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Cellularline — Proxy Solicitation & Information Statement 2026
Mar 20, 2026
4473_rns_2026-03-20_22f4fe7d-a7ed-4fcb-895f-5d1ba2e2125e.pdf
Proxy Solicitation & Information Statement
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[CELLULARLINEGROUP]
www.cellularlinegroup.com
INFO
DIGITAL 2006
EXTRACT TAKEN FROM THE NOTICE CONVENING THE ORDINARY SHAREHOLDERS' MEETING OF CELLULARLINE S.P.A.
Shareholders are invited to attend the Ordinary Shareholders' Meeting of Cellularline S.p.A. ("Cellularline", "Company" or "Issuer"), convened on a single call for 30 April 2026, at 11:00 a.m., to discuss and resolve upon the following
AGENDA
- Approval of the financial statements for the year ended on 31 December 2025, together with the Report by the Board of Directors on Operations, the Report by the Board of Auditors, the Report by the Independent Auditing Firm and the 2025 Impact Report; presentation of the consolidated financial statements as at 31 December 2025. Related and consequent resolutions.
- Allocation of the result for the year. Related and consequent resolutions.
- Proposal to distribute a dividend partly in cash and partly through the allocation of treasury shares held in portfolio from available reserves. Related and consequent resolutions.
- Report on the Policy on Remuneration and Compensation Paid: approval of the Policy on Remuneration – “first section” of the report, in accordance with Art. 123-ter, paragraph 3-ter of the Italian Consolidated Law on Finance (TUF).
- Report on the Policy on Remuneration and Compensation Paid: resolutions on the second section of the report, in accordance with Art. 123-ter, paragraph 6 of the TUF.
- Appointment of the Board of Directors.
a. Determination of the number of members of the Board of Directors;
b. Determination of the term of office of the Board of Directors;
c. Appointment of the members of the Board of Directors;
d. Appointment of the Chairman of the Board of Directors;
e. Determination of the remuneration of the members of the Board of Directors - Appointment of the Board of Auditors.
a. Appointment of the members of the Board of Auditors, including the Chairman of the Board of Auditors;
b. Determination of the remuneration of the members of the Board of Auditors. - Authorisation to purchase and dispose of treasury shares subject to the revocation, for the unexpired portion, of the authorisation resolution passed by the ordinary shareholders' meeting on 17 April 2025. Related and consequent resolutions.
All information regarding (i) the share capital (ii) the right to attend and vote at the Meeting, including any indication regarding the record date (21 April 2026); (iii) the procedures for attending and voting at the Meeting, exclusively through the designated representative and exclusively by means of telecommunication, and for granting the proxy; (iv) the procedure for requesting the integration of the items on the agenda and submitting resolution proposals; (v) the procedure for exercising the right to ask questions on the agenda (by 21 April 2026); (vi) the appointment of corporate bodies; (vii) the
Cellularline S.p.A. Via Grigoris Lambrakis, 1/A • 42122 Reggio Emilia (RE) - Italy • tel. +39 0522 33.40.02 • fax +39 0522 33.40.01
fax International Dept. +39 0522 33.45.01 • www.cellularline.com • [email protected] • [email protected]
pec: [email protected] • R.I., P. Iva e Codice Fiscale 09800730963 • R.E.A. RE - 315329 • Capitale Soc. € 21.343.189,00 I.v.
[CELLULARLINEGROUP]
www.cellularlinegroup.com
methods and terms for obtaining the documents that will be submitted to the Meeting, is indicated in the notice of call published in full on the Company's website (www.cellularlinegroup.com, Governance/Shareholders' Meeting section).
The documents relating to the Shareholders' Meeting, including the explanatory report on the items on the agenda and the relevant resolution proposals, as well as the annual financial report, the Report by the Board of Auditors, the Report by the Independent Auditing Firm, the Report on corporate governance and ownership structure and the Report on the Policy on Remuneration and Compensation Paid, will be made available to the public, within the terms and according to the procedure provided for by the regulations in force, at the registered office and in the section of the Company's website dedicated to this Shareholders' Meeting (www.cellularlinegroup.com, Governance/Shareholders' Meeting section) as well as at the authorised storage mechanism "1infostorage" of Computershare S.p.A. (www.1info.it).
Reggio Emilia, 20 March 2026
For the Board of Directors
Chair of the Board of Directors
Antonio Tazartes
Cellularline S.p.A. Via Grigoris Lambrakis, 1/A • 42122 Reggio Emilia (RE) - Italy • tel. +39 0522 33.40.02 • fax +39 0522 33.40.01
fax International Dept. +39 0522 33.45.01 • www.cellularline.com • [email protected] • [email protected]
pec: [email protected] • R.I., P. Iva e Codice Fiscale 09800730963 • R.E.A. RE - 315329 • Capitale Soc. € 21.343.189,00 I.v.