Italian Star Conference - investor.esprinet.com06.04.2018]Star... · • Product Mix • Customer mix ... • A multidivisional Sales & Marketing organizational ... Micromax and Comprel,

Italian Star Conference

Milan, March 28th 2018

• Forward-looking statements

• Esprinet at a glance

• Q4 2017 Profit % Loss

• FY 2017 Profit & Loss

• FY 2017 Balance Sheet & Cash Flow

• Product Mix

• Customer mix

• Investing in Esprinet

• Governance

• Star requirements / Compliance to Corporate Governance Code

• Corporate Governance: Board of Directors

• Shareholders

• Code and principles

• Social Responsibility Report: key metrics

• Group Structure

• Mission and corporate values

• Corporate Milestones

• Operational KPIs

• A multidivisional Sales & Marketing organizational structure

• Increasing weight of distributor

• The IT&CE Business System

• Role of distributors: Support depends on suppliers’ “maturity” in the market

• Undisputed #1 in Italy

• #1 in Spain

• Distributors’ route gaining share vs direct model

• Common industry policies: Stock Protection

• Credit Management Policy

• Factoring and Securitization of Trade Receivables

• Gross Profit Dynamics

Latest update

Latest update

The Company

The industry

Investing in Esprinet

Forward-looking statements

This presentation may contain forward-looking statements that are subject to risks and uncertainties, including those pertaining to the

anticipated benefits to be realized from the proposals described herein. Forward-looking statements may include, in particular, statements

about future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation, supply and

demand.

Esprinet has based these forward-looking statements on its view and assumptions with respect to future events and financial performance.

Actual financial performance could differ materially from that projected in the forward-looking statements due to the inherent uncertainty of

estimates, forecasts and projections, and financial performance may be better or worse than anticipated.

Given these uncertainties, readers should not put undue reliance on any forward-looking statements. The information contained in this

presentation is subject to change without notice and Esprinet does not undertake any duty to update the forward-looking statements, and the

estimates and the assumptions associated with them, except to the extent required by applicable laws and regulations.

Latest update

The Company

The industry


Esprinet at a glanceB

usin

ess

Mod

el &

KP

I

1. Tight cost and working capital control

2. Flexibility in responding to vendor and reseller/retailer needs by means of a proprietary ERP and web engine

3. Multidivisional organization to tackle different needs of IT clients/data center/consumer electronics

4. Providers of market intelligence by leveraging the broad reseller portfolio with Big Data Analytics tools

5. Stable management team to provide consistency in execution and relationship with key partners

• 3,2 b€ of revenues (62% in Italy and 38% in Iberia)

• #1 in Italy, #1 in Spain, #4 in Europe among distributors

• Largest IT & CE Wholesaler in Southern Europe

• Among the top 50 Italian industrial groups by revenue

• Among top 100 companies in Italy by market cap

• Customers: 36.000 (23.000 in Italy and 13.000 in Iberia)

• Brands: 700

• Suppliers: 800

3,2 billion euro of salesin 2017 vs 3 billion

euro in 2016

+6%

25,1 millioneuro net profit in 2017 vs 26,9 million

euro in 2016

-7%

34,3 millioneuro EBITin 2017

vs 38,6 millioneuro in 2016

-11%

167,5 milioneuro the gross margin in 2017 vs 163,9

million euro in 2016

+2%

130.000 warehouse sqm

~ 35 million units shipped

~ 6 million box shipped

~ 125,000 #SKU sold

CUSTOMER MIX PRODUCT MIX

37,1% 40%

62,9% 60%

2016 2017

Retailer Reseller

22

,3%

23

,5%

6,0

%

9,0

%

8,8

%

7,3

%

4,4

%

3,8

%

4,1

%

3,4

%

1,7%

0,8

%

4,9

%

25

,2%

19,4

%

10,6

%

8,1

%

6,8

%

6,6

%

5,0

%

3,8

%

3,6

%

2,9

%

2,1

%

0,8

%

5,0

%

20%

-12%

86%

-5%-19%

-5%

20%7%

-5% -10%

28%9% 9%

-40%-20%0%20%40%60%80%100%

0,0%

5,0%

10,0%

15,0%

20,0%

25,0%

30,0%

2016

2017

var

1970 20172000 2003 2006 2010

1980

2015

2001 2005 2009 2014 2016

Established under the name Comprel, semiconductor distributor in the Italian market

Merger of Celo, Micromax and Comprel, under the brand-new Esprinet.Italian #2 largest distributor

Esprinet to reach #1 position in the italian market

Acquisition of UMD in Spain. Merge of UMD and Memory Set. Spain to create Esprinet Iberica

V-Valley established 100% Esprinet (datacenter products)

Esprinet becomes the largest distributor in southern Europe

New site b2b Esprinet

Foundation of Celo and Micromax, business, Italian IT distributors

In July, listed on the italian Stock Exchange

Monclick, IT e-tailer company, established. Acquisition of Memory Set in Spain

Esprinet Iberica become #3 distributor in Spain

Sale of Monclick and Comprel.Acquisition of Celly(mobility’s accessories)

Acquisition of EDSLan and Itway“value-added” companies reinforcing V-Valley business, in Italia.Acquisition of Vinzeo. Esprinet Iberica become #1 distributor in Spain

Over 75,000 #SKU available

His

tory

Esp

rine

t sa

les

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The industry


Q4 2017 Profit & LossE

spri

net

Gro

up

(euro/000) Q4 2016 Q4 2017

Sales 1.116.519 100,0% 1.089.573 100,0%

Cost of sales (1.059.251) -94,9% (1.037.457) -95,2%

Gross profit 57.268 5,1% 52.116 4,8%

Gross profit % 5,1% 4,8%

Other income 161 0,0% - 0,0%SG&A (34.327) -3,1% (32.034) -2,9%

EBIT 23.102 2,1% 20.082 1,8%

EBIT adj. % 2,1% 1,8%

Non recurring costs (1.537) -0,1% (470) 0,0%

EBIT 21.565 1,9% 19.612 1,8%

EBIT % 1,9% 1,8%

Finance costs, net (703) -0,1% 2.145 0,2%

EBT 20.862 1,9% 21.757 2,0%

EBT % 1,9% 2,0%

Net income 15.085 1,4% 16.189 1,5%

Net income % 1,4% 1,5%

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FY 2017 Profit & Loss

(euro/000) FY 2016 FY 2017

Sales 3.042.330 100,0% 3.217.172 100,0%

Cost of sales (2.878.435) -94,6% (3.049.409) -94,8%

Gross profit 163.895 5,4% 167.763 5,2%

Gross profit % 5,4% 5,2%

Other income 2.838 0,1% - 0,0%

SG&A (126.328) -4,2% (131.500) -4,1%

EBIT 40.405 1,3% 36.263 1,1%

EBIT adj. % 1,3% 1,1%

Non recurring costs (1.839) -0,1% (1.916) -0,1%

EBIT 38.566 1,3% 34.347 1,1%

EBIT % 1,3% 1,1%

Finance costs, net (2.846) -0,1% (713) 0,0%

EBT 35.720 1,2% 33.634 1,0%

EBT % 1,2% 1,0%

Net income 26.870 0,9% 26.279 0,8%

Net income % 0,9% 0,8%

Esp

rine

t G

roup

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FY 2017 Balance Sheet & Cash Flow Statement

(euro/000) FY 2016 FY 2017

Cash flow from operations 34.413 25.994

Cash flow from investing activties (105.981) (2.263)Cash flow from financing activties 77.412 (12.695)Cash flow 5.844 11.036

Cash position at the beginning of year 280.089 285.933 Cash position at the end of the year 285.933 296.969

Fixed assets 124.516 122.403

Net operating working capital 102.046 104.175

Other current assets/liabilities 276 2.958

Other non-current assets/liabilities (14.305) (14.406)Net invested capital 212.533 215.130

Net equity 317.957 338.188 Net financial debt (105.424) (123.058)

Sources 212.533 215.130

Esp

rine

t G

roup

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OutlookE

spri

net

Gro

up

• The European distribution market grew by +4% in 2017 compared to 2016, whilst the fourth quarter was +3%compared to the same period of 2016.

• Italy stable year-over-year, whilst the fourth quarter decreased by -1% vs the same period of 2016• Strong Spain +9% with the fourth quarter’s trend in line with the yearly one• At the end of February the distribution market posted a +8% growth in Italy and +10% in Spain thanks to smartphones• The competitive landscape should gradually show a lower pressure compared to the previous year, as demonstrated

by the sales trend in the first weeks of the current year.

• The competitive landscape should gradually show a lower pressure compared to the previous year, as demonstratedby the sales trend in the first weeks of the current year.

• 2018 Group’s sales target to grow ‘low-single digit’ due to the positive effect of the Italian operations and the expectedreduction of sales in Spain, arising from the eroded revenue in the ‘retailers’ fulfillment sector

• EBIT between € 39-41 million, net of non-recurring items.

the market

corporate targets

Latest update

The Company

The industry


Product Mix

677

,5

714

,8

182

,1

274

,5

26

8,7

22

2,8

134

,4

114

,9

123

,8

104

,9

52

,4

23

,6

147,

9

811

,8

62

5,7

33

9,6

26

1,5

217

,6

211

,1

161,

8

122

,8

117,

1

94

,5

67,

1

25

,8

160

,8

20%

-12%

86%

-5%

-19%

-5%

20%

7%

-5%-10%

28%

9% 9%

-40%

-20%

0%

20%

40%

60%

80%

100%

0,0

100,0

200,0

300,0

400,0

500,0

600,0

700,0

800,0

900,0

2016 Mln € 2017 Mln € var

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Customer mix

37%

63%Reseller

Retailer

40%

60%Reseller

Retailer

36% 46%

64% 54%

subgroupItaly

subgroupIberia

31%48%

69%52%

66%

34%

subgroupIberiasubgroupItaly

62%

38%subgroupIberiasubgroupItaly

Sales 2017€ 3.217,2 million

Sales 2016€ 3.042,3 million

+6%

subgroupItaly

subgroupIberia

The Company

Latest update

The Company

The industry


Group Structure

Last Update: March 2018

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The Company

The industry


Mission and corporate values

Corporate Mission

To be the best technology distributor operating in itsrelevant markets, assuring shareholders above-average return on investment thanks to precise,serious, honest, fast-footed, reliable, and innovativemanagement of the customer and vendorrelationship, achieved by closely attentiveenhancement and exploitation of its staff’s skills andinnovative capabilities.

Our strengths

• Multidivisional organisation to face different needsfor different customers

• Flexibility to offer to our vendors and customers• Highly experienced and focused people on

tangible key value drivers• Web engine and own ERP created• Focus on creating new services to help dealers to

do business

Latest update

The Company

The industry


Corporate Milestones

1970 20172000 2003 2006 2010

1980

2015

2001 2005 2009 2014 2016

Established under the name Comprel, semiconductor distributor in the Italian market

Merger of Celo, Micromax and Comprel, under the brand-new Esprinet.Italian #2 largest distributor

Esprinet to reach #1 position in the italian market

Acquisition of UMD in Spain. Merge of UMD and Memory Set. Spain to create Esprinet Iberica

V-Valley established 100% Esprinet (datacenter products)

Esprinet becomes the largest distributor in southern Europe

New site b2b Esprinet

Foundation of Celo and Micromax, business, Italian IT distributors

In July, listed on the italian Stock Exchange

Monclick, IT e-tailer company, established. Acquisition of Memory Set in Spain

Esprinet Iberica become #3 distributor in Spain

Sale of Monclick and Comprel.Acquisition of Celly(mobility’s accessories)

Acquisition of EDSLan and Itway“value-added” companies reiforcingV-Valley business, in Italia.Acquisition of Vinzeo. Esprinet Ibericabecome #1 distributor in Spain

Latest update

The Company

The industry


Operational KPIs

CORE OFFERING OPTIONAL SERVICES

Latest update

The Company

The industry


A multidivisional Sales & Marketing organizational structure

CUSTOMER CLUSTER

CORE OFFERAL SELF SERVICE Supported SALE

SME Corporate Reseller

Large Corporate Reseller (VAR)

Retailer

Hardware & Software + Services


(complex solutions)


WEB site b2bESPRIVILLAGE

WEB site b2bESPRIVILLAGE

WEB site b2b

TELESALES

KEY ACCOUNT

KEY ACCOUNTOKRETAIL V

erti

cal S

ALE

S &

MA

RK

ETI

NG

forc

e

The industry

Latest update

The Company

The industry


Increasing weight of distributor

Candy ‘go-to-market’ strategy leverages distribution channel to reach higher share of addressable market in Europe

Increase market penetration

• Smartphone vendors switching towards distribution mainly due to expansion in the market of new comers Chinese players, with no access to end market (eg. Spain) and by carriers not focusing on hardware

• in the short term, some carrier partner with vendors to provide attractive offer to customers and increase volumes (eg. Vodafone and Apple)

Smartphone vendors switch go to market strategies

Cisco & HP created new cloud partner programs with the following features:• new access to distributor network, increased access to MDF, technical support,

dedicated financing & flexible licensing/loans

Expanding partner program to include cloud partners

Citrix increased the standards and rewards for tiered partners

Increasing thresholds for top tiered partners and providing greater rewards

~50% of sales through the channel reached in 2017, through:• increased the customer revenue cutoff between enterprise (direct) and general

business (indirect) • re-oriented its inside sales org to exclusively support channel partners by generating

leads, helping cross-sell & up-sell etc.

Increasing indirect channel’s share of total sales

Source: lit search, vendor websites

Major Themes Examples of Recent Vendor Announcement

Increasing weight of distributor in line with worldwide trend and ICT & CE major vendors channel strategy

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The Company

The industry


The IT&CE Business System

DIRECT CHANNEL + 1ST TIER : ~ 55-50% of total addressable market

2ND TIER: ~ 45-50% of total addressable market

In the last 20 years, Vendors of IT progressively moved from a “Direct Only” to a “Hybrid” or even “Indirect Only” business model

Vendors use Distributors for multiple reasons:

• Reduction of distribution fixed cost

• Buffering stock

• Credit lines

• Marketing capability

Resellers and Retailers use Distributors for multiple reasons:

• Most of the resellers no longer manages a physical warehouse

• Retailers use Distributors as a one-stop-shopping opportunity on certain accessories or minor product categories

• Retailers use Distributors, in conjunction with Vendors, in “Fulfilment deals”

• E-Tailers use Distributors as a one-stop-shopping for the “Long Tail” of products

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The industry


Role of distributors: Support dependson suppliers’ “maturity” in the market

PROMOTING EMERGING TECHNOLOGIES

• Distributors need to quickly identify resellers interested in new technologies. A broad market coverage and a deep understanding of customer business model is key to success

PROMOTING A VENDOR NOT PRESENT IN CLIENT PORTFOLIO

• Vendors need the distributors to enlarge customer base in which vendor is present

ROLE OF DISTRIBUTORS EXPECTED FROM VENDORS

FULFILL PARTNERSHIP AGREED BETWEEN VENDORS AND RETAILERS

• Sometimes big and consolidated vendors negotiate directly with retailers. In this case, distributors need to manage stock and credit risk and are rewarded with extra-discounts or granted a privileged position on other bids

CONSOLIDATED VENDORS• Direct salesforce present in the market• Well-known brand: certified and loyal customer

base• Large amount of business

EMERGING VENDORS• Limited presence in the mkt: mkt

coverage is delegated to distributors• Limited brand awareness• Small amount of business

Big Retailers (i.e. MediaMarket, Amazon, Unieuro, Euronics)

Small Retailers (small chains with no direct contact with vendors)

Retailers specialized in Mobility (Telco shops/indipendent chains)

Retailers specialized in CE (i.e. Apple/Videogame specialists)

Resellers specialized in Consumables (i.e. office supplies)

"Datacenter volume" reseller (server, storage and networking)

"Datacenter value" reseller (software and niche products)

IT reseller (traditional IT reseller supplying SME with IT Clients)

DISTRIBUTORS

CUSTOMERS

VENDORS

Latest update

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The industry


Undisputed #1 in Italy

Revenue Var. % Share %

WHOLESALERS 2014 2015 2016 2017E 17/16 2014 2015 2016 2017E

1 ESPRINET 1.689,8 1.997,8 1.995,6 2.046,3 2,5% 25,9% 27,9% 27,3% 26,8%

2 COMPUTER GROSS ITALIA 910,0 1.005,0 1.135,0 1.230,0 8,4% 13,9% 14,1% 15,5% 16,1%

3 TECH DATA 812,8 1.006,8 992,6 995,0 0,2% 12,4% 14,1% 13,6% 13,1%

4 INGRAM MICRO ITALIA 661,2 731,4 815,3 890,0 9,2% 10,1% 10,2% 11,2% 11,7%

5 DATAMATIC 329,6 323,6 301,9 290,0 -3,9% 5,0% 4,5% 4,1% 3,8%

6 ATTIVA 237,0 275,0 301,4 320,0 6,2% 3,6% 3,8% 4,1% 4,2%

7 BREVI 164,1 158,6 157,5 158,0 0,3% 2,5% 2,2% 2,2% 2,1%

8 ARROW ECS 71,1 86,9 106,5 127,0 19,2% 1,1% 1,2% 1,5% 1,7%

9 EXECUTIVE 96,9 89,9 94,9 99,0 4,3% 1,5% 1,3% 1,3% 1,3%

10 COMETA 65,9 65,7 92,4 111,0 20,1% 1,0% 0,9% 1,3% 1,5%

11 ADVEO ITALIA 86,9 86,3 79,7 75,0 -5,9% 1,3% 1,2% 1,1% 1,0%

12 IL TRIANGOLO 61,7 66,6 77,5 86,0 11,0% 0,9% 0,9% 1,1% 1,1%

13 EXCLUSIVE NETWORKS 10,9 56,5 75,5 87,0 15,2% 0,2% 0,8% 1,0% 1,1%

14 FOCELDA 46,8 50,3 58,8 64,0 8,8% 0,7% 0,7% 0,8% 0,8%

15 ADL AMERICAN DATALINE 49,8 51,4 52,1 52,5 0,7% 0,8% 0,7% 0,7% 0,7%

16 ICOS 49,0 38,7 51,4 58,0 12,9% 0,7% 0,5% 0,7% 0,8%

17 RUNNER 43,0 43,3 40,2 39,0 -3,0% 0,7% 0,6% 0,6% 0,5%

18 ALTINIA DISTRIBUZIONE 27,6 32,1 36,3 40,0 10,2% 0,4% 0,4% 0,5% 0,5%

19 DACOM 23,9 26,6 33,7 39,0 15,7% 0,4% 0,4% 0,5% 0,5%

20 AVNET TS ITALY 34,0 32,0 31,0 30,5 -1,6% 0,5% 0,4% 0,4% 0,4%

Revenue of the first 20 Wholesalers 5.471,9 6.224,4 6.529,3 6.837,3 4,7% 83,7% 87,1% 89,4% 89,7%

Revenue of the other Wholesalers 1.065,0 925,2 778,2 786,7 1,1% 16,3% 12,9% 10,6% 10,3%

Total revenue 6.536,8 7.149,6 7.307,5 7.624,0 4,3% 100,0% 100,0% 100,0% 100,0%

Revenue intra company 376,8 339,6 317,5 297,7 -6,2%

Total revenue consolidated 6.160,0 6.810,0 6.990,0 7.326,3 4,8%

Source: Context, November 2017

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The Company

The industry


#1 in Spain

Revenue Var. % Share %

WHOLESALERS 2014 2015 2016 2017 17/16 2015 2016 2017

1 ESPRINET IBERICA 902,0 1.280,5 1.019,9 1.197,4 17% 22,5% 18,1% 18,8%

2 TECH DATA (1) 866,0 947,6 898,0 1.145,0 28% 16,6% 15,9% 18,0%

3 INGRAM MICRO (1) 660,0 645,4 730,0 930,0 27% 11,3% 12,9% 14,6%

4 ARROW ECS 340,0 420,1 500,0 575,0 15% 7,4% 8,9% 9,0%

5 MCR 200,0 235,0 241,0 280,0 16% 4,1% 4,3% 4,4%

6 GTI (1) 168,0 203,2 215,0 230,0 7% 3,6% 3,8% 3,6%

7 BRIGHSTAR (2) 433,0 124,4 109,4 120,3 10% 2,2% 1,9% 1,9%

8 GLOBOMATIK 69,5 92,0 118,0 28% 1,2% 1,6% 1,9%

9 DMI 63,0 86,0 90,2 112,0 24% 1,5% 1,6% 1,8%

10 DEPAU 75,2 95,5 108,1 13% 1,3% 1,7% 1,7%

Revenue of the first 10 Distributors 3.632,0 4.086,9 3.991,0 4.815,9

Total Revenue of the first 100 Distributors 5.450,0 5.702,5 5.649,2 6.369,0

Source:Channel Partner, March 2018For Esprinet and Tech Data billings in Portugal are not included

(1) Forecast Channel Partner for 2018(2) Forecast Channel Partner based on GFK/Context for 2018

Latest update

The Company

The industry


Distributors’ route gaining share vs direct model R

ole

of d

istr

ibut

ors

is e

xpec

ted

to in

crea

se s

ince

…

ICT

mar

ket:

sha

re in

term

edia

ted

by d

istr

ibut

ors

(% /

20

11-2

016

)

+15,6%

35,0% 35,5%39,9%

43,5%46,9%

50,6%

2011 2012 2013 2014 2015 2016

30,7% 32,0%35,9%

41,0%43,5%

46,2%

2011 2012 2013 2014 2015 2016

+15,5%

• … deflation in the hardware market is making direct sales less attractive

• … IT offering is experiencing increasing complexity and heterogeneity

• … small-medium enterprises using distributors as main route to market are growing share

• … increasing channel usage by Vendors previously oriented to the direct sale

• … new pure play vendors, focused on new technologies/ niche applications with value distributors

as road to mass market

Source: Sirmi; Company internal data; Expert interviews; Bain analysis April 2017; DB Context

Latest update

The Company

The industry


Common industry policies: Stock Protection

«Stock Protection Clause»

A contractual agreement, in which the Vendor assumes the risk of inventory devaluation arising from purchase list price reductions planned by the Vendor itself.

This scheme is important given the intrinsic historical deflationary trend in the IT & Consumer Electronics industry.

This clause typically provides a contractual protection for 30 up to 60 days from receipt of the goods in the warehouse of the Distributor

During such contractual period, the Vendor undertakes to reimburse, by issuing so called «Stock Protection Credit Notes», the loss of stock value incurred by the Distributor on the products in stock in the moment the same products are made available for purchase by the Vendor at a new, lower, purchase list price.

This mechanism is normally available for official distributors only.

Vendors routinely offer to Distributors different contractual schemes to shield the economic risks of their inventories.

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The industry


Credit Management Policy

A strict credit management policy provides mitigation to risks associated to Trade Receivables:

All customers undergo strict credit checks based on:• number of factors including their historical financial performance• their history• management quality as well as payment performance with the market and with our

Group.

CREDIT SCORING INDEX for EACH CUSTOMER

Sales team request credit lines based on: • expected volumes • payment terms • seasonality

Smartphone vendors switch go to market strategies

The Credit Department grants credit lines depending on the credit scoring as well as the level of risk mitigation available. The Group utilizes multiple top-rated Credit Insurance Companies shielding the risk of default of debtors with deductibles typically between 10% to 15% of the insured value.

Credit limits are exceeded then customers are placed in credit hold and no further sales are allowed.

As an alternative, trade receivables might be sold “without-recourse” to factoring entities. When factoring happens, being a true-sale, no deductibles are involved and the credit risk is entirely transferred to the factoring company.

Sometimes the Group takes some risk on its books by issuing a Credit Limit that exceeds the value of the Credit Insurance coverage.

All trade receivables that are not insured or sold to factoring companies are netted by specific bad-debts provisions which are set aside in case of delinquency over specific number of days or in case of realized or expected default of the debtor

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The industry


Factoring and Securitization of Trade Receivables

Trade receivables that are sold to a factoring company or to the conduit of the Securitization Program are deconsolidated from the Balance Sheet. The cost of the factoring or securitization is split into the financing cost, which is deducted from the Gross Profit and the credit insurance cost, which is charged to the SG&A The Factoring program is typically a recurring program on selected top-rated Retailers and Corporate Resellers

The Securitization of Trade Receivables is a recurring program typically aimed at small and mid-sized reseller with medium to high average credit standing

When a true-sale of receivables happens under the Factoring or Securitization programs, the DSO of these programs is typically 10 to 15 days, the average time to sell the receivables and cash the proceedings from the factoring companies. This means that a higher level of sales to Retailers or Corporate Resellers, that typically would imply a higher DSO, effectively converts into proportionally lower Gross Profit Margins and higher SG&A because of the commissions paid to factoring or securitization, and in a lower DSO because of the reduced amount of receivables in the balance sheet.

Factoring and Securitization of Trade Receivables are both used to reduce the level of credit risk, when Credit Insurance is not available, as well as a way to manage credit collection

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The industry


Gross Profit Dynamics

Commoditized product categories, such as Notebooks, typically allow for lower Gross Profits Margins as compared to product where a lot of sales efforts are needed to convince customers on selling or using them, or products that need a lot of technical expertise to be sold such as the case of many datacentre products;

Gross Profit is a key metric of the industry and typically are a function of a number of factors:

Product categories

Highly known vendors with a strong brand recognition tend to provide less Gross Profit Margins than vendors that are in a less developed stage of their journey towards brand recognition

Vendors that have a strong market share within a Distributor or a generic strong impact on its overall performance typically provide less Gross Profit margins than Vendors that have no major impact on the Distributor;

Vendor relative strength

CustomerPayment terms

Customerstrength

Market Development

Funds or Co-Marketing

funds

Vendor Paymentterms

Most Vendors allocate at

Country level marketing funds


Governance

Latest update

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The industry


Star requirements / Compliance to Corporate Governance Code

Esprinet Spalisted in the STAR Segment

voluntarily adhere to and comply with strict requirements

High transparency, disclosure requirements and liquidity (free float of minimum 35%)

Corporate Governance in line with international standards

Major requirements to mantain the STAR ‘status’ are the following

Interim financial statements available to the public within 45 days from the end of first, third and fourth quarter

Favourable auditor’s report on their latest individual and consolidated annual financial statements

Consolidated annual financial statements not challenged by Consob

Bi-lingual publication on the websites

Mandatory presence of a qualified investor relator and a “specialist”

Adoption of the models provided for in art. 6 of Leg Decree 231/2001

Application of Corporate Governance Code

Esprinet is fully compliant(1) with the Code of self-discipline (Corporate Governance Code).(1) With two minor exceptions which are explained as permitted by the Code

The market segment of Borsa Italiana’s equity market (MTA-MercatoTelematico Azionairo)

Dedicated to mid-size companies with a capitalization less than 1.0 euro/bln

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Corporate Governance: Board of Directors

Francesco Monti, was born in Bovisio Masciago on 1st April 1946. With a diploma in industrial electronics, he began his professional career as sales supervisor for companies operating in the components industry. He was among the founding members of Comprel where he served as the Sole Executive. He served as Chairman of Comprelbeginning in 1983 and, following the merger with Celomax, he has served as Chairman of Esprinet.

Maurizio Rota, was born in Milan on 22 December 1957. After his early professional experiences as sales supervisor for companies operating in the information technology industry, in 1986 he founded Micromax, serving as the company's Chairman. Until 1999, he developed and consolidated the company, focusing in particular on relations with the major manufacturers, making the decisive contribution to the implementation of the company's business strategies. Following the formation of Celomax, for which Mr. Rota was one of the main sponsors, he served as Managing Director and later as Vice Chairman. Today Mr. Rota is the Vice Chairman and Chief Executive Officer of Esprinet.

Alessandro Cattani, was born in Milan on 15 August 1963. After completing his first degree in electronic engineering, he earned a management Master ("CEGA") at the Bocconi University in Milan. He began his professional career at Scriba S.p.A. where, until 1990, he served as Management Assistant, but also as Executive Director of the company which had the task of managing the group's information technology. From 1990 to 2000 Mr. Cattani worked on the development of management consulting projects and he currently serves Esprinet as Chief ExecutiveOfficer.

Name Position Executive Ind. Strategy Committee

Control and risks Comm.

Remuneration and

Appointment Comm.

Competitiveness and

sustainability Comm.

Francesco Monti Chairman

Maurizio RotaDeputy

Chairman and CEO

Alessandro Cattani CEO

Valerio Casari Director & CFO

Matteo Stefanelli Director

Tommaso Stefanelli Director

Marco Monti Director

Mario Massari Director

Chiara Mauri Director

Cristina Galbusera Director

EmanuelaPrandelli Director

Ariela Caglio Director

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Shareholders

Banca IMI (Intesa Sanpaolo) Gabriele Berti

Intermonte Edoardo Girelli

Twice SIM Lucia Saluzzi

Shareholder N° ordinary shares locked-up

% on totalissued shares

% on total locked-up shares

TOTAL 16.819.135 32,095% 100,000%

Francesco Monti 8.232.070 15,709% 48,945%

Paolo Stefanelli 3.900,000 7,442% 23,188%

Tommaso Stefanelli 750,000 1,431% 4,459%

Matteo Stefanelli 750,000 1,431% 4,459%

Maurizio Rota 2.652.458 5,010% 15,610%

Alessandro Cattani 561.607 1,072% 3,339%

On February 24 2016, the here below mentioned people entered

into a shareholders’ agreement with effectiveness and validity

until February 22nd 2019.

The Agreement indicates no. 16,819.135 Esprinet S.p.A. ordinary

shares out of 52,404,340 totaling ~32% of share capital.

The following table shows the parties to the Agreement and gives

a separate indication of no. of ordinary shares which are

transferred to the Agreement.

Italian Stock Exchange (PRT)Number of shares: 52.4 millionShares trading 30d avg vol: 113K

Sha

reho

lder

s’ b

ase

and

acti

ve b

roke

rs Shareholders' agreement32,1%

Own shares1,2%

Others66,7%

Shareholders' agreement Own shares Others

Sha

reho

lder

s’ a

gree

men

t en

sure

s lo

ng-t

erm

sta

bilit

y

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Code and principles

The Code of Ethics applies to all activities performed by or in the name and on behalf of Esprinet S.p.A. and its subsidiaries (hereafter also the "Group or the " Group Company").The Code of Ethics:I. lays down conduct guidelines and

regulates the body of rights, duties and responsibilities the Group expressly assumes vis-à-vis its own stakeholders

II. defines the ethical criteria adopted for achieving a proper balance between the expectation and interests of the various stakeholders

III. incorporates principles of conduct and guidelines on potentially sensitives areas.

The Esprinet Group wishes to establish commercial relations with its own suppliers and business partners that are characterised by transparency, fairness and ethical trading practices.The development of transparent long-term relationships with suppliers, attention to quality, safety and respect of the environment and compliance with applicable laws represent objectives that must be pursued with a view to consolidating the added value created for stakeholders.Therefore, in conjunction with the Code of Ethics adopted by Esprinet S.p.A. and its subsidiaries,the Group has defined a Code of Conduct to serve as a guide to long-term supply chain relations.

This document, entitled “Organisationand Management Model pursuant to “Legislative Decree 231/2001” (hereinafter called “the Model”), has been drawn up to implement the terms of ss. 6.1.a and 6.1.b, 6.2, 7.2 and 7.3 of Legislative Decree no. 231 of 08.06.2001 (hereinafter called "the Decree").The Model is the management reference document which institutes a corporate prevention and control system designed to prevent the offences specified in the Decree from being committed.The Ethical Code enclosed summarizes the values, correctness and loyalty by which the Esprinet Group is inspired and constitutes the base of our Organizational, Administrative and Control Models. The Code has been adopted by the company in order to prevent any occupational hazards or risks in view of the D. Lgs. 231/2001 law.On October 30th 2013 the companies Board of Directors accepted a new and updated version of the Organizational, Administrative and Control Models which substitutes the previous version approved on March 14th, 2012.

Code of Ethics Code of Conduct «231» Organisation Model

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Social Responsibility Report: key metrics

Source: Esprinet S.p.A. 2017 Corporate Social Responsibility Report

Group Headquarter:Esprinet S.p.A.Via Energy Park 20 Vimercate (Italy) www.esprinet.com

Investor Contacts:http://investor.esprinet.com

[email protected]

Chief Investor Relations Officer:Michele Bertacco

[email protected]

Italian Star Conference - investor.esprinet.com06.04.2018]Star... · • Product Mix • Customer mix ... • A multidivisional Sales & Marketing organizational ... Micromax and Comprel,

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