Milan, 9 March 2026. Pursuant to and for the purposes of Article 102, paragraph 1, of the TUF and Article 37 of the Issuers’ Regulations, CIR S.p.A. (the “Offeror” or the “Issuer” or “CIR” or the “Company“) hereby announces its decision, approved today unanimously by the Board of Directors, to launch a voluntary partial tender offer to buy, in accordance with the terms of Articles 102 and following articles of the TUF a maximum of 50,000,000 shares of CIR S.p.A., shares with no indication of par value, fully paid up (the “Shares”), listed on the Euronext Milan Market (“Euronext“) organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana“), equal to 5.458% of the share capital of CIR (the “Offer“).
The Offer is addressed indiscriminately to all holders of CIR Shares and does not concern the own shares currently held by the Issuer, which are therefore excluded from the Offer.
The Offer is not conditional on reaching a minimum number of acceptances.
The Shares acquired by CIR under the Offer will be intended for the creation of a securities portfolio that may be used in the ways and within the limits established by the shareholders’ assembly authorization, subject to revocation of the resolution to cancel the shares adopted by the extraordinary assembly on 28 April 2025.
In the event of acceptances to the Offer for a total number of shares exceeding the maximum number of shares subject to the Offer itself, an allocation will be made according to the proportional method so that CIR will buy the same percentage of the Shares being offered from each shareholder taking part in the Offer as that of their original holding.
Pursuant to Article 102, paragraph 3, of the TUF, the Offeror shall, within twenty days of this announcement, transmit to Consob the Offer Document (the “Offer Document“) for publication, and reference should be made to this document for further details of the Offer. Below are the essential elements of the Offer and the purposes that it aims to achieve.
