Report of the Board of Statutory Auditors

To the Meeting of the Shareholders of C.I.R. S.p.A. During financial year ended December 31 2008 we performed the surveillance activities required of us by law, according to the Principles of Conduct for Statutory Auditors recommended by the National Councils of Business Consultants and Accountants. In the preparation of this report we took into account both the aforesaid principles and the indications given by Consob in its Communiqué no. 1025564 of April 6 2001 and subsequent updates. In relation to the way in which the duties contained in our mandate were carried out, we hereby attest that:

• We attended all the Shareholders' Meetings, all the Meetings of the Board of Directors and the Internal Control Committee that were held during the year under examination and read the minutes of the meetings of the Compensation Committee and obtained from the Directors timely and suitable information on the activity carried out by the Company and the Group of companies which it controls, with particular regard to the most significant transactions from the economic, financial and equity points of view entered into by the Company and by the Group of companies that the latter controls in accordance with the Law and the Bylaws;
• We obtained a degree of knowledge necessary to carry out the duties contained in our mandate regarding compliance with the law and with the Bylaws, with the principles of sound administration and on the degree of adequacy of the organizational structure of the Company through direct investigation, collecting data and information from the heads of the departments involved and from an exchange of data and significant information with the firm of auditors;
• We checked the adequacy of the internal control system and the administrative accounting system, in particular to see how reliable the latter was in its representation of operating events, through direct investigation, obtaining information from the heads of the respective departments and analysing the results of the work carried out by the firm of auditors;
• We monitored the functionality of the system of control for investee companies and the adequacy of the instructions given to them, even according to the terms of Article 114.2 of D.Lgs. 58/98;
• We checked that the rules of corporate governance as set out in the Code of Conduct for Listed Companies promoted by Borsa Italiana S.p.A. had been adopted by the Company and were being put into practice;
• We checked that there were no significant aspects that the control functions of the companies controlled by CIRS.p.A. needed to notify;
• We verified that the provisions of the law and of regulations were being complied with in relation to the preparation, the organization and the layout of the Statutory Financial Statements and the Consolidated Financial Statements and the documents accompanying them, which contain among other things the information as per Document no. 2 of February 6 2009 issued jointly by Bank of Italy, Consob and Isvap;
• We checked that the Report on Operations for financial year 2008 conformed to current laws and regulations and was consistent with the resolutions adopted by the Board of Directors.

In the course of our surveillance activity, carried out as above, no significant facts emerged requiring notification to Surveillance Bodies nor do we have any proposals to make regarding the financial statements, the approval thereof or any other matter relating to our mandate.

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The specific indications that this report must provide are listed below, in accordance with the above-cited Consob Communiqué of April 6 2001 and subsequent updates.

• We obtained sufficient information on the most significant transactions from the economic, financial and equity viewpoint which were entered into by CIR S.p.A. and its subsidiaries, checking that they were in accordance with the law and the company Bylaws; the Directors have given adequate information on these transactions in the Report on Operations; we also obtained and ensured that the transactions approved and/or put in place were not imprudent, rash, in contrast with resolutions adopted or in potential conflict of interest or in any way such as to compromise the integrity of the Company's capital and assets.
• Adequate information was given to us regarding intercompany and related-party transactions. Based on the information gathered, we ascertained that these transactions complied with the law and with the Company Bylaws, were in the interests of the Company and did not give rise to any doubts as to the correctness and completeness of the information given in the financial statements, the existence of situations of conflict of interest, the protection of the company capital and assets and safeguarding minority shareholders; the periodic checks and controls carried out in the Company offices did not reveal that any atypical and/or unusual transactions had been carried out;
• In the Report on Operations and the Explanatory Notes to the financial statements the Directors have indicated and described the main transactions with third parties, intercompany and related parties, stating that these transactions took pace at normal market conditions for the quality and type of services provided; the transactions in question were mainly loans, guarantees and administrative and financial services; details of the impact of these transactions was given in the balance sheet and income statement and in the other documents which accompany the financial statements;
• The firm Deloitte & Touche S.p.A. issued the audit reports for the Statutory Financial Statements and the Consolidated Financial Statements for the year ended December 31 2008 without any objections or requests for further information;
• We did not receive any complaints as per Article 2408 of the Civil Code or any petitions, neither did we hear of any such complaints being made to others;
• As illustrated by the Directors in the documents accompanying the Financial Statements, during the year CIR S.p.A. gave further mandates to the firm of auditors, in addition to the obligatory audit mandate, for other services for euro 96,000 while the subsidiaries gave mandates for the issue of certification for an amount of euro 145,000 and mandates for other services for euro 152,000; these fees seem appropriate in view of the size and the complexity of the work carried out; there was no evidence of mandates awarded to entities linked to the audit firm in any ongoing relationship;
• During the year under examination we did not issue any opinions as per the terms of the law; the Board of Statutory Auditors did however put forward the proposal for the appointment of the firm of auditors with reasons for their choice as per the terms of Art. 159 of D.Lgs. 58/98;
• During 2008 the Board of Directors met 9 times and the Board of Statutory Auditors was present at all of these meetings; the Board of Statutory Auditors also held 8 meetings, meeting 4 times with the appointed firm of auditors; there were also numerous individual meetings between the statutory auditors and the management of the Company and the Board of Statutory Auditors was present at 2 meetings of the Internal Control Committee;
• We have no particular observations to make either concerning compliance with the principles of correct administration, because these appear to have been constantly observed, or concerning the adequacy of the organizational structure, which we found to be suitable to meet the operating and managerial needs of the Company;
• The system of internal control appeared to be adequate for the size and type of operations of the Company as we also ascertained at the meetings of the Internal Control Committee which, on the basis of the rules of governance adopted, are attended by the Chairman of the Board of Statutory Auditors (or another Statutory Auditor designed by the latter). Moreover, in accordance with the Code of Conduct for Listed Companies, the Internal Audit Manager of the Group and the Officers responsible for Internal Control made sure that there was the necessary functional and information link regarding the way in which their institutional control duties were carried out and the outcome of the checks carried out, even by attending the meetings of the Board of Statutory Auditors.
• We have no observations to make regarding the adequacy of the administrative and accounting system or its reliability to represent operating events correctly. Regarding the accounting details contained in the statutory and consolidated financial statements as of December 31 2008, these were certified by the Chief Executive Officer and by the Executive responsible for the preparation of the company's financial statements in accordance with Art. 81-ter of Consob Regulation no. 11971 of May 14 1999 and subsequent amendments and additions.
• We have no observations to make regarding the adequacy of information flows from the subsidiaries to the Parent Company to ensure the timely fulfilment of communication obligations required by law.
• During the regular exchanges of information and data between the Board of Statutory Auditors and the external auditors, in accordance also with Art. 150, paragraph 3, of D.Lgs. 58/1998, no aspects emerged that needed to be highlighted in this report.
• The Company has substantially adhered to the recommendations contained in the Code of Conduct prepared by the Committee for the Corporate Governance of Listed Companies, and has illustrated its corporate governance model in the Report on this subject, prepared also in accordance with Art. 124 bis of D.Lgs. no. 58/1998, with Art. 89 bis of Consob's Rules for Issuers and also with Section IA.2.6. of the Instructions to the Rules for the Markets Organized and Managed by Borsa Italiana S.p.A.; to the extent of our responsibility we have monitored the way in which the rules of corporate governance required by the above-mentioned Code of Conduct, as adopted by the Company, are actually being implemented, ensuring among other things that the Corporate Governance Report of CIR S.p.A. contained the results of the regular check that the Board of Statutory Auditors has the necessary requisites of independence, which are determined on the same basis as those for the Members of the Board of Directors;
• The Company has also adopted a Code of Ethics for conduct as per the terms of D.Lgs. 231/2001 and D.Lgs. 61/2002 and appointed a Surveillance Body as required by regulations; it has also adopted and implements an "Organizational Model" for conducting and regulating the business;
• Our surveillance activity was carried out on a routine basis during 2008 and did not reveal any omissions, facts that could be censured or any irregularities worthy of note.

In short, after the surveillance activity we carried out during the year we have no proposals to make as per art. 153, paragraph 2. of D.Lgs. 58/98 regarding the separate financial statements of CIR SpA as of December 31 2008, on the approval thereof or on any other matter within our jurisdiction, just as we have no observations to make on the proposed allocation of the net income for the year contained in them.

Milan, April 6 2009

THE BOARD OF STATUTORY AUDITORS

Prof. Pietro Manzonetto - Chairman of the Board of Statutory Auditors
Dott. Riccardo Zingales - Statutory Auditor
Dott. Luigi Nani - Statutory Auditor

In accordance with the terms of Art. 144 quinquiesdecies of Consob's Rules for Issuers, below is the list of positions held by the members of the Board of Statutory Auditors of C.I.R. S.p.A. at the date on which the this Report was presented to the Meeting of the Shareholders in accordance with the terms of Art. 153 of D.Lgs. no. 58 of February 24 1998 of companies as per Book V, Chapter V, Paragraphs V, VI and VII of the Civil Code. In brackets is the date of the close of the financial year, the approval of the financial statements of which marks the end of each period of office.

• Pietro Manzonetto: Member of the Supervisory Board of Banco Popolare Soc. Coop. (31.12.2009); Chairman of the Board of Statutory Auditors of RCS MediaGroup SpA (31.12.2008), CIR - Compagnie Industriali Riunite SpA (31.12.2010); Gruppo Banca Leonardo SpA (31.12.2008), Allianz SpA (31.12.2010), Allianz Bank Financial Advisors SpA (31.12.2009), Humanitas Mirasole SpA (31.12.2010), Otis SpA (30.11.2008), Otis Srl (30.11.2009).
  Number of positions held in issuing companies: 3 (Banco Popolare Soc. Coop., RCS MediaGroup SpA and CIR SpA).
  Total number of positions held: 9.

C.I.R. S.p.A.

Disclosure to the public as per Art. 144-quinquiesdecies of the Rules for Issuers regarding Statutory Auditor in office Riccardo Zingales

List of positions held as of the date of presentation of the Report as per Art. 153 of the TUF

Prepared in accordance with the terms of Art. 5-bis of the Rules for Issuers

Number of positions in issuing companies : 3

Total number of positions held : 38

C.I.R. S.p.A.

Disclosure to the public as per Art. 144-quinquiesdecies of the Rules for Issuers regarding Statutory Auditor in office Luigi Nani

List of positions held as of the date of presentation of the Report as per Art. 153 of the TUF

Prepared in accordance with the terms of Art. 5-bis of the Rules for Issuers

Number of positions in issuing companies : 1

Total number of positions held : 16