Esprinet S p A : Report by BoD on the resolution proposal under item 5 of the agenda for the Shareholders’ Meeting – Long Term Incentive Plan and Information Document pursuant art. 84-bis IR

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 5) of the agenda of the Ordinary Shareholders' Meeting:

Motion for approval, in accordance with remuneration policies and pursuant to Article 114-bis of Italian Legislative Decree 58/1998, of a Compensation plan ("Long-Term Incentive Plan") for members of the Board of Directors and managers of the group, valid for the three-year period 2024/2025/2026 and concerning the allocation of stock grant rights ("Performance Stock Grant") to beneficiaries, to be identified by the Board of Directors.

Dear Shareholders,

with regard to the expiry of the Long-Term Incentive Plan for the 2021-2023 period, approved by the Shareholders' Meeting on 7 April 2021, the Board of Directors of Esprinet S.p.A. resolved to submit to the approval of the Shareholders' Meeting convened for 24 April 2024 the adoption of a new share- based Long-Term Incentive Plan for 2024-2026 (the "Plan"), drawn up on the basis of the guidelines and general criteria established by the Appointment and Remuneration Committee, as a tool to incentivise and increase the loyalty of the most crucial company management.

The purpose of the new Plan is to develop a culture with a strong orientation to creating value for shareholders, and to achieving sustainable success, taking the interests of the Company's other significant stakeholders into account.

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In particular, the Plan aims:

1. to ensure an appropriate degree of retention and loyalty among key managers, by incentivising them to stay within the Group;
2. to align the behaviour and interests of shareholders and key managers, by directing the latter's efforts towards the Group's strategic objectives and, at the same time creating a close correlation between the economic returns achievable by high-standing managers, company results achieved and the value created for shareholders, from the point of view of the Group financial stability, also with reference to the performance of the Esprinet stock
   ("Economic and Financial Performance");
3. to link the Group's Economic and Financial Performance with the Group's sustainability objectives at different levels, particularly with regard to the environment and Diversity, Equity and Inclusion (the "ESG Performance");
4. to enhance the appeal and competitiveness of the remuneration package offered by the Company compared with other companies, mainly listed companies, that make substantial use of share incentive programmes.

Essentially, the Plan should help to establish a management remuneration structure that incorporates both a fixed and variable component and, as far as the latter is concerned, that it also has a balanced share of equity instruments, with a view to making the Issuer's business model more sustainable in the long term - identified as a period of five years, including the envisaged lock-up period - as well as guaranteeing that remuneration is based on results actually achieved in terms of value created for shareholders and the Company's other significant stakeholders.

In this sense - at the time of renewal of corporate appointments - the Plan aims to comply with the principles and criteria contained in Article 5 of the Corporate Governance Code and has been drawn up in accordance with best practices and market trends.

In particular, the Plan in question was identified as the most appropriate instrument for

incentivising management to pursue long-term value creation objectives, especially if, as in

the case in question, it is linked to the achievement of targets relating to Economic and

Financial Performance, Share Performance and ESG Performance over an extended time

period.

The Plan envisages a three-year time horizon, in line with the term of the previous

plans based on the Company's shares and consistent with the practices of listed

companies with similar characteristics.

A more detailed description of the purposes and characteristics of the Plan is

contained in the Information Document (the "Information Document"), drawn up

by the Board of Directors pursuant to Article 114-bis of the TUF (Consolidated

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Law on Finance) and Article 84-bis of the Issuers' Regulation, attached to this Report and available to the public in accordance with the terms envisaged by current legislation at the registered office, as well as on the website of the eMarket Storage facility at www.emarketstorage.comand on the Company's website at www.esprinet.com.

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Based on the above elements, the Board of Directors submits the following proposed resolution to the approval of the Shareholders' Meeting:

"Dear Shareholders,

we hereby submit the following proposal to your attention:

1. the approval, pursuant to Article 114-bis of Italian Legislative Decree 58/1998, of a compensation plan ("Long-TermIncentive Plan") addressed to members of the Board of Directors, general managers, senior managers, employees and contractors of the Company and of group companies, as illustrated in the information document and relating to the allocation of stock grant rights on the Company's ordinary shares ("Performance Stock Grant") to beneficiaries, who will be identified by the
   Board of Directors, in the maximum amount of 690,000 Company shares;
2. to award the Board of Directors, with the express authority to sub- delegate, all necessary and appropriate powers to ensure the full and complete implementation of the "Long Term Incentive Plan", in particular, by way of example and not limited to such, all powers to (a) purchase and dispose of, pursuant to Article 2357-ter, paragraph one of the Italian Civil Code, in accordance with that authorised pursuant to the resolution referred to in item 6 of the agenda, own shares of the Company, of the number of own shares of the Company effectively necessary to execute the compensation plan, (b) determine the quantity of ordinary shares to be allocated to each beneficiary, (c) to proceed with the allocations to beneficiaries, (d) to ensure that all necessary and appropriate documents relating to the "Long Term Incentive Plan" are drawn up and/or finalised, as well as (e) taking any action, fulfilling any obligation, formality, communication that are necessary or appropriate for the management and/or implementation of said plan, in accordance with the applicable

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legislative and regulatory provisions, as well as, in general, the execution of this resolution."

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Vimercate, 12 March 2024

On behalf of the Board of Directors

The Chairman

Maurizio Rota

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INFORMATION DOCUMENT

PREPARED IN ACCORDANCE WITH ARTICLE 114-BIS OF LEGISLATIVE

DECREE 58/98 (THE ITALIAN CONSOLIDATED LAW ON FINANCE, OR TUF) AND ART.

84-BIS OF THE ISSUERS' REGULATION 11971/99

AS SUBSEQUENTLY AMENDED

STOCK GRANT PLAN FOR ORDINARY SHARES OF ESPRINET S.P.A. ADDRESSED TO

EXECUTIVE DIRECTORS AND MANAGERS OF ESPRINET S.P.A.

VIMERCATE, 12 MARCH 2024

Esprinet S.p.A.

VAT number: IT 02999990969

Companies' Register of Milan, Monza Brianza, Lodi and Tax Number: 05091320159 R.E.A. (economic and administrative index) MB-1158694

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

Subscribed and paid-in share capital as at 31/12/2023: 7,860,651 euro

[e-mail]

DEFINITIONS

Chief Executive Officer (CEO) the chief executive officer of Esprinet S.p.A.

Shareholders' Meeting: the meeting of shareholders of Esprinet S.p.A.

Shares:Esprinet S.p.A. ordinary shares listed on the EXM, organised and managed by Borsa Italiana S.p.A.

Code or

or

Corporate Governance Code: indicates the Corporate Governance Code of listed companies adopted by the Corporate Governance Committee in January 2020

Nomination and
Remuneration Committee:	an internal Board committee set up in accordance with the
	recommendations of the Corporate Governance Code
Esprinet, Company or Issuer:	Esprinet S.p.A.
Managers with
strategic responsibilities:	individuals entrusted, directly or indirectly, with the power
	and responsibility for planning, managing and supervising
	the Company's activities, including directors (executive or
	non-executive) and standing statutory auditors
Document:	this Information Document
Group:	Esprinet S.p.A. and its subsidiaries as defined in Article
	2359 of the Italian Civil Code
Inside
Information:	information of a precise nature, which has not been made
	public, relating, directly or indirectly, to one or more issuers or
	tooneor morefinancialinstruments,andwhich,ifitweremade
	public, would be likely to have a significant effect on the prices
	of those financial instruments or on the price of related
	derivative financial instruments
MAR:	Regulation (EU) No. 596/2014 of the European
	Parliament and of the Council of 16 April 2014 on market
	abuse
EXM:	Euronext Milan organised and managed by Borsa Italiana
	S.p.A.
Guidelines:	the guidelines for the allocation of stock grant rights on
	Esprinet S.p.A. ordinary shares for the period 2024-2026
	as approved by the Board of Directors on 12 March 2024
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Chairperson:	the Chairperson of the Board of Directors of Esprinet S.p.A.
Regulation:	the document containing all terms, conditions,
	characteristics and procedures for implementation of
	the Plan
Issuers' Regulation:	the CONSOB Regulation adopted under Resolution 11971
	of 14 May 1999, as subsequently amended
Subsidiaries:	the companies controlled by Esprinet S.p.A. pursuant to
	Article 2359 of the Italian Civil Code
TUF:	Italian Consolidated Law on Finance (Italian
	Legislative Decree 58 of 24 February 1998, as
	subsequently amended)

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PREAMBLE

On 12 March 2024, on the basis of the general guidelines and criteria established by the Nomination and Remuneration Committee, the Esprinet Board of Directors resolved to refer to the Shareholders' Meeting, convened for 24 April 2024 in single call, the adoption by Esprinet of a compensation plan ("Long-TermIncentive Plan") valid for the 2024/2025/2026 three- year period, whose main Guidelines were approved.

Following consultation with the Nomination and Remuneration Committee, and acting under authority delegated by the Shareholders' Meeting, the Board postponed the naming of the Plan Beneficiaries who are members of the Board of Directors as well as all terms, conditions, characteristics and procedures for implementation of the aforementioned Guidelines, until the subsequent drawing-up of specific Regulations.

The CEO of Esprinet is responsible for naming the senior managers who are beneficiaries of the Plan - including managers with strategic responsibilities - and for drawing up the respective Regulations.

The Plan is based on allocating beneficiaries a specified quantity of stock grant rights ("performance stock grant") corresponding to a maximum of 690,000 Shares.

This Plan is classified as a "significant" plan pursuant to Article 84-bis, paragraph 2, of the Issuers' Regulation as far as it is addressed, inter alia, to executive directors and managers.

Therefore, this Information Document has been drawn up, including with respect to the numbering of paragraphs, in accordance with the instructions contained in Schedule 7 of Appendix 3A to the Issuers' Regulation in order to provide shareholders with the information necessary to exercise their voting rights in shareholders' meetings in an informed manner. This Document is available for public consultation at the registered office of Esprinet S.p.A. situated at via Energy Park 20, Vimercate (MB), and on its website www.esprinet.com, in the Investors section.

1. PLAN BENEFICIARIES

1. Plan beneficiaries who are members of the Board of Directors of Esprinet, of its parent companies and its direct or indirect subsidiaries
   The Plan beneficiaries include the CEO, namely the person who will be appointed by the Board of Directors after the Shareholders' Meeting convened to approve the financial statements as at 31 December 2023 and may also include executive directors of subsidiaries of Esprinet S.p.A.
2. Categories of employees and contractors of Esprinet and of its parent or subsidiary companies
   The Plan beneficiaries, who will be individually named at the time of preparation of the Regulations, include the Group General Manager.
3. Names of Plan beneficiaries who belong to the following groups:
4. 1. general managers of the Issuer.

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The Plan beneficiaries, who will be individually named at the time of preparation of the

Regulations, include the Group General Manager.

1. other managers with strategic responsibilities of the Issuer, which is not "smaller-sized" pursuant to Article 3, paragraph 1, letter f), of Regulation 17221 of 12 March 2010, whose total compensation for the year (obtained by adding together monetary compensation and stock- based compensation) was greater than the highest total compensation awarded to any individual member of the Issuer's Board of Directors.
   Not applicable. Note that there are no other managers with strategic responsibilities of Esprinet, who received a total compensation for the year greater than the highest total compensation awarded to any individual member of the Issuer's Board of Directors.
2. natural persons controlling the Issuer, who are employees of or who provide services to the Issuer.

Not applicable. Note that there are no natural persons controlling the Issuer.

1.4. Description and number, broken down into categories of:

1. Managers with strategic responsibilities other than those indicated in letter b) of paragraph 1.3.
   Not applicable.
2. In the case of "smaller-sized" companies, pursuant to Article 3, paragraph 1, letter f), of Regulation 17221 of 12 March 2010, the aggregate number of all managers with strategic responsibilities of the Issuer.
   Not applicable.
3. Any other categories of employees or contractors for which different characteristics of the Plan have been envisaged (for example, senior managers, middle managers, clerical staff, etc.).
   Not applicable.

2. REASONS FOR ADOPTING THE PLAN

2.1. Objectives sought through adoption of the Plan

The purpose of introducing the Plan is to develop a culture with a strong orientation to creating value for shareholders, and to achieving sustainable success, taking the interests of the

Company's other significant stakeholders into account. In particular, the Plan aims:

1. to ensure an appropriate degree of retention and loyalty among key managers, by incentivising them to stay within the Group;
2. to align the behaviour and interests of shareholders and key managers, by directing the latter's efforts towards the Group's strategic objectives and, at the same time creating a close correlation between the economic returns achievable by high-standing managers, company results achieved and the value created for shareholders, from the point of view of the Group financial stability, also with reference to the performance of the Esprinet stock

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("Economic

and

Financial

Performance");

1. to link the Group's Economic and Financial Performance with the Group's sustainability objectives at different levels, particularly with regard to the environment and Diversity, Equity and Inclusion (the "ESG Performance");
2. to enhance the appeal and competitiveness of the remuneration package offered by the Company compared with other companies, mainly listed companies, that make substantial use of share incentive programmes.

Essentially, the Plan should help to establish a management remuneration structure that incorporates both a fixed and variable component and, as far as the latter is concerned, that it also has a balanced share of equity instruments, with a view to making the Issuer's business model more sustainable in the long term - identified as a period of five years, including the envisaged lock-up period referred to in Article 4.6 below - as well as guaranteeing that remuneration is based on results actually achieved in terms of value created for shareholders and the Company's other significant stakeholders.

In this sense - at the time of renewal of corporate appointments - the Plan aims to comply with the principles and criteria contained in Article 5 of the Corporate Governance Code and has been drawn up in accordance with best practices and market trends.

In particular, the Plan in question was identified as the most appropriate instrument for incentivising management to pursue long-term value creation objectives, especially if, as in the case in question, it is linked to the achievement of targets relating to Economic and Financial Performance, Share Performance and ESG Performance over an extended time period.

2.1.1 a) Reasons and criteria forming the basis of the ratio between share-based compensation and other components of Beneficiaries' overall remuneration

On the date of this Document, stock grant rights have not yet been allocated to individual beneficiaries and it is not, therefore, possible to identify the precise ratio between share-based compensation and other kinds of compensation for each beneficiary. For more information, please refer to the description of the remuneration mix for the Chief Executive Officer and the Chief Operating Officer contained in the first section of the 2024-2026 Remuneration Policy.

2.1.1 b) Aims of long-term incentive plans See point 2.1 above.

2.1.1 c) Criteria for defining the time horizon of long-term incentive plans

The Plan's three-year horizon ("Vesting Period") - in addition to the envisaged lock-up period referred to in Article 4.6 below - corresponds to the duration of previous stock-based plans, notably in the form of stock grant plans, is consistent with the practice of listed companies having incentive plans of a similar type and is considered to represent a suitable compromise between retention and incentivisation to achieve results over the long term.

2.2. Key variables, including in the form of performance indicators, considered for the Plan

The purpose of the Plan is both retention and incentivisation, aligned with the objective that beneficiaries should create value for shareholders, with a view to sustainable success, also taking the interests of the Company's other significant stakeholders into account.

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