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: results for first half 2023

Consolidated revenues € 1,223.1 million, up by 11.9% compared to first half 2022

Consolidated net income € 14.0 million

Significant growth in revenues and results of Sogefi

Ongoing sustained recovery of KOS’ activity

Further reduction in consolidated net debt to € 32.9 million (€ 81.8 million at 31 December 2022)

Net financial position of the parent company stable and positive for € 314.0 million

Milan, 31 July 2023 – 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 Semi-Annual Financial Report as of 30 June 2023 presented by Chief Executive Officer Monica Mondardini.

Consolidated results

Although the environment remained complex, in the first half of 2023 the adverse phenomena that had in the last three years negatively affected the business sectors in which the Group operates became decidedly less severe: the healthcare emergency phase linked to the pandemic had ended, the tensions regarding the availability and prices of commodities and energy, which had worsened in the first half of 2022 with the onset of the Russian-Ukrainian conflict, but which do nevertheless remain, are in a phase of partial resolution and, lastly, the financial markets are showing a strong recovery after the very negative performance of 2022. However, the general inflationary dynamic has led to a significant increase in costs for services and personnel costs and the higher interest rates have increased financial expense for the subsidiaries, mitigated by the fact that a part of their funding is at a fixed rate and their overall debt has declined.

During the first half of the year, the group’s social healthcare sector (KOS) has been continuing steadily along the road to recovery of its business activity, which began in the middle of 2021 after the shock caused by the pandemic, with the prospect of returning to full capacity in 2024.  

The group’s automotive sector (Sogefi), which was negatively affected by the market collapse of 2020 and the commodities dynamics of 2021 and 2022, in the first half of the year 2023, in a context of a recovering market, particularly the European market, has reported strong growth of revenues and results, which in 2023 have been significantly above pre-pandemic levels.

The consolidated revenues of the Group came in at € 1,223.1 million, up by 11.9% compared to the first half of 2022, with positive dynamics in both sectors of the group’s business.

The consolidated gross operating margin (EBITDA) came to € 170.0 million, posting a rise of 15.4% on the same period of 2022, thanks to the higher revenues and profitability of both sectors in which the group operates.

The net result was € 14.0 million versus breakeven in the first half of 2022.  

The consolidated net financial debt before IFRS 16 fell to € 32.9 million at 30 June 2023 from € 81.8 million at 31 December 2022 and € 95.6 million at 30 June 2022, thanks to the reduction of the net debt of the subsidiaries, which in total amounted to € 346.9 million.  

The net financial position of the Parent Company of the Group (including the financial sub-holdings CIR Investimenti and CIR International) was significantly positive, standing at € 314.0 million; the slight reduction from the position of € 320.4 million at 31 December 2022 was due to the buyback of own shares for € 7.7 million during the period.

The consolidated net debt including the IFRS 16 payables amounted to € 910.9 million at 30 June 2023, including rights of use of € 878.0 million relating mainly to the subsidiary KOS (€ 812.7 million), which operates mostly in leased facilities.

The shareholders’ equity of the Group stood at € 747.3 million at 30 June 2023 (€ 743.4 million at 31 December 2022).

KOS

KOS’s business activity was strongly affected by the consequences of the pandemic in 2020 and 2021 but reported a gradual recovery as from the middle of 2021. In the first half of 2023 the Functional Psychiatric Rehabilitation sector returned to full operating capacity; the nursing homes sector has not yet reached full capacity but the trend is positive both in Italy and in Germany.

The results of first half 2023 were impacted by the rise in the cost of healthcare personnel and procurement, particularly in Germany where this impact is currently being absorbed with gradual adjustments to tariffs and with the deflation of energy costs.

Revenues for the first half of 2023 totalled € 370.7 million, with a rise 9.9% on the first half of 2022, thanks to the recovery in all sectors: nursing homes (RSAs) in Italy, +13.2%, and in Germany, +15.8%, where the increase in revenues was also driven by significant increases in tariffs, as well as Functional and Psychiatric Rehabilitation (+6.4%).

EBIT came to € 20.8 million, posting an increase of € 10.1 million compared to the EBIT of the first half of 2022 (€ 10.7 million), thanks to the increased business activity and the recovery of operating efficiency despite the inflation of costs and the discontinuation of the significant support guaranteed by the German healthcare system to healthcare operators until July 2022.

The net result was a positive € 0.8 million, versus – € 2.9 million in first half 2022.

Free cash flow, before the application of IFRS16, was positive for € 16.4 million; non-recurring income of € 36.3 million was reported (from the sale of the Indian operation in the Diagnostics and Oncological Treatments sector and of certain properties in Italy), and a negative operating cash flow of approximately € 20.0 million, due to the increase in working capital of approximately € 25.0 million, which should be absorbed at least in part during the year.

Net debt, excluding the payables resulting from application of accounting standard IFRS16, totalled € 161.9 million at the end of June 2023, down from € 178.3 million at 31 December 2022 and € 192.9 million at 30 June 2022.

On 28 June 2023 the sale was completed of the Diagnostics and Cancer Care subsidiary in India, concluding the strategic refocusing process undertaken in 2020 with the sale of Medipass. The price, or equity value, of the sale was € 18.8 million.

Sogefi

In a context of global growth in car production of 11.2% compared to the equivalent period of 2022 with progress achieved in all geographical areas and a strong recovery in Europe, in the first six months of 2023 Sogefi’s consolidated revenues came in at € 852.4 million, recording growth of 12.8% and 14% at constant exchange rates. This reflects the increase in production volumes (+9.4%) and selling prices (+4.2%). Sogefi outperformed the market in NAFTA, China and India.

EBIT, amounting to € 54.8 million, increased by 35.6%, with an EBIT margin of 6.4% of revenues, up from 5.3% in the first half of 2022. All business lines reported higher profitability thanks to volumes and to the fact that margins held up despite the impact that inflation had on costs.

Net income was € 31.4 million (+51% from € 20.8 million in the first half of 2022).

Free cash flow was positive for € 45.0 million, including factoring (€ 41.2 million at 30 June 2022).

Net debt (before IFRS16) stood at € 185.3 million at 30 June 2023 down from € 224.3 million at 31 December 2022.

The customer portfolio also performed positively with 32% of the value of new contracts destined for hybrid and electric platforms, with high growth potential.

Financial management

In the first half of the year global equity and bond markets reported a recovery after the very negative performances of 2022 and bond yields turned positive again after the central banks raised interest rates several times in order to counter inflation.

The management of the financial assets of the parent company and the financial subsidiaries gave slightly positive financial income (€ 0.9 million, with a return of 0.2% for the period) that compares with a negative € 5.1 million in the first half of 2022. More specifically, the overall return on liquid assets (shares, bonds, hedge funds) was 0.8%, while the remaining part of the portfolio (Private Equityand minority shareholdings) recorded a negative return of 2.2%, due partly to the unfavourable evolution of the euro/dollar exchange rate.

Significant events that have occurred since 30 June 2023

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

Outlook for the year

Visibility as to the trend of the businesses of the CIR Group in the coming months remains limited due to the uncertainties regarding the evolution of the macroeconomic scenario in a context of high inflation and still rising interest rates.

As far as KOS is concerned, operations are expected to return to full capacity in the Rehabilitation and Acute sectors during the current year while for nursing homes in Italy and Germany the trend of increasing occupancy has yet to be consolidated and it is expected that this will lead to full operational capacity between the end of 2023 and the beginning of 2024.  Because of the inflationary dynamics that have characterized the sector and particularly the rise in the cost of healthcare personnel, in order for profitability to recover there needs to be a gradual adjustment of tariffs both in Italy and in Germany, a subject currently under discussion between business associations and the institutions affected. Assuming there are no further factors or circumstances, unpredictable as of today, that could make the context even more complex than it is at present, the operating results of KOS for the whole year should be significantly higher than those of last year.

As for Sogefi, visibility as to the automotive market trend in 2023 again remains limited due to uncertainties regarding the evolution of the macroeconomic scenario. For 2023 S&P Global (IHS) expects world car production to grow by 5.3% on 2022, with Europe at +11.8%, NAFTA at +8.2%, India at +7.2% and South America and China substantially unchanged. As far as raw materials and energy are concerned, since the beginning of the year 2023 prices have been trending downwards but they remain high and very volatile. Assuming there are no further factors that could cause a deterioration of the macroeconomic scenario from today’s levels, for 2023 Sogefi expects to see mid-single-digit revenue growth, in line with forecasts for the automotive market, and higher profitability, excluding non-recurring charges, than that of 2022.

As for financial asset management, despite the better performance of the financial markets in the first half of the year, given the uncertainties linked to the macroeconomic and financial scenarios, it is expected that conditions of high volatility will remain in the second half of the year as well.

CIR: AGM approves Financial Statements for 2022

New Board of Directors appointed. Rodolfo De Benedetti confirmed as Chairman and Monica Mondardini as Chief Executive Officer. Independent directors Elisabetta Oliveri and Tommaso Nizzi join the Board

New Board of Statutory Auditors for the three years 2023-2024-2025: Giovanni Barbara (Chairman), Maria-Maddalena Gnudi and Francesco Mantegazza

Milan, 28 April 2023 – The Annual General Meeting of the Shareholders of CIR S.p.A. – Compagnie Industriali Riunite was held today in an ordinary session under the Chairmanship of Rodolfo De Benedetti.

As per the terms of Art. 106 of Decree Law no. 18 of 17 March 2020, transposed with amendments into Law no. 27 of 24 April 2020 and recently extended as an effect of Law no. 14 of 24 February 2023, attendance at the AGM by the shareholders took place exclusively through the representative designated by the Company as per the terms of Art. 135-undecies of D.Lgs. no. 58 of 24 February 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/sub-proxies were also given pursuant to the terms of Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF.

Approval of the Financial Statements for 2022

The Shareholders approved CIR’s Financial Statements for the year 2022. The group closed the year with consolidated revenues of  € 2,235.6 million (€ 1,962.5 million in 2021), a consolidated gross operating margin of € 295.7 million (€ 300.7 million in 2021) and a consolidated net result of -€ 0.2 million (earnings of € 18.0 million in 2021).

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

Remuneration Policy and Stock Grant Plan

The AGM approved the first section of the “Report on the Remuneration Policy and on Compensation Paid” and expressed a majority vote in favour of the second section of the same report.

The Meeting also approved the Stock Grant Plan for 2023, aimed at directors and/or executives of the Company and its subsidiaries for a maximum number of 5,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned 1 CIR share free of charge. The shares assigned will be made available from the treasury shares held by the Company. The plan has the aim of aligning the interests of management with the objectives of creating value for the group and its shareholders over a medium-long term time horizon and of encouraging those holding key positions to remain with the group.

Authorization to buy back own shares 

The Shareholders’ Meeting gave the Board of Directors an authorization, valid for a period of 18 months, to buy back a maximum of 220,000,000 own shares, and in any case no more than 20% of the total number of shares constituting the share capital, at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the Company’s shares in the stock exchange trading session preceding each individual buyback transaction or preceding the date on which the price is fixed. In the event of purchases made according to the procedures set out in points (i), (iii) and (iv) of the following paragraph and in any case when the purchases are made with orders placed in the regulated market, the price must not be higher than the higher of the price of the last independent transaction and the highest current independent bid price in the same market.

The buyback must take place in the market, in compliance with the terms of Art. 132 of the TUF and with the terms of the law or the regulations in force at the moment of the transaction and more precisely (i) through a public tender offer to buy or exchange shares; (ii) on regulated markets following operating procedures established in the rules for organizing and managing the said markets, which do not allow bids and offers to be matched directly; (iii) through the assignment pro-rata of put options to the shareholders to be assigned within 15 months of the date of the AGM resolution authorizing the same with exercise within 18 months of the same resolution; (iv) through the purchase and sale of derivative instruments traded on regulated markets that involve the physical delivery of the underlying shares in compliance with the further provisions contained in Art. 144-bis of Consob’s Rules for Issuers, and as per the terms of Articles 5 and 13 of the MAR. As far as the disposal or the transfer of the own shares is concerned, the resolution submitted includes the authorization to carry out various forms of disposal, including the right to use the own shares bought back, without any time limits or constraints, even for the remuneration plans based on the Company’s shares.

The main reasons why this authorization is being renewed are the following: (a) to fulfil obligations resulting from possible stock option plans or other awards of shares of the Company to employees or members of the Board of Directors of CIR or its subsidiaries, or to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; (b) to have a portfolio of own shares to use as consideration for any extraordinary transactions, even those involving an exchange of shareholdings, with other parties within the scope of transactions of interest to the Company (a so-called “stock of securities”), all within the limits posed by current regulations; (c) to engage in action to support market liquidity, optimize the capital structure and remunerate shareholders in particular market conditions, all within the limits established by current rules and regulations; (d)  to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; (e) for any other purpose qualified by the competent Authorities as

admitted market practice in accordance with applicable European and domestic rules, and with the procedures established therein.

Appointment of the Board of Directors

The Shareholders Meeting has appointed Philippe Bertherat, Edoardo De Benedetti, Marco De Benedetti, Rodolfo De Benedetti, Monica Mondardini, Tommaso Nizzi, Elisabetta Oliveri, Francesca Pasinelli and Maria Serena Porcari as directors. The directors were drawn from the list presented by the majority shareholder F.lli De Benedetti S.p.A., holder of 35.957% of the share capital, with the exception of Tommaso Nizzi, who was drawn from the minority list presented by Alessandro Nizzi and Beatrice Baroncelli, holders of 2.507% of the share capital.

The CVs of the directors are available on the website www.cirgroup.it.

During the meeting, Chairman Rodolfo De Benedetti and Chief Executive Officer Monica Mondardini thanked the outgoing directors, Maristella Botticini, Franco Debenedetti, Paola Dubini and Silvia Giannini and the outgoing auditor Gaetano Rebecchini for their work on behalf of the Company.

Appointment of the Board of Statutory Auditors

The Shareholders also appointed the members of the Board of Statutory Auditors for the three years 2023-2024-2025. The auditors in office are Giovanni Barbara (Chairman), Maria-Maddalena Gnudi and Francesco Mantegazza. The alternate auditors are Marco Pardi, Antonella Dellatorre and Luigi Macchiorlatti Vignat. The auditors were drawn from the list presented by the majority shareholder F.lli De Benedetti S.p.A., with the exception of the Chairman Giovanni Barbara and the alternate auditor Marco Pardi, who were chosen by the minority list presented by Alessandro Nizza and Beatrice Baroncelli. 

The CVs of the statutory auditors are available on the website www.cirgroup.it.

*****

Board of Directors Meeting

The Board of Directors of CIR voted to continue with the share buyback plan launched on 16 March 2022 and currently in progress, in accordance with and in execution of the authorization granted today by the Shareholders Meeting. The new resolution authorizes the buyback of no more than 220,000,000 own shares, without prejudice to the limit of 20% of the share capital and the other characteristics of the plan already announced on 12 September 2022.

As of 27 April 2023, CIR owned 38,516,899 of its own shares, equal to 3.48% of the Company’s share capital.

The Board of Directors confirmed Rodolfo De Benedetti as Chairman and Monica Mondardini as Chief Executive Officer of the Company. Pietro La Placa was confirmed as Secretary to the Board of Directors.

Carlo De Benedetti and Franco Debenedetti were appointed respectively as Honorary Chairman and Honorary Deputy Chairman of CIR, in consideration of their contribution to the affirmation and the development of the Company.  

The Board verified with a positive outcome that the requisites for qualification as independent were met with for those directors who had declared themselves independent, i.e. directors Philippe Bertherat, Tommaso Nizzi, Elisabetta Oliveri, Francesca Pasinelli and Maria Serena Porcari. Five directors out of a total of nine are therefore independent.

The Board also acknowledged the fulfilment of the requirements for independence of the members of the Board of Statutory Auditors after prior verification.  

The members of the Appointments and Remuneration Committee were appointed(Francesca Pasinelli, Chairman, Philippe Bertherat, Maria Serena Porcari), as were the members of the Control, Risk and Sustainability Committee (Maria Serena Porcari, Chairman, Tommaso Nizzi, Elisabetta Oliveri), and the Committee for Related-Party Transactions (Philippe Bertherat, Chairman, Tommaso Nizzi, Francesca Pasinelli) and the Lead Independent Director (Maria Serena Porcari).

Lastly, the Board, as per the AGM resolution on the subject, launched the implementation of Stock Grant Plan 2023 by assigning 4,584,544 rights.

*****

The Executive responsible for the preparation of the Company’s Financial Statements, Michele Cavigioli, hereby declares, in compliance with the terms of paragraph 2 Article 154 bis of the Finance Consolidation Law (TUF), that the figures contained in this press release correspond to the results documented in the Company’s accounts and general ledger.

Sogefi: AGM approves financial statements for 2022

Milan, 21 April 2023 – The Annual General Meeting of the Shareholders of Sogefi S.p.A. was held today in Milan under the chairmanship of Monica Mondardini, in an ordinary session.

As per the terms of Art. 106, paragraph 4, of the “Cura Italia” Decree, transposed with amendments into Law no. 27 of 24 April 2020, and recently extended as an effect of Law no. 14 of 24 February 2023, the shareholder attendance at the meeting was exclusively through the designated representative, appointed pursuant to the terms of Art. 135-undecies of D.Lgs. no. 58 of 24 February 1998 (TUF) and was identified as Studio Segre S.r.l., to whom proxies/sub-proxies have been assigned as per the terms of Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF. 

APPROVAL OF THE FINANCIAL STATEMENTS FOR 2022

The Shareholders Meeting approved the Financial Statements for the year 2022.

The Sogefi Group closed the year with consolidated revenues of € 1,552.1 million (€ 1,320.6 million in 2021), EBITDA of € 194.7 million (€ 192.5 million in 2021) and a positive net result of € 29.6 million (€ 2.0 million in 2021).

The parent company Sogefi S.p.A. reported a loss of € 58.7 million (net earnings of € 69.9 million in 2021), the consequence of the write-down of the investment in the Suspensions business unit due to the unfavourable performance of the sector. The Shareholders Meeting approved the Board of Directors’ proposal not to distribute any dividends and to cover the whole of the loss with the existing available balance of the “Retained earnings” reserve.

REMUNERATION POLICY AND STOCK GRANT PLAN

The AGM approved the first section of the “Report on remuneration policy and on compensation paid” and gave a majority vote in favour of the second section of the same report.  

The Shareholders also approved the stock grant plan for 2023, aimed at employees of the Group, for a maximum number of 1,250,000 conditional rights, each of which gives the beneficiaries the right to receive one ordinary Sogefi share free of charge at set maturity dates and provided the conditions stated in the plan are met with. The shares will be made available by drawing on the treasury shares held by the Company. The plan has the aim of aligning the interests of management with the objectives of creating value for the Group and its Shareholders in a medium-long term time horizon, stimulating commitment to common objectives at Group level and fostering the retention of those who hold key positions.  

AUTHORIZATION TO BUY BACK OWN SHARES

The AGM renewed for a period of 18 months the authorization of the Board of Directors to buy back a maximum of 10 million ordinary shares, each with a nominal value € 0.52, without prejudice to the fact that, including in the calculation the treasury shares already held even through subsidiaries, the nominal value of the shares may not in any way exceed one fifth of the Company’s share capital. The price paid per share cannot be more than 15% higher or lower than the benchmark price recorded by the Company’s shares in the Stock Exchange trading session preceding each single buyback transaction or the date on which the price is fixed. In the event of purchases made following the procedures stated in points (a), (c) and (d) of the following paragraph, and in any case where 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 deal and the highest current independent bid price in the same market, in compliance with what is prescribed by Art. 3 of EU Delegated Regulation no. 2016/1052. 

The purchases must be made in the market, in compliance with the terms of Art. 132 of D.Lgs. no. 58/98 and with the rules of law or regulations in force at the moment of the transaction, and more specifically: (a) through a public tender offer to buy or exchange shares; (b) on regulated markets following operating procedures established in the rules for organizing and managing the same markets, which do not allow bids to be matched directly with pre-determined offers; (c) through the pro-rata assignment to the shareholders of put options to be assigned within 15 months of the date of the AGM resolution authorizing the same and exercisable within 18 months of the same date; (d) through the purchase and sale of derivative instruments traded in regulated markets that involve the physical delivery of the underlying shares in compliance with the provisions of Art. 144-bis of Consob’s Rules for Issuers and with the terms of Articles 5 and 13 of EU Regulation 596/2014.

The main reasons why this authorization is being renewed are the following: (i) to fulfil obligations resulting from possible stock option plans or other assignations of shares of the Company to employees or members of the administrative bodies of Sogefi S.p.A. or its subsidiaries, and to fulfil any obligations resulting from debt instruments convertible into or exchangeable with equity instruments;  (ii) to have a portfolio of treasury shares to use as consideration in any extraordinary transaction, including an exchange of shareholding interests, with other entities within the scope of transactions in the interest of the  Company (“a stock of securities”); (iii) to support liquidity in the market, optimize the capital structure, remunerate the shareholders in particular market situations, all within the limits established by current rules and regulations; (iv) to seize opportunities for creating value and investing liquidity efficiently in relation to the market trends; (v) for any other purpose that the competent Authorities should qualify as admitted market practice as per the terms of European and domestic rules applicable and following the procedures established therein.

As of today’s date, the Company is holding 1,877,751 treasury shares, equal to 1.56% of the share capital.

CIR: lists filed for the renewal of the Board of Statutory Auditors

Milan, 7 April 2023 – In relation to the appointment of the Board of Statutory Auditors of CIR S.p.A. for the years 2023-2024-2025, in view of the ordinary Annual General Meeting of the Shareholders to be held on 28 April 2023 at 10.00 a.m. at a single call, we inform that three further lists of candidates have been filed pursuant to article 144-sexies, paragraph 5 of the Issuers’ Regulation by the following shareholders:

  • Alessandro Nizzi and Beatrice Baroncelli, holder of 27,756,350 ordinary shares in CIR equal to 2.507% of the share capital, with the following candidates:

Candidate for the position of Statutory Auditor (in office)

  1. Barbara Giovanni

Candidate for the position of Alternate Auditor

  1. Pardi Marco
  • Navig S.a.s., holder of 24,400,000 ordinary shares in CIR equal to 2.204% of the share capital, with the following candidates:

Candidate for the position of Statutory Auditor (in office)

  1. Cinti Gianluca

Candidate for the position of Alternate Auditor

  1. Beretta Daniele
  • Eurizon Capital SGR S.p.A., Fideuram Asset Management Ireland, Fideuram Intesa Sanpaolo Private Banking Asset Management SGR S.p.A. and Mediolanum Gestione Fondi SGR S.p.A., on behalf of certain investment funds managed by them, holders of overall 17,725,592 ordinary shares in CIR equal to 1.60093% of the share capital, with the following candidates:

Candidates for the position of Statutory Auditor (in office)

  1. Fulgeri Alessia

Candidates for the position of Alternate Auditor

  1. Izzo Maria Federica

The CVs and the documentation in which the candidates accept their candidature and attest that they possess the requisites prescribed by law and by the Company Bylaws together with the profile containing their personal and professional details are available to the public as from today at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it and on the authorized storage mechanism eMarket STORAGE.

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CIR: filing of documentation for AGM

Milan, 6 April 2023 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary session for 28 April 2023, 10.00 a.m., at a single calling, it is announced that the following documentation 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:

  • The Annual Report and Financial Statements for the year ended 31 December 2022, the Report of the Board of Statutory Auditors, and the Reports of the Firm of Auditors (item 1);
  • The Consolidated Non-Financial Report for 2022;
  • The Report on Corporate Governance and ownership structure as per Art. 123 – bis del TUF.

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CIR: F.lli De Benedetti S.p.A. presents list for Board of Statutory Auditors

Milan, 4 April 2023 – CIR S.p.A. announces that the company F.lli De Benedetti S.p.A., holder of 398,116,475 ordinary shares in CIR equal to 35.957% of the share capital, is the only shareholder to have presented a list for the renewal of the Board of Statutory Auditors for the years 2023-2024-2025, in view of the ordinary Annual General Meeting of the Shareholders to be held on 28 April 2023 at 10.00 a.m. at a single call.

The list contains the following candidates:

Candidates for the position of Statutory Auditor (in office)

  1. Mantegazza Francesco
  2. Maria-Maddalena Gnudi
  3. Rebecchini Gaetano

Candidates for the position of Alternate Auditor

  1. Dellatorre Antonella
  2. Macchiorlatti Vignat Luigi
  3. Marini Gianluca

As only one list has been presented, pursuant to the terms of the second paragraph of Art. 144-octies of Consob Resolution no. 11971 of 14.5.1999 and subsequent amendments and additions, it should be noted that further lists can be presented until 6 April 2023; the threshold of 2.5% stipulated in Art. 22 of the Company Bylaws is reduced by a half as required by paragraph five of Art.  144-sexies of the Resolution.

The CVs and the documentation in which the candidates accept their candidature and attest that they possess the requisites prescribed by law and by the Company Bylaws together with the profile containing their personal and professional details are available to the public as from today at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it and on the authorized storage mechanism eMarket STORAGE.

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CIR: lists filed for the renewal of the Board of Directors

Milan, 4 April 2023 – 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 28 April 2023 at 10.00 a.m. at a single call, we inform that two lists of candidates have been filed by the following shareholders:

  • F.lli De Benedetti S.p.A., holder of 398,116,475 ordinary shares in CIR equal to 35.957% of the share capital, with the following candidates:
  1. De Benedetti Rodolfo
  2. Mondardini Monica
  3. De Benedetti Marco
  4. De Benedetti Edoardo
  5. Pasinelli Francesca
  6. Porcari Maria Serena 
  7. Bertherat Philippe                        
  8. Oliveri Elisabetta                                       
  • Alessandro Nizzi and Beatrice Baroncelli, holder of a total of 27,756,350 ordinary shares in CIR equal to 2,507% of the share capital, with the following candidates:
  1. Nizzi Tommaso
  2. Giachetti Antonella
  3. Dami Filippo

The CVs and the documentation in which the candidates accept their candidature and attest that they possess the requisites prescribed by law and by the Company Bylaws together with the profile containing their personal and professional details are available to the public as from today at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it and on the authorized storage mechanism eMarket STORAGE.

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CIR: filing of documentation for AGM

Milan, 23 March 2023 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., convened in ordinary session for 28 April 2023, 10.00 a.m., at a single calling, it is announced that are 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:

  • the Report of the Board of Directors on the proposed authorization to buy back own shares and use them as appropriate, subject to revocation of the prior authorization (item 2);
  • the Report on the remuneration policy and on compensation paid pursuant to Art. 123 – ter of the TUF (item 3);
  • the Report of the Board of Directors on the proposal to approve Stock Grant Plan 2023 (item 4).

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CIR: filing of documentation for AGM

Milan, 16 March 2023 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary session for 28 April 2023, 10.00 a.m., at a single calling, it is announced that the following documentation 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:

  • the Report of the Board of Directors on the Appointment of the Board of Directors, determination of the number of members, term of office and relevant remuneration (item 5);
  • the Report of the Board of Directors on the Appointment of the Board of Statutory Auditors for the financial years 2023-2024-2025 and determination of the relevant remuneration (item 6).

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CIR: results for the year 2022

  • Strong growth in revenues (+13.9% on 2021) to € 2,235.6 million, thanks to the positive evolution of the subsidiaries Sogefi and KOS

  • Consolidated EBITDA at € 295.7 million (higher on a recurring basis)

  • Consolidated net result at overall breakeven (-€ 0.2 million), negatively affected by returns on financial assets, due to the negative market trends

  • Net financial position of the parent company positive for € 320.3 million

Milan, 13 March 2023 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR”, the “Group” or the “Company”), which met today under the chairmanship of Rodolfo De Benedetti, has approved the proposed financial statements for the year and the consolidated accounts of the group as of 31 December 2022 presented by Chief Executive Officer Monica Mondardini.

Consolidated results

During 2022, the Company and its subsidiaries operated in a complex environment that was still suffering the effects of the pandemic, although to a lesser extent, and the high cost of raw materials and energy, aggravated by the conflict between Russia and Ukraine and by the negative performance of the financial markets. Only in the last quarter of the year did the tension in the financial, energy and commodity markets ease. 

The consolidated revenues of the Group came in at € 2,235.6 million, posting a rise of 13.9% on 2021, with positive dynamics in both areas of activity (healthcare and automotive components), which recovered considerably after two years that were strongly impacted by the effects of the Covid-19 pandemic.

The consolidated gross operating margin (EBITDA) came to € 295.7 million, 13.2% of revenues (€ 300.7 million in 2021). Excluding the non-recurring items reported in the two years, consolidated EBITDA increased by 5.4% compared to 2021.

The consolidated operating result (EBIT) was € 81.7 million (€ 80.2 million in 2021). Excluding, in this case too, the effect of the non-recurring items, consolidated EBIT rose by 40% on a recurring basis.

The management of financial assets, which were worth a total of € 393.1 million at the end of 2022, produced a negative result of € 5.0 million (+€ 24.4 million in 2021), with an average return of -1.3%; it should be noted that the return obtained compares with performances of between -10% and -20% for the main equity and bond indexes.

Thus the consolidated net result came to -€ 0.2 million versus net income of € 18.0 million in 2021.

The recurring operating results of the subsidiaries showed growth while the consolidated net result was impacted by the return on the financial investment portfolio, which was affected by the negative performance of the markets; the net result of the financial subsidiaries of the group (CIR, CIR International and CIR Investimenti) was in fact negative for € 16.5 million, after a positive contribution of € 16.1 million in 2021.

Consolidated net financial debt before IFRS 16 stood at € 81.8 million at 31 December 2022, almost unchanged from € 85.6 million at 31 December 2021:

  • The net debt of the subsidiaries declined to € 402.2 million from € 418.0 million at 31 December 2021;
  • the net financial position of the Parent Company(including the subsidiaries CIR Investimenti and CIR International) is still very positive, at € 320.3 million, but is slightly lower than at 31 December 2021 (€ 332.3 million), due to the buyback of own shares for € 6.4 million and to the lower financial results.

Consolidated net financial debt, inclusive of IFRS 16 payables, amounted to € 950.6 million at 31 December 2022, with rights of use of € 868.8 million, referring mainly to the subsidiary KOS (€ 798.2 million), which operates largely in leased premises.

The shareholders’ equity of the Group stood at € 743.4 million at 31 December 2022 (€ 740.4 million al 31 December 2021).

KOS

The effects of the Covid-19 pandemic caused a reduction in the activity of KOS as from the second quarter of 2020 until the early months of 2021; from the second quarter of 2021 and for the whole of 2022 the business reported an improvement, thanks to the pandemic situation becoming less critical, although it still has not reached pre-Covid levels.

KOS’ revenues came in at € 683.5 million, posting growth of 6.5% compared to the previous year, thanks especially to the recovery of the nursing home sector in Italy (+16.3%) and in Germany (+6.6%).

EBIT came to € 30.4 million; in 2021 KOS had reported EBIT of € 31.8 million, which included non-recurring income of approximately € 12.0 million; the recurring operating result has therefore increased, thanks to the gradual recovery in levels of activity and operating efficiency, and despite the considerable rise in healthcare personnel costs and energy costs.

The net result for the year was one of overall breakeven (-€ 0.8 million versus € 1.4 million in 2021, which contained the non-recurring income mentioned above).

Operating Free Cash Flow before IFRS 16 was a positive € 5.0 million; KOS is continuing to pursue its plan for developing and acquiring new facilities and invested € 23.0 million in greenfield sites, for which the cash flow, including investments in new facilities, came to -€ 18.1 million.

Net debt at the close of 2022, excluding payables from the application of IFRS 16, stood at € 178.3 million (€ 160.2 million at year-end 2021); total net debt, including the IFRS 16 payables, came to € 976.4 million.

Sogefi

Global production of motor vehicles recorded growth of 6.2% compared to 2021, with a contribution from all geographical areas: +5.7% in Europe, +9.7% in NAFTA, +8.3% in Mercosur, +6.1% in China and +22.7% in India. As for production costs, the first nine months of 2022 saw continuing tension in the commodity and energy markets, which was exacerbated by the conflict between Russia and Ukraine, but which eased in the last quarter of the year.

Sogefi’s revenues were up by 17.5% compared to 2021, thanks to growth in production volumes (+4%), the increase in selling prices linked to the rise in the cost of raw materials, and to the evolution of exchange rates (+12.6% at constant exchange rates).

Economic results were positive, posting a distinct improvement: in fact EBIT came in at € 68.3 million (4.4% of revenues), up by 17% from € 58.4 million in 2021.

Net income was € 29.6 million (€ 2.0 million in 2021).

Free Cash Flow was positive for € 29.3 million (€ 32.4 million in 2021).

Net debt before IFRS 16 was lower at € 224.3 million at 31 December 2022, compared to € 258.2 million at 31 December 2021.

Financial management

As a result of the shock to the financial markets caused by the conflict between Russia and Ukraine and the hike in interest rates adopted by central banks to counter inflation, during 2022 the financial markets reported one of the worst performances of the last few decades.

Against this backdrop, the management of financial assets, which totalled € 393.1 million at year end 2022, reported a negative result of € 5.0 million (+€ 24.4 million in 2021), with an average return of -1.3%; it should be noted however that the return obtained compares with performances of between -10% and -20% for the main equity and bond indexes.

On 22 December 2022 the parent company CIR signed a binding preliminary agreement, subject to certain conditions precedent, for the sale of a real estate property complex not instrumental to the business, which has a carrying value in the accounts of € 11.0 million, for a total amount of € 38.0 million. The amount of € 5.0 million has been received as a deposit, while the remaining amount will be paid on completion of the deal (indicatively by the end of 2023), when the capital gain will be recognized.

ESG plans and performance

In 2022 the CIR group achieved the sustainability objectives set out in the 2021-2025 plans of the Company and its subsidiaries.

Progress has been made on the de-carbonization front, with a reduction in energy intensity in all the group’s businesses and a mix of energy sourcing with a growing percentage of green energy.

Waste management has also improved significantly, with an increase of almost 10p.p. in the percentage of waste recycled, especially by Sogefi. The latter has also continued to develop products for sustainable mobility with more than 50% of new orders being for hybrid or electric platforms.

With regards to the management of human resources, the number of hours dedicated to personnel training has increased and action continues to be taken to guarantee that equality of treatment is monitored in all countries in which the group operates.

Significant events that have taken place since 31 December 2022

Since the close of the year 2022 there have been no significant events that could have an impact on the economic, patrimonial and financial information given herein.

Outlook for the year

Visibility as to the performance of the Group’s businesses in coming months remains low due to the continuing uncertainty regarding the evolution of the Russian-Ukrainian conflict, macroeconomic developments and the prices of raw materials, particularly energy.

As far as KOS is concerned, in a context with fewer critical operational issues relating to the pandemic, return to pre-Covid levels of activity is expected during this year for Rehabilitation and Acute and in 2024 for nursing homes in Italy and Germany, after a gradual increase in saturation during 2023, reaching levels close to those of 2019. In the absence of events or circumstances that could make the environment more complex than it is at present, the operating results of KOS for the whole year should be improving vs. the past year.

As for the automotive market, in which Sogefi operates, visibility for 2023 remains limited due to the uncertainty linked to the Russian-Ukrainian conflict, the macroeconomic trend, and the availability and cost of raw materials and energy. For 2023, S&P Global (IHS) is forecasting growth in world car production of 3.6% compared to 2022, with Europe at +7.1%, Nafta at +5.4%, South America at +4.9% and China at +1.1%. As far as commodity and energy prices are concerned, in 2022 the rising trend came to an end, although volatility remains high. In some geographical areas there are still inflationary pressures on labour costs. Provided there is no serious deterioration in the geopolitical and macroeconomic scenario from today’s levels, for 2023 Sogefi expects to see mid-single-digit revenue growth and an operating result, excluding non-recurring expense, which is at least in line with that of 2022.

As for the financial asset management of the holding company, given the uncertainty linked to the geo-political, macroeconomic and financial climate, volatile conditions are expected to continue throughout 2023 although there should be an improvement in the returns on financial assets.  

Dividend proposal

The Board of Directors will put forward to the Annual General Meeting of the Shareholders the proposal that no dividend be distributed.

Annual General Meeting of the Shareholders

The Annual General Meeting of the Shareholders will be held, in an ordinary session and at a single calling, on 28 April 2023. The Board of Directors at today’s meeting has voted, among other things, to put the following proposals before the Annual General Meeting of the Shareholders:

  • The cancellation (for the part not utilized) and renewal of the authorization of the 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; it should also be taken into account that, including in the calculation any own shares already owned even through subsidiaries, the number of shares bought back must not in any case exceed a total number of shares representing one fifth of the share capital of CIR; that the buyback transactions may take place at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the Company’s shares in the Stock Exchange trading session preceding each single buyback or preceding the date on which the price is fixed in the event of purchases made in accordance with 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.

    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. As far as the disposal (alienation) of the own shares is concerned, the resolution being submitted includes am authorization to carry out any act of disposition, including the right to use the shares thus bought, without any time limits or constraints, even for compensation plans based on the Company’s shares.

    The main reasons why this authorization is being renewed are the following: (a) to fulfil obligations resulting from possible stock option plans or other awards of shares of the Company to employees or members of the Board of Directors of CIR or its subsidiaries, or to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; (b) to have a portfolio of own shares to use as consideration for any extraordinary transactions, even those involving an exchange of shareholdings, with other parties within the scope of transactions of interest to the Company (a so-called “stock of securities”), all within the limits of the regulations in force at the time (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;

  • The approval of a stock grant plan for 2023 aimed at employees of the Company and its subsidiaries, in terms to be defined by the Board of Directors and communicated to the market in sufficient time for any legal obligations to be carried out. The stock grant plan has the aim of rewarding the loyalty of the beneficiaries to the companies of the Group, giving them an incentive to increase their commitment to improving the performance of the Company.

  • The renewal of the Board of Directors, whose mandate ends with the approval of the financial statements as of 31 December 2022;

  • The renewal of the Board of Statutory Auditors, whose mandate ends with the approval of the financial statements as of 31 December 2022.

Calendar of events for 2023

Milan, 30 January 2023 – CIR S.p.A. announces that the Company’s calendar of events for 2023 will be as follows:

Monday13.03.202310,00 amBoard of Directors Meeting (Pro-forma Financial Report for 2022)
Friday28.04.202310,00 amAnnual General Meeting of the Shareholders (Approval of Financial Report for 2022)
Monday31.07.202310,00 amBoard of Directors Meeting (Half-year Financial Report for 2023)

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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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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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Sogefi: calling of an ordinary General Meeting of the Shareholders to increase the number of directors

Milan, 16 May 2022 – The Board of Directors of Sogefi S.p.A., which met today, acknowledged that the current composition of the administrative body – after the votes cast by the Annual General Meeting to appoint the Board for the three years 2022-2024 – needs to be supplemented in order to respect the gender balance required by current regulations. 

In compliance with the supplementary criteria set out in Art. 17 of the Company Bylaws, the Board of Directors thus voted to call a general meeting of the Shareholders in an ordinary session, at the first call on 22 July 2022 at 9.00 a.m. and, if necessary, at a second call on 25 July 2022 at the same time, in order to adopt appropriate measures to i) supplement the Board of Directors, i.e. increasing the number of directors from 8 to 9, ii) appoint a director from the least represented gender and iii) determine the fee for the same.

For further information please refer to the notice of general meeting of the Shareholders which will be published in accordance with applicable law.

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CIR: AGM approves Financial Statements for 2021

Milan, 29 April 2022 – The Annual General Meeting of the Shareholders of CIR S.p.A. was held today in Milan in an ordinary session under the chairmanship of Rodolfo De Benedetti.

As per the terms of Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, the Shareholders were able to attend exclusively through the designated representative, appointed in accordance with Art. 135-undecies of D.Lgs. no. 58 of 24 February 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/sub-proxies were also assigned under Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the same TUF.

Approval of the Financial Statements for 2021

The Shareholders approved CIR’s financial statements for the year 2021. The group closed the year with consolidated revenues of € 1,980.7 million (€ 1,821.8 million in 2020) and net income of € 18.0 million. The parent company CIR S.p.A. reported net income of € 2.1 million.

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

Remuneration policy and stock grant plan

The Shareholders approved the first section of the “Report on remuneration policy and compensation paid” and expressed a majority vote in favour of the second section of the same report.

The Meeting also approved the Stock Grant Plan for 2022, aimed at directors and/or executives of the Company and its subsidiaries for a maximum number of 5,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned 1 CIR share free of charge. The shares assigned will be made available from the treasury shares held by the Company. The plan has the aim of aligning the interests of management with the objectives of creating value for the group and its shareholders over a medium-long term time horizon and of encouraging those holding key positions to remain with the group.

Authorization to buy back own shares 

The Shareholders’ Meeting gave the Board of Directors an authorization, valid for a period of 18 months, to buy back a maximum of 76,016,488 own shares, and in any case up to 5.95% of the total number of shares constituting the share capital, at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the Company’s shares in the stock exchange trading session preceding each individual buyback transaction or preceding the date on which the price is fixed. In the event of purchases made according to the procedures set out in points (i), (iii) and (iv) of the following paragraph and in any case when the purchases are made with orders placed in the regulated market, the price must not be higher than the higher of the price of the last independent transaction and the highest current independent bid price in the same market.

The buyback must take place in the market, in compliance with the terms of Art. 132 of the TUF and with the terms of the law or the regulations in force at the moment of the transaction and more precisely (i) through a public tender offer to buy or exchange shares; (ii) on regulated markets following operating procedures established in the rules for organizing and managing the said markets, which do not allow bids and offers to be matched directly; (iii) through the assignment pro-rata of put options to the shareholders to be assigned within 15 months of the date of the AGM resolution authorizing the same with exercise within 18 months of the same resolution; (iv) through the purchase and sale of derivative instruments traded on regulated markets that involve 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 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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Board of Directors Meeting

The Board of Directors of CIR resolved to continue the share buyback plan launched on 16 March 2022 and which is currently in progress, in accordance with and in execution of the authorization that it has just received from the Shareholders. The new resolution is for the buyback of no more than 76,016,488 own shares (equal to 5.95% of CIR’s share capital) without prejudice to the limit of 20% of the share capital and the other characteristics of the plan which were published on 11 March 2022 and on 15 March 2022.

As of 28 April 2022 CIR owned 185,881,760 treasury shares, representing 14.55% of the shares that constitute the Company’s share capital.

The Board of Directors and the Board of Statutory Auditors also verified that the Members who have declared themselves to be independent do in fact have the requisites to be considered as independent.  

Lastly, in accordance with the AGM resolution on the subject, the Board began implementing Stock Grant Plan 2022 by assigning 4,274,469 rights.

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Sogefi: AGM approves financial statements for 2021

SOGEFI: AGM APPROVES FINANCIAL STATEMENTS FOR 2021
BOARD OF DIRECTORS APPOINTED FOR THREE YEARS 2022-2024
MONDARDINI CONFIRMED AS CHAIRMAN AND SIPAHI AS CHIEF EXECUTIVE OFFICER

Independent directors Patrizia Arienti, Maha Daoudi and Massimiliano Picardi join the Board

Milan, 22 April 2022 – The ordinary Annual General Meeting of the Shareholders of Sogefi S.p.A. was held today under the chairmanship of Monica Mondardini.

Pursuant to Article 106, paragraph 4, of Italian Decree-Law no. 18 of March 17, 2020, shareholders exclusively participated in the Annual General Meeting of the Shareholders through the designated representative appointed pursuant to Article 135-undecies of Italian Legislative Decree no. 58 of February 24, 1998 (TUF) and identified in Studio Segre S.r.l., to which proxies/subproxies pursuant to art. 135-novies of the TUF have also been granted, as an exception to art. 135-undecies, paragraph 4, of the TUF.

Approval of the Financial Statements for 2021

The Shareholders approved the Financial Statements for the year 2021. Sogefi closed the year with consolidated revenues of € 1,320.6 million (€ 1,190.2 million in 2020), EBITDA of € 192.5 million (€ 137.0 million in 2020) and a positive net result of € 2.0 million (loss of € 35.1 million in 2020). The parent company of the group Sogefi S.p.A. reported a profit of € 69.9 million (loss of € 6.2 million in 2020).

The Shareholders approved the proposal put forward by the Board of Directors that no dividends be distributed.

Compensation Policy and Stock Grant Plan

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

The Shareholders also approved the stock grant plan for 2022 aimed at employees of the Group holding strategically important roles for a maximum of 1,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned free of charge 1 Sogefi share. The shares thus assigned will be made available from the own shares held by the Company. The plan aims to align the interests of management with the objective of creating value for the Group and its Shareholders over a medium-long term time horizon, stimulating the commitment to achieving common objectives at Group level and encouraging those who hold key positions to remain with the Group.

Authorization to buy back own shares

The Annual General Meeting of the Shareholders renewed the proxy to the Board of Directors for a period of 18 months, with power to buy back a maximum of 10 million own shares at a unit price that cannot be more than 15% higher or lower than the benchmark price recorded by the Company’s shares 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 (a), (c) and (d) of the following paragraph, and in any case, when the shares are bought back through orders placed in the regulated market, the price must not be higher than the highest price of the last independent transaction and the highest current independent bid price on the same market.

The buyback must take place in the market, in compliance with the terms of Art. 132 of Italian Leg. Decree no. 58/98 and with the terms of the law and the rules in force at the moment of the transaction and more precisely (a) through a public tender offer to buy or exchange shares; (b) 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; (c) 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; (d) 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 EU Regulation no. 596/2014.

The main reasons why this authorization is being renewed are the following: (i) 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 Sogefi S.p.A. or its subsidiaries, or to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; (ii) to have a portfolio of own shares that can be used as consideration for any extraordinary transactions, even those involving an exchange of shareholdings, with other parties within the sphere of transactions of interest to the Company (a so-called “stock of shares”); (iii) to engage in action to support market liquidity, optimize capital structure, and remunerate shareholders in particular market situations, all within the limits established by current rules and regulations; (iv) to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; (v) for any other purpose qualified by the competent Authorities as admitted market practice in accordance with applicable European or domestic rules, and with the procedures established therein.

As of today’s date, the Company is the owner of 1,993,372 own shares, equal to 1.66% of the share capital.

Appointment of the Board of Directors

The Annual General Meeting of the Shareholders appointed Patrizia Arienti, Maha Daoudi, Rodolfo De Benedetti, Mauro Melis, Monica Mondardini, Massimiliano Picardi, Frédéric Sipahi, Christian Georges Streiff as directors for the three-year period 2022-2024.

Seven directors were drawn from the list submitted by the majority shareholder CIR S.p.A. – Compagnie Industriali Riunite, holder of 55.637% of the voting rights, and one director, Massimiliano Picardi, was taken from the list submitted by minority shareholder Navig S.a.s. of Giorgio Zaffaroni, holder of 3.33% of voting rights. The curricula vitae of the directors are available on the website www.sogefigroup.com.

During the Annual General Meeting, Chairman Monica Mondardini and CEO Frédéric Sipahi thanked outgoing board members Patrizia Canziani, Roberta Di Vieto and Ervino Riccobon for their service at the Company.

Board of Directors Meeting

Following the Annual General Meeting of the Shareholders, the Board of Directors confirmed Monica Mondardini as Chairman and Frédéric Sipahi as CEO of the Company.

The Board verified that five directors out of a total of eight were independent. They are Patrizia Arienti, Maha Daoudi, Mauro Melis, Massimiliano Picardi and Christian Georges Streiff.

The Board of Statutory Auditors in its turn verified the presence of the requisites for the independence of its members.

The Board of Directors also defined the composition of the committees: the Appointment and Remuneration Committee is composed of the directors Mauro Melis, Massimiliano Picardi and Christian Georges Streiff, the Control, Risk and Sustainability Committee is composed of Patrizia Arienti, Maha Daoudi and Mauro Melis and the Committee for Related Party Transactions is composed of Patrizia Arienti, Mauro Melis and Massimiliano Picardi. Mauro Melis was appointed lead independent director.

Lastly, the Board, in accordance with the AGM resolution, implemented the 2022 stock grant plan for the first time, granting 995,000 rights.

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CIR: filing of documentation for AGM

Milan, 7 April 2022 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary session for 29 April 2022, 10.00 a.m., at a single calling, it is announced that the following documentation 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:

  • The Annual Report and Financial Statements for the year ended 31 December 2021, the Report of the Board of Statutory Auditors, and the Reports of the Firm of Auditors (item 1);
  • The Report of the Board of Directors on the proposed authorization to buy back own shares and use them as appropriate (item 2);
  • The Report on Compensation Policy and Remuneration Paid as per Art. 123 – ter of the TUF (item 3);
  • The Consolidated Non-Financial Report for 2021;
  • The Report on Corporate Governance and ownership structure as per Art. 123 – bis del TUF.

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CIR: filing of documentation for AGM

Milan, 29 March 2022 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary session for 29 April 2022, 10.00 a.m., at a single calling, it is announced that the Report of the Board of Directors on the proposal to approve Stock Grant Plan 2022 (item 4) 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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Calendar of events for 2022

Milan, 28 January 2022 – CIR S.p.A. announces that the Company’s calendar of events for 2022 will be as follows:

Friday11.03.202210,00 amBoard of Directors Meeting (Pro-forma Financial Report for 2021) 
Friday29.04.202210,00 amAnnual General Meeting of the Shareholders (Approval of Financial Report for 2021)
Friday29.07.202210,00 amBoard of Directors Meeting (Half-year Financial Report for 2022)

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CIR: AGM approves Financial Statements for 2020

Milan, April 30 2021 – The Annual General Meeting of the Shareholders of CIR S.p.A. was held today in Milan under the chairmanship of Rodolfo De Benedetti, with an ordinary and an extraordinary session.

As per the terms of Art. 106, paragraph 4, of Decree Law no. 18 of March 17 2020, the Shareholders were able to attend exclusively through the designated representative, appointed in accordance with Art. 135-undecies of D.Lgs. no. 58 of February 24 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/sub-proxies were also assigned under Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the same TUF.

Approval of the Financial Statements for 2020

In the ordinary part of the Meeting the Shareholders approved CIR’s Financial Statements for the year 2020. The group closed the year with consolidated revenues of € 1,834.8 million (€ 2,001.6 million in 2019) and net income of € 16.3 million. The parent company CIR S.p.A. reported net income of € 2.6 million.

The Meeting adopted the proposal put forward by the Board of Directors not to distribute any dividends.

Compensation Policy and Stock Grant Plan

The Shareholders’ Meeting approved the first section of the Report on Compensation Policy and Remuneration Paid and expressed a vote in favour of the second section of the said report.

The Shareholders also approved the 2021 Stock Grant Plan, aimed at directors and/or executives of the Company and its subsidiaries for a maximum of 5,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned free of charge 1 CIR share. The shares will be made available from the Company’s treasury shares. The plan has the aim of aligning the interests of management with the objectives of creating value for the group and its shareholders over a medium-long term time horizon and of retaining key managers in the group.

Authorization to buy back own shares

The Shareholders’ Meeting authorized the Board of Directors, for a period of 18 months, to buy back a maximum of 225,000,000 own shares and in any case up to 20% of the total number of shares making up the share capital (taking into account the own shares that the Company is already holding, which as of today amount to 26,819,394, equal to 2.1% of the total number of shares), at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the shares in the Stock Exchange trading session preceding the date of each individual buy-back transaction or preceding the date on which the price is fixed. Where such buybacks are effected through orders placed on the regulated market the price of the deal must not be higher than the higher of the price of the most recent independent transaction and the highest current independent bid price in the same market, in compliance with the provisions of Delegated Regulation (EU) no. 2016/1052.

The main reasons for renewing the authorization are the following: i) to fulfil obligations resulting from possible stock option plans or other awards of the Company’s shares to employees or members of the Board of Directors of CIR or its subsidiaries; ii) to have a portfolio of own shares to use as consideration for possible extraordinary transactions, even those involving an exchange of equity holdings, within the scope of transactions of interest to the Company (a stock of securities); iii) to support the liquidity of the shares in the market, optimizing its capital structure and remunerating the Shareholders in particular market conditions; iv) to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; v) 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.

Reduction of the number of Board Members

The AGM reduced to eleven, from twelve, the number of members of the Board of Directors. Following the resignation for personal reasons of Director Pia Hahn Marocco, at the meeting held on March 29 2021 the Board decided not to co-opt a new Director but to propose to the Shareholders a reduction of the number of Directors, being convinced that, even with such reduction, the number of member would still be adequate and acknowledging that its composition conforms with the rules of law and with the Company’s Corporate Governance Code as regards independence, gender balance and variety of competences.

Amendment of the Company Bylaws

In the extraordinary part of the meeting, the Shareholders abolished the nominal value of the shares, approving the amendment of Art. 4, paragraph, of the Company Bylaws. The introduction of shares without a nominal value is a useful flexibility tool as it simplifies a broad range of capital transactions for the Company.

Board of Directors Meeting

On the strength of the authorization given by the AGM, the Board of Directors implemented the 2021 Stock Grant Plan by assigning 3.565.284 rights.

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Sogefi: AGM approves Financial Statements for 2020

SOGEFI: AGM APPROVES FINANCIAL STATEMENTS FOR 2020

BOARD OF STATUTORY AUDITORS APPOINTED FOR THREE YEARS 2021-2023

SIPAHI CONFIRMED AS CEO

Milan, April 23 2021 – The Annual General Meeting of the Shareholders of Sogefi S.p.A. was held today under the chairmanship of Monica Mondardini.

As per the terms of Art. 106, paragraph 4, of Decree Law no. 18 of March 17 2020, the Shareholders were able to attend only through the designated representative, appointed in accordance with Art. 135-undecies of D.Lgs no. 58 of February 24 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/sub-proxies were also assigned as per Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF.

Approval of the Financial Statements for 2020

The Shareholders approved the Financial Statements for the year 2020. Sogefi closed the year with consolidated revenues of € 1,203.2 million (€ 1,463.8 million in 2019), EBITDA of € 137.6 million (€ 177.4 million in 2019) and a net result of ongoing operations posting a negative result of € 19.6 million (net income of € 11.1 million in 2019). The parent company of the group Sogefi S.p.A. reported a loss of € 6.2 million (net income of € 7.7 million in 2019).

The Shareholders’ Meeting adopted the proposal put forward by the Board of Directors that no dividends be distributed.

Compensation Policy and Stock Grant Plan

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

The Shareholders also approved the stock grant plan for 2021 aimed at employees of the Group holding strategically important roles for a maximum of 1,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned free of charge 1 Sogefi share. The shares thus assigned will be made available from the own shares held by the Company. The plan aims to align the interests of management with the objective of creating value for the Group and its Shareholders over a medium-long term time horizon, stimulating the commitment to achieving common objectives at Group level and encouraging those who hold important positions to remain with the Group.

Authorization to buy back own shares

The Shareholders renewed for a period of 18 months its authorization of the Board of Directors to buy back a maximum of 10 million of its own shares (including 2,094,831 own shares being held today, equal to 1.744% of the share capital), at a unit price that must not be more than 10% higher or lower than the benchmark price recorded by the shares in the stock exchange trading session preceding each individual buyback transaction or the date on which the price is fixed an, in any case, when the purchases are made in the regulated market the price cannot be higher than the higher of the price of the last independent transaction and the highest current independent bid price in the same market, in compliance with the terms set out in EU Delegated Regulation no. 2016/1052.

The main reasons why this authorization is being renewed are the following: 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 Sogefi or associated companies; to fulfil obligations resulting from any debt instruments convertible into or exchangeable with equity instruments; to support market liquidity of the shares within the limits of current rules; to take advantage of opportunities for creating value, and invest liquidity efficiently in relation to market trends; 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.

Appointment of a director and of the Board of Statutory Auditors

The Shareholders’ Meeting appointed Frédéric Sipahi – co-opted by the Board, as per the terms of Art. 2386 of the Civil Code, on February 26 2021 – as a director of the Company.

The Shareholders also appointed the members of the Board of Statutory Auditors of the Company for the three years 2021-2023. The auditors in office are Daniela Delfrate (Chairman of the Board of Statutory Auditors), Giovanni Barbara and Rita Rolli. The alternate auditors are Maria Pia Maspes, Luca Del Pico and Anna Maria Allievi. The auditors were drawn from the list presented by the majority Shareholder CIR S.p.A., with the exception of the Chairman Daniela Delfrate and alternate auditor Maria Pia Maspes, who were selected from the minority list presented by YODA Società Semplice.

Board of Directors Meeting

The Board of Directors, which met after the AGM, confirmed Frédéric Sipahi as Chief Executive Officer of Sogefi. Since March 1 2021 he has also held the position of General Manager. His curriculum vitae is available on the website www.sogefigroup.com.

The Board verified the presence of the requisites for the independence of the directors who have attested that they are independent, Patrizia Canziani, Roberta Di Vieto, Mauro Melis, Ervino Riccobon and Christian Georges Streiff. Five directors out of a total of eight are therefore independent. The Board of Statutory Auditors in its turn verified the presence of the requisites for the independence of its members; the curricula vitae of the auditors are available on the website sogefigroup.com. All the independent directors and the members of the Board of Statutory Auditors are therefore in possession of the requisites established by law and by the Code of Corporate Governance adopted by the Company.

Lastly, the Board of Directors, on the strength of the authorization granted by the AGM, proceeded to implement Stock Grant Plan 2021 by assigning 897,500 rights.

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