilities from contract;
• payables to subsidiaries for tax consolidation for Euro 676 thousand at 28 February
2019; it is hereby specified that beginning from 28 February 2019, Unieuro S.p.A.
had exercised an option for the Domestic Tax Consolidation regime, in the capacity
of “Consolidating Company” (pursuant to article 117 of Presidential Decree 917 of
22/12/1986) together with the “Consolidated Company” which is Monclick S.r.l. The
option makes it possible to determine IRES (corporate income tax) due on a tax base
which corresponds to the algebraic sum of the taxable revenue and tax losses of the
individual companies that are included in the Consolidation.

The item “Other non-current liabilities” increased to Euro 748 thousand in the year ended
28 February 2019 compared with the year ended 28 February 2018.

The balance of the item “Other non-current liabilities” is mainly composed of the reporting
of the monetary bonus in the share-based payment plan known as the Long Term Incentive
Annual financial statements 358 - 359

Plan for Euro 1,440 thousand. Following the resolutions passed by the Shareholders’
Meeting on 5 June 2018 and 29 June 2017 for the distribution of the dividend, a debit
relating to the monetary bonus accrued to managers and employees as set out in the
regulation was recorded. For more details, please see Note 5.27.

5.16 Trade payables


A breakdown of the item “Trade payables” as at 28 February 2019 and as at 28 February
2018 is shown below:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Trade payables to third-parties 461,744 405,892

Trade payables to related-parties 318 1,812

Gross trade payables 462,062 407,704

Bad debt provision - amount due from suppliers 1,922 2,382

Total Trade payables 463,984 410,086

The balance includes payables relating to carrying out normal trade activities involving
the supply of goods and services.

Gross trade payables increased by Euro 54,358 thousand as at 28 February 2019 compared
with 28 February 2018. The increase is related to the increase in volumes handled as a result
of: (i) promotions run in February which involved product categories with improved payment
conditions compared with those of the previous year and (ii) an increase in the number of
stores as a result of the acquisitions and the new openings during the year which involved an
increase in the value of trade payables which was higher than that of inventories.

The change in the “Bad debt provision and suppliers account debit balance”, related to
debt balances considered not yet recoverables, for the period from 29 February 2016 to
28 February 2019 is given below:

(Amounts in thousands of Euros) Bad debt provision - amount due from suppliers

Balance as at 28 February 2017 2,027

Provisions 488

Releases to the Income Statement -

Utilisation (133)

Balance as at 28 February 2018 2,382

Provisions -

Releases to the Income Statement (170)

Utilisation (290)

Balance as at 28 February 2019 1,922

There are no payables for periods of more than 5 years or positions with a significant
concentration of payables.
5.17 Revenues
From 1 March 2018, Unieuro applied IFRS 15 retroactively with the cumulative effect at
the date of the first time adoption (i.e. 1 March 2018). Therefore the information relating
to the comparison period has not been restated, in other words they are presented in
accordance with IAS 18, IAS 11 and the related interpretations; for more details, please
refer to note 2.6.1 Changes in the accounting standards.

In the tables below the revenues are broken down by channel, category and geographic
market. Unieuro has identified just one operating segment, which is the Company and
covers all the services and products provided to customers. Unieuro’s view of itself as
a single omnichannel business means that the company has identified a single Strategic
Business Unit (“SBU”). For more details, please refer to Note 4 Information on operating
segments. Unieuro’s revenues are affected by seasonal factors typical of the consumer
electronics market, which records higher revenues in the final part of every financial year.

Below is a breakdown of revenues by channel:

(in thousands of Euros


and as a percentage of revenues) Year ended Changes

  28 February 2019 % 28 February 201886 % 2019 vs 2018 %

Retail 1,477,798 71.08% 1,327,866 72.34% 149,932 11.3%

Online 198,690 9.56% 151,927 8.28% 46,763 30.8%

Indirect 231,027 11.11% 209,003 11.39% 22,024 10.5%

B2B 103,963 5.00% 114,344 6.23% (10,381) (9.1%)

Travel 33,596 1.62% 23,562 1.28% 10,034 42.6%

Intercompany 34,074 1.64% 8,816 0.48% 25,258 286.5%

Total 2,079,148 100.00% 1,835,518 100.00% 243,630 13.3%

The Retail channel books a rise in sales of 11.3% to Euro 1,477,798 thousand, mainly as
a result of the increase in the number of stores (+11 sales outlets on 28 February 2018)
and the good performance of the sales network on equal scope, driven in particular by
smartphones, TV and the vacuum segment.

The consolidated revenues of the Online channel stand at Euro 198,690 thousand, growth
of 30.8% compared with Euro 151,927 thousand in the same period of the previous
year. For the first time, the second contributor to total revenues of the Unieuro Group,
booking growth of Euro 46,763 thousand on last year. The reasons behind the success,
both in absolute value and market share, lie in the Group’s omnichannel strategy, which
assigns the physical sales outlet the valuable role of pick-up point, to the benefit of web
customers. The continuous innovation, linked to the continuous release of new platform
functions and improvements, the attention paid to contents and the effectiveness of the
digital communication campaigns have further strengthened the competitive advantage.
(86)
For the purpose of better representation, supplies of goods to an ongoing customer operating in the con-
sumer electronics market without using the Unieuro brand was reclassified from the indirect channel to the
B2B channel.
Annual financial statements 360 - 361

The Indirect channel87 (previously referred to as the Wholesale channel), which includes
turnover made with respect to the network of affiliated stores and revenues produced
in the large-scale retail chain, through partnerships with major industry operators, for
a total of 275 sales outlets - recorded sales of Euro 231,027 thousand, up 10.5% on the
Euro 209,003 thousand booked the same period of the previous financial year. Growth
was driven by the Large Retail segment, with the opening of the first 14 Unieuro shops-
in-shops by Iper in Iper, La grande i hypermarkets, under the scope of the partnership
that was made official last 10 January 2019.

The B2B channel86 - which targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment) - recorded sales of Euro 103,963
thousand, down 9.1% on last year, due to the change in competition starting the last
quarter.

Finally, the Travel channel - comprising 12 direct sales outlets located at some of the
main public transport hubs, such as airports and railway and underground railway
stations - recorded growth of 42.6% for a value of Euro 10,034 thousand, also thanks to
the October 2018 opening of the ex-DPS/Trony sales outlet at the underground railway
station of Milan San Babila.

Intercompany revenues were equal to Euro 34,074 thousand in the year ended 28 February
2018 (Euro 8,816 thousand in the year ended 28 February 2018) and were composed of
the sale of products to the subsidiary company Monclick.

Below is a breakdown of revenues by category:

(In millions of Euro and as


a percentage of revenues) Year ended Changes

  28 February 2019 % 28 February 2018 88


% 2019 vs 2018 %

Grey 981,590 47.2% 872,337 47.5% 109,253 12.5%

White 545,468 26.2% 485,183 26.4% 60,285 12.4%

Brown 358,559 17.2% 309,823 16.9% 48,736 15.7%

Other products 109,528 5.3% 102,116 5.6% 7,412 7.3%

Services 84,003 4.0% 66,059 3.6% 17,944 27.2%


Total revenues
by category 2,079,148 100.0% 1,835,518 100.0% 243,630 13.3%

(87)
 or the purpose of better representation, supplies of goods to an ongoing customer operating in the
F
consumer electronics market without using the Unieuro brand was reclassified from the indirect channel to
the B2B channel.
(88)
The segmentation of sales by product category takes place on the basis of the classification adopted by the
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
The Grey category, namely cameras, video cameras, smartphones, tablets, computers
and laptops, monitors, printers, telephone system accessories, as well as all wearable
technological products, kept its incidence on total revenues unchanged at 47.2%,
generating turnover of Euro 981,590 thousand, up 12.5% on the Euro 872,337 thousand
of last year, thanks to the good performance of the telephone systems segment, which
benefited from a mix movement towards the top of the range and the good performance
of several new models, as well as a positive trend in sales of wearables and accessories,
in particular earpieces.

The White category, composed of major domestic appliances (MDA) such as washing
machines, tumble driers, refrigerators or freezers and ovens, small domestic appliances
(SDA) such as vacuum cleaners, kettles, coffee machines as well as the climate control
segment, generated turnover of Euro 545,468 thousand, up 12.4% on the Euro 485,183
thousand of last year, thanks to the success of the vacuum segment and the increased
penetration of tumble driers and dishwashers.

The Brown category, comprising televisions and their accessories, audio devices, smart-
TV devices and car accessories, as well as memory storage systems, such as CDs/DVDs
or USB pen drives, booked period growth in revenues up to Euro 358,559 thousand
(+15.7% on the Euro 309,823 thousand of last year), benefiting from the growing success
of top-of-the-range televisions, in particular ultraHD and OLED, the good performance
of the audio segment and the driving effect of the 2018 football world cup.

The Other products category recorded an increase in consolidated revenues of 7.3%;


this group includes both the sales of the entertainment sector and other products not
included in the consumer electronics market such as e-mobility. The performance was
driven by the good performance of gaming consoles, which offset the decline in sales
of products linked to electric mobility.

The Services category recorded growth of 27.2% in consolidated revenues thanks to


the expansion of the sales network and the Unieuro Group’s continued focus on the
provision of services to its customers. Excellent performance for extended warranties
and consumer credit.
Annual financial statements 362 - 363

The table below contains a breakdown of the revenues per geographical area:

(Amounts in thousands of Euros) Period ended

  28 February 2019 28 February 201889

Abroad 3,954 7,540

Italy 2,075,194 1,827,978

Total 2,079,148 1,835,518

5.18 Other income


Below is a breakdown of the item “Other income” for the financial years ended 28 February
2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Rental and lease income 1,851 1,588

Insurance reimbursements 1,670 1,825

Other income 737 1,878

Intercompany service 335 86

Total Other Income 4,593 5,377

The item includes rental income relating to the sub-leasing of spaces for other activities,
and insurance claims relating to theft or damage caused to stores. Please note that during
the year, the following took place: (i) booking of the insurance reimbursement for Euro
1,520 thousand, obtained in connection with the 25 February 2017 fire at the Oderzo (TV)
sales outlet; and (ii) the reclassification to the item Revenues which took place following
the clarifications introduced by the new accounting standard IFRS 15 of the charging
back of costs relating to the Unieuro Club loyalty scheme, for more details, please refer
to Note 2.6.1 Changes to the accounting standards.
The Intercompany service includes income deriving from the service agreement stipulated
by Unieuro and Monclick, which envisages the supply of specialised services through the
Unieuro functions and departments.

(89)
 nieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
U
March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations.
5.19 Purchases of materials and external services
Below is a breakdown of the item “Purchases of materials and external services” for the
financial years ended 28 February 2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Purchase of goods 1,664,660 1,466,103

Building rental and expenses 71,173 63,760

Transport 51,373 40,670

Marketing 47,451 48,673

Utilities 13,980 12,692

Maintenance and rental charges 12,124 10,165

General sales expenses 9,689 8,560

Other costs 9,289 7,971

Consulting 7,754 8,759

Purchase of consumables 5,908 4,628

Travel expenses 2,631 2,969

Purchases of materials and intercompany services 1,641 1,494

Payments to administrative and supervisory bodies 736 773

Total Purchases of materials and external services 1,898,409 1,677,217

Changes in inventory (48,724) (43,637)

Total, including the change in inventories 1,849,685 1,633,580

The item “Purchases of materials and external services”, taking into account the item “Change
in inventories”, rose from Euro 1,633,580 thousand as at 28 February 2018 to Euro 1,849,685
thousand in the year ended 28 February 2019, an increase of Euro 216,105 thousand or 13.2%.

The main increase is attributable to the item “Purchase of goods” for Euro 198,557
thousand mainly resulting from the increase in turnover due to (i) external and internal
growth actions, (ii) the favourable performance of the second half of the year, marked by
the truly excellent Black Friday and (iii) the significantly positive Christmas season.

The item “Building rental and expenses” rises by Euro 7,413 thousand on 28 February
2018, or 11.6%; this increase is due to the (i) run rate of acquisitions made during the
second part of the previous year; (ii) acquisitions made during the year ended on 28
February 2019 and (iii) the new openings made during the reference period.

The item “Transport” rose from Euro 40,670 thousand as at 28 February 2018 to Euro
51,373 thousand as at 28 February 2019, mainly as a result of the increased volume of
business and due to the increasing weight of home deliveries relating to online orders.

The item “Marketing” fell from Euro 48,673 thousand at 28 February 2018 to Euro 47,451
thousand at 28 February 2019. Marketing and advertising were structured and planned to
direct potential customers to physical sales outlets and to the Online channel. There was
Annual financial statements 364 - 365

a fall in traditional marketing activities in the year ended 28 February 2019, partly offset
by the increase in digital marketing activities.

The item “Utilities” increased by Euro 1,288 thousand compared with 28 February 2018 or
10.1%, with the increase mainly due to the increase in the number of sales outlets recorded
in the year.

The item “General sales expenses” increased from Euro 8,560 thousand at 28 February
2018 to Euro 9,689 thousand at 28 February 2019. The item mainly includes the cost of
fees on sales transactions with the increase due to the increase in turnover.

The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and
security. The item rose by Euro 1,318 thousand compared with 28 February 2018 or 16.5%
with the increase mainly relating to: (i) the increase in operating costs as a result of
the increase in stores following the acquisitions made from the second quarter of the
previous year and (ii) the increase in the cost of insurance, particularly following the
catastrophic events due to the fire at the Oderzo point of sale which took place on 25
February 2017 and the theft at the Piacenza warehouse which took place in August 2017
with a new insurance contract concluded with a new syndicate of insurers which led to an
increase in the premium. The effect of that item on revenues is substantially unchanged,
equal to 0.5% at 28 February 2019 (0.4% at 28 February 2018).

The item “Consultancy” fell from Euro 8,759 thousand at 28 February 2018 to Euro 7,754
thousand at 28 February 2019. This performance is due to the combined effect of: (i) a
decrease mainly relating to the costs incurred by the Company with regard to the listing
of the Company’s shares on the Mercato Telematico Azionario – STAR Segment of Borsa
Italiana S.p.A. which was concluded on 4 April 2017, (ii) an increase as a result of the
consultancy fees incurred for the merger project involving the subsidiary Monclick and
(iii) the increase in the costs incurred for strategic projects.

5.20 Personnel expenses


Below is a breakdown of the item “Personnel expenses” for the financial years ended 28
February 2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Wages and salaries 120,727 112,273

Welfare expenses 36,383 32,040

Severance pay 8,047 7,486

Other personnel costs 2,628 2,665

Total personnel costs 167,785 154,464


Personnel costs went from 154,464 thousand in the year ended 28 February 2018 to Euro
167,785 thousand in the year ended 28 February 2019, an increase of Euro 13,321 thousand
or 8.6%.

The item “Wages and salaries” increased by Euro 8,454 or around 7.5% with the increase
due mainly to (i) an increase in the number of employees following acquisitions and the
opening of new stores and (ii) the strengthening of certain strategic functions at the head
office.

The item “Other personnel costs”, was equal to Euro 2,628 thousand at 28 February 2019
(Euro 2,665 thousand at 28 February 2018); this item mainly includes the reporting of
Euro 2,024 thousand as the cost for the share-based payment plan known as the Long
Term Incentive Plan concluded during the year. Refer to Note 5.27 for more details about
the share-based payment agreements.

5.21 Other operating costs and expenses


Below is a breakdown of the item “Other operating costs and expenses” for the financial
years ended 28 February 2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Non-income based taxes 6,198 7,380

Provision for supplier bad debts (170) 488

Provision for the write-down of other assets - 178

Bad debt provision 22 146

Other operating expenses 275 310

Total other operating costs and expenses 6,325 8,502

“Other operating costs and expenses” went from Euro 8,502 thousand in the year ended
28 February 2018 to Euro 6,325 thousand in the year ended 28 February 2019, a decrease
of Euro 2,177 thousand or 25.6%.

The decrease is due to the combined effect of: (i) reduction of non-income tax and duties
and (ii) decline in the impairment of doubtful debt.

The item “Other operating costs” includes costs for charities, customs and capital losses.
Annual financial statements 366 - 367

5.22 Depreciation, amortisation and write-downs


Below is a breakdown of the item “Amortization, depreciation and impairment losses” for
the financial years ended 28 February 2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Depreciation and amortisation of tangible fixed assets 18,053 15,498

Depreciation and amortisation of intangible fixed assets 6,276 4,583

Write-downs/(write backs) of tangible and intangible fixed assets 2,374 989

Write-downs/(write-backs) of equity investments 3,173 6,276

Total depreciation, amortisation and write-downs 29,876 27,346

The item “Depreciation, amortisation and write-downs” went from Euro 27,346 thousand
in the year ended 28 February 2018 to Euro 29,876 thousand in the year ended 28 February
2019, a rise of Euro 2,530 thousand or 9.3%. The increase relates to the progressive
increase in investments made in recent years also related to new acquisitions.
The item “Write-downs/(write backs) of tangible and intangible fixed assets” increased in
the year ended 28 February 2019 compared with the year ended 28 February 2018 as a
result of the operations carried out at the sales outlets and as a result of the construction
of the new Piacenza logistics hub which led to the impairment of several assets in the old
warehouse. The item also includes the write-down of the assets relating to the stores for
which onerous contracts were identified, in other words rental agreements in which the
non-discretionary costs necessary for fulfilling the obligations undertaken outweigh the
economic benefits expected to be obtained from the contract.
Write-downs/(write-backs) of equity investments includes the results of the impairment
testing carried out on the investment in Monclick. The test revealed that as at 28 February
2019, its carrying amount exceeded the recoverable value by Euro 3,173 thousand. For
more details, refer to note 5.5.1.

5.23 Financial income and Financial expenses


Below is a breakdown of the item “Financial income” for the financial years ended 28
February 2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Interest income 4 25

Other financial income 1,583 274

Total financial income 1,587 299

“Financial income” went from Euro 299 thousand in the year ended 28 February 2018
to Euro 1,587 thousand in the year ended 28 February 2019, an increase of Euro 1,288
thousand. The change is mainly due to the income from the removal of the acquisition
debt for Monclick S.r.l. of Euro 1,500 thousand recorded following the signing which took
place on 1 August 2018 of the settlement agreement with Project Shop Land S.p.A..
The breakdown of the item “Financial expense” is given below:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Interest expense on bank loans 2,643 6,640

Other financial expense 1,595 1,280

Financial expenses from parent company 311 -

Total Financial Expenses 4,549 7,920

“Financial expenses” went from Euro 7,920 thousand in the year ended 28 February 2018
to Euro 4,549 thousand in the year ended 28 February 2019, a decrease of Euro 3,371
thousand or 42.6%.

The item “Interest expense on bank loans” fell at 28 February 2018 by Euro 3,997 thousand
compared with the same period of the previous year; this decrease is mainly due to
the signing, on 22 December 2017, of the new Loan Agreement. The Loan Agreement
has significantly better conditions compared with the previous loan, particularly with
regard to (i) a reduction in the interest rate; (ii) the extension of the duration by five
years; (iii) greater operational flexibility related to the reduction in the number of funding
institutions, covenants and contractual restraints; as well as (iv) the removal of collateral
in favour of the lending banks.

The item “Other financial expenses” equal to Euro 1,595 thousand as at 28 February 2019
(Euro 1,280 thousand as at 28 February 2018) mainly includes the interest relating to other
financial liabilities and the expenses related to the cash discounts given to customers.

“Financial expenses from parent company” of Euro 311 thousand at 28 February 2019,
includes expenses relating to cash discounts paid to the subsidiaries against payments of
commercial supplies made advance of contract due dates.
Annual financial statements 368 - 369

5.24 Income taxes


Below is a breakdown of the item “Income taxes” for the financial years ended 28 February
2019 and 28 February 2018:

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Current taxes (3,724) (1,676)

Deferred taxes liabilities 4,851 318

Tax provision allocation (66) 497

Total 1,061 (861)

The table below contains the reconciliation of the theoretical tax burden with the actual
one:

(In thousands of Euros and as


a percentage of the profit before tax) Year ended

28 February 2019 % 28 February 2018 %

Profit of period before taxes 27,108   9,382  

Theoretical income tax (IRES) (6,506) 24.0% (2,252) 24.0%

IRAP (2,456) (9.1%) (1,255) (13.4%)


Tax effect of permanent differences
and other differences 10,089 37.2% 2,149 22.9%

Tax for the period 1,127   (1,358)  

(Accrual to)/(release from) tax provision (66)   497  

Total taxes 1,061   (861)  

Actual tax rate   3.9%   (9.2%)

The impact of taxes on income is calculated considering (accrual to)/release from tax
provision for tax disputes. In the financial years ended 28 February 2019 and 28 February
2018 the impact of taxes on the pre-tax result was 3.9% positive and 9.2% negative,
respectively; the fall was due to the recording of deferred tax income on tax losses of
Euro 7,241 thousand. For more details, please see Note 5.4.

It is hereby specified that beginning from 28 February 2019, Unieuro S.p.A. had exercised
an option for the Domestic Tax Consolidation regime, in the capacity of “Consolidating
Company” (pursuant to article 117 of Presidential Decree no. 917 of 22/12/1986), together
with the “Consolidated Company” Monclick S.r.l. The option makes it possible to determine
IRES debt (corporate income tax) due on a tax base which corresponds to the algebraic
sum of the taxable revenue and tax losses of the individual companies that are included
in the Consolidation.

The item “Allocation to tax provision” went from a release of Euro 497 thousand in the
financial year ended 28 February 2018 to a provision of Euro 66 thousand in the financial
year ended 28 February 2019.
5.25 Basic and diluted earnings per share
The basic earnings per share are calculated with reference to the Group result showed in
the note 5.25 of the Consolidated Financial Statement.

5.26 Statement of cash flows


The key factors that affected cash flows in the three years are summarised below:

Net cash flow generated/(absorbed) by operations

Year ended

(Amounts in thousands of Euros) 28 February 2019 28 February 2018

Cash flow from operations

Profit (Loss) for the Year 28,169 8,521

Adjustments for:

Income taxes (1,061) 861

Net financial expenses (income) 2,962 7,621

Depreciation, amortisation and write-downs 29,876 27,346

Other changes 1,325 1,386

  61,271 45,735

Changes in:

- Inventories (48,945) (43,637)

- Trade receivables (1,277) (5,163)

- Trade payables 47,854 81,033

- Other changes in operating assets and liabilities 23,029 20,860

Cash flow generated /(used) by operating activities 20,661 53,093

Taxes paid (741) -

Interest paid (3,538) (8,816)

Net cash flow from (used in) operating activities 77,653 90,012

The net cash flow from (used in) operating activities went from Euro 90,012 thousand in
the year ended 28 February 2018 to Euro 77,653 thousand in the year ended 28 February
2019. The positive cash generation is connected with the positive trend of revenues and
benefited from both external and internal growth actions and the favourable performance
of the second half of the year, marked by a truly excellent Black Friday and a very positive
Christmas season. This performance is partially offset by a rise in trade receivables
generated by the Indirect channel, as a result of the partnership stipulated with Finiper
during the year.
Annual financial statements 370 - 371

Cash flow generated (absorbed) by investment activities

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Cash flow from investment activities

Purchases of plant, equipment and other assets (29,382) (33,615)

Purchases of intangible assets (2,760) (9,270)

Collections from the sale of plant, equipment and other assets - 1

Investments in equity investments - (9,283)

Investments for business combinations and business units (5,587) (10,985)

Cash flow generated/(absorbed) by investing activities (37,729) (63,152)

Investment activities absorbed liquidity of Euro 37,729 thousand and Euro 63,152 thousand,
respectively, in the years ended 28 February 2019 and 28 February 2018.

With reference to the year ended 28 February 2019, the Company’s main requirements
involved:
• Investments in companies and business units of Euro 5,587 thousand relate to the
share of the purchase price paid for the business unit of DPS Group S.r.l. for Euro
3,400 thousand and the business unit of Galimberti S.p.A. for Euro 2,187 thousand.
• investments in plant, machinery and equipment of Euro 29,382 thousand, mainly relate
to interventions at sales outlets opened, relocated or renovated during the year;
• investments in intangible assets for Euro 2,760 thousand relative to the costs incurred
for the purchase of new hardware, software, licences, also in view of the necessary
regulatory adjustments in respect of privacy, telematic fees and electronic invoicing,
and start-up of existing applications with a view to the digitalisation of stores and the
development of advanced functions for online platforms with the goal of making each
customer’s omnichannel experience increasingly more practical and pleasant.

Cash flow generated/(absorbed) by financing activities

(Amounts in thousands of Euros) Year ended

28 February 2019 28 February 2018

Cash flow from investment activities

Increase/(Decrease) in financial liabilities (4,700) 16,529

Increase/(Decrease) in other financial liabilities 1,979 154

Distribution of dividends (20,000) (20,000)

Net cash and cash equivalents generated by financing activities (22,721) (3,317)

Financing absorbed liquidity of Euro 22,721 thousand in the year ended 28 February 2019
and Euro 3,317 thousand for the year ended 28 February 2018.
The cash flow from financing activities as at 28 February 2019 mainly reflects:
• a decrease in financial liabilities of Euro 4,700 thousand mainly due to the use of the
hot money line for Euro 3,000 thousand and to the normal repayment of principal
shares of the Loan for Euro 7,500 thousand.
• an increase in other financial liabilities of Euro 1,979 thousand mainly due to the
increase in debts of assets subject to financial leasing.
• the distribution of a dividend of Euro 20,000 thousand as approved on 5 June 2018
by the Shareholders’ Meeting.

5.27 Share-based payment agreements


Long-Term Incentive Plan
On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the
adoption of a stock option plan known as the Long Term Incentive Plan (hereinafter the
“Plan” or “LTIP”) reserved for Executive Directors, associates and employees (executives
and others) of Unieuro. The Plan calls for assigning ordinary shares derived from a capital
increase with no option rights pursuant to Art. 2441, paragraphs 5 and 8 of the Italian Civil
Code approved by Unieuro’s Shareholders’ Meeting on the same date.
The Plan specifies the following objectives: (i) focusing the attention of the recipients
on the strategic factors of Unieuro and the Group, (ii) retaining the recipients of the plan
and encouraging their remaining with Unieuro and/or other companies of the Group, (iii)
increasing the competitiveness of Unieuro and the Group in their medium-term objectives
and identifying and facilitating the creation of value both for Unieuro and the Group and
for its shareholders, and (iv) ensuring that the total remuneration of recipients of the Plan
remains competitive in the market.
The implementation and definition of specific features of the Long Term Incentive Plan were
referred to the same Shareholders’ Meeting for specific definition by the Unieuro Board of
Directors. On 29 June 2017, the Board of Directors approved the plan regulations for the
plan (following the “Regulations”) whereby the terms and conditions of implementation
of Long Term Incentive Plan were determined.
The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.
The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
• Recipients: the Plan is addressed to Directors with executive type positions, associates
and employees (managers and others) of Unieuro (“Recipients”) that were identified by
the Board of Directors within those who have an ongoing employment relationship with
Unieuro and/or other companies of the Group. Identification of the Recipients was made
on the basis of a discretionary judgment of the Board of Directors that, given the purpose
of Long Term Incentive Plan, the strategies of Unieuro and the Group and the objectives to
be achieved, took into account, among other things, the strategic importance of the role
and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of ordinary
shares in Unieuro for a maximum of 860,215 options, each of which entitling the bearer
to subscribe one newly issued ordinary share (“Options”). If the target is exceeded with
Annual financial statements 372 - 373

a performance of 120%, the number of Options will be increased up to 1,032,258. A share


capital increase was approved for this purpose for a nominal maximum of €206,452, in
addition to the share premium, for a total value (capital plus premium) equal to the price
at which Unieuro’s shares will be placed on the MTA through the issuing of a maximum of
1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with the
Remuneration Committee;
• Exercise of rights: the subscription of the shares can only be carried out after 31 July 2020
and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options will
happen on 31 July 2020 provided that: (i) the working relationship with the Recipient
persists until that date, and (ii) the objectives are complied with, in terms of distributable
profits, as indicated in the business plan on the basis of the following criteria:
o in the event of failure to achieve at least 85% of the expected results, no options will be
eligible for exercise;
o if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
o if between 85% and 100% of the expected results are achieved, the number of options
eligible for exercise will increase on a straight line between 50% and 100%;
o if between 100% and 120% of the expected results are achieved, the number of options
eligible for exercise will increase proportionally on a straight line between 100% and
120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the day
of the IPO amounting to Euro 11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights shall
be entitled to receive an extraordinary bonus in cash of an amount equal to the dividends
that would have been received at the date of approval of this Plan until completion of the
vesting period (29 February 2020) with the exercise of company rights pertaining to the
Shares obtained during that year with the exercise of Subscription Rights;
• Duration: the Plan covers a time horizon of five years, 2018- 2025.

In the financial statements the evaluation of the probable market price of the options
is recorded using the binomial method. The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the Recipients leaving the plan, which ranges from 5% to 15% and the probability of
achieving the performance targets 100%, were taken into account.
In determining the fair value at the allocation date of the share-based payment, the
following data was used:

Fair value at grant date €7.126

Price of options at grant date €16.29

Exercise price €11.00

Anticipated volatility 32%

Duration of the option 5.5 years

Expected dividends Expected dividends 2018-2020

Risk-free interest rate (based on government bonds) 0%

The number of outstanding options is as follows:

Number of options
  28 February 2019

Existing at the start of the financial year 831,255

Exercised during the financial year -

Granted during the financial year -

Contribution from merger -

Withdrawn during the financial year (bad leaver) -

Existing at the end of the financial year 831,255

Not allocated at the beginning of the financial year 28,960

Exercisable at the end of the financial year -

Not granted at the end of the financial year 28,960

5.28 Business unit combinations


Acquisition of the business unit DPS Group S.r.l. in fallimento
On 23 August 2018, Unieuro completed the acquisition of the business unit DPS Group
S.r.l. in fallimento (“DPS”), composed of 8 sales outlets located in the provinces of Milan
(3), Imperia (2), Padua, Potenza and Taranto.

The acquisition has a strong strategic value for Unieuro as it allows it to significantly
strengthen its presence in Milan. The procurement price, paid in full, was Euro 3,400
thousand.

The values relating to assets acquired and liabilities assumed are reflected in the financial
statements from the date Unieuro acquired control, namely from 23 August 2018.
Annual financial statements 374 - 375

The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired Assets / Identifiable Recognised assets


(Amounts in thousands of Euros) (Liabilities) Assets /(Liabilities) (liabilities)
Plant, machinery, equipment
and other assets and intangible
assets with finite useful life 213 - 213

Total net identifiable assets 213 - 213

The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:

(Amounts in thousands of Euros) 28 February 2019

Transaction consideration (3,400)

% Acquired 100%

Acquired Assets (liabilities) 213

Fair Value adjustment of acquired assets (liabilities) 0

Excess Price to be Allocated (3,187)

Key Money 1,947

Residual goodwill 1,240

Retail 1,240

As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. The Key Money paid for the opening of the sales outlets was considered as a
payout cost related to a real estate lease and feature a relation between the location of
the sales outlet and factors such as the number of visitors, the prestige of having a sales
outlet in a certain location and a presence in an area where there is a competitor. The
Company used external consultants with proven experience to evaluate the fair value
who, using evaluation methods in line with the best professional practices, estimated the
value of the Key Money at Euro 1,947 thousand.
The residual goodwill measured during the business combination of Euro 1,240 thousand
was allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel
distribution channels.

Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
Acquisition of the Galimberti S.p.A. business unit
Following participation in the competitive procedure launched by the Court of Milan,
on 10 October 2018, Unieuro was awarded the contract for a business unit of Galimberti
S.p.A., in an arrangement with creditors. The business unit is made up of 5 stores currently
under the Euronics brand, located in Villafranca di Verona, San Giorgio delle Pertiche
(Padua), Castelfranco Veneto (Treviso), Pergine Valsugana (Trento) and Fiume Veneto
(Pordenone).

The acquisition, concluded on 30 October 2018, guarantees Unieuro efficient, capillary


cover of north-east Italy.

The price for the sale of the company is Euro 2,489 thousand of which Euro 500 thousand
paid by way of deposit.

The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:

Acquired assets Identifiable assets Recognised assets


(Amounts in thousands of Euros) (liabilities) (liabilities) (liabilities)
Plant, machinery, equipment
and other assets and intangible
assets with finite useful life 134 0 134

Other current assets/liabilities (223) 0 (223)

Employee benefits (79) 0 (79)

Total net identifiable assets (168) 0 (168)

The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:

(Amounts in thousands of Euros) 28 February 2019

Transaction consideration (2,489)

Assumption of debt of personnel 302

Transaction consideration excluding assumption of personnel debt (2,187)

% Acquired 100%

Acquired Assets (liabilities) (168)

Fair Value adjustment of acquired assets (liabilities) 0

Excess Price to be Allocated (2,355)

Key Money 473

Retail 473

Residual goodwill 1,882

Retail 1,882
Annual financial statements 376 - 377

As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. The Key Money paid for the opening of the sales outlets was considered as a
payout cost related to a real estate lease and feature a relation between the location of
the sales outlet and factors such as the number of visitors, the prestige of having a sales
outlet in a certain location and a presence in an area where there is a competitor. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at Euro 473 thousand.

The residual goodwill measured during the business combination of Euro 1,882 thousand
was allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel
distribution channels.

Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
6. Related-party transactions
The tables below summarise the Company’s credit and debt relations with related-parties
as at 28 February 2019 and 28 February 2018:

(Amounts in thousands of Euros)


Pallacanestro Statutory Board of
Type Forlì 2.015 s.a r.l. Auditors Rhône Capital II L.P. directors

At 28 February 2019      

Trade receivables - - - -

Trade payables - - - -

Other current liabilities - (63) - (233)

Other non-current liabilities - -

Total - (63) - (233)

(Amounts in thousands of Euros)


Statutory Board of
Type Auditors Rhône Capital II L.P. directors

At 28 February 2018      

Trade receivables - - -

Trade payables - - -

Other financial liabilities - - -

Other current liabilities (67) - (190)

Other non-current liabilities - - -

Total (67) - (190)


Annual financial statements 378 - 379

Credit and debt relations with related parties (as at 28 February 2019)

Main managers Monclick Total Total balance sheet item Impact on balance sheet item

     

- 1,807 1,807 41,643 4.3%

- (318) (318) 463,984 (0.1%)

(278) (676) (1,250) 189,775 (0.7%)

(1,440) - (1,440) 1,466 (98.2%)

(1,718) 813 (1,201)    

Credit and debt relations with related parties (as at 28 February 2018)

Main managers Monclick Total Total balance sheet item Impact on balance sheet item

     

- 2,802 2,802 40,366 6.9%

- (1,812) (1,812) (410,086) 0.4%

- (1,217) (1,217) (12,195) 10.0%

(365) - (622) (162,432) 0.4%

(487) - (487) (718) 67.8%

(852) (227) (1,336)    


The following table summarises the Company’s related-part income statement positions
as at 28 February 2019 and 28 February 2018:

(Amounts in thousands of Euros)


Pallacanestro Statutory Board of
Type Forlì 2.015 s.a r.l. Auditors Rhône Capital II L.P. directors

At February 2019

Revenue - - - -

Other income - - - -
Purchases of materials
and external services (262) (64) (690)

Personnel costs - - - -

Financial expenses - - - -

Income taxes - - - -

Total (262) (64) - (690)

(Amounts in thousands of Euros)


Statutory Board of
Type Auditors Rhône Capital II L.P. directors

At February 2018

Revenue - - -

Other income - - -

Purchases of materials and external services (63) (151) (571)

Personnel costs - - -

Total (63) (151) (571)


Annual financial statements 380 - 381

Economic relations with related parties (as at 28 February 2019) 

Main managers Monclick Total Total balance sheet item Impact on balance sheet item

- 34,074 34,074 2,079,148 1.6%

- 335 335 4,593 7.3%

- 1,641 626 (1,898,409) 0.0%

(5,105) - (5,105) (167,785) 3.0%

- (311) (311) (4,549) 6.8%

- (676) (676) 1,061 -63.7%

(5,105) 35,063      

Economic relations with related parties (as at 28 February 2018)

Main managers Monclick Total Total balance sheet item Impact on balance sheet item

- 8,817 8,817 1,835,518 0.5%

- 86 86 5,377 1.6%

- (1,093) (1,878) (1,677,218) 0.1%

(4,608) - (4,608) (154,464) 3.0%

(4,608) 7,810      
For the periods concerned, related-party receivable/payable and income statement
positions were mainly for:

• Stock option plan known as the Long Term Incentive Plan reserved to Executive
directors, contractors and employees of Unieuro. The Plan calls for assigning ordinary
shares derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code;
• commercial relations for the provision of goods and services with the subsidiary
company Monclick S.r.l. and cash flows relating to payments to cover losses and
capital contribution payments during the year of Euro 5,000 thousand. Note that on 14
November 2018, the Unieuro Board of Directors approved payments to the provision
to cover losses of Euro 1,269 thousand, and capital contribution payments of Euro 3,731
thousand, respectively. It is hereby specified that beginning from 28 February 2019,
Unieuro S.p.A. had exercised an option for the Domestic Tax Consolidation regime, in
the capacity of “Consolidating Company” (pursuant to article 117 of Presidential Decree
917 of 22/12/1986) together with the “Consolidated Company” which is Monclick S.r.l.
The option makes it possible to determine IRES (corporate income tax) due on a tax
Annual financial statements 382 - 383

base which corresponds to the algebraic sum of the taxable revenue and tax losses of
the individual companies that are included in the Consolidation.
• relations with Directors and Main Managers, summarised in the table below:

Main managers

Year ended 28 February 2019 Year ended 28 February 2018


Chief Executive Officer - Giancarlo
Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli

Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer -
Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli

Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri

Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco

The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Company’s cash flows with related-parties as at 28
February 2019 and 28 February 2018:

(Amounts in thousands of Euros)


Pallacanestro Italian
Forlì 2.015 Electronics Ni.Ma Statutory Rhône Capital
Type s.a r.l. Holdings S.r.l. Auditors II L.P.
Period from 1 March 2017
to 28 February 2018
Net cash flow from (used in)
operating activities - 4,221 50 (25) (231)
Cash flow generated/(absorbed)
by investing activities - - - -
Cash flow generated/(absorbed)
by financing activities - (9,598) - - -

Total - (5,377) 50 (25) (231)


Period from 1 March 2018
to 28 February 2019
Net cash flow from (used in)
operating activities (262) - - (68) -
Cash flow generated/(absorbed)
by financing activities - (6,760) - - -

Total (262) (6,760) - (68) -


Annual financial statements 384 - 385

Related parties  

Total balance Impact on balance


Board of directors Main managers Monclick S.r.l. Total sheet item sheet item

(798) (3,428) 6,820 (227) 85,203 -0.3%

- - (5,783) (5,783) (57,525) 10.1%

- -   (9,598) (3,317) 289.4%

(798) (3,428) 1,037      

(647) (2,815) 34,023 30,231 77,653 39.9%

- - - (6,760) (21,504) 31.4%

(647) (2,815) 34,023      


7. Other information
Contingent liabilities
Based on the information currently available, the Directors of the Company believe that,
at the date of the approval of these financial statements, the provisions set aside are
sufficient to guarantee the correct representation of the financial information.

Guarantees granted in favour of third-parties

(Amounts in thousands of Euros) Year ended

  28/02/2019 28/02/2018

Guarantees and sureties in favour of:

Parties and third-party companies 47,283 32,072

Total 47,283 32,072

Operating lease assets


The Company has commitments mainly resulting from lease agreements for premises
where sales activities are conducted (stores) and administration and control activities
(corporate functions at the Forlì offices) and logistics warehouses for the management
of inventories.

As at 28 February 2019, the amount of rental fees due for operating lease agreements is
given below:

(Amounts in thousands of Euros) Period ended 28 February 2019


Within Between More than 5
  the financial year 1 and 5 years years Total
Rental fees due for operating
lease agreements 37,747 54,279 6,499 98,525

As at 28 February 2018, the amount of rental fees due for operating lease agreements is
given below:

(Amounts in thousands of Euros) Period ended 28 February 2018


Within the Between More than 5
  financial year 1 and 5 years years Total
Rental fees due for operating lease
agreements 52,219 35,919 289 88,427

The rent still due to operating lease agreements reported an increase of Euro 10,098
thousand in the year ended 28 February 2019 compared with the year ended 28 February
2018, mainly due to the combined effect of: (i) taking over the rental agreements of
the sales outlets acquired, (ii) new openings of sales outlets during the year and (iii)
renegotiation with some landlords of the main contractual conditions.
Annual financial statements 386 - 387

Disclosure on transparency obligations in the system of public grants


(Italian Law no. 124/2017, Art. 1 paragraphs 125-129) 
As required by legislation regulating transparency in public grants introduced by Article
1, paragraphs 125-129 of Italian Law no. 124/2017 as subsequently supplemented by the
“Security” Decree Law (no. 113/2018) and the “Simplification” Decree Law (no. 135/2018),
reference is made to the National Register of State Aid. Please note that Unieuro benefited
from general measures open to all businesses coming under the general structure of the
definitive reference system by the State, such as, merely by way of example, benefits
relative to super and hyper amortisation. In the year ended on 28 February 2019, Unieuro
did not receive additional grants, contributions and economic advantages of any type
from the public administrations and equivalents, from companies controlled by public
administrations and from jointly publicly held companies.

Payments to the independent auditors


Payments to the independent auditors and its network for legally-required audits and
other services as at 28 February 2019 are highlighted below:

Prices
Type of service Entity providing the service (in thousands of euros)

Audit KPMG S.p.A. 538

Certification services KPMG S.p.A. 8

Other services KPMG S.p.A. 230

Other services KPMG Advisory S.p.A. 47

Total 823
SUBSEQUENT EVENTS
No events occurred after the reference date of the separate financial statements that
require adjustments to the values reported in the financial statements.

No events occurred after the reference date of the separate financial statements that
require adjustments to the values reported in the financial statements.

Completion of the Pistone transaction


On 1 March 2019, Unieuro completed purchase of 100% of the share capital of Carini
Retail S.r.l., the company formerly owned by Pistone S.p.A. and holder of a business unit
comprising 12 sales outlets in Sicily.
The integration began immediately and entailed the progressive adoption of the Unieuro
brand by the new sales outlets, completion of which was celebrated by a high-impact
local communication campaign.
The price agreed for the purchase of the investment in the newco is Euro 17.4 million and
is regulated in three tranches: Euro 6 million at closing, Euro 6 million 12 months later and
Euro 5.4 million after a further 12 months.
Differently to the transactions carried out to date, Unieuro also separately acquired the
goods inventories of Pistone S.p.A. This made it possible to speed up the reopening
of the stores under the Unieuro brands, thereby guaranteeing continuity of service to
customers and minimising the extraordinary costs linked with the days of forced closure.
Parallel to the integration of the former Expert stores, Unieuro also started using the
logistics platform offered by Pistone S.p.A., again in Carini, which has become the
secondary hub of the chain directly servicing the central platform of Piacenza.
Unieuro will thus significantly improve the service offered to Sicilian customers and
develop cost synergies in restocking direct and indirect sales outlets in Sicily and Calabria,
as well as making home deliveries to web customers.

Opening of 5 Additional Unieuro by Iper


On 14 March 2019, 5 new shop-in-shops were opened in as many hypermarkets of Iper, la
Grande i. The number of sales outlets under the Unieuro by Iper brand thus reached 19 units.

Unieuro’s app enhanced thanks to “augmented reality”


With the goal of developing a more and more personalized customer journey, Unieuro
announced at the end of April a new and innovative feature in its App: augmented reality, that
will give the possibility to simulate the real presence of large household appliances and TV in
a specific environment, in order to easily chose the best solutions for the environment itself.

Market leadership
On 15 March, the Board of Directors examined some of the preliminary results of the year
ended on 28 February 2019. In light of the revenues standing at 2.1 billion euros, for the first
time ever, Unieuro is a market leader, no longer just in terms of number of sales outlets and
profitability, but also business volumes. And this leadership position is set to increase even
further in the current year, with the consolidation of the former Pistone stores, the start-up of
the Unieuro shops-in-shops by Iper and the incremental contribution of purchases and new
openings completed in the last twelve months.
Annual financial statements 388 - 389

DRAFT RESOLUTION
OF THE BOARD
OF DIRECTORS
SUBMITTED TO THE
SHAREHOLDERS’ MEETING
Dear Shareholders,

We propose to allocate the result for the year ended 28 February 2019, equal to Euro
28,169,482, as follows:

(i) for an amount of Euro 6,769,482, to the extraordinary reserve available and
distributable; and

(ii) for the residual part of the net distributable profit, the distribution to the shareholders
of a dividend equal to Euro 21,400,000, in the amount of Euro 1.07 per ordinary
share entitled to the dividend.

Forlì 8 May 2019

Giancarlo Nicosanti Monterastelli

Chief Executive Officer


APPENDIX
Appendix 1
Statement of Financial Position as at 28/02/2019 prepared applying the provisions pursuant
to Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

(Amounts in thousands of Euros) Year ended


Of which Of which
with with
28 February Related- 28 February Related-
2019 Parties Weight % 2018 Parties Weight %
Plant, machinery, equipment
and other assets 84,851 74,714
Goodwill 170,767 167,645
Intangible assets with
a definite useful life 22,534 18,421
Deferred tax assets 35,179 30,105
Other non-current assets 15,045 13,095
Total non-current assets 328,376 - 0.0% 303,980 - 0.0%
Inventories 362,133 313,188
Trade receivables 41,643 1,807 4.3% 40,366 2,802
Current tax assets 2,093 2,887
Other current assets 18,315 14,421
Cash and cash equivalents 77,412 60,209
Assets held for sale - -
Total current assets 501,596 1,807 0.4% 431,071 2,802 0.7%
Total Assets 829,972 1,807 0.2% 735,051 2,802 0.4%
Share capital 4,000 4,000
Reserves 29,535 105,957
Profit/(loss) carried forward 54,156 29,230 54.0% (35,217) 2,417 (6.9%)
Total shareholders’ equity 87,691 29,230 33.3% 74,740 2,417 3.2%
Financial liabilities 31,112 40,518
Employee benefits 10,660 10,586
Other financial liabilities 12,771 12,195
Provisions 7,718 5,696
Deferred tax liabilities 2,112 630
Other non-current liabilities 1,466 1,440 98.2% 718 487 67.8%
Total non-current liabilities 65,839 1,440 2.2% 70,343 487 0.7%
Financial liabilities 12,455 6,961
Other financial liabilities 7,683 7,473 1,217
Trade payables 463,984 318 0.1% 410,086 1,812
Current tax liabilities 1,204 -
Provisions 1,341 2,976
Other current liabilities 189,775 1,250 0.7% 162,472 622 0.4%
Total current liabilities 676,442 1,568 0.2% 589,968 3,651 0.6%
Total liabilities and
shareholders’ equity 829,972 32,238 3.9% 735,051 6,555 0.9%
Annual financial statements 390 - 391

Appendix 2
Income Statement as at 28/02/2019 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

(Amounts in thousands of Euros) Year ended


Of which Of which
with with
28 February Related- 28 February Related-
2019 Parties Weight % 2018 Parties Weight %

Revenue 2,079,148 34,074 1.6% 1,835,518 8,817  0.5%

Other income 4,593 335 7.3% 5,377 86 1.6%

TOTAL REVENUE AND INCOME 2,083,741 34,409 1.7% 1,840,895 8,903 0.5%
Purchases of materials
and external services (1,898,409) 625 (0.0%) (1,677,217) (1,878) 0.1%

Personnel costs (167,785) (5,105) 3.0% (154,464) (4,608) 3.0%

Changes in inventory 48,724     43,637    


Other operating costs
and expenses (6,325)   (8,502)  

GROSS OPERATING PROFIT 59,946 29,929 49.9% 44,349 2,417 5.4%


Amortization, depreciation
and impairment losses (29,876)     (27,346)    

OPERATING PROFIT 30,070 29,929 99.5% 17,003 2,417 14.2%

Financial income 1,587     299    

Financial expenses (4,549) (311) 6.8% (7,920) 0.0%

PROFIT BEFORE TAX 27,108 29,618 109.3% 9,382 2,417 25.8%

Income taxes 1,061 (676) (63.7%) (861)    


CONSOLIDATED PROFIT/
(LOSS) FOR THE YEAR 28,169 28.942 102.7% 8,521 2,417 28.4%
Appendix 3
Cash Flow Statement as at 28/02/2019 prepared applying the provisions pursuant to Consob
Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.

(Amounts in thousands of Euros) Year ended


Of which Of which
with with
28 February Related- 28 February Related-
2019 Parties Weight % 2018 Parties Weight %

Cash flow from operations            

Profit (Loss) for the Year 28,169 28,942 102.7% 8,521 2,417 28.4%

Adjustments for: -     -    

Income taxes (1,061)     861    

Net financial expenses (income) 2,962 311  0.0% 7,621    

Depreciation, amortisation and write-downs 29,876     27,346    

Other changes 1,325 1,424 107.5% 1,386 952 68.7%

  61,271 30,677 50.1% 45,735 3,369 7.4%

Changes in:            

- Inventories (48,945)     (43,637)    

- Trade receivables (1,277) 995 (77.9%) (5,163) (2,558) 49.5%

- Trade payables 47,854 (1,494) (3.1%) 81,033 1,797 2.2%

- Other changes in operating assets and liabilities 23,029 1,581 6.0% 20,860 4,001 19.2%
Cash flow generated /(used)
by operating activities 20,661 31,749 153.7% 53,093 6,609 12.4%

Taxes paid (741)     -    

Interest paid (3,538) (311)   (8,816)    

Net cash flow from (used in) operating activities 77,653 31,438 49.5% 90,012 6,609 7.3%

Cash flow from investment activities            

Purchases of plant, equipment and other assets (29,382)     (33,615)    

Purchases of intangible assets (2,760)     (9,270)    


Collections from the sale of plant, equipment
and other assets -     1    

Investments in equity investments -     (9,283)    


Investments for business combinations
and business units (5,587)     (10,985) (5,783)  
Cash flow generated/(absorbed)
by investing activities (37,729) - 0.0% (63,152) (5,783) 9.2%

Cash flow from investment activities  

Increase/(Decrease) in financial liabilities (4,700)     16,529    

Increase/(Decrease) in other financial liabilities 1,979 (1,217)   154    

Distribution of dividends (20,000) (6,760) 34% (20,000) (9,598) 48%


Cash flow generated/(absorbed)
by financing activities (22,721) (7,977) 35.1% (3,317) (9,598) 289.4%
Net increase/(decrease) in cash
and cash equivalents 17,203 23,461 136.4% 23,543 (8,772) (37.3%)

OPENING CASH AND CASH EQUIVALENTS 60,209     36,666  


Net increase/(decrease) in cash
and cash equivalents 17,203     23,543  

CLOSING CASH AND CASH EQUIVALENTS 77,412 60,209


Annual financial statements 392 - 393

Appendix 4
Income Statement as at 28/02/2019 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.

Year ended
Of which Of which
28 February non-recur- 28 February non-recur-
(Amounts in thousands of Euros) 2019 ring Weight % 2018 ring Weight %

Revenue 2,079,148 1,835,518

Other income 4,593 1,756 38.2% 5,377 929 17.3%

TOTAL REVENUE AND INCOME 2,083,741 1,756 0.1% 1,840,895 929 0.1%
Purchases of materials
and external services (1,898,409) (6,524) 0.3% (1,677,217) (14,074) 0.8%

Personnel costs (167,785) (2,756) 1.6% (154,464) (5,828) 3.8%

Changes in inventory 48,724 43,637


Other operating costs
and expenses (6,325) (188) 3.0% (9,662) (614) 7.2%

GROSS OPERATING PROFIT 59,946 (7,712) (12.9%) 44,349 (19,587) (44.2%)


Amortization, depreciation
and impairment losses (29,876) (3,493) 11.7% (27,346) (6,276) 23%

OPERATING PROFIT 30,070 (11,205) (37.3%) 17,003 (25,863) (152.1%)

Financial income 1,587 299

Financial expenses (4,549) 1,500 -33.0% (7,920) (3,128) 39.5%

PROFIT BEFORE TAX 27,108 (9,705) (35.8%) 9,382 (28,991) (309.0%)

Income taxes 1,061 (861)


CONSOLIDATED PROFIT/(LOSS)
FOR THE YEAR 28,169 (9,705) (34.5%) 8,521 (28,991) (340.2%)
ATTESTATION OF
THE ANNUAL FINANCIAL
STATEMENTS AS AT
28 FEBRUARY 2019,
IN ACCORDANCE WITH
ART. 81-TER OF THE
CONSOB REGULATION
11971 OF 14 MAY 1999 AS
SUBSEQUENTLY AMENDED
AND INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive
Officer of Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive responsible
for the preparation of the financial statements of Unieuro S.p.A., pursuant to Article 154-bis,
paragraphs 3 and 4, of the Italian Legislative Decree 58 of 24 February 1998, hereby certify:
• the adequacy in relation to the company’s characteristics; and
• the effective implementation of the administrative and accounting procedures for the
preparation of the full-year financial statements of the Company, in financial year 2019.

It is also hereby certified that the financial statements for 2019:


• were prepared in accordance with the applicable international accounting standards
recognised in the European Community pursuant to Regulation (EC) 1606/2002 of the
European Parliament and of the Council of 19 July 2002;
• correspond to the results of the books and accounting records;
• provide an accurate and fair view of the assets and liabilities, profits and losses and
financial position of the issuer.

The Directors’ Report contains a reliable analysis of operating performance and results
and of the position of the issuer, together with a description of the main risks and
uncertainties to which it is exposed.

8 May 2019
Giancarlo Nicosanti Monterastelli Italo Valenti
Chief Executive Officer Executive Officer Responsible
for the preparation of the financial
statements of the company
Annual financial statements 394 - 395

KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it

(Translation from the Italian original which remains the definitive version)

Independent auditors’ report pursuant to article 14 of


Legislative decree no. 39 of 27 January 2010 and article 10
of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of
Unieuro S.p.A.

Report on the audit of the separate financial statements

Opinion
We have audited the separate financial statements of Unieuro S.p.A. (the “company”),
which comprise the statement of financial position as at 28 February 2019, the income
statement and the statements of comprehensive income, changes in equity and cash
flows for the year then ended and notes thereto, which include a summary of the
significant accounting policies.
In our opinion, the separate financial statements give a true and fair view of the
financial position of Unieuro S.p.A. as at 28 February 2019 and of its financial
performance and cash flows for the year then ended in accordance with the
International Financial Reporting Standards endorsed by the European Union and the
Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (ISA
Italia). Our responsibilities under those standards are further described in the
“Auditors’ responsibilities for the audit of the separate financial statements” section of
our report. We are independent of the company in accordance with the ethics and
independence rules and standards applicable in Italy to audits of financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Key audit matters


Key audit matters are those matters that, in our professional judgement, were of most
significance in the audit of the separate financial statements of the current year.
These matters were addressed in the context of our audit of the separate financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Società per azioni


Capitale sociale
Euro 10.345.200,00 i.v.
Ancona Aosta Bari Bergamo Registro Imprese Milano e
Bologna Bolzano Brescia Codice Fiscale N. 00709600159
Catania Como Firenze Genova R.E.A. Milano N. 512867
Lecce Milano Napoli Novara Partita IVA 00709600159
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del Padova Palermo Parma Perugia VAT number IT00709600159
network KPMG di entità indipendenti affiliate a KPMG International Pescara Roma Torino Treviso Sede legale: Via Vittor Pisani, 25
Cooperative (“KPMG International”), entità di diritto svizzero. Trieste Varese Verona 20124 Milano MI ITALIA
Unieuro S.p.A.
Independent auditors’ report
28 February 2019

Recoverability of goodwill
Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6.2 - Significant
accounting policies; note 5.2 - Goodwill

Key audit matter Audit procedures addressing the key


audit matter
The separate financial statements at 28 Our audit procedures, which also involved
February 2019 include goodwill of €170.8 our own specialists, included:
million. — understanding and analysing the
The directors determine the recoverable process adopted to prepare the
amount of goodwill by calculating its value in impairment tests approved by the
use. This method, by its very nature, requires company’s board of directors on 8 May
a high level of directors’ judgement about the 2019;
forecast operating cash flows during the — understanding and analysing the
calculation period, as well as the discount process used to draft the plan;
and growth rates of those cash flows.
— analysing the reasonableness of the
The directors have forecast the operating main assumptions used by the directors
cash flows used for impairment testing on to determine the recoverable amount of
the basis of the data included in the 29 goodwill, including the plan’s operating
February 2020 to 29 February 2024 business cash flows. Our analyses included
plan, which was originally approved by the comparing the main assumptions used
company’s board of directors on 12 to the company’s historical data and
December 2016 and subsequently updated external information, where available;
by it on 17 April 2018 and 8 May 2019 (the
“plan”), and of the revenue’s and related — analysing the valuation models adopted
profitability’s estimated long-term growth by the company for reasonableness and
rates. consistency with professional practice;
For the above reasons, we believe that the — checking the sensitivity analyses
recoverability of goodwill is a key audit disclosed in the notes with reference to
matter. the main assumptions used for
impairment testing, including the
weighted average cost of capital, the
long-term growth rate and the sensitivity
of gross operating profit;
— assessing the appropriateness of the
disclosures provided in the notes about
goodwill and the related impairment test.

Recoverability of the investment in Monclick S.r.l.


Notes to the separate financial statements: note 2.5 - Use of estimates and
judgements in the preparation of the financial statements; note 2.6.2 - Significant
accounting policies; note 5.5 - Other current assets and other non-current assets

Key audit matter Audit procedures addressing the key


audit matter

The separate financial statements at 28 Our audit procedures, which also involved
February 2019 include the investment in our own specialists, included:
Monclick S.r.l. (“Monclick”) of €12.6 million, — understanding and analysing the
net of the impairment loss of €3.2 million process adopted to prepare the
recognised during the year. impairment tests approved by the

2
Annual financial statements 396 - 397

Unieuro S.p.A.
Independent auditors’ report
28 February 2019

The directors have determined the parent’s board of directors on 8 May


recoverable amount of the investment in 2019;
Monclick by calculating its value in use. This — understanding and analysing the
method, by its very nature, requires a high process used to draft the plan;
level of directors’ judgement about the
forecast operating cash flows during the — analysing the reasonableness of the
calculation period, as well as the discount main assumptions used by the directors
and growth rates of those cash flows. to determine the recoverable amount of
the investment in Monclick, including the
On 10 April 2019, the Monclick’s sole plan’s operating cash flows. Our
director forecast the operating cash flows analyses included comparing the main
used for the impairment test, which was assumptions used to Monclick’s
approved by the company’s board of historical data and external information,
directors on 8 May 2019, on the basis of the where available;
29 February 2020 to 29 February 2024
business plan (the “plan”) and of the — analysing the valuation models adopted
revenue’s and related profitability’s estimated by the company for reasonableness and
long-term growth rates. consistency with professional practice;
For the above reasons, we believe that the — checking the sensitivity analyses
recoverability of the investment in Monclick is disclosed in the notes with reference to
a key audit matter. the main assumptions used for
impairment testing, including the
weighted average cost of capital, the
long-term growth rate and the sensitivity
of gross operating profit;
— assessing the appropriateness of the
disclosures provided in the notes about
the investment in Monclick, the related
impairment test and the impairment loss
recognised during the year.

Premiums and contributions from suppliers


Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6.2 - Significant
accounting policies

Key audit matter Audit procedures addressing the key


audit matter
The company has contracts for the supply of Our audit procedures included:
goods which include the receipt of premiums
and, in certain circumstances, contributions. — understanding the process adopted to
These premiums and contributions are calculate premiums and contributions
recognised either as a percentage of the from suppliers through meetings and
quantities purchased, or as a fixed figure on discussions with the company’s
the quantities purchased or sold, or as a management;
defined contribution. — assessing the design and
Especially with reference to those implementation of controls and
agreements whose term falls after the performing procedures to assess the
reporting date, which account for a minor operating effectiveness of material
share of the premiums and contributions for controls;
the year, their calculation is a complex — obtaining audit evidence supporting the
accounting estimate entailing a high level of check of the existence and accuracy of
judgement as it is affected by many factors. premiums and contributions from
The parameters and information used for the
estimate are based on the purchased or sold

3
Unieuro S.p.A.
Independent auditors’ report
28 February 2019

volumes and valuations that consider suppliers, including through external


historical figures of premiums and confirmations;
contributions actually paid by suppliers. — checking the accuracy of the premium
For the above reasons, we believe that the and contribution calculation database, by
recoverability of premiums and contributions tracing the amounts to the general
from suppliers is a key audit matter. ledger and sample-based checks of
supporting documentation;
— checking the mathematical accuracy of
premiums and contributions from
suppliers;
— analysing the reasonableness of the
assumptions in the estimate through
discussions with the relevant internal
departments, comparison with historical
figures and our knowledge of the
company and its operating environment;
— assessing the appropriateness of the
disclosures provided in the notes about
premiums and contributions from
suppliers.

Measurement of inventories
Notes to the separate financial statements: note 2.5 - Use of estimates and
judgements in the preparation of the financial statements; note 2.6.2 - Significant
accounting policies; note 5.6 - Inventories

Key audit matter Audit procedures addressing the key


audit matter
The separate financial statements at 28 Our audit procedures included:
February 2019 include inventories of €362.1
million, net of the allowance for inventory — understanding the process for the
write-down of €9.7 million. measurement of inventories and
assessing the design and
Determining the allowance for goods write- implementation of controls and
down is a complex accounting estimate, procedures to assess the operating
entailing a high level of judgement as it is effectiveness of material controls;
affected by many factors, including:
— checking the accuracy of the inventory
— the characteristics of the company’s calculation algorithm;
business sector; — checking the method used to calculate
— the sales’ seasonality, with peaks in the allowance for inventory write-down
November and December; by analysing documents and discussions
— the decreasing price curve due to with the relevant internal departments;
technological obsolescence of products; — checking the mathematical accuracy of
— the high number of product codes the allowance for inventory write-down;
handled. — analysing the reasonableness of the
assumptions used to measure the
For the above reasons, we believe that the allowance for inventory write-down
measurement of inventories is a key audit through discussions with the relevant
matter. internal departments and analysis of age
bands and write-down rates applied;
comparing the assumptions with

4
Annual financial statements 398 - 399

Unieuro S.p.A.
Independent auditors’ report
28 February 2019

historical figures and our knowledge of


the company and its operating
environment;
— comparing the estimated realisable
value to the inventories’ carrying amount
by checking management reports on
average sales profits;
— assessing the appropriateness of the
disclosures provided in the notes about
inventories.

Responsibilities of the company’s directors and board of statutory auditors


(“Collegio Sindacale”) for the separate financial statements
The directors are responsible for the preparation of separate financial statements that
give a true and fair view in accordance with the International Financial Reporting
Standards endorsed by the European Union and the Italian regulations implementing
article 9 of Legislative decree no. 38/05 and, within the terms established by the
Italian law, for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
The directors are responsible for assessing the company’s ability to continue as a
going concern and for the appropriate use of the going concern basis in the
preparation of the separate financial statements and for the adequacy of the related
disclosures. The use of this basis of accounting is appropriate unless the directors
believe that the conditions for liquidating the company or ceasing operations exist, or
have no realistic alternative but to do so.
The Collegio Sindacale is responsible for overseeing, within the terms established by
the Italian law, the company’s financial reporting process.

Auditors’ responsibilities for the audit of the separate financial statements


Our objectives are to obtain reasonable assurance about whether the separate
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISA Italia will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these separate financial statements.
As part of an audit in accordance with ISA Italia, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
— identify and assess the risks of material misstatement of the separate financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control;

5
Unieuro S.p.A.
Independent auditors’ report
28 February 2019

— obtain an understanding of internal control relevant to the audit in order to design


audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the company’s internal
control;
— evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the directors;
— conclude on the appropriateness of the directors’ use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt
on the company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’
report to the related disclosures in the separate financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the company to cease to continue as a going
concern;
— evaluate the overall presentation, structure and content of the separate financial
statements, including the disclosures, and whether the separate financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance, identified at the appropriate
level required by ISA Italia, regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have
complied with the ethics and independence rules and standards applicable in Italy and
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the separate financial
statements of the current year and are, therefore, the key audit matters. We describe
these matters in our auditors’ report.

Other information required by article 10 of Regulation (EU) no. 537/14


On 12 December 2016, the shareholders of Unieuro S.p.A. appointed us to perform
the statutory audit of its consolidated financial statements as at and for the years
ending from 28 February 2017 to 28 February 2025.
We declare that we did not provide the prohibited non-audit services referred to in
article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the
company in conducting the statutory audit.
We confirm that the opinion on the separate financial statements expressed herein is
consistent with the additional report to the Collegio Sindacale, in its capacity as audit
committee, prepared in accordance with article 11 of the Regulation mentioned
above.

6
Annual financial statements 400 - 401

Unieuro S.p.A.
Independent auditors’ report
28 February 2019

Report on other legal and regulatory requirements

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article
123-bis.4 of Legislative decree no. 58/98
The company’s directors are responsible for the preparation of the a directors’ report
and a report on corporate governance and ownership structure at 28 February 2019
and for the consistency of such reports with the related separate financial statements
and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B
in order to express an opinion on the consistency of the directors’ report and the
specific information presented in the report on corporate governance and ownership
structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the
company’s separate financial statements at 28 February 2019 and their compliance
with the applicable law and to state whether we have identified material
misstatements.
In our opinion, the directors’ report and the specific information presented in the report
on corporate governance and ownership structure referred to above are consistent
with the company’s separate financial statements at 28 February 2019 and have been
prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree
no. 39/10, based on our knowledge and understanding of the entity and its
environment obtained through our audit, we have nothing to report.

Bologna, 21 May 2019

KPMG S.p.A.

(signed on the original)

Luca Ferranti
Director

7
Annual financial statements 402 - 403
Annual financial statements 404 - 405
Annual financial statements 406 - 407
Concept & Design: SERVIF/LAB
Printed by: Tipolitografia Optimus S.r.l.
Unieuro S.p.A.
Via Schiaparelli, 31
47122 Forlì - Italy
unieurocorporate.it
Half-year Consolidated
Financial Report
as at 31 August 2019
Summary

Corporate Bodies .................................................................................................................... 5

UNIEURO GROUP INTERIM DIRECTORS' REPORT .................................................... 6

1. Introduction ................................................................................................................... 7

2. Procedural notes ............................................................................................................ 8

3. Accounting policies ........................................................................................................ 9

4. Main financial and operating indicators .................................................................... 10

5. Market performance ................................................................................................... 11

6. Group operating and financial results ........................................................................ 12


6.1 Consolidated revenues...................................................................................................... 12
6.1.1 Consolidated revenues by channel.............................................................................. 13
6.1.2 Consolidated revenues by category ............................................................................ 14
6.2 Consolidated operating profit ........................................................................................... 15
6.3 Non-recurring income and expenses ................................................................................. 17
6.4 Net income ....................................................................................................................... 18
6.5 Cash flows ....................................................................................................................... 19
6.5.1 Consolidated Adjusted Levered Free Cash Flow- ....................................................... 19

7. Statement of Financial Position .................................................................................. 21

8. Information on related-party transactions and non-recurring, atypical or unusual


transactions ........................................................................................................................... 27

9. Atypical and/or unusual transactions ......................................................................... 28

10. Share-based payment agreements .............................................................................. 29

11. Treasury shares and holding company shares ........................................................... 30

12. The main risks and uncertainties to which the Group is exposed ............................. 30

13. Significant events during and after the period-end .................................................... 30

14. Foreseeable operating evolution ................................................................................. 32

CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS AT 31


AUGUST 2019 ....................................................................................................................... 33

NOTES .................................................................................................................................. 38

2
1. INTRODUCTION ....................................................................................................... 38

2. CRITERIA ADOPTED FOR PREPARING THE CONDENSED HALF-YEAR


CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF ACCOUNTING
STANDARDS ........................................................................................................................ 40
2.1 Criteria for preparing the Condensed Half-Year Consolidated Financial Statements ......... 40
2.2 Criteria for preparing the Condensed Half-Year Consolidated Financial Statements ......... 40
2.3 Consolidation principles and scope of consolidation ......................................................... 41
2.4 Use of estimates for preparing the Condensed Half-Year Consolidated Financial Statements
42
2.5 Key accounting policies ................................................................................................... 42
2.5.1 Changes to the accounting standards .......................................................................... 42
2.6 New accounting standards ................................................................................................ 46
2.7 Seasonality ....................................................................................................................... 47

3. INFORMATION ON FINANCIAL RISKS ............................................................... 47


3.1 Credit risk ........................................................................................................................ 47
3.2 Liquidity risk ................................................................................................................... 48
3.3 Market risk ....................................................................................................................... 49
3.3.1 Interest rate risk ......................................................................................................... 49
3.3.2 Currency risk ............................................................................................................. 50
3.4 Fair value estimates .......................................................................................................... 50

4. INFORMATION ON OPERATING SEGMENTS .................................................... 51

5. NOTES TO THE INDIVIDUAL FINANCIAL STATEMENT CAPTIONS ............ 52


5.1 Plant, machinery, equipment and other assets ................................................................... 52
5.2 Goodwill .......................................................................................................................... 55
5.2.1 Impairment test .......................................................................................................... 56
5.3 Assets for rights of use ..................................................................................................... 56
5.4 Intangible assets with a finite useful life ........................................................................... 57
5.5 Deferred tax assets and deferred tax liabilities .................................................................. 59
5.6 Other current assets and other non-current assets .............................................................. 61
5.7 Inventories ....................................................................................................................... 62
5.8 Trade receivables ............................................................................................................. 63
5.9 Current tax assets and liabilities ....................................................................................... 64
5.10 Cash and cash equivalents ............................................................................................. 65
5.11 Shareholders’ equity ..................................................................................................... 65
5.12 Financial liabilities ........................................................................................................ 67
5.13 Employee benefits ......................................................................................................... 71
5.14 Other financial liabilities ............................................................................................... 72
5.15 Provisions ..................................................................................................................... 74
5.16 Other current liabilities and other non-current liabilities ................................................ 75
5.17 Trade payables .............................................................................................................. 76
5.18 Revenue ........................................................................................................................ 77
5.19 Other income ................................................................................................................ 79
5.20 Purchases of materials and external services.................................................................. 80
5.21 Personnel costs.............................................................................................................. 81
5.22 Other operating costs and expenses ............................................................................... 82
5.23 Depreciation, amortisation and impairments .................................................................. 82

3
5.24 Financial income and Financial expenses ...................................................................... 83
5.25 Income taxes ................................................................................................................. 84
5.26 Basic and diluted earnings per share .............................................................................. 84
5.27 Statement of cash flows................................................................................................. 85
5.28 Share-based payment agreements .................................................................................. 87
Long Term Incentive Plan....................................................................................................... 87
5.29 Business unit combinations ........................................................................................... 89

6. RELATED-PARTY TRANSACTIONS ..................................................................... 91

7. OTHER INFORMATION .......................................................................................... 93


Contingent liabilities ............................................................................................................. 93
Guarantees granted in favour of third-parties .................................................................... 93
Information on the obligations of transparency in the system of public funds (Law no.
124/2017 Article 1, paragraphs 125-129) ............................................................................. 93
Subsequent events ................................................................................................................. 93
CERTIFICATION OF THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL
STATEMENTS AS AT 31 AUGUST 2019 PURSUANT TO ARTICLE 81-TER OF THE
CONSOB REGULATION 11971 OF 14 MAY 1999 AS SUBSEQUENTLY AMENDED
AND INTEGRATED ............................................................................................................... 94

4
Corporate Bodies
BOARD OF DIRECTORS
- Chairman of the Board of Directors Bernd Erich Beetz
- Chief Executive Officer Giancarlo Nicosanti Monterastelli
- Non-executive Director Robert Frank Agostinelli
- Non-executive Director Gianpiero Lenza
- Non-executive Director Alessandra Stabilini
- Independent Director Catia Cesari
- Independent Director Pietro Caliceti
- Independent Director Marino Marin
- Independent Director Monica Luisa Micaela Montironi

CONTROL AND RISK COMMITTEE


- Independent Director – Chairman Marino Marin
- Non-executive Director Gianpiero Lenza
- Independent Director Monica Luisa Micaela Montironi

NOMINATIONS AND REMUNERATION COMMITTEE

- Independent Director – Chairman Marino Marin


- Non-executive Director Gianpiero Lenza
- Independent Director Catia Cesari

RELATED PARTY TRANSACTIONS COMMITTEE


- Independent Director - Chairman Marino Marin
- Independent Director Pietro Caliceti
- Independent Director Monica Luisa Micaela Montironi

BOARD OF STATUTORY AUDITORS


- Chairman Giuseppina Manzo
- Statutory Auditor Maurizio Voza
- Statutory Auditor Federica Mantini
- Alternate Auditor Valeria Francavilla
- Alternate Auditor Davide Barbieri

SUPERVISORY BODY
- Chairman Giorgio Rusticali
- Members: Chiara Tebano
Raffaella Folli

AUDIT COMPANY KPMG S.p.A.

5
UNIEURO S.p.A.

Registered office: Via V.G. Schiaparelli 31 - 47122 Forlì

Share capital: Euro 4,000,000 fully paid up

Tax ID No./VAT No.: 00876320409

Registered in the Company Register

of Forlì-Cesena: 177115

UNIEURO GROUP INTERIM DIRECTORS' REPORT

6
1. Introduction
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017 and the share capital of Carini Retail S.r.l., consolidated from 1
March 2019.

The company Unieuro S.p.A. (hereinafter referred to as the "Company" or “Unieuro” or "UE") is a
company under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, founded at the
end of the 1930s by Vittorio Silvestrini. Unieuro is now the leading company in the distribution of
consumer electronics and appliances in Italy and it operates as an integrated omnichannel
distributor in four major product segments: Grey (telephone systems, computers and photos),
White (large and small appliances), Brown (consumer electronics and media storage), Other
Products (consoles, video games, bicycles) offering parallel ancillary services such as delivery and
installation, extended warranties and consumer financing.

The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned by
Unieuro, is a company under Italian law with its registered office in Vimercate at Via Energy Park
22, which sells online I.T., electronic, telephone products and appliances in Italy through its website
www.monclick.it, offering a catalogue with over 70,000 items and guaranteeing a comprehensive
purchasing experience completed through the home delivery and installation of the chosen product.
It also operates in the segment known as B2B2C, where the customers are operators which need to
purchase electronic products to distribute to their regular customers or employees to accumulate
points or participate in competitions or incentive plans.

The company Carini Retail S.r.l. (hereinafter referred to as “Carini” or “Carini Retail”) is a
company under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, the owner of
12 sales outlets in Sicily belonging to Pistone S.p.A., one of the main shareholders of the Expert
purchasing group operating in Italy, with its headquarters in Carini (Palermo). The transaction to
buy the entire share capital of Carini which took place on 1 March 2019, the date Unieuro gained
control, marked the launch of Unieuro in Sicily, an area with five million inhabitants where there
had been little penetration until then.

The Group's mission is to accompany customers in all phases of their shopping experience, placing
them at the centre of an integrated ecosystem of products and services with a strategic approach
focusing on accessibility, a local presence and nearness.

Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.

Based on the information available at the date of the Group Interim Directors’ Report as at 31
August 2019, the major shareholders of Unieuro, through Monte Paschi Fiduciaria S.p.A., are
Italian Electronics Holdings S.à.r.l. in liquidazione1 (attributable to the funds managed by Rhone
Capital) with 33.8% and Alfa S.r.l. 1 (Dixons Carphone plc) with 7.2%. Some shareholders who are
members of the Silvestrini family1 own 5.6% of the share capital of Unieuro, the asset management
company Amundi Asset Management1 owns 5.6% and, lastly, some top managers1 of Unieuro own
2.0% in total.

At the date of the Group Interim Directors' Report, in the light of the current shareholding structure,
Italian Electronics Holdings S.à.r.l. is the majority shareholder.

1 Source: Consob, significant shareholders of Unieuro S.p.A. and reworking of the shareholders' register at 1 August 2019.

7
2. Procedural notes
This Interim Directors' Report contains information relating to the consolidated revenues,
consolidated profitability, balance sheet and cash flows of the Unieuro Group as at 31 August 2019
compared with the figures from the previous interim period ended 31 August 2018 for the part
relating to the economic results and cash flows and with the data of the last approved financial
statements as at 28 February 2019 for the equity and financial situation.

Unless otherwise indicated, all amounts are stated in millions of Euros. Amounts and percentages
were calculated on amounts in thousands of Euros, and thus, any differences found in certain tables
are due to rounding.

As described in detail below, from 1 March 2019 the Group adopted IFRS 16 "Leases", which
involved changes in accounting policies and related adjustments to the amounts recognised in the
financial statements. IFRS 16 implies the recognition among fixed assets of the rights to use leased
assets that fall within the scope of application of the standard and the recognition among the
liabilities of the related financial liability.

As permitted by the standard itself, on first-time adoption, comparative data have not been restated,
while data for the period in question are presented in this Report on Operations using the previous
accounting standard IAS 17 Leasing, in order to facilitate comparability with the previous period of
comparison. The following comparative analyses therefore refer, unless otherwise specified, to the
data for the first half of 2019 without the application of IFRS 16. Reference should be made to
paragraph "8 - Changes in accounting principles" for a summary of the impacts of the application of
IFRS 16 as from 1 March 2019.

8
3. Accounting policies
This Interim Directors' Report as at 31 August 2019 was prepared in compliance with the provisions
of Article 154-ter, paragraph 5 of Legislative Decree 58/98 of the T.U.F. as subsequently amended
and supplemented and in compliance with Article 2.2.3 of the Stock Exchange Regulations and in
the application of IAS 34. It does not include all the information required by the IFRS for the
preparation of the annual financial statements and must therefore be read in conjunction with the
Unieuro Financial Statements as at 28 February 2019. The Interim Directors' Report was prepared
in compliance with International Accounting Standards (IAS/IFRS) issued by the International
Accounting Standards Board (IASB) and to the related interpretations (SIC/ FRIC) adopted by the
European Union.

The accounting standards used by the Group are the International Financial Reporting Standards
adopted by the European Union (“IFRS”) and in accordance with Legislative Decree 38/2005, as
well as other CONSOB provisions concerning financial statements.

The accounting criteria and consolidation principles adopted are standardised with those used for
the Group's Consolidated Financial Statements as at 28 February 2019, which should be referred to,
with the exception of the adoption of IFRS 16 (Leasing) adopted from 1 March 2019 with the
modified retrospective application method whereby comparative information has not been restated
and (ii) IFRIC 23 Uncertainty over Income Tax Treatments which provides accounting guidance on
how to reflect any income tax uncertainties regarding the taxation of a given phenomenon. The
effects of this new adoption are illustrated in paragraph “8 - Changes to the accounting standards of
the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019” which should
be referred to for further details. The application of the new principles was not completed and may
be subject to changes until the publication of the consolidated financial statements of the Unieuro
Group for the financial year ending 29 February 2020.
To make it possible to compare the operating results, financial position and cash flows for the first
six months ended 31 August 2019 with the corresponding period of the previous financial year, this
Group Interim Directors’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing) and the related Interpretations (IFRIC 4, SIC 15
and SIC 27), for the purpose of distinguishing between operating leases and financial leases and the
consequent accounting of lease agreements. For the analysis of the impacts of the new accounting
standard IFRS 16, refer to paragraph 8 - "Changes to the accounting standards".

To facilitate the understanding of the Group’s economic and financial progress, some Alternative
Performance Indicators (“APIs”) are indicated. For a correct interpretation of the APIs, note the
following: (i) these indicators are constructed exclusively from the Group’s historical data and are
not indicative of future trends, (ii) the APIs are not provided for by the IFRS and, despite being
derived from the Consolidated Financial Statements are not subject to audit, (iii) the APIs should
not be regarded as substitutes for the indicators provided for in the International Financial Reporting
Standards (IFRS), (iv) the interpretation of these APIs should be carried out together with that of
the Group’s financial information drawn from the Condensed Half-Year Consolidated Financial
Statements; (v) the definitions and criteria adopted for the determination of the indicators used by
the Group, since they do not derive from the reference accounting standards, may not be
homogeneous with those adopted by other companies or groups and, therefore, may not be
comparable with those potentially presented by such entities, and (vi) the APIs used by the Group
are prepared with continuity and homogeneity of definition and representation for all the financial
periods for which information is included in the Condensed Half-Year Consolidated Financial
Statements.

9
The APIs reported (adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for the
period, net working capital, adjusted levered free cash flow, net financial debt and net financial
debt/adjusted EBITDA) have not been identified as IFRS accounting measures and, thus, as noted
above, they must not be considered as alternative measures to those provided in the Group's
financial statements in the Group Interim Directors’ Report to assess their operating performance
and related financial position.

Certain indicators are referred to as “Adjusted”, to represent the Group’s management and financial
performance, net of non-recurring events, non-characteristic events and events related to
extraordinary transactions, as identified by the Group. The Adjusted indicators shown consist of:
Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Consolidated Adjusted
profit (loss) for the period, Consolidated Adjusted Levered Free Cash Flow and Net financial
debt/Consolidated Adjusted EBITDA. These indicators reflect the main operating and financial
measures adjusted for non-recurring income and expenses that are not strictly related to the core
business and operations, and for the effect from the change in the business model for extended
warranty services (as more fully described below in the API “Consolidated Adjusted EBITDA”),
and thus, they make it possible to analyse the Group’s performance in a more standardised manner
in the periods reported in the Interim Directors' Report.

4. Main financial and operating indicators2


Period ended
(in millions of Euros)
31 August 2019 31 August 2018
Economic indicators for the period
Consolidated revenues 1,059.5 908.5
Consolidated Adjusted EBITDA3 18.0 15.6
Consolidated Adjusted EBITDA margin4 1.7% 1.7%
Consolidated Profit/Loss for the period (6.6) (5.2)
Adjusted Consolidated Profit/Loss for the Period5 1.5 0.4
Cash flows
Consolidated Adjusted Levered Free Cash Flow6 (22.7) (22.4)
Investments paid in the period (24.9) (11.8)

Period ended
(in millions of Euros)
31 August 2019 28 February 2019
Indicators from the statement of financial position for the period
Net Working Capital (215.2) (234.6)
(Net financial debt) / Net cash (49.5) 20.5

2 Adjusted indicators are not identified as accounting measures in the IFRS, and thus should not be considered as alternative measures for assessing
the Group’s results. Since the composition of these indicators is not governed by established accounting standards, the calculation criterion applied by
the Group might not be the same as that used by other companies or with any criterion the Group might use or create in the future, which therefore
will not be comparable. To make it possible to compare the operating results, financial position and cash flows for the first three months ended as at
31 August 2019 with the corresponding period of the previous financial year, this Directors’ Report comments on the economic data and main balance
sheets, using the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to
paragraph 8 - "Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
3 Consolidated Adjusted EBITDA is Consolidated EBITDA adjusted (i) for non-recurring expenses/(income) and (ii) the impact from the adjustment

of revenues for extended warranty services net of related estimated future costs to provide the assistance service, as a result of the change in the
business model for directly managed assistance services. See paragraph 6.2 for additional details.
4 The Consolidated Adjusted Margin is the ratio of Consolidated Adjusted EBITDA to revenues.
5 The Adjusted Consolidated Result for the period is calculated as the Consolidated Profit (Loss) for the period adjusted by (i) the adjustments

incorporated in the Consolidated Adjusted EBITDA, (ii) the adjustments of the non-recurring depreciation, amortisation and write downs, (iii) the
adjustments of the non-recurring financial expenses/(income) and (iv) the theoretical tax impact of these adjustments.
6 The Consolidated Adjusted Levered Free Cash Flow is defined as cash flow generated/absorbed by operating activities net of investment activities

adjusted for non-recurring investments and other non-recurring operating flows and including adjustments for non-recurring expenses (income) and
net of their non-cash component and the related tax impact. See paragraph 6.5 for additional details.

10
Net financial debt/Adjusted Consolidated LTM EBITDA7 0.65 (0.28)

Period ended
(in millions of Euros)
31 August 2019 28 February 2019
Operating indicators for the period
Like-for-like growth 8 3.0% 4.9%
Direct sales outlets (number) 249 237
of which Pick Up Points9 239 227
Affiliated sales outlets (number) 267 275
of which Pick Up Points 180 158
Total area of direct sales outlets (in square metres) about 367,000 about 345,000
Sales density10 (Euros per square metre) 4,844 4,703
Full-time-equivalent employees11 (number) 4,427 4,148

5. Market performance12

The first half-year ended with a fall of 0.8% in the consumer market13. Although the Online
segment closed up by 15.9% (down, however, compared with the same period of the previous year),
this growth did not offset the fall in the Offline segment (-3.5%). This failure in offsetting is related
to the limited penetration rate of the online segment which stands at around 16% (+2 percentage
points compared with the corresponding period of the previous financial year). The segment most
affected by a fall in revenues is the specialist segment (-12.1%) which fell by about three
percentage points in terms of weighting for the entire sector. On the other hand, there are the Tech
Superstores which - tapping into the online growth of the Telecom segment - together with Mass
Merchandisers -- made a positive contribution to market growth with growth rates of +2.9% and
+3.7%, respectively14.
As far as the trends relating to the individual categories of goods are concerned, note the excellent
performance of White goods (+8.3% in total going against the trend compared with the figures for
the previous year) driven by all sectors: Large Appliances (+2.0%), Home Comfort (+48.4%),
Small Appliances (+6.7%).
Brown goods returned to negative territory (-7.3%) as a result, in particular, of the performance of
Consumer Electronics (-6.1%), dragged down by TVs in spite of a particularly buoyant Online
sector.
As far as the world of Grey goods is concerned (-3.3%), it is the Telecom segment that has been the
main negative contributor to growth (-4.3%) driven by the results of the Smartphone segment.

In spite of the macro economic context and the expectations of consumers being reflected
negatively in demand for Electronic products, the Unieuro Group is continuing with its strategy for

7In order to guarantee the comparability of the Net financial debt/Adjusted Consolidated LTM EBITDA indicator the Adjusted Consolidated EBIDTA
figure for the last twelve months was taken into consideration.
8 Like-for-like revenue growth: the methods for comparing sales for the period ended 31 August 2019 with those for the period ended 31 August 2018

based on a standard scope of operations, for retail and travel stores operating for at least an entire financial year from the closing date of the reference
period, excluding sales outlets affected by significant business discontinuity (e.g. temporary closures and major refurbishments), as well as the entire
online channel. For a better representation, the method for calculating the like-for-like KPIs was restated based on the methodology adopted for the
main reference market players.
9 Physical pick-up points for customer orders using the online channel.
10 This indicator is obtained from the ratio of annual sales generated by direct outlets to the total area devoted to sales in all direct outlets.
11 Average annual number of full-time-equivalent employees.
12 The data relating to the market were prepared by the Group management based on the data available as of 31 August 2019.
13 The data refer to the consumer market only excluding B2B activities, services (extended warranties, loans, etc.), Entertainment as well as products

not coming under the scope of Consumer Electronics (e.g. bicycles).


14 The data relating to the market were prepared by the Group management based on analyses as of 31 August 2019.

11
growth in all product categories, on the one side strengthening its shares in all supply sectors and,
on the other side, continuing with the consolidation which led the Group to achieve its leadership
position in the retail market.
The focus of the Group in the first half-year remained unchanged and based on the strategic pillars
of its strategic plan:
- Expansion of the sales network through organic growth (three new openings in the half-year:
Porto Gruaro, Misterbianco, Gela) and through outside lines (the acquisition of 12 former Pistone
Group sales outlets).
- Focusing on processes from an omnichannel perspective and on the centrality of customers
(NPS equal to around 46, an improvement of about two points compared with the same period of
the previous year);
- Focusing on transformation projects with a high strategic impact
- Consolidation of its presence in Italy (entry to the market in Sicily)

Thanks to the actions implemented in this first half of the year, the Group recorded an excellent
performance in all sales channels (comparable market value, consolidated total: +18.8%,
consolidated offline: +19.5%, consolidated online: +13.9%).
Growth of the Unieuro.it brand continued in the Online segment which was up 16.4% with an ever
increasing contribution from the mobile sector, both Apps and Browsers.
The over-performance in both sales channels was driven by all product categories from White
goods (Unieuro Group +27.8% compared with the market +8.3%) to Grey goods15 (Unieuro Group
+17.6% compared with the market -3.3%) to Brown goods4 (Unieuro Group +7.0% compared with
the market -7.3%).

6. Group operating and financial results16


6.1 Consolidated revenues
Consolidated revenues for the six-month period ending 31 August 2019 totalled Euro 1,059.5
million, a 16.6% increase over the previous period, with an increase of Euro 151.0 million.

The dynamics of revenues benefited both external and internal growth, the contribution of
acquisitions made during the half-year in question and in the previous financial year had a positive
impact, thanks to the different scope of business as a result of the opening of 12 former Pistone
stores in March 2019 and the inauguration of 14 new sales outlets from September 2018 following
the purchase of the ex-DPS/Trony and former Galimberti/Euronics business units. Additionally, the
partnership concluded with Finiper, which signalled Unieuro's launch into large scale retailing,
further strengthened the positive dynamics of revenues, similar to the good performance of like for
like stores.

The development of like-for-like revenues17- or the comparison of sales with those of the previous
half-year based on a standard scope of operations - was positive standing at +3.0%. Excluding sales
15
The growth figures by individual category and by individual channel for the Unieuro Group only involve the Consumer segment excluding
Services, B2B, Entertainment, products outside of the scope of consumer electronics and also include Travel sales. This is to make them comparable
with the market data which excludes these components.
16
To make it possible to compare the operating results, financial position and cash flows for the first three months ended as at 31 August 2019 with
the corresponding period of the previous financial year, this Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 8 -
"Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
17 From the first half-year ended 31 August 2018, the calculation methods for like-for-like revenues were remodelled based on the methodology

adopted by the main players in the reference market, with the objective of providing a better representation of the operating performance on a like-for-
like basis. Growth of like-for-like revenues is calculated including: (i) the retail and travel stores operating for at least an entire financial year at the
closing date of the reference period, excluding sales outlets affected by significant business discontinuity (e.g. temporary closures and large-scale
refurbishments) and (ii) the entire online channel. The previous methodology for calculating like-for-like revenues did not totally include the online
channel.

12
outlets adjacent to the new stores opening in the meantime and therefore not coming under like-for-
like from the scope of the analysis, like-for-like sales experienced even better growth of 4.0%.

6.1.1 Consolidated revenues by channel

(In millions of Euro and as a percentage


Period ended Change
of revenues)

31 August 2019 % 31 August 201818 % Δ %


Retail 755.9 71.3% 640.6 70.5% 115.2 18.0%
19
Indirect 119.1 11.2% 95.1 10.5% 23.9 25.1%
Online 112.2 10.6% 97.6 10.7% 14.6 15.0%
B2B 53.9 5.1% 62.4 6.9% (8.6) (13.7%)
Travel 18.6 1.8% 12.7 1.4% 5.8 45.8%
Total consolidated revenues 1,059.5 100.0% 908.5 100.0% 151.0 16.6%

The Retail channel recorded an 18.0% increase in sales, equal to Euro 115.2 million, mainly as a
result of the growth in the network of direct stores, up compared with the corresponding period of
the previous year thanks to the consolidation of the former Pistone stores and the incremental
contribution of the acquisitions and the new openings brought to a conclusion in the last twelve
months. The performance of the stores was also positive on a like-for-like basis.

The Indirect channel - previously known as the Wholesale channel and which includes sales made
through the network of affiliated stores and revenues produced in large scale retailing through
partnerships with the leading industry operators at a total of 267 sales outlets - recorded revenues of
Euro 119.1 million, an increase of 25.1% compared with Euro 95.1 million in the first half of the
previous period. Growth was driven by the large-scale retailing sector, with the opening of Unieuro
by Iper shops-in-shops in the Iper La grande i hypermarkets under the scope of the partnership
made official on 10 January 2019.

The consolidated revenues of the Online channel stand at Euro 112.2 million, a growth of 15.0%
compared with Euro 97.6 million in the same period of the previous year. The reasons for the
positive performance, should be sought in the Group's omnichannel strategy, which gives the
physical sales outlet the precious role of a pick-up point, to the benefit of online customers. The
continuous innovation linked to the constant release of new functions and improvements of the
platform, attention to contents and the effectiveness of digital communication campaigns have
further strengthened the competitive advantage.

The B2B channel - which targets professional domestic and foreign customers that operate in
industries other than those where Unieuro operates, such as hotel chains and banks, as well as
operators that need to purchase electronic products to be distributed to their regular customers or to
employees to accumulate points or participate in prize competitions or incentive plans (B2B2C
segment) - recorded sales of Euro 53.9 million, a fall of 13.7% compared with the first half of the
previous year as a result of the changes that were implemented in sales channel strategies by
suppliers.

18 For a better representation, supplies of business type goods were reclassified from the Online channel to the B2B channel.
19
The Indirect Channel, previously known as Wholesale, includes sales to the network of affiliated stores and revenues produced in large scale
retailing through partnerships with leading industry operators.

13
Lastly, the Travel channel - composed of 12 direct sales outlets located at several major public
transport hubs such as airports, railway and underground stations - recorded growth of 45.8% equal
to Euro 18.6 million, thanks, above all, to the launch of the former DPS/Trony sales outlet located
at the Milan San Babila underground station which opened in October 2018 and the good
performance of the sales outlet located at Turin's Porta Nuova station.

6.1.2 Consolidated revenues by category

(In millions of Euro and as a


percentage of consolidated Period ended Change
revenues)
31 August 2019 % 31 August 2018 % Δ %
Grey 502.4 47.4% 437.7 48.2% 64.7 14.8%
White 306.3 28.9% 239.2 26.3% 67.1 28.0%
Brown 158.4 14.9% 154.3 17.0% 4.0 2.6%
Services 48.2 4.6% 38.9 4.3% 9.3 24.0%
Other products 44.2 4.2% 38.4 4.2% 5.9 15.3%

Total consolidated revenues 1,059.5 100.0% 908.5 100.0% 151.0 16.6%

Through its distribution channels the Group offers its customers a wide range of products -
specifically electric appliances and consumer electronics, as well as ancillary services. The
segmentation of sales by product category takes place on the basis of the classification of products
adopted by the main sector experts. Note therefore that the classification of revenues by category is
periodically revised in order to guarantee the comparability of Group data with market data.

The Grey category - namely telephone systems, tablets, information technology, accessories for
telephone systems, cameras, as well as all wearable technological products - generated sales of Euro
502.4 million, an increase of 14.8% compared with the figure of Euro 437.7 million for the first half
of the previous year thanks to the positive performance of the Telephone systems sector, which
benefited from the mix movement towards the top of the range and the good performance of several
new models, as well as the positive performance of laptop sales.

The White category, - composed of large appliances (MDA) such as washing machines, tumble
dryers, refrigerators or freezers and ovens, small appliances (SDA) such as vacuum cleaners,
kettles, coffee machines as well as the climate control segment, recorded a 28.9% increase on total
sales generating a turnover of Euro 306.3 million, up 28.0%. In addition to the consolidation of the
ex-Piston stores, historically strong in the sale of household appliances, the excellent performance is
attributable to the success of the suction sector and the increase in sales of air conditioners,
facilitated by a favorable summer season.

The Brown category - which includes televisions and related accessories, audio devices, devices for
smart TVs and car accessories, as well as memory systems - recorded growth in revenues in the
period in question of Euro 158.4 million (+2.6% compared with the Euro 154.3 million recorded as
at 31 August 2018). In the previous half-year consolidated financial report, the category result had
benefited from the higher sales caused by the football world cup, while the half-year ended August
31, 2019 on the other hand was affected by lower sales through the B2B channel.

The Services category recorded growth of 24.0% in consolidated revenues thanks to the expansion
of the sales network and the Unieuro Group's continued focus on the provision of services to its
customers, specifically extended warranties and fees from customers signing new consumer credit

14
contracts.

The Other products category recorded an increase in consolidated revenues of 15.3%; this group
includes both the sales of the entertainment sector and other products not included in the consumer
electronics market such as e-mobility. The category was affected positively by the good
performance of sales of cooking and tableware accessories and luggage compartment.

6.2 Consolidated operating profit20


The consolidated income statement tables present in this Interim Directors’ Report on operations
have been reclassified using presentation methods that management considered useful for reporting
the operating profit performance of the Unieuro Group during the period. To more fully report the
cost and revenue items indicated, the following were reclassified in this income statement by their
nature: (i) non-recurring expenses/(income) and (ii) the impact from the adjustment of revenues for
extended warranty services net of related estimated future costs to provide the assistance service,
because of the change in the business model for directly managed assistance services.

Period ended Change


31 August 2019 31 August 2018
(In millions and as a percentage of Adjusted Adjusted Δ %
revenues) amounts % Adjustments21 amounts % Adjustments

Revenue 1,059.5 908.5 151.0 16.6%


Sales revenues 1,059.5 908.5 151.0 16.6%

Purchase of goods and Change in


(826.2) (78.0%) 0.0 (704.0) (77.5%) 0.0 (122.1) 17.3%
inventories
Lease and rental expense (38.5) (3.6%) 0.3 (35.1) (3.9%) 0.1 (3.4) 9.6%
Marketing costs (25.8) (2.4%) 1.3 (23.6) (2.6%) 0.2 (2.2) 9.4%
Logistics costs (30.7) (2.9%) 0.9 (23.3) (2.6%) 0.4 (7.4) 31.5%
Other costs (32.0) (3.0%) 1.7 (28.6) (3.1%) 2.3 (3.4) 11.9%
Personnel costs (90.3) (8.5%) 0.8 (79.7) (8.8%) 1.5 (10.6) 13.3%
Other operating income and costs (2.0) (0.2%) (0.1) (1.5) (0.2%) (0.1) (0.4) 29.1%

Revenues from the sale of warranty


extensions netted of future estimated
service cost - business model’s 3.9 0.4% 3.9 3.1 0.3% 3.1 0.8 27.0%
change related to direct assistance
services

Consolidated Adjusted EBITDA 18.0 1.7% 8.9 15.6 1.7% 7.4 2.4 15.6%

Consolidated Adjusted EBITDA during the period increased by 15.6%, equal to Euro 2.4 million,
standing at Euro 18.0 million. The Adjusted EBITDA Margin remained unchanged at 1.7%. The
profitability of the half-year was positively impacted by the growth actions undertaken, which led to
an expansion of the direct and indirect store networks and digital operations of Unieuro.

20 To make it possible to compare the operating results, financial position and cash flows for the first six months ended as at 31 August 2019 with the
corresponding period of the previous financial year, this Directors’ Report on operations comments on the economic data and main balance sheets,
using the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph
8 - "Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
21The item “Adjustments” includes both non-recurring income/(expenses) and the adjustment for the change in the business model for warranties,

which was posted in the item “Change in business model for directly managed assistance services.” Thus, the adjustment is aimed at reflecting, for
each year concerned, the estimated profit from the sale of extended warranty services already sold (and collected) starting with the Change in
Business Model as if Unieuro had always operated using the current business model. Specifically, the estimate of the profit was reflected in revenues,
which were held in suspense in deferred income, to be deferred until those years in which the conditions for their recognition are met, net of future
costs for performing the extended warranty service, which were projected by the Group on the basis of historical information on the nature, frequency
and cost of assistance work.

15
Specifically, a good performance in revenues and the greater operating leverage allowed a reduction
in the impact of related costs on personnel, rental and marketing, as well as Other costs (utilities,
maintenance, general sales expenses), offsetting the dynamics of the gross margin and the increase
in logistics costs.

Note that profitability is also influenced by the seasonal phenomena typical of the consumer
electronics market, which records higher revenues and costs of purchasing goods during the final
part of each financial year. On the other hand, operating costs show a more linear trend due to the
presence of fixed cost components (staff, rentals and overheads) that have a uniform distribution
throughout the year.

During the six-month period ended 31 August 2019, costs for the purchase of goods and changes in
inventories increased by Euro 122.2 million. The impact on consolidated revenues stood at 78.0%
(77.5% in the corresponding period of the previous year ended 31 August 2018).

Rental costs increased by Euro 3.4 million or around 9.6% as a result of the effect on the
incremental costs arising from acquisitions, new openings brought to a conclusion in the last twelve
months, the new Piacenza warehouse which opened in September 2018 and the new Carini logistics
hub purchased on 1 March 2019. The impact on consolidated revenues fell to 3.6% (3.9% in the
corresponding period of the previous year ended 31 August 2018).

Marketing costs rose by 9.4% compared with the first half of the previous year ended 31 August
2018. Marketing and advertising were structured and planned to direct potential customers to
physical sales outlets and to the Online channel. In line with the trend in the year ended 28 February
2019, there was a fall in the weighting of traditional marketing activities offset by the increase in
the weighting of digital marketing activities.

Logistics costs increased by around Euro 7.4 million. The impact on consolidated revenues stood at
2.9% (2.6% in the corresponding period of the previous year ended 31 August 2018). The
performance is mainly attributable to the increase in sales volumes and the ever-increasing
weighting of home deliveries as a result of the increase recorded in requests for non-standard
delivery services (timed delivery slot, delivery to a specified floor, etc.) and promotional campaigns
which include free delivery.

The item Other costs rose by Euro 3.4 million compared with the first half of the previous year
ended 31 August 2018. The performance is mainly attributable to the increase in operating costs
which essentially refer to utilities, maintenance and general sales expenses as a result of the increase
in stores.

Personnel costs show an increase of Euro 10.6 million, mainly attributable to the increase in the
number of employees following the acquisition and opening of new stores. The impact on
consolidated revenues stood at 8.5% (8.8% in the corresponding period of the previous year ended
31 August 2018).

Other operating income and costs rose by Euro 0.4 million. The impact on consolidated revenues
remained unchanged compared with the corresponding period of the previous year standing at
0.2%.

The reconciliation between the Consolidated Adjusted EBITDA and the consolidated EBIT
reported in the consolidated financial statements is given below.

(In millions of Euro and as a percentage of revenues) Period ended Change

16
31 August 2019 % 31 August 2018 % Δ %
Consolidated Adjusted EBITDA22 18.0 1.7% 15.6 1.7% 2.4 15.6%
Non-recurring expenses /(income) (5.0) (0.5%) (4.3) (0.5%) (0.7) 15.5%
Revenues from extended warranty services net of related
estimated future costs to provide the assistance service - change (3.9) (0.4%) (3.1) (0.3%) (0.8) 27.0%
in the business model for directly managed assistance services23
EBIT 9.1 0.9% 8.3 0.9% 0.8 10.0%

Non-recurring expense/(income) increased by Euro 0.7 million compared with the corresponding
half-year of the previous year ended 31 August 2018 and are explained, in detail, in paragraph 6.3.

The adjustment related to the change in business model for directly managed assistance services
increased by Euro 0.8 million compared with the corresponding period of the previous year ended
31 August 2018 as a result of the extension of the business model relating to the management of
extended warranty services at sales outlets subject to acquisition.

6.3 Non-recurring income and expenses

Period ended Change


(in millions of Euros)
31 August 2019 31 August 2018 Δ %
Mergers&Acquisitions 2.9 1.7 1.2 68.5%
Costs for pre-opening, relocating and closing sales
1.4 1.8 (0.4) (19.6%)
outlets24
Other non-recurring expenses 0.6 0.8 (0.2) (19.6%)
Total 5.0 4.3 0.7 15.2%

Non-recurring expense and income increased by Euro 0.7 million compared with the previous
period ended 31 August 2018.

The main item of non-recurring expense and income relates to Mergers&Acquisitions costs of Euro

22 See note in the section “Main financial and operating indicators”.


23 The adjustment was for the deferral of extended warranty service revenues already collected, net of the related estimated future costs to provide the
assistance service. From the year ended 29 February 2012, for White products sold by Unieuro and from the year ended 28 February 2015 for all
extended warranty services sold by Unieuro S.r.l. (hereinafter the “Former Unieuro”) (excluding telephone systems and peripherals), from the year of
acquisition for all extended warranty services sold by the sales outlets of the business units of the former
Andreoli S.p.A., the former Cerioni S.p.A., the former DPS S.r.l., the former Galimberti S.p.A. and the former Pistone S.p.A. (excluding telephone
systems and peripherals), Unieuro modified the business model for the management of extended warranty services by in-sourcing the management of
services sold by the Former Unieuro and by Unieuro that were previously outsourced and by extending this model to the sales outlets acquired by the
business units the former Andreoli S.p.A., the former Cerioni S.p.A., the former DPS S.r.l., the former Galimberti S.p.A. and the former Pistone
S.p.A. (the "Change in Business Model"). As a result of the Change in Business Model, at the time of sale of extended warranty services, Unieuro
suspends the revenue in order to recognise the revenue over the life of the contractual obligation, which starts on the expiration of the two-year legally
required warranty. Thus, Unieuro begins to gradually record revenues from sales of extended warranty services two years (term of the legally required
product warranty) after the execution of the related agreements and after the collection of compensation, which is generally concurrent. Thus, the
revenue is recorded on a pro rata basis over the life of the contractual obligation (historically, depending on the product concerned, for a period of one
to four years). As a result of this Change in Business Model, the income statements do not fully reflect the revenues and profit of the business
described in this note. In fact, the income statements for the years ended 31 August 2019 and 31 August 2018 only partially report revenues from
sales generated starting with the Change in Business Model because Unieuro will gradually record sales revenues from extended warranty services
(already collected by it) starting at the end of the legally required two-year warranty period. Thus, the adjustment is aimed at reflecting, for each
period concerned, the estimated profit from the sale of extended warranty services already sold (and collected) starting with the Change in Business
Model as if Unieuro had always operated using the current business model. Specifically, the estimate of the profit was reflected in revenues, which
were held in suspense in deferred income, to be deferred until those years in which the conditions for their recognition are met, net of future costs for
performing the extended warranty service, which were projected by Unieuro on the basis of historical information on the nature, frequency and cost of
assistance work. The adjustment will progressively decrease to nil in future income statements when the new business model is fully reflected in our
financial statements, which will occur on the last expiry date of warranty extensions sold for all product categories.
24 The costs for “pre-opening, relocating and closing sales outlets” include lease, security and travel expenses for maintenance and marketing work

incurred as a part of i) remodelling work for downsizing and relocating sales outlets of the Former Unieuro, ii) opening sales outlets (during the
months immediately preceding and following the opening) and iii) closing sales outlets.

17
2.9 million in the six-month period ended 31 August 2019 (Euro 1.7 million in the half-year ended
31 August 2018). These costs mainly relate to the transaction of acquiring the former Pistone S.p.A.
stores and mainly refer to the costs relating to the Carini logistics hub incurred during the initial
start-up phase, increased costs for educating and training the employees of the sales outlets acquired
and, lastly, consulting costs and other minor costs incurred for the completion of the acquisition
transactions.

Costs for the pre-opening, repositioning and closure of sales outlets stand at Euro 1.4 million for the
six-month period ended 31 August 2019 (Euro 1.8 million in the corresponding period of the
previous year). This item includes: rental, personnel, security, travel and transfer costs, for
maintenance and marketing operations incurred as part of: i) store openings (in the months
immediately preceding and following the opening of the same) and (ii) store closures. Note that the
item as at 31 August 2018 included the pre-opening costs of the new Piacenza logistics hub which
opened on 12 October 2018.

Other Non-recurring expense and income stood at Euro 0.6 million, a fall of Euro 0.2 million
compared with the corresponding period of the previous year.

6.4 Net income25


Below is a restated income statement including items from the Consolidated Adjusted EBITDA to
the consolidated adjusted profit (loss) for the year.

Period ended Change

31 August 2019 31 August 2018


Adjusted Adjusted Δ %
(In millions and as a percentage of revenues) amounts % Adjustments amounts % Adjustments

Consolidated Adjusted EBITDA 18.0 1.7% 8.9 15.6 1.7% 7.4 2.4 15.6%

Amortisation, depreciation and write-downs


(14.6) (1.4%) 0.0 (12.3) (1.4%) 0.3 (2.2) 18.1%
of non-current assets
Financial income and expenses (1.8) (0.2%) 0.0 (2.2) (0.2%) (1.5) 0.4 (17.8%)
Income taxes26 (0.1) 0.0% (0.8) (0.7) (0.1%) (0.6) 0.6 (87.3%)
Adjusted Consolidated Profit/Loss for the
Period 1.5 0.1% 8.1 0.4 0.0% 5.6 1.1 277.7%

Amortisation, depreciation and write-downs of fixed assets in the six-month period ended 31
August 2019 totalled Euro 14.6 million (Euro 12.3 million in the corresponding period of the
previous year ended 31 August 2018). The increase relates to the depreciation and amortisation of
investments related to acquisitions, assets relating to the new Piacenza warehouse and the new
Carini logistics hub, as well as to the progressive alignment of depreciation and amortisation to the
planned level of investments.

Net financial expenses in the period ended 31 August 2019 totalled Euro 1.8 million (Euro 2.2

25 To make it possible to compare the operating results, financial position and cash flows for the first six months ended as at 31 August 2019 with the
corresponding period of the previous financial year, this Directors’ Report on operations comments on the economic data and main balance sheets,
using the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph
8 - "Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
26 The tax impacts of the adjustments were calculated using the theoretical rate deemed appropriate of 8.7% as at 31 August 2019 and 31 August

2018, which incorporates IRES at 4.8% (obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at
3.9%.

18
million in the corresponding period of the previous year ended 31 August 2018). The decrease is
mainly attributable to the savings in financial expenses achieved following the optimisation of the
cash flow management. The adjustments for the six-month period ended 31 August 2018 of Euro
1.5 million refer to the income resulting from the removal of the acquisition debt for the subsidiary
Monclick S.r.l. as a result of the settlement agreement signed in August 2018.

Income taxes excluding the theoretical tax impact from taxes on non-recurring expenses/(income)
and the change in business model in the six-month period ended 31 August 2019, stood at a
negative Euro 0.1 million (a negative Euro 0.7 million in the previous six-month period ended 31
August 2018). The charge for income taxes with reference to the six-month period ended 31 August
2019 is measured based on the best estimate of the Company Management for the annual weighted
average tax rate expected for the full year, applying it to the pre-tax result for the period of the
individual entities.

The Adjusted Consolidated Profit/(Loss) for the Period was Euro 1.5 million (Euro 0.4 million in
the six-month period ended 31 August 2018), the positive performance was due to the increase in
Adjusted EBITDA and the tax savings in net financial expense partly offset by the increase in
depreciation and amortisation.

Note that IRES tax losses, which were still available resulting from the tax estimate made during
the closure of the financial statements as at 28 February 2019, totalled Euro 377.9 million in
relation to Unieuro and Euro 6.3 million in relation to Monclick. These tax losses guarantee a
substantial benefit in the payment of taxes in future years.

Below is a reconciliation between the consolidated adjusted net profit (loss) for the year and the
consolidated net profit (loss) for the period.

Period ended Change


31 August 31 August
(In millions of Euro and as a percentage of revenues) % % Δ %
2019 2018
Adjusted Consolidated Profit/Loss for the Period 1.5 0.1% 0.4 0.0% 1.1 277.7%
Non-recurring expenses/income (5.0) (0.5%) (4.3) (0.5%) (0.7) 15.5%
Revenues from extended warranty services net of related
estimated future costs to provide the assistance service -
(3.9) (0.4%) (3.1) (0.3%) (0.8) 27.0%
change in the business model for directly managed assistance
services
Non-recurring financial expenses /(income) - 0.0% 1.5 0.2% (1.5) (100.0%)
Theoretical tax impact from taxes on non-recurring
expenses/(income), non-recurring financial
0.8 0.1% 0.6 0.1% 0.2 29.2%
expenses/(income) and write-downs and the change in
business model27
Consolidated Profit/Loss for the Period (6.6) (0.6%) (5.2) (0.6%) (1.4) 27.0%

6.5 Cash flows


6.5.1 Consolidated Adjusted Levered Free Cash Flow28-29

27 The theoretical tax rate deemed appropriate by management is 8.7% at 31 August 2019 and 31 August 2018, which incorporates IRES at 4.8%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
28 See note in the section “Main financial and operating indicators.”
29 To make it possible to compare the operating results, financial position and cash flows for the first three months ended 31 May 2019 with the

corresponding period of the previous financial year, this Interim Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6
"Changes to the accounting standards".

19
The Group considers the Consolidated Adjusted Levered Free Cash Flow to be the most appropriate
indicator to measure cash generation during the period. The composition of the indicator is provided
in the table below.

(in millions of Euros) Period ended Change


31 August 2019 31 August 2018 Δ %
Consolidated Gross operating profit 9.1 8.3 0.8 9.5%
Cash flow generated /(used) by operating activities30 (22.7) (26.0) 3.3 (12.5%)
Taxes paid (0.0) (0.7) 0.7 (100.0%)
Interest paid (1.5) (1.6) 0.1 (6.7%)
Other changes 0.3 0.3 (0.0) (10.3%)
Adjustment for non-monetary item of non-recurring
expenses/(income)31 (14.9) (19.8) 5.0 (25.0%)
Investments32 (13.9) (8.4) (5.5) 64.9%
Investments for business combinations and business units (11.0) (3.4) (7.6) 224.7%
Net cash inflow from acquisition 0.0 0.0 0.0 0.0%
Adjustment for non-recurring investments 14.5 7.4 7.0 94.8%
Non-recurring expenses /(income) 5.0 4.3 0.6 15.1%
Adjustment for non-cash components of non-recurring
(0.4) (1.5) 1.1 (71.8%)
expenses/(income)
Other non-recurring cash flows (1.5) (0.8) (0.7) 90.1%
Theoretical tax impact of the above entries33 (0.4) (0.2) (0.1) 60.0%
Consolidated Adjusted Levered Free Cash Flow (22.7) (22.4) (0.3) 1.1%

The Consolidated net cash flow generated/(used) by operating activities was negative by Euro 14.9
million (negative by Euro 19.8 million in the first half of the previous year ended 31 August 2018).
This improvement is mainly due to: the increase in the Group's operating profit performance and the
management of Net Working Capital, which is affected by the seasonality of the business and the
different promotional calendar compared with the six-month period ended 31 August 2018.
Specifically, there was an increase in the value of inventories more than offset by the positive
impact in terms of cash from the increase in trade payables and the fall in trade receivables.

Investments made and paid for in the period stood at Euro 13.9 million in the six-month period
ended 31 August 2019 (Euro 8.4 million in the six-month period ended 31 August 2018), mainly
attributable to: (i) operations for the development of external and internal lines for the direct stores
network and the refurbishment of the network of existing stores and (ii) costs incurred for the
purchase of new hardware, software, licences and development of existing applications with a view
to the digitalisation of stores and the launch of advanced functions for online platform with the goal
of making each customer's omnichannel experience increasingly more practical and pleasant.

Investments for business combinations and business units of Euro 11.0 million in the six-month
period ended 31 August 2019 (Euro 3.4 million in the first half of the previous year ended 31
August 2018) refer to the amount of the purchase price paid under the scope of the transaction for
the acquisition of the former Pistone S.p.A. and the instalments of the payment due in the period
with reference to the business unit of the former Cerioni S.p.A. and the acquisition of the equity
investment in Monclick S.r.l.

30 The item “Cash flow from/(used in) operating activities” refers to cash from/(used in) the change in working capital and other non-current balance
sheet items such as other assets, other liabilities and risk provisions.
31 The item “Net consolidated cash flow from/(used in) operating activities” refers to cash generated by operating activities in a broad sense net of

outlays for interest and taxes and adjusted for non-cash effects of balance sheet changes included in the item “Cash flow from/(used in) operating
activities.”
32 For a better representation the item includes the share of net investments paid in the period.
33 The theoretical rate deemed appropriate by management is 8.7% at 31 August 2019 and 31 August 2018, which incorporates IRES at 4.8%

(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.

20
Of the total investments made in the period, Euro 14.5 million should be considered as non-
recurring (it was Euro 7.4 million in the first half of the previous year ended 31 August 2018) and
refer to the share paid in the period for investments for business combinations and business units
and investments made for refurbishment of sales outlet purchased and opened during the period.

The adjustment for non-monetary components of non-recurring expenses/(income) of Euro 0.4


million, down 71.8% compared with the first half of the previous year, mainly comprises costs
relating to extraordinary operations at some sales outlets which have not yet been reported
financially at 31 August 2019. This adjustment will be gradually reduced when those costs have
been reported financially.

Below are listed the main changes recorded in the Group’s net financial indebtedness during the
period ended 31 August 2019 and in the period ended 31 August 2018:

Period ended Change


(in millions of Euros) 31 August 2019 31 August 2018 Δ %
Operating profit 9.1 8.3 0.8 10.1%
Cash flow generated /(absorbed) by operating activities (22.7) (26.0) 3.3 (12.5%)
Taxes paid 0.0 (0.7) 0.7 (100.0%)
Interest paid (1.5) (1.6) 0.1 (6.7%)
Other changes 0.3 0.3 (0.0) (10.3%)
Net cash flow generated/(absorbed) by operating activities (14.9) (19.8) 4.9 (24.8%)
Investments (13.9) (8.4) (5.5) 64.9%
Investments for business combinations and business units (11.0) (3.4) (7.6) 224.7%
Cash contribution from merger 0.0 0.0 0.0 0.0%
Distribution of dividends (21.4) (20.0) (1.4) 7.0%
Payables from the acquisition of business units (8.2) 0.0 (8.2) (100.0%)
Other changes (0.6) 0.8 (1.4) (177.1%)
Change in net financial debt (69.9) (50.8) (19.1) 37.7%

7. Statement of Financial Position34


Below is a detailed breakdown of the Group’s net working capital and net invested capital at 31
August 2019 and at 28 February 2019:

Period ended
(in millions of Euros)
31 August 2019 28 February 2019

Trade receivables 52.2 41.3


Inventories 393.7 362.3
Trade payables (476.8) (468.5)
Net operating working capital (30.8) (64.8)
Other working capital items (184.3) (169.8)
Net working capital (215.2) (234.6)
Non-current assets 155.1 150.9
Goodwill 195.3 178.0
Non-current liabilities (23.4) (23.9)
Net invested capital 111.9 70.4

34
To make it possible to compare the operating results, financial position and cash flows for the first three months ended as at 31 August 2019 with
the corresponding period of the previous financial year, this Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 8 -
"Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".

21
Net financial debt (49.5) 20.5
Shareholders' equity (62.4) (90.9)
Total shareholders’ equity and financial liabilities (111.9) (70.4)

The Group's Net Working Capital as at 31 August 2019 was negative by Euro 30.8 million
(negative by Euro 64.8 million as at 28 February 2019). The performance for the period of the
Group's Net Working Capital is affected by the seasonality of the business and the different
promotional calendar compared with the six-month period ended 31 August 2018. Specifically,
there was an increase in the value of inventories more than offset by the positive impact in terms of
cash from the increase in trade payables and the fall in trade receivables.

The Net Invested Capital of the Group stood at Euro 111.9 million as at 31 August 2019, up Euro
41.5 million compared with 28 February 2019. The increase is mainly attributable to: (i) increase in
the Group's net working capital of Euro 19.0 million and (ii) investments excluding depreciation
and amortisation of Euro 21.5 million due to goodwill and the capitalised costs incurred during the
transaction of acquiring the former Pistone S.p.A, operations for the development of the network of
direct stores and the refurbishment of the network of existing stores and the costs incurred for the
acquisition of new hardware, software, licences and developments of existing applications.

Shareholders' equity amounted to Euro 62.4 million as at 31 August 2019 (Euro 90.9 million at 28
February 2019), with the decrease mainly caused by the distribution of the dividend of Euro 21.4
million approved on 18 June 2019 by the Shareholders' Meeting, the negative result recorded for the
period partly offset by the accounting of the reserve for share-based payments relating to the Long
Term Incentive Plan35 reserved for some managers and employees.

Below is a detailed breakdown of the Group’s net financial debt at 31 August 2019 and 28 February
2018 in accordance with Consob Communication No. 6064293 of 28 July 2006 and in compliance
with ESMA Recommendations 2013/319:
Period ended Change
(in millions of Euros)
31 August 2019 28 February 2019 Δ %

(A) Cash 44.2 84.5 (40.3) (47.7%)


(B) Other cash and cash equivalents 0.0 0.0 0.0 0.0%
(C) Securities held for trading 0.0 0.0 0.0 0.0%
(D) Liquidity (A)+(B)+(C) 44.2 84.5 (40.3) (47.7%)
- of which is subject to a pledge 0.0 0.0 0.0 0.0%
(E) Current financial receivables 0.0 0.0 0.0 0.0%
(F) Current bank payables (29.5) (3.0) (26.5) 869.8%
(G) Current part of non-current debt (9.4) (9.5) 0.1 (1.2%)
(H) Other current financial payables (12.8) (7.6) (5.2) 68.6%
(I) Current financial debt (F)+(G)+(H) (51.6) (20.1) (31.5) 156.4%
- of which is secured 0.0 0.0 0.0 0.0%
- of which is unsecured (51.6) (20.1) (31.5) 156.4%
(J) Net current financial position (I)+(E)+(D) (7.5) 64.5 (71.9) (111.6%)
(K) Non-current bank payables (26.4) (31.1) 4.7 (15.0%)

35 On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the adoption of a stock option plan (“Long Term Incentive

Plan”, “LTIP”) reserved for Executive Directors, associates and employees, executives and others (the “Recipients”). The Long Term Incentive Plan
calls for assigning ordinary shares derived from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian
Civil Code approved by the Shareholders’ Meeting on the same date. On 29 June 2017, the Board of Directors approved the plan regulations
(“Regulations”) whereby the terms and conditions of implementation of Long Term Incentive Plan were determined. The signing and consequent
acceptance of the Long Term Incentive Plan by recipients took place in October 2017 with effect from 29 June 2017.

22
(L) Bonds issued 0.0 0.0 0.0 0.0%
(M) Other non-current financial payables (15.6) (12.8) (2.8) 21.8%
(N) Non-current financial debt (K)+(L)+(M) (42.0) (43.9) 1.9 (4.3%)
- of which is secured 0.0 0.0 0.0 0.0%
- of which is unsecured (42.0) (43.9) 1.9 (4.3%)
(O) Net financial debt (J)+(N) (49.5) 20.5 (69.9) (341.6%)

Net financial debt increased by Euro 69.9 million compared with 28 February 2019, creating a
negative cash position by Euro 49.5 million as at 31 August 2019.

The combined effect of the following is mainly underlying cash dynamics: (i) the distribution of
dividends of Euro 21.4 million approved by the Shareholders' Meeting of 18 June 2019; (ii)
considerations paid in the period with regard to the former Pistone S.p.A. transaction, the payment
of the instalments for the acquisition of the business unit of the former Cerioni S.p.A. and the equity
investment in Monclick S.r.l. for Euro 11.0 million; (iii) net increase in payables for investments in
business combinations for Euro 8.2 million which refer to the residual payable to Pistone S.p.A. as
at 31 August 2019 excluding the payment made in the period in relation to the transactions in
previous years attributable to the former Cerioni S.p.A. business unit and the acquisition of the
equity investment in Monclick S.r.l., (iv) investments of Euro 13.9 million attributable specifically
to the costs incurred for operations for the development of the direct stores network and the
refurbishment of the existing stores network and to the costs incurred for the acquisition of new
hardware, software, licences and developments of existing applications. Gross financial debt
totalled Euro 93.6 million, of which Euro 42.0 million was medium-/long-term and Euro 51.6
million was short-term.

8. Changes to the accounting standards

The Group adopted IFRS 16 (Leasing) from 1 March 2019 with the modified
application method whereby comparative information has not been restated. The application of the
new principle was not completed and may be subject to changes until the publication of the
consolidated financial statements of the Unieuro Group for the financial year ending 29 February
2020. The Group also adopted IFRIC 23 Uncertainty over Income Tax Treatments that provides
accounting guidance on how to reflect any income tax uncertainties regarding the taxation of a
given phenomenon. The standard came into effect on 1 January 2019.

IFRS 16

Below are the main items of information as well as the summary of the impacts resulting from the
application, from 1 March 2019, of IFRS 16 (Leasing).
On 31 October 2017, EU Regulation 2017/1986 was issued which transposed IFRS 16 (Leasing) at
community level. With the publication of the new accounting principle the IASB replaced the
accounting standards set out in IAS 17 as well as the IFRIC 4 interpretations “Determining whether
an Arrangement contains a Lease”, SIC-15 “Operating Leases—Incentives” and SIC-27
“Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.
IFRS 16 introduces a unique accounting model for leases in the financial statements of lessee
according to which the lessee reports an asset which represents the right to use the underlying asset
and a liability which reflects the obligation to pay lease fees. The transition to IFRS 16 introduced
several elements of professional judgement which involve the definition of certain accounting

23
policies and the use of assumptions and estimates with regard to the lease term and the definition of
the incremental borrowing rate.
There are exemptions to the application of IFRS 16 for short-term leases and for leases for low-
value assets.
The Group reassessed the classification of the sub-leases in which it acts as the landlord, on the
basis of the available information and it reclassified a sub-lease as a financial lease
Contracts which come under the scope of the application of the principle for the Group mainly
involve the rental of stores, headquarters, warehouses and vehicles.
Leases payable, already classified previously in accordance with IAS 17 as financial leases, did not
undergo any changes compared with the accounting reporting required by IAS 17 fully consistent
with the past.
At the transition date (1 March 2019), for leases previously classified in accordance with IAS 17 as
operating leases, the Group applied the modified retrospective application method with the
recording of financial liabilities for lease agreements and the corresponding rights of use measured
on the remaining contractual fees at the transition date.
The application of the new principle was not completed and may be subject to changes until the
publication of the consolidated financial statements of the Group at 29 February 2020.
Impacts on the consolidated statement of financial position at 1 March 2019 (transition date)
The value of net (Liabilities) Assets and Assets for rights of use recorded for Leases at 1 March
2019 breaks down as follows:
(Amounts in millions of Euros) 1 March 2019
Financial (liabilities) for lease agreement payables, non-current and current 455.3
Financial assets for lease agreement income, non-current and current (12.3)
Net (Liabilities) Assets for leases at 1 March 2019 443.0
Assets for rights of use 447.7
Assets for rights of use at 1 March 2019 447.7

Impact on the main items of the consolidated income statement and the consolidated statement of
financial position for the first half-year ended 31 August 2019

(Amounts in millions of Euros)


31 August Impacts of 31 August 2019
2019 IFRS 16 IFRS 16
a b a+b
Revenue 1.059.5 -- 1.059.5
Other income 1.7 (0.8) 0.8
TOTAL REVENUE AND INCOME 1.061.2 (0.8) 1.060.4
Purchases of materials and external services (988.8) 33.9 (954.9)
Personnel costs (91.1) -- (91.1)
Changes in inventory 31.4 -- 31.4
Other operating costs and expenses (3.6) -- (3.6)
GROSS OPERATING PROFIT 9.1 33.1 42.2
Amortisation, depreciation and impairment
(14.6) (30.2) (44.7)
losses
NET OPERATING PROFIT (5.5) 2.9 (2.6)
Financial income 0.1 -- 0.1
Financial expenses (1.9) (4.8) (6.6)

24
PROFIT BEFORE TAX (7.3) (1.9) (9.1)
Income taxes 0.7 (0.7) 0.0
PROFIT/(LOSS) FOR THE PERIOD (6.6) (2.5) (9.1)

The different nature, qualification and classification of expenses, with the recording of
"Depreciation and amortisation of the rights of use of assets" and "Financial expenses for interest
connected with the rights of use", in place of rental fees for operating leases, as per IAS 17, has led
to a positive impact on the Gross Operating Profit of Euro 33.1 million.
Specifically, the application of IFRS 16 to lease agreements resulted in:
(1) the reduction of other income through the different accounting treatment of rental fees relating
to the sub-lease agreements of stores;
(2) the reduction of operating costs for the different accounting treatment of rental fees relating to
lease agreements for the rental of stores, headquarters, warehouses and vehicles;
(3) the increase in depreciation and amortisation of the rights of use following the recording of
greater non-current assets ("Assets for rights of use");
(4) the increase in Financial expense for interest connected with rights of use following the
recording of greater financial liabilities;
(5) the change in Income taxes which represents the fiscal effect of the previously illustrated
changes.
Details of the impact of IFRS 16 on the main consolidated statement of financial position data as at
31 August 2019 are given below.
(Amounts in thousands of Euros) 31 August Impacts of 31 August 2019
2019 IFRS 16 IFRS 16
a b a+b
Plant, machinery, equipment and other assets 86.0 - 86.0
Goodwill 195.3 - 195.3
Intangible assets with a finite useful life 30.0 (8.1) 21.9
Assets for rights of use - 458.6 458.6
Deferred tax assets 36.3 (0.7) 35.6
Other non-current assets 2.8 10.1 12.9
Total non-current assets 350.4 459.9 810.3
Inventories 393.7 - 393.7
Trade receivables 52.2 - 52.2
Current tax assets 2.1 - 2.1
Other current assets 19.3 1.4 20.7
Cash and cash equivalents 44.2 - 44.2
Total current assets 511.5 1.4 512.9
Total assets 861.9 461.3 1.323.2
Share capital 4.0 - 4.0
Reserves 36.8 - 36.8
Profit/(loss) carried forward 21.6 (2.5) 19.1
Profit/(Loss) of third parties - - -
Total shareholders’ equity 62.4 (2.5) 59.9
Financial liabilities 26.4 - 26.4
Employee benefits 12.8 - 12.8
Other financial liabilities 15.6 408.9 424.5
Provisions 7.0 0.7 7.7
Deferred tax liabilities 3.6 - 3.6
Other non-current liabilities - - -
Total non-current liabilities 65.4 409.7 475.0

25
Financial liabilities 38.9 - 38.9
Other financial liabilities 12.8 57.2 70.0
Trade payables 476.8 - 476.8
Current tax liabilities 2.4 - 2.4
Provisions 1.0 (0.1) 0.9
Other current liabilities 202.4 (3.0) 199.4
Total current liabilities 734.2 54.1 788.3
Total liabilities and shareholders’ equity 861.9 461.3 1.323.2

IFRS 16 introduces a unique accounting model whereby the lessee recognises an asset that
represents the right to use the underlying asset and a liability that reflects the obligation to pay the
lease payments. The asset for direct use in accordance with IFRS 16 includes the amount of the debt
initially recognised as a liability under the lease, any initial direct costs incurred by the lessee (e.g.
key money) and an estimate of the costs to be incurred by the lessee for the dismantling or removal
of the asset.

The breakdown of the impact of IFRS 16 on consolidated net financial debt is given below.
31 August
(in millions of Euros)
2019
Net financial debt - IAS 17 (49.5)
Current financial receivables - IFRS 16 1.5
Non-current financial receivables - IFRS 16 10.1
Other current financial payables - IFRS 16 (57.2)
Other non-current financial payables - IFRS 16 (408.9)
Net financial debt - IFRS 16 (504.0)

IFRIC 23

The interpretation defines the accounting treatment of income taxes when the tax treatment involves
uncertainties which have an effect on the application of IAS 12; it is not applied to duties or taxes
which do not come under IAS 12, nor does it specifically include requirements relating to interest or
penalties attributable to doubtful tax treatments.
The interpretation deals specifically with the following points:

- If an entity considers doubtful tax treatments separately;


- The entity's assumptions on the examination of the tax treatments by the tax authorities;
- How an entity determines the taxable profit (or the tax loss), the tax base, the tax losses not
used, the tax credits not used and the tax rates;
- How an entity treats changes in facts and circumstances.

An entity should define whether to consider each doubtful tax treatment separately or together with
other (one or more) doubtful tax treatments. The approach which allows the best forecast of the
doubtful solution should be followed. The interpretation is in force for the years starting 1 January
2019 or later, but some temporary incentives are available. The Group has applied the interpretation
from the date it came into force; the application of the new interpretation involved the
reclassification of liabilities relating to doubtful tax treatments from the item "Provisions" to the
item "Liabilities for current taxes".

26
9. Information on related-party transactions and non-recurring, atypical or unusual
transactions

The tables below summarise the Group's credit and debt relations with related parties as at 31
August 2019 and as at 28 February 2019:

(Amounts in thousands
Credit and debt relations with related-parties as at 31 August 2019
of Euros)
Impact
Pallacanestro Italian on
Statutory Board of Main Total balance
Type Forlì 2015 s.a Elettronics Total balance
Auditors Directors managers sheet item
r.l. Holding sheet
item
As at 31 August 2019
Other current liabilities - (43) (115) (1,892) - (2,050) (202,391) 1.0%
Total - (43) (115) (1,892) - (2,050)

(Amounts in thousands Credit and debt relations with related-parties as at 28 February


of Euros) 2019
Total Impact on
Pallacanestro Statutory
Type Board of Directors Main managers Total balance balance sheet
Forlì 2015 s.a r.l. Auditors
sheet item item
As at 28 February
2019
Other current liabilities - (96) (233) (278) (607) (189,103) 0.3%
Other non-current
liabilities - - - (1,440) (1,440) (1,466) 98.2%
Total - (96) (233) (1,718) (2,047)

The following table summarises the economic relations of the Group to related parties as at 31
August 2019 and as at 31 August 2018:

(Amounts in thousands of Euros) Economic relations with related-parties as at 31 August 2019


Impact
Total
Italian Pallacanestro on
Statutory Board of Main balance
Type Electronics Forlì 2015 s.a Total balance
Auditors Directors managers sheet
Holdings r.l. sheet
item
item
As at 31 August 2019
Purchases of materials and
- (49) (283) - (193) (525) (988,813) 0.1%
external services
Personnel costs - - - (2,499) - (2,499) (91,079) 2.7%
Total - (49) (283) (2,499) (193) (3,024)

(Amounts in thousands of
Economic relations with related-parties as at 31 August 2018
Euros)
Italian Rhône Total Impact on
Statutory Board of Main
Type Electronics Capital II Total balance balance
Auditors Directors managers
Holdings L.P. sheet item sheet item
As at 31 August 2018
Purchases of materials and
external services - (48) - (320) - (368) (824,655) 0.0%
Personnel costs - - - - (2,527) (2,527) (81,266) 3.1%
Total - (48) - (320) (2,527) (2,895)

With regard to the periods under consideration, credit/debit and economic relations with related-
parties mainly refer to:

- Stock option plan known as the Long-Term Incentive Plan reserved to Executive directors,
contractors and employees of Unieuro. The Plan calls for assigning ordinary shares derived

27
from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of
the Italian Civil Code;

- relations with Directors and Main Managers, summarised in the table below:

Main managers
Year ended 31 August 2019 Year ended 28 February 2019

Chief Executive Officer - Giancarlo Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli

Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco

The gross pay of the main managers includes all remuneration components (benefits, bonuses and
gross remuneration).

The table below summarises the Group's cash flows with related-parties as at 31 August 2019 and
31 August 2018:

(Amounts in thousands
of Euros)

Italian Rhône Pallacanestro Impact on


Statutory Board of Total balance
Type Electronics Capital II Main managers Forlì 2.015 s.a Total balance sheet
Auditors Directors sheet item
Holdings L.P. r.l. item

Period from 1 March


2019 to 31 August
2019

Net cash flow


generated/(absorbed) - (102) - (401) (885) (193) (1,581) (14,856) 10.6%
by operating activities

Cash flow
generated/(absorbed) (7,233) - - - - - (7,233) (561) 1289.9%
by financing activities

Total (7,233) (102) - (401) (885) (193)

Period from 1 March


2018 to 31 August
2018

Net cash flow


generated/(absorbed) - (75) - (353) (2,144) - (2,572) (19,763) 13.0%
by operating activities

Cash flow
generated/(absorbed) (6,760) - - - - - (6,760) (6,716) 100.7%
by financing activities

Total (6,760) (75) - (353) (2,144) -

10. Atypical and/or unusual transactions

It is noted that in the Group, in the first half-year ended 31 August 2019, there are no investments or

28
transactions arising from atypical and/or unusual transactions.

11. Share-based payment agreements

Long Term Incentive Plan

On 6 February 2017, the Extraordinary Shareholders- Meeting of Unieuro approved the adoption of
a stock option plan (the "Plan" or “Long-Term Incentive Plan” or “LTIP”) reserved for Executive
Directors, associates and employees (executives and others) of Unieuro. The Plan calls for
assigning ordinary shares derived from a capital increase with no option rights pursuant to Art.
2441, paragraphs 5 and 8 of the Italian Civil Code approved by Unieuro's Shareholders’ Meeting on
the same date.

The Plan specifies the following objectives: (i) to get beneficiaries to focus on factors of a strategic
interest to Unieuro, (ii) to obtain the loyalty of plan beneficiaries and give them an incentive to
remain with Unieuro, (iii) to increase Unieuro's competitiveness by identifying medium-term goals
and fostering the creation of value for both Unieuro and its shareholders, and (iv) to ensure that the
overall remuneration of Plan beneficiaries is competitive in the market.

The implementation and definition of specific features of the Plan were referred to the same
Shareholders’ Meeting for specific definition by the Unieuro Board of Directors. On 29 June 2017,
the Board of Directors approved the plan regulations (“Regulations”) whereby the terms and
conditions of implementation of the Plan were determined.

The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that the effects
of granting rights should be retroactive to 29 June 2017, the date of approval of the regulations by
the Board of Directors.

The Regulations also provide for the terms and conditions described below:
- Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);

- Recipients : the Plan is addressed to Directors with executive type positions, associates and
employees (managers and others) of Unieuro ("Recipients") that were identified by the
Board of Directors within those who have an ongoing employment relationship with
Unieuro and/or other companies of the Group. Identification of the Recipients was made on
the basis of a discretionary judgment of the Board of Directors that, given the purpose of the
Plan, the strategies of Unieuro and the Group and the objectives to be achieved, took into
account, among other things, the strategic importance of the role and impact of the role on
the pursuit of the objective;

- Object: the object of the Plan is to grant the Recipients option rights that are not transferable
by act inter vivos for the purchase or subscription against payment of ordinary shares in
Unieuro for a maximum of 860,215 options, each of which entitling the bearer to subscribe
one newly issued ordinary share (“Options”). If the target is exceeded with a performance of
120%, the number of Options will be increased up to 1,032,258. A share capital increase
was approved for this purpose for a nominal maximum of Euro 206,452, in addition to the
share premium, for a total value (capital plus premium) equal to the price at which
Unieuro’s shares will be placed on the MTA through the issuing of a maximum of 1,032,258
ordinary shares;

- Granting: the options will be granted in one or more tranches and the number of Options in

29
each tranche will be decided by the Board of Directors following consultation with the
Remuneration Committee;

- Exercise of rights: the subscription of the shares can only be carried out after 31 July 2020
and within the final deadline of 31 July 2025;

- Vesting: the extent and existence of the right of every person to exercise options will happen
on 31 July 2020 provided that: (i) the working relationship with the Recipient persists until
that date, and (ii) the objectives are complied with, in terms of distributable profits, as
indicated in the business plan on the basis of the following criteria:

o in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;

o if 85% of the expected results are achieved, only half the options will be eligible for
exercise;

o if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;

o if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.

- Exercise price: the exercise price of the Options will be equal to the issue price on the day of
the IPO amounting to EUR 11 per share;

- Monetary bonus: the recipient who wholly or partly exercises their subscription rights shall
be entitled to receive an extraordinary bonus in cash of an amount equal to the dividends
that would have been received at the date of approval of this Long Term Incentive Plan until
completion of the vesting period (29 February 2020) with the exercise of company rights
pertaining to the Shares obtained during that year with the exercise of Subscription Rights;

- Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July 2025.

The cost for the Long-Term Incentive Plan included in the financial statements as at 31 August
2019 was Euro 1.3 million.

12. Treasury shares and holding company shares


During the year ended 31 August 2019, Unieuro S.p.A. did not purchase or sell any treasury shares
directly or through an intermediary.

13. The main risks and uncertainties to which the Group is exposed
The information on the main risks and uncertainties is presented in Note 3 of the Condensed Half-
Year Consolidated Financial Statements, to which reference is made.

14. Significant events during and after the period-end

Significant events during the period

The completion of the Pistone transaction

30
On 1 March 2019 Unieuro completed the acquisition of the entire share capital of Carini Retail
S.r.l., a company already owned by Pistone S.p.A. which owns a business unit comprising 12 sales
outlets in Sicily.
The integration started immediately and involved the gradual adoption of the Unieuro brand by the
new sales outlets with the conclusion celebrated by a striking local communication campaign.

The opening of an additional 5 Unieuro by Iper stores


Five new shops-in-shops were opened on 14 March 2019 in 5 Iper, la Grande i hypermarkets, to
which the opening of the Rozzano store was added on 11 April 2019.

Renewed focus on services


On 4 April 2019 the “Casa Sicura Multiplan” service was launched. An innovative additional
assistance service offered exclusively by Unieuro. By activating cards purchases in-store, customers
can protect and safeguard large domestic appliances for more than 24 months, when they are no
longer covered by the statutory and manufacturer's warranty, wherever they were purchased.

At the beginning of July, Unieuro also launched "Digital assistance", the service which includes the
installation and configuration of technological devices in the home, with special reference to home
automation and the Internet of things. Thanks to the success achieved, starting from 11 October the
service - renamed "Helpy" - has been strengthened and extended to all the main Italian urban areas.

The Unieuro App is enhanced by the " augmented reality function"


With the objective of developing an increasingly personalised customer journey, at the end of April
Unieuro announced a new and innovative App functionality: augmented reality, which makes it
possible to simulate the presence of large appliances and TVs in a specific environment, so that one
can easily choose the best solutions to suit such environment.

The agreement with Enel X on Demand Response services


Unieuro signed a partnership agreement with Enel X for the provision of Demand Response
services at nine sales outlets. The service guarantees greater flexibility and stability of the power
grid, as well as a more efficient use of the energy infrastructure, enabling Unieuro to cut energy
costs and focus on more sustainable consumption.

The 2019 Shareholders’ Meeting


On 18 June 2019, the Unieuro shareholders' meeting, which was convened in a single call in Forlì̀ in
ordinary session, approved the Financial Statements at 28 February 2019; it resolved the destination
of the operating profit, including the distribution of a dividend of Euro 1.07 per share totalling Euro
21.4 million; it voted in favour of the first section of the Remuneration Report; lastly, it appointed
the Board of Directors and the Board of Statutory Auditors.

Confirmation of the CEO


The new Board of Directors of Unieuro, which met on 26 June 2019, appointed Giancarlo Nicosanti
Monterastelli as the CEO of the Company, consistent with the previous office and it appointed the
members of the Control and Risks Committee, the Remuneration and Appointments Committee and
the Related-Party Transactions Committee.

New openings
On 28 June three new direct sales outlets were opened in Portogruaro (Venice), Gela (Caltanissetta)
and Misterbianco (Catania), the latter under the scope of the brand development project in Sicily,
promoted after the acquisition of the former Pistone stores. Excluding the same number of closures
(Latina, Ascoli and Pescara), the number of direct Unieuro stores remained unchanged.

31
Significant events following the closure of the period

No significant events occurred after 31 August 2019.

15. Foreseeable operating evolution


The second part of the year will represent again the most important period for the entire consumer
electronics and appliances distribution sector, notoriously characterized by a greater turnover in
conjunction with the so-called "peak season" which includes Black Friday and subsequent
Christmas holidays.

Predictably, Black Friday will once again catalyze the attention of Italian consumers, increasingly
attracted by the advantages in terms of the price of a commercial event that is gradually extending
its influence over the entire month of November and sees in the e-commerce the privileged access
channel. As already observed in recent years, the exceptional promotion and channel mix will lead
to further pressure on the profitability of sales in the sector.

In response to market trends, Unieuro has planned a Black Friday even stronger and better
performing in commercial terms, while aiming to defend margins by strengthening existing
partnerships with suppliers. The competitive capacity and profitability of Unieuro will also benefit
from the expansion of the network in the meantime pursued, with the contribution of the 14 new
Sicilian stores (12 of which acquired with the Pistone operation) and the full entry of the 20 shops
in-shop result of the partnership with Finiper. Also, on the Online channel, the brand aims to grow
once again at rates higher than those of the reference market.

At the same time, Unieuro will continue to carefully monitor the competitive scenario - rapidly
changing due to the unsustainability of the business model of some operators, called to address
strategic choices that can no longer be deferred - with the aim of seizing any new growth
opportunities.

22 October 2019

32
UNIEURO S.p.A.

Registered office: Via V.G. Schiaparelli 31 - 47122 Forlì

Share capital: Euro 4,000,000 fully paid up

Tax ID No./VAT No.: 00876320409

Registered in the Company Register

of Forlì-Cesena: 177115

CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS AT 31


AUGUST 2019

33
CONSOLIDATED STATEMENT OF FINANCIAL POSITION36

Period ended
(Amounts in thousands of Euros) Notes 31 August 2019 28 February 2019

Plant, machinery, equipment and other assets 5.1 85,966 84,942


Goodwill 5.2 195,336 177,965
Intangible assets with a finite useful life 5.3 21,875 28,312
Assets for rights of use 5.4 458,597 -
Deferred tax assets 5.5 35,646 35,179
Other non-current assets 5.6 12,867 2,493
Total non-current assets 810,287 328,891
Inventories 5.7 393,704 362,342
Trade receivables 5.8 52,205 41,288
Current tax assets 5.9 2,092 2,118
Other current assets 5.6 20,742 19,773
Cash and cash equivalents 5.10 44,175 84,488
Total current assets 512,918 510,009
Total assets 1,323,205 838,900
Share capital 5.11 4,000 4,000
Reserves 5.11 36,784 29,558
Profit/(loss) carried forward 5.11 19,108 57,319
Profit/(Loss) of third parties 5.11 - -
Total shareholders’ equity 59,892 90,877
Financial liabilities 5.12 26,434 31,112
Shareholder funding - -
Employee benefits 5.13 12,797 10,994
Other financial liabilities 5.14 424,470 12,771
Provisions 5.15 7,702 7,718
Deferred tax liabilities 5.5 3,587 3,712
Other non-current liabilities 5.16 26 1,466
Total non-current liabilities 475,016 67,773
Financial liabilities 5.12 38,856 12,455
Other financial liabilities 5.14 69,977 7,683
Trade payables 5.17 476,758 468,458
Current tax liabilities 5.9 2,410 1,204
Provisions 5.15 897 1,348
Other current liabilities 5.16 199,399 189,102
Total current liabilities 788,297 680,250
Total liabilities and shareholders’ equity 1,323,205 838,900

The notes are an integral part of these condensed half year consolidated financial statements.

36IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.

34
CONSOLIDATED INCOME STATEMENT37

Period ended
(Amounts in thousands of Euros) Notes 31 August 2019 31 August 2018
Revenue 5.18 1,059,536 908,540
Other income 5.19 840 1,265
TOTAL REVENUE AND INCOME 1,060,376 909,805
Purchases of materials and external services 5.20 (954,899) (824,655)
Personnel costs 5.21 (91,079) (81,266)
Changes in inventory 5.7 31,362 7,051
Other operating costs and expenses 5.22 (3,601) (2,675)
GROSS OPERATING PROFIT 42,159 8,260
Amortisation, depreciation and impairment losses 5.23 (44,724) (12,645)
NET OPERATING PROFIT (2,565) (4,385)
Financial income 5.24 53 1,571
Financial expenses 5.24 (6,635) (2,271)
PROFIT BEFORE TAX (9,147) (5,085)
Income taxes 5.25 32 (119)
PROFIT/(LOSS) FOR THE PERIOD (9,115) (5,204)

Group profit/(loss) for the period 5.11 (9,115) (5,204)


Third-party profit/(loss) for the period 5.11 - -

Basic earnings per share (in Euros) 5.26 (0.46) (0.26)


Diluted earnings per share 5.26 (0.46) (0.26)

The notes are an integral part of these condensed half year consolidated financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME38

Period ended
31 August 31 August
(Amounts in thousands of Euros) Notes
2019 2018
CONSOLIDATED PROFIT/(LOSS) FOR THE PERIOD (9,115) (5,204)
Other items of comprehensive income that will or may be reclassified to the
profit/loss for the consolidated period:
Gain (losses) on cash flow hedges 5.14 (316) (139)
Income taxes 76 34
Total other components of comprehensive income that are or could be
5.11 (240) (105)
restated under profit/(loss) for the consolidated period
Other items of comprehensive income that will not be subsequently reclassified to
profit/(loss) for the consolidated period:
Actuarial gains (losses) on defined benefit plans 5.13 (868) (418)
Income taxes 243 115
Total other components of comprehensive income that will not be reclassified
5.11 (625) (303)
to profit/(loss) for the consolidated period:
Total statement of comprehensive income for the consolidated period (9,980) (5,612)

The notes are an integral part of these condensed half year consolidated financial statements.

37 IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.
38 IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been

restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.

35
CONSOLIDATED STATEMENT OF CASH FLOW39

Period ended
(Amounts in thousands of Euros)
Notes 31 August 2019 31 August 2018

Cash flow from operations


Profit (loss) for the consolidated period 5.11 (9,115) (5,204)
Adjustments for:
Income taxes 5.25 (32) 119
Net financial expenses (income) 5.24 6,582 700
Depreciation, amortisation and write-downs 5.23 44,724 12,645
(Profits)/losses from the sale of property, plant and machinery 5.1 - -
Other changes 287 320

42,446 8,580
Changes in:
- Inventories 5.7 (31,362) (7,271)
- Trade receivables 5.8 (10,917) (17,577)
- Trade payables 5.17 9,097 (4,992)
- Other changes in operating assets and liabilities 5.6-5.15-5.16 10,033 3,855

Cash flow generated/(absorbed) by operating activities (23,149) (25,985)

Taxes paid 5.25 - (741)


Interest paid 5.24 (6,280) (1,617)

Net cash flow generated/(absorbed) by operating activities 5.26 13,017 (19,763)

Cash flow from investment activities


Purchases of plant, equipment and other assets 5.1 (8,027) (6,611)
Purchases of intangible assets 5.3 (5,839) (1,799)
Assets for rights of use 5.4 (27,873)
Goodwill acquired against payment 5.2 - -
Collections from the sale of plant, equipment and other assets 5.1 - -
Investments in equity investments - -
Investments for business combinations and business units 5.6 (11,040) (3,400)
Net cash inflow from acquisition 5.10 10 -
Cash flow generated/(absorbed) by investing activities 5.26 (52,769) (11,810)

Cash flow from investment activities


Increase/(Decrease) in financial liabilities 5.12 21,311 14,021
Taking out of financial liabilities 5.12 - -
Repayment of payables for acquisition - -
Increase/(Decrease) in other financial liabilities 5.14 (472) (737)
Repayment of loan from parent companies 5.14 - -
Increase/(Decrease) in shareholder loans - -
Distribution of dividends 5.11 (21,400) (20,000)
Cash flow generated/(absorbed) by financing activities 5.26 (561) (6,716)

Net increase/(decrease) in cash and cash equivalents (40,313) (38,289)

CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD 84,488 61,414
Net increase/(decrease) in cash and cash equivalents (40,313) (38,289)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 44,175 23,125

The notes are an integral part of these condensed half year consolidated financial statements.

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY40

39IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.

36
Reserve for
Cash Reserve
actuarial Profit/(loss) Total Non- Total
(Amounts in thousands of Share Legal Extraordinary flow for share- Other
Notes gains/(losses) on carried shareholders’ controlling shareholders’
Euros) capital reserve reserve hedge based reserves
defined benefit forward equity interests equity
reserve payments
plans

Balance as at 28 February
5.11 4,000 800 0 (315) (1,247) 3,376 26,944 57,319 90,877 0 90,877
2019
Adjustment at the date of
the first-time adoption of - - - - - - - - - - -
IRFS 16 (net of taxes)
Adjusted balance at 1
4,000 800 - (315) (1,247) 3,376 26,944 57,319 90,877 - 90,877
March 2019
Profit (loss) for the period - - - - - - - (9,115) (9,115) - (9,115)
Other components of
- - - (240) (625) - - (865) - (865)
comprehensive income
Total statement of
comprehensive income for - - - (240) (625) - - (9,115) (9,980) - (9,980)
the period
Allocation of prior year
- - 6,769 - - - - (6,769) - - -
result
Covering retained losses and
- - - - - - - - - - -
negative reserves
Distribution of dividends - - - - - - - (21,400) (21,400) - (21,400)

Share-based payment settled


- - - - - 1,322 - (927) 395 - 395
with equity instruments

Total transactions with


- - 6,769 - - 1,322 - (29,096) (21,005) - (21,005)
shareholders
Balance as at 31 August
5.11 4,000 800 6,769 (555) (1,872) 4,698 26,944 19,108 59,892 0 59,892
2019

The notes are an integral part of these condensed half year consolidated financial statements.

40IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.

37
NOTES

1. INTRODUCTION
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017.

The company Unieuro S.p.A. (hereinafter referred to as the "Company" or “Unieuro” or "UE") is a
company under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, founded at the
end of the 1930s by Vittorio Silvestrini. Unieuro is now the largest Italian chain of consumer
electronics and appliances by number of sales outlets, and it operates as an integrated omnichannel
distributor in four major product segments: Grey (telephone systems, computers and photos), White
(large and small appliances), Brown (consumer electronics and media storage), Other Products
(consoles, video games, bicycles) and Services offering parallel ancillary services such as delivery
and installation, extended warranties and consumer financing.

The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned by
Unieuro, is a company under Italian law with its registered office in Vimercate at Via Energy Park
22, which sells online I.T., electronic, telephone products and appliances in Italy through its website
www.monclick.it, offering a catalogue with over 70,000 items and guaranteeing a comprehensive
purchasing experience completed through the home delivery and installation of the chosen product.
It also operates in the segment known as B2B2C, where the customers are operators which need to
purchase electronic products to distribute to their regular customers or employees to accumulate
points or participate in competitions or incentive plans.

The Group's mission is to accompany customers in all phases of their shopping experience, placing
them at the centre of an integrated ecosystem of products and services with a strategic approach
focusing on accessibility, a local presence and nearness.

Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.

On 1 March 2019 Unieuro concluded a contract for the acquisition of 100% of the share capital of
Carini Retail S.r.l. (hereinafter also “Carini Retail” or “Carini”). The price agreed by the parties was
Euro 17,400 thousand. Through this acquisition Unieuro announced its launch in Sicily, a region
with five million inhabitants until then having a limited presence; the transaction took place through
the acquisition of 100% of the share capital of a newly established company owning 12 sales outlets
in Sicily belonging to Pistone S.p.A., one of the major shareholders of the Expert purchasing group
operating in Italy, with its headquarters in Carini (Palermo).

Based on the information available at the date of the Half-Year Consolidated Financial Report, the
major shareholders of Unieuro, through Monte Paschi Fiduciaria S.p.A., are Italian Electronics
Holdings S.à.r.l. in liquidazione41 (attributable to the funds managed by Rhone Capital) with 33.8%
and Alfa S.r.l. 39 (Dixons Carphone plc) with 7.2%. Some shareholders who are members of the
Silvestrini family39 own 5.6% of the share capital of Unieuro, the asset management company
Amundi Asset Management39 owns 5.6% and, lastly, some top managers of Unieuro39 own 2.0% in
total.

41Source: Consob, significant shareholders of Unieuro S.p.A. and reworking of the shareholders' register at 1 August 2019.

38
Note that on 28 November 2018 the Shareholders' Agreement regarding Unieuro S.p.A., originally
concluded on 10 December 2016, as later amended, and Italian Electronics Holdings S.à.r.l., Alfa
S.r.l., Alexander S.r.l., Victor S.r.l, GNM Investimenti S.r.l., Giufra S.r.l., Gami S.r.l., MT Invest
S.r.l. and Theta S.r.l., regarding the shares held in the company's share capital, expired. On 9
January 2019, the third parties to the agreement confirmed some of the provisions of the above-
mentioned shareholders' agreement, through the conclusion of a new shareholders' agreement,
which expired on 31 January 2019.

At the date of the Half-Year Consolidated Financial Report, in the light of the current shareholding
structure, Italian Electronics Holdings S.à.r.l. is the majority shareholder.

39
2. CRITERIA ADOPTED FOR PREPARING THE CONDENSED HALF-YEAR
CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF
ACCOUNTING STANDARDS
The following are the preparation criteria, the main accounting principles and evaluation criteria
adopted in the preparation and drafting of the Condensed Half-Year Consolidated Financial
Statements for the six months ended 31 August 2019 (the “Condensed Half-Year Consolidated
Financial Statements”). These principles and criteria were applied consistently to all the years
presented within this document, taking into account note 2.5.1 "Changes in accounting principles".

2.1 Criteria for preparing the Condensed Half-Year Consolidated Financial Statements
The Condensed Half-Year Consolidated Financial Statements as at 31 August 2019 were prepared
in compliance with the provisions of Article 154-ter of Legislative Decree 58 of 24 February 1998
(Consolidated Finance Act - TUF) and subsequent amendments and supplements and in the
application of IAS 34. It does not include all the information required by the IFRS for the
preparation of the annual financial statements and should therefore be read in conjunction with the
Unieuro consolidated financial statements dated 28 February 2019. The Condensed Half-Year
Consolidated Financial Statements were prepared in compliance with the International Accounting
standards (IAS/IFRS) which are issued by the International Accounting Standards Board (IASB)
and their relative interpretations (SIC/IFRIC), adopted by the European Union.

The Condensed Half-Year Consolidated Financial Statements as at 31 August 2019 is composed of


the statement of consolidated financial position, the consolidated income statement, the statement of
comprehensive income, the consolidated statement of cash flows and the statement of changes in
consolidated shareholders’ equity relating to the interim period of six months ended 31 August
2019 and its explanatory notes. The presentation of these statements provides the comparative data
envisaged by IAS 34 (28 February 2019 for the statement of financial position and the statement of
changes in shareholders’ equity and 31 August 2018, for the income statement, statement of
comprehensive income and statement of cash flows).

2.2 Criteria for preparing the Condensed Half-Year Consolidated Financial Statements
The Group Condensed Half-Year Consolidated Financial Statements were drafted on a going
concern basis, since the directors verified that there were no indicators of a financial, operating or
other nature of any critical areas regarding the company’s ability to honour its obligations in the
foreseeable future and over the next 12 months.

The Condensed Half-Year Consolidated Financial Statements were drafted on the basis of the
historical cost criteria, except for the derivative financial instruments which were measured at their
fair value.

Please see the Interim Directors' Report for information regarding the nature of the company’s
operations and significant events after the close of the period.

The major shareholders of the Unieuro parent company as at 31 August 2019 are given in the
introduction.

The Condensed Half-Year Consolidated Financial Statements are presented in Euros, the functional
currency of the Group. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is hereby
specified that any differences found in any tables are due to rounding of amounts which are
expressed in thousands of Euro.

40
The Condensed Half-Year Consolidated Financial Statements as at 31 August 2019, approved by
the Board of Directors of the Company on 22 October 2019 and have been limited audited.

In addition to these notes, the Condensed Half-Year Consolidated Financial Statements consist of
the following schedules:

A) Statement of consolidated financial position: the presentation of the consolidated


statement of financial position is shown by distinctly presenting current and non-current
assets and current and non-current liabilities. This includes a description in the notes for
each asset and liability item of the amounts that are expected to be settled or recovered
within or later than 12 months from the reference date of the Consolidated Financial
Statements.

B) Consolidated income statement: the classification of the costs in the income statement is
based on their nature, showing the interim results relative to the gross operating result, the
net operating result and the result before taxes.

C) Consolidated statement of comprehensive income: this item includes the profit/(loss) for
the year as well as the income and expenses recognized directly in equity for transactions
other than those with shareholders.

D) Statement of consolidated cash flows: the statement of consolidated cash flows contains
the cash flows from operations, investments and financing. The cash flows from operations
are shown using the indirect method through which the result for the year is adjusted for the
effects of non-monetary transactions, any deferral or allocation of previous or future
collections or payments related to operations and revenue elements connected to cash flows
arising from investment or financing activities.

E) Statement of changes in consolidated shareholders’ equity: this statement includes, in


addition to the results of the comprehensive consolidated income statement, also the
transactions that were carried out directly with shareholders that acted in their capacity as
such and the breakdown of each individual component. Where applicable, the statement also
includes the effects arising from changes in the accounting standards in terms of each equity
item.

The Condensed Half-Year Consolidated Financial Statements are presented in comparative form.

2.3 Consolidation principles and scope of consolidation


The Condensed Half-Year Consolidated Financial Statements as at 31 August 2019 include the
financial statements of the parent company, Unieuro S.p.A. and its subsidiaries Monclick S.r.l. and
Carini Retail S.r.l, the latter was consolidated for the first time on 31 August 2019.

The Group at 31 August 2019 is composed as follows:

(Amounts in thousands of Euros) Share capital % of ownership Parent company


Unieuro S.p.A. 4,000.00
Monclick S.r.l. 100.00 100.00% Unieuro S.p.A.
Carini Retail S.r.l. 10.00 100.00% Unieuro S.p.A.

41
The group company statements used for full consolidated have been duly amended and reclassified,
in order to align them with the aforementioned international accounting standards.

2.4 Use of estimates for preparing the Condensed Half-Year Consolidated Financial
Statements

Preparation of the Condensed Half-Year Consolidated Financial Statements under the IFRS requires
management to make estimates and assumptions that affect the values of assets and liabilities in the
condensed half-year consolidated financial statements and the disclosures about contingent assets
and liabilities at the reporting date. These estimates and assumptions are based on information
available at the preparation date of the Condensed Half-Year Consolidated Financial Statements,
management’s experience and other relevant information. The actual figures may differ from the
estimates. The estimates are used to recognise the provision for bad debts, inventory obsolescence,
activities relating to the capitalisation of the costs for procuring the contract, contract liabilities
relating to the sale of extended warranty services, the unearned income relative to the sale of
warranty extension services, measure amortization and depreciation, conduct assessments of the
assets, test impairment of goodwill, carry out actuarial valuations of employee benefits and share-
based payment plans, as well as to estimate the fair value of derivatives and assess the extent to
which deferred tax assets can be recovered.
The estimates and assumptions are reviewed periodically and the effects of each change are
reflected in profit and loss.

In the context of the preparation of the Condensed Half-Year Consolidated Financial Statements,
the relevant subjective assessments by management in its application of accounting standards and
the key sources of estimation uncertainty were the same as those applied in preparing the
consolidated financial statements for the year ended 28 February 2019 of the Unieuro Group which
should be referred to.

2.5 Key accounting policies

The accounting criteria and standards adopted for the preparation of these Condensed Half-year
Consolidated Financial Statements were the same as those applied in preparing the Unieuro
consolidated financial statements for the year ended 28 February 2019 apart from the new standards
and/or supplements adopted described in Note 2.5.1. Changes to the accounting standards listed
below.

2.5.1 Changes to the accounting standards

The Group adopted IFRS 16 (Leasing) from 1 March 2019 with the modified retrospective
application method whereby comparative information has not been restated. The application of the
new principle was not completed and may be subject to changes until the publication of the
consolidated financial statements of the Unieuro Group for the financial year ending 29 February
2020. The Group also adopted IFRIC 23 Uncertainty over Income Tax Treatments that provides
accounting guidance on how to reflect any income tax uncertainties regarding the taxation of a
given phenomenon. The standard came into effect on 1 January 2019.

IFRS 16

42
Below are the main items of information as well as the summary of the impacts resulting from the
application, from 1 March 2019, of IFRS 16 (Leasing).
On 31 October 2017, EU Regulation 2017/1986 was issued which transposed IFRS 16 (Leasing) at
community level. With the publication of the new accounting principle the IASB replaced the
accounting standards set out in IAS 17 as well as the IFRIC 4 interpretations “Determining whether
an Arrangement contains a Lease”, SIC-15 “Operating Leases—Incentives” and SIC-27
“Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.
IFRS 16 introduces a unique accounting model for leases in the financial statements of lessee
according to which the lessee reports an asset which represents the right to use the underlying asset
and a liability which reflects the obligation to pay lease fees. The transition to IFRS 16 introduced
several elements of professional judgement which involve the definition of certain accounting
policies and the use of assumptions and estimates with regard to the lease term and the definition of
the incremental borrowing rate.
There are exemptions to the application of IFRS 16 for short-term leases and for leases for low-
value assets.
The Group reassessed the classification of the sub-leases in which it acts as the landlord, on the
basis of the available information and it reclassified a sub-lease as a financial lease
Contracts which come under the scope of the application of the principle for the Group mainly
involve the rental of stores, headquarters, warehouses and vehicles.
Leases payable, already classified previously in accordance with IAS 17 as financial leases, did not
undergo any changes compared with the accounting reporting required by IAS 17 fully consistent
with the past.
At the transition date (1 March 2019), for leases previously classified in accordance with IAS 17 as
operating leases, the Group applied the modified retrospective application method with the
recording of financial liabilities for lease agreements and the corresponding rights of use measured
on the remaining contractual fees at the transition date.
The application of the new principle was not completed and may be subject to changes until the
publication of the consolidated financial statements of the Group at 29 February 2020.
Impacts on the consolidated statement of financial position at 1 March 2019 (transition date)
The value of net (Liabilities) Assets and Assets for rights of use recorded for Leases at 1 March
2019 breaks down as follows:
(Amounts in thousands of Euros) 1 March 2019
Financial (liabilities) for lease agreement payables, non-current and current 455,273
Financial assets for lease agreement income, non-current and current (12,235)
Net (Liabilities) Assets for leases at 1 March 2019 443,038
Assets for rights of use 447,718
Assets for rights of use at 1 March 2019 447,718

Impact on the main items of the consolidated income statement and the consolidated statement of
financial position for the first half-year ended 31 August 2019

43
(Amounts in thousands of Euros)
31 August Impacts of 31 August 2019
2019 IFRS 16 IFRS 16
a b a+b
Revenue 1,059,536 -- 1,059,536
Other income 1,687 (847) 840
TOTAL REVENUE AND INCOME 1,061,223 (847) 1,060,376
Purchases of materials and external services (988,813) 33,914 (954,899)
Personnel costs (91,079) -- (91,079)
Changes in inventory 31,362 -- 31,362
Other operating costs and expenses (3,601) -- (3,601)
GROSS OPERATING PROFIT 9,092 33,068 42,159
Amortisation, depreciation and impairment
losses (14,557) (30,167) (44,724)
NET OPERATING PROFIT (5,465) 2,901 (2,565)
Financial income 53 -- 53
Financial expenses (1,862) (4,772) (6,635)
PROFIT BEFORE TAX (7,274) (1,871) (9,147)
Income taxes 683 (651) 32
PROFIT/(LOSS) FOR THE PERIOD (6,591) (2,522) (9,115)

The different nature, qualification and classification of expenses, with the recording of
"Depreciation and amortisation of the rights of use of assets" and "Financial expenses for interest
connected with the rights of use", in place of rental fees for operating leases, as per IAS 17, has led
to a positive impact on the Gross Operating Profit of Euro 33,068 thousand.
Specifically, the application of IFRS 16 to lease agreements resulted in:
(1) the reduction of other income through the different accounting treatment of rental fees relating
to the sub-lease agreements of stores;
(2) the reduction of operating costs for the different accounting treatment of rental fees relating to
lease agreements for the rental of stores, headquarters, warehouses and vehicles;
(3) the increase in depreciation and amortisation of the rights of use following the recording of
greater non-current assets ("Assets for rights of use");
(4) the increase in Financial expense for interest connected with rights of use following the
recording of greater financial liabilities;
(5) the change in Income taxes which represents the fiscal effect of the previously illustrated
changes.
Details of the impact of IFRS 16 on the main consolidated statement of financial position data as at
31 August 2019 are given below.
(Amounts in thousands of Euros) 31 August Impacts of 31 August 2019
2019 IFRS 16 IFRS 16
a b a+b
Plant, machinery, equipment and other assets 85,966 85,966
Goodwill 195,336 195,336
Intangible assets with a finite useful life 30,005 (8,130) 21,875
Assets for rights of use - 458,597 458,597
Deferred tax assets 36,297 (651) 35,646
Other non-current assets 2,809 10,058 12,867
Total non-current assets 350,413 459,874 810,287
Inventories 393,704 393,704
Trade receivables 52,205 52,205
Current tax assets 2,092 2,092
Other current assets 19,331 1,411 20,742
Cash and cash equivalents 44,175 44,175
Total current assets 511,507 1,411 512,918
Total assets 861,920 461,285 1,323,205
Share capital 4,000 4,000
Reserves 36,784 36,784

44
Profit/(loss) carried forward 21,630 (2,522) 19,108
Profit/(Loss) of third parties - -
Total shareholders’ equity 62,414 (2,522) 59,892
Financial liabilities 26,434 26,434
Employee benefits 12,797 12,797
Other financial liabilities 15,552 408,918 424,470
Provisions 6,956 746 7,702
Deferred tax liabilities 3,587 3,587
Other non-current liabilities 26 26
Total non-current liabilities 65,352 409,664 475,016
Financial liabilities 38,856 38,856
Other financial liabilities 12,787 57,190 69,977
Trade payables 476,758 476,758
Current tax liabilities 2,410 2,410
Provisions 952 (55) 897
Other current liabilities 202,391 (2,992) 199,399
Total current liabilities 734,154 54,143 788,297
Total liabilities and shareholders’ equity 861,920 461,285 1,323,205

IFRS 16 introduces a unique accounting model whereby the lessee recognises an asset that
represents the right to use the underlying asset and a liability that reflects the obligation to pay the
lease payments. The asset for direct use in accordance with IFRS 16 includes the amount of the debt
initially recognised as a liability under the lease, any initial direct costs incurred by the lessee (e.g.
key money) and an estimate of the costs to be incurred by the lessee for the dismantling or removal
of the asset.
The breakdown of the impact of IFRS 16 on consolidated net financial debt is given below.
31 August
(in in thousands of Euros)
2019
Net financial debt - IAS 17 (49,454)
Current financial receivables - IFRS 16 1,459
Non-current financial receivables - IFRS 16 10,057
Other current financial payables - IFRS 16 (57,189)
Other non-current financial payables - IFRS 16 (408,919)
Net financial debt - IFRS 16 (504,046)

The reconciliation of leasing liabilities calculated in accordance with IFRS 16 and commitments for
operating leases which cannot be cancelled indicated in the consolidated financial statements of the
previous year in accordance with IAS17 are listed below.
Reconciliation of lease liabilities €/000
Commitments for IAS 17 operating leases not discounted at 28/02/2019 98,525
Other changes 296,520
Effect of discounting on payables for operating leases 47,993
Total IFRS 16 lease liabilities at 01/03/2019 443,038

The commitments for operating leases pursuant to IAS 17 reported in the last consolidated financial
statements of the Group as at 28 February 2019 referred only to the liability for leases due in the
enforsable period, understood as the non-cancellable period of the contract itself. The other changes
include the estimate of the lease term revised on the basis of the new provisions expressed in IFRS
16.

IFRIC 23

The interpretation defines the accounting treatment of income taxes when the tax treatment involves
uncertainties which have an effect on the application of IAS 12; it is not applied to duties or taxes

45
which do not come under IAS 12, nor does it specifically include requirements relating to interest or
penalties attributable to doubtful tax treatments.
The interpretation deals specifically with the following points:

- If an entity considers doubtful tax treatments separately;


- The entity's assumptions on the examination of the tax treatments by the tax authorities;
- How an entity determines the taxable profit (or the tax loss), the tax base, the tax losses not
used, the tax credits not used and the tax rates;
- How an entity treats changes in facts and circumstances.

An entity should define whether to consider each doubtful tax treatment separately or together with
other (one or more) doubtful tax treatments. The approach which allows the best forecast of the
doubtful solution should be followed. The interpretation is in force for the years starting 1 January
2019 or later, but some temporary incentives are available. The Group has applied the interpretation
from the date it came into force without recalculation of the comparative data. The application of
the new interpretation involved the reclassification of liabilities relating to doubtful tax treatments
with regard to income taxes from the item "Provisions" to the item "Liabilities for current taxes".

2.6 New accounting standards

New standards, amendments and interpretations IFRS and IFRIC endorsed by the European
Union which are not yet mandatorily applicable and had not been adopted early by the Group
as at 28 February 2020

There are no new accounting standards or amendments to standards endorsed and applicable for the
years beginning after 1 January 2020.

The accounting standards, amendments and IFRS interpretations which have not yet been
endorsed by the European Union

- On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the profitability
and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued in 2004 as interim
Standard. The amendments go into effect on 1 January 2021.
- On 29 March 2018, the IASB published the amendments to the “References to the
Conceptual Framework in IFRS Standards”. The amendments go into effect on 1 January
2020.

- On 22 October 2018 the IASB published amendments to IFRS 3 - Business Combinations.


The amendments are designed to help with determining whether a transaction is the
acquisition of a business or a group of activities which does not satisfy the definition of
business in IFRS 3. The amendments apply to acquisitions after 1 January 2020.
- On 31 October 2018 the IASB published amendments IAS 1 and IAS 8 - Definition of
Material. The aim of the amendment is to clarify the definition of material in order to help a
company assess whether information should be included in the financial statements. The
amendments go into effect on 1 January 2020.

46
- On 26 September 2019, the IASB published in consultation proposals for amendments to the
financial instruments standard – version IFRS 9 and IAS 39 – based on the reform of inter-
bank interest rates such as the IBOR.

2.7 Seasonality

The market in which the Group operates is characterised by the seasonality phenomena typical of
the consumer electronics market. More specifically, sales are higher in the final part of each
financial year, with a peak demand near and during the Christmas period; also, the cost of obtaining
goods from suppliers is mainly concentrated in this period. Otherwise, operating costs have a more
linear trend, given the component of fixed costs (staff, rent and overhead) that have a uniform
distribution over the year. Consequently, operating margins are also affected by this seasonality.
The trend in revenue and cost dynamics described above have an impact on the trend of net working
capital and net financial debt, characterised structurally by cash generation at the end of the
financial year. Therefore, the analysis of interim results and financial indicators cannot be
considered fully representative. It would therefore be wrong to consider the period’s indicators as
proportionate to the entire financial year.

3. INFORMATION ON FINANCIAL RISKS

With respect to business risks, the main risks identified, monitored and, as specified below, actively
managed by the Group are as follows:

- credit risk (both in relation to normal trading transactions with customers as well as
financing activities);

- liquidity risk (with respect to the availability of financial resources and access to the credit
market and financial instruments in general);

- market risk (including currency and interest rate risks).

The objective is to maintain over time balanced management of the financial exposure so as to
ensure a liability structure that is coherent in terms of the composition of the asset structure and
able to ensure the necessary operating flexibility through the usage of liquidity generated from
current operations and usage of bank lending.
The main financing instruments used are:

- medium-long term loans, to cover investments in fixed assets;

- short-term loans, current account credit lines to finance working capital.

Furthermore, hedges have been established to cover the risk of interest rate fluctuation, that have
influenced the cost of financial indebtedness in the medium - long-term and consequently also the
economic results.
The following section provides qualitative and quantitative information regarding the incidence of
these risks.

3.1 Credit risk

47
Credit risk is the possibility that an unexpected change in the credit rating of a counterparty will
expose the Group to the risk of default, subjecting it to potential lawsuits. By way of introduction,
we note that the credit risk which the Group is subject to is minimal since its sales are mainly to the
end consumers who pay the consideration upon purchasing the product. Sales to affiliates (Indirect
channel42) and wholesale customers (B2B channel), which represent a total of approximately 16.3%
of the Group’s revenues as at 31 August 2019, require the Group to use strategies and instruments
to reduce this risk. The Group has credit control processes which include obtaining bank guarantees
to cover a significant amount of the existing turnover with customers, customer reliability analysis,
the allocation of credit, and the control of the exposure by reporting with the breakdown of the
deadlines and average collection times. There are no significant concentrations of risk. The other
receivables are mainly receivables from the tax authorities and public administrations, lease
instalments paid early and advances paid for services which therefore carry a limited credit risk.

The financial assets are recognised net of write-downs calculated based on counterparty default risk.
This is determined according to procedures that can involve both write-downs of individual
positions, if they are individually significant, and for which there is an objective condition of total
or partial non-collectability, or on collective write-downs based on historical and statistical data.
Furthermore, the book value of its financial assets represents the Group’s maximum exposure to
credit risk.

3.2 Liquidity risk

Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual obligations
consist of discharging financial liabilities within the deadlines that have been set. Liquidity risk
management is the management of incoming funds, guaranteeing a balance between cash inflows
and outflows and thereby minimizing the cost of financial management. This translates into
procuring financial resources sufficient to maintain the company’s financial structure streamlined,
reducing that cost to the minimum level (in terms of financial expenses). Liquidity risk is limited
by:

- cash flows from operations: optimal management of incoming cash flows from normal
operations as compared to cash outflows;

- usage of short-term loans (hot money);

- usage of committed credit lines: these are credit lines that pools of banks commit to having
available for the Group until maturity;

- usage of non-committed financial assets only for funding purposes;

- usage of medium/long-term loans able to maintain the Company’s ordinary and other
operations; the usage of this type of resource requires constant monitoring of expirations of
financial debts as well as contingent market terms and conditions.

The liquidity risk consists of the possible difficulty of obtaining financial resources at an acceptable
cost in order to conduct normal operating activities. The factors that influence liquidity risk refer
both to resources that are generated or absorbed by current operations as well as to those that are

42 The Indirect channel, previously known as Wholesale, includes sales to the network of affiliated stores and revenues produced in large scale
retailing through partnerships with leading industry operators.

48
generated or absorbed by investments and financing, the latter referring to repayment schedules or
accessing short and long-term financial loans and the availability of funds in the financial market.

The financial structure in its entirety is constantly monitored by the Group to ensure coverage of its
liquidity needs. The financial structure of the Group, broken by deadline for the six-month period
ending 31 August 2019 and for the financial year ending 28 February 2019 is given below:

(Amounts in thousands of Euros)


Balance as at 31 Between 12M and
Within 12M Over 60M Total
August 2019 60M
Financial liabilities 65,290 38,856 26,434 - 65,290
Other financial liabilities 494,447 69,977 221,378 203,092 494,447
Total 559,737 108,833 247,812 203,092 559,737

Balance as at 28 Between 12M and


(Amounts in thousands of Euros) Within 12M Over 60M Total
February 2019 60M
Financial liabilities 43,567 12,455 31,112 - 43,567
Other financial liabilities 20,454 7,683 12,771 - 20,454
Total 64,021 20,138 43,883 - 64,021

The trend in the period was influenced by the seasonality of the business, for further details see
notes 5.12 Financial liabilities and 5.14 Other financial liabilities.

3.3 Market risk


3.3.1 Interest rate risk

The Group uses external financial resources in the form of debt and available liquidity from bank
deposits. Changes in the market interest rate levels influence the cost and return of various forms of
financing and usage, thereby affecting the level of the Group’s financial income and expenses.

To address these risks, the Company has stipulated with a pool of banks derivative contracts
consisting of Interest Rate Swaps (IRS) in order to mitigate the potential effect of changes in the
interest rates on the economic result, with economically acceptable terms and conditions.

The interest rate swaps in existence as at 31 August 2019 were stipulated following the conclusion
of a loan contract with a pool of banks, led by Banca IMI S.p.A. On 12 February 2018, following
the closing which took place on 9 January 2018, the date on which the loan agreement known as the
Senior Facilities Agreement (the "Loan Agreement") was entered into, new interest rate swaps
associated with the term loan currently provided by the syndicate were signed.

(Amounts in thousands of Euros) Nominal value as at Fair value as at

Derivative contracts Stipulated on Expires on 31/08/2019 28/02/2019 31/08/2019 28/02/2019

Interest Rate Swaps (IRS) 12/02/2018 09/01/2023 37,500 42,500 (729) (413)

The interest rate swaps, which satisfy the requirements of IFRS 9, are recognised using the hedge
accounting method. The amount recognised in equity under the cash flow hedge reserve is equal to

49
Euro 555 thousand (negative) as at 31 August 2019 and Euro 315 thousand (negative) as at 28
February 2019.

3.3.2 Currency risk

The company is exposed to currency risk, which is the risk connected to fluctuations in the
exchange rate of two currencies, mainly due to importation of merchandise. This risk is considered
irrelevant for the Group since the volume of the transactions in a foreign currency is not significant;
in any case the Group covers the estimated exposure to currency rate fluctuations related to the
main transactions anticipated in the short term concerning merchandise imports which require
payment to suppliers in United States dollars, using forward contracts for United States dollars.
There were no forward instruments at 31 August 2019. The effects of these derivative financial
instruments used for hedging purposes were recognised in the income statement, as they do not
comply with all the requirements set forth in IAS 39 for hedge accounting. The company did not
have any forward contracts in US dollars at 31 August 2019.

3.4 Fair value estimates

The fair value of the financial instruments listed on an active market is based on market prices as at
the balance sheet date. The fair value of the instruments which are not listed on an active market is
determined by using valuation techniques which are based on a series of methods and assumptions
which are connected to market conditions as at the balance sheet date.

The classification of the fair value of financial instruments based on the following hierarchical
levels is set out below:

- Level 1: fair value determined based on listed prices (not adjusted) on active markets for
identical financial instruments;

- Level 2: fair value determined using valuation techniques that refer to variables that are
observable on active markets;

- Level 3: fair value determined using valuation techniques that refer to variables that are not
observable on active markets.

Financial instruments measured at fair value are classified at level 2 and the general criterion used
to calculate them is the current value of future cash flows provided for the instrument constituting
the object of the measurement.

The liabilities relative to the bank indebtedness are measured using the amortized cost criterion.
Trade payables and receivables are measured at their book value, net of any provision for bad debts,
as this is considered to be close to the current value.

The table below separates financial assets and liabilities by category as at 31 August 2019 and 28
February 2019:

(Amounts in thousands of Euros) Period ended 31 August 2019


Fair value of
Loans and
hedging Other liabilities Total
receivables
instruments
Financial assets not designated at fair value

50
Cash and cash equivalents 44,175 - - 44,175
Trade receivables 52,205 - - 52,205
Other assets 33,609 - - 33,609
Financial assets designated at fair value
Other assets 0 0
Financial liabilities not designated at fair value
Financial liabilities - - 65,290 65,290
Trade payables - - 476,758 476,758
Other liabilities - - 199,425 199,425
Other financial liabilities - - 493,718 493,718
Financial liabilities designated at fair value
Other financial liabilities - 729 - 729

(Amounts in thousands of Euros) Period ended 28 February 2019


Fair value of
Loans and
hedging Other liabilities Total
receivables
instruments
Financial assets not designated at fair value
Cash and cash equivalents 84,488 - - 84,488
Trade receivables 41,288 - - 41,288
Other assets 22,266 - - 22,266
Financial assets designated at fair value
Other assets 0 0
Financial liabilities not designated at fair value
Financial liabilities - - 43,567 43,567
Trade payables - - 468,458 468,458
Other liabilities - - 190,568 190,568
Other financial liabilities - - 20,041 20,041
Financial liabilities designated at fair value
Other financial liabilities - 413 - 413

4. INFORMATION ON OPERATING SEGMENTS

The Group has identified just one operating segment, which is the entire company and covers all the
services and products provided to customers. The Group’s view of itself as a single omnichannel
business means that the company has identified a single Strategic Business Unit (“SBU”).
Management has also identified three Cash Generating Units (CGUs) inside the SBU to which
goodwill has been allocated. This approach is supported by the control model of the management’s
operations that considers the entire business, regardless of the product lines or geographical
location, which management does not consider significant in decision-making. The operating
segment’s results are measured by analysing trends of revenue and gross operating profit or loss.

(Amounts in thousands of Euros and as a percentage of revenues) Period ended


31 August 2019 31 August 2018
Revenue 1,059,536 908,540
EBITDA 42,159 8,260
% of revenues 4,0%, 0.9%

51
Depreciation, amortisation and write-downs (44,724) (12,645)
NET OPERATING PROFIT (2,565) (4,385)
Financial income 53 1,571
Financial expenses (6,635) (2,271)
PROFIT BEFORE TAX (9,147) (5,085)
Income taxes 32 (119)
PROFIT/(LOSS) FOR THE YEAR (9,115) (5,204)

The impact of EBITDA on revenues increased to 4.0% compared with the first half of the previous
period.

The table below contains a breakdown of revenue by product category and service offered:

(In thousands of Euro and as a percentage


Period ended
of consolidated revenues)

31 August 2019 % 31 August 201843 %


Grey 502,440 47.4% 437,723 48.2%
White 306,256 28.9% 239,198 26.3%
Brown 158,359 14.9% 154,342 17.0%
Services 48,240 4.6% 38,901 4.3%
Other products 44,241 4.2% 38,376 4.2%

Total consolidated revenues 1,059,536 100.0% 908,540 100.0%

The table below contains a breakdown of the revenues per geographical area:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Abroad 2,237 2,027
Italy 1,057,299 906,513
Total 1,059,536 908,540

The revenues are attributed based on the invoicing in Italy/abroad.


The Group does not have non-current assets in countries where it does not have offices.

5. NOTES TO THE INDIVIDUAL FINANCIAL STATEMENT CAPTIONS

5.1 Plant, machinery, equipment and other assets

Below is the balance of the item "Plant, machinery, equipment and other assets" by category as at
31 August 2019 and 28 February 2019:

(Amounts in thousands of Euros) Amounts as at 31 August 2019 Amounts as at 28 February 2019

43The segmentation of sales by product category takes place on the basis of the classification adopted by the main sector experts. Note therefore that
the classification of revenues by category is revised periodically in order to guarantee the comparability of Group data with market data.

52
Accumulated Accumulated
Amortisation Historical Amortisation
Historical cost Net book value Net book value
and cost and
Depreciation Depreciation
Plant and machinery 140,233 (101,354) 38,879 136,242 (96,699) 39,543
Equipment 23,893 (15,604) 8,289 22,502 (15,122) 7,380
Other assets 180,278 (144,551) 35,727 175,294 (139,126) 36,168
Tangible assets under
3,071 3,071 1,851 - 1,851
construction
Total plant, machinery,
347,475 (261,509) 85,966 335,889 (250,947) 84,942
equipment and other assets

The change in the item “Plant, machinery, equipment and other assets” for the period from 28
February 2019 to 31 August 2019 is shown below:

(Amounts in thousands of Euros) Tangible


assets under
Plant and constructio
Equipment Other assets Total
machinery n and
payments
on account
Balance as at 28 February 2019 39,543 7,380 36,168 1,851 84,942
Increases 3,126 1,386 3,978 2,069 10,559
First Carini Retail consolidation 940 26 1,013 -- 1,979
Decreases (75) (21) (7) (849) (952)
Amortisation, depreciation and write downs/(write
backs) (4,700) (503) (5,432) (10,635)

Decreases in Amortisation, Depreciation Provision 45 21 7 73


Balance as at 31 August 2019 38,879 8,289 35,727 3,071 85,966

The change in the item “Plant, machinery, equipment and other assets” for the period from 28
February 2018 to 31 August 2018 is shown below:

(Amounts in thousands of Euros) Tangible assets


Plant and under construction
Equipment Other assets Total
machinery and payments on
account
Balance as at 28 February 2018 33,232 4,176 35,191 2,232 74,831
Increases 2,827 168 2,625 10,074 15,694
Acquisition of business units -- -- -- 213 213
Decreases (847) (50) (791) (982) (2,670)
Amortisation, depreciation and write
(3)
downs/(write backs) (4,071) (375) (4,997) (9,446)
Decreases in Amortisation, Depreciation
Provision 847 50 792 - 1,689
Balance as at 31 August 2018 31,988 3,969 32,820 11,534 80,311

With reference to the six-month period ended 31 August 2019, the Group made investments, net of
the category of “Tangible assets under construction and payments on account”, and inclusive
acquisition of Carini Retail S.r.l of Euro 10,347 thousand.

In particular, the net investments were mainly: (i) investments relating to the opening of new sales
outlets in new customer bases deemed strategic (Gela, Portogruaro, Mistebianco, Savignano,
Verona, Bunalbergo) or bases not sufficiently covered by the current portfolio of stores and the
refurbishment of the sales outlets acquired from the former Pistone S.p.A. business units for Euro
5,868 thousand; (ii) additional investments connected with the Piacenza logistics hub for Euro 976
thousand; (iii) interventions involving the restructuring of selected sales outlets through the
restyling of the layouts and the reduction or expansion of the sales areas and investments in the

53
relocation of existing sales outlets to customer bases deemed more strategic for Euro 823 thousand;
(iv) minor extraordinary maintenance operations and the renewal of anti-theft and electrical systems
at various sales outlets for Euro 445 thousand; (v) investments in the creation of dedicated electric
displays for specific supplier brands within the sales outlets for Euro 346 thousand;

Note that the acquisition of the 12 sales outlets belonging to the former Pistone S.p.A. business unit
are configured as business combinations and therefore come under the application scope of IFRS 3.
As required by the standard, the tangible assets were recorded at their fair value on the acquisition
date, which meets the requirements under IAS 16.

The Company relied on the information resulting from the sworn expert report prepared pursuant to
Article 2465 et seq. of the cc. for the assessment of this fair value, through which the value of the
assets acquired was estimated at Euro 1,979 thousand. The amortisation and depreciation was
calculated based on the depreciation rates adopted for the respective category.
The values and useful life are reported in the financial statements from the date that Unieuro
acquired control. For more details, please refer to Note 5.29 "Business unit combinations".

Net assets under construction amounting to Euro 3,071 thousand mainly refer to (i) investments
relating to restructuring/relocation for Euro 1,037 thousand; (ii) minor extraordinary maintenance
operations at various sales outlets for Euro 483 thousand and (iii) the opening of new sales outlets
and projects for Euro 489 thousand. Investments in question as at 31 August 2019 are not
completed and therefore the item is not subject to depreciation.

The item "Amortization and write-downs (write backs)" of Euro 10,633 thousand includes Euro
10,564 thousand in depreciation and Euro 69 thousand of write-downs and write backs.

The item “Plant, machinery, equipment and other assets” includes assets held under financial leases
consisting mainly of furnishings, energy saving lighting installations, air conditioning installations,
servers, computers and printers. These assets are guaranteed by the lessor until the residual amount
due is fully paid. For further details on the amount of the debts to the leasing company, see note
5.13 “Other financial liabilities.”

With reference to the six-month period ended 31 August 2018, the Group made investments net of
decreases of the category “Assets under construction” for Euro 14,925 thousand.

In particular, the investments were mainly: (i) investments made for the construction of the new
Piacenza logistics hub of Euro 7,173 thousand; (ii) interventions for the restructuring of selected
sales outlets costing Euro 2,035 thousand through the restyling of the layouts and the reduction or
expansion of the sales areas; (iii) investments relating to the opening of new sales outlets in new
consumer areas considered to be strategic or in areas not sufficiently covered by the current
portfolio of stores and the refurbishment of sales outlets acquired from the business unit DPS, for
Euro 1,748 thousand; (iv) investments in the relocation of existing sales outlets to consumer areas
deemed to be more strategic of Euro 1,416 thousand; (v) less extraordinary maintenance operations
and on the air conditioning systems of various sales outlets for Euro 1,588 thousand; (vi)
investments in infrastructure to adapt it to the new regulations relating to GDPR and to the telematic
communication of fees and other material infrastructure for Euro 752 thousand and (vii) the
contribution from the acquisition of the 8 sales outlets belonging to the business unit DPS for Euro
213 thousand.

The new financial leases are equal to Euro 1,048 thousand and of these Euro 93 thousand referred to
electronic machines, Euro 635 thousand to furniture and furnishings and Euro 320 thousand to
electrical systems.

54
The decreases for the year refer mainly to the scrapping of fully amortised assets.

Note that the acquisition of the 8 outlets belonging to the business unit DPS are configured as a
business combination and therefore come under the application scope of IFRS 3. As required by the
standard, the tangible assets were recorded at their fair value on the acquisition date, which meets
the requirements under IAS 16.
The Company relied on internal techniques for the assessment of this fair value through which the
value of the assets acquired was estimated at Euro 213 thousand.
The values and useful life were reflected in the consolidated financial statements from the date of
the acquisition of control by Unieuro namely from 23 August 2018, the opening of the sales outlets
related to the business unit DPS took place from September 2018.

The item "Amortization and write-downs/(write backs)", within the movement 28 February 2018 -
31 August 2018, of Euro 9,446 thousand includes Euro 8,681 thousand in depreciation and Euro
765 thousand of write-downs and write backs. The write-downs mainly refer to stores for which
onerous leases were identified while the write backs refer to stores with a significant improvement
in their economic results, so that the lease was no longer considered onerous, and therefore
previously written down assets were written back.

The net assets under construction amounting to Euro 11,534 thousand mainly relate to investments
in opening the new Piacenza logistics hub and the new stores in new consumer areas deemed to be
strategic for the Group. Investments in question as at 31 August 2018 are not completed and
therefore the item is not subject to depreciation.

5.2 Goodwill

The breakdown of the item “Goodwill” as at 31 August 2019 and as at 28 February 2019 is shown
below:

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Goodwill 195,336 177,965
Total Goodwill 195,336 177,965

The change in the “Goodwill” item for the period from 28 February 2018 to 31 August 2019 is
shown below:

(Amounts in thousands of Euros) Goodwill


Balance as at 28 February 2018 174,843
Acquisitions 3,122
Increases -
Write-downs -
Balance as at 28 February 2019 177,965
Acquisitions 17,371
Increases -
Write-downs -
Balance as at 31 August 2019 195,336

55
The value of goodwill at 31 August 2019, equalling Euro 195,336 thousand, increased over the year
ended 28 February 2019 by Euro 17,371 thousand. The increase refers to the transaction for the
acquisition of a 100% stake in Carini Retail S.r.l..

It should be noted that, at the time of recording of the acquisition transaction of the 100% stake in
Carini Retail S.r.l. in the accounts, Unieuro availed itself of the right provided under IFRS 3 to
carry out a provisional allocation of the cost of business combinations at fair value of the acquired
assets, liabilities and contingent liabilities assumed. If new information obtained during one year
from the acquisition date, relating to facts and circumstances existing at the acquisition date, leads
to adjusting the amounts indicated or any other fund existing at the acquisition date, accounting for
the acquisition will be revised. There are not expected to be any significant variations compared
with what has already been accounted for. For more details about transactions, please refer to Note
5.28 "Business unit combinations".

Goodwill as at 31 August 2019 and 28 February 2019 can be broken down as follows:

(Amounts in thousands of Euros) Goodwill as at 31 August 2019 Goodwill as at 28 February 2019

Resulting from mergers:


Marco Polo Holding S.r.l. 94,993 94,993
Formerly Unieuro 32,599 32,599
Rialto 1 S.r.l. and Rialto 2 S.r.l. 9,925 9,925
Marco Polo Retail S.r.l. 8,603 8,603
Other minor mergers 5,082 5,082
Resulting from acquisitions of equity investments:
Monclick S.r.l. 7,199 7,199
Carini Retail S.r.l. 17,371 -
Resulting from the acquisition of business units:
Andreoli S.p.A. 10,500 10,500
Cerioni S.p.A. 5,748 5,748
Galimberti S.p.A. 1,882 1,882
DPS Group S.r.l. 1,240 1,240
Dixons Travel 194 194
Total Goodwill 195,336 177,965

5.2.1 Impairment test

The business dynamics recorded in the period and updates on forecasts on future trends are
consistent with the assumptions made to verify the recoverability of goodwill occurring when
preparing the Group consolidated financial statements at 28 February 2019. The Unieuro market
capitalisation at 31 August 2019 was greater than the Group’s shareholders’ equity. Therefore, no
indicators were identified of possible impairment losses and therefore no specific impairment tests
were done on goodwill following the one approved by the Unieuro Board of Directors on 8 May
2019.

5.3 Assets for rights of use

56
The balance of the item “Assets for rights of use” is given below, broken down by category as at 31
August 2019 and as at 28 February 2019:

(Amounts in
Amounts as at 31 August 2019 Amounts as at 28 February 2019
thousands of Euros)

Accumulated Accumulated
Net book Net book
Historical cost Amortisation and Historical cost Amortisation and
value value
Depreciation Depreciation

Buildings 487,504 (30,430) 457,074


Vehicles 1,957 (434) 1,523
Total intangible
assets with a finite 489,461 (30,864) 458,597 - - -
useful life

The change in the item "Assets for rights of use" for the period from 28 February 2019 to 31 August
2019 is broken down below:

(Amounts in thousands of Euros) Buildings Vehicles Total


Balance as at 28 February 2019 - - -
Adjustment - application of IFRS 16 446,130 1,588 447,718
Increases 8,233 369 8,602
First Carini Retail consolidation 33,952 33,952
Decreases (811) (811)
Amortisation, depreciation and write downs/(write backs) (30,430) (434) (30,864)
Decreases in Amortisation, Depreciation Provision -
Balance as at 31 August 2019 10,944 (65) 458,597

The item contains the value for assets for rights of use resulting from the application of accounting
standard IFRS 16. The application of the new accounting principle had a material impact on the
Group's consolidated financial statements by virtue of the operations linked to the retail network
which is a significant part of the business. For the Group, the analysis of the contracts coming under
the scope of application of the principle specifically involved those relating to stores, warehouses,
offices and vehicles. The effects of this new accounting principle are illustrated in paragraph 2.5.1 -
"Changes to the accounting standards" which should be referred to for further details.

5.4 Intangible assets with a finite useful life

The balance of the item “Intangible assets with a finite useful life” is given below, broken down by
category as at 31 August 2019 and as at 28 February 2019:

(Amounts in thousands of
Amounts as at 31 August 2019 Amounts as at 28 February 2019
Euros)
Accumulated Accumulated
Historical Amortisation Net book Historical Amortisation Net book
cost and value cost and value
Depreciation Depreciation
Software 56,847 (43,195) 13,652 53,269 (40,450) 12,819
Concessions, licences and
13,361 (8,106) 5,255 13,361 (7,626) 5,735
brands
Key Money 1,572 (1,572) - 8,130 (1,572) 6,558
Intangible fixed assets under
2,968 - 2,968 3,200 - 3,200
construction
Total intangible assets with a
74,748 (52,873) 21,875 77,960 (49,648) 28,312
finite useful life

57
The change in the item "Intangible assets with a finite useful life" for the period from 28 February
2019 to 31 August 2019 is given below:

(Amounts in thousands of Euros) Concessions, Intangible fixed


Software licences and Key Money assets under Total
brands construction

Balance as at 28 February 2019 12,819 5,735 6,558 3,200 28,312

Increases 3,578 - - 2,327 5,905


Adjustment - application of IFRS 16 - - (6,558) (6,558)
Decreases (2,559) (2,559)
Amortisation, depreciation and write downs/(write
backs) (2,745) (480) - - (3,225)

Decreases in Amortisation, Depreciation Provision -

Balance as at 31 August 2019 13,652 5,255 - 2,968 21,875

The change in the item "Intangible assets with a finite useful life" for the period from 28 February
2018 to 31 August 2018 is given below:

(Amounts in thousands of Intangible fixed


Concessions,
Euros) Software Key Money assets under Total
licences and brands
construction
Balance as at 28 February
11,899 6,752 5,312 1,071 25,034
2018
Increases 2,607 - - 914 3,521
Acquisitions - - - 1,947 1,947
Decreases - - - (1,036) (1,036)
Amortisation, depreciation and
(2,222) (517) (460) - (3,199)
write downs/(write backs)
Decreases in Amortisation,
- - - - -
Depreciation Provision
Balance as at 31 August 2018 12,284 6,235 4,852 2,896 26,267

Regarding the six months ended 31 August 2019, the total increases of Euro 5,905 thousand relate
mainly to the “Software” category for Euro 3,578 thousand.

The Group, as required by new accounting standard IFRS 16, reclassified Key Money reporting it
under assets for rights of use because it represents the initial direct costs of the tenant inherent in the
lease agreement.

The increases relating to the “Software” category for Euro 3,578 thousand are attributable in the
main to: (i) new software and licences, (ii) costs incurred for the development and updating of the
website www.unieuro.it and (iii) costs incurred for extraordinary operations on existing
management software.

The increases for assets under construction of Euro 2,327 thousand were due to the implementation
of new software (ERP) and existing software.

Regarding the period of six months ended 31 August 2018, the increases net of decreases in the
category “Assets under construction”, amount to a total of Euro 4,432 thousand.

The item increases relates mainly to the category “Software” for Euro 2,607 thousand, attributable
in the main to: (i) new software and licences, (ii) costs incurred for the development of software for
the processing and interpretation of management data aimed at the analysis of trends and
extraordinary operations on pre-existing management software and (iii) costs incurred for the

58
development and updating of the website www.unieuro.it, and to the category "Assets under
construction" for Euro 914 thousand mainly attributable to the implementation of new software.

The item Acquisitions, for Euro 1,947 is derived from the acquisition of control of the business unit
DPS which is configured as a business combination and comes under the application scope of IRFS
3. The item comprises Key money relating to the sales outlets of the business unit DPS, control of
which was acquired on 23 August 2018 and the opening to the public took place from September
2018 therefore the key money was recorded in assets under construction on 31 August 2018. As
required by the standard, the intangible assets were recorded separately from goodwill and recorded
at their fair value on the acquisition date, which meets the requirements under IAS 38.
Amortisation is calculated pro-rata temporis on a straight-line basis depending on the term of the
lease contract. For the measurement of the fair value of the Key money the company enlisted
external consultants with proven experience which, using assessment methods in line with the best
professional practices, estimated the value of the Key money.

5.5 Deferred tax assets and deferred tax liabilities

The change in the item "Deferred tax assets" and the item "Deferred tax liabilities" for the period
from 28 February 2018 to 31 August 2019 is given below:

Deferred tax assets

(Amounts in thousands of Euros) Deferred


Bad debt Total
Provision Net tax
provision - Other net
Obsolescence Tangible Intangible Capital for risks deferred assets
amount due current deferred
Provision assets assets Reserves and tax relating
from liabilities tax
charges assets to tax
suppliers assets
losses
Balance as at 28 February 2019 678 2,337 907 4,281 272 1,456 2,280 12,211 22,968 35,179
Provision/Releases to the Income
(26) 181 - (171) - 7 (697) (706) 854 148
Statement
First Carini Retail consolidation
- Comprehensive Income - - - - 38 - - 38 - 38
Statement
Provision/Releases to the
Comprehensive Income - - - - 281 - - 281 - 281
Statement
Balance as at 31 August 2019 652 2,518 907 4,110 591 1,463 1,583 11,824 23,822 35,646

(Amounts in thousands of Euros)


Bad debt Deferred
Provision
provision Other Net tax assets Total net
Obsolescence Tangible Intangible Capital for risks
- amount current deferred relating deferred
Provision assets assets Reserves and
due from liabilities tax assets to tax tax assets
charges
suppliers losses

Balance as at 28 February 2018 824 2,488 907 4,290 884 1,363 3,622 14,378 15,727 30,105

Provision/Releases to the Income


(67) (164) - (2,287) (828) 312 (773) (3,807) 2,082 (1,725)
Statement

Provision/Releases to the
- - - - 149 - - 149 - 149
Comprehensive Income Statement
Balance as at 31 August 2018 757 2,324 907 2,003 205 1,675 2,849 10,720 17,809 28,529

The balance as at 31 August 2019 of Euro 35,646 thousand is mainly composed of the deferred tax
assets recorded on tax losses for Euro 23,822 thousand, deferred tax assets recorded on goodwill for
Euro 4,110 thousand and Euro 1,583 thousand from the deferred tax assets recorded on other

59
current liabilities, composed of contract liabilities relating to extended warranty services. The
change in the item deferred tax assets recorded in the period is mainly related to:

- the release to the income statement of the deferred tax assets relating to other current
liabilities;

- the provision of Euro 854 thousand in deferred tax assets relating to tax losses.

The balance as at 31 August 2018 was Euro 28,529 thousand and was mainly composed of: (i) Euro
7,176 thousand in temporary differences mainly due to goodwill, other current liabilities and the
provision for obsolete inventory, (ii) Euro 17,809 thousand from deferred tax assets recorded on tax
losses. The change in the item deferred tax assets recorded in the period year is mainly related to:

- the release to the income statement of the deferred tax assets relating to Intangible assets and
other current liabilities;

- the provision of Euro 2,082 thousand in deferred tax assets relating to tax losses.

Note that tax losses still available at 31 August 2019 were, with reference to Unieuro, equal to Euro
377,943 thousand, while with reference to Monclick they were Euro 6,338 thousand.

In calculating deferred tax assets, the following aspects were taken into consideration:

- the tax regulations of the country in which the Company operates and the impact on the
temporary differences, and any tax benefits resulting from the use of tax losses carried over;

- the forecast of the Company's earnings in the medium and long-term.

On this basis, the Group expects to generate future taxable earnings and, therefore, to be able, with
reasonable certainty, to recover the recorded deferred tax assets.

Deferred tax liabilities

Other current Total net deferred


(Amounts in thousands of Euros) Intangible assets
assets taxes
Balance as at 28 February 2019 2,587 1,125 3,712
Provision/Releases to the Income Statement 69 (194) (125)
Provision/Releases to the Comprehensive Income Statement 0
Balance as at 31 August 2019 2,656 931 3,587

Other current Total net deferred


(Amounts in thousands of Euros) Intangible assets
assets taxes
Balance as at 28 February 2018 2,448 0 2,448
Adjustment at the date of the first-time adoption of IRFS 15 - 1,483 1,483
Provision/Releases to the Income Statement 45 (179) (134)
Provision/Releases to the Comprehensive Income Statement - - 0
Balance as at 31 August 2018 2,493 1,304 3,797

The decrease in the item “Deferred tax liabilities” is mainly attributable to the release of the
deferrals previously recorded in other current assets.

60
Deferred tax liabilities relating to Intangible Assets mainly result from goodwill with a different
statutory value from the value for tax purposes.
It is estimated that the debt refers to differences which will be reabsorbed in the medium-/long-
term.

5.6 Other current assets and other non-current assets

Below is a breakdown of the items “Other current assets” and “Other non-current assets” as at 31
August 2019 and 28 February 2019:

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Deferred charges 11,304 8,997
Contract assets 4,841 5,337
Tax credits 2,550 3,544
Financial receivables for leasing - current portion 1,459 -
Other current assets 505 166
Accrued income 48 1,643
Advances to suppliers 35 86
Other current assets 20,742 19,773
Financial receivables for leasing - non-current portion 10,057 -
Deposit assets 2,279 2,220
Deposits to suppliers 524 266
Other non-current assets 7 7
Other non-current assets 12,867 2,493
Total Other current assets and Other non-current
assets 33,609 22,266

The item “Financial receivables for leasing” equal to Euro 11,516 thousand (the current portion of
which is Euro 1,459 thousand) was recorded during the first time adoption of accounting principle
IFRS 16 and includes the current portion and the non-current portion relating to sub-leasing
agreements in which the group acts as the landlord. For more details refer to note 2.5.1 Changes in
accounting principles.

The item “Other current assets” mainly includes deferred charges with regard to insurance, rental
and common charges and the hire of road signs; accrued income refers to adjustments on common
charges at sales points.

The increase in the item “Deferred charges” is mainly attributable to the insurance premium and
non-income taxes and duties payed prior to August 31, 2019 but relative occurrence coinciding with
the calendar year.

The item “Contract assets” includes the costs for procuring the contract which can be qualified as
contract costs, represented by the bonuses paid to employees for each additional sale of extended
warranty services.

Tax credits as at 31 August 2019 and 28 February 2019 refer, in the main, for Euro 1,610 thousand
to the IRES credit for IRAP not deducted.

61
The item “Other non-current assets” includes equity investments, deposit assets and deposits to
suppliers. The increase is mainly due to the acquisition of new stores and the expansion of existing
ones.

5.7 Inventories

Warehouse inventories break down as follows:

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Merchandise 405,605 371,462
Consumables 576 659
Gross stock 406,181 372,121
Warehouse obsolescence fund (12,477) (9,779)
Total Inventories 393,704 362,342

The value of gross inventories went from Euro 372,121 thousand as at 28 February 2019 to Euro
406,181 thousand as at 31 August 2019, an increase of 9.2% in total gross inventories. The increase
is attributable to: (i) the different business scope resulting from the acquisition of 12 Carini Retail
S.r.l. sales outlets and the Pistone S.p.A. logistics platform, located in Carini, and (ii) the buoyancy
of the online business, (iii) the partnership concluded with Finiper, which marked Unieuro's launch
into large scale retailing and (iv) the increase in volumes managed.

The value of inventories is adjusted by the warehouse obsolescence fund, which includes the
prudential write-down of the value of merchandise with possible obsolescence indicators.

The change in the warehouse bad debt provision for the period from 28 February 2019 to 31 August
2019 and from 28 February 2018 to 31 August 2018 is shown below:

(Amounts in thousands of Euros)


Warehouse obsolescence fund
Balance as at 28 February 2019 (9,779)
Provisions (2,698)
Releases to the Income Statement -
Utilisation -
Balance as at 31 August 2019 (12,477)

(Amounts in thousands of Euros)


Warehouse obsolescence fund
Balance as at 28 February 2018 (9,126)
Provisions (656)
Releases to the Income Statement -
Utilisation -
Balance as at 31 August 2018 (9,782)

The increase in the warehouse obsolescences fund equal to Euro 2,698 thousand is attributable to
the adaptation of the warehouse bad debt provision which includes the prudential write down of the

62
value of goods at 31 August 2019 and reflects the loss in value of goods in cases in which the cost
is higher than the presumed realisable value and enables the warehouse value to be reported at the
current market value.

5.8 Trade receivables

A breakdown of the item “Trade receivables” as at 31 August 2019 and as at 28 February 2019 is
shown below:

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Trade receivables from third-parties 54,612 43,779
Trade receivables from related-parties - -
Gross trade receivables 54,612 43,779
Bad debt provision (2,407) (2,491)
Total Trade receivables 52,205 41,288

The value of receivables, which refer to the Indirect and B2B channels was up by Euro 10,917
thousand compared with the previous year, with the increase mainly due to the partnership
concluded with Finiper, which marked Unieuro's launch into large scale retailing.

The change in the bad debt provision for the period from 28 February 2019 to 31 August 2019 and
from 28 February 2018 to 31 August 2018 is shown below:

(Amounts in thousands of Euros) Bad debt provision

Balance as at 28 February 2019 (2,491)


Provisions (31)
Releases to the Income Statement 96
Utilisation 19
Balance as at 31 August 2019 (2,407)

(Amounts in thousands of Euros) Bad debt provision

Balance as at 28 February 2018 (2,412)


Provisions (30)
Releases to the Income Statement 157
Utilisation 5
Balance as at 31 August 2018 (2,280)

Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or the
presence of existing insolvency proceedings, determine the deletion of the actual position. As

63
shown in the tables above, the bad debt provision stood at Euro 2,407 thousand as at 31 August
2019 and Euro 2,491 thousand as at 28 February 2019.
Credit risk represents the exposure to risk of potential losses resulting from the failure of the
counterparty to comply with the obligations undertaken. Note, however, that for the periods under
consideration there are no significant concentrations of credit risk, especially taking into
consideration the fact that the majority of sales are paid for immediately by credit or debit card in
the Retail, Travel and Online channels, and in cash in the Retail and Travel channels. The Group
has credit control processes which include obtaining bank guarantees and credit insurance contracts
to cover a significant amount of the existing turnover with customers, customer reliability analysis,
the allocation of credit, and the control of the exposure by reporting with the breakdown of the
deadlines and average collection times.
Past due credit positions are, in any event, monitored by the administrative department through
periodic analysis of the main positions and for those for which there is an objective possibility of
partial or total irrecoverability, they are written-down.
It is felt that the book value of trade receivables is close to the fair value.

5.9 Current tax assets and liabilities

Below is a breakdown of the item "Current tax assets" and "Current tax liabilities" as at 31 August
2019 and as at 28 February 2019:

Current tax assets

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
IRES credits 2,092 2,116
IRAP credits - 2
Total Current tax assets 2,092 2,118

As at 31 August 2019, the item "IRES credits" included credits of Euro 2,092 thousand (Euro 2,116
thousand as at 28 February 2019) which incorporated the IRES credit from the previous financial
year and the credit generated during the period for withholding tax and for IRES note that the
expense for income taxes for the six-month period ended 31 August 2019 was reported based on the
best estimate of management of the weighted average annual tax rate for the entire year, applying it
to the pre-tax result for the period of the individual entities.

Current tax liabilities

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Payables for IRAP 1,392 1,204
Payables for tax liabilities 1,018 -
Total Current tax liabilities 2,410 1,204

64
As at 31 August 2019 the item "IRAP payables" included payables of Euro 1,392 thousand resulting
from the estimate of Unieuro taxes for the year ended 28 February 2020, and "Payables for tax
liabilities" of Euro 1,018 thousand relating to the reclassification of liabilities relating to doubtful
tax treatments from the item "Provisions" to the item "Liabilities for current taxes", in line with the
provisions of IFRIC 23. For more details, please refer to Note 2.5.1 Changes to the accounting
standards.

5.10 Cash and cash equivalents

A breakdown of the item “Cash and cash equivalents” as at 31 August 2019 and as at 28 February
2019 is shown below:

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Bank accounts 31,415 77,007
Petty cash 12,760 7,481
Total cash and cash equivalents 44,175 84,488

Cash and cash equivalents stood at Euro 44,175 thousand as at 31 August 2019 and Euro 84,488
thousand as at 28 February 2019.

The item consists of cash on hand, deposits and securities on demand or at short notice at banks that
are available and readily usable.
For further details regarding the dynamics that affected Cash and cash equivalents, please refer to
the Cash Flow Statement. Instead, for more details of the net financial position, please refer to Note
5.12.

5.11 Shareholders’ equity

Details of the item “Shareholders’ equity” and the breakdown of the reserves in the reference
periods are given below:

Reserve for
Cash Reserve
actuarial Profit/(loss) Total Non- Total
(Amounts in thousands of Share Legal Extraordinary flow for share- Other
gains/(losses) on carried shareholders’ controlling shareholders’
Euros) capital reserve reserve hedge based reserves
defined benefit forward equity interests equity
reserve payments
plans

Balance as at 28 February
4,000 800 0 (315) (1,247) 3,376 26,944 57,319 90,877 0 90,877
2019
Adjustment at the date of
the first-time adoption of - - - - - - - - - - -
IRFS 16 (net of taxes)
Adjusted balance at 1
4,000 800 - (315) (1,247) 3,376 26,944 57,319 90,877 - 90,877
March 2019
Profit (loss) for the period - - - - - - - (9,115) (9,115) - (9,115)
Other components of
- - - (240) (625) - - (865) - (865)
comprehensive income
Total statement of
comprehensive income for - - - (240) (625) - - (9,115) (9,980) - (9,980)
the period
Allocation of prior year
- - 6,769 - - - - (6,769) - - -
result
Covering retained losses and
- - - - - - - - - - -
negative reserves
Distribution of dividends - - - - - - - (21,400) (21,400) - (21,400)
Share-based payment settled
- - - - - 1,322 - (927) 395 - 395
with equity instruments
Total transactions with
- - 6,769 - - 1,322 - (29,096) (21,005) - (21,005)
shareholders
Balance as at 31 August
4,000 800 6,769 (555) (1,872) 4,698 26,944 19,108 59,892 0 59,892
2019

65
Shareholders' equity, equal to Euro 59,892 thousand as at 31 August 2019 (Euro 90,877 thousand as
at 28 February 2019) fell during the year through the combined effect of: (i) the distribution of a
dividend of Euro 21,400 thousand as approved on 18 June 2019 by the Shareholders' Meeting; (ii)
the recording of the loss for the consolidated period of Euro 9,115 thousand and the other
components of the comprehensive income statement negative for Euro 865 thousand; (iii) the
recording in the reserve of share-based payments of Euro 1,322 thousand which refer to the Long
Term Incentive Plan for certain managers and employees.

The Share capital as at 31 August 2019 stood at Euro 4,000 thousand, broken down into 20,000,000
shares.

The Reserves are illustrated below:

- the legal reserve of Euro 800 thousand as at 31 August 2019 (Euro 800 thousand as at 28 February
2019), includes the financial provisions at a rate of 5% for each financial year; there were no
increases during the period in this reserve which reached the limit pursuant to Article 2430 of the
Italian Civil Code and has maintained it to 31 August 2019;

- the extraordinary reserve of Euro 6,769 thousand as at 31 August 2019 (Euro 0 thousand as at 28
February 2019); this reserve increased during the period as a result of the allocation of the profit for
the year approved on 18 June 2019 by the Shareholders' Meeting;

- the cash flow hedge reserve negative by Euro 555 thousand as at 31 August 2019 (negative by
Euro 315 thousand as at 28 February 2019); this reserve was recorded to offset the mark to market
of the hedging Interest Rate Swap agreements, taken out as required by the Loan Agreement entered
into during the year (for more details, please refer to Note 5.12).

- the reserve for actuarial gains and losses on defined-benefit plans of a negative Euro 1,872
thousand as at 31 August 2019 (negative Euro 1,247 thousand as at 28 February 2019); it fell by
Euro 625 thousand following the actuarial valuation relating to severance pay;

- the reserve for share-based payments amounting to Euro 4,698 thousand at 31 August 2019 (Euro
3,376 thousand at 28 February 2019); the reserve has changed due to recording of Euro 1,322
thousand offsetting the recording of personnel costs for the share-based payment plan. For more
details, please see Note 5.28.

Reserve for
Reserve
Cash flow actuarial Profit/(loss) Total Non- Total
(Amounts in thousands of Share Legal Extraordinary for share- Other
hedge gains/(losses) on carried shareholders’ controlling shareholders’
Euros) capital reserve reserve based reserves
reserve defined benefit forward equity interests equity
payments
plans
Balance as at 28 February
4,000 800 46,810 (191) (774) 1,352 57,999 (32,780) 77,216 0 77,216
2018
Adjustment at the date of
the first-time adoption of - - - - - - - 4,038 4,038 - 4,038
IRFS 15 (net of taxes)
Adjusted balance at 1
4,000 800 46,810 (191) (774) 1,352 57,999 (28,742) 81,254 - 81,254
March 2018
Profit/(loss) for the period - - - - - - - (5,204) (5,204) - (5,204)
Other components of
- - - (105) (303) - - (408) - (408)
comprehensive income
Total statement of
comprehensive income for - - - (105) (303) - - (5,204) (5,612) - (5,612)
the year
Allocation of prior year
- - - - - - - (10,958) (10,958) - (10,958)
result
Covering retained losses
(46,810) (11,055) 68,823 10,958 10,958
and negative reserves
Distribution of dividends - - - - - - (20,000) (20,000) - (20,000)
Share-based payment
settled with equity - - - - - 1,020 - (699) 321 - 321
instruments
Total transactions with
- - (46,810) - - 1,020 (31,055) 57,166 (19,679) - (19,679)
shareholders
Balance as at 31 August 4,000 800 0 (296) (1,077) 2,372 26,944 23,220 55,963 0 55,963

66
2018

Shareholders' equity, equal to Euro 55,963 thousand as at 31 August 2018 (Euro 77,216 thousand as
at 28 February 2018) fell during the year as a result of: (i) the distribution of a dividend of Euro
20,000 thousand as approved on 5 June 2018 by the Shareholders' Meeting; (ii) the recording of the
loss for the period of Euro 5,204 thousand and the other components of the comprehensive income
statement for Euro 408 thousand; (iii) the recognition under retained earnings of the effects arising
from the application of the new accounting standard IFRS 15 for Euro 4,038 thousand and (iv) the
recognition of the Long Term Incentive Plan reserved for certain managers and employees for Euro
321 thousand.

The Share capital as at 31 August 2018 stood at Euro 4,000 thousand, broken down into 20,000,000
shares.

The Reserves are illustrated below:

the legal reserve of Euro 800 thousand as at 31 August 2018 (Euro 800 thousand as at 28 February
2018), includes the financial provisions at a rate of 5% for each year; there were no increases during
the period in this reserve which reached the limit pursuant to Article 2430 of the Italian Civil Code
and has maintained it as at 31 August 2018;

- the extraordinary reserve of Euro 0 thousand as at 31 August 2018 (Euro 46,810 thousand as at 28
February 2018); this reserve fell during the period as a result of the coverage of retained losses and
negative reserves approved on 5 June 2018 by the Shareholders' Meeting;

- the cash flow hedge reserve negative by Euro 296 thousand as at 31 August 2018 (Euro 191
thousand negative as at 28 February 2018); this reserve was recorded to offset the mark to market of
the hedging Interest Rate Swap agreements, taken out as required by the Loan Agreement entered
into during the year (for more details, please refer to Note 5.12).

- the reserve for actuarial gains and losses on defined-benefit plans of Euro 1,077 thousand negative
as at 31 August 2018 (Euro 774 thousand negative as at 28 February 2018); it rose by Euro 303
thousand following the actuarial valuation relating to the TFR (severance pay);

- the reserve for share-based payments of Euro 2,372 thousand as at 31 August 2018 (Euro 1,352
thousand as at 28 February 2018 changed as a result of (i) the recording of Euro 1,020 thousand
offsetting the recording of personnel costs for the share-based payment plan and (ii) the distribution
of the dividend approved by the Shareholders' Meeting on 5 June 2018 which involved the
reclassification of the item that refers to the monetary bonus earned by managers and employees
from the item profits and losses carried forward to the item other non/current liabilities. For more
details, please see Note 5.28.

During the period ended 31 August 2019 there were no assets allocated to specific businesses.

5.12 Financial liabilities

A breakdown of the item current and non-current “Financial liabilities” as at 31 August 2019 and as
at 28 February 2019 is shown below:

67
(Amounts in thousands of Euros) Period ended
31 August 2019 28 February 2019
Current financial liabilities 38,856 12,455
Non-current financial liabilities 26,434 31,112
Total financial liabilities 65,290 43,567

On 22 December 2017 a Loan Agreement was signed, “Loan Agreement”, with Banca IMI S.p.A.,
as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole Cariparma S.p.A. and Crédit
Agricole Corporate and Investment Bank – Milan Branch. The Loan Agreement was finalised on 9
January 2018 following the ending of relations and the repayment of the previous lines of credit and
the provision of new funding.

The transaction consisted of taking out three different lines of credit aimed, among other things, at
providing Unieuro with additional resources to support future growth, through acquisitions and
opening new sales outlets. The existing borrowings relating to the Euro Term and Revolving
Facilities Agreement were completely settled on 9 January 2018.
The new lines, including Euro 190.0 million of term loan amortising, including Euro 50.0 million
("Term Loan"), aimed at replacing the existing previous lines of credit and Euro 50.0 million (the
"Capex Facility"), aimed at acquisitions and investments for restructuring the network of stores, and
Euro 90.0 million of revolving facilities (the "Revolving Facility"), were taken out at significantly
better conditions compared with the existing ones, with special reference to (i) the reduction in the
interest rate; (ii) the extension of the duration by five years; (iii) the greater operational flexibility
relating to the reduction in the number of financial institutions, covenants and contractual
constraints, as well as (iv) the removal of collateral in favour of the lending banks.

The interest on the loans agreed under the scope of the Loan Agreement is a floating rate, calculated
taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events in this clause
are verified. These clauses demand compliance with a consolidated index on a twelve-month basis,
for Unieuro S.p.A. which is summarised below:
- leverage ratio (defined as the ratio between the consolidated net financial debt and Consolidated
Adjusted LTM EBITDA, as defined in the Loan Agreement);

At 31 August 2019 the covenant was calculated and complied with. The summary table is given
below:

31 August 2019 28 February 2019


Covenant Covenant
Description of covenants Contractual value Contractual value
result result
LEVERAGE RATIO < 1.80 0.65 < 1.30 0.29
Consolidated net financial debt/Consolidated Adjusted
LTM EBITDA

The Loan Agreement includes the Company's right of early repayment, in full or in part (in such a
case of minimum amounts equal to Euro 1,000,000.00) and prior notification of the Agent Bank, of
both the Term Loan and the Capex Facility. In addition, when certain circumstances and/or events
are verified, Unieuro is obliged to repay the Loan early. As at 31 August 2019 and until the date
these financial statements were prepared, no events occurred that could give rise to the early
repayment of the loan.

68
Financial liabilities as at 31 August 2019 and at 28 February 2019 are illustrated below:

Original
(Amounts in thousands of Euros) Maturity Interest rate As at 31 August 2019
amount
of which
of which
non-
Total current
current
portion
portion
Short-term lines of credit (1) n.a. 68,650 0.35% - 6.5% 29,469 29,469 -
Revolving Credit Facility Jan-23 90,000 Euribor 1m+spread - -
Current bank payables 29,469 29,469 -
Term Loan Jan-23 50,000 Euribor 3m+spread 37,500 10,000 27,500
Capex Facility Jan-23 50,000 Euribor 3m+spread - - -
Ancillary expenses on loans (2) (1,679) (613) (1,066)
Non-current bank payables and current part of non-current debt 35,821 9,387 26,434
Total 65,290 38,856 26,434
(1) The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2) The financial liabilities are recorded at the amortised cost using the effective interest rate method. The ancillary
expenses are therefore distributed over the term of the loan using the amortised cost criterion.

Original
(Amounts in thousands of Euros) Maturity Interest rate As at 28 February 2019
amount
of which
of which
non-
Total current
current
portion
portion
Short-term lines of credit (1) n.a. 75,000 0.35% - 7.0% 3,049 3,049 -
Revolving Credit Facility Jan-23 90,000 Euribor 1m+spread - -
Current bank payables 3,049 3,049 -
Term Loan Jan-23 50,000 Euribor 3m+spread 42,500 10,000 32,500
Capex Facility Jan-23 50,000 Euribor 3m+spread - - -
Ancillary expenses on loans (2) (1,982) (594) (1,388)
Non-current bank payables and current part of non-current debt 40,518 9,406 31,112
Total 43,567 12,455 31,112
(1) The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2) The financial liabilities are recorded at the amortised cost using the effective interest rate method. The ancillary
expenses are therefore distributed over the term of the loan using the amortised cost criterion.

The financial liabilities at 31 August 2019 total Euro 65,290 thousand with an increase of Euro
21,723 thousand compared to 28 February 2019. This change is due mainly to the use of the hot
money line for Euro 26,420 thousand and to the normal repayment of principal shares of the Loan
for Euro 5,000 thousand.

The loans are evaluated using the amortised cost method based on the provisions of IFRS 9 and
therefore their value is reduced by the ancillary expenses on the loans, equal to Euro 1,679 thousand
as at 31 August 2019 (Euro 1,982 thousand as at 28 February 2019).

The breakdown of the financial liabilities according to maturity is shown below:

69
Period ended
(Amounts in thousands of Euros)
31 August 2019 28 February 2019

Within 1 year 38,856 12,455


From 1 to 5 years 26,434 31,112
More than 5 years - -
Total 65,290 43,567

A breakdown of the net financial debt as at 31 August 2019 and as at 28 February 2019 is shown
below. Note that the net financial debt is presented in accordance with the provisions of Consob
Communication No. 6064293 of 28 July 2006 and in conformity with the recommendations of
ESMA/2013/319.

(Amounts in thousands of Euros) as at 31 August 2019 as at 28 February 2019


of which with of which with
Related- Related-
Parties Parties
(A) Cash 44,175 - 84,488 -
(B) Other cash and cash equivalents - - - -
(C) Securities held for trading - - - -
(D) Liquidity (A)+(B)+(C) 44,175 - 84,488 -
- of which is subject to a pledge - - -
(E) Current financial receivables - - -
(F) Current bank payables (29,469) - (3,049) -
(G) Current part of non-current debt (9,387) - (9,406) -
(H) Other current financial payables (12,788) - (7,683) -
(I) Current financial debt (F)+(G)+(H) (51,644) - (20,138) -
- of which is secured - - - -
- of which is unsecured (51,644) - (20,138) -
(J) Net current financial position (I)+(E)+(D) (7,469) - 64,350 -
(K) Non-current bank payables (26,434) - (31,112) -
(L) Bonds issued - - - -
(M) Other non-current financial payables (15,551) - (12,771) -
(N) Non-current financial debt (K)+(L)+(M) (41,985) - (43,883) -
- of which is secured - - - -
- of which is unsecured (41,985) - (43,883) -
(O) Net financial debt - IAS 17 (J)+(N) (49,454) - 20,467 -
(P) Current financial receivables - IFRS 16 1,459 - - -
(Q) Non-current financial receivables - IFRS 16 10,057 - - -
(R) Other current financial payables - IFRS 16 (57,189) - - -
(S) Other non-current financial payables - IFRS 16 (408,919) - - -
(T) Net financial debt - IFRS 16 (O)+(P)+(Q)+(R)+(S) (504,046) - 20,467 -

The increase in net financial indebtedness is due to the first-time adoption of IFRS 16, which
resulted in the recognition of net financial liabilities under leases, and the combined effect of: (i)
distribution of dividends for Euro 21.4 million approved by the Shareholders' Meeting on 18 June
2019, (ii) consideration paid in the period relating to the Ex-Pistone S.p.A. transaction, the payment
of instalments due on the purchase of the Ex-Cerioni S.p.A. business unit and the Monclick S.r.l.
equity investment for € 11.0 million, (iii) net increase in payables for investments in business
combinations for € 8.2 million, relating to the payable to Pistone S.p.A., remaining at 31 August
2019 net of the payable paid in the period relating to transactions carried out in previous years
relating to the Ex Cerioni S.p.A. equity investment unit and the purchase of the Monclick S.r.l.
equity investment., (iii) investments of € 13.9 million relating in particular to costs incurred for the
development of the network of direct stores and the refurbishment of the network of existing stores
and costs incurred for the purchase of new hardware, software, licenses and developments on
existing applications.

70
There is also a lack of comparability with 28 February 2019 due to the significant seasonal effects
of the business in which the Group operates.

The table below summarises the breakdown of the items “Other current financial payables” and
“Other non-current financial payables” for the periods ending 31 August 2019 and 28 February
2019. See note 5.14 “Other financial liabilities” for more details.

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Other financial liabilities 69,977 7,683
Shareholder funding - -
Other current loans and borrowings 69,977 7,683
Other financial liabilities 424,470 12,771
Shareholder funding - -
Other non-current loans and borrowings 424,470 12,771
Total financial payables 494,447 20,454

5.13 Employee benefits

The change in the item “Employee benefits” for the period from 28 February 2019 to 31 August
2019 and from 28 February 2018 to 31 August 2018 is shown below:

(Amounts in thousands of Euros)

Balance as at 28 February 2019 10,994


First Carini Retail consolidation 1,082
Service cost 40
Curtailment 0
Interest cost 48
Settlements/advances (235)
Actuarial (profits)/losses 867
Balance as at 31 August 2019 12,797

(Amounts in thousands of Euros)


Balance as at 28 February 2018 11,179
Service cost 39
Curtailment (50)
Interest cost 74
Settlements/advances (690)
Actuarial (profits)/losses 418
Balance as at 31 August 2018 10,970

This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment relationship is
ended. Severance pay, regulated by Article 2120 of the Italian Civil Code, is recalculated in
accordance with the provisions of IAS 19, expressing the amount of the actual value of the final
obligation as a liability, where the actual value of the obligation is calculated through the “projected
unit credit” method.

The item "First Carini Retail consolidation" refers to the assumption of the debt relating to the
Severance Pay of employees transferred under the scope of the acquisition of the stake in Carini
Retail S.r.l.: for more details, refer to Note 5.29 - "Business unit combinations".

71
Settlements recorded in the period ended 31 August 2019 relate to both severance pay advances
paid to employees during the period, and to redundancies involving the excess personnel at several
sales points which were restructured or closed and to breaks in employment with regard to
employees on fixed contracts.

Below is a breakdown of the economic and demographic recruitment used for the purpose of the
actuarial evaluations:

Period ended
Economic recruitment 31 August 2019 28 February 2019
Inflation rate 1.50% 1.50%
Actualisation rate 0.30% 0.80%
Severance pay increase rate 2.625% 2.625%

Period ended
Demographic recruitment 31 August 2019 28 February 2019
Fatality rate Demographic tables RG48 Demographic tables RG48
INPS tables differentiated by age and INPS tables differentiated by age
Disability probability
gender and gender
Reaching of minimum requirements Reaching of minimum requirements
Retirement age under the compulsory general under the compulsory general
insurance insurance
Probability of leaving 5% 5%
Probability of anticipation 3.50% 3.50%

With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a duration of 7-
10 years at the evaluation date was taken as a reference for the evaluation of this parameter.

Below is the sensitivity analysis, as at 31 August 2019, relating to the main actuarial hypotheses in
the calculation model taking into consideration the above and increasing and decreasing the average
annual turnover rate, the early request rate, the average inflation and actualisation rate, respectively
of 1%, -1%, 0.25% and -0.25%. The results are summarised in the table below:

(Amounts in thousands of Euros) Impact on DBO at 31 August 2019

Change to the parameter UNIEURO CARINI MONCLICK


1% increase in turnover rate 11,181 1,112 341
1% decrease in turnover rate 11,475 1,151 356
0.25% increase in inflation rate 11,848 1,149 356
0.25% decrease in inflation rate 11,158 1,112 340
0.25% increase in actualisation rate 11,058 1,101 338
0.25% decrease in actualisation rate 11,591 1,161 357

5.14 Other financial liabilities

A breakdown of the item current and non-current “Other financial liabilities” as at 31 August 2019
and as at 28 February 2019 is shown below:

72
(Amounts in thousands of Euros) Period ended
31 August 2019 28 February 2019
Leasing liabilities 60,378 3,262
Payables for investments in equity investments and business
9,296 4,176
units
Fair value of derivative instruments 303 245
Other current financial liabilities 69,977 7,683
Leasing liabilities 415,526 6,917
Payables for investments in equity investments and business
8,518 5,686
units
Fair value of derivative instruments 426 168
Other non-current financial liabilities 424,470 12,771
Total financial liabilities 494,447 20,454

Payables for investments in equity investments and business units


Payables owed to leasing companies amount to a total of Euro 17,814 thousand at 31 August 2019
and Euro 9,862 thousand at 28 February 2019. The increase is mainly due to the combined effect of
investments of Euro 17,400 thousand which refer to the consideration for the acquisition of 100% of
the share capital of Carini Retail S.r.l., the considerations paid in the period with regard to the
investment in Carini Retail S.r.l., the former Cerioni S.p.A. business unit and the acquisition of the
investment in Monclick S.r.l. for Euro 9,140 thousand. The existing debt cash flows as at 31 August
2019 were discounted.

Leasing liabilities
Leasing liabilities totalled Euro 475,904 thousand as at 31 August 2019 and Euro 10,179 thousand
as at 28 February 2019. The assets that are the subject of the finance lease agreement are buildings,
vehicles, furnishings, LEDs, climate control systems, servers, computers and printers. The above
payables to the leasing company are secured to the lessor via rights on the leased assets. The item
includes: (i) the liabilities for leases relating to agreements previously classified as operating leases
for which the group, following the application of the new accounting principle IFRS 16, recorded a
liability which reflects the obligation for the payment of rent of Euro 466,108 thousand and (ii) the
liabilities for leases relating to agreements previously recorded in the accounts according to the
provisions of IAS 17 which have not been subject to changes following the application of the new
accounting principle IFRS 16 for Euro 9,796 thousand. There are no hedging instruments for the
interest rates. For more details, please refer to Note 2.5.1 Changes to the accounting standards.

The cash flows relating to the item leasing liabilities are reported below.

(Amounts in thousands of Euros)


Balance as at 31 Between 12M and
Within 12M Over 60M Total
August 2019 60M
Payables to leasing companies 475,904 60,378 212,434 203,092 475,904
Total 475,904 60,378 212,434 203,092 475,904

Fair value of derivative instruments

Financial instruments for hedging, as at 31 August 2019, refer to contracts entered into with Intesa
Sanpaolo S.p.A., Banca Popolare di Milano S.p.A. and Crédit Agricole Cariparma S.p.A., hedging
the fluctuation of financial expenses related to the Loan Agreement. The financial liability stood at
Euro 729 thousand at 31 August 2019 (Euro 413 thousand at 28 February 2019). These derivative
financial transactions on the interest rates are designated as hedge accounting in accordance with
the requirements of IFRS 9 and are therefore dealt with under hedge accounting.

73
5.15 Provisions

The change in the item “Provisions” for the period from 28 February 2019 to 31 August 2019 and
from 28 February 2018 to 31 August 2018 is shown below:
(Amounts in thousands of Euros)
Onerous
Tax dispute Other disputes Restructuring Other risk
contracts Total
provision provision provision provision
provision

Balance as at 28 February 2019 3,409 3,142 124 359 2,032 9,066


- of which current portion - 502 124 359 363 1,348
- of which non-current portion 3,409 2,640 - - 1,669 7,718
Adjustment - application of IFRS 16 - - (124) 815 691
Adjustment - application of IFRIC 23 (1,018) - - (1.018)
Provisions - 338 - 281 210 829
Draw-downs/releases (183) (443) (309) (34) (969)
Balance as at 31 August 2019 2,208 3,037 - 331 3,023 8,599
- of which current portion - 276 331 290 897
- of which non-current portion 2,208 2,761 - 2,733 7,702

(Amounts in thousands of Euros)


Onerous
Tax dispute Other disputes Restructuring Other risks
contracts Total
provision provision provision provision
provision

Balance as at 28 February 2018 3,701 2,468 881 175 1,399 8,624


- of which current portion 1,051 509 814 175 379 2,928
- of which non-current portion 2,650 1,959 67 - 1,020 5,696

Adjustment at the date of the first-time


adoption of IRFS 15 - - - - (42) (42)
Acquisitions - 56 - - - 56
Provisions 33 881 - 828 283 2,025
Draw-downs/releases (358) (117) (185) (542) (55) (1,257)
Balance as at 31 August 2018 3,376 3,288 696 461 1,585 9,406
- of which current portion 703 419 630 461 383 2,596
- of which non-current portion 2,673 2,869 66 - 1,202 6,810

The "Tax dispute provision", equal to Euro 2,208 thousand as at 31 August 2019 and Euro 3,409
thousand as at 28 February 2019, was set aside mainly to hedge the liabilities that could arise
following disputes of a tax nature. The adjustment at the initial application date of IFRIC 23 refers
to the accounting treatment of liabilities relating to doubtful tax treatments from the item
"Provisions" to the item "Liabilities for current taxes". For more details, please refer to Note 2.5.1
Changes to the accounting standards.

The "Provision for other disputes", equal to Euro 3,037 thousand as at 31 August 2019 and Euro
3,142 thousand as at 28 February 2019, refers to disputes with former employees, customers and
suppliers.

The "Onerous contracts provision", equal to Euro 0 thousand as at 31 August 2019 and Euro 124
thousand as at 28 February 2019, refers to the allocation of non-discretionary costs necessary to
comply with the obligations undertaken in certain rental agreements, the adjustment for the initial
application of IFRS 16, the adjustment of the assets for the rights of use for the amount of the
allocation for onerous leases recorded in the statement of financial position at the initial application
date. For more details, please refer to Note 2.5.1 Changes to the accounting standards.

74
The “Restructuring provision”, equal to Euro 331 thousand as at 31 August 2019 and Euro 359
thousand as at 28 February 2019, refer mainly to the personnel restructuring process of the closing
outlets.

“Other provision for risks”, stood at Euro 3,023 thousand as at 31 August 2019 and Euro 2,032
thousand as at 28 February 2019. The adjustment at the initial application date of IFRS 16 refers to
the provision for expenses for the restoration of stores to their original conditions set aside to cover
the costs for restoring the property when it is handed back to the landlord in cases where the
contractual obligation is the responsibility of the tenant. For more details, please refer to Note 2.5.1
Changes to the accounting standards.

5.16 Other current liabilities and other non-current liabilities

A breakdown of the items “Other current liabilities” and “Other non-current liabilities” as at 31
August 2019 and 28 February 2019 is shown below:

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Contract liabilities 132,842 127,956
Payables to personnel 35,631 35,383
Payables for VAT 18,463 14,667
Deferred income and accrued liabilities 5,076 4,331
Payables to welfare institutions 3,785 3,638
Monetary bonus Long Term Incentive Plan 2,409 -
Payables for IRPEF (income tax) 1,099 3,037
Other tax payables 70 85
Other current liabilities 24 5
Payments on account from customers - -
Total other current liabilities 199,399 189,102
Monetary bonus Long Term Incentive Plan - 1,440
Deposit liabilities 26 26
Non-current payables to personnel - -
Total other non-current liabilities 26 1,466
Total other current and non-current liabilities 199,425 190,568

The item "Other current liabilities" increased by Euro 10,297 thousand in the year ended 31 August
2019 compared with the year ended 28 February 2019. The increase in the item recorded in the
period in question is mainly attributable to the short-term reclassification of the monetary bonus in
the share-based payment plan known as the Long-Term Incentive Plan and to the greater contract
liabilities relating to the extended warranty service. The change recorded in the payable relating to
the monetary bonus is mainly attributable to the resolution of the Shareholders' Meeting of 18 June
2019 to distribute the dividend which involved the recording of the share of the payable relating to
the component which refers to the monetary bonus accrued to managers and employees under the
plan. For more details, please see Note 5.28.

The balance of the item “Other current liabilities” is mainly composed of:

- contract liabilities of Euro 132,842 thousand as at 31 August 2019 (Euro 127,956 thousand
as at 28 February 2019) mainly due to (i) deferred revenues for warranty extension services.
Revenues from sales are recorded depending on the duration of the contract, or the period
for which a performance obligation exists making a distinction from sales pertaining to

75
future periods, (ii) payments on account received from customers, (iii) liabilities relating to
purchase vouchers and (iv) liabilities relating to sales with right of return.

- deferred income and accrued liabilities of Euro 5,076 thousand as at 31 August 2019 (Euro
4,331 thousand as at 28 February 2019) mainly relating to deferred income recorded on
revenues collected in the six-month period ended on 31 August 2019 but relative recognition
is over the fiscal year.

- payables to employees for Euro 35,631 thousand as at 31 August 2019 (Euro 35,383
thousand as at 28 February 2019) consisting of debts for outstanding wages, holidays, leave
and thirteenth and fourteenth month pay. These payables refer to items accrued but not yet
settled.

- VAT payables of Euro 18,463 thousand as at 31 August 2019 (Euro 14,667 thousand as at
28 February 2019) composed of payables resulting from the VAT settlement with regard to
August 2019.

The item "Other non-current liabilities" decreased by Euro 1,440 thousand in the year ended 31
August 2019 compared with the year ended 28 February 2019.

The balance for the item "Other non-current liabilities" is composed of deposit liabilities for Euro
26 thousand while the monetary bonus in the share-based payment plan known as the Long-Term
Incentive Plan for Euro 1,440 thousand was reclassified in the item "Other current liabilities". For
more details, please see Note 5.28.

5.17 Trade payables

A breakdown of the item “Trade payables” as at 31 August 2019 and as at 28 February 2019 is
shown below:

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Trade payables to third-parties 474,942 466,533
Trade payables to related-parties - -
Gross trade payables 474,942 466,533
Bad debt provision - amount due from suppliers 1,816 1,925
Total Trade payables 476,758 468,458

The balance includes payables relating to carrying out normal trade activities involving the supply
of goods and services.
Gross trade payables increased by Euro 8,409 thousand as at 31 August 2019 compared with 28
February 2019. The increase is due to the different business scope resulting from the acquisition of
12 Carini Retail S.r.l. sales outlets and the Pistone S.p.A. logistics platform located in Carini, which
became the chain's secondary hub and to the increase in volumes managed.

The change in the “Bad debt provision - amount due from suppliers” for the period from 28
February 2019 to 31 August 2019 and from 28 February 2018 to 31 August 2018 is shown below:

76
Bad debt provision - amount due from
(Amounts in thousands of Euros)
suppliers

Balance as at 28 February 2019 1,925


Provisions -
Releases to the Income Statement (109)
Utilisation -
Balance as at 31 August 2019 1,816

Bad debt provision - amount due from


(Amounts in thousands of Euros)
suppliers
Balance as at 28 February 2018 2,455
Provisions -
Releases to the Income Statement (127)
Utilisation (4)
Balance as at 31 August 2018 2,324

There are no payables for periods of more than 5 years or positions with a significant concentration
of payables.

5.18 Revenue

In the tables below the revenues are broken down by channel, category and geographic market. The
Group has identified just one operating segment, which is the entire company and covers all the
services and products provided to customers. The Group’s view of itself as a single omnichannel
business means that the company has identified a single Strategic Business Unit (“SBU”). For more
details, please refer to note 4 Information on operating segments. The Group's revenues are affected
by seasonal factors typical of the consumer electronics market, which records higher revenues in the
final part of every financial year.

Below is a breakdown of revenues by channel:

(in thousands of Euros and


as a percentage of Period ended Change
revenues)
31 August 2019 % 31 August 201844 % Δ %
Retail 755,850 71.3% 640,603 70.5% 115,247 18.0%
Online 112,235 10.6% 97,635 10.7% 14,600 15.0%
Indirect 119,051 11.2% 95,147 10.5% 23,904 25.1%
B2B 53,850 5.1% 62,434 6.9% (8,584) (13.7%)
Travel 18,550 1.8% 12,721 1.4% 5,829 45.8%
Total revenues by channel 1,059,536 100.00% 908,540 100.00% 150,996 16,6%

The Retail channel recorded an 18.0% increase in sales, equal to Euro 115,247 thousand, mainly as
a result of the growth in the network of direct stores, up compared with the corresponding period of
the previous year thanks to the consolidation of the former Pistone stores and the incremental
contribution of the acquisitions and the new openings brought to a conclusion in the last twelve

44
For the purpose of better representation, supplies of goods to an ongoing customer operating in the consumer electronics market without using the
Unieuro brand was reclassified from the Indirect channel to the B2B channel.

77
months. The performance of the stores was also positive on a like-for-like basis.

The Indirect channel - previously known as the Wholesale channel and which includes sales made
through the network of affiliated stores and revenues produced in large scale retailing through
partnerships with the leading industry operators at a total of 267 sales outlets - recorded revenues of
Euro 119,051 thousand, an increase of 25.1% compared with Euro 95,147 thousand in the first half
of the previous period. Growth was driven by the large-scale retailing sector, with the opening of
Unieuro by Iper shops-in-shops in the Iper La grande i hypermarkets under the scope of the
partnership made official on 10 January 2019.

The consolidated revenues of the Online channel stand at Euro 112,235 thousand, growth of 15.0%
compared with Euro 97,635 thousand in the same period of the previous year. The reasons for the
positive performance, should be sought in the Group's omnichannel strategy, which gives the
physical sales outlet the precious role of a pick-up point, to the benefit of online customers. The
continuous innovation linked to the constant release of new functions and improvements of the
platform, attention to contents and the effectiveness of digital communication campaigns have
further strengthened the competitive advantage.

The B2B channel - which targets professional domestic and foreign customers that operate in
industries other than those where Unieuro operates, such as hotel chains and banks, as well as
operators that need to purchase electronic products to be distributed to their regular customers or to
employees to accumulate points or participate in prize competitions or incentive plans (B2B2C
segment) - recorded sales of Euro 53,850 thousand, a fall of 13.7% compared with the first half of
the previous year as a result of the changes that were implemented in sales channel strategies by
suppliers.

Lastly, the Travel channel - composed of 12 direct sales outlets located at several major public
transport hubs such as airports, railway and underground stations - recorded growth of 45.8% equal
to Euro 18,550 thousand, thanks to the launch of the former DPS/Trony sales outlet located at the
Milan San Babila underground station which opened in October 2018 and the good performance of
the sales outlet located at Turin's Porta Nuova station.

Below is a breakdown of revenues by category:

(in thousands of Euros and as a


Period ended Change
percentage of revenues)

31 August 2019 % 31 August 201845 % Δ %


Grey 502.440 47,4% 437.723 48,2% 64.717 14,8%
White 306.256 28,9% 239.198 26,3% 67.058 28,0%
Brown 158.359 14,9% 154.342 17,0% 4.017 2,6%
Services 48.240 4,6% 38.901 4,3% 9.339 24,0%
Other products 44.241 4,2% 38.376 4,2% 5.865 15,3%

Total revenues by category 1.059.536 100,0% 908.540 100,0% 150.996 16,6%

The Grey category - namely cameras, video cameras, smartphones, tablets, computers and laptops,
monitors, printers, accessories for telephone systems, as well as all wearable technological products,

45The segmentation of sales by product category takes place on the basis of the classification adopted by the main sector experts. Note therefore that
the classification of revenues by category is revised periodically in order to guarantee the comparability of Group data with market data.

78
fell to 47.4% of total revenues, generating sales of Euro 502,440 thousand, an increase of 14.8%
compared with the figure of Euro 437,723 thousand for the first half of the previous year thanks to
the positive performance of the Telephone systems sector, which benefited from the mix movement
towards the top of the range and the good performance of several new models, as well as the
positive performance of laptop sales.

The White category, composed of large appliances (MDA) such as washing machines, tumble
dryers, refrigerators or freezers and ovens, small appliances (SDA), such as vacuum cleaners,
kettles, coffee machines as well as the climate control segment - recorded sales of Euro 306,256
thousand, growth of 28.0%. In addition to the consolidation of the ex-Piston stores, historically
strong in the sale of household appliances, the excellent performance is attributable to the success of
the suction sector and the increase in sales of air conditioners, facilitated by a favorable summer
season.

The Brown category - which includes televisions and related accessories, audio devices, devices for
smart TVs and car accessories, as well as memory systems - recorded growth in revenues in the
period in question of Euro 158,359 thousand (+2.6% compared with the Euro 154,342 thousand
recorded as at 31 August 2018). In the previous half-year consolidated financial report, the category
result had benefited from the higher sales caused by the football world cup, while the half-year
ended August 31, 2019 on the other hand was affected by lower sales through the B2B channel.

The Services category recorded growth of 24.0% in consolidated revenues thanks to the expansion
of the sales network and the Unieuro Group's continued focus on the provision of services to its
customers, specifically extended warranties and fees from customers signing new consumer credit
contracts.

The Other products category recorded an increase in consolidated revenues of 15.3%; this group
includes both the sales of the entertainment sector and other products not included in the consumer
electronics market such as e-mobility. The category was affected positively by the good
performance of sales of cooking and tableware accessories and luggage compartment.

The table below contains a breakdown of the revenues per geographical area:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 201872
Abroad 2,237 2,027
Italy 1,057,299 906,513
Total 1,059,536 908,540

5.19 Other income

Below is a breakdown of the item "Other income" for the financial years ended 31 August 2019 and
31 August 2018:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Rental and lease income 74 852
Other income 717 380

79
Insurance reimbursements 49 33
Total Other Income 840 1,265

The item mainly includes income from the leasing of IT equipment to affiliates and insurance pay
outs relating to theft or damage caused to stores. The decrease recorded in the period is due to the
application of the new accounting principle IFRS 16 in particular, the Group reassessed the
classification of the sub-leases in which it is the landlord and on the basis of the information
available it reclassified the sub-leases as finance leases. For more details, please refer to paragraph
2.5.1 Changes to the accounting standards.

5.20 Purchases of materials and external services

Below is a breakdown of the item "Purchases of materials and external services" for the financial
years ended 31 August 2019 and 31 August 2018:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Purchase of goods 857,545 711,099
Logistics 31,640 23,723
Marketing 27,120 23,752
Utilities 7,974 6,898
Maintenance and rental charges 7,137 6,057
Building rental and expenses 5,315 35,195
General sales expenses 4,722 4,307
Other costs 4,332 5,150
Consulting 4,141 4,321
Purchase of consumables 3,098 2,435
Travel expenses 1,525 1,303
Payments to administrative and supervisory bodies 350 415
Total Purchases of materials and external services 954,899 824,655
Changes in inventory (31,362) (7,051)
Total, including the change in inventories 923,537 817,604

The item “Purchases of materials and external services”, taking into account the item “Change in
inventories”, rose from Euro 817,604 thousand in the six-month period ended 31 August 2018 to
Euro 923,537 thousand in the six-month period ended 31 August 2019, an increase of Euro 105,933
thousand or 13.0%.

The main increase is attributable to the item "Purchase of goods" for Euro 146,446 thousand with
the increase due to the different business scope resulting from the acquisition of 12 Carini Retail
S.r.l. sales outlets and the Pistone S.p.A. logistics platform located in Carini, which became the
chain's secondary hub and to the increase in volumes managed.

The item "Building rental and expenses" fell by Euro 29,880 thousand compared with 31 August
2019 or 84.9%. The fall recorded in the period is due to the application of the new accounting
principle IFRS 16 which changed the accounting treatment of rent relating to lease agreements. In
detail, the different nature, qualification and classification of expenses, with the recording of
"Depreciation and amortisation of the rights of use of assets" and "Financial expenses for interest
connected with the rights of use", in place of rental fees for operating leases, as per IAS 17, has led

80
to a positive impact on the item "Building rental and expenses" and on Gross Operating Profit for
the Group. For more details, please refer to Note 2.5.1 Changes to the accounting standards.

The item “Logistics” increased by Euro 23,723 thousand at 31 August 2018 to Euro 31,640
thousand at 31 August 2019. The performance is mainly attributable to the increase in sales
volumes and the ever-increasing weighting of home deliveries as a result of the increase recorded in
requests for non-standard delivery services (timed delivery slot, delivery to a specified floor, etc.)
and promotional campaigns which include free delivery.

The item “Marketing” increased by Euro 23,752 thousand as at 31 August 2018 to Euro 27,120
thousand as at 31 August 2019. Marketing and advertising were structured and planned to direct
potential customers to physical sales outlets and to the Online channel. In line with the trend in the
year ended 28 February 2019, there was a fall in the weighting of traditional marketing activities
offset by the increase in the weighting of digital marketing activities.

The item "Utilities" increased by Euro 1,076 thousand compared with 31 August 2018 or 15.6%
with the increases mainly due to the different business scope following the acquisition of 12 Carini
Retail S.r.l. sales outlets and the Pistone S.p.A. logistics platform located in Carini, which became
the chain's secondary hub.

The item “General sales expenses” increased from Euro 4,307 thousand at 31 August 2018 to Euro
4,722 thousand at 31 August 2019. The item mainly includes costs for commission on sales
transactions with the increase due to the increase in turnover.

The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and security.
The item fell by Euro 818 thousand compared with 31 August 2018 or 15.9% with the decrease
mainly relating to the fall in insurance costs.

The item "Consultancy" fell from Euro 4,321 thousand as at 31 August 2018 to Euro 4,141
thousand as at 31 August 2019, essentially in line with the previous year.

5.21 Personnel costs

Below is a breakdown of the item "Personnel costs" for the financial years ended 31 August 2019
and 31 August 2018:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Salaries and wages 65,624 58,483
Welfare expenses 20,126 17,397
Severance pay 4,035 4,005
Other personnel costs 1,294 1,381
Total personnel costs 91,079 81,266

Personnel costs went from Euro 81,266 thousand in the year ended 31 August 2018 to Euro 91,079
thousand in the year ended 31 August 2019, an increase of Euro 9,813 thousand or 12.1%.

81
The item "Salaries and wages" increased by Euro 7,141 thousand, or around 12.2%, with the
increase mainly attributable to an increase in the number of employees following the acquisition
and opening of new stores.

The item “Other personnel costs”, was equal to Euro 1,294 thousand at 31 August 2019 (Euro 1,381
thousand at 31 August 2018); this item mainly includes the reporting of the cost for the share-based
payment plan known as the Long-Term Incentive Plan. Refer to Note 5.28 for more details about
the share-based payment agreements.

5.22 Other operating costs and expenses

Below is a breakdown of the item "Other operating costs and expenses" for the financial years
ended 31 August 2019 and 31 August 2018:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Non-income-based taxes 3,048 2,850
Provision for supplier bad debts (109) (254)
Bad debt provision (66) -
Other operating expenses 728 79
Total other operating costs and expenses 3,601 2,675

"Other operating costs and expenses" went from Euro 2,675 thousand in the year ended 31 August
2018 to Euro 3,601 thousand in the year ended 31 August 2019, an increase of Euro 926 thousand
or 34.6%.

This increase is due to the combined effect of: (i) an increase in levies and taxes not on income and
other management expenses and (ii) a fall in the write-down of receivables deemed of doubtful
recoverability.

The item “Other operating costs” includes costs for charities, customs and capital losses.

5.23 Depreciation, amortisation and impairments

Below is a breakdown of the item "Depreciation, amortisation and impairments" for the financial
years ended 31 August 2019 and 31 August 2018:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Depreciation of tangible fixed assets 10,518 8,687
Amortisation of assets for rights of use 30,864 -
Amortisation of intangible fixed assets 3,225 3,196
Write-downs/(write backs) of tangible and intangible fixed assets 117 762
Total depreciation, amortisation and write-downs 44,724 12,645

The item "Depreciation, amortisation and write-downs" went from Euro 12,645 thousand in the
year ended 31 August 2018 to Euro 44,724 thousand in the year ended 31 August 2019, a rise of
Euro 32,079 thousand. The increase is attributable to: (i) the application of the new accounting

82
principle IFRS 16 which changed the accounting treatment of rent relating to lease agreements. In
detail, there was a different nature, qualification and classification of expenses, with the recording
of "Depreciation and amortisation of assets for rights of use" and "Financial expenses for interest
connected with rights of use", in place of rental fees for operating leases, as per the previous
accounting principle IAS 17. For more details, please refer to paragraph 2.5.1 Changes to the
accounting principles and to the progressive growth of investments made in recent years also linked
to new acquisitions.

The item “Write-downs/(write-backs) of tangible and intangible fixed assets" decreased in the year
ended 31 August 2019 compared with the year ended 31 August 2018 mainly as a result of smaller
losses on assets recorded in the period. The item also includes the write-down of the assets relating
to the stores for which onerous contracts were identified, in other words rental agreements in which
the non-discretionary costs necessary for fulfilling the obligations undertaken outweigh the
economic benefits expected to be obtained from the contract.

5.24 Financial income and Financial expenses

Below is a breakdown of the item "Financial income" for the financial years ended 31 August 2019
and 31 August 2018:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Interest income 1 12
Other financial income 52 1,559
Total financial income 53 1,571

"Financial income" went from Euro 1,571 thousand in the year ended 31 August 2018 to Euro 53
thousand in the year ended 31 August 2019, a decrease of Euro 1,518 thousand. The change is
mainly due to the fact that in the previous year there was income from the removal of the
acquisition debt for Monclick S.r.l. of Euro 1,500 thousand recorded following the signing which
took place on 1 August 2018 of the settlement agreement with Project Shop Land S.p.A..

The breakdown of the item "Financial expenses" is given below:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Interest expense on bank loans 1,304 1,501
Other financial expense 5,331 770
Total Financial Expenses 6,635 2,271

"Financial expense" went from Euro 2,271 thousand in the year ended 31 August 2018 to Euro
6,635 thousand in the year ended 31 August 2019, an increase of Euro 4,364 thousand or 192.2%.

The item "Interest expense on bank loans" fell at 31 August 2019 by Euro 197 thousand compared
with the same period of the previous year, as a result of the improved conditions with regard to
interest rates and the greater operational flexibility related to the reduction in the number of
financial institutions, covenants and contractual constraints, as well as the removal of collateral in
favour of the lending banks.

83
The item "Other financial expenses" stood at Euro 5,331 thousand as at 31 August 2019 (Euro 770
thousand as at 31 August 2018). The change is due to the adoption by the company of the new
accounting principle IFRS 16. For more details, please refer to paragraph 2.5.1 of this Report.

5.25 Income taxes

Below is a breakdown of the item "Income taxes" for the financial years ended 31 August 2019 and
31 August 2018:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Current taxes (241) 1,505
Deferred taxes 273 (1,591)
Tax provision allocation - (33)
Total 32 (119)

The table below contains the reconciliation of the theoretical tax burden with the actual one:

(In thousands of Euros and as a percentage of the profit before tax) Period ended
31 August 2019 % 31 August 2018 %
Profit of period before taxes (9,115) (5,085)
Theoretical income tax (IRES) 2,195 24.0% 1,220 24.0%
IRAP (188) 2.1% 954 (18.8%)
Tax effect of permanent differences and other differences (1,975) 21.6% (2,260) 44.4%
Tax for the period 32 (86)
Accrual to/(release from) tax provision 0 (33)
Total taxes 32 (119)
Actual tax rate (0.3%) 2.3%

The charge for income taxes is measured based on the best estimate of the Company Management
for the annual weighted average tax rate expected for the full year, applying it to the profit before
tax for the period applied to the individual entities.
For details of the tax impacts resulting from the application of the new accounting principle IFRS
16, please refer to note 2.5.1 Changes to the accounting principles.

Note that from the year ended 28 February 2019, Unieuro S.p.A. exercised the option for the
Domestic Tax Consolidation regime in its capacity as a "Consolidating Company" (pursuant to
article 117 of Presidential Decree 917 of 22/12/1986) together with the "Consolidated Company”
Monclick S.r.l. The option makes it possible to determine the IRES (corporate income tax) due on a
tax base which corresponds to the algebraic sum of the taxable revenue and tax losses of the
individual companies that are included in the Consolidation.

The item “Allocation to tax provision” went from a provision of Euro 33 thousand in the six-month
period ended 31 August 2018 to a provision of Euro 0 thousand in the six-month period ended 31
August 2019.

5.26 Basic and diluted earnings per share

84
The basic earnings per share are calculated by dividing the result for the consolidated period by the
average number of ordinary shares. The details of the calculation are given in the table below:

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Result for the period/financial year [A] (9,115) (5,204)
Number of shares (in thousands) taken into consideration for the purpose of
20,000 20,000
calculating the basic and diluted earnings per share [B] (1)
Basic and diluted earnings per share (in Euro) [A/B] (0.46) (0.26)
(1) The average number of shares (in thousands) considered for the purpose of calculating the basic earnings per share
was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.

The table below gives the breakdown of the calculation of the diluted earnings per share.

(Amounts in thousands of Euros) Period ended


31 August 2019 31 August 2018
Result for the period/financial year [A] (9,115) (5,204)

Average number of shares (in thousands) [B] 20,000 20,000

Effect of share options on the issue [C] 0 0


Diluted earnings per share (in Euro) [A/(B+C)] (0.46) (0.26)
(1) The average number of shares (in thousands) considered for the purpose of calculating the diluted earnings per share
was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.
(2) The effect of the share options on the issue, considered for the purpose of calculating the result for the diluted earnings
per share refers to the shares assigned under the share-based payment plan known as the Long Term Incentive Plan
which, as required by IFRS 2 can be converted based on the conditions accrued in the respective financial years.

5.27 Statement of cash flows

The key factors that affected cash flows in the three years are summarised below:

Net cash flow generated/(absorbed) by operating activities


Period ended
(Amounts in thousands of Euros)
31 August 2019 31 August 2018

Cash flow from operations


Profit (loss) for the consolidated period (9,115) (5,204)
Adjustments for:
Income taxes (32) 119
Net financial expenses (income) 6,582 700
Depreciation, amortisation and write-downs 44,724 12,645
Other changes 287 320

42,446 8,580
Changes in:
- Inventories (31,362) (7,271)
- Trade receivables (10,917) (17,577)
- Trade payables 9,097 (4,992)
- Other changes in operating assets and liabilities 10,033 3,855

Cash flow generated/(absorbed) by operating activities (23,149) (25,985)

Taxes paid - (741)


Interest paid (6,280) (1,617)

Net cash flow generated/(absorbed) by operating activities 13,017 (19,763)

85
The Consolidated net cash flow generated/(used) by operating activities was positive by Euro
13,017 thousand (negative by Euro 19,763 thousand in the first half of the previous year ended 31
August 2018). This improvement is mainly due to: (i) the application of the new accounting
principle IFRS 16 which involved a different classification of the cash flow for operating lease
agreements from the item "Net cash flow generated/(used) by operating activities" to the item "Net
cash flow generated/(used) by investing activities" and (ii) the increase in the Group's operating
profit performance and the management of net working capital, which is affected by the seasonality
of the business and the different promotional calendar compared with the six-month period ended
31 August 2018. Specifically, there was an increase in the value of inventories more than offset by
the positive impact in terms of cash from the increase in trade payables and the fall in trade
receivables.

Cash flow generated (absorbed) by investment activities


Period ended
(Amounts in thousands of Euros) 31 August 2019 31 August 2018
Cash flow from investment activities
Purchases of plant, equipment and other assets (8,027) (6,611)
Purchases of intangible assets (5,839) (1,799)
Assets for rights of use (27,873) -
Investments for business combinations and business units (11,040) (3,400)
Net cash inflow from acquisition 10 -
Cash flow generated/(absorbed) by investing activities (52,769) (11,810)

Investment activities absorbed liquidity of Euro 52,769 thousand and Euro 11,810 thousand,
respectively, in the six-month periods ended 31 August 2019 and 31 August 2018.

With reference to the six-month period ended 31 August 2019, the Company's main requirements
involved:

- Assets for rights use of Euro 27,873 thousand, specifically the application of the new
accounting principle IFRS 16 which involved a different classification of the cash flow for
operating lease agreements from the item "Net cash flow generated/(absorbed) by operating
activities" to the item "Net cash flow generated/(absorbed) by investing activities".

- Investments in companies and business units of Euro 11,040 thousand; the investments in
question refer to the amount of the purchase price paid under the scope of the transaction for
the acquisition of the former Pistone S.p.A. and the instalments of the payment due in the
period with reference to the business unit of the former Cerioni S.p.A. and the acquisition of
the equity investment in Monclick S.r.l.

- investments in plant, machinery and equipment of Euro 8,027 thousand, mainly relate to
interventions at sales outlets opened, relocated or renovated during the half-year;

- investments in intangible fixed assets of Euro 5,839 thousand relate to costs incurred for
purchasing new hardware, software and licences as well as the development of existing
applications with a view to the digitalisation of stores and the launch of advanced
functionalities for the online platforms with the objective of making each customer's
omnichannel experience increasingly more practical and pleasant.

Cash flow generated/(absorbed) by financing activities


Period ended
(Amounts in thousands of Euros)
31 August 2019 31 August 2018

Cash flow from investment activities


Increase/(Decrease) in financial liabilities 21,311 14,021
Increase/(Decrease) in other financial liabilities (472) (737)
Distribution of dividends (21,400) (20,000)

86
Cash flow generated/(absorbed) by financing activities (561) (6,716)

Financing absorbed liquidity of Euro 561 thousand in the six months ended 31 August 2019 and
Euro 6,716 thousand for the six-month period ended 31 August 2018.

The cash flow from financing at 31 August 2019 mainly reflects (i) an increase in financial
liabilities of Euro 21,311 thousand mainly due to the use of the hot money line for Euro 26,420
thousand and the normal repayment of principal of the loan for Euro 5,000 thousand and (ii) the
distribution of a dividend of Euro 21,400 thousand as approved by the Shareholders' Meeting of 18
June 2019.

5.28 Share-based payment agreements

Long Term Incentive Plan

On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the adoption of
a stock option plan known as the Long-Term Incentive Plan (hereinafter the "Plan" or “LTIP”)
reserved for Executive Directors, associates and employees (executives and others) of Unieuro. The
Plan calls for assigning ordinary shares derived from a capital increase with no option rights
pursuant to Art. 2441, paragraphs 5 and 8 of the Italian Civil Code approved by Unieuro's
Shareholders’ Meeting on the same date.
The Plan specifies the following objectives: (i) focusing the attention of the recipients on the
strategic factors of Unieuro and the Group, (ii) retaining the recipients of the plan and encouraging
their remaining with Unieuro and/or other companies of the Group, (iii) increasing the
competitiveness of Unieuro and the Group in their medium-term objectives and identifying and
facilitating the creation of value both for Unieuro and the Group and for its shareholders, and (iv)
ensuring that the total remuneration of recipients of the Plan remains competitive in the market.
The implementation and definition of specific features of the Plan were referred to the same
Shareholders’ Meeting for specific definition by the Unieuro Board of Directors. On 29 June 2017,
the Board of Directors approved the plan regulations for the plan (hereinafter the “Regulations”)
whereby the terms and conditions of the implementation of the Plan were determined.
The Plan was signed by the Recipients in October 2017. The parties expressly agreed that the
effects of granting rights should be retroactive to 29 June 2017, the date of approval of the
regulations by the Board of Directors.
The Regulations also provide for the terms and conditions described below:

- Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);

- Recipients: the Plan is addressed to Directors with executive type positions, associates and
employees (managers and others) of Unieuro ("Recipients") that were identified by the
Board of Directors within those who have an ongoing employment relationship with
Unieuro and/or other companies of the Group. Identification of the Recipients was made on
the basis of a discretionary judgment of the Board of Directors that, given the purpose of the
Plan, the strategies of Unieuro and the Group and the objectives to be achieved, took into
account, among other things, the strategic importance of the role and impact of the role on
the pursuit of the objective;

- Object: the object of the Plan is to grant the Recipients option rights that are not transferable
by act inter vivos for the purchase or subscription against payment of ordinary shares in
Unieuro for a maximum of 860,215 options, each of which entitling the bearer to subscribe
one newly issued ordinary share (“Options”). If the target is exceeded with a performance of

87
120%, the number of Options will be increased up to 1,032,258. A share capital increase
was approved for this purpose for a nominal maximum of Euro 206,452, in addition to the
share premium, for a total value (capital plus premium) equal to the price at which
Unieuro’s shares will be placed on the MTA through the issuing of a maximum of 1,032,258
ordinary shares;

- Granting: the options will be granted in one or more tranches and the number of Options in
each tranche will be decided by the Board of Directors following consultation with the
Remuneration Committee;

- Exercise of rights: the subscription of the shares can only be carried out after 31 July 2020
and within the final deadline of 31 July 2025;

- Vesting: the extent and existence of the right of every person to exercise options will happen
on 31 July 2020 provided that: (i) the working relationship with the Recipient persists until
that date, and (ii) the objectives are complied with, in terms of distributable profits, as
indicated in the business plan on the basis of the following criteria:

o in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;

o if 85% of the expected results are achieved, only half the options will be eligible for
exercise;

o if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;

o if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.

- Exercise price: the exercise price of the Options will be equal to the issue price on the day of
the IPO amounting to Euro 11 per share;

- Monetary bonus: the recipient who wholly or partly exercises their subscription rights shall
be entitled to receive an extraordinary bonus in cash of an amount equal to the dividends
that would have been received at the date of approval of this Plan until completion of the
vesting period (29 February 2020) with the exercise of company rights pertaining to the
Shares obtained during that year with the exercise of Subscription Rights

- Duration: the Plan covers a time horizon of five years, from 2018-2025.

In the financial statements the evaluation of the probable market price of the options is recorded
using the binomial method. The theories underlying the calculation were (i) volatility, (ii) the risk
rate (equal to the return of Eurozone zero-coupon government bond securities maturing close to the
date on which the exercising of the options is scheduled), (iii) the exercise deadline equal to the
period between the grant date and the exercise date of the option and (iv) the amount of dividends
anticipated. Lastly, consistent with the requirements of IFRS 2, the probability of Recipients leaving
was taken into account and the probability of achieving performance targets is 100%.

In determining the fair value at the allocation date of the share-based payment, the following data
was used:

88
Fair value at grant date €7.126
Price of options at grant date €16.29
Exercise price €11.00
Anticipated volatility 32%
Option maturity 5.5 years

Expected dividends Projected dividends 2018-2020

Risk-free interest rate (based on government bonds) 0%

The number of outstanding options is as follows:

Number of options
31 August 2019

Existing at the start of the period 831,255

Exercised during the period -

Granted during the period 25,633

Contribution from merger -

Withdrawn during the period (bad leaver) (8,602)

Existing at the end of the period 848,286


Not allocated at the beginning of period 28,960
Exercisable at the end of the period -

Not granted at the end of the period 11,929

5.29 Business unit combinations

Acquisition of the Carini Retail S.r.l. business unit

On 1 March 2019 Unieuro concluded a contract for the acquisition of 100% of the share capital of
Carini Retail S.r.l. (hereinafter also “Carini Retail”). The price agreed by the parties was Euro
17,400 thousand. Through this acquisition, Unieuro announced its launch in Sicily, a region of five
million inhabitants where it had a limited presence until them.

The closing of the acquisition was formalised with the acquisition by Unieuro of a newly
established company (Carini Retail S.r.l.) to which Pistone S.p.A. conferred the business unit with
12 stores including the rental agreements, equipment and sales personnel, as well as the payables to
personnel at the closing date.

Unlike the transactions completed until then, Unieuro also acquired the stocks of merchandise of
Pistone S.p.A. separately. This made it possible to accelerate the reopening of the stores under the
Unieuro banner, thereby guaranteeing customers' continuity of service and minimizing the
extraordinary costs related to the days of enforced closure ( M&A costs).

Alongside the integration of the former Expert shops, Unieuro began using the Pistone S.p.A.
logistics platform, also located in Carini, which became the chain's secondary hub directly servicing
the central Piacenza platform.

Unieuro will therefore successfully manage to considerably improve service to Sicilian customers
and to develop cost synergies for direct and indirect sales outlets in Sicily and in Calabria, as well
as home deliveries to online customers.

89
The values relating to the assets acquired and the liabilities assumed were reflected in the financial
statements from the date of acquisition of control by Unieuro namely 1 March 2019.
The amounts reported with reference to the assets acquired and liabilities assumed at the acquisition
date are summarised below:

Acquired assets Recognised Assets


(Amounts in thousands of Euros) Identifiable assets (liabilities) IFRS Transition
(liabilities) (Liabilities)
Acquisition of Financial Employee
Business unit Personnel Total
stocks leasing benefits
Plant, machinery, equipment and
other assets and intangible assets 1.935 44 1.979
with finite useful life
Assets for rights of use 33.952 33.952
Deferred tax assets 38 38
Other current assets 88 88
Inventories (1.889) (1.889)
Cash and cash equivalents 10 10
Other current liabilities (1.330) (10) (1.340)
Employee benefits (869) (78) (136) (1.082)
Other financial liabilities (33.996) (33.996)
Total net identifiable assets (254) (1.889) 0 0 (98) (2.241)

The following table briefly describes the preliminary goodwill recognised at the time of
combination:

1 March
(Amounts in thousands of Euros)
2019
Transaction consideration (A) (17,400)
% Acquired 100%
Shareholders’ Equity of NewCo (B) (254)
Identifiable assets (liabilities) (C) (1,889)
Other current assets 88
Other current liabilities (10)
Employee benefits (78)
Inventories (1,889)
IFRS Transition (D) (98)
Plant, machinery, equipment and other assets and
intangible assets with finite useful life and Assets 33,996
for rights of use
Deferred tax assets 38
Employee benefits (136)
Other financial liabilities (33,996)
Excess Price to be Allocated (A+B+C+D) (19,641)
Key Money 2,270
Residual goodwill 17,371
Retail 17,371

As required by IFRS 3, the intangible assets were recorded separately from goodwill and recorded
at their fair value on the acquisition date, which meets the requirements under IAS 38. The Key
Money paid for the opening of the sales outlets was considered as a pay-out cost related to a real
estate lease and feature a relation between the location of the sales outlet and factors such as the
number of visitors, the prestige of having a sales outlet in a certain location and a presence in an
area where there is a competitor. The Group used external consultants with proven experience to

90
evaluate the fair value who, using evaluation methods in line with the best professional practices,
estimated the value of the Key Money at Euro 2,270 thousand.
The residual goodwill measured during the business combination of Euro 17,371 thousand was
allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel distribution
channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities and
contingent liabilities (of the acquired business). If new information obtained during one year from
the acquisition date, relating to facts and circumstances existing at the acquisition date, leads to
adjusting the amounts indicated or any other fund existing at the acquisition date, accounting for the
acquisition will be revised. There are not expected to be any significant variations compared with
what has already been accounted for.

6. RELATED-PARTY TRANSACTIONS

The tables below summarise the Group's credit and debt relations with related parties as at 31
August 2019 and as at 28 February 2019:

(Amounts in thousands of Euros) Credit and debt relations with related-parties as at 31 August 2019
Impact
Total
Italian Pallacanestro on
Statutory Board of Main balance
Type Electronics Forlì 2015 s.a Total balance
Auditors Directors managers sheet
Holdings r.l. sheet
item
item
As at 31 August 2019
Other current liabilities - (43) (115) (1,892) - (2,050) (199,399) 1.0%
Total - (43) (115) (1,892) - (2,050)

(Amounts in thousands Credit and debt relations with related-parties as at 28 February


of Euros) 2019
Total Impact on
Pallacanestro Statutory
Type Board of Directors Main managers Total balance balance sheet
Forlì 2015 s.a r.l. Auditors
sheet item item
As at 28 February
2019
Other current liabilities - (96) (233) (278) (607) 189,103 (0.3%)
Other non-current
liabilities - - - (1,440) (1,440) 1,466 (98.2%)
Total - (96) (233) (1,718) (2,047)

The following table summarises the economic relations of the Group to related parties as at 31
August 2019 and as at 31 August 2018:

(Amounts in thousands of Euros) Economic relations with related-parties as at 31 August 2019


Impact
Total
Italian Pallacanestro on
Statutory Board of Main balance
Type Electronics Forlì 2015 s.a Total balance
Auditors Directors managers sheet
Holdings r.l. sheet
item
item
As at 31 August 2019
Purchases of materials and
- (49) (283) - (193) (525) (954,899) 0.1%
external services
Personnel costs - - - (2,499) - (2,499) (91,079) 2.7%
Total - (49) (283) (2,499) (193) (3,024)

(Amounts in thousands of
Economic relations with related-parties as at 31 August 2018
Euros)

91
Italian Rhône Total Impact on
Statutory Board of Main
Type Electronics Capital II Total balance balance
Auditors Directors managers
Holdings L.P. sheet item sheet item
As at 31 August 2018
Purchases of materials and
external services - (48) - (320) - (368) (824,655) 0.0%
Personnel costs - - - - (2,527) (2,527) (81,266) 3.1%
Total - (48) - (320) (2,527) (2,895)

With regard to the periods under consideration, credit/debt and economic relations with related-
parties mainly refer to:

- Stock option plan known as the Long-Term Incentive Plan reserved to Executive directors,
contractors and employees of Unieuro. The Plan calls for assigning ordinary shares derived
from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of
the Italian Civil Code;

- relations with Directors and Main Managers, summarised in the table below:

Main managers
Period ended 31 August 2019 Period ended 28 February 2019

Chief Executive Officer - Giancarlo Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli

Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco

The gross pay of the main managers includes all remuneration components (benefits, bonuses and
gross remuneration).

The table below summarises the Group's cash flows with related-parties as at 31 August 2019 and
31 August 2018:

(Amounts in thousands
of Euros)

Italian Rhône Pallacanestro Impact on


Statutory Board of Total balance
Type Electronics Capital II Main managers Forlì 2.015 s.a Total balance sheet
Auditors Directors sheet item
Holdings L.P. r.l. item

Period from 1 March


2019 to 31 August
2019

Net cash flow


generated/(absorbed) - (102) - (401) (885) (193) (1,581) (13,016) 12.1%
by operating activities

Cash flow
generated/(absorbed) (7,233) - - - - - (7,233) (561) 1289.3%
by financing activities

Total (7,233) (102) - (401) (885) (193)

Period from 1 March


2018 to 31 August
2018

92
Net cash flow
generated/(absorbed) - (75) - (353) (2,144) - (2,572) (19,763) 13.0%
by operating activities

Cash flow
generated/(absorbed) (6,760) - - - - - (6,760) (6,716) 100.7%
by financing activities

Total (6,760) (75) - (353) (2,144) -

7. OTHER INFORMATION

Contingent liabilities

Based on the information currently available, the Directors of the Company believe that, at the date
of the approval of these financial statements, the provisions set aside are sufficient to guarantee the
correct representation of the financial information.

Guarantees granted in favour of third-parties

(Amounts in thousands of Euros) Period ended


31 August 2019 28 February 2019
Guarantees and sureties in favour of:
Parties and third-party companies 47,907 47,283
Total 47,907 47,283

Information on the obligations of transparency in the system of public funds (Law no.
124/2017 Article 1, paragraphs 125-129)

As required by the laws on transparency and public funds introduced by article 1, paragraphs 125-
129 of Law no. 124/2017 later supplemented by "safety" Decree Law no. 113/2018 and by
"simplification" Decree Law no. 135/2018, refer to the national register of state aid. Note that the
Group benefited from general measures that can be used by all businesses and which come under
the general structure of the reference system defined by the State such as, by way of example and
not exhaustively, concessions relating to super and hyper depreciation. In the six-month period
ended 31 August 2019, the Group did not receive further subsidies, contributions and economic
advantages of any kind from the public administration or similar parties, from subsidiaries of public
administrations and from government-owned companies.

Subsequent events

No significant events occurred after 31 August 2019.

22 October 2019

93
CERTIFICATION OF THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL
STATEMENTS AS AT 31 AUGUST 2019 PURSUANT TO ARTICLE 81-TER OF THE CONSOB
REGULATION 11971 OF 14 MAY 1999 AS SUBSEQUENTLY AMENDED AND INTEGRATED

The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive Officer of
Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive responsible for the preparation of
the Company’s financial statements, pursuant to Article 154-bis, paragraphs 3 and 4, of the Italian
Legislative Decree 58 of 24 February 1998, hereby certify:
• the adequacy in relation to the company’s characteristics; and
• the effective implementation of the administrative and accounting procedures for the preparation of the
condensed half-year consolidated financial statements of the Unieuro Group at 31 August 2019.

It is also hereby certified that the condensed half-year consolidated financial statements at 31 August 2019:
• were prepared in accordance with the applicable international accounting standards recognised in the
European Community pursuant to Regulation (EC) 1606/2002 of the European Parliament and of the
Council of 19 July 2002;
• correspond to the results of the books and accounting records;
• provide a true and accurate representation of the balance sheet, income statement and financial position of
the issuer.

The Unieuro Group Interim Director's Report as at 31 August 2019 includes an analysis of the performance
and results of the management and on the issuer’s situation, along with a description of the main risks and
uncertainties to which it is exposed.

22 October 2019

94
KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it

(Translation from the Italian original which remains the definitive version)

Report on review of condensed interim consolidated financial


statements

To the shareholders of
Unieuro S.p.A.

Introduction
We have reviewed the accompanying condensed interim consolidated financial
statements of the Unieuro Group (the “group”), comprising the statement of financial
position, the income statement, the statements of comprehensive income, cash flows
and changes in equity and notes thereto, as at and for the six months ended 31
August 2019. The parent’s directors are responsible for the preparation of these
condensed interim consolidated financial statements in accordance with the
International Financial Reporting Standard applicable to interim financial reporting
(IAS 34), endorsed by the European Union. Our responsibility is to express a
conclusion on these condensed interim consolidated financial statements based on
our review.

Scope of review
We conducted our review in accordance with Consob (the Italian Commission for
Listed Companies and the Stock Exchange) guidelines set out in Consob resolution
no. 10867 dated 31 July 1997. A review of condensed interim consolidated financial
statements consists of making inquiries, primarily of persons responsible for financial
and accounting matters, applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with International
Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion on the
condensed interim consolidated financial statements.

Conclusions
Based on our review, nothing has come to our attention that causes us to believe that
the condensed interim consolidated financial statements of the Unieuro Group as at

Società per azioni


PEC Capitale sociale
kpmgspa@pec.kpmg.itAncona Euro 10.345.200,00 i.v.
Aosta Bari Bergamo Bologna Registro Imprese Milano e
Bolzano Brescia Codice Fiscale N. 00709600159
Catania Como Firenze Genova R.E.A. Milano N. 512867
Lecce Milano Napoli Novara Partita IVA 00709600159
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del Padova Palermo Parma Perugia VAT number IT00709600159
network KPMG di entità indipendenti affiliate a KPMG International Pescara Roma Torino Treviso Sede legale: Via Vittor Pisani, 25
Cooperative (“KPMG International”), entità di diritto svizzero. Trieste Varese Verona 20124 Milano MI ITALIA
Unieuro Group
Report on review of condensed interim consolidated financial statements
31 August 2019

and for the six months ended 31 August 2019 have not been prepared, in all material
respects, in accordance with the International Financial Reporting Standard applicable
to interim financial reporting (IAS 34), endorsed by the European Union.

Bologna, 22 October 2019

KPMG S.p.A.

(signed on the original)

Luca Ferranti
Director

2
Unieuro S.p.A.
Via Schiaparelli, 31
47122 Forlì (FC)
unieurospa.com
Interim
Directors’ Report
as at 30 November 2019
UNIEURO S.p.A.

Registered office: Via V.G. Schiaparelli 31 - 47122 Forlì

Share capital: €4,000,000 fully paid up

Tax ID No./VAT No.: 00876320409

Registered in the Company Register

of Forlì-Cesena: 177115

INTERIM DIRECTORS’ REPORT AS AT 30 NOVEMBER 2019

1
Index

Corporate Bodies......................................................................................................................... 3

1. Introduction ....................................................................................................................... 4

2. Basis of preparation of the Interim Directors’ Report .................................................. 6

3. Main indicators in the period ........................................................................................... 7


4. Group financial results ..................................................................................................... 9
4.1 Consolidated revenues ............................................................................................................ 9
4.1.1 Consolidated revenues by channel ................................................................................... 9
4.1.2 Consolidated revenues by category................................................................................ 11
4.2 Consolidated operating profit ............................................................................................... 12
4.3 Non-recurring income and expenses .................................................................................... 14
4.4 Net profit (loss) ..................................................................................................................... 15

5. Group operating and financial results .......................................................................... 17

5.1.Consolidated Adjusted Levered Free Cash Flow ..................................................................... 17

5.2 Statement of financial position........................................................................................... 19

6. Changes to the accounting standards ............................................................................ 21

7. Significant events during and after the period-end ..................................................... 24

8. Accounting Statements ................................................................................................... 27

8.1 Income Statement ................................................................................................................ 27

8.2 Statement of comprehensive income ................................................................................. 27

8.3 Statement of Financial Position ......................................................................................... 28

8.4 Statement of cash flows....................................................................................................... 28

9. Right to waive the obligation to publish an information document in the event of


insignificant transactions.......................................................................................................... 29

10. Statement by the Financial Reporting Officer ............................................................. 29

2
Corporate Bodies

BOARD OF DIRECTORS
- Chairman of the Board of Directors Bernd Erich Beetz
- Chief Executive Officer Giancarlo Nicosanti Monterastelli
- Non-executive Director Robert Frank Agostinelli
- Non-executive Director Gianpiero Lenza
- Non-executive Director Alessandra Stabilini
- Independent Director Catia Cesari
- Independent Director Pietro Caliceti
- Independent Director Marino Marin
- Independent Director Monica Luisa Micaela Montironi

CONTROL AND RISK COMMITTEE


- Independent Director - Chairman Marino Marin
- Non-executive Director Gianpiero Lenza
- Independent Director Monica Luisa Micaela Montironi

NOMINATIONS AND REMUNERATION COMMITTEE

- Independent Director - Chairman Marino Marin


- Non-executive Director Gianpiero Lenza
- Independent Director Catia Cesari

RELATED PARTY TRANSACTIONS COMMITTEE


- Independent Director - Chairman Marino Marin
- Independent Director Pietro Caliceti
- Independent Director Monica Luisa Micaela Montironi

BOARD OF STATUTORY AUDITORS


- Chairman Giuseppina Manzo
- Statutory Auditor Maurizio Voza
- Statutory Auditor Federica Mantini
- Alternate Auditor Valeria Francavilla
- Alternate Auditor Davide Barbieri

SUPERVISORY BODY
- Chairman Giorgio Rusticali
- Members: Chiara Tebano
Raffaella Folli

AUDIT COMPANY KPMG S.p.A.

3
1. Introduction
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017 and the share capital of Carini Retail S.r.l., consolidated from 1
March 2019.

The company Unieuro S.p.A. (hereinafter referred to as the "Company" or “Unieuro” or "UE") is a
company under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, was founded
at the end of the 1930s by Vittorio Silvestrini. Unieuro is now the leading company in Italy in the
distribution of consumer electronics and appliances and it operates as an integrated omnichannel
distributor in four major product segments: Grey (telephone systems, computers and photos), White
(large and small appliances), Brown (consumer electronics and media storage), Other Products
(consoles, video games, bicycles), offering a wide range of services alongside such as delivery and
installation, extended warranties and consumer financing.

The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned by
Unieuro, is a company under Italian law with its registered office in Vimercate at Via Energy Park
22, which sells online I.T., electronic, telephone products and appliances in Italy through its website
www.monclick.it, offering a catalogue with over 70,000 items and guaranteeing a comprehensive
purchasing experience completed through the home delivery and installation of the chosen product.
It also operates in the segment known as B2B2C, where the customers are operators which need to
purchase electronic products to distribute to their regular customers or employees to accumulate
points or participate in competitions or incentive plans.

The company Carini Retail S.r.l. (hereinafter referred to as “Carini” or "Carini Retail") is a company
under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, the owner of 12 sales
outlets in Sicily belonging to Pistone S.p.A., one of the main shareholders of the Expert purchasing
group operating in Italy, with its headquarters in Carini (Palermo). The transaction to buy the entire
share capital of Carini took place on 1 March 2019, the date that Unieuro gained control, marked
the launch of Unieuro in Sicily, an area with five million inhabitants where there had been little
penetration until then.

The Group's mission is to accompany customers in all phases of their shopping experience, placing
them at the centre of an integrated ecosystem of products and services with a strategic approach
focusing on accessibility, a local presence and nearness.

Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange, following an institutional placement of 35% of the share capital.

On 6 September 2017, the parent company Italian Electronics Holdings S.r.l. placed a further 17.5%
stake in Unieuro through an accelerated bookbuilding operation.

On 13 November 2019, Italian Electronics Holdings S.r.l. placed third tranche of shares equal to
16.25% of Unieuro on the market through a new accelerated bookbuilding transaction.

Based on the information available, the major shareholders of Unieuro, through Monte Paschi
Fiduciaria S.p.A., are Italian Electronics Holdings S.r.l. (controlled by private equity fund Rhone
Capital) with a 17.6% stake and Alfa S.r.l. (Dixons Carphone plc) with 7.2%. The asset
management company Amundi Asset Management owns 5.6% of the share capital of Unieuro,

4
some shareholders who are members of the Silvestrini family own 5.6% and lastly, some top
managers of Unieuro own 2%1 in total.

At the date of the Group Interim Directors' Report, in the light of the current shareholders'
composition, Italian Electronics Holdings S.r.l. is the majority shareholder.

1 Sources: Consob; reworking of the shareholders' register at 1 August 2019

5
2. Basis of preparation of the Interim Directors’ Report
This Interim Directors’ Report was prepared in accordance with the provisions of Article 82-ter of
the Issuers' Regulation adopted through resolution 11971 of 14 May 1999, introduced on the basis
of the provisions of Article 154-ter, paragraphs 5 and 6 of the Consolidated Finance Act ( “TUF”).
Therefore, the provisions of the international accounting standard relating to interim financial
reporting (IAS 34 "Interim Financial Reporting”) were not adopted.

The publication of the Interim Directors’ Report as at 30 November 2019 is regulated by the
provisions of the Stock Exchange Regulations, specifically Article 2.2.3, paragraph 3 of the Stock
Exchange Regulations.

The accounting standards used by the Group are the International Financial Reporting Standards
adopted by the European Union (“IFRS”) and in accordance with Legislative Decree 38/2005, as
well as other CONSOB provisions concerning financial statements.

The accounting criteria and consolidation principles adopted are standardised with those used in the
Group consolidated financial statements as at 28 February 2019, which should be referred to, with
the exception of the adoption of (i) the new accounting standard IFRS 16 (Leasing) adopted from 1
March 2019 by applying the retroactive method amended with the comparative information not
restated and (ii) IFRIC 23 Uncertainty over Income Tax Treatments which provides guidelines on
how to reflect the uncertainties of the tax treatment of a given phenomenon in the income tax
accounting. The effects of this new adoption are illustrated in paragraph 6 - "Changes to the
accounting standards" which should be referred to for further details. The application of the new
principles was not completed and may be subject to changes until the publication of the
consolidated financial statements of the Unieuro Group for the financial year ending 29 February
2020.

To make it possible to compare the operating results, financial position and cash flows for the first
nine months ended 30 November 2019 with the corresponding period of the previous financial year,
this Interim Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing) and the related interpretations (IFRIC 4, SIC 15 and
SIC 27), for the purpose of distinguishing between operating leases and financial leases and the
consequent accounting of lease agreements. For the analysis of the impacts of the new accounting
standard IFRS 16, refer to paragraph 6 - "Changes to the accounting standards".

The Interim Directors’ Report as at 30 November 2019 was approved by the Board of Directors on
9 January 2020.

Unless otherwise indicated, all amounts are stated in millions of euros. Amounts and percentages
were calculated on amounts in thousands of euros and, thus, any differences found in certain tables
are due to rounding.

6
3. Main indicators in the period
To facilitate the understanding of the Group’s economic and financial progress, some Alternative
Performance Indicators (“APIs”) are indicated. For a correct interpretation of the APIs, note the
following: (i) these indicators were created exclusively on the basis of the Group's historical data
and are not indicative of future performance, (ii) the APIs are not specified in IFRS and, while they
are derived from the consolidated financial statements, they are not audited, (iii) the APIs should
not be considered a substitute of the indicators required by established accounting standards (IFRS),
(iv) these APIs must be read in conjunction with the Group's financial information taken from the
Interim Directors' Report, (v) since the definitions and criteria used to determine the indicators used
by the Group are not based on established accounting standards, they may not be standardised with
those used by other companies or groups and, thus, they may not be comparable with those that may
be presented by such entities and (vi) the APIs used by the Group continue to have the same
definitions and descriptions for all years for which financial information is included in the Interim
Directors' Report as at 30 November 2019.

The APIs reported (adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for the
period, net working capital, adjusted levered free cash flow, net financial debt and net financial
debt/adjusted EBITDA) have not been identified as IFRS accounting measures and, thus, as noted
above, they must not be considered as alternative measures to those provided in the Group's
financial statements in the Interim Directors’ Report to assess their operating performance and
related financial position.

Certain indicators are referred to as “Adjusted”, to represent the Group’s management and financial
performance, net of non-recurring events, non-characteristic events and events related to
extraordinary transactions, as identified by Group. The Adjusted indicators shown consist of:
Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Consolidated Adjusted
profit (loss) for the period, Consolidated Adjusted Levered Free Cash Flow and Net financial
debt/Consolidated Adjusted EBITDA. These indicators reflect the main operating and financial
measures adjusted for non-recurring income and expenses that are not strictly related to the core
business and operations and for the effect from the change in the business model for extended
warranty services (as more fully described below in the API “Consolidated Adjusted EBITDA”) and,
thus, they make it possible to analyse the Group’s performance in a more standardised manner in
the financial years reported in the Interim Directors’ Report as at 30 November 2019.

7
Main financial and operating indicators2

Period ended
(amounts in millions of euros)
30 November 2019 30 November 2018
Economic indicators for the period
Consolidated revenues 1,759.5 1,527.3
Consolidated Adjusted EBITDA3 49.6 43.7
Consolidated Adjusted EBITDA margin4 2.8% 2.9%
Consolidated profit/(loss) for the period 13.2 7.9
Adjusted consolidated profit/Loss for the period5 23.9 21.0
Cash flows
Consolidated Adjusted levered free cash flow6 57.3 55.1
Investments made in the period (30.4) (29.2)

Period ended
(amounts in millions of euros)
30 November 2019 28 February 2019
Indicators from the statement of financial position for the period
Net working capital (279.8) (234.6)
(Net financial debt) / Net cash 31.5 20.5
Net financial debt/Adjusted Consolidated LTM EBITDA7 (0.40) (0.28)

Period ended
(amounts in millions of euros)
30 November 2019 28 February 2019
Operating indicators for the period
Like-for-like growth8 4.2% 4.9%
Direct sales outlets (number) 249 237

2
Adjusted indicators are not identified as accounting measures in the IFRS and, thus should not be considered as alternative measures for assessing
the Group’s results. Since the composition of these indicators is not governed by established accounting standards, the calculation criterion applied by
the Group might not be the same as that used by other companies or with any criterion the Group might use or create in the future, which therefore
will not be comparable. To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30
November 2019 with the corresponding period of the previous financial year, this Interim Directors’ Report comments on the economic data and
main balance sheets, using the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS
16, refer to paragraph 6 - "Changes to the accounting standards".
3
Consolidated Adjusted EBITDA is Consolidated EBITDA adjusted (i) for non-recurring expenses/(income) and (ii) the impact from the adjustment
of revenues for extended warranty services net of related estimated future costs to provide the assistance service, as a result of the change in the
business model for directly managed assistance services. See paragraph 4.2 for additional details.
4
The Consolidated Adjusted Margin is the ratio of Consolidated Adjusted EBITDA to revenues.
5
The Adjusted Consolidated Result for the period is calculated as the Consolidated Profit (Loss) for the period adjusted by (i) the adjustments
incorporated in the Consolidated Adjusted EBITDA, (ii) the adjustments of the non-recurring depreciation, amortisation and write downs, (iii) the
adjustments of the non-recurring financial expenses/(income) and (iv) the theoretical tax impact of these adjustments.
6
Consolidated adjusted levered free cash flow is defined as cash flow generated/absorbed by operating activities net of investment activities adjusted
for non-recurring investments and other non-recurring operating flows and including adjustments for non-recurring expenses (income) and net of their
non-cash component and the related tax impact. See paragraph 5.1 for additional details.
7
In order to guarantee the comparability of the Net financial debt/Adjusted Consolidated LTM EBITDA indicator the Adjusted Consolidated EBIDTA
figure for the last twelve months was taken into consideration.
8
Like-for-like revenue growth: the methods for comparing sales for the nine-month period ended 30 November 2019 with those for the same period
ended 30 November 2018 based on a standard scope of operations, for retail and travel stores operating for at least an entire financial year from the
closing date of the reference period, excluding sales outlets affected by significant business discontinuity (e.g. temporary closures and major
refurbishments), as well as the entire online channel. For the purpose of a better representation, the calculation method for the like-for-like KPIs was
restated based on the methodology adopted by the main players in the reference market.

8
of which Pick Up Points9 237 227
Affiliated sales outlets (number) 262 275
of which Pick Up Points 173 158
Total area of direct sales outlets (in square metres) about 366,000 about 345,000
Sales density10 (euros per square metre) 4,911 4,703
Full-time-equivalent employees11 (number) 4,452 4,148

4. Group financial results12


4.1 Consolidated revenues
For the third quarter ended 30 November 2019, consolidated revenues totalled Euro 1,759.5 million,
a 15.2% increase over the corresponding period of the previous year, with an increase of Euro 232.2
million.

In the period in question the Group recorded an increase in sales in all sales channels and all
categories; the increase in revenues, in addition to internal and external growth actions, is due to the
ever increasing importance of the "Black Friday" promotional period which has become a mainstay
in Italian consumer habits with growth in sales in the month of November, year on year.
Specifically, the promotional campaigns launched by Unieuro and its subsidiary Monclick called
“Addams Black Friday” and “Fra-I-Dei”, respectively on 11 November 2019 with Singles' Day
which ended on 2 December on Cyber Monday recorded excellent performances with strong growth
in revenues throughout the entire promotional period, a further improvement on the extraordinary
performance in 2018 confirming the trend of a market that is unstoppable.
The dynamics of revenues also benefited from the contribution of acquisitions made during the
period in question and in the previous financial year had a positive impact, thanks to the different
scope of business as a result of the opening of 12 former Pistone stores in March 2019 and the
inauguration of 14 new sales outlets from September 2018 following the purchase of the ex-
DPS/Trony and ex-Galimberti/Euronics business units. Additionally, the partnership concluded
with Finiper, which signalled Unieuro's launch into large scale retailing, further strengthened the
positive dynamics of revenues, like the good performance of stores on a like-for-like basis.

The development of like-for-like revenues13- or the comparison of sales with those of the period
ended 30 November 2018 based on a standard scope of operations - was positive standing at +4.2%.
Excluding sales outlets adjacent to the new stores opening in the meantime and therefore not
coming under like-for-like from the scope of the analysis, like-for-like sales experienced even better
growth of 5.2%.

4.1.1 Consolidated revenues by channel

9
Physical pick-up points for customer orders using the online channel.
10
This indicator is obtained from the ratio of annual sales generated by direct points of sale to the total area devoted to sales in all direct points of sale.
11
Average annual number of full-time-equivalent employees.
12
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors ’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6 -
"Changes to the accounting standards".
13
The growth of like-for-like revenues is calculated including: (i) retail and travel stores operating for at least an entire financial year from the closing
date of the reference period, excluding sales outlets affected by significant business discontinuity (e.g. temporary closures and major refurbishments)
and (ii) the entire online channel. The previous methodology for calculating like-for-like revenues did not totally include the online channel.

9
(in millions of euros and as
Period ended Change
a percentage of revenues)

30 November % 30 November % Δ %
2019 2018
Retail 1,231.2 70.0% 1,064.2 69.7% 167.0 15.7%
Indirect14 200.3 11.4% 170.5 11.2% 29.8 17.5%
Online 198.4 11.3% 170.0 11.1% 28.4 16.7%
B2B 100.3 5.7% 98.8 6.5% 1.5 1.5%

Travel 29.2 1.7% 23.8 1.6% 5.5 23.1%


Total revenues by channel 1,759.5 100.0% 1,527.3 100.0% 232.2 15.2%
consolidated

The Retail channel recorded a 15.7% growth in sales, equal to Euro 167.0 million, mainly as a
result of the growth in the network of direct stores, up compared with the corresponding period of
the previous year thanks to the consolidation of the former Pistone stores and the incremental
contribution of the acquisitions and the new openings brought to a conclusion in the last twelve
months. The like-for-like performance of stores was also positive.

The Indirect channel - previously known as Wholesale and which includes sales made through the
network of affiliated stores and revenues produced in large scale retailing through partnerships with
the leading industry operators at a total of 262 sales outlets - recorded revenues of Euro 200.3
million, an increase of 17.5% compared with Euro 170.5 million in the third quarter of the previous
year. Growth was driven by the large-scale retailing sector, with the opening of Unieuro by Iper
shops-in-shops in the Iper and La grande i hypermarkets under the scope of the partnership made
official on 10 January 2019, which greatly offset the lower contribution from the network of
affiliated stores, subject to rationalisation over the last twelve months.

The consolidated revenues of the Online channel stand at Euro 198.4 million, a growth of 16.7%
compared with Euro 170.0 million in the same period of the previous year. The positive
performance is attributable to the success of commercial initiatives, including Black Friday which
stands out and the positive results of the Group's omnichannel strategy, which gives the physical
sales outlet the precious role of a pick-up point, to the benefit of online customers. The continuous
innovation linked to the constant release of new functions and improvements of the platform,
attention to contents and the effectiveness of digital communication campaigns have further
strengthened the competitive advantage.

The B2B channel - which targets professional domestic and foreign customers that operate in
industries other than those where Unieuro operates, such as hotel chains and banks, as well as
operators that need to purchase electronic products to be distributed to their regular customers or to
employees to accumulate points or participate in prize competitions or incentive plans (B2B2C
segment) - recorded sales of Euro 100.3 million, an increase of 1.5% compared with Euro 98.8
million in the same period of the previous year, a strong recovery in the third quarter in spite of the
changes that were made in the sales channel strategies by suppliers.

Lastly, the Travel channel - composed of 12 direct sales outlets located at several major public
transport hubs such as airports, railway and underground stations - recorded growth of 23.1% equal
to Euro 29.2 million, thanks, above all, to the incremental contribution of the Milan San Babila
sales outlet, which opened in October 2018 at the underground station of the same name, as well as

14
The Indirect Channel, previously known as Wholesale, includes sales to the network of affiliated stores and revenues produced in large scale
retailing through partnerships with leading industry operators.

10
the good performance of the Turin store at Porta Nuova station.

4.1.2 Consolidated revenues by category

(in millions of euros and as a


Period ended Change
percentage of revenues)
30 November % 30 November 2018
2019 % Δ %

Grey 831.3 47.2% 728.8 47.7% 102.5 14.1%


White 500.9 28.5% 398.7 26.1% 102.1 25.6%
Brown 275.1 15.6% 267.0 17.5% 8.2 3.1%
Services 75.2 4.3% 62.3 4.1% 12.9 20.7%
Other products 77.0 4.4% 70.6 4.6% 6.5 9.2%

Total consolidated revenues 1,759.5 100.0% 1,527.3 100.0% 232.2 15.2%

Through its distribution channels the Group offers its customers a wide range of products -
specifically electric appliances and consumer electronics, as well as ancillary services. The
segmentation of sales by product category takes place on the basis of the classification of products
adopted by the main sector experts. Note therefore that the classification of revenues by category is
periodically revised in order to guarantee the comparability of Group data with market data.

The Grey category - namely telephone systems, tablets, information technology, accessories for
telephone systems, cameras, as well as all wearable technological products - generated sales of Euro
831.3 million, an increase of 14.1% compared with Euro 728.8 million in the third quarter of the
previous year thanks to the positive performance of the Telephone systems sector, especially smart
phones, which benefited from the good performance of several new models as well as the positive
performance of laptop sales as a result of a movement towards the top of the range. The positive
performance of the two product clusters more than offset the fall recorded in the sale of tablets.

The White category - composed of large appliances (MDA) such as washing machines, tumble
dryers, refrigerators or freezers and ovens, small appliances (SDA), such as vacuum cleaners, food
processor, coffee machines as well as the climate control segment - recorded growth of 28.5% in
total revenues generating sales of Euro 500.9, up 25.6%. In addition to the consolidation of the
former Pistone stores, historically strong in the sale of appliances, the excellent performance is due
to the success of the ventilation sector and the increase in the sale of air conditioners, helped by the
hot weather in the summer.

The Brown category - including televisions and related accessories, audio devices, devices for smart
TVs and car accessories, as well as a memory systems - recorded growth in revenues in the period
of Euro 275.1 million (+3.1% compared with Euro 267.0 million recorded at 30 November 2018).
The impact on total revenues went from 17.5% for the nine-month period ended 30 November 2018
to 15.6% for the nine-month period ended 30 November 2019; the fall is mainly due to sales of TVs
as a result of the downturn in the market following a general fall in average prices compared with
the excellent performance of the previous period helped by the FIFA World Cup.

The Services category recorded growth of 20.7% in consolidated revenues thanks to the expansion
of the sales network and the Unieuro Group's continued focus on the provision of services to its
customers, specifically extended warranties and fees from customers signing new consumer credit

11
contracts. The impact on total revenues went from 4.1% for the nine-month period ended 30
November 2018 to 4.3% for the nine-month period ended 30 November 2019

The Other products category recorded an increase in consolidated revenues of 9.2%; this group
includes both the sales of the entertainment sector and other products not included in the consumer
electronics market such as e-mobility. The category is positively affected by the good performance
of sales of cooking accessories and tableware and the increasing success of the luggage sector.

4.2 Consolidated operating profit15


The consolidated income statement tables present in this Interim Directors’ Report have been
reclassified using presentation methods that management considered useful for reporting the
operating profit performance of the Unieuro Group during the period. To more fully report the cost
and revenue items indicated, the following were reclassified in this income statement by their
nature: (i) non-recurring expenses/(income) and (ii) the impact from the adjustment of revenues for
extended warranty services net of related estimated future costs to provide the assistance service,
because of the change in the business model for directly managed assistance services.

Period ended Change


30 November 2019 30 November 2018

Adjusted Adjusted Δ %
(in millions and as a percentage of revenues) amounts % Adjustments amounts % Adjustments

Revenue 1,759.5 1,527.3 232.2 15.2%


Sales revenues 1,759.5 1,527.3 232.2 15.2%

Purchase of goods and Change in inventories (1,379.8) (78.4%) 0.0 (1,191.5) (78.0%) 0.0 (188.3) 15.8%

Lease and rental expense (58.0) (3.3%) 0.3 (52.8) (3.5%) 0.9 (5.2) 9.8%
Marketing costs (40.1) (2.3%) 1.3 (37.0) (2.4%) 1.1 (3.1) 8.4%
Logistics costs (49.2) (2.8%) 0.9 (38.7) (2.5%) 1.5 (10.5) 27.1%
Other costs (48.3) (2.7%) 1.6 (43.9) (2.9%) 3.5 (4.4) 10.0%
Personnel costs (137.9) (7.8%) 0.9 (122.6) (8.0%) 2.4 (15.3) 12.5%

Other operating income and costs (3.4) (0.2%) (0.1) (3.4) (0.2%) (0.1) (0.0) 0.4%

Revenues from the sale of warranty


extensions netted of future estimated service
6.7 0.4% 6.7 6.2 0.4% 6.2 0.5 8.3%
cost - business model’s change related to
direct assistance services

Consolidated Adjusted EBITDA 49.6 2.8% 11.7 43.7 2.9% 15.5 6.0 13.7%

Consolidated Adjusted EBITDA during the period increased by 13.7%, equal to €6.0 million,
standing at €49.6 million. Adjusted EBITDA Margin is 2.8%. Profitability in the period was
positively impacted by the exceptional performance of the Black Friday promotional campaign and
the growth actions undertaken, which led to an expansion of the direct and indirect stores network
and digital operations of Unieuro. Specifically, the good performance in terms of revenues and the
greater operating leverage allowed a reduction in the impact of personnel expenses, rental costs and
marketing, as well as Other costs (utilities, maintenance, general overheads), offsetting the
15
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6 -
"Changes to the accounting standards".

12
dynamics of the gross margin and increase in logistics costs.

Note that profitability is also influenced by the seasonal phenomena typical of the consumer
electronics market, which records higher revenues and costs of purchasing goods during the final
part of each financial year. On the other hand, operating costs show a more linear trend due to the
presence of fixed cost components (staff, rentals and overheads) that have a uniform distribution
throughout the year.

Rental costs increased by Euro 5.2 million or around 9.8% as a result of the effect on the
incremental costs arising from acquisitions, new openings brought to a conclusion in the last twelve
months, the new Piacenza warehouse which opened in September 2018 and the new Carini logistics
hub purchased on 1 March 2019. The impact on consolidated revenues, which stood at 3.3% at 30
November 2019 (3.5% in the period in the previous year), fell.

Marketing costs increased by 8.4% compared with the first nine months of the previous financial
year ended 30 November 2018. The increase is mainly related to the increase in the store base for
the printing of promotional flyers and the increase in the cost of paper. Marketing and advertising
were structured and planned to direct potential customers to physical sales outlets and to the Online
channel. The impact on consolidated revenues, which stood at 2.3% at 30 November 2019 (2.4% in
the period in the previous year), fell.

Logistics costs increased by around Euro 10.5 million. The impact on consolidated revenues stood
at 2.8% (2.5% in the period in the previous year). The performance is mainly attributable to the
increase in sales volumes and the ever-increasing weighting of home deliveries for online orders as
a result of the increase recorded in requests for non-standard delivery services (timed delivery slot,
delivery to a specified floor, etc.) and promotional campaigns which include free delivery as well as
the temporary effect of the commissioning of the new Carini secondary logistics platform. The
impact on consolidated revenues, which stood at 2.8% at 30 November 2019 (2.5% in the period in
the previous year), rose.

The Other costs item rose by Euro 4.4 million compared with the third quarter of the previous year
ended 30 November 2018. The performance is mainly attributable to the increase in operating costs
which essentially refer to utilities, maintenance and general sales expenses as a result of the increase
in stores. The impact on consolidated revenues, which stood at 2.7% at 30 November 2019 (2.9% in
the period in the previous year), fell.

Personnel costs show an increase of Euro 15.3 million, mainly attributable to an increase in the
number of employees following the acquisition and opening of new stores. The impact on
consolidated revenues, which stood at 7.8% at 30 November 2019 (8.0% in the period in the
previous year), fell.

The Other income and expense item remained unchanged compared with the corresponding period
of the previous year. The impact on consolidated revenues remained unchanged at 0.2%.

The reconciliation between the Consolidated Adjusted EBITDA and the consolidated Gross
Operating Profit Reported in the consolidated financial statements is given below.

Period ended Change


(in millions of euros and as a percentage of revenues) 30 November 30 November
% % Δ %
2019 2018

13
Consolidated Adjusted EBITDA16 49.6 2.8% 43.7 2.9% 6.0 13.7%
Non-recurring expenses /(income) (5.0) (0.3%) (9.3) (0.6%) 4.3 (46.4%)
Revenues from the sale of warranty extensions netted of future
estimated service cost - business model’s change related to (6.7) (0.4%) (6.2) (0.4%) (0.5) 8.3%
direct assistance services17
Gross Operating Profit 37.9 2.2% 28.2 1.8% 9.8 34.7%

Non-recurring expense/(income) decreased by Euro 4.3 million compared with the nine-month
period of the previous year ended 30 November 2018 and are explained, in detail, in paragraph 4.3.

The adjustment related to the change in business model for directly managed assistance services
increased by Euro 0.5 million compared with the corresponding period of the previous year ended
30 November 2018 as a result of the extension of the business model relating to the management of
extended warranty services at sales outlets subject to acquisition.

4.3 Non-recurring income and expenses

Period ended Change


(amounts in millions of euros)
30 November 2019 30 November 2018 Δ %
Mergers&Acquisitions 2.9 5.1 (2.2) (42.5%)
Costs for pre-opening, relocating and closing sales
1.4 3.4 (2.0) (57.9%)
outlets18
Other non-recurring expenses 0.6 0.8 (0.2) (21.9%)
Total 5.0 9.3 (4.3) (46.4%)

Non-recurring expense and income fell by Euro 4.3 million compared with the previous period
ended 30 November 2018.

The main item of non-recurring expense and income relates to Mergers&Acquisitions costs of Euro

16
See note in the section “Main financial and operating indicators”.
17
The adjustment was for the deferral of extended warranty service revenues already collected, net of the related estimated future costs to provide the
assistance service. From the year ended 29 February 2012, for White products sold by Unieuro and from the year ended 28 February 2015 for all
extended warranty services sold by Unieuro S.r.l. (hereinafter the “Former Unieuro”) (excluding telephone systems and peripherals) from the year of
acquisition for all extended warranty services sold by the business units the former Andreoli S.p.A., the former Cerioni S.p.A.,the former DPS S.r.l.,
the former Galimberti S.p.A. the former Pistone S.p.A. (excluding telephone systems and peripherals), Unieuro modified the business model for the
management of extended warranty services by in-sourcing the management of services sold by the Former Unieuro and by Unieuro that were
previously outsourced and by extending this model to the sales outlets acquired by the business units the former Andreoli S.p.A., the former Cerioni
S.p.A., the former DPS S.r.l., the former Galimberti S.p.A. and the former Pistone S.p.A. (the "Change in Business Model"). As a result of the Change
in Business Model, at the time of sale of extended warranty services, Unieuro suspends the revenue in order to recognise the revenue over the life of
the contractual obligation, which starts on the expiration of the two-year legally required warranty. Thus, Unieuro begins to gradually record revenues
from sales of extended warranty services two years (term of the legally required product warranty) after the execution of the related agreements and
after the collection of compensation, which is generally concurrent. Thus, the revenue is recorded on a pro rata basis over the life of the contractual
obligation (historically, depending on the product concerned, for a period of one to four years). As a result of this Change in Business Model, the
income statements do not fully reflect the revenues and profit of the business described in this note. In fact, the income statements for the periods
ended 30 November 2019 and 30 November 2018 only partially report revenues from sales generated starting with the Change in Business Model
because Unieuro will gradually record sales revenues from extended warranty services (already collected by it) starting at the end of the legally
required two-year warranty period. Thus, the adjustment is aimed at reflecting, for each period concerned, the estimated profit from the sale of
extended warranty services already sold (and collected) starting with the Change in Business Model as if Unieuro had always operated using the
current business model. Specifically, the estimate of the profit was reflected in revenues, which were held in suspense in deferred income, to be
deferred until those years in which the conditions for their recognition are met, net of future costs for performing the extended warranty service,
which were projected by Unieuro on the basis of historical information on the nature, frequency and cost of assistance work. The adjustment will
progressively decrease to nil in future income statements when the new business model is fully reflected in our financial statements with reference to
both the former Unieuro and by Unieuro and the sales outlets purchased, namely for all product categories when the period that began on the first day
of the two-year statutory warranty and ends on the last day of the extended service warranty is over.
18
The costs for “pre-opening, relocating and closing points of sale” include lease, security and travel expenses for maintenance and marketing work
incurred as a part of i) remodelling work for downsizing and relocating points of sale of the Former Unieuro, ii) opening points of sale (during the
months immediately preceding and following the opening) and iii) closing points of sale.

14
2.9 million in the nine-month period ended 30 November 2019 (Euro 5.1 million in the nine-month
period ended 30 November 2018). These costs mainly relate to the transaction of acquiring the
former Pistone S.p.A. stores and mainly refer to the costs for the Carini logistics hub incurred
during the initial start-up phase, increased costs for educating and training the employees of the
sales outlets acquired and, lastly, consulting costs and other minor costs incurred for the completion
of the acquisition transaction.

Costs for the pre-opening, repositioning and closure of sales outlets stand at Euro 1.4 million for the
nine-month period ended 30 November 2019 (Euro 3.4 million in the corresponding period of the
previous year). This item includes: rental, personnel, security, travel and transfer costs, for
maintenance and marketing operations incurred as part of: i) store openings (in the months
immediately preceding and following the opening of the same) and (ii) store closures. Note that, at
30 November 2018, the item included the pre-opening costs of the new Piacenza logistics hub
inaugurated on 12 October 2018.

Other non-recurring expenses and income stand at Euro 0.6 million, down Euro 0.2 million
compared with the corresponding period of the previous year.

4.4 Net profit (loss)19


Below is a restated income statement including items from the Consolidated Adjusted EBITDA to
the consolidated adjusted profit (loss) for the period.

Period ended Change

30 November 2019 30 November 2018


Adjusted Adjusted Δ %
(in millions and as a percentage of revenues) amounts % Adjustments amounts % Adjustments

Consolidated Adjusted EBITDA 49.6 2.8% 11.7 43.7 2.9% 15.5 6.0 13.7%

Amortisation, depreciation and impairment


(21.8) (1.2%) 0.0 (18.6) (1.2%) 0.3 (3.2) 17.1%
losses
Financial income and expenses (2.8) (0.2%) 0.0 (3.2) (0.2%) (1.5) 0.5 (14.4%)
Income taxes20 (1.2) (0.1%) (1.0) (0.9) (0.1%) (1.3) (0.3) 38.1%
Adjusted Consolidated Profit/Loss for the
Period 23.9 1.4% 10.7 21.0 1.4% 13.0 2.9 14.0%

Amortisation, depreciation and write-downs of fixed assets in the nine-month period ended 30
November 2019 totalled Euro 21.8 million (Euro 18.6 million in the corresponding period of the
previous year ended 30 November 2018). The increase relates the amortisation and depreciation of
investments related to acquisitions, assets related to the new Piacenza warehouse and the new
Carini logistics hub, as well as the progressive alignment of amortisation and depreciation to the
planned level of investments. The adjustments referring to the nine-month period ended 30
November 2018 equal to Euro 0.3 million, refer to the impairment of several assets in the old
warehouse, disposed of following the completion of the new logistics hub.

19
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors ’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6 -
"Changes to the accounting standards".
20
The tax impacts of the adjustments were calculated using the theoretical rate deemed appropriate of 8.7% as at 30 November 2019 and 30
November 2018, which incorporates IES at 4.8% (obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and
IRAP at 3.9%.

15
Net financial expenses in the period ended 30 November 2019 totalled Euro 2.8 million (Euro 3.2
million in the corresponding period of the previous year ended 30 November 2018). The decrease is
mainly attributable to the savings in financial expenses achieved following the optimisation of the
cash flow management. The adjustments for the nine-month period ended 30 November 2018 stood
at Euro 1.5 million and refer to the income resulting from the removal of the acquisition debt for the
subsidiary Monclick S.r.l.as a result of the settlement agreement signed in August 2018.

Income taxes excluding the theoretical tax impact from taxes on non-recurring expenses/(income)
and the change in business model in the three-month period ended 30 November 2019, stood at a
negative Euro 1.2 million (a negative Euro 0.9 million in the previous nine-month period ended 30
November 2018). The charge for income taxes with reference to the nine-month period ended 30
November 2019 is measured based on the best estimate of the Company Management for the annual
weighted average tax rate expected for the full year, applying it to the pre-tax result for the period
of the individual entities.

The Adjusted Consolidated Profit/(Loss) for the Period was Euro 23.9 million (Euro 21.0 million in
the previous nine-month period at 3o November 2018), the positive performance was due to the
increase in Adjusted EBITDA and the savings in taxes and net financial expense partly offset by the
increase in depreciation and amortisation.

Note that IRES tax losses, which were still available resulting from the tax estimate made during
the closure of the financial statements as at 28 February 2019, totalled Euro 377.9 million in
relation to Unieuro and Euro 6.3 million in relation to Monclick. These tax losses guarantee a
substantial benefit in the payment of taxes in future years.

Below is a reconciliation between the consolidated adjusted net profit (loss) for the year and the
consolidated net profit (loss) for the period.

16
Period ended Change
(in millions of euros and as a percentage of revenues) 30 November 2019 % 30 November 2018 % Δ %
Adjusted Consolidated Profit/Loss for the Period 23.9 1.4% 21.0 1.4% 2.9 14.0%
Non-recurring expenses/income (5.0) (0.3%) (9.3) (0.6%) 4.3 (46.4%)

Revenues from the sale of warranty extensions


netted of future estimated service cost - business (6.7) (0.4%) (6.2) (0.4%) (0.5) 8.3%
model’s change related to direct assistance services

Non-recurring depreciation, amortisation and write-


- 0.0% (0.3) 0.0% 0.3 100.0%
downs of fixed assets
Non-recurring financial expenses /(income) - 0.0% 1.5 0.1% (1.5) (100.0%)
Theoretical tax impact from taxes on non-recurring
expenses/(income), non-recurring financial
expenses/(income), non-recurring depreciation, 1.0 0.1% 1.3 0.1% (0.3) (21.9%)
amortisation and write-downs and the change in
business model21
Consolidated Profit/Loss for the Period 13.2 0.8% 7.9 0.5% 5.3 66.3%

5. Group operating and financial results

5.1 Consolidated Adjusted Levered Free Cash Flow 22-23


The Group considers the Consolidated Adjusted Levered Free Cash Flow to be the most appropriate
indicator to measure cash generation during the period. The composition of the indicator is provided
in the table below.

(amounts in millions of euros) Period ended Change


30 November 30 November
Δ %
2019 2018
Consolidated Operating Profit 37.9 28.2 9.7 34.5%
Cash flow generated /(absorbed) by operating activities 24 37.1 40.4 (3.2) (8.0%)
Taxes paid (2.2) (0.7) (1.5) 196.6%
Interest paid (2.0) (2.1) 0.2 (7.7%)
Other changes 0.9 0.8 0.1 6.1%

Consolidated Net cash flow from (used in) operating activities 25 71.8 66.5 5.3 7.9%
Investments26 (19.3) (23.3) 3.9 (16.9%)
Investments for business combinations and business units (11.0) (5.9) (5.1) 86.7%
Net cash inflow from acquisition 0.0 0.0 0.0 100.0%
Adjustment for non-recurring investments 14.5 12.6 1.9 15.2%
Non-recurring expenses /(income) 5.0 9.3 (4.3) (46.4%)

21
The theoretical rate deemed appropriate by management is 8.7% at 30 November 2019 and 30 November 2018, which incorporates IRES at 4.8%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at a rate of 3.9%.
22
See note in the section “Main financial and operating indicators”.
23
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors ’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6
"Changes to the accounting standards".
24
The item “Cash flow from/(used in) operating activities” refers to cash from/(used in) the change in working capital and other non-current balance
sheet items such as other assets, other liabilities and risk provisions.
25
The item “Consolidated net cash flow from/(used by) operating activities” refers to cash generated by operating activities in a broad sense net of
outlays for interest and taxes and adjusted for non-cash effects of balance sheet changes included in the item “Cash flow generated/(used) by
operating activities.”
26
For a better representation the item includes the share of net investments paid in the period.

17
Adjustment for non-cash components of non-recurring
(0.6) (2.6) 2.0 (75.6%)
expenses/(income)
Other non-recurring cash flows (2.5) (0.8) (1.7) 215.1%
Theoretical tax impact of the above entries27 (0.4) (0.6) 0.2 (37.0%)
Consolidated Adjusted levered free cash flow 57.3 55.1 2.2 3.9%

The Consolidated net cash flow generated/(used) by operating activities was positive by Euro 71.8
million (positive by Euro 66.5 million in the nine months of the previous year ended 30 November
2018). This improvement is mainly due to the increase in the Group's operating profit and the
management of the Net Working Capital, both affected by the differential promotional calendar
which saw Black Friday in 2019 fall a week later than Black Friday 2018 and led to a partial
discrepancy between incoming cash flows (collections from customers) and outgoing cash flows
(extended payments to suppliers for goods and processing orders), with the latter reported in the
fourth quarter of the year. Additionally, as usual, the commercial success of Black Friday will have
significant impacts on payments in the last quarter of the year.

Investments made and paid for in the period stood at Euro 19.3 million in the nine-month period
ended 30 November 2019 (Euro 23.3 million in the third quarter of the previous year ended 30
November 2018), mainly attributable to: (i) operations for the development of internal and external
lines of the direct stores network and the refurbishment of the network of existing stores and (ii)
costs incurred for the purchase of new hardware, software, licences and development of
applications with a view to the improvement of the infrastructure, the digitalisation of stores and the
launch of advanced functions for online platform with the goal of making each customer's
omnichannel experience increasingly more practical and pleasant.

Investments for business combinations and business units of Euro 11.0 million in the nine-month
period ended 30 November 2019 (Euro 5.9 million in the nine-month period of the previous year
ended 20 November 2018) refer to the amount of the purchase price paid under the scope of the
transaction for the acquisition of the former Pistone S.p.A. and the instalment of the payment due in
the period with reference to the business unit of the former Cerioni S.p.A. and the purchase of a
stake in Monclick. S.r.l.

Total investments in the period of Euro 14.5 million are considered non-recurring (Euro 12.6
million in the third quarter of the previous year ended 30 November 2018) and refer to the share of
investments in the period for business combinations and business units and to investments made for
kitting out sales outlets purchased and opened during the period.

The adjustment for non-monetary components of non-recurring expense/(income) of Euro 0.6


million, down 75.6% compared with the nine months of the previous year, is mainly composed of
costs related to extraordinary operations at several sales outlets which have not yet been reported
financially at 30 November 2019. This adjustment will be gradually reduced when those costs have
been reported financially.

Other non-recurring cash flows of Euro 2.5 million refer mainly to the insurance payment received
relating to the fire that took place on 25 February 2017 at the Oderzo (TV) sales outlet.

Below are listed the main changes recorded in the Group’s net financial indebtedness during the
period ended 30 November 2019 and in the period ended 30 November 2018:

27
The theoretical rate deemed appropriate by management is 8.7% at 30 November 2019 and 30 November 2018, which incorporates IRES at 4.8%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at a rate of 3.9%.

18
Period ended Change
30 November 30 November
(amounts in millions of euros) Δ %
2019 2018
Operating profit 37.9 28.2 9.8 34.7%
Cash flow generated /(absorbed) by operating activities 37.1 40.4 (3.2) (8.0%)
Taxes paid (2.2) (0.7) (1.5) (100.0%)
Interest paid (2.0) (2.1) 0.2 (7.7%)
Other changes 0.9 0.8 0.1 6.1%
Net cash flow generated/(absorbed) by operating activities 71.8 66.5 5.3 8.0%
Investments (19.3) (23.3) 3.9 (16.9%)
Investments for business combinations and business units (11.0) (5.9) (5.1) 86.7%
Cash contribution from merger 0.0 0.0 0.0 0.0%
Distribution of dividends (21.4) (20.0) (1.4) 7.0%
Payables from the acquisition of business units (8.2) 0.0 (8.2) 100.0%
Other changes (0.9) 0.3 (1.1) (433.3%)
Change in net financial debt 11.0 17.5 (6.5) (37.3%)

5.2 Statement of financial position28


Below is a detailed breakdown of the Group’s net working capital and net invested capital as at 30
November 2019 and as at 28 February 2019:

Period ended
(amounts in millions of euros)
30 November 2019 28 February 2019

Trade receivables 81.0 41.3


Inventories 518.1 362.3
Trade payables (663.2) (468.5)
Net operating working capital (64.2) (64.8)
Other working capital items (215.6) (169.8)
Net working capital (279.8) (234.6)
Non-current assets 158.3 150.9
Goodwill 195.3 178.0
Non-current liabilities (22.3) (23.9)
Net invested capital 51.5 70.4
Net financial debt 31.5 20.5
Shareholders' equity (83.0) (90.9)
Total shareholders’ equity and financial
(51.5) (70.4)
liabilities

The Group's net operating working capital as at 30 November 2019 was negative by Euro 64.2
million and is essentially in line with the figure of 28 February 2019 negative by Euro 64.8 million.
The increase in trade receivables is linked to the expansion of the Indirect channel emphasized by
the success of Black Friday, the increase in inventories and trade payables is linked to the expansion
of stores and the effects of preparations for the Christmas season.

28
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6 -
"Changes to the accounting standards".

19
The Net Invested Capital of the Group stood at Euro 51.5 million as at 30 November 2019, down
Euro 18.9 million compared with 28 February 2019. The change recorded mainly attributable to: (i)
increase in the Group's net working capital of Euro 45.2 million and (ii) investments excluding
depreciation and amortisation of Euro 24.7 million due to good will and the capitalised costs
incurred during the former Pistone S.p.A. transaction, operations for the development of the
network of direct stores and the refurbishment of the network of existing stores and the costs
incurred for the acquisition of new hardware, software, licences and developments of applications
with a view to improving the technological infrastructure.

Shareholders' equity amounted to Euro 83.0 million as at 30 November 2019 (Euro 90.9 million at
28 February 2019), with the decrease mainly caused by the distribution of the dividend of Euro 21.4
million approved on 18 June 2019 by the Shareholders' Meeting, partly offset by the recording of a
profit in the period and the accounting of the reserve for share-based payments referring to the Long
Term Incentive Plan29 reserved for some managers and employees.

Below is a detailed breakdown of the Group's net financial debt as at 30 November 2019 and 28
February 2019 in accordance with Consob Communication 6064293 of 28 July 2006 and in
compliance with ESMA Recommendations 2013/319:

Period ended Change


(amounts in millions of euros) 30 November 28 February
Δ %
2019 2019
(A) Cash 104.8 84.5 20.3 24.1%
(B) Other liquid assets 0.0 0.0 0.0 0.0%
(C) Securities held for trading 0.0 0.0 0.0 0.0%
(D) Liquidity (A)+(B)+(C) 104.8 84.5 20.3 24.1%
- of which is subject to a pledge 0.0 0.0 0.0 0.0%
(E) Current financial receivables 0.0 0.0 0.0 0.0%
(F) Current bank payables (0.0) (3.0) 2.9 (95.1%)
(G) Current part of non-current debt (9.5) (9.5) 0.0 (0.5%)
(H) Other current financial payables (12.5) (7.6) (4.9) 64.9%
(I) Current financial debt (F)+(G)+(H) (22.0) (20.1) (1.9) 9.3%
- of which is secured 0.0 0.0 0.0 0.0%
- of which is unsecured (22.0) (20.1) (1.9) 9.3%
(J) Net current financial position (I)+(E)+(D) 82.8 64.5 18.4 28.5%
(K) Non-current bank payables (36.5) (31.1) (5.4) 17.3%
(L) Issued bonds 0.0 0.0 0.0
(M) Other non-current financial payables (14.8) (12.8) (2.1) 16.2%
(N) Non-current financial debt (K)+(L)+(M) (51.3) (43.9) (7.5) 17.0%
- of which is secured 0.0 0.0 0.0 0.0%
- of which is unsecured (51.3) (43.9) (7.5) 17.0%
(O) Net financial debt (J)+(N) 31.5 20.5 11.0 53.7%

Net financial debt increased by Euro 11.0 million compared with 28 February 2019, creating a
positive cash position by Euro 31.5 million as at 30 November 2019.

29
On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the adoption of a stock option plan (“Long Term Incentive
Plan”, “LTIP”) reserved for Executive Directors, associates and employees, executives and others (the “Recipients”). The Long Term Incentive Plan
calls for assigning ordinary shares derived from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian
Civil Code approved by the Shareholders’ Meeting on the same date. On 29 June 2017, the Board of Directors approved the plan regulations for the
plan (“Regulations”) whereby the terms and conditions of implementation of Long Term Incentive Plan were determined. The conclusion and
subsequent acceptance of the Long Term Incentive Plan by the Recipients took place in October 2017 and was effective from 29 June 2017.

20
Underlying the cash dynamics there is mainly the combined effect of (i) the distribution of
dividends of Euro 21.4 million approved by the Shareholders' Meeting on 18 June 2019, (ii)
payments made in the period that refer to the former Pistone S.p.A. transaction, the payment of the
instalments relating to the purchase of the business unit for the former Cerioni S.p.A. and the equity
investment in Monclick S.r.l. of Euro 11.0 million, (iii) the net increase in payables for investments
in business combinations of Euro 8.2 million, which refer to the payable to Piston S.p.A., remaining
at 30 November 2010, excluding the payment made regarding the above transactions, (iv)
investments of Euro 19.3 million attributable in particular to the costs incurred for the development
of the direct stores network and the refurbishment of existing stores and to the costs incurred for
purchasing new hardware, software, licences and the development of applications with a view to
improving the technological infrastructure. Gross financial debt totalled Euro 73.3 million, of which
Euro 51.3 million was medium-/long-term and Euro 22.0 million was short-term.

6. Changes to the accounting standards

The Group adopted IFRS 16 from 1 March 2019 b applying the retroactive method amended with
the comparative information not restated. The application of the new principle was not completed
and may be subject to changes until the publication of the consolidated financial statements of the
Unieuro Group for the financial year ending 29 February 2020. The Group also adopted IFRIC 23
Uncertainty over Income Tax Treatments that provides accounting guidance on how to reflect any
income tax uncertainties regarding the taxation of a given phenomenon. This principle came into
force on 1 January 2019.

IFRS 16

Below are the main items of information as well as the summary of the impacts resulting from the
application, from 1 March 2019, of IFRS 16 (Leasing).
On 31 October 2017, EU Regulation 2017/1986 was issued which transposed IFRS 16 (Leasing) at
community level. With the publication of the new accounting principle the IASB replaced the
accounting standards set out in IAS 17 as well as the IFRIC 4 interpretations “Determining whether
an Arrangement contains a Lease”, SIC-15 “Operating Leases—Incentives” and SIC-27 “Evaluating
the Substance of Transactions Involving the Legal Form of a Lease”.
IFRS 16 introduces a unique accounting model for leases in the financial statements of tenants
according to which the tenant reports an asset which represents the right to use the underlying asset
and a liability which reflects the obligation to pay rental fees. The transition to IFRS 16 introduced
several elements of professional judgement which involve the definition of certain accounting
policies and the use of assumptions and estimates with regard to the lease term and the definition of
the incremental borrowing rate.
There are exemptions to the application of IFRS 16 for short-term leases and for leases for low-
value assets.
The Group reassessed the classification of the sub-leases in which it acts as the landlord, on the
basis of the available information and it reclassified a sub-lease as a financial lease
Contracts which come under the scope of the application of the principle for the Group mainly
involve the rental of stores, headquarters, warehouses and vehicles.

21
Leases payable, already classified previously in accordance with IAS 17 as financial leases, did not
undergo any changes compared with the accounting reporting required by IAS 17 fully consistent
with the past.
At the transition date (1 March 2019), for leases previously classified in accordance with IAS 17 as
operating leases, the Group applied the retrospective method with the recording of financial
liabilities for lease agreements and the corresponding rights of use measured on the remaining
contractual fees at the transition date.
The application of the new principle was not completed and may be subject to changes until the
publication of the consolidated financial statements of the Group at 29 February 2020.
Impacts on the consolidated statement of financial position at 1 March 2019 (transition date)
The value of net (Liabilities) Assets and Assets for rights of use recorded for Leases at 1 March
2019 breaks down as follows:
(amounts in millions of euros) 1 March 2019
Financial (liabilities) for lease agreement payables, non-current and current 455.3
Financial assets for lease agreement income, non-current and current (12.3)
Net (Liabilities) Assets for leases at 1 March 2019 443.0
Assets for rights of use 447.7
Assets for rights of use at 1 March 2019 447.7

Impact on the main items of the consolidated income statement and the consolidated statement of
financial position for the first half-year ended 30 November 2019
30 November 2019 Impacts of IFRS 16 30 November 2019
(amounts in millions of euros) IAS 17 a b IFRS 16
a+b
Revenue 1,759.5 -- 1,759.5
Other income 2.4 (1.2) 1.1
TOTAL REVENUE AND INCOME 1,761.9 (1.2) 1,760.6
Purchases of materials and external services (1,735.1) 50.5 (1,684.6)
Personnel costs (138.8) -- (138.8)
Changes in inventory 155.7 -- 155.7
Other operating costs and expenses (5.7) -- (5.7)
GROSS OPERATING PROFIT 37.9 49.2 87.1
Amortisation, depreciation and impairment losses (21.8) (44.9) (66.7)
OPERATING PROFIT 16.2 4.3 20.5
Financial income 0.1 -- 0.1
Financial expenses (2.9) (7.1) (9.9)
PROFIT BEFORE TAX 13.4 (2.8) 10.6
Income taxes (0.2) (1.8) (2.0)
PROFIT/(LOSS) FOR THE PERIOD 13.2 (4.6) 8.7

Profit/(loss) for the period of the Group 13.2 (4.6) 8.7


Profit/(loss) for the period of third parties - - -

The different nature, qualification and classification of expenses, with the recording of
"Depreciation and amortisation of the rights of use of an assets" and "Financial expenses for interest
connected with the rights of use", in place of rental fees for operating leases, as per IAS 17, has led
to a positive impact on the Gross Operating Profit of Euro 49.2 million.
Specifically, the application of IFRS 16 to lease agreements resulted in:

22
(1) the reduction of other income through the different accounting treatment of rental fees relating
to the sub-lease agreements of stores;
(2) the reduction of operating costs for the different accounting treatment of rental fees relating to
lease agreements for the rental of stores, headquarters, warehouses and vehicles;
(3) the increase in depreciation and amortisation of the rights of use following the recording of
greater non-current assets ("Assets for rights of use");
(4) the increase in Financial expense for interest connected with rights of use following the
recording of greater financial liabilities;
(5) the change in Income taxes which represents the fiscal effect of the previously illustrated
changes.

Details of the impact of IFRS 16 on the main consolidated statement of financial position data as at
30 November 2019 are given below.
(amounts in millions of euros)
30 November Impacts of 30 November 2019
2019 IFRS 16 IFRS 16
IAS 17 a b a+b

Plant, machinery, equipment and other assets 85.6 - 85.6


Goodwill 195.3 - 195.3
Intangible assets with a finite useful life 31.0 (7.8) 23.2
Assets for rights of use - 447.3 447.3
Deferred tax assets 38.8 (1.8) 37.1
Other non-current assets 2.9 9.7 12.6
Total non-current assets 353.6 447.4 801.1
Inventories 518.1 - 518.1
Trade receivables 81.0 - 81.0
Current tax assets 0.9 - 0.9
Other current assets 17.4 1.2 18.6
Cash and cash equivalents 104.8 - 104.8
Total current assets 722.2 1.2 723.3
Total assets 1,075.8 448.6 1,524.4
Share capital 4.0 - 4.0
Reserves 37.6 - 37.6
Profit/(loss) carried forward 41.4 (4.6) 36.8
Profit/(loss) of third parties - - -
Total shareholders’ equity 83.0 (4.6) 78.5
Financial liabilities 36.5 - 36.5
Employee benefits 12.7 - 12.7
Other financial liabilities 14.8 397.7 412.6
Provisions 6.3 0.7 7.0
Deferred tax liabilities 3.2 - 3.2
Other non-current liabilities 0.0 - 0.0
Total non-current liabilities 73.6 398.4 472.0
Financial liabilities 9.5 - 9.5
Other financial liabilities 12.5 56.9 69.4
Trade payables 663.2 - 663.2
Current tax liabilities 2.8 - 2.8
Provisions 1.3 0.0 1.3
Other current liabilities 229.8 (2.2) 227.6
Total current liabilities 919.2 54.7 973.9
Total liabilities and shareholders’ equity 1,075.8 448.6 1,524.4

23
The breakdown of the impact of IFRS 16 on consolidated net financial debt is given below.
(amounts in millions of euros) 30 November 2019
Net financial debt - IAS 17 31.5
Current financial receivables - IFRS 16 1.5
Non-current financial receivables - IFRS 16 9.7
Other current financial payables - IFRS 16 (56.8)
Other non-current financial payables - IFRS 16 (397.7)
Net financial debt - IFRS 16 (411.9)

IFRIC 23

The Interpretation defines the accounting treatment of income tax when the tax treatment involves
uncertainties that have an effect on the application of IAS 12; it does not apply to levies or taxes
that do not come under IAS 12, nor does it specifically include requirements relation to interests or
sanctions attributable to uncertain tax treatments.
The Interpretation deals specifically with the following points:

- If an entity considers uncertain tax treatment separately;


- The assumptions of the entity on the examination of the tax treatments by the tax authorities;
- How an entity determines the taxable profit (or tax loss), the tax base, the tax losses not
used, the tax credits not used and the tax rates;
- How an entity treats changes in the facts and circumstances.

An entity should define whether to consider each uncertain tax treatment separately or together with
other (one or more) uncertain tax treatments. The approach that allows the best forecast of the
uncertainty solution should be followed. The interpretation is in force for financial years starting 1
January 2019 onwards, but some transitional facilitations are available. The Group applied the
interpretation at its effective date, the application of the new interpretation involved a restatement of
the liabilities for uncertain tax treatments from the item "Provisions" to the item "Liabilities for
current taxes".

7. Significant events during and after the period-end

Significant events during the period

The completion of the Pistone transaction


On 1 March 2019 Unieuro completed the acquisition of the entire share capital of Carini Retail
S.r.l., a company already owned by Pistone S.p.A. which owns a business unit comprising 12 sales
outlets in Sicily.

24
The integration started immediately and involved the gradual adoption of the Unieuro brand by the
new sales outlets with the conclusion celebrated by a striking local communication campaign.

The opening of an additional 5 Unieuro by Iper stores


On 14 March 2019 5 new shops-in-shops were opened in 5 Iper, la Grande hypermarkets with the
opening of the Rozzano sales outlet on 11 April 2019.

Renewed focus on services


On 4 April 2019 the “Casa Sicura Multiplan” service was launched. An innovative additional
assistance service offered exclusively by Unieuro. By activating cards purchases in-store, customers
can protect and safeguard large domestic appliances for more than 24 months, when they are no
longer covered by the statutory and manufacturer's warranty, wherever they were purchased.
At the beginning of July, Unieuro also launched "Digital assistance", the service which includes the
installation and configuration of technological devices in the home, with special reference to home
automation and the Internet of things. Thanks to the success it met with, from 11 October the
service - rechristened "Helpy" - was upgraded and extended to all the main Italian urban areas.

The new Unieuro App “augmented reality” function


With the objective of developing an increasingly personalised customer journey, at the end of April
Unieuro announced a new and innovative App functionality: augmented reality, which makes it
possible to simulate the presence of large appliances and TVs in a specific environment, so that one
can easily choose the best solutions to suit such environment.

The agreement with Enel X on Demand Response services


Unieuro signed a partnership agreement with Enel X for the provision of Demand Response
services at nine sales outlets. The service guarantees greater flexibility and stability of the power
grid, as well as a more efficient use of the energy infrastructure, enabling Unieuro to cut energy
costs and focus on more sustainable consumption.

The 2019 Shareholders’ Meeting


On 18 June 2019, the Unieuro shareholders' meeting, which was convened in a single call in Forlì̀ in
ordinary session, approved the Financial Statements at 28 February 2019; it resolved the destination
of the operating profit, including the distribution of a dividend of Euro1.07 per share totalling Euro
21.4 million; it voted in favour of the first section of the Remuneration Report; lastly, it appointed
the Board of Directors and the Board of Statutory Auditors.

Confirmation of the CEO


The new Board of Directors of Unieuro, which met on 26 June 2019, appointed Giancarlo Nicosanti
Monterastelli as the CEO of the Company, consistent with the previous office and it appointed the
members of the Control and Risks Committee, the Remuneration and Appointments Committee and
the Related-Party Transactions Committee.

New openings
On 28 June, three new direct sales outlets were opened in Portogruaro (Venice), Gela (Caltanissetta)
and Misterbianco (Catania), the latter under the scope of the brand development project in Sicily,
promoted after the acquisition of the former Pistone stores. Excluding the same number of closures
(Latina, Ascoli and Pescara), the number of direct Unieuro stores remained unchanged.

The liquidity agreement


On 29 October 2019, Unieuro appointed Intermonte SIM, one of the leading research and stock
brokerage companies in Italy the liquidity provider for its ordinary shares. The agreement, for one

25
year and with immediate effect, requires Intermonte to promote the liquidity of Unieuro's stock,
buying and selling it, through the methods and limits currently laid down by the applicable
regulations, in their own right and taking the risks associated with trading activities.

The GoInStore project with HP


In November, Unieuro and HP launched the GoInStore project, the only one of its kind in Italy, in
the light of their joint focus on the ominichannel approach and the central role of customer service.
The service allows anyone searching on the unieuro.it website for an HP product to ask for live
support from a consultant, who will respond in a video call directly from a Unieuro store.
Customers will thereby benefit from dedicated service from an expert ready to answer all their
questions and suggest the most appropriate products at any given time, showing them to him/her
through a webcam.

The accelerated bookbuilding operation by Italian Electronics Holdings S.à r.l.


On 13 November, the majority Unieuro shareholder, Italian Electronics Holdings S.à r.l., completed
an accelerated bookbuilding operation with 3.25 million company ordinary shares, corresponding to
16.25% of the share capital. The operation involved the placement of the shares at institutional
investors at a price Euro 12.95 per share, worth a total of around Euro 42 million.
After the conclusion of the offer, Italian Electronics Holdings S.à r.l. continued to own a 17.55%
stake of the existing share capital, subject to a lock-up period of 60 days.

A record Singles’ Day


During the commercial event that marks the start of the Black Friday season for Unieuro, Unieuro.it
achieved an all-time record in terms of orders: one every 3 seconds, triple the figure on 11
November 2018 and 60% higher if compared with the actual day of Black Friday 2018. Traffic on
the platform reached unprecedented levels of more than 600 thousand unique users, with it being
their first visit for more than half of them.

“Insegnadell’Anno 2019-2020” Award


On 28 November, Unieuro received the prestigious “Insegna dell’Anno 2019-2020” award in the
Household appliances & Electronics category, “top of mind” in its reference sector, ahead of the its
main competitors.

Significant events following the closure of the period

The success beyond expectations of “Addams Black Friday”


During the important Black Friday promotional campaign, which was launched on 11 November
and ended on 2 December, Unieuro recorded commercial results beyond expectations in all sales
channels and for all product categories, also thanks to the exceptional length of the campaign and
expansion of the stores network that took place in the previous twelve months.
Specifically, the direct sales outlets recorded revenues that increased by 15% with 6.7 million
cumulative entries in the period, the sell-out of affiliated stores increased by 18% and orders on the
Unieuro.it digital platform broke new records (+77%), accompanied by the success of the Monclick
Fra-i-Dei campaign.

26
8. Accounting Statements30
8.1 Income Statement

Period ended
(amounts in thousands of euros) 30 November 2019 30 November
IFRS 16 2018
Revenue 1,759,459 1,527,263
Other income 1,150 1,881
TOTAL REVENUE AND INCOME 1,760,609 1,529,144
Purchases of materials and external services (1,684,640) (1,498,111)
Personnel costs (138,828) (125,062)
Changes in inventory 155,707 127,349
Other operating costs and expenses (5,707) (5,165)
GROSS OPERATING PROFIT 87,141 28,155
Amortisation, depreciation and impairment losses (66,657) (18,916)
OPERATING PROFIT 20,484 9,239
Financial income 74 1,564
Financial expenses (9,948) (3,309)
PROFIT BEFORE TAX 10,610 7,494
Income taxes (1,953) 453
PROFIT/(LOSS) FOR THE PERIOD 8,657 7,947

Profit/(loss) for the period of the Group 8,657 7,947


Profit/(loss) for the period of third parties - -

Basic earnings per share (in euros) 0.43 0.40


Diluted earnings per share (in euros) 0.43 0.40

8.2 Statement of comprehensive income

(amounts in thousands of euros) Period ended


30 November 2019 30 November 2018
IFRS 16 IAS 17
CONSOLIDATED PROFIT/(LOSS) FOR THE PERIOD 8,657 7,947

Other items of comprehensive income that will or may be


reclassified to the profit/loss for the consolidated period:

Gains/(losses) on cash flow hedges (46) (139)


Income taxes 11 34
Total other components of comprehensive income that are
or could be reclassified to profit/(loss) for the consolidated (35) (105)
period
Other items of comprehensive income that will not be
subsequently reclassified to profit/(loss) for the consolidated
period:
Actuarial gains (losses) on defined benefit plans (878) (687)
Income taxes 247 191
Total other components of comprehensive income that
will not be reclassified to profit/(loss) for the consolidated (631) (496)
period:
Total comprehensive income for the consolidated period 7,991 7,346

30
IFRS 16 (Leasing) was adopted from 1 March 2019 b applying the retroactive method amended with the comparative information not restated. The
effects of this new accounting principle are illustrated in paragraph 6 - "Changes to the accounting standards" which should be referred to for further
details.

27
8.3 Statement of Financial Position

(amounts in thousands of euros)

30 November 2019 28 February 2019


IFRS 16 IAS 17
Plant, machinery, equipment and other assets 85,578 84,942
Goodwill 195,336 177,965
Intangible assets with a finite useful life 23,195 28,312
Assets for rights of use 447,314 -
Deferred tax assets 37,051 35,179
Other non-current assets 12,596 2,493
Total non-current assets 801,070 328,891
Inventories 518,050 362,342
Trade receivables 80,980 41,288
Current tax assets 900 2,118
Other current assets 18,556 19,773
Cash and cash equivalents 104,827 84,488
Total current assets 723,313 510,009
Total assets 1,524,383 838,900
Share capital 4,000 4,000
Reserves 37,605 29,558
Profit/(loss) carried forward 36,847 57,319
Profit/(loss) of third parties - -
Total shareholders’ equity 78,452 90,877
Financial liabilities 36,506 31,112
Employee benefits 12,718 10,994
Other financial liabilities 412,570 12,771
Provisions 6,981 7,718
Deferred tax liabilities 3,234 3,712
Other non-current liabilities 26 1,466
Total non-current liabilities 472,035 67,773
Financial liabilities 9,508 12,455
Other financial liabilities 69,394 7,683
Trade payables 663,231 468,458
Current tax liabilities 2,827 1,204
Provisions 1,317 1,348
Other current liabilities 227,619 189,102
Total current liabilities 973,896 680,250
Total liabilities and shareholders’ equity 1,524,383 838,900

8.4 Statement of cash flows

Period ended
(amounts in thousands of euros)
30 November 2019 30 November 2018
IFRS 16 IAS 17

Cash flows from operations


Consolidated profit/(loss) for the period 8,657 7,947
Adjustments for:
Income taxes 1,953 (453)
Net financial expenses (income) 9,874 1,745
Depreciation, amortisation and write-downs 66,657 18,916
Other changes 876 826

88,017 28,981
Changes in:
- Inventories (155,708) (127,570)
- Trade receivables (39,692) (31,532)
- Trade payables 193,235 167,686
- Other changes in operating assets and liabilities 39,718 31,774
-
Cash flow generated /(absorbed) by operating activities 37,553 40,358

28
Taxes paid (2,198) (741)
Interest paid (9,070) (2,139)

Net cash flow generated/(absorbed) by operating activities 114,302 66,459

Cash flow from investment activities


Purchases of plant, equipment and other assets (12,118) (19,185)
Purchases of intangible assets (7,211) (4,085)
Assets for rights of use (42,540) -
Investments for business combinations and business units (11,040) (5,913)
Net cash inflow from acquisition 10 -
Cash flow generated/(absorbed) by investing activities (72,899) (29,182)

Cash flow from investment activities


Increase/(Decrease) in financial liabilities 1,607 (4,119)
Increase/(Decrease) in other financial liabilities (1,271) 3,746
Distribution of dividends (21,400) (20,000)

Cash flow generated/(absorbed) by financing activities (21,064) (20,373)

Net increase/(decrease) in cash and cash equivalents 20,339 16,904

CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD 84,488 61,414
Net increase/(decrease) in cash and cash equivalents 20,339 16,904
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 104,827 78,318

9. Right to waive the obligation to publish an information document in the event of


insignificant transactions

Note that the Issuer opted to adopt the waiver in Article 70, paragraph 6 and
Article 71, paragraph 1 of the Issuers' Regulation, pursuant to Article 70, paragraph 8 and Article
71, paragraph 1 bis of the Issuers' Regulation.

10. Statement by the Financial Reporting Officer

I, the undersigned, Mr Italo Valenti, in my capacity as the Financial Reporting Officer of Unieuro
S.p.A., in conformity with the provisions of Article 154-bis of the “Consolidated Act on Financial
Intermediation”,

HEREBY CERTIFY

that the Interim Directors’ Report as at 30 November 2019 corresponds to the Company's
documentary findings, books and accounting records.

Forlì, 9 January 2020.

Italo Valenti
(Financial Reporting Officer)

29
Unieuro S.p.A.
Via Schiaparelli, 31
47122 Forlì (FC)
unieurospa.com
Unieuro S.p.A.
Investor Presentation
STAR Conference, 27-28 March 2018
Safe Harbor Statement

This documentation has been prepared by Unieuro S.p.A. for information purposes only and for use in presentations of Unieuro's results and strategies.

This presentation is being provided to you solely for your information and may not be reproduced or redistributed to any other person or legal entity.

This presentation might contain certain forward looking statements that reflect the Company’s management’s current views with respect to future events and financial and operational performance
of the Company and its subsidiaries.

Statements contained in this presentation, particularly regarding any possible or assumed future performance of Unieuro S.p.A., are or may be forward-looking statements based on Unieuro
S.p.A.’s current expectations and projections about future events, and in this respect may involve some risks and uncertainties. Because these forward-looking statements are subject to risks and
uncertainties, actual future results or performance may differ materially from those expressed in or implied by these statements due to any number of different factors, many of which are beyond
the ability of Unieuro S.p.A. to control or estimate.

You are cautioned not to place undue reliance on the forward-looking statements contained herein, which are made only as of the date of this presentation. Unieuro S.p.A. does not undertake any
obligation to publicly release any updates or revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation.

Any reference to past performance or trends or activities of Unieuro S.p.A. shall not be taken as a representation or indication that such performance, trends or activities will continue in the future.

This presentation has to be accompanied by a verbal explanation. A simple reading of this presentation without the appropriate verbal explanation could give rise to a partial or incorrect
understanding.

This presentation is merely informational and does not constitute an offer to sell or the solicitation of an offer to buy Unieuro’s securities, nor shall the document form the basis of or be relied on in
connection with any contract or investment decision relating thereto, or constitute a recommendation regarding the securities of Unieuro.

Unieuro’s securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

Due to rounding, numbers presented throughout this presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Italo Valenti, the manager in charge of preparing the corporate accounting documents, declares that, pursuant to art.154-bis, paragraph 2, of the Legislative Decree no. 58 of February 24, 1998,
the accounting information contained herein correspond to document results, books and accounting records.

2
Summary

• FY 2017/18 Preliminary Results

• Overview of Unieuro

• Unieuro’s Strategy

• Key Takeaways

3
Highlights

• Record FY Sales despite a competitive market environment: +12.8% to almost €1.9 billion

• Unieuro close to market leadership in terms of revenues

• Offline sales benefitting from acquisitions and new openings

• Strong boost from Online sales: +66.2%, now at 10% of total sales

• Adjusted EBITDA expected to increase vs. 65.4 €m in FY 2016/17

• Focus on shareholders remuneration confirmed: dividend pay-out anticipated at the beginning


of June 2018, in a lump sum in the interest of shareholders

• FY 2017/18 dividend expected to be similar to the amount distributed last year (€1.0 per share)

4
FY 2017/18 Preliminary Sales
Another strong year of revenue growth

• Record FY 2017/18 consolidated sales: 1,873.8 €m (+12.8% yoy)

+12.8%
• Acquisitions contributing for 175.4 €m:
1,873.8 − Monclick, from 1 June 2017
1,660.5 − 21 former Andreoli / Euronics stores, from 1 July 2017
− Euroma2 former Edom / Trony flagship store, from 20 September
2017
− 19 former Cerioni / Euronics stores, in three different steps (16
November 2017, 8 December 2017 and 27 January 2018)

• 7 new openings

• Online business growing fast: +36.5% net of Monclick’s B2C contribution

• Resilient store network:


− Like-for-like revenues down 1.9%, also due to the predicted impact
of new stores (not included in the like-for-like indicator) on the pre-
existing network
− Net of new openings impact on existing stores and 2016/17 major
FY 2016/17 FY 2017/18 refurbishments, Like-for-like sales +0.4%

Recurring business and new openings Acquisitions

5
Notes: Unaudited figures. Unieuro Fiscal Year ends on 28 February. (1) Like-for-like revenues performance reflects change in revenues of stores open for at least 26 months at 28 February 2018, including both retail and click & collect sales
Preliminary Sales Breakdown YoY change

Sales by channel B2B


118.9 €m
Travel • Retail: 1,327.9 €m +10.4%
23.6 €m − Acquisitions (41 stores) and new openings (5) boosting volumes
6.3%
Online 1.3%
185.0 €m • Wholesale: 218.5 €m -4.1%
9.9%
− Rationalization of wholesale partners’ network compounded by
new DOS effect and pick&pay sales increase
Wholesale • Online: 185.0 €m +66.2%
218.5 €m − Unieuro.it impressive growth (+36.5%) and Monclick B2C
11.7% consolidation (33.1 €m)
Retail • B2B: 118.9 €m +15.8%
1,327.9 €m − Monclick B2B2C contribution
70.9%
• Travel: 23.6 €m +45.7%
− New openings effect (3 stores, one of which at the end of FY16/17)

Sales by product category • Grey: 862.6 €m +8.0%


Services − Good performance in consumer segment, despite market
Other 65.8 €m weakness in the IT segment
102.6 €m 3.5%
5.5% • White: 494.3 €m +17.2%
− Strong strategic focus on White segment and product range
Brown expansion. Strong dishwashers dryers and refrigerators sales
348.4 €m • Brown: 348.4 €m +15.6%
18.6% Grey − Growing success of high-end TV sets (Ultra HD and OLED) and
862.6 €m positive impact from Monclick’s B2B2C consolidation
46.0% • Other products: 102.6 €m +28.7%
− Strong growth in personal mobility segment (especially hover
boards) and videogame consoles
White
• Services: 65.8 €m +12.3%
494.3 €m
26.4%
− Continuous focus on highly profitable services, such as extended
warranties
6
Notes: Unaudited figures. Unieuro Fiscal Year ends on 28 February.
Key Operational Data
Unieuro’s Retail Network: 497 stores Total Retail Area (sqm DOS only) Sales density
(€/sqm, LTM)

Openings Closures Pick-up 28 Feb. 2018 ~333,000 ~4,639


- DOS (units) Points
+0.2%
28 Feb. 2017 ~276,000 ~4,630

28 Feb. 2018 225 214


• Acquisitions and new openings boosting total sales area by over 20%
+48 -3
• Slight improve in Sales density
28 Feb. 2017 180 169

Loyalty Card Holders (millions)


- WHOLESALE PARTNERS (units)
28 Feb. 2018 1.6 7.3
+14.1%
28 Feb. 2018 272 203
28 Feb. 2017 1.5 6.4
+4 -13
212
28 Feb. 2017 280
• Card holders and active loyalty customers(1) increasing

• 41 new DOS coming from acquisitions:


− 21 former Andreoli/Euronics, reopened in Q2
− former Edom/Trony megastore in the Euroma2 shopping mall, reopened on 20 Sept. Workforce (FTEs)
− 19 former Cerioni/Euronics, reopened between 16 Nov. and 27 Jan.
• 7 new openings: 28 Feb. 2018 3,978
− 6 in 9M (Oriocenter, Orio Airport, Novara, Genova, Roma Trastevere and Napoli Airport +17.2%
− 1 in Q4 (Modena) 28 Feb. 2017 3,395
• Rationalization of DOS network started (closure of Frosinone, Cento and Roma
Torrevecchia stores), in parallel with wholesale partners network’s
• Acquisitions (515) and new openings effect
• Pick-up points: 417 (84% of total stores)

7
Notes: Unieuro Fiscal year ends on 28 February. (1) Active loyalty customers defined as customers who made at least a transaction within the last 12 months.
Dividend Pay-Out Anticipated
BoD resolutions

On 26 March 2018, the Board of Directors of Unieuro decided to:

• bring forward the dividend payment, with regard to fiscal year 2017/18. Ex-dividend date tentatively scheduled for 11 June 2018

• pay out dividends in a lump sum, instead of a payment in March (one-third of previous FY dividend), followed by a final payment in September (FY 2017/18
dividend net of March down payment)

Expectations concerning the dividend amount

The amount of FY 2017/18 is expected to be similar to the amount distributed last year (€1.00 per share):

• in light of of 2017/18 positive preliminary results

• consistently with the current dividend policy (pay-out of at least 50% of Adjusted Net Income1)

The dividend distribution proposal will be examined by the BoD to be called, among others, to approve the final data for FY 2017/18, on 26 April 2018

• Taking advantage of Unieuro’s favourable economic and financial performance


Rationale
• Bringing forward the total distribution of dividends by four months

8
Notes: Unieuro Fiscal year ends on 28 February. (1) The adjusted net profit (loss) for the period is calculated as the profit (loss) for the period adjusted (i) for adjustments incorporated in adjusted EBITDA and (ii) for the theoretical tax impact of those adjustments.
Summary

• FY 2017/18 Preliminary Results

• Overview of Unieuro

• Unieuro’s Strategy

• Key Takeaways

9
Unieuro at a glance
Established by the end of 1930s, Unieuro is Italy’s leading omnichannel consumer electronics retailer by
number of stores (approx. 500), with sales of about 1.9 €bn
Broad product range across multiple categories Full nationwide coverage
DOS
Grey goods  Mobile, IT, accessories, photography, 2 4
5 4
Wholesale
(46.0%) wearables
29 18
1 29 24 Travel Retail (DOS)
4
25 8
 MDA, e.g. washing machines, cooking 1
25 34

White goods appliances, dishwashers 10

(26.4%)  SDA, e.g. coffee machines, microwaves 10 12 17 11


 Home comfort, e.g. air conditioning 2 3
4 13
32 29
3 5
Brown goods 5

(18.6%)  TV, media storage, car accessories 8 29


1 19
1 3 4

4 14

Other  Entertainment, e.g. consoles, videogames, 1 20

Products music, movies


(5.5%)  Non electronic products, e.g. bicycles, drones,
hover boards
Store breakdown by geography
 Delivery and installation (2)(2) 3 21
DOS (1)
 Extended warranties Affiliates Total
Services  Brokerage for financial services North 58% 34% 45%
(3.5%)  Commissions from subscription to telecom Centre 32% 27% 29%
South 9% 39% 26%
contracts 225 272 497
Total

10
Notes: All figures as at 28 February 2018; (1) Including 11 Travel Retail DOS.
Integrated omnichannel presence across offline and online
Retail: 214 DOS Travel Retail: 11 DOS Wholesale: 272 stores Online B2B
1.3% 11.7% 9.9% 6.3%
Contribution to FY

70.9%
17/18 total sales

 Focus on malls and city centre  Stores located in main Italian airports  Stores in smaller and more remote  Digital platform launched in 2016:  Opportunistic business
locations with store average size of and in Torino train station catchment areas − new website optimised for  Includes agreements with
c.1,500 sqm  Focus on “grey” and “brown” goods mobile navigation with companies producing vouchers to
Summary Overview

 Allows further penetration across


 Wide range of store formats additional functionality (e.g. be used at Unieuro stores
 Exposure to favourable whole Italian territory mirroring, smart assistant,
 Modern, engaging store layout travel dynamics instant search)  Direct bulk supply to:
designed to maximise product  Unieuro brand / store format
 Reduced space (c. 100 sqm) − new native mobile App − Corporate customers
visibility allowing proximity to products  Exclusive supply
 “Click & Collect” driving traffic to − Electronics traders
 Favourable lease terms with short  On-the-go impulse purchases  Limited central costs, no capex and stores: 410 pick up points, 84% − Foreign customers
notice break clause permitting rapid of total stores
 Marketing tool to increase brand positive impact on profitability
response to local market trends  Unieuro as a first mover in the
visibility  Integration of online and offline B2B2C adjacent market segment,
>1,000; 6% channels thanks to Monclick acquisition
>2,000 sqm <1,000 sqm Rome Milan (Malpensa,
19% 12% Fiumicino) Linate, Bergamo)
500–1,000  Pure player Monclick acquired
5 stores 4 stores
Sqm; 27%
<500 sqm
Turin (Porta Naples 67%
Nuova Station) (Capodichino )
1,000–2,000 1 store 1 store
sqm; 69%

11
Notes: Figures as at 28 February 2018.
A successful business model, centralised and scalable
Centralised decision-making in the Forlì HQ A unique business model within the Italian CE sector…
• A lean organisational structure
• All corporate functions centralised and managed by 275 FTEs in the Forlì HQ:
Procurement, Supply Chain, Property, Security, CRM, ICT, Marketing,
Main Competitor Buying Groups
Administration, Finance, Legal, HR, Tax, Investor Relations, Communication,
Business Development, M&A
• 3,768 FTEs in the stores and 10 agents(1): highly flexible workforce permitting
Approach Omnichannel Omnichannel Mainly traditional
Unieuro to preserve maximum productivity and adjust labour costs

All formats, from


Store format travel to flagship Large stores only All formats
One logistic platform serving all channels stores

• Centralised warehouse located in Piacenza, one of the main Italian logistics hubs
Many, one for each
Headquarters One, centralised One, centralised
• 50,400 sqm of current total surface area. Capacity to double in 2018 member
• ̴ 90% of DOS within 600 km from Piacenza
Decentralised,
Centralised Mixed, both at HQ
Purchasing at single member
at HQ level and at store level
Travel level
Retail
(DOS) Many, one or more
Many, one for
Retail Warehouse One, in Piacenza at single member
B2B
(DOS) each store
level
Piacenza
Distribution (“Click &
Centre Collect”)

Wholesale
Online
customers …providing synergies and allowing Unieuro to profitably
(“Click & Collect”)
manage all kind of store formats
Transit points managed by third parties

12
Notes: Data as of 30 Nov. 2017; (1) 2 agents employed by Unieuro
A strong brand supported by a future-facing marketing framework
An innovative, integrated & distinctive marketing
ecosystem
• Offline, Online, In-Store marketing activities together with Customer Insight
efforts to support omnichannel strategic approach
• Digital and traditional marketing as a unique and future-facing framework,
covering all the core offline and online disciplines

One of the strongest brands in the retail sector

• Successful rebranding in 2014 following UniEuro acquisition


• One of the most recognisable brand in the Italian landscape, empowered by a
unique and memorable claim (“Batte. Forte. Sempre”), able to create a lasting
value in the customer’s mind

Innovative TV format in partnership with


Samsung and RTI/Mediaset
BRAND
AWARENESS
99%

Singles’ Day (11/11), the Chinese born


“BATTE. FORTE. SEMPRE”
46% shopping festival, introduced in Italy for
SPONTANEOUS RECALL
the first time by Unieuro

ADVERTISING RECALL 43%


Multichannel, integrated, massive marketing
campaign for the 2017 Black Friday

13
12 years of consistent long-term growth…
Consistent growth achieved despite a period of declining
GDP, grasping the opportunity to grow as an M&A +40 stores
426.6 €m(2) inherited Net operated by
consolidator Operating Losses carried
forward, available for
reduction of future taxes
+1 flagship
Sales(1) (€m) payable
operated by

+8 Travel stores
operated by
1,874

+94 stores 1,660


operated by 1,557
+12 stores 1,385
+25 stores operated by
+7 stores operated by
operated by

858

FY 2005/06 FY 2006/07 FY 2007/08 FY 2008/09 FY 2009/10 FY 2010/11 FY 2011/12 FY 2012/13 FY 2013/14 FY 2014/15 FY 2015/16 FY 2016/17 FY 2017/18

GDP Growth (%)(3)

0.9% 2.0% 1.5% (1.1%) (5.5%) 1.7% 0.6% (2.8%) (1.7%) 0.1% 0.8% 0.9%

DOS
21 24 35 54 65 69 68 81 173 178 181 180 225(4)

14
Notes: Source: Company information, Real GDP volume growth rate (% change on previous year) from Eurostat. FY ending in February; FY2014 figures include only 3 months of former UniEuro; (1) Sales pre FY2014 do not include “Other” sales; (2) Current amount of Net
Operating Losses carried forward: 407.5 €m as of 30 November 2017; (3) Refers to the calendar year and not to the fiscal year of Unieuro; (4) Including 214 Retail DOS and 11 Travel Retail DOS.
…to reach a leading position in the market…
Expansion of DOS store network by over 10x since 2006 …and large share gains of 17pp at expense of competition…
with total stores reaching 497 end of FY2017/18…
302 €m 1,884 €m
497
9.4 €bn 9.6 €bn
+204
225
225 +17 pp
+2 p.p. gained vs.
20% FY 2015/16

21
21 3%

FY 2005/06 FY 2017/18 FY 2005/06 FY 2016/17


# of DOS Sales, excl. warranties and entertainment, incl. VAT. Source: Company information.
Total # stores including DOS and wholesale partners Addressable market (€bn)(1). Source: Company elaborations based on market data.

…resulting in the leading company in the Italian CE market by


number of stores

2016 Sales (€m) 1,874(2) 2,052(3) 226 272 184 n.a. 196 186 n.a. 145 406 134

(2)
Current # of stores 497

(3)
Member of Euronics buying group 116
Member of Trony buying group 51 48 37 32 55 43 36
27 NA 12
Member of Expert buying group (4) (5)
Mediamarket Butali Bruno SIEM Galimberti Nova Copre DPS Papino DGGroup Pistone

15
Source: Company information (for Unieuro); companies’ websites and companies’ filings, Company elaborations based on market data. Notes: (1) Addressable market definition excludes sales from Entertainment category; (2) Unieuro sales and store number refer to FY
2017/18; (3) Mediamarket SpA sales and store number refers to FY 2016/17, ended on 30 Sept. 2017. (4) Galimberti has filed with the competent court petition for an arrangement with creditors (“concordato preventivo”). Petition is still pending. (4) DPS is in bankruptcy.
…with the ambition to create Italy’s #1 CE retailer
Italy considerably less consolidated than other …presenting a €1.7bn consolidation opportunity
Western European markets…
Italy consolidation potential:
Combined addressable market share of top 3 companies (2015) Top 3 companies combined sales today vs. potential based on average
of Germany, France and UK markets (€bn)(2)(3)
(1)
6.0 17.1 10.3 9.1

10.2(5) 23.3 13.6 10.3

88%
6.6 Consolidation potential:
(1) 79% 1.7 €bn
76% of which 0.3 €bn already
73%
aggregated by Unieuro in
FY 2017/18

59% 4.9

Others
41%

Unieuro
18%

Average
(GER, FRA, UK)
Today Potential
Top 3 companies sales (€bn), incl. VAT
(59% consolidation) (79% consolidation)
Addressable Market(4) (€bn)

Source: Planet Retail and Company information (Top 3 companies sales), Company elaborations Source: Company information, Planet Retail, Company elaborations based on market data.
based on market data (addressable market).
16
Notes: (1) Pro-forma for the acquisition of Darty by Fnac; (2) Excluding VAT; (3) This is meant to illustrate the consolidation potential in the Italian market and is by no means a market consolidation projection; (4) In order to present addressable market size on a comparable
basis for international markets the addressable market perimeter in Italy is calculated on a modified basis
The only listed omnichannel CE retailer in Italy
IPO (April 2017) Updated shareholding structure
• Listing venue: Italian Stock Exchange, STAR Segment
• Offer size: 6.9 million shares, equal to 34,5% of the Company's issued share capital, sold to
institutional investors (37% of demand from Italian Investors; 63% from US, UK and
Continental Europe investors)
• Price: 11.00 € per share
• Total consideration: 76 €m
• Market capitalization at IPO: 220 €m
33.8%
Placement (September 2017)
• Offer size: 3.5 million shares, equal to 17.5% of the Company's issued share capital, sold to
institutional investors 52.0%
• Price: 16.00 € per share
• Total consideration: 56 €m
• Market capitalization at Placement price: 320 €m
7.2%

Dividend Payment (September 2017) 4.7%


• 1 € per share, equal to 9.1% of the IPO price
2.3%
• Total amount: 20 €m of which 10.4 €m paid to Investors

Demerger of IEH (October 2017) Rhône Capital (1)


Dixons Carphone Plc (2)
• Non-proportional demerger of majority shareholder
Silvestrini Family
• Improved transparency of Unieuro chain of control Unieuro's Top Management
• Direct involvement of the Top Management in the shareholding structure Free float

17
Notes: (1) Through Italian Electronics Holdings S.à.r.l (2) Through DSG European Investments Limited
Summary

• FY 2017/18 Preliminary Results

• Overview of Unieuro

• Unieuro’s Strategy

• Key Takeaways

18
Unieuro’s Strategic Goals
Continue the profitable growth of the business by increasing market share in trending product categories (MDA, SDA, Telecom),
VISION focusing on customer-centric approach and omnichannel opportunities

STRATEGIC
PILLAR
Proximity Experience Retail Mix

Further boost to geography coverage and Differentiation by distribution format


Keep the attractiveness of stores high
development of proximity stores
OFFLINE

Ensure maximum website usability by


Integration into the digital ecosystem Expand the range
optimizing mobile opportunities
ONLINE

Value Customer Insight to maximize Strenghten positioning in the Service


Use physical assets with a view to
engagement opportunities (frequency, average segment; boost coverage of trending, high-
omnichannel exploitation
ticket, margins) margin product categories
OMNICHANNEL

Supply Chain

ENABLER Brand Equity

Partnership with Suppliers

19
Andreoli, Euroma2 and Cerioni Previously existing
Unieuro DOS
40 ex-Euronics stores acquired; one ex-Trony flagship store relaunched Newly acquired stores

• 21 ex-Euronics DOS in Southern Lazio, Abruzzo and Molise acquired from Andreoli S.p.A.
− Closing date: 17 May
− Reopening: 1 July
− Total consideration: 12.2 €m
− Target: over 100 €m of additional sales at run-rate within 12-18 months
• ex-Trony Euroma2 flagship store, previously managed by Edom S.p.A., relaunched
− Reopening: 20 September
− Total consideration: 3.0 €m (key-money)
− Target: 20-25 €m of additional sales at run-rate within 12-18 months
• 19 ex-Euronics DOS in Marche and Emilia Romagna acquired from Gruppo Cerioni S.p.A.
− Closing dates: 31 October (11 stores), 21 November (6), 21 December (2)
− Reopening: 1 July (11 stores), 8 December (6), 27 January 2018 (2)
− Total consideration: 8.0 €m
− Target: 90 €m of additional sales at run-rate within 12-18 months
• Recovery plan immediately executed and comprising:
• adoption of the Unieuro banner
• refurbishment
• total product restocking (all stores acquired without stock)
• integration into Unieuro’s IT system
• salesforce training
• Profitability expected in line with the Company’s targets within 18-24 months
• Unieuro’s unique business model allowing fast execution and important synergies

• Leveraging the existing platform to extract synergies (procurement, logistics, marketing)


Strategic
• Improving Unieuro’s coverage of Central Italy, boosting total market share
Rationale • Consolidating the offline market, while weakening competing buying groups

20
Online external growth
Acquisition of pure player Monclick S.r.l. FY 2016 sales (€m)
• One of the leading Italian e-commerce platforms, specialised in the sale of
consumer electronics products
• Consolidated from 1 June B2B2C B2C
45% 55%
• Total consideration: 10.0 €m
• Break-even expected in 18-24 months
• Two separated business lines:

• “Standard” online B2C consumer electronics business


through monclick.it website
B2C • Broad assortment including Grey, White, and Brown goods, Key integration activities
entertainment products and value-added services
• Low price positioning  Design and implement an integrated sourcing model to exploit Unieuro
purchasing power
• Products sold directly to customers of Monclick’s business
partner, usually large companies with broad customer base (e.g.  Launch of dedicated website for B2B clients to improve user experience
banks, mobile phone carriers, supermarkets)  Scouting of new vendors to develop new partnerships
• Full ownership of the entire sale process, including design of an
B2B2C  Develop a sales force dedicated to B2B segment
ad-hoc website, selection of product assortment (usually limited
to a small number of SKUs), delivery, and after-sale services  Improve automation of B2B2C digital platforms, with potential benefits on
• the only Italian consumer electronics retailer with a meaningful margins
presence and track-record in this channel

• Leveraging the existing platform to extract synergies (procurement, logistics, IT and G&A)
Strategic • Expanding product range thanks to Monclick broad assortment
Rationale • Deepening penetration of the online channel
• Entering the B2B2C segment, totally new for Unieuro

21
Summary

• FY 2017/18 Preliminary Results

• Overview of Unieuro

• Unieuro’s Strategy

• Key Takeaways

22
Key Takeaways

• Unique and winning business model, positioning Unieuro as the only omnichannel
consolidator in the highly fragmented Italian CE market, through new openings and M&A

• Channels integration strategy as the only way to succeed in such a competitive market

• Customer Centrality at the heart of the business model, starting with CRM building

• Voice of Customer as a pillar of decision-making and customer touchpoints continuous


improvement process (i.e. NPS measurement)

• Impressive cash generation boosted by acquisitions and NWC control


• Over 400 €m NOLs allowing future tax savings
• Continuous focus on Shareholders’ remuneration

23
Notes: Consumer segment only
INVESTOR CONTACTS

Andrea Moretti
Investor Relations Manager

+39 0543 776769


+39 335 5301205

amoretti@unieuro.com
investor.relations@unieuro.com

24

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