CIR Group

AGM Information • Mar 17, 2017

NOTICE OF ORDINARY GENERAL MEETING

1st CALL – APRIL 27 2017 - at 11.00 a.m.

2nd CALL – APRIL 28 2017 - at 11.00 a.m.

PALAZZO DELLE STELLINE CONGRESS CENTRE

CORSO MAGENTA 61 - MILANO

* * *

Report on Item 3) on the Agenda

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS FOR FINANCIAL YEARS 2017-2019 AND DECISION AS TO THEIR FEES

CIR S.p.A. – Capitale sociale € 397.146.183,50 – Sede legale : Via Ciovassino 1, 20121 Milano – www.cirgroup.it R.E.A. n. 1950112 – Iscrizione Registro Imprese di Milano / Codice Fiscale / Partita IVA n. 00519120018 Società soggetta all'attività di direzione e coordinamento di COFIDE S.p.A.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS FOR FINANCIAL YEARS 2017-2019 AND DECISION AS TO THEIR FEES

Dear Shareholders,

The Board of Statutory Auditors that you appointed at the AGM held on June 30 2014 for financial years 2014-2016 has now lapsed with this Shareholders' Meeting as the three years of its mandate have come to an end.

We would like to remind you of the terms of Article 19 of the Company Bylaws:

"1. The Board of Statutory Auditors consists of three Statutory Auditors and three Alternate Auditors whose term of office lasts for three financial years and who can be reappointed. Minority Shareholders can elect one Statutory Auditor and one Alternate Auditor.

2. The Board of Statutory Auditors is appointed by the Shareholders' Meeting on the basis of lists of candidates presented by the Shareholders consisting of two sections: one for the candidates for the position of Statutory Auditor and the other for the candidates for the position of Alternate Auditor and the candidates in each section are listed in numerical order. Lists which include a number of candidates equal to or higher than three must include in each section candidates belonging to both genders.

3. The lists of candidates, signed by the Shareholders who are presenting them, must be filed within the terms and following the procedures laid down in the legislation applicable.

4. Only Shareholders who, either alone or with others, represent at least 2% of the share capital have the right to present lists and they are required to provide proof of ownership of the required number of shares within the terms and following the procedures laid down by law.

5. Lists presented which do not comply with the above rules will be considered as not having been presented.

6. No Shareholder can present or contribute to the presentation of more than one list of candidates even through an intermediary or through a fiduciary company. Shareholders who are subject to joint control as per the terms of Art.93 of the Consolidation Act on the subject of financial intermediation or those who take part in the same shareholder agreement for voting purposes can present or jointly present just one list. Each Shareholder can vote for just one list.

7. Candidates can be present on only one list otherwise they will be excluded from election.

8. Candidates who already hold the position of Statutory Auditor for five other companies or organizations whose shares are listed on a regulated market included in the list as per articles 63 and 67 of D.Lgs. no. 58/98 cannot be included in the list of candidates and neither can individuals who do not possess the necessary requisites of integrity, professionalism and independence laid down in the legislation on the subject or those who do not respect the maximum limit for the number of positions they can hold in accordance with the law or with regulations.

9. Within the above-mentioned time limit and together with each list, a declaration signed by each candidate must be submitted. This declaration should attest that the candidate, under his or her own responsibility, accepts his or her nomination and should certify that there are no reasons why he or she should be ineligible for the position or be otherwise incompatible and that the candidate possesses the necessary requisites laid down by law and by current regulations for members of Board of Statutory Auditors.

10. The lists must also be accompanied by a curriculum vitae with the personal and professional details of the candidate and details of any other positions of director or auditor held in other companies.

11. Any incompleteness or irregularity regarding individual candidates will lead to the elimination of their names from the list that will be put to the vote.

12. The election of the members of the Board of Statutory Auditors will take place as follows:

1. Two members and two alternate members will be drawn from the list which obtains most votes at the Shareholders' Meeting on the basis of the numerical order in which the names appear on the list;

2. The other member and the other alternate member will be drawn from the list which obtains the second most votes at the Shareholders' Meeting ("minority list") and who must not be connected even indirectly with the Shareholders who presented or voted for the list which obtained the most votes, again on the basis of the numerical order in which the names appear on the list;

3. If only one list is presented, all the Statutory Auditors and Alternate Auditors will be drawn from that list.

When application of the procedure described in 1), 2) and 3) above does not give the gender balance required by current legislation, the last person elected from the section of the list that obtained the most votes belonging to the most represented gender shall lapse and shall be replaced by the first candidate not elected from the same list and the same section belonging to the least represented gender. Otherwise, the Shareholders' Meeting shall make up the number of the Board of Statutory Auditors with the majorities required by law, ensuring that the requirement is complied with.

13. The candidate on the minority list who obtained most votes has the right to the position of Chairman of the Board of Statutory Auditors. If only one list is presented, the candidate for the position of Statutory Auditor who is number one on that list has the right to the position of Chairman of the Board of Statutory Auditors.

14. Should an Auditor prove not to be possession of the qualifications required by law and by these Bylaws then his or her appointment will no longer be valid and will therefore lapse.

15. Should a Statutory Auditor need to be replaced, the individual taking his or her place will be selected from the same list of candidates as his or her predecessor, ensuring that the terms of the law and of the Bylaws are complied with, taking specifically into account the obligation to have gender balance."

With reference to paragraph 4 of Art. 19 of the Company Bylaws, we inform you that Consob, with its resolution no. 19856 of January 25 2017, set 2.5% of the share capital as the minimum requirement for presenting a list of candidates. We must remind you that the lists must be filed at the registered office of the Company or must reach the certified e-mail address segre@legalmail.it by April 2

1. Since this date is a Sunday, lists sent by fax to the no. 02-72270326 will be accepted, provided they are filed at the Company headquarters by April 3 2017.

In the event that on the date when the term for presenting lists expires only one list has been filed, or only lists presented by Shareholders who are connected as per the terms of applicable regulations, as per Art. 144-sexies of the Rules for Issuers approved with Consob Resolution no. 11971 and subsequent amendments and additions, lists can be presented up to and including the third day after that date and that is by April 5 2017. This fact will be announced with a notice on the Company's website www.cirgroup.it. In this case the minimum requirement for the presentation of lists is reduced by one half and thus to 1% of the share capital.

The lists will be published through the eMarket STORAGE service and on the website www.cirgroup.it by April 6 2017.

Shareholders other than the controlling shareholder who wish to present a list are requested to familiarize themselves with the recommendations made by Consob in Communiqué no. DEM/9017893 of February 26 2009, which can be found on the website www.consob.it.

In consideration of the terms of Art. 125ter D.Lgs. 58/1998 and subsequent amendments and additions to the same (T.U.F.) concerning the need to make the proposed resolutions available, your Board took it upon itself to ask the controlling Shareholder of its intentions regarding the fees to assign to the members of the Board of Statutory Auditors.

The controlling Shareholder informed the Board that the intention was to submit to the approval of the AGM a proposal to assign an annual fee pro-rata-temporis of euro 75,000 to the Chairman of the Board of Statutory Auditors and of euro 50,000 to each of the Statutory Auditors in office.

Given the above, your Board puts before you for your approval the following resolution:

"The Annual General Meeting of the Shareholders of CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE:

• having acknowledged the report of the Board of Directors

• having acknowledged the proposal of the Shareholder COFIDE – Gruppo DE BENEDETTI S.p.A.

• bearing in mind the terms of the law and of the Company Bylaws

RESOLVES

• to establish an annual fee pro-rata-temporis of euro 75,000 for the Chairman of the Board of Statutory Auditors and of euro 50,000 for each of the Statutory Auditors in office."

Lastly, we would remind you that you must either vote for one of the lists presented or abstain, state that you are opposed to all the lists or not take part in the voting at all.