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Cellularline — AGM Information 2023
Nov 22, 2023
4473_rns_2023-11-22_9cac2e5a-e65c-43f5-b86a-ec1a485213a4.pdf
AGM Information
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PRESS RELEASE
CELLULARLINE: ORDINARY SHAREHOLDERS' MEETING APPROVES THE AUTHORISATION TO PURCHASE AND DISPOSE OF TREASURY SHARES
THE BOARD OF DIRECTORS HAS APPROVED THE START OF THE SHARE BUYBACK PROGRAMME AS OF 23 NOVEMBER 2023 FOR A MAXIMUM AMOUNT OF EURO 3 MILLION.
INTESA SANPAOLO S.P.A. APPOINTED TO IMPLEMENT THE PROGRAMME.
Reggio Emilia, 22 November 2023 - The shareholders' meeting of Cellularline S.p.A. (hereinafter "Cellularline" or the "Company"), leaders in the sector of accessories for smartphones and tablets, listed on Euronext Milan - STAR Segment, met today at the Company's registered office (the "Shareholders' Meeting") and approved the only proposal on the agenda, resolving to authorise the Board of Directors to purchase and dispose of the Company's treasury shares.
For more details about the proposed authorisation to purchase and dispose of treasury shares, refer to the press release dated 16 October 2023 and the Board of Directors' Explanatory Report to the Shareholders' Meeting, available on the Company's website www.cellularlinegroup.com.
The Company further announces that Cellularline's Board of Directors also met today and, on the basis of the authorisation resolution approved by the Shareholders' Meeting, commenced the programme for the purchase and disposal of treasury shares (the "Programme"), starting 23 November 2023.
More specifically, in accordance with the resolutions passed by the Shareholders' Meeting, the Board of Directors resolved that the purchase will be carried out in one or more tranches, up to a maximum number of Cellularline shares (ISIN: IT0005244618) of 1,003,566, corresponding to approx. 4.6% of the share capital, for a maximum equivalent value of Euro 3.0 million.
It is recalled that to date, the Company holds 527,207 treasury shares, equal to 2.4% of the share capital.
Objective of the Programme
The Programme aims to:
i. preserve for subsequent use, including, by way of example, price in extraordinary transactions, including the exchange or sale of shareholdings to be realised through an exchange, contribution or other act of disposition and/or use, with other parties, or the allocation to the service of bonds convertible into shares of the Company or bonds with warrants;
- ii. service future remuneration and incentive plans based on financial instruments reserved for the directors and employees of the Company and/or the companies directly or indirectly controlled by it, either by granting purchase options free of charge, or by allocating shares free of charge (so-called stock option and stock grant plans);
- iii. serve any future programmes of free assignment of shares to shareholders.
Duration of the Programme
The programme will run for eighteen months from the date of the Shareholders' Meeting.
Method of execution
Share purchases can be made at a price no less than 15% below and no more than 15% above the reference price recorded by the stock in the stock exchange session of the day preceding each individual transaction.
Purchases will be carried out in respect of equal treatment of shareholders. Therefore, purchases will be made on Euronext STAR Milan, managed by Borsa Italiana S.p.A., in accordance with the obligations for trading, terms and conditions set out in Article 5 of Regulation (EU) 596/2014 (the "Market Abuse Regulation", or "MAR") and in the practices permitted under Article 13 MAR.
The maximum number of ordinary treasury shares that may be purchased daily may not exceed 25% of the average daily volume of shares, defined in accordance with Art. 3 paragraph 3, of Commission Delegated Regulation (EU) 2016/1052, on the trading venue where the purchase is made.
For the implementation of the purchase programme, the Board of Directors has entrusted Intesa Sanpaolo S.p.A. with the task of coordinating the share buyback programme. The intermediary will proceed with the purchase of Cellularline shares fully independently, in respect of the parameters and criteria defined contractually beforehand plus the restrictions of applicable legislation and the Shareholders' Meeting resolution.
Cellularline will disclose the details of purchases and any instructions executed and any other information, according to the time-scales set forth in the applicable legislation.
Any changes to the purchase programme and the information already published will be promptly communicated by the Company.
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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, 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 [email protected] Enrico Bandini +39 335 8484706
Alberto Selvatico +39 334 6867480 [email protected] Davide Casi [email protected]