Milan, 1 August 2025 – CIR S.p.A. announces that the Interim Financial Report at 30 June 2025 is available on the authorized storage mechanism eMarket STORAGE (www.emarketstorage.com), at the Company’s registered office and on its website (www.cirgroup.it), in section Investors/Financial Reports.
Press releases
1258 Risultati trovatiCIR: Results for first half 2025
- Consolidated revenues at € 912.2 million, -1.7% vs first half 2024; +1.4% on a like-for-like basis and with constant exchange rates
- Operating performance of the subsidiaries significantly higher than in the first half of 2024, lower income from the management of the financial investment portfolio
- Consolidated net income from continuing operations, was € 26.6 million (€ 27.7 million in 2024); consolidated net income net of minority interests, came to € 14.2 million
- Net financial position of the parent company was positive and € 22 million higher at € 363.3 million
Milan, 1 August 2025 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR”, the “Group” or the “Company”), which met today under the chairmanship of Rodolfo De Benedetti, has approved the Semi-Annual Interim Report as of 30 June 2025 as presented by Chief Executive Officer Monica Mondardini.
Consolidated results
Consolidated revenues for the first half of 2025 came in at € 912.2 million, 1.7% lower than those of 2024 (€ 928.2 million), but 1.4% higher on a like-for-like basis and at constant exchange rates. KOS’s revenues were unchanged but showed an increase of 5.1% on a like-for-like basis, while Sogefi reported a 3% decline in its revenues or -1.2% at constant exchange rates, due to market trends in Europe.
The consolidated gross operating margin (EBITDA) for the first half of 2025 came in at € 141.4 million (15.5% of revenues), up from € 134.4 million in the same period of 2024 (14.5% of revenues). The increase in EBITDA was due to the improvement in the operating profitability of both KOS and Sogefi.
The consolidated operating result (EBIT) came to € 58.1 million, versus € 49.5 million in the first half of 2024, in line with the evolution of the EBITDA.
The parent company’s portfolio of financial asset recorded positive net financial income of €3.2 million, with a return of 0.8%, compared to €17.3 million in the first half of 2024 and a return of 4.6%. The 2025 return, particularly that of the private equity portfolio, was negatively affected by the depreciation of the dollar against the euro.
The net result of continuing operations, came to € 26.6 million, compared to € 27.7 million in 2024. The net result of the Group’s continuing operations totalled € 14.2 million (€ 19.8 million in the first half of 2024).
The net result of the Group, including the discontinued operations and net of minority interests, came in at € 14.5 million, versus net income of € 114.3 million in the first half of 2024, of which € 94.5 million related to the discontinued operations. It should be remembered that during the first half of 2024 Sogefi’s Filtration division was sold, giving rise to a significant capital gain, and the sale of the real estate complex in Via dell’Orso 8, Milan by CIR S.p.A. was also completed.
The first half of 2025 saw the generation of free cash flow before IFRS 16 from the continuing operations for an amount of € 11.4 million. Despite the greater flows of self-financing, the FCF was lower than that of 2024, which came to € 31.0 million, due to the greater absorption of working capital and the higher amount of net investment in fixed assets.
At 30 June 2025, before the application of IFRS16, the positive consolidated net financial position before IFRS 16 of € 190.9 million (versus + € 202.6 million at 31 December 2024 and + € 316.2 million at 30 June 2024) consisted of the following:
- A financial surplus for CIR and its financial subsidiary CIR Investimenti of € 363.3 million, up € 22 million from € 341.3 million at 31 December 2024, thanks to the receipt of dividends for € 23 million from the subsidiaries KOS and Sogefi;
- The total net debt of the industrial subsidiaries of € 172.4 million, which increased by € 33.7 million compared to 31 December 2024 (€ 138.7 million), after the distribution of dividends of € 39.0 million in the first half of the year and taking into account the recurring increase in working capital during the first half for both operating businesses.
Financial payables for rights of use, as per IFRS 16, totalled € 797.5 million at 30 June 2025 and thus the total consolidated net financial debt amounted to € 606.6 million (€ 615.0 million at 31 December 2024).
The equity of the Group stood at € 793.4 million at 30 June 2025, compared to € 791.2 million at 31 December 2024, posting an increase of € 2.2 million.
KOS
In the first half of 2025 KOS reported revenues of € 403.6 million, in line with the corresponding period of the previous year and up by 5.1% on a like-for-like basis (excluding the revenues of first half 2024 from the Suzzara hospital management, which came to an end in June 2024).
In Italy, the nursing homes (RSAs) reported a 5.8% rise in revenues thanks to the greater number of occupants in the facilities already operating (with an occupancy rate that rose from 92.9% in the first half of 2024 to 94.3%), and to a sustainable increase in fees and to the contribution of recently opened facilities. Rehabilitation, Psychiatric, non-residential and Acute Care reported an overall increase in revenues of 0.5%.
In Germany, revenues rose by 9.0%, with an occupancy rate of 90.6%, 1 percentage point higher than the previous year, and a substantial increase in fees agreed upon with the relative entities in a context of continuing increases in the labour costs for healthcare workers.
EBIT came to € 31.1 million, equal to 7.7% of revenues, up from € 27.9 million, 6.9% of revenues, in the first half of 2024.
Net income came in at € 7.9 million, up from € 5.0 million in the first half of 2024. It should be noted that, mainly due to the timing of tariff increases in Germany during the year, the second half typically records a more than proportional result compared to the first.
Free cash flow before IFRS16 was stable, with an increase in working capital of € 23.4 million resulting from the increase in receivables with the Public Administration, due to the rise in revenues and to the intra-annual recurring trend of these receivables.
The net debt before IFRS16 stood at € 153.5 million at the end of June 2025, compared to € 129.6 million at 31 December 2024, after investments in development of € 2.8 million and dividends of € 21.1 million, of which € 12.2 million paid to CIR.
The net debt including the receivables for rights of use totalled € 911.5 million at 30 June 2025, versus € 902.2 at 31 December 2024.
Sogefi
The consolidated revenues of the Sogefi group totalled € 508.6 million compared to € 524.1 million in first half 2024, posting a decline of 3.0%; at constant exchange rates revenues were down by 1.2%: -7.5% in Europe due to the weakness of the market, +5.6% in North America, +8.3% in South America and +9.9% in China.
EBIT, amounting to € 32.7 million, rose compared to the first half of 2024 (€ 27.8 million), with an EBIT margin of 6.4% of revenues, versus 5.3% in first half 2024.
Net income from continuing operations came to € 19.8 million, compared to € 10.8 million in first half 2024 (net income, including discontinued operations and net of the minority shareholder portion, totalled € 18.7 million versus € 145.8 million in the first half of 2024, which contained the net income of Filtration division for the first five months of the year and the net capital gain realized on the sale).
The free cash flow of continuing operations before IFRS 16 was a positive € 10.7 million, down from € 21.9 million in first half 2024. The lower FCF compared to the previous period was due to non-recurring cash flows reported in 2024 as the balance of intercompany payables by Filtration division before it was sold.
Net debt before IFRS 16 stood at € 19.3 million at 30 June 2025, compared to net debt of € 9.5 million at 31 December 2024, after dividend payments were made for a total of € 17.9 million, of which € 10.7 million to CIR.
Net debt including payables for rights of use stood at € 59.3 million at the end of June 2025, compared to net debt of € 55.0 million at 31 December 2024
Financial Management
In the first half of 2025 the financial markets were characterized by a high level of volatility and a marked weakness of the US currency, which against the euro lost 12.2% between the end of 2024 and 30 June 2025.
The parent company’s portfolio of financial assets, managed mainly by the subsidiary CIR Investimenti, reported net financial income of € 3.2 million, with a return of 0.8%, compared to € 17.3 million in the first half of 2024 with a return of 4.6%. More specifically, the return on “easily convertible assets” (shares, bonds, hedge funds) was 1.6%, while the private equity portfolio, mostly dollar denominated, suffered a loss of € 2.3 million, -3.9%, caused by the trend of the euro/dollar exchange rate.
Significant events that have occurred since 30 June 2025
As far as the Parent Company and its subsidiaries KOS and Sogefi are concerned, there have been no significant events that could affect the economic, patrimonial and financial information described.
Outlook for the year
As far as KOS is concerned, there is expected to be further consolidation of occupancy levels thanks to the gradual recovery of the regions that have not yet returned to full operativity and also to the growth of the facilities that have recently started operating. Provided there are no facts or circumstances that cannot at present be predicted, KOS’s operating results for 2025 should show a significant improvement on those of 2024,
As for Sogefi, visibility as to the performance of the automotive market in coming months is severely compromised by the difficulty in predicting the results of the tariffs.
On the basis of the latest S&P Global (IHS) estimates of world vehicle production and assuming a certain stability in commodity and energy prices, Sogefi confirms for 2025 its forecast of a mid-single-digit decline in revenues and a slightly higher EBIT margin than that recorded in 2024, excluding any non-recurring charges not expected at present and any new events/circumstances that could have a negative impact on the automotive market. However, a more significant decline in volumes over the next few months as a result of the tariffs cannot be ruled out.
As regards management of the financial assets of the holding company, given the continuing uncertainty linked to the geopolitical, macroeconomic and financial environment, the markets are expected to be subject to a high level of volatility.
Disclosure regarding the buyback of shares
Milan, 21 July 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 14 and 18 July 2025 it bought back, on the Euronext Milan market, n. 395,000 shares at an average unitary price of € 0.6079, for a total amount of € 240,118.00.
As of today, CIR S.p.A. is holding a total of 41,939,528 treasury shares, equal to 4.58% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 14 July 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 7 and 11 July 2025 it bought back, on the Euronext Milan market, n. 254,576 shares at an average unitary price of € 0.5913, for a total amount of € 150,542.68.
As of today, CIR S.p.A. is holding a total of 41,544,528 treasury shares, equal to 4.54% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 7 July 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 30 June and 4 July 2025 it bought back, on the Euronext Milan market, n. 270,000 shares at an average unitary price of € 0.5847, for a total amount of € 157,873.00.
As of today, CIR S.p.A. is holding a total of 41,289,952 treasury shares, equal to 4.51% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 30 June 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 23 and 27 June 2025 it bought back, on the Euronext Milan market, n. 288,546 shares at an average unitary price of € 0.5888, for a total amount of € 169,895.41.
As of today, CIR S.p.A. is holding a total of 41,019,952 treasury shares, equal to 4.48% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 23 June 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 16 and 20 June 2025 it bought back, on the Euronext Milan market, n. 245,000 shares at an average unitary price of € 0.5887, for a total amount of € 144,236.50.
As of today, CIR S.p.A. is holding a total of 40,731,406 treasury shares, equal to 4.45% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 16 June 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 9 and 13 June 2025 it bought back, on the Euronext Milan market, n. 368,274 shares at an average unitary price of € 0.6005, for a total amount of € 221,161.77.
As of today, CIR S.p.A. is holding a total of 40,486,406 treasury shares, equal to 4.42% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 9 June 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 3 and 6 June 2025 it bought back, on the Euronext Milan market, n. 275,000 shares at an average unitary price of € 0.6025, for a total amount of € 165,696.50.
As of today, CIR S.p.A. is holding a total of 40,118,132 treasury shares, equal to 4.38% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 3 June 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 30 May and 2 June 2025 it bought back, on the Euronext Milan market, n. 155,000 shares at an average unitary price of € 0.6096, for a total amount of € 94,488.00.
As of today, CIR S.p.A. is holding a total of 39,843,132 treasury shares, equal to 4.35% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 30 May 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 26 and 29 May 2025 it bought back, on the Euronext Milan market, n. 633,000 shares at an average unitary price of € 0.6119, for a total amount of € 387,335.50.
As of today, CIR S.p.A. is holding a total of 39,688,132 treasury shares, equal to 4.33% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
CIR: AGM minutes and Company Bylaws filed
Milan, 28 May 2025 – CIR S.p.A. announces that the minutes of the Ordinary and Extraordinary General Meeting of the Shareholders held on 28 April 2025 and the amended Bylaws are available on the authorized storage mechanism eMarket STORAGE (www.emarketstorage.com), at the Company’s registered office and on its website (www.cirgroup.it), respectively in section Governance/Shareholders meetings and Governance/ Governance System.
Disclosure regarding the buyback of shares
Milan, 26 May 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 19 and 23 May 2025 it bought back, on the Euronext Milan market, n. 1,097,612 shares at an average unitary price of € 0.6217, for a total amount of € 682,360.35.
As of today, CIR S.p.A. is holding a total of 39,055,132 treasury shares, equal to 4.26% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 19 May 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 12 and 16 May 2025 it bought back, on the Euronext Milan market, n. 850,000 shares at an average unitary price of € 0.6116, for a total amount of € 519,893.00.
As of today, CIR S.p.A. is holding a total of 37,957,520 treasury shares, equal to 4.14% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 12 May 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 5 and 9 May 2025 it bought back, on the Euronext Milan market, n. 765,000 shares at an average unitary price of € 0.6021, for a total amount of € 460,584.50.
As of today, CIR S.p.A. is holding a total of 37,107,520 treasury shares, equal to 4.05% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 5 May 2025 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2024, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 28 April and 2 May 2025 it bought back, on the Euronext Milan market, n. 390,000 shares at an average unitary price of € 0.5767, for a total amount of € 224,919.00.
As of today, CIR S.p.A. is holding a total of 36,520,042 treasury shares, equal to 3.99% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 28 April 2025 – Following the resolution of the Board of Directors on 14 March 2025 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 22 and 25 April 2025 it bought back, on the Euronext Milan market, n. 335,000 shares at an average unitary price of € 0.5539, for a total amount of € 185,549.50.
As of today, CIR S.p.A. is holding a total of 36,130,042 treasury shares, equal to 3.94% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Shareholders Meeting approves Financial Statements for 2024
The Ordinary and Extraordinary Meeting of the Shareholders:
- Approves the Financial Statements for the year ended 31 December 2024 and the allocation of the earnings for the year to reserves;
- Assigns the task of statutory audit of the accounts for the financial years 2026-2034 to the company Ernst & Young;
- Authorizes the buyback and disposal of own shares, subject to cancellation of the previous authorization for the part not yet executed;
- Approves the Company’s remuneration policy as set out in the first section of the Remuneration Report and votes in favour of the second section of the said report;
- Approves the 2025 Stock Grant Plan;
- Authorizes the cancellation of own shares without reduction of the share capital;
- Renews its authorization to the Board of Directors to increase the share capital and issue convertible bonds.
The Board of Directors adopts a resolution to continue with the share buyback plan in progress and assigns the units of the 2025 Stock Grant Plan.
Milan, 28 April 2025 – The Annual General Meeting of the Shareholders of CIR S.p.A. – Compagnie Industriali Riunite was held today in Milan under the chairmanship of Rodolfo De Benedetti, with ordinary and extraordinary sessions.
As per the terms of the rules currently in force and in compliance with Art. 8 of the Company Bylaws, Shareholder attendance at the Meeting was exclusively through the designated representative, appointed in accordance with Art. 135-undecies of D.Lgs. no. 58 of 24 February 1998 (“TUF”) and identified as Monte Titoli S.p.A.
Approval of the Financial Statements for 2024
The Shareholders approved the Financial Statements for financial year 2024 of CIR S.p.A. – Compagnie Industriali Riunite, without making any changes to the proforma version approved by the Board of Directors on 14 March 2025, published as per the terms of the law, which showed net income of € 105,826,709.96, and which the Shareholders voted to allocate as follows: (i) € 5,291,335.50 to the legal reserve; (ii) € 268,783.77 to the “Reserve for the revaluation of other financial assets”; (iii) € 100,266,590.69 to the “Retained Earnings reserve”.
The group closed the year with consolidated revenues of € 1,821.1 million, posting a 1.6% increase from € 1,791.6 million in 2023, a consolidated gross operating margin (EBITDA) of € 272.1 million, up by 14% from € 238.6 million in 2023, and a consolidated net result of € 132.2 million (€ 32.8 million in 2023).
Award of the task of statutory audit of the accounts and the attestation of compliance of the consolidated sustainability statement
Having examined the proposal and the relative rationale prepared by the Board of Statutory Auditors in accordance with Art. 13 of D.Lgs. no. 39/2010 and Art. 16, paragraph 2, of EU Regulation no. 537 of 16 April 2014, the Shareholders awarded the mandate task of statutory audit of the accounts for the period 2026-2034 and the mandate for the attestation of compliance of the consolidated sustainability statement for the years 2026-2028 to the company Ernst & Young – EY S.p.A.
Authorization for the buyback and disposal of own shares
After revoking the previous authorization to buy back own shares, adopted by the ordinary meeting of the Shareholders held on 29 April 2024, for the part not utilized, the AGM authorized the Board of Directors, for a period of eighteen months, to buy back a maximum of 150,000,000 own shares.
Including in the calculation the own shares already owned even through subsidiaries, the number of shares bought back must not in any case exceed 20% of the total number of shares constituting the share capital. This authorization is for the buyback at a unit price that must not be more than 15% higher or lower than the reference price recorded by the Company’s shares in the Stock Exchange trading session preceding each single buyback transaction or preceding the date on which the price is fixed, in the event of purchases following the procedures stated in points (i), (iii) and (iv) of the following paragraph. In any case, when the purchases are made with orders placed in the regulated market, the price must not be higher than the higher of the price of the last independent transaction and the highest current independent bid price in the same market.
The buyback must take place in the market, in compliance with the terms of Art. 132 of the TUF and with the terms of the law or the regulations in force at the moment of the transaction and more precisely (i) through a public tender offer to buy or exchange shares; (ii) on regulated markets following the operating procedures established in the relevant market regulations, and without the possibility to match bids to specific offers; (iii) through the assignment pro-rata of put options to the shareholders, to be assigned within 15 months of the date of the AGM resolution and with exercise date within 18 months of the same resolution; (iv) through the purchase and sale of derivative instruments traded on regulated markets that involve the physical delivery of the underlying shares in compliance with the further provisions contained in Art. 144-bis of Consob’s Rules for Issuers, and as per the terms of Articles 5 and 13 of the MAR. The authorization given includes the right to use the own shares acquired, without any time limits or constraints, even for the remuneration plans based on the Company’s shares.
The main reasons why this authorization is being renewed are the following: (a) to fulfil any obligations resulting from stock option plans or other awards of shares of the Company to employees or members of the Board of Directors of CIR or its subsidiaries, or to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; (b) to have a portfolio of own shares to use as consideration for any extraordinary transactions, even those involving an exchange of shares with other parties, within the scope of transactions of interest to the Company (a so-called “stock of securities”), all within the limits posed by current regulations; (c) to take action to support market liquidity, optimize the capital structure and remunerate shareholders in particular market conditions, all within the limits established by current rules and regulations; (d) to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trends; (e) for any other purpose qualified by the competent Authorities as admitted market practice in accordance with applicable European and domestic rules, and with the procedures established therein.
Remuneration policy
The Shareholders approved the first section of the “Report on remuneration and compensation” and expressed a vote in favour of the second section of the same Report.
Stock Grant Plan 2025
The Shareholders also approved 2025 Stock Grant Plan, aimed at directors and/or executives of the Company and its subsidiaries for a maximum number of 3,200,000 conditional units, not transferable to third parties or other beneficiaries, each of which will give the beneficiaries the right to be assigned 1 CIR share free of charge when time limits are reached and subject to compliance with the conditions set out in the rules of the 2025 Stock Grant Plan, as described in the Information Document prepared and published in compliance with the terms of D.Lgs. no. 58/98. The shares assigned will be made available from the treasury shares held by the Company. The plan has the aim of aligning the interests of management with the objectives of creating value for the group and its shareholders over a medium-long term time horizon and of encouraging those holding key positions to remain with the Group.
Cancellation of own shares
The extraordinary part of the meeting, after first revoking the part not executed of the resolution adopted by the Extraordinary Meeting of the Shareholders on 29 April 2024, authorized the Board of Directors proceed with the cancellation, without a capital reduction, of the CIR own shares held in the Company’s portfolio when the AGM authorization relating to the buyback and use of own shares expires, with the exclusion of the own shares needed to cover any commitments resulting from outstanding stock grant plans at any one time. The cancellation will be effected without recognizing any gains or losses to the income statement and without any effect on the total amount of the Company’s equity, which shall remain unchanged.
*****
Meeting of the Board of Directors
The Board of Directors of CIR, which met after the Annual General Meeting, voted to continue with the share buyback programme launched on 17 March 2024 and currently in progress. The new resolution is for the buyback of a maximum of 150,000,000 own shares, without prejudice to the limit of 20% of the share capital and the other characteristics of the programme, as approved by the Shareholders and already referred to above
As of 25 April 2025, CIR owned 36,130,042 own shares, equal to 3.94% of the Company’s share capital.
In accordance with the AGM resolution, the Board implemented the 2025 Stock Grant Plan, assigning a total of 2,703,304 rights to three beneficiaries.
After verifying that the appropriate requisites are still in place, the Board of Directors confirmed as independent directors Philippe Bertherat, Tommaso Nizzi, Elisabetta Oliveri, Francesca Pasinelli and Maria Serena Porcari – five directors out of a total of nine.
The Board also acknowledged that the members of the Board of Statutory Auditors are also in possession of the requisites for independence on the strength of a check carried out by the same.
Lastly, with the favourable opinion of the Board of Statutory Auditors, the Board of Directors voted to appoint Claudio Patrian as the executive responsible for the preparation of the Company’s financial statements as per the terms of Art. 154-bis of the TUF and in accordance with Art. 21 of the Company Bylaws. The appointment is effective as from 1 May 2025.
Claudio Patrian, 62, has been in CIR since 1998 and held the position of Head of Administration until 2006 and the position of Head of Administration, Accounting and Tax from 2006 until today. He is a member of the Board of Directors of KOS S.p.A. and CIR Investimenti S.p.A., and sole director of Jupiter Marketplace S.r.l. Previously he had positions of responsibility in administration and fiscal affairs in Italian finance companies belonging to the Chase Manhattan, Japan Leasing and AT&T groups. Claudio Patrian will replace Michele Cavigioli, who has held the position since 1 January 2021.
Disclosure regarding the buyback of shares
Milan, 18 April 2025 – Following the resolution of the Board of Directors on 14 March 2025 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 14 and 17 April 2025 it bought back, on the Euronext Milan market, n. 355,000 shares at an average unitary price of € 0.542, for a total amount of € 192,395.50.
As of today, CIR S.p.A. is holding a total of 35,795,042 treasury shares, equal to 3.91% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Update of the key information contained in the FDB shareholders’ agreement
Milan, 16 April 2025 – Notice is hereby given that the key information document drafted pursuant to Article 130 of Consob Regulation 11971/1999 (“Rules for Issuers”) on the shareholders’ agreement concerning shares in Fratelli De Benedetti S.p.A. (“FDB”) and CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) (the “FDB SHA“) has been updated as of 11 April 2025 for the purpose of taking into account the changes concerning the financial instruments of FDB and CIR held directly and indirectly by the parties to the FDB SHA, as well as the recent adhesion to the FDB SHA by two new legal entities, controlled by natural persons already adhering to the FDB Agreement.
The key information document on the provisions contained in the FDB SHA has been published, pursuant to the above-mentioned Art. 130 of the Rules for Issuers, on CIR’s website at www.cirgroup.it/en/shareholders-agreements/ .
Disclosure regarding the buyback of shares
Milan, 14 April 2025 – Following the resolution of the Board of Directors on 14 March 2025 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 7 and 11 April 2025 it bought back, on the Euronext Milan market, n. 787,000 shares at an average unitary price of € 0.5242, for a total amount of € 412,527.90.
As of today, CIR S.p.A. is holding a total of 35,440,042 treasury shares, equal to 3.87% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 7 April 2025 – Following the resolution of the Board of Directors on 14 March 2025 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 31 March and 4 April 2025 it bought back, on the Euronext Milan market, n. 1,021,000 shares at an average unitary price of € 0.5429, for a total amount of € 554,335.10.
As of today, CIR S.p.A. is holding a total of 34,653,042 treasury shares, equal to 3.78% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
CIR: filing of documentation for Annual General Meeting on April 28 2025
Milan, 4 April 2025 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 28, 2025, 10.00 a.m., at a single calling, it is announced that the following documentation:
- The Annual Report and Financial Statements for the year ended 31 December 2024, including the Sustainability Report 2024, the Report of the Board of Statutory Auditors, and the Reports of the Firm of Auditors (item 1 Ordinary Part);
- The Report on Corporate Governance and ownership structure as per Art. 123-bis TUF;
- The Report on the proposal to authorize the purchase and disposal of treasury shares (item 4 Ordinary Part);
- The Report on the remuneration policy and on compensation paid (item 5 Ordinary Part);
- The Report on the cancellation of treasury shares without reduction of share capital (item 1 Extraordinary Part);
- The Report on the proposal to authorize the increase of share capital (item 2 Extraordinary Part)
is available at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it (section Governance/Shareholders meetings) and on the authorized storage mechanism eMarket STORAGE.
Additional documentation relating to the Annual General Meeting, as required by current regulations, will be made available to the public, in the manner and within the time limits prescribed by law.
Disclosure regarding the buyback of shares
Milan, 31 March 2025 – Following the resolution of the Board of Directors on 14 March 2025 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 24 and 28 March 2025 it bought back, on the Euronext Milan market, n. 894,500 shares at an average unitary price of € 0.5756, for a total amount of € 514,841.05.
As of today, CIR S.p.A. is holding a total of 33,632,042 treasury shares, equal to 3.67% of its share capital. The subsidiaries of CIR do not own any shares in the Company.