Cellularline — AGM Information 2022

Apr 27, 2022

PRESS RELEASE

CELLULARLINE: ORDINARY SHAREHOLDERS' MEETING

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• Approval of the Financial statements as at 31 December 2021.
• Approval of allocation of the result for the year.
• Approval of distribution of an extraordinary dividend.
• Approval of the Report on the remuneration policy and fees paid.
• Authorisation approved for the Board of Directors to purchase and dispose of treasury shares.
• Appointment of Davide Danieli as new member of the Board of Directors.

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Reggio Emilia, 27 April 2022 - 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 Euronext Milan, met today at the registered office and approved all the proposals on the agenda.

Approval of the Financial statements as at 31 December 2021

The Shareholders' Meeting has approved the Annual financial statements as at 31 December 2021, as proposed by the Board of Directors on 17 March 2022. The Company closed the year with revenues from sales of Euro 97,947 thousand, losses equal to Euro 4,862,141.76 and shareholders' equity equal to Euro 204,125 thousand. The Company's Consolidated financial statements for the year as at 31 December 2021 report revenues from sales of Euro 110,575 thousand, a Group net losses of Euro 3,846 thousand and Group shareholders' equity equal to Euro 205,359 thousand.

Approval of allocation of the result for the year

The Shareholders' Meeting resolved to approve coverage of the loss for the year, amounting to Euro 4,862,141.76, via use of the Retained Earnings Reserve, which will therefore decrease from Euro 29,877,385.72 (of which Euro 21,583,101.35 are available) to Euro 25,015,243.96 (of which Euro 16,720,959.59 are available).

Distribution of an extraordinary dividend

The Shareholders' Meeting has approved the distribution of a dividend partly in cash and partly through the assignment of treasury shares held in portfolio, according to the procedures described below:

• for the cash portion: the distribution of an amount equal to Euro 0.05 gross for each ordinary share in circulation (excluding treasury shares), using available reserves; and
• as regards the portion in shares: the assignment of treasury shares in portfolio at a ratio of 1 share for every 32 ordinary shares of Cellularline S.p.A. (rounded down to the nearest unit), for a total maximum of 632,240 shares (corresponding to 2.9% of the share capital) that can be entirely withdrawn from the treasury shares held by the Company, with a consequent reduction in the related Reserve.

The proposed dividend distribution schedule is as follows: ex-dividend date 23 May 2022; record date 24 May 2022; payment date 25 May 2022.

Note that the total amount of the proposed dividend balance of Euro 0.16 per share is to be understood from a stock exchange point of view as ordinary.

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 "storage" of Computershare S.p.A. at the address and published on the Company's website at the address www.cellularlinegroup.com.

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 Art. 84-quater of Consob's Regulation 11971 of 14 May 1999.

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.

Proposal to purchase treasury shares (Buy Back Plan)

The Shareholders' Meeting has resolved to authorise the Board of Directors to purchase and dispose of treasury shares.

The request for authorisation to purchase or dispose of treasury shares aims at enabling the Company, to purchase and dispose of ordinary shares, in strict compliance with applicable EU and national regulations, as well as in accordance with market practices, from time to time permitted under Article 13 of the Market Abuse Regulation under EU Reg. no. 596/2014 ("MAR").

The authorisation will have a term of eighteen months, for the reasons of liquidity support, preservation for subsequent use, use in service of future compensation and incentive plans and any future programs of free assignment of shares to shareholders.

It is pointed out that the request for authorization to purchase treasury shares is not aimed at the reduction of capital by cancelling the treasury shares purchased.

The purchase may take place up to a maximum number of ordinary shares that does not exceed 7,0% of the share capital in total. With regard to the consideration, the share purchases may be made at a consideration that is no less than 15% lower and no more than 15% higher than the reference price that the stock will have recorded in the stock exchange session on the day prior to each individual transaction, as well as in compliance with the conditions relating to trading set out in article 3 of Delegated Regulation (EU) 2016/1052.

Purchases shall be made in the manner identified from time to time by the Board of Directors in any manner permitted by applicable law.

It is recalled that to date, the Company holds 1,636,505 treasury shares, equal to 7.5% of the share capital.

Appointment of a Director to the Board

The Shareholders' Meeting has resolved to confirm Davide Danieli, already appointed as a Director of the Company by co-optation to replace the resigning Director Stefano Cerrato, as a Director of the Company. The term of office of director Davide Danieli will expire on the date of approval of the financial statements for FY 2022 together with the other directors in office.

The set of financial statements approved by the Shareholders' Meeting, containing the financial statements as at 31 December 2021 complete with the Report by the Board of Auditors and the Independent Auditors' Report, the CV and 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.

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Cellularline S.p.A., founded in Reggio Emilia in 1990, is, together with its brands Cellularline, PLOOS, AQL, MusicSound, Interphone, Nova, Skross and Coverlab, 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 Spencer & Lewis - Press Office E-mail: ir@cellularlinegroup.com Aurelio Calamuneri - 389.5206965

calamuneri@spencerandlewis.com