Maggio

Shares tendered amounting to no. 32,191,925

Milan, May 28, 2026 – With reference to the voluntary public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Regulation adopted by Consob with resolution no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”) on a maximum amount of 50,000,000 shares of the Offeror, with no par value and fully paid-up, the Offeror hereby announces the final results.

Terms used with an initial capital letter in this press release, unless otherwise defined, have the meaning attributed to them in the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF by Resolution no. 23957 of 22 April 2026 (the “Offer Document”).

Final results of the Offer

Based on the final results of the Offer, as communicated by Equita SIM S.p.A., acting as the Intermediary responsible for coordinating the collection of acceptances, a total of 32,191,925 Shares, representing approximately 64.4% of the Shares Subject to the Offer and approximately 3.51% of the Issuer’s share capital, were tendered.

Taking into account the final results of the Offer, on the Payment Date the Offeror will acquire 32,191,925 Shares, corresponding to 3.51% of the share capital, for a total consideration of Euro 22,534,347.50.

Given that, on the basis of the final data of the Offer, the Issuer will purchase no. 32,191,925 Shares, taking into account the no. 56,720,488 Treasury Shares held by CIR as of the Offer Document Date, equal to 6.19% of CIR’s share capital, as well as the exercise, during the period, of Stock Grant Plans for no. 171,261 shares, on the Payment Date the Issuer will hold a total of no. 88,741,152 Treasury Shares, equal to 9.69% of the share capital.

It should be noted that, in the period between the date of the Offer Document and today’s date, the Offeror has not, either directly or indirectly, made any purchases of CIR shares outside the Offer.

Fulfilment of the Conditions for the Offer to be Effective

In accordance with the provisions of the Offer Document, the validity of the Offer is not conditional upon the achievement of a minimum number of acceptances.

Please note that on 26 May 2026, the Offeror announced that the Conditions for the Offer to be Effective had been satisfied.

The Offer is therefore effective.

Payment of the price

The New Price, amounting to Euro 0.70 for each Share tendered in acceptance of the Offer and actually collected upon its completion, will be paid to the Accepting Shareholders on 1 June 2026, corresponding to the fifth Trading Day following the end of the Acceptance Period, upon the simultaneous transfer of ownership of such Shares to the Offeror.

Payment of the New Price for the Shares tendered and actually withdrawn upon completion of the Offer will be made in cash. The New Price will be paid by the Offeror, through the Intermediary responsible for coordinating the collection of acceptances, to the Appointed Intermediaries, who will transfer the funds to the Depositary Intermediaries, so that they may arrange for the transfer to the Tendering Shareholders in accordance with the instructions provided by the Tendering Shareholders themselves (or their authorized representatives) at the time of acceptance and in the manner specified therein.

The Offeror’s obligation to pay the New Price due for the Shares tendered in the Offer shall be deemed to have been fulfilled upon the crediting of the relevant funds to the Appointed Intermediaries. The risk that the Appointed Intermediaries or the Custodian Intermediaries fail to transfer such funds, or delay their transfer, therefore remains solely with the parties accepting the Offer.

On the Payment Date, the Intermediary responsible for coordinating the collection of acceptances shall transfer the total Shares tendered in acceptance of the Offer to a securities custody account in the name of the Offeror.

From the Payment Date, participants in the Offer will no longer be able to exercise property rights (such as the right of option and the right to dividends) and administrative rights (such as the right to vote) relating to the Shares tendered.

For further information, please refer to the Offer Document and the Acceptance Form, available on the Company’s website at www.cirgroup.it in the “Governance/Voluntary Partial Public Tender Offer for CIR Treasury Shares” section.

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Milan, 26 May 2026 – CIR S.p.A. announces that the minutes of the Ordinary and Extraordinary General Meeting of the Shareholders held on 27 April 2026 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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Milan, 26 May 2026 – With reference to the voluntary partial public tender (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to Article 102 et seq. of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented (“TUF”), and Article 37 of the Regulations adopted by Consob by Resolution No. 11971/99, as amended and supplemented (“Issuers’ Regulations”), for a maximum of 50,000,000 shares of the Offeror, of no par value and fully paid up, the Offeror hereby announces that the Conditions for the Offer to be Effective referred to in Section A, Paragraph A.1 of the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF by Resolution no. 23957 of 22 April 2026 (the “Offer Document”), have been fulfilled today.

In light of the above, the Offer is to be considered fully effective.

The press release concerning the final results of the Offer will be published by 7.29 am on 29 May 2026.

For further information regarding the Offer, please refer to the Offer Document, containing a detailed description of the terms and conditions of the Offer, which has been made available to the public, together with the acceptance form, for consultation at the registered office of CIR in Milan, Via Ciovassino, no. 1, as well as at the offices of the Intermediary responsible for coordinating the collection of tenders, Equita SIM S.p.A., and at the offices of the appointed intermediaries Equita SIM S.p.A., Banca Monte dei Paschi di Siena S.p.A., and BNP Paribas, Italian Branch, as well as on the Issuer’s website at www.cirgroup.it in the section “Governance/Voluntary partial public tender offer for CIR treasury shares”.

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Shares tendered amounting to no. 32,191,925.

Based on preliminary data available at the close of the offer period, the voluntary partial public tender offer launched by CIR for 50,000,000 of the Company’s own shares has collected tenders for a total of 32,191,925 shares.

In light of the preliminary data the treasury shares held by CIR, following the purchase of tendered shares, will represent approximately 9.69% of the share capital.

Milan, 25 May 2026 – With reference to the voluntary partial public tender (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to Article 102 et seq. of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented (“TUF”), and Article 37 of the Regulations adopted by Consob by Resolution No. 11971/99, as amended and supplemented (“Issuers’ Regulations”), for a maximum of 50,000,000 shares of the Offeror, of no par value and fully paid up, the Offeror hereby announces that today the acceptance period for the Offer (the “Acceptance Period”) has ended.

Terms used with an initial capital letter in this press release, unless otherwise defined, have the meanings attributed to them in the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF by Resolution no. 23957 of 22 April 2026 (the “Offer Document”).

The Offer was made for a maximum of 50,000,000 CIR shares (the “Shares”) listed on the Mercato Telematico Azionario (identification codes: ISIN IT0000070786, XXITV0000172, XXITV0000180 and ISIN IT0005241762). The Price for each Share tendered and purchased was initially set at Euro 0.68. On 15 May 2026, as announced in a press release, the Offeror announced to the market, pursuant to and for the purposes of Article 43, paragraph 1, of the Issuers’ Regulations, of its decision to increase the Price from Euro 0.68 to Euro 0.70 and, therefore, by Euro 0.02 (+2.94%), for each Share tendered in acceptance of the Offer (the “New Price”).

Based on the provisional results of the Offer announced by Equita SIM S.p.A., acting as the Intermediary responsible for coordinating the collection of tenders, a total of 32,191,925 Shares, representing approximately 64.4% of the Shares Subject to the Offer and approximately 3.51% of the Issuer’s share capital.

The validity of the Offer is subject to:

• the absence, by the first Trading Day following the end of the Acceptance Period, of (i) extraordinary events or situations at national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already in existence as at the Date of the Offer Document and which have substantially prejudicial effects on the Offer, on the business conditions and/or the financial, economic and/or capital conditions of CIR and/or the companies forming part of the CIR Group, or (ii) acts, facts, circumstances, events or situations not already in existence on the date of publication of the Offer Document and such as to cause a prejudice that materially affects the Offer, on the business conditions and/or the financial, economic or capital conditions of CIR and/or the CIR Group, as set out in the Annual Financial Report as at 31 December 2025, published on 3 April 2026 (the “MAC Condition”); and/or
• the failure to adopt and/or publish, by the first Trading Day following the end of the Acceptance Period, by institutions, bodies or competent authorities, of legislative, administrative (including obligations to make a takeover bid pursuant to Articles 106 et seq. of the TUF) or judicial acts or measures such as to preclude, limit or render more onerous, in whole or in part, even on a temporary basis, the ability of CIR and/or the CIR Group to complete the Offer;

((A) e (B), collectively, the “Conditions for the Offer to be Effective”).

Whether or not the Conditions for the Offer to be Effective are met, or any decision to waive them, will be announced in a press release to be issued by the Offeror by 7.29 a.m. on 27 May 2026, whilst the results of the Offer will be announced in a press release to be issued by the Offeror by 7.29 am on 29 May 2026, i.e. the Trading Day preceding the Payment Date, in accordance with Article 41, paragraph 6, of the Issuers’ Regulations, on the CIR website (www.cirgroup.it in the dedicated section “Governance/Voluntary partial takeover bid for CIR treasury shares”) and in accordance with the additional procedures set out in Article 38, paragraph 2, of the Issuers’ Regulations.

It should be noted that, in the period between the date of the Offer Document and today’s date, the Offeror has not, either directly or indirectly, made any purchases of CIR shares outside the Offer.

The New Price due to the holders of Shares tendered in acceptance of the Offer during the Acceptance Period and purchased, amounting to Euro 0.70 per Share, will be paid to those accepting the Offer on 1 June 2026, corresponding to the fifth Trading Day following the end of the Acceptance Period, upon the simultaneous transfer of ownership of such Shares to the Offeror.

Given that, based on the provisional results of the Offer, the Issuer would acquire no. 32,191,925 Shares, and taking into account the 56,720,488 Own Shares held by CIR as at the Offer Document Date, equal to 6.19% of CIR’s share capital, as well as the exercise of Stock Grant Plans in the period for no. 171,261 shares, following the outcome and effect of the Offer, the Offeror would hold a total of no. 88,741,152 Own Shares, equal to 9.69% of the share capital.

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Milan, 15 May 2026 – With reference to the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (“CIR” or the “Offeror” or the “Issuer”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Regulation adopted by Consob with resolution no. 11971/99, 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, as set out in the offer document published on 24 April 2026 (the “Offer Document”), the Offeror announces the following.

Capitalized terms used in this press release, unless otherwise defined herein, shall have the meaning ascribed to them in the Offer Document.

The Offeror announces, pursuant to and for the purposes of article 43, paragraph 1, of the Issuers’ Regulation, its decision to increase the Price from Euro 0.68 to Euro 0.70, i.e., by Euro 0.02 (+2.94%), for each Share tendered to the Offer (the “New Price”).

The New Price incorporates a premium of 2.99% over the official price of the Shares recorded on the Reference Date, i.e. 6 March 2026, equal to Euro 0.6797.

In light of the foregoing, Paragraphs E.1.1, E.1.2, E.2, E.3 and E.4 of the Offer Document, as last updated on the basis of the New Price, are set out in the appendix to this press release.

Furthermore, the maximum aggregate disbursement of the Offer, in light of the New Price (equal to Euro 0.70), taking into account the maximum number of Shares subject to the Offer (equal to a maximum of 50,000,000 Shares), will amount to a maximum of Euro 35,000,000. In this regard, it is confirmed that the Offeror has submitted to Consob, pursuant to article 37-bis of the Issuers’ Regulation, the guarantee letter for the exact fulfilment of the payment of the New Price of the Offer (so-called“cash confirmation letter”).

It is also announced that, in view of the increase of the Price and, therefore, of the New Price of the Offer, pursuant to article 43, paragraph 1, of the Issuers’ Regulation, the acceptance period, as agreed with Borsa Italiana S.p.A., is extended until 25 May 2026 (“New Acceptance Period”). Therefore, 25 May 2026 shall be, unless further extended, the closing date of the New Acceptance Period. The Payment Date of the New Price will be 1 June 2026.

Please Download the full Press Release for further details

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