Esprinet S p A : Report on Corporate Governance and ownership Structure 2023

REPORT ON

CORPORATE

GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

Parent Company: Esprinet S.p.A.

Partita Iva: IT 02999990969

Companies' Register of Milan, Monza e Brianza, Lodi and Tax Number: 05091320159

R.E.A. (economic and administrative index) MB-1158694

egistered Office and Administrative HQ: Via Energy Park, 20 20871 Vimercate (MB)

Subscribed and paid-in share capital as at 31/12/2023: Euro 7.860.651

REPORT ON

CORPORATE

GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

Pursuant to Article 123-bis

of the Consolidated Law on Finance (traditional management

and control model)

Issuer: Esprinet S.p.A.

Website: www.esprinet.com

Financial year to which the Report refers: 2023

Date of approval

of the Report: 12 marzo 2024

CONTENTS

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE - 2023

Glossary					6
Introduction				7
1.	Issuer profile			7
2.	Information on the ownership structure as at 12 March 2024			9

1. Share capital structur
2. Restrictions on the transfer of share
3. Significant investments in the share capital
4. Securities that grant special rights
5. Employees' shares: mechanism for exercising voting rights
6. Restrictions on voting rights
7. Shareholders' agreements
8. Change of control clauses and statutory provisions governing takeover bids
9. Authorisation to increase the share capital and to purchase treasury shares
10. Management and coordination activities

3.	Compliance				12
4.	Board of directors			12

1. Role of the board of directors
2. Appointment and replacement
3. Composition
4. Functioning of the board of directors
5. Role of the chair of the board of directors
6. Executive directors
7. Independent directors and lead independent director

5.	Management of corporate information				26
6.	Committees within the board of directors			27
7.	Self-assessment and succession of directors - appointments committee				27

1. Self-assessmentand succession of directors
2. Appointments and remuneration committee

8.	Directors' remuneration - remuneration committee			30
	8.1	Directors' remuneration
	8.2	Remuneration committee
9.	Internal control and risk management system - control and risk committee		30

1. Chief Executive Officer
2. Control and risk committee
3. Head of internal audit
4. Organisational model pursuant to Italian Legislative Decree No. 231/2001
5. Independent auditors
6. Financial reporting officer and other roles and corporate functions
7. Coordination between individuals involved in the internal control and risk management system

10.Directors' interests and related-party transactions		41
11.Board of statutory auditors								42
11.1 Appointment and replacement
11.2 Composition and functioning
12.Relations with shareholders					49
13.Shareholders' meetings				50
14.Additional corporate governance practices			51
15.Changes after the close of the reference financial year			51
16.Considerations regarding the letter from the chair of the corporate governance committee		51
Tables							53
Table 1: information on the ownership structure as at 12 March 2024
Table 2: structure of the board of directors at the year-end date
Table 3: structure of internal board committees at the year-end date
Table 4: structure of the board of statutory auditors at the year-end date

6 Esprinet 2023

GLOSSARY

Chief Executive Officer or CEO: the chief executive officer of Esprinet S.p.A. currently in office.

Director(s): individually or jointly, depending on the case, the members of Esprinet S.p.A.'s Board of Directors.

Shareholders' Meetings: the Shareholders' Meeting of Esprinet S.p.A..

Civil Code: the Italian Civil Code.

Code or Corporate Governance Code: the Corporate Governance Code of Listed Companies approved in January 2020 by the Corporate Governance Committee.

CG Committee or Corporate Governance Committee : the Italian Corporate Governance Committee of Listed Companies promoted not only by Borsa Italia- na S.p.A., but also by ABI, Ania, Assogestioni, Assoni- me, Confindustria.

Board of Directors or Board or Administrative Body: the Board of Directors of Esprinet S.p.A..

Year-EndDate: refers to 31 December every year.

Report Date: refers to 12 March 2024, the date on which the Board of Directors approved this report.

Financial year: the financial year to which the Report relates.

Esprinet or the Company or the Parent Company or the Issuer: Esprinet S.p.A., with registered office in Vimercate (MB), Via Energy Park 20, Tax Code 05091320159 and VAT No. 02999990969, listed on the Milan Stock Exchange.

Group: collectively Esprinet S.p.A. and its subsidiaries as defined in article 2359 of the Italian Civil Code and article 93 of the Consolidated Law on Finance.

Control Body or Board of Statutory Auditors: the Board of Statutory Auditors of Esprinet S.p.A..

Shareholders' Agreement: the shareholders' agreement between Axopa S.r.l. and Montinvest S.r.l. regarding 13,222,559 ordinary shares of Esprinet, representing a total of 26.23% of the share capital.

CONSOB Issuers' Regulations: the Regulations issued by CONSOB (Italian National Commission for Companies and the Stock Market) pursuant to resolution No. 11971 of 1999 (as subsequently amended) regarding issuers.

CONSOB Markets Regulations: the Regulations on markets issued by CONSOB by means of Resolution No. 20249 of 2017.

CONSOB Related Party Regulations: the Regulations issued by CONSOB under Resolution 17221 of 12 March 2010 (as subsequently amended) regarding related party transactions.

Report: the Report on Corporate Governance and Ownership Structure that companies are required to draw up and publish pursuant to Article 123-bis of the Consolidated Law on Finance.

Remuneration Report: the report on the remuneration policy and compensation paid which the companies are required to draft and publish in accordance with Article 123-ter of the Consolidated Law on Finance and Article 84-quater of CONSOB Issuers' Regulations.

Statutory Auditor(s): individually or collectively, depending on the cases, the members of the Board of Statutory Auditors of Esprinet S.p.A..

Internal Control and Risk Management System or ICRMS: the Esprinet S.p.A. Group's Internal Control and Risk Management System.

Website or site: the institutional website of Esprinet S.p.A. containing information on the Company and accessible at the address www.esprinet.com.

Independent Auditors: the company tasked with conducting the independent audit of Esprinet S.p.A..

Articles of Association: refer to the Articles of Association of Esprinet S.p.A. in force, available on the Company website.

Consolidated Law on Finance or TUF: Italian Legislative Decree No. 58 of 24 February 1998.

Report on Corporate Governance and Ownership Structure - 2023

7

INTRODUCTION

Esprinet, fully aware that an adequate governance structure is fundamental for achieving the short- and long- term strategic objectives and creating sustainable value, adheres to the Corporate Governance Code of Italian Listed Companies, adjusting it based on its own characteristics. This Report, approved on 12 March 2024 by the Board of Directors, sets forth the corporate governance system adopted by the Company.

1. ISSUER PROFILE

Esprinet S.p.A., an Italian company, was established in September 2000 following the merger of the two leading distributors of IT products operating in Italy: Comprel S.p.A. and Celomax S.p.A.; subsequently, as a result of the carve-out of micro-electronic component distribution activities from the parent company and of various business combinations and the establishment of new companies carried out over the years, the Esprinet Group has assumed its current composition.

The Group, which includes Esprinet S.p.A. and its subsidiaries, pursuant to Article 2497 et seq. of the Italian Civil Code, with 1,776 employees and a turnover of approximately €4 billion in 2023, is the leading business-to-business (B2B) distributor of Information Technology (IT) and consumer electronics in Southern Europe (Italy, Spain and Portugal) and is today the largest distributor in Southern Europe.

The main activity consists in the distribution of IT products (hardware, software and services) and consumer electronics products. The products range marketed by the Group consists of 850 brands from leading technology manufacturers (vendors), including, to name a few, the world's leading technology manufacturers HP, Apple, Samsung, Asus, Lenovo, Dell, Microsoft, Acer, Epson.

In addition to providing traditional wholesaling services (bulk breaking and credit), Esprinet fulfils the role of enabler of the technological eco-system. The Group offers, for example, a turnkey e-commerce platform to hundreds of resellers, in-shop management for thousands of retail sales points, and specialised payment and financing solutions for the resellers community, by also offering the generation of demand by end users and big data analysis to the main technology manufacturers and resellers which outsource marketing activities increasingly more frequently.

Cloud services, collaboration and cybersecurity software, video-conference systems, advanced IT infrastructures and specialised consumer electronics solutions, such as connected household appliances or gaming platforms, are the new areas of growth with added value that fuel further future growth in sales for the sector, while logistics and financial services, as well as the "pay-per-use" sales model, offer increased opportunities for margin growth.

These are supported by the "traditional" wholesale distribution of branded IT products (hardware and soft- ware), mobile telephony equipment, accessories for the latter, aimed at retailers who target both "consumer" and "business" type end-users, and the distribution of own brand products made by third parties to order: NILOX®, a brand under which electric mobility products, sports entertainment and PC accessories are made, and CELLY®, a brand under which mobile phone accessories are produced.

The Group's vision is to simplify life for people and organisations by expanding and facilitating the distribution and use of technology. Enabling your tech experience is the payoff that synthesises the evolution of the company into a genuine technology services hub that enables the use of technology with a strong vocation for environmental and social sustainability.

In order to promote tech-democracy and go with people and businesses on their digitalisation journey, Espri- net brings Europe a complete range of consultancy, IT security, services and products for sale or rent through an extensive network of professional resellers.

8 Esprinet 2023

The Group's corporate structure at the Report Date is shown below:

The corporate governance structure adopted by the Company is based on the traditional organisational model of management and control and is therefore composed of the following corporate bodies:

• the Shareholders' Meeting competent for resolving, in ordinary and extraordinary sessions, on the mat- ters reserved to it by law or by the Articles of Association;
• the Board of Directors which holds all the powers of ordinary and extraordinary management, except for those, as per mandatory requirements, provided for by law and the Articles of Association;
• the Board of Statutory Auditors called to monitor compliance with the law and the Articles of Association and observance of the principles of proper management and, in particular, the adequacy of the organisa- tional, management and accounting structure adopted by the Company and its practical functioning.

The independent audit is assigned, in application of the relevant regulatory provisions currently in force, to an independent audit firm registered in the special list held by CONSOB.

A Supervisory Board was also appointed pursuant to Decree 231, which monitors the correct functioning of Model 231 of the Company and oversees its updating.

The Board of Directors established a (i) Control and Risk Committee internally, which also has the function of (ii) the Committee of Independent Directors for Related-PartyTransactions, (iii) the Appointments and Remuneration Committee and (iv) the Competitiveness and Sustainability Committee.

Esprinet has been committed on the social front for some time, with a number of solidarity initiatives to support local communities which involve the entire Company workforce.

Further details and information on the strategy and the central importance of ESG topics are found in the non-financial statement pursuant to Italian Legislative Decree No. 254 of 30 December 2016 drafted by the Company (Sustainability Report) according to the Sustainability Reporting Standards of the Global Reporting Initiative (GRI).

Esprinet falls under the definition of SME pursuant to Article 1, paragraph 1, letter w-quater 1) of the TUF and Article 2-ter of the CONSOB Issuers' Regulations. The daily average capitalisation figures for the three-year period 2021, 2022 and 2023 are set out below.

(euro)

Average Capitalisation Value

2023

305,953,530

2022

415,526,964

2021

651,729,958

Report on Corporate Governance and Ownership Structure - 2023

9

Esprinet does not fall under the Code's definition of "large company" and/or "company subject to concentrated ownership": (i) the capitalisation on the last market day of the three previous calendar years was less than €1,000,000,000.00; (ii) no Company shareholder holds, directly or indirectly, the majority of votes that can be exercised at the ordinary shareholders' meeting.

2. INFORMATION ON THE OWNERSHIP STRUCTURE AS AT 12 MARCH 2024

1. SHARE CAPITAL STRUCTURE

At the Report Date, Esprinet's share capital amounted to €7,860,651.00, represented by 50,417,417 ordinary shares with no indication of nominal value, representing 100% of the share capital. The Company's ordinary shares have been listed on the Euronext STAR Milan segment of Borsa Italiana S.p.A. (Italian Stock Exchange) since 25 July 2001 (ISIN: IT0003850929).

All Esprinet ordinary shares have the same rights, and can be exercised without any limitations.

There are no existing financial instruments, at the Report Date, that grant the right to subscribe newly issued shares nor are there any share-based incentive schemes that provide for increases of share capital, even free of charge.

Table No. 1, attached to the Report provides a detailed breakdown of the share capital.

1. RESTRICTIONS ON THE TRANSFER OF SHARE

There are no restrictions in place nor are they envisaged on the transfer of Esprinet shares nor any limits on holding said shares. No provisions are made in the Articles of Association for acceptance clauses for accessing the Company's shareholding structure.

1. SIGNIFICANT INVESTMENTS IN THE SHARE CAPITAL

The significant stakes in the share capital of Esprinet, directly or indirectly, according to the communications sent pursuant to Article 120 of the TUF or the other information available to the Company are listed in table No. 2.

1. SECURITIES THAT GRANT SPECIAL RIGHTS

Securities that grant special control rights do not exist nor were they issued, nor are there any parties holding said rights pursuant to regulations and provisions of the Articles of Association in force.

Esprinet's Articles of Association do not make provision for the issuing of categories of shares with multiple or increased votes.

1. EMPLOYEES' SHARES: MECHANISM FOR EXERCISING VOTING RIGHTS

In the event of employee' shares, no provisions are made for special methods or specific limits on the exercising of voting rights by the latter.

1. RESTRICTIONS ON VOTING RIGHTS

Esprinet's Articles of Association do not provide mechanisms for restricting voting rights.

The terms and conditions for exercising the right to participate and vote at the Shareholders' Meeting are regulated in subsequent paragraph 13 of this Report.

10 Esprinet 2023

G. SHAREHOLDERS' AGREEMENTS

As of the date of the Report, the shareholders' agreement entered into on 6 July 2020 has been terminated by mutual consent with the adoption of a new shareholders' agreement.

On 22 March 2023, Luigi Monti, Marco Monti and Stefano Monti transferred all the ordinary shares with voting rights of Esprinet held by each to the company Montinvest S.r.l..

In view of this, Axopa S.r.l. and Montinvest signed a new shareholders' agreement for a term of three years from 24 March 2023 that confirms the substantial content of the 2020 Shareholders' Agreement.

The parties to the agreement and the number of shares contributed by each party are listed in the following table:

Contracting Party

Montinvest S.r.l.

Shares Transferred

8,232,070

• of share capital divided into 50,417,417

ordinary shares

16.33%

• of total shares that are the

subject matter of the agreement

62.26%

Axopa S.r.l.	4,990,489	9.898%	37.74%
Total	13,222,559	26.23%	100.00%

There are no parties who have signed the agreement and who individually, directly and/or through the agree- ment, exercise control over the company pursuant to the relevant primary and secondary regulations and in particular pursuant to Article 93 of the TUF.

The parties involved in the agreement have established (i) a voting syndicate for the appointment of the members who make up the corporate bodies of the Company in compliance with the regulations in force and the provisions of the articles of association; (ii) a commitment of prior consultation, also through the secretary of the agreement, before the holding of each Shareholders' Meeting, in order to verify the possibility of standardising the casting of the right to vote at the Shareholders' Meeting and; (iii) a disclosure obligation, also through the secretary of the agreement, in the event of a transfer of shares to third parties for any reason, partially or in full.

For more information in the provisions contained in the shareholders' agreement, please refer to the relevant extract available on the Company website and published in accordance with Article 130 of CONSOB Issuers' Regulations.

1. CHANGE OF CONTROL CLAUSES AND STATUTORY PROVISIONS GOVERNING TAKEOVER BIDS

Long-term loan agreements, as well as securitisation agreements in place contain, as is standard practice, certain clauses that could result in the early extinction of, or the inability to dispose of, future trade receivables in the event of a "change of control".

As standard, agreements for the supply of goods for resale entered into with the main suppliers contain change of control clauses allowing suppliers to terminate such contracts or modify them in the event of changes to Esprinet's control structures.

Supply of goods and services agreements entered into with the main customers do not contain change of control clauses enabling customers to terminate such contracts or modify them in the event of changes to Espri- net's control structures.

The Articles of Association do not make provision for exemptions to the provisions governing the passivity rule contained in the Consolidated Law on Finance, nor make express provision for the application of the neutralisation rules envisaged therein1.

1. See Articles 104, paragraphs 1 and 1-bis and 104-bis, paragraphs 2 and 3 of the Consolidated Law on Finance.