Disclosure regarding the buyback of shares

Milan, 19 February 2024 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 12 and 16 February 2024 it bought back, on the Euronext Milan market, 827,888 shares at an average unitary price of € 0.4437, for a total amount of € 367,370.89. As of today, CIR S.p.A. is holding a total of 62,643,025 treasury shares, equal to 5.66% 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, 5 February 2024 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 29 January and 2 February 2024 it bought back, on the Euronext Milan market, 449,350 shares at an average unitary price of € 0.4251, for a total amount of € 191,010.34. As of today, CIR S.p.A. is holding a total of 61,231,445 treasury shares, equal to 5.53% 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 January 2024 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 22 and 26 January 2024 it bought back, on the Euronext Milan market, 237,807 shares at an average unitary price of € 0.4251, for a total amount of € 101,095.08. As of today, CIR S.p.A. is holding a total of 60,782,095 treasury shares, equal to 5.49% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Calendar of events for 2024

Milan, 25 January 2024 – CIR S.p.A. announces that the Company’s calendar of events for 2024 will be as follows:

Monday11.03.202410,00 amBoard of Directors Meeting (Pro-forma Financial Report for 2023)
Monday29.04.202410,00 amAnnual General Meeting of the Shareholders (Approval of Financial Report for 2023)
Monday29.07.202410,00 amBoard of Directors Meeting (Half-year Financial Report for 2024)

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CIR: acquisition of the “SME” status

Milan, 23 January 2024 – CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) announces that, as its average market capitalization was below the threshold of 500 million euros during 2023, as of 1 January 2024 it will qualify as a Small and Medium Enterprise (“SME”) pursuant to Article 1, paragraph 1, letter w-quater.1 of Legislative Decree No. 58 of February 24, 1998 (“TUF”) and Article 2-ter, paragraph 2, of the regulations adopted by Consob Resolution No. 11971 of May 14, 1999 (“Issuers’ Regulations”).

As a result, for the purposes of disclosure requirements for significant shareholdings, pursuant to Article 120, paragraph 2, of the TUF, the relevant threshold of 5 percent of capital applies (to be understood as referring to the total number of voting rights in view of the voting surcharge provided for in CIR’s bylaws).

Disclosure regarding the buyback of shares

Milan, 15 January 2024 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 8 and 12 January 2024 it bought back, on the Euronext Milan market, 344,746 shares at an average unitary price of € 0.4255, for a total amount of € 146,689.01. As of today, CIR S.p.A. is holding a total of 60,022,499 treasury shares, equal to 5.42% 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 January 2024 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 2 and 5 January 2024 it bought back, on the Euronext Milan market, 375,000 shares at an average unitary price of € 0.428, for a total amount of € 160,517.50. As of today, CIR S.p.A. is holding a total of 59,677,753 treasury shares, equal to 5.39% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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

Milan, 5 January 2024 – Notice is hereby given that the key information document drafted pursuant to Article 130 of Consob Regulation 11971/1999 (“Rules for Issuers”) on the shareholders’ agreement concerning shares in Fratelli De Benedetti S.p.A. (“FDB”) and CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) (the “FDB SHA“) has been updated as of 5 January 2024 for the purpose of taking into account changes concerning the financial instruments of CIR held directly and indirectly by the parties to the FDB SHA.

The key information document on the provisions contained in the FDB SHA has been published, pursuant to the above-mentioned Art. 130 of the Rules for Issuers, on CIR’s website at www.cirgroup.it/en/shareholders-agreements/.

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Disclosure regarding the buyback of shares

Milan, 3 January 2024 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 27 and 29 December 2023 it bought back, on the Euronext Milan market, 206,500 shares at an average unitary price of € 0.4312, for a total amount of € 89,034.75. As of today, CIR S.p.A. is holding a total of 59,302,753 treasury shares, equal to 5.36% 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, 23 December 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 18 and 22 December 2023 it bought back, on the Euronext Milan market, 329,500 shares at an average unitary price of € 0.4252, for a total amount of € 140,100.20. As of today, CIR S.p.A. is holding a total of 59,096,253 treasury shares, equal to 5.34% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 18 December 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 11 and 15 December 2023 it bought back, on the Euronext Milan market, 430,454 shares at an average unitary price of € 0.4293, for a total amount of € 184,804.34. As of today, CIR S.p.A. is holding a total of 58,766,753 treasury shares, equal to 5.31% 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, 11 December 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 4 and 8 December 2023 it bought back, on the Euronext Milan market, 730,268 shares at an average unitary price of € 0.4205, for a total amount of € 307,102.96.

As of today, CIR S.p.A. is holding a total of 58,336,299 treasury shares, equal to 5.27% 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, 4 December 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 27 November and 1st December 2023 it bought back, on the Euronext Milan market, 768,096 shares at an average unitary price of € 0.4262, for a total amount of € 327,385.53. As of today, CIR S.p.A. is holding a total of 57,606,031 treasury shares, equal to 5.20% 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, 27 November 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 20 and 24 November 2023 it bought back, on the Euronext Milan market, 253,876 shares at an average unitary price of € 0.4111, for a total amount of € 104,379.59. As of today, CIR S.p.A. is holding a total of 56,837,935 treasury shares, equal to 5.13% 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, 20 November 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 13 and 17 November 2023 it bought back, on the Euronext Milan market, 1,033,722 shares at an average unitary price of € 0.4108, for a total amount of € 424,618.46. As of today, CIR S.p.A. is holding a total of 56,584,059 treasury shares, equal to 5.11% 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, 13 November 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 6 and 10 November 2023 it bought back, on the Euronext Milan market, 902,007 shares at an average unitary price of € 0.3974, for a total amount of € 358,420.96. As of today, CIR S.p.A. is holding a total of 55,550,337 treasury shares, equal to 5.02% 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, 6 November 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 30 October and 3 November 2023 it bought back, on the Euronext Milan market, 1,082,502 shares at an average unitary price of € 0.3902, for a total amount of € 422,390.02. As of today, CIR S.p.A. is holding a total of 54,648,330 treasury shares, equal to 4.94% 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, 30 October 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 23 and 27 October 2023 it bought back, on the Euronext Milan market, 906,621 shares at an average unitary price of € 0.3823, for a total amount of € 346,562.30. As of today, CIR S.p.A. is holding a total of 53,580,725 treasury shares, equal to 4.84% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

Disclosure regarding the buyback of shares

Milan, 23 October 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 16 and 20 October 2023 it bought back, on the Euronext Milan market, 583,826 shares at an average unitary price of € 0.3932, for a total amount of € 229,542.29. As of today, CIR S.p.A. is holding a total of 52,674,104 treasury shares, equal to 4.76% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Sogefi: results for first nine months of 2023

RESULTS HIGHER IN FIRST NINE MONTHS OF 2023

Revenues: +8.1% to € 1,252.5 million

EBIT: +39.5% to € 89.1 million

Net income € 45.8 million (€ 33.0 million in first nine months of 2022)

Free Cash Flow positive for € 38.4 million (€ 31.6 million in first nine months of 2022)

Debt before IFRS 16 lower at € 192.7 million (€ 219.7 million at 30 September 2022)

Orbey, 23 October 2023 – 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 2023, presented by Chief Executive Officer Frédéric Sipahi.

Sogefi, a company of the CIR Group, is one of the main producers worldwide of automotive components in the sectors Air and Cooling, Filtration and Suspensions.

PERFORMANCE OF THE MARKET

In the third quarter of 2023 world car production increased by 3.8% compared to the third quarter of 2022, which had in its turn reported growth of 29.5% on the previous year.

In the first nine months of 2023, world production of motor vehicles rose by 9% compared to the corresponding period of 2022. Growth was particularly strong in Europe (+15.3%) and NAFTA (+11.3%) and significant also in Mercosur (+6%) and India (+6.7%). As for China, the performance of the quarter had its ups and downs with production in the first nine months posting an overall increase (of +4.8%).

S&P Global (IHS) expects that the fourth quarter will see growth in world car production of 3.5% compared to fourth quarter 2022, forecasting for the whole year 2023 a rise of 7.5% on 2022, with growth in all the main geographical areas.

SUMMARY OF SOGEFI’S PERFORMANCE IN THE FIRST NINE MONTHS OF 2023

In the first nine months of 2023, the consolidated revenues of the Group recorded growth of 8.1% on the first nine months of 2022; at constant exchange rates the increase would have been 10.7%, thanks to the 7.1% rise in production volumes and the 3.4% rise in selling prices.

The results were positive and showed a significant improvement on those of the first nine months of 2022:

  • EBITDA, totalling € 173.9 million, was up by 14.7% thanks to the growth in revenues and the greater contribution margin;
  • EBIT, which came to € 89.1 million, was up by 39.5%, with an EBIT margin of 7.1% of revenues, up from 5.5% in the first nine months of 2022;
  • Net income came in at € 45.8 million (+39% compared to € 33.0 million in the first nine months of 2022);
  • Free Cash Flow was positive for € 38.4 million (€ 31.6 million in the first nine months of 2022);
  • Net debt (before IFRS 16) stood at € 192.7 million at 30 September 2022, down from € 224.3 million at 31 December 2022.

Business activity performed positively, with a good percentage of contracts for E-mobility (28% of the value of the new contracts acquired in the first nine months of 2023); the acquisition of new businesses was particularly dynamic in North America, China and India.

In particular, Air and Cooling obtained important contracts in North America, which will make it possible to increase market share in that area, and in China, including various orders from the car manufacturer BYD. 32% of the value of the new contracts obtained in 2023 by the business unit were for parts for E-mobility platforms.

Suspensions, in addition to having obtained new orders in Europe mainly for the supply of stabilizer bars, also signed a contract in China with an innovative local player who aspires to becoming one of the main producers in the electric car market.

CONSOLIDATED RESULTS FOR THE FIRST NINE MONTHS OF 2023

Revenues for the first nine months of 2023 came in at € 1,252.5 million, posting a rise of 8.1% at current exchange rates and of 10.7% at constant exchange rates compared to the same period of 2022.

Growth was very significant in Europe (+11.1%), North America (+9.2% and +13.3% at constant exchange rates) and India (+7.8% and +16.8% at constant exchange rates). However, in South America and in China revenues were down slightly because of the changes in exchange rates; at constant exchange rates, revenues were equivalent to or slightly higher than those of the previous year.  

Sogefi’s overall performance was substantially in line with that of the market; by geographical areas, its performance was better in NAFTA and India.  

All of the business units reported substantial revenue growth.

Revenues of Suspensions were up by 9.8% (+11.7% at constant exchange rates), with particularly positive performance in Europe (+14.4% at constant exchange rates) and India (+25.7% at constant exchange rates).

Filtration reported revenue growth of 7.9% (+10.1% at constant exchange rates), with the Aftermarket channel in Europe reporting +10.7% and India reporting +15.3% at constant exchange rates.

Air and Cooling reported a 6.9% rise in revenues (+10.7% at constant exchange rates), with growth of 14.5% at constant exchange rates in NAFTA.

EBITDA, totalling € 173.9 million, was up by 14.7% compared to the first nine months of 2022 (€ 151.7 million). 

The contribution margin increased by 12.3% compared to the first nine months of 2022, thanks to the higher revenues and greater margins (% of ratio of contribution margin to revenues), rising from 27.7% in 2022 to 28.8%. 

The impact of fixed costs on revenues (14.3%) was unchanged from the first nine months of 2022.  

Other income/charges made a negative contribution to EBITDA of € 4.2 million, versus a positive contribution of € 5.5 million in the first nine months of 2022 and consist mainly of exchange rate differences.  

EBIT came in at € 89.1 million, +39.5% from € 63.9 million in the first nine months of 2022. Its ratio to revenues increased from 5.5% in the first nine months of 2022 to 7.1% in the first nine months of 2023. 

Financial expense, totalling € 16.4 million, was higher than in the first nine months of 2022 (€ 13.6 million) because the rise in interest rates affected the loans at variable interest rates.  

Tax expense came to € 18.2 million (€ 15.0 million in the same period of 2022).

Net income from continuing operations was € 54.5 million, up from € 35.3 million in the same period of last year.

The net result of “discontinued operations and assets held for sale” refers to the sale, currently under negotiation, of the Suspensions business in Mexico; the result was a negative € 6.4 million (€ -1.1 million in the same period of 2022) and includes the net result of the business in the first nine months of 2023 and the best estimate of the income from the envisaged sale.

The group reported net income of € 45.8 million (€ 33.0 million in the first nine months of 2022).

Free Cash Flow was positive for € 38.4 million (€ 31.6 million in the first nine months of 2022).

At 30 September 2023 shareholders’ equity, excluding minority interests, stood at € 273.5 million, versus € 230.7 million at 31 December 2022. The increase mainly reflects the net result for the period.

Net financial debt before IFRS 16 totalled € 192.7 million at 30 September 2023, down from € 224.3 million at 31 December 2022 and € 219.7 million at 30 September 2022. Including the financial payables for rights of use, in accordance with IFRS 16, the net financial debt stood at € 257.9 million at 30 September 2023, down from € 294.9 million at 31 December 2022 and € 292.7 million at 30 September 2022. 

At 30 September 2023 the Group had committed credit lines in excess of its requirements for € 270.0 million.

SUMMARY OF THE RESULTS FOR THIRD QUARTER 2023

In the third quarter of 2023, the Sogefi Group reported revenues of € 404.9 million, -0.5% compared to the same period of 2022 and +4.6% at constant exchange rates.

EBITDA came in at € 61.7 million, up from € 51.6 million in the third quarter of 2022, thanks to the contribution margin increasing from 27% to 30%.

EBIT was a positive € 32.3 million (versus € 22.3 million in the third quarter of 2022).

The net income from continuing operations in the quarter was € 20.2 million, up from € 13.4 million in the same period of the previous year.

In the third quarter a negative net result of € 5.0 million was recorded for “discontinued operations and assets held for sale” (€ -0.3 million in the same period of 2022), which refers to the Suspensions business in Mexico and includes, as well as the net result of the business in the third quarter, the best estimate of the income from the disposal.

The consolidated net result for the third quarter of 2023 was € 14.4 million compared to € 12.2 million in the same period of the previous year.  

SIGNIFICANT EVENTS THAT HAVE TAKEN PLACE SINCE 30 SEPTEMBER 2023

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.

OUTLOOK FOR THE YEAR

Visibility as to the automotive market trend in 2023 remains limited due to the uncertainties regarding the macroeconomic evolution in a context of high inflation and still rising interest rates.

For the fourth quarter of 2023, S&P Global (IHS) expects world car production to grow by 3.5% compared to the same period of 2022.

As far as raw materials are concerned, in the first nine months of 2023 prices trended downwards and as yet there have been no signs of any inversion of the trend. As for energy costs, after a phase of containment, volatility remains high and could potentially intensify due to the new geo-political tensions.

Assuming there are no factors that could cause a deterioration of the macroeconomic scenario from today’s levels, for 2023 the Sogefi Group expects to see revenue growth of over 5% and an increase in profitability, excluding non-recurring charges, in line with the results reported for the first nine months of the year.

Disclosure regarding the buyback of shares

Milan, 16 October 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 9 and 13 October 2023 it bought back, on the Euronext Milan market, 659,962 shares at an average unitary price of € 0.3915, for a total amount of € 258,363.61. As of today, CIR S.p.A. is holding a total of 52,090,278 treasury shares, equal to 4.705% 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, 9 October 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 2 and 6 October 2023 it bought back, on the Euronext Milan market, 660,057 shares at an average unitary price of € 0.3930, for a total amount of € 259,406.99. As of today, CIR S.p.A. is holding a total of 51,430,316 treasury shares, equal to 4.645% 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, 2 October 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 25 and 29 September 2023 it bought back, on the Euronext Milan market, 745,536 shares at an average unitary price of € 0.4120, for a total amount of € 307,139.25.

As of today, CIR S.p.A. is holding a total of 50,770,259 treasury shares, equal to 4.585% 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, 25 September 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 18 and 22 September 2023 it bought back, on the Euronext Milan market, 679,765 shares at an average unitary price of € 0.4070, for a total amount of € 276,632.65.

As of today, CIR S.p.A. is holding a total of 50,024,723 treasury shares, equal to 4.52% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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