Milan, 9 november 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 2 and 6 november 2026 it bought back, on the Euronext Milan market, n. 325,000 shares at an average unitary price of € 0.7502, for a total amount of € 243,829.00.
As of today, CIR S.p.A. is holding a total of 93,495,416 treasury shares, equal to 10.21% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Press releases
1328 Risultati trovatiDisclosure regarding the buyback of shares
Milan, 2 november 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 26 and 30 october 2026 it bought back, on the Euronext Milan market, n. 199,000 shares at an average unitary price of € 0.7523, for a total amount of € 149,708.50.
As of today, CIR S.p.A. is holding a total of 93,341,679 treasury shares, equal to 10.19% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 26 october 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 19 and 23 october 2026 it bought back, on the Euronext Milan market, n. 240,000 shares at an average unitary price of € 0.7474, for a total amount of € 179,372.00.
As of today, CIR S.p.A. is holding a total of 93,142,679 treasury shares, equal to 10.17% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 19 october 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 12 and 16 october 2026 it bought back, on the Euronext Milan market, n. 305,000 shares at an average unitary price of € 0.7404, for a total amount of € 225,836.00.
As of today, CIR S.p.A. is holding a total of 92,902,679 treasury shares, equal to 10.14% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 12 october 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 5 and 9 october 2026 it bought back, on the Euronext Milan market, n. 470,000 shares at an average unitary price of € 0.7570, for a total amount of € 355,769.00.
As of today, CIR S.p.A. is holding a total of 92,597,679 treasury shares, equal to 10.11% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 5 october 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 28 september and 2 october 2026 it bought back, on the Euronext Milan market, n. 549,466 shares at an average unitary price of € 0.7760, for a total amount of € 426,362.19.
As of today, CIR S.p.A. is holding a total of 92,127,679 treasury shares, equal to 10.06% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 28 September 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 21 and 25 september 2026 it bought back, on the Euronext Milan market, n. 593,697 shares at an average unitary price of € 0.7795, for a total amount of € 462,771.94.
As of today, CIR S.p.A. is holding a total of 91,578,213 treasury shares, equal to 10.00% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 21 September 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 14 and 18 september 2026 it bought back, on the Euronext Milan market, n. 605,000 shares at an average unitary price of € 0.7664, for a total amount of € 463,682.00.
As of today, CIR S.p.A. is holding a total of 90,984,516 treasury shares, equal to 9.93% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 14 September 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 7 and 11 september 2026 it bought back, on the Euronext Milan market, n. 455,000 shares at an average unitary price of € 0.7584, for a total amount of € 345,092.00.
As of today, CIR S.p.A. is holding a total of 90,379,516 treasury shares, equal to 9.87% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 7 September 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 31 august and 4 september 2026 it bought back, on the Euronext Milan market, n. 301,300 shares at an average unitary price of € 0.7362, for a total amount of € 221,809.42.
As of today, CIR S.p.A. is holding a total of 89,924,516 treasury shares, equal to 9.82% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 31 August 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 24 and 28 august 2026 it bought back, on the Euronext Milan market, n. 207,025 shares at an average unitary price of € 0.7191, for a total amount of € 148,873.89.
Disclosure regarding the buyback of shares
Milan, 24 August 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 17 and 21 august 2026 it bought back, on the Euronext Milan market, n. 275,000 shares at an average unitary price of € 0.7168, for a total amount of € 197,124.00.
Disclosure regarding the buyback of shares
Milan, 17 August 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 10 and 14 august 2026 it bought back, on the Euronext Milan market, n. 166,297 shares at an average unitary price of € 0.7061, for a total amount of € 117,416.66.
Disclosure regarding the buyback of shares
Milan, 10 August 2026 – Following the resolution of the Board of Directors on 1st July 2026, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 27 April 2026, CIR S.p.A. announces that between 3 and 7 august 2026 it bought back, on the Euronext Milan market, n. 405,000 shares at an average unitary price of € 0.7210, for a total amount of € 292,003.00.
Filing of Interim Financial Report at 30 June 2026
Milan, 05 August 2026 – CIR S.p.A. announces that the Interim Financial Report at 30 June 2026 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.
First Half 2026 Results
- Consolidated revenues of € 913.5 million, up 1.7% compared with the first half of 2025
- Operating performance of the subsidiaries slightly improved compared with the first half of 2025, supported by higher income from financial portfolio management
- Net profit of € 18.6 million, up from € 14.5 million in the first half of 2025
- Consolidated net financial position before IFRS16 – € 24.7 million, after total cash outlays of € 266.1 million (acquisition of the remaining 40% stake in KOS, share buybacks and dividend distributions to minority shareholders)
- Parent company net financial position positive at € 162.3 million
Milan, 31 July 2026 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR”, the “Group” or the “Company”), meeting today under the chairmanship of Rodolfo De Benedetti, approved the Half-Year Financial Report as of 30 June 2026, presented by Chief Executive Officer Monica Mondardini.
Key events in the first half of 2026
During the first half of 2026, CIR acquired the 40.23% stake in KOS S.p.A. held by the minority shareholder. KOS, a leading provider of long-term care and rehabilitation services, was founded by CIR in 2002 and has become the holding company’s largest investment. KOS operates approximately 11,100 nursing home beds across 110 facilities, including around 6,400 in Italy and 4,700 in Germany, as well as approximately 2,500 beds dedicated to rehabilitation and psychiatric care in Italy across 32 facilities.
The growing demand for healthcare and social care services, KOS’s well-established and widely recognized expertise, together with its growth trajectory and strong operating performance, led CIR to further increase its investment in both the sector and the company, deploying part of its available cash resources.
Furthermore, during the first half of the year, CIR repurchased treasury shares for a total consideration of € 25.4 million, primarily through the Tender Offer announced in March 2026 and completed at the end of May.
Finally, during the first half of 2026, Sogefi, the Group’s automotive components subsidiary, entered into an agreement for the sale of its precision springs business, which forms part of the Suspension Division. In full-year 2025, the business generated revenues of € 28.6 million and EBITDA of € 3.8 million. The net enterprise value of the transaction amounts to approximately € 21 million. Completion of the transaction is expected to take place today. As a result, the data relating to the divested business are presented in accordance with IFRS5[1]; however, the first-half results do not include any benefits arising from the sale.
Consolidated Results
In the first half of 2026, the CIR Group reported net income of € 18.6 million, up from € 14.5 million in the first half of 2025.
Both KOS and Sogefi delivered operating results that were slightly ahead of those recorded in the first half of 2025.
Income generated by the Parent Company’s financial portfolio management increased compared with the corresponding period of 2025. This was achieved despite lower cash balances, thanks to a portfolio return of 2.4% during the period, exceeding that achieved in the first half of 2025.
In addition, KOS made a stronger contribution to Group net income following the consolidation of the entire shareholding during the first half of 2026.
Operating Free Cash Flow (FCF) before IFRS 16 amounted to € 21.0 million, compared with € 12.6 million in the first half of 2025. During the period, consolidated cash outflows totaled € 266.1 million, mainly relating to the acquisition of the remaining 40% stake in KOS, dividend distributions to minority shareholders and CIR S.p.A.’s share buyback program.
As of 30 June 2026, the Group reported a consolidated net financial position before IFRS 16 of negative € 24.7 million, compared with positive € 220.4 million at 31 December 2025.
The net financial position of the Parent Company (including CIR Investimenti) remained solid at positive € 162.3 million, compared with € 362.3 million at 31 December 2025, following cash outflows related to the acquisition by CIR Investimenti S.p.A. of the stake in KOS (€ 220.0 million) and treasury share purchases (€ 25.4 million), partially offset by substantial dividend receipts totaling € 45.1 million.
Including IFRS 16 lease liabilities, consolidated net debt amounted to € 790.1 million as of 30 June 2026, including lease liabilities of € 765.4 million, primarily attributable to KOS (€ 722.8 million), whose operations are largely conducted through leased properties.
KOS
In the first half of 2026, KOS reported revenues of € 421.0 million, an increase of 4.3% compared with the corresponding period of the previous year (€ 403.6 million).
In Italy, the nursing home business (RSA) recorded revenue growth of 4.8%, driven by higher occupancy levels, tariff increases and the expansion of home-care services. Facilities in Lombardy, Marche, Tuscany and Lazio are currently operating at full capacity, while Piedmont, Veneto, Liguria and Emilia-Romagna still offer room for further growth due to suboptimal conditions at certain facilities, which are currently being addressed through targeted improvement plans.
The Rehabilitation, Psychiatry, Outpatient and Acute Care segments collectively reported revenue growth of 1.2%. It should be noted that, effective 1 July 2026, a decree updating the national maximum tariffs reimbursed by the Italian National Health Service for inpatient rehabilitation and post-acute long-term care services provided by accredited public and private facilities came into force. Regional authorities will be required to adjust their reimbursement systems in order to access the additional funding allocated, while the revised maximum tariffs will also serve as the benchmark for interregional reimbursement mechanisms. The full impact of these tariff increases is expected to be reflected from 2027 onwards.
In Germany, revenues increased by 6.8% compared with the first half of 2025, supported by an approximately one-percentage-point increase in occupancy rates and significant tariff increases, against a backdrop of continued growth in healthcare personnel costs. Occupancy rates in Germany, which reached 91.5% in the first half of 2026, also retain further growth potential, particularly at facilities and in regions that have not yet reached full operating capacity.
EBITDA increased from € 79.0 million in the first half of 2025 to € 81.3 million in 2026, mainly driven by the contribution of the nursing home business in Italy and Germany. EBIT amounted to € 31.7 million, equal to 7.5% of revenues, compared with € 31.1 million in the first half of 2025.
Net profit amounted to € 8.7 million, compared with € 7.9 million in the first half of 2025 (€ 32.2 million for full-year 2025). It should be noted that KOS typically generates a disproportionately higher share of its annual earnings in the second half of the year, primarily as a result of the timing of tariff increases in Germany during the financial year.
Free cash flow before IFRS 16 and dividends was positive at € 5.7 million in the first half of 2026, compared with negative € 2.8 million in the first half of 2025. The improvement was largely attributable to a more favourable working capital trend.
Net debt before IFRS 16 stood at € 179.0 million at 30 June 2026, compared with € 123.1 million at 31 December 2025, after dividend distributions of € 55.8 million, of which € 45.1 million was paid to CIR and CIR Investimenti, and treasury share purchases related to the exercise of stock option plans amounting to € 5.8 million.
As of 30 June 2026, lease liabilities amounted to € 722.8 million, compared with € 742.4 million at 31 December 2025.
Sogefi
Sogefi Group’s consolidated revenues amounted to € 492.5 million, compared with € 494.8 million in the first half of 2025, representing a decline of 0.5% year on year and an increase of 0.4% at constant exchange rates. At constant exchange rates, revenues increased by 5.3% in Europe and were substantially in line with the first half of 2025 in North America. Revenue performance was weaker in China, where revenues at constant exchange rates declined by 12.4% due to unfavourable market conditions during the period.
EBIT amounted to € 32.5 million, compared with € 31.7 million in the first half of 2025, with an EBIT margin of 6.6% of revenues versus 6.4% in 2025. The 2026 EBIT was affected by non-recurring costs higher than those recorded in the corresponding period of the previous year. Adjusted EBIT amounted to € 36.8 million, up 5.7% year on year.
Net profit amounted to € 18.7 million, broadly in line with that reported in the corresponding period of the previous year.
Free cash flow before IFRS 16 was positive at € 13.2 million, compared with € 8.1 million in the first half of 2025.
Net debt before IFRS 16 stood at € 8.3 million as of 30 June 2026, compared with € 19.2 million at 31 December 2025.
Including lease liabilities, net debt at the end of June 2026 amounted to € 51.2 million, compared with € 56.3 million at 31 December 2025.
Financial Portfolio Management
The Parent Company’s financial asset portfolio, managed primarily by subsidiary CIR Investimenti, generated net financial income of € 6.0 million, corresponding to a 2.4% return, compared with € 3.2 million and a return of 0.8% in the first half of 2025. In particular, the portfolio of readily marketable assets (equities, bonds and hedge funds) delivered a return of 2.8%, while the private equity portfolio generated a return of 1.2%.
Significant Events Subsequent to 30 June 2026
There have been no significant events subsequent to 30 June 2026 that could affect the financial information as of that date.
Outlook
With regard to KOS, demand in the long-term care sector remains very strong in both Italy and Germany, and occupancy rates are expected to continue increasing throughout 2026, consistent with the trend recorded in the first half of the year. In Germany, tariff dynamics are also expected to support further improvements in profitability.
In the Rehabilitation sector, the decree updating the national maximum tariffs reimbursed by the Italian National Health Service for inpatient rehabilitation and post-acute long-term care services provided by accredited public and private facilities came into force on 1 July 2026. It is expected that the Regions will adjust their reimbursement systems in line with the new national thresholds. At the same time, negotiations on the main collective labour agreements are currently underway or are expected to commence shortly.
Against this backdrop, in 2026 KOS expects to consolidate the significant improvement of results achieved in 2025, when net profit increased to € 32.2 million from € 20.5 million in 2024. Further growth in activity levels is anticipated, although this is expected to be partially offset by higher labour costs arising from collective bargaining renewals, as well as by the ongoing increase in electricity and natural gas costs driven by current market conditions.
As regards Sogefi, the company has already communicated to the market that it expects a low single-digit decline in revenues in 2026 and an Adjusted EBIT margin broadly in line with that achieved in 2025. These expectations have been formulated in a context of significant uncertainty regarding global geopolitical and macroeconomic developments.
With respect to the holding company’s financial asset management activities, persistent geopolitical, macroeconomic and financial uncertainties are expected to continue generating elevated market volatility.
Barring unforeseen extraordinary events or circumstances currently unknown, CIR expects to report net income for 2026 above the level achieved in 2025.
[1] For the first halves of 2026 and 2025, only the net result of the divested business is reported under “Profit/(loss) from discontinued operations”, net of tax effects. The operating data discussed below refer exclusively to continuing operations, while net profit and free cash flow are presented both for continuing operations and for assets held for sale.
Launch of a share buyback program
Milan, July 1, 2026 – The Board of Directors, meeting today, resolved to launch a share buyback program effective August 3, 2026. The program covers the purchase of up to 92,808,075 CIR shares (approximately 10.13% of the share capital) for a maximum outlay of €70 million. The objectives are to support market liquidity, optimize the capital structure, and provide returns to shareholders, all within the limits established by applicable regulations.
The buyback program is being launched pursuant to the authorization granted by the Ordinary Shareholders’ Meeting on April 27, 2026, covering the portion not yet executed, and will continue until the authorization expires, subject to any potential suspension or revocation.
Purchases will be executed on the Euronext Milan market through an authorized intermediary acting with full independence, including regarding the timing of transactions, and will be disclosed to the market in accordance with applicable regulations.
Press release pursuant to article 41, paragraph 6, of the Issuers’ Regulations – Final results of the voluntary partial tender offer
Shares tendered amounting to no. 32,191,925
Milan, May 28, 2026 – With reference to the voluntary public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Regulation adopted by Consob with resolution no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”) on a maximum amount of 50,000,000 shares of the Offeror, with no par value and fully paid-up, the Offeror hereby announces the final results.
Terms used with an initial capital letter in this press release, unless otherwise defined, have the meaning attributed to them in the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF by Resolution no. 23957 of 22 April 2026 (the “Offer Document”).
Final results of the Offer
Based on the final results of the Offer, as communicated by Equita SIM S.p.A., acting as the Intermediary responsible for coordinating the collection of acceptances, a total of 32,191,925 Shares, representing approximately 64.4% of the Shares Subject to the Offer and approximately 3.51% of the Issuer’s share capital, were tendered.
Taking into account the final results of the Offer, on the Payment Date the Offeror will acquire 32,191,925 Shares, corresponding to 3.51% of the share capital, for a total consideration of Euro 22,534,347.50.
Given that, on the basis of the final data of the Offer, the Issuer will purchase no. 32,191,925 Shares, taking into account the no. 56,720,488 Treasury Shares held by CIR as of the Offer Document Date, equal to 6.19% of CIR’s share capital, as well as the exercise, during the period, of Stock Grant Plans for no. 171,261 shares, on the Payment Date the Issuer will hold a total of no. 88,741,152 Treasury Shares, equal to 9.69% of the share capital.
It should be noted that, in the period between the date of the Offer Document and today’s date, the Offeror has not, either directly or indirectly, made any purchases of CIR shares outside the Offer.
Fulfilment of the Conditions for the Offer to be Effective
In accordance with the provisions of the Offer Document, the validity of the Offer is not conditional upon the achievement of a minimum number of acceptances.
Please note that on 26 May 2026, the Offeror announced that the Conditions for the Offer to be Effective had been satisfied.
The Offer is therefore effective.
Payment of the price
The New Price, amounting to Euro 0.70 for each Share tendered in acceptance of the Offer and actually collected upon its completion, will be paid to the Accepting Shareholders on 1 June 2026, corresponding to the fifth Trading Day following the end of the Acceptance Period, upon the simultaneous transfer of ownership of such Shares to the Offeror.
Payment of the New Price for the Shares tendered and actually withdrawn upon completion of the Offer will be made in cash. The New Price will be paid by the Offeror, through the Intermediary responsible for coordinating the collection of acceptances, to the Appointed Intermediaries, who will transfer the funds to the Depositary Intermediaries, so that they may arrange for the transfer to the Tendering Shareholders in accordance with the instructions provided by the Tendering Shareholders themselves (or their authorized representatives) at the time of acceptance and in the manner specified therein.
The Offeror’s obligation to pay the New Price due for the Shares tendered in the Offer shall be deemed to have been fulfilled upon the crediting of the relevant funds to the Appointed Intermediaries. The risk that the Appointed Intermediaries or the Custodian Intermediaries fail to transfer such funds, or delay their transfer, therefore remains solely with the parties accepting the Offer.
On the Payment Date, the Intermediary responsible for coordinating the collection of acceptances shall transfer the total Shares tendered in acceptance of the Offer to a securities custody account in the name of the Offeror.
From the Payment Date, participants in the Offer will no longer be able to exercise property rights (such as the right of option and the right to dividends) and administrative rights (such as the right to vote) relating to the Shares tendered.
For further information, please refer to the Offer Document and the Acceptance Form, available on the Company’s website at www.cirgroup.it in the “Governance/Voluntary Partial Public Tender Offer for CIR Treasury Shares” section.
Clarification with reference to the press release issued on May 25, 2026 regarding the new CEO and General Manager of the KOS Group
Milan, May 27, 2026 – With reference to the press release issued on May 25, 2026, it is hereby clarified that KOS S.p.A., a subsidiary of CIR, and Mr. Giuseppe Vailati Venturi, its Chief Executive Officer and General Manager until May 31, 2026, have reached a mutual agreement to terminate their relationship, in order to allow the KOS Group to promote new management profiles, consistent with the company’s plans, and at the same time allow the manager to take on new professional challenges.
AGM minutes and Company Bylaws filed
Milan, 26 May 2026 – CIR S.p.A. announces that the minutes of the Ordinary and Extraordinary General Meeting of the Shareholders held on 27 April 2026 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.
Press release pursuant to Article 36 of the Issuers’ Regulations – Fulfilment of the Conditions for the Offer to be Effective
Milan, 26 May 2026 – With reference to the voluntary partial public tender (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to Article 102 et seq. of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented (“TUF”), and Article 37 of the Regulations adopted by Consob by Resolution No. 11971/99, as amended and supplemented (“Issuers’ Regulations”), for a maximum of 50,000,000 shares of the Offeror, of no par value and fully paid up, the Offeror hereby announces that the Conditions for the Offer to be Effective referred to in Section A, Paragraph A.1 of the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF by Resolution no. 23957 of 22 April 2026 (the “Offer Document”), have been fulfilled today.
In light of the above, the Offer is to be considered fully effective.
The press release concerning the final results of the Offer will be published by 7.29 am on 29 May 2026.
For further information regarding the Offer, please refer to the Offer Document, containing a detailed description of the terms and conditions of the Offer, which has been made available to the public, together with the acceptance form, for consultation at the registered office of CIR in Milan, Via Ciovassino, no. 1, as well as at the offices of the Intermediary responsible for coordinating the collection of tenders, Equita SIM S.p.A., and at the offices of the appointed intermediaries Equita SIM S.p.A., Banca Monte dei Paschi di Siena S.p.A., and BNP Paribas, Italian Branch, as well as on the Issuer’s website at www.cirgroup.it in the section “Governance/Voluntary partial public tender offer for CIR treasury shares”.
Press release pursuant to Article 36 of the Issuers’ Regulations – Preliminary results of the voluntary partial public tender offer
Shares tendered amounting to no. 32,191,925.
Based on preliminary data available at the close of the offer period, the voluntary partial public tender offer launched by CIR for 50,000,000 of the Company’s own shares has collected tenders for a total of 32,191,925 shares.
In light of the preliminary data the treasury shares held by CIR, following the purchase of tendered shares, will represent approximately 9.69% of the share capital.
Milan, 25 May 2026 – With reference to the voluntary partial public tender (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to Article 102 et seq. of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented (“TUF”), and Article 37 of the Regulations adopted by Consob by Resolution No. 11971/99, as amended and supplemented (“Issuers’ Regulations”), for a maximum of 50,000,000 shares of the Offeror, of no par value and fully paid up, the Offeror hereby announces that today the acceptance period for the Offer (the “Acceptance Period”) has ended.
Terms used with an initial capital letter in this press release, unless otherwise defined, have the meanings attributed to them in the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF by Resolution no. 23957 of 22 April 2026 (the “Offer Document”).
The Offer was made for a maximum of 50,000,000 CIR shares (the “Shares”) listed on the Mercato Telematico Azionario (identification codes: ISIN IT0000070786, XXITV0000172, XXITV0000180 and ISIN IT0005241762). The Price for each Share tendered and purchased was initially set at Euro 0.68. On 15 May 2026, as announced in a press release, the Offeror announced to the market, pursuant to and for the purposes of Article 43, paragraph 1, of the Issuers’ Regulations, of its decision to increase the Price from Euro 0.68 to Euro 0.70 and, therefore, by Euro 0.02 (+2.94%), for each Share tendered in acceptance of the Offer (the “New Price”).
Based on the provisional results of the Offer announced by Equita SIM S.p.A., acting as the Intermediary responsible for coordinating the collection of tenders, a total of 32,191,925 Shares, representing approximately 64.4% of the Shares Subject to the Offer and approximately 3.51% of the Issuer’s share capital.
The validity of the Offer is subject to:
- the absence, by the first Trading Day following the end of the Acceptance Period, of (i) extraordinary events or situations at national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already in existence as at the Date of the Offer Document and which have substantially prejudicial effects on the Offer, on the business conditions and/or the financial, economic and/or capital conditions of CIR and/or the companies forming part of the CIR Group, or (ii) acts, facts, circumstances, events or situations not already in existence on the date of publication of the Offer Document and such as to cause a prejudice that materially affects the Offer, on the business conditions and/or the financial, economic or capital conditions of CIR and/or the CIR Group, as set out in the Annual Financial Report as at 31 December 2025, published on 3 April 2026 (the “MAC Condition”); and/or
- the failure to adopt and/or publish, by the first Trading Day following the end of the Acceptance Period, by institutions, bodies or competent authorities, of legislative, administrative (including obligations to make a takeover bid pursuant to Articles 106 et seq. of the TUF) or judicial acts or measures such as to preclude, limit or render more onerous, in whole or in part, even on a temporary basis, the ability of CIR and/or the CIR Group to complete the Offer;
((A) e (B), collectively, the “Conditions for the Offer to be Effective”).
Whether or not the Conditions for the Offer to be Effective are met, or any decision to waive them, will be announced in a press release to be issued by the Offeror by 7.29 a.m. on 27 May 2026, whilst the results of the Offer will be announced in a press release to be issued by the Offeror by 7.29 am on 29 May 2026, i.e. the Trading Day preceding the Payment Date, in accordance with Article 41, paragraph 6, of the Issuers’ Regulations, on the CIR website (www.cirgroup.it in the dedicated section “Governance/Voluntary partial takeover bid for CIR treasury shares”) and in accordance with the additional procedures set out in Article 38, paragraph 2, of the Issuers’ Regulations.
It should be noted that, in the period between the date of the Offer Document and today’s date, the Offeror has not, either directly or indirectly, made any purchases of CIR shares outside the Offer.
The New Price due to the holders of Shares tendered in acceptance of the Offer during the Acceptance Period and purchased, amounting to Euro 0.70 per Share, will be paid to those accepting the Offer on 1 June 2026, corresponding to the fifth Trading Day following the end of the Acceptance Period, upon the simultaneous transfer of ownership of such Shares to the Offeror.
Given that, based on the provisional results of the Offer, the Issuer would acquire no. 32,191,925 Shares, and taking into account the 56,720,488 Own Shares held by CIR as at the Offer Document Date, equal to 6.19% of CIR’s share capital, as well as the exercise of Stock Grant Plans in the period for no. 171,261 shares, following the outcome and effect of the Offer, the Offeror would hold a total of no. 88,741,152 Own Shares, equal to 9.69% of the share capital.
Giuseppe Motta appointed new CEO and General Manager of the KOS Group
Milan, May 25, 2026 – CIR announces that Mr. Giuseppe Vailati Venturi, CEO and General Manager of KOS S.p.A., a subsidiary of CIR, will leave the company on May 31, 2026, after 23 years of service. The Company thanks him for his service and wishes him all the best in his future endeavours.
The Board of Directors of KOS S.p.A. has appointed Mr. Giuseppe Motta as CEO and General Manager of the KOS Group, effective June 1, 2026.
Mr. Giuseppe Motta, 48, graduated in Business Economics from Bocconi University and has been working at KOS since 2005. He served as Director of Management Control and, since 2022, as General Manager of the Nursing Homes Italy Division, which he successfully managed, ensuring the sustainable development of operations in the challenging post-Covid environment. The Board of Directors of KOS extends its best wishes to Mr. Giuseppe Motta.
Press release pursuant to articles 36 and 43 of the Issuers’ Regulation – Increase of the Price
Milan, 15 May 2026 – With reference to the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Regulation adopted by Consob with resolution no. 11971/99, as subsequently amended and integrated (the “Issuers’ Regulation”) on a maximum amount of 50,000,000 shares of the Offeror, with no par value and fully paid-up, as set out in the offer document published on 24 April 2026 (the “Offer Document”), the Offeror announces the following.
Capitalized terms used in this press release, unless otherwise defined herein, shall have the meaning ascribed to them in the Offer Document.
The Offeror announces, pursuant to and for the purposes of article 43, paragraph 1, of the Issuers’ Regulation, its decision to increase the Price from Euro 0.68 to Euro 0.70, i.e., by Euro 0.02 (+2.94%), for each Share tendered to the Offer (the “New Price”).
The New Price incorporates a premium of 2.99% over the official price of the Shares recorded on the Reference Date, i.e. 6 March 2026, equal to Euro 0.6797.
In light of the foregoing, Paragraphs E.1.1, E.1.2, E.2, E.3 and E.4 of the Offer Document, as last updated on the basis of the New Price, are set out in the appendix to this press release.
Furthermore, the maximum aggregate disbursement of the Offer, in light of the New Price (equal to Euro 0.70), taking into account the maximum number of Shares subject to the Offer (equal to a maximum of 50,000,000 Shares), will amount to a maximum of Euro 35,000,000. In this regard, it is confirmed that the Offeror has submitted to Consob, pursuant to article 37-bis of the Issuers’ Regulation, the guarantee letter for the exact fulfilment of the payment of the New Price of the Offer (so-called“cash confirmation letter”).
It is also announced that, in view of the increase of the Price and, therefore, of the New Price of the Offer, pursuant to article 43, paragraph 1, of the Issuers’ Regulation, the acceptance period, as agreed with Borsa Italiana S.p.A., is extended until 25 May 2026 (“New Acceptance Period”). Therefore, 25 May 2026 shall be, unless further extended, the closing date of the New Acceptance Period. The Payment Date of the New Price will be 1 June 2026.
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