Press releases

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- 16:17 CEST

Shareholders’ Meeting Approves 2025 Financial Statements

New Board of Directors appointed. Rodolfo De Benedetti confirmed as Chairman and Monica Mondardini as Chief Executive Officer. Independent director Marta Marsilio joins the Board

New Board of Statutory Auditors for the 2026–2027–2028 three-year term: Gianluca Cinti (Chairman), Maria-Maddalena Gnudi, and Francesco Mantegazza

Milan, 27 April 2026 – The Shareholders’ Meeting of CIR S.p.A. – Compagnie Industriali Riunite was held today in Milan under the chairmanship of Rodolfo De Benedetti, in both ordinary and extraordinary session.

Pursuant to applicable law and in compliance with Article 8 of the Bylaws, shareholders’ participation in the Shareholders’ Meeting took place exclusively through the designated representative, appointed pursuant to Article 135-undecies of Legislative Decree No. 58 of February 24, 1998 (the “TUF”) and identified as Monte Titoli S.p.A..

Approval of the 2025 Financial Statements

The Shareholders’ Meeting approved CIR’s 2025 financial statements. As a reminder, the Group closed the year with consolidated revenues of €1,800.9 million (€1,821.1 million in 2024), consolidated gross operating margin of €274.1 million (€272.1 million in 2024), and consolidated net profit of €28.4 million (net profit of €132.2 million in 2021).

The Shareholders’ Meeting approved the Board of Directors’ proposal not to distribute dividends.

Appointment of the Board of Directors

The Shareholders’ Meeting appointed Rodolfo De Benedetti, Monica Mondardini, Marco De Benedetti, Edoardo De Benedetti, Francesca Pasinelli, Elisabetta Oliveri, Marta Marsilio, and Tommaso Nizzi.
The directors were elected from the slate submitted by the majority shareholder F.lli De Benedetti S.p.A., holding 41.206% of the share capital, except for Tommaso Nizzi, elected from the minority slate submitted by Navig S.a.s. of Giorgio Zaffaroni, holding 2.729% of the share capital.
The curricula vitae of the directors are available on the website www.cirgroup.it.
During the Meeting, Chairman Rodolfo De Benedetti and CEO Monica Mondardini thanked the outgoing directors Philippe Bertherat and Maria Serena Porcari, as well as the outgoing Chairman of the Board of Statutory Auditors Giovanni Barbara, for their service to the Company.

Appointment of the Board of Statutory Auditors

The Meeting also appointed the members of the Board of Statutory Auditors for the 2026–2027–2028 term. The standing auditors are Gianluca Cinti (Chairman), Maria-Maddalena Gnudi, and Francesco Mantegazza. The alternate auditors are Antonella Dellatorre, Gaetano Rebecchini, and Daniele Beretta.The auditors were elected from the slate submitted by the majority shareholder F.lli De Benedetti S.p.A., except for Chairman Gianluca Cinti and alternate auditor Daniele Beretta, elected from the minority slate submitted by Navig S.a.s. of Giorgio Zaffaroni.
The curricula vitae of the auditors are available on the website www.cirgroup.it

Remuneration Policy and Stock Grant Plan

The Shareholders’ Meeting approved, by majority, the first section of the “Report on the remuneration policy and compensation paid” and expressed a favorable vote, also by majority, on the second section of the report.
The Meeting also approved, by majority, the 2026 stock grant plan, intended for directors and/or executives of the Company and its subsidiaries, for a maximum of 2,700,000 conditional rights, each entitling beneficiaries to receive one CIR share free of charge.
The shares will be granted using treasury shares. The plan aims to align management interests with long-term value creation objectives and to retain key personnel.

Authorization to Purchase Treasury Shares

The Shareholders’ Meeting authorised the Board of Directors, for a period of 18 months, to purchase, in one or more tranches, up to a maximum of 125,000,000 (one hundred and twenty-five million) treasury shares, and to dispose of all or part of the Company’s treasury shares.
It is noted that on 9 March 2026 the Company launched a voluntary public tender offer (OPAV) to purchase up to 50,000,000 treasury shares, and on 24 April 2026 published the Offer Document, to which reference should be made for further information. Said OPAV was launched pursuant to the authorisation granted by the Ordinary Shareholders’ Meeting of 28 April 2025 and will continue under the authorisation granted by today’s Shareholders’ Meeting.
The maximum number of treasury shares held by the Company from time to time as a result of treasury share transactions, including the aforementioned OPAV, shall in any case not exceed the limit of 20% of the total number of shares comprising the share capital, in accordance with Article 2357, paragraph 3, of the Italian Civil Code.
Purchases and disposals of treasury shares shall be carried out in compliance with Article 5 of the Regulation and the Delegated Regulation, where applicable, and specifically: (i) through a public purchase or exchange offer; (ii) on regulated markets according to the operating procedures established in the market organisation and management regulations, which do not allow direct matching of buy orders with predetermined sell orders; (iii) through proportional allocation to shareholders of put options to be assigned within 15 months of the date of the shareholders’ meeting authorisation and exercisable within 18 months of that date; (iv) through the purchase and sale of derivative instruments traded on regulated markets that provide for physical delivery of the underlying shares, in compliance with the additional provisions contained in Article 144-bis of the Issuers’ Regulation issued by Consob, as well as pursuant to Articles 5 and 13 of EU Regulation 596/2014. With regard to the disposal (sale) of treasury shares held in portfolio, the submitted resolution provides that the Board of Directors shall have the power to determine from time to time, in accordance with applicable regulations and/or market practices recognised from time to time, the criteria for determining the relevant consideration, taking into account the execution methods employed, the share price performance in the period preceding the transaction, and the best interests of the Company.
Pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, as well as Article 132 of the TUF, the Authorisation is intended, in the interest of the Company, to: (i) fulfil obligations arising from any stock option programmes or other share grants to employees or members of the administrative bodies of CIR or its subsidiaries, as well as fulfil obligations potentially arising from any debt instruments convertible into or exchangeable for equity instruments; (ii) maintain a treasury share portfolio to be used as consideration in any extraordinary transactions, including share exchanges with other parties in the context of transactions of interest to the Company (“securities warehouse”), all within the limits of applicable law; (iii) support market liquidity, optimise the capital structure, and remunerate shareholders in particular market situations, all within the limits established by applicable law; (iv) seize value-creation opportunities and efficiently deploy liquidity in response to market conditions; (v) for any other purpose that the competent Authorities may qualify as accepted market practices under applicable European and domestic regulations, and in the manner established therein.
As of today, the Company holds a total of 56,720,488 treasury shares, equal to 6.19% of the share capital.

Revocation of the Resolution to Cancel Treasury Shares

In extraordinary session, the Shareholders’ Meeting revoked the resolution approved in extraordinary session on 28 April 2025 concerning the cancellation of treasury shares held in the Company’s portfolio as of the expiry date of the treasury share purchase authorisation granted on the same date by the Ordinary Shareholders’ Meeting. Consequently, the Shareholders’ Meeting resolved to repeal the second paragraph of Article 4 of the Company’s by-laws.

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Board of Directors Meeting

The Board of Directors, meeting after the Shareholders’ Meeting, confirmed Rodolfo De Benedetti as Chairman and Monica Mondardini as Chief Executive Officer of the Company. Attorney Antonio Segni was confirmed as Secretary of the Board of Directors.

Carlo De Benedetti and Franco Debenedetti were appointed Honorary Chairman and Honorary Vice-Chairman of CIR, respectively, in recognition of their contribution to the establishment and development of the Company.

The Board verified that the independence requirements were met by the directors who qualified as independent, namely Marta Marsilio, Tommaso Nizzi, Elisabetta Oliveri, and Francesca Pasinelli. Four out of eight directors are therefore independent.

The Board also acknowledged that the independence requirements for the members of the Board of Statutory Auditors were met, based on the verification carried out by that body.

The following committees were appointed: Nomination and Remuneration Committee (Francesca Pasinelli, Chair, Tommaso Nizzi, Elisabetta Oliveri); Control, Risk and Sustainability Committee (Elisabetta Oliveri, Chair, Marta Marsilio, Tommaso Nizzi); Related-Party Transactions Committee (Tommaso Nizzi, Chair, Marta Marsilio, Francesca Pasinelli); Lead Independent Director (Francesca Pasinelli).

Finally, in accordance with the shareholders’ meeting resolution, the Board executed the 2026 stock grant plan by granting 2,663,567 rights.

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- 12:33 CEST

Press release pursuant to article 38, paragraph 2, of the Issuers’ Regulation – Publication of the Offer Document

  • Price per share offered: Euro 0.68;
  • Acceptance period:from 8:30 a.m. (Italian time) on April 27, 2026 to 5:30 p.m. (Italian time) on May 18, 2026, included (unless the acceptance period is extended);
  • Date of payment of the price offered: May 25, 2026 (unless the acceptance period is extended).

Milan, April 24, 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, it is announced that Consob, with resolution no. 23957 of April 22, 2026, has approved the Offer document pursuant to Article 102, paragraph 4, of the TUF (the “Offer Document”).

It is also informed that the Offer Document, which contains a detailed description of the terms and conditions of the Offer as well as the procedures for participation, is being published today and 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 intermediary in charge of coordinating the collection of acceptances, Equita SIM S.p.A., in Via Filippo Turati no. 9, 20121, Milan, and at the offices of the Intermediaries Equita SIM S.p.A., Banca Monte dei Paschi di Siena S.p.A., e BNP Paribas, Italian Branch, as well as on the Issuer’s website at www.cirgroup.it in the “Governance/ Voluntary partial tender offer for CIR’s own shares” section.

It is further noted that, because the Offer is promoted by CIR, and therefore the Offeror and the Issuer are the same, the Issuer’s statement pursuant to Article 103, paragraph 3, of the TUF and Article 39 of the Issuers’ Regulation is not attached to the Offer Document.

Terms indicated with an initial capital letter shall have the meaning ascribed to them in the Offer Document.

The main elements of the Offer, as described in more detail in the Offer Document, are as follows:

Shares eligible for tender

The maximum number of 50,000,000 shares eligible for tender, which represent, as of the date of the Offer Document, 5.458% of CIR’ share capital. All shares (identification codes: ISIN IT0000070786, XXITV0000172, XXITV0000180 and ISIN IT0005241762), except for 56,720,488 treasury shares held by CIR as of the date of the Offer Document, representing 6.19% of the ordinary share capital, are eligible for tender subject to the Offer and may therefore be tendered.

Consideration

The consideration is Euro 0.68 per share and will be paid to the participants on the fifth trading day following the closing of the acceptance period, i.e., May 25, 2026 (unless extended), upon the simultaneous transfer of full ownership of the shares tendered. In the case of full acceptance of the Offer, the total disbursement will amount to Euro 34,000,000.00.

Conditions for the Offer to be effective

The validity of the Offer is subject to:

  • the failure, by the first Trading Day following the end of the Acceptance Period, of (i) extraordinary events or circumstances at national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already in existence on the Date of the Offer Document and which have substantially prejudicial effects on the Offer, on the operating 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 detriment 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) and (B), collectively, the “Conditions for the Validity of the Offer”).

The MAC Condition also specifically includes all events or situations listed in points (i) and (ii) above that may occur as a result of, or in connection with, the ongoing international political crises, such as the Russia-Ukraine political-military crisis, the Arab-Israeli-Middle East conflict and/or trade friction regarding tariffs between the United States of America and various countries, including those of the European Union and the People’s Republic of China, which, although in the public domain as at the Date of the Offer Document, could have adverse consequences for the Offer and/or for the patrimonial, economic, financial or operational position of the Offeror and its respective subsidiaries and/or associated companies and/or their regulatory capital adequacy, such as, by way of example only, the temporary suspension and/or closure of financial and production markets and/or commercial activities relating to the markets in which the Offeror or its parent companies, subsidiaries and/or associated companies operate, which have adverse effects on the Offer and/or result in changes to the patrimonial, economic, financial or operational position of the Offeror or its respective subsidiaries and/or associated companies and/or to their regulatory capital adequacy.

The Offeror may waive or amend the terms of the Conditions for the Validity of the Offer, in whole or in part, at any time and at its sole discretion, within the limits and in accordance with the procedures set out in Article 43 of the Issuers’ Regulations.

The Offer is not conditional upon the achievement of a minimum number of acceptances.

Acceptance Period

Pursuant to Article 40, paragraph 2, of the Issuers’ Regulation, the acceptance period for the Offer, agreed upon with Borsa Italiana S.p.A., will begin at 8:30 AM on April 27, 2026, and end at 5:30 PM on May 18, 2026, included, unless extended. Therefore, May 18, 2026, will be the last day to accept the Offer, unless extended.

Pro-Rata Allocation

If, at the end of the Acceptance Period, the total number of shares tendered in acceptance of the Offer exceeds the maximum number of Shares subject to the Offer (and the Conditions for the Validity of the Offer have been satisfied or waived), a Pro-Rata Allocation shall take place, pursuant to which the Offeror shall purchase from all Shareholders the same proportion (equal to the Allocation Coefficient) of the Shares tendered by them in the Offer.

If the shares tendered in acceptance of the Offer by a single Shareholder are identified by different identification codes, in order to protect the positions accrued in relation to the possibility of exercising enhanced voting rights, in the event of a Pro-Rata Allocation, the Offeror shall withdraw shares from each Accepting Shareholder in the following order of priority:

  • firstly, shares identified by ISIN code IT0000070786 shall be withdrawn;
  • secondly, shares pending registration in the CIR loyalty shareholders’ register, identified by code XXITV0000172, shall be withdrawn;
  • thirdly, shares registered in the CIR loyalty shareholders’ register and pending the accrual of enhanced voting rights, identified by code XXITV0000180, shall be withdrawn;
  • fourthly, Enhanced Voting Shares and Super Enhanced Voting Shares, identified by ISIN code IT0005241762, shall be withdrawn.

If an Accepting Shareholder intends to tender both Enhanced Voting Shares and Super Enhanced Voting Shares in the Offer, given that they share the same ISIN code, for the purposes of calculating the total number of voting rights by the Company, Enhanced Voting Shares shall be deemed to have been tendered first, and Super Enhanced Voting Shares thereafter. It is understood that the Company shall notify the market of the total number of voting rights resulting from the Offer and any Pro-Rata Allocation.

It is in any case understood that, in the event of the return of shares in the case of a Pro-Rata Allocation, the Accepting Shareholder shall be entitled to have returned to them shares carrying the same rights and/or entitlements (including, by way of example, the enhancement of voting rights pursuant to Article 127-quinquies of the TUF, or the accrual of the right to obtain the enhancement of voting rights, or the right to registration in the CIR loyalty shareholders’ register) that such shares would have had in the absence of their tender in the Offer.

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- 10:33 CEST

Press release pursuant to article 36 of the Issuers’ Regulation – Approval of the Offer Document

Milan, April 23, 2026 – With reference to the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (the “Offeror”or “CIR”) 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, following the press releases concerning the suspension and the re-opening of Consob’s investigation period, issued, pursuant to article 38, paragraph 1, of the Issuers’ Regulation, respectively on April 9, 2026 and on April 21, 2026, it is announced that Consob, by resolution no. 23957 of April 22, 2026, has approved, pursuant to article 102, paragraph 4, of the TUF, the Offer document (the “Offer Document”).

Acceptance period

The acceptance period agreed with Borsa Italiana S.p.A., pursuant to article 40, paragraph 2, of the Issuers’ Regulation, will start at 8:30 AM (Italian time) on April 27, 2026, and close at 5:30 PM (Italian time) on May 18, 2026 (first and last days included), unless otherwise extended.

Therefore, May 18, 2026 will be the closing date of the acceptance period of the Offer, unless extended in compliance with applicable law, and the payment date of the shares tendered to the Offer will be on the fifth stock market trading day following the closing of the acceptance period, i.e., May 25, 2026 (the “Payment Date”).

Consideration

The Offeror will pay a consideration equal to Euro 0,68 for each share tendered to the Offer.

The Offer Document will be filed with Consob and will be made available to the public for consultation at the registered office of CIR in Milan, via Ciovassino no.1, and at the premises of the intermediary appointed to coordinate the collection of acceptances, of the appointed intermediaries and on CIR’s corporate website www.cirgroup.com “Governance/Voluntary partial public tender offer for CIR’s own shares”.

The publication of the Offer Document will be promptly disclosed to the market.

* * *

Pending the publication of the Offer Document, please refer to the notice issued pursuant to Article 102, paragraph 1, of the TUF, published on 9 March 2026 on the CIR website (www.cirgroup.it), which contains a detailed description of the main elements of the Offer.

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- 16:32 CEST

Press release pursuant to article 38, paragraph 1, of the Issuers’ Regulation – Re-opening of the investigation period

Milan, April 21, 2026 – In relation to the offer document filed with Consob on  March 27, 2026, (the “Offer Document”) concerning the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (the “Offeror”) 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 – following the press release of April 9, 2026, concerning the suspension of the investigation period for the approval of the Offer Document by Consob – announces that, on the date hereof, Consob has ordered, pursuant to article 102, paragraph 4, of the TUF, the re-opening of the investigation period, effective as of April 22, 2026. The investigation period will expire on April 26, 2026.

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- 08:50 CEST

Press release pursuant to article 38, paragraph 1, of the Issuers’ Regulation – Suspension of the investigation period

Milan, April 9, 2026 – In relation to the offer document filed with Consob on  March 27, 2026, (the “Offer Document”) concerning the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (the “Offeror”) 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 announces that on April 8, 2026 Consob requested certain additional information, ordering the suspension of the investigation period for the approval of the Offer Document until such additional information is provided and, in any event, for a period not exceeding 15 days from  the date of suspension.

The reopening of the investigation period will be promptly disclosed to the market pursuant to article 38, paragraph 1, of the Issuers’ Regulation.

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- 18:42 CEST

Filing of documentation for Annual General Meeting on April 27, 2026

Milan, 3 April 2026 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 27, 2026, 10:00 a.m., at a single calling, it is announced that the following documentation:

  • The Annual Report and Financial Statements for the year ended 31 December 2025, the Report of the Board of Statutory Auditors and the Reports of the Firm of Auditors (item 1 Ordinary Part);
  • The Report on Corporate Governance and ownership structure as per Art. 123-bis TUF;
  • The Report on the proposal to authorize the purchase and disposal of treasury shares (item 2 Ordinary Part);
  • The Report on the remuneration policy and on compensation paid (item 3 Ordinary Part);
  • The Report on the proposal to revoke the resolutiona concerning the cancellation of treasury shares (item 1 Extraordinary Part);

is available at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it (section Governance/Shareholders meetings) and on the authorized storage mechanism eMarket STORAGE.

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- 15:24 CEST

Filing of the candidates lists for the appointment of the Board of Statutory Auditors

Milan, 3 April 2026 – In relation to the appointment of the Board of Statutory Auditors of CIR S.p.A. for the years 2026-2027-2028, in view of the ordinary Annual General Meeting of the Shareholders to be held on 27 April 2026 at 10.00 a.m. at a single call, we inform that two lists of candidates have been filed:

  • List no. 1, filed by F.lli De Benedetti S.p.A., holder of no. 377,471,050 ordinary shares in CIR, equal to 41.21% of the share capital, consisting of the following candidates listed in numerical order:

Section 1 – Candidates for the position of Statutory Auditor (in office)

  1. Mantegazza Francesco
  2. Barbara Giovanni
  3. Maria-Maddalena Gnudi

Section 2 – Candidates for the position of Alternate Auditor

  1. Dellatorre Antonella
  2. Rebecchini Gaetano
  3. Pardi Marco
  • List no. 1, Navig S.a.s., holder of 25,000,000 ordinary shares in CIR, equal to 2.73% of the share capital, consisting of the following candidates, listed in numerical order:

Section 1 – Candidate for the position of Statutory Auditor (in office)

  1. Cinti Gianluca

Section 2 – Candidate for the position of Alternate Auditor

  1. Beretta Daniele

The CVs and the documentation whereby the candidates accept their nomination and certify that they meet the requirements established by law and by the Company’s By-laws, together with an information note outlining their personal and professional profiles, are available to the public as of today at the Company’s registered office (Via Ciovassino 1, Milan), on the website www.cirgroup.it and on the authorized storage mechanism eMarket STORAGE

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- 15:23 CEST

Filing of the candidates lists for the appointment of the Board of Directors

Milan, 3 April 2026 – In relation to the appointment of the Board of Directors of CIR S.p.A., in view of the ordinary Annual General Meeting of the Shareholders to be held on 27 April 2026 at 10.00 a.m. at a single call, we inform that two lists of candidates have been filed within the deadline:

  • List no. 1, filed by F.lli De Benedetti S.p.A., holder of no. 377,471,050 ordinary shares in CIR, equal to 41.21% of the share capital, consisting of the following candidates, listed in numerical order:

1.    De Benedetti Rodolfo

2.    Mondardini Monica

3.    De Benedetti Marco

4.    De Benedetti Edoardo

5.    Pasinelli Francesca (*)       

6.    Oliveri Elisabetta (*)

7.    Marsilio Marta (*)

  • List no. 2, filed by Navig S.a.s., holder of 25,000,000 ordinary shares in CIR, equal to 2.73% of the share capital, consisting of the following candidates, listed in numerical order:

1.    Nizzi Tommaso (*)

2.    Zaffaroni Guglielmo (*)

(*) Candidate who has declared to have met the independence requirements set forth in Article 148, paragraph 3, as referred to in Article 147-ter, paragraph 4, of Legislative Decree No. 58 of February 24, 1998 (“TUF”) and in the Corporate Governance Code for listed companies.

The CVs and the documentation whereby the candidates accept their nomination and certify that they meet the requirements established by law and by the Company By-laws, including a statement regarding whether they meet the independence requirements, together with an information note outlining their personal and professional profiles, are available to the public as of today at the Company’s registered office (Via Ciovassino 1, Milan), on the website www.cirgroup.it and on the authorized storage mechanism eMarket STORAGE.

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- 11:19 CET

Offer Document successfully filed

Milan, March 27, 2026 – With reference to the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (the “Offeror”) 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 maximum amount of 50,000,000 shares of the Offeror, with no par value and fully paid-up, it is announced that, pursuant to article 102, paragraph 3, of the TUF and to article 37-bis, paragraph 3, of the Issuers’ Regulation, on the date hereof, the Offeror filed with the Consob the offer document (the “Offer Document”).

The Offer Document shall be published upon completion of the preliminary investigation carried out by Consob pursuant to article 102, paragraph 4, of the TUF.

Pending the publication of the Offer Document, please refer to the notice pursuant to Article 102, paragraph 1, of the TUF, published on March 9, 2026 on CIR’s corporate website (www.cirgroup.it), which contains a detailed description of the essential elements of the Offer.

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- 17:55 CET

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

Milan, 25 March 2026 – Notice is hereby given that the key information document drafted pursuant to Article 130 of Consob Regulation 11971/1999 (“Issuers’ Regulation”) 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 23 March 2026 for the purpose of taking into account changes concerning the financial instruments of FDB and 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 Issuers’ Regulation, on CIR’s website at www.cirgroup.it/en/shareholders-agreements/.

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- 15:44 CET

CIR: filing of documentation for Annual General Meeting on April 27, 2026

Milan, 18 March 2026 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 27, 2026, 10:00 a.m., at a single calling, it is announced that the following documentation:

  • Report of the Board of Directors on the approval of the financial statement for the year ended 31 December 2025 and allocation of the result for the year (item 1 Ordinary Part);
  • Report of the Board of Directors on the approval of the remuneration policy 2026 and on compensation paid 2025 (item 3 Ordinary Part);
  • Report of the Board of Directors on the appointment of the Board of Directors (item 4 Ordinary Part);
  • Report of the Board of Directors on the appointment of the Board of Statutory Auditors (item 5 Ordinary Part);
  • Proposal regarding the approval of the Stock Grant Plan 2026 (item 6 Ordinary Part);

is available at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it (section Governance/Shareholders meetings) and on the authorized storage mechanism eMarket STORAGE.

Additional documentation relating to the Annual General Meeting, as required by current regulations, will be made available to the public, in the manner and within the time limits prescribed by law.

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 9 March 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 2 and 6 march 2026 it bought back, on the Euronext Milan market, n. 915,000 shares at an average unitary price of € 0.6863, for a total amount of € 627,982.00.
As of today, CIR S.p.A. is holding a total of 56,720,488 treasury shares, equal to 6.19% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

Today, the Board of Directors of CIR S.p.A. has resolved to promote a partial voluntary public tender offer, concerning a maximum of 50,000,000 ordinary shares of the Company, equal to 5.458% of the share capital, at a price of € 0.68 per share and for a total consideration of € 34 million, and has simultaneously resolved to terminate the buyback program currently underway following the authorization granted by the Shareholders’ Meeting on April 28, 2025.

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- 14:38 CET

Voluntary partial public tender offer launched by CIR S.p.A. concerning shares of CIR S.p.A.

Milan, 9 March 2026. Pursuant to and for the purposes of Article 102, paragraph 1, of the TUF and Article 37 of the Issuers’ Regulations, CIR S.p.A. (the “Offeror” or the “Issuer” or “CIR” or the “Company“) hereby announces its decision, approved today unanimously by the Board of Directors, to launch a voluntary partial tender offer to buy, in accordance  with the terms of Articles 102 and following articles of the TUF   a maximum of 50,000,000 shares of CIR S.p.A., shares with no indication of par value, fully paid up (the “Shares”), listed on the Euronext Milan Market (“Euronext“) organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana“), equal to 5.458% of the share capital of CIR (the “Offer“).

The Offer is addressed indiscriminately to all holders of CIR Shares and does not concern the own shares currently held by the Issuer, which are therefore excluded from the Offer.

The Offer is not conditional on reaching a minimum number of acceptances.

The Shares acquired by CIR under the Offer will be intended for the creation of a securities portfolio that may be used in the ways and within the limits established by the shareholders’ assembly authorization, subject to revocation of the resolution to cancel the shares adopted by the extraordinary assembly on 28 April 2025.

In the event of acceptances to the Offer for a total number of shares exceeding the maximum number of shares subject to the Offer itself, an allocation will be made according to the proportional method so that CIR will buy the same percentage of the Shares being offered from each shareholder taking part in the Offer as that of their original holding.

Pursuant to Article 102, paragraph 3, of the TUF, the Offeror shall, within twenty days of this announcement, transmit to Consob the Offer Document (the “Offer Document“) for publication, and reference should be made to this document for further details of the Offer. Below are the essential elements of the Offer and the purposes that it aims to achieve. 

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- 14:31 CET

CIR: Full Year 2025 Results

  • Consolidated revenues at € 1,800.9 million, -1.1% vs 2024 and +2.0% on a like-for-like basis and with constant exchange rates
  • Operating performance higher than in 2024, EBITDA/EBIT slightly up despite the high non-recurring charges recorded by Sogefi
  • Return on financial investment portfolio 4%, compared to 7.1% in 2024
  • Consolidated net income from continuing operations was € 29.2 million (€ 39.0 million in 2024, thanks to the particularly high returns from financial management
  • Consolidated net financial position before IFRS 16, positive at € 220.4 million, an improvement of € 17.8 million, after € 33.3 million dividends to minorities and purchase of treasury shares
  • Net financial position of the parent company was positive and € 21.0 million higher at € 362.3 million
  • Voluntary Public Tender Offer launched for 50 million shares at a price of € 0.68 per share and for a total consideration of € 34 million
  • Proposal to the AGM not to distribute a dividend


Milan, 9 March 2026 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR”, the “Group” or the “Company”), which met today under the chairmanship of Rodolfo De Benedetti, has approved the proposed statutory financial statements and the consolidated accounts of the group as of 31 December 2025 as presented by Chief Executive Officer Monica Mondardini.

Consolidated results

Consolidated revenues for 2025 came in at € 1,800.9 million, 1.1% lower than those of 2024 (€ 1,821.1 million), but 2.0% higher on a like-for-like basis and at constant exchange rates. KOS reported revenues up 2.2% and 4.8% on a like-for-like basis, while Sogefi reported revenues stable at constant exchange rates and down 3.7% at current exchange rates.

The consolidated gross operating margin (EBITDA) for 2025 came in at € 274.1 million (15.2% of revenues), slightly up from € 272.1 million in 2024 (14.9% of revenues), despite the increase in non-recurring charges at Sogefi.

The consolidated operating result (EBIT) came to € 103.7 million, versus € 100.0 million in 2024.

The parent company’s portfolio of financial assets recorded net financial income of € 16.6 million, with a return of 4.0%, compared to € 30.3 million in 2024 and a return of 7.1%; the 2025 return; the 2025 return was negatively impacted by the private equity portfolio, predominantly denominated in US dollars, due to the depreciation of the dollar against the euro.

The net result of continuing operations totaled € 29.2 million (€ 39.0 million in 2024).

Il net result of the Group, including discontinued operations and net of minority interests, came in at € 28.4 million (€ 132.2 million in 2024) of which € 93.2 million related to discontinued operations. It should be remembered that during 2024 Sogefi’s Filtration division was sold, giving rise to significant capital gain, and the sale of the real estate complex in Via dell’Orso 8, Milan by CIR S.p.A. was also completed.

During 2025 the continuing operations generated a free cash flow before IFRS 16 of € 54.1 million versus € 58.0 million in 2024.

At 31 December 2025, the consolidated net financial position before IFRS 16 was positive at € 220.4 million (versus € 202.6 million at 31 December 2024) and consisted of the following:

  • A financial surplus for CIR and its financial subsidiary CIR Investimenti of € 362.3 million, up € 21.0 million from € 341.3 million at 31 December 2024;
  • The total net debt of the industrial subsidiaries of € 141.9 million, which increased by € 3.2 million compared to 31 December 2024 (€ 138.7 million), after the distribution of dividends of € 42.2 (including CIR’s dividends).

Financial payables for rights of use, as per IFRS 16, totaled € 779.2 million at 31 December 2025 and thus the total consolidated net financial debt amounted to € 558.8 million (€ 615.0 million at 31 December 2024).

The equity of the Group stood at € 799.6 million at 31 December 2025, compared to € 791.2 million at 31 December 2024, posting an increase of € 8.4 million.

KOS

In 2025 KOS reported revenues of € 816.1 million, up 2.2% compared to the previous year and 4.8% on a like-for-like basis (excluding the revenues in the first half of 2024 from the management of the Suzzara hospital, which came to an end in June 2024).

In Italy, the nursing homes (RSAs) reported revenues for € 292.2 million up 5.7% compared to 2024, thanks to the greater number of occupants in the facilities (with an occupancy rate that rose to 94.1%) and a slight increase in fees. Rehabilitation, Psychiatric, non-residential and Acute Care reported an overall increase in revenues of 0.4% on a like-for-like basis, with fees essentially stable.

In Germany, revenues rose by 8.0%, with an occupancy rate of 90.5%, and a substantial increase in fees agreed upon with the relative entities in a context of continuing increases in the labour costs for healthcare workers.

EBIT came to € 80.7 million, equal to 9.9% of revenues, up from € 67.3 million, 8.4% of revenues, in 2024.

Net income came in at € 32.2 million, up from € 20.5 million in 2024.

Free cash flow before IFRS16 was positive at € 35.4 million, an improvement of € 13.8 million compared to the previous year thanks to greater self-financing.

Net debt before IFRS16 stood at € 123.1 million at end 2025, compared to € 129.6 million at 31 December 2024, after development investments and dividends totaling € 28.9 million, of which € 21.2 million to CIR.

Net debt including payables for rights of use at 31 December 2025 totaled € 865.5 million, versus € 902.2 million at 31 December 2024.

Sogefi

Consolidated revenues of the Sogefi Group totaled € 984.8 million vs € 1,022.3 in 2024, decreasing -3.7%; at constant exchange rates revenues were in line with those of 2024. In Europe they declined by 4.9%, due to market weakness, particularly in the Heavy Duty segment, while in the remaining regions, at constant exchange rates, they grew significantly: +6.9% in North America, +5.7% in South America and +4.9% in China.

EBIT, including non-recurring charges of € 24.6 million, came to € 34.5 million compared to € 45.7 million in the previous year; excluding non-recurring charges in both years, the recurring EBIT increased to € 59.1 million, equal to 6% of revenues, versus € 55.3 million in 2024, equal to 5.4% of revenues.

Net income from continuing operations came to € 13.8 million, compared to € 18.0 million in 2024, reflecting the significant impact of non-recurring charges.

The free cash flow of continuing operations before IFRS 16 was a positive € 14.3 million, down from € 29.7 million in 2024. The lower FCF compared to the same period last year was due to non-recurring cash flows reported in 2024 as the settlement of intercompany payables by the Filtration division prior to its disposal.

Net debt before IFRS 16 stood at € 19.2 million at 31 December 2025, compared to net debt of € 9.5 million at 31 December 2024, after dividend payments were made for a total of € 21.1 million, of which € 10.8 million to CIR.

Net debt including payables for rights of use stood at € 56.3 million at end of December 2025, compared to net debt of € 55.0 million at 31 December 2024.

Financial Management

In 2025 the financial markets were characterized by a high level of volatility and a marked weakness of the US currency, which lost approximately 12% against the euro between the end of 2024 and the end of 2025.

The parent company’s portfolio of financial assets, managed mainly by the subsidiary CIR Investimenti, reported net financial income of € 16.6 million, with a return of 4%, compared to € 30.3 million in 2024 with a return of 7.1%. More specifically, the return on “easily convertible assets” (shares, bonds, hedge funds) was 5.1%, amounting to € 17.9 million, while the Private Equity, mostly dollar denominated, suffered a loss of € 1.3 million, -2.2%, caused by the trend of the euro/dollar exchange rate.

ESG Plans and Performance

In 2025 the CIR group reached almost all of the objectives contained in the sustainability plans of the Company and its subsidiaries.

Progress was made in terms of the sustainability of the business and innovation, with KOS continuing to roll out its program to ensure a permanent improvement in the quality of care and service, with an impact on customer satisfaction, and with Sogefi increasing its market share in R&D investment and business acquisition relating to e-mobility products.

Regarding the eco-compatibility of their processes, CIR, Sogefi and KOS increased their recourse to renewable energies; both operating companies have also improved their performance, reducing waste and/or increasing the recycling of the same, and further reducing their energy intensity.

Regarding the management of human resources, the number of hours devoted to personnel training has been increased, action has been taken to guarantee equal treatment in all of the countries in which the group operates and to reduce the frequency of accidents in the workplace, all of which with a positive impact on personnel satisfaction, which is carefully monitored.

Lastly, ESG criteria were applied to management of the financial assets of the CIR parent company.

Significant events that have occurred since 31 December 2025

On 29 January 2026, the subsidiary CIR Investimenti S.p.A. completed the acquisition of the 40.23% stake in KOS S.p.A. held by F2i Healthcare S.p.A., pursuant to the binding agreement signed on 19 November 2025 by the parent company CIR S.p.A.

The completion of the transaction followed the obtaining of the required regulatory authorizations, including those pursuant to the Italian Golden Power and antitrust regulations and the German antitrust rules, as well as the satisfaction of all the conditions precedent.

The consideration for the purchase of the shares amounted to € 220 million and KOS S.p.A. also distributed a pre-closing dividend for a total amount of € 24.9 million, of which € 14.9 million attributable to CIR S.p.A.

The earn-out mechanisms and the anti-embarassment clause remain applicable, according to the terms already communicated by CIR S.p.A. on 19 November 2025.

The transaction was financed using part of the available liquidity of CIR Investimenti S.p.A.

Following the completion of the transaction, CIR S.p.A. and CIR Investimenti S.p.A. hold 100% of the share capital of KOS S.p.A..

Outlook for the year

As far as KOS is concerned, the business has further room for improvement both in Italy and Germany, in terms of occupancy rates and, for Germany, fee adjustments.

As regards nursing homes (RSAs) in Italy, the group aims to consolidate the significant improvement recorded over the last few years and in 2025 in particular. For nursing homes in Germany, the group operates with the objective of improving bed occupancy and adjusting public fees in order to offset inflationary cost increases and progressively improve profitability. As regards the “Rehabilitation, Psychiatric Care and Non-Residential Assistance” sector, the outlook for 2026 depends on the entry into force of the new fee system.

As for the automotive sector in which Sogefi operates, visibility as to the performance of the market in the coming months is severely compromised by the uncertainties characterizing the geopolitical, economic and international trade environment.

The latest S&P Global estimate forecasts that, after the growth of 2025 (+3.7%), world vehicle production will register a slight decline in 2026 (-0.4%), with a marked drop in the first quarter (-4%) and a subsequent recovery; by geography, a further decrease of approximately 2% in production in Europe and NAFTA is forecasted, but also, after the significant growth of 2025, a decline of 1.4% in China. Growth of 7.8% is instead expected in India and 5.8% in South America.

As regards commodity and energy prices, after the favorable trends recorded in 2024 and continuing through 2025 (with the exception of energy), there is a risk of increased volatility linked to the impact of US tariffs on the supply chain and recent developments in the Middle East.

Sogefi, considering the weight of Europe and North America in its business portfolio and current exchange rates, forecasts for 2026 a low/mid-single digit decline in revenues and an Adjusted EBIT margin substantially in line with that recorded in 2025, excluding any non-recurring charges and new events/circumstances that could have a negative impact on the automotive market. In particular, these forecasts are formulated in a context of particular uncertainty about the geopolitical and macroeconomic environment, and a more significant decline in volumes over the next few months than currently forecasted cannot be ruled out.

As regards management of the financial assets of the holding company, the portfolio of financial assets (equal to € 362.3 million at end-December 2025) has decreased by approximately € 206 million following the investment in KOS (including the disbursement for the acquisition of € 220 million, the receipt of the pre-closing dividend of € 14.9 million, and transaction costs); as regards returns, given the continuing uncertainty linked to the geopolitical, macroeconomic and financial environment, high levels of volatility are expected to persist in 2026 and therefore, despite the prudent management approach adopted, write-downs of financial instruments held cannot be ruled out. The diversification of the portfolio and the Company’s financial strength mitigate potential market risks in any case.

Dividend proposal

The Board of Directors has decided to propose to the Annual General Meeting of the Shareholders not to distribute a dividend, in view of the launch today of a Voluntary Public Tender Offer for 50 million treasury shares at a price of € 0.68 per share and for a total consideration of € 34 million. All details relating to the offer are set out in the notice prepared pursuant to Art. 102 of the Finance Consolidation Act (TUF) and published today by CIR.

Shareholders’ Meeting

The Board of Directors has mandated the Chairman to proceed, within the timeframe established in the rules applicable, to call the Annual General Meeting of the Shareholders, in an ordinary and an extraordinary session, at a single calling, for 27 April 2026, establishing that the following proposals, among others, will be submitted:

  • To approve the Annual Financial Statements of CIR S.p.A. – Compagnie Industriali Riunite, accompanied by Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the firm of legal auditors;
  • After first revoking the existing authorization (for the part not utilized), to renew the authorization of the Board of Directors, for a period of 18 months, to buy back a maximum of 125,000,000 own shares, equal to 13.645% of the share capital, it being understood that, including in the calculation the own shares already owned even through subsidiaries, the number of the shares bought back (and not cancelled) must not in any case exceed 20% of CIR’s share capital;
  • to revoke the resolution for the cancellation of CIR treasury shares adopted by the Shareholders’ Meeting in extraordinary session on 28 April 2025;
  • To approve a Stock Grant Plan for 2026 aimed at employees of the Company and its subsidiaries, in the terms that will be defined by the Board of Directors and communicated to the market in good time for fulfilment of legal requirements;
  • The renewal of the Board of Directors, whose mandate ends with the approval of the financial statements as of 31 December 2025;
  • The renewal of the Board of Statutory Auditors, whose mandate ends with the approval of the financial statements as of 31 December 2025.

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 2 March 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 23 and 27 February 2026 it bought back, on the Euronext Milan market, n. 515,000 shares at an average unitary price of € 0.7207, for a total amount of € 371,170.00.
As of today, CIR S.p.A. is holding a total of 55,805,488 treasury shares, equal to 6.09% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 23 February 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 16 and 20 February 2026 it bought back, on the Euronext Milan market, n. 440,000 shares at an average unitary price of € 0.7258, for a total amount of € 319,366.50.
As of today, CIR S.p.A. is holding a total of 55,290,488 treasury shares, equal to 6.04% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 16 February 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 9 and 13 February 2026 it bought back, on the Euronext Milan market, n. 360,112 shares at an average unitary price of € 0.7018, for a total amount of € 252,733.29.
As of today, CIR S.p.A. is holding a total of 54,850,488 treasury shares, equal to 5.99% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 9 February 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 2 and 6 February 2026 it bought back, on the Euronext Milan market, n. 310,000 shares at an average unitary price of € 0.6937, for a total amount of € 215,061.50.
As of today, CIR S.p.A. is holding a total of 54,490,376 treasury shares, equal to 5.95% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 2 February 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 26 and 30 January 2026 it bought back, on the Euronext Milan market, n. 393,547 shares at an average unitary price of € 0.6978, for a total amount of € 274,631.53.
As of today, CIR S.p.A. is holding a total of 54,357,896 treasury shares, equal to 5.93% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 12:02 CET

Completion of the acquisition of 40.23% of KOS S.p.A.

Milan, 29 January 2026 – CIR S.p.A. (“CIR”) announces that today it has completed the acquisition of the 40.23% stake in the share capital of KOS S.p.A. held by F2i Healthcare S.p.A., pursuant to the binding agreement signed on 19 November 2025. The acquisition was carried out by CIR Investimenti S.p.A, a company wholly owned by CIR S.p.A..

Completion of the transaction followed the receipt of the required regulatory approvals, including those under Italian Golden Power and Italian antitrust regulations, as well as German antitrust rules, and the satisfaction of all the conditions precedent.

The purchase price for the shares amounts to €220.0 million. In accordance with the terms of the agreement, prior to closing KOS distributed an extraordinary reserve totaling €24.86 million.

The earn-out mechanisms and the anti-embarrassment clause remain applicable, in accordance with the terms already disclosed on 19 November 2025.

The transaction was financed by CIR using part of its available liquidity.

Following completion of the transaction, CIR holds, directly or indirectly, 100% of the share capital of KOS S.p.A.

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 26 January 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 19 and 23 January 2026 it bought back, on the Euronext Milan market, n. 362,222 shares at an average unitary price of € 0.6921, for a total amount of € 250,708.57.
As of today, CIR S.p.A. is holding a total of 53,964,349 treasury shares, equal to 5.89% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 17:40 CET

Calendar of events for 2026

Milan, January 23 2026 – CIR S.p.A. announces that the Company’s calendar of events for 2026 will be as follows:

Monday09.03.202610.00 a.m.Board of Directors Meeting (Pro-forma Financial Report for 2025)  
Monday27.04.202610.00 a.mAnnual General Meeting of the Shareholders (Approval of Financial Report for 2025)  
Friday31.07.202610.00 a.m.Board of Directors Meeting (Half-year Financial Report for 2026)

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 19 January 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 12 and 16 January 2026 it bought back, on the Euronext Milan market, n. 290,000 shares at an average unitary price of € 0.7046, for a total amount of € 204,337.00.
As of today, CIR S.p.A. is holding a total of 53,602,127 treasury shares, equal to 5.85% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:10 CET

Disclosure regarding the buyback of shares

Milan, 12 January 2026 – Following the resolution of the Board of Directors on 28 April 2025 on the continuation of the share buyback plan launched on 17 March 2025, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2025, CIR S.p.A. announces that between 5 and 9 January 2026 it bought back, on the Euronext Milan market, n. 405,412 shares at an average unitary price of € 0.7189, for a total amount of € 291,451.03.
As of today, CIR S.p.A. is holding a total of 53,312,127 treasury shares, equal to 5.82% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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