Disclosure regarding the buyback of shares

Milan, 17 June 2024 – Following the resolution of the Board of Directors on 29 April 2024 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 10 and 14 June 2024 it bought back, on the Euronext Milan market, 1,129,000 shares at an average unitary price of € 0.5608, for a total amount of € 633,095.40. As of today, CIR S.p.A. is holding a total of 18,171,519 treasury shares, equal to 1.735% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 10 June 2024 – Following the resolution of the Board of Directors on 29 April 2024 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 3 and 7 June 2024 it bought back, on the Euronext Milan market, 825,735 shares at an average unitary price of € 0.5597, for a total amount of € 462,175.91. As of today, CIR S.p.A. is holding a total of 17,042,519 treasury shares, equal to 1.63% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: AGM minutes and Company Bylaws

Milan, 28 May 2024 – CIR S.p.A. announces that the minutes of the Ordinary General Meeting of the Shareholders held on 29 April 2024 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.

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Disclosure regarding the buyback of shares

Milan, 27 May 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 20 and 24 May 2024 it bought back, on the Euronext Milan market, 524,500 shares at an average unitary price of € 0.551, for a total amount of € 289,024.80.

As of today, CIR S.p.A. is holding a total of 15,862,499 treasury shares, equal to 1.515% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

The cancellation of n. 60,000,000 of own shares, approved by the extraordinary shareholders’ meeting on 29 April 2024, was executed on 24 May 2024. The filing of the articles of association with the company register, which acknowledge the change in the number of shares constituting the share capital following the cancellation, took place today.

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Disclosure regarding the buyback of shares

Milan, 20 May 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 13 and 17 May 2024 it bought back, on the Euronext Milan market, 817,000 shares at an average unitary price of € 0.5619, for a total amount of € 459,081.80.

As of today, CIR S.p.A. is holding a total of 75,337,999 treasury shares, equal to 6.80% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

The cancellation of n. 60,000,000 of own shares, approved by the extraordinary shareholders’ meeting on 29 April 2024, will become effective upon filing of the articles of association with the company register which will acknowledge the change in the number of shares constituting the share capital following, the cancellation itself, to be carried out within 30 days from the date of the aforementioned meeting.

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CIR: EGM minutes and Company Bylaws

Milan, 15 May 2024 – CIR S.p.A. announces that the minutes of the Extraordinary General Meeting of the Shareholders held on 29 April 2024 and the amended Bylaws are available on the authorised 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.

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Disclosure regarding the buyback of shares

Milan, 13 May 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 6 and 10 May 2024 it bought back, on the Euronext Milan market, 427,000 shares at an average unitary price of € 0.568, for a total amount of € 242,525.40.

As of today, CIR S.p.A. is holding a total of 74,520,999 treasury shares, equal to 6.73% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

The cancellation of n. 60,000,000 of own shares, approved by the extraordinary shareholders’ meeting on 29 April 2024, will become effective upon filing of the articles of association with the company register which will acknowledge the change in the number of shares constituting the share capital following, the cancellation itself, to be carried out within 30 days from the date of the aforementioned meeting.

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Disclosure regarding the buyback of shares

Milan, 6 May 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 29 April and 3 May 2024 it bought back, on the Euronext Milan market, 235,550 shares at an average unitary price of € 0.5654, for a total amount of € 133,173.12.

As of today, CIR S.p.A. is holding a total of 74,336,889 treasury shares, equal to 6.71% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

The cancellation of n. 60,000,000 of own shares, approved by the extraordinary shareholders’ meeting on 29 April 2024, will become effective upon filing of the articles of association with the company register which will acknowledge the change in the number of shares constituting the share capital following, the cancellation itself, to be carried out within 30 days from the date of the aforementioned meeting.

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CIR: AGM approves Financial Statements for 2023

The Ordinary and Extraordinary Meeting of the Shareholders:

  • Approves the Financial Statements for year ended 31 December 2023 and the allocation of the net income for the year;
  • Authorizes the buy-back and use of own shares, subject to revoking the previous authorization for the part not executed;
  • Approves the Company’s remuneration policy contained in the first section of the Remuneration Report and adopts a vote in favour of the second section of the same report;
  • Approves a stock grant plan for 2024;
  • Appoints an Alternate Auditor to make up the number of members of the Board of Statutory Auditors;
  • Votes to cancel own shares without reducing the share capital.

The Board of Directors votes to continue the share buyback plan currently in progress and assigns the units of the new Stock Grant Plan 2024.

Milan, 29 April 2024 – 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, in both an ordinary and an extraordinary session.

As per the terms of Art. 106 of Decree Law no. 18 of 17 March 2020, transposed with some amendments by Law no. 27 of 24 April 2020 and recently extended an effect of Law no. 18 of 23 February 2024, the Shareholders attended solely through the designated representative, appointed in accordance with the terms of Art. 135-undecies of D.Lgs no. 58 of 24 February 1998 (“TUF”) and identified as Monte Titoli S.p.A., to whom proxies/sub-proxies were give as per Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph4, of the TUF.

Approval of the Financial Statements for 2023

The Shareholders approved the Financial Statements for the year 2023 of CIR S.p.A. – Compagnie Industriali Riunite, making no changes to the pro-forma statements approved by the Board of Directors on 11 March 2024 and published as per the terms of the law, which showed a net loss of € 6,720,331 that the Shareholders voted to cover in its entirety using the available funds from the “Other reserves”.

The group closed the year with consolidated revenues of € 2,379.8 million (€ 2,226.8 million in 2022), a consolidated gross operating margin of € 352.2 million (€ 296.2 million in 2022) and a consolidated net result of € 32.8 million (-€ 0.2 million in 2022).

Authorization to buy back and use own shares 

After revoking the resolution authorizing the buyback of own shares approved by the ordinary Annual General Meeting held on 28 April 2023 for the part not utilized, the Shareholders authorized the Board of Directors, and for the Board the Chairman and the Chief Executive Officer, severally, for a period of eighteen months, to buy back a maximum of 208,000,000 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 benchmark 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 operating procedures established in the rules for organizing and managing the said markets, which do not allow bids and offers to be matched directly; (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 authorizing the same with exercise 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. As far as the disposal (transfer) of the own shares is concerned, the resolution submitted includes the authorization to carry out various forms of disposal, including the right to use the own shares bought back, 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 obligations resulting from possible 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 shareholdings, 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 engage in 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 trend; (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 on compensation paid” and expressed a vote in favour of the second section of the same report.

Stock Grant Plan 2024

The AGM also approved the Stock Grant Plan for 2024 aimed at directors and/or executives of the company and its subsidiaries for a maximum number 4,000,000 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 the time is right and subject to compliance with the conditions set out in Stock Grant Plan 2024 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.

Completion of the number of members of the Board of Statutory Auditors 

The Shareholders appointed Mr. Gaetano Rebecchini as an alternate auditor, thus making up the numbers of the Board of Statutory Auditors after the untimely passing of one of the alternate auditors appointed by the Shareholders’ Meeting in April 2023.

Cancellation of 60,000,000 own shares 

The Shareholders’ meeting, in an extraordinary session, voted to cancel 60,000,000 own shares (equal to 5.42% of the share capital) with no nominal value without reducing the share capital, and also to cancel any own shares that may be bought back on the strength of the AGM authorization to buy back own shares approved at today’s ordinary session, without reducing the share capital, up to a maximum overall number of shares not exceeding 208,000,000 shares, giving the Board of Directors the power to execute the latter cancellation, either in smaller parts or as a single transaction, within 24 months of the date of the AGM, determining the actual number of own shares to be cancelled, but excluding the own shares which, together with any other own shares already in the Company’s portfolio, may be needed to cover commitments resulting from time to time from outstanding stock grant plans.  

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 16 March 2022 and currently in progress. The new resolution is for the buyback of a maximum of 208,000,000 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 28 April 2024 CIR owned 75,186,274 own shares, equal to 6.79% of the Company’s share capital.

After verifying that the requisites are still in place, the Board of Directors confirmed the independent director status of 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, in accordance with the AGM resolution, the Board of Directors implemented Stock Grant Plan 2024, assigning a total of 2,982,130 rights to four beneficiaries.

Sogefi: AGM approves financial statements for 2023

DIVIDEND OF EURO 0,20
BOARD OF STATUTORY AUDITORS APPOINTED FOR 2024-2026

Milan, 22 April 2024 – The Annual General Meeting of the Shareholders of Sogefi S.p.A. was held today under the chairmanship of Monica Mondardini.

As per the terms of Art. 106, paragraph 4, of Decree Law no. 18 of March 17 2020, converted with amendments into Law no. 27 of April 24, 2020, as further amended and extended, the Shareholders were able to attend only through the designated representative, appointed in accordance with Art. 135-undecies of D.Lgs no. 58 of February 24 1998 (TUF) and identified as Monte Titoli S.p.A., to whom proxies/sub-proxies were also assigned as per Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF.

APPROVAL OF THE FINANCIAL STATEMENTS 2023

The Shareholders approved the Financial Statements for the year 2023.

Sogefi closed the year with consolidated revenues of € 1,627.9 million (€ 1,543.4 million in 2022), EBITDA of € 221.4 million (€ 195.1 million in 2022) and net income of € 57.8 million (€ 29.6 million in 2022).

The parent company Sogefi S.p.A. reported a net income of €6.7 million, compared to the net loss of € 58.7 million in 2022, which included a write-down of equity investments, recognized on the basis of the impairment test, equal to € 78.9 million compared to a recovery of value, equal to €9.4 million, registered in financial year 2023.

The Shareholders’ Meeting approved the Board of Directors’ proposal to distribute a dividend per share  of €0.20 to each of the 118,652,484 shares in circulation, for a total of € 23,730,484, using the net income for the year and withdrawing the difference from the “Retained earnings” reserve.

The dividend will be paid as from 8 May 2024, after coupon detachment on 6 May 2024 and “record date” on 7 May 2024.

COMPENSATION POLICY AND STOCK GRANT PLAN

The AGM approved the first section of the Report on Compensation and remuneration paid and expressed a vote in favour of the second section of the same Report.

The Shareholders also approved the Stock Grant Plan for 2024 aimed at employees of the Group holding strategically important roles for a maximum of 1,250,000 conditional rights, each of which will give the beneficiaries the right to be assigned free of charge n. 1 Sogefi share. The shares thus assigned will be made available from the own shares held by the Company. The plan aims to align the interests of management with the objective of creating value for the Group and its Shareholders over a medium-long term time horizon, stimulating the commitment to achieving common objectives at Group level and encouraging those who hold important positions to remain within the Group.

AUTHORIZATION TO BUY BACK OWN SHARES

The Shareholders renewed for a period of 18 months the authorization to the Board of Directors to buy back a maximum of 10 million of its own shares, at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the Sogefi shares in the Stock Exchange trading session preceding each individual buyback transaction or the date on which the price is fixed, in case of buyback according to letters (a), (c) and (d) of the following paragraph and, in any case, when the purchases are made in the regulated market, the price cannot be higher than the higher of the price of the last independent transaction and the highest current independent bid price on the same market.

The purchase must take place in the market, in accordance with what is set out in Art. 132 of Legislative Decree 58/98 and as well as by the rules of law and regulations in force at the moment of the transaction and more specifically (a) through a public offer to buy or exchange shares; (b) on regulated markets following operating procedures set out in the rules for organizing and managing the same markets, which do not allow bid prices to be matched directly with offer prices; (c) through pro-rata assignation to the shareholders of put options to be assigned within 15 months of the date of the Shareholders meeting resolution and exercisable within 18 months of the same date; (d) through the purchase and sale of derivative instruments traded on regulated markets that involve the physical delivery of the underlying shares in accordance with the provisions contained in Art. 144-bis of the Rules for Issuers, as well as in accordance with the provisions of Art. 5 and 13 of the EU Regulation no. 596/2014.

The main reasons why the authorization is renewed are: (i) to fulfill the obligations deriving from any share option programs or other assignments of shares of the Company to employees or members of the administrative bodies of Sogefi S.p.A. or subsidiaries, as well as fulfill any obligations arising from any debt instruments convertible or exchangeable with equity instruments; (ii) to dispose of a portfolio of treasury shares to be used as consideration in any extraordinary transactions, including exchange of shareholdings, with other parties in the context of transactions of interest to the Company (so-called “securities warehouse”); (iii) to carry out activities to support market liquidity, optimizing the capital structure, remunerating shareholders in particular market situations, all within the limits established by current legislation; (iv) to seize opportunities for value creation, as well as efficient use of liquidity in relation to market trends; (v) for any other purpose that the competent Authorities may qualify as market practices permitted pursuant to the applicable European and domestic regulations, and with the methods established therein.

As of today, the Company owns n. 1,465,574 treasury shares, equal to 1.22% of the share capital.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The Shareholders’ Meeting also appointed the members of the Board of Statutory Auditors of the Company for the three years 2024-2026. The Effective Auditors are Daniela Delfrate (Chairman of the Board of Statutory Auditors), Gaetano Rebecchini and Rita Rolli. The Alternate Auditors are Luigi Borré, Anna Maria Allievi and Franco Aldo Abbate. The Auditors were drawn from the list presented by the majority Shareholder CIR S.p.A., with the exception of the Chairman Daniela Delfrate and the Alternate Auditor Franco Aldo Abbate, who were selected from the minority list presented by Navig S.a.s.

All members of the Board of Statutory Auditors have declared that they possess the independence requirements pursuant to art. 148 of the TUF and to Corporate Governance Code issued by the Italian Stock Exchange. The Board of Statutory Auditors verified the existence of these requirements.

RENEWAL OF PROXY TO THE BOARD OF DIRECTORS

In extraordinary session, the Shareholders’ Meeting, after revocation of the existing delegation, granted new proxy to the Board of Directors (i) for capital increases, also with exclusion or limitation of the right of option pursuant to art. 2441 IV and V paragraphs of the Civil Code, up to a maximum amount of €100 million, (ii) for capital increases in favor of directors and employees of the Company and its subsidiaries, for a maximum amount of €5.2 million, and (iii) for the issuing, even with the exclusion of the right of option, and in this case in favor of institutional investors, convertible bonds or with accessory rights of share allocations, even with foreign currency, with a corresponding increase in share capital, up to a maximum amount of €100 million.

Disclosure regarding the buyback of shares

Milan, 22 April 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 15 and 19 April 2024 it bought back, on the Euronext Milan market, 1,067,613 shares at an average unitary price of € 0.5705, for a total amount of € 609,106.71. As of today, CIR S.p.A. is holding a total of 74,388,824 treasury shares, equal to 6.72% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Sogefi: results for first quarter 2024

Revenues: -3.9% at € 263.2 million, -3.1% at constant exchange rates

EBIT: significantly higher at € 14.6 million (€ 6.5 million in first quarter 2023)

Net income: +13.5% at € 15.0 million (€ 13.2 million in first quarter 2023)

Free Cash Flow positive for € 30.7 million (€ 39.6 million in first quarter 2023)

Reduction of debt before IFRS 16 to € 171.4 million (€ 186.9 million at end of March 2023)

Milan, 22 April 2024 – The Board of Directors of Sogefi S.p.A., which met today under the chairmanship of Monica Mondardini, has approved the interim report on operations of the group as of 31 March 2024, as presented by Chief Executive Officer Frédéric Sipahi. Sogefi, a company of the CIR GROUP, is one of the main producers worldwide of automotive components in the Air and Cooling, Filtration and Suspensions sectors.

PERFORMANCE OF THE MARKET

In the first quarter of 2024 world car production declined by 0.8% on the first quarter of 2023. Growth was reported in China (+4.3%) and India (+6.6%), a decline in Mercosur (-5.6%) and in Europe (-5.9%), a geographical area that in 2023 had shown a strong recovery, and substantial stability in NAFTA (+1.4%).

For the year 2024, S&P Global (IHS), a source commonly used in the sector, expects that world production will remain stable compared to 2023, with a positive trend in China and India, substantial stability in NAFTA and Mercosur and a decline of 2.6% in Europe.

SUMMARY OF SOGEFI’S PERFORMANCE IN FIRST QUARTER 2024

Taking into account the agreement signed on 23 February 2024 for the sale of the Filtration Business Unit, the income statement figures for the first quarters of 2023 and 2024 of these businesses are shown in accordance with IFRS 5, i.e. reclassifying the result of the business to the item “income from assets held for sale and discontinued operations”. Therefore, the figures commented on below refer to the consolidation of the continuing businesses and exclude Filtration.

The consolidated revenues of the Group recorded a decline of 3.9% (-3.1% at constant exchange rates) compared to the first quarter of 2023 because of the lower production volumes in Europe due to the performance of the market (-5.9%).

The results showed a significant improvement compared to the first quarter of 2023:

  • EBITDA, totalling € 33.7 million, was up by 30.9% compared to the same period of 2023, with an EBITDA margin of 12.8%;
  • EBIT, amounting to € 14.6 million, was significantly higher than in first quarter 2023, € 6.5 million, with an EBIT margin of 5.6% of revenues, up from 2.4%;
  • Net income from continuing operations was € 5.6 million;
  • Total net income, including the net income of the Filtration business, destined for disposal, came in at € 15 million (+13.5% versus € 13.2 million in the first quarter of 2023);
  • Free cash flow was a positive € 30.7 million (€ 39.6 million in first quarter 2023);

Net debt (before IFRS 16) declined to € 171.4 million at 31 March 2024, compared to € 200.7 million at 31 December 2023 and € 186.9 million at 31 March 2023.

Commercial activity was positive both in terms of total value of the contracts acquired and in terms of mix, with 48% of the value of the new contracts acquired during the year destined for E-mobility. Significant new contracts were awarded in Europe, China and North America.

Air and Cooling obtained most of its new orders in North America and China for the supply of air manifolds and water pumps. 46% of the value of the new contracts obtained by the Air and Cooling division in first quarter 2024 was for components for E-mobility platforms.

Suspensions obtained new business mainly for the supply of stabilizer bars in China to a totally electric player, and in India to a producer of buses. 57% of the value of the new contracts obtained in first quarter 2024 by the Suspensions divisions were for components for E-mobilityplatforms.

RESULTS FOR FIRST QUARTER 2024

Revenues for the first quarter of 2024 came in at € 263.2 million and were down by 3.9% at current exchange rates and by 3.1% at constant exchange rates on the numbers for first quarter 2023.

The performance of revenues was affected mainly by the evolution recorded in Europe                  (-8.5%), caused principally by the downturn in the market (-5.9%). In South America and North America revenues were substantially unchanged at +1.5% e +0.3% respectively at constant exchange rates, while in China and India they showed growth of 14.9% and +9.9% respectively at constant exchange rates.

Suspensions reported a decline in revenues of 5.7% (-5.2% at constant exchange rates) affected by the unfavourable trend of the market in Europe; by contrast, significant growth was recorded in China and India which posted +55.7% and +9.9% respectively at constant exchange rates.

Air and Cooling reported revenues that were down by 1.4% (-0.1% at constant exchange rates), outperforming the market in Europe (+0.9%) and holding up well in the North American market.  

EBITDA came in at € 33.7 million, posting growth of 30.9% on first quarter 2023 (€ 25.8 million). The EBITDA marginrose from 9.4% in 2023 to 12.8% in the same period of 2024.

The contribution margin rose by 5.7% compared to the first quarter of 2023, with a profit margin (the ratio in % of the contribution margin/revenues) widening from 25.8% in first quarter 2023 to 28.4% in the same period of 2024 thanks partly to lower raw material and energy costs.

The impact of fixed costs on revenues was 15.4%, unchanged from 2023.

Other charges, which in particular include exchange rate differences, made a positive contribution of € 0.1 million to EBITDA versus a negative contribution of € 2.4 million in first quarter 2023.   

EBIT totalled € 14.6 million, up from € 6.5 million in the first quarter of 2023, and the ratio to revenues rose from 2.4% in first quarter 2023 to 5.6% in the same period of 2024. The increase mainly reflects the improvement in the results of Suspensions.

Financial expense, equal to € 5.1 million, was higher than that of the same period of 2023 (€ 4.1 million) mainly due to the (no cash) financial charges relating to the application of IAS 29 (Financial Reporting in Hyperinflationary Economies) to the Argentinian subsidiary. Tax expense came to € 3.9 million (€ 1.6 million in first quarter 2023).

The net income from operating activity was a positive € 5.6 million versus € 0.8 million in the same period of the previous year.

The net result of “assets held for sale and discontinued operations” (Filtration) came to € 10.4 million in the first quarter of 2024, down from € 13.2 million in first quarter 2023 taking also into account the non-recurring costs relating to the extraordinary transaction in progress.

The Group reported net income of € 15 million, posting a 13.5% increase from € 13.2 million in the previous year thanks to the higher net result of continuing operations (Suspensions and Air and Cooling).  

Free Cash Flow was positive for € 30.7 million versus € 39.6 million in first quarter 2023.

At 31 March 2024 shareholders’ equity, excluding minority interests, stood at € 295.5 million, up from € 272.9 million at 31 December 2023. The increase reflects the net result for the period, the positive currency translation differences, the fair value of cash flow hedging instruments and other changes.

The net financial debt before IFRS 16 amounted to € 171.4 million at 31 March 2024, down from € 200.7 million at 31 December 2023 and € 186.9 at 31 March 2023. Including financial payables for rights of use, in compliance with IFRS 16, net debt totalled € 235.7 million at 31 March 2024 compared to € 266.1 million at 31 December 2023 and € 255.9 at 31 March 2023.

At 31 March 2024 the Group had committed credit lines in excess of its requirements for € 258 million.

SIGNIFICANT EVENTS THAT HAVE OCCURRED SINCE 31 MARCH 2024

Nothing significant has happened since the end of March that could have an impact on the economic, patrimonial and financial information as of 31 March 2024.

OUTLOOK FOR THE YEAR

Visibility as to the trend of the automotive market in 2024 remains limited due to uncertainty linked to the evolution of the macroeconomic and geopolitical scenarios. S&P Global (IHS) expects that after the growth reported in 2023 world car production will remain stable, with Europe declining by 2.6%, marginal growth in China and India and overall stability in the other geographical areas.

As far as commodity and energy prices are concerned, the early months of 2024 have confirmed a certain stability, already seen in the second half of 2023, but prices remain exposed to the risk of higher volatility caused by geopolitical tensions. The pressure of inflation on labour costs also remains a source of tension in certain geographical areas. In this scenario the Group is constantly monitoring performance in the various geographical areas and seeking fair agreements with all of its customers with regard to selling prices.  

In the absence of any factors causing the macroeconomic scenario to deteriorate compared to today and assuming that the Filtration division will be deconsolidated in line with what has already been disclosed, for 2024 it is expected that for the divisions that continue to operate (Suspensions and Air and Cooling) there will be low single-digit revenue growth, higher than that forecast for the automotive market, with operating profitability, excluding non-recurring charges, showing an improvement on that reported for the year 2023 and a positive net result.

Disclosure regarding the buyback of shares

Milan, 15 April 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 8 and 12 April 2024 it bought back, on the Euronext Milan market, 1,423,500 shares at an average unitary price of € 0.5508, for a total amount of € 784,127.42. As of today, CIR S.p.A. is holding a total of 73,321,211 treasury shares, equal to 6.62% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Publication of the resolution proposal on integration of Statutory Auditors – appointment of an Alternate Auditor

Milan, 15 April 2024 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 29, 2024, 10.00 a.m., at a single calling, it is announced that the resolution proposal submitted by F.lli De Benedetti S.p.A. related to the 5. item on the agenda – ordinary part “Integration of the Board of Statutory Auditors through the appointment of an Alternate Auditor” 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.

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Disclosure regarding the buyback of shares

Milan, 8 April 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 3 and 5 April 2024 it bought back, on the Euronext Milan market, 299,000 shares at an average unitary price of € 0.5376, for a total amount of € 160,741.15. As of today, CIR S.p.A. is holding a total of 71,897,711 treasury shares, equal to 6.49% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: filing of documentation for Annual General Meeting on April 29 2024

Milan, 5 April 2024 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 29, 2024, 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 2023, the Report of the Board of Statutory Auditors, and the Reports of the Firm of Auditors (item 1 Ordinary Part);
  • The Consolidated Non-Financial Report for 2023;
  • 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 2 Ordinary Part);
  • The Report on the remuneration policy and on compensation paid (item 3 Ordinary Part);
  • The Report on the cancellation of treasury shares without reduction of share capital (item 1 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.

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Disclosure regarding the buyback of shares

Milan, 3 April 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 28 March and 2 April 2024 it bought back, on the Euronext Milan market, 212,100 shares at an average unitary price of € 0.5394, for a total amount of € 114,409.05. As of today, CIR S.p.A. is holding a total of 71,598,711 treasury shares, equal to 6.47% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 28 March 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 25 and 27 March 2024 it bought back, on the Euronext Milan market, 792,200 shares at an average unitary price of € 0.5483, for a total amount of € 434,395.13. As of today, CIR S.p.A. is holding a total of 71,386,611 treasury shares, equal to 6.45% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: filing of documentation for Annual General Meeting on April 29 2024

Milan, 26 March 2024 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 29, 2024, 10.00 a.m., at a single calling, it is announced that the following documentation:

– Proposal regarding the approval of the Stock Grant Plan 2024 (item 4 Ordinary Part);

– Report of the Board of Directors on the Integration of the Board of Statutory Auditors through the appointment of an Alternate Auditor (item 5 Ordinary 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.

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Disclosure regarding the buyback of shares

Milan, 25 March 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 18 and 22 March 2024 it bought back, on the Euronext Milan market, 1,159,070 shares at an average unitary price of € 0.5331, for a total amount of € 617,944.00. As of today, CIR S.p.A. is holding a total of 70,594,411 treasury shares, equal to 6.38% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 18 March 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 11 and 15 March 2024 it bought back, on the Euronext Milan market, 1,860,364 shares at an average unitary price of € 0.5308, for a total amount of € 987,519.15. As of today, CIR S.p.A. is holding a total of 69,435,341 treasury shares, equal to 6.27% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Update of the key information contained in the FDB shareholders’ agreement

Milan, 18 March 2024 – 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 18 March 2024 for the purpose of taking into account changes concerning the financial instruments of CIR held directly and indirectly by the parties to the FDB SHA and the tacit renewal of FDB SHA for further three years, until 16 March 2027.

The key information document on the provisions contained in the FDB SHA and an extract of the 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/.

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Disclosure regarding the buyback of shares

Milan, 11 March 2024 – Following the resolution of the Board of Directors on 28 April 2023 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 28 April 2023, CIR S.p.A. announces that between 4 and 8 March 2024 it bought back, on the Euronext Milan market, 1,564,689 shares at an average unitary price of € 0.5283, for a total amount of € 826,604.86. As of today, CIR S.p.A. is holding a total of 67,999,174 treasury shares, equal to 6.14% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: results for the year 2023

  • Consolidated revenues up by 6.9% on 2022, at € 2,379.8, +10% million in the healthcare sector and +5.5% in the automotive sector (+9.1% at constant exchange rates)
  • Consolidated EBITDA at € 352.2 million, +18.9% on 2022
  • Consolidated net income at € 32.8 million
  • Net financial position of the parent company positive and substantially unchanged at € 314.4 million; sizeable reduction in the debt of the industrial subsidiaries (-€ 70 million)
  • CIR and its subsidiaries reached the objectives set out in their sustainability plans
  • Proposal to not distribute dividends but to renew the authorization to carry out buyback for a maximum of 208,000,000 shares, with cancellation of own shares held in the portfolio, without any reduction of the share capital


Milan, 11 March 2024 – 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 proposed financial statements for the year and the consolidated financial statements of the group as of 31 December 2023, as presented by Chief Executive Officer Monica Mondardini.

Consolidated results

In 2023 the CIR group achieved a net improvement in its consolidated results.

Revenues rose to € 2,379.8 million, posting an increase of 6.9% on 2022, with positive dynamics in both sectors of the group’s business.

The consolidated gross operating margin (EBITDA) for 2023 came in at € 352.2 million (14.8% of revenues), up from € 296.2 million in the same period of 2022 (13.3% of revenues). The higher EBITDA was due to the increase in revenues and profitability of both KOS and Sogefi, as illustrated in more detail below.

The consolidated operating result (EBIT) came to € 146.2 million, up by 74.3% from € 83.9 million in 2022.

The consolidated net result was a positive € 32.8 million, versus breakeven in 2022, with increases in all of the businesses.

Consolidated net debt before IFRS16 declined to € 17.8 million at 31 December 2023 from € 81.8 million at 31 December 2022:

  • The net financial debt of the subsidiaries was € 332.2 million versus € 402.2 million at 31 December 2022;
  • The net financial position of the Parent Company (including the subsidiaries CIR Investimenti and CIR International) was positive for € 314.4 million, down slightly from the figure at 31 December 2022 (€ 320.4 million) as an effect of the buyback of own shares for € 14.0 million.

The consolidated net financial debt including the IFRS16 liabilities amounted to € 871.5 million at 31 December 2023, including rights of use of € 853.7 million, mainly referring to the subsidiary KOS (€ 788.8 million), which operates principally in leased premises.

The shareholders’ equity of the Group stood at € 753.6 million at 31 December 2023 (€ 743.4 million at 31 December 2022).

KOS

KOS’s business activity, which was strongly hit by the consequences of the pandemic, has been reporting a gradual recovery since the middle of 2021; in 2023 the Functional and Psychiatric Rehabilitation sector was running to full capacity again and as for the nursing-home sector the return to full occupancy, both in Italy and in Germany, should be completed during 2024.

Revenues for 2023 came in at € 751.9 million, posting a 10.0% rise on 2022, thanks to the recovery in all of the sectors: +12.1% for NHs (nursing homes) in Italy and +15.4% for NHs in Germany, where the increased revenues also include an adjustment of tariffs, and +7.2% for Functional and Psychiatric Rehabilitation.

EBIT rose to € 53.0 million from € 30.3 million in 2022, despite the end of the significant support still guaranteed in 2022 by the German healthcare system to social healthcare providers. The increase in the operating result was due to the higher level of activity, the adjustments to tariffs, the recovery of operating efficiency, thanks to the higher level of occupancy and to the “normalization” of the public health situation, and the inversion of the trend of energy costs compared to 2022.

The net result was a positive € 11.7 million (-€ 0.8 million in 2022). The net result in Italy showed a distinct recovery, although it was still lower than pre-crisis levels; performance was more critical in Germany, where the results of the subsidiary Charleston, as was the case for the entire sector in which it operates, reflect the end of the significant subsidies paid out in the previous year and an adjustment of tariffa insufficient to cover the higher costs incurred during the two-year period 2022-2023, which particularly affected healthcare costs.

Free cash flow before the application of IFRS16 was positive for € 46.4 million: operating cash flow amounted to € 15.7 million, income of € 36.8 million was recorded on the sale of assets (sale of the Indian business in the Diagnostics and Cancer Care sector and of properties in Italy).  Investments were made in development for an amount of € 6.1 million.

Net debt, excluding liabilities resulting from the application of IFRS16, totalled € 131.9 million at year-end 2023 (€ 178.3 million at year-end 2022); total net debt, including the IFRS16 liabilities, stood at € 920.7 million.

On 28 June 2023 the sale was completed of the Diagnostics and Cancer Care business in India, thus concluding the refocusing strategy begun in 2020 with the sale of Medipass. The equity value of the sale, net of transaction costs, was € 18.6 million with a net capital gain of € 1.5 million.

The Board of Directors of KOS S.p.A. voted to propose that the Annual General Meeting of the Shareholders, scheduled for 24 April 2024, distribute a dividend for a total amount of € 11.7 million. CIR’s share of the dividend entitlement is € 7.0 million.

In 2024, it is expected that business will return to full operating capacity in all sectors, including the NHs, and that the return to profit will continue thanks to the increase in saturation, the ramp-up of the numerous greenfield projects developed in the last few years and to the recovery plan in progress in Germany, which rests on the assumption that the country’s health system will allow gradual increases in fees to compensate for the increase in costs over the last three years.

Sogefi   

In 2023 the automotive market recorded a vigorous recovery, with world production of motor vehicles posting growth of 9.4% compared to 2022 and progress made in all geographical areas: +12.5% in Europe, +9.5% in NAFTA, +9.4% in China, +6.3% in India and +3.5% in Mercosur. Global production for the year reached the volumes of 2019 (+1.2%), thanks to China (+17.2%) and India (+29.5%), while particularly Europe is still lower (-13.0%), as are Mercosur (-9.6%) and NAFTA (-4.1%). On the production cost front, tensions eased in the commodity and energy markets while labour costs were affected by the inflation recorded in the last two years.

The Group’s consolidated revenues were € 1,627.9 million grew by 5.5% compared to 2022 and by 9.1% at constant exchange rates, which reflects the higher production volumes (+6.1%) and higher selling costs (+2.8%).

EBIT, amounting to € 105.2 million, was up by 49.2%, with an EBIT margin at 6.5% of sales, up from 4.6% in 2022.

Net income was € 57.8 million (+95.4% versus € 29.6 million in 2022).

Free cash flow was positive for € 37.9 million (€ 29.3 million in 2022) and net debt (before IFRS16) declined to € 200,7 million at 31 December 2023, from € 224.3 million at 31 December 2022 (due to the free cash flow generated and net of the dividends paid to minority shareholders and the fair value of derivatives).  

Commercial activity was positive for all divisions too, both in terms of the total value of the contracts acquired and in terms of mix, with 31% of the value of the new contracts acquired during the year being for e-mobility. Significant new contracts were awarded in North America, Europe and China.

The Group has an ambitious plan of development for the Air & Cooling sector particularly in thermal management products destined for the Electric Vehicle sector. It is also engaged in a turn-around plan for the Suspensions division after the loss of profitability caused by the increased production costs, which have not been entirely compensated by the price adjustments and the action taken over the last three years to rationalize the production structure.

The Board of Directors of Sogefi S.p.A. has voted to propose that the Annual General Meeting of the Shareholders, to be held on 22 April 2024, distribute a dividend for a total amount of € 23.7 million. CIR’s share of the dividend entitlement amounts to € 13.4 million.

Financial Management

In 2023, global stock and bond markets experienced a strong recovery after the extremely negative performance of 2022 and bond yields turned positive again following the various hikes in interest rates implemented by the central banks to combat inflation.

Management of the financial assets of the parent company and the financial subsidiaries gave a return of 1.4%, versus -1.3% in 2022. More specifically, liquid assets (bonds, hedge funds, shares) gave a return of +3.7%, while the remaining part of the portfolio (Private Equity and minority shareholdings) reported a correction partly due to the evolution of the euro/dollar exchange rate.

ESG plans and performance

In 2023 the CIR group achieved the objectives set out in the sustainability plans of the Company and its subsidiaries.

Progress was reported on the front of the sustainability of business and innovation with KOS continuing to roll out its programme aimed at ensuring a permanent improvement in quality care and service, and with Sogefi increasing the part of its sales and R&D investment relating to e-mobility products.

Regarding the eco-compatibility of processes, both operating companies improved their performance, reducing waste and/or increasing recycling of the same, and Sogefi also further reduced its energy intensity and increased its use of renewable energy.

On the subject of human resources management, there was an increase in the number of hours destined for the training of personnel and action continued to guarantee that equal treatment is monitored in all countries where there are operations. There was also an increase in the number of initiatives for fostering social involvement at local level.

Lastly, ESG criteria were introduced in the management of the financial assets of the parent company CIR.

Significant events that have occurred since 31 December 2023

On February 23 2024 the subsidiary Sogefi signed a put-option agreement with the US Investment Fund Pacific Avenue, on the strength of which two acquisition vehicles that refer back to the aforementioned fund have unilaterally, unconditionally and irrevocably undertaken to buy, in the event of Sogefi exercising the put option, the entire share capital of Sogefi Filtration S.A. and Sogefi USA Inc., i.e. the Filtration business unit consolidation perimeter. Exercise of the put option by Sogefi and the signing of the purchase and sale agreement relating to the described sale of the Filtration division may take place only once the consultation procedure with the trade union representatives, required by French law, has taken place. Completion of the deal is in any case subject to obtaining FDI (Foreign Direct Investment) authorization in Slovenia and antitrust authorization in Morocco. The transaction is expected to complete by the end of August 2024.

The price of the Transaction is based on an enterprise value of € 374 million, corresponding to an equity value, to be settled entirely in cash, estimated today at approximately € 330 million, which would be set at the closing according to a bridge to equity calculation, which takes into account adjustments based on Working Capital and Net Financial Position, in line with the standards for this kind of transaction. Based on the estimated Equity Value, the deal would give rise to a capital gain which, based on the balance sheet values at 31 December 2023, would amount to approximately € 130 million.

The strategic rationale of the Transaction for Sogefi is as follows: above all, the transaction makes it possible to realize the value of the filtration division in a phase in which the latter has achieved unprecedented results, following a programme that has involved the disposal of unprofitable assets, commercial development and increased profitability, in a market environment favourable for the Aftermarket channel. The transaction also reduces the powertrain component in the group’s asset portfolio, making Sogefi less exposed to risks relating to the transition to e-mobility. It also makes it possible to reduce the complexity and diversification of the group and to focus on the two high-potential sectors of Suspensions, currently in a turnaround phase, and Air and Cooling, a business that has reported positive results that are continuing to improve, with a view to achieving ambitious growth. Lastly, the group will have a very solid financial and capital position which will enable it to make further investments in the development of the EV market, investments that have already been identified and are currently in progress, as it will be able to count on at least part of the financial resources resulting from the envisaged sale.

Subject to exercise of the put option by Sogefi and completion of the Transaction, the proceeds of the sale, estimated at approximately € 330 million, may for at least 50% be used to reduce debt while, for the remaining part, the Board of Directors of Sogefi will decide whether to propose that it be distributed.

Outlook for the year

As far as KOS is concerned, in an environment in which the public health and operational problems caused by the pandemic are coming to an end, it is expected that in 2024 the full operating levels that have already been restored should be maintained for the Rehabilitation and Acute sectors, whereas occupancy should continue to increase for the NHs in Italy and Germany, reaching regime levels by the end of 2024, with the exception of facilities currently being ramped up. Because of the inflationary dynamics present in the sector and in the general economy over the last three years, for a return to normal profitability it will be necessary to gradually increase tariffs, especially in Germany. In the absence of any facts or circumstances that could make the climate more complex than it is at present, KOS’s operating results for 2024 should show an improvement on those of last year.

As for the automotive market, in which Sogefi operates, visibility as to the trend for 2024 remains limited due to uncertainty regarding the macroeconomic and geopolitical environment. S&P Global (IHS) predicts that, after the growth recorded in 2023, world car production will remain substantially stable (-0.5%), with Europe declining by 1.9%, China in line with 2023 and marginal growth in the other geographical areas.

As far as commodity and energy prices are concerned, the early months of 2024 have confirmed a certain stability, already seen in the second half of 2023, but prices remain exposed to the risk of volatility caused by geopolitical tensions. The pressure of inflation on labour costs also remains a source of tension in certain geographical areas.

In this scenario Sogefi is constantly monitoring performance in the various geographical areas and seeking fair agreements on selling prices with all its customers.  

In the absence of any factors that could cause the deterioration of the macroeconomic scenario compared to today, for 2024 it is expected that there will be low single-digit growth in revenues, higher than that forecast for the automotive market, and operating profitability, excluding non-recurring charges, at least in line with that reported for the year 2023. In the event of the deconsolidation of the Filtration division from the perimeter of the ongoing consolidated businesses (Suspensions and Air & Cooling), the same evolution of revenues as that described above is to be expected, with an increase in operating profitability and a positive net result.

As regards the management of the holding company’s financial assets, given the continuing uncertainty linked to the geopolitical, macroeconomic and financial scenarios, conditions of high volatility are expected to continue.

Dividend proposal

The Board of Directors has decided to propose to the Annual General Meeting of the Shareholders that no dividend be distributed, in the belief that in current market conditions continuing to implement the policy of buying back the Company’s own shares, as has been the case in recent years, is the most effective way of distributing to the Shareholders.

Annual General Meeting of the Shareholders

The Board of Directors has authorized the Chairman to proceed, within the timeframes established in the rules applicable, to call the Annual General Meeting of the Shareholders, in an ordinary and an extraordinary session, at a single calling, for 29 April 2024, establishing that the following proposals, among others, will be submitted:

  • to approve the Financial Statements for the year of CIR S.pA. – Compagnie Industriali Riunite, accompanied by the Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the firm of legal auditors;  
  • after first revoking the existing authorization (for the part not utilized), to renew the authorization of the Board of Directors, for a period of 18 months, to buy back a maximum of 208,000,000 own shares, equal to 18.79% of the share capital, and 19.86% of the share capital after cancellation of 60,000,000 shares as per below, it being understood that, including in the calculation the own shares already owned even through subsidiaries, the number of the shares bought back (and not cancelled) must not in any case exceed 20% of CIR’s share capital.
  • To cancel 60,000,000 CIR shares, without a nominal value, held by the Company, without a reduction in the share capital, and to cancel any CIR own shares that may be bought back on the strength of the AGM authorization granted in the ordinary session, without a reduction in the share capital, up to a maximum overall number of CIR shares no greater than 208,000,000 shares, however with an exception made for the own shares which, together with any own shares already held in the Company’s portfolio, may be necessary from time to time to cover commitments resulting from outstanding stock grant plans;
  • to approve a Stock Grant Plan for 2024 aimed at employees of the company and its subsidiaries, in the terms that will be defined by the Board of Directors and disclosed to the market in good time for legal obligations;
  • to appoint an Alternate Auditor, to make up the minimum number of alternate Auditors established in the Company Bylaws, followingthe vacancy of a position.