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CIR Group M&A Activity 2026

May 26, 2026

4434_rns_2026-05-26_31beb407-2e28-45a0-9f13-1116783a37ee.pdf

M&A Activity

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Informazione Regolamentata n. 0097-76-2026 Data/Ora Inizio Diffusione 26 Maggio 2026 17:45:13 Euronext Milan

Societa': CIR

Utenza - referente: CIRNSS02 - Claudio Patrian

Tipologia: 3.1

Data/Ora Ricezione: 26 Maggio 2026 17:45:13

Oggetto: Press release pursuant to Article 36 of the Issuers' Regulations – Fulfilment of the Conditions for the Offer to be Effective

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CIR

press release

Press release pursuant to Article 36 of the Issuers' Regulations – Fulfilment of the Conditions for the Offer to be Effective

Milan, 26 May 2026 - With reference to the voluntary partial public tender (the "Offer"), launched by CIR S.p.A. ("CIR" or the "Offeror" or the "Issuer") pursuant to Article 102 et seq. of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented ("TUF"), and Article 37 of the Regulations adopted by Consob by Resolution No. 11971/99, as amended and supplemented ("Issuers' Regulations"), for a maximum of 50,000,000 shares of the Offeror, of no par value and fully paid up, the Offeror hereby announces that the Conditions for the Offer to be Effective referred to in Section A, Paragraph A.1 of the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF by Resolution no. 23957 of 22 April 2026 (the "Offer Document"), have been fulfilled today.

In light of the above, the Offer is to be considered fully effective.

The press release concerning the final results of the Offer will be published by 7.29 am on 29 May 2026.

For further information regarding the Offer, please refer to the Offer Document, containing a detailed description of the terms and conditions of the Offer, which has been made available to the public, together with the acceptance form, for consultation at the registered office of CIR in Milan, Via Ciovassino, no. 1, as well as at the offices of the Intermediary responsible for coordinating the collection of tenders, Equita SIM S.p.A., and at the offices of the appointed intermediaries Equita SIM S.p.A., Banca Monte dei Paschi di Siena S.p.A., and BNP Paribas, Italian Branch, as well as on the Issuer's website at www.cirgroup.it in the section "Governance/Voluntary partial public tender offer for CIR treasury shares".


CIR Group contacts:

Press Office

Dini Romiti Consulting
Angelo Lupoli
[email protected]
[email protected]

Investor Relations
Michele Cavigioli
[email protected]

Corporate Secretariat
Antonio Segni
Flavia Torriglia
[email protected]

Ph: +39 02 722701
cirgroup.it


2 | cirgroup.it

The dissemination, publication or distribution of this notice is prohibited in any jurisdiction where it would constitute a violation of the relevant applicable law.

The Offer is being launched exclusively in Italy and will be promoted on a non-discriminatory basis and on equal terms to all holders of CIR shares, as indicated in the communication published pursuant to article 102 of Italian Legislative Decree No. 58 of February 24, 1998, and better described in the Offer Document to be published pursuant to applicable regulations.

The Offer has not been and will not be promoted in the United States of America, Canada, Japan, Australia, as well as any other country where the promotion of such Offer and the tendering therein would not be in compliance with financial market or other local laws and regulations or would otherwise not be permitted in the absence of prior registration, approval or filing with the respective regulatory authorities (such countries including the United States, Canada, Japan and Australia, the "Excluded Countries"), nor by using domestic or international means of communication or commerce of the Excluded Countries (including, but not limited to, the postal network, fax, telefax, electronic mail, telephone and the internet), nor through any facility of any financial intermediary of the Excluded Countries, nor in any other manner. No action has been taken nor will be taken to make the Offer possible in any of the Excluded Countries.

A copy, in whole or in part, of any document relating to the Offer, including this press release, is not and shall not be sent, or in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Any person who receives the above documents shall not distribute, send or dispatch them (either by mail or by any other means or instrument of communication or international commerce) in the Excluded Countries. Any document relating to the Offer, including this press release, does not constitute and shall not be construed as an offer of financial securities addressed to persons domiciled and/or resident in the Excluded Countries. No participation may be offered or sold in the Excluded Countries in the absence of specific authorization under applicable local law provisions of the Excluded Countries or a waiver thereof. This press release does not constitute an offer to sell or a solicitation of offers to buy or subscribe the shares.


Fine Comunicato n.0097-76-2026 Numero di Pagine: 4