PRESS RELEASE

ORDINARY SHAREHOLDERS' MEETING OF CELLULARLINE S.P.A.

  • The financial statements as at 31 December 2023 have been approved
  • The allocation of the year's result has been approved, along with the distribution of a cash dividend - partly ordinary, up to the full amount of the year's profit, and partly extraordinary, from available reserves - and an additional extraordinary dividend through the assignment of treasury shares held in portfolio
  • Report on the remuneration policy and fees paid approved.
  • An incentive remuneration plan based on financial instruments has been approved, called the
    "Cellularline S.p.A. 2024-2026 Incentive Plan".

Reggio Emilia, 24 April 2024 - The Shareholders' Meeting of Cellularline S.p.A. (hereinafter referred to as 'Cellularline' or the 'Company' or the 'Group'), a leading European company in the sector of accessories for smartphones and tablets, listed on Euronext STAR Milan, which met today in ordinary session at the company's registered office, has approved all proposals on the agenda.

Approval of the Financial statements as at 31 December 2023

The Shareholders' Meeting has approved the Financial statements as at 31 December 2023, as proposed by the Board of Directors on 13 March 2024. Cellularline S.p.A. closed the year with revenues from sales of Euro

126.8 million, a period economic result of Euro 1.1 million and shareholders' equity equal to Euro 128.1 million. The Group's Consolidated financial statements for the year as at 31 December 2023 report revenues from sales of Euro 158.6 million, a Group net profit of Euro 3.6 million and a Group shareholders' equity equal to Euro 134.7 million.

Approval of the allocation of the year's result and distribution of an ordinary dividend1, partly in cash and partly in shares

The Shareholders' Meeting has resolved to allocate the profit for the financial year ending 31 December 2023, amounting to Euro 1,136,461, to the distribution of an ordinary dividend of Euro 0.054 per share.

In addition, the Shareholders' Meeting has resolved to distribute, as a dividend, a portion of the "Retained Earnings Reserve" in cash in the amount of Euro 0.033 per eligible ordinary share, and thus for a maximum of Euro 697,752, and a dividend through the free assignment to shareholders of a maximum of 329,420 ordinary treasury shares (corresponding to 1.51% of the share capital), in the amount of 1 ordinary share for every 64 ordinary shares held, excluding shares in the Company's portfolio on the day prior to the ex-dividend date.

The dividend distribution schedule is as follows: ex-dividend date 20 May 2024, record date 21 May 2024 and payment from 22 May 2024.

The shares allocated will be made available to those entitled to them, through the intermediaries belonging to the centralised management system at Euronext Securities Milan. In the event that the shares held by the

1 The term 'ordinary' is used in accordance with stock exchange practice

1

shareholder as of 20 May 2024 (ex-dividend date) do not entitle the shareholder to a whole number of shares, the Cellularline shares, to be allocated on 21 May 2024 (record date) will be rounded down to the nearest whole number.

In this regard, it is also announced that the information document prepared pursuant to Article 1, paragraph 4, letter h) of Regulation (EU) 2017/1129, containing information on the number and nature of the treasury shares subject to allocation and the reasons and details of the transaction, is available to the public, as of today, at the registered office in Reggio Emilia, via Lambrakis 1/A, on the authorised storage mechanism "1infostorage" of Computershare S.p.A. at the address www.1info.it and published on the Company's website at the address www.cellularlinegroup.com.

Report on the remuneration policy and fees paid approved

The Shareholders' Meeting has examined the Report on the Remuneration Policy and fees paid (the "Report on Remuneration") prepared by the Company's Board of Directors in accordance with Articles 123-ter and Italian Legislative Decree no. 58/1998 (the 'Consolidated Finance Act') and Article 84-quater of Consob Regulation no. 11971/1999 and prepared in accordance with Annex 3A, Schedule 7-bis of the same Issuers' Regulation.

The Shareholders' Meeting has approved the first section of the Report on remuneration and, therefore the policy for the remuneration of members of the Company's administrative bodies, general managers and key managers.

The Shareholders' Meeting has also resolved in favour of the second section of the Report on remuneration.

An incentive remuneration plan based on financial instruments has been approved, called the "Cellularline S.p.A. 2024-2026 Incentive Plan"

After having examined the relevant Information Document, the Shareholders' Meeting has approved the Cellularline S.p.A. financial instrument-based incentive and loyalty plan called the "Cellularline S.p.A. 2024- 2026 Incentive Plan", the regulation of which will be approved later by the Cellularline S.p.A. Board of Directors, to which the Shareholders' Meeting has conferred all and any powers necessary and/or appropriate to duly execute said Plan, including, merely by way of example, all powers to identify the beneficiaries and determine the number of "Rights" to be assigned to each, to proceed with the assignments to the beneficiaries, to determine the target value and verify the level of achievement of the performance objectives and other conditions envisaged by the "Cellularline S.p.A. 2024-2026Incentive Plan" for the accrual of the Rights and consequent attribution to the beneficiaries of ordinary shares in the Company, as well as to carry out all acts, deeds and formalities and make all communications as are necessary or appropriate to manage and/or implement said plan and the related regulation, with the faculty to delegate its powers, duties and responsibilities in respect of the execution and application of the plan to each of the Chief Executive Officers of Cellularline S.p.A..

***

This press release is available on the Company's website www.cellularlinegroup.com, Investors/Press Releases section and on the authorised storage system www.1info.it.

The Financial Statements for FY 2023 approved by the Shareholders' Meeting, containing the Directors' Report, the certifications pursuant to Article 154-bis, paragraph 5 of Legislative Decree No. 58 of 24 February 1998 (the "Consolidated Law on Finance"), as well as the Reports prepared by the Independent Auditors and

2

the Board of Statutory Auditors, is available on the website at https://www.cellularlinegroup.com/in the section "Governance/Shareholders' Meeting/2024".

A summary of votes cast and the minutes of the shareholders' meeting will be made available on the Company's website www.cellularlinegroup.com, in the section "Governance/Shareholders' Meeting/2024" in the manner and within the terms provided for by the regulations in force.

***

Cellularline S.p.A., founded in Reggio Emilia in 1990, is, together with its brands Cellularline, PLOOS, AQL, MusicSound, Interphone, Nova, Skross, Coverlab, Allogio and Peter Jäckel, the leading company in the smartphone and tablet accessories sector. The Group is at the technological and creative forefront of the multimedia device accessories industry, striving to deliver products synonymous with outstanding performance, ease of use and a unique user experience. The Group currently has 250 employees. Cellularline brand products are sold in over 60 countries.

Cellularline S.p.A. - Investor Relations

Close to Media - Press Office

ir@cellularlinegroup.com

Enrico Bandini +39 335 8484706

enrico.bandini@closetomedia.it

Alberto Selvatico +39 334 6867480

alberto.selvatico@closetomedia.it

Davide Casi

davide.casi@closetomedia.it

3

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Cellularline S.p.A. published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 14:20:02 UTC.