CIR

352 Risultati trovati
- 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.

*****

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.

DOWNLOAD PDF

- 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.

DOWNLOAD PDF

- 10:33 CEST

Press release pursuant to article 36 of the Issuers’ Regulation – Approval of the Offer Document

Milan, April 23, 2026 – With reference to the public partial cash tender offer (the “Offer”), launched by CIR S.p.A. (the “Offeror”or “CIR”) 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, following the press releases concerning the suspension and the re-opening of Consob’s investigation period, issued, pursuant to article 38, paragraph 1, of the Issuers’ Regulation, respectively on April 9, 2026 and on April 21, 2026, it is announced that Consob, by resolution no. 23957 of April 22, 2026, has approved, pursuant to article 102, paragraph 4, of the TUF, the Offer document (the “Offer Document”).

Acceptance period

The acceptance period agreed with Borsa Italiana S.p.A., pursuant to article 40, paragraph 2, of the Issuers’ Regulation, will start at 8:30 AM (Italian time) on April 27, 2026, and close at 5:30 PM (Italian time) on May 18, 2026 (first and last days included), unless otherwise extended.

Therefore, May 18, 2026 will be the closing date of the acceptance period of the Offer, unless extended in compliance with applicable law, and the payment date of the shares tendered to the Offer will be on the fifth stock market trading day following the closing of the acceptance period, i.e., May 25, 2026 (the “Payment Date”).

Consideration

The Offeror will pay a consideration equal to Euro 0,68 for each share tendered to the Offer.

The Offer Document will be filed with Consob and will be made available to the public for consultation at the registered office of CIR in Milan, via Ciovassino no.1, and at the premises of the intermediary appointed to coordinate the collection of acceptances, of the appointed intermediaries and on CIR’s corporate website www.cirgroup.com “Governance/Voluntary partial public tender offer for CIR’s own shares”.

The publication of the Offer Document will be promptly disclosed to the market.

* * *

Pending the publication of the Offer Document, please refer to the notice issued pursuant to Article 102, paragraph 1, of the TUF, published on 9 March 2026 on the CIR website (www.cirgroup.it), which contains a detailed description of the main elements of the Offer.

DOWNLOAD PDF

- 16:32 CEST

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

Milan, April 21, 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 – following the press release of April 9, 2026, concerning the suspension of the investigation period for the approval of the Offer Document by Consob – announces that, on the date hereof, Consob has ordered, pursuant to article 102, paragraph 4, of the TUF, the re-opening of the investigation period, effective as of April 22, 2026. The investigation period will expire on April 26, 2026.

DOWNLOAD PDF

- 08:50 CEST

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.

DOWNLOAD PDF

- 18:42 CEST

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.

DOWNLOAD PDF

- 15:24 CEST

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

DOWNLOAD PDF

- 15:23 CEST

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.

DOWNLOAD PDF

- 11:19 CET

Offer Document successfully filed

Milan, March 27, 2026 – With reference to 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 maximum amount of 50,000,000 shares of the Offeror, with no par value and fully paid-up, it is announced that, pursuant to article 102, paragraph 3, of the TUF and to article 37-bis, paragraph 3, of the Issuers’ Regulation, on the date hereof, the Offeror filed with the Consob the offer document (the “Offer Document”).

The Offer Document shall be published upon completion of the preliminary investigation carried out by Consob pursuant to article 102, paragraph 4, of the TUF.

Pending the publication of the Offer Document, please refer to the notice pursuant to Article 102, paragraph 1, of the TUF, published on March 9, 2026 on CIR’s corporate website (www.cirgroup.it), which contains a detailed description of the essential elements of the Offer.

DOWNLOAD PDF