OF FIERA MILANO S.P.A. MILAN, 21 APRIL 2011

Transcription

1 This document contains a true translation in English of the report in Italian VERBALE DI ASSEMBLEA ORDINARIA DI PRIMA CONVOCAZIONE DI FIERA MILANO S.P.A. - MILANO, 21 APRILE However, for information about Fiera Milano reference should be made exclusively to the original report in Italian. The Italian version of the VERBALE DI ASSEMBLEA ORDINARIA DI PRIMA CONVOCAZIONE DI FIERA MILANO S.P.A. - MILANO, 21 APRILE 2011 shall prevail upon the English version. MINUTES OF THE ORDINARY SHAREHOLDERS MEETING OF FIERA MILANO S.P.A. HELD AT THE FIRST CONVOCATION MILAN, 21 APRIL 2011 On 21 (twenty-first) April 2011 (two thousand and eleven) at hours in the Auditorium of the Centro Servizi of the new exhibition centre in Rho, Strada Statale del Sempione 28, the first convocation of the Ordinary Shareholders Meeting of Fiera Milano S.p.A. began. Mr Michele Perini chaired the meeting in his capacity as Chairman of the Board of Directors, pursuant to Article 13.1 of the Company Articles of Association. The Chairman, both personally and on behalf of Fiera Milano, sincerely welcomed and thanked all those attending the meeting declaring that it gave him great pleasure to carry out the duty of chairing the Shareholders Meeting convened to approve, amongst other things, the Company Financial Statements to 31 December The Chairman proposed that the Lawyer, Luigi Colombo, be called upon to act as Secretary; the Shareholders Meeting unanimously approved this and the Chairman then reported and stated that: the Shareholders Meeting was being recorded solely to help compile the minutes: the recording would be destroyed once the minutes had been prepared. Those board members present, besides the Chairman and the Chief Executive Officer, Enrico Pazzali, were Mr Renato Borghi, Mr Romeo Robiglio and Mr Pier Andrea Chevallard.

2 The Directors Mr Roberto Baitieri, Mr Fiorenzo Dalu, Mr Giampietro Omati and Mr Attilio Fontana had given just cause for their absence. Members of the Board of Statutory Auditors present were the standing Statutory Auditors Mr Damiano Zazzeron, Mr Alfredo Mariotti and Mr Stefano Mercorio. At the Chairman s table were Mr Enrico Pazzali, Chief Executive Officer, and Mr Flaminio Oggioni, Manager responsible for preparing the Company accounts. Entrance had been permitted to journalists, analysts and financial experts as recommended by CONSOB, and these persons were recognisable by the badge they were given on entering the Meeting. A list of names, available to anyone asking to see it, is attached to the minutes of this meeting. He also pointed out the presence of members of the external audit company, of some Group managers and employees, which it was held would be useful if they attended the Meeting, and the presence of other external collaborators, also identifiable by their badges, which were present to deal with the technical and organisational aspects of the Meeting. The Meeting on this date was convened pursuant to law and enacted regulations by an announcement in the daily newspaper "Milano Finanza" on 19 March 2011 and on the Company website and available at the offices of the Borsa Italiana S.p.A. on 18 March 2011, indicating the agenda, which will be read out next; All the information requirements under Legislative Decree no. 58 of 24 February 1998 and subsequent amendments (henceforth Legislative Decree 58/98), those under the Rule approved by CONSOB Deliberation no of 14 May 1999 and subsequent amendments and additions (henceforth the Listing Rules) and the Rules of Borsa Italiana S.p.A. have been correctly fulfilled; on 18 March 2011, at the registered offices of the Company, the administrative and operating headquarters of the Company, at the - 2 -

3 registered offices of Borsa Italiana S.p.A. and, as required by enacted law, with CONSOB, were deposited, and remain, the Directors Report on Corporate Governance and on the Company s Ownership Structure and the Resolutions for the Ordinary Shareholders Meeting, that is the Report required under Article 125 ter, paragraph one, of Legislative Decree 58/98 and the Director s Management Report under Article 73, paragraph 1, of the aforementioned Listing Rules approved by CONSOB Deliberation no of 14 May 1999 and subsequent amendments and additions; on the same date information that these documents had been deposited was given in compliance with Article 65 bis, paragraph 2 of the Listing Rules; on 18 March 2011 the Proxy Form for Representatives designated by the Company (Servizio Titoli S.p.A.) and the Proxy Form for representatives chosen by individual shareholders were made available to all shareholders on the Company website; on 30 March 2011 the following were deposited and remain at the registered offices of the Company, the administrative and operating headquarters of the Company, at the registered offices of Borsa Italiana S.p.A. and, as required under enacted law, with CONSOB: the annual financial statements that include the Preliminary Financial Statements and the Preliminary Consolidated Financial Statements to 31 December 2010, the Directors Management Report and the declaration under Article 154 bis, paragraph 5 of Legislative Decree 58/98, as well as the Report of the Board of Statutory Auditors and the Report of the Independent Audit Company; on the same date information that these documents had been deposited was given in accordance with Article 65 bis, paragraph 2 of the Listing Rules; Deposit of these documents was announced in the daily newspaper "Il Giornale" on 31 March 2011; the aforementioned documents were also made available to the public on the Fiera Milano website and were also sent on request to all Shareholders; - 3 -

4 at the present date, the Company share capital is Euro 42,147,437.00, fully paid-up and represented by 42,147,437 ordinary shares each of nominal value Euro 1.00; For this Shareholders Meeting the Company is using an electronic system to register those present and for this reason shareholders or their proxies attending the Shareholders Meeting have been given a block with, amongst other things, a card with a bar code that may be read electronically and which permits a real time calculation of the share capital represented at the Shareholders Meeting, the names of the shareholders present or their proxies, and the number of ordinary shares they represent; by using the aforementioned system, a list of the names of shareholders present, whether in person or through a proxy, can be compiled giving the number of ordinary shares represented by each person. This list is attached to the minutes of the Shareholders Meeting in accordance with the Rule approved by CONSOB Deliberation no of 14 May 1999; the information from the electronic system showed that seventeen shareholders or those entitled to vote by proxy were present and they represented a total of no. 30,286,404 ordinary shares, equal to % of the share capital; the correct application of the law and the provisions of enacted law and the requirements of Article 12 of the Company Articles of Association regarding the attendance of shareholders at the Meeting and the granting of proxies has been verified; the proxies have been recorded in the company records; According to the shareholders register, together with other communications received pursuant to enacted law, on the basis of the certification given for the current Shareholders Meeting and from other available information, the shareholders that own, directly or indirectly, shareholdings of more than 2% of the share capital of Fiera Milano are: - 4 -

5 Ente Autonomo Fiera Internazionale di Milano which holds no. 26,157,609 ordinary shares, equal to % of the share capital; Camera di Commercio, Industria, Artigianato e Agricoltura di Milano which holds no. 2,723,170 ordinary shares, equal to % of the share capital; Banca Popolare di Milano S.c.r.l. which holds directly and indirectly no. 1,101,955 ordinary shares, equal to 2.615% of the share capital; Fondazione Cassa di Risparmio delle Province Lombarde which holds no. 1,020,529 ordinary shares, equal to 2.421% of the share capital; Fiera Milano holds, directly and indirectly, 831,595 of its treasury shares, equal to 1.97% of its share capital; There was no evidence of the existence of voting or blocking syndicates or shareholder agreements or agreements under Article 122 of Legislative Decree 58/98 and subsequent amendments and additions. The Chairman continued: by inviting the shareholders present to make known the eventual existence of any shareholder agreements under Article 122 of Legislative Decree 58/98. No-one asked to speak. by formally requesting all those attending the Shareholders Meeting to declare any reason why they should not legitimately vote under enacted law and regulations, and noting that the shares for which the voting rights cannot be exercised may, however, be used to determine if the Shareholders Meeting was regularly constituted. No-one asked to speak. The Chairman stated that: - 5 -

6 those present had demonstrated that they could legitimately attend the Shareholders Meeting under enacted laws; the necessary quorum exited for the Ordinary Shareholders Meeting to be held at the first convocation since shareholders or those with a proxy to vote represented at least half of the share capital. Therefore, the formalities regarding the convocation and announcement having been met and a quorum having been reached under Article 2368 of the Italian Civil Code and the Company Articles of Association, he declared the Shareholders Meeting legally constituted at the first convocation to discuss and deliberate the resolutions on the agenda, which he read out: 1) The Financial Statements, Board of Directors Management Report, and the Report of the Board of Statutory Auditors for the year ended 31 December 2010; related deliberations and resolutions. 2) Authority for the purchase and disposal of treasury shares, following prior retraction of authority given by the Shareholders Meeting of 15 April 2010; related deliberations and resolutions. The Chairman continued: Stating that no request had been received for further matters to be included on the agenda of the Shareholders Meeting pursuant to Article 126- bis of Legislative Decree 58/98 and subsequent amendments and additions. Before proceeding to discuss the various matters on the agenda, he gave some information regarding the running of the Shareholders Meeting. Firstly, he said that each shareholder attending the meeting had been given a folder on entering the auditorium which contained: (a) the notice convening the Shareholders Meeting; (b) a printed booklet containing: - 6 -

7 (i) the Financial Statements to 31 December 2010, including the Preliminary Financial Statements, the Preliminary Consolidated Financial Statements, the Board of Directors Management Report, and the declaration in accordance with Article 154 bis, paragraph 5 of Legislative Decree 58/98; (ii) the Report of the Board of Statutory Auditors and the Report of the independent audit company; (iii) the Report on Corporate Governance and on the Company s Ownership Structure; (iv) the Board of Directors Report under Article 15 ter, paragraph 1 of Legislative Decree 58/98; (v) the Board of Directors Report under Article 73, paragraph 1 of the Listing Rules; (c) a copy of the current Company Articles of Association; (d) a card for indicating a wish to speak. The Chairman also recalled that: To ascertain the presence of shareholders and for the voting procedure the bar code on the voting cards in a block in the folder given to each shareholder or proxy on entering the auditorium and which allows each shareholder and the amount of shares he/she represents to be identified would be read electronically. He described to shareholders how the block of cards should be used: it is made up of (i) a card which just has the bar code on it that was read as people entered and would be read should anyone leave and re-enter the auditorium so as to guarantee that the number of shareholders present is always known; and (ii) other voting cards with the bar code and the vote that shareholders wish to caste (for, against, abstain). Voting is by a show of hands, first by those in favour of the resolution, then those against and, finally, by those abstaining

8 Shareholders voting against or abstaining on a resolution would be asked to give their voting cards to the appropriate staff who would collect them and hand them in at the desk designated votes against/abstentions requests to speak" so that votes against and abstentions are calculated electronically. Votes in favour will be counted by the electronic system by calculating the difference between the votes against/abstentions and the total votes present. This system is valid for all votes unless the Chairman indicates otherwise. those holding proxies who intend to vote against or to abstain on a resolution must go to the area designated "votes against/abstentions requests to speak " on the right hand side of the auditorium; all others, when electronic verification is requested, depending on whether they intend to vote against or abstain must give the relevant voting cards to the appropriate staff who will collect them and hand them in to the "votes against/abstentions requests to speak " desk. Should errors materialise during the voting, shareholders are requested to go to the "votes against/abstentions requests to speak" desk where the error will be rectified. There are staff at the "votes against/abstentions requests to speak" desk that can assist shareholders in the voting procedure. The voting cards are strictly personal and votes therefore have to be cast personally by the holder of the card. Those who wish to speak are requested to fill in the appropriate form that is available for each item on the agenda, requesting to speak, giving their personal details and, where possible, an indication of the points they wish to raise. After completing the form, it must be handed in at the "votes against/abstentions requests to speak" desk located on the right hand side of the auditorium; - 8 -

9 those who wish to speak will be called in the order that the requests are received by the appropriate staff. In order to permit as wide a discussion as possible, shareholders are requested to ensure that their contributions are strictly relevant to the item of the agenda under discussion and, if possible, to keep their contribution to less than ten minutes; for each item on the agenda, answers will be given once all those who wish to speak have spoken. Further comments in reply to answers are allowed but should not exceed five minutes; shareholders should speak at the point located to the side of the Chairman s table. pursuant to enacted law, the minutes will contain a summary of the comments and questions, indicating the person who spoke, the replies given and any further comments made. The Chairman reminded the meeting that, under Article 11 of the Company Articles of Association, the Shareholders Meeting uses the legal majority, that is, an absolute majority of those voting. He requested those speaking not to leave the auditorium unless in an emergency and reminded shareholders that if they left the auditorium they must use the card with the bar code already used when first entering the auditorium so that the time of exit and any eventual return could be recorded. * * * - 9 -

10 The Chairman then moved on to the first item on the agenda: The Financial Statements to 31 December 2010, Board of Directors Management Report, the Report of the Board of Statutory Auditors; related deliberations and resolutions." The Chairman, in consideration of the fact that the documentation for the Financial Statements had been deposited as required by law, had been made available on the company website, had been distributed to all those attending the Shareholders Meeting, and sent to anyone who had requested it, with the unanimous agreement of all present, waived the reading of the Directors Report on Operations, the Report of the Statutory Board of Auditors and the Report of the independent audit company and asked the Chief Executive Officer, Mr Enrico Pazzali, to report on operations in 2010 and to include summaries relevant to the Financial Statements to be approved. Mr Pazzali reported that 2010 had been a particularly significant year, one that showed the signs of the end of the global crisis that had started in 2008; it was also a year in which the events calendar of the Milan exhibition sector had a negative impact on the activities of the Company as there were no triennial exhibitions and the important exhibitions held in uneven numbered years were also absent. Furthermore, two important and highly profitable exhibitions that are directly managed by the Company, Host and Tuttofood, did not take place was a year of reorganisation and relaunch; the reorganisation began before 1 January 2010 and many of those present will have heard speak of it in

11 the report given last year as it really started in 2009 at the height of the global industrial crisis. As a strategic business instrument for several sectors Fiera Milano suffered the same fate as those industrial sectors hit by the crisis. However, compared to some German companies, Fiera Milano was slightly more fortunate; the Germans suffered a very significant contraction of 40-50% in activity linked to the heavy industrial sectors. Fiera Milano, which is more closely linked to the service industries, whilst still seriously affected by the crisis, did not suffer to the same degree. Therefore in 2010, the Company continued to persevere with the promises made to shareholders in April Whilst it was obvious that in 2010 there would be a sharp fall in revenues, it was evident that competition would also take its toll; previously competition had not been so fierce as, in past years, demand from exhibitions exceeded the offer that the exhibition sector could provide. Today this dichotomy has been inverted: there is a huge offer of square metres of exhibition space, both in Italy and in Europe, and demand has fallen. Under these conditions competition raises its head and it is now prevalent in our sector. Some people have already raised the question of the internet, which represents another form of competition but also a means of competing in the market; it is true that Fiera Milano must adapt to a different business environment, a different market approach, one that is perhaps not just to manage exhibitions,

12 which Fiera Milano excels at and will continue to do so, but one which involves creating exhibitions and hosting an increasing number of exhibitions and, above all, it must enter new markets where it has previously not been present. In 2009, Fiera Milano had approximately fifteen subsidiaries, 122 directors, a personnel structure highly oriented towards management and structural costs closely linked to the fact that the market offered strong potential for investment, research and other matters. Last year we also promised that, despite the pessimistic forecasts for a fall in square metres of space rented out, regarding competition and the effects of the restructuring taking place, the gross operating profit would be maintained at the same level as that of 2009, 20 million. Let us not forget that the aforementioned actions were possible also due to the contribution received to manage the crisis from the controlling shareholder, Fondazione Fiera Milano, which enabled Fiera Milano to be the only exhibition company not to cancel exhibitions during the crisis years. The Chief Executive Officer continued citing the example of Motorcycle Shows; in 2009, only those held in Milan and in China took place; the Milan show was in the Company s exhibition site and that in China it organised by the joint venture between Fiera Milano and Deutsche Messe. All the other exhibition centres worldwide cancelled these shows and it is well known how important it is not to cancel an exhibition as once cancelled it is almost impossible to persuade the organisers to return another year

13 Thanks to the contribution received, which was entirely directed at maintaining exhibitions at Fiera Milano, we have guaranteed the future of this show for the long-term. Mr Pazzali continued saying that the focus had been primarily on development and the re-positioning of the exhibitions owned by the Company - exhibitions like Macef, Host, BIT, Tuttofood, and the fashion and art exhibitions. With regard to Macef, after eight editions when there had been a steady decline, the September 2010 edition finally experienced an increase both in terms of square metres of space and, above all, in profitability, which was Euro 3.0 million higher than the previous edition due to the exhibition repositioning that the management and personnel of Fiera Milano carried out in just nine months. It can already be said that the January 2011 edition, compared to that of the previous January, saw a similar increase in profitability of Euro 3.0 million. For Ambiente and Maison & Objet, it is already possible to announce that the September 2011 edition has become the market leader in terms of size. The January edition did not quite manage to achieve this but the aim remains to return to the former market leadership position in this sector. Considerable investments were made to increase exhibitor loyalty, something that was made possible by the contribution received from Fondazione Fiera Milano, and this investment in loyalty resulted, despite the ongoing crisis, in the return of important clients like Galeries Lafayette, Harrods, and the Turkish La Rinascente that had been absent for decades in Fiera Milano

14 This in itself is a source of considerable value as, when buyers from stores of this calibre are present, the value of the exhibition and the loyalty of the exhibitors increases with the positive result that, despite the serious crisis, after many years we have been able to raise prices by approximately 30%. Fiera Milano is surely the global reference point for exhibitions and the global leader in hosting international exhibitions but today the world cannot be limited to Milan; the aim remains to bring the world to Milan but it is also essential to be present in those areas which have growth rates that exceed those of Europe and Italy and where there is a potential for growth that is now unimaginable in the short, medium or long-term in Italy and Europe. It is, therefore, essential to be in countries like Brazil, Russia, India and China, as well as perhaps in South-East Asia, in Singapore, and maybe even in the near future in the United Arab Emirates. This was one of the aims stated at the start of 2009 and was the reason we strengthened our leadership in China with Deutsche Messe, started-up in India with over four exhibitions, one for motorcycles and autos launched last year and which this year will be held in October to coincide with the first Indian Grand Prix. We also identified, valued and acquired a Brazilian company that manages over fourteen exhibitions and which constitutes a strong and wide platform for the export of Fiera Milano products such as Macef, Host, Tuttofood and BIT to this region. We are also looking at Russia and hope to reach a commercial agreement with a large Russian operator to achieve similar objectives in this vast country

15 In 2010 we signed a memorandum of understanding with Expo 2015 which will enable Fiera Milano to be a strategic partner for Expo The Expo will not only be held in the close vicinity of Fiera Milano but will be integrated with Fiera Milano: two of Fiera Milano s pavilions will be used by Expo as exhibition space and so will its exterior areas; there are also other possible areas of collaboration in services. The Chief Executive Officer continued by repeating that 2010 had been a difficult year and this had prevented the Company from acting as it does in growth periods by taking on new personnel, increasing salaries and by doing some of the things that Fiera Milano was used to doing in the past. Cost savings and cuts were made in several areas, from a review of the maintenance contract, which already in second-half 2010 gave a saving of over Euro 3.0 million, to the security contract which gave a saving of 20% compared to previous years, and to various other areas where concentration was on essential expenditure that generated structural cost savings of over Euro 10.0 million compared to the Euro 60 million made of also saw us make decisions that were painful to take, painful to manage and painful to cope: the subsidised Lay-Off Scheme started on 1 October 2010 and runs until 30 September 2011 and every week or two weeks there are meetings with the social parties to try and understand what is and what will be best for Fiera Milano and its employees

16 Personnel were reduced from 765 to under 700 and executives were not paid the discretionary part of their salaries, employees forewent their productivity bonus and no other bonuses or salary increases were paid; furthermore, additional employees were limited to those absolutely essential to Company needs. Today there is a need to change the mix of personnel moving away from those who know how to manage exhibitions to those who can organise and sell exhibitions and can act on an international stage; this is the mix that we require in the near future. The Company collective employment contract was changed: Fiera Milano had always had a contract for a 36-hour working week, an exception in the workplace. This no longer exists and we now have a normal contract that is in line with the competitive requirements of the market. These actions led to a reduction of over Euro 15.0 million in personnel costs of which Euro 5.7 million are non-recurring and have resulted in greater flexibility and speed of reaction in the marketplace. The number of subsidiaries has been reduced as there were 15 companies with 122 directors. By the end of 2011, in addition to the Parent Company, there will be three subsidiaries with a total of less than 40 directors and this has also led to considerable cost savings. These actions were taken with the unanimous approval of the Chairman and the Board of Directors who supported and helped the Chief Executive Officer to take these decisions

17 The results were a gross operating profit of Euro 20 million and a return to net profit, although the Board of Directors will propose that no dividend is distributed, and, following the restructuring, an 18% reduction in operating costs. Our two strategic priorities are the Company s own exhibitions and those it hosts and it is here that the main focus will lie. Investments will be made in countries that guarantee growth and, obviously, a contribution to profitability and that permit these margins to be repatriated to Italy to be reinvested in the core products of the Company. Fiera Milano is and always will be an exhibition organiser in Italy and in the world. A service company will be set up that can offer exhibitors a single reference point for logistics, setting-up services and basic services when they decide to be part of an exhibition. Above all, we will brave a new market, one with strong growth rates in which currently only Sole24Ore is present and where the Company believes it should be present because of the synergies it offers. Three important areas will be merged: all the publications in this one company will be capable of dialoguing with exhibitors and the market once a month rather than once a year at an exhibition. In addition the company, Expopage, will be integrated to activate and develop online, internet and web 2.0 concepts which offer the community an opportunity to extend the relationship built up at an exhibition during subsequent days and months and throughout the year on a 24-hour basis

18 This is a great opportunity that we wish to seize for the first time. Current market information is not such that we can say this will be large market; however, it is a market that is taking off, that is growing and at a significant rate and is one in which the Company is already present and where it wishes to remain in the future. Lastly, continued the Chief Executive Officer, within this company there is also the chance to examine the various functions and sectors in order to study carefully purchasing, administration and finance and corporate governance for companies, as well as looking at sectors like food and agriculture, beverage, fashion, energy and many others. This is the Group strategy that is focussed on and will continue to refocus on the core business. Mr Pazzali proceeded by explaining that this is not an ambitious plan but a credible plan prepared by Fiera Milano personnel, discussed with the Board of Directors and one which should lead to an increase in square metres rented out, the main source of profitability for Fiera Milano. Several exhibitions have been acquired, for example, ITMA 2015, the textile machinery exhibition, which will return to Milan following an absence of over twenty years; Fiera Milano s commercial capability ensured that it won the tender for this exhibition and in 2015 the largest and most important exhibition for textile machinery, covering over 100,000 square metres of space and with 100,000 visitors, 85% of which from abroad, will be held in Milan

19 Furthermore, on 7 May, the largest congress centre in Europe will open. It has been totally financed and built by Fondazione Fiera Milano with an investment of approximately Euro 65 million. It will enable Fiera Milano Group to compete for international events that previously would have been impossible to hold in its premises. Two large international events are already scheduled for this year due to the opening of the new centre and we are currently competing to hold the largest international mobile telephone conference. We can now take advantage of opportunities that previously were unavailable to us. This year, continued the Chief Executive Officer, Fiera Milano should once again reach revenues of about Euro 300 million, thereby recuperating the shortfall of Euro 50 million in 2010, and the aim is to reach Euro 350 million of revenues when the business returns to normal levels. These are not enormous figures but guarantee the solidity of the plan that has been presented; the aim is to increase gross operating profit by over 30% this year and to reach gross operating profit of over Euro 40 million when business returns to normality. Under the business plan, debt should decline from the current figure of Euro 85 million to Euro 35 million in The plan, approved by the Board of Directors of Fiera Milano, provides for 95% of the net profit to be distributed as dividends and this will be presented by the Board for approval. However, the plan also contains a second element: no additional contribution is expected to be received from Fondazione Fiera Milano; there are no

20 acquisitions in the pipeline although any opportunities will be evaluated as they arise and further information will be given should they materialise. The Chief Executive Officer added that analysts and investors examined the business plan during the presentation and recognised that it was feasible, solid and evidently achievable. The Chief Executive Officer concluded his report by thanking all those present for the support they had given and continued to give to the activities of the Company and assured them of the commitment of the entire managerial team to achieve ever improving results. The Chairman thanked the Chief Executive Officer for his report and noted how the good management of the Company in the past year had required considerable effort given the particularly difficult environment. He extended his thanks for this collaboration not only to the Chief Executive Officer but also to all those stakeholders who faced the complex problems of this period with determination and team spirit. The Chairman expressed the wish that shareholders realise the efforts made and agree to make the necessary commitment so the objectives of the Company would increasingly be achieved. The Chairman stated that a hard copy of the Chief Executive s report was available to anyone wishing to have a copy at the end of the meeting. The Chairman also added that exhibitions were no longer just beautiful shop windows but were now professional meeting places for international operators. Despite the competition from the internet, the efficacy of which is well known, the Chairman reminded the audience, quoting Bill Gates that Exhibitions will not die as men need to meet other men

21 This is what explains the presence of 325,000 people at the Salone del Mobile, several million people at the Artisan s exhibition and several million at the EICMA motorcycle show. Today, continued the Chairman, communicating what the Company does and also what a modern exhibition entails is not easy; this is because, unfortunately in our country the media is more interested in matters of little import than in the real things that are the building blocks of our country. For these reasons we have instigated a series of meetings with business men from all sectors, as well as colleagues in Confindustria and Confcommercio to explain what has been presented in this meeting today. Another very important element for the success of exhibitions, continued the Chairman, is for the organiser to be able to organise direct B2B meetings at the exhibition centre as happened during the BIT exhibition when 11,000 B2B meetings were arranged as part of the occasion; this meant that the visitor knew before arriving that he was to meet with a certain operator at a certain time and had a timetable. This enables people to concentrate all they need to do in the time that they visit the exhibition and to have a few hours to themselves to go into town, visit an art exhibition, or go to a football match or to La Scala and return home saying visiting Milan is wonderful. Our Company must be as one with the city; it must sell the city of Milan as a professional centre and also as a place of entertainment, of culture and a pleasant place to stay. The Chairman stressed that he would be dedicating himself to this task alongside the Mayor, the Regional President, the President of the Province,

22 the Chairman of the Chamber of Commerce, the Chairman of Assolombarda and with all those friends who have already understood that success only comes if the environment in which one operates is one that raises a smile from the visitor to our city and that this is the fruit of harmonious teamwork. At this point the Chairman updated the information about those present saying that there were 19 shareholders present either in person or by proxy accounting for a total of no. 30,287,204 ordinary shares, equal to % of the share capital. The Chairman asked the Chairman of the Board of Statutory Auditors, Mr Zazzeron, to summarise the Report of the Board of Statutory Auditors. Mr Zazzeron started his presentation saying that Article 153 of Legislative Decree 58/98 requires that the Board of Statutory Auditors report to the shareholders meeting called to approve the annual financial statements on the supervisory activity it has carried out and on the absence of any censurable matters brought to its notice, as well as on its ability to table proposals regarding the financial statements, their approval and other matters that are within its competence. During 2010, the supervisory activities of the Board of Statutory Auditors were carried out in accordance with the requirements of Article 2429, paragraph 2 of the Italian Civil Code, with those of Legislative Decree no. 39 of 27 January 2010 ( Legislative Decree 39/2010 ), with the regulations and recommendations governing listed companies issued by the National Committees of Registered Tax Advisors and of Accountants, and the indications of Consob

23 The Report of the Board of Statutory Auditors has been prepared in accordance with the regulations governing listed companies as the shares of the Company are listed on the STAR segment of the Italian stock market. The Board of Statutory Auditors acquired the information necessary for carrying out its work of general supervision through interviews with management and the various company officers and through regular attendance at the Board of Directors meetings and at those of the other internal Committees. In 2010, Fiera Milano Group continued to feel the impact of the ongoing global economic crisis while containing its effect by implementing measures to mitigate the consequences of the recession on the activities of the Group. As you all know, the annual financial statements of the Company at 31 December 2010 show a profit for the year of Euro million compared to the profit of Euro million at 31 December 2009; whilst the consolidated financial statements show a positive Group net profit of Euro million compared to a Group loss of Euro million in the previous financial year. Naturally the report has been prepared in the way prescribed by Consob, and also includes all the matters required in this form. It is also clear that the final considerations of the Board of Statutory Auditors include no observations regarding approval of the financial statements as proposed by the Directors for the preliminary financial statements and therefore has no observations to make regarding their approval by the shareholders meeting. The Board of Statutory Auditors can find no reason why you should not approve the financial statements or the allocation of the net profit as proposed by the Board of Directors

24 After thanking Mr Zazzeron the Chairman continued his presentation and informed the meeting that PricewaterhouseCoopers S.p.A. had worked no. 1,445 to audit the Financial Statements of Fiera Milano S.p.A. for remuneration of Euro 71,195; the coordinating activities and the audit of the Group Consolidated Financial Statements had taken no. 490 hours and the remuneration was Euro 47,506; the limited audit of the Summary Half-Year Financial Statements and the Consolidated Half-Year Financial Statements taken no. 589 hours and the remuneration was Euro 33,890. Finally, PricewaterhouseCoopers S.p.A. had also ensured, as required by Article 14, paragraph 1, of Legislative Decree 39/2010, the regular updating of the company accounts and the correct reporting in management accounting records. These verifications took no. 150 hours and the remuneration was Euro 8,541. The Chairman then notified the meeting that the shareholder Mr Franco Borlenghi had sent the Company a communication to be read out during the Shareholders Meeting. Although it was not a usual communication, he requested the Secretary to read it out. Taking the floor, the Secretary read the communication from Mr Borlenghi which was as follows: Good morning, Chairman, Directors and shareholders, I am Franco Borlenghi, a small shareholder loyal to this company and always interested in the work of our shareholders meetings. Dear shareholders, in 2010, Fiera Milano had revenues from sales and services of Euro million, a decrease of 16.4% compared to 2009, and a

25 gross operating profit of Euro 20.4 million, which appears to be in line with last year, and consolidated net profit of Euro 2.1 million against a net loss of Euro 3.7 million in As we can see, our Board of Directors has prudently decided not to distribute a dividend. Ladies and gentlemen, what is past is past but our company has made generous promises to the shareholders. It seems to me that our ambitious 2011/2014 business plan is based on certain key concepts: focus on the core business, an increase in profitability and a presence abroad. It seems to me, Mr Pazzali, you said that from this year 95% of the Group net result would be distributed to shareholders as dividends, while also fixing ambitious targets of revenues of Euro 348 million. These are goals, concrete targets achievable due to the increase in cash flows and also the reduction in debt, and these optimistic results should also let us look to the future and perhaps also at new acquisitions. We can become a multinational in the exhibition sector by focusing on emerging markets, the so-called BRIC countries, and also in Russia where I believe contacts have been made with an important operator. Can you tell me something about this and also about the outlook for the current year, also in the light of the serious global crisis that has affected all production sectors? Thank-you for your answers. I end my communication and give it to the notary to be included in the minutes of this meeting and would ask you please to send me a copy of the minutes. I declare my vote in favour of approving the financial statements. Thank you for your attention. Franco Borlenghi

26 The Chairman explained that an answer would be given after the other questions had been asked and opened the deliberations on the first matter on the agenda, giving the floor to the shareholder Francesco Rimbotti and thanking him for his customary attendance. The shareholder Mr Francesco Rimbotti took the floor and explained that he had sent in advance a copy of the text of his intervention, requesting that copy of the minutes be sent to him as soon as they became available and saying that his intervention, as in previous years, was made in a spirit of support. Referring to the treasury shares, the shareholder explained that Article 2426 of the Italian Civil Code requires that they be valued and included under assets whilst in the financial statements presented today they have been included as a liability in equity. Even if this were correct, the shareholder requested the reason for this. Continuing his discourse, the shareholder noted that the business plan would certainly give results by 2014 but that the vision for the coming years encompassed the traditional methods for organising exhibitions without the use of internet and he asked the reasons for this choice since the costs of a traditional-type exhibition and an exhibition organised over the web were widely and indisputably very different. As regards the cost cuts, the shareholder declared that he was in agreement with the steps taken and that he hoped that revenues would start to rise during 2011 thereby inverting the trend of the previous financial year. The shareholder concluded his intervention repeating his particular interest in exclusively web-hosted exhibitions

27 The Chairman thanked the shareholder, Mr Rimbotti, and invited the shareholder Mr Gianfranco Maria Caradonna to take the floor and thanked him for his ongoing presence over the years. The shareholder, Mr Caradonna, started his intervention by thanking the Company for calling the meeting on a day that favoured the attendance of shareholders, as it did not clash with other shareholder meetings; he then expressed his perplexity at the possibility in law of making an intervention which permits questions to be sent prior to the meeting also to shareholders who may then not attend the meeting. He then highlighted the proactive work of the Board of Directors that during 2010 had met fourteen times. The shareholder asked what was the ideal breakdown of revenues from Italy and the rest of the world, that is the amount of potential revenues that could be generated by an international presence, and expressed the wish that the Salone dell Auto could be brought back to Milan given the success of the cycle and motorcycle shows, which could be used as a point of departure for further developments. The shareholder Mr Caradonna also emphasised the importance of evaluating web-based exhibitions. The Chairman thanked the shareholder Mr Caradonna and asked the shareholder Mr Tommaso Marino to take the floor. The shareholder Mr Marino started by requesting further more detailed information on the question he had asked about employee incentives, which, in 2010, were about Euro 7 million and he asked if these had been paid only to

28 executives or to all employees with a specific enquiry regarding the breakdown of these incentives. The shareholder praised the reduction in Group companies from fifteen to four and the reduction in Directors from 122 to 40 and explained that he would proceed by highlighting just a few of the questions he had raised in writing although he would still like to have an answer to all his questions. The first question regarded the increase of two executives compared to the previous financial year. The second question was if targets had been set for the executives in 2010 and whether these targets had been met. The third question regarded the publications of the Group: Night Life, Beverages & Mixer and he asked how many subscribers there were to each publication and how many copies of each publication were sold. A further question concerned the eventual amount of public funds specifically earmarked for the publishing sector that had been received by the aforementioned periodicals. Lastly, whilst he had no objection to the salary paid to the Chief Executive Officer, he pointed out that should the Board of Directors for whatever reason decide that he should be removed from office the Company would have to pay him Euro 400,000 per annum for three years. The shareholder asked what criteria had been used to arrive at this figure since, while the Chief Executive Officer had unquestioned ability, it would have been opportune to include criteria that aided a better understanding how this decision had been reached also because no such conditions existed for the Chairman, Mr

29 Perini, who has a wealth of experience and knowledge, which without doubt has been and will continue to be of use to the Group. The Chairman thanked the shareholder Mr Marino and, since there were no further questions, proceeded immediately to the answers. Regarding the intervention of the shareholder Mr Borlenghi, he said that some of the answers to the latter s questions had already been provided in the presentation of the Chief Executive Officer but that it should be said that the Company was also continuing to grow through internationalisation focused on the BRIC countries and that, in particular, the Group intends to export its proprietary exhibitions, starting with Macef: the agreement with a leading local operator would be announced to the market as soon as it is finalised. Regarding the prospects of the current financial year, he said that exhibitions held in the first part of the year have generally shown positive results in terms of rented exhibition space and visitors and particularly with regard to the fashion accessories sector, which had suffered a strong crisis in For example, Mipel had an 8% increase in visitors, Mifur 9%, and MIDO (for spectacles and spectacle frames) 3%. The amount of exhibition space rented out for the directly organised exhibition, Macef, following its relaunch and repositioning was a source of particular satisfaction. The Salone del Mobile, held this year at the same time as Euroluce and the Salone Ufficio, confirmed its international leadership position in this sector with over 321,000 visitors, of which 63% from outside Italy. In the coming months there will be some important directly organised exhibitions, including Host and Tuttofood

30 The current financial year will also benefit not just from a return to acquisitions and the inclusion of the Brazilian company, Grupo Cipa, but also from the new Congress Centre which will open in May with the 21st European Congress on Clinical Microbiology and Infective Diseases. Furthermore, explained the Chairman, the Frankfurt Exhibition Centre, the only one in Germany to make a profit in 2010 had done so almost exclusively due to its internationalisation and not due to its domestic presence - and Germany is a country that is currently growing. The Chairman invited Mr Pazzali to speak; Mr Pazzali said that the accounting of treasury shares was because the accounts were prepared under IFRS and that therefore the shares were taken against equity. As regards Web Exhibitions or Second Life, as alluded to by the shareholder Mr Caradonna, for the last three years research and analyses had been carried out on this matter as, particularly when the Second Life phenomenon began; this is a virtual reality phenomenon where the Avatar, the person surfing, can become a person that enters a virtual world that, as far as regards exhibitions, has virtual stands with virtual products, etc. A series of studies have been made also with the main market operators, starting with IBM and Microsoft and also Oracle, but after careful analyses and some failed experiments done on a global basis it was decided not to continue with these experiments as they would obviously have weighed on the income statement in these years

31 This does not mean that the Internet is unimportant, it does not mean that Web Punto Zero does not have significance as a instrument for generating potential revenues; in fact, it is the intention of the Company to follow up these technologies so as to find a way of generating revenues or at least to strengthen new contacts with exhibitors, buyers or exhibitors on a global level. We do not plan either this year, and maybe not even next year, to experiment with virtual exhibitions because, as yet, the market is not ready for it. Also, one should not forget that Internet only reaches one of the human senses whereas people visit an exhibition for different reasons than a person surfing the Internet. On visiting an exhibition one not only sees a product but one can touch it, breath it, sometimes feel it and, above all, as has materialised in recent years, as mentioned by Mr Perini, exhibitions are important as today they are increasingly moving towards becoming an experiential concept. Obviously our Company is following this development, creating experiences both for the exhibitor and the visitor so that not only do we help the visitor find the correct product for his/her company at the right price, etc., but we ensure that any visit to an exhibition is also an experience. This is why, for example, Paris is better than other places in the world Paris offers an experience to visitors and Milan must, and can, offer the same level of experience