17 April 2020

�

EUROCELL plc

�(the 'Company')

�

PUBLICATION OF 2019 ANNUAL REPORT

AND NOTICE OF 2020 ANNUAL GENERAL MEETING

�

The Company announces that it has published its full Annual Report for the year ended�31�December 2019 and Notice of the 2020 Annual General Meeting, which is to be held at 3pm on Thursday 14 May 2020 at Fairbrook House, Clover Nook Road, Alfreton, Derbyshire, DE55 4RF.

�

(Please note:

Under the Stay at Home Measures published by the Government on 23 March 2020, and made law on 26 March 2020, shareholders, proxies and other attendees will not be permitted to attend the AGM in person.� Anyone seeking to attend the AGM will be refused entry and therefore shareholders are strongly recommended to vote by proxy. In the event that the AGM arrangements change, the Company will issue a further communication.)

Copies of the documents listed below have been posted to registered shareholders today:

�

1.� Annual Report 2019

2.� Notice of 2020 Annual General Meeting

3.� Form of Proxy for the 2020 Annual General Meeting

�

The above documents are also available on the Eurocell plc website at investors.eurocell.co.uk.

�

In accordance with LR 9.6.1R of the Listing Rules, a copy of each of the above documents has been submitted to the UK Listing Authority via the National Storage Mechanism and are/will be available for inspection at�data.fca.org.uk/#/nsm/nationalstoragemechanism.

�

Further to the Company's Preliminary Results announcement on 13 March 2020 (RNS number: 0158G), and in accordance with DTR 6.3.5(2)(b), set out below are the following extracts from the Annual Report 2019 in full unedited text form:

�

������ Principal Risks

������ Statement of Directors' Responsibilities.

�

�

COVID-19 further update

We continue to take steps to protect our business, employees and cash flow from the impact of COVID-19, in order to ensure we are well placed to recommence operations and trading when it is appropriate to do so.

�

With effect from 1 May 2020 until further notice, the Board has unanimously agreed to take a 20% reduction in its remuneration. The effect of this will be to reduce the annual fees of the Chair and Non-Executive Directors by 20%, and to reduce the salary of the Executive Directors by 20%, including pension contributions and bonus payments which are calculated as a percentage of salary. Other members of senior management have also voluntarily agreed similar reductions.

�

As announced on 24 March 2020, the recommendation for a final dividend, in respect of the year ended 31 December 2020, has been withdrawn.

�

The Principal Risks summarised below are those identified in our 2019 Annual Report, which was approved by the Board on 12 March 2020, and was therefore prepared before the full impact of COVID-19 emerged. The Company's internal control systems have adapted effectively to support our response to the pandemic.

�

�

PRINCIPAL RISKS

MACROECONOMIC CONDITIONS

�

�

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the directors are required to:

?������ select suitable accounting policies and then apply them consistently;

?������ state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;

?������ make judgements and accounting estimates that are reasonable and prudent; and

?������ prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

�

Directors' confirmations

The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the corporate governance section on pages 54 and 55 confirm that, to the best of their knowledge:

?������ the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company;

?������ the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

?������ the Directors' Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors' Report is approved:

?������ so far as the Director is aware, there is no relevant audit information of which the Group and Company's auditors are unaware; and

?������ they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company's auditors are aware of that information.

The Directors' Responsibility Statement was approved by the Board on 12 March 2020.

�

Mark Kelly���������������������� Michael Scott

Chief Executive Officer���� Chief Financial Officer

�

�

�

�

�

�

�

Enquiries:

�

Paul Walker

Group Company Secretary

01773 842100

�