Disclosure regarding the buyback of shares

Milan, 28 November 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 21 and 25 November 2022 it bought back, on the Euronext Milan market, 214,900 shares at an average unitary price of € 0.4223, for a total amount of € 90,760.68.

As of today, CIR S.p.A. is holding a total of 23,433,083 treasury shares, equal to 2.12% 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, 21 November 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 14 and 18 November 2022 it bought back, on the Euronext Milan market, 108,000 shares at an average unitary price of € 0.4302, for a total amount of € 46,458.30.

As of today, CIR S.p.A. is holding a total of 23,218,183 treasury shares, equal to 2.10% 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, 14 November 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 7 and 11 November 2022 it bought back, on the Euronext Milan market, 267,501 shares at an average unitary price of € 0.4406, for a total amount of € 117,866.84.

As of today, CIR S.p.A. is holding a total of 23,110,183 treasury shares, equal to 2.09% 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, 7 November 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 31 October and 4 November 2022 it bought back, on the Euronext Milan market, 227,250 shares at an average unitary price of € 0.4312, for a total amount of € 97,979.88.

As of today, CIR S.p.A. is holding a total of 22,842,682 treasury shares, equal to 2.06% 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, 31 October 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 24 and 28 October 2022 it bought back, on the Euronext Milan market, 258,000 shares at an average unitary price of € 0.4366, for a total amount of € 112,649.20.

As of today, CIR S.p.A. is holding a total of 22,819,732 treasury shares, equal to 2.06% 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, 24 October 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 17 and 21 October 2022 it bought back, on the Euronext Milan market, 276,000 shares at an average unitary price of € 0.4356, for a total amount of € 120,213.10.

As of today, CIR S.p.A. is holding a total of 22,561,732 treasury shares, equal to 2.04% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Sogefi: results higher in first nine months of 2022

Revenues: +17.7% to € 1,165.6 million (+29.4% in third quarter)

Sales higher in all geographical areas and business units

EBITDA: +5% to € 151.3 million, equal to 13% of revenues

Net income: € 33.0 million (-€ 2.0 million in first nine months of 2021)

Free Cash Flow positive for € 31.6 million (€ 25.1 million in first nine months of 2021)

Reduction in debt before IFRS 16 to 219.7 million (€ 267.4 million at 30.9.2021)

Milan, 21 October 2022 -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 30 September 2022, 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 three sectors: Air and Cooling, Filtration and Suspensions.

PERFORMANCE OF THE MARKET

In the third quarter of 2022 world car production recorded growth of 27.5% compared to the same period of 2021 (+38.4% in Europe), after falling by 1.8% in the first half of 2022 because of difficulties in sourcing parts and raw materials, which had already begun in 2021, and the effects of the conflict between Russia and Ukraine.

Thanks to the recovery in the third quarter, world motor vehicle production was up by 7.5% in the first nine months of 2022 compared to the same period of 2021, with increases in all geographical areas: +2.8% in Europe, +10.6% in NAFTA, +10% in Mercosur, +11.1% in China and +23.7% in India.

Despite the recovery in the first nine months of 2022, world car productions is still lower than it was in 2019, -8.9%, with Europe at -26.3%.

The trend of the market remains uncertain; S&P Global (IHS), a source commonly used in the sector, is forecasting growth in world car production compared to 2021 of 2.2% for fourth quarter 2022 and 6% for the whole year 2022.

SUMMARY OF SOGEFI’S PERFORMANCE IN THE FIRST NINE MONTHS OF 2022

The Group’s consolidated revenues grew by 17.7% compared to the first nine months of 2021: the rise in sales was due to the growth in production volumes (+3.4%), to the adjustment of selling prices to the increases in the cost of raw materials and to the evolution of exchange rates (at constant exchange rates the rise in revenues would be 11.7%).

The performance of the third quarter was particularly positive (+29.4%), even at constant exchange rates (+21%).

The economic results were positive and showed a distinct improvement:

  • EBITDA was higher at € 151.3 million, up from € 144.1 million in the first nine months of 2021;
  • EBIT came in at € 62.3 million (5.3% of revenues), and was up by 26% from € 49.4 million in 2021 (5% of revenues);
  • Net income came to € 33.0 million (in 2021 the net result was € 24.3 million for continuing operations and € 2.0 million including discontinued operations);
  • Business generated a positive free cash flow of € 31.6 million (€ 25.1 million in 2021);
  • Net debt (before IFRS 16) declined to € 219.7 million at 30 September 2022 from € 258.2 million at 31 December 2021.

Significant Investments were made in innovation with progress throughout the period:

  • The SOGEFI cabin filter CabinHepa+, which uses HEPA media (High Efficiency Particulate Air) and filters mechanically capturing particles that are 50 times smaller than a conventional cabin filter, was nominated product of the year in France;
  • At Marckolsheim in France the inauguration took place of the European E-Mobility Tech Center, which is equipped with the largest 3D printer in Europe and is devoted to the research and development of new products for E-mobility;
  • In September the innovative cooling plates for EV platforms were presented at the Novi Michigan Battery Show and received a great deal of customer interest.

In the first nine months of the year commercial activity was buoyant,with important contractsobtained even in the EV sector:

  • The Filtration division obtained contracts for the supply of air purification filters, oil and fuel module filters in Europe and India; 
  • The Suspensions division signed contracts in Europe for the supply of coil springs and stabilizer bars – the majority of which will be produced in Romania – and three new contracts for the supply of stabilizer bars for electric or plug-in hybrid vehicles. 43% of the total estimated value of the new contracts obtained in 2022 is for E-mobility platforms;
  • The Air and Cooling division obtained important contracts in NAFTA, Europe and China for the supply of thermal management products and cooling plates for electric mobility. 54% of the total value of these new contracts is for E-mobility platforms.

Moreover, in line with ESG strategiesfor reducing energy from non-renewable sources, Sogefi has installed photovoltaic panels at its plants in Nules (Spain) and Pune (India) with the aim of mitigating its impact on climate change. These solar panels will make it possible to cover approximately 20% of the energy requirements of the plants involved.

CONSOLIDATED RESULTS FOR THE FIRST NINE MONTHS OF 2022

Revenues for the first nine months of 2022 came in at € 1,165.6 million, posting growth of 17.7% compared to the same period of 2021.

The increase at constant exchange rates was 11.7%: sales volumes were up by 3.4% on those of the first nine months of 2021 and the remaining part of the increase reflects the adjustment of the selling prices of the various product lines to the evolution of the costs of raw materials and of the components used.

All geographical areas reported growth: +7.4% in Europa, +30.6% in North America (+17.4% at constant exchange rates), +57.4% in South America (+19.8% at constant exchange rates, net of inflation in Argentina), +27.9% in Asia (+17.6% at constant exchange rates).

Suspensions reported an increase in revenues of 24.1% (+16.7% at constant exchange rates), with significant growth rates particularly in South America, North America and India.

Filtration reported an increase in revenues of 16.8% (+12.8% at constant exchange rates), thanks to the good performance of the after-market channel in Europe and of business activity in North America and India.  

Air and Cooling reported an increase in revenues of 11.9% (+4.8% at constant exchange rates), negatively affected by a decline in Europe, which in 2021 had realized a non-recurring gain on the sale of a special project.

EBITDA, amounting to € 151.3 million, rose by 5% from € 144.1 million in the first nine months of 2021; the EBITDA/Revenues ratio declined to 13% from 14.6% in the first nine months of 2021.

In order to understand the evolution of profitability, it is necessary to consider that the higher costs for materials and energy have been offset by the rise in selling prices; however, the increase by the same amount in revenues and in the cost of materials used has caused a dilution of the profitability index.

The contribution margin has risen by 3.8% compared to the first nine months of 2021, in line with the increase in volumes sold, and the ratio of the contribution margin/revenues % has declined to 27.7% from 31.4% for the first nine months of 2021 as a result of the dilution effect described above.

The impact of fixed costs on revenues has declined from 16.4% in the same period of 2021 to the current 14.5%.    

EBIT came to € 62.3 million (5.3% of revenues) and was up by 26% from € 49.4 million in 2021 (5% of revenues).

Financial expense, totalling € 13.6 million, was in line with the figure for the first nine months of 2021 (€ 13.4 million).

Tax expense increased to € 14.5 million (€ 13.2 million in 2021).

Income from operating activity came in at € 34.2 million, up from € 24.3 million in the first nine months of 2021.

No results were reported for discontinued operations or operations held for sale, while in the same period of last year the sale of the Filtration branches in Brazil and Argentina gave a negative accounting result of € 24.7 million. The group reported net income of € 33.0 million (€ -2.0 million in the first nine months of 2021).

Free Cash Flow was a positive € 31.6 million, up from € 25.1 million in the first nine months of 2021. The increase reflects the positive evolution of results and the change in working capital in the period, which was less unfavourable than the first nine months of 2021 because there was greater use of factoring.   

At 30 September 2022 shareholders’ equity, excluding minority interests, amounted to € 248.5 million versus € 187.7 million at 31 December 2021. The rise reflects the net result for the period, positive currency translation differences, actuarial gains, the fair value of cash flow hedging instruments, and other changes.

Net financial debt before IFRS 16 stood at € 219.7 million at 30 September 2022, lower than at the close of 2021 (€ 258.2 million) and at 30 September 2021 (€ 267.4 million). Including financial payables for rights of use, as per IFRS 16, net debt at 30 September 2022 totalled € 292.7 million, down from € 327.6 million at 31 December 2021.

At 30 September 2022 the Group had committed credit lines in excess of its requirements for € 294.0 million.

SUMMARY OF THE RESULTS FOR THIRD QUARTER 2022

In the third quarter of 2022, Sogefi reported revenues of € 409.6 million, posting an increase of 29.4% (+21% at constant exchange rates), thanks to the market recovery, the adjustment of selling prices and the positive effect of exchange rates. The dynamics of revenues, even at constant exchange rates, was particularly positive and outperformed the market in Asia and North America.

EBITDA came in at € 51.5 million, 12.6% of revenues, versus € 35.8 million in the third quarter of 2021 (11.3% of revenues).

EBIT was a positive € 21.8 million (€ 2.1 million in third quarter 2021).

Net income from operating activities was € 13.1 million (€ -2.1 million in third quarter 2021).

The consolidated net result was € 12.2 million compared to € -23.4 million in the third quarter of 2021, which suffered a negative accounting charge of € 21.2 million on the sale of the filtration business in Argentina.

SIGNIFICANT EVENTS THAT HAVE TAKEN PLACE SINCE 30 SEPTEMBER 2022

Since the close of the period, there have been no significant events that could have an impact on the economic, patrimonial or financial information contained in this press release.

IMPACT OF COVID-19 AND THE RUSSIAN-UKRAINE CONFLICT ON THE BUSINESS

In 2022, despite the continuing pandemic, there has been no suspension of industrial or commercial activity except for the lockdowns in certain areas of China. The Sogefi Group has maintained all the rules for health and safety in the workplace aimed at reducing the risk of contagion: social distancing, the use of individual protection and measures aimed at limiting the presence of personnel in the workplace by having staff work from home. Despite this, staff absences due to contagion or to contact with the virus have continued, causing operating difficulties.  

As for the consequences of the conflict between Russia and Ukraine, it should be noted that in March 2022 the Group ceased its commercial activity in Russia and exports to Ukraine and Belarus; the total revenues of the above activities were not significant (in 2021 they accounted for 0.7% of the Group’s revenues) and thus the loss of revenues has been irrelevant. However, discontinuing business in Russia meant recognizing losses in the value of assets held in that country of € 0.9 million.

In more general terms, the Group, like all of the automotive sector, is feeling the indirect effects of the war particularly the further hikes in the prices of energy and raw materials and the sourcing difficulties.

Lastly, as a combined effect of the pandemic crisis that is still not over and of the Russian-Ukrainian conflict, with a significant impact on important European customers for whom the Russian market was important, demand in Europe has not recovered as expected.  

OUTLOOK FOR THE YEAR

Visibility as to the performance of the automotive market in the fourth quarter of 2022 remains limited because of the uncertainty linked to the conflict between Russia and Ukraine, the macroeconomic scenario, the availability and prices of raw materials and energy, and the logistics of transportation and sourcing from Asian markets.

For 2022, S&P Global (IHS) expects higher volumes to continue in the fourth quarter too and is forecasting growth in world car production of 6% for the whole year compared to 2021 with Europe at +5.4%, NAFTA at +10.9%, South America at +6.7% and China at +6.4%.

As for the prices of raw materials, as from April the rising trend of steel prices came to an end while the prices of other materials such as resin and energy prices continue to rise.  

It should be noted that in the first nine months of 2022 the selling prices of Sogefi’s products were adjusted to factor in the higher costs of raw materials recorded in 2021 and at the beginning of 2022. Given the further rises in the cost of certain raw materials and energy, Sogefi’s management is continuing in its commitment to reaching fair agreements with all its customers with the aim of continuing commercial relationships that are sustainable in the long term.

Assuming that there are no other factors that could seriously worsen the macroeconomic and production scenario (a significant tightening of the sanctions imposed on Russia, a deterioration of the Russian-Ukrainian conflict, further shortages and higher prices of energy and raw materials than current ones, such that could compromise the sustainability of the supply chain, further lockdowns), Sogefi expects to achieve an operating result for the whole year 2022, excluding non-recurring charges, that is at least in line with the result for 2021.

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Disclosure regarding the buyback of shares

Milan, 17 October 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 10 and 14 October 2022 it bought back, on the Euronext Milan market, 205,835 shares at an average unitary price of € 0.4057, for a total amount of € 83,509.42.

As of today, CIR S.p.A. is holding a total of 22,285,732 treasury shares, equal to 2.01% 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 October 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 3 and 7 October 2022 it bought back, on the Euronext Milan market, 100,168 shares at an average unitary price of € 0.4036, for a total amount of € 40,430.13.

As of today, CIR S.p.A. is holding a total of 22,079,897 treasury shares, equal to 1.99% 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, 3 October 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 26 and 30 September 2022 it bought back, on the Euronext Milan market, 142,000 shares at an average unitary price of € 0.4076, for a total amount of € 57,884.50.

As of today, CIR S.p.A. is holding a total of 21,979,729 treasury shares, equal to 1.99% 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, 26 September 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 19 and 23 September 2022 it bought back, on the Euronext Milan market, 337,249 shares at an average unitary price of € 0.43, for a total amount of € 145,021.38.

As of today, CIR S.p.A. is holding a total of 21,837,729 treasury shares, equal to 1.97% 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, 19 September 2022 – Following the resolution of the Board of Directors on 12 September 2022 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 12 September 2022, CIR S.p.A. announces that between 12 and 16 September 2022 it bought back, on the Euronext Milan market, 324,085 shares at an average unitary price of € 0.4597, for a total amount of € 148,988.27.

As a result of the registration in the Company’s Register occurred today of the extraordinary meeting’s resolution of cancellation of no. 170,000,000 treasury shares, as of today, CIR S.p.A. is holding a total of 21,500,480 treasury shares, equal to 1.94% 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, 12 September 2022 – Following the resolution of the Board of Directors on 29 April 2022 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 2022, CIR S.p.A. announces that between 5 and 9 September 2022 it bought back, on the Euronext Milan market, 182,500 shares at an average unitary price of € 0.4320, for a total amount of € 78,840.30.

As of today, CIR S.p.A. is holding a total of 191,176,395 treasury shares, equal to 14.97% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Shareholders Meeting

Milan, 12 September 2022 – The Shareholders’ Meeting of CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”), which met today in an extraordinary and ordinary session and was chaired by Mr Rodolfo De Benedetti, approved the following:

  • the cancellation of 170,000,000 (one hundred seventy million) ordinary shares with no indication of par value, maintaining the amount of share capital unchanged, and the related amendment to article 4.1 of the Bylaws in the part that establishes the number of shares representing the share capital; following the cancellation, the number of shares making up the share capital is fixed at 1,107,207,314 and the number of treasury shares owned by the Company, based on the survey of last 9 September, is equal to 191,176,395, representing 14.97% of the share capital; the cancellation and the correlated amendment to the Bylaws will be effective upon registration of the relative resolution in the Company Registry;
  • the reduction of the share capital from Euro 638,603,657 to Euro 420,000,000 and, therefore, for a total amount of Euro 218,603,657, allocating the latter amount to the creation of an available reserve, without proceeding to any reimbursement of capital to shareholders and therefore without any change in the Company’s shareholders’ equity, and the related amendment to Article 4.1 of the Bylaws in the part that establishes the amount of the share capital; said reduction shall be executed, in accordance with the provisions of Article 2445 of the Italian Civil Code, only after ninety days from the date of the resolution of the Shareholders’ Meeting, in accordance with Article 2445 of the Italian Civil Code, only after ninety days from the date of registration in the Company Registry, provided that no corporate creditor prior to the registration has filed an objection within this term;
  • the revocation, for the part not used and for the period between the day after today’s Shareholders’ Meeting and its natural expiry, of the resolution authorizing the buy-back of own shares approved by the Ordinary Shareholders’ Meeting of April 29 2022 and the related authorization to dispose of them, and a new authorization for the Board of Directors, starting from the day after this Shareholders’ Meeting and for a period of eighteen months, to buy back CIR shares under the following terms:
    • a maximum of 220,000,000 shares may be bought back bearing in mind that, including in the count treasury shares already held also through subsidiaries, the number of shares bought back may in no case shall exceed a total number of shares representing one fifth of the share capital of CIR;
    • the unit price of each individual purchase shall not deviate by more than 15%, either downwards or upwards, from the reference price recorded by the shares of the Company on the trading session prior to each individual transaction or prior to the date on which the price is fixed in the case of purchases according to the procedures set out in points (i) (iii) and (iv) of the following paragraph, and in any case, if the purchases are made with orders on the regulated market, the price must not be higher than the higher of the price of the last independent transaction and the price of the highest current independent bid on the same market;
    • the purchase must be made on the market, in compliance with the provisions of Article 132 of Legislative Decree no. 58/98 and the provisions of law or regulations in force at the time of the transaction, and specifically (i) by means of a public purchase or exchange offer; (ii) on regulated markets in accordance with the operating procedures set forth in the regulations for the organisation and management of the markets themselves, which do not allow for the direct matching of trading proposals for purchase with predetermined trading proposals for sale (iii) through the proportional allocation to shareholders of put options to be assigned within 15 months of the date of the shareholders’ authorisation resolution and exercisable within 18 months of the same; (iv) through the purchase and sale of derivative instruments traded on regulated markets that provide for the physical delivery of the underlying shares, complying with the additional provisions of Article 144-bis of the Issuers’ Regulations issued by Consob, as well as pursuant to Articles 5 and 13 of EU Regulation 596/2014.

As previously disclosed to the market, the aforementioned transactions resolved by the Shareholders’ Meeting have the following main objectives i) to reconstitute a certain amount of available reserves within the Company such as to allow, in the future, greater flexibility in the use of the financial resources available within the group and not used in operating management or at the service of operating equity investments ii) restoring the necessary flexibility with a view to being able to carry out distribution transactions also through the purchase of treasury stock to be assessed from time to time by the Board of Directors of CIR in office pro tempore (if obviously such transactions represent an opportunity to create value for all shareholders), on the basis of the updated information available and after weighing up a series of elements – such as, for example, the situation of the group and of the companies of which it is composed, their business plan, the strategic options available – all of which are useful to enable any further resolution to be consciously consistent with the strategic and financial framework of the company and the markets.

The minutes of the Extraordinary and Ordinary Shareholders’ Meeting and the summary report of the voting will be made available on the Company’s website – Governance/Meetings Section – within the terms provided for by the regulations in force.

Meeting of the Board of Directors

Subsequent to the Shareholders’ Meeting, the Board of Directors resolved on the further continuation of the share buyback plan initiated on 16 March and renewed on 29 April currently in progress, in compliance and execution of the authorisation just conferred by the Ordinary Shareholders’ Meeting.

The characteristics of the treasury share purchase plan (the “Buyback Programme”) approved today by the Board of Directors are as follows:

  • purposes and methods through which the purchases may be carried out: the Buyback Programme will be implemented for the purposes set forth in Article 5, paragraph 2, letter a), of the MAR and the aforementioned authorisation of the Shareholders’ Meeting, and the individual purchases must be carried out in compliance with Article 132 of the TUF, Article 144-bis, paragraph 1, letter b), of CONSOB Regulation No. 11971/99, as well as in compliance with Article 5 of the MAR and Delegated Regulation (EU) 2016/1052;
  • maximum amount in cash allocated to the Buyback Programme and maximum number of shares to be purchased: the purchases will be made, also in part and/or in instalments, for a total outlay of up to a maximum of Euro 110,000,000.00 (and in any case within the maximum limit of the reserves available under the terms of Article 2357 of the Italian Civil Code.) and in any case no more than the limit identified in the aforesaid authorization and equal to 220,000,000 shares of CIR (equal to approximately 19.86% of the share capital of CIR following the cancellation of 170,000,000 treasury stock approved today by the Extraordinary Shareholders’ Meeting), subject however to the limit of 20% of the share capital;
  • duration of the Buyback Programme: in line with the authorisation granted today by the Extraordinary Shareholders’ Meeting, the Buyback Programme will end on 12 March 2024 (unless revoked);
  • minimum and maximum price: the purchases must be made in accordance with the limits established by Delegated Regulation (EU) 2016/1052, it being understood that – in accordance with the aforementioned authorization of the Shareholders’ Meeting of the Company of April 30, 2021 – the purchase price may not deviate by more than 15% below or above the reference price recorded by CIR stock on the session of Euronext Milan, organized and managed by Borsa Italiana S.p.A, on the day prior to the completion of each individual purchase transaction and in any case the consideration must not be higher than the highest price between the price of the last independent transaction and the price of the highest current independent bid on the same market, in accordance with the provisions of Article 3 of Regulation (EU) 2016/1052;
  • market: the acquisitions will be carried out on Euronext Milan, organised and managed by Borsa Italiana S.p.A..

For the purposes of the execution of the Buyback Program, CIR has signed a “contract for trading on the market in execution of the share buyback resolution” with Equita SIM S.p.A., which will therefore continue to act as the intermediary appointed to carry out the buyback of treasury shares under the Buyback Program. The appointed intermediary will make purchasing decisions in full independence, also in relation to the timing of transactions and in compliance with the price limits identified by the Board of Directors and the Shareholders’ Meeting.

The transactions carried out will be disclosed to the market within the terms and in the manner set forth in the laws and regulations in force.

The Company is not obliged to complete the Programme, which may therefore be suspended, interrupted or modified at any time, for any reason whatsoever, in compliance with the laws and regulations in force.

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Disclosure regarding the buyback of shares

Milan, 5 September 2022 – Following the resolution of the Board of Directors on 29 April 2022 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 2022, CIR S.p.A. announces that between 29 August and 2 September 2022 it bought back, on the Euronext Milan market, 126,500 shares at an average unitary price of € 0.4164, for a total amount of € 52,678.45.

As of today, CIR S.p.A. is holding a total of 190,993,895 treasury shares, equal to 14.95% 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, 29 August 2022 – Following the resolution of the Board of Directors on 29 April 2022 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 2022, CIR S.p.A. announces that between 22 and 26 August 2022 it bought back, on the Euronext Milan market, 140,000 shares at an average unitary price of € 0.4138, for a total amount of € 57,937.70.

As of today, CIR S.p.A. is holding a total of 190,867,395 treasury shares, equal to 14.94% 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, 22 August 2022 – Following the resolution of the Board of Directors on 29 April 2022 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 2022, CIR S.p.A. announces that between 16 and 19 August 2022 it bought back, on the Euronext Milan market, 147,000 shares at an average unitary price of € 0.4165, for a total amount of € 61,229.10.

As of today, CIR S.p.A. is holding a total of 190,727,395 treasury shares, equal to 14.93% 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, 12 August 2022 – Following the resolution of the Board of Directors on 29 April 2022 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 2022, CIR S.p.A. announces that between 8 and 12 August 2022 it bought back, on the Euronext Milan market, 154,000 shares at an average unitary price of € 0.4190, for a total amount of € 64,524.05.

As of today, CIR S.p.A. is holding a total of 190,580,395 treasury shares, equal to 14.92% 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, 8 August 2022 – Following the resolution of the Board of Directors on 29 April 2022 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 2022, CIR S.p.A. announces that between 1 and 5 August 2022 it bought back, on the Euronext Milan market, 242,686 shares at an average unitary price of € 0.4159, for a total amount of € 100,922.50.

As of today, CIR S.p.A. is holding a total of 190,426,395 treasury shares, equal to 14.91% 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 AGM

Milan, 5 August 2022 – Regarding the General Meeting of the Shareholders of CIR S.p.A., to be convened in extraordinary and ordinary session for 12 September 2022, 10.00 a.m., at a single calling, it is announced that the following documentation is available at the Company registered offices (Via Ciovassino 1, Milan), on the website www.cirgroup.it (section Governance/Shareholders meetings) and on the authorized storage mechanism eMarket STORAGE:

  • the Report of the Board of Directors on the proposed cancellation of 170,000,000 treasury shares currently owned by the company without a corresponding share capital reduction and related amendment to Art. 4.1 of the Company Bylaws (item 1 – extraordinary part);
  • the Report of the Board of Directors on the proposed reduction of the share capital pursuant to Art. 2445 of the Civil Code by posting to reserves an amount of euro 218,603,657 and thus from the current euro 638,603,657 to 420,000,000, without the cancellation of shares, with the aim of making the capital structure of the company more flexible and related amendment of Art. 4.1 of the Company Bylaws (item 2 – extraordinary part);
  • the Report of the Board of Directors on the proposed authorization to buy back own shares and use them as appropriate (item 1 – ordinary part).

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Disclosure regarding the buyback of shares

Milan, 1 August 2022 – Following the resolution of the Board of Directors on 29 April 2022 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 2022, CIR S.p.A. announces that between 25 and 29 July 2022 it bought back, on the Euronext Milan market, 195,706 shares at an average unitary price of € 0.4044, for a total amount of € 79,146.66.

As of today, CIR S.p.A. is holding a total of 190,217,477 treasury shares, equal to 14.89% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Notice of Extraordinary and Ordinary General Meeting of the Shareholders

Milan, 29 July 2022 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”), which met today in Milan under the chairmanship of Rodolfo De Benedetti, resolved to call an extraordinary and ordinary General Meeting of the Shareholders for 12 September 2022, at 10:00 am, at a single call, with the following Agenda:

Extraordinary Part

  1. Cancellation of 170,000,000 treasury shares currently owned by the company without a corresponding share capital reduction. Amendment to Art. 4.1 of the Company Bylaws. Resolutions pertaining to and resulting from the same.
  2. Reduction of the share capital pursuant to Art. 2445 of the Civil Code by posting to reserves an amount of euro 218,603,657 and thus from the current euro 638,603,657 to 420,000,000, without the cancellation of shares, with the aim of making the capital structure of the company more flexible. Amendment of Art. 4.1 of the Company Bylaws. Resolutions pertaining to and resulting from the same.

Ordinary Part

  1. Authorization to buy back treasury shares subject to the revocation of the previous and related authorization to dispose of the same treasury shares.

The Board of Directors also approved the explanatory reports pursuant to Art. 125-ter of D. Lgs. no. 58 of 24 February 1998, as subsequently amended and supplemented, and to Art. 72, paragraph 1-bis, of Consob Regulation no. 11971 of 14 May 1999, as subsequently amended.

Extraordinary Part

As regards the first item on the Agenda of the Extraordinary General Meeting of the Shareholders, it is proposed that 170,000,000 treasury shares currently owned by the Company, representing 13.31% of the share capital be cancelled. The cancellation would be carried out without any share capital reduction given that the shares representing the Company’s share capital have no indication of a nominal value.

From an accounting point of view, if deliberated, the cancellation of the treasury shares would not have any effects on the economic result and would not cause any change in the total value of shareholders’ equity, but would lead to an increase in the implicit value of the shares that have not been cancelled.  Indeed, from an accounting point of view, there would be a reduction of the own shares in the portfolio and a corresponding reduction of an equal amount in the treasury share reserve.

Following the cancellation of 170,000,000 treasury shares, on the basis of the treasury shares owned by the Company as of 28 July 2022, the Company would have a remaining number of 20,164,977 treasury shares, representing 1.82% of the number of shares that make up the share capital. The residual treasury shares would be sufficient to fulfil the obligations resulting from the current programs of assignment of shares in the Company to employees, members of the Boards of Directors of CIR and its subsidiaries, in line with the purposes of the authorization to buyback and/or dispose treasury shares approved by the Ordinary General Meeting of the Shareholders held on April 29 2022.

As regards the rationale, the operation is proposed because the number of treasury shares currently owned by the Company is close to the threshold established by Art. 2357, paragraph 3, of the Civil Code of one fifth of the share capital, and thus the Company’s flexibility to buy back more treasury shares is limited vis-à-vis its shareholders’ equity and its free cash flow. Moreover, for the moment there are no plans for the own shares in question to be used for extraordinary capital transactions.

If the transaction is effected it will entail the amendment of Article 4.1 of the Bylaws to reflect the new number of shares making up the share capital.

Lastly, it should be noted that:

  • For the proposed resolution to take effect, it must be registered in the Register of Companies pursuant to Art. 2436, paragraph 5, of the Civil Code;
  • The envisaged amendment to the Bylaws does not refer to any of the circumstances that allow the shareholders to exercise the right of withdrawal pursuant to Art. 2437 of the Civil Code.

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As regards the second item on the Agenda of the Extraordinary General Meeting of the Shareholders, the proposed transaction consists of the following:

  • A reduction of the share capital of Euro 218,603,657, from Euro 638,603,657 to Euro 420,000,000;
  • A concurrent increase of the same amount, Euro 218,603,657, of the available reserves, which considering their value at 30 June 2022, would rise from Euro 16,472,719 to Euro 235,076,376.

Therefore, at the time when this operation is carried out the amount of shareholders’ equity would not change as only the qualitative nature of the same would change. Furthermore, as the Company’s shares have no nominal value indication, the proposed capital reduction involves no cancellation of shares, or change in their intrinsic patrimonial value.

As for the rationale, the transaction is being put forward because the current situation makes it impossible to continue the distribution policy, either in terms of dividends and/or the buyback of shares, that the Company has adopted in the past, except within the limits of its net income for the year and thus the distributable reserves that may be generated in the future. The operation in question has, therefore, the aim of reconstituting a certain amount of available reserves for the Company, in order to give it in the future greater flexibility in the use of the group’s available financial resources not used for operational purposes and/or to service the operations of its investors. In particular, as an effect of the operation, such resources could be used even to approve possible dividend distributions or the buyback of shares.  On the other hand, without the transaction any such decisions would not be easily pursuable precisely because of the current composition of equity, in which distributable reserves have reached a very minimal level.

The operation would not involve any immediate outflow of resources from the Company’s capital.

It would rather form a basis to enable the Company to arrange such outflows at any time in the light of sustainability analyses that would be carried out from time to time by CIR’s Board of Directors on the basis of the information updated at that time, and after having considered a series of elements – such as the situation of the group and of the companies in the group, their business plans, the strategic options available – as a whole in order that a conscious decision can be taken that is consistent with the strategic and financial framework of the company and of the markets.

The decision to reduce the share capital and increase available reserves is consistent with other such operations effected in our country by various companies in the last few years for similar reasons and a similar rationale as those on which this proposed operation rests. 

Implementation of the operation will involve an amendment to Article 4.1 of the Company Bylaws to reflect the new amount of share capital, which would stand at Euro 420,000,000 after the voluntary capital reduction has been put in place. Article 4.1 of the Bylaws would therefore be reformulated to this effect without prejudice to any further amendments proposed in item 1 of the Agenda of the Extraordinary General Meeting of the Shareholders which – when actually approved and then registered in the Register of Companies – will amend Art. 4.1 in the part relating to the number of shares into which the Company’s capital is divided.

Lastly, it should be noted that:

  • although the capital reduction does not involve any repayment of capital to the shareholders, we believe that, in compliance with the prevailing legal and juridical opinion on the matter, Art. 2445 of the Civil Code is applicable. This article states that the capital reduction can be effected only 90 days after the date on which it  is recorded in the register of companies even if it does not involve any repayment of capital to the shareholders, provided that no creditor of the company from prior to the registration has presented opposition to the same;
  • The proposed amendment to the Bylaws does not involve any of the circumstances under which the shareholders can exercise the right of withdrawal as per the terms of Art. 2437 of the Civil Code.

Ordinary Part

As regards the sole item on the Agenda of the Ordinary General Meeting of the Shareholders, the proposal is for the cancellation (of the part not utilized) and renewal of the authorization of the same Board of Directors, in the light of the rules stated in Articles 2357 and following articles of the Civil Code, of Art. 32 of D.Lgs no. 58/98 (the “TUF”), of Art. 144-bis of CONSOB Resolution no. 11971/1999, of EU Regulation no. 596/2014 (the “MAR”), of EU Delegated Regulation no. 2016/1052, of Consob Resolution no. 20876 of April 3 2019 and Consob Guidelines of July 2019, for a period of 18 months to buy back a maximum of 220.000.000 of its own shares at a unit price that cannot be more than 15% higher or lower than the benchmark price recorded by the shares on regulated markets on the trading day preceding each single buyback transaction or preceding the date on which the price is fixed in the event of purchases made in accordance with the procedures stated in points (i), (iii) and (iv) of the following paragraph. In any case, when the shares are bought back 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 on the same market, in compliance with Art. 3 of EU Delegated Regulation no. 2016/1052.

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 physical delivery of the underlying shares in compliance with the further provisions contained in Art. 144-bis of the Rules for Issuers issued by Consob, and as per the terms of Articles 5 and 13 of the MAR.

The maximum number of treasury shares that the Company is holding at any one time as an effect of deals regarding own shares held in the portfolio will in any case be limited to 20% of the total number comprising the share capital, in compliance with the terms of Art. 2357, paragraph 3, of the Civil Code.

Purchases and collocation of treasury shares must be made in accordance with the terms of Art. 5 of the Regulations and the Delegated Regulation, where applicable.

As regards the disposal (alienation) of own shares, the resolution put forward would give the Board of Directors the right to establish from time to time, in compliance with the rules applicable and/or recognized market practice at any one time, the criteria to be used for establishing the price of the same, taking into account the realization procedures to be followed, the trend of the share price in the period preceding the transaction and the best interests of the Company.

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”); (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.

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The notice of the General Meeting of the Shareholders and the above reports illustrating the items on the Agenda will be made available to the public following the procedures and within the time limits laid down by law and by regulations applicable. 

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CIR: results for first half 2022

  • Revenues at € 1,102.5 million, up by 10.4% from first half 2021
  • Positive results for Sogefi, results of KOS in recovery, results of financial management affected by the negative performance of the financial markets
  • Net income at break-even, negatively affected by the adjustment of fair value of the financial asset portfolio
  • Reduction of consolidated net debt of the operating subsidiaries
  • Net financial position of the parent company positive for € 313.3 million, after the disbursement of € 84.2 million for the buyback of own shares and despite the impairment recorded by the portfolio of financial investments in the current market situation

Milan, 29 July 2022 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”), which met today under the chairmanship of Rodolfo De Benedetti, has approved the Semi-Annual Financial Report as of 30 June 2022 presented by Chief Executive Officer Monica Mondardini.

Consolidated results

In the first half of 2022 the Company and its investees were operating in a complex environment due to the effects of the still ongoing pandemic, which have a direct impact on the social healthcare sector, to the increases in the cost of raw materials and energy, which affect the automotive sector, and the negative performance of the financial markets, which have had an impact on the results of the group’s investment portfolio. The conflict between Russia and Ukraine has worsened the critical issues already present in relation to raw materials, energy, the financial markets and the weakness of certain economic sectors in Europe.

Against this backdrop, KOS continued to see a recovery of its activities which began in the second quarter of 2021, after the fall caused by the pandemic, and Sogefi managed effectively the many critical factors that impacted the market; while the results of financial management suffered the inversion of the trend in the markets, suffering losses in value across all of the main asset classes.

The consolidated revenues of the Group came in at € 1,102.5 million and were up by 10.4% on the first half of 2021, with positive dynamics in both sectors of the group’s business activities.  

The group reported a net result at break-even (-€ 0.2 million) versus net income of € 21.6 million in the first half of 2021. The decline was due to the lower returns on the financial investment portfolio, with the financial companies of the group (CIR, CIR International and CIR Investimenti) contributing a negative € 10.2 million to the consolidated net result after a positive contribution of € 9.3 million in the first half of 2021.

Consolidated net financial debt before IFRS 16 stood at € 95.6 million at 30 June 2022 compared to € 85.6 million at 31 December 2021 and € 41.4 million at 30 June 2021:

  • The net debt of the subsidiaries declined to € 408.9 million from € 418.0 million at 31 December 2021 and € 446.4 million at 30 June 2021;
  • The net financial position of the Parent Company (including the subsidiaries CIR Investimenti and CIR International) remains very positive at € 313.3 million and the reduction compared to 31 December 2021 (€ 332.4 million) and 30 June 2021 (€ 405.0 million) was due mainly to the buyback of own shares for € 84.2 million over the last 12 months and to a lesser extent to the impairment losses recorded by the financial investment portfolio in the current market situation.  

Consolidated net debt, including IFRS 16 payables, stood at € 969.8 million at 30 June 2022, and included € 874.2 million for rights of use that refer mainly of the subsidiary KOS (€ 805.3 million), which operates in premises that are generally leased.

The Group’s equity amounted to € 749.4 million at 30 June 2022 (€ 740.4 million at 31 December 2021).

KOS

In 2020 the Covid-19 pandemic had a significant impact on the activities of KOS, leading to a reduction in the number of guests entering the nursing homes and in the services provided in the rehabilitation units. The recovery began in the middle of 2021 and was confirmed in the first half of 2022, although pre-pandemic levels have not yet been reached.

In the first half of 2022, the Group’s revenues came to € 346.5 million, posting a rise of 6.5% on the same period of the previous year, thanks particularly to the recovery in the nursing home sector in Italy (+16.2%) and in Germany (+5.2%).

Recurring EBIT rose from € 8.3 million to € 11.5 million (total EBIT for first half 2021 came to € 20.9 million and included non-recurring income of € 12.6 million).

Sogefi

In the first half of 2022 the market continued to have difficulty in the sourcing of raw materials and components (which even caused the temporary closure of certain of the principal car manufacturers’ production facilities worldwide) and rises in the prices of raw materials and energy, made worse by the conflict between Russia and Ukraine. World car production fell by 1.8% compared to the first half of 2021, with Europe at -7.6%, China and Mercosur in line (at +0.7% and -0.6% respectively), and NAFTA and India recovering (+4.7% e +16.4% respectively).

In this scenario, Sogefi reported revenues 12.3% higher than in the first half of 2021, due to the rise in selling prices to bring them into line with the cost of raw materials, and to the trend of exchange rates; production and sales volumes were substantially in line with first half 2021 with a positive performance compared to the market (-1.8%).

Recurring EBIT for the first half of the year was in line with that of the same period of 2021; total EBIT came to € 40.4 million versus € 47.3 million in 2021 because of higher restructuring costs (€ 4.1 million compared to € 1.3 million in the first half of 2021) and lower non-operating income (€ 3.9 million versus € 9.4 million in 2021).

The Group reported net income of € 20.8 million, in line with that of the first half of 2021, which was € 21.4 million.

Net debt (before IFRS 16) fell to € 216.4 million at 30 June 2022 from € 258.2 million at 31 December 2021 and € 261.4 million at 30 June 2021.

The first half of the year was positive for commercial activity too: the Filtration division was awarded various contracts for the supply of oil and air filters; the Air and Cooling division signed important contracts in NAFTA and Europe for the supply of thermal management products and cooling plates for electric mobility; the Suspensions division obtained contracts for components that will be produced in the new facilities in Romania and in China, even for electric vehicles. Despite the market challenges of the last two years, Sogefi has always been able to meet the needs of its clients, confirming its image of a supplier capable to deliver high quality products, with reliable service levels.

Financial management

In the first half of 2022 the impact on the markets of the war in progress and the rise in interest rates, decided on by the central banks to counter inflationary effects, was negative for all asset classes. Management of the financial assets of the parent company and the financial subsidiaries therefore reported a negative net result of € 5.1 million for adjustments made to the fair value of assets, with a return for the first half of –1.3% after income of € 12.4 million in the first half of 2021. In particular, the overall return on cash equivalent assets (shares, bonds, hedge funds) was -2.5%, while the remaining part of the portfolio (private equity and minority shareholdings) gave a positive return of 3.8%.

Significant events that have taken place since 30 June 2022

Since the close of the period there have been no significant events that could have an impact on the economic, patrimonial or financial information reported.

Outlook for the year

Visibility as to the performance of the Group’s businesses in coming months remains limited given the continuing uncertainty about the evolution of the pandemic (which has a direct effect on the healthcare sector in particular), the Russian-Ukrainian conflict, the commodity and energy markets (which affect mainly the automotive sector) and the financial markets.

As far as KOS is concerned, thanks to the vaccination plan, there are expected to be less critical operational issues linked to the evolution of the pandemic. In this case the forecasts predict that the Rehabilitation and Acute services could return to pre-Covid levels already this year. For the nursing homes in Italy and Germany the time needed to return to full occupancy of the care homes is expected to be structurally longer, lasting at least until 2023. The company is in the process of performing an in-depth analysis of service models, in light of technological innovations and of the needs of its patients.

As for Sogefi, visibility as to the performance of the automotive market is limited because of the uncertainty about the macroeconomic scenario and how the public health situation will evolve, the conflict between Russia and Ukraine, the availability and prices of raw materials, and the logistics of transportation and sourcing from Asian markets. However, for 2022 S&P Global (IHS) is continuing to forecast 4.7% growth in world car production compared to 2021, with Europe at +10.7%, Nafta at +12.7%, South America at +6.9% and China remaining substantially stable (+0.4%). As for commodity prices, the first six months of 2022 saw further price rises and it is difficult to make forecasts for the second half of the year; the selling prices of Sogefi’s products have been adjusted to factor in these rises and after the further commodity and energy price rises since the start of the Russian-Ukrainian conflict, Sogefi’s management is committed to reaching fair agreements with all its customers, as it did in the first half of the year, in order to continue commercial relationships that are sustainable in the long term.

Assuming that there are no factors or circumstances that could make the scenario even more complex than it is at present, the operating results of Sogefi and KOS for the whole year should be at least in line with those of last year.

As for the management of the financial assets of the holding company, given the uncertainty surrounding the geopolitical, macroeconomic and financial scenario, the second part of the year is expected to be just as volatile as the first half was. Despite the prudent management profile adopted, further impairment of the financial instruments in the portfolio cannot be ruled out.