Esprinet S p A : Report of the Board of statutory auditors

Esprinet S.p.A.

Via Energy Park 20 - 20871 Vimercate (MB)

"REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS' MEETING

PURSUANT TO ARTICLE 153 OF LEGISLATIVE DECREE NO. 58/1998 AND ARTICLE 2429(3) OF THE ITALIAN

CIVIL CODE - FINANCIAL STATEMENTS AS AT 31-12-2020"

Dear Shareholders,

By means of this Report, drawn up in accordance with Article 153 of Legislative Decree No. 58/1998 ("TUF"), also taking into account the applicable CONSOB Recommendations and the Code of Conduct of the Board of Statutory Auditors of Listed Companies issued by the National Council of Chartered Accountants and Bookkeepers on 26 April 2018, the Board of Statutory Auditors of Esprinet S.p.A. (hereinafter also referred to as the "Company") reports to you on the supervisory activity carried out during the year ended 31 December 2020 and the outcome thereof.

The current Board of Statutory Auditors was appointed by the Shareholders' Meeting of 4 May 2018 for a three-year term. 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. The term of office will be the approval of the Financial Statements as at 31 December 2020.

In accordance with the provisions of the aforementioned Code of Conduct, the Board of Statutory Auditors has provided the Board of Directors with its guidelines on the renewal of the Board of Statutory Auditors, summarising the skills, professionalism and experience that have best contributed to the proper functioning of the Board of Statutory Auditors during its term of office, in line with the findings of the annual self-assessment process of the control body.

1. Supervision performed and information received.

During the financial year ended 31 December 2020, the Board of Statutory Auditors performed the supervisory activities provided for by law, by the Code of Conduct of the Board of Statutory Auditors of Listed Companies issued by the National Council of Chartered Accountants and Bookkeepers, by CONSOB Recommendations on company audits and activities of the board of statutory auditors (in particular, Communication No. DAC/RM 97001574 of 20 February 1997 and Communication No. DEM 1025564 of 6 April

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2001, later supplemented by Communication No. DEM/3021582 of 4 April 2003 and Communication No. DEM/6031329 of 7 April 2006) and by guidelines laid down in the Corporate Governance Code.

To this end, during the year the Board of Statutory Auditors:

• held 13 board meetings;
• attended the 14 meetings of the Board of Directors in accordance with rules governing the Board of Statutory Auditors;
• attended 5 meetings of the Control and Risk Committee and 6 meetings of the Appointments and Remuneration Committee in accordance with rules governing the Board of Statutory Auditors;
• attended the Shareholders' Meeting;
• frequently exchanged information and held regular meetings with the Audit Company for the purposes of timely exchange of data and information relevant for the performance of their duties;
• frequently exchanged information and held regular meetings with the head of the Internal Audit department and Enterprise Risk Management;

The Board also met with the Board of Statutory Auditors of the subsidiary Celly S.p.a. and the subsidiary 4Side Srl in relation to administration and control systems and the general performance of company activities, with no significant issues needing to be reported in this Report.

The activity of the Board of Statutory Auditors also involved the Company's Supervisory Board, appointed pursuant to Legislative Decree No. 231/2001, within the scope of their respective competences, with the clarification that the function of Supervisory Board (Legislative Decree no. 231/2001) has not been transferred to the Board of Statutory Auditors but is carried out by a separate body. During Board meetings, the Directors reported to the Board of Statutory Auditors on the activity carried out by the Company, the most significant economic, financial and equity transactions carried out by the Company and its subsidiaries and associates, and the transactions in which they held an interest on their own account or that of third parties.

During meetings and contact with the Independent Auditors, no reprehensible conduct attributable to Directors came to light.

As is widely known, the 2020 financial year was characterised by a situation of profound uncertainty in relation to the genesis and evolution of the COVID-19 pandemic. The instructions and government measures issued from March onwards and throughout the

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year, in declaring a state of emergency, imposed particularly stringent measures to limit the spread of the pandemic throughout the country, such as total or partial lockdown situations.

The Company's activities, considered essential, did not stop and continued, where possible, 'remotely'.

The activities of the Board of Statutory Auditors also continued in the same way, through the acquisition of data and information in electronic format and the holding of its meetings by video/audio conference.

Taking into account the Company's degree of reliability and timeliness in ensuring the proper conduct of meetings and an adequate system for transmitting information flows, the Board of Statutory Auditors believes that the adoption of these methods has not diminished or affected the degree of reliability of the information received and the effectiveness of its activities.

With regard to Board activities, during 2020:

• no reports were received under Article 2408 of the Italian Civil Code;
• no complaints were received.

2. Main economic, financial and equity transactions and events Transactions with related parties

With regard to the main economic, financial and equity transactions carried out by the Company and the Group during 2020 and, more generally, the most significant events, the Board of Statutory Auditors reports as follows:

- On 19 June 2020, a binding agreement was signed for the purchase, through the Spanish sub-holding Esprinet Iberica S.L.U., of the entire share capital of GTI Software y Networking S.A. In execution of the aforementioned agreement, and following the obtaining of the required authorisations from the antitrust authorities, on 1 October 2020 the Group acquired the entire share capital of GTI Software y Networking S.A.

The consideration, set at 33.7 million euro, was paid in full using own funds on the same date.

- As part of the measures to support companies adopted by the Spanish Government to tackle the Covid-19 epidemic emergency, the Spanish subsidiaries Esprinet Iberica S.L.U. and Vinzeo Technologies S.A.U. took out a total of eleven 3 to 5-year loans, all amortising, of which only one with floating rate, guaranteed by the Spanish

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Government through Instituto de Crédito Official ("ICO"). The total value of the loans subscribed amounted to 47.2 million euro, of which 45.7 million euro disbursed as at 31 December 2020. The subsidiary Vinzeo Technologies S.A.U. also entered into a further five- year, fixed-rate and amortising loan, fully disbursed in the amount of 2.5 million euro by 31 December 2020.

• On 6 July 2020, Maurizio Rota, Chairman of the Board of Directors, and Alessandro Cattani, Chief Executive Officer of Esprinet S.p.A., transferred all of their 3,418,905 Esprinet shares to a newly formed vehicle controlled by them called Axopa S.r.l. At the same time as the transfer, Axopa acquired an additional 1,200,000 Company shares, bringing the stake in Esprinet to 9.07%. Axopa then signed a shareholders' agreement with shareholder
  Francesco Monti, holder of a stake of 16.16% in Esprinet. The Shareholders' agreement therefore has a total of 12,850,975 shares, representing 25.23% of the share capital.
• In July 2020, Valerio Casari resigned from his position as Executive Director and Group Chief Financial Officer of Esprinet S.p.A., as well as from any other office, function and role held in Esprinet and any other company in the Esprinet Group. As a result of the termination of employment, as better described in the Explanatory Notes, Valerio Casari will receive not only the pro-rata instalment of the fixed emoluments accrued and end-of- service fees due by law, but also indemnities, variable emoluments and free stock grants on ordinary Esprinet S.p.A. shares.
• On 28 October 2020, Esprinet S.p.A. purchased the remaining 15% of the share capital of Celly S.p.A., acquiring full ownership of it. The value of the transaction came to 1.25 million euro, of which 0.8 million paid in cash at the time of signing of the agreement, and the residual balance in annual instalments to be paid in three subsequent years.
• On 23 December 2020, Esprinet S.p.A. entered into a five-year,fixed-rate and amortising loan with Cassa Depositi e Prestiti, amounting to 35.0 million euro, disbursed by 31 December 2020.
• With reference to the ongoing legal dispute with the historical supplier, and related shareholders, of the 'Sport Technology' line, which in December 2018 had initiated a voluntary liquidation procedure and on 21 May 2019 had filed an application for composition proceedings with the Court of Milan, it should be noted that, during 2020, a settlement agreement was reached, the completion of which was authorised on 9 December 2020 by the Court of Milan pursuant to Article 167, paragraph 2, of the Bankruptcy Law.

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The agreement envisages, on the one hand, the waiver by the supplier and its shareholders of the 55.0 million euro compensation lawsuit filed against Esprinet S.p.A. and, on the other hand, the waiver by Esprinet S.p.A. of the request to be included among the creditors of the supplier's composition proceeding, thus writing off the 2.6 million euro of net receivables recorded in the financial statements as at 31 December 2019.

• Esprinet S.p.A. has a number of pending lawsuits involving requests for the payment of indirect taxes brought against the Company, for a total amount of 18.7 million euro, plus penalties and interest, in relation to transactions undertaken between 2011 and 2013. For more information on current litigation, please see the notes to the financial statements.

Opinion of the Board of Statutory Auditors

In general, the Board considers that the law, the Articles of Association and the principles of proper administration have been upheld.

The Board did not find or receive any news from the Audit Company or the Head of Internal Audit of any atypical and/or unusual transactions, as defined in the CONSOB Communication of 6 April 2001 and CONSOB Communication No. DEM/6064293 of 28 July 2006, conducted with third parties, related parties or within the group.

Regarding transactions with related parties, the Board of Statutory Auditors ensured that the procedure adopted by the Company complied with the principles laid down by

CONSOB.

This procedure, which can be consulted on the Company's website, exempts resolutions regarding the remuneration of directors and other managers with strategic responsibilities under certain conditions.

In light of the specific nature of the Group's business, the inclusion of transactions that "fall within the ordinary course of business and related financial activities (identified on the basis of the criteria set forth in the Regulation and CONSOB Communication No. 1007868 of 24 September 2010) and that are (...) concluded under conditions equivalent to market or standard conditions" under Ordinary transactions with related parties is of particular importance.

The Directors gave an account in the Report on Operations and in the Explanatory Notes of ordinary and less significant transactions carried out with related parties, indicating the nature and extent of those transactions. This disclosure is appropriate given the size of the transactions.

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