CIR Compagnie Industriali Riunite : Board of Directors Meeting - 2019 First Quarter Results

1Q 2019 Results

April 2019

Group structure as of 31 March 2019

56.7%

59.5%

56.8%

45.8%

Non-core investments

Businesses

Competitive position

Healthcare group specialized in long term care (nursing homes/rehab), diagnostics and cancer care

Leader in Italian long term care, developing presence in UK, India

Global automotive supplier of suspensions, filtration, air intake & cooling components

Leadership positions in core geographies (Europe and South America), leveraged to expand globally

Italian media group, with	Investments in Private
presence in dailies,	equity, NPLs
periodicals, radio, internet
and advertising

First Italian publishing group:

▪N.1 in national and local dailies circulation

▪N.1 Information website

▪N.1 news magazine

▪N. 3 Radio network

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Note: Participation stakes updated as of 31 March 2019 and calculated net of treasury shares of subsidiaries

CIR - Cofide Merger (1/2)

•On March 11, 2019 the Boards of CIR and Cofide approved the merger by incorporation of CIR into Cofide

•The transaction has the following objectives:

o Shortening the control chain and achieving a corporate structure that is in line with best practices and market expectations

o Increasing the free float, with positive impacts on trading and liquidity

o Simplifying the Group's Corporate Governance and reducing overall holding costs

•The company resulting from the merger will be called CIR, and will have the same operational and strategic profile, as well as substantially the same financial position of today's CIR

•The exchange ratio for the merger has been set at 2.01 shares of Cofide for each share of CIR, based on a valuation methodology that included both NAV values and market prices of the two companies, in line with best market practices and previous comparable transactions. Such exchange ratio has been validated by the Related Parties Committees of CIR and Cofide, based on fairness opinions released by their respective independent financial advisors

•The extraordinary shareholders meeting for the approval of the merger is expected to be held by the end of June 2019, and the merger is expected to be effective by the end of Q42019. Following the completion of the merger, a Shareholders Meeting of the

combined entity will promptly be called, in order to appoint a new Board of Directors 3

CIR - Cofide Merger (2/2)

•Double voting rights in the post merger entity

o Cofide's current by-laws include a double voting rights mechanism for shareholders that apply for it and continuously hold shares for a 'Minimum Holding Period' of 24 months

o On April 29, 2019 the Shareholders meeting of Cofide approved a resolution for the extension of the Minimum Holding Period from 24 to 48 months

o Such extension would take effect 30 days after the merger date with CIR, thereby giving current CIR shareholders a time window to apply for double voting rights based on the current 24 months Minimum Holding Period

o In relation to such change in the by-laws, Cofide has recognized a withdrawal right to its current shareholders; should the total cash amount related to withdrawals exceed Euro 5 M, the company has the right to waive such resolution and retain the current 24 months Minimum Holding Period

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1Q 2019 consolidated financials highlights

•Consolidated net result in 1Q 2019: € 4.5 M (vs € 9.5 M in 1Q 2018)

Contribution of industrial businesses (KOS, Sogefi and GEDI): € 6.5 M (vs. € 12.2 M in 1Q 2018)

•Consolidated net financial position at March 31, 2019:

Without IFRS16: - € 315.9 M (vs. - € 297.1 M at December 31, 2018), including:

▪A net financial surplus at holding level of € 326.2 M (slightly increasing vs. € 325.5 M at December 31, 2018)

▪A net debt of consolidated subsidiaries of € 642.1 M

(increasing vs. € 622.6 M at December 31 2018 mainly due to GEDI).

With IFRS16: - € 769.3 M (of which -€ 1,095.5 M from subsidiaries)

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