Report on the remuneration policy 2026 and on compensation paid 2025 (item 3 ordinary part) (ORD Po 3 OdG CIR Relazione Politica ENG)

ORDINARY SHAREHOLDERS' MEETING

Single call - 27 April 2026 - 10:00 am

at CIR S.p.A.

Via Ciovassino n. 1 - Milano

Report on item 3) on the Agenda

REPORT ON THE REMUNERATION POLICY AND ON COMPENSATION PAID AS PER ART. 123- TER OF THE TUF:

1. BINDING VOTE ON SECTION I;

2. ADVISORY VOTE ON SECTION II.

CIR S.p.A.

Via Ciovassino, 1- 20121 Milan - T + 39 02 722701

Share capital € 420,000,000 - Admin. and Econ. Index No. 1950090

Registered in Company Register of Milan Monza Brianza Lodi / Tax Code / VAT no. O179293OO16 Company subject to management and coordination by F.LLI DE BENEDETTI S. p.A.

1. Report on the remuneration policy and on compensation paid as per Art. 123-ter of the TUF:
   1. Binding vote on Section I;
   2. Advisory vote on Section II.

      Dear Shareholders,

      regarding the third item on the agenda of the Shareholders' Meeting of CIR S.p.A. ("CIR" or the "Company") convened for 27 April 2026, it should be noted that, pursuant to Article 123-ter of Legislative Decree No. 58/1998, as subsequently amended and supplemented, and Article 84-quater of CONSOB Regulation No. 11971/1999, as subsequently amended and supplemented, the Company is required to make available to the public, at least twenty-one days prior to the date of the Shareholders' Meeting convened to approve the financial statements, at its registered office, on its website and using the other methods stated in the same Regulation, the report on the remuneration policy and compensation paid (the "Report"). The Report was approved by CIR's Board of Directors at its meeting on 9 March 2026.

      The first Section of the Report illustrates the Company's policy on the remuneration of members of management and control bodies, general managers and executives with strategic responsibilities for the financial year 2026, as well as the procedures used to adopt and implement this policy. We therefore invite you to approve, pursuant to the provisions of Article 123-ter(3-bis) and (3-ter) of Legislative Decree No. 58 of 24 February 1998, the contents of the first Section of the Report.

      The second Section of the Report provides: (a) an illustration of each of the items making up the remuneration of the members of the Company's management and control bodies and, in aggregate, of the key management personnel of the CIR Group; and (b) an analytical illustration (i) on a personalised basis, of the remuneration for the year 2025 from CIR and its subsidiaries or associates to the members of the management and control bodies of CIR and (ii) on an aggregate basis, of the remuneration for the year 2025 from CIR and its subsidiaries or associates to executives with strategic responsibilities of the CIR Group other than those indicated in point (i) above. We therefore invite you to resolve in favour, pursuant to Article 123-ter(6) of Legislative Decree No. 58 of 24 February 1998, on the contents of the second Section of the Report.

      The Report will be made available to the public, within the time limits laid down by the law, at the Company's registered office and on its website at www.cirgroup.it "Governance/Shareholders' Meeting" section and at the authorised eMarket STORAGE mechanism at www.emarketstorage.com. Reference is therefore made to the Report.

      Proposed resolution

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

      1. Binding vote on Section I

         In light of the above, we propose that you adopt the following resolution:

         "The Shareholders' Meeting of CIR S.p.A.

         • having examined the first Section of the Report on the remuneration policy and compensation paid prepared by the Board of Directors of CIR S.p.A. pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and Article 84-quater of the Issuers' Regulation adopted by CONSOB with resolution No. 11971/1999, as subsequently amended and supplemented;

         • considering that, pursuant to Article 123-ter(3-bis) and (3-ter) of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, the Shareholders' Meeting is called upon to cast a binding vote on the first Section of the Report on the remuneration policy and compensation paid;

           RESOLVES

           to approve the first Section of the Report on the remuneration policy and compensation paid, drawn up pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 and Article 84-quater of the Issuers' Regulation adopted by Consob with resolution No. 11971/1999."

      2. Advisory vote on Section II.

         In light of the above, we propose that you adopt the following resolution:

         "The Shareholders' Meeting of CIR S.p.A.

         • having examined the second Section of the Report on the remuneration policy and compensation paid prepared by the Board of Directors of CIR S.p.A. pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and Article 84-quater of the Issuers' Regulation adopted by CONSOB with resolution No. 11971/1999, as subsequently amended and supplemented;

         • considering that, pursuant to Article 123-ter(6) of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, the Shareholders' Meeting is called upon to cast a non-binding vote on the second Section of the Report on the remuneration policy and compensation paid;

RESOLVES

in favour of the second section of the Report on the remuneration policy and compensation paid, drawn up pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 and Article 84-quater of the Issuers' Regulation adopted by Consob with resolution No. 11971/1999."