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ESPRINET S.P.A.

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Esprinet S p A : Report by BoD on the resolutions proposals Ordinary and Extraordinary Shareholders' Meeting for 14 April 2022

04/07/2022 | 12:06pm EDT

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

CALLED FOR 14 APRIL 2022

DIRECTORS' REPORTS

VIMERCATE, 8 MARCH 2022

Esprinet S.p.A.

VAT Number: IT 02999990969

Company Register of Milan, Monza Brianza, Lodi and Tax Code no.: 05091320159 R.E.A. (economic and administrative index) MB-1158694

Registered Office and Administrative HQ: Via Energy Park, n.20 - 20871 Vimercate (MB) Subscribed and paid-in share capital as at 31/12/2021: Euro 7,860.651 www.esprinet.com- info@esprinet.com

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 Company Register of Milan, Monza Brianza, Lodi no. 05091320159

Tax Code no. 05091320159, VAT no. IT 02999990969

Economic Administrative Index MB - 1158694

Ordinary and Extraordinary Shareholders' Meeting called

for 14 April 2022 on single call

* * *

Board of Directors' Explanatory Report on the resolution proposal referred to in

point 1) of the agenda of the Ordinary Shareholders' Meeting:

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 the year.

  • 1.3 Dividend distribution.

(Drawn up in accordance with Art. 125-ter of Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended and integrated)

Dear Shareholders, we submit for your approval the Financial Statements as at 31 December 2021, together with the Directors' Report on Operations, as approved by the Company's Board of Directors on 8 March 2022.

This Documentation will be filed at the Company's head office as well as on the website https://www.esprinet.com and on the authorised storage service at

1

https://www.emarketstorage.com,in accordance with the law, together with the Report on Corporate Governance and ownership structure and the Reports of the

Board of Statutory Auditors and the Independent Auditors.

The Directors request the Financial Statements formulated by them to be approved and endorsed by the Shareholders' Meeting to ratify their work.

The Shareholders' Meeting will also be presented with the Group Consolidated

Financial Statements as at 31 December 2021 and Consolidated Non-Financial Statement in accordance with Italian Legislative Decree no. 254 of 30 December 2016 - Sustainability Report.

It should be noted that the Financial Statements and the Consolidated Financial

Statements were prepared in accordance with IFRS.

In relation to the above, we invite you to pass the following resolution:

"The Shareholders' Meeting, having shared the contents and statements set out in the Directors' Report,

resolves to approve the Financial Statements of Esprinet S.p.A. as at 31 December 2021 consisting of the Balance Sheet, Income Statement, Statement of Cash Flows and Notes to the Financial Statements, as presented by the Board of Directors as a whole and in the individual items."

Allocation of the result for the year of Esprinet S.p.A.

The net profit recorded by the Company on an individual basis for the year 2021 amounts to 18,459,887.92 euro.

You are reminded that the Company does not need to allocate amounts to the legal reserve having already reached 20% of the Share Capital.

The Board of Directors proposes to allocate the entire net profit for the year 2021 to the Extraordinary Reserve.

In relation to the above, we invite you to pass the following resolution:

"The Shareholders' Meeting, having recalled the decisions taken at the time of the approval of the Financial Statements as at 31 December 2021,

resolves to allocate the net profit for the year 2021 of 18,459,887.92 euro to the

Extraordinary Reserve".

Dividend distribution

The Board of Directors proposes to the Shareholders' Meeting to allocate a dividend of Euro 0.54 per share, before tax withholdings, for each outstanding ordinary share, therefore excluding any treasury shares held in the Company's portfolio at the ex-coupon date, through the use of the Extraordinary Reserve.

In addition, the Board of Directors proposes that the dividend actually approved by the Shareholders' Meeting be paid from 27 April 2022 (ex-coupon no. 16 on 25 April 2022 and record date on 26 April 2022).

Dear Shareholders, in relation to the above, we invite you to pass the following resolution:

"The Shareholders' Meeting, having shared the contents and statements set out in the Directors' Report, resolves to allocate a dividend of Euro 0.54 per share, before tax withholdings, for each outstanding ordinary shares, therefore excluding any treasury shares held in the Company's portfolio at the ex-coupon date through the use of the Extraordinary Reserve formed from profits generated before 31 December 2016.

The dividend actually approved by the Shareholders' Meeting will be paid starting from 27 April 2022 (ex-coupon no. 16 on 25 April 2022 and record date on 26 April 2022)."

Vimercate, 8 March 2022

On behalf of the Board of Directors

The Chairman

Maurizio Rota

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 Company Register of Milan, Monza Brianza, Lodi no. 05091320159

Tax Code no. 05091320159, VAT no. IT 02999990969

Economic Administrative Index MB - 1158694

Ordinary and Extraordinary Shareholders' Meeting called

for 14 April 2022 on single call

* * *

Report by the Board of Directors on the resolution proposal under item 2) of the agenda for the Ordinary Shareholders' Meeting:

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.

(Drawn up in accordance with Art. 125-ter of Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended and integrated)

Dear Shareholders, in view of the Shareholders' Meeting, based on the regulatory framework recently updated on the basis of the acknowledgement into the Italian legal system of (EU)

Directive 2017/828 (Shareholders' Rights II Directive), the Report on the remuneration policy and compensation paid was prepared.

The document is divided into two sections: > the first outlines the Company's policy on the remuneration of Directors, Statutory Auditors and key managers, as well as the procedures used to adopt and implement said policy, and is subject to a binding resolution of the Shareholders'

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Esprinet S.p.A. published this content on 07 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 April 2022 16:02:02 UTC.


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Sales 2022 4 944 M 5 011 M 5 011 M
Net income 2022 53,8 M 54,5 M 54,5 M
Net cash 2022 249 M 252 M 252 M
P/E ratio 2022 6,76x
Yield 2022 7,61%
Capitalization 352 M 353 M 356 M
EV / Sales 2022 0,02x
EV / Sales 2023 0,01x
Nbr of Employees 1 747
Free-Float 55,2%
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Number of Analysts 2
Last Close Price 7,19 €
Average target price 15,90 €
Spread / Average Target 121%
EPS Revisions
Managers and Directors
Alessandro Cattani Executive Director
Maurizio Rota Non-Executive Chairman
Emanuela Prandelli Independent Non-Executive Director
Renata Maria Ricotti Independent Non-Executive Director
Chiara Mauri Independent Non-Executive Director
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