Esprinet S p A : Remuneration Policy and Compensation paid 2022

REPORT ON THE REMUNERATION POLICY AND

COMPENSATION PAID

2022

VIMERCATE, 8 MARCH 2022

Esprinet S.p.A.

VAT no.: IT 02999990969

Companies Register of Milan, Monza-Brianza and Lodi and Tax Number: 05091320159 R.E.A. MB-1158694

Registered office and administrative headquarters: Via Energy Park 20 - 20871 Vimercate (MB)

Subscribed and paid-in share capital as at 31/12/2021: Euro 7,860,651

www.esprinet.com - [e-mail]

Report on the Remuneration Policy and Related Compensation

	CONTENTS
INTRODUCTION...........................................................................................................................................................................................	4
LETTER FROM THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE......................................	5
2021 Results .................................................................................................................................................................................................	7
Overview of the Remuneration Policy for the Directors ..............................................................................................................	7
Pay-mix	...........................................................................................................................................................................................................	9
INTRODUCTION ...............................................................................................................................................................................	11
SECTION I .....................................................................................................................................................................................................	11
1.	Result of the Shareholders' Meeting vote and improvement actions undertaken .................................	11
2.	Changes introduced in the 2021-2023 remuneration policy.......................................................................	13
3.	Bodies responsible for determining the Remuneration Policy .....................................................................	13
4.	Principles and guidelines of the 2021-2023 Policy..........................................................................................	16
5.	Independent experts and market practices........................................................................................................	16
6.	Remuneration of the Chairman of the Board of Directors ............................................................................	18
7.	Remuneration of non-executive directors ...........................................................................................................	19
8.	Remuneration of the Chief Executive Officer ....................................................................................................	20
9.	Remuneration of the Chief Operating Officer....................................................................................................	27
10.	Remuneration of Executives with strategic responsibilities .........................................................................	28
SECTION II ..................................................................................................................................................................................................	30
1.	Introduction ....................................................................................................................................................................	30
2.	Remuneration paid to the Chairman of the Board of Directors ..................................................................	31
3.	Remuneration paid to Non-Executive Directors...............................................................................................	32
4.	Remuneration paid to the Chief Executive Officer ..........................................................................................	35
5.	Remuneration paid to the Chief Operating Officer..........................................................................................	37
6.	Remuneration paid to the Board of Statutory Auditors................................................................................	39

7. Change in the remuneration of executive directors in relation to the average remuneration of

employees and company performance...............................................................................................................................	40
Compensation paid in 2021 .................................................................................................................................................................	42
TABLE 1 - Compensation paid to members of the administrative bodies, to General Managers and to other
Executives with strategic responsibilities............................................................................................................................	42
TABLE 3A - Incentive plans based on financial instruments other than stock options, for members of the
Board of Directors, General Managers and other Executives with strategic responsibilities ..........................	45
TABLE 3B - Monetary incentive plans for members of the Board of Directors, General Managers and other
Executives with strategic responsibilities.............................................................................................................................	47
SHAREHOLDINGS OF MEMBERS OF THE ADMINISTRATION AND CONTROL BODIES, OF GENERAL MANAGERS AND OTHER
EXECUTIVES WITH STRATEGIC RESPONSIBILITIES ............................................................................................................................	49

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Report on the Remuneration Policy and Related Compensation

Annexes

1. Information Document pursuant to Article 114-bis of the TUF: Stock grant plan for ordinary shares addressed to Directors and Managers of Esprinet S.p.A. and its subsidiaries for the period 2021 - 2023 (1 March 2021)
2. Addendum to the Information Document pursuant to Article 114-bis of the TUF: Stock grant plan for ordinary shares addressed to Directors and Managers of Esprinet S.p.A. and its subsidiaries for the period 2021-2023

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Report on the Remuneration Policy and Related Compensation

INTRODUCTION

This document ("Report on the remuneration policy and compensation paid" or the "Report"), was drawn up and approved by the Board of Directors on 8 March 2022 pursuant to art. 123- ter of Legislative Decree no. 58/1998 (hereinafter "TUF" - Consolidated Law on Finance) and art. 5 of the Corporate Governance Code, January 2020 version approved by the Corporate Governance Committee, established at Borsa Italiana S.p.A..

This document was drafted in compliance with the currently applicable Annex 3A, Scheme 7 -bis contained in Issuers' Regulation no. 11971/1999 and in observance of the provisions of art. 123- ter of Legislative Decree no. 58/1998 in force.

The Report describes the Remuneration Policy adopted by Esprinet S.p.A. (hereinafter "Esprinet") with reference to the remuneration (i) of the members of the Administration Body and, in particular, of the Executive Directors and the Directors vested with particular duties, (ii) of the Executives with strategic responsibilities and, without prejudice to the provisions of art. 2402 of the Italian Civil Code, (iii) of the members of the Control Body.

The Remuneration Policy approved by the Shareholders' Meeting on 7 April 2021 and adopted by Esprinet by means of resolution of 19 April 2021 did not undergo any changes during the year. The First Section remained essentially unchanged, while the Second was updated with the 2021 results.

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Report on the Remuneration Policy and Related Compensation

LETTER FROM THE CHAIRMAN OF THE NOMINATION AND

REMUNERATION COMMITTEE

Dear Shareholders,

It is with great pleasure that I present the 2022 Report on the Remuneration Policy and compensation paid, which will be submitted to the Shareholders' Meeting.

The Report was drafted in compliance with the applicable contents of the Issuers' Regulation, as issued by Consob in December 2020 and in observance of the provisions of art. 123-ter of Legislative Decree no. 58/1998 in force.

Esprinet's Remuneration Policy was proposed to the Shareholders' Meeting of 7 April 2021 for the years 2021-2023 and was adopted by Esprinet by means of resolution of 19 April 2021. It is worth noting that said policy was not subject to any changes during the year.

This policy envisages a significant variable remuneration component paid through the assignment of a monetary bonus upon the achievement of the annual objectives and two components paid in shares: the "Basic" component substantially identical to the past and the "Double Up" component linked to the performance of the share in accordance with the recommendations of the Corporate Governance Committee.

The Report enables investors, inter alia, to be able to take account of the following points, to which the reader's attention must be drawn:

• the description of how the Remuneration Policy takes into account the compensation trends and the working conditions of the employees;
• an in-depth description of the governance process of the Company's Remuneration Policy;
• specific information on the measures adopted to limit and manage conflicts of interest;
• the insertion, for the purposes of the short-term incentive policies of the Chief Executive Officer and the General Manager, of a parameter related to Customer Satisfaction and one linked to Employee Satisfaction, in line with ESG best practices;
• the existence of a long-term incentive system based on two components: a basic component focused on an Economic Profit indicator and a CO2 emission reduction objective, and a second component based on the creation of value for shareholders;
• the presence of a significant number of shares subject to lock-up, accompanied by the provision of an adequate share retention period in order to meet the requirements of the Corporate Governance Code in force;
• the regulation of the indemnities envisaged in the event of termination of office of the Chief Executive Officer, in line with Corporate Governance best practices;
• specific indications relating to the annual changes in the remuneration of the executive directors based on the average remuneration of the employees and on the performance of the company in terms of Net profit and share price of Esprinet.

Drawing on the support of qualified external advisors on the subject of executive compensation, the Nomination and Remuneration Committee has always structured the incentive systems in such a way as to ensure a clear connection with the corporate performance.

The incentive plans set forth a cap, some forms of deferral of accrued bonuses or of lock -up, as well as claw-back and malus clauses.

Finally, I believe that the disclosure provided in the Report may also allow investors to assess the degree of challenge in achieving the objectives assigned to management and to verify the consistency between the performance achieved and the incentives awarded.

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