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Cellularline
AGM Information • Apr 17, 2025
4473_rns_2025-04-17_cdd2facd-2bee-4477-bbdd-2d41a9c43c24.pdf
AGM Information
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PRESS RELEASE
ORDINARY SHAREHOLDERS' MEETING OF CELLULARLINE S.P.A.
- The financial statements as at 31 December 2024 have been approved.
- The allocation of the profit for the year and the distribution of an ordinary dividend partly in cash and partly through the allocation of treasury shares have been approved.
- Report on the remuneration policy and fees paid approved.
- The authorisation to purchase and dispose of treasury shares subject to revocation of the authorisation resolution passed by the Ordinary Shareholders' Meeting on 22 November 2023 for the unexecuted portion has been approved.
Reggio Emilia, 17 April 2025 - The Shareholders' Meeting of Cellularline S.p.A. (hereinafter "Cellularline" or the "Company" or the "Group"), a leading European company in the smartphone and tablet accessories sector, listed on Euronext STAR Milan, met today in ordinary session at the registered office and approved all the proposals on the agenda.
Approval of the financial statements as at 31 December 2024.
The Shareholders' Meeting has approved the financial statements as at 31 December 2024, as proposed by the Board of Directors on 10 March 2025. Cellularline S.p.A. closed the year with revenues from sales of Euro 130.9 million, a period economic result of Euro 4.0 million and shareholders' equity equal to Euro 129.3 million. The Group's Consolidated financial statements for the year as at 31 December 2024 report revenues from sales of Euro 164.3 million, a Group net profit of Euro 5.6 million, and a Group shareholders' equity equal to Euro 137.1 million.
The allocation of the profit for the year and distribution of an ordinary dividend1 , partly in cash and partly through the allocation of treasury shares has been approved.
The Shareholders' Meeting resolved to allocate the profit for the year ended as at 31 December 2024 of EUR 4,020,864 as follows:
- Distribution of a cash dividend in the amount of EUR 0.093 per eligible ordinary share and a dividend through free assignment to shareholders of a maximum of 345,197 ordinary treasury shares, in the amount of 1 ordinary treasury share for every 61 ordinary shares held, excluding treasury shares.
- Allocation of residual profit to the "Retained earnings reserve".
The dividend distribution schedule is as follows: ex-dividend date 19 May 2025, record date 20 May 2025 and payment date 21 May 2025.
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 also used in accordance with stock exchange practice.
shareholder on May 20, 2025 (record date) do not entitle the shareholder to a whole number of shares, the Cellularline shares, to be allocated on May 21, 2025 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 "storage" of Computershare S.p.A. at the address and published on the Company's website at the address www.cellularlinegroup.com.
The Report on the remuneration policy and fees paid has been 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.
The authorisation to purchase and dispose of treasury shares subject to revocation of the authorisation resolution passed by the Ordinary Shareholders' Meeting on 22 November 2023 for the unexecuted portion has been approved.
The Shareholders' Meeting approved the proposal on the agenda, resolving to authorise the Board of Directors to purchase and dispose of the Company's treasury shares.
For further details regarding the proposed authorisation to purchase and dispose of treasury shares, please refer to the press release of 10 March 2025 and the Board of Directors' Explanatory Report to the Shareholders' Meeting, available on the Company's website www.cellularlinegroup.com.
This press release is available on the Company's website www.cellularlinegroup.com, Investors/Press Releases section and on the authorised storage system .
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The Annual Report containing the Financial Statements for the year 2024 as approved by the Shareholders' Meeting, containing the Report on Operations, the certifications pursuant to Article 154-bis, paragraph 5 of Legislative Decree No. 58 of 24 February 1998 ("TUF"), as well as the Reports prepared by the Independent Auditors and the Board of Statutory Auditors, is available on the website at https://www.cellularlinegroup.com/in the section "Governance/Shareholders' Meeting/2025".
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 section "Governance/Shareholders' Meeting/2025", 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, Interphone, MusicSound, Ploos+, Skross, Q2Power, Nova, Coverlab, Allogio, Peter Jäckel, Newrban, Film&Go and Style&Go, 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 300 employees. Cellularline brand products are sold in over 60 countries.