Financial Report (Esprinet Group 2025 Annual integrated Report Grafico)

Annual Integrated Report year 2025

Annual Integrated Report

year 2025 (*)

Parent Company:

Esprinet S.p.A.

VAT Number: IT 02999990969

Companies' Register of Milan, Monza e Brianza, Lodi and Tax Number: 05091320159 R.E.A. (economic and administrative index) 1158694 Registered Office and Administrative HQ Via Energy Park, 20 - 20871 Vimercate (MB)

Subscribed and paid-in share capital as at 31/12/2025: Euro 7,860,651

https://www.esprinet.com - info@esprinet.com

(*) this document constitutes a copy, in Pdf format, of the Annual Integrated Report of Esprinet S.p.A. as at 31 December 2025 and does not constitute the document in ESEF format required by the ESEF Technical Standards referred to in the Delegated Regulation (EU) 2019/815 (so-called 'ESEF Regulation'). The 2025 Annual Integrated Report in ESEF format is available in the Investors - Shareholders' Meeting - 2026 section of the Company's website (https://www.esprinet.com).

5

CONTENTS

DIRECTORS' REPORT ON OPERATIONS

6

Group's consolidated results overview

1. Letter to the Stakeholder

2. Highlights

3. Summary of the Group's economic and f inancial results

4. Share performance

11

Corporate Governance

1. Company Officers

2. Waiver of obligation to provide information on extraordinary transactions

12

Activities and structure of the Esprinet Group

1. Descripion of the activities

2. Group Structure

16

Structure and target market trends

B2B distribution of IT and consumer electronics

20

Group and Esprinet S.p.A. economic and financial results

1. Income trend

2. Operating net working capital

3. Sales by product family and customer type

33

34

35

Significant events occurring in the period Subsequent events

Business outlook

36

Main risks and uncertainties facing the Group and Esprinet S.p.A.

44

SUSTAINABILITY REPORTING

1. General information

2. Environmental information

3. Social information

4. Governance information Annexes

6

8

9

10

11

11

12

13

16

20

30

31

45

76

111

141

146

158

CONTENTS

Other significant information

1. Research and development activities

2. Number and value of own shares

3. Relationships with related parties

4. Relationships with subsidiaries subject to management and coordination

5. Shares of the parent company Espr inet S.p.A held by board members, statutory auditors and key managers

6. Atypical and/ or unusual operations

7. Additional information required by Bank of Italy and CONSOB

8. Share incentive plans

9. Reconciliation of equity and Group result and cor responding values of the parent company

10. Other information

162

Proposal of approval of the Financial Statement and allocation of the 20 25 result for the year

163

CONSOLIDATED FINANCIAL STATEMENTS 1

Esprinet Group financial statements

Notes to the consolidated financial statements

239

ESPRINET S.P.A. FINANCIAL STATEMENTS 1 (SEPARATE FINANCIAL STATEMENTS 2)

Esprinet S.p.A. financial statements

Notes to the Esprinet S.p.A. Financial Statements

Statement on the Consolidated Financial Statements, pursuant to Art. 8 1- ter of CONSOB Regulation Statement on the Financial Statements, pursuant to Art. 8 1- ter of CONSOB Regulation

Statement on the Consolidated Sustainability Statements, pursuant to Art. 8 1- ter of CONSOB Regulation Board of Statutory Auditors' Report *

Independent Auditors' Report *

158

158

158

159

159

160

160

160

161

161

165

169

241

247

1 Each section has a separate table of contents for easy reference by the reader

2 Esprinet S.p.A. Separate Financial Statements, as defined by the IFRS international accounting standards

* The reports of the Board of Statutory Auditors and the Independent Auditors, is published in a specific section in the Investors - Shareholders' Meeting - 2026 sect ion of the Company's website.

‌Directors' Report on Operations for the year 2025

Esprinet | Annual Integrated Report year 2025 5

Director's Report on Operations Sustainability Reporting Consolidated Financial Statements Separate Financial Statements

Esprinet | Annual Integrated Report year 2025

‌GROUP'S CONSOLIDATED RESULTS OVERVIEW

1. Letter

   to Stakeholders

   Shareholders,

   The year 2025 marked a new chapter in the Esprinet Group's journey of growth and transformation. The positive results achieved last year confirm our ability to create sustainable value in a constantly evolving market context, which is often complex and undoubtedly volatile.

   Thanks to the significant investments made over the past few years towards a now clear and well-e-stablished strategic repositioning, we once again found ourselves well placed to seize the opportunities offered by technology macro-trends and those from converging sectors, with the clear objective of delivering strong returns to shareholders.

   Technology and scenario: the forces reshaping the markets

   Despite an initial climate of pessimism, with geo-politics taking centre stage, the global economy proved more robust than expected, supported by strong investments in artificial intelligence and resilient consumer spending. In this context, ICT demand has recorded a significant rebound in Europe and, within it, also in the countries where the Group specifically operates, confirming that the world of technology is no longer merely a driver of innovation, but an essential infrastructure for the competitiveness of businesses, the security of regions, and the progress of communities. The advent of artificial intelligence, the device renewal cycle, the growing demand for cloud and cybersecurity solutions, and the expansion of the energy transition have redefined priorities and business models across all sectors.

   Within this ecosystem, the Esprinet Group has strengthened its identity and its role as a strategic partner, connecting manufacturers, customers and institutions through an integrated, robust offering capable of anticipating market needs.

   Reflecting the strength of our business model and our operational discipline, the Group closed the financial year with positive results. Sales, which grew by 4% compared to the previous year to reach 4.3 billion euro, reflect the positive performance achieved in nearly all product and customer segments, as well as the consolidation

   The Esprinet Group has strengthened its identity and its role as a strategic partner, connecting manufacturers, customers and institutions through

   an integrated, robust offering capable

   of anticipating market needs.

   of market share in Southern Europe in the key segments of digitalisation and green tech.

   At the same time, the Group effectively managed the dynamics related to profit margins and, as a whole, confirmed its ability to consistently control operating costs, reporting an EBITDA of approximately 70 million euro.

   Our value strategy in action

   The year 2025 was characterised by clear and consistent decisions. Through the V-Valley division, a leading provider of applications and services for digital transformation, cloud computing and cybersecurity, we have further invested in the segments that will continue to drive the digital modernisation of businesses and public administration. In the green transition technologies segment, the Zeliatech division has continued to grow and today represents a unique platform in Europe, a meeting point for innovation, environmental sustainability and energy efficiency. Also thanks to the recent acquisition of Vamat, which operates in Benelux and Ireland, Zeliatech is opening up prospects for further expansion into a new addressable market for the Group. The Group also achieved significant results in the area of traditional information technology, a segment that continues to be a key pillar of our

   SALES

   
   
   

   EBITDA

   
   
   +4%

   vs. 2024, totalling

   €4.3 billion

   ~ 70

   million euro

   portfolio. Our performance was supported by the strong opportunities generated by the personal computer refresh cycle, which drove robust and consistent demand from both businesses and consumers.

   The year 2025 was also a key year for the deployment of our first artificial intelligence projects, which are transforming the way we operate and serve the market. The applications we have introduced are designed to enhance operational efficiency, foster more effective collaboration and improve productivity, as well as strengthen the resilience of our processes and raise our service quality standards. These initiatives enable us to offer customers a more seamless, faster and more sophisticated experience.

   Finally, prudent management of working capital and an increasingly optimised supply chain have enabled us to generate value while maintaining a high degree of flexibility.

   Sustainability: tangible results and new opportunities

   The year 2025 marked the consolidation of the Group's sustainability journey. The Consolidated Sustainability Report is prepared in accordance with the ESRS (European Sustainability Reporting Standards), introduced by Directive (EU) 2022/2464 on corporate sustainability reporting. We viewed this as a commitment to transparency and accountability towards all our stakeholders and as a further incentive to integrate and align sustainability into our business model through tangible results.

   This vision was confirmed by the results we achieved: in the challenge to reduce our environmental footprint, the Group maintained a B rating from CDP for climate change and water security. Our journey of development has also reached new heights of excellence in the social sphere, where we have obtained national certification for gender

   equality (UNI/PdR 125:2022), reaffirming our commitment to a fair and inclusive working environment. Finally, on the governance front, where the Esprinet Group has historically maintained high standards, now recognised by multiple certifications, we have strengthened our dialogue with stakeholders in order to ensure that we are constantly attentive to emerging needs and can therefore adapt our strategy to changing market demands.

   As we look ahead to ever-greater achievements in line with our vision, we know that our journey still requires determination and perseverance.

   We look to 2026 with confidence

   Global uncertainties remain, with strong awareness of our ability to address them with vision, responsibility and ambition, and to seize new and significant opportunities in the changes to advance our strategic intent, is stronger than ever. We will continue to strive to consolidate our role as a leading partner in digital transformation, to expand our European presence in the green transition, to innovate service models and digital platforms, and, above all, to invest in our people and our corporate culture in order to generate lasting value for all stakeholders, thereby contributing to a more connected, more sustainable and more inclusive future.

   I would like to thank everyone in the Group for the passion and sense of responsibility with which they tackle our challenges every day. I would like to thank our customers and partners for their trust and ongoing dialogue. I would like to thank our shareholders for supporting our medium/ long-term vision. I would like to thank the communities that welcome us, support us, and remind us of the value of our role.

   Thank you for investing in the Company.

   Maurizio Rota

   We will continue to strive to consolidate our role as a leading partner in digital transformation, to expand our European presence in the green transition, to innovate service models and digital platforms, and, above all, to invest in our people and our corporate culture in order to generate lasting value for all stakeholders, thereby contributing to a more connected, more sustainable and more inclusive future.

2. ‌Highlights

   THE ESPRINET GROUP'S PERFORMANCE

   
   
   
   
   

   FINANCIAL SOCIAL

   € 4,292.1 mln

   Revenue

   € 69.7 mln

   Adjusted EBITDA

   € 20.2 mln

   Net income

   53%

   Gender distribution

   11%

   New generations/age diversity

   - share of employees under 30 years of age (% of total)

   None

   Serious injuries

   ENVIRONMENTAL

   98%

   % of electricity purchased from renewable sources

   98%

   Waste for recovery

   Score B

   CDP rating

   Accession to the UN Global Compact

3. ‌Summary of the Group's economic and financial results

   The 2025 economic and financial results and those of the relative periods of comparison have been drawn up according to International Financial Reporting Standards ('IFRS') endorsed by the European Union and in force during the period. In the chart displayed below, in addition to the conventional financial indicators laid down by IFRS, some 'alternative performance indicators', although not defined by the IFRS, are presented. These 'alter-native performance indicators', consistently presented in previous periodic Group reports, are not intended to substitute conventional IFRS indicators; they are used internally by the management for measuring and control-

   ling the Group's profitability, performance, capital structure and financial position, as they are considered particularly relevant. As required by the ESMA/2015/1415 Guidelines issued by ESMA (European Securities and Market Authority) under Art. 16 of the ESMA Regulation, updating the previous recommendation CESR/05-178b of the CESR (Committee of European Securities Regulators) and adopted by CONSOB with Communication No. 0092543 of 03/12/2015, the basis of calculation adopted is defined below the table.

   (euro/000)	notes	2025	%	2024	%	% var. 25/24
   Profit & Loss
   Sales from contracts with customers		4,292,050	100.0%	4,141,562	100.0%	4%
   Gross profit		235,066	5.5%	226,942	5.5%	4%
   EBITDA	(1)	69,737	1.6%	69,527	1.7%	0%
   Operating result (EBIT)		45,253	1.1%	46,226	1.1%	-2%
   Result before income tax		31,561	0.7%	28,866	0.7%	9%
   Net result		20,173	0.5%	21,521	0.5%	-6%
   Financial data
   Cash flow	(2)	44,657		44,822
   Gross investments		3,391		6,979
   Net working capital	(3)	168,039		167,100
   Operating net working capital	(4)	139,568		135,209
   Fixed assets	(5)	293,492		290,884
   Net capital employed	(6)	411,410		403,083
   Net equity		389,470		389,247
   Tangible net equity	(7)	255,145		263,177
   Net financial debt	(8)	43,808		36,238
   Main indicators
   Net financial debt / Net equity		0.1		0.1
   Net financial debt / Tangible net equity		0.2		0.1
   EBIT / Finance costs - net		3.3		2.7
   EBITDA / Finance costs - net		5.1		4.0
   Net financial debt/ EBITDA		0.6		0.5
   ROCE	(9)	6.1%		8.3%
   Operational data
   N. of employees at end-period		1,826		1,808
   Avarage number of employees	(10)	1,822		1,797
   Earnings per share (euro)
   - Basic		0.41		0.44		-7%
   - Diluted		0.41		0.43		-5%

   (1) EBITDA is equal to the operating profit (EBIT) gross of amortisation, depreciation and write-downs.

   (2) Sum of consolidated net income and amortisation/depreciation.

   (3) Sum of current assets, non-current assets held for sale and current liabilities, gross of net short-term financial liabilities.

   (4) Sum of trade receivables, inventory and trade payables.

   (5) Equal to non-current assets net of non-current derivative financial assets.

   (6) Equal to capital employed as of period end, calculated as the sum of net working capital plus fixed assets net of non-current non-financial liabilities.

   (7) Equal to net equity less goodwill and intangible assets.

   (8) Sum of financial payables, financial liabilities for leasing, cash and cash equivalents, derivative assets and liabilities and financial receivables.

   (9) Calculated as the ratio of (i) EBIT, net of non-recurring items, the effects of IFRS 16 and taxes calculated at the effective tax rate of the latest issued consolidated financial statements, to (ii) average invested capital (calculated as the sum of net working capital and fixed capital) at the closing date of the period under review and the four preceding quarters.

   (10) Calculated as the average of opening balance and closing balance of consolidated companies.

4. ‌Share performance

The ordinary shares of Esprinet S.p.A. (ticker: PRT.MI) have been listed on the STAR Milan (Euronext STAR Milan) segment of the EXM (Euronext Milan) market of the Italian Stock Exchange since 27 July 2001.

The graph below illustrates the share performance from 1 January to 31 December 2025:

7.00

6.00

5.00

4.00

3.00

2.00

1.00

3.54

6.34

6.18

0.00

31/01/2025 28/02/2025 31/03/2025 30/04/2025 31/05/2025 30/06/2025 31/07/2025 31/08/2025 30/09/2025 31/10/2025 30/11/2025 31/12/2025

Highest price Lowest price Closing price

The Esprinet share closed 2025 at an official price of 6.18 euro, +43.06% up compared to the closing price on 31 December 2024 (4.32 euro).

Compared with a placement price of 1.4 euro per share in July 2001, taking into account the 1:10 share split-up effected during 2005, there is a share appreciation of +341%, which does not take into account dividends distributed and the related reinvestment.

During the year, the share recorded a minimum price of 3.54 euro in June and then started an upward trend, reaching a maximum of 6.34 euro on 22 December 2025.

The average price for the year was 4.92 euro.

The average daily volumes traded in 2025 were 237,091 (+40%) compared to average daily volumes 1 traded in 2024 equal to 169,807. The highest volume peak was 1,877,545 shares traded on 11 September 2025, and the same month saw the highest average daily volume traded of 433,856 shares.

On 10 March 2026, the Esprinet share price was 5.79 euro (-6.7% compared to the closing price). Average daily trading up to the same date was 177,338 shares per day.

1 simple arithmetic mean (source: Intesa Sanpaolo)

‌CORPORATE GOVERNANCE

1. Company Officers

   Board of Directors:

   (Mandate expiring with approval of the financial statements for the year ending 31 December 2026)

   Chairman	Maurizio Rota
   Deputy Chairman	Marco Monti
   Chief Executive Officer	Alessandro Cattani	(CSC)
   Director	Luigi Monti
   Director	Riccardo Rota
   Director	Angela Maria Cossellu	(InD) (RCN)
   Director	Angelo Miglietta	(InD) (CRC) (RNC)
   Director	Emanuela Teresa Basso Petrino	(InD) (CSC)
   Director	Emanuela Prandelli	(InD) (CSC)
   Director	Renata Maria Ricotti	(InD) (CRC) (RNC)
   Director	Angela Sanarico	(InD) (CRC)
   Secretary	Manfredi Vianini Tolomei	Studio Chiomenti
   Key:
   InD: Independent Director CRC: Member of the Control and Risks Committee RNC: Member of the Remuneration and Nomination Committee CSC: Member of the Competitiveness and Sustainability Committee

   Board of Statutory Auditors:

   (Mandate expiring with approval of the financial statements for the year ending 31 December 2026)

   Chairman Silvia Muzi

   Permanent Auditor Maurizio Dallocchio

   Permanent Auditor Riccardo Garbagnati

   Alternate Auditor Ilaria Verani

   Alternate Auditor Vieri Chimenti

   Independent Auditors:

   (Mandate expiring with approval of the financial statements for the year ending 31 December 2027)

   PricewaterhouseCoopers S.p.A.

2. Waiver of obligation to provide information on extraordinary transactions

Pursuant to Art. 70, paragraph 8, and Art. 71, paragraph 1-bis, of the Issuers' Regulation issued by CONSOB, on 21 December 2012 the Board of Directors of Esprinet S.p.A. resolved to make use of the right to waive the obligation to publish the information documents stipulated for significant transactions relating to mergers, demergers, increases in capital by the contribution of goods in kind, acquisitions and transfers.

‌ACTIVITIES AND STRUCTURE OF THE ESPRINET GROUP

1. Description of the activities

   Esprinet S.p.A. (hereinafter also "Esprinet" or the "Parent Company") and its subsidiaries (collectively the "Esprinet Group" or the "Group") operate in Italy, Spain and Portugal.

   The Group is active in the business-to-business (B2B) distribution of Information Technology (IT) and consumer electronics, and is today the largest distributor in Southern Europe. In 2024, the Esprinet Group, through its subsidiary Zeliatech, significantly increased the distribution of green transition technologies.

   Its main markets in geographical terms are Italy and the Iberian peninsula.

   The main activity is the wholesale distribution of IT products (hardware, software and services) and consumer electronics, aimed at retailers oriented towards both 'consumer' and 'business' end-users. The range of products marketed includes 850 brands from leading technology manufacturers ('vendors'), including to name the world's leading manufacturers HP, Apple, Samsung, Asus, Lenovo, Dell, Microsoft, Acer, Epson.

   This is complemented by the distribution of own-brand products made by third parties to order: NILOX, a brand under which electric mobility products, sports entertainment and PC accessories are made; CELLY, a brand under which mobile phone accessories are made; MUITOMAS, a brand under which home, beauty, travel and utility items are made.

   In addition to providing traditional wholesaling services (bulk breaking and credit), Esprinet fulfils the role of enabler of the technological eco-system. The Group offers, for example, a turnkey e-commerce platform to hundreds of resellers, in-shop management for thousands of retail sales points, and specialised payment and financing solutions for the resellers community, by also offering the generation of demand by end users and big data analysis to the main technology manufacturers and resellers which outsource marketing activities increasingly more frequently.

   The Group, in order to accompany companies and the public sector on their digitalisation journey, also acts as the market's reference distributor of value-added solutions, thanks to a wide range of technologies offered

   on-prem and as-a-service. Cloud services, collaboration and cybersecurity software, video conferencing systems, advanced IT infrastructure, are areas that will fuel further future sales growth for the industry and offer opportunities for margin expansion, thanks in part to the momentum of strong innovation related to Artificial Intelligence, which is opening up significant opportunities for services that will help companies invest in technology as an enabler of cost efficiency

   The ICT market presents interesting long-term growth prospects also because it is witnessing the continuous conquest of adjacencies: energy efficiency and renewable energies, electric mobility are examples. Faced with the new challenges of the Digital Transformation and Green Transition, the Group, through Zeliatech, is the player ready to interpret this future, supporting its partners in this path, thanks to a team of specialised resources and a portfolio of innovative products and solutions capable of facilitating the generation of renewable energy (photovoltaics), sustainable mobility (e-mobility charging solutions), energy efficiency in buildings (Smart Building) and Data Centres (Data Centre Facility).

   The 'sales by product family and customer type' section provides a more detailed description of the main product categories marketed.

   The customer base served in the two territories is composite, being made up of the different types of IT resellers present in the Italian and Iberian markets: from value-added resellers (VAR) to system integrators/corporate resellers, from dealers to shops (independent and/or affiliated), from generalist and/or specialised retailers to sub-distributors.

   Professional clients served in the B2B area in 2025 totalled approximately 34,000, of which approximately 22,000 were in Italy and approximately 12,000 in the Iberian Peninsula.

   Logistics activities are carried out at the main logistics centres at Cambiago (MI), Cavenago (MB), Tortona (AL) and Zaragoza (Spain) all leased premises, totalling about 221,000 sqm (about 174,000 sqm in Italy and 47,000 sqm in Spain).

2. ‌Group Structure

The chart below illustrates the structure of the Esprinet Group as at 31 December 2025:

Esprinet S.p.A.

IT & CE Distributor (Italy)

100%

100%

100%

100%

100%

100%

100%

100%

100%

Esprinet Iberica S.L.U.

IT & CE Distributor (Spain)

V-Valley S.r.l. Value-Added Distributor (Italy)

Zeliatech S.r.l. Technology Green Distributor (Italy)

Vamat B.V. Technology Green Distributor (Netherlands)

Bludis S.r.l. Value-Added Distributor (Italy)

Celly Pacif Ltd Dacom S.p.A. idMAINT S.r.l. Sifar Group S.r.l.

Accessories Company AIDC Distributor Maintenance Service (Italy) (Hong Kong) (Italy, Spain, France & Technical Support

& Germany) on Auto-ID products

Provider (Italy, France & Germany)

95%

100%

100%

100%

100%

5%

Esprinet Portugal Lda

IT & CE Distributor (Portugal)

V-Valley Advanced Solutions España, S.A. (1) Software & Cloud Solutions Distributor (Spain, Portugal & Africa)

Vamat Ltd Technology Green Distributor (Ireland)

ERREDI

Deutschland GmbH

(Germany)

ERREDI

France SARL

(France)

100%

100%

100%

100%

V-Valley Advanced Solutions Lda (Portugal)

V-Valley Africa Sarlau (Marocco)

Óptima Logistics S.L.U. (Spain)

Lidera Network S.L.U. (Spain)

(1) 100% of which 9,58% of own shares owned by V-Valley Advanced Solutions España, S.A.

From a legal standpoint, the parent company Esprinet S.p.A. was founded in September 2000 following the merger of two leading Italian distributors at the time, Comprel S.p.A. and Celomax S.p.A.

The Esprinet Group later assumed its current composition as a result of the carve-out of micro-electronic components from the parent company and of various business combinations and establishment of new companies.

This report will refer to the 'Italian Subgroup' and the 'Iberian Subgroup'.

At period end, the Italian Subgroup includes not only the parent company Esprinet S.p.A., but also the companies it directly controls: Bludis S.r.l., Dacom S.p.A., idMAINT S.r.l., Sifar Group S.r.l., V-Valley S.r.l., Zeliatech S.r.l., Vamat BV, the wholly owned subsidiary Vamat Ltd (both acquired on 1 October 2025), and Celly Pacific LTD.

For the purposes of the representation under the Italian Subgroup, the subsidiary idMAINT S.r.l. is also understood to include its wholly-owned subsidiaries Erredi Deutschland GmbH, Erredi France SARL, (collectively the "idMAINT Group"), merely companies for procuring sales in service of Dacom S.p.A.

At the same date, the Iberian Subgroup is instead made up of the Spanish operating sub-holding Esprinet Iberica S.L.U. and its subsidiaries Esprinet Portugal Lda and V-Valley Advanced Solutions España, S.A (formerly GTI Software Y Networking S.A.). For the purposes of representation within the Iberian Subgroup, the subsidiary V-Valley Advanced Solutions España, S.A. is understood to also include its wholly-owned subsidiaries V-Valley Advanced Solutions Portugal Unipessoal Lda, V-Valley Africa SARLAU (formerly GTI Software & Networking SARLAU), Optima Logistics S.L.U. and Lidera Network S.L., acquired on 1 August 2023.

Esprinet S.p.A. has its legal and administrative headquarters in Vimercate, Italy (Monza and Brianza) and has its own logistic sites in Cambiago (Milan), Cavenago (Monza and Brianza) and Tortona (Alessandria).

Esprinet S.p.A. uses Intesa Sanpaolo S.p.A. for specialist activities.

Italian Subgroup

Bludis S.r.l.

Acquired in November 2022, wholly-owned by Esprinet S.p.A., with operational headquarters in Rome, Bludis S.r.l. is an Italian company active in the distribution of software solutions in the Communication, Cybersecurity and IT Management areas, working mainly with innovative and emerging Vendors.

Celly Pacific LTD

Acquired on 12 May 2014 and previously held by Celly S.p.A., merged by incorporation into Esprinet S.p.A. in 2021, Celly Pacific LTD is a Chinese company, wholly-owned by Esprinet S.p.A., specialised in the design, production and distribution of accessories for mobile telephony. The Company, which ceased operations and was struck off the Hong Kong Companies Register on 6 February 2026, was inactive at 31 December 2025.

Dacom S.p.A.

Acquired on 22 January 2021, wholly-owned by Esprinet S.p.A., Dacom S.p.A. is an Italian company active since the 1980s in the specialised distribution of products and solutions for Automatic Identification and Data Capture (AIDC).

As of 1 March 2026, its activities have been managed by the subsidiary V-Valley

S.r.l. with a view to a merger by incorporation into V-Valley S.r.l. during 2026.

idMAINT S.r.l. and its subsidiaries

Acquired on 22 January 2021, wholly-owned by Esprinet S.p.A., idMAINT

S.r.l. is an Italian company specialised since 2012 in pre- and post-sales maintenance and technical support services on Auto-ID products.

idMAINT S.r.l. holds the entire share capital of the German subsidiary Erredi Deutschland GmbH and of the French subsidiary Erredi France SARL., companies inactive since 2024 as for disposal.

Sifar Group S.r.l.

Acquired on 2 August 2023, wholly-owned by Esprinet S.p.A., Sifar Group

S.r.l. is an Italian company active since 2012 in the B2B distribution of spare parts, components and accessories for mobile phone and tablet products.

V-Valley S.r.l.

Established on 8 June 2010 with the company name Master Team S.r.l., then changed in September of the same year to V-Valley S.r.l., wholly-ow-ned by Esprinet S.p.A., is an Italian company that has been operational since December 2010 in distribution activities, of "value" products (essentially servers, high-end storage and networking, virtualisation, cybersecurity, bar-code scanning). Until May 2024, the company acted as a sales agent for Esprinet S.p.A., while from 1 June 2024, following the transfer by the latter of the business unit called "Valore", which has as its object the B2B distribution of products and services relating to the Server and Storage, Networking, Enterprise Software and Cloud, and Cybersecurity product segments, it began operating as an independent company.

Zeliatech S.r.l.

Established on 6 September 2023, wholly-owned by Esprinet S.p.A., Zeliatech S.r.l. is an Italian company that became operational on 1 February 2024 following the transfer by Esprinet S.p.A. of a business unit active in the distribution of technologies aimed at the generation and distribution of electricity (including photovoltaic panels, inverters, cabling devices, charging stations for electric vehicles); instrumentation for the regulation of temperature and climate in homes, offices and industrial plants, also by means of electronic supports, such as heat pumps, condensers and thermostats; and video surveillance technologies and devices (including application software).

Vamat B.V. and its subsidiary Vamat Ltd

Vamat B.V., acquired on 1 October 2025 and wholly-owned by Esprinet S.p.A., is a Dutch company active since 2015 in the Benelux area in the B2B distribution of photovoltaic technologies and a Value Added Partner ('VAP') of Huawei. The Company wholly owns Vamat Ltd, an Irish company established in 2024 and active in the same business in Ireland.

Iberian Subgroup

Esprinet Iberica S.L.U.

Originally established by the Group as a vehicle for the Spanish acquisitions carried out between the end of 2005 and the end of 2006, as a result of the various business combinations and mergers that took place over the years (including, in September 2022, the incorporation of Vinzeo Tecnologies S.A.U., already fully acquired on 1 July 2016, distributor of Apple products since 2009 and holder at the merger date of important distribution contracts in the field of volume ICT), Esprinet Iberica S.L.U. represents the market leader in the distribution of Information Technology and Consumer Electronics. The Spanish company has headquarters, offices and warehouses in Zaragoza, only about 300 km from all the main cities in Spain, and peripheral offices in Madrid, Barcelona and Bilbao, which together account for more than 80% of Spain's IT consumption.

Esprinet Portugal Lda

Established on 29 April 2015, 5% owned by Esprinet S.p.A. and 95% owned by Esprinet Iberica S.L.U., Esprinet Portugal Lda is a Portuguese company

active in the distribution of PC, peripheral and consumer electronics products in Portugal, activity carried out by Esprinet Iberica S.L.U. up to that date.

V-Valley Advanced Solutions España, S.A. and its subsidiaries

Acquired by Esprinet Iberica S.L.U. on 1 October 2020, under the name of GTI Software Y Networking S.A. (renamed V-Valley Advanced Solutions España,

S.A. on 1 October 2021, on occasion of the merger by incorporation of V-Valley Iberian S.L.U., also wholly-owned by Esprinet Iberica S.L.U., which followed the previous merger by incorporation on 31 March 2021 of the wholly-owned subsidiary DIODE España S.A.U.), the Spanish company, wholly-owned by Esprinet Iberica S.L.U., it is the leading distributor in Spain of software and "cloud" solutions to Value-Added Resellers and System Integrators.

V-Valley Advanced Solutions España, S.A. wholly owns the Spanish subsidiaries Optima Logistics S.L.U. and Lidera Network S.L., the Portuguese subsidiary V-Valley Advanced Solutions Portugal Unipessoal Lda (formerly Getix Companhia de Distribuição de Software Unipessoal Lda) and the Moroccan subsidiary V-Valley Africa SARLAU (formerly GTI Software & Networking SARLAU).

‌STRUCTURE AND TARGET MARKET TRENDS

B2B distribution of IT and consumer electronics

THE IT DISTRIBUTION CHAIN

Generally speaking, IT and electronic products are distributed in two different ways: direct (Direct Channel) and indirect (Tier 1 and Tier 2).

The former enables producers to directly reach the end consumer of technology, while the latter involve the use of first-level intermediaries, or 're-sellers', and second level intermediaries, the 'distributors'. Very briefly the subjects making up the distribution chain are:

• "vendors": producers of Information Technology technologies and/or products operating under their own brand;

• "distributors": operators providing logistics, storage, credit and marketing services. In turn, distributors can be classified into:

  1. wide-range' distributors, identified by their wide range and high turnover volumes;

  2. 'specialised' distributors, which are the reference point for specific technologies and disciplines, such as intermediate systems, networking, the internet and advisory, training and support services.

• "resellers": operators of heterogeneous size, profitability and organisational structures, business models and type of end-user approach.

  In general, a distinction is made between the following categories of resellers:

• 'Professional Resellers': VAR (Value Added Resellers), Corporate Resellers, System Integrators, Dealers;

• 'Specialised Resellers': Telco Specialists, Photo Shops, Videogame Specialists, Furniture Specialists;

• 'Retailers & E-tailers': GDO/GDS (Large Organised/Specialised Distribution), Online Shops.

  The individual sectors of the business model described above can be further defined in two different ways:

  1. the 'addressed' market, which is the total volume of IT product sales made by distributors or effectively passing through the 'indirect channel' (that is, the sales flow that does not pass directly from the producer to the retailer or from the producer to the IT end-user);

  2. the 'addressable' market, which is the volume of IT product sales, which can be made by distributors or effectively moved through the 'indirect channel' (with the sole exclusion of hardware equipment such as mainframes or application software such as ERP etc., which by their very nature cannot be intercepted by distributors).

  It follows that the size of the sector must therefore be considered by analysing:

• IT demand (end-user consumption);

• the size of the distribution sector (that is the actual value of the sales effected by distributors or the value of the sales that can be guided by distributors according to the intrinsic nature of the products themselves).

The chart below illustrates the typical IT products distribution chain:

1ST TIER

2ND TIER

Vendors

IT Clients • Advanced Solutions • Consumer Electronics

Direct Channel

Professional Resellers • Specialized • Retailers & E-tailers

Individuals

Small Medium Business

Govt • Large Corporations

Europe

The distribution segment in Europe, measured by the British research company Context (January 2026) through a panel of distributors largely representative of the general trend, recorded sales of approximately 95.4 billion euro in 2025, an increase (+5.3%) compared to 89.1 billion euro in 2024. In particular, the trend by quarter highlights the following: +5.0% Q1 2025 vs Q1 2024, +5.5% Q2 2025 vs Q2 2024, +3.8% Q3 2025 vs Q3 2024, +6.2% Q4

2025 vs Q4 2024.

Germany, remaining the leading market with a turnover of 18.3 billion euro, recorded an increase of 3.3%. Among the German-speaking countries, Switzerland also saw a rise (+7.2%); only Austria showed a negative sign (-1.1%).

The market consisting of the UK and Ireland, the second largest with sales of

15.3 billion euro, was up +1.7%.

In Italy, turnover was almost in line with last year (-0.4%) and stood at 9.3 billion euro, maintaining its weight in the panel of European countries almost unchanged at 10%.

France, with an increase of +2.5%, brought sales to 8.7 billion euro.

The Iberian Peninsula recorded double-digit growth, driven by both the strong performance of the Spanish market (+15.1% with sales of 8.2 billion euro) and the contribution of Portugal, which, compared to 2024, recorded an increase of +10.6% (sales of almost 2.0 billion euro).

Among the Western European countries, the Netherlands and Belgium also saw their markets expand, recording growth of 4.6% and 4.9% respectively.

Among the Eastern European countries, Poland performed very well (+10.6%), with sales rising to 6.6 billion euro.

The Czech Republic (+6.3%) and Slovakia (+27.2%) also recorded significant growth rates; Hungary, on the other hand, experienced a decline (-1.1%).

In the Nordic countries, all markets delivered strong results: Sweden +9.5%, Denmark +11.1%, Finland +12.2% and Norway +15.9%.

Finally, the Baltic Countries, with +19.0% over 2024, brought turnover to exceed 1 billion euro.

The following table summarises the distribution trend in each country in 2024 and 2025 (values are in billion euro), the development in the last two quarters, in the second half of the year and in 2025 as a whole, compared with the same periods in the previous year:

Source: Context, January 2026.

Italy

IT, electronics consumption and distribution sector

In 2025, the Italian Information & Communication Technology ("ICT") market 2, measured through IDC data (February 2026), which monitors the purchases of end users in different European countries, recorded +4.7%, going from 29.5 billion euro to 30.9 billion euro of sales.

Going into the details of the product categories, among the devices, 'PCs' showed a decrease (-10.2%), with sales in 2025 amounting to 2.9 billion euro. This result was due to the negative performance of both 'Portable PCs', whose turnover went from 2.4 billion euro to 2.1 billion euro (-11.8%), and 'Desktop PCs', whose sales decreased to 749 million euro (-5.2%). On the other hand, the "Tablets" segment, with a market in 2025 at 882 million euro, recorded an increase of 5.5%.

"Mobile Phones", with a downward performance compared to the previous year (-2.8%), amounted to 6.9 billion euro.

In the peripherals category, the "Hardcopy" segment showed a 7.2% drop

in turnover, while "PC Monitors" with performance of -10.4%, brought the market to 339 million euro.

In the Infrastructure area, "Servers" decreased their scope (-7.6%) with sales at 762 million euro, while "Storage" recorded a decrease of -1.6% reaching 362 million euro.

Spending in the "IaaS" category increased significantly: +21.3% from about

1.6 billion euro in 2024 to 2.1 billion euro in 2025. The "Network Equipment" category also recorded an increase of 7.1% (995 million euro).

In the "Software" area 3, finally, with an increase of 17.4%, the market reached 9.8 billion euro.

In this context, in 2025, the Italian distribution market (source: Context, January 2026) showed a trend almost in line with the previous year (-0.4%). Analysing the trend by semester, the first recorded a +0.6%, while the second showed a slowdown (-1.1%) compared to the same period of the previous year (-1.8% Q3 2025 vs Q3 2024 and -0.6% Q4 2025 vs Q4 2024).

According to Context data, the Esprinet Group reconfirms its position as the leading distributor in the market, with a growing share compared to 2024.

2 Excluding the IT Services segment. The following markets are therefore monitored: Hardware (Devices & Infrastructure) and Sokware.

3 Considering the System Infrastructure Sokware and Application Development & Deployment segments.

Spain

IT, electronics consumption and distribution sector

In 2025, the Spanish Information & Communication Technology ("ICT") market measured through IDC data (February 2026), which monitors the purchases of end users in different European countries, recorded growth of 7.3%, going from 21.0 billion euro to 22.6 billion euro of sales.

In Spain, 'PCs' recorded an increase in turnover (+5.6%), with sales rising from 3.0 billion euro in 2024 to 3.2 billion euro in 2025. It should be noted that both "Portable PCs" (+3.7% from 2.4 billion euro to 2.6 billion euro) and "Desktop PCs", which grew by 15.5%, contributed to this result.

The "Tablets" segment, with a turnover of 788 million euro in 2025, was also positive with +1.0%.

The mobile phone market, worth 5.2 billion euro, showed a slightly higher performance than the previous year (+0.8%).

Among peripherals, the "Hardcopy" segment ended 2025 in negative: -3.2%; "PC Monitors" also decreased (-11.1%).

In the Infrastructure area, "Servers" recorded growth of 13.4%, bringing the market to 438 million euro, while "Storage" was more or less in line with 2024 (-0.5%), with the market reaching 264 million euro. In Spain, spending in the "IaaS" category also jumped significantly (+22.5%, passing from 1.1 billion euro to 1.3 billion euro). The "Network Equipment" category also performed positively, reaching 911 million euro with a 13.8% increase.

In the "Software" area, the increase of 17.7% brought turnover to 6.0 billion euro.

In this scenario, in 2025, the Spanish distribution market (source: Context, January 2026) has grown significantly (+15.1%) compared to 2024 and the Esprinet Group has slightly reduced its market share.

Portugal

IT, electronics consumption and distribution sector

In 2025, the Portuguese Information & Communication Technology ("ICT") market measured through IDC data (February 2026), which monitors the purchases of end users in different European countries, recorded a decrease of 7.6%, settling at 4.3 billion euro.

Among devices, "PCs" recorded an increase of 10.2%, with sales up in 2025 to 656 million euro. In the Portuguese market, this increase is attributable to both "Portable PCs" (+8.4%) and "Desktop PCs" (+23.1%). "Tablets" also closed on a positive note: +10.3%.

The "Mobile Phones" market reached a turnover of about 1.1 billion euro, up compared to the previous year (+5.2%).

Among peripherals, the "Hardcopy" segment ended 2025 in negative:

-10.0%; while "PC Monitors" slightly increased with +1.3%.

In the Infrastructure area, 2025 saw the following performance: the "Ser-vers" market decreased by 3.7%, the "Storage" market decreased by 1.1%, the "IaaS" segment rose by 23.2% and the "Network Equipment" category recorded -3.6%.

As in Italy and Spain, the "Software" area bounced (+17.7%) reaching a turnover of 1.1 billion euro.

In 2025, the Portuguese distribution market (source: Context, January 2026) grew by 10.6% compared to 2024 and the Esprinet Group's market share increased.

‌GROUP AND ESPRINET S.P.A. ECONOMIC AND FINANCIAL RESULTS

Please note that the economic and financial results and those of the relative period of comparison have been drawn up according to IFRS.

1. Income trend

   1. ESPRINET GROUP' S FINANCIAL HIGHLIGHTS

      The Group's financial highlights as at 31 December 2025 are hereby summarised:

      (€/000)	2025	2024	% Var.
      Sales from contracts with customers	4,292,050	4,141,562	4%
      Cost of goods sold excl. factoring/securitisation	4,042,302	3,894,917	4%
      Financial cost of factoring/securisation (1)	12,590	17,046	-26%
      Gross Profit (2)	237,158	229,599	3%
      Gross Profit %	5.53%	5.54%
      Personnel costs	99,609	96,346	3%
      Other operating costs	67,812	63,726	6%
      EBITDA adjusted (3)	69,737	69,527	0%
      EBITDA adjusted %	1.62%	1.68%
      Depreciation and amortisation	8,996	9,344	-4%
      IFRS 16 Right of Use depreciation	15,488	13,957	11%
      Goodwill impairment	-	- n/s
      EBIT adjusted (3)	45,253	46,226	-2%
      EBIT adjusted %	1.05%	1.12%
      Non recurring costs (4)	-	- n/s
      EBIT	45,253	46,226	-2%
      EBIT %	1.05%	1.12%
      IFRS 16 interest expenses on leases	4,607	3,876	19%
      Other financial (income) expenses	10,786	10,705	1%
      Foreign exchange (gains) losses	(1,701)	2,779	>100%
      Result before income taxes	31,561	28,866	9%
      Income taxes	11,388	7,345	55%
      Net result	20,173	21,521	-6%
      - of which attributable to non-controlling interests	-	- n/s
      - of which attributable to the Group	20,173	21,521	-6%

      (1) Cash discounts for 'non-recourse' advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.

      (2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.

      (3) Adjusted given gross of non-recurring items.

      Sales from contracts with customers amounted to 4,292.1 million euro and show an improvement of +4% compared to 4,141.6 million euro realised in 2024.

      The gross trading margin amounted to 237.2 million euro, marking a +3% compared to the 229.6 million euro recorded in 2024. This improvement is attributable to the increase in sales, while the percentage margin remained broadly stable (5.53% for the year, compared to 5.54% in the previous year).

      Adjusted EBITDA, equivalent to EBITDA, amounted to 69.7 million euro, a slight increase compared to 69.5 million euro in 2024. The incidence on sales stands at 1.62% compared to 1.68% in 2024 and reflects the slight increase in the weight of operating costs (from 3.87% in 2024 to 3.90% at 31 December 2025).

      Adjusted EBIT, equal to EBIT, amounted to 45.3 million euro, showing a de-

      crease of -2% compared to the previous year. The change from Adjusted EBITDA is primarily due to the amortisation of the right of use of the new logistics site in Tortona from August 2024. The incidence on sales amounted to 1.05% from 1.12% in the previous period.

      EBIT, coinciding with Adjusted EBIT and positive at 45.3 million euro, compares to a positive result of 46.2 million euro in 2024.

      The pre-tax result amounts to 31.6 million euro and shows an improvement of +9% compared to the 28.9 million euro of the previous financial year.

      The Net result is positive for 20.2 million euro (21.5 million euro in 2024).

      The Group's main financial and equity position as at 31 December 2025 are hereby summarised

      (euro/000)	31/12/2025	31/12/2024
      Fixed assets	293,492	290,884
      Operating net working capital	139,568	135,209
      Other current assets/liabilities	28,471	31,891
      Other non-current assets/liabilities	(28,253)	(32,499)
      Total uses	433,278	425,485
      Short-term financial liabilities	68,397	87,799
      Lease liabilities	14,146	12,633
      Financial assets held for trading	(213)	(103)
      Financial receivables from factoring companies	(585)	(133)
      Current debts for investments in subsidiaries	6,000	-
      Other current financial receivables	(8,834)	(10,154)
      Cash and cash equivalents	(230,562)	(216,250)
      Net current financial debt	(151,651)	(126,208)
      Borrowings	74,911	30,762
      Lease liabilities	120,548	131,084
      Non - current debts for investments in subsidiaries	-	600
      Net financial debt (A)	43,808	36,238
      Net equity (B)	389,470	389,247
      Total sources of funds (C=A+B)	433,278	425,485

      Net invested capital as at 31 December 2025 amounted to 433.3 million euro and was financed by:

      • net equity amounting to 389.5 million euro (389.2 million euro as at 31 December 2024);

      • negative net financial position of 43.8 million euro, a significant impro-

      vement compared to 30 September 2025 (negative by 287.2 million euro) but a slight decrease compared to 31 December 2024 (negative by 36.2 million euro).

      The change in the net financial position compared to 30 September 2025 is attributable to the usual lower absorption of net working capital at the peak of the business seasonality. The change compared to 31 December 2024 is mainly due to the deferred price envisaged for the business combinations completed in the last quarter of 2025, which is almost offset by the changes in other operating financial items. It is always considered that the value of the

      exact net financial position as at 31 December 2025 is influenced by technical factors like the seasonality of the business, the trend in 'non-recourse' assignments of trade receivables (factoring, confirming and securitisation) and the trend in the behavioural models of customers and suppliers in the different periods of the year. Therefore, it is not representative of the average levels of net financial indebtedness noted during the period. The aforementioned factoring and securitisation programmes, which define the complete transfer of risks and benefits to the assignees and therefore involve the derecognition of receivables from the statement of financial position assets in compliance with IFRS 9, determine an overall effect on the level of consolidated net financial payables as at 31 December 2025 of 488.7 million euro (429.6 million euro as at 31 December 2024).

      Net equity totaled 389.5 million euro compared to 389.2 million euro as at 31 December 2024.

      Equity and financial indicators confirm the strength of the Group.

   2. FINANCIAL HIGHLIGHTS BY GEOGRAPHICAL AREA

      1. Italian Subgroup 4

         The Italian Subgroup's financial highlights as at 31 December 2025 are hereby summarised:

         (€/000)	2025	2024	% Var.
         Sales from contracts with customers	2,642,739	2,652,584	-0%
         Cost of goods sold excl. factoring/securitisation	2,487,619	2,492,635	-0%
         Financial cost of factoring/securisation(1)	7,780	11,697	-33%
         Gross Profit(2)	147,340	148,252	-1%
         Gross Profit %	5.58%	5.59%
         Personnel costs	61,813	61,305	1%
         Other operating costs	51,728	50,033	3%
         EBITDA adjusted(3)	33,799	36,914	-8%
         EBITDA adjusted %	1.28%	1.39%
         Depreciation and amortisation	6,939	7,258	-4%
         IFRS 16 Right of Use depreciation	11,992	10,564	14%
         Goodwill impairment	-	- n/s
         EBIT adjusted(3)	14,868	19,092	-22%
         EBIT adjusted %	0.56%	0.72%
         Non recurring costs(4)	-	- n/s
         EBIT	14,868	19,092	-22%
         EBIT %	0.56%	0.72%

         (1) Cash discounts for 'non-recourse' advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.

         (2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.

         (3) Adjusted given gross of non-recurring items.

         Sales from contracts with customers amounted to 2,642.7 million euro, substantially in line with the 2,652.6 million euro achieved in 2024. The 2025 result includes the minimum contribution of 7.0 million euro from the subsidiaries Vamat B.V. and Vamat Ltd, acquired on 1 October 2025.

         Gross profit stood at 147.3 million euro, a slight decrease compared to the

         148.3 million euro recorded in the 2024 financial year. In percentage terms, the margin on sales was 5.58%, in line with 5.59% in the previous year.

         Adjusted EBITDA, equivalent to EBITDA, amounted to 33.8 million euro, down

         -8% compared to 36.9 million euro in 2024, reflecting a widespread increase

         in operating costs; as a percentage of sales, it stood at 1.28%, compared to 1.39% in 2024.

         Adjusted EBIT, equal to EBIT, amounted to 14.9 million euro, showing a decrease of -22% compared to the previous year. The change from Adjusted EBITDA is primarily due to the amortisation of the right of use of the new logistics site in Tortona from August 2024. The incidence on sales stood at 0.56% from 0.72% in 2024.

         EBIT, coinciding with Adjusted EBIT and positive at 14.9 million euro, compares to a positive result of 19.1 million euro in 2024.

         4 Includes Vamat B.V. and Vamat Ltd, acquired on 1 October 2025

         The Italian Subgroup's main financial and equity position as at 31 December 2025 are hereby summarised:

         (euro/000)	31/12/2025	31/12/2024
         Fixed assets	252,931	257,164
         Operating net working capital	81,568	80,389
         Other current assets/liabilities	44,292	51,346
         Other non-current assets/liabilities	(16,404)	(22,226)
         Total uses	362,387	366,673
         Short-term financial liabilities	49,998	72,908
         Lease liabilities	10,964	9,441
         Current debts for investments in subsidiaries	6,000	-
         Financial receivables from factoring companies	(585)	(133)
         Financial (assets)/liab. from/to Group companies	74,349	20,257
         Other current financial receivables	(8,834)	(10,154)
         Cash and cash equivalents	(128,724)	(90,973)
         Net current financial debt	3,168	1,346
         Borrowings	37,571	18,834
         Lease liabilities	107,083	115,934
         Non - current debts for investments in subsidiaries	-	600
         Net Financial debt (A)	147,822	136,714
         Net equity (B)	214,565	229,959
         Total sources of funds (C=A+B)	362,387	366,673

         The net financial position is negative by 147.8 million euro, slightly down compared to 31 December 2024 (negative by 136.7 million euro) but significantly improved compared to 30 September 2025 (negative by 306.0 million euro).

         The change in the net financial position compared to 30 September 2025 is attributable to the usual lower absorption of net working capital at the peak of the business seasonality. The change compared to 31 December 2024, on the other hand, is a consequence of the difference between the dividends distributed and the dividends approved by the Iberian sub-hol-ding company, which was partially offset by an improvement in total net invested capital despite the addition of the new companies Vamat B.V. and Vamat Ltd. to the Sub-group.

         The value of the exact net financial position as at 31 December 2025 is influenced by technical factors like the seasonality of the business, the trend in 'non-recourse' factoring of trade receivables (factoring, confirming and securitisation), and trends in the behaviour of customers and suppliers at different times of the year. Therefore, it is not representative of the average levels of net financial indebtedness noted during the period. The aforementioned programmes of factoring and securitisation of trade receivables, which define the complete transfer of risks and benefits to the assignees and therefore allow their derecognition from the statement of financial position assets, determine an overall effect on the level of consolidated net financial payables as at 31 December 2025 quantifiable in 256.7 million euro (252.8 million euro as at 31 December 2024).

      2. Iberian Subgroup

         The Iberian Subgroup's financial highlights as at 31 December 2025 are hereby summarised:

         (€/000)	2025	2024	% Var.
         Sales from contracts with customers	1,679,602	1,518,460	11%
         Cost of goods sold excl. factoring/securitisation	1,584,999	1,431,851	11%
         Financial cost of factoring/securisation(1)	4,811	5,350	-10%
         Gross Profit(2)	89,792	81,259	11%
         Gross Profit %	5.35%	5.35%
         Personnel costs	37,796	35,041	8%
         Other operating costs	16,544	14,192	17%
         EBITDA adjusted(3)	35,452	32,026	11%
         EBITDA adjusted %	2.11%	2.11%
         Depreciation and amortisation	1,607	1,590	1%
         IFRS 16 Right of Use depreciation	3,496	3,393	3%
         Goodwill impairment	-	- n/s
         EBIT adjusted(3)	30,349	27,043	12%
         EBIT adjusted %	1.81%	1.78%
         Non recurring costs(4)	-	- n/s
         EBIT	30,349	27,043	12%
         EBIT %	1.81%	1.78%

         (1) Cash discounts for 'non-recourse' advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.

         (2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.

         (3) Adjusted given gross of non-recurring items.

         Sales from contracts with customers amount to 1,679.6 million euro, an increase of +11% compared to 1,518.5 million euro realised in 2024.

         Gross profit stood at 89.8 million euro, an improvement of +11% compared to 81.3 million euro in the previous year, thanks to the increase in turnover, while the percentage margin remained stable at 5.35%.

         Adjusted EBITDA, equivalent to EBITDA, amounted to 35.5 million euro, up 11% compared to 32.0 million euro in 2024. The percentage incidence on sales stood at 2.11%, the same as in the previous year.

         Adjusted EBIT, equal to EBIT, amounted to 30.3 million euro, a 12% improvement compared to 2024, with the margin on sales rising to 1.81% from 1.78% in the previous period.

         EBIT, coinciding with Adjusted EBIT and positive at 30.3 million euro, compares to a positive result of 27.0 million euro in 2024.

         The Iberian Subgroup's main financial and equity position as at 31 December 2025 are hereby summarised:

         (euro/000)	31/12/2025	31/12/2024
         Fixed assets	115,159	108,318
         Operating net working capital	58,018	54,873
         Other current assets/liabilities	(15,819)	(19,453)
         Other non-current assets/liabilities	(11,854)	(10,288)
         Total uses	145,504	133,450
         Short-term financial liabilities	18,400	14,892
         Lease liabilities	3,182	3,192
         Financial assets held for trading	(213)	(103)
         Financial (assets)/liab. from/to Group companies	(74,349)	(20,257)
         Cash and cash equivalents	(101,838)	(125,277)
         Net current financial debt	(154,818)	(127,553)
         Borrowings	37,340	11,928
         Lease liabilities	13,465	15,150
         Net Financial debt (A)	(104,013)	(100,475)
         Net equity (B)	249,517	233,925
         Total sources of funds (C=A+B)	145,504	133,450

         The net financial position shows a liquidity surplus of 104.0 million euro, in line with the liquidity surplus of 100.5 million euro as at 31 December 2024 and an improvement, due to the usual lower absorption of net working capital at the peak of the business seasonality, compared to the liquidity surplus of 18.8 million euro as at 30 September 2025.

         The value of the exact net financial position as at 31 December 2025 is influenced by technical factors like the seasonality of the business, the trend in 'non-recourse' factoring of trade receivables (factoring, confirming and

         securitisation), and trends in the behaviour of customers and suppliers at different times of the year. Therefore, it is not representative of the average levels of net financial indebtedness noted during the period. The aforementioned programmes of factoring and securitisation of trade receivables, which define the complete transfer of risks and benefits to the assignees and therefore allow their derecognition from the statement of financial position assets, determine an overall effect on the level of consolidated net financial payables as at 31 December 2025 quantifiable in 232.0 million euro (176.8 million euro as at 31 December 2024).

         Esprinet S.p.A.

         The main economic, financial and equity position of the parent company Esprinet S.p.A. as at 31 December 2025 are hereby summarised:

         (€/000)	2025	2024	% Var.
         Sales from contracts with customers	2,092,225	2,315,855	-10%
         Cost of goods sold excl. factoring/securitisation	1,993,697	2,194,405	-9%
         Financial cost of factoring/securisation(1)	6,853	10,154	-33%
         Gross Profit(2)	91,675	111,296	-18%
         Gross Profit %	4.38%	4.81%
         Personnel costs	35,774	43,844	-18%
         Other operating costs	40,507	43,159	-6%
         EBITDA adjusted(3)	15,394	24,293	-37%
         EBITDA adjusted %	0.74%	1.05%
         Depreciation, amortisation, impairment	5,653	6,011	-6%
         IFRS 16 Right of Use depreciation	11,337	9,924	14%
         Goodwill impairment	-	- n/s
         EBIT adjusted(3)	(1,596)	8,358	<100%
         EBIT adjusted %	-0.08%	0.36%
         Non recurring costs(4)	-	- n/s
         EBIT	(1,596)	8,358	<100%
         EBIT %	-0.08%	0.36%
         IFRS 16 interest expenses on leases	4,008	3,213	25%
         Other financial (income) expenses	9,793	9,238	6%
         Foreign exchange (gains) losses	(828)	1,003	>100%
         Cost (income) from investments	(18,780)	11,197	>100%
         Result before income taxes	4,211	(16,293)	>100%
         Income taxes	(995)	(1,141)	-13%
         Net result	5,206	(15,152)	>100%

         (1) Cash discounts for 'non-recourse' advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.

         (2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.

         (3) Adjusted given gross of non-recurring items.

         Sales from contracts with customers amounted to 2,092.2 million euro, down by -10% from 2,315.9 million euro in 2024. This reduction was driven by the transfers, on 1 February and 1 June 2024 respectively, of the Green Tech business unit to Zeliatech S.r.l. and the Solutions business unit to V Valley S.r.l., both wholly-owned subsidiaries.

         The gross trading margin amounted to 91.7 million euro, a decrease of -18% compared to 111.3 million euro in 2024, with a percentage margin reduced to 4.38% in 2025 compared to 4.81% in the previous year. These changes are influenced by the aforementioned transfers of business units in 2024, which were characterised by higher margins.

         Adjusted EBITDA, equivalent to EBITDA and amounting to 15.4 million euro, down -37% compared to 24.3 million euro in 2024, represents 0.74% of sales,

         compared to 1.05% in 2024.

         The weight of operating costs, down 12% compared to the previous year,

         supported by the aforementioned transfers of business units of the previous year, fell to 3.65% compared to 3.76% in 2024.

         Adjusted EBIT, which coincides with EBIT as no non-recurring costs were recorded, was negative by 1.6 million euro compared to a positive result of 8.4 million euro achieved in the previous financial year. The greater decrease compared to the Adjusted EBITDA is due to higher amortisation and depreciation (the transferred business units did not include lease agreements or other durable assets), primarily as a result of the right to use the Tortona logistics site from August 2024.

         EBIT, coinciding with Adjusted EBIT and negative at 1.5 million euro, compares to a positive result of 8.4 million euro in 2024.

         The Pre-tax profit, positive at 4.2 million euro, compares with the negative result recorded in 2024 of -16.3 million euro and benefits from the recognition of dividends, approved by the subsidiaries, amounting to 20.2 million euro.

         The Net result is positive for 5.2 million euro (-15.2 million euro in 2024).

         The main financial and equity position of the parent company Esprinet S.p.A. as at 31 December 2025 are hereby summarised:

         (euro/000)	31/12/2025	31/12/2024
         Fixed assets	314,612	311,761
         Operating net working capital	2,531	(16,976)
         Other current assets/liabilities	45,543	58,190
         Other non-current assets/liabilities	(12,521)	(19,017)
         Total uses	350,165	333,958
         Short-term financial liabilities	42,634	69,809
         Lease liabilities	10,305	8,822
         Financial receivables from factoring companies	(105)	(133)
         Debts for investments in subsidiaries (current)	6,000	-
         Financial (assets)/liab. From/to Group companies	81,997	9,870
         Other current financial receivables	(8,834)	(10,154)
         Cash and cash equivalents	(107,042)	(74,671)
         Net current financial debt	24,955	3,543
         Borrowings	37,571	18,834
         Lease liabilities	105,338	113,983
         Debts for investments in subsidiaries (non-current)	-	600
         Net Financial debt (A)	167,864	136,960
         Net equity (B)	182,301	196,998
         Total sources of funds (C=A+B)	350,165	333,958

         The Net Financial Position was a negative 167.9 million euro and compares with a negative net financial position of 137.0 million euro as at 31 December 2024.

         The change is mainly due to the financial liability arising from the multi-year lease contract for the new Tortona warehouse. The value of the exact net financial position as at 31 December is influenced by technical factors like the seasonality of the business, the trend in 'non-recourse' factoring of trade receivables (factoring, confirming and securitisation) and trends in the behaviour of customers and suppliers at different times of the year. Therefore, it is

         not representative of the average levels of net financial indebtedness noted during the period. The aforementioned programmes of factoring and securitisation of trade receivables, which define the complete transfer of risks and benefits to the assignees and therefore allow their derecognition from the statement of financial position assets, determine an overall effect on the level of consolidated net financial payables as at 31 December quantifiable in 195.2 million euro (217.2 million euro as at 31 December 2024).

         Net equity totalled 182.3 million euro (197.0 million euro as at 31 December 2024).

   3. GROUP'S FINANCIAL HIGHLIGHTS PRE-IFRS 16

      The Group's main financial results are shown below using the adjusted figures according to IFRS 16, which was applied for the first time to the financial statements as at 31 December 2019:

      (€/000)	2025	2024	% Var.
      	Pre-IFRS16	Pre-IFRS16
      Sales from contracts with customers	4,292,050	4,141,562	4%
      Cost of goods sold excl. factoring/securitisation	4,042,302	3,894,917	4%
      Financial cost of factoring/securisation(1)	12,590	17,046	-26%
      Gross Profit(2)	237,158	229,599	3%
      Gross Profit %	5.53%	5.54%
      Personnel costs	99,609	96,346	3%
      Other operating costs	85,539	79,726	7%
      EBITDA adjusted(3)	52,010	53,527	-3%
      EBITDA adjusted %	1.21%	1.29%
      Depreciation and amortisation	8,996	9,344	-4%
      IFRS 16 Right of Use depreciation	-	- n/s
      Goodwill impairment	-	- n/s
      EBIT adjusted(3)	43,014	44,183	-3%
      EBIT adjusted %	1.00%	1.07%
      Non recurring costs(4)	-	- n/s
      EBIT	43,014	44,183	-3%
      EBIT %	1.00%	1.07%
      IFRS 16 interest expenses on leases	-	- n/s
      Other financial (income) expenses	10,786	10,705	1%
      Foreign exchange (gains) losses	(1,701)	2,779	>100%
      Result before income taxes	33,929	30,699	11%
      Income taxes	11,822	7,748	53%
      Net result	22,107	22,951	-4%
      - of which attributable to non-controlling interests	-	- n/s
      - of which attributable to the Group	22,107	22,951	-4%

      (1) Cash discounts for 'non-recourse' advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.

      (2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.

      (3) Adjusted given gross of non-recurring items.

      
      
      

      The Group's main financial and equity results are shown below using the adjusted figures following the application of IFRS 16:

      (€/000)	31/12/2025 Pre - IFRS 16	31/12/2024 Pre - IFRS 16
      Fixed assets	169,460	155,423
      Operating net working capital	138,088	133,762
      Other current assets/liabilities	28,722	32,509
      Other non-current assets/liabilities	(28,978)	(33,152)
      Total uses	307,292	288,542
      Short-term financial liabilities	68,397	87,799
      Lease liabilities	-	-
      Financial assets held for trading	(213)	(103)
      Financial receivables from factoring companies	(585)	(133)
      Current debts for investments in subsidiaries	6,000	-
      Other financial receivables	(8,834)	(10,154)
      Cash and cash equivalents	(230,562)	(216,250)
      Net current financial debt	(165,797)	(138,841)
      Borrowings	74,911	30,762
      Lease liabilities	-	-
      Non-current debts for investments in subsidiaries	-	600
      Net Financial debt (A)	(90,886)	(107,479)
      Net equity (B)	398,178	396,021
      Total sources of funds (C=A+B)	307,292	288,542

2. ‌Operating net working capital

   The following tables show the turnover ratios and percentages of the components of working capital calculated with reference to the balance sheet values at the reporting date. Given the seasonal nature of the business and the variability of asset values even within individual months, these values and indices are not representative of the average values recorded in the same financial years:

   (euro/000)	31/12/2025			31/12/2024
   	Group	Italy	Iberica	Group	Italy	Iberica
   Trade receivables [a]	828,821	426,507	402,314	764,264	415,958	348,306
   Trade receivables net of VAT (1)	682,087	349,596	332,491	628,805	340,949	287,856
   Sales from contracts with customers (2)	4,292,050	2,612,448	1,679,602	4,141,562	2,623,102	1,518,460
   [A] Days Sales Outstanding - DSO (3)	58	49	72	55	47	69
   Inventory [b]	641,182	451,197	189,985	637,127	471,260	165,867
   [B] Days Sales of Inventory - DSI (4)	58	66	44	59	69	43
   Trade payables [c]	1,330,435	796,136	534,299	1,266,182	806,829	459,353
   Trade payables net of VAT (1)	1,094,140	652,570	441,569	1,040,966	661,335	379,631
   Cost of Sales	4,056,984	2,497,459	1,559,525	3,914,620	2,506,957	1,407,663
   Total SG&A (5)	67,812	51,728	16,084	63,726	50,034	13,692
   [C] Days Payable Outstanding - DPO (6)	97	93	102	96	94	97
   Operating net working capital [a+b-c]	139,568	81,568	58,000	135,209	80,389	54,820
   Cash conversion Cycle [A+B-C]	19	22	14	18	22	15
   Operating net working capital/Sales	3.3%	3.1%	3.5%	3.3%	3.1%	3.6%

   (1) Net of VAT measured by applying the ordinary rate of 22% for the Italian Subgroup and 21% for the Iberian Subgroup.

   (2) Amounts net of intercompany sales.

   (3) (Trade receivables net of VAT / Sales and services sales) * 365.

   (4) (Inventory / Cost of sales) * 365.

   (5) SG&A from restated income statement.

   (6) [Trade payables net of VAT/(Purchases + Costs of services and other Operating costs)] * 365.

   	31/12/2025	31/12/2024
   Trade receivables [a]	240,879	252,232
   Trade receivables net of VAT (1)	197,442	206,748
   Sales from contracts with customers (2)	1,995,178	2,143,018
   [A] Days Sales Outstanding - DSO (3)	36	35
   Inventory [b]	365,112	384,485
   [B] Days Sales of Inventory - DSI (4)	70	67
   Trade payables [c]	603,460	653,693
   Trade payables net of VAT (1)	494,639	535,814
   Cost of Sales (5)	1,895,503	2,095,440
   Total SG&A (6)	46,925	46,575
   [C] Days Payables Outstanding - DPO (7)	93	91
   Operating net working capital [a+b-c]	2,531	(16,976)
   Cash conversion Cycle [A+B-C]	13	11
   Operating net working capital / Sales	0.1%	-0.8%

   (euro/000)

   Esprinet S.p.A.

   (1) Net of VAT measured by applying the ordinary rate of 22%.

   (2) Net of intercompany sales amounting to 97.0 million euro (172.8 million euro in 2024) as per the table shown in the separate financial statements.

   (3) (Trade receivables net of VAT / Sales and services sales) * 365.

   (4) (Inventory / Cost of sales) * 365.

   (5) Net of intercompany costs amounting to 107.1 million euro (111.7 million euro in 2024) as per the table shown in the separate financial statements.

   (6) SG&A from reclassified income statement, the balance is represented net of intercompany costs and chargebacks for 6.4 million euro after chargebacks relative to personnel costs equal to 7.0 million euro (3.4 million euro after chargebacks relative to personnel costs equal to 3.6 million euro in 2024) as per the table shown in the separate financial statements.

   (7) [Trade payables net of VAT / (Purchases + Costs of services and other Operating costs)] * 365.

3. ‌Sales by product family and customer type

GROUP SALES BY CUSTOMER TYPE AND PRODUCT FAMILY

Sales by customer type

In 2025, the market in Southern Europe recorded growth of 8% in the Business Segment (IT Reseller) and 4% in the Consumer Segment (Retailer, E-tailer). On the other hand, the Group's sales showed the following trends: the Business Segment, at 3,191.7 million euro, increased by +7% (69% of total sales), while the Consumer Segment, at 1,425.3 million euro (31% of total sales), remained broadly in line with the previous year.

Sales by product family

Analysing the details by product family, sales recorded an increase of +7% in the IT Clients segment, in a market that improved by 5% as measured by the English research company Context. The PC category had the greatest impact: +11%.

The Consumer Electronics segment recorded a decrease of 7%, with only Household Appliances showing a positive trend: +4%. According to Context data, the Consumer Electronics market records a +3% decrease compared to the previous year.

In the Advanced Solutions segment, the Group registered sales of 1,387.7 million euro, +12% compared to 1,235.8 million euro in 2024, with a growth of 18% in Software, Services and Cloud, and with a just as significant +9% in Hardware (networking, storage, servers and other). Again according to the measurements of the English research company Context, the market shows a +10% increase; therefore, the Group increase its market share in this segment.

SALES OF ESPRINET S.P.A. BY CUSTOMER TYPE AND PRODUCT FAMILY

Sales by customer type

The Company's sales show a decrease of 8% in the Consumer Segment (824.9 million euro) and of 15% in the Business Segment (1,177.8 million euro).

Sales by product family

The analysis of sales by product line shows growth in the IT Clients segment, with the following trends by category: PCs +3%, Printers and Consumables -1%, Other Products +2%.

The Consumer Electronics segment slowed compared to last year (-11%), while the Home Appliances segment grew by 4%.

In the Advanced Solutions segment, the Company recorded revenues of 161.4 million euro, -57% compared to 378.5 million euro in 2024. The decrease, both in Hardware and Software, Services and Cloud, was affected by the transfer, through business unit transfers on 1 February and 1 June 2024, respectively, of activities falling within this segment to the wholly-owned subsidiaries V-Valley S.r.l. and Zeliatech S.r.l.

‌SIGNIFICANT EVENTS OCCURRING IN THE PERIOD

The significant events that occurred during the period are briefly described as follows:

Annual Shareholders' Meeting of the parent company Esprinet S.p.A.

The Ordinary Shareholders' Meeting of Esprinet S.p.A. was held on 17 April 2025, which:

• approved the Financial Statements as at 31 December 2024 and resolved to cover the loss for the year, amounting to Euro 15,152,032.22, through the use of the Extraordinary Reserve;

• having examined the Consolidated Financial Statements as at 31 Decem-

  ber 2024 and the Consolidated Sustainability Reporting 2024 prepared in accordance with Legislative Decree 6 September 2024, no. 125;

• also resolved to distribute a dividend of Euro 0.40 gross of withholding

  taxes for each of the outstanding ordinary shares;

• resolved to approve, by means of a favourable and non-binding resolution, the second section of the Report on Remuneration under Art.123-ter, paragraph 6 of Legislative Decree 58/1998;

• authorised the purchase and disposal of own shares, for a period of 18 months from the date of the resolution, within the maximum limit of 2,520,870 ordinary shares of Esprinet S.p.A. without indication of face value and fully paid up, equal to 5% of the Company's share capital, subject to the revocation of the authorisation resolved upon by the Shareholders' Meeting of 20 April 2023;

• resolved to integrate the Board of Statutory Auditors pursuant to Art. 2401 of the Civil Code by appointing Mr. Riccardo Garbagnati, already Alternate Auditor, to the position of Standing Auditor and Ms Ilaria Verani to the position of Alternate Auditor.

  Renewal of the financial structure

  During 2025, as part of the consolidation and periodic renewal of the Group's committed financing sources, a number of financing transactions were finalised.

  On 29 August 2025, Esprinet S.p.A. signed a committed, three-year unsecured Revolving Credit Facility (RCF) with a pool of domestic and international banks for an amount of 167.0 million euro, intended to support the Group's working capital requirements and the development of its business. This facility fully replaces the previous three-year RCF entered into on 31 August 2022; the pool of financial institutions involved has remained unchanged. The financing, like the previous one, is governed by the usual clauses such as negative pledge, pari passu and similar provisions, and by the following financial covenant structure typical for this type of transaction:

• ratio of net financial position to EBITDA;

• ratio of extended net financial position to equity;

• ratio of EBITDA to net finance costs;

• absolute amount of gross financial position.

During the year, the Group also entered into multi-year, amortising, unsecured loan agreements with a principal value of 60.0 million euro from Esprinet

S.p.A. (40.0 million euro disbursed as at 31 December 2025) and 45.0 million euro from Esprinet Iberica S.L.U. (disbursed in full as at 31 December 2025).

Some of the financing agreements entered into are governed by the same financial covenant structure as the RCF and/or by clauses such as negative pledge, pari passu and similar provisions.

As at 31 December 2025 all covenants to which the aforementioned loans are subject, including the Revolving Credit Facility entered into on 29 August 2025, according to management estimates (as the same must be verified in the consolidated financial statements certified by the independent auditors), were respected.

Acquisition of the Vamat Group

On 1 October 2025, Esprinet S.p.A. acquired 100% of the share capital of Vamat B.V., a Dutch company active since 2015 in the Benelux area in the B2B distribution of photovoltaic technologies, and of its wholly-owned subsidiary Vamat Ltd, an Irish company established in 2024 and active in the same sector in its country of residence.

In the 2024 financial year, the Vamat Group generated consolidated sales of

46.5 million euro, with EBITDA of 2.7 million euro and shareholders' equity as at 31 December 2024 of 9.3 million euro.

The consideration for the transaction is an estimated maximum amount of

18.0 million euro, subject to the customary adjustment mechanisms linked on a residual basis to the company's receivables position, to be verified on predetermined dates up to a maximum of eighteen months from the transaction date. At the closing date, an amount of 12.6 million euro was paid in cash, using available financial resources.

Following the transaction, Vamat will be maintained as a separate legal entity within the Esprinet Group, ensuring business and management continuity.

Developments in tax disputes

On 14 May 2025, Esprinet S.p.A. received the ruling whereby the Court of Cassation upheld the counterclaim submitted by the Company on 8 January 2021, opposing an appeal by the Revenue Agency concerning the recovery of registration tax for an amount of 182 thousand euro, plus penalties and interest, regarding the dispute on the valuation of the business unit acquired on 8 June 2016 from the seller company Edslan S.p.A. (now I-Trading S.r.l.), subsequently merged by incorporation into Esprinet S.p.A. in 2018. The Revenue Agency was also ordered to reimburse the legal costs for the level of judgement, quantified at 6 thousand euro in favour of the Company.

‌SUBSEQUENT EVENTS

Relevant events occurred after period end are briefly described below:

Admission of Esprinet S.p.A. to the cooperative compliance scheme

On 8 January 2026, following an application submitted in December 2024, Esprinet S.p.A. was admitted to the cooperative compliance scheme of the Revenue Agency.

This admission forms part of the process of strengthening the Group's tax governance and its Tax Control Framework, in line with the Group's Tax Strategy and the relevant regulatory framework (Legislative Decree No. 128/2015 and Legislative Decree No. 221/2023).

The scheme provides for a model of preventive and structured dialogue with the Tax Authorities, aimed at proactively managing tax risk and reducing interpretative uncertainty. The Company will continue to strengthen its tax control system and update its compliance measures.

Lease of Dacom S.p.A. business and initiation of the merger process with V-Valley S.r.l.

On 18 February 2026, V-Valley S.r.l. and Dacom S.p.A. signed a business lease agreement covering the entire business owned by Dacom S.p.A.

Pursuant to this agreement, as of 1 March 2026, V-Valley S.r.l. will take over the management of the company, assuming full operational control.

This transaction forms part of the broader corporate integration project aimed at merging Dacom S.p.A. into V-Valley S.r.l. in 2026.

Activation of the succession plan for the Chief Executive Officer of Esprinet S.p.A. and the Group

On 11 March 2026, it was announced that, Mr. Alessandro Cattani, will step down as Chief Executive Officer of Esprinet S.p.A. and the Group as of the date of the Esprinet S.p.A. Shareholders' Meeting convened for 23 April 2026, after 25 years in the role.

His employment relationship and all positions held within Group companies will cease as of 30 April 2026.

The terms of the termination of relationships with Mr. Cattani are in accordance with the Esprinet Remuneration Policy, most recently approved by the Shareholders' Meeting on 17 April 2025, with the exception of the rights due under the Long-Term Incentive Plan for the 2024-2026 three-year period, which Mr. Cattani has waived.

Mr. Cattani will retain a shareholding in Axopa S.r.l., a company that holds 6,998,895 ordinary Esprinet shares. Mr. Cattani also directly holds 94,494 Esprinet ordinary shares.

As successor of Mr. Cattani, at the Shareholders' Meeting of Esprinet S.p.A. on 23 April 2026, a proposal will be made to appoint Giovanni Testa to the Board of Directors of Esprinet S.p.A. Mr. Testa has been the General Manager of the Esprinet Group since July 2020, has been an employee of the Group since 2001, and joined the Esprinet Leadership Team in November 2016, following his appointment as the Group's Business Operations Manager, with 5 sales departments reporting directly to him.

Mr. Testa will therefore be proposed as the new Chief Executive Officer of Esprinet S.p.A. and the Group.

‌BUSINESS OUTLOOK

Despite an initial scenario characterised by geopolitical tensions, the global economy performed better than expected last year, driven by investments in artificial intelligence and the resilience of consumer spending. Demand for ICT has resumed growth in Europe and in the countries where the Group operates, confirming the role of technology as an essential infrastructure for competitiveness, security and development. Advances in artificial intelligence, the replacement of devices, the adoption of cloud and cybersecurity solutions, and the acceleration of the energy transition were the main drivers of growth in the sector.

In this context, the Esprinet Group has strengthened its identity and its role as a strategic partner, connecting manufacturers, customers and institutions through an integrated offering oriented towards market evolution.

The year 2025 saw clear, targeted decisions. Through V-Valley, a leader in digital transformation, cloud and cybersecurity solutions, the Group consolidated its presence in the segments set to drive the modernisation of businesses and public administration. In the area of the green transition, Zeliatech continued its growth trajectory, establishing itself as a leading European platform for innovation and energy efficiency. The acquisition of Vamat in Benelux and Ireland further expanded the addressable market. At the same time, the Group also achieved solid results in traditional information technology, supported by the personal computer refresh cycle and continued demand from businesses and consumers.

In contrast, the start of 2026 was marked by a rapid deterioration in the geopolitical landscape, with the outbreak of conflict in the Middle East. Its potential implications remain difficult to assess, particularly due to uncertainty regarding the duration of the hostilities and their possible escalation. Risks are emerging in relation to energy shocks and increases in transport costs, which could trigger inflationary spirals and pressure on monetary policies, with possible effects on final consumer demand and business investment, as well as potential disruptions to supply chains.

This scenario calls for a degree of caution when making short-term assessments of the performance of the European technology sector, although it should be emphasised that no direct impacts on the Group's business can be measured, only potential changes in aggregate demand from households and businesses. Nevertheless, the structural dynamics supporting invest-

ment in innovation and modernisation remain robust. Companies will be called upon to strengthen their competitiveness, resilience and transforma-tive capacity through a systematic and comprehensive process of digitali-sing their operations and business models.

At a time of profound technological evolution, the distribution channel, which was further consolidated in 2025, will continue to play a central role in manufacturers' go-to-market strategies. The sector also appears to be well positioned to capitalise on the potential impact of the memory chip shortage and the resulting pressure on the supply chain, which analysts expect to persist for a long time. Indeed, the acceleration of generative artificial intelligence is transforming the memory supply chain and the consumer electronics market. AI giants, data centres and hyperscalers are absorbing a large share of global production, leaving reduced availability for the consumer product market. For businesses and IT partners, this scenario makes it even more important to plan purchases, secure supplies well in advance, and anticipate greater volatility in the costs of hardware projects. Indeed, the overwhelming demand for memory from the AI industry is simultaneously causing a rapid increase in the prices of RAM for PCs, smartphones and other consumer devices. The developments described above present clear opportunities for the distribution channel, which, during cyclical phases characterised by supply constraints, assumes an even more strategic role as the orchestrator of the value chain.

Despite the complexity of the geopolitical and macroeconomic landscape, assuming the absence of further external shocks and a gradual stabilisation of the crisis in the Middle East, the Group looks to the future with awareness and determination, ready to transform volatility into sustainable growth. The diversification of activities across its three divisions - Esprinet, V Valley and Zeliatech - enables the Group to mitigate the effects of market cycles while, at the same time, seizing opportunities in a targeted manner. The Esprinet Group will continue to consolidate its leadership in digital transformation, expand its European presence in the green transition, innovate service models and digital platforms, and invest in people and corporate culture. The aim is to generate lasting value for all stakeholders and to contribute to a more connected, sustainable and inclusive future.

‌MAIN RISKS AND UNCERTAINTIES FACING THE GROUP AND ESPRINET S.P.A.

Risks classification

Risk management is a strategic tool for creating value. The activities of the Esprinet Group and Esprinet S.p.A. are in fact exposed to certain risk factors that may influence their economic, equity and financial situation.

Esprinet S.p.A. and the Esprinet Group identify, assess and manage risks in compliance with internationally recognised models and techniques.

Starting in 2009, the Group adopted an operational and organisational model for risk management and monitoring of adequacy over time (so-cal-led 'ERM-Enterprise Risk Management') inspired by the methodology of the Committee of Sponsoring Organisations of the Treadway Commission (so-called 'CoSO'), which makes it possible to identify and manage risks in a uniform manner within Group companies. This is based on a methodological framework aimed at creating an effective risk management system capable of involving, at different levels, the player of the internal control system who are assigned different roles of responsibility for control activities.

The identification, assessment, management and monitoring system of the company's main risks is based on a process, which involves the performance of the following tasks, at least annually:

• mapping and assessment of the main business risks ('risk assessment' and 'risk scoring');

• identification of 'risk management' priorities;

• identification of a 'risk strategy' (acceptance, optimisation, improvement or monitoring of control measures) for each risk mapped and its declina-tion into operational action plans.

  The final aim of the process described is to identify potential events that may affect the business activity and to keep the level of risk within the acceptable threshold defined by the Administrative Body in order to achieve the business objectives.

  During 2025, the envisaged activity plan was adequately implemented, including an Audit Plan and a plan to strengthen controls on the risks considered to be priorities.

  New procedures were also developed and/or existing procedures were revised.

  At the end of the year, there were no significant changes in risk exposure compared with the previous year.

  As regards 2026, the Group's activities will be mainly aimed at monitoring and optimising the levels of control of existing and/or recently introduced risks, since the annual review of the main business risks has led to the substantial confirmation of the existing mapping with sporadic changes.

  Finally, as necessary, new procedures will be defined and drawn up and new controls will be introduced in order to formalise and regulate processes aimed at the correct management of the risks that have emerged in the face of possible regulatory updates and/or the expansion of the Group's operations.

  GLOBAL MACROECONOMIC CONTEXT

  Like 2024, the macroeconomic context in 2025, particularly in the first half of the year, was characterised by a high degree of uncertainty and underlying political and economic instability.

  Tensions have been generated by the continuation of ongoing conflicts: the Russian-Ukrainian one, still ongoing and the resolution and future evolution of which appear uncertain (at least in the early months of 2026), and the Israeli-Palestinian one, instead moving towards a, albeit fragile, truce under the supervision and monitoring of the US presidency. At the same time, further uncertainty has been fuelled at the geopolitical and trade levels by the United States of America's unpredictable foreign policy, both in terms of tariffs and international relations, which has contributed to the intermittent escalation of tensions with third countries, such as: Venezuela, Iran, Cuba and Greenland.

  In particular, the joint military attack carried out by Israel and the United States of America against Iran on 28 February 2026, in addition to helping to plunge the Gulf countries back into a new theatre of war, albeit with varying degrees of intensity, has simultaneously fuelled considerable uncertainty, both politically and economically. The potential developments of the conflict are neither known nor easily predictable in terms of timing, international scope, possible involvement of neighbouring countries, and, above all, potential political and economic consequences.

  Possible repercussions on the energy and trade sectors cannot be ruled out, given the threat of a closure, even if only temporary, of the Strait of Hor-muz, a maritime corridor through which more than a fifth of global crude oil and more than 20% of global LNG transit. This scenario could lead to a new energy shock, following the one that occurred in 2022 as a result of Russia's invasion of Ukraine.

  In addition, the aforementioned Iran conflict could lead to a rise in inflation, which would in turn affect household and business consumption and, ultimately, to a greater or lesser extent, the positive macroeconomic outlook for the Eurozone (the main geographical area in which the Esprinet Group and Esprinet S.p.A. operate). Indeed, at the end of 2025, the main international monetary institutions forecast a broadly stable level of uncertainty overall, a cost of borrowing at levels similar to those at the end of 2025, with the possibility of modest decreases in the two-year period 2026/2027, inflation expected to fall slightly and in any case to remain around the target level of 2%, the adoption of fairly expansionary monetary policies, and widespread GDP growth for the two-year period 2026/2027, albeit at varying rates across individual countries.

  In summary, the aforementioned geopolitical tensions and the resulting economic implications had an overall marginal impact on the Esprinet Group and Esprinet S.p.A. in 2025. These companies, operating almost entirely within the European Union, are not present on the markets of the countries currently directly involved in the ongoing conflicts, nor do they have significant commercial relations with partners resident in those countries. The above remains valid, mutatis mutandis, when considering the most recent geopolitical context. Nevertheless, although the Group is not a so-called

  'energy-intensive' entity, it could still be exposed, albeit to a limited extent, to a significant increase in the prices of energy raw materials and transport, as well as to a possible decline in consumption, by households and private individuals. Conversely, uncertainty surrounding the cost of "traditional" energy could fuel demand for alternative solutions related to environmental sustainability and the ecological transition distributed by the Group.

  Counterbalancing the risks and uncertainties listed above are the Group's solid financial structure, its ongoing commitment to initiatives to control costs and the levels of invested working capital, its entry into new geographic markets (primarily in Europe) through company acquisitions, and the wide range of products, services and solutions available to meet the changing demand of businesses and households, as transformed by the application of artificial intelligence across various processes and products.

  Furthermore, the development and acceleration of generative artificial intelligence are creating opportunities as a result of hyperscalers absorbing a large share of global memory production, with reduced availability for consumer products (notebooks, tablets, smartphones) and for business products (servers and storage). Indeed, contrary to the historical deflationary trend that has characterised the technology sector, this phenomenon is causing, and is expected to continue to cause, a rise in prices, which, on the one hand, offers the potential to generate higher margins in absolute terms and, on the other hand, the potential to reduce inventory turnover times.

  Indeed, the need to replace devices and equipment, coupled with limited product availability and fears that this situation will persist, combined with a dramatic increase in prices, could lead to an acceleration in purchases in an attempt to secure the already limited quantities of products still available at lower prices.

  The risk and uncertainty situations outlined above, together with the opportunities also present and the specific characteristics of the Esprinet Group, suggest that the current context is manageable.

  RISKS CLASSIFICATION

  The definition of the main business risks is based on the following macro-classification:

• strategic risks;

• operating risks;

• compliance risks;

• financial risks.

The following is a brief description of the main risks, assessed without taking into consideration the response actions put into force or planned by the Group to bring the seriousness of the risk within acceptable levels.

Strategic Risks

Inadequate response to unfavourable macroeconomic scenarios

The Group's economic, equity and financial situation is influenced by various factors, which make up the macroeconomic contexts of the markets where the Group operates.

These include, but not only, GDP performance, consumer and business confidence levels, the inflation rate, interest rate trends, the cost of raw materials and unemployment rates.

During 2025, the Italian distribution market showed a growth of +4.7% compared to the previous year, the Spanish market recorded a growth of +7.3%, while Portugal recorded a decline of -7.6% (source: Context, February 2026).

However, it is not certain that the market will perform in line with analysts' expectations and, if these expectations are not realised, the equity, economic, and financial situation of the Group could be adversely affected.

Inadequate response to customers' and suppliers' demands

Due to its intermediary role within the IT production chain, the Esprinet Group's success largely depends on its ability to address, interpret and meet customers' and suppliers' demands.

This ability translates into a value proposition both at the source and later on in the sales process which differentiates itself from the competition through its adequate and historically superior profitability conditions compared with both its direct and indirect competitors.

Should the Esprinet Group be unable to maintain and renew this value proposition, that is, to develop more innovative offers and competitive services than those of its main competitors, the Group's market share could fall significantly, with a negative impact on its economic, equity and financial position.

Competition

The nature of the Group's trade brokering activities means that it operates in highly competitive sectors, both in Italy and in the Iberian peninsula and in all other markets in which it operates.

The Group therefore has to operate in a highly competitive context and to compete in the various geographical markets against both deeply rooted local operators and multinational companies which are significantly larger than the Group and with considerably greater resources.

Competition in the IT and consumer electronics distribution sector, the Group's main activity, is measured in terms of prices, availability, quality and variety of products, associated logistics services and pre- and after-sale assistance.

The degree of competition is also heightened by the fact that the Group acts as an intermediary between the large world-wide suppliers of technology and resellers of IT/consumer electronics, which include operators with high contractual power, including the major retail chains, often with the potential to open supply chains directly with producers.

The Group also competes with multinational groups of extremely high financial standing, both in Italy and in the Iberian peninsula and in all other markets in which it operates.

Should the Esprinet Group be unable to deal effectively with the external situation in question there could be a negative impact on the Group's outlook and operations, as well as on its economic results and financial position.

The Group is also exposed to competition from alternative distribution models, whether current or potential, such as those based on direct sales to the user by the producer, even though in the past all the limits of these alternative distribution models have been revealed.

If the "de-intermediation" situation proves to be significant in the coming years, even though not caused by any empirical or economically rational facts, the Esprinet Group could suffer negative repercussions in terms of its equity, economic and financial position.

Price changes

The technology sector is typically characterised by a deflationary price trend that tends to be linked to the phenomenon of high product obsolescence and strong market competition. There is also a risk linked to more economic factors, such as the fluctuations of the US dollar and the Chinese currency, representing the two main currencies at the source of the IT products technology content. On the other hand, there are also risks linked to unforeseen and difficult-to-predict phenomena, such as the sudden rise in the inflation rate that occurred at the turn of 2022 and 2023.

The Group is also exposed to the risk of decreases in IT and electronic product unit prices, if the gross profit formed by the difference between the sales prices applied to retailers and purchasing costs applied by suppliers falls in absolute value when prices applied to the end consumer are lowered. This occurs since it is difficult to pass the higher costs caused by the lowering of prices on to customers in a sector as highly competitive as the distribution sector.

Despite the fact that this risk is lessened by the Group's capacity to limit overheads/fixed costs levels and adjust productivity levels, thus reducing process costs chiefly linked to physical drivers (e.g. number of transactions, number of products moved in warehouses or forwarded by courier), and despite the fact that the percentage value of the gross sales margin is to some extent independent of reductions in the unit prices of products, it is not possible to provide assurances regarding the Group's ability to deal with the technological sector's deflation rates.

Acquisitions and extraordinary transactions

As an integral part of its strategy for growth, the Group periodically acquires assets (divisions of a company and/or company shareholdings), which are highly compatible in strategic terms with its own area of business.

In principle, acquisition transactions present the risk that the expected synergies may not be activated, in whole or in part, or that the costs of integration, explicit and/or implicit, may be higher than the benefits of the acquisition.

Integration problems are magnified if the target companies operate in countries and markets other than those where the Group has historically operated and which present, for said reason, specific business regulatory and cultural characteristics and/or trade barriers.

These problems are attributable, in addition to the implementation of adequate organisational mechanisms for coordination between the acquired entities and the rest of the Group, to the need to align with standards and policies mainly in terms of internal control procedures, reporting, information management and data security.

Similar risks, albeit in a mirror mode, may arise in the event of company spin-offs, with regard to the creation of new companies/business units with duplication of processes, of the logical IT structure and with an increase in the general operational complexity of the Group and of the need for interoperability between the various entities.

Therefore, it is not possible to provide any guarantee regarding the Group's future ability to successfully complete further acquisitions or spin-offs, nor to be able to preserve the competitive positioning of any target acquisitions, nor to be able to replicate favourably its business model and offer system.

Operating risks

Dependency on IT systems

The Esprinet Group is strongly dependent on its IT systems in the performance of its activities.

In particular, the viability of its business depends to a considerable extent on the capacity of the IT systems to store and process enormous volumes of data and guarantee elevated standards of performance (speed, quality, reliability and security) that are stable over time.

The critical nature of the IT systems is also heightened by the fact that the Group, because of its business model, relies on Internet for a consistent part of its business, both as an instrument for the transmission of information to its customers, and order-processing and marketing intelligence. Other critical factors are the connections in EDI mode to the IT systems of many vendors, as well as the remote connection to the Esprivillage network active in the country and the migration of some IT services to a cloud platform managed by third parties.

Cybersecurity

The Group has invested considerable resources in order to prevent and monitor the risks associated with dependence on information systems and improve the degree of IT security. For example, the continual maintenance of the hardware installed and the updating of the relative software, the signing of insurance policies against damages caused indirectly by possible system crashes, the housing of the data centre in safe environments, the stipulation of contracts to protect the company with leading cloud service providers (Microsoft/Amazon), the construction of anti-intrusion and anti-virus defences by carrying out penetration tests aimed at verifying the robustness of the aforementioned defences, the continual back-up of system-resident data, the provision of business continuity and disaster recovery plans and the testing of the latter through the execution of "shutdown and restart tests on redundant systems", the use of expert advisors in the sector, the definition of new key roles with specific expertise in IT such as the Chief Information Security Officer and the identification of corporate functions dedicated to cybersecurity monitoring. Hard disk encryption systems, behaviour control systems and a training programme on IT security issues were also implemented. In addition, the most up-to-date Microsoft security systems and a SOC (Security Operations Centre) have been activated, and specific IT procedures, such as those relating to the management of potential incidents, have been defined/revised. Finally, the company has embarked on a process of aligning itself with the highest cybersecurity standards, such as those set out in the European cybersecurity directive, known as NIS2.

Artificial intelligence

There is a rapidly expanding trend at global level on the use of artificial intelligence as a support in the execution of business processes, which, in addition to constituting an important opportunity for procedural optimisation, could possibly be used for the commission of offences with potential negative impacts on the Group. Specularly, the adoption is expected of corporate IT protection systems that provide specifically for the use of artificial intelligence is being assessed.

However, the possibility that the Group might have to suspend or interrupt its sales activities, due to malfunctioning or actual black-outs of owned or third-party systems, cannot be ruled out.

It is similarly impossible to guarantee that the IT systems of companies and/ or businesses acquired will satisfy the Group's minimum reliability and safety requirements at the time of the acquisition.

In order to mitigate the potential risks arising primarily from the development, use and, to a lesser extent, distribution of products, software and/ or services based on artificial intelligence, the Group is drawing up specific guidelines in this regard and is planning appropriate training sessions for almost all staff.

Medium-/long-term interruptions of logistics chain

The Group's sales activities strongly depend on the correct functioning and efficiency of the logistics chain, thanks to which the products are able to reach their reference markets.

These logistics chains have reached high levels of complexity and the journey of goods from the factories where the IT and electronic products sold are produced to the end customers could be subject to interruptions due to natural, political and operational events, changes in trade relations between governments, trade restrictions and embargoes, conflicts or financial soundness crises of operators in the various transport and storage stages.

Any unfavourable events in these areas are likely to cause long-term interruptions, which could have a significantly negative impact on the Group's prospects and financial position.

Dependency on suppliers and risk of non-observance of extra-contractual agreements

The Group as a whole has direct relationships with around 850 leading technology vendors including IT, consumer electronics and microelectronics vendors, vendors of complementary products/accessories to the former and vendors active in the photovoltaic sector. In fact, the Group has always focused on the distribution of branded products, sales from the sale of own-brand products (accessories, consumables, and micro-computer components under the Celly, Nilox, Muitomas and +Ego brands) being negligible.

In most cases, trading contacts with the vendors are governed by contracts and/or agreements generally renewed every year.

Despite the high number of vendors in its portfolio, the Esprinet Group shows a certain degree of concentration risk in that the incidence of the top 10 suppliers accounted for over 75% of the total amount (73% in 2024).

A consequence of this situation is that the Group is exposed to the risk of the non-renewal of current distribution contracts and/or inability to replace these contracts effectively.

The Group is also exposed to the risk of significant changes in the terms and conditions of contracts drawn up with vendors, particularly regarding amounts regarding premiums for the attainment of targets, or the very level and nature of these targets, the sums for co-marketing and development, the policies for protection of the economic value of the stock and commercial returns, payment terms and associated discounts.

These variations, if negative, are likely to have a negative impact on the assets and on the Group's economic, equity and financial results.

Traditionally, the Group has been able to negotiate contractual conditions with its counterparts providing a long historical series of positive economic results. The level of partnership attained with the majority of its suppliers also laid the foundations for significantly consolidated collaborations with

the most important suppliers over the years, something also due to the use and maintenance of direct communication channels.

Dependency on suppliers of critical services

The Group's logistics model is based upon the direct warehousing handling and collections and the outsourcing of haulage and delivery services. These activities are of critical importance to the value chain for IT and consumer electronics distributors.

For the first of the above-mentioned activities, the Group employs the services of a warehousing and storage services company for its Italian operations, has introduced Laser Guided Vehicles (LGV) in a pilot logistics centre, and in a second logistics centre has implemented an automated storage system for products of limited weight and size (Flexi warehouse). Transport activities are instead contracted to independent external carriers in each country in which the Group is active.

The interruption of contractual relations with the above-mentioned suppliers of services, or a significant reduction in the level of quality and efficiency of the services provided or the emergence of possible trade unions unrest could have a significant negative impact on the Group's economic and financial results.

These suppliers and the relative industry are continually monitored in order to mitigate any related risk.

Low profit margins

The result of the high level of competition to which the Group is subject is a low profit margin (gross trading margin and net operating result) in relation to sales.

These low margins tend to amplify the effects of unexpected variations in sales levels and operating costs on profitability

that can be also negatively impacted from any incorrect decisions concerning the products 'pricing' and the management of discount policies.

It is impossible to guarantee that the Group will also be able to manage its 'pricing' policies with the same care and prudence in the future, in difficult economic situations.

The constant monitoring of product and customer margins and the search for the best mix within its portfolio of suppliers and customers are the main factors in mitigating this risk.

Reduction in value of inventory

The Group is subject to the risk of a reduction in the value of unsold stock as a result of lowered list prices on the part of vendors and economic or technological obsolescence.

It is usual within the sector for the vendors to set up forms of total and/or partial protection, contractual or otherwise, of the financial value of stock in the above-mentioned cases for the benefit of the distributors with direct supply contacts.

Nevertheless, cases of non-fulfilment on the part of the vendors or the failure to activate non-contractual protection can occur.

Further, these protective clauses also come into force solely under certain conditions and are therefore totally controlled and by purchase planning ability in function of market potentiality.

It is not possible to give guarantees regarding the Group's future ability to manage stock levels so that even limited risks of stock devaluation are avoided, or to be able to activate the contractual protection provided in the case of the majority of the product suppliers.

The constant ability to minimise stock levels also due to the support of expert inventory management and demand planning systems based on availability indicators and consequently customer satisfaction, together with the constant monitoring of existing contractual agreements, in terms of the consolidated practice of the sector, which traditionally believes that suppliers are also likely to protect the economic value of stock, is fundamental in order to reduce/mitigate this risk.

Dependency on key managers

The activity and development of the Esprinet Group is characterised by a significant dependence on the contribution of several key management staff, particularly that of the Chief Executive Officers (or the corresponding functions in the various Group companies), other executive Directors, and of the 'front line' management and/or heads of functions acting in the geographical markets where the Group operates.

The Group's success therefore depends to a large extent on the professional and personal ability of such key figures.

The loss of the services of several of the managers without any suitable replacement, together with the inability to attract and keep new qualified resources, could therefore have negative effects on the Group's prospects, operations and financial results.

Work-life balance, professional development, and retention policies, combined with a solid and effective performance evaluation and managerial growth system, are the main ways the Group addresses this risk. These policies are part of a remuneration system that also includes long-term incentive plans and ongoing training.

Physical destruction of company assets and products assigned for sale

Equipment and products stored in warehouses are subject to risks linked to adverse climate events (e.g.: earthquakes, floods, storms) increasingly frequent following the current climate change situations and to fires, theft and destruction. These events could cause a significant fall in the value of the damaged assets and an interruption in the Group's operational ability, even for extended periods of time.

In the impossibility of excluding such events occurring and the damage caused by the same, and while bearing in mind the management and mitigation policies for these risk categories in terms of physical safety, subdivision of the risk over separate logistic hubs and fire prevention basically effected by transferring the risks to insurance companies and the preparation of an appropriate Business Continuity plan, no guarantees regarding the negative impacts that could affect the Group's financial position can be given.

Customer relationship management / customer satisfaction

It is of fundamental importance for the Group to manage the relationship with its customers in a profitable way, maximising their satisfaction and trying to limit their complaints. This takes on greater importance if read in light of the role of intermediary assumed by the Group in the Information Technology chain, operating in an extremely competitive market.

It is therefore vitally important to be able to stand out from the competition, by focusing on the service offered to customers and on the effectiveness and efficiency of the support provided, enhancing the customers' perception of the added value generated.

The Group has established a specific corporate function made up of a team of experts tasked with analysing the degree of customer satisfaction, identifying their latent needs and the strengths and weaknesses of the proposed

offer, in order to optimise its sales actions, maximising their effectiveness and efficiency.

Any inability of the Esprinet Group to increase the satisfaction of its customers, with their subsequent disinterest and loss of market shares, could have a hugely negative impact on the Group's economic, equity and financial situation.

Fraud perpetrated by employees

Bearing in mind the high number of transactions effected, the intensive use of IT systems both for operations and for interfacing with customers and suppliers, besides the high unit value of several transactions, significant economic damage could be generated by disloyal employees' conduct.

The Esprinet Group is committed to reducing the likelihood of such fraudulent conduct occurring by means of duty segregation techniques, management of access to IT systems and physical access, appropriate monitoring systems, introduction of procedures and controls and dissemination of the code of ethics.

However, it is not possible to give any guarantees about unfavourable impacts on the Group's economic and financial position, which could derive from fraudulent activities of the kind described.

Reliability of the administrative-accounting system

Strategic and operational decisions, the planning and reporting system, as well as the process of external communication of data and equity, economic and financial/non-financial information is based on the reliability of the administrative-accounting information generated and processed within the Group. The correctness of this information also depends on the existence of organisational procedures, rules and organisation, on employees' professional expertise and on the effectiveness and efficiency of IT systems.

The Group is committed to maintaining a high level of control over all the procedures that generate, process and circulate equity, economic and financial/non-financial information. These procedures and the underlying IT systems are subject to regular audits and checks by various actors of the Internal Audit System and are constantly updated even when solutions to 'Non-compliance' situations have been applied.

Critical issues in the management of international trade (trade compliance)

Although sales from sales of products and/or services in non-EU countries represents a limited portion of the Esprinet Group's turnover, it is not possible to exclude a priori, depending on the type of goods sold, the risk that dual-use products (i.e., potentially usable for both civilian and military purposes) may be exported outside of Europe, to unauthorized territories, for unauthorized uses and/or to unauthorized users, or in the absence of specific authorisations. This could expose the Group to significant administrative and financial penalties, as well as criminal sanctions for its top management, imposed by the competent authorities.

To mitigate this risk, appropriate operating practices have been adopted, including, for example, the automatic blocking of any orders issued by customers located in non-EU countries. Unblocking is only possible by personnel operating in the designated departments. Appropriate consulting and regulatory update channels have also been activated, and a platform has been introduced to perform initial screening of counterparties, verify countries subject to international sanctions, and perform an initial analysis of exported products. Finally, suitable guidelines on the ongoing screening of counterparties are being introduced at Group level, and, in certain Group