October 2013

POWER INSTALLED5.1

00 MW

GruppoEspresso

Non-coreinvestments

Sogefi

KOS

Sorgenia

DAILY UNIQUEVISITORS OF

THE WEBSITES STRUCTURES

IN THE WORLD

Countries

ESTABLISHMENT

EMPLOYEES

REVENUES

Bln/€

m/€

SHAREHOLDERS

13.500

DATA UPDATED TODECEMBER 31st, 2012

CIR, which stands for Compagnie Industriali Riunite, is the company at the head of one of the most important industrial groups in Italy with an annual turnoverof more than 5 billion euro and some 14 thousand employees. Founded in 1976 by entrepreneur Carlo De Benedetti, who took over a former tanning company in Turin to transform it into a holding company for investments, CIR is listed on the Milan Stock Exchange and currently operates in five business sectors:

• Energy (electricity and gas) with Sorgenia;

• Media (national and local press, internet, radio, TV, advertising) with Gruppo Editoriale L’Espresso;

• Automotive components (engine systems and suspension parts) with Sogefi;

• Healthcare (nursing homes, rehabilitation centres, hospital facility management) with KOS;

• Non-core investments (private equity, venture capital and new business initiatives such as education).

CIR is distinguished by the balance of its portfolio of business activities, for its long-term investment horizon and for the good competitive positioning of the companies of the group in their respective business sectors. The company is controlled by Cofide-Gruppo De Benedetti, the financial holding company listed on the Stock Exchange and owned by the three brothers Rodolfo, Marco and Edoardo De Benedetti. The top management structure of CIR consists of Rodolfo De Benedetti as Chairman and Monica Mondardini as Chief Executive Officer. The founder, Carlo De Benedetti, who in March 2013 transferred control of the group to his sons free of any charge, is Honorary Chairman.

The CIR Group

THE CIR GROUP .2

Numbers

Non-core investments

REVENUES2012

BUSINESSES Generation,marketing andsupply to residentialand business clientsin both electricityand natural gas sectors

All Media sectorsfrom dailies andperiodicals to radio,Internet, television,and advertising

Global automotivecomponents supplier(filters, engine airand cooling systemsand suspensions)

Nursing homes,rehabilitation andhospital management

· Education· Venture Capital· Private equity· NPL (Non Performing loans)

COMPETITIVEPOSITION

Fourth powergenerator in Italy;second supplier toItalian businessesafter incumbent

· Leader in circulation of Italian dailies· N.1 news magazine· N.1 Italian information website· Top private radio group

Leader in its corebusinesses (filtersand suspensions) in Europe and SouthAmerica

Leader in Italian longterm care (nursinghomes andrehabilitation)

- -

€ 2.6 Bln € 813 Mln € 1.3 Bln € 355 Mln - -

52.9% 55.9% 58.3% 51.3%

EBITDA2012 - -

* EBITDA before write-downs (EBITDA after write-downs € 57.1 Mln)

THE CIR GROUP .3

The CIR Group

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 practices 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 companies by taking various actions: from the conversion of savings shares to giving up shareholder pacts, from the elimination of the intermediate holding companies 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.

Mission and governance

MARKET

TREASURY STO CK

“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 a manner as possible, promote equality and completeness of information and safeguard their interests”

(from the CIR Code of Ethics)

THE CIR GROUP .4

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

Carlo De Benedetti Honorary Chairman & Director Non-executive

Rodolfo De Benedetti Chairman Executive

Monica Mondardini CEO Executive

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

Silvia Giannini Director Non-executive xFranco Girard Director Non-executive

Stefano Micossi Director Non-executive

Michael Pistauer Director Non-executive xClaudio Recchi Director Non-executive xDominique Senequier Director Non-executive xGuido Tabellini Director Non-executive x

CIR SpA: Shareholders

CIR SpA: Board of Directors

www.cirgroup.com

Energy: SorgeniaSorgenia, controlled by CIR with an interest also held by the Austrian provider VERBUND, is one of the main operators in the Italian electricity and gas market and is also the largest company in Italy born of the liberalization of the sector with annual revenues of over 2 billion euro and more than 400 employees. Sorgenia operates in the sourcing and sales phases and supplies all client types both in the electricity and the natural gas sectors.

Started from scratch in 1999, Sorgenia has over the years made investments of approximately 2.7 billion euro equipping itself with electricity production facilities with a high level of efficiency, consisting of four combined-cycle gas turbine plants in Italy and production plants from renewable sources, particularly wind. The company has gradually consolidated its position in the market and today has a total of around 500 thousand clients, mainly in the non-residential segment (self-employed and small and medium enterprises), in which it is number two provider at national level with a market share of approximately 7% and is also the second brand in terms of spontaneous notoriety (source GFK-Eurisko 2013). Since the second half of 2011 Sorgenia has also been offering electricity and gas to households. The company is constantly engaged in improving the quality of its services and its relationship with its customers and over the last few years has launched various initiatives such as the Manual for Consumers, the Service Quality Charter, the Self-Regulation Protocol against unwanted contracts and a system of dispute conciliation on an equal footing.

THE CIR GROUP .5

SORGENIA HOLDING

SORGENIA GREEN

THERMAL POWER GENERATION

Wind FranceWind Italy

E&P LNG Terminal

65% 35%

81.3%

17.2%

Areas of activity

Energy: Sorgenia

THE CIR GROUP .6

Sorgenia was the first operator in Italy to focus on a mix of forms of electricity production based on the integration of gas and renewables and to promote energy efficiency with dedicated solutions for businesses and households.

Since 2005 Sorgenia has been registered with the Authority for Electricity and Gas as an ESCO (Energy Service Company), i.e. a company specializing in services for energy efficiency. The company is also one of the shareholders in Tirreno Power (indirect stake through Energia Italiana). In the electricity sector Sorgenia is one of the main national producers with an installed capacity of approximately 5,100 MW. In the renewable sources sector, at the end of the first half of 2011, Sorgenia set up Sorgenia Green, which is 100% controlled and operates solely in alternative energy sources, especially wind.

In the gas sector, every year Sorgenia purchases 2 billion cubic metres of gas to sell to its customers and 2 billion cubic metres for its power production plants. After over 10 years of positive results, the company is facing the difficult situation in the national electricity market, especially the thermoelectric sector, with a plan for recovering profit margins, disposing of non-strategic businesses and reducing its debt. Andrea Mangoni is the Chief Executive Officer and Chairman of Sorgenia.

www.sorgenia.it

Gruppo Editoriale L’Espresso is one of the main operators in Italy in the media sector and is active in publishing (daily newspapers and periodicals), in digital services, radio, television 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 800 million euro, the group employs about 2,600 people.

The parent company Gruppo Editoriale L’Espresso SpA, 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, has 3 national radio stations, and several national television networks. 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, two monthly publications, two quarterlies and some guidebooks;

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

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

Media: Gruppo Espresso

Applications for smartphones

and new generation devices

Collection of advertising (Manzoni)

NATIONAL PRESS

LOCAL NEWSPAPERS DIGITAL RADIO E TV ADVERTISING

Daily newspaper Repubblica

Weekly magazine L'Espresso

Other publications

18 regional newspapers

thoughout Italy

Internet

Deejay Tv

Three national radio stations

THE CIR GROUP .7

Areas of activity

• Radio and TV: 3 national radio stations (Radio Deejay, Radio Capital and Radio m2o), the national television channel Deejay TV; the Espresso group is also a network operator through two digital DVB-T multiplexes;

• Advertising (Manzoni).

The group operates exclusively in the Italian market. In the newspaper market, in terms of circulation, it has a market share at national level of almost 20%. la Repubblica in particular is the top general Italian newspaper in terms of number of readers and of sales on the news-stands. In 2012 the newspaper began 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.

In digital services the group’s websites, first and foremost Repubblica.it, have around 2.5 million unique users on a daily basis. In this sector, in 2012 the Espresso group set up a joint venture with AOL to publish the Italian edition of The Huffington Post.

Media: Gruppo Espresso

THE CIR GROUP .8www.gruppoespresso.it

Automotive components: SogefiSogefi, founded by CIR in 1980 and listed on the Milan Stock Exchange (Star Market), is a company operating in the automotive components sector in two business areas in which it is one of the leading players worldwide:

• Engine systems (systems for managing, filtering and cooling engine fluids);

• Flexible suspension components.

Present in four continents and 21 countries, with 43 production plants and 18 commercial offices, 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. Established in Italy and gradually extended throughout Europe, partly through acquisitions, Sogefi is currently expanding significantly in non-European markets, especially North and South America, India and China.

In its core businesses the company is market leader in Europe (top operator in air&cooling, number two in suspensions and number three in filtration systems), in South America (number one in filtration and suspension) and the United States (number one in air&cooling).

Sogefi generates annual revenues of over 1.3 billion euro and has more than 6,700 employees worldwide. The Chairman of the company is Rodolfo De Benedetti, the Chief Executive is Guglielmo Fiocchi.

THE CIR GROUP .9

REST OF THE WORLD

EUROPE

ENGINE SYSTEMS

SUSPENSION COMPONENTS

2012 revenues by geographical areaAreas of activity

*Millions of euro

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 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 CO2 emissions and at the same improve comfort and make driving safer. For example, in the engine systems division the company is focusing on the optimization of fluid dynamics and temperatures.

In the suspension components division Sogefi researchers are concentrating particularly on weight reduction, for example through the design of hollow stabilizer bars and the adoption of alternative materials to steel.

Automotive components: Sogefi

THE CIR GROUP .10

21 COUNTRIES

43 PRODUCTION SITES

18 COMMERCIAL SITES

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

Sogefi in the world

www.sogefigroup.com

Healthcare: KOSKOS is one of the main Italian operators in the care-home sector. Founded by CIR in 2002, KOS today employs over 4,000 people in over 60 facilities situated in seven regions in the centre and north of Italy (Emilia-Romagna, Liguria, Lombardy, Marche, Piedmont, Trentino Alto-Adige, Veneto). KOS’s mission is to offer quality healthcare and residential services with professionalism, a welcoming spirit and humanity. The company operates particularly in three business 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;

• Management of hospital facilities: supply of advanced management services in outsourcing of advanced and complex technologies (image diagnostics, nuclear medicine and radiotherapy) with Medipass. The group also manages the “Fratelli Montecchi” hospital in Suzzara (Mantua).

In 2011 KOS began to extend its business internationally through a joint venture in India in the management of advanced medical technologies. In 2012 it acquired the management of the technological equipment of two cancer hospitals in Britain.

The group manages a total of around 6 thousand beds and generates annual revenues of over 350 million euro. The Chairman of KOS is Claudio Stabon and the Chief Executive Officer is Giuseppe Vailati Venturi.

THE CIR GROUP .11

KOS IN THE UK AND INDIAKOS IN ITALY

Nursing homes Rehabilitation HospitalManagement

Nursing homesRehabilitationHospital Management Hospital Management

Healthcare: KOS

THE CIR GROUP .12

Areas of activity

KOS in the world

www.kosgroup.com

Non-core investments

THE CIR GROUP .13

Over the years the CIR group has also made international investments in sectors other than its four “core” businesses, more specifically in private equity (through a diversified portfolio of direct minority shareholdings and investments in funds) and venture capital.

More recently the group has invested in the education sector: in 2011 the group acquired an interest of around 20% in the company SEG (Swiss Education Group), one of the world leaders in training in the hotel and restaurant sector.

The SEG group, which was founded in 1982, has five schools of hospitality management and a language school in Switzerland with a total of some 5,000 students from more than 80 different countries. The annual turnover of the SEG group is approximately 100 million euro. www.swisseducation.com

Social responsibility

The CIR group promotes a business model capable of combining the objectives of creating value in the long term with careful attention 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. 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 behaviour that reflect 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)

Sorgenia was the first company in the free electricity market to produce a Manual

for the Consumer, a guide which aims to guarantee customers precise standards

in terms of quality of service, simplify interactive processes, make the individual stages

of the supply relationship more transparent, and thus increase overall satisfaction.

In 2012 Sorgenia, in collaboration with the Ministry of Education, launched

the educational project “Sensible Generation. In search of efficiency!”,

with the aim of raising awareness in some 100 thousand primary and secondary

school pupils of the subjects of energy efficiency and protecting resources.

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.

Sogefi is one of the companies which supports the Graacc Foundation, which is

involved in research on cancer in children in Brazil.

The KOS group has organized more than 50 events of a cultural nature and conferences on

various subjects regarding community care and has set up the Piero Micossi scholarship,

which aims to promote study, research and experiments on innovation in this field.

Tog - Together to Go 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 .14

History

THE CIR GROUP .15

CIR was founded in 1976 by Carlo De Benedetti who acquired from the 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. Carlo De Benedetti became the Chief Executive of the company while his father Rodolfo was appointed as Chairman. During 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 last fifteen years, in particular, CIR created Sorgenia in the energy sector and KOS in healthcare, two companies which have gradually become important operators in Italy in their respective sectors.

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 bought by Vodafone and took on its present name of Vodafone Italia. CIR left the capital of Olivetti definitively in 1998, before the launch of its 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, partly through acquisitions (some of the

THE CIR GROUP .16

early ones being that of Fiaam in filters and Rejna in suspensions), into a multinational group among world leaders in the engine systems 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 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 daily 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 500 million 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. Both companies have over the years become important operators in their respective business sectors. In the same period Sogefi

History

THE CIR GROUP .17

was affirming its position in world markets through various acquisitions – particularly those of French companies such as Allevard (1999), Filtrauto (2001) and Systèmes Moteurs (2011) – while the Espresso group was consolidating its position in traditional publishing and becoming 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 has been Chief Executive of Gruppo Editoriale l’Espresso since 2009, was appointed as Chief Executive of CIR as well.

History

THE CIR GROUP .18

History

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013199319911989198719851983198119791977

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

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

2001 Sogefi acquires Filtrauto from Valeo1985 CIR acquires Buitoni-Perugina, sold to Nestlé in 1988

1980 CIR acquires control of Sogefi (automotive components)

1978 CIR becomes controlling shareholder of Olivetti; exits in 1998

1995 Launch of Omnitel and Infostrada

1999 Start-up of Sorgenia

2000 Investment in H3G (UMTS provider); sold to Hutchison Whampoa in 2004

2002 Sorgenia acquires Tirreno Power

2002 Start-up of KOS

2011 Sogefi acquires Systèmes Moteurs

2013 Carlo De Benedetti transfers control of the group to his three sons

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

02 0002200200000022 p of uppStart-upSStaartrt-upupp of f KOSKKOSOS

Timeline

CIR S.p.A.Via Ciovassino, 1

20121 MilanoPhone +39 02 72 27 01

infostampa@cirgroup.comcirgroup.com