Esprinet S p A : Report of the Board of Statutory Auditors 31.12.2023

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 ITALIAN LEGISLATIVE DECREE NO. 58 OF 1998

AND ART. 2429 OF THE ITALIAN CIVIL CODE)

Dear Shareholders,

during the year ended as at 31 December 2023, the Board of Statutory Auditors of Esprinet S.p.A. ("Esprinet" or the "Company") carried out its activities in compliance with the provisions of the law in force, monitoring

compliance with the law, the memorandum of incorporation and the Articles of Association, on compliance with the principles of proper administration, on the adequacy of the organisational structure, on the financial disclosure process, on the internal control and risk management system, on the administrative and accounting system of the Company - including therein the reliability of the latter to correctly represent the management events. The Board also supervised the adequacy of the provisions imparted by the Company to the Subsidiaries and the methods of practical implementation of corporate governance rules, as well as monitored - in its capacity as internal control and audit committee pursuant to Art. 19 of Italian Legislative Decree no. 39 of 27 January 2010 - the statutory audit of annual and consolidated accounts and verified the selection process 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 Art. 149 and 153 of Italian Legislative Decree no. 58 of 24 February 1998 (hereinafter also "TUF") and Art. 2429, paragraph 2 of the Italian Civil Code. More generally, 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 Council of Chartered Accountants and Accounting Experts (December 2023), the recommendations provided by Consob regarding corporate controls, as well as the indications contained in the "Corporate Governance Code" of listed companies, which Esprinet has adopted.

The Company has adopted the traditional governance model and therefore the Board of Statutory Auditors acts as the "Internal Control and Audit Committee", which is responsible for additional specific control and

monitoring functions in terms of financial reporting and statutory audit, as provided for by Art. 19 of ItalianLegislative Decree no. 39 of 27 January 2010, as amended by Italian Legislative Decree no. 135 of 17 July 2016.

On 7 April 2021, the Shareholders' Meeting of Esprinet S.p.A. appointed Prof. Maurizio Dallocchio (Chairman),

Ms Maria Luisa Mosconi and Ms Silvia Muzi (Standing Auditors) as members of the Board of Statutory Auditors for the 2021-2023 three-year period and, therefore, until the approval of the Financial Statements as at 31 December 2023. Alternate auditors Mr Vieri Chimenti and Mr Riccardo Garbagnati were also appointed.

The tasks of statutory audit, pursuant to "Italian Legislative Decree no. 39/2010" (as subsequently amended by Italian Legislative Decree 135/2016), were assigned to PricewaterhouseCoopers (hereinafter Independent Auditors or PwC), appointed by the Shareholders' Meeting on 8 May 2019 for the 2019-2027 period.

By means of this report (hereinafter also the "Report"), the Board of Statutory Auditors notifies the

Shareholders' Meeting convened on 24 April 2024, in a single call, to approve the financial statements as at 31 December 2023 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. SUPERVISORY ACTIVITIES

1.1 Supervisory activities on compliance with the law and the Articles of Association

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 Council of Chartered Accountants and Accounting Experts regarding corporate controls and activities of the Board of Statutory Auditors, as well as (iii) of the recommendations contained in the Corporate Governance Code.

On the supervisory activities carried out during the year, considering the indications provided by Consob with communication DEM/1025564 of 6 April 2001, amended and supplemented with communication DEM/3021582 of 4 April 2003 and, subsequently, with communication no. DEM/6031329 of 7 April 2006, the Board represents the following:

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

• a) met 10 times, both in a face-to-face setting and via audio-video conference connection, with meetings lasting at least two hours;

• b) took part in (i) 16 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) 5 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;

• c) participated in the Ordinary Shareholders' Meeting held on 20 April 2023;

• d) 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;

• e) also monitored i) for the purposes of preparation of the financial statements for the year ended as at 31 December 2023, observance of the provisions set forth in the ESEF Regulation; ii) for the purposes of the drafting of the Non-Financial Statement (NFS), contained in the Group's Sustainability Report for 2023, compliance with (EU) Regulation no. 2020/852 of 18 June 2020 and associated Delegated Regulations (EU) no. 2021/2178 and (EU) no. 2021/2139 ("Taxonomy

  Regulation").

  The Board of Statutory Auditors notes that during the 2023 financial year no reports were made to the administrative body pursuant to and for the purposes of Art. 25 octies of Italian Legislative Decree no. 14 of 12 January 2019 as subsequently amended and supplemented, nor did the Board in turn receive reports pursuant to Art. 25 novies.

  During the year, the Company did not receive "requests for information pursuant to Italian Legislative Decree no. 58/98 (TUF)" from Consob.

1.2 Supervisory activities on compliance with the principles of proper administration

For matters within its competence, the Board of Statutory Auditors acquired knowledge and monitored compliance with the fundamental criterion of sound and prudent management of the Company and the more general principle of diligence, all on the basis of participation in the meetings of the Board of Directors, the documentation and the information received directly from the various management bodies in relation to transactions put in place by the Group and, where opportune, with specific analyses and verifications, and can confirm, in this regard, that the running of the company was compliant with the criteria of economic validity (informed actions) and legal grounds (entity fully vested with the power to manage this). The information acquired made it possible to verify compliance with the law and the Articles of Association of the actions resolved and implemented during this year and to verify that they were not manifestly imprudent or risky.

The Board of Statutory Auditors:

• - supervised the decision-making procedures of the Board of Directors and verified that the management decisions were compliant with the applicable regulations (substantive legality), adopted in the interest of the Company, compatible with the company resources and assets and adequately supported by information, analysis and verification processes, also with the support, when deemed necessary, of advisory activities of committees or external professionals;

• - acquired knowledge and supervised, to the extent of its competence, the adequacy of the instructions imparted by the Company to its subsidiaries, pursuant to Art. 114, paragraph 2, of the TUF, through the acquisition of information from the managers of the competent corporate functions and from the Independent Auditors, as part of the mutual exchange of relevant data and information;

• - obtained from the Chief Executive Officer, 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 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; in this regard the Board has no specific findings to report;

-

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 2023"; 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 Italian

Legislative Decree no. 231 of 2001 (hereinafter also the "Model 231"); (iii) the representatives of the

Independent Auditors, as well as (iv) the control bodies of the Subsidiaries.

The Annual Financial Report, the information received during the meetings of the Board of Directors and that received from the Chief Executive Officer, from the top management, and from the Independent Auditors did not highlight the existence of atypical and/or unusual transactions with Group companies, third parties or related parties.

Based on said considerations, the Board of Statutory Auditors has no observations to make on respect for the principles of proper administration, which were constantly respected.

1.3 Supervisory activities on the adequacy of the organisational structure

During the year under review, the Board of Statutory Auditors acquired knowledge and supervised, to the extent of its competence, the adequacy of the organisational structure of the Company in relation to its structure, procedures, competences and responsibilities, the company's size, the nature and its methods of pursuing the corporate purpose, not having, in this case, specific findings to report. The Board of Statutory Auditors intends to highlight that, as far as it has been able to detect in the course of its activities, the Board of Directors shares the strategies of the Company and the Group to pursue sustainable success; it prepares the organisational structures of the same, as well as verifies the existence of the internal controls necessary to monitor the performance of the company and the Group; it also promotes dialogue with shareholders and other stakeholders relevant to Esprinet. The Board of Statutory Auditors notes that the Board of Directors has established an internal Appointments and Remuneration Committee, a Control and Risk Committee and a Related Party Transactions Committee, with preliminary, propositional and advisory functions, in accordance with the provisions of Art. 3 of the Corporate Governance Code.

In particular, the Board of Statutory Auditors can confirm that the composition of the Administrative Body is compliant with the provisions of Art. 148, paragraph 3 of the TUF, as referenced by Art. 147-ter, paragraph 4, with reference to the presence of independent Directors and gender quotas in its composition.

The Board of Statutory Auditors also acknowledges that the Company continues to adopt the Organisation and Management Model, in compliance with the provisions of Italian Legislative Decree no. 231 of 2001, in order to protect the Company from any behaviours that may involve its administrative responsibility in relation to offences committed or attempted in its interest or for its benefit by persons in "top management" positions in the organisational structure or by persons subject to supervision and control of the latter, and appointed the Supervisory Body, vested with autonomous powers of initiative and control, in compliance with the legal provisions. An independent budget was assigned to the same.

The Supervisory Body presented the Board of Statutory Auditors with the half-yearly reports on the activities carried out in 2023, which concerned the verification of the application of the Model 231 and of the monitoring of its implementation and updating, the effectiveness of the monitoring of the corporate functions involved in the implementation of the same, with particular regard to the communication and training targeted at Esprinet personnel. The current control model, lastly updated in July 2023, made it possible to implement the verifications as required by the 2023 Supervisory Program. As a result of the mutual exchange of information, the Supervisory Body did not highlight any situations that required reporting to the Corporate Bodies.

In this regard, the Board notes that the Company has also adopted the whistleblowing procedure and no reports have been received on the dedicated platform.

The monitoring of the Supervisory Body also concerned the periodic obligations on market abuse, with respect to which the same Body did not find any anomalies.

1.4 Supervisory activities on the adequacy of the internal control system

The supervisory activities carried out did not flag any anomalies which may be considered indicators of the inadequacy of the internal control and risk management system. In particular, also in compliance with the acknowledgements contained in Consob warning notice no. 1/21 of 16 February 2021, the Board of Statutory Auditors believes that said system is suited to the management characteristics of the Company and the Group, compliant with the requirements of efficiency and effectiveness in the monitoring of risks and in observance of the procedures and the internal and external provisions.

In relation to the effectiveness of the internal control and risk management system - aimed at safeguarding company assets, the efficiency of company processes, the reliability of financial information and, more generally speaking, respect for the regulatory provisions, the Articles of Association and the internal procedures - we certify that we have evaluated the relevant appropriateness, having identified that: (i) the planning process is supported by adequate information systems and procedures that make it possible to reliably reconcile the main economic and financial information with the results of the information systems used within the individual Subsidiaries; (ii) the process ensures the correctness and the integrity of said information.

The Board of Statutory Auditors also verified that the information required by Art. 123-bis, paragraph 2, letter b) of the TUF was provided in the Directors' Report on Operations on the main characteristics of the internal control and risk management systems in place in relation to the financial disclosure process, including consolidated.

It is hereby confirmed that no facts or situations were reported to the Board of Statutory Auditors that need to be highlighted in this Report.

1.5 Supervisory activities on the adequacy of the administrative and

accounting system and its reliability in correctly representing

management events

The Board of Statutory Auditors has no observations to formulate on the adequacy of the administrative-accounting system and on its reliability in correctly representing management events.

The Board of Statutory Auditors supervised the administrative and accounting system and the financial information process, monitored the process and checked the effectiveness of the internal control and risk management systems with regard to financial reporting.

With reference to the accounting disclosures contained in the Separate Financial Statements and the Consolidated Financial Statements as at 31 December 2023, the certifications of the Chief Executive Officer and of the Financial Reporting Officer were correctly provided in accordance with Art. 81-ter of the Regulation adopted with Consob resolution no. 11971 of 14 May 1999 (hereinafter also the Issuers' Regulation).

The Board of Statutory Auditors periodically met with the Financial Reporting Officer to exchange information on the administrative-accounting system, as well as on the latter's reliability in correctly representing the management events.

The Company is equipped with an internal control and risk management system, in relation to the Group's financial reporting process, aimed at ensuring the credibility, accuracy, reliability and promptness of corporate information regarding financial reporting and the ability of the company processes that are relevant in this regard to produce said disclosures in compliance with the accounting standards.

Esprinet S.p.A. has set in place procedures that define the correct application of rules, roles and responsibilities, as well as allowing the evaluation of the effectiveness of the Internal Control System on Corporate Disclosures applied both to Esprinet and to its Subsidiaries.

The internal control and risk management model on corporate disclosure adopted by Esprinet and its Subsidiaries was defined in accordance with the provisions of the aforementioned Art. 154-bis of the TUF.

The Board of Statutory Auditors monitored the adequacy of the Internal Control and Risk Management System and the Administrative and 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:

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

• - 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 2023 and (v) the presentation of the functionalities of the information system in support of the Internal Audit process, (vi) the proposed Audit Plan for 2024 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 whistleblowing reports received by Esprinet and its Subsidiaries, which showed that the Company and its Italian Subsidiaries did not receive any anonymous reports in 2023; it is noted that Esprinet Iberica received a report in December 2023 and the appropriate investigations are still in progress;

• - 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.

The Board of Statutory Auditors also examined the statements of the Chief Executive Officer and of the Financial Reporting Officer pursuant to the provisions contained in Art. 154-bis, paragraphs 3 and 4 of the TUF, presented on 12 March 2024.

The Board of Directors approved the Impairment Test procedure, prepared in accordance with the provisions of IAS 36, aimed at regulating the methods for verifying the recoverability of the assets within the Esprinet Group as well as the results of the application of the same procedure to the relevant items of the 2023 financial statements.

The Board of Statutory Auditors supervised (i) the adoption of the procedure by the Board, and subsequently, (ii) the results of the checks carried out in this regard by management, which confirmed the recoverability of the assets subject to the impairment test.

1.6 Supervisory activities on the non-financial statement pursuant to Art. 4 of Italian Legislative Decree no. 254 of 2016 and information on diversity

Pursuant to Art. 3, paragraph 7, of Italian Legislative Decree no. 254 of 30 December 2016 (hereinafter also the "Decree") which implemented Directive 2014/95/EU containing the amendment to directive 2013/34/EU as regards the communication of non-financial information and information on diversity by certain companies and certain large groups, the Board of Statutory Auditors monitors the observance of the provisions established in said Decree and documents them in the annual report to the Shareholders' Meeting, "as part of the performance of the functions attributed to said body by the general regulations of the legal system" pursuant to Art. 2403 of the Italian Civil Code and Art. 149 of the TUF for statutory auditors of listed companies.

The Board of Statutory Auditors verified, to the extent of its competence, that the Company has fulfilled its obligations under the provisions of the Decree through the drafting of the NFS. Furthermore, in the context of its activities, there was no evidence of non-compliance and/or violation of the applicable reference regulations.

In particular, the Board of Statutory Auditors met with representatives of the competent functions of Esprinet S.p.A. and the Independent Auditors for an in-depth review of (i) the corporate process of preparation of the NFS and (ii) the international reporting standards adopted.

Lastly, the Board of Statutory Auditors examined the report of the Independent Auditors ("limited assurance engagement") pursuant to Art. 5 of Consob Regulation no. 20267 of 18 January 2018, issued

on 28 March 2024, which showed the absence of elements, facts or circumstances which suggest that the NFS has not been drafted in compliance with the reference regulations and the international reporting standards.

1.7 Supervisory activities on the correct implementation of the corporate governance rules

Pursuant to Art. 149, paragraph 1, letter c-bis of the TUF, the Board of Statutory Auditors monitored the methods for the practical implementation of the corporate governance rules set out in the Corporate Governance Code adopted by Esprinet.

The "Report on Corporate Governance and Ownership Structure 2023", in accordance with Art. 123-bis, paragraphs 1 and 2 of the TUF, prepared by the Directors and approved by the Board of Directors at the meeting on 12 March 2024, outlines in detail the principles and application criteria adopted by the