CIR Group

Remuneration Information • Apr 5, 2019

ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

Single call – APRIL 29 2019 – at 4.00 p.m.

PALAZZO DELLE STELLINE CONGRESS CENTRE

CORSO MAGENTA 61 - MILANO

* * *

Report on Item 4) on the Agenda

COMPENSATION REPORT

COMPENSATION REPORT COFIDE S.p.A.

FOREWORD

This report ("Compensation 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. and taking into account the recommendations contained in Art. 6 of the Code of Conduct for Listed Companies of Borsa Italiana S.p.A. (the "Code of Conduct"), and is organized in two sections. 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 and the procedures for adopting and implementing this policy. The second section aims to give an adequate representation of each of the items that make up the compensation and to illustrate 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 Members of the Board of Statutory Auditors. Positions of Executives with strategic responsibilities are not dealt with as the Company does not have any, since the officer 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.

The Annual General Meeting of the Shareholders, convened to approve the Financial Statements for the year ended December 31 2018, as per the terms of Art. 123-ter of the T.U.F., is called upon to express a non-binding vote on the first section of the Compensation Report. The result of the vote will be disclosed to the public, in accordance with the terms of Art. 125-quater 2nd paragraph of the T.U.F..

List of definitions

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

"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 giving instructions on the subject of related-party transactions and identified in Art. 2.2.3 of the "Rules for related-party transactions" adopted by COFIDE S.p.A.

"Group": the Company and its subsidiaries.

"Policy": compensation policy of the Company.

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

"Company": COFIDE 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 of the Members of the Board of Directors with reference to the year 2019 together with the procedures used for the adoption and implementation of the policy. The policy establishes the principles and guidelines on the basis of which compensation is determined.

It should be noted that for COFIDE S.p.A. the compensation policy is extremely simplified, since it includes only the payment of fees – approved by the Shareholders' Meeting – to the members of the Board of Directors.

It should also be noted that the officer 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.

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 illustrates it in this section of the report so that it can be submitted to the consultative vote of the Shareholders' Meeting.

The Policy is structured as follows:

• i) The Shareholders' Meeting establishes the fixed fee for the members of the Board of Directors when they are appointed for the entire duration of their mandate.
• ii) The Shareholders' Meeting expresses a vote, which is non-binding, on the Policy approved each year by the Board of Directors.
• iii) At the proposal of the Appointments and Compensation Committee and having heard the opinion of the Statutory Auditors, the Board of Directors establishes the compensation of Directors with special positions.
• iv) The Board of Directors establishes the compensation of non-executive Directors for being on one or more committees.
• v) The Appointments and Compensation Committee has responsibility for preparing proposals to the Board of Directors regarding the compensation of Directors holding special positions, for preparing the Policy and submitting it to the examination of the Board of Directors.

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 Committee is made up of Independent Directors Massimo Cremona, Francesca Paola Dubini and Francesco Guasti.

The Appointments and Compensation Committee:

• 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 and Risk 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;
• 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;
• Puts forward proposals, at the indication of the Chief Executive Officer, on the criteria for the compensation of the managerial staff of the Company;
• Periodically assesses the adequacy, the 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 one year to the next

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

The guidelines of the Policy for this year have not changed from those of last year's Policy.

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

The compensation for Directors is in cash (i.e. it does not involve any equity component) and has no variable parts.

Directors holding special positions (the Chairman) have been assigned a fixed fee in cash by the Board of Directors.

The compensation assigned to 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.

f) Policy followed in relation to non-monetary benefits

At present no (non-monetary) benefits are envisaged for Directors.

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

There is no variable part of the compensation in cash.

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

Not applicable because, as stated in paragraph e), no financial instruments are awarded.

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 was of the opinion that compensation based solely on a fixed fee was in line with the characteristics and nature of the Company.

In defining the compensation systems the Board of Directors also made sure that

these systems gave due consideration to the "Guidelines on the subject of internal control and risk management" approved by the Board of October 29 2012.

j) The vesting period, the 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

Not applicable.

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

Not applicable.

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

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

m) Information on the presence of possible insurance cover, in the sense 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 in the exercise of their functions with the aim of protecting the Group from the risk of having to pay compensation, except for 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 (the Chairman) 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.

SECTION II

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 and Risk 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 other Statutory Auditors.

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 payouts

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 non-monetary 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, specific information on the criteria used to determine the leaving indemnity matured

During the year 2018 no leaving indemnity was paid out.

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

(in o) eur					( 1)	( 2)	(	3)	( 4)	( 5)	( 6)	( 7)	( 8)
and firs Las t na t na me me	Pos itio n	iod whi ch Per in the itio pos n w as held 20 18	Exp iry of dat man e	Com pan y ing pre par fin ial anc and stat nts eme sub sidi arie d s an ocia tes ass	ed f Fix ees	s fo r be Fee ing mit tees on com	iab le n Var com pen non eq Bon use s & oth er	ity on- equ sati on uity Pro fit sha ring	Non net -mo ary ben efit s	Oth er f ees	al Tot	Fai lue r va of e qui ty sati com pen on ( th etic al eor val te ue: see no ) V	End of dat man e or l ing eav ind ity emn	No tes
	Cha irm an	1.1 - 31 .12	in. Stat al F App rov . 20 18	CO FID E S A. .p.	160 ,00 0						160 ,00 0			1, 2
DE BE NE DE TTI RO DO LFO		1,7 25, 000				22, 296		1,74 7,2 96			I, I I
				Tot al	1,8 85, 000				22, 296		1,9 07,2 96
CA ND IAN I SI LV IA	Dir ecto r	1.1 - 3 0.7	in. Stat al F App rov . 20 18	CO FID E S A. .p.	5,8 33						5,8 33			1
CR EM ON A M AS SIM O	Dir ecto r	1.1 - 3 1.12	in. Stat al F App rov . 20 18	CO FID E S A. .p.	10, 000	17, 000					27, 000			1, 3 a, 3 b
DE BE NE DE TTI ED OA RD O	Dir ecto r	1.1 - 3 1.12	App in. Stat al F rov . 20 18	CO FID E S A. .p.	10, 000						10, 000			1
			Sub sidi arie s	20, 000						20, 000			I
			al Tot	30, 000						30, 000
	Dir ecto r	1.1 - 3 1.12	App in. Stat al F rov . 20 18	CO E S A. FID .p.	10, 000						10, 000			1, 4
DE BE NE DE TTI MA RC O		Sub sidi arie s	245 ,00 0						245 ,00 0			I
			Tot al	255 ,00 0						255 ,00 0
DU BIN I PA OL A	Dir ecto r	1.1 - 3 1.12	in. Stat al F App rov . 20 18	CO FID E S A. .p.	10, 000	17, 000					27, 000			1, 3 a, 3 b
FER RE RO PIE RL UIG I	Dir ecto r	1.1 - 3 1.12	App in. Stat al F rov . 20 18	CO FID E S A. .p.	10, 000						10, 000			1
				Sub sidi arie s	80, 000						80, 000			I
			Tot al	90, 000						90, 000
GU AS TI F RA NC ESC O	Dir ecto r	1.1 - 3 1.12	in. Stat al F App rov . 20 18	CO FID E S A. .p.	10, 000	17, 000					27, 000			1, 5 , 3a , 3 b
MA RO CC O P IA	Dir ecto r	21. 9 - 31. 12	in. Stat al F App rov . 20 18	CO FID E S A. .p.	2,7 67	2,3 84					5,1 51			1, 3 b
PO RC AR I M AR IA SER EN A	Dir ecto r	1.1 - 3 1.12	App in. Stat al F rov . 20 18	CO FID E S A. .p.	10, 000	10, 000					20, 000			1, 3 b

(in o) eur						( 2)	(	3)	( 4)	( 5)	( 6)	( 7)	( 8)
Las and firs t na t na me me	Pos itio n	Per iod in whi ch the itio pos n w as held 20 18	of Exp iry dat man e	Com pan y ing pre par fin ial anc	Fix ed f ees and nts d arie s an tes	Fee s fo r be ing mit tees on com	Var iab le n ity on- equ sati com pen on uity non eq		Non net -mo ary	Oth er f ees	Tot al	lue Fai r va of e qui ty sati com pen on	End of dat man e or l ing eav	No tes
				stat eme sub sidi ocia ass			Bon use s & oth er	fit Pro sha ring	ben efit s			( th al etic eor val te ue: see no ) V	ind ity emn
ZIN GA LE S R ICC AR DO	Cha irm an B d o f St atut oar ory Aud itor s	1.1 - 31 .12	App in. Stat al F rov . 20 19	CO E S A. FID .p.	35, 000						35, 000
				Sub sidi arie s	95, 050						95, 050			6
		130 ,05 0						130 ,05 0
DE LLA TO RR E A NT ON ELL A	Stat Aud itor uto ry	1.1 - 3 1.12	App in. Stat al F rov . 20 19	CO E S A. FID .p.	20, 000						20, 000
		10, 000						10, 000			6
		30, 000						30, 000
BR AC CO TIZ IAN O	Stat Aud itor uto ry	1.1 - 3 1.12	in. Stat al F App rov . 20 19	CO FID E S A. .p.	20, 000						20, 000
				Tot al	20, 000						20, 000

NOTES

• (1) Fees for the position of Director in the company preparing the financial statements of € 10,000 approved by the AGM and by the Board of Directors as per Art. 2389, 3rd paragraph 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 committees of the company preparing the financial statements include: a) Appointments and Compensation Committee € 5,000 plus € 1,000 for attending one meeting. b) Control and Risk Committee € 5,000 plus € 1,000 for attending six meetings.
• (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 parag. 3 of Art. 2389 of the Civil Code.
• (II) Fees in subsidiaries for the position of Chairman and/or for special positions as per parag. 3 of Art. 2389 of the Civil Code. The fees in the form of non-monetary benefits refer to insurance policies.

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

			Opti held at th e be ginn ing o f the ons yea r			Opti assig ned duri ng th ons e ye ar						Opti cised dur ing t he y ons exer ear			Opt ions that expi red in th e ye ar	Op tions held nd of at e year	Opt ions for the y ear
		(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)	(13)	(14)	(15) = (2)+ (5)-( 11)- (14)	(16)
e & f Last irst n nam ame	Posi tion held	Plan	Num of optio ber ns	Strik ice e pr	Peri od of sible rcise pos exe (from ) - to	Num of optio ber ns	Strik e pric e	od of Peri ible poss cise exer (from -to)	valu Fair e ant d at gr ate hous ands (in t of eu ro)	Gran t dat e	ket p of Mar rice unde rlyin g shar t gra nt es a date of o ptio ns	Num ber of optio ns	Strik e pric e	ket p of Mar rice unde rlyin g shar t es a cise date exer	Num ber of optio ns	Num ber of optio ns	Fair valu e (theo retic al valu e : s ee ) note (in t hous ands of ) euro
DE B ENE DET TI R ODO LFO	CHA IRM AN
Extr aord inary k op tion plan stoc		200 9 2a che (**) tran	1,75 0,00 0	2.73 44	from 31/0 3/20 08 to 31/0 3/20 18										1,75 0,00 0		--
aord inary k op tion plan Extr stoc		che (**) 200 9 3a tran	1,75 0,00 0	1.68 06	from 30/0 9/20 30/0 9/20 08 to 18										1,75 0,00 0		--
Extr aord inary k op tion plan stoc		200 9 4a che (**) tran	1,75 0,00 0	1.07 18	from 31/0 3/20 09 to 31/0 3/20 19											1,75 0,00 0	--
Stoc k op tion plan		200 9 1a che tran	1,75 0,00 0	0.99 07	from 30/0 9/20 09 to 30/0 9/20 19											1,75 0,00 0	--
k op tion plan Stoc		che 200 9 2a tran	1,75 0,00 0	1.54 49	from 28/0 2/20 28/0 2/20 10 to 20											1,75 0,00 0	--
Stoc k op tion plan		201 0 1a che tran	1,75 0,00 0	1.62 08	from 30/0 9/20 10 to 30/0 9/20 20											1,75 0,00 0	--
Stoc k op tion plan		201 0 2a che tran	1,75 0,00 0	1.49 82	from 28/0 2/20 11 to 28/0 2/20 21											1,75 0,00 0	--
TOT AL ( *)			12,2 50,0 00	1.59 16											3,50 0,00 0	8,75 0,00 0	0

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

(**) Plans resulting from the conversion of Phantom Stock Option Plans.

(16) This is the notional cost for the Company recognized to the Income Statement in personnel costs with offset in the special equity reserve.

SCHEDULE 7-TER - TABLE 1

SHARES OWNED BY MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES AND GENERAL MANAGERS

nd Las t N Fir st N am e a am e	Pos itio n	wh ich sh ed Co in mp any are s ar e o wn	. of sh No are s ed a t D mb er 3 1 own ece 201 7	. of sh No are s uir ed in acq the r 2 018 yea	No . of sh fer red s tr are ans in t he y 20 18 ear	No . of sh ed a t are s o wn ber 31 20 18 De cem	No tes
DE BE NE DE TT I R odo lfo	C hai rma n	CO FID E S A. .p.	0	0	0	0
DE BE NE DE TT I R odo lfo	C hai rma n	CIR S.p .A.	8, 207 746 ,	0	0	8, 207 746 ,	( 1)
DE BE NE DE TT I R odo lfo	D irec tor	GE DI Gru Ed itor iale S.p .A. ppo	0	0	0	0
DE BE NE DE TT I R odo lfo	D irec tor	SO GE FI S.p .A.	0	0	0	0
Pie rlui i FER RE RO g	irec D tor	CO FID E S A. .p.	0	0	0	0
Pie rlui i FER RE RO g	siti No po on	CIR S.p .A.	250 000 ,	0	0	250 000 ,
Pie rlui i FER RE RO g	siti No po on	Ed itor iale GE DI Gru S.p .A. ppo	20, 000	0	0	20, 000
Pie rlui i FER RE RO g	siti No po on	SO GE FI S.p .A.	15, 000	0	0	15, 000

NOTES

(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 Semplice and 2,000,000 indirectly through the company Rodolfo De Benedetti S.r.l..

Part Two

Annexes charts 1 and 2 as per 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 and Statutory Auditors, as well as by their spouses who are not legally separated and minor children, directly or through subsidiaries, fiduciary companies or third persons, as resulting from the Shareholder Book, notification received or from any other information obtained from the same Directors and Statutory Auditors (Chart 1 of Schedule no.7-ter of the Rules for Issuers).

PROPOSED RESOLUTION

Consultative vote on Section I of the Compensation Report as per Art. 123-ter of the T.U.F.

Dear Shareholders,

In accordance with the terms of Art. 123-ter, paragraph 6, of the T.U.F., you are being called upon to adopt a resolution on Section I of the Compensation Report prepared according to the provisions of Art. 84-quater of Consob's Rules for Issuers, in conformity with Annex 3 A, Schedule 7-bis of the above-cited Rules.

Given the above, drawing your attention to the content of the above-mentioned Report, your Board of Directors hereby submits to you the following

Proposed resolution

The Annual General Meeting of the Shareholders of COFIDE - Gruppo De Benedetti S.p.A.

• Having seen the terms of current regulations;
• Acknowledging that the Compensation Report has been filed and made available within the time limits required by law

ADOPTS A RESOLUTION

in favour of the content of Section I of the Compensation Report approved by the Board of Directors at the meeting held on March 11 2019.

Milan, March 11 2019

The Board of Directors