Proposal regarding the approval of the 2026 Stock Grant Plan (item 6 ordinary part) (ORD Po 6 OdG CIR Proposta Stock Grant 2026 ENG)

ORDINARY SHAREHOLDERS' MEETING

Single calling - 27 April 2026 - 10:00

at CIR S.p.A.

Via Ciovassino 1 - Milan

Report on item 6) on the Agenda

PROPOSAL REGARDING THE APPROVAL OF THE 2026 STOCK GRANT PLAN

6. Proposal regarding the approval of the 2026 Stock Grant Plan Dear Shareholders,

With the aim of aligning the interests of management with the objective of creating value for the Group and its Shareholders in a medium-long term time horizon, of stimulating management's commitment to achieving common objectives at Group level and fostering the retention of those holding key positions in the Group, we propose that you approve Stock Grant Plan 2026 (the "Plan"), aimed at executives and/or directors of the Company and its subsidiaries, who will be identified from time to time by the Company bodies charged or delegated to do so, and who can be assigned a total maximum number of 2,700,000 Units.

The Stock Grant Plan consists of the granting free of charge of conditional rights (the "Units") that are non-transferable to third parties or other beneficiaries, each of which gives the right to be assigned one ordinary CIR share free of charge, after a certain period of time and subject to the conditions set out in the Plan.

The shares thus assigned in execution of the Plan will be made available exclusively from the treasury shares held by the Company.

The Plan that we are submitting to you for your approval is the subject of the Information Document prepared by the Board of Directors of the Company, which describes the terms, conditions and procedures for implementing it (the "Information Document") and has been made available to you in accordance with current Consob regulations.

In light of the above, the Board of Directors intends to submit to the Ordinary Shareholders' Meeting the following resolution proposals on the sixth item on the agenda of the ordinary part.

"The Ordinary Annual General Meeting of the Shareholders of CIR S.p.A. - COMPAGNIE INDUSTRIALI RIUNITE, acknowledging the proposal of the Board of Directors

RESOLVES

1. To approve the 2026 Stock Grant Plan, aimed at executives and/or directors of the Company and its subsidiaries, through the assignation of a maximum total of 2,700,000 Units, each of which gives the right to be assigned 1 share of the Company free of charge, all as illustrated in the Information Document prepared in compliance with the terms of D.Lgs. no. 58/98;

2. To give the Board of Directors full powers to implement the Plan and, in particular, merely as examples that shall not be exhaustive, to:

   1. Identify the beneficiaries and define the number of Units to be assigned to each of them in relation to the maximum number approved by the Shareholders' Meeting;

   2. Draw up and approve the Regulations of the Plan and carry out any obligation, formality or disclosure (including those required by the regulations in force at any one time and applicable to

the Plan) that may be necessary or useful for the purposes of managing and/or implementing the Plan, all according to the terms and conditions set out in the Information Document;

all of this with the right to delegate all or part of the above-mentioned powers to the Chairman and/or the Chief Executive Officer."

INFORMATION DOCUMENT ON THE 2026 STOCK GRANT PLAN

This document (the "Information Document ") was drawn up in accordance with the terms of Art. 84-bis of Consob Regulatory Document no. 11971/99 ("Issuers' Regulation ") in implementation of D.Lgs. no. 58/98, in order to provide the Shareholders with the information necessary for them to vote on the subject of Stock Grant Plan 2025, which meets the definition of a relevant plan as per the terms of Art. 84-bis, 2ndparagraph of the Issuers' Regulation.

CONTENTS

GLOSSARY 1

1. THE BENEFICIARIES 3

2. REASONS BEHIND THE ADOPTION OF THE PLAN 3

3. APPROVAL PROCESS AND TIMING FOR ASSIGNING THE INSTRUMENTS 4

4. THE CHARACTERISTICS OF THE INSTRUMENTS ASSIGNED 6

ANNEX - COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS 10

GLOSSARY

For the purposes of this Information Document, the terms and expressions listed below have the meaning indicated alongside each of them:

1. THE BENEFICIARIES

   1. Indication of the names of the beneficiaries of the Plan who are members of the Board of Directors of the Company

      There are no assignations in favour of members of the Board of Directors. The Chief Executive Officer of the Company, Ms Monica Mondardini, is a beneficiary of the Plan in her role as General Manager.

   2. Indication of the categories of employees who are beneficiaries of the Plan

      The Executives and/or Directors of the Company CIR and its subsidiaries.

   3. Indication of the names of the beneficiaries of the Plan who belong to the following groups: a) general managers of the issuer, b) other executives with strategic responsibilities of the issuer, which is not of a "smaller size", if they have received in the year total compensation greater than the highest compensation package assigned to Members of the Board of Directors, c) physical persons who control the issuer who are employees or who have a consulting role in the same issuer

      The General Manager of the Company is Ms Monica Mondardini (group "a"). There are no persons belonging to groups "b" and "c".

   4. A Description and indication of the number of beneficiaries of the Plan who hold the position of executive with strategic responsibilities other than those indicated in letter b) of paragraph 1.3

      There is 1 beneficiary who holds the position of Executive with strategic responsibilities of the Company and, specifically, this is the executive responsible for the preparation of the Company's financial statements, as per Art. 154-bis of the Finance Consolidation Law (TUF).

      1.4b Aggregate indication of the Executives with strategic responsibilities in the case of companies of a "smaller size"

      Not applicable.

      1.4c Any categories of employees or freelancers for whom there are different forms of the Plan

      Not applicable.

2. REASONS BEHIND THE ADOPTION OF THE PLAN

   1. Objective of the Plan

      The Plan has the aim of aligning the interests of management with the objectives of creating value for the Group and its Shareholders in a medium-long term time horizon, and of stimulating commitment to pursuing common objectives at Group level, and fostering the retention of those who hold "key" positions in the Group

      The Board of Directors is of the opinion that, in relation to the aims stated above, an incentive plan based on the vesting of the right to be assigned shares free of charge over an extended period of time in the medium term is a more effective incentive tool and one which best matches the interests of the Company.

      It is above all an incentivization method that involves a financial benefit deferred over an appropriate time horizon, given that the Plan involves a period (from the Grant Date) of two years before the Units start to vest, a further period of around 3 years in which the shares gradually vest, and lastly a minimum holding requirement, applicable to a part of the Shares assigned, of six years. Thus, it is an incentive clearly oriented towards stimulating the pursuit of medium and long-term objectives.

      Moreover, the vesting of the rights over the time-horizon indicated, is subject to the Beneficiaries remaining with the Group, which strengthens the connection of management with the Company and the Group, fostering the loyalty of professional profiles with experience.

      Lastly, the amounts received by the Beneficiaries will depend on the creation of value over a medium-long term time horizon as: (i) shares in the Company are assigned and therefore the amount will depend on the value of the shares at the moment when the Units are converted and (ii) the vesting of the rights is subject to a large degree, not only to the passage of time but also to reaching objectives in terms of the creation of value, measured on the basis of the value of the CIR shares, as illustrated in point 2.2 below .

   2. Key variables and performance indicators

      The Plan involves two categories of Units: the Time-based Units, the vesting of which is subject solely to the Beneficiary remaining in the Group and to reaching time limits fixed for the vesting, and Performance Units, the vesting of which is subject not only to reaching time limits but also to reaching performance objectives on the Stock Exchange for CIR shares in relation to the FTSE Italia Mid Cap index. In fact it is thought appropriate to measure the performance of the CIR share not in absolute terms, but in relation to the general trend of the market in order to separate out, as far as possible, the assessment of the actual performance of the share from any dynamics of a general kind that do not necessarily relate to the specific performance of the Company.

   3. Criteria for determining the number of Units to assign

      The number of Units assigned to each Beneficiary is determined mainly by taking into account his or her role in the Company or in the subsidiaries and thus his or her importance in reaching the objectives of the Group, and also the overall remuneration received by the same on other accounts.

      2.4. Reasons for any decision to assign compensation plans based on financial instruments not issued by the Company

      Not applicable.

      1. Considerations on the subject of tax and accounting implications of a significant nature

         The Stock Grant Plan involves recording in the income statement, in the period between the Grant Date and the end of the vesting period of the Units, the cost representing the market value of the Units assigned to the Beneficiaries at the moment when they are granted. Beginning with the Stock Grant plans granted in the 2025 financial year, the related cost, as determined, becomes tax-deductible at the time of assignment to the eligible beneficiaries. Any related Company contribution expenses are also recognized to the income statement, where they have accrued and where local regulations applicable require it.

      2. Possible support for the Plan by a special Fund for incentivizing the participation of workers in enterprises, as per Art. 4, paragraph 112, of Law no. 350 of 24 December 2003

      Not applicable.

3. APPROVAL PROCESS AND TIMING FOR ASSIGNING THE INSTRUMENTS

   1. Powers and functions delegated by the Shareholders' Meeting to the Board of Directors to implement the Plan

      The proposal to give the Board of Directors the powers necessary to implement the Plan will be put before the Ordinary Annual General Meeting of the Shareholders of the Company. Such powers shall be exercised in observance of the limits and conditions established by the same Shareholders' Meeting.

      In particular, it will be proposed that the Board of Directors be given full powers to implement the Plan and more specifically, and this is purely by way of an example, to: (i) identify the Beneficiaries and define the number of Units to be assigned to each of them in relation to the total maximum number approved by the Shareholders' Meeting; (ii) draw up the Regulations of the Plan and carry out any obligation, formality or notification that may be necessary or useful for the purpose of managing and/or implementing the Plan, in accordance with the terms and conditions described in the Information Document.

   2. Persons or entities mandated to administer the Plan

      The entity mandated to administer the Plan is the Board of Directors, which will use the Company's various departments for the aspects that concern them.

   3. Existing procedures for amending the Plan

      In the event of any extraordinary transactions on the capital of CIR S.p.A. or of any similar transactions such as, for example but not limited just to these, capital increases whether free of charge or against payment, stock splits or reverse splits, mergers, de-mergers or any other events likely to affect the Units or the Shares, the Board of Directors must amend the Regulations, making any changes or additions necessary or useful to maintain the essential content of the Plan unchanged as far as possible and, in any case, within the limits allowed by the rules in force from time to time.

      In the event of the Company distributing dividends, the Beneficiaries will have the right to receive Additional Units to take into account the effects of such distributions, according to what will be specified in the Regulations. The assignation of the Additional Units will take place within ten (10 ) days of the dividend payment date. The Additional Units will be subject to the same conditions as the Units, including the timing of the vesting.

      Should the Company hear of the intention on the part of one or more entities other than the Company to launch a public tender offer to buy or a public tender offer to exchange the shares of the Company, or if there were a bid by third parties to take over control of the Company, one third of the Units assigned but not yet vested will vest immediately, independently of the time limits or conditions set out in the Plan.

   4. Procedures for determining the availability and assignation of the shares

      On the vesting date of the Time based Units, the Beneficiaries will have the right to request assignation of the relevant Shares.

      On the vesting date of the Performance Units, the Beneficiaries will have the right to request assignation of the relevant Shares only if the CIR Index on each vesting date is higher than the FTSE index on the same date.

      The Shares assigned will be made available exclusively from the treasury shares held by the Company.

      Partly for this purpose, the Board of Directors Meeting held on 11 March 2022 proposed that the Annual General Meeting renew the authorization of the Board of Directors to buy back own shares and give the same Board the right to use the same shares, without any time limits or constraints, even to service the compensation plans based on the shares of the Company.

   5. Role played by each Director in the determination of the characteristics of the Plan

      The Board of Directors formulates the proposal for the Plan, taking into account the indications given by the Appointments and Remuneration Committee as to the characteristics of the Plan, as stated in the Corporate Governance Code for listed companies with which the Company complies. If the Plan is approved by the Shareholders, the Board of Directors, basing its decisions on the investigatory work conducted by the Appointments and Remuneration Committee and on the recommendations of the same, defines the Regulations of the Plan, the list of Beneficiaries and the number and type of Units to assign to

      each of them, in accordance with the terms and conditions established by the Shareholders' Meeting. The Chief Executive Officer and General Manager does not take part in the process or in the resolutions adopted by the Board of Directors because she is a Beneficiary of the Plan. She is however consulted by the Appointments and Remuneration Committee and, if necessary, by the Board of Directors solely in relation to the identification of the other Beneficiaries and the decision as to the number and type of Units to award.

   6. Date of the decision taken by the competent body to put the approval of the Plan before the AGM together with any proposal made by the Remuneration Committee

      The Board of Directors Meeting held on 9 March 2026 approved the Plan proposal and this Information Document, which describes the terms and conditions, taking into account the indications given by the Appointments and Remuneration Committee.

   7. Date of the decision taken by the competent body regarding the assignation of the Units and any proposal of the Remuneration Committee

      After the ordinary Annual General Meeting that will vote on the proposed Plan, in the event of its approval, the Board of Directors Meeting called for the same date will go ahead and implement the Plan, on the basis of the proposals put forward by the Appointments and Remuneration Committee regarding the Regulations, the identification of the individual Beneficiaries and the number and category of the Units to be assigned to each of them.

   8. Market price of the shares recorded on the dates indicated above

      To define the proposal and proceed to approve the resolution to be submitted to the AGM on the subject of the plan, the following meetings were held:

      • The Appointments and Remuneration Committee met on 3 March 2026, on which date the official Stock Exchange price of the CIR share was 0.661;

      • The Board of Directors met on 9 March 2026, on which date the official Stock Exchange price of the CIR share was 0.662.

   9. Procedures adopted by the Company regarding the possible time correlation between the date of assignation of the Units and any decisions on the subject by the Remuneration Committee and the publication of relevant disclosures as per the terms of Art. 114, paragraph 1, of D.Lgs. no 58/98.

      The assignation of the Units (divided into two categories "Time based Units" and "Performance Units") to each Beneficiary takes place by means of a resolution adopted by the Board of Directors, at the proposal of the Appointments and Remuneration Committee, following the approval of the proposed Financial Statements for the year and the Consolidated Accounts for the year, at the meetings held on the same day as the AGM that approved the Plan.

      The Units that are the subject of the Plan will be assigned to all extents and purposes following the procedures described in paragraph 2.3 above.

4. THE CHARACTERISTICS OF THE INSTRUMENTS ASSIGNED

   1. Structure of the Plan

The Plan aims to assign free of charge to the Beneficiaries a maximum of 2,700,000 Units, each of which gives the right to receive 1 Share free of charge according to the terms and conditions contained in the Regulations.

4.2. Period of implementation of the Plan

The Units assigned as per the Plan will vest, with the corresponding right of the Beneficiary to be assigned the Shares free of charge, in twelve tranches each equal to one twelfth of the total, every three months starting from the second anniversary of the Grant Date.

The criteria are given in point 3.3.

>>>

Table 1 is attached as an Annex, as required by the Issuers' Regulation.

ANNEX - COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS

1. The vesting of "Time-based Units" is dependent on reaching the time limits

2. The vesting of the "Performance Units" is dependent on reaching the time limits and achieving objectives in terms of the Normal Value of the Shares