Esprinet S p A : Report by BoD on the resolution proposal under item 2 of the agenda for the Ordinary Shareholders’ Meeting – Appointment of the Board of Directors

Esprinet S.p.A.

Headquarters in Vimercate (MB), Via Energy Park no. 20

Share capital Euro 7,860,651.00, fully paid in

Listed on the Register of Companies of Milan, Monza Brianza, Lodi no.

05091320159

Tax no. 05091320159, VAT no. IT 02999990969

Economic Administrative Index MB - 1158694

Shareholders' Meeting of 24 April 2024

in single call

* * *

Board of Directors' Explanatory Report on the resolution proposal referred to in point 2) of the agenda of the Ordinary Shareholders' Meeting:

2. Appointment of the Board of Directors for the period 2024/2026.

1. Determination of the number of members.
2. Determination of duration of term in office.
3. Appointment of Directors.
4. Appointment of the Chairperson of the Board of Directors.
5. Determination of the relative compensation.
6. • * *

Dear Shareholders,

The three-year term of office of the Board of Directors appointed by the

Shareholders' Meeting of 7 April 2021 comes to an end on the occasion of the

Shareholders' Meeting called to approve the financial statements as at 31

December 2023.

As such, in compliance with the applicable laws, regulations and By-laws,

and with the number of members having already been decided, you are invited to

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appoint the Board of Directors for the financial years 2024, 2025 and 2026,

which, pursuant to Article 2383(II) of the Italian Civil Code, will remain in office

until the Shareholders' Meeting called to approve the financial statements as at

31 December 2026, and to appoint the Chairperson of the Board of Directors. You

are also invited to decide on the determination of the compensation of the Board

of Directors.

Pursuant to Article 14 of the current By-Laws, the Company is administered

by a shareholder-appointed Board of Directors comprising between 7 (seven)

and 13 (thirteen) members. The Shareholders' Meeting establishes the number of

Board members within the limits mentioned above and until a new resolution is

passed. In this regard, note that the Shareholders' Meeting of 7 April 2021 had

set the number of members of the Board of Directors at 9 (nine).

Given the above, in order to allow greater diversity in the composition of the

administrative body both from a professional point of view and in terms of

balance between genders and different age brackets, the Board of Directors

recommended with its own guidance, published on the Company's website on 6

March 2024, to increase the number of members of the Board of Directors to be

appointed by the Shareholders' Meeting to 11 (eleven).

With regard to the professional figures that must make up the Board, note

that on 21 March 2018, pursuant to Article 123-bis(2) letter d-bis) of the TUF

(Consolidated Law on Finance), on the proposal of the Appointment and

Remuneration Committee, the Board of Directors adopted a policy on diversity in

relation to the composition, inter alia, of the Board with regard to aspects such as

1. age, recommending that persons of different ages, generations and seniority
   of office be represented on the Board, so as to favour the creation of a fair

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balance between experience, continuity, a drive for innovation and risk appetite;

and (ii) the education and professional background, recommending that the

Board should include people with skills in at least some of the following areas: a)

marketing and sales; b) finance, administration and management control; c)

information technology, digital technologies and innovation; d) logistics; e) legal

and tax. Moreover, the Board recommends that - also in line with the provisions

of the Corporate Governance Code of Listed Companies, and taking into account

the specific recommendations of the Control Authority - at least one member

should have adequate knowledge and experience in financial matters or

remuneration policies, at least one member should have adequate experience in

accounting and finance or risk management, and at least one member should

have adequate Information Technology knowledge and experience. The guidance

of the outgoing Board of Directors, published on the Company's website on 6

March 2024, confirmed the provisions of the diversity policy.

Also in accordance with a recommendation from the Appointment and

Remuneration Committee, it has been decided that the following rules should

apply to the number of posts that can be held by Board members:

1. Non-executiveDirectors may hold up to 4 (four) posts in listed
   companies. There is no limit on the number of other types of post, with
   each individual Director responsible for deciding whether or not they
   should take up the position;
2. the limits may be different for Executive Directors, depending partly on
   the type of business carried out by the company in which the post is held.

Also in accordance with suggestions from the Appointment and

Remuneration Committee, it is deemed that there are no particular organisational

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requirements resulting in the need to disregard the provisions of Article 2390 of

the Italian Civil Code; when accepting their appointment, each Director must

inform the Board of any activities they perform in competition with the Company

and, subsequently, of any relevant change.

Resolutions for the election of corporate officers are passed on the basis of

an open vote, with the majorities required by law and the By-Laws, using the

preference list system.

Article 13 of the By-Laws provides for a preference list system, which,

pursuant to applicable legislation, enables a Board member to be elected from a

minority list and enables compliance with gender quotas.

For ease of consultation, the section of the aforementioned Article 13 of the

By-Laws that establishes the election methods is copied out below:

The members of the Board of Directors are elected, in compliance with the applicable pro tempore regulations on gender balance, on the basis of lists of candidates, listed in progressive order, submitted by the Board of Directors or by the shareholders, who alone or together with other shareholders represent, with reference to the date the list is submitted, at least one fortieth of the share capital or any minimum different amount established by the regulations in force, and who in any case comply with any other requirements established by these regulations.

The lists must be filed at the company's registered office at least twenty- five days prior to the date of the meeting on single call or at first call, without prejudice to any shorter deadline set by law. The Board of Director's list, if submitted, shall be filed at the Company's registered office by the thirtieth day prior to the date of the meeting and made the subject of publicity formalities required by law.

The lists must state which candidates qualify as independent, as defined by law for directors of listed companies. Each list must be accompanied by declarations in which the nominees accept their candidacy and confirm that there are no reasons for ineligibility or disqualification, that they meet any conditions set by law or the company's By-laws, and (if applicable) that they qualify as independent.

The lists that submit a number of candidates equal to or greater than three must be composed of candidates belonging to both genders, to the extent required by pro tempore governing regulations concerning balance between genders.

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To demonstrate ownership of the number of shares required for the submission of lists, shareholders must file within the term envisaged by the norms in force for the publishing of the lists by the Company, a copy of the shareholding certificates issued by the authorised intermediaries. Lists submitted in violation of the By-laws will be treated as never submitted.

A single shareholder, as well as shareholders belonging to the same group -- i.e. the controlling party, subsidiaries, sister companies and associates as defined by Article 2359 of the Italian Civil Code -- and shareholders who are party, including through subsidiaries, to an agreement regarding the company's shares per Article 122 of Legislative Decree 58/1998 may not submit more than one list either directly or through trust companies or other intermediaries.

For the purposes of this article, control (including with reference to parties in non-corporate form) is defined by Article 93 of Legislative Decree 58/1998.

Each candidate may appear on one list only or will otherwise be disqualified. Each right-holder may vote for a single list.

One member of the Board of Directors (who must meet the requirements of good repute and professionalism pursuant to Article 148(III and IV) of the TUF) is drawn from the minority list obtaining the highest number of votes that is in no way associated, even indirectly, with the shareholders who submitted or voted for the winning list. For the purposes of selecting the winning candidates, account is not taken of lists that fail to obtain a percentage of votes equal to at least half that required for the submission of lists.

All other members of the board are drawn from the list obtaining the highest number of votes, in the order in which their names appear on the list, and at least two of them (or any higher number required by the laws in effect when the lists are submitted) must meet the legal definition of independent as established for the directors of listed companies.

If, when the candidates are elected in the manner described above, the presence of the necessary number of Directors who meet the independence requirements established by law for the directors of listed companies is not met, the candidate who does not meet the independence requirements established by law for directors of listed companies elected last in progressive order on the list receiving the most votes will be replaced by the first candidate who meets the independence requirements established by law for directors of listed companies not elected from the same list in progressive order. If this procedure does not ensure the necessary number of Directors who meet the independence requirements established by law for directors of listed companies, the replacement will take place with a resolution approved by a relative majority, after the submission of candidacies by persons who meet the independence requirements established by law for directors of listed companies.

In case the Board of Director's composition, even after the fulfilment of the procedure written above, does not respect the prescriptions required by the law in order to guarantee the equality of the genders, the last elected candidate of the majority list, according to the sequential number in which the candidates are indicated, belonging to the gender

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more represented, will be automatically replaced by the first not elected candidate of the same list and belonging to the gender less represented. This procedure will be applied as long as the composition of the Board of Directors will be respectful of the prescriptions required by the applicable law in order to guarantee the equality of the genders. In the event of the procedure's inability to guarantee the equality of the genders required by the applicable law, the replacement will be adopted by the Shareholders' meeting resolution. This resolution will be adopted with simple majority by means of submission of candidates belonging to the gender less represented.

In the event of a tie between two or more lists, a new ballot is held between those lists on which all eligible parties present in the meeting may vote. The candidates on the list winning a simple majority of votes shall be elected, with abstentions excluded from the count.

If only one list has been submitted, the Shareholders' Meeting shall vote on it and if it obtains a majority, the candidates listed in progressive order up to the number set by the Shareholders' Meeting shall be elected subject to the obligation for the Shareholders' Meeting to organise the appointment of a number of Directors who meet the independence requirements established by law for the directors of listed companies while respecting the balance between sexes based on regulations in force from time to time.

In the absence of lists, or if the number of directors elected on the basis of lists submitted is less than that determined by the Shareholders' Meeting, members of the Board of Directors over and above those elected on the basis of any submitted lists up to the number of directors determined by the Shareholders' Meeting, shall be appointed by the Shareholders' Meeting with a legal majority, in order to ensure the necessary number of directors meeting the independence requirements established by law for the directors of listed companies, as well as compliance with legislation in force regarding gender balance.

Referring to the above transcript for anything not specified below, it is

hereby specified that:

1. with regard to compliance with gender balance, current regulations
   (Article 147-ter(1-ter), TUF) envisage that the members of the Board
   of Directors must be appointed in such a way that the lesser
   represented gender obtains at least two-fifths of the members of
   the Board, it being understood that if the application of the gender
   distribution criterion (male and female) does not result in a whole
   number, since it is a corporate body made up of more than three

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members, this must be rounded up to the next higher unit, pursuant

to Article 144-undecies.1 of the Issuers' Regulation;

1. the lists containing the names of the candidates, listed in progressive
   order, must be filed with the Company's registered office at via
   Energy Park 20, Vimercate (MB) or by certified email to
   [e-mail] at least twenty-five days before the
   Shareholders' Meeting is scheduled in single call, i.e. on 30 March
   2024;
2. the lists may be presented by the shareholders who, individually or
   collectively, represent at least 2.5% of the share capital as at the
   date on which the list is submitted.

Pursuant to the By-Laws, it should be noted that the outgoing Board of

Directors also has the right to submit a list. Note that the Board of

Directors decided not to submit its own list.

Pursuant to Article 13 of the By-Laws, shareholders wishing to submit a

list must file together with each list:

1. the candidates' statements of acceptance of their appointment;
2. the declarations made by each candidate, under their own
   responsibility, certifying that there are no grounds for ineligibility
   and incompatibility, and that they possess the requirements
   established for the positions in question; and
3. the CVs containing the personal and professional qualities of each
   candidate, along with a declaration of independence from those
   candidates who fulfil the necessary requirements.

Each candidate may appear on one slate only, otherwise they will be

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disqualified.

In order to prove ownership of the number of shares required to submit a

list, shareholders must file - even after filing the list itself provided it is at least 21

days before the date set for the Shareholders' Meeting in single call - a copy of

the specific communications issued by the authorised intermediaries certifying

ownership of the minimum number of shares required to submit a list as at the

date on which the list was filed with the Company.

The lists must indicate which candidates satisfy the independence

requirements established by law for Directors of listed companies and, more

precisely, the independence requirements envisaged by Recommendation no. 7

of the Corporate Governance Code for companies listed on Borsa Italiana S.p.A.

approved and published by the Corporate Governance Committee in January

2020, as well as by Article 147-ter(4) in conjunction with Article 148(3), of Italian

Legislative Decree 58/98.

However, Directors no longer in possession of the aforementioned

independence requirements will not have to forfeit their possession if such

requirements are still met by the minimum number of directors specified by law.

The aforementioned Article 147-ter(4) of Italian Legislative Decree 58/98

requires a minimum number of two Independent Directors if the Board of

Directors comprises more than seven members; in this regard, with its own

guidelines published on the Company's website on 6 March 2024, the Board

recommended appointing a number of Independent Directors in line with the

current number of members present within the Board of Directors (6 members),

and therefore correspondent to the majority of the total number of members of

the body, in order to allow the adequate composition of board committees.

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Lists or individual candidacies that fail to comply with all the provisions of

the By-laws, including the one on gender quotas, shall be considered void. Any

irregular or incomplete individual candidacies shall result only in the name of the

relevant candidate being struck off the list put to the shareholders' vote.

Shareholders submitting a minority list should read the recommendations

contained in CONSOB Communication DEM/9017893 of 26 February 2009.

The Board of Directors proposes that the Shareholders' Meeting appoint

the Chairperson of the Board of Directors in the candidate designated as the first

in the list that will result first in terms of number of votes. Therefore, the Board of

Directors recommends that shareholders wishing to submit a list should indicate

the first designated name as Chairperson of the Board of Directors.

The lists filed within the time limits will be made available to the public at

the Company's registered office, on the website and in any other manner

envisaged by law provisions and regulations at least twenty-one days before the

date of the Shareholders' Meeting.

With reference to the compensation for the members of the Board of

Directors, the Board notes that the fixed component of remuneration resolved by

the Shareholders' Meeting of 7 April 2021 in favour of the entire Board during the

2021-2023three-year period amounted to 1,350,000.00 euro per year.

Considering the recommended increase in the number of board members from

the current nine to 11, the Board of Directors recommends increasing the fixed

component of the remuneration of all directors to a maximum of 1,400,000.00

euro per year, inclusive of the compensation for the office of 30,000.00 euro for

each director, and of the remuneration for delegated powers and special tasks,

representing an increase of approximately 3.7% compared to the previous three-

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year period. This is without prejudice to the right of the Board of Directors to

increase the remuneration for delegated powers and special tasks, in compliance

with the Report on Remuneration Policy and Compensation Paid in force from

time to time, and without prejudice to the exceptions made in compliance with the

applicable regulations. With regard to the variable component of the

remuneration of directors with executive offices to be determined by the Board

of Directors, please refer to the Report on Remuneration Policy and

Compensation Paid in force from time to time, and without prejudice to the

exceptions made in compliance with the applicable regulations. The Report on

Remuneration Policy and Compensation Paid (submitted for approval to today's

Shareholders' Meeting as the fourth item on the agenda) will be made available

to shareholders within the time prescribed by law.

Lastly, taking into account the provisions of Article 2383(2) of the Italian

Civil Code, it is noted that the Directors in office between 1 January 2024 and the

date of the Shareholders' Meeting called to approve the financial statements as

at 31 December 2023 shall receive in the meantime a provisional compensation

equal on a pro-rata basis solely to the 2023 fixed remuneration; this provisional

compensation, along with any bonuses for the period in question, will be

confirmed at the Shareholders' Meeting called to approve the financial

statements as at 31 December 2023, and specifically when votes are taken on

the total emoluments to be awarded to the Board for 2024, 2025 and 2026

(unless, of course, the Board is appointed for a shorter period).

Taking into account the provisions of Article 125-bis of the TUF (regarding

the need to make resolution proposals available to Shareholders), as well as

Article 135-undecies of the TUF regarding the need for Shareholders to give

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