Calendar of events for 2025

Milan, January 24 2025 – CIR S.p.A. announces that the Company’s calendar of events for 2025 will be as follows:

Friday14.03.202510,00 amBoard of Directors Meeting (Pro-forma Financial Report for 2024)
Monday28.04.202510,00 amAnnual General Meeting of the Shareholders (Approval of Financial Report for 2024)
Friday01.08.202510,00 amBoard of Directors Meeting (Half-year Financial Report for 2025)

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CIR: EGM minutes and Company Bylaws

Milan, 19 September 2024 – CIR S.p.A. announces that the minutes of the Extraordinary General Meeting of the Shareholders held on 6 September 2024 and the amended Bylaws are available on the authorised storage mechanism eMarket STORAGE (www.emarketstorage.com), at the Company’s registered office and on its website (www.cirgroup.it), respectively in section Governance/Shareholders meetings and Governance/ Governance System.

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CIR: Registration of the minutes of the EGM of 06.09.2024 – Notice regarding the withdrawal right

Milan, September 16, 2024

Whereas:

  • the Extraordinary Shareholders’ Meeting of CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”) on September 6, 2024, approved, inter alia, the proposal to enhance the increased voting right mechanism adopted by the Company (the “Resolution”); and that
  • on September 16, 2024, such Resolution has been registered with the Companies’ Register of Milano Monza-Brianza Lodi (the “Registration Date”),

it is hereby made known that shareholders who did not participate in the approval of the Resolution (i.e., the absent, dissenting or abstaining shareholders) concerning the enhancement of the increased voting right mechanism (the “Entitled Shareholders”) shall be entitled to exercise their withdrawal right, pursuant to article 2437-bis of the Italian civil code and in compliance with law provisions and with documents concerning the Shareholders’ Meeting, starting from the Registration Date, without, however, there being any obligation to do so.

Pursuant to article 127-bis, paragraph 2, of the Legislative Decree no. 58 of February 24, 1998 (“TUF”), the Entitled Shareholder is also the person on whose behalf CIR shares were registered after the date indicated in article 83-sexies, paragraph 2 of TUF to grant the entitlement to attend the Shareholders’ Meeting (i.e., after the record date of August 28, 2024) but before the opening of the Meeting, since such person is considered not to have participated in the approval of the Resolution.

Withdrawal price

Pursuant to article 2437-ter, paragraph 3, of the Italian civil code, the withdrawal price – payable by the Company to the Entitled Shareholders for each CIR share in relation to which the withdrawal right has been exercised –is equal to Euro 0.5454 (the “Withdrawal Price”).

Procedure for exercising the withdrawal right

Pursuant to article 2437-bis of the Italian civil code, Entitled Shareholders may exercise their withdrawal right, in relation to some or all of CIR shares owned (the “Notification of Withdrawal”), by sending notice via registered letter to the registered office of CIR S.p.A., Via Ciovassino no. 1, 20121, Milan (Italy), or via certified e-mail at the address pec_cirspa@legalmail.it, no later than 15 (fifteen) calendar days after the Registration Date and, therefore, no later than October 1, 2024.

The Notification of Withdrawal shall be made using the form made available on the Company’s corporate website (www.cirgroup.it) – Section Governance/Shareholders’ Meeting and must provide (i) the personal details of the withdrawing shareholder; (ii) the number of shares for which the withdrawal right is exercised; and (iii) the details of the intermediary with whom the shares in relation to which the withdrawal right is being exercised are deposited.

The Entitled Shareholders who exercise their withdrawal right shall also request, under penalty of inadmissibility of the exercise of the withdrawal right, the Intermediary to issue and transmit an appropriate communication to CIR pursuant to article 43, paragraph 1, of the post-trading consolidated decree of CONSOB and Banca d’Italia of  August 13, 2018, as subsequently amended (the “Communication”), certifying that the withdrawing shareholder was the uninterrupted holder of such withdrawn shares prior to the Meeting until the date of the Communication and that such shares in relation to which the withdrawal right has been exercised are free of pledges and other encumbrances.

In the event that the shares for which the withdrawal right is exercised are subject to pledges or encumbrances in favour of third parties, the Notification of Withdrawal must be accompanied by an irrevocable and unconditional waiver of the pledge and/or the other encumbrance from the pledgee (and/or other beneficiary of the encumbrance) in addition to a statement giving consent to the settlement of the shares for which the withdrawal right is being exercised, in accordance with the withdrawing shareholder’s instructions.

The Intermediary shall send the Communication via certified e-mail to the address pec_cirspa@legalmail.it and shall ensure that CIR shares, in relation to which the Notification of Withdrawal is being exercised, remain unavailable until the end of the liquidation proceeding.

The Entitled Shareholders who exercise their withdrawal right are responsible for: (i) ensuring that the information provided in the Notification of Withdrawal is complete and correct and (ii) transmitting such Notification to CIR S.p.A. no later than October 1, 2024 (included), as indicated above. Notifications of Withdrawal sent after the above deadline or lacking the necessary information, and/or lacking the above Communication within due time, will not be accepted and the withdrawal right shall be deemed not to be correctly exercised.

Liquidation of the shares for which the withdrawal right has been exercised

In the event that one or more shareholders of CIR exercise the withdrawal right, the liquidation procedure shall be performed in compliance with the provisions of article 2437-quater of the Italian civil code.

The Company shall proceed, in the event of exercise of the withdrawal right by the Entitled Shareholders, to offer in option (“offrire in opzione”) and in pre-emption (“offrire in prelazione”) the shares subject to withdrawal to the other shareholders and to communicate the procedure for the adherence to such offers, together with any appropriate information relating to the liquidation procedure of such shares subject to withdrawal, in a notice to be filed with the Companies’ Register of Milan and published in a newspaper.

The manner and terms of the liquidation procedure will be communicated in the terms and manner prescribed by the legal and regulatory provisions pro tempore in force.

Please note that, in any case, in the event the amount to be paid by the Company to the Entitled Shareholders who exercised their withdrawal right were to exceed the overall amount of Euro 60 million (the “Condition”), the effectiveness of the Resolution will be invalidated and consequently the liquidation of the shares subject to withdrawal will not take place.

To this end, CIR will provide timely notice in relation to the fulfilment of the Condition, in accordance with the law.

Unavailability of the shares subject to withdrawal

Shareholders of CIR are reminded that, in accordance with Italian mandatory provisions of law, the exercise of the withdrawal right is not revocable and that shares in relation to which the withdrawal right has been exercised cannot be sold or otherwise disposed of until the transfer of the shares themselves in the context of the liquidation procedure or until the verification of the fulfilment (in the absence of waiver) of the Condition.

This notice will be published in the September 17, 2024, edition of the newspaper “La Repubblica”.

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CIR: the extraordinary Shareholders’ meeting approved the proposed statutory amendments including the introduction of the enhanced increased voting system

Milan, 6 September 2024 – The Shareholders’ Meeting of CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”), convened today in extraordinary session and chaired by Dr. Rodolfo De Benedetti, approved the proposed statutory amendments illustrated in the documentation made available to shareholders under the terms and conditions of law, and, in particular:

  • the introduction of the possibility of holding meetings through exclusive participation through the so-called designated representative;
  • the introduction of the possibility of holding meetings exclusively by telecommunications means;
  • the enhancement of the increased voting system currently in force;
  • the clarification of the cases for maintaining the enhanced vote envisaged by the legislation and other changes to the statutory regulation of the enhanced vote;
  • the modification of the maximum number of directors, and some changes in relation to the appointment of the members of the board of directors;
  • the inclusion of the sectors of activity strictly related to that of the company pursuant to the decree of the Ministry of Justice dated 30 March 2000 n. 162 and related amendment to article 22 of the By-laws;
  • further statutory amendments to articles 7, 9 and 15 of the By-laws.

The approved statutory amendments will be effective starting from the registration of the minutes of the extraordinary shareholders’ meeting with the competent Company Register. The registration of the minutes will be communicated to the market by the Company in accordance with applicable laws and regulations.

Please note that shareholders who did not participate in the adoption of the resolution (i.e., absent, dissenting or abstentions shareholders) relating to the strengthening of the enhanced voting system, through the introduction of paragraph 6-bis of article 8 of the By-laws, will be able to exercise the right of withdrawal (the “Withdrawing Shareholders”), pursuant to article 2437-bis of the civil code, starting from the date of registration of the resolution with the competent Company Register. Please note that the effectiveness of this statutory amendment will cease (and, therefore, the enhancement of the increased vote and the related right of withdrawal will cease) if the amount to be paid by CIR to the Withdrawing Shareholders exceeds in total an amount equal to Euro 60 million, without prejudice, in any case and for clarity, that the Withdrawal Amount will be calculated net of the amounts due by shareholders who exercise their option and pre-emption rights pursuant to article 2437-quater of the civil code.

Pursuant to article 2437-ter, paragraph 3, of civil code, the liquidation price to be paid to Withdrawing Shareholders for each share for which the right of withdrawal is exercised is equal to Euro 0.5454, determined by exclusively referring to the arithmetic mean of the closing prices of the CIR share recorded on the Italian Telematic Market of Borsa Italiana S.p.A. in the six months preceding the publication of the notice convening the extraordinary meeting held today, i.e. 2 August 2024.

Further information relating to the exercise of the right of withdrawal by shareholders who are entitled to it will be provided in accordance with the applicable legislative and regulatory provisions.

The new By-laws of the Company, as amended by the Extraordinary Shareholders’ Meeting held today, will be available on the authorized storage mechanism eMarket STORAGE (www.emarketstorage.com), at the registered office and on the Company’s website (www. cirgroup.com), respectively in the Governance/Shareholders’ Meeting and Governance/Governance System sections.

The minutes of the extraordinary shareholders’ meeting and the summary report of the votes will be made available on the Company’s website – Governance/Meetings Section within the terms established by current legislation.

For further information on the statutory amendments approved today, please refer to the documentation available on the Company’s website (www.cirgroup.com) – Governance Section, while further information relating to the exercise of the right of withdrawal by shareholders who have not participated in the adoption of the resolution relating to the strengthening of the enhanced voting system (i.e., absent, dissenting or abstention shareholders) will be provided in accordance with the applicable legislative and regulatory provisions.

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CIR: filing of documentation for EGM

Milan, 2 August 2024 –CIR S.p.A. announces that, with reference to the extraordinary Shareholders’ Meeting called for 6 September 2024, at 9.00 am, in single call, it has made available to the public, at its registered office (Via Ciovassino 1, Milan), on the website www.cirgroup .it (Governance/Shareholders’ Meeting section) and on the authorized storage mechanism “eMarket STORAGE”, the explanatory report of the Board of Directors on the items on the agenda.

The form for the granting of proxies or sub-delegations to the Designated Representative for representation at the Assembly pursuant to art. 135-novies of Legislative Decree 58/1998 and the form for granting the proxy and related voting instructions to the Designated Representative pursuant to art. 135-undecies of Legislative Decree 58/1998 are available on the website www.cirgroup.it (Governance/Shareholders’ Meeting section).

Any further documentation relating to the Shareholders’ Meeting, required by current legislation, will be made available to the public according to the terms of law.

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Sogefi: Shareholders’ Meeting approves the extraordinary dividend of euro 0.923 and amendment of the By-Laws

Milan, 18 July 2024 – The Shareholders’ Meeting of Sogefi S.p.A. was held today under the chairmanship of Monica Mondardini.

In ordinary session, the  Shareholders’ Meeting approved the Board of Directors’ proposal of distributing an extraordinary unit dividend of € 0.923, to be taken from the distributable Profit Reserve and the Share Premium Reserve. The ex-dividend date (coupon 34) will be July 22, 2024 and the dividend will be paid as from July 24, 2024.

In extraordinary session, the Shareholders’ Meeting resolved to amend articles 10 and 13 of the By-Laws relating to the methods of intervention and representation in the shareholders’ meetings.

For further information please refer to: (i) press release of June 17, 2024; and (ii) illustrative reports on the items on the agenda of the Shareholders’ Meeting, available on the Company website www.sogefigroup.com and on the authorized storage mechanism e-Market Storage at the address www.emarketstorage.it.

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CIR: AGM minutes and Company Bylaws

Milan, 28 May 2024 – CIR S.p.A. announces that the minutes of the Ordinary General Meeting of the Shareholders held on 29 April 2024 and the amended Bylaws are available on the authorized storage mechanism eMarket STORAGE (www.emarketstorage.com), at the Company’s registered office and on its website (www.cirgroup.it), respectively in section Governance/Shareholders meetings and Governance/ Governance System.

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CIR: EGM minutes and Company Bylaws

Milan, 15 May 2024 – CIR S.p.A. announces that the minutes of the Extraordinary General Meeting of the Shareholders held on 29 April 2024 and the amended Bylaws are available on the authorised storage mechanism eMarket STORAGE (www.emarketstorage.com), at the Company’s registered office and on its website (www.cirgroup.it), respectively in section Governance/Shareholders meetings and Governance/ Governance System.

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CIR: AGM approves Financial Statements for 2023

The Ordinary and Extraordinary Meeting of the Shareholders:

  • Approves the Financial Statements for year ended 31 December 2023 and the allocation of the net income for the year;
  • Authorizes the buy-back and use of own shares, subject to revoking the previous authorization for the part not executed;
  • Approves the Company’s remuneration policy contained in the first section of the Remuneration Report and adopts a vote in favour of the second section of the same report;
  • Approves a stock grant plan for 2024;
  • Appoints an Alternate Auditor to make up the number of members of the Board of Statutory Auditors;
  • Votes to cancel own shares without reducing the share capital.

The Board of Directors votes to continue the share buyback plan currently in progress and assigns the units of the new Stock Grant Plan 2024.

Milan, 29 April 2024 – The Annual General Meeting of the Shareholders of CIR S.p.A. – Compagnie Industriali Riunite was held today in Milan under the chairmanship of Rodolfo De Benedetti, in both an ordinary and an extraordinary session.

As per the terms of Art. 106 of Decree Law no. 18 of 17 March 2020, transposed with some amendments by Law no. 27 of 24 April 2020 and recently extended an effect of Law no. 18 of 23 February 2024, the Shareholders attended solely through the designated representative, appointed in accordance with the terms of Art. 135-undecies of D.Lgs no. 58 of 24 February 1998 (“TUF”) and identified as Monte Titoli S.p.A., to whom proxies/sub-proxies were give as per Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph4, of the TUF.

Approval of the Financial Statements for 2023

The Shareholders approved the Financial Statements for the year 2023 of CIR S.p.A. – Compagnie Industriali Riunite, making no changes to the pro-forma statements approved by the Board of Directors on 11 March 2024 and published as per the terms of the law, which showed a net loss of € 6,720,331 that the Shareholders voted to cover in its entirety using the available funds from the “Other reserves”.

The group closed the year with consolidated revenues of € 2,379.8 million (€ 2,226.8 million in 2022), a consolidated gross operating margin of € 352.2 million (€ 296.2 million in 2022) and a consolidated net result of € 32.8 million (-€ 0.2 million in 2022).

Authorization to buy back and use own shares 

After revoking the resolution authorizing the buyback of own shares approved by the ordinary Annual General Meeting held on 28 April 2023 for the part not utilized, the Shareholders authorized the Board of Directors, and for the Board the Chairman and the Chief Executive Officer, severally, for a period of eighteen months, to buy back a maximum of 208,000,000 own shares. Including in the calculation the own shares already owned even through subsidiaries, the number of shares bought back must not in any case exceed 20% of the total number of shares constituting the share capital. This authorization is for the buyback 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 transaction or preceding the date on which the price is fixed in the event of purchases following the procedures stated in points (i), (iii) and (iv) of the following paragraph. 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 (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.

Remuneration Policy

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

Stock Grant Plan 2024

The AGM also approved the Stock Grant Plan for 2024 aimed at directors and/or executives of the company and its subsidiaries for a maximum number 4,000,000 conditional units, not transferable to third parties or other beneficiaries, each of which will give the beneficiaries the right to be assigned 1 CIR share free of charge when the time is right and subject to compliance with the conditions set out in Stock Grant Plan 2024 as described in the Information Document prepared and published in compliance with the terms of D.Lgs. no. 58/98. 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.

Completion of the number of members of the Board of Statutory Auditors 

The Shareholders appointed Mr. Gaetano Rebecchini as an alternate auditor, thus making up the numbers of the Board of Statutory Auditors after the untimely passing of one of the alternate auditors appointed by the Shareholders’ Meeting in April 2023.

Cancellation of 60,000,000 own shares 

The Shareholders’ meeting, in an extraordinary session, voted to cancel 60,000,000 own shares (equal to 5.42% of the share capital) with no nominal value without reducing the share capital, and also to cancel any own shares that may be bought back on the strength of the AGM authorization to buy back own shares approved at today’s ordinary session, without reducing the share capital, up to a maximum overall number of shares not exceeding 208,000,000 shares, giving the Board of Directors the power to execute the latter cancellation, either in smaller parts or as a single transaction, within 24 months of the date of the AGM, determining the actual number of own shares to be cancelled, but excluding the own shares which, together with any other own shares already in the Company’s portfolio, may be needed to cover commitments resulting from time to time from outstanding stock grant plans.  

Meeting of the Board of Directors

The Board of Directors of CIR, which met after the Annual General Meeting, voted to continue with the share buyback programme launched on 16 March 2022 and currently in progress. The new resolution is for the buyback of a maximum of 208,000,000 own shares, without prejudice to the limit of 20% of the share capital and the other characteristics of the programme, as approved by the Shareholders and already referred to above

As of 28 April 2024 CIR owned 75,186,274 own shares, equal to 6.79% of the Company’s share capital.

After verifying that the requisites are still in place, the Board of Directors confirmed the independent director status of Philippe Bertherat, Tommaso Nizzi, Elisabetta Oliveri, Francesca Pasinelli and Maria Serena Porcari, five directors out of a total of nine.

The Board also acknowledged that the members of the Board of Statutory Auditors are also in possession of the requisites for independence on the strength of a check carried out by the same.

Lastly, in accordance with the AGM resolution, the Board of Directors implemented Stock Grant Plan 2024, assigning a total of 2,982,130 rights to four beneficiaries.

Sogefi: AGM approves financial statements for 2023

DIVIDEND OF EURO 0,20
BOARD OF STATUTORY AUDITORS APPOINTED FOR 2024-2026

Milan, 22 April 2024 – 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, converted with amendments into Law no. 27 of April 24, 2020, as further amended and extended, 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 Monte Titoli S.p.A., 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 2023

The Shareholders approved the Financial Statements for the year 2023.

Sogefi closed the year with consolidated revenues of € 1,627.9 million (€ 1,543.4 million in 2022), EBITDA of € 221.4 million (€ 195.1 million in 2022) and net income of € 57.8 million (€ 29.6 million in 2022).

The parent company Sogefi S.p.A. reported a net income of €6.7 million, compared to the net loss of € 58.7 million in 2022, which included a write-down of equity investments, recognized on the basis of the impairment test, equal to € 78.9 million compared to a recovery of value, equal to €9.4 million, registered in financial year 2023.

The Shareholders’ Meeting approved the Board of Directors’ proposal to distribute a dividend per share  of €0.20 to each of the 118,652,484 shares in circulation, for a total of € 23,730,484, using the net income for the year and withdrawing the difference from the “Retained earnings” reserve.

The dividend will be paid as from 8 May 2024, after coupon detachment on 6 May 2024 and “record date” on 7 May 2024.

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 2024 aimed at employees of the Group holding strategically important roles for a maximum of 1,250,000 conditional rights, each of which will give the beneficiaries the right to be assigned free of charge n. 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 within the Group.

AUTHORIZATION TO BUY BACK OWN SHARES

The Shareholders renewed for a period of 18 months the authorization to the Board of Directors to buy back a maximum of 10 million of its own shares, at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the Sogefi shares in the Stock Exchange trading session preceding each individual buyback transaction or the date on which the price is fixed, in case of buyback according to letters (a), (c) and (d) of the following paragraph and, 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 on the same market.

The purchase must take place in the market, in accordance with what is set out in Art. 132 of Legislative Decree 58/98 and as well as by the rules of law and regulations in force at the moment of the transaction and more specifically (a) through a public offer to buy or exchange shares; (b) on regulated markets following operating procedures set out in the rules for organizing and managing the same markets, which do not allow bid prices to be matched directly with offer prices; (c) through pro-rata assignation to the shareholders of put options to be assigned within 15 months of the date of the Shareholders meeting resolution and exercisable within 18 months of the same date; (d) through the purchase and sale of derivative instruments traded on regulated markets that involve the physical delivery of the underlying shares in accordance with the provisions contained in Art. 144-bis of the Rules for Issuers, as well as in accordance with the provisions of Art. 5 and 13 of the EU Regulation no. 596/2014.

The main reasons why the authorization is renewed are: (i) to fulfill the obligations deriving from any share option programs or other assignments of shares of the Company to employees or members of the administrative bodies of Sogefi S.p.A. or subsidiaries, as well as fulfill any obligations arising from any debt instruments convertible or exchangeable with equity instruments; (ii) to dispose of a portfolio of treasury shares to be used as consideration in any extraordinary transactions, including exchange of shareholdings, with other parties in the context of transactions of interest to the Company (so-called “securities warehouse”); (iii) to carry out activities to support market liquidity, optimizing the capital structure, remunerating shareholders in particular market situations, all within the limits established by current legislation; (iv) to seize opportunities for value creation, as well as efficient use of liquidity in relation to market trends; (v) for any other purpose that the competent Authorities may qualify as market practices permitted pursuant to the applicable European and domestic regulations, and with the methods established therein.

As of today, the Company owns n. 1,465,574 treasury shares, equal to 1.22% of the share capital.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The Shareholders’ Meeting also appointed the members of the Board of Statutory Auditors of the Company for the three years 2024-2026. The Effective Auditors are Daniela Delfrate (Chairman of the Board of Statutory Auditors), Gaetano Rebecchini and Rita Rolli. The Alternate Auditors are Luigi Borré, Anna Maria Allievi and Franco Aldo Abbate. 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 the Alternate Auditor Franco Aldo Abbate, who were selected from the minority list presented by Navig S.a.s.

All members of the Board of Statutory Auditors have declared that they possess the independence requirements pursuant to art. 148 of the TUF and to Corporate Governance Code issued by the Italian Stock Exchange. The Board of Statutory Auditors verified the existence of these requirements.

RENEWAL OF PROXY TO THE BOARD OF DIRECTORS

In extraordinary session, the Shareholders’ Meeting, after revocation of the existing delegation, granted new proxy to the Board of Directors (i) for capital increases, also with exclusion or limitation of the right of option pursuant to art. 2441 IV and V paragraphs of the Civil Code, up to a maximum amount of €100 million, (ii) for capital increases in favor of directors and employees of the Company and its subsidiaries, for a maximum amount of €5.2 million, and (iii) for the issuing, even with the exclusion of the right of option, and in this case in favor of institutional investors, convertible bonds or with accessory rights of share allocations, even with foreign currency, with a corresponding increase in share capital, up to a maximum amount of €100 million.

Publication of the resolution proposal on integration of Statutory Auditors – appointment of an Alternate Auditor

Milan, 15 April 2024 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 29, 2024, 10.00 a.m., at a single calling, it is announced that the resolution proposal submitted by F.lli De Benedetti S.p.A. related to the 5. item on the agenda – ordinary part “Integration of the Board of Statutory Auditors through the appointment of an Alternate Auditor” 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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CIR: results for the year 2023

  • Consolidated revenues up by 6.9% on 2022, at € 2,379.8, +10% million in the healthcare sector and +5.5% in the automotive sector (+9.1% at constant exchange rates)
  • Consolidated EBITDA at € 352.2 million, +18.9% on 2022
  • Consolidated net income at € 32.8 million
  • Net financial position of the parent company positive and substantially unchanged at € 314.4 million; sizeable reduction in the debt of the industrial subsidiaries (-€ 70 million)
  • CIR and its subsidiaries reached the objectives set out in their sustainability plans
  • Proposal to not distribute dividends but to renew the authorization to carry out buyback for a maximum of 208,000,000 shares, with cancellation of own shares held in the portfolio, without any reduction of the share capital


Milan, 11 March 2024 – 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 financial statements of the group as of 31 December 2023, as presented by Chief Executive Officer Monica Mondardini.

Consolidated results

In 2023 the CIR group achieved a net improvement in its consolidated results.

Revenues rose to € 2,379.8 million, posting an increase of 6.9% on 2022, with positive dynamics in both sectors of the group’s business.

The consolidated gross operating margin (EBITDA) for 2023 came in at € 352.2 million (14.8% of revenues), up from € 296.2 million in the same period of 2022 (13.3% of revenues). The higher EBITDA was due to the increase in revenues and profitability of both KOS and Sogefi, as illustrated in more detail below.

The consolidated operating result (EBIT) came to € 146.2 million, up by 74.3% from € 83.9 million in 2022.

The consolidated net result was a positive € 32.8 million, versus breakeven in 2022, with increases in all of the businesses.

Consolidated net debt before IFRS16 declined to € 17.8 million at 31 December 2023 from € 81.8 million at 31 December 2022:

  • The net financial debt of the subsidiaries was € 332.2 million versus € 402.2 million at 31 December 2022;
  • The net financial position of the Parent Company (including the subsidiaries CIR Investimenti and CIR International) was positive for € 314.4 million, down slightly from the figure at 31 December 2022 (€ 320.4 million) as an effect of the buyback of own shares for € 14.0 million.

The consolidated net financial debt including the IFRS16 liabilities amounted to € 871.5 million at 31 December 2023, including rights of use of € 853.7 million, mainly referring to the subsidiary KOS (€ 788.8 million), which operates principally in leased premises.

The shareholders’ equity of the Group stood at € 753.6 million at 31 December 2023 (€ 743.4 million at 31 December 2022).

KOS

KOS’s business activity, which was strongly hit by the consequences of the pandemic, has been reporting a gradual recovery since the middle of 2021; in 2023 the Functional and Psychiatric Rehabilitation sector was running to full capacity again and as for the nursing-home sector the return to full occupancy, both in Italy and in Germany, should be completed during 2024.

Revenues for 2023 came in at € 751.9 million, posting a 10.0% rise on 2022, thanks to the recovery in all of the sectors: +12.1% for NHs (nursing homes) in Italy and +15.4% for NHs in Germany, where the increased revenues also include an adjustment of tariffs, and +7.2% for Functional and Psychiatric Rehabilitation.

EBIT rose to € 53.0 million from € 30.3 million in 2022, despite the end of the significant support still guaranteed in 2022 by the German healthcare system to social healthcare providers. The increase in the operating result was due to the higher level of activity, the adjustments to tariffs, the recovery of operating efficiency, thanks to the higher level of occupancy and to the “normalization” of the public health situation, and the inversion of the trend of energy costs compared to 2022.

The net result was a positive € 11.7 million (-€ 0.8 million in 2022). The net result in Italy showed a distinct recovery, although it was still lower than pre-crisis levels; performance was more critical in Germany, where the results of the subsidiary Charleston, as was the case for the entire sector in which it operates, reflect the end of the significant subsidies paid out in the previous year and an adjustment of tariffa insufficient to cover the higher costs incurred during the two-year period 2022-2023, which particularly affected healthcare costs.

Free cash flow before the application of IFRS16 was positive for € 46.4 million: operating cash flow amounted to € 15.7 million, income of € 36.8 million was recorded on the sale of assets (sale of the Indian business in the Diagnostics and Cancer Care sector and of properties in Italy).  Investments were made in development for an amount of € 6.1 million.

Net debt, excluding liabilities resulting from the application of IFRS16, totalled € 131.9 million at year-end 2023 (€ 178.3 million at year-end 2022); total net debt, including the IFRS16 liabilities, stood at € 920.7 million.

On 28 June 2023 the sale was completed of the Diagnostics and Cancer Care business in India, thus concluding the refocusing strategy begun in 2020 with the sale of Medipass. The equity value of the sale, net of transaction costs, was € 18.6 million with a net capital gain of € 1.5 million.

The Board of Directors of KOS S.p.A. voted to propose that the Annual General Meeting of the Shareholders, scheduled for 24 April 2024, distribute a dividend for a total amount of € 11.7 million. CIR’s share of the dividend entitlement is € 7.0 million.

In 2024, it is expected that business will return to full operating capacity in all sectors, including the NHs, and that the return to profit will continue thanks to the increase in saturation, the ramp-up of the numerous greenfield projects developed in the last few years and to the recovery plan in progress in Germany, which rests on the assumption that the country’s health system will allow gradual increases in fees to compensate for the increase in costs over the last three years.

Sogefi   

In 2023 the automotive market recorded a vigorous recovery, with world production of motor vehicles posting growth of 9.4% compared to 2022 and progress made in all geographical areas: +12.5% in Europe, +9.5% in NAFTA, +9.4% in China, +6.3% in India and +3.5% in Mercosur. Global production for the year reached the volumes of 2019 (+1.2%), thanks to China (+17.2%) and India (+29.5%), while particularly Europe is still lower (-13.0%), as are Mercosur (-9.6%) and NAFTA (-4.1%). On the production cost front, tensions eased in the commodity and energy markets while labour costs were affected by the inflation recorded in the last two years.

The Group’s consolidated revenues were € 1,627.9 million grew by 5.5% compared to 2022 and by 9.1% at constant exchange rates, which reflects the higher production volumes (+6.1%) and higher selling costs (+2.8%).

EBIT, amounting to € 105.2 million, was up by 49.2%, with an EBIT margin at 6.5% of sales, up from 4.6% in 2022.

Net income was € 57.8 million (+95.4% versus € 29.6 million in 2022).

Free cash flow was positive for € 37.9 million (€ 29.3 million in 2022) and net debt (before IFRS16) declined to € 200,7 million at 31 December 2023, from € 224.3 million at 31 December 2022 (due to the free cash flow generated and net of the dividends paid to minority shareholders and the fair value of derivatives).  

Commercial activity was positive for all divisions too, both in terms of the total value of the contracts acquired and in terms of mix, with 31% of the value of the new contracts acquired during the year being for e-mobility. Significant new contracts were awarded in North America, Europe and China.

The Group has an ambitious plan of development for the Air & Cooling sector particularly in thermal management products destined for the Electric Vehicle sector. It is also engaged in a turn-around plan for the Suspensions division after the loss of profitability caused by the increased production costs, which have not been entirely compensated by the price adjustments and the action taken over the last three years to rationalize the production structure.

The Board of Directors of Sogefi S.p.A. has voted to propose that the Annual General Meeting of the Shareholders, to be held on 22 April 2024, distribute a dividend for a total amount of € 23.7 million. CIR’s share of the dividend entitlement amounts to € 13.4 million.

Financial Management

In 2023, global stock and bond markets experienced a strong recovery after the extremely negative performance of 2022 and bond yields turned positive again following the various hikes in interest rates implemented by the central banks to combat inflation.

Management of the financial assets of the parent company and the financial subsidiaries gave a return of 1.4%, versus -1.3% in 2022. More specifically, liquid assets (bonds, hedge funds, shares) gave a return of +3.7%, while the remaining part of the portfolio (Private Equity and minority shareholdings) reported a correction partly due to the evolution of the euro/dollar exchange rate.

ESG plans and performance

In 2023 the CIR group achieved the objectives set out in the sustainability plans of the Company and its subsidiaries.

Progress was reported on the front of the sustainability of business and innovation with KOS continuing to roll out its programme aimed at ensuring a permanent improvement in quality care and service, and with Sogefi increasing the part of its sales and R&D investment relating to e-mobility products.

Regarding the eco-compatibility of processes, both operating companies improved their performance, reducing waste and/or increasing recycling of the same, and Sogefi also further reduced its energy intensity and increased its use of renewable energy.

On the subject of human resources management, there was an increase in the number of hours destined for the training of personnel and action continued to guarantee that equal treatment is monitored in all countries where there are operations. There was also an increase in the number of initiatives for fostering social involvement at local level.

Lastly, ESG criteria were introduced in the management of the financial assets of the parent company CIR.

Significant events that have occurred since 31 December 2023

On February 23 2024 the subsidiary Sogefi signed a put-option agreement with the US Investment Fund Pacific Avenue, on the strength of which two acquisition vehicles that refer back to the aforementioned fund have unilaterally, unconditionally and irrevocably undertaken to buy, in the event of Sogefi exercising the put option, the entire share capital of Sogefi Filtration S.A. and Sogefi USA Inc., i.e. the Filtration business unit consolidation perimeter. Exercise of the put option by Sogefi and the signing of the purchase and sale agreement relating to the described sale of the Filtration division may take place only once the consultation procedure with the trade union representatives, required by French law, has taken place. Completion of the deal is in any case subject to obtaining FDI (Foreign Direct Investment) authorization in Slovenia and antitrust authorization in Morocco. The transaction is expected to complete by the end of August 2024.

The price of the Transaction is based on an enterprise value of € 374 million, corresponding to an equity value, to be settled entirely in cash, estimated today at approximately € 330 million, which would be set at the closing according to a bridge to equity calculation, which takes into account adjustments based on Working Capital and Net Financial Position, in line with the standards for this kind of transaction. Based on the estimated Equity Value, the deal would give rise to a capital gain which, based on the balance sheet values at 31 December 2023, would amount to approximately € 130 million.

The strategic rationale of the Transaction for Sogefi is as follows: above all, the transaction makes it possible to realize the value of the filtration division in a phase in which the latter has achieved unprecedented results, following a programme that has involved the disposal of unprofitable assets, commercial development and increased profitability, in a market environment favourable for the Aftermarket channel. The transaction also reduces the powertrain component in the group’s asset portfolio, making Sogefi less exposed to risks relating to the transition to e-mobility. It also makes it possible to reduce the complexity and diversification of the group and to focus on the two high-potential sectors of Suspensions, currently in a turnaround phase, and Air and Cooling, a business that has reported positive results that are continuing to improve, with a view to achieving ambitious growth. Lastly, the group will have a very solid financial and capital position which will enable it to make further investments in the development of the EV market, investments that have already been identified and are currently in progress, as it will be able to count on at least part of the financial resources resulting from the envisaged sale.

Subject to exercise of the put option by Sogefi and completion of the Transaction, the proceeds of the sale, estimated at approximately € 330 million, may for at least 50% be used to reduce debt while, for the remaining part, the Board of Directors of Sogefi will decide whether to propose that it be distributed.

Outlook for the year

As far as KOS is concerned, in an environment in which the public health and operational problems caused by the pandemic are coming to an end, it is expected that in 2024 the full operating levels that have already been restored should be maintained for the Rehabilitation and Acute sectors, whereas occupancy should continue to increase for the NHs in Italy and Germany, reaching regime levels by the end of 2024, with the exception of facilities currently being ramped up. Because of the inflationary dynamics present in the sector and in the general economy over the last three years, for a return to normal profitability it will be necessary to gradually increase tariffs, especially in Germany. In the absence of any facts or circumstances that could make the climate more complex than it is at present, KOS’s operating results for 2024 should show an improvement on those of last year.

As for the automotive market, in which Sogefi operates, visibility as to the trend for 2024 remains limited due to uncertainty regarding the macroeconomic and geopolitical environment. S&P Global (IHS) predicts that, after the growth recorded in 2023, world car production will remain substantially stable (-0.5%), with Europe declining by 1.9%, China in line with 2023 and marginal growth in the other geographical areas.

As far as commodity and energy prices are concerned, the early months of 2024 have confirmed a certain stability, already seen in the second half of 2023, but prices remain exposed to the risk of volatility caused by geopolitical tensions. The pressure of inflation on labour costs also remains a source of tension in certain geographical areas.

In this scenario Sogefi is constantly monitoring performance in the various geographical areas and seeking fair agreements on selling prices with all its customers.  

In the absence of any factors that could cause the deterioration of the macroeconomic scenario compared to today, for 2024 it is expected that there will be low single-digit growth in revenues, higher than that forecast for the automotive market, and operating profitability, excluding non-recurring charges, at least in line with that reported for the year 2023. In the event of the deconsolidation of the Filtration division from the perimeter of the ongoing consolidated businesses (Suspensions and Air & Cooling), the same evolution of revenues as that described above is to be expected, with an increase in operating profitability and a positive net result.

As regards the management of the holding company’s financial assets, given the continuing uncertainty linked to the geopolitical, macroeconomic and financial scenarios, conditions of high volatility are expected to continue.

Dividend proposal

The Board of Directors has decided to propose to the Annual General Meeting of the Shareholders that no dividend be distributed, in the belief that in current market conditions continuing to implement the policy of buying back the Company’s own shares, as has been the case in recent years, is the most effective way of distributing to the Shareholders.

Annual General Meeting of the Shareholders

The Board of Directors has authorized the Chairman to proceed, within the timeframes established in the rules applicable, to call the Annual General Meeting of the Shareholders, in an ordinary and an extraordinary session, at a single calling, for 29 April 2024, establishing that the following proposals, among others, will be submitted:

  • to approve the Financial Statements for the year of CIR S.pA. – Compagnie Industriali Riunite, accompanied by the Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the firm of legal auditors;  
  • after first revoking the existing authorization (for the part not utilized), to renew the authorization of the Board of Directors, for a period of 18 months, to buy back a maximum of 208,000,000 own shares, equal to 18.79% of the share capital, and 19.86% of the share capital after cancellation of 60,000,000 shares as per below, it being understood that, including in the calculation the own shares already owned even through subsidiaries, the number of the shares bought back (and not cancelled) must not in any case exceed 20% of CIR’s share capital.
  • To cancel 60,000,000 CIR shares, without a nominal value, held by the Company, without a reduction in the share capital, and to cancel any CIR own shares that may be bought back on the strength of the AGM authorization granted in the ordinary session, without a reduction in the share capital, up to a maximum overall number of CIR shares no greater than 208,000,000 shares, however with an exception made for the own shares which, together with any own shares already held in the Company’s portfolio, may be necessary from time to time to cover commitments resulting from outstanding stock grant plans;
  • to approve a Stock Grant Plan for 2024 aimed at employees of the company and its subsidiaries, in the terms that will be defined by the Board of Directors and disclosed to the market in good time for legal obligations;
  • to appoint an Alternate Auditor, to make up the minimum number of alternate Auditors established in the Company Bylaws, followingthe vacancy of a position.

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.