9M 09 financial report

CIR GROUP

INTERIM FINANCIAL REPORT AS OF SEPTEMBER 30 2009

Milan, October 26 2009

CIR S.p.A. – Share Capital € 395,587,633.50 – Registered Office: Via Valeggio, 41 – 10129 Turin – www.cirgroup.it R.E.A. no. 3933 – Turin Register of Companies / Tax Code / VAT no. 00519120018

Company subject to management and coordination by COFIDE S.p.A.

Operating headquarters: Via Ciovassino, 1 – 20121 Milan – Tel. +39 02 72270.1 Rome office: Via del Tritone, 169 – 00187 Rome – Tel. +39 06 692055.1

INTERIM FINANCIAL REPORT AS OF SEPTEMBER 30 2009

C O N T E N T S REPORT ON OPERATIONS AS OF SEPTEMBER 30 2009

1. PERFORMANCE OF THE GROUP ..................................................................................................... 8 2. PERFORMANCE OF THE BUSINESS SECTORS………………….. ........................................................ 13 3. OTHER ACTIVITIES......................................................................................................................... 21 4. SIGNIFICANT EVENTS WHICH OCCURRED AFTER SEPTEMBER 30 2009

AND OUTLOOK FOR THE YEAR....................................................................................................... 21 5. OTHER INFORMATION.................................................................................................................... 22

CONSOLIDATED FINANCIAL STATEMENTS

1. STATEMENT OF FINANCIAL POSITION .......................................................................................... 24 2. INCOME STATEMENT .................................................................................................................... 25 3. NET FINANCIAL POSITION ............................................................................................................. 26

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. FOREWORD..................................................................................................................................... 27 2. CONSOLIDATION PRINCIPLES........................................................................................................ 27 3. ACCOUNTING PRINCIPLES APPLIED .............................................................................................. 27 4. SHARE CAPITAL ............................................................................................................................ 28

DECLARATIONS AS PER ARTICLES 36 AND 37 OF CONSOB REGULATION NO. 16191 OF OCTOBER 29 2007 ....................................................................................................................................... 29 CERTIFICATION AS PER ART. 154 BIS, PARAGRAPH 2, D.LGS NO. 58/1998.............................................. 30 This document is available on the website: http://www.cirgroup.it

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REPORT OF THE BOARD OF DIRECTORS ON OPERATIONS AS OF SEPTEMBER 30 2009

In the first nine months of 2009 the CIR Group reported consolidated net income of € 138 mil-lion, up by 17.8% on the figure of € 117.1 million for the same period of last year, despite the deep economic recession which is still continuing. In the first nine months of 2009 consolidated revenues were € 3,152 million, down from € 3,532.9 million in the same period of 2008 (-10.8%). The rise in earnings was due mainly to the significant improvement in the result of the financial companies, a positive € 55.5 million (compared with a loss of € 10.8 million in the first nine months of 2008), and to non-recurring gains of € 76.7 million (€ 65.2 million in the first nine months of 2008). The contribution of the financial companies benefited both from the recovery of the financial markets, which brought about a rise of approximately € 40 million in the value of the securities in the portfolio, and from the further disinvestment from Medinvest which generated approximately € 44 million of realized capital gains. The non-recurring gains came from the subscription by Verbund of a capital increase of € 150 mi-llion in Sorgenia, made on the basis of a valuation of the company of € 3.9 billion. The net results of the group also benefited from the positive contribution of the operating compa-nies of € 5.8 million, which was down on the figure of € 62.7 million reported in the first nine months of 2008 because of the decline in profitability due to lower revenues and the restructuring costs incurred. This performance reflects the repercussions of the negative economic environment on the main operating subsidiaries with the exception of the healthcare sector. During the period the group continued to pursue and to strengthen the management action un-dertaken in the last few months of 2008 to counter the impact of the global crisis. Specifically, in the media and automotive components sectors, the hardest hit by the current crisis, signifi-cant measures have been put in place to improve efficiency and cut costs and this action led to a gradual, albeit partial, recovery of profitability over the nine months. The aim of this strategy, which also involves maintaining investment in new initiatives, is to enable all the companies of the group to face the coming economic cycles with a more solid, efficient and competitive struc-ture. At September 30 2009 consolidated net financial debt stood at € 1,728.2 million (€ 1,685.4 mil-lion at December 31 2008) and consisted of a net surplus for CIR and the financial holding com-panies of € 111.1 million (€ 44.2 million at December 31 2008) and net debt for the operating groups of € 1,839.3 million (€ 1,729.6 million at December 31 2008). The shareholders’ equity of the Group amounted to € 1,367.6 million at September 30 2009, up from € 1,264.9 million at December 31 2008 mainly as a result of the earnings for the period.

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In third quarter 2009 the consolidated net result of the CIR Group was a positive € 17.2 million, compared to a loss of € 27.2 million in the same period of 2008, when it was negatively impacted by the write-down of the investment in KTP Global Finance and by the fair value adjustment of bonds and notes. Consolidated revenues came in at € 949.2 million, down from € 1,174.2 million in the same pe-riod of 2008, with a fall of 19.2%. On October 3 the ruling of the Milan Law Court was recorded in the civil action filed by CIR against Fininvest for damages caused by the corruption of a judge in the Mondadori affair (“Lodo Mondadori”). The judgement, which is enforceable, rules that:

• CIR has the right to receive compensation from Fininvest for the patrimonial damage from the “missed opportunity” of an impartial verdict, which can be quantified in the sum of euro 749,955,611.93;

• CIR also has the right to receive compensation from Fininvest for the damage of a non-patrimonial nature suffered in the same affair. The settlement of these damages will be made in a separate ruling.

CIR is also entitled to interest at the legal interest rate on the amount of the compensation from October 3 until the actual payment date, and to recover its legal costs. The counterparty has announced that it has appealed against this sentence, and has petitioned for suspension of the same. The charts on the following pages give a breakdown of the economic and financial results of the Group by business sector and of the contribution of the main subsidiaries together with the aggre-gate results of CIR and its financial holding subsidiaries (CIR International, Cirfund, Ciga Lux-embourg, Cir Investment Affiliate and Dry Products).

INCOME STATEMENT BY BUSINESS SECTOR AND CONTRIBUTION TO THE RESULTS OF THE GROUP

(in millions of euro) 1/1-30/9 2008

CONSOLIDATED Revenues Costs of Other Adjustments Amortization Net Dividends, Income Result of Net result Net resultproduction operating to value of depreciation financial gains & taxes minority of Group of Group

income & investments & write-downs income & losses from Shareholdersexpense consolidated expense trading &

at equity valuingAGGREGATE securitiesSorgenia group 1,733.8 (1,642.2) (30.8) 35.4 (27.0) (29.3) 0.2 (10.8) (18.4) 10.9 21.5 Espresso group 640.9 (575.5) (5.4) 0.7 (31.4) (15.9) 2.9 (15.0) (0.6) 0.7 23.7 Sogefi group 573.8 (522.1) (18.0) -- (32.1) (9.0) 0.1 (0.4) 2.8 (4.9) 17.1 HSS group 203.5 (172.6) (8.3) -- (9.7) (6.2) (0.1) (6.1) (0.4) 0.1 0.8 Other subsidiaries -- (20.4) 23.2 -- (0.2) (3.6) -- -- -- (1.0) (0.4)

-Total operating subsidiaries 3,152.0 (2,932.8) (39.3) 36.1 (100.4) (64.0) 3.1 (32.3) (16.6) 5.8 62.7

Financial subsidiaries -- (0.7) (0.1) -- -- (3.7) 44.6 -- -- 40.1 55.4

Total subsidiaries 3,152.0 (2,933.5) (39.4) 36.1 (100.4) (67.7) 47.7 (32.3) (16.6) 45.9 118.1

CIR & financial holding companies

Revenues -- -- -- Costs of production (13.8) (13.8) (15.6)Other operating income & expense 4.4 4.4 8.4 Adjustments to value of investmentsconsolidated at equity -- -- (0.5)Amortization, depreciation & write-downs (0.6) (0.6) (0.7)Net financial income & expense (14.4) 0.1 (14.3) (20.4)Dividends, gains & losses from trading securities 37.3 37.3 (44.0)Income taxes 2.4 2.4 6.6

Total CIR & financial holding companies -- (13.8) 4.4 -- (0.6) (14.4) 37.3 2.4 0.1 15.4 (66.2)

Non-recurring items -- -- -- -- -- -- 76.7 -- - 76.7 65.2

Total consolidated of Group 3,152.0 (2,947.3) (35.0) 36.1 (101.0) (82.1) 161.7 (29.9) (16.5) 138.0 117.1

(1) This item is the sum of "change in inventories", "costs for purchase of goods, "costs for services", "personnel costs" in the consolidated income statement. The item does not consider the effect of € (13.6) million of intercompany elision.(2) This item is the sum of "other operating income" and "other operating costs" in the consolidated income statement. The item does not consider the effect of € 13.6 million of intercompany elision.(3) This item is the sum of "financial income" and "financial expense" in the consolidated income statement.(4) This item is the sum of "dividends", "gains from trading securities", "losses from trading securities" and "adjustments to value of financial assets" in the consolidated income statement.

1/1-30/9 2009

CONSOLIDATED BALANCE SHEET BY BUSINESS SECTOR

(in millions of euro)31.12.2008

CONSOLIDATED Fixed assets Other net non- Net Net financial Total equity Minority Shareholders' Shareholders' equitycurrent assets working position of which: Shareholders' equity of of the Group

AGGREGATE & liabilities capital equity the GroupSorgenia group 1,995.2 76.5 194.1 (1,194.6) (*) 1,071.2 540.6 530.6 450.5

Espresso group 894.3 (166.9) (18.1) (218.9) 490.4 226.3 264.1 262.4

Sogefi group 362.9 (38.9) 55.6 (202.7) 176.9 83.6 93.3 92.6

HSS group 301.6 (21.2) 21.1 (161.6) 139.9 49.8 90.1 90.6

Other subsidiaries 0.5 80.9 (3.7) (61.4) 16.3 (0.1) 16.4 21.6

Total subsidiaries 3,554.5 (69.6) 249.0 (1,839.2) 1,894.7 900.2 994.5 917.7

CIR & financial holding companies

Fixed assets 132.8 132.8 -- 132.8 129.9

Other net non-current assets & liabilities 145.9 145.9 (1.2) 147.1 160.8

Net working capital (17.9) (17.9) -- (17.9) 12.3

Net financial position 111.1 111.1 -- 111.1 44.2

Total consolidated of Group 3,687.3 76.3 231.1 (1,728.1) 2,266.6 899.0 1,367.6 1,264.9

(*) The financial position includes the cash and cash equivalents of Sorgenia Holding S.p.A.

(1) This item is the algebraic sum of "intangible assets", "tangible assets", "investment property", "investments in companies consolidated at equity" and "other equity investments" in the consolidated balance sheet.(2) This item is the algebraic sum of "other receivables", "securities" and "deferred taxes" in non-current assets and of "other payables", "deferred taxes", "personnel provisions" and "provisions for risks and losses" in non-current liabilities of the consolidated balance sheet. The item also includes "Assets held for disposal" in the consolidated balance sheet.(3) This item is the algebraic sum of "inventories", "constracted work in progress", "trade receivables", "other receivables" in current assets and of "trade payables", "other payables" and "provisions for risks and losses" in current liabilities of the consolidated balance sheet(4) This item is the algebraic sum of "financial receivables", " securities", "available-for-sale financial assets" and "cash and cash equivalents" in current assets, of "bonds and notes" and "other borrowings" in non-current liabilities and of "bank overdrafts", "bonds and notes" and "other borrowings" in current liabilities of the consolidated balance sheet.

30.09.2009

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1. PERFORMANCE OF THE GROUP Consolidated sales revenues for the first nine months of 2009 came in at € 3,152 million, down from € 3,532.9 million in the same period of 2008, with a decline of € 380.9 million (-10.8%). Consolidated revenues can be broken down by business sector as follows: (in millions of euro) 1/1-30/09

III Quarter

Change

Change 2009 % 2008 % absolute % 2009 % 2008 % absolute %

Utilities

Sorgenia group 1,l733.8 55.0 1,777.3 50.3 (43.5) (2.4) 489.6 51.6 636.7 54.2 (147.1) (23.1)

Media

Espresso group 640.9 20.3 762.3 21.6 (121.4) (15.9) 191.7 20.2 219.1 18.7 (27.4) (12.5)

Automotive components

Sogefi group 573.8 18.2 813.3 23.0 (239.5) (29.4) 199.3 21.0 257.0 21.9 (57.7) (22.5)

Healthcare

HSS group 203.5 6.5 179.9 5.1 23.6 13.1 68.6 7.2 61.4 5.2 7.2 11.7

Other sectors - - 0.1 - (0.1) - - - - - -

Total consolidated revenues 3,152.0 100.0 3,532.9 100.0 (380.9) (10.8)

949.2 100.0 1,174.2 100.0 (225.0) (19.2)

The comparison of the key figures of the income statement of the CIR Group for the first nine months and for the third quarter with the previous year is as follows: (in millions of euro) 1/1-30/09 III Quarter 2009 2008 2009 2008

Revenues 3,152.0 3,532.9 949.2 1,174.2

Consolidated gross operating margin (EBITDA) 205.8 357.1 57.6 107.7

Consolidated operating income (EBIT) 104.8 254.2 23.4 70.8

Financial management result 79.6 2.6 1.5 (57.5)

Income taxes (29.9) (66.4) (6.9) (8.6)

Net income including minority interests 154.5 190.4 18.0 4.7

Net income – minority interests (16.5) (73.3) (0.8) (31.9)

Net income of the Group 138.0 117.1 17.2 (27.2)

In the first nine months of 2009 the consolidated gross operating margin (EBITDA) was € 205.8 million (6.5% of revenues), down from € 357.1 million in the first nine months of 2008 (10.1% of revenues), with a decline of € 151.3 million (-42.4%), mainly because of the lower revenues and of the restructuring costs put in place by the Espresso and Sogefi groups and the lower earnings reported by the Sorgenia group. The consolidated operating margin (EBIT) in the first nine months of 2009 was € 104.8 million (3.3% of revenues), down by € 149.4 million (-58.8%) from € 254.2 million (7.2% of revenues) in the same period of 2008.

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The financial management result came in at a positive € 79.6 million, up from € 2.6 million in the first nine months of 2008 and was the result of the following: - Net financial expense of € 82.1 million (€ 87.5 million in the first nine months of 2008) - Net gains from trading and valuing securities of € 49.1 million (net gains of € 72.5 million in

the first nine months of 2008) - Adjustments to the value of financial assets for a positive € 35.9 million (negative for € 47.1

million in the first nine months of 2008) - Non-recurring gains of € 76.7 million (€ 64.7 million in the first nine months of 2008) from

capital increases. In the third quarter of 2009 the consolidated gross operating margin (EBITDA) was € 57.6 mil-lion (6.1% of revenues) compared to € 107.7 million in the same period of 2008 (9.2% of reve-nues) and was down by € 50.1 million (-46.5%). The consolidated operating margin (EBIT) in the third quarter of 2009 was € 23.4 million (2.5 % of revenues), down from € 70.8 million (6% of revenues) in the same period of 2008 (-67%). The comparison of the key figures of the consolidated balance sheet at September 30 2009 with those at June 30 2009 and December 31 2008 is as follows: (in millions of euro) 30.09.2009 30.06.2009 31.12.2008

Fixed assets 3,687.3 3,544.2 3,365.7

Other net non-currents assets and liabilities 76.3 78.4 57.1

Net working capital 231.1 320.7 341.5

Net invested capital 3,994.7 3,943.3 3,764.3

Net financial debt (1,728.1) (1,678.1) (1,685.4)

Total Shareholders’ equity 2,266.6 2,265.2 2,078.9

Shareholders’ equity of the Group 1,367.6 1,355.7 1,264.9

Minority Shareholders’ equity 899.0 909.5 814.0

Consolidated net invested capital at September 30 2009 stood at € 3,994.7 million, up from € 3,764.3 million at December 31 2008 (€ 3,943.3 million at June 30 2009), with a rise of € 230.4 million, due mainly to the increase in working capital and in fixed asset investment of the Sorge-nia group. The consolidated net financial position at September 30 2009, as already mentioned, showed net debt of € 1,728.1 million (up from € 1,685.4 million at December 31 2008 and € 1,678.1 million at June 30 2009), which was the result of: - a net financial surplus for CIR and the financial holding companies of € 111.1 million, which

compares with € 44.2 million at December 31 2008. The rise was due for € 29.9 million to tax rebates for prior periods paid out by the Inland Revenue, to the receipt of dividends of € 9.3 million and to the positive fair value adjustment of the securities portfolio for € 40 million;

- total debt in the operating groups of € 1,839.2 million, up from € 1,729.6 million at December

31 2008. The rise of € 109.7 million was due mainly to the investment in new production ca-pacity of the Sorgenia group.

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The net financial position includes CIR’s share of the investment in Medinvest, which amounted to € 81.3 million at September 30 2009. The accounting treatment of Medinvest involves recog-nizing directly to shareholders’ equity the fair value changes in the funds; the fair value reserve relating to Medinvest at September 30 2009 amounted to € 12.7 million (€ 36.8 million at De-cember 31 2008). In the first nine months of 2009 the sale of shares in hedge funds by Medinvest produced a realized gain, net of write-downs, of € 44.6 million (€ 62.6 million in the first nine months of 2008). Since its inception (April 1994) the performance of Medinvest up to and including 2008 was very satisfactory, giving a weighted average return in dollar terms of 7.7% on the portfolio. In the first nine months of 2009 performance was a positive 8.9%. Total Shareholders’ equity at September 30 2009 stood at € 2,266.6 million compared to € 2,078.9 million at December 31 2008 (€ 2,265.2 million at June 30 2009), with a rise of € 187.7 million. The Shareholders’ equity of the Group amounted to € 1,367.6 million at September 30 2009, up from € 1,264.9 million at December 31 2008 (€ 1,355.7 million at June 30 2009), with a net rise of € 102.7 million. At September 30 2009 minority shareholders’ equity amounted to € 899 million, up from € 814 million at December 31 2008 (€ 909.5 million at June 30 2009), with a rise of € 85 million.

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The consolidated statement of cash flows in the first nine months of 2009, prepared according to a managerial format which shows the changes in net financial position, can be summed up in the following chart :

(in millions of euro) 1/1-30/09

2009 1/1-30/09

2008

SOURCES OF FUNDS Net income for the period including minority interests 154.5 190.4

Amortization, depreciation, write-downs and other non-monetary changes 14.8 (58.6)

Self-financing 169.3 131.8

Change in working capital 71.5 (238.4)

CASH FLOW GENERATED BY OPERATIONS 240.8 (106.6)

Capital increases 184.2 268.7

Repayment of Tirreno Power loan - 42.5

TOTAL SOURCES OF FUNDS 425.0 204.6

APPLICATIONS

Net investment in fixed assets (435.4) (343.7)

Buy-back of own shares (1.2) (16.2)

Payment of dividends (9.9) (145.3)

Other changes (21.2) (9.4)

TOTAL APPLICATIONS (467.7) (514.6)

FINANCIAL SURPLUS (DEFICIT) (42.7) (310.0)

NET FINANCIAL DEBT AT BEGINNING OF PERIOD (1,685.4) (1,333.5)

NET FINANCIAL DEBT AT END OF PERIOD (1,728.1) (1,643.5)

The cash flow generated by operations amounted to € 240.8 million and was up on the first nine months of last year due to the fact that less working capital was absorbed especially by the Sorgenia group. It should be noted that included in the sources of funds are the capital increases of the Sorgenia group which took place in both 2008 and 2009. The applications were affected by the lower dividends distributed in 2009 and by the rise in fixed asset investment of approximately € 90 million. The breakdown of the net financial position is given in the section containing the accounts. At September 30 2009 the Group had 12,777 employees on the payrolls, down from 12,969 at December 31 2008.

MAIN EQUITY INVESTMENTS OF THE GROUP (*)AT SEPTEMBER 30 2009

Media

Utilities

Healthcare

SORGENIASORGENIA

CIRCIR

51.8% (**)

57.6% (*)

65.4%

ESPRESSOESPRESSO55% (*)

Automotive ComponentsSOGEFISOGEFI

HSSHSS

(*) the percentage is calculated net of own shares held as treasury stock(**) percentage of indirect control through Sorgenia Holding

JUPITERJUPITER

KTPKTP

Financial Services

47.5%

98.8%

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2. PERFORMANCE OF THE BUSINESS SECTORS UTILITIES SECTOR The chart below shows the main performance indicators of the Sorgenia group for this current ye-ar and a comparison with those of the same periods of the previous year: Results for the period January 1 – September 30 2009 (in millions of euro) 1/1-30/9 1/1-30/9 Change 2009 2008 absolute %

Revenues 1,733.7 1,777.3 (43.6) -2.4%

Net result 21.1 39.8 (18.7) (47.0)

Results of III Quarter 2009 (in millions of euro) III Quarter III Quarter Change 2009 2008 absolute %

Revenues 489.6 636.7 (147.1) (23.1)

Net result (5.4) 14.4 (19.8) n.a.

Position at September 30 2009 30/9/2009 30/6/2009 31/12/2008

Net financial position (1,183.5) (1,091.1) (1,013.9)

No. of employees 369 357 339

In an extremely difficult market environment caused by the economic recession and the resulting decline in demand for energy, in the first nine months of 2009 the Sorgenia group reported con-solidated revenues of € 1,733.7 million, substantially unchanged (-2.4%) from the figure of € 1,777.3 million in the same period of 2008, thanks to the good result of the electricity business which was due to growth in the number of clients (now at 560 thousand) and in sales volumes (+10%), while gas sales were significantly down, in line with the market. The consolidated gross operating margin (EBITDA) came in at € 96.4 million (5.6% of revenues), down by 18.8% from € 118.7 million (6.7% of revenues). Despite the fact that the electricity busi-ness held up well especially with the contribution of generation from renewable sources, the result was negatively affected by three factors: the contraction of natural gas sales margins on account of lower volumes sold and lower prices; the higher provisions set aside for client receivables, given the difficult economic situation that has developed during the year; the negative effect of the fair value adjustment of contracts entered into during the previous year. Net of this last factor, the decline in EBITDA compared to the first nine months of 2008 would be around 12%. Despite the sharp fall in demand and in wholesale prices, Sorgenia’s electricity business margins remained substantially stable thanks to the close integration of production and sales, which limits the com-pany’s exposure to the fluctuations on the electricity exchange.

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Consolidated EBIT came to € 69.4 million (4% of revenues) in the first nine months of 2009, down from € 94.4 million (5.3% of revenues) in the same period of 2008. In the first nine months of 2009 the group reported consolidated net income of € 21.1 million compared to € 39.8 million in the same period of 2008, the decline being due to the above cited reasons and also to the higher tax burden resulting from the fact that the IRES surtax rate (Robin Hood Tax) went up from 5.5% al 6.5%. The consolidated net financial position at September 30 2009 showed net debt of € 1,183.5 mil-lion, with a rise of € 169.6 million from € 1,013.9 million at December 31 2008 caused by the substantial investment in new production capacity. In third quarter 2009 the Sorgenia group reported consolidated revenues of € 489.6 million, down from € 636.7 million in third quarter 2008 (-23.1%). Consolidated EBITDA in third quarter 2009 was € 14.3 million versus € 36.7 million in the same period of 2008 and consolidated EBIT was € 4.6 million, down from € 29.3 million in the third quarter of last year. The considerable decline in profitability was due mainly to the significant contraction in margins on gas sales which became more marked in the third quarter because of a fall in volumes and prices, and to the lower contribution in the quarter of Tirreno Power. Consequently the consolidated net result was a loss of € 5.4 million versus net income of € 14.4 million in the same quarter of 2008. At September 30 2009 there were 369 employees on the payrolls, up from 339 at December 31 2008. In the first nine months of 2009 Sorgenia continued to roll out its business plan. In the area of thermoelectric generating, construction work finished on the combined cycle plant at Modugno (BA), and preliminary running tests are nearing completion in view of the start of commercial operations. Construction work is also continuing on the CCGT plant at Bertonico-Turano Lodigiano (LO). Moreover in July notice to proceed was given to the contractor Ansaldo Energia for the construction of the Aprilia plant (LT). Again in July, Sorgenia signed a € 600 mil-lion ten-year loan agreement with a pool of prime banks to fund its investment n the construction of the thermoelectric power plants at Bertonico-Turano Lodigiano and Aprilia. As for the development of generation from renewable sources, the 39 MW wind park at San Gregorio Magno (SA) has now started operating while in France the subsidiary Société Française d’Eoliennes has completed the construction of the 12 MW park located at Plainchamp (Meuse). The development programs of Sorgenia Romania are proceeding according to plan and have the aim of building, managing and maintaining wind parks. In the field of renewable energy from biomass and plant fuel derivatives, the company Sorgenia Bioenergy has been continuing con-struction work on a biomass plant with an output of around 1 MW situated in the local district of Gallina (SI). MEDIA SECTOR The chart below shows the main performance indicators of the Espresso group for this current year and a comparison with those of the same periods of the previous year:

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Results for the period January 1 – September 30 2009 (in millions of euro) 1/1-30/9 1/1-30/9 Change 2009 2008 absolute %

Revenues 640.9 762.3 (121.4) (15.9)

Net result 1.2 43.3 (42.1) (97.2)


Revenues 191.7 219.1 (27.4) (12.5)

Net result 1.1 6.9 (5.8) (84.5)


Net financial position (218.9) (249.1) (278.9)

No. of employees 3,174 3,208 3,344

In the first nine months of 2009 the Espresso group reported consolidated revenues of € 640.9 million, which were 15.9% lower than the € 762.3 million reported in the same period of the pre-vious year. Consolidated net income came in at € 1.2 million, down from € 43.3 million in the first nine months of 2008. The results obtained by the group in the first nine months of 2009 should be seen in the light of the context of profound crisis which has been affecting the economy and the media sector in par-ticular. The continuing recession has in fact caused a significant contraction in advertising in-vestment (-16.4% in the first eight months of 2009) which has affected practically all of the me-dia, albeit with different degrees of intensity. Publishing, which has gone down by 23.9%, is one of the sectors hardest hit. Less serious but still significant has been the decline of radio advertising (-15.8%), while performance remains positive for advertising in the internet sector (6.2%). At the same time, in a context of declining consumption, there was also a slowdown in the circu-lation of daily newspapers (-6.5%) and periodicals (weeklies -7.2% and monthlies – 9%) (Source: ADS in June). Circulation revenues, with the exception of optional extras, came to € 206.9 million, holding up well (-0.8% on the same period of last year), in an extremely critical market environment. Circula-tion revenues of la Repubblica in particular showed a slightly positive trend thanks to the signifi-cant rise in sales on the news-stands during the year and revenues of the local newspapers were in line with 2008. Advertising revenues totalled € 344.7 million, down from € 443.5 million in the first nine months of 2008 (-22.3%). In the third quarter the decline was more contained (-18% versus -26.8% in the first quarter and -21.3% in the second), reflecting both the general trend of the market and the gra-

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dual improvement of the performance of the concessionaire. In particular the daily press (-17.7%) declined significantly less than the rest of the market. The lower sales of optional extras, which totalled € 77.6 million in the first nine months of 2009 (-15.7%), should however be considered in a positive light because they were in any case achieved in a market that contracted much more sharply. The consolidated gross operating margin was € 60.7 million, down from € 125.9 million in the first nine months of 2008 (-51.8%). The impact on margins of the drastic fall in advertising col-lected has already been partly offset by the significant structural reduction in operating costs (-12.1%), made possible by the reorganization program in progress, the implementation of which has led to extraordinary expense in the first nine months of 2009 of € 23.8 million. Consolidated operating income in the first nine months of 2009 was € 29.3 million, down from € 93.9 million in the same period of last year. Consolidated net debt at September 30 2009 stood at € 218.9 million, down from € 278.9 million at December 31 2008, thanks to the cash flow of € 82.3 million generated by current operations of which only € 21.3 million were used for investment purposes. Consolidated equity stood at € 480 million at September 30 2009 compared to € 478.4 million at December 31 2008. At September 30 2009, including temporary contract staff, there were 3,174 employees on the books, down from 3,344 at December 31 2008, reflecting, albeit only partially, the effects of the reorganization programs under way. In the third quarter of 2009 the group reported consolidated revenues of € 191.7 million versus € 219.1 million (-12.5%), with less of a decline than that seen in previous months. On the one hand, the contraction in advertising collected was less serious (-18%) while on the other, circula-tion revenues rose by 1.2%, thanks to the positive trend of sales of la Repubblica. The gross operating margin was € 20.1 million, down (-31%) on the third quarter of 2008, but was down less than in the first half of the year. Net income was € 1.1 million compared to € 6.9 mil-lion in the same period of 2008. In the first nine months of 2009 the advertising market contracted sharply and there has not been any significant improvement in the last few months. In such a highly critical environment, the group is implementing an organic program of action ai-med both at countering the impact of the decline in revenues on earnings, through a sizeable cost-cutting drive, and at guaranteeing necessary development. Specifically, cost cutting action has been put in place which, when fully implemented, will give a structural saving in the region of € 140 million (-17%) compared to financial year 2008 and the effects of which were already significant in the results obtained in the first nine months of 2009. At the same time a fresh boost has been given to commercial business, enabling the media of the group to recover competitiveness in the advertising market. Lastly, the quality of the commitment of the titles of the group in terms of journalism has been rewarded by a significantly better trend in sales than that of the respective market. For the rest of the year there are not expected to be any significant changes compared with the re-sults obtained so far.

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AUTOMOTIVE COMPONENTS SECTOR The chart below shows the main performance indicators of the Sogefi group for this current year and a comparison with those of the same periods of the previous year: Results for the period January 1 – September 30 2009 (in millions of euro) 1/1-30/9 1/1-30/9 Change 2009 2008 absolute %

Revenues 573.8 813.3 (239.5) (29.4)

Net result (8.6) 29.6 (38.2) (129.0)


Revenues 199.3 257.0 (57.7) (22.5)

Net result 2.0 9.5 (7.5) (78.8)



No. of employees 5,790 5,893 6,100

The level of activity in the first nine months of 2009 was affected by the fall in car production worldwide. Incentives introduced in the main markets to support car sales have not yet brought about a corresponding rise in production levels in Europe because the principal manufacturers are still trying to reduce stocks. Furthermore the production mix is following the trend in demand originated by the incentives and is largely directed at economy vehicles. The spare parts market has also been affected, though less dramatically, primarily owing to financial tensions in the dis-tribution chain. In Europe demand for industrial vehicles and earth moving machinery remains sluggish, as does the precision springs segment, though aftermarket sales have begun to pick up. Consolidated revenues came to € 573.8 million and were down by 29.4% from the figure of € 813.3 million in the same period of 2008 (-27.4% at the same exchange rates). In the first nine months of 2009, sales of the suspension components division, which are mainly directed towards original equipment and industrial vehicles, were € 268.7 million, down by 35.5% on the same period of 2008, while the filter division, which primarily serves the aftermar-ket, reported a slightly lower drop in sales of 22.7% with revenues of € 306.4 million. Consolidated EBITDA came in at € 32.2 million (5.6% of revenues), down from € 91.2 million (11.2% of revenues) in the first nine months of 2008, penalized by non-recurring restructuring charges of € 12.6 million (€ 8.8 million in the same period of 2008). The filter division reported EBITDA of € 18.2 million (5.9% of revenues) which compares with the figure of € 39.1 million (9.9% of revenues) reported in the first nine months of 2008, while the

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EBITDA of the suspension components division came in at € 16.4 million (6.1% of revenues), down from € 56.1 million (13.4% of revenues) in the first nine months of 2008. Consolidated EBIT, which was negative in the first half, has now turned positive thanks to the re-sults of the third quarter and was € 0.7 million (0.1% of revenues), compared to € 58.6 million (7.2% of revenues). The filter division reported EBIT of € 5.4 million (1.8% of revenues), down from € 25.7 million (6.5% of revenues) while the suspension components division posted a negative EBIT figure of € 1.7 million which compares with a positive result of € 37.1 million (8.9% of revenues) in the first nine months of 2008. The consolidated net result was a loss of € 8.6 million compared to net income of € 29.6 million in the same period of 2008 The net financial debt of the group stood at € 202.7 million at September 30 2009, down from € 257.2 million at December 31 2008. The group had 5,790 employees on its payrolls at September 30 2009 down from 6,100 at De-cember 31 2008. In third quarter 2009 the Sogefi group reported a significant improvement in its main economic indicators on the two preceding quarters, which confirms a trend already evident in the results of the first half. The first signs of a recovery in demand and the positive effects of the management action put in place by the company at the start of the crisis in the sector enabled Sogefi to close the third quarter with a positive net result of € 2 million after the losses recorded in the two previ-ous quarters. In non European markets the quarter saw a good recovery of business in Brazil, continuing growth in the Chinese and Indian markets while the situation remained negative in the North American market. During the period, Sogefi continued to implement its strategy to counter the negative ef-fects of the crisis in the sector, in four different ways: the reduction of structural cost factors, the further rationalization of production facilities, the improvement of the financial position, and the extension of development initiatives in emerging markets (Brazil, China, India). Third quarter revenues totalled € 199.3 million and were down by 22.5% on the same period of 2008, but the decline was considerably lower than that recorded in the first and second quarters, 35.6% and 29.8% respectively. The sales of the filter division came to € 108.8 million (-13.1%) and those of the suspensions division to € 91 million (-31.2%). Consolidated EBITDA, negatively affected by € 2.7 million of non-recurring restructuring char-ges, was € 18 million (9% of revenues), down from € 30.2 million (11.8% of revenues). Consolidated net income for the quarter was a positive € 2 million (1% of revenues) versus € 9.5 million in the same period of 2008 (3.7% of revenues). In the last part of the year the upward trend of profitability seen in the second and third quarters is likely to be confirmed thanks to the continuing rise in demand and the effects of the management action put in place. The expected improvement in results in the last quarter of 2009 is not suffi-cient, however, to change the forecast of a negative result for the full year, especially in view of the restructuring costs.

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HEALTHCARE SECTOR The chart below shows the main performance indicators of the HSS group for this current year and a comparison with those of the same periods of the previous year: Results for the period January 1 – September 30 2009 (in millions of euro) 1/1-30/9 1/1-30/9 Change 2009 2008 absolute %

Revenues 203.5 179.9 23.6 13.1

Net result 0.2 1.1 (0.9) n.s.

Results of III Quarter 2009 (in millions of euro) III Quarter III Quarter Change 2009 2008 Absolute %

Revenues 68.6 61.4 7.2 11.7

Net result (0.8) 0.5 (1.3) n.s.



No. of employees 3,387 3,402 3,130

In the first nine months of 2009 the HSS group reported revenues of € 203.5 million, up from € 179.9 million in the same period of 2008, posting a rise of 13.1%, thanks to the development of all areas of the business. Consolidated EBITDA was € 24.6 million, up by 16% from the figure of € 21.2 million in the first nine months of 2008 and consolidated EBIT was € 13 million compared to € 13.4 million in the same period of the previous year. Consolidated net income of the first nine months of 2009 was € 0.2 million and was down from € 1.1 million in the same period of 2008 after non-recurring costs of € 1.9 million incurred in the third quarter. At September 30 2009 the HSS group had net debt of € 161.1 million offset by properties with a carrying value of approximately € 120 million. The increase from € 149.1 million at December 31 2008 was due mainly to the change in working capital.

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In third quarter 2009 the HSS group reported revenues of € 68.6 million, up from € 61.4 million in the same period of 2008, with a rise of 11.7%. Consolidated EBITDA was € 8 million versus € 7.1 million in third quarter 2008 and consolidated EBIT was € 3.3 million compared to € 4.4 million in the same period of last year. The net result was a loss of € 0.8 million which compares with net income of € 0.5 million in the same period of 2008, because of the above-mentioned non-recurring costs incurred in the period due partly to provisions for risks and write-downs but also to a reorganization of the company which in the near future will make it possible to further improve the efficiency of the company. The HSS group, which today manages a total of 5,059 beds, plus a further 368 under construction, is active in the management of the following: 1) Residences for the elderly, with 38 residences under management (3,832 beds operational and

328 under construction); 2) Hospitals and rehabilitation centres, with 6 rehabilitation facilities (in Lombardy, Emilia Ro-

magna, Trentino and Marche), 8 psychiatric rehabilitation communities (in Liguria, Piedmont and Lombardy) and 13 day hospitals, with a total of 1,107 beds in operation and 40 beds un-der construction;

3) A hospital and hi-tech services in hospitals, with 7 diagnostic imaging departments. In the first nine months of 2009 management was acquired of two residences for the elderly, in Ancona and in the Cuneo area. Following these deals, HSS now has more than 5,000 beds in op-eration and has further strengthened its position in the management of residences for the elderly. At September 30 2009 the group had 3,387 employees compared to 3,130 at December 31 2008. JUPITER FINANCE – The company, which has been active in the sector of non-performing loans (NPL) since 2005, has become one of the leading operators in the acquisition and management of non-performing loans. At September 30 2009 the company was managing problem loans worth approximately € 2.3 bil-lion, having the following breakdown:

Type of loans (in millions of euro)

Amount (€/billion) %

Corporate loans 1.63 71%Mortgage backed loans 0.32 14%Consumer credit 0.21 9%Leasing receivables 0.14 6%Total 2.30 100%

Of this portfolio of loans € 1.3 billion came from acquisitions managed and promoted by Jupiter Finance through the securitization vehicles Zeus Finance S.r.l. and Urania Finance S.A.. The re-maining part of € 1 billion relates to a management contract on behalf of a prime global investor which was finalized in July of this year.

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The breakdown of the portfolio under management by the company shows a high level of diversi-fication both in terms of number of loans managed and their size. Features are as follows: • Approximately 10,000 corporate and mortgage backed loans with an average credit exposure

of € 200,000; • A portfolio resulting from 100 deals with 75 different vendors (banks, finance companies, and

leasing companies); • A uniform geographical distribution: in Italy no region counts for more than 4% of the total in

the portfolio. KTP (formerly OAKWOOD) – The KTP Global Finance group operates in the financial service sector with the companies Ktesios and Pepper. The value of CIR’s investment at September 30 2009 was € 20 million. Ktesios, KTP’s main investee, operates in Italy in the business of making loans secured on one fifth of salaries or pensions, and is a confirmed leader in this segment. In the first nine months of 2009 the company made loans of € 450 million versus € 485 million in the same period of 2008. Pepper has dramatically reduced its mortgage originating business and has developed a servicing function for portfolios of third-party “specialty mortgages”, in which it has acquired a position of leadership in the Australian market. 3. OTHER ACTIVITIES CIR VENTURES – At September 30 2009 the portfolio of CIR Ventures, the venture capital fund of the Group, contained investments in six companies of which five in the United States and one in Israel, operating in the sector of information and communication technology. The total fair value of these investments at September 30 2009 was 13.6 million dollars. INVESTMENTS IN PRIVATE EQUITY FUNDS - Through its subsidiary CIR International the CIR group holds a diversified portfolio of funds and minority private equity holdings, the fair value of which, determined on the basis of the NAV provided by the various funds, was approximately € 61.4 million at September 30 2009. Remaining commitments outstanding at September 30 2009 amounted to around € 28 million. 4. SIGNIFICANT EVENTS WHICH OCCURRED AFTER SEPTEMBER 30 2009 AND

OUTLOOK FOR THE REST OF THE YEAR Regarding the main events which have taken place since September 30 2009, information has al-ready been given in the part of this report on the performance of the business sectors. As far as the outlook for the year is concerned, in the fourth quarter of 2009 too, the companies of the CIR group should continue to pursue the efficiency actions put in place at the first signs of the current economic recession. These actions will involve all sectors, especially the media and auto-motive components businesses. The measures taken should produce other effects in the coming quarters and further strengthen the competitive positioning of all the main subsidiaries of the group.

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5. OTHER INFORMATION Other The company CIR S.p.A. – Compagnie Industriali Riunite has its registered office in Via Valeg-gio 41, Turin, Italy and its operating headquarters at Via Ciovassino 1, Milan, Italy. CIR shares, which have been quoted on the Milan Stock Exchange since 1973, since 2004 have been traded on the Blue-chip segment (Reuter code: CIRX.MI, Bloomberg code CIR IM). Since March 2009 CIR stock has been part of the FTSE/MIB index. This Financial Report for the period January 1 – September 30 2009 was approved by the Board of Directors on October 26 2009. CIR S.p.A. is subject to management and coordination by Cofide S.p.A..

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CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION

INCOME STATEMENT

NET FINANCIAL POSITION

1. STATEMENT OF FINANCIAL POSITION

(in thousands of euro)

ASSETS 30.09.2009 30.06.2009 31.12.2008

NON-CURRENT ASSETS 4,145,518 4,006,327 3,804,558 INTANGIBLE ASSETS 1,305,528 1,303,680 1,264,499

TANGIBLE ASSETS 2,079,031 1,951,445 1,789,985

INVESTMENT PROPERTY 18,258 18,401 18,687

INVESTMENTS IN COMPANIES VALUED AT EQUITY 266,109 260,491 282,824

OTHER EQUITY INVESTMENTS 18,425 10,171 9,682

OTHER RECEIVABLES 230,996 230,618 236,147

SECURITIES 83,193 88,360 84,633

DEFERRED TAXES 143,978 143,161 118,101

CURRENT ASSETS 2,432,269 2,406,260 3,168,534 INVENTORIES 160,490 150,971 195,311

CONTRACTED WORK IN PROGRESS 4,641 4,435 2,915

TRADE RECEIVABLES 1,076,760 1,136,519 1,233,689

OTHER RECEIVABLES 186,426 195,393 363,753

FINANCIAL RECEIVABLES 18,913 35,164 25,721

SECURITIES 268,625 195,394 513,362

AVAILABLE-FOR-SALE FINANCIAL ASSETS 80,804 111,114 217,420

CASH AND CASH EQUIVALENTS 635,610 577,270 616,363

ASSETS HELD FOR DISPOSAL 684 730 653

TOTAL ASSETS 6,578,471 6,413,317 6,973,745

LIABILITIES AND SHAREHOLDERS' EQUITY 30.09.2009 30.06.2009 31.12.2008

SHAREHOLDERS' EQUITY 2,266,556 2,265,238 2,078,888 ISSUED CAPITAL 395,588 395,588 395,588

less OWN SHARES (21,537) (21,537) (21,487)

SHARE CAPITAL 374,051 374,051 374,101

RESERVES 272,739 278,033 307,856

RETAINED EARNINGS (LOSSES) 582,818 582,818 487,448

NET INCOME FOR THE PERIOD 137,989 120,794 95,444

SHAREHOLDERS' EQUITY OF THE GROUP 1,367,597 1,355,696 1,264,849 MINORITY SHAREHOLDERS' EQUITY 898,959 909,542 814,039

NON-CURRENT LIABILITIES 2,801,619 2,620,790 2,931,482 BONDS AND NOTES 744,655 739,180 895,458

OTHER BORROWINGS 1,674,393 1,497,187 1,653,615

OTHER PAYABLES 5,211 3,295 3,333

DEFERRED TAXES 175,693 180,329 174,903

PERSONNEL PROVISIONS 138,142 139,214 147,482

PROVISIONS FOR RISKS AND LOSSES 63,525 61,585 56,691

CURRENT LIABILITIES 1,510,296 1,527,289 1,963,375 BANK OVERDRAFTS 122,281 132,217 164,801

BONDS AND NOTES -- 733 347,445

OTHER BORROWINGS 190,782 227,736 146,987

TRADE PAYABLES 824,999 802,135 946,989

OTHER PAYABLES 271,367 270,486 277,153

PROVISIONS FOR RISKS AND LOSSES 100,867 93,982 80,000

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 6,578,471 6,413,317 6,973,745

2. INCOME STATEMENT


1/1-30/9 1/1-30/9 III Quarter III Quarter2009 2008 2009 2008

SALES REVENUES 3,151,992 3,532,900 949,160 1,174,235

CHANGE IN INVENTORIES (6,145) 10,363 1,667 2,951

COSTS FOR THE PURCHASE OF GOODS (1,896,735) (2,114,174) (556,886) (745,667)

COSTS FOR SERVICES (540,463) (580,571) (171,213) (184,175)

PERSONNEL COSTS (490,438) (514,146) (154,941) (164,430)

OTHER OPERATING INCOME 50,030 66,921 9,544 24,352

OTHER OPERATING EXPENSE (98,615) (79,104) (26,216) (27,350)

ADJUSTMENTS TO THE VALUE OF INVESTMENTSCONSOLIDATED AT EQUITY 36,129 34,943 6,438 27,757

AMORTIZATION, DEPRECIATION & WRITE-DOWNS (100,978) (102,883) (34,132) (36,838)

INCOME BEFORE FINANCIAL ITEMSAND TAXES ( E B I T ) 104,777 254,249 23,421 70,835

FINANCIAL INCOME 41,635 51,936 12,511 18,089

FINANCIAL EXPENSE (123,725) (139,395) (37,692) (48,299)

DIVIDENDS 519 310 54 18

GAINS FROM TRADING SECURITIES 160,048 200,944 18,150 68,367

LOSSES FROM TRADING SECURITIES (34,746) (10,943) (15,902) (505)

ADJUSTMENTS TO THE VALUE OF FINANCIAL ASSETS 35,901 (100,255) 24,318 (95,187)

INCOME BEFORE TAXES 184,409 256,846 24,860 13,318

INCOME TAXES (29,926) (66,419) (6,882) (8,589)

RESULT AFTER TAXES FROM OPERATING ACTIVITY 154,483 190,427 17,978 4,729

INCOME/(LOSS) FROM ASSETS HELD FOR DISPOSAL -- -- -- --

NET INCOME FOR THE PERIOD INCLUDING MINORITY INTER 154,483 190,427 17,978 4,729

- NET INCOME MINORITY SHAREHOLDERS (16,494) (73,334) (783) (31,911)

- NET INCOME OF THE GROUP 137,989 117,093 17,195 (27,182)


30.09.2009 30.06.2009 31.12.2008

A. Cash and bank deposits 635,610 577,250 616,363

B. Other cash equivalents 80,804 111,114 217,420

C. Securities held for trading 268,625 195,394 513,362

D. Cash and cash equivalents (A) + (B) + (C) 985,039 883,758 1,347,145

E. Current financial receivables 18,913 35,164 175,721

F. Current bank borrowings (243,798) (296,155) (223,754)

G. Bonds and notes issued -- (733) (347,445)

H. Current part of non-current debt (69,263) (63,796) (87,963)

I. Other current borrowings (2) (2) (71)

J. Current financial debt (F) + (G) + (H) + (I) (313,063) (360,686) (659,233)

K. Net current financial position (J) + (E) + (D) 690,889 558,236 863,633

L. Non current bank borrowings (1,514,579) (1,325,950) (1,498,298)

M. Bonds and notes issued (744,655) (739,180) (895,458)

N. Other non-current payables (159,814) (171,237) (155,317)

O. Non-current financial debt (L) + (M) + (N) (2,419,048) (2,236,367) (2,549,073)

P Net financial position (K) + (O) (1,728,159) (1,678,131) (1,685,440)

3. NET FINANCIAL POSITION

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. FOREWORD This consolidated interim financial report as of September 30 2009, which has not been subjected to an audit, was prepared in accordance with IAS/IFRS international accounting standards which have been mandatory since 2005 for preparing the consolidated financial statements of companies listed on European regulated markets. The figures given for the purposes of comparison were also determined in accordance with IAS/IFRS This interim report was prepared in compliance with the provisions of Art. 154/ter paragraph 5 of D.Lgs. no. 58 of February 24 1998 and subsequent amendments (TUF). Therefore the instructions of the international accounting standard regarding interim financial statements were not adopted (IAS 34 “Interim Financial Statements”). 2. CONSOLIDATION PRINCIPLES Consolidation is carried out using the full line-by-line method. The criteria adopted for the appli-cation of this method are the same as those used at December 31 2008. The consolidated interim financial statements of the Group as of September 30 2009, like those as of December 31 2008, are the result of the consolidation at those dates of the financial statements of the Parent Company CIR and of all the companies directly or indirectly controlled, joint ven-tures or associates with the exception of companies in liquidation. The assets and liabilities of companies scheduled for disposal are stated in the items of assets and liabilities which show this specific eventuality. 3. ACCOUNTING PRINCIPLES APPLIED The Accounting Principles adopted for the preparation of the interim financial statements as of September 30 2009 are the same as those adopted for the financial statements for the year ended December 31 2008.

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4. SHARE CAPITAL Share capital stood at € 395,587,633.50 at September 30 2009, unchanged from December 31 2008, and consisted of 791,175,267 shares each with a nominal value of € 0.50. At September 30 2009 the Company was holding 43,074,000 of its own shares as treasury stock (5.44% of capital), compared to 42,974,000 shares at December 31 2008. In application of IAS 32, since January 1 2005 own shares held by the Parent Company have been deducted from shareholders’ equity. On this subject, for clarity of representation, the nominal value of own shares held was reclassi-fied and deducted directly from share capital issued. The share capital is fully subscribed and paid up. None of the shares are subject to any rights, pri-vileges or limitations on the distribution of dividends, with the exception of own shares. It should be noted that the Board of Directors was authorized for a period of five years as from April 27 2005 to increase the share capital either once or more than once up to a maximum of € 500 million (nominal value) and for a further maximum of € 20 million (nominal value) in fa-vour of employees of the Company and its subsidiaries and parent companies. Regarding stock option plans, at September 30 2009 there were 49,204,400 options in circulation, corresponding to the same number of shares.

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Declarations as per Articles 36 and 37 of Consob Resolution 16191 of October 29 2007 In relation to the obligations set out in Art. 2.6.2, paragraph 15, of the Rules of Borsa Italiana, taking into account the instructions given in Articles 36 and 37 of Consob Resolution 16191, it is hereby declared that no conditions exist which could prevent CIR shares from being listed on the MTA market organized and managed by Borsa Italiana S.p.A., since any foreign subsidiaries not belonging to the European Union, which are of particular importance to CIR (the “Company”): publish their bylaws, the composition and powers of their administrative bodies, according to the legislation applicable to them or voluntarily, they also provide the Company’s independent audi-tors with all the information necessary for them to carry out the audit of the annual and interim accounts of CIR and they have an administrative accounting system that enables them to provide Management and the auditors of the Company regularly with the income, balance sheet and fi-nancial figures needed to prepare the consolidated financial statements; in relation to the fact that it is subject to management and coordination by its parent company COFIDE - Compagnia Fi-nanziaria De Benedetti S.p.A. – the Company has fulfilled all the disclosure obligations stipu-lated in Article 2497-bis of the Civil Code, it negotiates with clients and suppliers fully inde-pendently, has no centralized treasury agreement with COFIDE, on the Board of Directors of the Company, out of a total of 13 directors, 7 have the requisites for independence and are of a suffi-cient number to guarantee that their judgement carries a significant weight when decisions are adopted by the board.

THE BOARD OF DIRECTORS

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CERTIFICATION IN ACCORDANCE WITH THE TERMS OF ART. 154 BIS, PARAGRAPH 2, OF D.LGS. NO. 58/1998 Re: Interim Financial Report as of September 30 2009 The undersigned Alberto Piaser, officer responsible for the preparation of the financial statements of the company,

hereby declares in accordance with paragraph 2 of Article 154 bis of the Finance Consolidation Act (TUF) that the accounting information contained in this document corresponds to the documented results and to the books and general ledger of the Company. Milan, October 26 2009 Signed by C I R S.p.A. Alberto Piaser

Documents

9M 09 financial report