Cellularline — Earnings Release 2021

Mar 17, 2022

PRESS RELEASE

APPROVAL OF THE DRAFT ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2021

MAIN ECONOMIC INDICATORS ON THE RISE COMPARED TO 2020

NET FINANCIAL INDEBTEDNESS DOWN BY EURO 11.6 MILLION COMPARED TO THE PREVIOUS YEAR THANKS TO STRONG OPERATING CASH FLOW GENERATION

PROPOSED REMUNERATION OF EURO 3.3 MILLION FOR SHAREHOLDERS THROUGH THE DISTRIBUTION OF AN EXTRAORDINARY DIVIDEND FOR TOTAL EURO 0.16 PER SHARE (DIVIDEND YIELD 4.5%)¹

POSITIVE PERFORMANCE IN THE FIRST TWO MONTHS OF THE YEAR, IN LINE WITH EXPECTATIONS

***

• Revenue from sales of Euro 110.6 million (Euro 104.5 million at 31 December 2020)² .
• Adjusted EBITDA³ of Euro 16.1 million (Euro 15.1 million at 31 December 2020), equal to 14.6% of revenue.
• Adjusted Net Result⁴ of Euro 7.4 million (Euro 5.3 million in the period ended 31 December 2020).
• Operating cash flow of Euro 19.1 million (Euro 11.3 million at 31 December 2020).
• Net Financial Indebtedness of Euro 37.4 million (Euro 49.0 million at 31 December 2020); Leverage ratio⁵ down to 2.3x at 31 December 2021.
• The distribution of a total dividend of Euro 0.16 per share is proposed, to be paid partly in cash (Euro 0.05 per share) and partly through the free assignment of treasury shares in the ratio of 1 share for every 32 held.
• Proposal to authorise a new share Buy Back Plan.

***

Reggio Emilia, 17 March 2022 - The Board of Directors of Cellularline S.p.A. (hereinafter "Cellularline" or "Company" or "Group"), a leading European company in the sector of accessories for smartphones and tablets, listed on the Italian Electronic Stock Exchange organised and managed by Borsa Italiana S.p.A.. - STAR segment, today examined and approved the draft Annual Financial Statements and Consolidated Financial Statements at 31 December 2021.

The draft Annual Financial Statements and Consolidated Financial Statements at 31 December 2021 will be filed within the deadline pursuant to Article 154-ter, paragraph 2, of the Consolidated Finance Act at the Company's registered office and at Borsa Italiana S.p.A. They will also be available for consultation on the Company's website, www.cellularlinegroup.com and on the authorised storage mechanism of Computershare S.p.A. at .

¹ The total dividend was calculated considering 632.240 free shares granted for the closing price of Cellularline shares as of 16 March 2022 equal to Euro 3.60 plus the cash dividend equal to Euro 0.05; Dividend Yield calculated as the ratio of distributed earnings per share to the closing price of Cellularline shares as of 16 March 2022.

² Of which Euro 2.6 million related to the contribution for the first seven months of 2021 from Worldconnect, a company consolidated from August 2020 and Euro 0.3 million deriving from the consolidation of Coverlab starting from July 2021.

³ Adjusted EBITDA is calculated as EBITDA adjusted for: i) non-recurring charges/(income), ii) effects of non-recurring events, iii) events relating to extraordinary transactions and iv) operating foreign exchange gains/(losses).

⁴ Adjusted Net Result is calculated as adjusted Result of the Period of the: i) adjustments incorporated in Adjusted EBITDA, ii) adjustments of amortisation and depreciation relating to the Purchase Price Allocation, iii) the impairment losses on the Customer Relationship, iv) adjustments of non-recurring financial charges/(income) and v) the theoretical tax impact of these adjustments.

⁵ Leverage ratio is the ratio of net financial indebtedness to Adjusted EBITDA.

Marco Cagnetta, Co-CEO of the Cellularline Group, commented: "Although we had to operate again this year in a complex environment, we were able to end 2021 with an improvement in the key economic and financial indicators. During the year, we continued to implement the guidelines of our medium- and long-term plan, entering into strategic commercial agreements both in Italy and abroad, strengthening our partnership with leading retailers in the sector and continuing to grow through acquisitions - with the acquisition of the startup Coverlab. All this while promoting a continuous search for product innovation, a distinctive element of our Group's DNA. The commitment to the pursuit of long-term sustainable growth was further strengthened with the publication of the first ESG Report, giving significant acceleration to sustainable innovation with the aim of creating value for the environment and the community as well. The year ahead of us began with many uncertainties, particularly on the geopolitical front; however, the numerous actions and projects put in place by management, corroborated by the results of the first two months of 2022, make us positive about the short and medium-term growth prospects of our Company."

Overview of 2021

The period under review closed with a recovery in the main economic indicators - Revenue from sales, Adjusted EBITDA and Adjusted Net Result - compared with the same period of the previous year, thanks to a gradual recovery in demand.

Balance sheet and financial indicators continue to demonstrate the Group's strength, with Net Financial Indebtedness down sharply at 31 December 2021, due to the Group's operating cash generation capacity.

The Group's performance in 2021 was affected by widely varying trends in the various months and was closely related to developments in the public health emergency and the timing of implementation of the restrictions adopted by the Authorities of the individual countries to contain the outbreak.

The Group has always put in place all the necessary measures to minimise the risks of contagion and to safeguard the safety of its resources, while guaranteeing operational continuity in full compliance with the law.

Analysis of consolidated revenue

In 2021, the Group's Revenue from sales totalled Euro 110.6 million, or 5.8% more than in the same period last year (Euro 104.5 million), thanks to the positive contribution of all three product lines. This amount includes Euro 2.6 million related to the additional contribution in the first seven months of 2021 from Worldconnect AG, a company consolidated as of August 2020, and Euro 0.3 million from the consolidation, as of July 2021, of the newly acquired company Coverlab.

Revenue by product line

The table below shows sales by product line:

Euro millions		Reference period				Change
	FY2021	% of revenue	FY2020	% of revenue	Value	%
Red – Italy	46.0	51.6%	45.0	51.7%	1.0	2.3%
Red – International	43.1	48.4%	42.0	48.3%	1.1	2.6%
Revenue from sales - Red	89.2	80.6%	87.0	83.2%	2.1	2.4%
Black – Italy	4.0	48.9%	3.0	42.9%	0.9	30.2%
Black – International	4.2	51.1%	4.1	57.1%	0.1	2.4%
Revenue from sales - Black	8.1	7.3%	7.1	6.8%	1.0	14.3%
Blue – Italy	9.1	70.8%	7.9	77.4%	1.2	15.5%
Blue – International	3.8	29.2%	2.3	22.6%	1.5	63.7%
Revenue from sales - Blue	12.8	11.6%	10.2	9.7%	2.7	26.4%
Others	0.5	0.4%	0.2	0.2%	0.2	85.4%
Total Revenue from sales	110.6	100.0%	104.5	100.0%	6.0	5.8%

The analysis of sales for the individual product lines shows that:

• the Red Line, which is the Group's core business, through the marketing of accessories for smartphones and tablets and audio products of the Group's proprietary brands, grew by 2.4% (Euro 2.1million), driven equally by the recovery of the domestic and international market demand. The performance of overseas markets includes the positive contribution of Worldconnect (Euro 4.6 million in 2021) thanks to the recovery in the Airport Travel Retail channel following the reopening of some international hubs in the second half of the year;
• the Black Line, which includes Interphone-branded motorcycle accessories, grew by 14.3% compared with the same period of the previous year, thanks in part to the good performance of the on-line channel;
• the Blue Line, dedicated to the sale of third-party brand products for distribution, grew by Euro 2.7 million, equally divided between the increase in demand for Samsung brand products distributed in Italy and the positive contribution of international countries.

Also of note is the positive contribution to Group sales of the newly acquired start-up Coverlab (included in the Red Line), which operates in the personalisation of cases for mobile phones via the e-commerce channel with its proprietary website https://www.coverlab.com.

Revenue by geographical area

The table below shows sales by geographical area:

Euro millions		Reference period				Change
	FY2021	% of revenue	FY2020	% of revenue	Value	%
Italy	59.5	53.8%	56.2	53.7%	3.4	6.0%
International	51.0	46.2%	48.4	46.3%	2.7	5.5%
Total Revenue from sales	110.6	100.0%	104.5	100.0%	6.0	5.8%

With regard to the analysis of sales by geographical area, there is a fair balance between the domestic market (53.8%) and the international market (46.2%), with both showing growth performance compared to 2021 (+6.0% for the former and +5.5% for the latter) thanks to a recovery in demand.

Analysis of operating profit and consolidated profit for the year

The 2021 cost analysis shows that:

• the period Cost of sales came to Euro 62.4 million, equating to 56.4% of revenues, as compared with 57.0% of the same period last year. Net of the non-recurring effect of Euro 1.8 million⁶ , mainly stemming from the effects of Covid-19, which has caused both the collection of unsold goods from our customers and a greater level of obsolescence consequent to the failure to achieve the planned sales, the Cost of sales came to Euro 60.6 million, accounting for 54.8% of revenue, as compared with 55.6% in 2020. The lower incidence of 0.8% is mainly due to the following factors: i) greater absorption of fixed costs related to logistics and ii) more favorable product mix sold.
• Overhead costs ⁷ totalled Euro 53.4 million in the reporting period, corresponding to 48.3% of revenue. Adjusted by the following impacts: i) Purchase Price Allocation⁸ (Euro 6.4 million), ii) D&A (Euro 5.4 million), iii) impairment losses on the Customer Relationship (Euro 7.2 million) following the result of the impairment test and iv) Other non-recurring expenses (Euro 0.5 million)⁹ Overhead costs (Euro 34.0 million) show an incidence of 30.7% on revenues for the period, up by 0.6% compared to 2020. This increase is due to the increased incidence of the following costs: i) personnel expense, mainly following the reduction in the benefit deriving from the use of the social shock absorbers compared to 2020 and the integration of Worldconnect, ii) sales commission following a greater weighting of domestic turnover as compared with international and iii) increase in transport costs from the Far East.

Adjusted EBITDA, amounting to Euro 16.1 million in the period under review, due to the effects described above, is up by 6.7% with a margin on sales of 14.6% (14.4% in 2020).

The positive contribution of Worldconnect to the Group's Adjusted EBITDA of Euro 0.9 million¹⁰, should be noted.

Net financial expenses for the year, amounting to Euro 2.1 million, decreased - net of the change in the fair value of the¹¹ warrants in circulation and the Put & Call options relating to the minorities¹² - mainly due to the lower interest expense accrued on the medium/long-term bank loan (Euro 1.1 million in the period compared to Euro 1.7 million in 2020).

The Adjusted Net Result, equal to Euro 7.4 million, rose by 40.7% compared with the same period of the previous year, primarily due to the recovery in margins described above and a lower tax effect.

The Group's Net Result for the year 2021 was negative for Euro 3.8 million, down compared to the previous year (positive for Euro 13.9 million). It should be pointed out that this item was negatively affected by various non-recurring effects, the main one relating to the impairment losses on the Customer Relationship for Euro 7.2 million, while the previous year had benefited from the recognition of extraordinary tax effects linked to the realignment of the tax value to the carrying amount of the Cellularline and Interphone brands and of the Customer Relationship for Euro 16.3 million.

⁶ In 2021, non-recurring effects included in the Cost of sales (for Euro 1.8 million) relate to Covid-19 for Euro 1.6 million and to other costs for Euro 0.2 million. In 2020, non-recurring effects included in the Cost of sales (for Euro 1.5 million) all related to Covid-19.

⁷ Of which: Sales and distribution costs (Euro 26.3 million), General and administrative costs (Euro 30.4 million) and Other non-operating revenue (Euro 3.4 million).

⁸The purchase price allocation mainly originated from the accounting effects of the business combination in June 2018 and the acquisitions of Systema and Worldconnect.

⁹ Other non-recurring expenses refer to costs related to strategic consulting (Euro 1.3 million), the positive contribution received by Worldconnect from the Swiss government to offset the impacts of Covid-19 for 2021 (Euro 1.3 million) and operating foreign exchange gains and other minor items for (Euro 0.5 million).

¹⁰ This includes the current portion of the contribution received by Worldconnect from the Swiss government to offset the impacts of Covid-19 for 2021.

¹¹ Negative change of Euro 0.8 million in 2021; positive change of Euro 0.7 million in the first nine months of 2020.

¹² No change in 2021; positive change of Euro 1.7 million in 2020.

The Cellularline S.p.A. Net Result for the year 2021 was negative for Euro 4.9 million, down compared to the previous year (positive for Euro 13.2 million).

Analysis of consolidated net financial indebtedness and operating cash flow

Net financial indebtedness, amounting to Euro 37.4 million at 31 December 2021, decreased by Euro 11.6 million compared to the previous year thanks to the high cash generation from operations of Euro 19.1 million (Euro 11.3 million in 2020). The Leverage ratio fell to 2.3x Adjusted EBITDA at the end of 2021 (3.2x in 2020), fully complying with the covenant of the existing loan.

At 31 December 2021, Cash and cash equivalents amounted to Euro 8.1 million, substantially unchanged with respect to 2020.

The low level of indebtedness and the high level of cash generation that characterises the Group's business model, combined with the availability of a committed credit line for acquisitions amounting to Euro 20.0 million, ensure adequate financial flexibility to pursue growth, including through acquisitions.

Significant events in 2021

In addition to that mentioned above, the following events took place in the year:

Appointment of the Chief Corporate & Financial Officer and Manager responsible for preparing the financial information (February): the Board of Directors appointed Davide Danieli - effective 21 April 2021 - as Chief Corporate & Financial Officer and Manager responsible for preparing the financial information pursuant to article 154-bis of Italian Legislative Decree no. 58/1998, having obtained the opinion in favour of the Board of Statutory Auditors.

In addition to having earned a degree in Economics from the University of Turin in 2000 and completed the Executive MBA program at Altis - Università Cattolica of Milan, Mr Danieli has, in his 20-year career, gained vast experience in AFC, Tax and HR and personally contributed to the transformation and digitalisation of business processes, M&As, post-merger integrations and the optimisation of business performance to maximise value for shareholders.

• Shareholders' meeting (April):
• o approval of the Financial Statements for the year ended 31 December 2020 and allocation of the Profit for the year to reserves on the basis of the provisions of the Articles of Association and Article 2430 of the Italian Civil Code, taking into account the exceptional emergency situation generated in 2020 by Covid-19, the current context of socio-economic uncertainty and the difficult assessment of the effects that this continuing situation may still have on the economy;
• o approval of the "2021-2023 Cellularline Group Incentive Plan" (the "Long Term Incentive Plan") for the Company's and the Group's executive directors, key managers and other key resources, with the aim of creating incentives to develop a culture among senior management highly oriented towards creating value and continuously improving business results and the Company's equity performance;
• o approval of the increase in the number of members of the Board of Directors from 10 to 11 and appointment of a new member of the Board of Directors.
• Launch of new Eco-friendly accessories (April): expansion of the BECOME range with new environmentally-friendly chargers and cables produced with biodegradable and compostable materials that allow a significant reduction of the plastic used.
• Conversion of special shares (June): on 4 June 2021, the deadline passed envisaged by Art. 5.6 of the Company Articles of Association for the automatic conversion of the 195,000 remaining Special Shares into Ordinary Shares; said shares have therefore been converted at the ratio of 1 Ordinary Share to each

1 Special Share held, into a total of 195,000 new-issue Ordinary Cellularline Shares, with no change to the amount of share capital.

The Ordinary Shares resulting from the conversion of the Special Shares have been assigned to those entitled with effect from 9 June 2021. Upon completion of the conversion, the Company's new share capital consists of 21,868,189 ordinary shares with no nominal value.

Acquisition of Nicotina S.r.l. (June): 55% of the share capital of Nicotina S.r.l. acquired (later renamed "Coverlab"), an innovative e-commerce company and one of Italy's leaders in the custom smartphone accessories segment.

Founded in 2018 and based in Rimini (Italy), Coverlab - through its proprietary website https://www.coverlab.com - markets custom smartphone accessories, highly customisable through applications developed in-house using proprietary software that make on-line purchasing and the customer experience particularly effective and efficient.

With this transaction Cellularline will be able to leverage the innovative know-how of Coverlab and implement advanced strategies for the promotion and sale of its products also through digital channels. Furthermore, by opening up to the custom segment of smartphone accessories, it will be able to meet the sophisticated needs of a premium niche market and satisfy the demand of the new generations. Coverlab S.r.l. has been consolidated since 30 June 2021.

• Payment of the agreed deferred consideration for the acquisition of Worldconnect AG (July): Cellularline S.p.A. paid the deferred consideration - amounting to CHF 5.8 million - relating to the purchase of 80% of Worldconnect AG, as expected at the time of transaction closing.
• ESG Report (September): published the first ESG Report "Impact & Evolution Report" as part of Cellularline Group's long-term strategy.

Significant events after 31 December 2021

• Obtained AEO (Authorized Economic Operator) certification from the Customs and Monopolies Agency. The recognition, conferred to subjects that meet strict standards of reliability and safety, will allow the Company to benefit from numerous facilitations in the relations with national and international customs authorities, simplifying and speeding up control procedures.
• Resignation of the Non-executive Director Mr. Stefano Cerrato on 02 February 2022.
• Appointment by co-option of Davide Danieli currently Group Chief Corporate & Financial Officer, Investor Relator and manager responsible for preparing the company's financial reports as of 21 April 2021 – as Executive Director of the company.

Outlook

In addition to the health emergency - which broke out in the first quarter of 2020 and has not yet been fully resolved on a global level - geopolitical uncertainty has been added as a result of the start of the war in Ukraine, with a consequent increase in unpredictability regarding potential future repercussions on the global economy.

Given the current changing context, the main strategic development directions for 2022 on which management is fully focused can be attributed to the following areas:

• Brand and products: innovation and expansion of the product range, a distinctive element of the Group's DNA, in order to meet the needs of the end consumer by interpreting market trends;
• Core business: confirmation of leadership in the domestic market through the strengthening of partnerships with major retailers and expansion in international markets through the acquisition of new customers and agreements with strategic local distributors;
• E-commerce: implementation of the strategic plan defined in 2021, which envisages both the implementation of business-to-consumer - through the Group's proprietary websites and

marketplaces - and business-to-business with the strengthening of the partnership with the online websites of the main players in the sector;

• Travel: gradual recovery of Airport Travel Retail channel, expected to be fully operational from 2023, the main reference channel for Worldconnect AG;
• Blue Line: thanks to the unbundling of accessories also by Samsung, for which the Group is the main distributor for accessories in Italy;
• M&A: scouting for potential deals in channels, products and markets deemed strategic.

In this context, and with reference to the first two months of the current year alone, the Company recorded double-digit growth compared with the same period of the previous year, thanks both to the recovery in demand and to the effect of the numerous strategic actions implemented by management in 2021.

The trend for the remaining months of 2022 will be, as stated above, influenced by the evolution of the pandemic and the effects that the war in Ukraine may have on the global economy; net of extraordinary events, management foresees growth in 2022 in terms of both revenues and margins, with a further gradual reduction in the level of net financial indebtedness.

Proposed dividend distribution

The Board of Directors resolved to propose to the Shareholders' Meeting 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 total proposed dividend is Euro 3.3 million, or Euro 0.16 per share, corresponding to a Dividend yield of 4.5%¹³ .

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

Proposal to purchase treasury shares (Buy Back Plan)

The Board of Directors resolved to submit to the Shareholders' Meeting the proposal to authorise the purchase and disposal of treasury shares.

The request for authorisation to purchase or dispose of treasury shares will be aimed 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.

¹³ The total dividend was calculated considering 632.240 free shares granted for the closing price of Cellularline shares as of 16 March 2022 equal to Euro 3.60 plus the cash dividend equal to Euro 0.05; Dividend Yield calculated as the ratio of distributed earnings per share to the closing price of Cellularline shares as of 16 March 2022.

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.

To date, the Company holds 1,636,505 treasury shares, equal to 7.5% of the share capital.

The documents relating to the Annual General Meeting will be made available to the public within the terms and according to the procedures set out by current legislation, also through publication on the Company's website.

Calling of the Ordinary Shareholders' Meeting

The Board of Directors also convened the Ordinary Shareholders' Meeting, in a single call, to discuss and resolve on the following agenda:

• 1) Approval of the financial statements for the year ended on 31 December 2021, complete with the Report by the Board of Directors on Operations, the Report by the Board of Auditors and the Report by the Independent Auditing Firm; presentation of the consolidated financial statements as at 31 December 2021. Related and consequent resolutions.
• 2) Allocation of the result for the year. Related and consequent resolutions.
• 3) Proposal to distribute an extraordinary dividend partly in cash and partly through the assignment of treasury shares held in portfolio, by means of the available reserves and subject to increase of the legal reserve up to one-fifth of the share capital. Related and consequent resolutions.
• 4) Report on the Remuneration Policy and fees paid:
• a. approval of the Policy on Remuneration and Compensation Paid in accordance with Art. 123 ter, paragraph 3-ter of Italian Legislative Decree no. 58/1998;
• b. resolutions on the "second section" of the report, in accordance with Art. 123-ter, paragraph 6 of Italian Legislative Decree no. 58/1998.
• 5) Authorisation to buy and sell treasury shares. Related and consequent resolutions.
• 6) Appointment of a Board Director pursuant to Article 2386, paragraph 1, of the Italian Civil Code, and Article 11 of the Articles of Association. Related and consequent resolutions.

With reference to the sixth item on the agenda, it should be noted that the Board of Directors will propose to the Meeting to confirm Davide Danieli - currently Group Chief Corporate & Financial Officer, Investor Relator and manager responsible for preparing the company's financial reports - as Director of the Company, recalling that on 9 February 2022, the Board appointed Davide Danieli by co-option as Executive Director to replace the resigning Director Stefano Cerrato.

The Board of Directors delegated its Chairman to call the Shareholders' Meeting according to the terms of law. The notice of call will be published on www.cellularlinegroup.com and in accordance with the articles of association.

The document required by the legislation in force in relation to the matters outlined above, together with the draft financial statements and the consolidated financial statements of Cellularline as at 31 December 2021, will be filed at the company's registered office and will be made available on the website www.cellularlinegroup.com in accordance with the legal and regulatory terms.

Legal statements

The Manager responsible for preparing the financial information, Davide Danieli, states, pursuant to paragraph 2 of article 154-bis of the Consolidated Finance Act, that the financial reporting in this press release corresponds with the documentary records, ledgers and accounting entries.

The annexes include the financial statements examined and approved today by the Board.

• Annex A: the IFRS-compliant Consolidated Financial Statements at 31 December 2021 compared with the same at 31 December 2020;
• Annex B: the IFRS-compliant Annual Financial Statements at 31 December 2021 compared with the same at 31 December 2020;
• Annex C: the Cellularline Group's consolidated income statement for the year ended 31 December 2021, reclassified on the basis of presentation that management deems to best reflect the Group's operating profitability.

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Analyst conference call

The management will present the consolidated results for the period ended 31 December 2021 to the financial community during a conference call to be held on 18 March 2022 at 12:00 CET.

To participate in the conference call, dial: +39 02 805 88 11

The slides from the presentation and any supporting material will be available before the start of the conference call, on the site www.cellularlinegroup.com/investors/presentazioni.

***

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

ANNEX A

CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 December 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(thousands of Euro)	31/12/2021	Of which related parties	31/12/2020	Of which related parties
ASSETS
Non-current assets
Intangible assets	61,355		74,940
Goodwill	108,773		106,408
Property, plant and equipment	7,487		7,924
Equity investments	58		-
Right-of-use assets	1,774		1,749
Deferred tax assets	4,748		1,782
Financial assets	-		555	555
Total non-current assets	184,195		193,358
Current assets
Inventories	30,518		32,963
Trade receivables	52,117	4,702	52,704	5,244
Current tax assets	1,214		1,528
Financial assets	60		108
Other assets	4,948		4,780
Cash and cash equivalents	8,138		8,629
Total current assets	96,995		100,711
TOTAL ASSETS	281,190		294,069
EQUITY AND LIABILITIES
Equity
Share capital	21,343		21,343
Other reserves	159,174		157,761
Retained earnings	28,688		15,451
Profit (loss) for the year attributable to owners of the parent	(3,846)		13,900
Equity attributable to owners of the parent	205,359		208,455
Equity attributable to non-controlling interests	-		-
TOTAL EQUITY	205,359		208,455
LIABILITIES
Non-current liabilities
Financial liabilities	25,642		35,027
Deferred tax liabilities	2,349		2,552
Employee benefits	772		720
Provisions for risks and charges	1,616		1,697
Other financial liabilities	7,494		5,961
Total non-current liabilities	37,873		45,957
Current liabilities
Financial liabilities	10,129		10,039
Trade payables	19,825		15,485
Current tax liabilities	1,230		1,869
Provisions for risks and charges	-		65
Other liabilities	4,489		5,531
Other financial liabilities	2,285		6,668
Total current liabilities	37,958		39,657
TOTAL LIABILITIES	75,831		85,614
TOTAL EQUITY AND LIABILITIES	281,190		294,069

ANNEX A

CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 December 2021

INCOME STATEMENT

(thousands of Euro)	31/12/2021	Of which related parties	31/12/2020	Of which related parties
Revenue from sales	110,575	4,238	104,540	4,510
Cost of sales	(62,363)		(59,615)
Gross operating profit	48,212		44,925
Sales and distribution costs	(26,334)		(22,823)
General and administrative costs	(30,407)	(11)	(26,099)	(122)
Other non-operating costs/(revenues)	3,372		591	(112)
Operating profit/(loss)	(5,157)		(3,405)
Financial income	2		2,706
Financial expense	(2,126)		(2,449)
Foreign exchange gains/(losses)	603		407
Gains/(losses) on equity investments	122		345
Profit/(loss) before taxes	(6,556)		(2,396)
Current and deferred taxes	2,710		16,297
Profit (loss) for the year before non-controlling interests	(3,846)		13,900
Profit (loss) for the year attributable to non-controlling interests	-		-
Profit (loss) for the year attributable to owners of the parent	(3,846)		13,900
Basic earnings per share (Euro per share)	(0.190)		0.694
Diluted earnings per share (Euro per share)	(0.190)		0.694

STATEMENT OF COMPREHENSIVE INCOME

(thousands of Euro)	31/12/2021	31/12/2020
Profit (loss) for the year attributable to owners of the parent	(3,846)	13,900
Other components of comprehensive income that will not be reclassified to profit or loss
Actuarial gains (losses) on defined benefit plans	2	3
Actuarial gains (losses) on provisions for risks	18	(67)
Gains/(losses) on translation of foreign operations	691	17
Income taxes	(6)	18
Other components of comprehensive expense for the year	705	(29)
Total comprehensive income (loss) for the year	(3,141)	13,871

ANNEX A

CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 December 2021

CONSOLIDATED STATEMENT OF CASH FLOWS

(thousands of Euro)	31/12/2021	31/12/2020
Profit / (loss) for the year	(3,846)	13,900
Amortisation, depreciation and impairment losses	18,988	14,884
Net impairment losses and accruals	124	871
(Gains)/losses on equity investments	(122)	(345)
Accrued financial (income)/expense	2,124	(257)
Current and deferred taxes	(2,710)	(16,297)
Other non-monetary changes	59	-
	14,617	12,757
(Increase)/decrease in inventories	2,563	(6,592)
(Increase)/decrease in trade receivables	527	8,996
Increase/(decrease) in trade payables	4,340	(4,731)
Increase/(decrease) in other assets and liabilities	487	5,766
Payment of employee benefits and change in provisions	(186)	(253)
Cash flow generated (absorbed) by operating activities	22,349	15,942
Interest paid	(925)	(931)
Income taxes paid	(2,352)	(3,704)
Net cash flow generated (used) by operating activities	19,072	11,307
Acquisition of subsidiary, net of cash acquired	(2,365)	(13,813)
Purchase of property, plant and equipment and intangible assets	(4,997)	(10,171)
Cash flows generated (used) by investing activities	(7,362)	(23,984)
(Dividends distributed)	-	(6,612)
Other financial assets and liabilities	(3,447)	8,492
Other changes in equity	-	(1,351)
Decrease in bank loans and borrowings and loans and borrowings from other financial backers	(9,597)	(11,035)
Payment of transaction costs relating to financial liabilities	151	(277)
Net cash flows used in financing activities	(12,893)	(10,783)
Increase/(decrease) in cash and cash equivalents	(1,183)	(23,460)
Effect of exchange rate fluctuations	692	-
Total cash flow	(491)	(23,460)
Opening cash and cash equivalents	8,629	32,089
Closing cash and cash equivalents	8,138	8,629

ANNEX B

FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2021

STATEMENT OF FINANCIAL POSITION

(thousands of Euro)	31/12/2021	Of which related parties	31/12/2020	Of which related parties
ASSETS
Non-current assets
Intangible assets	50,907		63,824
Goodwill	93,857		93,857
Property, plant and equipment	5,102		5,412
Equity investments in subsidiaries and associates	19,317		19,022
Right-of-use assets	1,109		972
Deferred tax assets	4,327		1,065
Financial assets	6,103	6,103	6,468	6,468
Total non-current assets	180,722		190,620
Current assets
Inventories	26,451		27,780
Trade receivables	51,018	16,166	53,286	14,715
Current tax assets	1,209		1,525
Financial assets	37		86
Other assets	3,581		3,580
Cash and cash equivalents	3,827		6,135
Total current assets	86,123		92,391
TOTAL ASSETS	266,845		283,011
EQUITY AND LIABILITIES
Equity
Share capital	21,343		21,343
Other reserves	157,767		157,056
Retained earnings	29,877		17,346
Profit for the year	(4,862)		13,190
TOTAL EQUITY	204,125		208,935
LIABILITIES
Non-current liabilities
Financial liabilities	24,714		34,564
Deferred tax liabilities	1,152		1,240
Employee benefits	323		324
Provisions for risks and charges	1,495		1,488
Other financial liabilities	713		458
Total non-current liabilities	28,397		38,074
Current liabilities
Financial liabilities	10,088		10,039
Trade payables	17,965	182	13,944	49
Current tax liabilities	1,231		1,889
Provisions for risks and charges	-		-
Other liabilities	3,372	38	3,571
Other financial liabilities	1,667		6,558
Total current liabilities	34,323		36,002
TOTAL LIABILITIES	62,720		74,076
TOTAL EQUITY AND LIABILITIES	266,845		283,011

ANNEX B

FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2021 INCOME STATEMENT

(thousands of Euro)	31/12/2021	Of which related parties	31/12/2020	Of which related parties
Revenue from sales	97,947	17,298	96,647	11,950
Cost of sales	(57,054)	(1,206)	(56,117)	(473)
Gross operating profit	40,893		40,530
Sales and distribution costs	(21,580)		(19,639)
General and administrative costs	(26,652)	(11)	(23,338)	(122)
Other non-operating (costs)/revenue	950	27	492	(112)
Operating profit/(loss)	(6,389)		(1,955)
Financial income	96	94	976	17
Financial expense	(2,080)		(2,392)
Foreign exchange gains/(losses)	662		403
Gains/(losses) on equity investments	-		-
Profit/(loss) before taxes	(7,711)		(2,968)
Current and deferred taxes	2,849		16,158
Profit /(loss) for the year	(4,862)		13,190

STATEMENT OF COMPREHENSIVE INCOME

(thousands of Euro)	31/12/2021	31/12/2020
Profit / (loss) for the year	(4,862)	13,190
Other components of comprehensive income that will not be reclassified to profit or loss
Actuarial gains (losses) on defined benefit plans	(7)	6
Actuarial gains (losses) on provisions for risks	17	(62)
Gains/(losses) on translation of foreign operations	-	-
Income taxes	(3)	16
Other components of comprehensive expense for the year	7	(40)
Total comprehensive income (loss) for the year	(4,855)	13,150

ANNEX B

FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2021 STATEMENT OF CASH FLOWS

(thousands of Euro)	31/12/2021	31/12/2020
Profit / (loss) for the year	(4,862)	13,190
Amortisation, depreciation and impairment losses	17,182	13,767
Net impairment losses and accruals	47	523
Accrued financial (income)/expense	1,984	1,416
Other non-monetary changes	52	-
Current taxes	(2,849)	(16,158)
	11,554	12,738
(Increase)/decrease in inventories	1,429	(6,019)
(Increase)/decrease in trade receivables	2,220	8,585
Increase/(decrease) in trade payables	4,021	(5,923)
Increase/(decrease) in other assets and liabilities	1,289	5,443
Payment of employee benefits and change in provisions	(93)	(239)
Cash flow generated (used) by operating activities	20,420	14,584
Interest paid	(925)	(901)
Income taxes paid	(2,334)	(3,401)
Net cash flow generated (used) by operating activities	17,161	10,282
Acquisition of subsidiary, net of cash acquired	(295)	(10,000)
Purchase of property, plant and equipment and intangible assets	(4,093)	(3,303)
Cash flows generated (used) by investing activities	(4,388)	(13,303)
Other financial assets and liabilities	(5,232)	(5,789)
(Dividends/reserves distributed)	-	(6,612)
Other changes in equity	-	(1,257)
Decrease in bank loans and borrowings and loans and borrowings from other financial backers	(10,000)	(6,873)
Payment of transaction costs relating to financial liabilities	151	(276)
Net cash flows used in financing activities	(15,081)	(20,807)
Increase/(decrease) in cash and cash equivalents	(2,308)	(23,828)
Opening cash and cash equivalents	6,135	29,963
Closing cash and cash equivalents	3,827	6,135

ANNEX C

INCOME STATEMENT RECLASSIFIED

(thousands of Euro)	31/12/2021	Of which related parties	% of revenue	31/12/2020	Of which related parties	% of revenue
Revenue from sales	110,575	4,238	100%	104,540	4,510	100%
Cost of sales	(62,363)		-56.4%	(59,615)		-57.0%
Gross operating profit	48,212		43.6%	44,925		43.0%
Sales and distribution costs	(26,334)		-23.8%	(22,823)		-21.8%
General and administrative costs	(30,407)	(11)	-27.5%	(26,099)	(122)	-25.0%
Other non-operating costs/(revenues)	3,372		3.0%	591	(112)	0.6%
Operating profit/(loss)	(5,157)		-4.7%	(3,405)		-3.3%
* of which depreciation and amortisation
(including PPA depreciation and amortisation)	11,814		10.7%	10,871		10.4%
* of which impairment losses on the customer
relationship	7,174		6.5%	4,013		3.8%
* of which COVID-19 non-recurring
expense/(revenue)	382		0.3%	1,719		1.6%
* of which other non-recurring expense	1,520		1.4%	1,578		1.5%
* of which operating foreign exchange
gains/(losses)	387		0.3%	329		0.3%
Adjusted operating profit/loss (EBITDA)	16,120		14.6%	15,105		14.4%
Financial income	2		0%	2,706		2.6%
Financial expense	(2,126)		-1.9%	(2,449)		-2.3%
Foreign exchange gains/(losses)	603		0.5%	407		0.4%
Gains/(losses) on equity investments	122		0.1%	345		0.3%
Profit/(loss) before taxes	(6,556)		-5.9%	(2,396)		-2.3%
* of which PPA depreciation	6,432		5.8%	6,203		5.9%
* of which impairment losses on the customer
relationship	7,174		6.5%	4,013		3.8%
* of which COVID-19 non-recurring
expense/(revenue)	382		0.3%	1,719		1.6%
* of which other non-recurring expense	1,520		1.4%	1,578		1.5%
* of which financial expense on the refinancing
deal	-		-	408		0.4%
* of which fair value gains/(losses) on the put/call
option	-		-	(1,747)		-1.7%
* of which fair value gains/(losses) on the warrant	573		-0.5%	(796)		-0.8%
Adjusted pre-tax result	9,525		8.6%	8,982		8.6%
Current and deferred taxes	2,710		2.5%	16,297		15.6%
Profit (loss) for the period attributable to the
Group	(3,846)		-3.5%	13,900		13.3%
* of which PPA depreciation	6,432		5.8%	6,203		5.9%
* of which impairment losses on the customer
relationship	7,174		6.5%	4,013		3.8%
* of which COVID-19 non-recurring
expense/(revenue)	382		0.3%	1,719		1.6%
* of which other non-recurring expense	1,520		1.4%	1,578		1.5%
* of which financial expense on the refinancing
deal	-		-	408		0.4%
* of which fair value gains/(losses) on the put/call option	-		--	(1,747)		-1.7%
* of which fair value gains/(losses) on the warrant	573		0.5%	(796)		-0.8%
* of which tax effect on the above items	(4,786)		-4.3%	(3,655)		-3.5%
* of which benefit of request for tax
ruling/intangible fixed asset tax alignment benefit	-		-	(16,327)		-15.6%
Adjusted Group profit (loss) for the period	7,449		6.7%	5,296		5.1%