CIR

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- 17:47 CEST

Press release pursuant to article 41, paragraph 6, of the Issuers’ Regulations – Final results of the voluntary partial tender offer

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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- 17:44 CEST

Clarification with reference to the press release issued on May 25, 2026  regarding the new CEO and General Manager of the KOS Group

Milan, May 27, 2026 – With reference to the press release issued on May 25, 2026, it is hereby clarified that KOS S.p.A., a subsidiary of CIR, and Mr. Giuseppe Vailati Venturi, its Chief Executive Officer and General Manager until May 31, 2026, have reached a mutual agreement to terminate their relationship, in order to allow the KOS Group to promote new management profiles, consistent with the company’s plans, and at the same time allow the manager to take on new professional challenges.

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- 18:05 CEST

AGM minutes and Company Bylaws filed

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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- 17:50 CEST

Press release pursuant to Article 36 of the Issuers’ Regulations – Fulfilment of the Conditions for the Offer to be Effective

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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- 17:50 CEST

Press release pursuant to Article 36 of the Issuers’ Regulations – Preliminary results of the voluntary partial public tender offer

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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- 17:42 CEST

Giuseppe Motta appointed new CEO and General Manager of the KOS Group

Milan, May 25, 2026 – CIR announces that Mr. Giuseppe Vailati Venturi, CEO and General Manager of KOS S.p.A., a subsidiary of CIR, will leave the company on May 31, 2026, after 23 years of service. The Company thanks him for his service and wishes him all the best in his future endeavours.

The Board of Directors of KOS S.p.A. has appointed Mr. Giuseppe Motta as CEO and General Manager of the KOS Group, effective June 1, 2026.

Mr. Giuseppe Motta, 48, graduated in Business Economics from Bocconi University and has been working at KOS since 2005. He served as Director of Management Control and, since 2022, as General Manager of the Nursing Homes Italy Division, which he successfully managed, ensuring the sustainable development of operations in the challenging post-Covid environment. The Board of Directors of KOS extends its best wishes to Mr. Giuseppe Motta.

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- 18:11 CEST

Press release pursuant to articles 36 and 43 of the Issuers’ Regulation – Increase of the Price

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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- 16:17 CEST

Shareholders’ Meeting Approves 2025 Financial Statements

New Board of Directors appointed. Rodolfo De Benedetti confirmed as Chairman and Monica Mondardini as Chief Executive Officer. Independent director Marta Marsilio joins the Board

New Board of Statutory Auditors for the 2026–2027–2028 three-year term: Gianluca Cinti (Chairman), Maria-Maddalena Gnudi, and Francesco Mantegazza

Milan, 27 April 2026 – The Shareholders’ Meeting of CIR S.p.A. – Compagnie Industriali Riunite was held today in Milan under the chairmanship of Rodolfo De Benedetti, in both ordinary and extraordinary session.

Pursuant to applicable law and in compliance with Article 8 of the Bylaws, shareholders’ participation in the Shareholders’ Meeting took place exclusively through the designated representative, appointed pursuant to Article 135-undecies of Legislative Decree No. 58 of February 24, 1998 (the “TUF”) and identified as Monte Titoli S.p.A..

Approval of the 2025 Financial Statements

The Shareholders’ Meeting approved CIR’s 2025 financial statements. As a reminder, the Group closed the year with consolidated revenues of €1,800.9 million (€1,821.1 million in 2024), consolidated gross operating margin of €274.1 million (€272.1 million in 2024), and consolidated net profit of €28.4 million (net profit of €132.2 million in 2021).

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

Appointment of the Board of Directors

The Shareholders’ Meeting appointed Rodolfo De Benedetti, Monica Mondardini, Marco De Benedetti, Edoardo De Benedetti, Francesca Pasinelli, Elisabetta Oliveri, Marta Marsilio, and Tommaso Nizzi.
The directors were elected from the slate submitted by the majority shareholder F.lli De Benedetti S.p.A., holding 41.206% of the share capital, except for Tommaso Nizzi, elected from the minority slate submitted by Navig S.a.s. of Giorgio Zaffaroni, holding 2.729% of the share capital.
The curricula vitae of the directors are available on the website www.cirgroup.it.
During the Meeting, Chairman Rodolfo De Benedetti and CEO Monica Mondardini thanked the outgoing directors Philippe Bertherat and Maria Serena Porcari, as well as the outgoing Chairman of the Board of Statutory Auditors Giovanni Barbara, for their service to the Company.

Appointment of the Board of Statutory Auditors

The Meeting also appointed the members of the Board of Statutory Auditors for the 2026–2027–2028 term. The standing auditors are Gianluca Cinti (Chairman), Maria-Maddalena Gnudi, and Francesco Mantegazza. The alternate auditors are Antonella Dellatorre, Gaetano Rebecchini, and Daniele Beretta.The auditors were elected from the slate submitted by the majority shareholder F.lli De Benedetti S.p.A., except for Chairman Gianluca Cinti and alternate auditor Daniele Beretta, elected from the minority slate submitted by Navig S.a.s. of Giorgio Zaffaroni.
The curricula vitae of the auditors are available on the website www.cirgroup.it

Remuneration Policy and Stock Grant Plan

The Shareholders’ Meeting approved, by majority, the first section of the “Report on the remuneration policy and compensation paid” and expressed a favorable vote, also by majority, on the second section of the report.
The Meeting also approved, by majority, the 2026 stock grant plan, intended for directors and/or executives of the Company and its subsidiaries, for a maximum of 2,700,000 conditional rights, each entitling beneficiaries to receive one CIR share free of charge.
The shares will be granted using treasury shares. The plan aims to align management interests with long-term value creation objectives and to retain key personnel.

Authorization to Purchase Treasury Shares

The Shareholders’ Meeting authorised the Board of Directors, for a period of 18 months, to purchase, in one or more tranches, up to a maximum of 125,000,000 (one hundred and twenty-five million) treasury shares, and to dispose of all or part of the Company’s treasury shares.
It is noted that on 9 March 2026 the Company launched a voluntary public tender offer (OPAV) to purchase up to 50,000,000 treasury shares, and on 24 April 2026 published the Offer Document, to which reference should be made for further information. Said OPAV was launched pursuant to the authorisation granted by the Ordinary Shareholders’ Meeting of 28 April 2025 and will continue under the authorisation granted by today’s Shareholders’ Meeting.
The maximum number of treasury shares held by the Company from time to time as a result of treasury share transactions, including the aforementioned OPAV, shall in any case not exceed the limit of 20% of the total number of shares comprising the share capital, in accordance with Article 2357, paragraph 3, of the Italian Civil Code.
Purchases and disposals of treasury shares shall be carried out in compliance with Article 5 of the Regulation and the Delegated Regulation, where applicable, and specifically: (i) through a public purchase or exchange offer; (ii) on regulated markets according to the operating procedures established in the market organisation and management regulations, which do not allow direct matching of buy orders with predetermined sell orders; (iii) through proportional allocation to shareholders of put options to be assigned within 15 months of the date of the shareholders’ meeting authorisation and exercisable within 18 months of that date; (iv) through the purchase and sale of derivative instruments traded on regulated markets that provide for physical delivery of the underlying shares, in compliance with the additional provisions contained in Article 144-bis of the Issuers’ Regulation issued by Consob, as well as pursuant to Articles 5 and 13 of EU Regulation 596/2014. With regard to the disposal (sale) of treasury shares held in portfolio, the submitted resolution provides that the Board of Directors shall have the power to determine from time to time, in accordance with applicable regulations and/or market practices recognised from time to time, the criteria for determining the relevant consideration, taking into account the execution methods employed, the share price performance in the period preceding the transaction, and the best interests of the Company.
Pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, as well as Article 132 of the TUF, the Authorisation is intended, in the interest of the Company, to: (i) fulfil obligations arising from any stock option programmes or other share grants to employees or members of the administrative bodies of CIR or its subsidiaries, as well as fulfil obligations potentially arising from any debt instruments convertible into or exchangeable for equity instruments; (ii) maintain a treasury share portfolio to be used as consideration in any extraordinary transactions, including share exchanges with other parties in the context of transactions of interest to the Company (“securities warehouse”), all within the limits of applicable law; (iii) support market liquidity, optimise the capital structure, and remunerate shareholders in particular market situations, all within the limits established by applicable law; (iv) seize value-creation opportunities and efficiently deploy liquidity in response to market conditions; (v) for any other purpose that the competent Authorities may qualify as accepted market practices under applicable European and domestic regulations, and in the manner established therein.
As of today, the Company holds a total of 56,720,488 treasury shares, equal to 6.19% of the share capital.

Revocation of the Resolution to Cancel Treasury Shares

In extraordinary session, the Shareholders’ Meeting revoked the resolution approved in extraordinary session on 28 April 2025 concerning the cancellation of treasury shares held in the Company’s portfolio as of the expiry date of the treasury share purchase authorisation granted on the same date by the Ordinary Shareholders’ Meeting. Consequently, the Shareholders’ Meeting resolved to repeal the second paragraph of Article 4 of the Company’s by-laws.

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Board of Directors Meeting

The Board of Directors, meeting after the Shareholders’ Meeting, confirmed Rodolfo De Benedetti as Chairman and Monica Mondardini as Chief Executive Officer of the Company. Attorney Antonio Segni was confirmed as Secretary of the Board of Directors.

Carlo De Benedetti and Franco Debenedetti were appointed Honorary Chairman and Honorary Vice-Chairman of CIR, respectively, in recognition of their contribution to the establishment and development of the Company.

The Board verified that the independence requirements were met by the directors who qualified as independent, namely Marta Marsilio, Tommaso Nizzi, Elisabetta Oliveri, and Francesca Pasinelli. Four out of eight directors are therefore independent.

The Board also acknowledged that the independence requirements for the members of the Board of Statutory Auditors were met, based on the verification carried out by that body.

The following committees were appointed: Nomination and Remuneration Committee (Francesca Pasinelli, Chair, Tommaso Nizzi, Elisabetta Oliveri); Control, Risk and Sustainability Committee (Elisabetta Oliveri, Chair, Marta Marsilio, Tommaso Nizzi); Related-Party Transactions Committee (Tommaso Nizzi, Chair, Marta Marsilio, Francesca Pasinelli); Lead Independent Director (Francesca Pasinelli).

Finally, in accordance with the shareholders’ meeting resolution, the Board executed the 2026 stock grant plan by granting 2,663,567 rights.

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- 12:33 CEST

Press release pursuant to article 38, paragraph 2, of the Issuers’ Regulation – Publication of the Offer Document

  • Price per share offered: Euro 0.68;
  • Acceptance period:from 8:30 a.m. (Italian time) on April 27, 2026 to 5:30 p.m. (Italian time) on May 18, 2026, included (unless the acceptance period is extended);
  • Date of payment of the price offered: May 25, 2026 (unless the acceptance period is extended).

Milan, April 24, 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, it is announced that Consob, with resolution no. 23957 of April 22, 2026, has approved the Offer document pursuant to Article 102, paragraph 4, of the TUF (the “Offer Document”).

It is also informed that the Offer Document, which contains a detailed description of the terms and conditions of the Offer as well as the procedures for participation, is being published today and 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 intermediary in charge of coordinating the collection of acceptances, Equita SIM S.p.A., in Via Filippo Turati no. 9, 20121, Milan, and at the offices of the Intermediaries Equita SIM S.p.A., Banca Monte dei Paschi di Siena S.p.A., e BNP Paribas, Italian Branch, as well as on the Issuer’s website at www.cirgroup.it in the “Governance/ Voluntary partial tender offer for CIR’s own shares” section.

It is further noted that, because the Offer is promoted by CIR, and therefore the Offeror and the Issuer are the same, the Issuer’s statement pursuant to Article 103, paragraph 3, of the TUF and Article 39 of the Issuers’ Regulation is not attached to the Offer Document.

Terms indicated with an initial capital letter shall have the meaning ascribed to them in the Offer Document.

The main elements of the Offer, as described in more detail in the Offer Document, are as follows:

Shares eligible for tender

The maximum number of 50,000,000 shares eligible for tender, which represent, as of the date of the Offer Document, 5.458% of CIR’ share capital. All shares (identification codes: ISIN IT0000070786, XXITV0000172, XXITV0000180 and ISIN IT0005241762), except for 56,720,488 treasury shares held by CIR as of the date of the Offer Document, representing 6.19% of the ordinary share capital, are eligible for tender subject to the Offer and may therefore be tendered.

Consideration

The consideration is Euro 0.68 per share and will be paid to the participants on the fifth trading day following the closing of the acceptance period, i.e., May 25, 2026 (unless extended), upon the simultaneous transfer of full ownership of the shares tendered. In the case of full acceptance of the Offer, the total disbursement will amount to Euro 34,000,000.00.

Conditions for the Offer to be effective

The validity of the Offer is subject to:

  • the failure, by the first Trading Day following the end of the Acceptance Period, of (i) extraordinary events or circumstances at national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already in existence on the Date of the Offer Document and which have substantially prejudicial effects on the Offer, on the operating 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 detriment 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) and (B), collectively, the “Conditions for the Validity of the Offer”).

The MAC Condition also specifically includes all events or situations listed in points (i) and (ii) above that may occur as a result of, or in connection with, the ongoing international political crises, such as the Russia-Ukraine political-military crisis, the Arab-Israeli-Middle East conflict and/or trade friction regarding tariffs between the United States of America and various countries, including those of the European Union and the People’s Republic of China, which, although in the public domain as at the Date of the Offer Document, could have adverse consequences for the Offer and/or for the patrimonial, economic, financial or operational position of the Offeror and its respective subsidiaries and/or associated companies and/or their regulatory capital adequacy, such as, by way of example only, the temporary suspension and/or closure of financial and production markets and/or commercial activities relating to the markets in which the Offeror or its parent companies, subsidiaries and/or associated companies operate, which have adverse effects on the Offer and/or result in changes to the patrimonial, economic, financial or operational position of the Offeror or its respective subsidiaries and/or associated companies and/or to their regulatory capital adequacy.

The Offeror may waive or amend the terms of the Conditions for the Validity of the Offer, in whole or in part, at any time and at its sole discretion, within the limits and in accordance with the procedures set out in Article 43 of the Issuers’ Regulations.

The Offer is not conditional upon the achievement of a minimum number of acceptances.

Acceptance Period

Pursuant to Article 40, paragraph 2, of the Issuers’ Regulation, the acceptance period for the Offer, agreed upon with Borsa Italiana S.p.A., will begin at 8:30 AM on April 27, 2026, and end at 5:30 PM on May 18, 2026, included, unless extended. Therefore, May 18, 2026, will be the last day to accept the Offer, unless extended.

Pro-Rata Allocation

If, at the end of the Acceptance Period, the total number of shares tendered in acceptance of the Offer exceeds the maximum number of Shares subject to the Offer (and the Conditions for the Validity of the Offer have been satisfied or waived), a Pro-Rata Allocation shall take place, pursuant to which the Offeror shall purchase from all Shareholders the same proportion (equal to the Allocation Coefficient) of the Shares tendered by them in the Offer.

If the shares tendered in acceptance of the Offer by a single Shareholder are identified by different identification codes, in order to protect the positions accrued in relation to the possibility of exercising enhanced voting rights, in the event of a Pro-Rata Allocation, the Offeror shall withdraw shares from each Accepting Shareholder in the following order of priority:

  • firstly, shares identified by ISIN code IT0000070786 shall be withdrawn;
  • secondly, shares pending registration in the CIR loyalty shareholders’ register, identified by code XXITV0000172, shall be withdrawn;
  • thirdly, shares registered in the CIR loyalty shareholders’ register and pending the accrual of enhanced voting rights, identified by code XXITV0000180, shall be withdrawn;
  • fourthly, Enhanced Voting Shares and Super Enhanced Voting Shares, identified by ISIN code IT0005241762, shall be withdrawn.

If an Accepting Shareholder intends to tender both Enhanced Voting Shares and Super Enhanced Voting Shares in the Offer, given that they share the same ISIN code, for the purposes of calculating the total number of voting rights by the Company, Enhanced Voting Shares shall be deemed to have been tendered first, and Super Enhanced Voting Shares thereafter. It is understood that the Company shall notify the market of the total number of voting rights resulting from the Offer and any Pro-Rata Allocation.

It is in any case understood that, in the event of the return of shares in the case of a Pro-Rata Allocation, the Accepting Shareholder shall be entitled to have returned to them shares carrying the same rights and/or entitlements (including, by way of example, the enhancement of voting rights pursuant to Article 127-quinquies of the TUF, or the accrual of the right to obtain the enhancement of voting rights, or the right to registration in the CIR loyalty shareholders’ register) that such shares would have had in the absence of their tender in the Offer.

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