Milan, 15 May 2026 – With reference to the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Regulation adopted by Consob with resolution no. 11971/99, as subsequently amended and integrated (the “Issuers’ Regulation”) on a maximum amount of 50,000,000 shares of the Offeror, with no par value and fully paid-up, as set out in the offer document published on 24 April 2026 (the “Offer Document”), the Offeror announces the following.
Capitalized terms used in this press release, unless otherwise defined herein, shall have the meaning ascribed to them in the Offer Document.
The Offeror announces, pursuant to and for the purposes of article 43, paragraph 1, of the Issuers’ Regulation, its decision to increase the Price from Euro 0.68 to Euro 0.70, i.e., by Euro 0.02 (+2.94%), for each Share tendered to the Offer (the “New Price”).
The New Price incorporates a premium of 2.99% over the official price of the Shares recorded on the Reference Date, i.e. 6 March 2026, equal to Euro 0.6797.
In light of the foregoing, Paragraphs E.1.1, E.1.2, E.2, E.3 and E.4 of the Offer Document, as last updated on the basis of the New Price, are set out in the appendix to this press release.
Furthermore, the maximum aggregate disbursement of the Offer, in light of the New Price (equal to Euro 0.70), taking into account the maximum number of Shares subject to the Offer (equal to a maximum of 50,000,000 Shares), will amount to a maximum of Euro 35,000,000. In this regard, it is confirmed that the Offeror has submitted to Consob, pursuant to article 37-bis of the Issuers’ Regulation, the guarantee letter for the exact fulfilment of the payment of the New Price of the Offer (so-called“cash confirmation letter”).
It is also announced that, in view of the increase of the Price and, therefore, of the New Price of the Offer, pursuant to article 43, paragraph 1, of the Issuers’ Regulation, the acceptance period, as agreed with Borsa Italiana S.p.A., is extended until 25 May 2026 (“New Acceptance Period”). Therefore, 25 May 2026 shall be, unless further extended, the closing date of the New Acceptance Period. The Payment Date of the New Price will be 1 June 2026.
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