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Cellularline — AGM Information 2021
Apr 28, 2021
4473_rns_2021-04-28_0179c483-4f9d-4ac6-ab69-3837aad9045f.pdf
AGM Information
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CELLULARLINE S.p.A.: ORDINARY SHAREHOLDERS' MEETING
- Approval of the Financial statements as at 31 December 2020.
- Approval of the allocation of profit for the year.
- Approval of the Report on the remuneration policy and fees paid.
- Approval of the incentive remuneration plan based on financial instruments, called the "Cellularline Group 2021-2023 Incentive Plan".
- Approval of the increase of the number of members of the Board of Directors from 10 to 11. Appointment of a member of the Board of Directors and supplementation of the directors' fees.
Reggio Emilia, 28 April 2021 - The Shareholders' Meeting of Cellularline S.p.A. (hereinafter "Cellularline" or the "Company"), a leading company in the smartphone and tablet accessories sector listed on the STAR Segment of the Italian Electronic Equity Market, met today at the registered office and approved all the proposals on the agenda.
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Approval of the Financial statements as at 31 December 2020
The Shareholders' Meeting has approved the Financial statements as at 31 December 2020, as proposed by the Board of Directors on 18 March 2021. The Company closed the year with revenues from sales of Euro 96,647 thousand, profit equal to Euro 13,190 thousand and a shareholders' equity equal to Euro 208,935 thousand. The Company's Consolidated financial statements for the year as at 31 December 2020 report revenues from sales of Euro 104,540 thousand, a Group net profit of Euro 13,900 thousand and a Group shareholders' equity equal to Euro 208,455 thousand.
Approval of the allocation of profit for the year
The Shareholders' Meeting has resolved to allocate the profit for the year ended as at 31 December 2020, of Euro 13,190 thousand, to the legal reserve in the amount of Euro 660 thousand and as profit carried forward for Euro 12,530 thousand.
Approval of the Report on remuneration
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 Art. 123-ter and Italian Legislative Decree no. 58 of 24 February 1998 and Articles 84-quarter of Consob Regulation no. 11971 of 14 May 1999, as subsequently amended.
The Shareholders' Meeting has resolved in favour of the first section of the Report on remuneration and approved 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.
Approval of the incentive remuneration plan
The Shareholders' Meeting has examined the Information document about the Cellularline S.p.A. financial instrument-based incentive and loyalty plan called the "Cellularline S.p.A. 2021-2023 Incentive Plan" (the "Plan") prepared by the Company's Board of Directors in accordance with Art. 114-bis of Italian Legislative Decree no. 58/1998 (the "TUF").
The Shareholders' Meeting has approved the Plan, the regulation of which will be approved by the Cellularline S.p.A. Board of Directors after this resolution, conferring upon the Cellularline S.p.A. Board of Directors 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 of them, to proceed with the assignments to the beneficiaries, to determine the target value and verify the level of achievement of the performance objectives, as well as other conditions envisaged by the "Plan" for the accrual of the Rights and the 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 the 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., jointly and severally, without prejudice to the fact that all the decisions relative to and/or regarding a beneficiary of said plan who is also an executive Director of the Company (as for all other decisions relative to and/or regarding the management and/or implementation of the plan in his regard) shall remain the exclusive competence of the Board of Directors.
Increase of the number of members of the Board of Directors from 10 to 11. Appointment of a member of the Board of Directors and supplementation of the directors' fees
The Shareholders' Meeting has approved the proposal to increase the number of members of the Board of Directors from the current 10 to 11 and to appoint Marco Di Lorenzo as new member of the Board of Directors, declaring that his term of office shall have the same end date as the directors already in office, i.e. until approval of the financial statements relative to the year ended as at 31 December 2022.
The Shareholders' Meeting has also resolved to increase the gross annual fees of the directors, previously approved by the shareholders' meeting on 24 April 2020, determining the gross annual fees of the directors as a maximum of Euro 372,000, including those assigned specific offices and members of the board committees.
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The set of Financial statements approved by the Shareholders' Meeting, containing the Financial statements as at 31 December 2020 complete with the Report by the Board of Auditors and the Independent Auditors' Report, the CV and the appointments already held by the newly-elected Director, are available on the website at www.cellularlinegroup.com, in the Investor Relations section.
The summary report of votes and the minutes of the shareholders' meeting will be made available on the Company's website www.cellularlinegroup.com, in the Investor Relations section, in accordance with the terms and conditions laid down by current legislation.
Cellularline S.p.A., founded in Reggio Emilia in 1990, is, together with its brands Cellularline, PLOOS, AQL, MusicSound, Interphone and Skross, 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 240 employees. Cellularline brand products are sold in over 60 countries.
E-mail: [email protected] Tel. +39 02 72023535
Cellularline S.p.A. - Investor Relations Barabino & Partners - Media Relations Federico Vercellino E-mail: [email protected] Mobile: +39 331 5745171