CIR Group

Remuneration Information • Apr 2, 2020

ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

Single call – April 24 2020 - at 11.00 a.m.

CIR S.p.A.

Via Ciovassino n. 1 - Milan

Report on the Item 6) on the Agenda

REPORT ON COMPENSATION POLICY AND COMPENSATION PAID OUT. RESOLUTIONS ON THE SAME.

CIR S.p.A.

Via Ciovassino, 1 – 20121 Milano – T + 39 02 722701 Capitale sociale € 638.603.657 – R.E.A. n 1950090 Iscrizione R.I. di Milano Monza Brianza Lodi / C.F. / P.I. n. 01792930016 Società soggetta all'attività di direzione e coordinamento della F.LLI DE BENEDETTI S.p.A. Via del Tritone, 169 – 00187 Roma – T +39 06 692055.1

REPORT ON COMPENSATION POLICY AND COMPENSATION PAID

FOREWORD

This Report on compensation policy and compensation paid (hereinafter also referred to as the "Report") has been prepared in conformity with the terms of Art. 84-quater of Consob Regulation no. 11971/99 in implementation of Art. 123-ter of the T.U.F. as amended by D.Lgs. no. 49 of 10.05.2019 - and in compliance with the recommendations contained in Art. 6 of the Code of Conduct for Listed Companies of Borsa Italiana S.p.A. (the "Code of Conduct").

In the preparation of the Compensation Report it was taken into account that effective February 19 2020 the Company COFIDE S.p.A. incorporated the Company CIR S.p.A. (the "Companies taking part in the merger"), assuming the name of the latter Company. Therefore throughout the previous year and until 31.12.2019 the Companies taking part in the merger paid compensation to the members of the administrative bodies and the Executives with strategic responsibilities in accordance with the policy adopted for the year 2019, as set out in Section I of their respective Compensation Reports submitted to their Annual General Meetings on April 29 2019.

This report is organized in two sections as required by the regulations.

The first section has the aim of providing the Shareholders' Meeting with information regarding the policy of the Company on the subject of the compensation of the Members of the Board of Directors, of the Board of Statutory Auditors and of the Executives with strategic responsibilities and the procedures for adopting and implementing this policy.

The second section, in order to give adequate information about the compensation paid in 2019 by the Companies taking part in the merger, gives a representation of each of the items that makes up the compensation and illustrates to the market the compensation paid out or at least assigned in the previous year to the Members of the Board of Directors and the Board of Statutory Auditors and to Executives with strategic responsibilities of both of the Companies taking part in the merger.

The Annual General Meeting of the Shareholders, convened to approve the Financial Statements for the year ended December 31 2019, as per the terms of Art. 123-ter of the T.U.F., is called upon to express a vote as follows:

• a binding vote as per the terms of Art. 123-ter, paragraph 3-ter of the T.U.F. on section I of the Report;

• a non-binding vote as per the terms of Art. 123-ter, paragraph 6 of the T.U.F. on section II of the Report. The result of the vote will be disclosed to the public.

List of definitions

For the purposes of this Report the terms and expressions listed below have the meaning given alongside each of them:

"Shares": the ordinary shares of CIR S.p.A.

"Code of Conduct": Code of Conduct for Listed Companies published by Borsa Italiana S.p.A..

"Executives with strategic responsibilities": individuals defined as such in Annex 1 to Consob Regulation no. 17221 of March 12 2010 and subsequent amendments giving instructions on the subject of relatedparty transactions and identified in Art. 2.2.3 of the "Rules for related-party transactions" adopted by CIR S.p.A.

"Group": the company CIR S.p.A. and the companies controlled by the same.

"Plan": Stock Grant Plan 2020

"Policy": compensation policy of the Company.

"Regulations": regulations defining the criteria, procedures and terms and conditions for implementing the Plan

"Rules for Issuers": Consob Resolution no. 11971/99

"Company": CIR S.p.A.

"T.U.F": Legislative Decree no. 58/98.

SECTION I

This section describes the policy of the Company on the subject of compensation for the Members of the Board of Directors, the Members of the Board of Statutory Auditors, the General Manager and the Executives with strategic responsibilities for the year 2020 and the procedures for the adoption and implementation of the policy. The policy establishes the principles and guidelines on the basis of which the compensation is determined.

a) Bodies and individuals involved in the preparation and approval of the compensation policy, specifying their respective roles, and the bodies or individuals responsible for the correct implementation of the same policy

The Policy is prepared by the Appointments and Compensation Committee and is submitted annually by the said Committee to the examination and approval of the Board of Directors. After examining and approving the policy, the Board of Directors submits it to the binding vote of the Annual General Meeting of the Shareholders.

In implementation of the Policy adopted by the Company, the appropriate bodies carry out the following additional activities:

The General Meeting of the Shareholders :

• i) Establishes the fixed fee for the members of the Board of Directors when they are appointed and for the entire duration of their mandate.
• ii) Approves the share-based compensation plans for the Chairman and for the Chief Executive Officer of the Company and for employees of the Group, delegating the Board of Directors to approve the regulations, identify the beneficiaries and the number of rights to assign to each of them.

The Board of Directors

• i) At the proposal of the Appointments and Compensation Committee and having heard the opinion of the Statutory Auditors, establishes the compensation of Directors with special positions.
• ii) Establishes the compensation of non-executive Directors for being on one or more committees.
• iii) Approves the regulations of the share-based compensation plans, identifying the beneficiaries and the number of rights to assign to each of them.

The Chief Executive Officer establishes the compensation of the Executives with strategic responsibilities who are not members of the Board of Directors.

The Appointments and Compensation Committee has the tasks and functions described in detail in paragraph b).

b) Intervention, where applicable, of a Compensation Committee or any other committee with competence on the subject, with a description of its composition, competences and the way it works

As indicated above, the Appointments and Compensation Committee takes part in the preparation of the Policy to be submitted to the Board of Directors.

The Appointments and Compensation Committee carries out the following functions relating to compensation:

• It submits to the Board of Directors proposals relating to the compensation policies for Directors and

Executives with strategic responsibilities;

• Gives opinions jointly with the Control, Risk and Sustainability Committee on proposals relating to the compensation policies for the head of internal auditing and the executive responsible for the preparation of the Company's financial statements and governance documents;
• It puts forward proposals for the compensation of the Chief Executive Officer and the Directors holding special positions, which can also include compensation plans involving the assignation of stock options or other share-based incentives;
• It puts forward proposals to the Board on the subject of share-based compensation plans for employees (preparing the specific Regulations of the same), identifying the beneficiaries and the number of options to assign to each of them and, at the indication of the Chief Executive Officer, on the criteria for the compensation of the managerial staff of the Company;
• It periodically assesses the adequacy, the overall consistency and the practical application of the compensation policy for Directors and Executives with strategic responsibilities.

c) Possible intervention of independent experts

In the preparation of the Policy no independent experts were involved.

d) Aims pursued with the compensation policy, principles underpinning it and any changes in the compensation policy from the previous financial year

The compensation policies are aimed at guaranteeing competitiveness in the labour market in line with the objectives of growth and rewarding the loyalty of human resources, as well as using different instruments of compensation for different types of professionalism, competences and roles in the Company.

The guidelines of the Policy are established according to criteria that can attract, retain and motivate persons with adequate professional qualities to manage the Group effectively.

The Company ensures that compensation is aligned with market benchmarks, applying bonus compensation criteria and parameters in particular situations of merit.

It was not necessary to draw up agreements allowing the company to obtain repayment of variable items of compensation because the assignment of the same through financial instruments is linked to a combination of two elements: the passage of time and the appreciation of the stock in the market, both of which are established upfront and are measurable, as is illustrated in full in the following paragraphs g), h) and i).

The policy for this year has changed substantially compared to the Policy of the previous year, which was very simple as it referred only to the payment of fees approved by the Annual General Meeting to the members of the Board of Directors as operations were concentrated in the subsidiary. It referred more specifically to the following:

• Compensation to the directors in cash without any variable components

• A fixed fee in cash assigned by the Board of Directors to the Directors holding special positions (Chairman)

• A fee assigned to Directors for sitting on one or more committees; the fee is determined annually, is a fixed amount and is commensurate with the commitment required

• Taking out an insurance policy (Directors&Officers) to cover the liability of the members of the Company's boards towards third parties

• No non-monetary benefits or variable items of compensation were involved or the award of financial instruments or other monetary benefits linked to the termination of directors' mandate

• No fee was paid to the executive responsible for the preparation of the Company's financial statements and corporate governance documents as the person concerned was paid for his role as an executive of CIR S:p.A.

The new guidelines of this Policy, as described in detail in the following paragraphs, were drawn up to take into account the new governance structure of the Company resulting from the merger referred to in the Foreword and exclusively for the purpose of continuity between the Policy of the company resulting from the merger with the Compensation Policy for 2019 of the incorporated company CIR S.p.A..

e) Description of the policies on the subject of fixed and variable items of compensation with particular reference to an indication of their respective weighting in the overall compensation and distinguishing between the variable items in the short versus the medium-long term

The compensation (as per Art. 2389 of the Civil Code) assigned to the Chairman (as an Executive Director), and to the non-executive Directors for being on one or more committees, is established every year as a fixed amount on the basis of the commitment required of each of them. The Chief Executive Officer is remunerated with a further variable fee.

The compensation assigned to the Chairman of the Board of Statutory Auditors and the Statutory Auditors in office is established by the AGM as a fixed amount for each year pro rata temporis: the last renewal of the Board of Statutory Auditors was at the Annual General Meeting held on 28.04.2017 for the three years 2017-2018-2019.

The pay structure for the General Manager and the Executives with strategic responsibilities consists of a part in cash and a part in financial instruments.

The compensation plans based on the shares of the Company are approved by the Shareholders' Meeting and take into account the indications given in Art. 6 of the Code of Conduct, with a view to the pursuit of the top-priority objective of creating value for the Shareholders in the medium-long term. More specifically:

• The Units that are the subject of the Plan vest every three months as from the first day of the second year from the grant date and for a period of time that is substantially in line with the one recommended in the Code of Conduct (three years);
• Exercise of part of the units assigned is subject to reaching the performance objectives linked to the performance of the share;
• A period of unavailability of part of the shares granted (10% of the total) is established for 5 years from the grant date.

f) Policy followed in relation to non-monetary benefits

The Chairman of the Company is the beneficiary of insurance policies.

There are no (non-monetary) benefits for the Directors.

In line with market practice, the compensation package of Executives with strategic responsibilities also includes insurance schemes and a healthcare plan. The Executive responsible for the preparation of the financial statements and corporate documents has been assigned a company car for business and private use as well as membership of the Company's welfare programme.

g) In relation to variable items, a description of performance objectives on the basis of which the former are assigned, distinguishing between short and medium-long term variables, and information on the link between the change in results and the change in compensation

Share-based compensation plans are one of the instruments used to supplement the compensation package with loyalty-rewarding benefits which are deferred over an adequate time-frame and a part of them linked to the achievement of certain performance targets. The aim is to create value for the Shareholders in a long-term horizon.

In accordance with the terms of the merger plan described in the Foreword and the merger agreement, the companies taking part in the merger carried out some preliminary activities before the same merger took place. These included the adoption by the incorporating company of a new incentive plan (a stock grant) the content of which was substantially in line with the Stock Grant Plan of the Company being incorporated and as such was able to ensure that any rights that had already vested but had not been exercised or that were at the vesting stage could be exercised by the beneficiaries of the plans.

The ordinary General Meeting of the incorporating company held on July 19 2019 took on the commitments by adopting resolutions in this regard.

More specifically, the said merger, which took effect on February 19 2020, is being submitted to the approval of the Annual General Meeting of the Shareholders called to approve, among other things, the Financial Statements for the year ended December 31 2019, the Stock Grant Plan for 2020 – which in accordance with what is stipulated involves the grant of rights ("Units"), free of charge and not transferable between living persons, each of which gives the right to be assigned free of charge, one Share, when certain circumstances are met. The Units are divided into two categories:

• "Time based Units", the vesting of which is subject to the directorship (or employment) continuing for a certain period of time;

• "Performance Units", in a number equal to at least 50% of the total Units assigned, the vesting of which is subject not only to the directorship or the employment continuing for a certain period but also to the Share reaching certain objectives in terms of performance on the Stock Exchange in relation to the FTSE Italia Mid Cap index.

For a more detailed description of the characteristics of the Stock Grant Plan see the Information Document prepared in accordance with the terms of Art. 84-bis of the Rules for Issuers and made available for the Shareholders' Meeting called to approve the Financial Statements as of December 31 2019. The document can be found on the Company's website www.cirgroup.com in the section Governance.

h) Criteria used for assessment of the performance objectives on which the assignation of shares, options, other financial instruments or other variable items of compensation is based

The criterion for measuring the performance objectives is that of correlating the performance of the Company's shares with that of the index to which it belongs (the FTSE Italia Mid Cap). The number of Units assigned to each Beneficiary is determined in relation to the role occupied by that person in the Company and the importance of the function carried out by each of them.

i) Information which aims to show how the compensation policy is consistent with the pursuit of the long-term interests of the company and with the risk management policy, where it has been formalized

When defining the compensation systems, the Board of Directors ensured that these systems take into good account the policies for pursuing the medium-long term objectives of creating value for the shareholders.

To this end, as specified in point g) above, the share-based component takes into consideration two main elements: the passage of time and the appreciation of the share in the market in relation to the FTSE Italia Mid Cap index.

It was deemed appropriate to measure the performance of the CIR stock not in absolute terms but in relation to the general trend of the market, in order to separate out, where possible, the evaluation of the actual performance of the Share from general dynamics that may not necessarily be connected to the specific performance of the Company.

The Board is of the opinion that the presence of these two elements (time and performance) is appropriate in order to give the loyalty of the beneficiaries of the plan an adequate reward even in cases where the Company stock does not appreciate in relation to the FTSE Italia Mid Cap index. The continuation of the relationship with personnel, which is considered key, is in itself a value for the Company and therefore also for its Shareholders. The incentive to improve performance is ensured by the assignation of Units the exercise of which is subject to reaching certain results in terms of appreciation of the CIR stock in the market compared to the FTSE Italia Mid Cap index, which is a parameter that the Board considers appropriate to foster an alignment of the interests of management with those of the Shareholders in the long term.

In defining systems of compensation, the Board of Directors also made sure that these systems gave appropriate consideration to the "Guidelines on the subject of the system of control and risk management" approved by the Board on October 29 2012.

Then in both situations (Performance Units and Time-based Units), again with a view to ensuring that the interests of management are aligned with those of the Shareholders over the medium-long term, there is a deferred vesting period and a "minimum holding" requirement (see point j) below).

j) The vesting period, any deferred payment systems, with an indication of the periods of deferral and the criteria used to determine these periods and, where applicable, ex post correction mechanisms

As stated in the previous point e), Stock Grant Plan 2020 stipulates that the Units assigned to the beneficiaries will vest as from two years after they are assigned, according to the following timetable:

• Up to a maximum of 12.5% of the total Time-based Units assigned as from April 30 2022;
• Up to a maximum of 25% of the total Time-based Units assigned as from July 31 2022;
• Up to a maximum of 37.5% of the total Time-based Units assigned as from October 31 2022;
• Up to a maximum of 50% of the total Time-based Units assigned as from January 31 2023;
• Up to a maximum of 62.5% of the total Time-based Units assigned as from April 30 2023;
• Up to a maximum of 75% of the total Time-based Units assigned as from July 31 2023;
• Up to a maximum of 87.5% of the total Time-based Units assigned as from October 31 2023;
• Up to a maximum of 100% of the total Time-based Units assigned as from January 31 2024.

The Units that have vested must in any case be exercised by the final maturity of April 24 2030.

The periods of deferment give the beneficiaries a reasonable time horizon in which to achieve the economic benefits of the Plan, in line with the objectives of rewarding loyalty and aligning the interests of management with those of the Shareholders (in the long term) that the plan aims to fulfil.

k) Information on any clauses relating to holding the financial instruments after their acquisition, with an indication of the holding periods and of the criteria used to determine such periods

Stock Grant Plan 2020, which will be submitted to the approval of the Shareholders' Meeting, includes a minimum holding requirement for the Shares assigned: in the event that the Units have vested and the relative Shares have been assigned, each beneficiary irrevocably undertakes to hold at least 10% of the Shares assigned until the fifth anniversary of the Grant Date. During this period, the Shares will be subject to a bond of inalienability, unless the Board of Directors should authorize otherwise.

l) Policy in relation to what benefit is applicable when the position or the employment terminates, specifying which circumstances give rise to the right to such benefit and any link between the said benefit and the performance of the Company.

The Chairman receives an end of mandate benefit (TFM) as per the terms of rules currently in force, subject to approval by the Board of Directors.

Regarding the Chief Executive Officer and General Manager, the contract with the company establishes specific rules for termination that stipulate, in the event of the following:

a. Termination by the company of the managerial position, with the sole exclusion of the case of a dismissal for a just cause;

• b. Termination by the manager in the event of revocation, non-reappointment, non-assignment of the powers and duties agreed upon or reduction of the same as Chief Executive Officer of CIR;
• c. Termination by the manager in the event of the suspension, for a reason other than the renouncement and/or the cancellation for a just cause of the position of Director and/or Chief Executive Officer of CIR;
• d. Termination by the manager in the event of a just cause for resigning from the managerial position with CIR, and/or a just cause for resigning from the position of Director and/or Chief Executive Officer of CIR;
• e. Termination by the manager because of a change of control compared to that existing when the contract was signed;
• f. Termination by the manager in the event of non-compliance with the financial obligations established in the contract;

the payment of a one-off indemnity equal to twice the total compensation (meaning the sum of the gross fixed compensation received as an employee at the date of the termination, of the fees received as director as of the date of termination and of the average of the last three years of what was paid as the variable fee/compensation).

Except when application of the law requires otherwise, no sum is payable when the mandate of a Director terminates.

Regarding Executives with strategic responsibilities, bound to the Company by an employment relationship, the rules of law and the agreements of the National Contract for Industry Executives apply on the subject of termination of employment.

m) Information on the presence of possible insurance cover, or of pension plans other than those that are obligatory

In line with best practice, an insurance policy (Directors&Officers) has been taken out against civil liability towards third parties for the various corporate bodies and the Executives in the exercise of their functions with the aim of protecting the Group from the risk of having to pay compensation, except for in cases of wilful misconduct or gross negligence.

n) Compensation policy followed where applicable in relation to: (i) independent directorships, (ii) committee membership and (iii) special positions (chairman, deputy chairman etc.)

Compensation, in addition to the ordinary fee, is envisaged for Independent Directors who sit on any Committees.

Directors holding special positions (Chairman and Chief Executive Officer) benefit from the compensation described in the preceding paragraphs.

o) If the compensation policy has been defined using the compensation policies of other companies as a reference, the criteria used for the choice of any such companies

The compensation Policy was prepared without any specific reference to the policies of other companies. In fact it is considered that the Policy is consistent both with the objectives of the Group and with the typical characteristics of the same, in terms of business carried out and size.

p) Exceptional circumstances in the presence of which the Company can temporarily make exceptions to the compensation policy

The Company can make exceptions to this compensation policy temporarily in the presence of exceptional circumstances, meaning, as per the terms of Art. 123-ter paragraph 3-bis of the T.U.F., situations in which waiving the compensation policy is necessary in order to pursue the interests and sustainability in the long term of the Company as a whole and to ensure that it is able to remain in the market.

In the event of such waiver, the Company must give an indication of the specific elements waived and of the circumstances that gave rise to the waiver, providing evidence that they were exceptional, of the specific aim and the procedure followed.

SECTION II

As indicated in the Foreword, in order to give adequate information on the compensation paid in 2019 by the Companies taking part in the merger, Section II illustrates each of the items that makes up the compensation and the sums actually paid out in the previous year to the Members of the Board of Directors, the Members of the Board of Statutory Auditors and the Executives with strategic responsibilities of both Companies.

a) COFIDE S.p.A. (Incorporating Company) - CIR S.p.A. from February 19 2020 -

I.1 Part One

1.1 Items making up compensation

Board of Directors

The compensation of the Directors consists of a fixed amount determined by the Shareholders' Meeting on their appointment for the whole duration of their mandate.

Directors holding special positions

The Chairman receives a further fixed item of compensation.

Non-executive Directors

Non-executive Directors receive a further fixed fee if they are on any of the Internal Committees (Control, Risk and Sustainability Committee; Committee for Related Party Transactions; Appointments and Compensation Committee).

Board of Statutory Auditors

The fee is determined as a fixed amount by the Shareholders' Meeting on their appointment for the whole duration of their mandate. The fee for the Chairman is different from that of the Statutory Auditors in office.

Executives with strategic responsibilities

The Company has no Executives with strategic responsibilities as the Executive responsible for the preparation of the financial statements of COFIDE S.p.A., as per the terms of Art. 154-bis of the T.U.F., is not paid by the Company as he is paid as an Executive of CIR S.p.A.

1.2 With particular reference to agreements involving compensation in the event of the early termination of the relationship, the following information applies:

1.2.1 Existence of such agreements

No agreements have been entered into involving any compensation paid to Directors in the event of early termination of the directorship.

1.2.2 Criteria for determining the compensation entitlement of each individual.

Not applicable.

1.2.3 Presence of any performance criteria to which the assignation of the compensation is linked

No performance objectives are associated with the assignation of compensation.

1.2.4 Effects of the termination of the relationship on the Units assigned within the scope of the share-based incentive plans or cash pay-outs

Not applicable.

1.2.5 Cases in which the right to compensation exists

See point 1.2.1. above.

1.2.6 The existence, where applicable, of agreements involving the assignation or the maintenance of nonmonetary benefits in favour of individuals who no longer hold the position or have signed a consulting contract for a period following the termination of their employment relationship

No agreements of this kind have been signed.

1.2.7 Existence of agreements providing for compensation for non-competition undertakings

No agreements have been signed involving compensation for non-competition undertakings.

1.2.8 With reference to Directors who left their positions during the year, any changes in the determination of the compensation compared to the terms of the agreement on the same

Not applicable.

1.2.9 Where there are no specific agreements on the subject, specify what criteria are used to determine the leaving indemnity matured

During the year 2019 no leaving indemnity was paid out.

I.2 Part Two

In the annexes are Charts 1 and 2 required by the Schedule no. 7-bis of the Rules for Issuers.

Equity investments

As per the fourth paragraph of Art. 84-quater of the Rules for Issuers, an annex to this Report shows the shares held in the Company or in its subsidiaries by Directors and Statutory Auditors, as well as by their spouses unless legally separated and minor children, directly or through subsidiaries, fiduciary companies or third persons, as resulting from the Shareholder Book, from any notification received or any other information obtained from the same Directors and Statutory Auditors (Chart 1 of Schedule no.7-ter of the Rules for Issuers).

b) CIR S.p.A. (Incorporated Company)

I.1 Part One

1.1 Items making up compensation

Board of Directors

The compensation of the Directors consists of a fixed part determined by the Shareholders' Meeting on their appointment and for the whole duration of their mandate.

Directors holding special positions

The Chairman and the Chief Executive Officer and General Manager receive a further fixed item of compensation. The Chief Executive Officer and General Manager is the beneficiary of share-based compensation plans.

Non-executive Directors

Non-executive Directors receive a further fixed fee if they sit on any of the Internal Committees (Control, Risk Committee, Committee for Related Party Transactions, Appointments and Compensation Committee,).

Board of Statutory Auditors

The fee is determined as a fixed sum by the Shareholders' Meeting on appointment for the whole duration of the mandate. The fee for the Chairman is different from that of the Statutory Auditors in office.

Executives with strategic responsibilities

The compensation package is made up of the following: a fixed salary plus share-based compensation plans. In addition, there are insurance schemes and private healthcare in line with the terms of the applicable National Contract for Industry Executives and as from 2016 a company car for business and private use.

1.2 With particular reference to agreements involving compensation in the event of the early termination of the relationship, the following information applies:

1.2.1 Existence of such agreements

No agreements have been entered into involving any compensation paid to Directors in the event of early termination of their directorships.

Executives with strategic responsibilities receive compensation in the event of their employment relationship being terminated without a just cause or without any good reason given by the employer, in accordance with the National Contract for Industry Executives and with the terms of the law, which establish quantitative limits.

1.2.2 Criteria for determining the compensation entitlement of each individual

Executives with strategic responsibilities are entitled to compensation in the cases envisaged by the National Contract for Industry Executives.

1.2.3 Presence of any performance criteria to which the assignation of the compensation is subject

There are no performance objectives connected with the assignation of compensation.

1.2.4 Possible effects of the termination of the relationship on the Units assigned within the scope of the share-based incentive plans or cash settlement thereof

The Units allocated under the Stock Grant Plans are assigned to the Beneficiaries personally and cannot be transferred on any account by deed between living persons. The right to exercise the Units is also subject to the employment or the directorship relationship continuing between the beneficiary and the Company or the subsidiary of the same.

In the event of the termination of the employment or directorship relationship, for whatever reason, including the death of the beneficiary, the beneficiaries or their heirs will keep entitlement only to the Units that had already vested when the relationship terminated.

1.2.5 Cases in which the right to compensation exists

See point 1.2.1. above.

1.2.6 The existence, where applicable, of agreements involving the assignation or the maintenance of nonmonetary benefits in favour of individuals who no longer hold the position or have signed a consulting contract for a period following the termination of their employment relationship

No agreements of this kind have been signed.

In the event of termination of the employment or directorship for whatever reason, including the death of the beneficiary, the Stock Grant Plan provides that the beneficiaries or their heirs keep the entitlement to the Units that had already vested at the time of the termination of the relationship.

The Board of Directors, at its own discretion, has the right to decide, and this decision cannot be contested, whether to allow one or more beneficiaries or their heirs to keep the rights resulting from the Plan even when these rights would cease to exist, and in particular to keep part or all of the Units that have not yet vested.

1.2.7 Existence of agreements providing for compensation for non-competition undertakings

No agreements have been signed involving compensation for non-competition undertakings.

1.2.8 With reference to directors who left their positions during the year, any changes in the determination of the compensation compared to the terms of the agreement on the same

Not applicable.

1.2.9 Where there are no specific agreements on the subject, specific information on the criteria used to determine the leaving indemnity matured

During the year 2019 no leaving indemnity was paid out.

I.2 Part Two

In the annexes are Charts 1, 2 and 3A required by the schedule no. 7-bis of the Rules for Issuers.

Equity investments

As per the fourth paragraph of Art. 84-quater of the Rules for Issuers, an annex to this Report shows the equity investments held in the Company or in its subsidiaries by Directors, Statutory Auditors and Executives with strategic responsibilities, as well as by the spouses unless legally separated and minor children, directly or through subsidiaries, fiduciary companies or third persons, as resulting from the Shareholder Book, from notification received or from any other information obtained from the same Directors, Statutory Auditors and Executives with strategic responsibilities (Charts 1 and 2 of Schedule no.7-ter of the Rules for Issuers).

***

PROPOSED RESOLUTIONS

On Sections I and II of the Report on Compensation Policy and Compensation Paid as per Art. 123-ter of the T.U.F.

Dear Shareholders,

As per the terms of Art. 123-ter of the T.U.F. – as amended by D.Lgs. 49 of May 10 2019 - you are called upon to adopt a resolution on the Report on Compensation Policy and Compensation Paid (hereinafter also referred to as the "Report") prepared in accordance with the terms of Art. 84-quater of Consob's Rules for Issuers, in conformity with Annex 3A, Schedule 7-bis of the above-mentioned Rules. On the strength of the amendments introduced by the above-cited D.Lgs. no. 49 of May 10 2019 you are being called upon to express your vote as follows:

• with a binding resolution in compliance with Art. 123-ter paragraph 3-ter of the T.U.F. on Section I of the Report on the policy of the Company in relation to the compensation of the members of the Board of Directors, the Board of Statutory Auditors, the General Manager and the Executives with strategic responsibilities for the year 2020 and the procedures used to adopt and implement the said policy and

• with a non-binding resolution in compliance with Art. 123-ter paragraph 6 of the T.U.F. on Section II of the Report on the compensation paid to the individuals specified in Art. 123-ter paragraph 4 of the T.U.F.

Given the above, your Board of Directors submits to you the following Proposed resolutions

ON SECTION I

"The Ordinary General Meeting of the Shareholders of CIR S.p.A.,

• having seen the terms of current regulations;

• having acknowledged the Report on compensation policy and compensation paid

• given that the Report on compensation policy and compensation paid was filed and made available within the time limits laid down by law

RESOLVES

To approve the Company's Policy on Compensation as per Section I of the Report on Compensation Policy and Compensation Paid approved by the Board of Directors at the meeting held on March 9 2020."

ON SECTION II

"The Ordinary General Meeting of the Shareholders of CIR S.p.A.,

• having seen the terms of current regulations;

• having acknowledged the Report on compensation policy and compensation paid

• given that the Report on compensation policy and compensation paid was filed and made available within the time limits laid down by law

• given that Section II of the same Report has been verified by the firm of auditors KPMG S.p.A. in compliance with Art. 123 ter paragraph 8 bis of the T.U.F.,

ADOPTS A RESOLUTION

in favour of Section II of the Report on compensation policy and compensation paid approved by the Board of Directors at the meeting held on March 9 2020."

Part Two – a) COFIDE S.p.A. (Incorporating Company) – CIR S.p.A. from February 19 2020

SCHEDULE 7-BIS - TABLE 1: Fees paid to members of the administrative and control bodies, general managers and executives with strategic responsibilities (in euro)

d fi Las t na rst me an		iod wh ich Per in		Com pan y ing pre par		s fo r be ing Fee	le ( iab Var com pen	) uity non -eq (3 ) sati on	No n			lue of Fai r va sati in e ity com pen on qu
nam e	Pos itio n	the siti po on s he ld wa 201 9	of Exp iry nda te ma	fina al nci d stat ent em s an sub sid nd iari es a oci ate ass s	ed fee Fix s (1 )	mit tee on com s (2 )	d Bon use s an oth er inc ive ent s	fit Pro sha rin g	net mo ary ben efit s (4 )	Oth er f ees (5 )	al Tot (6 )	(t heo cal val reti ue: see ) e V not (7 )	End of nda te o ma r (8 ) lea vin ind nity g em	No tes
	Ch airm an	1.1 -31 .12	Fin Ap pr. . Sta t. 2 021	CO FID E S A. .p.	160 ,00 0						160 ,00 0			1/2
DE BE NE DE TTI RO DO LFO				Sub sid iari es	1,72 5,0 00				23, 508		1,7 48, 508			I/II
				Tot al	1,88 5,0 00				23, 508		1,9 08, 508
CR EM ON A MA SSI MO	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 021	CO FID E S A. .p.	10,0 00	17,0 00					27, 000			1/3 a/3 b
	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 021	CO FID E S A. .p.	10,0 00						10, 000			1
DE BE NE DE TTI ED OA RD O				Sub sid iari es	20, 000						20, 000			I
				Tot al	30, 000						30, 000
DE BE NE DE TTI	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 021	CO E S FID A. .p.	10,0 00						10, 000			1/4
MA RC O				Sub sid iari es	245 ,00 0						245 ,00 0			I
				al Tot	255 ,00 0						255 ,00 0
DU BIN I OL PA A	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 021	CO FID E S A. .p.	10,0 00	17,0 00					27, 000			1/3 a/3 b
FER RER O	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 021	CO FID E S A. .p.	10,0 00						10, 000			1
PIE RLU IGI				Sub sid iari es	80, 000						80, 000			I
				al Tot	90, 000						90, 000
GU AST I FRA NC ESC O	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 021	CO FID E S A. .p.	10,0 00	17,0 00					27, 000			1/5 /3a /3b
RO CC O MA PIA	Dir ect or	1.1 -31 .12	Fin Ap pr. . Sta t. 2 021	CO FID E S A. .p.	10,0 00	10,0 00					20, 000			1/3 b

d fi Las t na rst me an		iod wh ich Per in	of Exp iry	Com pan y ing pre par fina nci al	Fix ed fee s	s fo r be Fee ing	iab le ( Var com pen	) uity non -eq (3 ) sati on	No n	Oth er f ees	Tot al	Fai lue of r va sati in e ity com pen on qu	End of nda te o ma r lea ind (8 ) vin nity g em
nam e	itio Pos n	itio pos n w as hel d 2 019	nda te ma	d stat ent em s an sub sid iari nd es a oci ate ass s	(1 )	mit tee on com s (2 )	d Bon use s an oth er inc ive ent s	fit Pro sha rin g	net mo ary ben efit s (4 )	(5 )	(6 )	(t heo reti cal val ue: see ) e V not (7 )		No tes
PO RC AR I SE MA RIA REN A	Dir ect or	1.1 -31 .12	bil. Ap pr. 202 1	CO FID E S A. .p.	10,0 00	10,0 00					20, 000			1/3 b
ZIN GA LES RIC CA O RD	Ch airm an rd o f Boa Sta tut ory Au dito rs	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CO FID E S A. .p.	35, 000						35, 000
				Sub sid iari es	91, 500						91, 500			6
				Tot al	126 ,50 0						126 ,50 0
	Sta tut ory dito Au r	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CO FID E S A. .p.	20, 000						20, 000			6
TO AN NE LLA				Sub sid iari es	10,0 00						10, 000
DE LLA TO RR E BRA CC O TIZ IAN O				al Tot	30, 000						30, 000
	Sta tut ory dito Au r	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CO FID E S A. .p.	20, 000						20, 000

NOTE

• (1) Fees for the position of Director in the company preparing the financial statements of € 10,000 approved by the AGM and the Board of Directors as per paragraph 3 of Article 2389 of the Civil Code.
• (2) Fees of € 150,000 approved by the Board of Directors for the position of Chairman.
• (3) Fees for sitting on the committees of the company preparing the financial statements include:
• a) Appointments and Compensation Committee € 5,000 plus € 1,000 for attending each meeting.
• b) Control, Risk and Sustainability Committee € 5,000 plus € 1,000 for attending each meeting.
• (4) All of the fees are paid to MDB Consulting S.r.l.
• (5) All of the fees are paid to the Guasti Law Firm.
• (6) Fees in subsidiaries that include remuneration for the positions of Statutory Auditor.
• (I) Fees in subsidiaries for the position of Director and for special positions as per paragraph 3 of Article 2389 of the Civil Code.
• (II) Fees in subsidiaries for the position of Chairman and/or for special positions as per paragraph 3 of Article 2389 of the Civil Code. The non-monetary benefits refer to insurance policies.

a) COFIDE S.p.A. (Incorporating Company) - CIR S.p.A. from February 19 2020

SCHEDULE 7-BIS - TABLE 2: Stock options assigned to members of the Board of Directors, General Managers and Executives with strategic responsibilities

			Opt ion s he ld a f th t sta rt o e ye ar			Opt ion sign ed i n th s as e ye ar							Opt ion ised in t he y s ex erc ear			at Opt ion s he ld a t end of the yea r	Opt ion s tain ing to per the yea r
		(1 )	(2 )	(3 )	(4 )	(5 )	(6 )	(7 )	(8 )	(9 )	(10 )	(11 )	(12 )	(13 )	(14 )	) = (2 (15 )- (5 )- (11 )- (14 )	(16 )
d Las t na me an nam e	Pos itio n hel d	Pla n	Nu f opt mb er o ion s	Stri ke pric e	Per iod of p ible oss e (f -to) rcis exe rom	mb Nu er of opt ion s	ke p Stri rice	of pos iod Per sibl e exe rcis e (fro o) m-t	lue Fai r va at g t da te (am ran ts in oun tho of eur nds usa o)	nt d Gra ate	of und rke Ma ice t pr erly ing sha t dat at g res ran e	mb Nu er of opt ion s	ke p Stri rice	Ma rke t pric e of und erly ing sha at dat res e of exe rcis e	Nu f opt mb er o ion s	Nu f opt mb er o ion s	Fai lue r va (the l valu tica ore ee not e: s e) (am ts in oun tho of eur nds usa o)
DE BEN ED ETT I RO DO LFO	CH AIR MA N
Sto ck o ptio lan n p		d tr he 200 9 2n anc	1,75 0,00 0	1.54 49	from 28/ 02/ 0 to 2 201 8/0 2/2 020											1,75 0,00 0	--
ck o lan Sto ptio n p		nch 201 0 1s t tra e	1,75 0,00 0	1.62 08	from 30/ 09/ 0 to 3 201 0/0 9/2 020											1,75 0,00 0	--
ck o lan Sto ptio n p		d tr he 201 0 2n anc	1,75 0,00 0	1.49 82	from 28/ 02/ 201 1 8/0 2/2 to 2 021											1,75 0,00 0	--
(* ) TO TAL			5,25 0,00 0	1.55 46												5,25 0,00 0	--

(*) These are Stock Option Plans issued by the subsidiary CIR S.p.A.

(16) This is the notional cost for the company recognized to the income statement in personnel costs, with offset in special equity reserve

a) COFIDE S.p.A. (Incorporating Company) - CIR S.p.A. from February 19 2020

SCHEDULE 7-TER - TABLE 1: shares owned by members of the administrative and control bodies and general managers

& f Las irst t na me na me	Pos itio n	Com in w hic h sh pan y are s ar e ned ow	No . of sh ned at are s ow ber De 31 20 18 cem	No . of sh ired in are s ac qu the ar 2 019 ye	No of s har sfer red in es t ran the ar 2 019 ye	No . of sh ned at are s ow ber De 31 20 19 cem	No tes
dol fo DE BE NE DE TTI Ro	Ch airm an	CO FID E S A. .p.	0	0	0	0
DE BE NE DE TTI Ro dol fo	Ch airm an	CIR S.p .A.	8,2 07, 746	0	0	8,2 07, 746	1
dol fo DE BE NE DE TTI Ro	Dir ect or	Edi iale GE DI Gru tor ppo S.p .A.	0	0	0	0
dol fo DE BE NE DE TTI Ro	Dir ect or	SO GE FI S A. .p.	0	0	0	0
ierl FER RER O P uig i	Dir ect or	CO FID E S A. .p.	0	0	0	0
O P ierl FER RER uig i	No siti po on	CIR S.p .A.	250 ,00 0	0	0	250 ,00 0
ierl FER RER O P uig i	No siti po on	GE Gru Ed itor iale DI ppo S.p .A.	20, 000	0	0	20, 000
ierl FER RER O P uig i	No siti po on	SO GE FI S A. .p.	15,0 00	0	0	15,0 00

(1) Shares that are all owned: of which 1,007,746 owned directly, 5,200,000 owned indirectly through the company Rodolfo De Benedetti Società Sempline and 2,000,000 indirectly through the company Rodolfo De Benedetti S.r.l..

Part Two - b) CIR S.p.A. (Incorporated Company)

SCHEDULE 7-BIS - TABLE 1: Fees paid to the members of the administration and control bodies, general managers and executives with strategic responsibilities

(in euro)

d fi Las t n rst am e an		iod Per in wh ich the	iry of t he Exp	Com pan y the ing pre par fina nci al	Fix ed fee s	Fee s fo r be ing	iab le ( Var non com pen (3	) uity -eq sati on )	No n- net mo ary	Oth er f ees	al Tot	Fai lue of r va sati in com pen on ity equ	End of nda te o ma r
nam e	Pos itio n	itio pos n w as hel d 201 9	nda te ma	d stat ent em s an sub sid nd iari es a oci ate ass s	(1 )	mit tee on com s (2 )	d Bon use s an oth er inc ive ent s	fit Pro sha rin g	ben efit s (4 )	(5 )	(6 )	(t heo reti cal val ) te 2 ue: see no (7 )	lea ind vin nity g em (8 )	No tes
DE BE NE DE TTI	Ch airm an	1.1 -31 .12	Fin Ap pr. Sta t. 2 019	CIR S.p .A.	1,68 0,0 00				23, 508		1,7 03, 508	0		1b, 1a, 3
RO DO LFO				Sub sid iari es	45, 000						45, 000			4
				al Tot	1,72 5,0 00				23, 508		1,7 48, 508	0
	Ch ief ive Of fice Exe cut r and Ge al M ner ana ger	1.1 -31 .12	Fin Ap pr. . Sta t. 2 019	CIR S.p .A.	1,22 0,0 00		344 ,97 3				1,5 64, 973	1,16 9,6 45		1b, 1d, 1a, 1c, 2
MO ND AR DIN I MO NIC A				Sub sid iari es	225 ,00 0						225 ,00 0			5, 6
				al Tot	1,44 5,0 00		344 ,97 3				1,7 89, 973	1,16 9,6 45
BER TH ERA T PH ILI PPE	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	20, 000	13,0 00					33, 000			1f 1a,
BO CIN TTI I MA RIS TEL LA	Dir ect or	1.1 -31 .12	Fin Ap pr. . Sta t. 2 019	CIR S.p .A.	20, 000	14,0 00					34, 000			1a, 1e
DE BE NE DE TTI OA O ED RD	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	20, 000						20, 000			1a
DE BEN ED ETT I FRA NC O	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	20, 000						20, 000			1a
	Dir ect or	1.1 -31 .12	Fin Ap pr. . Sta t. 2 019	CIR S.p .A.	20, 000						20, 000			1a
DE BE NE DE TTI MA RC O				Sub sid iari es	225 ,00 0						225 ,00 0			7
				Tot al	245 ,00 0						245 ,00 0
GIA NN INI SIL VIA	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	20, 000	14,0 00					34, 000			1a, 1e
PA SIN ELL I FRA NC ESC A	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	20, 000	14,0 00					34, 000			1a, 1e

d fi Las t na rst me an		iod Per in wh ich	of Exp iry	Com pan y the ing pre par fina al nci	ed fee Fix s	s fo r be Fee ing mit tee on com s	iab le ( ) Var uity non -eq sati com pen on (3 )		No n net mo ary	Oth er f ees	al Tot	Fai lue of r va sati in com pen on ity equ	End of nda te o ma r lea ind vin nity em	No tes
nam e	Pos itio n	itio pos n w as hel d 2 019	nda te ma	d stat ent em s an sub sid nd iari es a oci ate ass s	(1 )	(2 )	Bon use s and oth er inc ive ent s	Pro fit sha rin g	ben efit s (4 )	(5 )	(6 )	(t heo reti cal val ) te 2 ue: see no (7 )	g (8 )
RE CC HI CLA IO UD	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	20, 000	27, 000					000 47,			1f 1a, 1e,
TA BEL LIN I GU IDO	Dir ect or	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	20, 000	13,0 00					33, 000			1f 1a ,
MA NZ ON ETT O O PIE TR	Ch airm of t he an Boa rd o f St atu tory dito Au rs	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	200 75,						200 75,
AL LIE VI AN NA MA RIA	dito Sta Au tut ory r	1.1 -31 .12	Fin Ap pr. . Sta t. 2 019	CIR S.p .A.	50, 000						50, 000
ZIN GA LES	Sta dito Au tut ory r	1.1 -31 .12	Ap Fin pr. . Sta t. 2 019	CIR S.p .A.	50, 000						50, 000
RIC CA RD O				Sub sid iari es	41, 500						41, 500			8
				Tot al	91, 500						91, 500
EXE CU TIV E W ITH				CIR S.p .A.	197 ,99 6				3,1 77		201 ,17 3	174 ,94 5		1c, 2, 9
STR EG IC AT RE SPO NS IBI LIT IES				Sub sid iari es		25, 000					25, 000
				al Tot	197 ,99 6	25, 000			3,1 77		201 ,19 8	174 ,94 5

NOTES

(1) Fees for the position of Director in the company preparing the financial statements:

• a) Fees of € 20,000 approved by the AGM
• b) Special positions as per Art. 2389 paragraph 3 of the Civil Code approved by the Board of Directors in favour of Benedetti Rodolfo and Mondardini Monica
• c) Employee salary
• d) Bonus as variable compensation linked to reaching objectives in terms of a result to be established
• e) Control and Risk Committee
• f) Appointments and Compensation Committee
• (2) This is the notional cost for the company recognized to the income statement in personnel costs, with an offset in the special equity reserve; IAS carrying values not yet received by the director that are for the moment only potential.
• (3) Non-monetary benefits refer to insurance policies approved by the Board of Directors in favour of De Benedetti Rodolfo.
• (4) Fixed fees for the position of Director of the subsidiaries GEDI S.p.A. (€ 25,000) and Sogefi S.p.A. (€ 20,000).
• (5) The fees include remuneration for the positions of Director (€ 25,000), Deputy Chairman (€ 100,000) of GEDI S.p.A. and the fee for the position of Chairman (€ 100,000) of Sogefi S.p.A.
• (6) The "Fixed fees" do not include the amounts for the position of Director (€ 20,000) in Sogefi S.p.A. paid to CIR S.p.A. and of Director (€ 10,000) in KOS S.p.A., which were waived.
• (7) Fixed fees in the subsidiary GEDI S.p.A. for the position of Director (€ 25,000) and Chairman (€ 200,000).
• (8) Fixed fees include compensation for the positions of Statutory Auditor in other companies of the Group.
• (9) Value of the company car assigned.

b) CIR S.p.A. (Incorporated Company)

SCHEDULE 7-BIS - TABLE 2: Stock options assigned to members of the Board of Directors, General Managers and other Executives with strategic responsibilities

			s he ld a Opt ion t t of star yea r			ed i n th Opt ion sign s as e ye ar					ised he y Opt ion in t s ex erc ear			Opt ion s th at ired in exp the yea r	s he ld a Opt ion t end of y ear	Opt ion s tain ing to per the yea r
(1 )			(2 )	(3 )	(4 )	(5 )	(6 )	(7 )	(8 )	(9 )	(10 )	(11 )	(12 )	(13 )	(14 )	) = (2 (15 )- (5 )- (11 )- (14 )	(16 )
d Las t na me an firs t na me	Pos itio n hel d	Pla n	f opt mb Nu er o ion s	ke pric Stri e	Per iod of sibl pos e rcis exe e (fro o) m-t	Nu mb er of ion opt s	ke p Stri rice	Per iod of sibl pos e rcis exe e (fro o) m-t	lue Fai r va t da at g te ran (am ts in oun tho nds of usa o) eur	nt d Gra ate	Ma rke ice of t pr und erly ing sha at g t res ran dat e of tion op s	Nu mb er of ion opt s	ke p Stri rice	rke Ma t pric e of und erly ing sha at res dat e of rcis exe e	mb f Nu er o ion opt s	mb f Nu er o ion opt s	Fai lue r va (the l tica ore valu e: s ee e) not (am ts in oun tho nds of usa o) eur
DE BEN ED ETT I RO DO LFO	CH AIR MA N
ck o lan Sto ptio n p		d tr he 200 9 2n anc	1,75 0,00 0	1.54 49	from 28/ 02/ 0 to 2 201 8/0 2/2 020											1,75 0,00 0	--
Sto ck o ptio lan n p		nch 201 0 1s t tra e	1,75 0,00 0	1.62 08	from 30/ 09/ 0 to 3 201 0/0 9/2 020											1,75 0,00 0	--
ck o lan Sto ptio n p		d tr he 201 0 2n anc	1,75 0,00 0	1.49 82	from 28/ 02/ 201 1 8/0 2/2 to 2 021											1,75 0,00 0	--
TO TAL			5,25 0,00 0	1.55 46												5,25 0,00 0	--
EXE CU TIV E WIT H STR ATE GIC RES PO NSI BIL ITIE S
Sto ck o ptio lan n p		d tr he 200 9 2n anc	115 ,000	1.54 49	from 28/ 02/ 0 to 2 201 8/0 2/2 020											115 ,000	--
ck o lan Sto ptio n p		nch 201 0 1s t tra e	125 ,000	1.62 08	from 30/ 09/ 0 to 3 201 0/0 9/2 020											125 ,000	--
ck o lan Sto ptio n p		nch 201 0 1s t tra e	125 ,000	1.49 82	from 1 to 2 28/ 02/ 201 8/0 2/2 021											125 ,000	--
TO TAL			365 ,000	1.55 49												365 ,000	--

(16) This is the notional cost for the company recognized to the income statement in personnel costs, with offset in the special equity reserve

b) CIR S.p.A. (Incorporated Company)

SCHEDULE 7-BIS - TABLE 3A: Incentive plans based on financial instruments other than stock options, in favour of Members of the Board of Directors, General Managers and other Executives with strategic responsibilities

			ial i Fin anc d in assi pri gne ted not ves	nst ent rum s ds a nd erio or p in t he y ear	ial i ed i n th Fin sign nst ent anc rum s as e ye ar					ial i Fin nst ent anc rum s tha sted he y in t t ve ear but ssig ned ot a we re n	ial i s th Fin nst ent at anc rum ted he y d ar in t ves ear an e assi ble gna		ial Fin anc inst ent rum s tain ing to per the yea r
		(1 )	(2 )	(3 )	(4 )	(5 )	(6 )	(7 )	(8 )	(9 )	(10 )	(11 )	(12 )
d Las t na me an firs t na me	itio Pos n hel d	Pla n	mb nd Nu er a e of typ fina al nci inst ent rum s	Ves ting iod per	mb nd Nu er a e of typ fina al nci inst ent rum s	lue Fai r va t da at g te ran (the l tica ore ) valu ote e: s ee n (am ts in oun tho nds of usa o) eur	Ves ting iod per	G t da te ran	rke ice Ma at gra t pr nt d ate	mb nd e of Nu typ er a fina al in nci stru nts me	mb nd e of Nu typ er a fina al in nci stru nts me	Val t ves ue a da ting te	Fai lue r va (th al etic eor ) valu ote e: s ee n (am ts in oun tho nds of usa o) eur
MO ND ARD INI MO NIC A	CEO /GM	201 5	k gr stoc ant 914 ,856	from 27/ 04/ 201 5 to 31/ 01/ 201 9	k gr stoc ant 19,5 00		from 28/ 05/ 9 to 2 201 7/0 4/2 025	28/ 05/ 201 9		390 ,25 1	k gr stoc ant 540 ,606		22
			k gr stoc ant 1,03 4,92 3	from 27/ 04/ 201 5 to 31/ 03/ 201 8	k gr stoc ant 38,7 28		from 28/ 05/ 201 9 7/0 4/2 to 2 025	28/ 05/ 201 9			k gr stoc ant 1,07 3,65 1		39
CU EXE TIV E W ITH STR ATE GIC RES PO NSI BIL ITIE S		201 5	k gr stoc ant 151 ,310	from 27/ 04/ 201 5 to 31/ 01/ 201 9	k gr stoc ant 2,50 5		from 9 to 2 28/ 05/ 201 7/0 4/2 025	28/ 05/ 201 9		65,6 25	k gr stoc ant cise d 69,4 40 e xer 9,37 5 tim e and 9,3 75 form per anc e		3
MO ND ARD INI MO NIC A	/GM CEO	201 6	k gr stoc ant 1,00 2,18 3	from 29/ 04/ 201 6 to 31/ 01/ 202 0	k gr stoc ant 11,7 76		from 28/ 05/ 201 9 9/0 4/2 to 2 026	28/ 05/ 201 9		500 ,000	k gr stoc ant 451 ,459		111
EXE CU TIV E W ITH STR ATE GIC RES PO NSI S BIL ITIE		201 6	k gr stoc ant 155 ,438	from 29/ 04/ 201 6 to 31/ 01/ 202 0	k gr stoc ant 1,82 6		from 28/ 05/ 201 9 9/0 4/2 to 2 026	28/ 05/ 201 9		77,5 50	k gr stoc ant 70,0 20		17
MO ND ARD INI MO NIC A	/GM CEO	201 7	k gr stoc ant 888 ,914	from 28/ 04/ 201 7 to 31/ 01/ 202 1	k gr stoc ant 2,07 9		from 28/ 05/ 201 9 8/0 4/2 to 2 027	28/ 05/ 201 9			k gr stoc ant 168 ,750		319
EXE CU TIV E W ITH STR ATE GIC RES PO NSI S BIL ITIE		201 7	k gr stoc ant 137 ,870	from 28/ 04/ 201 7 to 31/ 01/ 202 1	k gr stoc ant 322		from 28/ 05/ 201 9 8/0 4/2 to 2 027	28/ 05/ 201 9			k gr stoc ant 26, 173		50
MO ND ARD INI MO NIC A	CEO /GM	201 8	k gr stoc ant 1,26 3,75 0	from 27/ 04/ 201 8 to 31/ 01/ 202 2									401
CU EXE TIV E W ITH STR ATE GIC RES PO NSI S BIL ITIE		201 8	k gr stoc ant 196 ,008	from 27/ 04/ 201 8 to 31/ 01/ 202 2									62
MO ND ARD INI MO NIC A	/GM CEO	201 9			k gr stoc ant 1,24 4,93 2		from 29/ 04/ 201 9 1/0 1/2 to 3 023	29/ 04/ 201 9					278
EXE CU TIV E W ITH STR GIC ATE RES PO NSI BIL ITIE S		201 9			k gr stoc ant 193 ,090		from 29/ 04/ 201 9 to 3 1/0 1/2 023	29/ 04/ 201 9					43
													1,34 5

(5) This is the notional cost for the company determined at the grant date of the plan using special actuarial models, multiplied by the number of units exercisable in the specific period.

(10) Time units vested.

(12) This is the notional cost for the Company recognized to the income statement in personnel costs with an offset in the special equity reserve.

b) CIR S.p.A. – (Incorporated Company)

Last name & first name	Position	Company in which shares are owned	No. of shares owned at end of last year	No. of shares acquired	No. of shares transferred	No. of shares owned at end of this year	Notes
DE BENEDETTI Rodolfo	Chairman	CIR S.p.A.	8,207,746	0	0	8,207,746	(1)
MONDARDINI Monica	Chief Executive Officer & General Manager	CIR S.p.A.		0	0
	Deputy Chairman	GEDI Gruppo Editoriale S.p.A.	373,125	112,500	0	485,625
BERTHERAT Philippe	Director	CIR S.p.A.	--	--	--	--
BOTTICINI Maristella	Director	CIR S.p.A.	--	--	--	--
DEBENEDETTI Franco	Director	CIR S.p.A.	375,000	--	--	375,000
DE BENEDETTI Edoardo	Director	CIR S.p.A.	--	--	--	---
DE BENEDETTI Marco	Director	CIR S.p.A.	--	--	--	---
GIANNINI Silvia	Director	CIR S.p.A.	--	--	--	---
PASINELLI Francesca	Director	CIR S.p.A.	--	--	--	---
RECCHI Claudio	Director	CIR S.p.A.	--	--	--	--
TABELLINI Guido	Director	CIR S.p.A.	--	--	--	--
MANZONETTO Pietro	Chairman of the Board of Statutory Auditor	CIR S.p.A.	--	--	--	--
ALLIEVI Anna Maria	Statutory Auditor	CIR S.p.A.	--	--	--	--
ZINGALES Riccardo	Statutory Auditor	CIR S.p.A.	--	--	--	--
EXECUTIVE WITH STRATEGIC RESPONSIBILITIES		CIR S.p.A.	242,793	--	--	242,793

SCHEDULE 7-TER – TABLE 1-2 – SHARES OWNED BY MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES, GENERAL MANAGERS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

(1) Shares that are all owned: of which 1,007,746 owned directly, 5,200,00 owned indirectly through the company Rodolfo De Benedetti Società Semplice and 2,000,000 indirectly through the company Rodolfo De Benedetti S.r.l..