Cellularline — Investor Presentation 2022

Oct 3, 2022

Voluntary Public Tender Offer promoted by 4 Side Srl Reggio Emilia – October 3rd 2022

Disclaimer

This document (the "Document") has been prepared by Cellularline S.p.A. ("Cellularline") following the public offer launched by 4 SIDE S.r.l. (the "Offeror") on the shares of Cellularline (the "Offer") pursuant to Articles 102 and 106 paragraph 4 of Italian Legislative Decree 58/1998 ("TUF"). This Document has not been approved by CONSOB or any other regulatory authority In any event, it is understood that this Document is not intended in any way to replace the "Offer Document" or any other document relating to the Offer falling within the Offeror's competence and responsibility and disseminated by the Offeror, and does not constitute in any way, nor may it be construed as, a recommendation to accept, or not to accept, the Offer, nor does it replace the need for each individual person to carry out their own personal assessment in relation to acceptance, or not acceptance, of the Offer and any other transaction involving Cellularline and the financial instruments issued by Cellularline, on the basis of what is represented by the Offeror in the Offer Document. The economic convenience of accepting, or not accepting, the Offer must be assessed autonomously by the individual holder of Shares, also taking into account, in particular, the market trend of the Shares during the Subscription Period, its own investment strategies and the characteristics of the shareholding held by them. Before assuming any decisions about the Offer, the shareholders of Cellularline also should read the documents concerning the Offer drafted and publishes according to the law, including the "Issuer's Notice" of Cellularline which is available on the website www.cellularline.com.

This Document and the information contained herein may only be accessed by persons who are not domiciled or located in the United States of America, Australia, Canada, Japan, as well as any other country where authorisation by the competent authorities is required (collectively, the "Other Countries"). This Document and the information contained herein are not and shall not be sent, or in any way transmitted, or otherwise distributed in the Other Countries. This Document and the information contained herein are not and shall not be sent, nor in any way transmitted, or in any way distributed, to persons resident or physically present in the Other Countries, and do not constitute and shall not be construed as an offer to purchase or a solicitation of an offer to sell Cellularline's financial instruments in the Other Countries.

This Document contains forward-looking statements that are based on current opinions, expectations, estimates, forecasts and projections about the industries in which Cellularline operates, the future operating results, the value of assets and market conditions and on parameters and assumptions determined in good faith by the management of Cellularline. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. These parameters and assumptions are not the only ones that could have been selected for the purpose of preparing this Document, therefore the application of additional parameters and assumptions, or the existence of different market conditions, could lead to analyses and assessments that may differ materially, in whole or in part, from those expressed in forward-looking.

These estimates and assumptions are inherently uncertain and are subject to numerous risks that are outside of the Group's control, including, but not limited to, changes in general economic environment and changes in demand for product, price of certain commodities, €/US\$ exchange rate, transportation costs, interest rates, risk free rates, inflation rate, competitive market and regulatory factors, future market developments, the impact of the COVID-19 pandemic, changes in the global financial markets, various types of claims and other risks. Moreover, forward-looking statements are current only at the date on which they are made. There can be no assurance that the assumptions made in connection with the forward-looking statements will prove accurate, and actual results may differ materially. The inclusion of the forward-looking statements herein should not be regarded as an indication that the Group considers the forward-looking statements to be a reliable prediction of future events and the forward-looking statements should not be relied upon as such. The forward-looking statements does not take into account any additional negative effects that may arise from impacts on the global market in which Cellularline operates and more generally on the macroeconomic scenario.

None of Cellularline or any of its respective affiliates, employees, officers, advisers or representatives shall have any liability whatsoever for any loss whatsoever arising from any use of this Document or its contents, or otherwise arising in connection with this Document (whether direct, indirect, consequential or other). This Document speaks as of 3 rd October 2022 and the information set out herein may be subject to revision and may change materially and no one undertakes to update or revise any such forward-looking statement. No information contained in this Document can, or shall be, considered a guarantee or an indication of future operating, financial and equity results of Cellularline and no representation or warranty is given as to the achievement or reasonableness of future projections, management targets, estimates, prospect or returns. The information contained herein has not been independently verified by any independent third party and does not purport to be all-inclusive or to contain all of the information a prospective or existing investor may desire.

By receiving this Document, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Cellularline and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Cellularline business. By receiving this Document, you will be taken to have represented, warranted and undertaken that you have read and agree to be bound by and comply with the contents of this notice.

The Manager in charge of preparing the corporate accounting documents of Cellularline, Mr. Davide Danieli, certifies, pursuant to art. 154-bis, paragraph 2, of TUF that the accounting information related to the actual figures contained in this Document corresponds to the documentary results, books and accounting records.

Key remarks

1	Strong H1 2022 results	▪ Despite macroeconomic challenges, positive momentum in revenues (+37.4% vs 1H21) and Ebitda Adj. significantly up ▪ Ongoing recovery, supported by both domestic and international markets together with a positive restart of mobility
2	H2 2022 outlook & specific initiatives	▪ Growth consolidation in 2H22, management remains ambitious about the rest of the year ▪ The management is undertaking specific initiatives to mitigate the impact of macroeconomic challenges
3	Fair asset valuation	▪ Impairment of Goodwill related to the increase in WACC ▪ Appropriate control procedures in place to assess working capital value ▪ Group Financials are prepared in compliance with IFRS and Group strict procedures giving a true and fair view of assets and liabilities.
4	Unique value proposition	▪ Leadership position in Italy, with a wide distribution ▪ Significant presence in EMEA, above 50% of the revenues ▪ High brand awareness in Italy coupled with Skross recognition abroad ▪ Strong marketing specialization in mobile accessories products
5	2025 Targets	▪ Revenues in a range between €175M and €195M ▪ EBITDA Adj in constant growth along the 3 years Plan targeting to double FY2021 result ▪ Progressive improvement of Net Financial Position (leverage ratio < 1x)

Strong H1 2022 Results 1

• Strong momentum in Revenues +37.4% YTD, as a results of the strategic initiatives carried out by the management and the restart of mobility despite of challenging economic context and price costs increase. In H1 2022, the Group realized Revenues of Euro 54.6 million vs Euro 39.7 million in H1 2021, thanks to the recovery of demand in both the domestic and international markets; the latter is also benefiting from the strong increase in sales by Worldconnect, as a result of the increase in traffic recorded in the Airport Travel Retail channel.
• EBITDA Adj. doubled in the period to €3.3M vs €1.6M in H1 2021¹ , with EBITDA Adj. margin increased +2.1% (6,0% vs 4,1%).
• Net Debt at €40.2M as of 30 June 2022; net of Financial Lease contracts (ex IFRS 16) was €35.2M, steady vs FY2021 (€35.5M); H1 value is influenced by business seasonality and the significant growth of the top line.
• The figures for the H1 2022 confirm the solidity of the recovery underway by the Group, both in terms of top line and EBITDA Adjusted. We are very satisfied with the performance achieved in the first half of the year, which is the result of the work of a cohesive and closeknit team, capable of taking the opportunities in the market. Although we have to be cautious given the macroeconomic context, which is still particularly challenging and uncertain, we are convinced that the short and medium-term growth prospects remain unchanged.

Note: 1) Among the others, EBITDA Adj of H1 ²⁰²¹ was rectified also for ^a non-recurring income of €1.5M for the Härtefall contribution received by Worldconnect

H2 2022 outlook and specific initiatives (1/2) 2

• The H1 2022 growth, although significant, is nevertheless slightly lower than expected, as there were some delays in terms of turnover in Italy (Associated Groups, and GD Food distribution channel) and abroad (mainly in Germany and Benelux), partially offset by the good performance of Blue Division and Worldconnect AG.
• In terms of EBITDA Adjusted there was a slight decrease compared to what was forecasted in the Business Plan 2022-2025² , due to a mix of contingent factors:
• ✓ increased inbound transportation costs from China and outbound costs to customers;
• ✓ appreciation of the US\$;
• ✓ revenues mix effect

.

• Management has undertaken several initiatives to mitigate the effects described above:
• ✓ top line development through:
  • strengthening partnerships with major Italian retailers (such as enlargement commercial agreement with one of the main player in the Consumer Electronics channel),
  • agreements with major strategic European distributors,
  • increasing promotional activities to gain additional volumes
  • price list increase, aimed at mitigating the effects on costs reported above
• ✓ change in means of transport from China (more sea transport, less air transport),
• ✓ initiatives to contain indirect operating costs

Note: 2) Approved on ⁹ March ²⁰²² by the Company's Board of Directors

H2 2022 outlook and specific initiatives (2/2) 2

• Based on the performance recorded in the H1 2022 and the additional benefits expected from the numerous strategic actions undertaken, the management remains ambitious about the rest of the year in terms of consolidating the growth achieved in the H1 2022 compared to the year 2021 also for second half of 2022, despite a difficult macroeconomic context.
• In particular, the Company continues to pursue the objectives defined by the strategic development plan along four main lines:
• ✓ 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 final consumer by interpreting market trends;
• ✓ Core business: confirmation of leadership in the domestic market through the strengthening of partnerships with the main retailers and expansion into international markets through the acquisition of new customers and agreements with strategic local distributors;
• ✓ E-commerce: implementation of the strategic plan defined at the end 2021 which provides both the implementation of business to consumer - through the Group's proprietary sites and market places - and business to business with the strengthening of the partnership with the online sites of main players in the sector;
• ✓ M&A: ongoing evaluations for potential transactions in channels, products and foreign countries deemed strategic.

Fair assets evaluation (1/3) 3

▪ Intangible Fixed Assets

Goodwill. Cellularline tests Goodwill for impairment annually and whenever there is any indication of impairment; at 30 June 2022 the trigger event is the Group Equity higher than stock market capitalization. The impairment test was carried out, with the support of Deloitte, on the basis of the economic and financial forecasts contained in the Business Plan 2022-2025, and using the DCF method.

An impairment loss of Euro 39.9 million was recognized in the P&L in the H1 2022; this effect can be attributed to the increase in WACC, a variable that has a decisive impact on the results of the test. The significant increase in the WACC is attributable to the changes in the market parameters observed during the last months of the semester, but is also influenced by the fact that the WACC includes a prudential execution risk factor³ .

Note: 3) Adjustment factor to increase the risk of execution of the plan as ^a consequences of macroeconomics uncertainty.

Fair assets evaluation (2/3) 3

For all the Other Intangible Assets (Trademarks, Customer relationships, Patents) the Company has carried out an analysis to verify the possible need to subject these assets with a defined useful life to an impairment test, considering the possible presence of internal / external impairment indicators. Following the internal analyzes, the Company did not identify specific impairment indicators relative to these assets⁴ .

▪ Working Capital

Receivables. In order to assess the adequacy of the Bad Debt Provision the Company has set up customer and credit control processes that include, on one hand, the analysis of the reliability of customers and, on the other, the periodic monitoring of the exposure taking into account the creditworthiness of the counterparty, the business relationship (including contractual continuity), the amount and timing of expected future payments, the presence of payables to customers, any recoverable VAT, the type of commercial channel as well as any actions taken or to be implemented for the recovery of the same credits.

The Company determines the Bad Debt Provision taking into account the information collected during the ongoing credit monitoring activity conducted during the year. This monitoring activity provides for weekly checks and monthly meetings during which the specific positions of individual customers are examined for the purposes of checking the receivables themselves and to assess their recoverability, also taking into account a historical analysis of the credit losses with respect to the annual turnover.

Note: 4) It's important to underline that these assets are subject to periodical amortization.

Fair assets evaluation (3/3) 3

▪ Inventories. The determination of the Inventory Obsolescence Provision is carried out on the basis of qualitative analysis and available information as well as the strategies that are agreed upon during the numerous specific periodic meetings aimed at analyzing and monitoring the stock. In this context, the following elements are taken into particular consideration: (i) the turnover rates (ii) the market values (iii) the technological evolution (iv) the possibility of launching any promotional campaigns (v) the need to carry out scrapping of obsolete products that are no longer required by the market.

In the light of the foregoing, we confirm that the Group Financial Statements are prepared in compliance with IFRS and Group strict procedures giving a true and fair view of the assets and liabilities of Cellularline as of the report date.

Unique value proposition 4

The company believes that the following characteristics and specificities of Cellularline were not properly considered in the public tender offer:

• Cellularline has an absolute leadership in Italy for over 20 years holding a significant market share, which gives it access to the main sales channels through active supply contracts with almost all trade partners.
• The salesforce covers the entire domestic market and is able to provide commercial services and merchandising support with a multichannel strategy.
• In addition to Italy, the Group has a significant presence in EMEA, where it generates more than 50% of its turnover. The ongoing consolidation process in the international market offers opportunities for further organic growth and for some M&A targets currently under study.
• Hundreds of millions of products distributed over the years, constant communication campaigns and a widespread presence in the market guarantee high brand awareness of the Cellularline brand in Italy, while the Skross brand boasts high recognition in the international travel retail channel.
• The Group has developed a strong marketing specialization in the individual sub-categories that make up the accessories market with professional expertise in managing all development levers, gaining a distinctive positioning as a multi-category specialist in the mobile accessories market.

2025 Targets (1/2) 5

The main Key Targets and Initiatives included in our Business Plan 2022 – 2025:

• Brand & Products. Continuous innovation of our product range in all the categories: protection, audio, chargers, impulse products, etc, pushing for a product assortment oriented to more profitable categories
• Italian Market. Confirm the market leadership & strengthen the partnership with retailers on a next level, working on all channels (Consumer Electronics, Mass Merch and Telco)
• International prioritization. (i) Going back in Germany & Austria; (ii) increase the market share in selected EU countries and Mid-East; (iii) strategical agreements with key EU distributors.
• Travel Retail. Significant progressive rebound after pandemic of Worldconnect and growth also for Cellularline in this channel (both Italy and Europe)
• E-commerce. Strengthening e-commerce channel and digital know-how. Priorities will be: (i) increasing the effectiveness of proprietary websites; (ii) working in synergy with retailers to boost online sales and omnichannel opportunities
• Group Organization, Processes and Digitalization. Evolution of the organizational structure. (i) Streamline processes: organization & digitalization; (ii) synergies with Group companies
• ESG. ESG concepts fully integrated in business strategy, through the pursuit of our Sustainable Innovation Path

2025 Targets (2/2) 5

The completion of current strategic initiatives will enable and support growth over the next years, also leveraging the new competencies acquired through the recent acquisitions. The Plan aims to bring Cellularline to be a growing Group again, generating profits and cash flow.

The 2025 Targets included in our Plan provides:

• Revenues in a range between €175M and €195M
• EBITDA Adj in constant growth along the 3 years Plan, targeting to double FY2021⁵ result thanks to:
• ✓ significant growth of revenues,
• ✓ better absorption of fixed costs and
• ✓ execution of the planned actions to optimize the organizational structure and the efficiency and digitalization of our processes.
• a marked improvement in NFP, that may have at first the absorption of working capital for the important leap in turnover, but in the medium term a reduction is expected to bring the leverage ratio steadily below 1x.

Based on the information available to date and assuming a normalization of the macroeconomic situation, the Company overall confirms the long-term strategic guidelines⁶ and the soundness of the development activities implemented, corroborated by the current year's performance and actions taken.

Note: 5) FY2021 results were used as ^a reference for the Voluntary Public Tender Offer Launched by ⁴ Side Srl. 6) The main key factors of the Plan include, but are not limited to: €/US\$ exchange rate (as purchases of products from Far East are made in US\$), inbound transportation costs from Far East and outbound transportation costs towards customers, price of certain commodities (paper, plastic, semiconductors, oil), interest rates, risk free rates, inflation rate. The Plan can also be affected, among the others, by the changes in: global economic business, competitive market and regulatory factors.

Conclusions

• Cellularline's Board of Directors has carried out its own independent evaluations of the Offer both in business terms and in terms of the valuation Offer itself and has concluded that the Offeror has not taken into due consideration the characteristics and specific nature of Cellularline and that therefore the Offer's valuation and value does not properly reflect the Issuer's recent performance and growth prospects.
• Cellularline's Board of Directors also took into account the work carried out by the advisor Equita, as a professional expert in the sector and financial valuations, which issued a fairness opinion in which, in addition to describing the methods used, it expressed its qualified opinion on the not adequateness, from a financial point of view, of the Consideration.

Taking into consideration all the elements outlined

Cellularline's Board of Directors considers not adequate, from a financial point of view, the Consideration for the Offer, equal to EUR 3.75 for share