Esprinet S p A : Shareholders’ Meeting notice of call

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 under no.

05091320159

Tax Code 05091320159 - VAT number 02999990969 - Economic

Administrative Index MB-1158694

Website: www.esprinet.com

NOTICE OF CALL OF SHAREHOLDERS' MEETING

The Ordinary Shareholders' Meeting of Esprinet S.p.A. ("Company" or "Esprinet") will be held at Studio Notarile Marchetti, Milan, Via Agnello no. 18, at 2:00 p.m. on 24 April 2024, in single call, to discuss the following

Agenda

1. Financial Statements as at 31 December 2023
2. 1. Approval of the Financial Statements as at 31 December 2023,
      Directors' Report on Operations, Statutory Auditors' Report and Independent Auditors' Report. Presentation of the Consolidated
      Financial Statements as at 31 December 2023 and the Consolidated Non-Financial Statements pursuant to Legislative Decree No. 254 of 30/12/2016 - Sustainability Report.
   2. Allocation of the result for the year.
3. Appointment of the Board of Directors for the period 2024/2026
4. 1. Determination of number of members.
   2. Determination of duration of term in office.
   3. Appointment of Directors.
   4. Appointment of the Chairman of the Board of Directors.
   5. Determination of relative compensation.
5. Appointment of members of the Board of Statutory Auditors for the period 2024/2026
6. 1. Appointment of members.
   2. Appointment of the Chairman.
   3. Determination of the compensation.
7. Report on the Remuneration Policy and Related Compensation
8. 1. Binding resolution on the first section pursuant to art.123-ter, paragraph 3 of the TUF.
   2. Non-bindingresolution on the second section pursuant to art. 123-ter, paragraph 4 of the TUF.
9. Motion for approval, in accordance with remuneration policies and pursuant to art. 114-bis of 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

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grant rights ("Performance Stock Grant") to beneficiaries, to be identified by the Board of Directors.

6. Proposal to authorise the purchase and disposal of own shares, within the maximum number permitted and with a term of 18 months; contextual revocation, for any unused portion, of the authorisation resolved by the Shareholders' Meeting of 20 April 2023.

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The Company decided to make use of the right - pursuant to art. 106 of Decree Law no. 18 of 17 March 2020 ("Decree Law no. 18", converted, with amendments, by Law No. 27 of 24 April 2020, the effectiveness of which was most recently extended by Decree-Law No. 215 of 30 December 2023 ("Decreto Milleproroghe"), converted by Law No. 18 of 23 February 2024 - to provide that shareholders' participation in the Shareholders' Meeting shall take place solely through the "Designated Representative", as identified below) pursuant to art. 135-undecies of Legislative Decree No. 58/98 ("TUF"). In derogation of art. 135-undecies, paragraph 4, the Designated Representative may also be granted proxies and/or sub-proxies pursuant to art. 135-novies of the TUF.

The participation in the Shareholders' Meeting of the persons entitled to attend, who are not the same as the ones entitled to vote, (the Chairperson, the Chief Executive Officer, the Chairperson of the Board of Statutory Auditors, the other members of the corporate bodies, the secretary, the Designated Representative, the independent auditors and/or the employees and/or associates authorised by the Chairperson), may also take place by means of telecommunications that allow for their identification, without the need, in any case, for the Chairperson of the Shareholders' Meeting and the person responsible for taking the minutes (secretary or notary) to be in the same location, in compliance with the applicable regulations for this eventuality. The instructions and the methods for participation in the shareholders' meeting will be communicated to them on an individual basis.

INFORMATION ABOUT THE COMPANY'S SHARE CAPITAL ON THE DATE OF THE NOTICE OF CALL

The company's subscribed and fully paid-in share capital amounts to Euro 7,860,651.00, represented by 50,417,417 ordinary shares with no indication of par value, all with voting rights. At the date of this notice, the company holds 1,011,318 own shares, for which the voting right has been suspended pursuant to law. The share capital structure is available on the Company's website, https://www.esprinet.com,in the "Investors - Esprinet on the Stock Market" section.

The shares are registered, indivisible, may be freely transferred and are subject to the provisions of the laws applicable to joint ownership.

ENTITLEMENT TO ATTEND THE MEETING

In accordance with the law, attendance at the Shareholders' Meeting and the right to vote, exclusively by means of a proxy and/or sub-proxy to the Designated Representative, in accordance with the provisions of art. 106 of

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Decree Law no. 18 and in the manner indicated below, are granted to the parties for which the intermediary has sent the Company the appropriate communication certifying the entitlement. This communication is based on the relevant evidence at the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting, i.e., 15 April 2024("record date"); credit and debit entries made in the accounts after this deadline will not be considered for purposes of the entitlement to attend and exercise the right to vote at the Shareholders' Meeting; therefore, those who hold Company shares only after this deadline will not have the right to attend and vote at the Shareholders' Meeting. Relevant communications by the authorised intermediaries must reach the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting, i.e., by 19 April 2024. However, this is without prejudice to the entitlement to attend and vote if the communications are received by the Company after this deadline, provided that they are received by the beginning of the Shareholders' Meeting, notwithstanding the principle that attendance and voting at the Shareholders' Meeting may only take place by specific proxy and/or sub- proxy sent to the Designated Representative.

There are no procedures for voting by mail or electronically.

ADDITIONS TO THE AGENDA AND SUBMISSION OF NEW RESOLUTION PROPOSALS

Pursuant to art. 126-bis of the TUF, those shareholders that, also jointly, represent at least one-fortieth of the share capital may request, within ten days of the publication of this Notice, an addition to the list of items to be discussed, by stating in their request the additional items proposed by them or by submitting resolution proposals on items that are already on the Agenda.

The request must be submitted in writing to the registered office, Via Energy Park no. 20, 20871 - Vimercate, (MB), to the attention of the Corporate and Legal Affairs office or via certified e-mail to [e-mail],or via e- mail to [e-mail] must be accompanied by specific confirmation of share ownership, issued by the intermediaries holding the accounts in which the requesting shareholders' shares are registered. Within the above-mentioned deadline, the proposing parties must deliver a report on the items proposed for discussion or the reasons for the resolution proposals submitted on the items already on the Agenda.

Additions will not be permitted if they relate to items on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Directors or based on a project or a report prepared by them, other than those referred to in art. 125-ter, paragraph 1, TUF. Any updated list of items to be discussed at the Shareholders' Meeting and any additional resolution proposals submitted, together with any comments by the Board of Directors, will be published in the manner stipulated by law.

In addition to the foregoing, considering that attendance of the Shareholders' Meeting is exclusively through the Designated Representative, the parties authorised to attend the Shareholders' Meeting that intend to formulate resolution proposals on the Agenda items are invited to submit them in advance, by 5 April 2024, in the same manner specified in the paragraph above. These proposals will be published on the Company's website by 9 April

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2024, in order to allow those entitled to vote to make an informed decision, also taking into account these new proposals, and to allow the Designated Representative to collect voting instructions on them if necessary. The requesting party must provide suitable documentation proving the entitlement to attend the Shareholders' Meeting and the issue of a proxy to the Designated Representative to attend the Meeting.

In the event of resolution proposals on the Agenda items that are alternative to those formulated by the Board, the Board's proposal will be put to the vote first (unless it is withdrawn) and, only if such proposal is rejected, will the Shareholders' proposals be put to the vote. These proposals, even in the absence of a proposal from the Board, will be submitted to the Shareholders' Meeting starting from the proposal submitted by the Shareholders representing the largest percentage of share capital. Only if the proposal put to the vote is rejected, will the next proposal, in order of share capital represented, be put to the vote. For purposes of publication, as well as in relation to the execution of the Shareholders' Meeting, the Company reserves the right to verify the relevance of the proposals with respect to the Agenda items, their completeness, their compliance with applicable regulations and the entitlement of the proposers.

VOTING BY PROXY AND THE COMPANY'S DESIGNATED REPRESENTATIVE

In view of the provisions of art. 106 of Decree Law no. 18, each subject authorised to attend the Shareholders' Meeting must be represented by the Designated Representative pursuant to art. 135-undicies of the TUF, via proxy and/or sub-proxy in writing pursuant to the applicable provisions of law.

For the Shareholders' Meeting referred to in this Notice of Call, the Company has identified as the Designated Representative, pursuant to art. 135- undecies of the TUF, Studio Legale Trevisan & Associati, with registered office in Milan, Viale Majno no. 45, in the person of Attorney Dario Trevisan or any of his replacements in the event of impediment, who must receive a specific proxy and/or sub-proxy, alternatively in accordance with:

• art. 135-undecies of the TUF, through the "Designated Representative Proxy Form", or
• art. 135-novies of the TUF, with the option to use the "Ordinary Proxy Form" and/or "Sub-Proxy Form",

according to the procedure described below.

• Proxy pursuant to art. 135-undecies of the TUF ("proxy to the

Designated Representative")

The Designated Representative may be granted a written proxy pursuant to art. 135-undecies of the TUF, free of charge for the delegating party (except for any delivery costs), with voting instructions on all or some of the proposals on the Agenda.

The proxy will take effect only for proposals in relation to which voting instructions are given. The shares for which the proxy has been granted, even partially, are calculated for purposes of the regular constitution of the Shareholders' Meeting.

The proxy to the Designated Representative pursuant to art. 135-undecies of the TUF must be granted by signing the specific "Designated Representative Proxy Form" made available, with the relative instructions for completing it

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and sending it in, on the Company's website (section "Investors - Shareholders' Meeting"), containing the voting instructions, and sent, in original, together with a copy of the identity document and, in the event of a legal entity, the documentation proving the corporate powers (chamber of commerce certificate or similar) by courier or registered letter with return receipt, to:

Studio Legale Trevisan & Associati Viale Majno no. 45

20122, Milan - Italy

(Ref. "ESPRINET 2024 Shareholders' Meeting Proxy"),

no later than the second trading day prior to the date set for the Shareholders' Meeting (i.e., by 23:59 on 22 April 2024).

Without prejudice to the original proxy, complete with voting instructions, the proxy may also be notified electronically, to the certified mail address: [e-mail] the proxy, signed with an electronic signature or digital signature pursuant to current legislation, to the aforesaid certified mail address meets the requirement of written form.

The proxy and related voting instructions granted to the Designated Representative pursuant to art. 135-undecies of the TUF are revocable in the same manner and within the same deadline (i.e., by 23:59 on 22 April 2024).

• Proxy and/or sub-proxy pursuant to art. 135-novies of the TUF

("ordinary proxy" and/or "sub-proxy")

Those who do not make use of the proxies pursuant to art. 135-undecies of the TUF may grant proxies and/or sub-proxies to the Designated Representative pursuant to art. 135-novies of the TUF, as an exception to art. 135-undecies, paragraph 4, of the TUF, which, with the related written voting instructions, together with a copy of an identity document and, in the case of a legal entity, the documentation proving the corporate powers (copy of a chamber of commerce certificate or similar), must be received:

1. by the Company, by post, at the address: Via Energy Park no. 20, 20871 - Vimercate, (MB), to the attention of the Corporate and Legal Affairs office or by certified e-mail to [e-mail],or by e-mail to [e-mail],or alternatively;
2. by Studio Legale Trevisan & Associati, via post, at the address: Viale Majno no. 45, 20122, Milan - Italy, or via certified e-mail to: rappresentante- [e-mail] e-mail:[e-mail] 12.00 on 23 April 2024(without prejudice to the fact that the Designated Representative can accept proxies and/or sub-proxies and/or voting instructions also after the aforementioned term, provided before the start of shareholders' meeting proceedings).
   The proxy and voting instructions may be revoked within the above deadline and in compliance with the methods described above.
   The communication to the Company made by the intermediary certifying the entitlement to attend the Shareholders' Meeting is also necessary in the event that the proxy is granted to the Company's Designated Representative; therefore, in the absence of the aforesaid communication, the proxy shall be considered null and void.

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The Designated Representative will be available for clarifications or information at the above addresses and/or at the toll free number: 800 134 679 (in working days and hours).

RIGHT TO ASK QUESTIONS ABOUT THE AGENDA ITEMS

Pursuant to art. 127-ter of the TUF, those entitled to vote may ask questions on the Agenda items even before the Shareholders' Meeting, by sending them no later than the end of the seventh trading day prior to the date set for the Shareholders' Meeting, i.e., by 15 April 2024.

The questions may be sent by registered mail to the registered office of the Company in Via Energy Park no. 20, 20871 - Vimercate, (MB), to the attention of the Corporate and Legal Affairs office or by certified e-mail to [e-mail] by e-mail to [e-mail].

Any party wishing to exercise this right must provide, in the same manner, information that allows their identification by forwarding a specific communication issued by the intermediaries holding the accounts in which the shareholder's shares are deposited.

The questions received by the Company in the manner specified above by Tuesday 15 April 2024and that are relevant to the items on the agenda will be answered on the Esprinet website in the section "Investors - Shareholders' Meeting" by 19 April 2024. The Company will not answer those questions that do not comply with the above-mentioned methods, terms and conditions.

APPOINTMENT OF MEMBERS OF THE BOARD OF DIRECTORS

It must be noted that the Articles of Association provide that the Board of Directors is appointed based on lists of candidates. The rules and procedures relating to the lists of candidates, as well as the necessary supporting documentation are set out in Article 13) of the Articles of Association, which can be viewed on the Company's website in the "Governance - Governance System" section, to which reference is made.

The lists of candidates must be submitted to the Company's registered office or by sending a certified e-mail to [e-mail], accompanied by the relevant documentation, no later than 30 March 2024 by shareholders who, alone or together with others, hold at least 2.5% of the share capital, certified by means of a specific communication issued by authorised intermediaries.

The candidates included in the lists for appointment to the Board of Directors must be listed by progressive numbering and meet the requirements established by the Articles of Association and by law.

Pursuant to the aforementioned Art. 13) of the Articles of Association, shareholders who wish to submit a list, must present, simultaneously and together with each list, (i) the statements of acceptance of the candidacy, (ii) statements with which each candidate, under his/her own responsibility, certifies that there are no grounds for ineligibility and incompatibility and that the requirements prescribed for the respective offices are satisfied, (iii) a curriculum vitae containing the personal and professional characteristics of each candidate, with any declaration of independence by those candidates who meet the established requirements, as further specified below.

Candidates may only appear on one list, under penalty of ineligibility.

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In order to prove ownership of the number of shares necessary for submission of the lists, the shareholders must file - including after presenting the list itself, provided that it is at least 21 days before the date set for the Shareholders' Meeting (i.e., by 3 April 2024) - a copy of the specific communications issued by the authorised intermediaries proving ownership, at the time the list is submitted to the Company, of the number of shares necessary for the submission.

The lists must indicate which candidates satisfy the independence requirements established by law for directors of listed companies and, more precisely, the independence requirements envisaged by Recommendation no. 7 of the Corporate Governance Code for companies listed on Borsa Italiana S.p.A., as well as by the combined provisions of Article 147-ter, paragraph 4 and Article 148, paragraph 3, of Legislative Decree 58/98.

Lastly, in relation to the appointment of the Board of Directors, it should be noted that, pursuant to gender balance regulations, the allocation of the members of the Board of Directors must be made in such a way that the lesser represented gender obtains at least two-fifths of the members of the Board of Directors, rounded up to the next higher unit.

Shareholders who wish to submit a "minority list" are invited to take into account the recommendations made by Consob with Communication no. DEM/9017893 of 26 February 2009.

The lists or individual candidates for which all statutory provisions were not complied with shall be considered as not submitted.

The lists submitted will be available at the registered office and published on the Company's website www.esprinet.com, "Investors - Shareholders' Meeting" section, as well as on the eMarket Storage mechanism at www.emarketstorage.com, twenty-one days before the Shareholders' Meeting (i.e., by 3 April 2024).

APPOINTMENT OF MEMBERS OF THE BOARD OF STATUTORY AUDITORS

Please note that the Articles of Association provide that the Board of Statutory Auditors is appointed based on lists of candidates. The rules and procedures relating to the lists of candidates, as well as the necessary supporting documentation are set out in art. 19) of the Articles of Association, which can be viewed on the Company's website in the "Governance - Governance System" section, under the heading Articles of Association, and to which reference is made.

The lists of candidates must be submitted to the Company's registered office or by sending a certified e-mail to [e-mail], accompanied by the relevant documentation, no later than 30 March 2024 by shareholders who, alone or together with others, hold at least 2.5% of the share capital, certified by means of a specific communication issued by authorised intermediaries.

If only one list has been submitted as of 30 March 2024, or only lists that are connected pursuant to applicable regulations, additional lists may be submitted until 2 April 2024. In this case, the minimum shareholding required is reduced to 1.25% of share capital. The lists for appointment to the Board of Statutory Auditors consist of two sections, dedicated to candidates, listed by progressive numbering, for the office of Standing Auditor and for the office of Alternate Auditor, respectively. Candidates who satisfy the limits on the

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accumulation of offices established by legislation, who meet the requirements of integrity, professionalism and independence, and who are enrolled in the Register of Auditors may be included in the lists. Candidates may only appear on one list, under penalty of ineligibility. The first candidate on the list that is second in terms of number of votes at the Shareholders' Meeting is the Chairman of the Board of Statutory Auditors.

Pursuant to the aforementioned Art. 19) of the Articles of Association, shareholders who wish to submit a list, must present, simultaneously and together with each list, a description of the professional curriculum of the individual candidates and the offices held in other companies as well as statements in which the individual candidates accept the candidacy and certify, under their own responsibility, that there are no grounds for ineligibility and incompatibility and that the requirements prescribed for the respective offices are satisfied, in particular their independence.

Lastly, in relation to the appointment of the Board of Statutory Auditors, it should be noted that, pursuant to gender balance regulations, the members of the Board of Statutory Auditors must be appointed in such a way that the less represented gender represents at least two-fifths of the members of the Board of Statutory Auditors, rounded down to the next lower unit.

Shareholders who wish to submit a "minority list" are invited to take into account the recommendations made by Consob with Communication no. DEM/9017893 of 26 February 2009.

The lists or individual candidates for which all statutory provisions were not complied with shall be considered as not submitted.

The lists submitted will be available at the registered office and published on the Company's website www.esprinet.com, "Investors - Shareholders' Meeting" section, as well as on the eMarket Storage mechanism at www.emarketstorage.com,twenty-one days before the Shareholders' Meeting (i.e., by 3 April 2024).

DOCUMENTATION

The documentation relating to the Shareholders' Meeting, together with the resolution proposals, will be made available to the public within the terms of the law in the manner provided for by the regulations in force, with the right of the Shareholders and those who have the right to vote to obtain copies. This documentation will be available at the headquarters, in the "Investors - Shareholders' Meeting" section of the Company's website https://www.esprinet.com,as well as on the storage mechanism eMarket Storage at https://www.emarketstorage.com/.

The Directors' Reports on Agenda items 2, 3 and 6 of the Ordinary session, are published at the same time as this Notice, while additional Directors' Reports on Agenda items, as well as the Disclosure Document pursuant to art. 84-bis of the Issuers' Regulation (relating to Agenda item 5), the annual financial report with the other documents referred to in Art. 154-ter of the TUF, the Consolidated Non-Financial Disclosure and the Report on the Remuneration Policy and Related Compensation will be made available to the public within the deadlines established by governing regulations.

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Vimercate, 14 March 2024

On behalf of the Board of Directors

The Chairman

Maurizio Rota

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