Cellularline — M&A Activity 2023

Jan 11, 2023

PRESS RELEASE

CELLULARLINE HAS FINALIZED THE ACQUISITION OF 60% OF PETER JÄCKEL GMBH

THE PRESENCE OF THE GROUP ON THE GERMAN MARKET IS SIGNIFICANTLY STRENGTHENED, SPEEDING UP THE GLOBALISATION PROCESS ENVISAGED IN THE 2022 - 2025 BUSINESS PLAN

Reggio Emilia, 11 January 2023 – Following up on what was disclosed to the market through the press release dated 23 December 2022, Cellularline S.p.A. (hereinafter "Cellularline" or the "Cellularline Group"), European leaders in the sector of accessories for smartphone and tablets, listed on the Euronext STAR Milan, announces, as expected, the closing of the control acquisition of 60% of the share capital of Peter Jäckel Kommunikationssysteme GmbH (hereinafter "Peter Jäckel GmbH" or the "Company"), a major German smartphone accessories player. The Company will be consolidated by Cellularline starting January 1st 2023.

Peter Jäckel GmbH, based in Alfeld, a German town in Lower Saxony, has been successfully operating on the German market for more than 25 years with leading consumer electronics players. By joining the Cellularline Group, Peter Jäckel GmbH will benefit from the expansion of its products and services offering, as well as from operational and financial synergies, resulting in development opportunities for both companies.

The operation will enable Cellularline Group to operate in a more structured manner in Germany, Europe's most important market for smartphone accessories, speeding up its long-term growth strategy on international markets.

In 2021, Peter Jäckel GmbH recorded a turnover of Euro 9.4 million with net profit of Euro 1.42 million. Net Financial Position of Peter Jäckel GmbH today is estimated to be positive for approximately Euro 0.6 million.

The agreed preliminary purchase price for the acquisition of 60% of the share capital of Peter Jäckel GmbH amounts to Euro 3.05 million and it was paid at closing; during the first half of 2023, following the approval of the 2022 financial statements of the target company, any price adjustment will be paid. This possible adjustment will be determined on the basis of a mechanism that takes into account the definitive Net Financial Position and Net Working Capital at the end of the financial year.

This price was financed through the use of a credit facility exclusively intended for M&A transactions, which has already been signed with Banco BPM S.p.A. and Intesa Sanpaolo S.p.A..

The entrepreneurs-founders of Peter Jäckel GmbH will maintain their role in the company, working alongside Cellularline's management team to achieve ambitious growth goals on the German market. To this purpose, Cellularline has agreed on an incentive mechanism through incremental valuations over the three-year period 2023-2025, during which the parties will have the right to exercise put & call options over the minority shareholding, totalling 40%, divided into two tranches. The amount to be paid for each tranche will be calculated taking into account certain economic and financial parameters recorded by Peter Jäckel GmbH over FYs 2024 and 2025. The exercise of the aforementioned options therefore may enable Cellularline to increase its shareholding to 100%by 2025.

This press release is available on the Company's website www.cellularlinegroup.com, Investors/Press Release section, as well as at the authorised storage device .

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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 and Allogio, 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 E-mail: ir@cellularlinegroup.com Nicola Guglielmi +39 366 6190711

nicola.guglielmi@closetomedia.it Enrico Bandini +39 335 8484706 enrico.bandini@closetomedia.it