May 2015

Sogefi

KOS

GruppoEspresso

NET DEBT

112.8 M/€

ESTABLISHMENT

REVENUES

2.4 Bln/€

EQUITY

1.13 Bln €

EBITDA*

196.8 Mln/€

EMPLOYEES

SHAREHOLDERS

13.500

DATA UPDATED TODECEMBER 31st, 2014

2.5 MlnREADERS OF

THE NEWSPAPER LA REPUBBLICA FACILITIES

IN THE WORLD

Countries

75

CIR, which stands for Compagnie Industriali Riunite, is the company at the head of one of the most important industrial groups in Italy with 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 three business sectors:

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

· Automotive components (engine systems and suspension components) with Sogefi;

· Healthcare (care homes; rehabilitation centres; oncology treatment, diagnostics, hospital management) with KOS.

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. Rodolfo De Benedetti is Chairman of CIR. Management of the company is entrusted to 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

REVENUES2014

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

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

Care homes; rehabilitation centres; oncology treatment, diagnostics, hospital management

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 corebusinesses (filtersand suspensions) in Europe and SouthAmerica

Leader in Italian longterm care (nursinghomes andrehabilitation)

€ 643,5 Mln € 1.3 Bln € 392,4 Mln

56% 57.7% 51.3%

EBITDA2014

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

28.2

9.5 2.1

14.4

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)

THE CIR GROUP .4

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

Data updated to 2015 MAY

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 640 million euro, the group employs around 2,300 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 station. 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 time a week;

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

· Radio and TV: 3 national radio stations (Radio Deejay, Radio Capital and Radio m2o) and musical tv;

· Advertising (Manzoni).

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

Musical Tv

Three national radio stations

THE CIR GROUP .5

Areas of activity

The group operates exclusively in the Italian market. La Repubblica is among the leading Italian general dailies in terms of number of readers (2.5 M – source Audipress 2015) and 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. 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 some 3 million fans on the main social networks (Facebook, Twitter, Google+).

Media: Gruppo Espresso

THE CIR GROUP .6www.gruppoespresso.it

Auto parts: 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 42 production plants and 16 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. The Sogefi group is organized in three divisions: engine systems, suspension components and the aftermarket.

Established in Italy and gradually extended throughout Europe, partly through acquisitions, Sogefi is currently expanding significantly in non-European markets, especially China, India, and North and South America. As part of this strategy, in the last years Sogefi opened two new factories producing suspension components and engine systems at Wujiang (China), an engine systems plant at Pune (India) and it extended the production capability of its plant at Monterrey (Mexico). In its core businesses the company is market leader in Europe, South America and the United States. Sogefi generates annual revenues of over 1.3 billion euro and has more than 6,600 employees worldwide.

The Chairman of the company is Monica Mondardini, the CEO is Laurent Hebenstreit.

THE CIR GROUP .7

REST OF THE WORLD

EUROPE

13.5 181,3

207,3

15.4

6.1 82,6 5,9

64.6 872,1

ENGINE SYSTEMS

SUSPENSION COMPONENTS

2014 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 investments in research and development amount to approximately 3% of the annual revenues of Sogefi.Its five 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, make driving safer and protect the environment. 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.

In 2014, in particular, the company signed an agreement with Audi for the introduction to the market of the first glass fiber reinforced polymer (GFRP) coil springs, patented by Sogefi, which weigh between 40 and 70% less than traditional steel springs.

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

THE CIR GROUP .8

21 COUNTRIES

42 PRODUCTION SITES

16 COMMERCIAL OFFICES

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 with an interest held by the private equity fund Ardian, KOS today employs over 4,000 people in 75 facilities situated in nine regions in the centre and north of Italy (Emilia-Romagna, Liguria, Lombardy, Marche, Piedmont, Trentino Alto-Adige, Veneto, Tuscany and Umbria). 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:

· Care 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). 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 the early months of 2015 KOS acquired four new facilities in the care home and rehabilitation sectors. The group manages over 7,000 beds and generates annual revenues of around 400 million euro. The Chairman of KOS is Claudio Stabon and the Chief Executive Officer is Giuseppe Vailati Venturi.

THE CIR GROUP .9

KOS IN THE UK AND INDIAKOS IN ITALY

Nursing homes Rehabilitation HospitalManagement

Nursing homesRehabilitationHospital Management Hospital Management

Healthcare: KOS

THE CIR GROUP .10

Areas of activity

KOS in the world

www.kosgroup.com

Non-core investments

THE CIR GROUP .11

Over the years the CIR group has made international investments in areas other than its three core businesses. The non-core investments consist of private equity initiatives, non-strategic equity investments and other investments with an overall value of approximately € 150 million.

Among the non-strategic shareholdings, in particular, the group holds approximately 17% of the Swiss Education Group, one of the world leaders in training for 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 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)

THE CIR GROUP .12

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

History

THE CIR GROUP .13

CIR 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 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 into a multinational

THE CIR GROUP .14

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 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 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. Sorgenia, a joint

History

THE CIR GROUP .15

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 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 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 focusing on non-European markets especially in North American and Asia. Meanwhile 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 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.

History

THE CIR GROUP .16

History

20151995 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 2014

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

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

1995 Launch of Omnitel and Infostrada

1999 Start-up of Sorgenia

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

11989877 CCIRIR bebeccomomemess sshaharerehhololdeerder ofof MMoMonnddaaddoori i aandnd ininn 199889 9 acacqquuiuireress coconntrolrool ofof tthhe EEsEspppreessssoo GGroouroupp

2011 Sogefi acquires Systèmes Moteurs

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

2002 Start-up of KOS

Timeline

CIR S.p.A.Compagnie Industriali Riunite

Via Ciovassino, 1 20121 Milan

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

cirgroup.com