Esprinet

Pre-Annual General Meeting Information • Aug 26, 2024

Esprinet S.p.A.

Headquarters in Vimercate (MB), Via Energy Park no. 20 Share capital EUR 7,860,651.00, fully paid up Milan, Monza-Brianza and Lodi Companies Register no. 05091320159 Tax ID no. 05091320159, VAT no. IT 02999990969 Economic and Administrative Index MB – 1158694

Extraordinary Shareholders' Meeting of 6 September 2024

in single call

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Board of Directors' Explanatory Report on the resolution proposal referred to in point 1) of the agenda of the Extraordinary Shareholders' Meeting:

1. Proposal to amend Articles 8, 10, 12, 16 and 19 of the Articles of Association; inherent and consequent resolutions.

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Explanatory report of the Board of Directors of Esprinet S.p.A., prepared pursuant to Art. 125-ter of Italian Legislative Decree no. 58 of 24 February 1998, as subsequently supplemented and amended ("Consolidated Finance Act" or "TUF") and Art. 72, paragraph 1-bis, of the Regulation adopted with Consob Resolution no. 11971 of 14 May 1999, as subsequently supplemented and amended ("Issuers' Regulation"), and in compliance with Annex 3A of the same Issuers' Regulation.

ERRATA CORRIGE

Dear Shareholders,

this report outlines the proposals that the Board of Directors of Esprinet S.p.A. (hereinafter, "Esprinet", the "Company" or the "Issuer") intends to submit for your

approval in relation to the first and only item on the agenda of the Extraordinary Shareholders' Meeting to be held, in single call, on 6 September 2024.

1. REASONS FOR THE PROPOSED CHANGES

The proposed amendments to the Articles of Association of Esprinet, as better illustrated below, take into account the provisions of Italian Law no. 21 of 5 March 2024 — published in the Official Gazette of the Italian Republic no. 60 of 12 March 2024 — (hereinafter, the "Capital Law") concerning "Interventions to support competitiveness of capital assets and proxy to the Government for the organic reform of the relevant provisions on capital markets assets brought by the consolidated law referred to in Legislative Decree 24 February 1998, No. 58, and of the provisions referred to capital companies contained in the Italian Civil Code applicable also to issuers in the capital markets".

In particular, Art. 135-undecies.1 of the TUF provides for the possibility of rendering applicable the provisions initially issued in the context of the COVID-19 health emergency, which envisage the possibility for listed companies and companies admitted to trading on a multilateral trading system to rule that the participation and exercise of the right to vote in the Shareholders' Meeting for those entitled may take place exclusively by assigning a mandate (or sub-mandate) to the Designated Representative, on the condition that the Articles of Association expressly envisage such a possibility.

With the amendments to Articles 8, 10 and 12 of the Articles of Association detailed below, it is therefore proposed to introduce the right for Esprinet to designate the person envisaged by Article 135-undecies of the TUF, the Designated Representative, to whom the shareholders may confer a mandate to participate in

the Shareholders' Meeting and to establish — if permitted by law and/or by the regulatory provisions in force pro tempore — that participation and the right to vote in the Shareholders' Meeting for those entitled shall take place exclusively by granting a mandate or sub-mandate to the Designated Representative.

The provision is accompanied by the further specification that if the Company opts to participate in the Shareholders' Meeting exclusively through the Designated Representative, participation in the Shareholders' Meeting by the entitled parties may also, or exclusively, take place via suitable telecommunication means, without the Chair, Secretary and/or Notary having to be physically in the same place. This possibility, which entailed a waiving of various provisions of the articles of association during the emergency regime, was subsequently endorsed by standard notary practice (See Principle no. 187 "Participation in the Shareholders' Meeting by means of telecommunication" of 11 March 2020 and Principle no. 200 "Statutory clauses that legitimate shareholders' meetings being called exclusively by means of telecommunication" of 23 November 2021, of the Notary Council of Milan).

As is common knowledge, the Company adopted these organisational methods for its meetings starting as of 2020, and from this experience it can be concluded that the Designated Representative on an exclusive basis, besides having made shareholder participation much easier, also streamlined the holding of the meeting.

The possibility of holding meetings of the Board of Directors and the Board of Statutory Auditors remotely, based on the same procedures as the Shareholders' Meeting, is the reason for the amendments to Articles 16 and 19 of the Articles of Association, as detailed below. This possibility, introduced as mentioned above in the context of the emergency regime for shareholders' meetings, was subsequently endorsed by the standard notary practice also with regard to the meetings of the

other corporate bodies (see the aforementioned Principles no. 187 and 200 of the Notary Council of Milan).

The proposed amendments are outlined in greater detailed below.

2. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Below is the current text of the Articles of the Articles of Association of Esprinet subject to amendment compared with the text in the version that will come into force as a result of the possible decision to amend the Articles of Association.

Current text	Proposed text
SHAREHOLDERS' MEETING	SHAREHOLDERS' MEETING
ARTICLE 8	ARTICLE 8
[…omissis…]	[…omissis…]
Whilst the powers of meeting	Whilst the powers of meeting
envisaged by specific legal convocation	envisaged by specific legal convocation
requirements in any case hold good, the	requirements in any case hold good,
Board of Directors convenes ordinary or	and subject to the provisions of Article
extraordinary shareholder meetings to	10, para. 6, the Board of Directors
be held at the company's registered	ordinary extraordinary convenes or
headquarters or in any other place	shareholders' meetings to be held at the
indicated in the meeting notice, as long	company's registered headquarters or
as it is in Italy.	in any other place indicated in the
	meeting notice, as long as it is in Italy.
[…omissis…]	[…omissis…]
ARTICLE 10	ARTICLE 10
	[…unchanged…]
The entitlement to participate in the
meeting and to exercise voting right will
be regulated pursuant the law and
applicable regulation.

Every right-holder having the right to attend the shareholder meeting has the right to peruse all official documents lodged at the company's registered headquarters and to obtain a copy of the same.

Right-holders can cause themselves to be represented at shareholder meetings with observance of legal requirements. Notification to the Company of the proxy given for the attendance of the shareholder meeting can be made also through sending of the document at the email address indicated in the meeting notice.

The Board of Directors of the Company designates for each Shareholders' Meeting, as indicated in the notice of call, a person with the role of Designated Representative, to whom the shareholders may, in the manner and within the terms provided for by law and by the regulatory provisions in force pro tempore, confer mandate with voting instructions on all or some proposals on the agenda, within the terms and in the manner prescribed by law.

Where envisaged and/or permitted by the legislation in force pro tempore, the Company may indicate in the notice of call that the participation and exercise of the right to vote in the

Shareholders' Meeting take place exclusively through the assignment of a voting mandate (or sub-mandate) to the Designated Representative pursuant to Art. 135-novies and 135- undecies of Italian Legislative Decree no. 58 of 24 February 1998.

In the event that the Board of Directors of the Company makes use of the right referred to in the previous paragraph, where envisaged and/or permitted by the legislation in force pro tempore, the Board of Directors of the Company may provide that the participation in the Shareholders' Meeting by entitled parties (directors, statutory auditors, representatives of the auditing company, the notary public, the Designated Representative and the other persons who are permitted to participate in the Shareholders' Meeting pursuant to the law and the Articles of Association, other than those who have the right to vote) may also, or exclusively, take place by means of telecommunications that guarantee identification, without the Chair, secretary and/or notary having to be physically in the same place, on condition that: (a) the Chair of the meeting is able to ascertain the identity and legitimate right of the participants, and can verify and announce the results

	of any vote; (b) the person taking the
	minutes is able to adequately record the
	events of the meeting that are to be
	included in the minutes; (c) attendees
	allowed participate in the to are
	discussion and the Designated
	Representative is allowed to vote
	simultaneously on the items on the
	agenda.
	Furthermore, the Board of
	Directors of the Company may arrange
	for the proceedings of the
	Shareholders' Meeting be to
	transmitted in real time via streaming.
ARTICLE 12	ARTICLE 12
Shareholder meetings are chaired	[…unchanged …]
Chairman by the of the Board of
Directors, or in the case of his absence
impediment, by the Deputy or
Chairman, if appointed, and, in their
absence, by another person designated
by the shareholder meeting.
It is the responsibility of the	It is the responsibility of the
meeting chairman to ascertain that the	meeting chairman to ascertain that the
meeting has been properly constituted,	meeting has been properly constituted,
ascertain the identity and legitimation	ascertain the identity and legitimation
of those meeting present, manage	of those meeting present, manage
of proceedings the basis the on	of proceedings the basis the on
approved Shareholder Meeting	approved Shareholders' Meeting
Regulation, and ascertain and to	Regulation, to ascertain and proclaim
proclaim the results of voting.	the results of voting, and to enable the
	regular adoption by the Meeting of the
	resolutions on the agenda, exercising all

	prerogatives for this necessary
	purpose.
[…omissis…]	[…omissis…]
BOARD OF DIRECTORS	BOARD OF DIRECTORS
ARTICLE 16	ARTICLE 16
Meetings of the Board of	Meetings of the Board of
Directors are also held away from the	Directors are also held away from the
company's registered headquarters, as	company's registered headquarters, as
long as the venue is in Italy, and are	long as the venue is in Italy, unless it is a
convened at the Chairman's request or	held solely meeting via
at the joint request of the majority of	telecommunication and means, are
Board members, or at the request of the	convened at the Chairman's request or
President of the Board of Statutory	at the joint request of the majority of
Auditors or of at least one member of	Board members, or at the request of the
the Board of Statutory Auditors.	President of the Board of Statutory
	Auditors or of at least one member of
	the Board of Statutory Auditors.
[…omissis…]	[…omissis…]
The possibility is envisaged of	The possibility is envisaged of
Board of Directors' meetings being held	Board of Directors' meetings being held
via teleconferencing or	via teleconferencing or
videoconferencing, on condition that all	videoconferencing, without the Chair
those eligible can participate and be	and secretary having to be physically in
identified and are able to follow the	the same place, the condition that all on
discussion and intervene in real time in	those eligible can participate and be
discussion of the topics addressed, as	identified and are able to follow the
well receive and to as peruse or	discussion and intervene in real time in
transmit documents. If such	discussion of the topics addressed, as
prerequisites exist, the Board meeting is	well as to receive and view or transmit
considered to be held in the place where	documents. If such prerequisites exist,
the Chairman is present, and where the	the Board meeting is considered to be
secretary for the meeting must also be	held in the place where the Chairman is
present, in order to permit the drafting	present, and where the secretary for

and signature of minutes in the relevant	the meeting must also be present, in
journal.	order permit the drafting and to
	signature of minutes in the relevant
	journal.
[…omissis…]	[…omissis…]
BOARD OF STATUTORY AUDITORS	BOARD OF STATUTORY AUDITORS
ARTICLE 19	ARTICLE 19
[…omissis…]	[…omissis…]
	The Board of Statutory Auditors may
	hold its meetings by video, audio or
	teleconference, in the manner specified
	above for the Board of Directors.

3. RIGHT OF WITHDRAWAL

The Board of Directors believes that none of the proposed amendments to the Articles of Association illustrated and justified herein assign the right of withdrawal to the Company shareholders, as none of the prerequisites set forth in the law are met.

4. RESOLUTION PROPOSAL

This being stated, the following is submitted for your approval:

resolution proposal

"The Extraordinary Shareholders' Meeting of Esprinet S.p.A.:

having examined the explanatory report of the Board of Directors on the first

and only item on the agenda and having shared the reasons for the proposals contained therein,

resolves

• (1) to amend the text of Articles 8, 10, 12, 16 and 19 of the Articles of Association and to approve the new text as illustrated in the Explanatory Report of the Board of Directors, attached to this decision so that it may become an integral and substantial part thereof;
• (2) to grant to the Board of Directors, and on its behalf to the Chair and Chief Executive Officer pro tempore, with the right to sub-delegate, also through special attorneys appointed for this purpose, the broadest powers, without any exception, either necessary or appropriate, to be exercised severally, to execute the above resolutions and to exercise the powers they entail, as well as to fulfil the formalities required so that all the resolutions adopted today may obtain the approval of the law and any regulations, including all the broadest powers to introduce any non-substantial modification, integration or cancellation that may be necessary, to the resolutions of the Shareholders' Meeting, the text of these minutes and the annexed Articles of Association, at the request of every competent authority or at the time of registration in the Register of Companies, as legal representative of the Company."

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Vimercate, 25 July 2024

On behalf of the Board of Directors The Chair Maurizio Rota