Esprinet S p A : Financial Report (Esprinet Group 2025 Annual integrated Report Grafico)

About this update from Esprinet S.p.a.

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 - [email protected] (*) 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 Letter to the Stakeholder Highlights Summary of the Group's economic and f inancial results Share performance 11 Corporate Governance Company Officers Waiver of obligation to provide information on extraordinary transactions 12 Activities and structure of the Esprinet Group Descripion of the activities 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 Income trend Operating net working capital 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 General information Environmental information Social information 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 Research and development activities Number and value of own shares Relationships with related parties Relationships with subsidiaries subject to management and coordination Shares of the parent company Espr inet S.p.A held by board members, statutory auditors and key managers Atypical and/ or unusual operations Additional information required by Bank of Italy and CONSOB Share incentive plans Reconciliation of equity and Group result and cor responding values of the parent company 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 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. ‌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 ‌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. ‌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 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. 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 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). ‌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: wide-range' distributors, identified by their wide range and high turnover volumes; '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: 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); 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: 1 ST TIER 2 ND 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: 2024 2025 Q3-25 vs Q3-24 Q4-25 vs Q4-24 2H 2025 vs 2H 2024 2025 vs 2024 Total 90.6 95.4 3.8% 6.2% 5.2% 5.3% Germany 17.7 18.3 -1.7% 6.3% 2.7% 3.3% UK-Ireland 15.1 15.3 0.5% 3.2% 1.8% 1.7% Italy 9.3 9.3 -1.8% -0.6% -1.1% -0.4% France 8.5 8.7 7.3% 5.1% 6.1% 2.5% Spain 7.1 8.2 16.4% 16.0% 16.2% 15.1% Poland 5.9 6.6 4.6% 16.1% 11.4% 10.6% Netherlands 5.3 5.5 -0.4% 3.6% 1.7% 4.6% Switzerland 4.3 4.6 7.7% 4.3% 5.8% 7.2% Sweden 2.7 2.9 8.4% 7.7% 8.0% 9.5% Czechia 2.4 2.5 7.5% 4.1% 5.6% 6.3% Belgium 2.1 2.3 4.4% 6.4% 5.5% 4.9% Austria 2.2 2.1 -1.9% -5.2% -3.8% -1.1% Portugal 1.8 2.0 8.4% 14.2% 11.7% 10.6% Denmark 1.7 1.9 6.3% 7.8% 7.2% 11.1% Norway 1.1 1.3 20.1% -2.7% 6.9% 15.9% Finland 1.2 1.3 11.6% 8.6% 10.0% 12.1% Baltics 1.0 1.1 11.1% 24.2% 18.1% 19.0% Hungary 0.8 0.8 25.8% -12.8% 0.8% -1.1% Slovakia 0.5 0.6 55.9% 22.1% 33.8% 27.2% 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. Income trend 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. FINANCIAL HIGHLIGHTS BY GEOGRAPHICAL AREA 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). 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). 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 ‌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. ‌Sales by product family and customer type GROUP SALES BY CUSTOMER TYPE AND PRODUCT FAMILY Sales by customer type (euro/million) 2025 % 2024 % Var. % Var. Retailer/e-tailers 1,425.3 33.2% 1,421.7 34.3% 3.6 0% IT Reseller 3,190.7 74.3% 2,994.0 72.3% 196.7 7% Adjustments (323.9) -7.6% (274.1) -6.6% (49.8) 18% Sales from contracts with customers 4,292.1 100.0% 4,141.6 100.0% 150.5 4% 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 (euro/million) 2025 % 2024 % Var. % Var. PC (notebook, tablet, desktop, monitor) 1,386.0 32.3% 1,251.2 30.2% 134.8 11% Printing devices and supplies 379.8 8.9% 389.7 9.4% (9.9) -3% Other IT products 323.4 7.5% 316.0 7.6% 7.4 2% Total IT Clients 2,089.2 48.7% 1,956.9 47.3% 132.3 7% Smartphones 935.5 21.8% 956.2 23.1% (20.7) -2% White goods 57.5 1.3% 55.2 1.3% 2.3 4% Gaming hardware and software 68.1 1.6% 91.0 2.2% (22.9) -25% Other consumer electronics products 78.0 1.8% 120.6 2.9% (42.6) -35% Total Consumer Electronics 1,139.1 26.5% 1,223.0 29.5% (83.9) -7% Hardware (networking, storage, server & others) 875.9 20.4% 800.8 19.3% 75.1 9% Software, Services, Cloud 511.8 11.9% 435.0 10.5% 76.8 18% Total Advanced Solutions 1,387.7 32.3% 1,235.8 29.8% 151.9 12% Adjustments (323.9) -7.6% (274.1) -6.6% (49.8) 18% Sales from contracts with customers 4,292.1 100.0% 4,141.6 100.0% 150.5 4% 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 (euro/million) 2025 % 2024 % Var. % Var. Retailer/e-tailers 824.9 39.4% 897.2 38.7% (72.3) -8% IT Reseller 1,177.8 56.3% 1,385.9 59.8% (208.1) -15% Adjustments 89.5 4.3% 32.8 1.4% 56.7 173% Sales from contracts with customers 2,092.2 100.0% 2,315.9 100.0% (223.7) -10% 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 (euro/million) 2025 % 2024 % Var. % Var. PC (notebook, tablet, desktop, monitor) 635.5 30.4% 616.9 26.6% 18.6 3% Printing devices and supplies 303.5 14.5% 305.6 13.2% (2.1) -1% Other IT products 200.8 9.6% 196.9 8.5% 3.9 2% Total IT Clients 1,139.8 54.5% 1,119.4 48.3% 20.4 2% Smartphones 509.3 24.3% 529.5 22.9% (20.2) -4% White goods 55.8 2.7% 53.7 2.3% 2.1 4% Gaming hardware and software 67.8 3.2% 90.6 3.9% (22.8) -25% Other consumer electronics products 68.6 3.3% 111.4 4.8% (42.8) -38% Total Consumer Electronics 701.5 33.5% 785.2 33.9% (83.7) -11% Hardware (networking, storage, server & others) 132.1 6.3% 285.3 12.3% (153.2) -54% Software, Services, Cloud 29.3 1.4% 93.2 4.0% (63.9) -69% Total Advanced Solutions 161.4 7.7% 378.5 16.3% (217.1) -57% Adjustments 89.5 4.3% 32.8 1.4% 56.7 173% Sales from contracts with customers 2,092.2 100.0% 2,315.9 100.0% (223.7) -10% 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...

View stock analysis, news, and events for Esprinet S.p.a.