Esprinet S p A : Proxy on the designated representative

ESPRINET S.p.A.

Ordinary and Extraordinary Shareholders' Meeting

convened on 14 April 2022 at 11:00 a.m., on first and sole call

at Studio Notarile Marchetti, in Milan, Via Agnello no. 18

Form for the conferral of a proxy on the designated representative pursuant to

art. 135-undecies of Italian Legislative Decree 58/1998

Part 1 of 2

Studio Legale Trevisan & Associati, in Milan, Viale Majno no. 45, (VAT no. 07271340965), in its capacity as "Designated Representative" ("Designated Representative"), pursuant to article 135-undecies of Italian Legislative Decree no. 58/1998, of Esprinet S.p.A. (hereinafter, the "Company" or "Esprinet"), shall collect voting proxies for the Ordinary and Extraordinary Shareholders' Meeting of Esprinet S.p.A., convened for 14 April 2022, on first and sole call, according to the procedures and within the time frames laid down in the Notice of Call published on 15 March 2022 on the Company's website https://www.esprinet.com, (in the Section "Investors - Shareholders' Meeting"), and sent to Borsa Italiana S.p.A. and made available on the authorised storage mechanism eMarket Storage and published in extract form in the daily newspaper "Il Sole 24 ORE" on 15 March 2022.

The original copy of the proxy form with the associated voting instructionsmust arrive by the end of the second market trading day before the date of the Shareholders' Meeting (i.e. before 11:59 p.m. on 12 April 2022), together with:

• a copy of a currently valid ID document of the proxy granter; or
• should the proxy granter be a legal entity, a copy of a currently valid ID document of the legal representative pro tempore, or of another party vested with the appropriate powers, together with documentation suitable for proving their capacity and powers;

through one of the following alternative procedures:

1. for proxies with a hand-written signature, by post or registered letter with acknowledgement of receipt, sent to Studio Legale Trevisan & Associati, Viale Majno n. 45 - 20122 Milano (Ref. "Proxy for 2022 Shareholders' Meeting of ESPRINET");
2. for proxies with a qualified electronic signature or digital signature, by certified e-mail to [e-mail].

The proxy and voting instructions may be revoked by the second trading day prior to the date set for the Shareholders' Meeting (i.e. by 11:59 p.m. on 12 April 2022), according to the same procedures set out above.

Conferring a proxy and voting instructions by signing this form entails no cost for the proxy granter (except for any postage costs).

Declaration of the Designated Representative

Studio Legale Trevisan & Associati hereby declares that it has no personal interest with respect to the proposed resolutions put to the vote. However, considering the contractual relationships that exist and, in any event, for all legal purposes, it is expressly declared that, should any unknown circumstances arise, or in the event of amendment or supplementing of the proposals submitted to the Shareholders' Meeting, neither Studio Legale Trevisan & Associati nor its substitutes shall cast a vote different from that indicated in the instructions.

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PROXY FORM

(Section to be notified to the Company through the Designated Representative - Complete with the information requested)

The undersigned (Name/personal details of the party with a voting right)*

_____________________________________________________ born in* _______________________________ on*

___________________________________ resident in* (town/city) ____________________________________ at* (address)

___________________________________registeredoffice*(address)

__________________________________________________________________________________TaxCode*

__________________________________ Telephone no. _______________________________ E-mail

_____________________________

Details to be entered at the discretion of the proxy granter:

• communication no. ___________________________________ (reference of the communication provided by the intermediary)
• identification codes (if any) _______________________________

APPOINTS the Designated Representative to participate in and vote at the Shareholders' Meeting indicated above in accordance with the voting instructions provided with reference to *__________________ shares of Esprinet S.p.A., ISIN code IT0003850929,

registered in securities account no.*________________________ at (depositary intermediary)*

____________________________________________ ABI _______CAB _______

DECLARES that it is familiar with the possibility that the proxy issued to the Designated Representative may contain voting instructions for only one of the resolution proposals on the agenda and that, in that case, the vote will be cast only for the proposals in relation to which voting instructions have been issued.

AUTHORISES the Designated Representative to process its data for the purposes, and according to the conditions and time frames indicated in the attached information notice.

Studio Legale Trevisan & Associati, headquartered in Milan, Viale Majno no. 45, represented by Dario Trevisan, lawyer, born in Milan on 04.05.1964 (Tax Code TRVDRA64E04F205I), or on his behalf Camilla Clerici, lawyer, born in Genoa on 19/01/1973 (Tax Code CLRCLL73A59D969J), or Giulio Tonelli, lawyer, born in La Spezia on 27/02/1979 (Tax Code TNLGLI79B27E463Q), or Alessia Giacomazzi, lawyer, born in Castelfranco Veneto (TV) on 05/09/1985 (Tax Code GCMLSS8P45C111T) or Gaetano Faconda, lawyer, born in Trani (BT) on 02/10/1985 (Tax Code FCNGTN85R02L328O) or Valeria Proli, lawyer, born in Novara on 24/10/1984 (Tax Code PRLVLR84R64F952S), or Raffaella Cortellino, born in Barletta (BT) on 04/06/1989 (Tax Code CRTRFL89H44A669V), or Andrea Ferrero, lawyer, born in Turin on 05/05/1987 (Tax Code FRRNDR87E05L219F), or Marco Esposito born in Monza (MB) on 30/08/1992 (Tax Code SPSMRC92M30F704H), or Chiara Bevilacqua, born in Valdagno (VI) on 03/02/1976 (Tax Code BVLCHR76B43L551U), or Cristina Sofia Barracchia, born in Trani (BT) on 05/02/1991 (Tax Code BRRCST91B45L328G), or Filippo Meucci, lawyer, born in Milano on 20/06/1986 (Tax Code MCCFPP86H20F205M) or Marcello Casazza, lawyer, born in Vigevano (PV) on 03/09/1991 (Tax Code CSZMCL91P03L872S), all domiciled for the purposes of this proxy at Studio Legale Trevisan & Associati, Viale Majno no. 45, 20122 - Milan.

The undersigned (surname and forename of the signatory only if different from the holder of the shares)

_________________________________________________________	born	in*	___________________________	on*
__________________________________ is signing this proxy as the (tick the appropriate box)
□ secured creditor	□ beneficial owner	□ usufructuary
□ custodian	□ manager	□ legal representative or attorney with sub-delegating
			powers

• other (specify) _____________________________________________
  Place/Date ______________, __________________________

Signature ____________________________

(*) Mandatory

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Part 2 of 2

VOTING INSTRUCTIONS

(Section containing information for the Designated Representative alone - Tick the chosen boxes)

The undersigned (1) (name/personal details)* _______________________________________________

__________________________________________________________________________ hereby appoints the Designated

Representative to vote according to the following voting instructions in the Ordinary and Extraordinary Shareholders' Meeting convened for 14 April 2022, on first and sole call, by Esprinet S.p.A.

A) RESOLUTIONS PUT TO THE VOTE (2)

IN FAVOUR OF

IN FAVOUR OF

THE PROPOSAL

THE PROPOSAL

SUBMITTED BY

SUBMITTED BY

OPPOSED

ABSTAIN

THE BOARD OF

THE

(c)

(c)

DIRECTORS

SHAREHOLDER

(a)

(a) (b)

Ordinary Part

O.1 Financial Statements as at 31

December 2021:

1.1 Approval of the Financial Statements

as at 31 December 2021, Directors' Report

(mark with a

on Operations, Statutory Auditors' Report

(mark with a

(mark with a

and Independent Auditors'

Report.

cross)

…………………………

cross)

cross)

Presentation of the Consolidated Financial

Statements as at 31 December 2021 and the

(name of shareholder)

Consolidated non-Financial Statements

pursuant to Legislative Decree No. 254 of

30/12/2016 - Sustainability Report

O.1 Financial Statements as at 31

(mark with a

(mark with a

(mark with a

December 2021:

…………………………

1.2. Allocation of the result for the year.

cross)

cross)

cross)

(name of shareholder)

O.1 Financial Statements as at 31

(mark with a

(mark with a

(mark with a

December 2021:

…………………………

1.3 Dividend distribution

cross)

cross)

cross)

(name of shareholder)

O.2. Report on the Remuneration Policy

(mark with a

(mark with a

(mark with a

and Compensation Paid:

…………………………

2.1 Non-binding resolution on the second

cross)

cross)

cross)

section pursuant to Art. 123-ter, paragraph

(name of shareholder)

6 of the TUF.

O.3. Proposal to authorise the purchase

…………………………

and disposal of treasury shares, within the

(mark with a

(name of shareholder)

(mark with a

(mark with a

maximum number permitted and with a

term of 18 months; contextual revocation,

cross)

cross)

cross)

for any unused portion, of the

authorisation

resolved

by

the

Shareholders' Meeting of 7 April 2021

O.4 Supplement to the fees of the

(mark with a

(mark with a

(mark with a

Independent

Auditors

cross)

cross)

cross)

(a) Failure on the part of the Board of Directors or the Shareholder indicated in this section to formulate a proposal will be considered an unknown circumstance. Therefore, should this occur, the Designated Representative shall follow the voting instructions indicated in Section B).

(b) In favour of the proposal of the shareholder, whose name must be indicated by the proxy granter (c) Opposed/Abstain for any proposal formulated.

3

IN FAVOUR OF

IN FAVOUR OF

THE PROPOSAL

THE PROPOSAL

SUBMITTED BY

SUBMITTED BY

OPPOSED

ABSTAIN

THE BOARD OF

THE

(c)

(c)

DIRECTORS

SHAREHOLDER

(a)

(a) (b)

Ordinary Part

PricewaterhouseCoopers S.p.A.;

related

…………………………

and consequent resolutions.

(name of shareholder)

Extraordinary Part

E.1. 1.

Cancellation of 516,706 treasury

(mark with a

…………………………

(mark with a

(mark with a

shares,

without reduction of the

share

(name of shareholder)

capital; consequent amendment of art. 5 of

cross)

cross)

cross)

the Articles of Association. Related and

consequent resolutions

4

B) UNKNOWN CIRCUMSTANCES

Should circumstances arise that were unknown at the time of issue of the proxy (3), the undersigned with reference to:

CONFIRMS THE

REVOKES THE

AMENDS THE INSTRUCTIONS

INSTRUCTIONS

INSTRUCTIONS

IN FAVOUR (d)

OPPOSED

ABSTAIN

Ordinary Part

O.1 Financial Statements as at 31

December 2021:

1.1 Approval of the Financial

Statements as at 31 December 2021,

Directors'

Report

on

Operations,

Statutory

Auditors'

Report

and

(mark with a

(mark with a

(mark with a

(mark with a

Independent

Auditors'

Report.

cross)

cross)

………………

cross)

cross)

Presentation

of

the

Consolidated

Financial Statements as at 31 December

2021 and the Consolidated non-

Financial

Statements

pursuant

to

Legislative

Decree

No.

254

of

30/12/2016 - Sustainability Report

O.1 Financial

Statements

as at

31

(mark with a

(mark with a

………………

(mark with a

(mark with a

December 2021:

cross)

cross)

cross)

cross)

1.2. Allocation of the result for the year.

O.1 Financial

Statements

as at

31

(mark with a

(mark with a

………………

(mark with a

(mark with a

December 2021:

cross)

cross)

cross)

cross)

1.3 Dividend distribution

O.2. Report on the Remuneration Policy

and Compensation Paid:

(mark with a

(mark with a

………………

(mark with a

(mark with a

2.1 Non-binding resolution on the

cross)

cross)

cross)

cross)

second section pursuant to Art. 123-ter,

paragraph 6 of the TUF.

O.3. Proposal to authorise the purchase

and disposal of treasury shares, within

the maximum

number

permitted

and

(mark with a

(mark with a

………………

(mark with a

(mark with a

with a term of 18 months; contextual

cross)

cross)

cross)

cross)

revocation, for any unused portion, of

the authorisation resolved by the

Shareholders' Meeting of 7 April 2021

O.4 Supplement to the fees of the

□ Favourable to the

Independent

Auditors

(mark with a

(mark with a

List n. ... submitted

(mark with a

(mark with a

PricewaterhouseCoopers S.p.A.; related

cross)

cross)

by

cross)

cross)

and consequent resolutions.

.................................

Extraordinary Part

E.1. 1.

Cancellation

of

516,706

………………

treasury shares, without reduction of the

(mark with a

…………

(mark with a

(mark with a

share capital; consequent amendment of

cross)

(name of

cross)

cross)

art. 5

of

the

Articles

of Association.

shareholder)

Related and consequent resolutions

(d) Indicate whether you are in favour of the proposal of the Board of Directors or in favour of the proposal from the shareholder, whose name must be indicated by the proxy granter.

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