Esprinet S p A : Minutes of the Ordinary Shareholders’ Meeting of 14 April 2022

MINUTES OF THE ORDINARY SHAREHOLDERS' MEETING

OF 14 APRIL 2022

OF ESPRINET S.P.A.

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At 11.00 a.m. on 14 April 2022, proceedings get under way at the Ordinary Shareholders' Meeting of "Esprinet S.p.A (with registered office in Vimercate, via Energy Park no. 20, share capital Euro 7,860,651.00 fully paid-up, tax code and registration number with the Milan-Monza-Brianza-Lodi Register of Companies 05091320159, registered with the Monza-Brianza R.E.A. (Economic and Administrative Index) under no. 1158694 (hereinafter "Esprinet S.p.A." or the "Company").

As set forth in Art. 12 of the Articles of Association, the Chairman of the Board of Directors, Maurizio Rota, assumes the chairmanship of the Meeting. Thus, in compliance with Art. 12, paragraph 3 of the Articles of Association, as well as Art. 5 of the Rules Governing Shareholders' Meetings, designates Notary Andrea De Costa (an individual physically present where the meeting was convened, and therefore, at the Notary Office in Milan, Via Agnello no. 18) the secretary of the meeting as set forth in Art. 2371, paragraph 1 of the Italian Civil Code.

The Chairman makes the statements given below:

• after Decree-Law no. 18/2020 entered into effect (so-called "Cura Italia" - Heal Italy) which introduced some exceptional regulations linked to the Covid-19 emergency, applicable to the shareholders' meetings of listed companies, in order to minimise the risks connected to the current health emergency, Esprinet S.p.A. felt it necessary to avail of its right - established by decree - to allow shareholders to take part at shareholders' meetings exclusively through the designated representative under article 135-undecies of Legislative Decree 58/1998 ("TUF (Consolidated Law on Finance)"), without the shareholders physically being present; thus, specifically: (i) participation in shareholders'

meetings by those who have the right to vote shall take place exclusively through the Law Firm Trevisan & Associati, the designated representative by the company as set forth in art. 135-undecies TUF (the "DR"), following the procedures already stated in the notice of convocation; (ii) the shareholders confer the aforementioned DR with proxies, as set forth in Art. 135-undecies of the TUF, and proxies and/or sub-proxies, as set forth in Art. 135-novies, as an exception to Art. 135-undecies, paragraph 4 of the TUF; and (iii) the Shareholders' Meeting shall be carried out exclusively by the remote means of attendance, by means of telecommunication which guarantee their identification;

• the Shareholders' Meeting was convened at the Marchetti Notary Office in Milan, Via Agnello no. 18, before the Secretary;

• as set forth in the above-mentionedDecree-Law Cura Italia, the Shareholders' Meeting shall also take place via teleconference so that the DR, other members of the corporate bodies, independent auditor representatives, and the company's partners may attend;
• on the teleconference call, there is,
• on behalf of the Board of Directors, in addition to the Chairman: Monti Marco (Deputy Chairman), Cattani Alessandro (Chief Executive Officer), Sanarico Angela, Mauri Chiara, Miglietta Angelo, Ricotti Renata Maria, Prandelli Emanuela, Morandini Lorenza;
• on behalf of the Board of Statutory Auditors: Dallocchio Maurizio (Chairman of the Board of Statutory Auditors), Muzi Silvia and Mosconi Maria Luisa,
• also on the teleconference call is Attorney Dario Trevisan, representing the Law Firm Trevisan & Associati, which the company chose as its DR;
• the Shareholders' Meeting takes place in observance of the current regulations in this area, the Articles of Association,

and the Rules Governing Shareholders' Meetings approved by the ordinary shareholders' meeting;

• the Ordinary Shareholders' Meeting was duly convened on 14 April 2022, in a single call, at the Marchetti Notary Office in Milan, via Agnello no. 18, at 11:00 a.m., according to the law and the Articles of Association, as per the notice posted on the company website and, in extract form, in the newspaper Il Sole 24 Ore, on 15 March 2022, as well as made available on the storage mechanism, at the addresswww.emarketstorage.com, with the following

Agenda

Ordinary part

1. Financial Statements as at 31 December 2021:

1.1 Approval of the Financial Statements as at 31 December 2021, Directors' Report on Operations, Board of Statutory Auditors' Report and Independent Auditors' Report. Presentation of the Consolidated Financial Statements as at 31 December 2021 and the Consolidated Non-Financial Statement pursuant to Legislative Decree No. 254 of 30/12/2016 - Sustainability Report.

1. Allocation of the profit for the year.
2. Dividend distribution

2. Report on the Remuneration Policy and Compensation Paid:

2.1 Non-binding resolution on the second section pursuant to Art. 123-ter, paragraph 6 of the TUF.

3. Proposal to authorise the purchase and disposal of own shares, within the maximum number permitted and with a term of 18 months; contextual revocation, for any unused portion, of the authorisation resolved by the Shareholders'

Meeting of 7 April 2021.

4. Supplement to the fees of the Independent Auditors PricewaterhouseCoopers S.p.A.; related and consequent resolutions.

Extraordinary part

omissis;

• the shareholders submitted neither requests to make additions to the Agenda of the Shareholders' Meeting nor motions to pass resolutions on topics already on the agenda, according to the terms and conditions under Art. 126-bis of the TUF (Consolidated Law on Finance);
• with 181 eligible parties having taken part by proxy, representing 23,901,512 ordinary shares equal to 46.926325% of the 50,934,123 ordinary shares making up the share capital, the Shareholders' Meeting, regularly convened, is validly constituted according to law and the Articles of Association and may pass resolutions on the items on the Agenda; in this regard, taking into account the means by which the shareholders take part in the Shareholders' Meeting and those by which the show of votes on all the items on the agenda was sent to the DR, the quorum necessary in relation to all items of this Ordinary Shareholders' Meeting is met;
• the intermediaries' communications were sent to the issuer for the authorised parties to be able to attend this Meeting according to the methods and the terms as set forth in current laws;
• no one who is eligible to vote sent questions on the items on the agenda before the Meeting as set forth in Art. 127-ter of the TUF;
• there were no requests for voting by proxy advanced for today's meeting as set forth in Art. 136 et seq. of the TUF;
• as set forth in Art. 12 of the Articles of Association, of Art. 5 of the Rules Governing Shareholders' Meetings and the

current provisions on the subject, the authorisation of the attendees to take part in the Meeting through the DR was ascertained, and specifically, compliance with the current laws and Articles of Association of the proxies brought by the attendees;

- as set forth in the General Data Protection Regulation, so-called "GDPR", the data of the Meeting attendees shall be gathered and processed by the Company exclusively for fulfilling the meeting and corporate obligations;

• the subscribed and paid-in share capital as at today's date is Euro 7,860,651.00, divided into 50,934,123 shares without indication of the nominal value;
• the Company's shares are admitted for trading on the Euronext STAR Milan organised and managed by Borsa Italiana S.p.A., STAR Segment;
• as of today's date the Company holds 1,528,024 own shares, for which the right to vote has been suspended, equal to 3% of the share capital;

• the Company qualifies as an SME as set forth in Art. 1, paragraph w-quater.1 of the TUF, as amended by Decree-Law no. 91 of 24 June 2014, converted with amendments into Law no. 116 of 11 August 2014; thus, the threshold relevant for the purposes of obligations to communicate the significant investments as set forth in Art. 120, paragraph 2 of the TUF, is equal to 5%, and not 3%;
• the names of the parties are provided who, as of today, have a direct or indirect stake of more than 5% in the subscribed share capital of Esprinet S.p.A., represented by shares with voting right, according to the results of the shareholders book, supplemented by the communications received pursuant to Art. 120 of the TUF and the other information available:
  SHAREHOLDER: Uliber S.r.l. - NUMBER OF SHARES: 5,732,000 - % SHARE OF ORDINARY CAPITAL: 11.25%
  SHAREHOLDER: AXOPA S.r.l. - NUMBER OF SHARES: 4,990,489 - % SHARE OF ORDINARY CAPITAL: 9.80%
  SHAREHOLDER: Luigi Monti - NUMBER OF SHARES: 2,744,024 - % SHARE OF ORDINARY CAPITAL: 5.39%
  SHAREHOLDER: Marco Monti - NUMBER OF SHARES: 2,744,023 - % SHARE OF ORDINARY CAPITAL: 5.39%
  SHAREHOLDER: Stefano Monti - NUMBER OF SHARES: 2,744,023 - % SHARE OF ORDINARY CAPITAL: 5.39%
  SHAREHOLDER: Mondrian Investment Partners Limited - NUMBER OF SHARES: 2,577,890 - % SHARE OF
  ORDINARY CAPITAL: 5.06%;
• the Company is not subject to management and coordination activities by other companies;
• the voting rights inherent to the shares for which the communication obligations were not fulfilled cannot be exercised:
  (i) as set forth in Art. 120 of the TUF concerning investments exceeding 5%; and (ii) as set forth in Art. 122, first paragraph of the TUF, concerning the shareholders' agreements;
• regarding the communication obligations under Art. 120 of the TUF, investments are those shares for which the voting rights may be exercised by proxy, as long as said right may be exercised at one's discretion if there are no specific instructions from the delegating party.
  At the request of the Chairman, the DR declares that the represented delegating parties did not send any statements regarding the absence of the legitimate entitlement to vote, according to law and the Articles of Association, for all resolutions.
  Taking the floor again, the Chairman acknowledges that:
• concerning the items on the agenda, the obligations required by current law and regulations have been regularly fulfilled;
• specifically, the following documents have been lodged at the company offices, as well as made available on the Company websitewww.esprinet.comand at the storage mechanism at the address www.emarketstorage.com:
• on 15 March 2022, the Directors' Explanatory Reports on the items on the agenda, as well as the justified proposal of the Board of Statutory Auditors in relation to the supplement to the independent auditors' fee;

• on 23 March 2022, the Annual Financial Report including the Draft Separate Financial Statements and the Consolidated Financial Statements as at 31 December 2021, the Directors' Report on Operations, the certificate as set forth in Art. 154- bis, paragraph 5 of the TUF, together with:
  (i) the Report on Corporate Governance and Ownership Structure pursuant to Art. 123-bis of the TUF; (ii) the Report on the Remuneration Policy and Compensation Paid pursuant to Art. 123-ter of the TUF;

1. the Report of the Board of Statutory Auditors to the Shareholders' Meeting;
2. the Independent Auditors' Reports;
3. the 2021 sustainability report - a consolidated non-financial statement with the certification of the Independent Auditors;
   - that the lodging of the aforementioned documentation was promptly communicated to the public. Lastly, the Chairman hereby states that:
   - the details of the Independent Auditor's fees pertaining to the financial year are given in the table attached to the financial statements;
   - they will be attached to the Shareholders' Meeting minutes as an integral and substantive part of them:
   a.) the list of names of those attending the Shareholders' Meeting by proxy, complete with all the data requested by Consob, stating the shares for which the intermediary has sent communication to the issuer as set forth in Art. 83-sexies of the TUF;
   b.) the list of names of the parties that voted for, against, or that abstained, and the related number of shares represented by proxy;
   - in view of the epidemiological situation, no accredited journalists and financial analysts were allowed to attend the Shareholders' Meeting;
   - voting will take place by declaration of the DR, with the specification of the number of votes in favour, against or

abstained, as well as any so-callednon-voters.

***

Having ascertained the validity of the constitution of the Shareholders' Meeting and having finished providing information on the carrying out of the works, the Chairman goes on to address the first item (ordinary part) on the agenda (i.e., 1.

Financial Statements as at 31 December 2021: 1.1 Approval of the Financial Statements as at 31 December 2021, Directors' Report on Operations, Board of Statutory Auditors' Report and Independent Auditors' Report. Presentation of the Consolidated Financial Statements as at 31 December 2021 and the Consolidated Non-Financial Statement pursuant to Legislative Decree No. 254 of 30/12/2016 - sustainability report - 1.2 Allocation of the profit for