Cellularline — M&A Activity 2026

May 11, 2026

[CELLULARLINEGROUP]
www.cellularlinegroup.com
TINFO
CENTRAL
INAD

PRESS RELEASE

MERGER PLAN FOR THE MERGER BY INCORPORATION

OF THE SUBSIDIARY COVERLAB S.R.L. INTO CELLULARLINE S.P.A. FILED

Reggio Emilia, 11 May 2026 - Cellularline S.p.A. (hereinafter "Cellularline" or the "Company" or "Group"), a European leader in the sector of accessories for smartphones and tablets listed on the STAR Milan Euronext organised and managed by Borsa Italiana S.p.A., announces that today it filed the merger plan for the merger by incorporation into Cellularline of its wholly owned subsidiary Coverlab S.r.l. ("Coverlab"), an e-commerce company active, through its proprietary website, in the custom smartphone accessories segment, under the Coverlab and Allogio brands (the "Merger").

The Merger will make it possible to eliminate corporate superstructures, enhance operational agility, reduce administrative costs and create synergies with Cellularline's existing e-commerce structure.

The accounting and tax effects of the Merger shall take effect retroactively from 1 January of the year in which the merger becomes effective. The legal effects of the Merger towards third parties shall take effect from the date to be specified in the merger deed, in accordance with Article 2504-bis of the Italian Civil Code.

As this is a merger by incorporation of a company wholly owned by the incorporating company Cellularline, the simplified provisions set out in Article 2505 of the Italian Civil Code apply; accordingly, the provisions of Articles 2501-ter, paragraph 1, numbers 3), 4), 5), 2501-quinquies and 2501-sexies of the Italian Civil Code will not apply.

Furthermore, as permitted by the same article of the Italian Civil Code and by Article 15 of the Company's Articles of Association, the decision on the Merger will be adopted by the Board of Directors of Cellularline, without prejudice to the provisions of Article 2505, paragraph 3, of the Italian Civil Code, pursuant to which shareholders of the incorporating company representing at least 5% of the share capital may, in any event, by request addressed to the Company within 8 days of the filing with the Companies' Register or publication on the website, request that the decision approving the Merger by the incorporating company be adopted by the extraordinary shareholders' meeting.

Requests (together with a certificate proving ownership of the Company's shares, issued by an authorised intermediary in accordance with the regulations in force) must be received no later than 8 days after the merger plan is filed with the relevant Companies Register, either by certified email to "spa.cellularline@legalmail.it" or by registered letter with advice of receipt addressed to the registered office of Cellularline S.p.A.

Pursuant to the procedure for related party transactions adopted by the Company (the 'RPT Procedure'), Coverlab is a related party of Cellularline, as it is wholly owned by the latter. However, it should be noted that, pursuant to Article 9 of the RPT Procedure, the Merger is exempt from application of the RPT Procedure, since it is carried out with a subsidiary and there are no significant interests of other related parties of the Company, as defined in the RPT Procedure, in the transaction.

The Merger is also exempt from the requirement to publish the information document referred to in Article 70 of Consob Issuers' Regulation No. 11971/1999, as the legal requirements do not apply.

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[CELLULARLINEGROUP]
www.cellularlinegroup.com

The merger plan for the merger by incorporation, approved by the administrative bodies of the two companies, was filed today with the competent Companies' Register, at the registered office, as well as on the Company's website www.cellularlinegroup.com and with the authorised storage mechanism ().

The financial statements for the last three financial years are also available at the registered offices of the companies participating in the Merger.

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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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 55 countries.

Cellularline S.p.A. - Investor Relations
ir@cellularlinegroup.com

Close to Media – Press Office
Enrico Bandini +39 335 8484706
enrico.bandini@closetomedia.it
Mariella Speciale +39 349 2843110
mariella.speciale@closetomedia.it

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