Esprinet S p A : Report of the Board of Statutory Auditor 31.12.2022

ESPRINET S.p.A.

Registered office in Via Energy Park, 20 - 20871 VIMERCATE (MB)

REPORT OF THE BOARD OF STATUTORY AUDITORS TO

THE SHAREHOLDERS' MEETING

(IN ACCORDANCE WITH ART. 153 OF LEGISLATIVE DECREE NO. 58 OF 1998 AND ART. 2429 OF THE ITALIAN CIVIL

CODE)

Dear Shareholders,

In the year ended as at 31 December 2021, the Board of Statutory Auditors of Esprinet S.p.A. ("Esprinet" or the "Company") carried out its activities in compliance with the legal provisions in force, monitoring observance of the law, the memorandum of incorporation and the Articles of Association, respect for the principles of proper administration, the adequacy of the organisational structure, the financial disclosure process, the internal control and risk management system, the administrative-accounting system of the Company - including therein the reliability of the latter in correctly representing management events - the adequacy of the provisions handed down by the Company to the Subsidiaries and the methods of practical implementation of the rules of corporate governance, as well as monitoring - as the internal control and audit committee pursuant to Art. 19 of Legislative Decree no. 39 of 27 January 2010 - the audit of the annual accounts and the consolidated accounts and verifying the process of selection and independence of the Independent Auditors.

We carried out the tasks allocated to us as the Board of Statutory Auditors in compliance and in accordance with the regulatory provisions, pursuant to Articles 149 and 153 of Legislative Decree no. 58 of 24 February 1998 (hereinafter also "TUF") and Article 2429, paragraph 2 of the Italian Civil Code. More generally speaking, we acknowledge that we adopted as the founding values of our institutional activities the principles contained in the rules of conduct of the Board of Statutory Auditors of listed companies issued by the National Institute of Chartered Accountants, the recommendations provided by Consob regarding corporate controls and activities of the Board of Statutory Auditors, as well as the indications contained in the Corporate Governance Code.

In particular, the supervisory activity required by law was conducted according to the provisions of the "Corporate Governance Code" of Listed Companies, January 2020 edition, applied from the 2021 financial year, approved by the Corporate Governance Committee, which Esprinet S.p.A. complies with, as well as the

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Rules of conduct provided by the National Institute of Chartered Accountants. With reference to the provisions pursuant to Legislative Decree no. 39 of 27 January 2010, with particular regard to Art. 19, the Board of Statutory Auditors also performs the function of the Internal Control and Audit Committee.

On 7 April 2021, the Shareholders' Meeting of Esprinet S.p.A. renewed the Board of Statutory Auditors, whose three-year term of office had ended, appointing its members in the form of Maurizio Dallocchio (Chairman), Maria Luisa Mosconi and Silvia Muzi (Standing auditors) for the subsequent period and up until approval of the financial statements as at 31 December 2023. Alternate auditors Vieri Chimenti and Riccardo Garbagnati were also appointed.

By means of this report (the "Report"), the Board of Statutory Auditors notifies the Shareholders' Meeting called to approve the financial statements as at 31 December 2022 of the activities carried out in fulfilling its institutional duties, consistent with the indications contained, inter alia, in Consob Communication DEM/1025564 of 6 April 2001, as subsequently supplemented by communication no. DEM 3021582 of 4 April 2003, with communication no. DEM 6031329 of 7 April 2006 and communication DEM/0031948 of 10/3/2017, issued as follow-ups to previous communications DEM/0007780 of 28 January 2016 and DEM/0003907 of 19 January 2015.

1. Verification of the independence requirements of the Board of Statutory Auditors

The Board of Statutory Auditors in office was appointed with a three-year mandate by the shareholders' meeting on 7 April 2021; the appointment was made, in accordance with the law and the Articles of Association, on the basis of lists submitted by shareholders, also taking into account provisions on gender balance. On 8 March 2023, the Board of Statutory Auditors of the Company successfully completed the annual check as to whether all members meet the independence requirements set forth in Art. 148, paragraph 3, of the TUF, as well as Art. 2 of the Corporate Governance Code for Listed Companies adopted by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A. (the aforementioned "Corporate Governance Code") regarding the independence of the statutory auditors of listed companies.

2. Supervisory activity

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The supervisory duties of the Board of Statutory Auditors are governed by Art. 2403 of the Italian Civil Code, by Italian Legislative Decree no. 58/1998 and Italian Legislative Decree no. 39/2010. The Board has taken into account the amendments made to Italian Legislative Decree no. 39/2010 by Italian Legislative Decree no. 135/2016, implementing Directive 2014/56/EU and European Regulation 537/2014.

The Board of Statutory Auditors performed the supervisory activities set forth in the regulations in force in observance, in particular, (i) of the provisions of Art. 149 of the TUF, (ii) of the "Rules of Conduct of the Board of Statutory Auditors of Listed Companies" issued by the National Institute of Chartered Accountants regarding corporate controls and activities of the Board of Statutory Auditors, as well as

1. of the recommendations contained in the Corporate Governance Code.

As regards the activities carried out during the year, the Board of Statutory Auditors:

1. met 10 times, both in a face-to-face setting and via audio-video conference connection, with meetings lasting at least two hours;
2. took part in (i) 13 meetings of the Board of Directors; (ii) 4 meetings of the Control and Risks Committee; (iii) 1 meeting of the Independent Related-Party Transactions Committee (iv) 7 meetings of the Appointments and Remuneration Committee. It is hereby acknowledged that the Board of Directors also set up the Competitiveness and Sustainability Committee, which the Board of Statutory Auditors does not take part in;
3. participated in the Ordinary Shareholders' Meeting held on 14 April 2022;
4. monitored the observance of the law and of the articles of association, as well as acquired knowledge and monitored, for matters within its competence, the adequacy of the Company's organisational structure, respect for the principles of correct administration and adequacy of the provisions handed down by the Company to its Subsidiaries, pursuant to Art. 114, paragraph 2, of the TUF;
5. also monitored i) for the purposes of preparation of the financial statements for the year ended as at 31 December 2022, observance of the provisions set forth in the ESEF Regulation and, ii) for the purposes of the drafting of the Non-Financial Statement, contained in the Group's Sustainability Report for 2022, compliance with (EU) Regulation no. 2020/852 of 18 June 2020 and the associated delegated regulations ("Taxonomy Regulation");
6. obtained information on the most significant active commercial relations with the Subsidiaries;
7. obtained from the Chief Executive Office, based on the frequency established in the regulations and Art. 17 of the Articles of Association and during Board meetings, the necessary information on the activities carried out and on transactions of greater economic, financial and equity significance

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resolved and implemented during the year, carried out by the Company, as well as, pursuant to Art. 150, paragraph 1, of the TUF, those implemented by the subsidiaries, like those adequately detailed in the Directors' Report on Operations to which reference should be made, as well as the general operating performance and its outlook;

1. also acquired the necessary information to carry out the activities within its competence by collecting documents, data and information and through periodic meetings, planned for the purpose of the mutual exchange of relevant data and information with the (i) Company's management, in particular: (a) the Legal Manager with regard, by way of example, to the status of the disputes of
   Esprinet and its Subsidiaries, to the "Report on Corporate Governance and Ownership Structure 2022", the "Report on Remuneration and Fees Paid"; (b) the Chief Administration & Risk Officer and the Financial Reporting Officer; (c) the Managers of the individual organisational functions of the Company; (ii) the Supervisory Body and the Guarantor of the Code of Ethics set forth in the organisation, management and control model, adopted by the Company in compliance with
   Legislative Decree no. 231 of 2001 (hereinafter also the"Model 231"); (iii) the representatives of the Independent Auditors, as well as the (iv) control bodies of the Subsidiaries;
2. monitored, in its role as "Internal Control and Audit Committee" pursuant to Art. 19 of Italian
   Legislative Decree no. 39/2010, with regard to: (i) the corporate disclosure process; (ii) the effectiveness of the internal control and risk management systems, and the internal audit; (iii) the independent audit of the annual and consolidated accounts, (iv) the independence of the Independent Auditors;
3. monitored the adequacy of the Internal Control and Risk Management System and the Administrative-Accounting System, as well as the latter's reliability in correctly representing management events through the competent corporate functions. In particular, the Board monitored the adequacy and effective functioning of the Internal Control and Risk Management System through:
4. • the examination of the "Report on the organisational, administrative and accounting structure of Esprinet S.p.A. and its subsidiaries - 2022" in order to allow the Board of Directors to evaluate, pursuant to Art. 154-bis, paragraph 4 of the TUF, the adequacy of the documents provided to the Financial Reporting Officer;
   • the review of the 2022 report on the adequacy of the Internal Control System, on corporate disclosure and on respect for administrative-accounting procedures, in order to allow the Board of Directors to fulfil its obligations of monitoring the effective observance of the administrative- accounting procedures, pursuant to Art. 154-bis, paragraph 4 of the TUF. the Financial Reporting

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Officer and the Chief Executive Officer provided the appropriate certifications on 14 March 2023, as required by 154-bis, paragraph 5 of the TUF;

1. • periodic meetings with the Head of Internal Audit in relation to: (i) the activities carried out, (ii) the results of the audits conducted, (iii) the follow-up reports on the corrective actions identified as a result of the audit activities, (iv) the proposed Audit Plan for 2022 and (v) the presentation of the functionalities of the information system in support of the Internal Audit process, (vi) the proposed Audit Plan for 2023 and (vii) the reports, including in anonymous form (where present), received by Esprinet and its Subsidiaries;
   • periodic meetings with the Head of Enterprise Risk Management in relation to: (i) the updating of the mapping of risks of the Esprinet Group (ii) the associated potential impacts, (iii) the controls implemented as part of the acquisition of new companies, (iv) the mitigation actions identified, as well as (v) the possible developments of the ERM model;
   • the examination of the documentation and the periodic reports set forth in the guidelines for reporting (whistleblowing) received by Esprinet and its subsidiaries, which showed that the Company and its Subsidiaries did not receive any anonymous reports in 2022;
   • the review of the disclosures regarding news/notifications from investigations by the Bodies/Authorities of the Italian State with criminal jurisdiction or, nonetheless, with judicial investigation powers, with reference to unlawful acts that could involve, including potentially, Esprinet or its Subsidiaries directly or indirectly, as well as its directors and/or employees;
   • an examination of the corporate documents and the results of the work performed by the Independent Auditors;
   • relations with the control bodies of the Subsidiaries, pursuant to Art. 151, paragraphs 1 and 2 of the TUF;
   • participation in the works of the Control and Risks Committee and the Independent Related-Party Transactions Committee;
2. received from the Independent Auditors the confirmation of the independence of said entity pursuant to Art. 6 of (EU) Regulation no. 537/2014, as well as the communication of non-audit services provided to the Company by said Independent Auditors as well as by entities belonging to its network;
3. received, again from the Independent Auditors, a disclosure relating to the regulatory changes with an impact on the audit activities and, more specifically, an annual audit report;

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