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

Milan, April 9, 2026 – In relation to the offer document filed with Consob on  March 27, 2026, (the “Offer Document”) concerning the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (the “Offeror”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Regulation adopted by Consob with resolution no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”) on a maximum amount of 50,000,000 shares of the Offeror, with no par value and fully paid-up, the Offeror announces that on April 8, 2026 Consob requested certain additional information, ordering the suspension of the investigation period for the approval of the Offer Document until such additional information is provided and, in any event, for a period not exceeding 15 days from  the date of suspension.

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

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

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

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

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

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

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

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

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

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

Section 2 – Candidates for the position of Alternate Auditor

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

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

  1. Cinti Gianluca

Section 2 – Candidate for the position of Alternate Auditor

  1. Beretta Daniele

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

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

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

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

1.    De Benedetti Rodolfo

2.    Mondardini Monica

3.    De Benedetti Marco

4.    De Benedetti Edoardo

5.    Pasinelli Francesca (*)       

6.    Oliveri Elisabetta (*)

7.    Marsilio Marta (*)

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

1.    Nizzi Tommaso (*)

2.    Zaffaroni Guglielmo (*)

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

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

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