September 2016

CIR, which stands for Compagnie Industriali Riunite, is the company at the head of one of the most important industrial groups in Italy with over € 2.5 billion in revenues and approximately 14,300 employees, approximately 8,000 in Italy. According to the 2015 edition of the Mediobanca’s R&S Annual Directory, in terms of revenues CIR is one of the top 30 listed groups in Italy. The group is distinguished by the balance of its portfolio of business activities, for its long-term investment horizon and for the solid competitive positioning of the companies of the group in their respective business sectors.

Founded in Turin on the initiative of Carlo De Benedetti, who at the end of 1976 took over the well-established Concerie Italiane Riunite transforming it in just a few years into a diversified holding company for industrial investments. Since the mid nineteen eighties of the XX century, the group’s head office has been in Milan. The CIR group, through its subsidiaries, operates mainly in three business sectors:

• Media (national and local press, radio, internet and video, advertising) with Gruppo

Editoriale L’Espresso, one of the main multimedia publishing companies in Italy.

Espresso publishes the daily newspaper la Repubblica;

• Auto parts (suspensions, filtration, air and cooling) with Sogefi, one of the most

important companies in Italy in auto parts and a world leader in the product

segments in which it operates;

• Healthcare (care homes; rehabilitation centres; oncology treatment, diagnostics,

hospital management) \with KOS, the number four private group in Italy in the sector.

The CIR group

THE CIR GROUP .2

Group numbers

Sogefi

KOS

GruppoEspresso

5.1 MnREADERS

OF THE DAILY NEWSPAPERS FACILITIES

IN THE WORLD

Countries

77

FIGURES AS OFDECEMBER 31 st, 2015

NET INCOME

42 Mn/€

ESTABLISHMENT

REVENUES

2.5 Bn/€

EQUITY

1.1 Bn €

EBITDA

218.2 Mn/€

NET DEBT

121.7 Mn/€

UNIT DIVIDEND

0.044/€

EMPLOYEES

14.300

SHAREHOLDERS

13.500

THE CIR GROUP .3

The CIR group

The CIR group is present in almost all the regions of Italy, particularly with its media and healthcare businesses, and in four continents, thanks mainly to its industrial sites and its commercial offices in the auto parts sector.

CIR is controlled by Cofide-Gruppo De Benedetti, the financial holding company listed on the Stock Exchange that is headed by the three brothers Rodolfo, Marco and Edoardo De Benedetti. Rodolfo De Benedetti is Chairman of CIR. Monica Mondardini is Chief Executive Officer. The founder Carlo De Benedetti todayis Honorary Chairman.

REVENUES

BUSINESSES

All Media sectors from dailies and periodicals to radio, Internet and advertising

Global automotive components supplier (filters, engine air and cooling systems and suspensions)

Care homes; rehabili-tation centres; oncology treatment, diagnostics, hospital management

€ 605,1 Mn € 1.5 Bn € 439,2 Mn

56.5% 57.6% 51.3%

EBITDA

COMPETITIVEPOSITION

· la Repubblica: number one among Italian daily newspapers in the news stands· N.1 Italian information website· Top private radio group

Leader in its core businesses(filters and suspensions) in Europe and South America

Leader in Italian long term care(nursing homesand rehabilitation)

NETINCOME

The equity of the group includes further assets mainly in real estate, private equity funds, non-performing loans and non-strategic investments with a total carrying value of approximately € 130 million.

Figures as of DECEMBER 31st, 2015

The main objective of CIR’s activity is to create value in the long term for all its shareholders through a business model focused on obtaining a return on the various investments, process and product innovation, operating efficiency and valuing people and talent. CIR carries out its role as shareholder by giving constant support to the companies of the group in their most important decisions and in the more delicate stages of their development. Although a holding company with a majority shareholder, CIR has for some time been following the evolution of best practice both at national and international level on the subject of corporate governance. Over the years, CIR and its shareholders have in fact gradually improved the corporate governance of the company by taking various actions such as the conversion of savings shares and the appointment of more streamlined boards, which are active and contain a majority of independent directors, with the qualified participation of women and non-Italian directors.The current Board of Directors, which will end its mandate with the approval of the financial statements for the year ended December 31 2016, is made up of 13 members of whom 8 are independent.

Mission and governance

MARKET

TREASURY STO CK

23

15 2.1

14.1

45.8

“The companies of the group create the conditions for the shareholders to participate in the decisions which are within their competence in as broad and conscious manner as possible, promote equality and completeness of information and safeguard their interests”

(from the CIR Code of Ethics)

Name Position Exec/non-exec Independence(Code of Conduct and TUF)

Rodolfo De Benedetti Chairman Executive

Monica Mondardini CEO Executive

Maristella Botticini Director Executive xGiampio Bracchi Director Non-executive xFranco Debenedetti Director Non-executive

Edoardo De Benedetti Director Non-executive

Marco De Benedetti Director Non-executive

Silvia Giannini Director Non-executive xFranco Girard Director Non-executive xStefano Micossi Director Non-executive xMichael Pistauer Director Non-executive xClaudio Recchi Director Non-executive xGuido Tabellini Director Non-executive x

CIR SpA: Shareholders

CIR SpA: Board of Directors

www.cirgroup.com THE CIR GROUP .4

Figures as of APRIL 2016

Gruppo Editoriale L’Espresso is one of the main operators in Italy in the media sector and is active in publishing (newspapers and magazines), digital services, radio and the collection of advertising. Through its titles, the group is committed to providing quality information, culture, opinion and entertainment according to the principles of independence, freedom and respect for the individual. Its mission is to create value for all of its shareholders, paying great attention to results. With annual revenues of over 600 million euro, the group employs around 2,200 people.The parent company Gruppo Editoriale L’Espresso, listed on the Milan Stock Exchange, publishes the national daily newspaper la Repubblica and the weekly news magazine L’Espresso. Through its subsidiaries, the group also publishes 18 local newspapers and has 3 national radio stations.It also operates in the internet sector and collects advertising for both the titles of the Group and for other publishers. The Chairman is Carlo De Benedetti and the Chief Executive Officer is Monica Mondardini. More specifically, the Espresso group has organized its businesses into five divisions:

• National press: la Repubblica with its supplements, the weekly magazine

L’Espresso, four monthly publications and one bimonthly;

• Local newspapers: 17 local daily newspapers and one published three times a week;

• Digital: internet and applications for smart phones and new generation devices;

• Radio: 3 national radio stations (Radio Deejay, Radio Capital and Radio m2o);

• Advertising (Manzoni).

Media: Gruppo Espresso

Applications for smartphones

and new generation devices

Collection of advertising (Manzoni)

NATIONAL PRESS

LOCAL NEWSPAPERS DIGITAL RADIO ADVERTISING

Daily newspaperla Repubblica

Weekly magazine L'Espresso

Other publications

18 regional newspapers

thoughout Italy

Internet 3 national radio stations

Areas of activity

THE CIR GROUP .5

The group operates exclusively in the Italian market. La Repubblica is one of the top general newspapers in Italy in terms of number of readers (2.2 mn – source Audipress 2015) and the first in term of sales on the news-stands. Since 2012 the newspaper has been organizing la Repubblica delle Idee, a series of conferences and discussions held in various Italian cities and an opportunity for the newspaper and its readers to meet. Repubblica.it is the main news website in Italy.Overall, the readers of the Espresso group’s daily newspapers amount to over 5 million, with around 1.5 million readers of the weekly magazines. The websites have approximately 2.2 million unique users every day and over 7 million people listen to the radio stations.

The company’s Digital division has the mission of guaranteeing the group’s major brands a digital presence of absolute excellence, able to function on all platforms with the highest potential, thus accompanying its current presence on pcs with other more specific formats of the product for mobile platforms, tablets and netTV. In this sector, in 2012 the Espresso group set up a joint venture with AOL to publish the Italian edition of The Huffington Post. The newspaper la Repubblica has some3 million fans on the main social networks (Facebook, Twitter, Google+).

Media: Gruppo Espresso

www.gruppoespresso.it THE CIR GROUP .6

Auto parts: SogefiSogefi, founded by CIR in 1980 and listed on the Milan Stock Exchange (Star Market), is a company operating in the auto parts sector in three business areas in which it is a world leader:

• Suspensions;

• Filtration;

• Air and cooling.

Present in three continents and 18 countries, with 42 production plants, Sogefi is partner to the most important world vehicle constructors (cars and trucks) and operates in the original equipment market, and the original and independent after-markets. The Sogefi group is organized in three divisions, which reflect the different business areas (Suspensions, Filtration and Air&Cooling), and three central functions (Finance, Administration and Information Technology; Human Resources; Innovation and Product Marketing).Established in Italy and gradually extended throughout Europe and South America, partly through acquisitions, Sogefi is currently expanding significantly in non-European markets, particularly China, India, and above all North America. As part of this strategy, in recent years Sogefi has opened two new factories producing suspension components and engine systems at Wujiang (China), an engine systems plant at Pune (India) and, more recently, a factory at Monterrey in Mexico that supplies all three business units.

2015 revenues by geographical area

REST OF THE WORLD

EUROPE

11.6%

174,5*

264,1*

17.6%

7.4%

63% 943,8*

0.4% 111,1* 5,5*

THE CIR GROUP .7

* Millions of euro

In its core businesses the company is a market leader in Europe, South America and the United States. Sogefi generates annual revenues of over € 1.5 billion and has more than 6,700 employees worldwide.The Chairman of the company is Monica Mondardini; Laurent Hebenstreit is Chief Executive Officer.

The company devotes attention and investments to research and development with the aim of continually improving its products in terms of lifecycle, effectiveness, size, weight and compatibility with the environment. The group’s investments in research and development amount to approximately 3% of the annual revenues of Sogefi. The group’s research centres, located in Brazil, France, Germany, India and the US, have always been committed to studying and patenting solutions which reduce the quantity of raw materials used in the production process and which minimize waste and material consumption. In relation to vehicles, the group is active in the study of applications which reduce noise, energy consumption and emissions in order to improve comfort, make driving safer and protect the environment. For example, in the air and cooling division the company is concentrating on the optimization of fluid dynamics and temperatures while in the suspension components division Sogefi researchers are focusing on weight reduction, through the adoption of alternative materials to steel.In the field of research and development, Sogefi currently has partnerships with the Milan Politecnico, the McGill University of Montreal (Faculty of Engineering) and the University of Dresden.

Auto parts: Sogefi

SUSPENSIONCOMPONENTS

3rd producer in Europe2nd producer in Europe

1st producer in Mercosur 1st producer in Europe and NAFTA 1st producer in South America

AIR & COOLING FILTRATION

18 COUNTRIES

42 PRODUCTION SITES

Sogefi in the world

www.sogefigroup.com THE CIR GROUP .8

Healthcare: KOSKOS is one of the main Italian operators in the care-home sector. According to an R&S Mediobanca study of 2015, KOS is the number four private Italian healthcare company by revenues (approximately € 430 million).Founded by CIR in 2002, KOS today employs over 5,000 people in 77 facilities and operates in eleven regions mainly in the centre and north of Italy (Emilia-Romagna, Liguria, Lombardy, Marche, Piedmont, Trentino Alto-Adige, Veneto, Tuscany, Umbria, Lazio and Sicily). KOS’s mission is to offer quality healthcare and residential services with professionalism, a welcoming spirit and humanity.The company operates particularly in three areas:

• Nursing homes: residential and nursing care for elderly people who are not

self-sufficient. The group operates in this area with the brand Anni Azzurri;

• Rehabilitation centres: management of functional and psychiatric rehabilitation

centres with the brand Santo Stefano;

• Oncology treatment, diagnostics, hospital management: supply of advanced

services managed in outsourcing for advanced and complex technologies

(diagnostic imaging, nuclear medicine and radiotherapy with the brand Medipass).

The group also manages the “Fratelli Montecchi” hospital in Suzzara (Mantua).In 2011 KOS began its international activity in India in the sector of managing advanced medical technologies. In 2012 it acquired the technological equipment of two cancer hospitals in Britain, in Belfast and Leeds. In 2014 the group further strengthened its psychiatric rehabilitation facilities with the acquisition of the company Villa Azzurra in Emilia Romagna. In 2015 KOS launched six new care home and rehabilitation facilities, some acquisitions and some greenfield developments.The group manages approximately 7,300 beds. In March 2016 CIR signed an agreement with F2i, the largest infrastructure fund operating in Italy, for the entry of F2i into the capital of KOS in replacement of Ardian.The Chief Executive Officer of KOS is Giuseppe Vailati Venturi. THE CIR GROUP .9

KOS IN THE UK AND INDIAKOS IN ITALY

Nursing homesRehabilitation centresOncology treatments, diagnostics, hospital management Oncology treatments, diagnostics, hospital management

Oncology treatments, diagnostics,

hospital managementNursing homes

Rehabilitationcentres

Healthcare: KOS

Areas of activity

www.kosgroup.com THE CIR GROUP .10

Social responsibility

The CIR group promotes a business model capable of combining the objectives of creating value in the long term with careful attention paid to the impact of business decisions on the community in which it operates and on all its stakeholders, from its shareholders to its employees, from its clients to its suppliers. CIR and the companies of the group have also, over the years, promoted and supported numerous initiatives in the cultural, social and environmental fields, aimed in particular at shareholders, institutions and employees but also for the benefit of the community. In the healthcare and auto parts sector there are numerous activities for the territories in which the group operates, while in the media sector the initiatives are mainly directed at the users of the Espresso group’s media. Some examples of the social responsibility activities of the group are the following:

“Relations with stakeholders of the companies of the group are based on criteria and conduct reflecting fair play, collaboration, loyalty and mutual respect. Honesty represents the fundamental principle for all the activities of the Group and constitutes an indispensable element of company management”

(from the CIR Code of Ethics)

“The group recognizes the centrality of human resources and the importance of establishing and maintaining relationships based on loyalty and mutual trust with all staff”

(from the CIR Code of Ethics)

Since 2000 Gruppo Editoriale L’Espresso has been a media partner of the Accademia di

Santa Cecilia, one of the oldest musical academies in the world. The group also promotes

reading in schools through the initiative Repubblica@scuola.it and organizes the “Giuseppe

D’Avanzo Scholarships”, dedicated to students of schools of journalism with the aim of

promoting the techniques and methodologies of investigative journalism. The group also

collaborates with the Mario Formenton Foundation which has for more than twenty years

been awarding journalism and management scholarships to students and professionals

under 30 years of age.

In the environmental sphere, through its research and development centres, Sogefi is

particularly active in the development of components able to guarantee a reduction in weight

and thus of consumption and emissions of cars. Regarding its social initiatives, in Brazil

Sogefi is a partner of ICA (www.projetoica.org.br), a project launched in 1997 which enables

children and young adults between the ages of 2 and 24 to benefit free of charge from

education and training initiatives that complement their school education, giving them greater

opportunities for professional training and careers.

The KOS group organizes each year in the areas in which it is present over 100 cultural

events, conferences and training courses on healthcare and community issues.

It also supports, through the association Epsilon Onlus (www.epsilon-onlus.org),

a school complex in Togo dedicated to the memory of its former chief executive Piero Micossi.

The group supports the Santo Stefano Sport association, which promotes and fosters

sports activities for those who are physically challenged (www.sstefanosport.it). Lastly, KOS

collaborates with various associations and foundations that support those suffering from

Alzheimer’s disease (AIMA - Associazione Italiana Malati di Alzheimer, Fondazione Manuli).

Together to Go-TOG is the foundation set up by the De Benedetti family with the aim of

creating a centre of excellence for the rehabilitation of children suffering from complex

neurological conditions. Today the centre in Viale Famagosta in Milan is giving free treatment

to some 100 children. The TOG foundation, of which Carlo De Benedetti is President, is

actively supported by CIR. For information visit the website: www.togethertogo.org.

The Rodolfo Debenedetti Foundation was set up with the objective of promoting applied

research to enable economic policy decisions to be made in the field of the labour market and

welfare systems in Europe. It was founded in 1998 as an independent non-profit research

centre, dedicated to the memory of Rodolfo Debenedetti (1892-1991), father of Franco

Debenedetti and Carlo De Benedetti. CIR supports the Debenedetti foundation www.frdb.org

THE CIR GROUP .11

HistoryCIR was founded in 1976 by Carlo De Benedetti who acquired from the noble Bocca family an old tanning firm in Turin that was listed on the Stock Exchange with the name of Concerie Italiane Riunite, gradually transforming it into a holding company of equity investments.In the course of its history the CIR group has been distinguished for its ability to create new business initiatives in various sectors, from the launch of Finanza e Futuro (today part of the Deutsche Bank group) in financial services to that of Omnitel (today Vodafone Italia) and Infostrada (today part of the Wind group) in telecommunications. In the current perimeter of the group the company with the highest valuation is KOS, which was founded in 2002 at the initiative of CIR. CIR’s first business initiative in the ’seventies was the acquisition of Sasib, the Bologna company active in the production of machinery for the tobacco industry. In 1978 CIR subscribed a capital increase in Olivetti and became its majority shareholder with Carlo De Benedetti in the position of Deputy Chairman and Chief Executive. Olivetti was adequately recapitalized and subjected to an important process of economic, financial and industrial restructuring. In the ‘nineties Olivetti, in a critical period for the IT industry, entered the telecommunications sector, more specifically that of mobile telephony using GSM technology, setting up Omnitel. The company was subsequently acquired by Vodafone and took on its present name of Vodafone Italia. CIR left the capital of Olivetti definitively in 1998, before the launch of the company’s takeover bid for Telecom Italia.At the beginning of the ‘eighties Sogefi was established as a small local company producing vehicle parts and was transformed over the years into a multinational group among world leaders in the filtration and suspension components sectors.In that period CIR was also for some years shareholder of the food company Buitoni and made an unsuccessful takeover bid for the Belgian holding company Société

THE CIR GROUP .12

Générale de Belgique. At the end of that decade CIR entered the publishing sector acquiring control of Mondadori and, through the latter, of the Espresso group. In 1990 Rodolfo De Benedetti joined his father in the management of CIR, becoming Chief Executive three years later.

At the end of the ‘eighties CIR and Fininvest fought for control of the Mondadori group in a long battle in the courts (the so-called “Segrate war”), which ended with an arbitration award in CIR’s favour in June 1990 and a subsequent ruling by the Court of Appeal in January 1991 which overturned the arbitration award and led to the carve-up which took place in April of the same year. Through this carve-up CIR gained control of Espresso, Repubblica and Finegil (local newspapers), but gave up its claims to Mondadori and had to pay Fininvest a considerable sum of money as an adjustment. However, after a long and complex criminal case which ended in 2007, the appeal ruling against CIR proved to have been the result of the corruption of a judge. In 2004 CIR brought civil proceedings against Fininvest for compensation for the damage caused by the corruption, and this case ended in 2013 with full recognition of CIR’s rights and a settlement in its favour of approximately 490 million euro to compensate for the patrimonial damage it had suffered.

Between the end of the ‘nineties and the beginning of the following decade CIR set up two new companies: in the energy sector, following liberalization, Sorgenia was founded, while in the care-home sector KOS was established. Sorgenia, a joint venture with the Austrian operator VERBUND, grew rapidly in the first ten years of its existence, becoming one of the main operators in Italy, but subsequently it was hit by the deep economic crisis which particularly affected the energy sector. In March 2015, at the end of a process of debt restructuring of the company, CIR

History

THE CIR GROUP .13

and VERBUND ceded control of Sorgenia to its lending banks. KOS over the years has become a key operator in its business sector in Italy, becoming the fourth company in the sector in terms of revenues, and as from 2011 began developing internationally. Sogefi has grown in world markets through various acquisitions – particularly those of French companies such as Allevard (1999), Filtrauto (2001) and Systèmes Moteurs (2011) – following a strategy of expansion into non-European markets especially in North America and Asia. Meanwhile the Espresso group has been consolidating its position in traditional publishing and has become a leader in Italy in internet news mainly thanks to the success of the website repubblica.it.

In January 2009 Carlo De Benedetti resigned his position as Chairman of CIR and began the succession process in the company. In March 2013 he ceded control of the group to his sons Rodolfo, Marco and Edoardo. At the following Annual General Meeting of the Shareholders (April 2013), Rodolfo De Benedetti became Chairman of the company, while Monica Mondardini, who had been Chief Executive of Gruppo Editoriale l’Espresso since 2009, was appointed as Chief Executive of CIR as well.

In June 2014 Carlo De Benedetti completed the succession process of gradually giving up his executive positions, leaving the Board of Directors of CIR but maintaining the position of Honorary Chairman.

In January 2016 the newspaper la Repubblica celebrated its 40th birthday. In March CIR and the F2i fund announced an agreement to take over 46.7% of KOS from Ardian.

History

THE CIR GROUP .14

History

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015199319911989198719851983198119791977

1976 1978 1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016

1976 Carlo De Benedetti acquires control of CIR, a listed company originally active in the leather goods sector, and transforms it into a holding company focusing on investments

1976 Acquisition of Sasib (machinery, packaging, railway signalling); carved up and sold at end of the 90s

1999 Sogefi acquires Allevard (auto parts)

2001 Sogefi acquires Filtrauto (auto parts) from Valeo1985 CIR acquires Buitoni - Perugina (food), sold to Nestlé in 1988

1980 CIR creates Sogefi

1978 CIR becomes controlling shareholder of Olivetti (information services, telecommunications), exits in 1998

1987 CIR becomes shareholder of Mondadori and in 1989 acquires control of the Espresso Group

1995 Launch of Omnitel and Infostrada (telecommunications)

1999 Start-up of Sorgenia (energy)

2000 Investment in H3G (telecommunications) sold to Hutchison Whampoa in 200400 000200 ent inmmenstmmeInvestm22000000 Innvvesstmmmmeennt iin

2011 Sogefi acquires Systèmes Moteurs (auto parts)

2013 Carlo De Benedetti transfers control of the group to his three sons; Rodolfo De Benedetti and Monica Mondardini appointed Chairman and Chief Executive Officer of CIR

2015 CIR cedes control of Sorgenia to its creditor banks

2016 CIR and F2i acquire the Ardian fund’s interest in KOS

2002 CIR creates KOS

Timeline

THE CIR GROUP .15

CIR S.p.A.Compagnie Industriali Riunite

Via Ciovassino, 1 20121 Milan

Phone +39 02 72 27 01infostampa@cirgroup.com

cirgroup.com