CIR Group

AGM Information • Mar 13, 2020

ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

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

Palazzo delle Stelline Congress Centre

Corso Magenta n. 61 - Milan

Report on the Item 4) on the Agenda

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS FOR THE YEARS 2020-2022 AND DECISION AS TO THEIR FEES

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

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS FOR THE YEARS 2020-2022 AND DECISION AS TO THEIR FEES

Dear Shareholders.

The Board of Statutory Auditors appointed by you at the Shareholders' Meeting held on April 29 2017 for financial years 2017-2019, has now lapsed with this Shareholders' Meeting as the three year mandate has come to an end.

We should remind you of the terms of Art. 22 of the Company Bylaws, of which for your ease of reference we are reproducing the relevant part below:

"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 re-elected.

1. Minority shareholders have the right to 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 in two sections: one section for the candidates for the position of Statutory Auditor and the other containing the candidates for the position of Alternate Auditor, and in each section the candidates are listed in numerical order. Lists that 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 time frames and following the procedures prescribed by legislation applicable.

4. Only Shareholders who, either alone or with others, represent at least 2.5% of the share capital or any other percentage that may be established by law or by regulations, have the right to present lists and they are required to provide proof of ownership of the required number of shares within the time limits and following the procedures laid down by law.

5. Lists presented that 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 Financial Intermediation Consolidation Act, or those who take part in the same Shareholder agreement for voting purposes can present or jointly present just one list.

7. Each Shareholder can vote for just one list.

8. Candidates can be present in only one list otherwise they will be excluded from election.

9. 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. 58/1998 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 or regulations on the subject. Those who do not respect the maximum limit for the number of positions they can hold in accordance with the law or with regulations will also be excluded.

10. Together with each list and within the above-mentioned time limit, a declaration signed by each candidate will be submitted. This declaration will attest that the candidate, under his or her own responsibility, accepts his or her nomination and will 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 the members of Boards of Statutory Auditors.

11. 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.

12. Any incompleteness or irregularity regarding individual candidates will lead to the elimination

of their names from the list to be put to the vote.

1. 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 which 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.

1. 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.

2. 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.

3. 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.

4. The remuneration of the Statutory Auditors is established by the Shareholders' Meeting."

With reference to paragraph 5 of Art. 22 of the Company Bylaws, we inform you that Consob, with a managerial decision n. 30 of March 6 2020, set 2.5% as the minimum percentage required to present a list of candidates.

We would remind you that on January 1 2020 Law no. 160 of 27/12/2019 took effect. This has, among other things, changed Art. 148 paragraph 1-bis of D.Lgs. no. 58 of 24/2/1998 to the effect that the proportions of the members of the Board of Statutory Auditors to be elected must be calculated in such a way as to ensure that the least represented gender obtains at least two fifths of the auditors in office.

With its Communiqué no. 1/20 of January 31 2020 Consob established that the criterion for rounding up to the higher unit as set out in paragraph 3 of Art. 144-undecies.1 ("Gender Balance") of Consob's Rules adopted with resolution no. 11971 of May 14 1999 and subsequent amendments ("Rules for Issuers") is to be considered not applicable as it is arithmetically impossible for boards consisting of three members. Therefore, for such boards, Consob says that rounding down to the unit below is in line with the new rules.

We would also remind you that the lists must be filed with the registered office of the Company or must reach the certified e-mail address segre@legalmail.it by March 30 2020.

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 2 2020. This fact will be announced with a notice on the Company's website www.cirgroup.com. In this case the minimum requirement for the presentation of lists is reduced by one half and thus to 1.25% of the share capital.

The lists will be published through the eMarket STORAGE service and on the website www.cirgroup.it by April 3 2020.

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 26/2/2009, which can be found on the website www.consob.it.

In consideration of the terms of Art. 125-ter of 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 be assigned to the members of the Board of Statutory Auditors.

The controlling Shareholder informed the Board of its intention to submit to the approval of the AGM the proposal of giving 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 F.LLI 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.