FIERA MILANO 2011 ANNUAL REPORT

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3 F I E R A M I L A N O 2011 annual report This document contains a true translation into English of the original report in Italian Relazione finanziaria annuale esercizio However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian. The Italian version of the Relazione finanziaria annuale esercizio 2011 shall prevail upon the English version. Fiera Milano SpA Registered offices: Piazzale Carlo Magno, Milan, Italy Operational and administrative headquarters: Strada Statale del Sempione, Rho (Milan) Italy Share capital: Euro 42,147, fully paid up Companies Register, Tax code and VAT no Economic Administrative Register Rho (Milan), 27 April 2012

4 Contents FIERA MILANO 2011 ANNUAL REPORT 4 CONTENTS Notice of convocation of the Shareholders Meeting 6 Letter to the Shareholders 10 Corporate bodies and Independent Auditor 11 Group structure 12 Fiera Milano on the stock market 14 Board of Directors Management Report Summary of results and significant events during the year 18 Macroeconomic and reference sector background 22 Fiera Milano Group and Expo Economic and financial performance in the year ended 31 December Business performance by operating segment and by geographic area 35 Fiera Milano Group personnel 43 Risk factors affecting Fiera Milano Group 45 Significant events after the end of the financial year 50 Business outlook 50 Economic and financial performance of Fiera Milano SpA 51 Fiera Milano SpA personnel 55 Environment 57 Performance of subsidiaries 59 Other information 1. Equity investments held by members of the Administrative and Control bodies and by the General Managers and Executives with strategic responsibilities Treasury shares 67 Report on corporate governance and ownership structure at 31 December Proposals for the Ordinary Shareholders Meeting 95 (Report pursuant to Article 125-ter, paragraph 1 of Legislative Decree 24/02/1998, no. 58 and subsequent amendments) Consolidated Financial Statements to 31 December 2011 Consolidated Financial Statements: - Consolidated statement of financial position Consolidated statement of comprehensive income Consolidated statement of cash flows Consolidated statement of changes in equity 113 Explanatory and supplementary notes to the consolidated financial statements: - Accounting standards and consolidation criteria Information on acquisitions Segment reporting Notes to the consolidated financial statements 137

5 FIERA MILANO 2011 ANNUAL REPORT Contents 5 - Attachment: 1. List of companies included in the area of consolidation and other equity investments at 31 December Declaration relating to the Consolidated Financial Statements in accordance with Article 154-bis of Legislative Decree 58/ Independent Auditors Report 192 Fiera Milano SpA Financial Statements to 31 December 2011 Financial statements: - Fiera Milano SpA statement of financial position Fiera Milano SpA statement of comprehensive income Fiera Milano SpA statement of cash flows Fiera Milano SpA statement of changes in equity 199 Explanatory and supplementary notes to the financial statements: - Accounting standards Notes to the financial statements Attachments: 1. List of investments in subsidiaries and joint ventures for the financial year ended 31 December Summary of key figures of the last financial statements of subsidiaries and associates included in the area of consolidation (Article 2429 p. 4 of the Italian Civil Code) 271 Declaration relating to the Financial Statements in accordance with Article 154-bis of Legislative Decree 58/ Report of the Board of the Statutory Auditors 276 Independent Auditors Report 286 Resolutions passed by the Ordinary Shareholders Meeting 288

6 Notice of convocation of the Shareholders Meeting FIERA MILANO 2011 ANNUAL REPORT 6 Notice of convocation of the Shareholders Meeting FIERA MILANO SpA Registered offices in Milan, Piazzale Carlo Magno, 1 Operational and administrative headquarters in Rho (MI), Strada Statale del Sempione, 28 Share capital Euro 42,147, fully paid-up Milan Company Register, Tax code and VAT number Shareholders are invited to attend the Ordinary Shareholders Meeting to be held in the auditorium of the exhibition centre (Centro Servizi), Strada Statale del Sempione no. 28 in Rho (Milan) (reserved parking is available with entry from Porta Sud) in first convocation on 27 April 2012 at a.m. and, if required, in second convocation on 28 April 2012 at the same time and place, to deliberate and vote on the following Agenda 1. The Financial Statements to 31 December 2011, Board of Directors Management Report, the Report of the Board of Statutory Auditors; related deliberations and resolutions. 2. Appointment of the Board of Directors and its Chairman, following decisions regarding the number of Directors and the duration of their mandate; decision regarding the relative remuneration. Related deliberations and resolutions. 3. Appointment of the Board of Statutory Auditors and of its Chairman; decision regarding its relative remuneration. Related deliberations and resolutions. 4. Supplement to the remuneration of the audit company PricewaterhouseCoopers S.p.A. Related deliberations and resolutions. 5. Report on Remuneration. 6. Authority for the purchase and disposal of treasury shares, following prior retraction of the resolution approved by the Shareholders Meeting of 21 April 2011; related deliberations and resolutions. The issued and fully paid-up share capital is Euro 42,147, (forty-two million one hundred and fortyseven thousand four hundred and thirty-seven) made up of no. 42,147,437 (forty-two million one hundred and forty-seven thousand four hundred and thirty-seven) registered shares each of nominal value Euro 1.00 (one). The shares are indivisible and each carries one voting right except for treasury shares, held either directly or indirectly, which do not have this right. At today s date, the Company holds, directly and indirectly, no. 917,398 treasury shares, equal to 2.18% of the share capital.

7 FIERA MILANO 2011 ANNUAL REPORT Notice of convocation of the Shareholders Meeting 7 Shareholders who collectively represent at least one-fortieth of the Company s share capital may also request, in writing, additions to the agenda of the meeting within ten days of publication of this notice of the Shareholders Meeting, in accordance with Article 126-bis of Legislative Decree 58/1998 (the Consolidated Finance Act), by specifying in the request the additional topics they wish to discuss. Such a request must be sent by registered delivery, with proof of receipt, to the operational and administrative offices of the Company in Rho (Milan), Strada Statale del Sempione 28 (Investor Relations Department) or by to the address investor.relations@fieramilano.it. Within the same time limit and in the same way, a report on the proposed topic for discussion must be delivered to the Board of Directors of the Company. Requests for additions to the agenda are not allowed for topics that shareholders are asked to approve, in accordance with applicable law, upon proposal of the Directors or based on a plan or report prepared by the Directors. Legitimate attendance at the Shareholders Meeting and the exercise of the right to vote must be proved by a communication to the Company from an intermediary that agrees with the latter s accounting records on behalf of the person having the right to vote on the basis of evidence of possession of the shares at the end of the accounting day on the seventh trading day preceding the date set for the first convocation of the Shareholders Meeting (18/04/2012); credit or debit registrations to the share account after this time will not be considered for the legitimate exercise of the voting right at the Shareholders Meeting. Those who appear as shareholders of the Company after this date are not permitted to attend or vote in the Shareholders Meeting. The aforementioned communication from the intermediary must reach the Company by the end of the third stock market trading day prior to the date set for the first convocation of the Shareholders meeting (24/04/2012). Those persons whose communication arrives at the Company after this date, as long as it is before the start of business of the Shareholders Meeting that has been convened, may still legitimately attend and vote at the Meeting. Any person who may legitimately attend the Shareholders Meeting may be represented by a written proxy according to the provisions of enacted law if the person who may legitimately vote signs the proxy form available on request from the recognised intermediary or uses the form available on the website (in the section Investor Relations/Corporate Governance). Notification of the proxy may be made by sending the form to the operational and administrative headquarters of the Company in Rho (Milan), Strada Statale del Sempione, 28 (Investor Relations Department) or to the address investor.relations@fieramilano.it. Proxies attending the Shareholders Meeting on behalf of shareholders must demonstrate that they are the person delegated in the original notification of the proxy. The proxy may also be freely given, with instructions on how to vote, to the company Servizio Titoli SpA, which has been delegated for this purpose by the Company, in accordance with Article 135-undecies of Legislative Decree 58/1998 (the Consolidated Finance Act) by signing the proxy form available from 16/03/2012 on the website (in the section Investor Relations/Corporate Governance) on condition that the original is received by Servizio Titoli SpA at its registered office at via Lorenzo Mascheroni Milano, and by sending in advance by fax to a declaration that the proxy corresponds to the original notification or by sending it as an attachment to an to the address ufficiomilano@pecserviziotitoli.it, by the end of the second stock market trading day preceding the date of the first convocation of the Shareholders Meeting (25/04/2012). Proxies delegated in this manner may only be used for proposals where voting instructions have also been given. The proxy and the voting instructions may be retracted within the same time period above (25/04/2012). Shareholders may table questions regarding the subjects on the agenda before the Shareholders Meeting, in accordance with Article 127-ter of Legislative Decree 58/1998 (the Consolidated Finance Act), by sending the questions by registered delivery, with proof of receipt, to the operational and administrative offices of the

8 Notice of convocation of the Shareholders Meeting FIERA MILANO 2011 ANNUAL REPORT 8 Company (Investor Relations Department) or by to the address investor.relations@fieramilano.it. Answers will be given to questions received prior to the Shareholders Meeting at the latest during the Shareholders Meeting, with the Company having the authority to give a single response to questions on the same matter. Regarding item two on the agenda: it should be noted that under article 14 of the Company Articles of Association, the election of Directors is based on lists presented by shareholders who, separately or jointly with other shareholders have a combined holding of at least 2.5% of the Company share capital with voting rights in Ordinary Shareholders Meetings. Shareholders are invited to deposit their proposed nominees for Director at the registered office of the Company or, preferably, at the operational and administrative offices of the Company Rho (Milan), Strada Statale del Sempione 28, Centro Servizi, Office Reception desk, at least twentyfive days prior to the date fixed for the first convocation of the Shareholders Meeting (02/04/2012); the nominations must be accompanied by information regarding the identity of the shareholders presenting the list, the percentage of the Company shares they hold and certification given by authorised persons under the law attesting their legitimate ownership of the shares. The certifications attesting ownership of the shareholdings at the date on which the list is deposited may be provided at a later date as long as it is within twenty-one days prior to the date set for the first convocation of the Shareholders Meeting (therefore by 06/04/2012). The lists must also be accompanied, at least twenty-five days prior to the date set for the first convocation of the Shareholders Meeting (02/04/2012), by a detailed document giving personal and professional details of the candidates, a list of directorships and of management positions held by each person on the list in other companies (any changes to this information prior to the Shareholders Meeting must be promptly updated and communicated to the Company), a statement in which each candidate agrees to be a candidate and states that there is no reason that would make them ineligible or incompatible and that they meet the necessary requirements under enacted law to be appointed, including any declaration of independence of the Company given in accordance with the independence criteria under the Self-Regulatory Code. Regarding item three on the agenda: it should be noted that under article 20 of the Company Articles of Association, the appointment of the Statutory Auditors is based on lists presented by shareholders who, singly or together with other shareholders have a combined holding of at least 2.5% of the Company share capital with voting rights in Ordinary Shareholders Meetings. The lists, each made up of two sections, one for candidates for the office of standing statutory auditor and the other for candidates for the office of substitute statutory auditor must be deposited at the registered office of the Company or, preferably, at the operational and administrative offices of the Company Rho (Milan), Strada Statale del Sempione 28, Centro Servizi, Office Reception desk, at least twenty-five days prior to the date fixed for the first convocation of the Shareholders Meeting (02/04/2012), accompanied by information regarding the identity of the shareholders presenting the list, the percentage of the Company shares they hold and certification given by authorised persons under the law attesting their legitimate ownership of the shares. The certifications attesting ownership of the shareholdings at the date on which the list is deposited may be provided at a later date as long as it is within twenty-one days prior to the date set for the first convocation of the Shareholders Meeting (therefore by 06/04/2012). The lists must also be accompanied, at least twenty-five days prior to the date fixed for the first convocation of the Shareholders Meeting (02/04/2012), by a detailed document giving personal and professional details of the candidates, a list of administration and control positions held in other companies by each person on the list (any changes to this information prior to the Shareholders Meeting must be promptly updated and communicated to the Company), a statement in which each candidate agrees to be a candidate and states

9 FIERA MILANO 2011 ANNUAL REPORT Notice of convocation of the Shareholders Meeting 9 that there is no reason that would make them ineligible or incompatible and that they meet the necessary requirements to be appointed under enacted law and the articles of association. Furthermore, under article 144- sexies, paragraph 4, of the Listing Rules, shareholders other than those who separately or jointly have a controlling shareholding or a relative majority must deposit with the aforementioned documentation a statement declaring the absence of any relationships, as under Article 144-quinquies of the Listing Rules, with the latter. If, at the end of the twenty-fifth day preceding the Shareholders Meeting (02/04/2012), only one list of candidates for the Board of Statutory Auditors or only lists presented by shareholders who, under Article 144- sexies, paragraph 4 of the Listing Rules, are related parties as under Article 144-quinquies of the same Listing Rules, then lists may be presented up to the third day following that date (05/04/2012) and the shareholding in the Company required to present a list is halved (to 1.25% of the share capital). Each candidate may appear in only one list and candidates already holding the office of statutory auditor in five other listed companies may not be included. It should be noted that in accordance with law and Article 20.2 of the Company Articles of Association the Chairman of the Board of Statutory Auditors is the first candidate on the second of the lists obtaining the highest number of votes in the Shareholders Meeting. Lastly, it should be noted that the current Self- Regulatory Code for listed companies requires that three persons are chosen that are considered independent also according to the criteria of independence under Article 3 of the Self-Regulatory Code that refers to directors. Documentation relating to matters on the agenda as required by enacted law will be deposited at the registered office of the Company and at the operational and administrative headquarters in Rho (Milan), Strada Statale del Sempione 28, Centro Servizi, Office Reception desk, and at Borsa Italiana and on the Company website (in the section Investor Relations/ Corporate Governance) and, as required, will be available to Shareholders and to the public. Shareholders can obtain copies of all the aforementioned documentation. Rho (Milan), 12 March 2012 Chairman of the Board of Directors Michele Perini (notice published in the Italian daily newspaper Italia Oggi on 17 March 2012)

10 Letter to Shareholders FIERA MILANO 2011 ANNUAL REPORT 10 Letter to Shareholders Dear Shareholders, Your Company had excellent results in 2011 and it was significant that these were achieved in a year that continued to be affected by the critical economic situation both on the domestic front and in Europe. The gross operating profit exceeded the forecasts given to the market; there was a significant reduction in net debt that strengthened our financial position and has given us flexibility for future investments in growth; there was also a good performance from the main directly owned exhibitions, such as Macef and Host, which were repositioned and relaunched. In 2011 the forecast effects of the wide-ranging Group restructuring were fully evident. Implemented by management over the last three years, this restructuring concluded with the creation at the heart of Fiera Milano SpA of a media company that will improve the expertise achieved in the various segments of both traditional and digital corporate communication. This complex restructuring, which also entailed reducing the number of subsidiaries in Italy to three, has generated considerable cost savings, achieved greater organisational efficiency, more effective governance and strategic direction and an improved alignment of the profile of the Company with the competences demanded by the market. At the end of its three year mandate, this Board of Directors leaves a revitalised Fiera Milano capable of responding with confidence to the most exacting market demands a Fiera Milano that is leaner, more competitive, decisive and effective. The most positive aspect of 2011 was the acceleration in the internationalisation process. Fiera Milano Group concluded the acquisition of the major exhibition operator, Cipa FM, in Brazil and opened subsidiaries in India and Russia in response to the growth in these two markets. The increasingly obvious transfer of the fulcrum of the world economy to Eastern Europe, Asia and South America has validated the choice to accelerate the Group internationalisation. This already contributed as the results for 2011 show, in particular as regards the exhibitions staged in China almost 17% of consolidated gross operating profit. The positive trend in results briefly summarised above permits us to propose to the Shareholders Meeting that we return to a dividend distribution for 2011 following two years of no dividend. The satisfaction in the results achieved, however, does not impede an impartial judgement of the current economic climate. This could well have an impact on the exhibitions held in Italy whilst those organised abroad should continue to perform well. Fiera Milano will continue to concentrate on Group internationalisation and on strengthening the portfolio of exhibitions but can now operate with a more efficient structure, the result of the incisive rationalisation measures taken in the last three years. Chairman Michele Perini Chief Executive Officer Enrico Pazzali

11 FIERA MILANO 2011 ANNUAL REPORT Corporate bodies and Independent Auditor 11 Corporate bodies and Independent Auditor BOARD OF DIRECTORS Michele Perini Attilio Fontana Renato Borghi Enrico Pazzali Roberto Baitieri Pier Andrea Chevallard Fiorenzo Dalu Giampietro Omati Romeo Robiglio Chairman Deputy Vice-Chairman* Vice Chairman* Chief Executive Officer Director* Director* Director Director* Director* *Independent director under the Self-Regulatory Code of the Italian stock exchage. Independent director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February INTERNAL CONTROL COMMITTEE Renato Borghi Roberto Baitieri Fiorenzo Dalu BOARD OF STATUTORY AUDITORS Damiano Zazzeron Alfredo Mariotti Stefano Mercorio Antonio Guastoni Pietro Pensato REMUNERATION COMMITTEE Attilio Fontana Giampietro Omati Romeo Robiglio SUPERVISORY BOARD (Leg. Dec. 231/01) Michele Perini Pier Andrea Chevallard Chairman Statutory auditor Statutory auditor Substitute auditor Substitute auditor Ugo Lecis Andrea Pizzoli MANAGER RESPONSIBLE FOR PREPARING THE COMPANY S FINANCIAL STATEMENTS (LAW 262/2005) Flaminio Oggioni The mandates of the Board of Directors and the Board of Statutory Auditors expire with the Shareholders Meeting to approve the Financial Statements to 31 December The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Company, excluding only those which by law are the preserve of the Shareholders Meeting. The Chairman, in addition to legally representing the Company and performing the duties as provided by law and by the Company s articles of association, also, in conjunction with the Chief Executive Officer, has the following responsibilities: relations with shareholders, national and international institutional relations, internationalisation of the Company activity, innovative strategic initiative, verification that the actions approved by the Board of Directors are implemented and the supervision of the internal audit. The Chief Executive Officer has been given ordinary and extraordinary administrative powers, except for those relating to certain specific matters that include the acquisition or disposal of investments, obtaining loans that exceed 30% of the Company s shareholder equity, the stipulation of contracts for assets, excluding leases for the conduct of Company business of less than six years duration, approval of the budget for the year, and the giving of guarantees to third parties. Independent Auditor PricewaterhouseCoopers SpA The mandate, given by the Shareholders Meeting of 28 October 2005 and modified by the Shareholders Meeting of 10 January 2007 following the change in the accounting year-end of the Company, and extended for a further six financial years by the Shareholders Meeting of 27 April 2007, is for the financial year to 30 June 2006 and the financial years ending 31 December

12 Group structure FIERA MILANO 2011 ANNUAL REPORT 12 Group structure The Fiera Milano Group is involved in all the normal phases of the exhibition and congress sector and is one of the leading European integrated companies. The new strategic direction, the corporate reorganisation and rationalisation of Fiera Milano Group, and the expansion in international markets has resulted in changes to the internal organisational structure and to the valuation and corporate reporting system. Therefore under the current management approach, the operating segments have been redefined as follows: - Italian Exhibitions: this segment covers all activities for the organisation and hosting of exhibitions and other events in Italy through the use, promotion and offer of furnished exhibition spaces, of project support, and of ancillary services. Specifically this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors): - that are directly organised by the Group or in partnership with third-parties; - organised by third parties, through the hiring out of spaces and services. These activities are carried out by the Parent Company Fiera Milano SpA, by TL.TI Expo SpA and by Milan International Exhibitions Srl, a company with its registered office in Rho that was established on 1 December 2011 by the Parent Company and the Milan Chamber of Commerce for Industry, Crafts and Agriculture (hereinafter the Chamber of Commerce, which holds 80%) through Parcam Srl. - Foreign Exhibitions: this segment covers all activities for the organisation of exhibitions and other events abroad through the use, promotion and offer of furnished exhibition spaces, of project support, and of ancillary services. Specifically this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors) that are directly organised by the Group or in partnership with thirdparties. These activities are carried out by: - Hannover Milano Global Germany GmbH, a joint venture with Deutsche Messe AG of Hannover, which operates in China through two subsidiaries, Hannover Milano Fairs Shanghai Co Ltd and Hannover Milano Fairs China Ltd, and in India through Hannover Milano Fairs India Pvt Ltd; - Cipa FM Publicações e Eventos Ltda (hereinafter Cipa FM ), a well-known exhibition organiser in the Brazilian market, following finalisation of the acquisition of 75% of the share capital on 27 January 2011 by the Brazilian subsidiary Eurofairs International Consultoria e Participações Ltda (hereinafter Eurofairs ) with a registered office in Sao Paulo; - Fiera Milano India Private Ltd, with a registered office in New Delhi, established on 24 March 2011 and operational since July 2011; - OOO Fiera Milano, with a registered office in Moscow, established on 30 March 2011 and operational since July Stand-fitting services: this segment covers the activities of Nolostand SpA stand-fitting services, technical services and all exhibition site services for exhibitions and congresses. - Media: this segment covers the production of content and supply of on line and off line publishing services, as well those associated with the organisation of events and congresses.

13 FIERA MILANO 2011 ANNUAL REPORT Group structure 13 This segment includes the following sectors: - publishing and digital services; - events and training. From 1 November 2011, these sectors have been headed by Fiera Milano Media SpA, formerly Fiera Milano Editore SpA, following the merger by incorporation of Business International SpA and Expopage SpA. - Congresses: this segment covers the management of congresses and events by Fiera Milano Congressi SpA. The table on the following page shows the Fiera Milano Group structure divided into business segments at 31 December Attachment 1 on page 188 gives a list of all the companies included in the consolidation area. GROUP STRUCTURE ITALIAN EXHIBITIONS FOREIGN EXHIBITIONS STAND-FITTING SERVICES MEDIA CONGRESSES 99.98% 0.02% 100% 100% 100% 75% 88.31% 20% 99.99% 100% 49% Hannover Milano Global Germany 100% Hannover Milano Fairs Shanghai Hannover Milano Fairs China 99.99% Hannover Milano Fairs India

14 Fiera Milano on the stock market FIERA MILANO 2011 ANNUAL REPORT 14 Fiera Milano on the stock market On 12 December 2002, the ordinary shares of Fiera Milano SpA were listed on the STAR segment of the Borsa Italiana SpA regulated market. The STAR segment is the segment of the Italian stock market for the shares of companies with a market capitalisation of between Euro 40 million and Euro 1 billion issued by companies who undertake to meet particular requirements for corporate governance and corporate information. The graph below shows the Fiera Milano share performance in 2011, relative to the FTSE Italia All-Share e FTSE Italia STAR indices. FIERA MILANO STOCK PERFORMANCE AND PERFORMANCE OF MAIN INDEXES ((basis 03/01/2011= 100) Fiera Milano FTSE Italia STAR FTSE Italia All-Share /01/ /02/ /03/ /04/ /05/ /06/ /07/ /08/ /09/ /10/ /11/ /12/2011 STOCK PRICES AND MARKET CAPITALISATION From 03/01/2011 to 30/12/2011 Per-share prices (euro) Market capitalisation (million of euro) as at 03/01/11 maximum minimum as at 30/12/11 as at 03/01/11 maximum minimum as at 30/12/11 Fiera Milano

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18 Management report FIERA MILANO 2011 ANNUAL REPORT 18 Summary of results and significant events during the year The 2011 financial year confirms the significant progress made by the Fiera Milano Group in terms of results and growth both in Italy and abroad. The visible increases in the gross operating profit and net profit reflect this progress compared to the previous year. The gross operating profit rose by 51% compared to the 2010 financial year due to the Group expansion and strengthening of its position abroad and the positive performance of some important exhibitions. The completion of the restructuring, which reduced the number of companies and centralised strategic services in one entity, has given the Group the chance to concentrate on internationalisation and developing its product and services portfolio. The effect of the different exhibition calendar and the increased demand for space for some exhibitions gave an increase of over 7% in square metres of exhibition space occupied both in Italy and abroad. Outside Italy, the acquisition of Cipa FM in Brazil and the strong results of the exhibitions held in China resulted in the Group organising thirty-three exhibitions abroad in 2011 (almost double the figure for 2010) that contributed 17% of consolidated gross operating profit. In Italy, it is worth highlighting the good performance of the directly organised exhibitions, in particular the biennial exhibitions held in uneven-numbered years, Host and Tuttofood, and the two annual editions of Macef which had an increase in exhibition space occupied and in the number of international exhibitors and visitors. The portfolio was also significantly enriched by the launch of fifteen new exhibitions (of which five abroad). MiCo Milano Congressi, the largest congress centre in Europe, which was inaugurated in May 2011 and can accommodate 18,000 delegates, was a positive contributor to both Group revenues and gross operating profit as it hosted several important international congresses during the financial period under review. The relaunch of the exhibition business was also given crucial support from the third and final tranche of the anti-crisis fund from the controlling shareholder Fondazione Fiera Milano. The table on the following page gives the key Group income statement and balance sheet figures. When reading these figures it should be remembered that the exhibition business has seasonality for the presence of exhibitions that have a multi-annual frequency. This phenomenon makes a comparison between financial years more difficult. Given the total amount of the equity and income items, the Group considers the amount of Euro 2 million to be the significant level that requires separate disclosure of non-recurring and atypical and/or unusual transactions in the accounts. It should be noted that there were no atypical and/or unusual transactions during the financial year. For significant events and non-recurring transactions and for details and information on related-party transactions, please refer to the Explanatory and Supplementary Notes to the Accounts.

19 FIERA MILANO 2011 ANNUAL REPORT Management report 19 FIERA MILANO GROUP - SUMMARY OF KEY FIGURES (Amounts in 000) Full Year Full Year Full Year at 31/12/11 at 31/12/10 at 31/12/09 Revenues from sales and services 278, , ,146 Gross operating result 30,917 20,430 20,392 Net operating result (EBIT) 15,518 2,336-2,445 Net Profit/(loss) (continuing operations) 5,149 2,074-3,663 Net Profit/(loss) (discontinued operations) Net profit/(loss) 5,149 2,074-3,663 - attributable to the Shareholders of the controlling entity 4,927 2,192-3,363 - attributable to Non-controlling interests Cash flow for the Group and Non-controlling interests (a) 20,548 20,168 19,174 Net capital employed (b) 122, , ,459 covered by: Equity attributable to the Group 68,210 63,924 61,437 Equity attributable to Non-controlling interests 2, ,134 Net financial debt/(cash) 52,220 84,227 62,888 Investments (continuing operations and discontinued operations) 33,234 6,704 10,633 Employees (no. of permanent employees at year end) (a) Cash flow is represented by the sum of the result for the financial year, depreciation and amortisation and provisions. (b) Net capital employed is represented by the sum of non current assets, non current liabilities and net working capital. Continuation of the Group internationalisation process The internationalisation of the Group continued with the conclusion of the acquisition of 75% of Cipa FM on 27 January 2011 for a total consideration of million Brazilian reals (Euro million 1 ), of which million Brazilian reals (Euro million) payable immediately. The remaining million Brazilian reals (Euro million) will be paid over three years on the attainment of gross operating profit targets for 2011, 2012 and The average expected gross operating profit for this period is 6.8 million Brazilian reals (ca. Euro 3 million). Should the gross operating profit not reach the target, the residual amount to be paid will be proportionally reduced. On 24 March 2011, the Parent Company established Fiera Milano India Private Ltd with a registered office in New Delhi, completing the share capital payment of Euro million, equivalent to a shareholding of 99.99%, on 27 September On 30 March 2011, it established OOO Fiera Milano, with a registered office in Moscow, completing the share capital payment of Euro million, equivalent to a shareholding of 100%, on 7 July These companies will launch both proprietary exhibitions and exhibitions organised in conjunction with leading local operators. 1 All figures in Euro have been translated using the exchange rate at 27 January 2011 (BRL/EUR = )

20 Management report FIERA MILANO 2011 ANNUAL REPORT 20 Lastly, on 1 December 2011, Fiera Milano SpA and the Milan Chamber of Commerce, through Parcam Srl, established the joint venture Milan International Exhibitions Srl. The shareholding of the Parent Company in Milan International Exhibitions Srl is 20% and the company, with a registered office in Rho, will carry out promotional marketing for the Fiera Milano Group outside Italy with the aim of increasing the presence of international exhibitors in Italy. Reorganisation and rationalisation of the Company structure The Group continued the corporate restructuring begun in 2009, which was aimed at obtaining greater efficiency in the management of organisational processes, strengthening and relaunching the exhibition portfolio and consolidating and centralising strategic services. The following transactions were carried out in the financial period under review. On 24 February 2011, the extraordinary shareholders meeting of Fiera Food System SpA approved the liquidation of the company. This was a consequence of the consensual resolution of the leasing contract on the catering business division between Fiera Food System SpA and Fiera Milano SpA on 1 December 2010 and which was effective from 1 January On 24 June 2011, the Shareholders Meeting of the company approved the liquidation financial statements and the plan for the division of assets. On 20 May 2011, the deed of merger by incorporation of the 100% owned subsidiary Rassegne SpA into its parent company Fiera Milano SpA was finalised. This followed the approval of the Board of Directors at its meeting on 21 January The merger decision was taken by the Board of Directors under the provisions of Article 2505 of the Italian Civil Code and Article 17 of the Fiera Milano SpA articles of association. The merger, which had legal effect from 1 June 2011 and accounting and tax effect from 1 January 2011, had no equity, economic or financial impact on the consolidated financial statements of the Fiera Milano Group, nor did it involve any share exchange as the company being incorporated was already 100% owned by Fiera Milano SpA. The transaction was done mainly to develop the business, to rationalise the governance and decision processes and to achieve greater operating efficiency. On 19 May 2011, as part of this transaction, the sale of a minority stake of 0.02% of the share capital of Eurofairs, held by Rassegne SpA, to Nolostand SpA was finalised. On 24 June 2011, the Parent Company Board of Directors approved the merger by incorporation of the 100% owned subsidiaries Expopage SpA and Business International SpA into Fiera Milano Editore SpA (now renamed Fiera Milano Media SpA). On 19 October 2011, the merger deed was signed, with legal effect from 1 November This transaction resulted in the integration of all services linked to specialist publications, advertising, internet services, professional refresher courses and management training and also simplified the Group holdings with a consequent rationalisation of structures and an increased management efficiency of these structures. On 19 May 2011, as part of this transaction, the sale of Business International SpA by Fiera Milano Congressi SpA to Fiera Milano SpA was finalised. On 26 July 2011, effective from 1 August 2011, the business division of the subsidiary Expopage SpA that manages the Information Communication Technology of the Fiera Milano Group was sold to the Parent Company for a consideration of Euro million.

21 FIERA MILANO 2011 ANNUAL REPORT Management report 21 The rationalisation of Group costs was completed in 2011 and resulted in an increase in operating costs compared to 2010 that was lower than the increase in revenues. This was also due to the change in the area of consolidation following the acquisition of Cipa FM and the trend in personnel expenses, which rose due to the redundancy incentives of Euro million paid by the Parent Company. In fact, on 15 July 2011, the Parent Company started the personnel mobility procedure under Articles 4 and 24 of Law 223 of Following meetings held in July, August and September, the number of excess personnel fell from sixtytwo to forty-nine. On 27 September 2011, the administrative phase of the procedure was concluded with the signature of the agreement with the Trade Unions governing internal and external relocation of twenty-four personnel and redundancy of the remaining persons on the criteria of no opposition, with effect from 1 November Following the consensual resolution of the employment contract and the relocation of persons inside the Group and outside with third-party companies, the number of excess personnel was thirty-three. Under the provisions of the agreement these persons were compulsorily made redundant effective from 1 November New initiatives and actions taken to optimise the events portfolio In 2011 fifteen new exhibitions were launched for a total of 76,915 square metres of space occupied, of which 66,300 square metres in Italy (in particular, Macef-Abitami with 34,775 square metres) and 10,615 square metres abroad (the most important exhibition was Truck World occupying 7,980 square metres). The exhibition site at Rho also hosted a series of important concerts thereby growing the activities of the Group during the summer period. Implementation of important anti-crisis initiatives in support of the business The Group continued its initiatives to support the business and incentivise the presence of exhibitors and, in particular, to increase exhibitor loyalty. On 27 April 2011, an agreement was signed with Fondazione Fiera Milano for its share of the anti-crisis initiatives for This agreement laid out the timing and use of the third and final tranche of the support plan originally agreed in March 2009, which set aside a sum of Euro 40 million to be spread over the three years , of which Euro 10 million in On 24 October 2011 this agreement was supplemented by Euro million. This support therefore totalled Euro million in 2011 compared to Euro million in In addition to the important initiatives described above, in September 2011 the Parent Company started an important share buyback programme using the authority given by the Ordinary Shareholders Meeting of 21 April By implementing the share buyback, Fiera Milano SpA wanted to stabilise movements in the share price and, at the same time, demonstrate to the market its faith in the Group. At 31 December 2011, 67,900 treasury shares had been acquired at an average price of Euro 3.74 per share. The Group, due to the nature of its business, in the financial year under review did not incur costs or investments that typically fall within the category of research & development.

22 Management report FIERA MILANO 2011 ANNUAL REPORT 22 Macroeconomic and reference sector background Macroeconomic trends The improvement in the world economy in 2010 did not continue in 2011 when it actually weakened, particularly in the last part of the year. The apparently vigorous growth in emerging markets in the first part of the year, together with a recovery in mature markets, was undermined by international financial turbulence (sovereign debt concerns and uncertainty regarding the US public accounts). The real economy in the OECD countries slowed significantly in 2011 to +1.8% compared to +3.1% in The GDP (Gross Domestic Product) of the more economically mature countries grew just 0.1% in the fourth quarter of 2011 compared to +0.6% in the third quarter. Global commerce also slowed in the fourth quarter of Spreads between Italian 10-year government bonds and those of Germany, having peaked in November 2011 and fallen considerably at the start of December, started to increase again as fears grew regarding the systemic nature of the crisis. Spreads on short-term maturities have considerably decreased in recent weeks following the start of the ECB (European Central Bank) three-year financing programme. GDP TRENDS IN THE MAIN GEOGRAPHICAL AREAS Italy Germany France Eurozone USA Japan GDP change -% Source: Consensus Forecast February 2012 In 2011, Italy had a slight year-on-year increase in GDP of 0.4%. The weakness in internal demand has been confirmed by the most recent indicators and by business opinion. There are worries concerning increased costs of financing for companies as a result of the world economic scenario and the parameters imposed on the banking system by the monetary authorities. Overall, according to

23 FIERA MILANO 2011 ANNUAL REPORT Management report 23 the Bank of Italy 2, 2012 GDP in Italy is likely to decline by 1.5% on average while a return to economic growth is unlikely before Growth incentives, currently being drawn up by the Government, if well planned and rapidly implemented, could stimulate the potential for growth and positively influence market expectations and the expenditure plans of families and businesses as early as 2012 as well as in later years. The same trend could be given impetus by European Community policies, both those for financial stability and those for encouraging economic growth. In the current, still highly fragile, scenario inflationary tendencies have diminished as costs fall and demand is weak. The slowdown in international commerce remains worrying as exports represent the only way of standing still or growing for many of the made in Italy manufacturing sectors. Furthermore, the public finance budgetary actions, albeit indispensible to avoid even worse effects on the economy and financial stability, are also stifling domestic demand. The competitive level of Italian business has improved slightly due to the weakening of the Euro. The improvement in employment that began in the last quarter of 2010 came to a halt in the final months of 2011: in October and November, employment declined and the unemployment figures rose, reaching 30.1% among young people. According to the Confindustria Research Centre, in 2012, there is a risk of strong restructuring in the manufacturing sector, particularly in those segments where activity levels are furthest from pre-crisis peaks (transport, textiles, electrical equipment, and wood). The scenario also appears to be deteriorating in Germany, as confirmed by the drastic fall in industrial production in December. According to figures from the German Ministry for the Economy, the index had a fall of 2.9% month-onmonth whereas economists had been expecting an increase of 0.2%. It was the sharpest fall since January The sector that experienced the greatest decline was the construction sector (-6.4%), whilst the manufacturing sector fell 2.7%. However, the Minister for the Economy in Berlin pointed to the fact that the economic figures available appear to indicate that the current weakness is a passing phase as orders stabilise and confidence grows. In 2011 almost all Italian manufacturing segments, which represent the main source of demand for exhibitions of the Fiera Milano Group, showed an increase in revenues compared to the average for Exceptions to this were the sectors most closely linked to house and home (furniture, construction products and white goods), which were the most heavily penalised by the serious crisis in the real estate cycle worldwide 3. 2 Should the yield on government bonds remain unchanged for a two year period from the beginning of January Prometeia, Intesa San Paolo; The industrial sectors; January 2012

24 Management report FIERA MILANO 2011 ANNUAL REPORT 24 REVENUES BY MANUFACTURING SECTOR (% change Jan-Nov 2011, unadjusted data) Manufacturing Metallurgy Chemicals Electrical engineering Metal products Fashion Mechanical engineering Food & Beverage Other intermediates Autos & motorcycles Pharmaceuticals Consumer products Electronics Construction products White goods Furniture Source: Fiera Milano using ISTAT data There was some reassurance from exports and from the figures of individual Italian districts. According to figures published by the Federazione dei Distretti, export growth for some local production sectors has actually been double-digit: in the first nine months of 2011, exports reached Euro 51.5 billion, up 11.5% compared to the same period of the preceding year. This is highly positive given the flat performance in industrial production. Apart from the trend in exports, the figures from the Italian districts were variable and penalised by weak internal demand both in consumption, which according to Confcommercio fell 0.4% on average in 2011, and in investments. Among the 101 Italian manufacturing districts monitored, that for packaging machinery stands out with exports of Euro 1.4 billion, up 18% compared to the preceding year. There were also important results from the engineering sector of the Treviso region, which had exports slightly above Euro 1.0 billion and registered the strongest growth of all the districts, +62.6%, with sales to China up 665% and to Taiwan up 400% between 2008 and Lastly, the Florentine leather business also had excellent results with exports of Euro 1.1 billion (+34.2% compared to 2010) due to orders from the famous brands that have once again started to manufacture their designer collections in that area. The exhibition sector The most recent estimates from the most important international sector associations 4 indicate that over 30,000 exhibitions are being held worldwide and this equates to 103,000,000 net square metres of rented exhibition space. Europe, with just under 50,000,000 square metres of space accounts for 47% of the total, followed by the United States (26%) while the Asia-Pacific region with just over 20,000,000 square metres accounts for 20% of the market. The Middle East, Africa and South America, covering less than 5,000,000 square metres account for the remaining worldwide exhibition space. Direct exhibitors are estimated to be just below three million while visitors are estimated to be 260,000,000. A comparison with 2008 data shows a contraction of 4 UFI The Global Association of the Exhibition Industry, 2010 data

25 FIERA MILANO 2011 ANNUAL REPORT Management report 25 6% in space rented out (from 109,000,000 to 103,000,000 square metres) and a change in the geographical distribution by continent: the European market share has moved from 49% to 47% whilst the share of the Asia-Pacific region has risen by 2% (from 18% to 20%); however, it is worth highlighting that the space occupied in Europe remains more than double that in Asia and, although it has declined, Europe remains the market leader. THE GLOBAL EXHIBITION SECTOR ESTIMATES 30,700 exhibitions per year million net sqm rented 2.8 million direct exhibiting companies million visitors 47.7 million sqm rented (47%) 26.3 million sqm rented (26%) 4.4 million sqm rented (4%) 20.6 million sqm rented (20%) 1 million sqm rented (1%) 2.5 million sqm rented (2%) Moving to an analysis of the leading international companies in this market 5, Reed Exhibitions (hereinafter Reed) dominates the top ten exhibition companies, followed by GL Events and Viparis/Comexposium, the result of the merger of the exhibition space management and exhibition organisation activity of the Paris Chamber of Commerce and Unibail-Rodamco. A comparison of the 2009 and 2010 data reveals certain significant facts: the top companies continue to grow and the entry barrier to the top ten group of companies has risen compared to 2009; Reed, the market leader, continues to grow but its leadership was less consolidated than in 2009 as the revenues of GL Events grew significantly largely due to the positive results of its events division, which benefited from important contracts for large sporting events such as the football World Cup and the Commonwealth Games. The entry of Pico Far East Holdings into the top ten companies, with its exhibition centre in Asia rather than Europe, is also significant. 5 Leading Exhibition Companies of the World, KME Research, 2011

26 Management report FIERA MILANO 2011 ANNUAL REPORT 26 THE LEADING COMPANIES IN THE EXHIBITION SECTOR: COMPARISON OF 2009 AND 2010 REVENUES Revenues 2009 Mio. euro Revenues 2010 Reed Exhibition (GB) Reed Exhibition (GB) Mio. euro GL Events (F) GL Events (F) Viparis + Comexposium (F) Viparis + Comexposium (F) Messe Frankfurt (Ger) Messe Frankfurt (Ger) UBM (GB) UBM (GB) Fiera Milano Messe Düsseldorf (Ger) Messe Düsseldorf (Ger) Messe München (Ger) Koelnmesse (D) Pico Far East Holdings Ltd (HK) Deutsche Messe (Ger) MCH Group (CH) Messe München (Ger) Fiera Milano (I) Source: JWC, 2010 and KME Research, 2011 Initial data from the 2011 financial statements of the top companies is positive: Reed ended 2011 with an increase in revenues and launched forty-three new exhibitions, most of which were in high-growth sectors and in emerging markets. UBM continued disposing of non-strategic assets at the same time as continuing its programme of acquisitions started in 2010 with, among others, the important acquisition of Canon Communications in the United States. The exhibition centres in Germany also had positive results and increased revenues, as did GL Events, which managed to consolidate the strong growth registered in data for the main European countries indicate contrasting trends: space rented out for international exhibitions in Germany increased year-on-year but was lower than the figure for 2008, an even-numbered year that makes the figures more comparable given the different exhibition calendar. In Italy, international exhibitions in 2010 performed slightly worse than in 2009 on almost all indicators including a 2% drop in space rented out. The positive cyclicality of biennial events held in even-numbered years almost entirely compensated for the decline in annual events. The circumstances that caused a fall in the figures in France and Spain continued. Preliminary 2011 figures show a year-on-year decline in all the countries analysed: in Germany there was a decline compared to 2010 as the latter was a strong year for important multiannual exhibitions but figures were higher than in 2009 when there was a sharp decrease. CERMES data indicates that, in 2011, Italy had a slight fall in exhibition space rented out although the number of exhibitors remained stable, which indicates a decline in budgets available for exhibitions. However, there are encouraging signs from across the Atlantic: the CEIR (Center for Exhibition Industry Research) Index Report shows a 2.7% year-on-year increase in the exhibition sector in 2011 with a positive trend in the fourth quarter (+3.8%); the exhibition sector grew at a faster rate than GDP in three out of the four 2011 quarters and also in full-year 2011.

27 FIERA MILANO 2011 ANNUAL REPORT Management report 27 SQ. METRES RENTED OUT IN INTERNATIONAL EXHIBITIONS 8,000,000 Italy Germany France Spain 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000, Source: Studi e Strategie Fondazione Fiera Milano using CERMES, AUMA, AFE, OJS, JWC. Estimated data for 2011 The congress sector Preliminary data for the segment of itinerant international congresses monitored by ICCA (the International Congress and Convention Association) show little significant variations in the overall number of congresses and delegates. An analysis of the trend in the major European countries shows some differences: Italy s share of the number of congresses hosted declined although it became the leading European country (second in the world after the United States) for the number of delegates. The contrary was true for Germany, which had an increase in congresses hosted but a decline in delegates, whilst Spain recouped the position it lost in 2009 and grew in terms of both congresses hosted and delegates. Lastly, France had a decline in both figures witnessed the launch of new congresses, spin-offs of larger congresses, and editions of established congresses replicated in new geographic regions or organised by new associations. The ICCA figures confirm this trend: for the first time in the last decade smaller congresses (up to 149 delegates) were more numerous than those of other sizes. As yet, 2011 data is unavailable but, according to FutureWatch , which analyses market trends in association meetings and corporate events through a survey of 459 sector experts worldwide, 58% of those interviewed expected an increases in the number of meetings, 37% expected numbers to remain stable and only 5% expected a decline in the number in INCON, a partnership between the leading PCO (Professional Conference Organizers) and DMC (Destination Management Companies), also confirms the positive trend in the association segment: according to 62% of those interviewed, in 2011 there was an improvement compared to 2010 and only 12% said that the trend was negative 7. 6 MPI, FutureWatch 2011; January Rob Davidson, EIBTM 2011 Industry Trends and Market Share Report

28 Management report FIERA MILANO 2011 ANNUAL REPORT 28 NO. OF PARTICIPANTS AT ITINERANT CONGRESSES 500,000 Italy Spain Germany France 450, , , , , , , ,000 50, The outlook For the first time in eighteen months, the UFI Global Exhibition Barometer 8, a six-monthly survey of UFI and SISO (Society of Independent Show Organizers) associates, indicates that the majority of those surveyed in all geographic regions consider their activity to have been impacted by the economic crisis. Furthermore, estimates for when this impact will cease have been pushed further out compared to the answers given in earlier surveys: in the June 2011 survey, 63% of those interviewed expected a recovery in 2012 and only 15% believed that this would be delayed until The December 2011 survey showed that those who believed the recovery would only start in 2013 had risen to 46% and only 27% believed that there would be a recovery in Forecasts for revenues also indicated a flattening out of the positive trends indicated in the June 2011 survey: the percentage of those who believed there would be a year-on-year increase in 2012 revenues fell in all geographic regions, although responses in Asia-Pacific and the United States were on average higher than Europe where only 50% of those surveyed reported that revenues had risen. In terms of profits, less than 50% of the companies reported a year-on-year increase of above 10% except in Asia where the majority of those surveyed indicated that profits had risen above 10%. The factors that will have a major impact on the exhibition sector in the immediate future are both exogenous (the health of national/regional economies and global economic uncertainty) and endogenous (local/national competition within the exhibition sector and internal management challenges). The uncertain environment, borne out by worldwide forecasts, appears to contrast with the positive 2011 financial results of the major companies. However, in reality, this trend confirms the analysis made of the leading companies worldwide 9 : whilst the forty leading companies had a 1% decrease in revenues, the top ten companies actually had growth in revenues (+1.2%) whilst the others had a decline of 3.6%. Therefore, the largest companies in the sector have consolidated their position benefiting from the know-how accumulated, 8 UFI, Global Exhibition Barometer, January Jochen Witt Global Industry Review , UFI Congress 2011

29 FIERA MILANO 2011 ANNUAL REPORT Management report 29 replicating successful exhibitions in new markets and growing both through the acquisition of companies with specific competences in certain geographic markets or in product segments. According to the Monitor sugli eventi in Italia 10, which analyses trends in association and corporate events both B2B (Business to Business) and B2C (Business to Consumer), 69% of those who did not invest in events in the previous year will again start to invest between the end of 2011 and autumn of Those who continued investing throughout the crisis period will confirm this course of action: 45% will increase the size of their investment, 28% will keep it unchanged and only 2% will reduce it. Fiera Milano Group and Expo 2015 As part of the memorandum of understanding signed by Fiera Milano SpA and the company Expo 2015 SpA (hereinafter Expo) on 24 September 2010, certain activities on behalf of Expo were initiated in 2011; these were mainly administrative and support studies for more detailed agreements on the areas of possible collaboration. Expo has also made several requests under the memorandum of understanding, regarding logistic needs linked to preparations for the event. The technical meetings contained in the memorandum of understanding, specifically those linked to infrastructure, interference risk assessment and logistics for holding the event, have already started both with a view to collaboration but also to ensuring the continuity of Fiera Milano SpA activities during the event. 10 Settimo Monitor sugli Eventi in Italia, October 2011, Astra Ricerche for ADC Group

30 Management report FIERA MILANO 2011 ANNUAL REPORT 30 Economic and financial performance in the year ended 31 December 2011 Economic performance The Consolidated Income Statement is shown below. CONSOLIDATED INCOME STATEMENT (Amounts in 000) % % % Revenues from sales and services 278, , , Cost of materials 2, , , Cost of services 138, , , Costs for use of 3rd-party assets 59, , , Personnel expenses 53, , , Other operating expenses 6, , , Total operating costs 260, , , Other income 13, , , Gross operating result 30, , , Depreciation and amortisation 14, , , Allowance for doubtful accounts and other provisions 1, , , Adjustments to asset values , Net operating result (EBIT) 15, , , Financial income/(expenses) -2, , , Profit/(loss) of equity-accounted companies Profit/(loss) before income tax 12, , Income tax 7, , Profit/(loss) from continuing operations 5, , , Profit/(loss) from discontinued operations Profit/(loss): 5, , , attributable to the Shareholders of the controlling entity 4, , , attributable to Non-controlling interests Cash flow for the Group and Non-controlling interests 20, , , Revenues from sales and services were Euro million, an increase of Euro million compared to the figure for the 2010 financial year. The improvement was mainly due to the different exhibition calendar as, in 2011, the directly organised biennial exhibitions held in uneven-numbered years, Host and Tuttofood, had generated higher revenues than the biennial exhibitions held in 2010, an even-numbered year, when the exhibitions were mainly hosted (the main one being Mostra Convegno Expocomfort). Annual exhibitions also performed well, particularly Macef due to the show-workshop section on living (Macef- AbitaMi), and Made Expo. There was also a significant increase in the contribution from foreign exhibitions following the acquisition of Cipa FM in Brazil and the strong performance of the exhibitions held in China, in particular Chinafloor Domotex Shanghai, Motor Show and PTC Asia Shanghai. The increase in revenues generated by congresses and conventions was also noteworthy is to be attributed to international congresses held in the new MiCo congress centre inaugurated in May 2011.

31 FIERA MILANO 2011 ANNUAL REPORT Management report 31 The Gross operating result was Euro million compared to Euro million in 2010, an increase of Euro million. The aforementioned increase in revenues had a positive impact on the gross operating profit which was, in part, offset by an increase in operating expenses from the change in the area of consolidation following the acquisition of Cipa FM and higher personnel costs for the redundancy incentives paid by the Parent Company. However, the weight of operating expenses on revenues was lower than in the preceding financial year due to the cost containment policies. As regards other income, any comparison with 2010 must take into account the fact that in 2010 Fondazione Fiera Milano contributed Euro million to the anti-crisis measures implemented by the Fiera Milano Group whilst, in 2011, this figure was Euro million, a decrease of Euro million. The net operating result (EBIT) was Euro million, compared to Euro million in 2010, an increase of Euro million, which exceeded that of the gross operating profit. This was mainly due to lower amortisation in the Parent Company accounts for the corporate IT system, which was totally depreciated during the financial year, and for lower provisions for disputes. These were, in part, offset by higher provisions for doubtful receivables. Financial income/(expenses) were negative for Euro million compared to a negative figure of Euro million at 31 December This mainly reflected the decrease in interest rates, which was only partly compensated by the lower average net debt in the financial year. The Pre-tax result was Euro million compared to Euro million in The net result at 31 December 2011 was Euro million, after a tax charge of Euro million, compared to a net result for the previous financial year of Euro million after taxes that were positive for Euro million. The increase in tax was mainly for the increase in IRAP tax and taxes on the profits of foreign subsidiaries. There was also a release of provisions made in prior financial periods for pre-paid taxes taken against tax losses carried forward and risk provisions deduction of which was deferred to the time of utilisation. Further details regarding taxes are given under the relevant paragraph in the Explanatory and Supplementary Notes to the Consolidated Financial Statements. The net result was attributable as follows: - Euro million to the Group; - Euro million to non-controlling interests.

32 Management report FIERA MILANO 2011 ANNUAL REPORT 32 Balance sheet and financial performance The table below shows the Reclassified Consolidated Statement of Financial Position. RECLASSIFIED CONSOLIDATED BALANCE SHEET (Amounts in 000) 31/12/11 31/12/10 31/12/09 Goodwill and intangible assets with an indefinite useful life 112, , ,751 Intangible assets with a finite useful life 58,407 47,567 53,211 Tangible fixed assets 30,667 30,432 34,577 Other non-current assets 14,521 16,783 13,458 A Non-current assets 215, , ,997 Inventory and contracts in progress 1,988 2,947 4,197 Trade and other receivables 62,593 65,968 76,816 Other current assets B Current assets 64,581 68,915 81,013 Trade payables 44,508 38,951 47,435 Payments received on account 47,507 35,874 42,666 Tax liabilities 3,666 2,403 3,239 Provisions for risks and charges and other current liabilities 34,128 19,137 43,143 C Current liabilities 129,809 96, ,483 D Net working capital (B - C) -65,228-27,450-55,470 E Gross capital employed (A + D) 150, , ,527 Employee benefit provisions 7,727 9,693 9,955 Provisions for risks and charges and other non-current liabilities 19,776 14,755 16,238 F Non-current liabilities 27,503 24,448 26,193 G NET CAPITAL EMPLOYED continuing operations (E - F) 122, , ,334 H NET CAPITAL EMPLOYED discontinued operations TOTAL NET CAPITAL EMPLOYED (G + H) 122, , ,459 covered by: Equity attributable to the Group 68,210 63,924 61,437 Equity attributable to Non-controlling interests 2, ,134 I Total equity 70,666 64,305 62,571 Cash & cash equivalents -19,865-22,692-13,808 Current financial (assets)/liabilities 56, ,214 72,669 Non-current financial (assets)/liabilities 15,324 2,705 4,027 Net financial position (continuing operations) 52,220 84,227 62,888 Net financial position (discontinued operations) L Net financial position (TOTAL) 52,220 84,227 62,888 EQUITY AND NET FINANCIAL POSITION (I + L) 122, , ,459 The entries in the Reclassified Consolidated Statement of Financial Position correspond to those in the Consolidated Statement of Financial Position. Net capital employed totalled Euro million at 31 December 2011, a decrease of Euro million compared 31 December Non-current assets were Euro million at 31 December 2011 compared to Euro million at 31

33 FIERA MILANO 2011 ANNUAL REPORT Management report 33 December 2010; the increase mainly reflects the acquisition of Cipa FM, which brought with it new exhibition brands and publications, as well as goodwill. Net working capital, the balance of current assets and current liabilities, went from a negative figure of Euro million at 31 December 2010 to a negative figure of Euro million at 31 December The change reflects the change in payables to organisers and pre-payments caused by the different exhibition calendar and to the change in payables to suppliers. Fiera Milano Group has structural negative net working capital due to the favourable cash management cycle of both exhibitions and congresses where advance payment of part of the attendance fee is made by clients. Furthermore, Fiera Milano SpA also manages these activities on behalf of third-party organisers and, in this way, generates positive cash flows also from the rent of exhibition space. The net financial position of the Group was net debt of Euro million at 31 December 2011 compared to net debt of Euro million at 31 December The lower net debt was mainly due to operating cash flow only in part eroded by cash flow from investments in the financial year that reflected the acquisition of Cipa FM. There was a favourable cash management cycle from the activities of Cipa FM and Hannover Milano Global Germany GmbH, through its two subsidiaries Hannover Milano Fairs Shanghai Co. Ltd and Hannover Milano Fairs China Ltd, as well as from Fiera Milano Congressi SpA. A five-year financing was signed for Euro 20 million to cover investments by the Parent Company but it also permitted the movement of part of current bank borrowings to non-current bank borrowings. Details of the net financial position are given in the Explanatory and Supplementary Notes to the Consolidated Financial Statements. With reference to Shareholders equity, the following table shows the reconciliation of the Parent Company Financial Statements with the Consolidated Financial Statements. STATEMENT OF RECONCILIATION BETWEEN FIERA MILANO SPA AND THE CONSOLIDATED FINANCIAL STATEMENTS ( 000) Full year 2011 Full year 2010 Net Net Equity Profit/(loss) Equity Profit/(loss) PARENT COMPANY EQUITY AND PROFIT 75,432 8,849 83,218 1,429 Parent company shares held by consolidated companies -2,586 Equity and net profit/(loss) of consolidated companies 64, ,512 3,642 Intragroup dividends -3,215-2,758 Elimination of carrying value of consolidated investments -108, ,548 Goodwill arising from acquisitions 25,181 54,973 Write-down of investments, net of tax effect 13,732 28,845 Elimination of intragroup margins Minor consolidation adjustments, net of tax effect TOTAL EQUITY 70,666 5,149 64,305 2,148 of which: attributable to Non-controlling interests 2, CONSOLIDATED EQUITY AND PROFIT/(LOSS) 68,210 4,927 63,924 2,192

34 Management report FIERA MILANO 2011 ANNUAL REPORT 34 Investments In the financial year to 31 December 2011, investments totalled Euro million and the breakdown was as follows: INVESTMENTS (Amounts in 000) Full year Full year Full year to 31/12/11 to 31/12/10 to 31/12/09 Intangible fixed assets 24,692 2,667 4,285 Tangible fixed assets 8,542 4,037 6,223 Other fixed assets Total investments in non-current assets 33,234 6,704 10,633 Investments in intangible fixed assets totalled Euro million and were mainly for goodwill, brands and publications; the figure increased as a consequence of the acquisition of Cipa FM, of functional improvements to the management information system of the Parent Company, of the implementation of other projects and of the acquisition of software licences for unlimited use. Investments in tangible fixed assets totalled Euro million and were mainly attributable to: - an increase for acquisitions of furniture and goods to be hired out for exhibitions; - an increase for equipment purchases for the Rho exhibition site; - costs for the project design, restructuring, adjustments and furnishing of the new congress centre; - improvements to the exhibition site and purchases of electronic equipment. Further details on investments are given in the Explanatory and Supplementary Notes to the Consolidated Financial Statements.

35 FIERA MILANO 2011 ANNUAL REPORT Management report 35 Business performance by operating segment and by geographic area The key Group figures by operating segment and geographic area are given in the following table. SUMMARY OF DATA BY OPERATING SEGMENT AND BY GEOGRAPHICAL AREA (Amounts in 000) Revenues from sales and services - By operating segment: % of total % of total Italian Exhibitions 212, , Foreign Exhibitions 18, , Stand-fitting Services 33, , Media 17, , Congresses 29, , Total revenues gross of adjustments for inter-segment transactions 310, , Adjustments for inter-segment transactions -32,561-27,779 Total revenues net of adjustments for inter-segment transactions 278, ,358 - By geographical area: Italy 259, , Foreign countries 18, , Total 278, , Gross operating result % of % of - By operating segment: revenues revenues Italian Exhibitions 19, , Foreign Exhibitions 4, , Stand-fitting Services 3, , Media , Congresses 3, , Adjustments for inter-segment transactions Total 30, , By geographical area: Italy 25, , Foreign countries 5, , Total 30, , Net operating result (EBIT) % of % of - By operating segment: revenues revenues Italian Exhibitions 12, , Foreign Exhibitions 4, , Stand-fitting Services Media -1, Congresses 1, Adjustments for inter-segment transactions Total 15, , By geographical area: Italy 10, Foreign countries 4, , Total 15, , Employees (no. of permanent employees at year end) % % - By operating segment: Italian Exhibitions Foreign Exhibitions Stand-fitting Services Media Congresses Total By geographical area: Italy Foreign countries Total

36 Management report FIERA MILANO 2011 ANNUAL REPORT 36 The activities of the Fiera Milano Group are grouped into five operating segments: Italian Exhibitions, Foreign Exhibitions, Stand-fitting Services, Media, and Congresses. Revenues from sales and services at 31 December 2011, before elimination of transactions between operating segments, were Euro million, of which 68% generated by Italian Exhibitions, 6% by Foreign Exhibitions, 11% by Stand-fitting Services, 6% by Media and 9% by the Congress segment. Revenues from Italian Exhibitions, which are almost entirely from the Parent Company Fiera Milano SpA, were Euro million and increased Euro million compared to the figure of Euro million for the 2010 financial year. The increase reflected the different exhibition calendar that in 2011 included the directly organised biennial exhibitions, Host and Tuttofood, held in uneven-numbered years; these had a greater impact on revenues than the mainly hosted biennial exhibitions held in 2010, an even-numbered year (the main one was Mostra Convegno Expocomfort). Annual exhibitions also had a positive performance and, in particular, Macef due to the show-workshop section on living (Macef-AbitaMi), and Made Expo. Revenues from Foreign Exhibitions, mainly from Hannover Milano Global Germany GmbH, the joint venture with Deutsche Messe AG of Hannover, and from Cipa FM, totalled Euro million, an increase of Euro million compared to the figure of Euro million in the 2010 financial year. The significant increase is primarily due to the acquisition of Cipa FM at the start of 2011 and of the trend in the exhibitions held in China, particular the annual exhibitions like Chinafloor Domotex Shanghai, Motor Show and PTC Asia Shanghai. Revenues from Stand-fitting Services were Euro million and were more than 9% higher than in the previous financial year (Euro million). The increase is mainly attributable to the strong performance of stand-fitting services for exhibitions, congresses and events in the year and for new events and exhibitions carried out on behalf of third-party organisers and which were not present the previous year. Media revenues totalled Euro million, a decrease of ca. 20% compared to the previous financial year (Euro million). The decrease reflects a decline in revenues from services for the management of the Information Communication Technology, of advertising revenues and of poster advertising. Congress revenues were Euro million, almost 34% higher than in the previous financial year (Euro million). The increase was mainly due to the presence of international congresses in the new congress centre, called MiCo (Milano Congressi), in the fieramilanocity exhibition site. The Gross operating profit of Euro million rose Euro million compared to the preceding financial year and the breakdown by operating segment was as follows: - Italian Exhibitions had gross operating profit of Euro million compared to Euro million in the year to 31 December The increase was positively impacted by the increase in revenues described above but negatively impacted by the increase in operating expenses due to higher personnel

37 FIERA MILANO 2011 ANNUAL REPORT Management report 37 costs for the redundancy incentives of the Parent Company. Nevertheless, operating expenses, expressed as a percentage of revenues, were lower than in the previous financial year and reflected the cost saving policies implemented. It should also be noted that, as regards other income/losses, a comparison with 2010 must take account of the fact that in the previous financial year the amount received from Fondazione Fiera Milano by Fiera Milano SpA was Euro million compared to the lower figure of Euro million received in the financial year under review. - Foreign Exhibitions had gross operating profit of Euro million compared to Euro million in the financial year to 31 December The increase in the gross operating profit reflects the increase in revenues. - Stand-fitting Services had gross operating profit of Euro million, an increase of Euro million compared to the figure of the preceding financial year (Euro million). The gross operating profit of this segment increased less than revenues as the revenue increase was due to customised stand-fittings, which generate lower profitability. - Media had gross operating profit of Euro million, a decrease of Euro million compared to the preceding financial year (Euro million) resulting from the fall in revenues. - Congresses had gross operating profit of Euro million compared to Euro million in the financial year to 31 December The increase in the gross operating profit was lower than that of revenues mainly due to the increase of some structural costs, such as the maintenance costs necessitated by the start-up of activities in the new congress centre, costs for the use of third-party assets for higher rent payable to Fondazione Fiera Milano for the opening of MiCo, and for related promotional costs. The total net operating result (EBIT) of the five operating segments was Euro million compared to Euro million in the 2010 financial year, and may be broken down as follows: - Italian Exhibitions had net operating profit of Euro million compared to a negative figure of Euro million in the financial year to 31 December The increase is mainly attributable to the Parent Company, the trend in the gross operating profit, lower depreciation for the corporate information system, now fully depreciated, and lower provisions for disputes, only partly offset by higher provisions for doubtful receivables. - Foreign Exhibitions had net operating profit of Euro million compared to Euro million in the financial year to 31 December The increase reflects the increase in the gross operating profit described above. - Stand-fitting Services had net operating profit of Euro million, a decrease of Euro million compared to the 2010 financial year (Euro million). The decrease reflects an increase in depreciation following the investments made and also reflects movements to the reserve for doubtful receivables. - Media had a net operating loss of Euro million, a fall of Euro million compared to the previous financial year (Euro million). The decrease reflects not only the trend in the gross operating profit described above but also higher movements to the reserve for doubtful receivables and provisions for risks. - Congresses had net operating profit of Euro million compared to Euro million in the financial year to 31 December The increase in the net operating profit was lower than that of the gross operating profit mainly due to the write-down of the Villa Erba congress centre trademark and for provisions for expenses related to the non-renewal of the lease contract for this congress centre.

38 Management report FIERA MILANO 2011 ANNUAL REPORT 38 The 697 Group employees at year-end 2011 were divided among the five operating segments as follows: 62% in Italian Exhibitions, 14% in Foreign Exhibitions, 7% in Stand-fitting Services, 12% in Media and 5% in Congresses. Operating figures The table below shows the figures for events held at the fieramilano and fieramilanocity sites in the financial year to 31 December 2011 compared with the figures for the previous two financial years. The table gives the square metres of rented exhibition space and the number of participating exhibitors. The events are classified according to how frequently they are held, annual, biennial or multi-annual, and the figures for exhibitions directly organised by the Group are also given for each of the periods (the figures have been rounded up to make them easier to read and compare). FIERA MILANO GROUP - SUMMARY OPERATING FIGURES Full year to 31/12/2011 Full year to 31/12/2010 Full year to 31/12/2009 Organised Organised Organised Total by the Group Total by the Group Total by the Group Number of exhibitions: Italy annual biennial multi-year Foreign Countries annual biennial multi-year Number of congresses with related exhibition space Net sq. metres of exhibition space: 1,817, ,815 1,694, ,860 1,883, ,480 Italy 1,530, ,665 1,508, ,465 1,709, ,325 annual (a) 1,235, ,150 1,182, ,395 1,206, ,365 biennial 282, , ,530 28, , ,960 multi-year 12,100-27,250 16, ,120 - (a) of which congresses with related exhibition space 55,045-51,820-38,320 - Foreign Countries 287, , , , , ,155 annual 252, , , , , ,705 biennial 34,560 34,560 3,285 3,285 11,450 11,450 multi-year - - 1,055 1, Number of exhibitors: 40,578 20,408 31,105 9,940 32,778 12,223 Italy 26,865 6,695 26,760 5,595 27,925 7,370 annual (b) 22,640 4,655 22,400 4,640 20,380 5,210 biennial 3,825 2,040 3, ,715 2,160 multi-year ,830 - (b) of which congresses with related exhibition space 2,390-3,565-1,800 - Foreign Countries 13,713 13,713 4,345 4,345 4,853 4,853 annual 5,279 5,279 4,132 4,132 4,447 4,447 biennial 8,434 8, multi-year

39 FIERA MILANO 2011 ANNUAL REPORT Management report 39 The table shows that in the 2011 financial year the percentage of total square metres of net exhibition space covered by annual exhibitions was ca. 82%. Annual exhibitions covered 1,488,405 square metres of net exhibition space, a 9.1% increase compared to 2010 and 8.8% more than in There was an increase both in directly organised exhibitions (+79,290 square metres compared to 2010, +17%) and in those organised by third-parties (+45,105 square metres compared to 2010, +5%). Biennial exhibitions added 317,335 net square metres of exhibition space, an increase of over 5% compared to There was a particularly strong performance from directly organised biennial exhibitions in Italy and abroad with an increase of 149,950 square metres, which was in part eroded by the figure for biennial exhibitions organised by third parties that had a decrease of 134,430 square metres. The total additional contribution of exhibitions held abroad in 2011, compared to 2010, was 101,755 net square metres of exhibition space, an increase of 55%. There were fifteen first editions of exhibitions launched in the financial year under review and they covered a total of 76,915 square metres of exhibition space. The tables below give comparative figures for the last three financial years for the portfolio of events hosted by the Group in the fieramilano and fieramilanocity sites with an indication of the net square metres of exhibition space occupied and the number of exhibitors, classified by how frequently the events are held, and indicating those exhibitions directly organised (the figures have been rounded up to make them easier to read and compare).

40 Management report FIERA MILANO 2011 ANNUAL REPORT 40 FIERA MILANO GROUP - ITALIAN EXHIBITION PORTFOLIO Net sq. metres of exhibition space Number of exhibitors Full year to Full year to Full year to Full year to Full year to Full year to Annual Exhibitions: 31/12/11 31/12/10 31/12/09 31/12/11 31/12/10 31/12/09 Directly organised - Bit 35,645 47,015 53, Chibidue-Chibimart 4,815 5,555 5, Chibimart 3,750 3,745 4, Macef - AbitaMi* 34, Macef autunno/bijoux 79,565 87,120 78,140 1,405 1,380 1,320 - Macef primavera 105, , ,340 1,635 1,635 1,710 - Miart 5,950 9,340 9, Milano Prêt à Porter autunno 4,880 4,840 5, Milano Prêt à Porter primavera 4,435 4,865 5, S.I.G.- Festivity 12,230 13,095 14, SposaItalia 7,670 7,795 8, Cartoomics a) a) 2,240 a) a) Enersolar+ a) a) 4,230 a) a) Franchising & Trade b) 4,100 4,460 b) N.O.W. Fashion Exhibition autunno b) b) N.O.W. Fashion Exhibition primavera b) b) Transpotec 2.0 b) b) 40,000 b) b) Wellness b) b) 4,690 b) b) 120 Total annual exhibitions directly organised 299, , ,365 4,655 4,640 5,210 Hosted - Artigiano in fiera 58,320 60,200 57,840 2,520 1,985 1,630 - Cartexpo* 3, Cartoomics 8,055 5,000 a) a) - Cavalli a Milano 48,000 34, EICA* 3, Eicma Moto 101,300 90,735 93, Enersolar+ 11,915 6,845 a) a) - Esposizione Internazionale Canina 17,000 17,000 8, Expo Italia real estate 12,405 13,665 15, Expotraining* 1, Fa la cosa giusta 7,115 7,000 7, For Wedding* 2, G! come giocare 6,015 5,695 4, Hobby Show (first half) 5,000 5, Hobby Show (second half) 8,055 5,000 3, HTE- Hi.Tech. Expo 815 1,530 1, Intecharm 14,555 10, Life-Med 3,260 2, Made Expo 98,050 80,630 95,670 1,465 1,355 1,440 - Micam (Autumn) 70,010 70,915 71,460 1,520 1,470 1,470 - Micam (Spring) 71,130 71,085 72,170 1,510 1,470 1,500 - Mido 44,570 41,925 48, Mifur 16,880 16,915 20, Milano Unica (Autumn) 21,955 21,800 22, Milano Unica (Spring) 19,690 20,595 25, Mipel (March) 15,915 16,500 19, Mipel (September) 16,135 15,890 16, Modaprima (Summer) 2,300 2,300 2, Promotion Expo 5,130 6,215 6, Promotion trade exibition 5,270 5,885 6, Salone del Franchising Milano* 4, Salone del Libro Usato 3,370 2,095 1, Salone del mobile/complemento d arredo 154, , ,760 1,240 1,420 1,295 - Smap Expo* 2, Smau 6,595 7,550 8, Viscom - Visual communication 11,000 12,120 13, COM-PA b) b) 4,470 b) b) 80 - Eicma Bici b) b) 8,880 b) b) Greenergy Expo c) 1,540 2,055 c) Inprinting-Omnicome Expo-DM Expo b) 2,365 - b) Io sposa (Autumn) b) b) 5,970 b) b) La campionaria delle qualità italiane b) b) 7,860 b) b) La Casa La Vita b) b) 3,190 b) b) 75 - Mifur Small Ville b) b) 265 b) b) 10 - Milano Moda Donna (February) b) 1,500 1,400 b) Milano Moda Donna (October) b) b) 1,100 b) b) 25 - Modaprima (Winter) b) 2,300 2,300 b) World Football Show b) 6,570 - b) 60 - Total annual exhibitions hosted 881, , ,750 15,595 14,195 13,370 Total annual Exhibitions 1,180,770 1,131,135 1,168,115 20,250 18,835 18,580 Continues

41 FIERA MILANO 2011 ANNUAL REPORT Management report 41 FIERA MILANO GROUP - ITALIAN EXHIBITION PORTFOLIO Net sq. metres of exhibition space Number of exhibitors Full year to Full year to Full year to Full year to Full year to Full year to Biennial Exhibitions: 31/12/11 31/12/10 31/12/09 31/12/11 31/12/10 31/12/09 Directly organised - E.Tech Experience* 7, Host 95,270-86,340 1,165-1,055 - Host - Pane Pizza Pasta (ex MIPPP) 4,395-3, Tuttofood 40,280-38, Bias - 3, Enermotive b) - 4,280 b) Fluidtrans compomac - 8, Lift - 5, Livin Luce b) - 13,560 b) Sicurezza - 12, Total biennial exhibitions directly organised 147,515 28, ,960 2, ,160 Hosted - Bimec 2, BtoBio Expo* 3, Chem Med 5,230-4, Enovitis 2,325-5, Euroluce 41,680-43, Frameart Expo* 3, Photoshow 7,715-8, Salone Ufficio 14, Simei 32,375-33, Vitrum 22,320-23, Bimu - 41, Eurocucina - 40, Mostra Convegno Expocomfort - 132, , Sfortec - 1, Venditalia - 11, Xylexpo - 41, Total biennial exhibitions hosted 135, , ,480 1,785 3,230 1,555 Total biennial exhibitions 282, , ,440 3,825 3,945 3,715 Multi-year Exhibitions: Directly organised - Expodetergo - 16, Total Directly organised - 16, Hosted - In Cosmetics 12, Plast , ,025 - Ipack-Ima , Grafitalia , Converflex - - 9, EMO , ,415 - AB Tech - 11, Total multi-year Exhibitions hosted 12,100 11, , ,830 Total multi-year Exhibitions 12,100 27, , ,830 TOTAL EXHIBITIONS 1,475,645 1,456,915 1,671,675 24,475 23,195 26,125 - Congresses with related exhibition space 55,045 51,820 38,320 2,390 3,565 1,800 TOTAL 1,530,690 1,508,735 1,709,995 26,865 26,760 27,925 *First edition of this exhibition a) The exhibition is hosted, instead in previous editions it was directly organised b) The exhibition did not take place c) The exhibition is included in Enersolar+ The table below gives details of the exhibitions organised abroad, in Brazil through Cipa FM and in China and India through Hannover Milano Global Germany, the joint venture with Deutsche Messe of Hanover. The net exhibition space utilised exceeded 287,150 square metres (the figures for net square metres of exhibition space have been rounded up to make them easier to read and compare).

42 Management report FIERA MILANO 2011 ANNUAL REPORT 42 FIERA MILANO GROUP - FOREIGN EXHIBITION PORTFOLIO Net sq. metres of exhibition space Number of exhibitors Full year Full year Full year Full year Full year Full year Annual exhibitions to 31/12/11 to 31/12/10 to 31/12/09 to 31/12/11 to 31/12/10 to 31/12/09 Exhibitions directly organised in China - CeMAT Asia Shanghai 11,660 10,445 9, Chinafloor Domotex Shanghai 56,725 48,760 42,380 1, CWMTE - Lijia Chongqing Machine Tool Energy Shanghai 1,820 1,960 2, FA/PA Beijing 3,435 2, GITF International Tour Guangzhou 4,655 4,525 4, Industrial Automation Shanghai 14,490 12,285 9, Metalworking and CNC Mach. Tool Shanghai 20,150 16,540 14, Motor Show 56,030 45,500 34, PTC Asia Shanghai 43,240 30,240 31,925 1,449 1,207 1,234 - Truck World* 7, Biotech China Shanghai - 1,210 1, China Sign Fair Guangzhou - - 4, Total Exhibitions directly organised in China 220, , ,205 4,205 3,738 4,076 Exhibitions directly organised in India - CeMAT India 1,655 2,905 2, Industrial Automation India Laser India* MDA India 2,710 2,830 2, Surface Technology Energy India Total Exhibitions directly organised in India 5,850 6,820 6, Exhibitions directly organised in Brazil - Country Fair Exposec 13, Magnum 1, Pet Show* Reatech, FisioTech 9, SportBiz Taxi Point Total Exhibitions directly organised in Brazil 26, Total Annual Exhibitions 252, , ,705 5,279 4,132 4,447 Biennial Exhibitions Exhibitions directly organised in China - WoodMac China 14,505-11, BMT Beijing DMBC Beijing - 2, Total Exhibitions directly organised in China 14,505 3,285 11, Exhibitions directly organised in India - Build Arch/Build Up/Build Foor Total Exhibitions directly organised in India Exhibitions directly organised in Brazil - Braseg 2, Ecoenergy* Resilimp, ForCity, Traffic Saie Fenavid Florianópolis Saie Goiana Termotech Tubotech 13, , Wicab* Total Exhibitions directly organised in Brazil 19, , Total Biennial Exhibitions 34,560 3,285 11,450 8, Multi-year Exhibitions: Exhibitions directly organised in China - Metal + Metallurgy - 1, Total Exhibitions directly organised in China - 1, Total Multi-year Exhibitions: - 1, Total Exhibitions 287, , ,155 13,713 4,345 4,853 *First edition of this exhibition

43 FIERA MILANO 2011 ANNUAL REPORT Management report 43 Fiera Milano Group personnel Composition and turnover At 31 December 2011 the permanent employees of the Group totalled 697 compared to 696 at 31 December PERMANENT EMPLOYEES AT YEAR END (units) 31/12/11 31/12/10 31/12/09 Total Italy Foreign Total Italy Foreign Total Italy Foreign Countries Countries Countries Fully consolidated companies: Managers Middle management and office staff (including journalists) Manual workers Total Proportionally consolidated companies (a): Managers Middle management and office staff Total TOTAL (a) the indicated data corresponds to 49% of total employees In 2011 there was an increase of just one employee compared to This reflects the net effect of employees that left mainly as part of the consensual agreement linked to the Group restructuring and to voluntary redundancies and the increase in employees that followed the acquisition of 75% of the share capital of Cipa FM finalised on 27 January The turnover of employees, calculated as the difference between those joining and those leaving the Group as a percentage of the average number of employees, was 28.7%. The Fiera Milano Group uses employees on fixed-term contracts to manage the peaks of activity in the exhibition calendar. Personnel with fixed-term contracts went from fifteen at 31 December 2010 to thirteen at the end of Restructuring The restructuring and rationalisation of Fiera Milano Group, started in previous financial periods, ended in 2011 with the following actions: - as from 1 January 2011 the lease contract for the catering services business division that existed between the Parent Company and Fiera Food System SpA was resolved and this led to the transfer of six employees; - the merger of the subsidiary Rassegne SpA into the Parent Company was effective from 1 June 2011; this transaction involved 102 employees; - Fiera Milano Media SpA was established on 1 November This project involved the transfer of some

44 Management report FIERA MILANO 2011 ANNUAL REPORT 44 employees (thirteen) from the subsidiary Expopage SpA to the Parent Company on 1 August 2011 and concluded on 1 November 2011 with the merger into Fiera Milano Editore SpA of Expopage SpA and Business International SpA. The total number of employees transferred in this transaction was fortythree; - as regards the Parent Company, in 2011, the Exceptional Temporary Lay-Off Scheme started in October 2010 continued and involved eighty-one employees. On 15 July, the Parent Company started the employment mobility procedure under Articles 4 and 24 of Law 223 of Following meetings held in July, August and September the number of excess personnel went from sixty-two to forty-nine. On 27 September 2011, the administrative phase of the procedure was concluded with the signature of an agreement with the Trade Unions governing the external and internal relocation of twenty-four employees and the compulsory redundancy for the remaining employees on the criteria of non-opposition, with effect from 1 November Following the consensual resolution of the employment contract and the relocation of resources inside the Group and outside with third-party companies, the number of excess employees fell to thirty-three. In accordance with the agreement these employees were compulsorily made redundant effective from 1 November Acquisitions and international business development In 2011 the internationalisation of the business continued with the following actions: - on 27 January 2011 a contract was signed for the acquisition of 75% of the share capital of Cipa FM: this transaction involved fifty-three employees; - on 24 March 2011 Fiera Milano India Private Ltd was established and on 14 June 2011 payment of the share capital was completed. This transaction involved three employees; - on 30 March 2011 OOO Fiera Milano was established and on 1 July 2011 payment of the share capital was completed. Currently the company has just one employee; - on 1 December 2011 a contract was signed for the acquisition of 20% of Milan International Exhibitions Srl. Currently the company has just one employee. Governing employment contracts Fiera Milano Group, except for those companies in the publishing sector (which employ personnel under the national collective employment agreement for graphic design, publishing and industrial companies), uses the national collective employment agreement for tertiary, distribution and service companies. The employees of Fiera Milano Group are divided into three main categories: - Executives with a managerial role; - Managers and Journalists with specialised roles; - White collar workers, office staff, and technical support staff. Fiera Milano Group has no manual workers as the provision and arrangement of exhibition services is done in outsourcing.

45 FIERA MILANO 2011 ANNUAL REPORT Management report 45 Safety measures adopted Fiera Milano Group considers the safety of its personnel an essential requisite for which it is prepared to make significant investments. In 2011 safety training was given to technical staff. Training In 2011, the number of training programmes was similar to that in The programmes covered technicalspecialist training (technical training for e-service, the customer database and the updating of the CRM system), language training (available to all employees through the implementation of an e-learning system) and the provision of obligatory education and training courses (in first aid, data protection and fire training under the updated organisational model, Legislative Decree 231). 562 members of staff took part in the training programmes for a total of 265 person days. Risk factors affecting Fiera Milano Group Managing risk in Fiera Milano Group The Fiera Milano Group has for some time implemented a periodic analysis of the risks at Group level, which is on internationally recognised standards of Enterprise Risk Management (ERM). The main aim is to have a systematic and proactive approach to the main risks to which the Group and also each of its companies - is exposed in carrying out its business and pursuing its pre-set targets, to assess in advance the potential negative effects, implement the opportune actions to mitigate these effects, and to monitor over time any relative exposure. In order to achieve this Fiera Milano SpA has compiled a catalogue of Group risks linked to the strategies being implemented, together with a risk mapping and risk scoring methodology. Specifically, the Group integrated risk management process entails an annual (i) update of the risk catalogue according to the strategies implemented and the management and business model used; (ii) assessment of the risks by the management of Fiera Milano SpA and of its subsidiaries; (iii) consolidation of information and prioritisation of the risks and the consequent areas of action; (iv) tolerance analysis of any exposure identified and formulation of the appropriate management strategies/actions and the identification of those responsible for implementing such actions. The Internal Audit Committee and the Board of Statutory Auditors is informed of the results of the aforementioned annual processes. The main risk factors and uncertainties to which Fiera Milano Group is exposed that have emerged from the aforementioned process are described below, taking into account the business sector in which it operates and the characteristics of the business model it uses. A description is also given, where necessary, of the Group policies to manage and mitigate the risks described.

46 Management report FIERA MILANO 2011 ANNUAL REPORT Risks related to external factors Risks connected to the economic environment Currently the European markets, including the Italian market, are suffering a further period of crisis. There are few positive signs in 2012 and no signs permitting the forecast of a significant reversal in the trend in the shortterm. This gives the Group limited visibility on the likely investments of its clients (organisers, exhibitors and other clients of subsidiary companies) in exhibitions and related services and this could well have an impact on the stability of revenues and profitability in the 2012 financial year. In order to continue to counteract the effect of this scenario on Group activities (and, in particular, the risk of lower numbers at the exhibitions hosted or directly organised in the Fiera Milano exhibition sites and of the relative investment budgets), in 2012 the Group intends to continue the support actions and incentives for exhibitors by confirming the agreements made with leading credit institutions for financing at advantageous rates; it has also completed its internal restructuring; lastly, it is continuing with its development strategy in foreign markets both through investments in companies and partnerships and through the organisation of proprietary exhibitions in countries with significant growth profiles. Risks connected to trends and competition in the exhibitions market The market in which Fiera Milano Group operates continues to be in a mature phase that is probably destined to continue in coming years and is characterised by: (i) the continuing consolidation of some merchandise sectors of manufacturing/distribution activities, (ii) changes and innovation in merchandising categories, (iii) the transformation of exhibitions from places where demand meets supply to events which offer even greater business opportunities and, above all (iv) by an ever-increasing growth in competition, also on tariffs, and (v) the ever greater development of the Asian and Middle Eastern markets. To maintain its domestic market position and increase its position and competitiveness on the international market, Fiera Milano Group has continued its strategy of (i) enhancing its portfolio of directly organised or hosted exhibitions (by launching new proprietary initiatives, expanding some of these to include contiguous markets, by re-positioning existing exhibitions and increasing the portfolio of hosted exhibitions) and (ii) internationalisation through the acquisition of international events and the promotion and export of its own events to foreign exhibition centres and also through the company (Milan International Exhibitions Srl) recently established in conjunction with the Milan Chamber of Commerce, which has the aim of marketing the Fiera Milano Group outside Italy in order to increase the presence of international exhibitors in Italy. The constitution of Fiera Milano Media SpA is significant as regards value added services supplied by the Group to its clients. This is a multimedia company in which is concentrated the expertise in the internet, publishing and events/training previously in other subsidiaries of Fiera Milano SpA, so as to provide an integrated, modern and technologically advanced multimedia offer.

47 FIERA MILANO 2011 ANNUAL REPORT Management report Strategic and operating risks Risks connected to a dependency on some leading events (organised by the Group or by third parties) In the last five years, Fiera Milano Group s annual calendar has averaged over 60 exhibitions a year. Despite this high number of events, a significant part of Group revenues derive from ten specific events, organised both directly by subsidiaries or hosted in the fieramilano and fieramilanocity exhibition sites. Despite the existence of contractual obligations and logistic impediments that protect the Group, it cannot be ruled out that (i) the loss or downsizing of some of the leading events or (ii) the loss of some of the larger clients or (iii) the different incidence that some events have, depending on how frequently they appear from year to year in the exhibition calendar, could have negative implications for the economic, balance sheet and financial situation of Fiera Milano Group. It should also be noted that on average over 60% of exhibitions, in terms of square metres of exhibition space used, is organised by third parties, which are not linked to Fiera Milano Group. The medium/long-term success of these exhibitions depends on the capacity of these organisers to maintain and develop over time the necessary skills, which includes maintaining relationships and awareness of changes in the market. Although the Group is pursuing a development and consolidation strategy for directly organised events both in Italy and abroad and is developing ever-closer links with third-party organisers, it cannot be ruled out that the loss/discontinuation of some of these exhibitions could have negative implications for the economic, balance sheet and financial situation. Risks connected to business expansion in emerging markets Fiera Milano Group continues to pursue internationalisation opportunities in BRIC countries by differing methods such as joint ventures, acquisitions, partnerships, etc. Although the previous and consolidated experience of the Group is a major advantage, pursuit of these expansion strategies could expose Fiera Milano Group to a series of risks connected to potential economic instability or local political, social or safety and/or fiscal risks in the countries where it wishes to expand, as well as to risks linked to the increased complexity of operation and marketing control that that are normally the consequence of an internationalisation process. To ensure better oversight of its overseas business and internationalisation strategy, Fiera Milano Group has adopted a dedicated central monitoring system that is closely linked to staff responsibilities and the Director of Marketing. The function of this area includes scouting and deal closure activities and the development of commercial opportunities abroad through the relationship management with foreign companies, supplying clients (i.e. exhibitors, many of which are Italian) with highly specialised and high value added services. Risks connected to seasonality Exhibition and congress organisation is subject to seasonality with almost no exhibitions taking place in the summer months and because of the exhibitions that are held biennially or triennially. This seasonality affects the annual spread of Group revenues and profits. The strategies pursued by management and, in particular, (i) the enhancement of the exhibition portfolio and the re-positioning of some important events, (ii) the internationalisation of events, (iii) the setting up of strategic and commercial collaborations/alliances with other exhibition venues and/or organisers, (iv) the increased

48 Management report FIERA MILANO 2011 ANNUAL REPORT 48 exploitation of other revenue sources linked to the exhibition sites, are all intended to counteract the seasonality and thereby ensure greater stability of revenues and profits. Risks connected to the ability to maintain the necessary specialist competencies The Fiera Milano Group considers its human resources and competencies in the exhibitions sector to be one of its principal strategic assets. The gradual evolution of exhibitions from large marketplace to great event or experience (with increasing importance attached to market trends) and the pursuit of medium/long-term strategies (including the development of new directly owned exhibitions and business internationalisation) require specialist professional competencies that are not easily found. The policy to rationalise the organisational structure, started in 2009 and continued over the next two years, had the aim of permitting the Group to increase the value and the loyalty of its personnel and the key internal competencies ensuring a better coordination/exchange and sharing of expertise. 3. Legal risks Risks connected to the reference legislative framework Health and Safety Given its business activity and the number of persons (employees, suppliers, exhibitors, visitors, etc.) that operate in its exhibition sites, Fiera Milano Group is exposed to risks of infringement of legislation regarding health and safety in the workplace (Consolidated Health & Safety Act 81/2008). Furthermore, given the extensive use that Fiera Milano SpA and some of its subsidiaries make of outside contractors for services linked to the exhibitions (catering, setting-up) which come under the law governing contractors (Legislative Decree 223/2006 and subsequent amendments), the Group is exposed to administrative sanctions and/or interruption of its business for breaches of provisions under the relevant laws, including health and safety in the workplace and compliance with the regulations governing remuneration and social security made by construction companies and unauthorised sub-contractors. Fiera Milano Group protects itself from such eventualities by rigorously adhering to the relevant laws and by close attention to the underlying risks through a set of procedures that include: - the use of and delivery to suppliers and exhibitors of Technical Regulations for Exhibitions, which contains the rules to which exhibitors and suppliers must adhere when carrying out their work; - meetings to train and raise awareness of safety in general and specifically when setting up exhibitions; - internal structures dedicated to exhibition safety, structures and security in general, safety inspections; - the application of rigorous procedures for identification and control of third parties that are not clients (i.e. organisers, exhibitors and visitors) with access to the exhibition sites; - contract protection.

49 FIERA MILANO 2011 ANNUAL REPORT Management report 49 Administrative liability of entities Legislative Decree 231/2001 of 8 June 2001 introduced the discipline governing administrative liability of legal entities, companies and of associations without legal status adapting Italian law to meet some international conventions and requiring the adoption and effective implementation of organisational and management models. To meet the requirements of this Legislative Decree, the Group companies have introduced organisational and management models that are constantly monitored and updated. As a result of the organisational changes in Group companies in 2011 and given the continuous extension of the aforementioned Legislative Decree to cover other criminal offences, it cannot be ruled out that if crimes are committed under the provisions of the law by persons having a functional connection to Fiera Milano SpA and its subsidiaries for their own interest or advantage, that the models adopted could be considered by the competent Authority to be inadequate or not sufficiently updated, resulting in sanctions under the law being imposed. Risks connected to third-party liability In carrying out the activities of Fiera Milano Group unforeseen damage could occur to property or persons within the exhibition sites. The simultaneous presence of numerous workers with different contracts (employees, external suppliers in direct contractual relations with the Group and/or sub-contractors of other companies, etc.) also makes any eventual attribution of responsibility very difficult in cases of damage to property or persons, with potential consequences for the business of the Company and its corporate image. The Fiera Milano Group has taken out insurance policies to guard against these risks and has set up an internal unit (Exhibition Safety) responsible for circulating safety information and material for the correct management of such risks. 4. Financial risks The disclosure required by IFRS 7 concerning financial assets and liabilities in the Explanatory and Supplementary Notes to the Accounts gives details of financial risk. 5. Other minor risks Risks connected to dependency on suppliers of services and outsourcers Fiera Milano Group uses and, to a certain extent, is dependent on the supply of services connected to the management of the exhibition sites and congress centre, particularly when setting up, managing and dismantling exhibitions (including setting up exhibition stands, security, catering, equipment hire, etc.). The success of Group activities also depends on the degree of cooperation and the quality and efficiency of service suppliers operating within the exhibition sites. The internal structures of the Group which manage the portfolio of suppliers and outsourcers guarantees constant control of the quality of the services supplied both at the time that a contract is renewed and on a daily basis. The Group is also able to make any necessary replacement of an important service provider

50 Management report FIERA MILANO 2011 ANNUAL REPORT 50 quickly and smoothly given its position on the market and the way it has broken down the activities assigned to third-parties. Significant events after the end of the financial period In January and February 2012 the Parent Company continued the buyback of treasury shares that began in September 2011 with the authority given at the Ordinary Shareholders Meeting of 21 April After 31 December 2011 the Parent Company purchased 17,903 treasury shares at an average price per share of Euro At the date of the present Annual Report the total number of treasury shares held was 917,398, equal to 2.18% of the share capital. On 23 January 2012, through Hannover Milano Fairs India, a company 100% owned by Hannover Milano Global Germany GmbH, the Group acquired 50% of a New.Co, called Global Fairs & Media Private Ltd, from The Indian Express Ltd. This transaction also involved the transfer from The Indian Express Ltd of the business division related to the Hospitality World Exhibition and the relevant specialist publication to the New.Co for a consideration of Euro million. On 27 January 2012, the Board of Directors of the Parent Company approved the merger by incorporation of the 100% controlled company, TL.TI Expo SpA into its parent company Fiera Milano SpA. This transaction followed the acquisition by the Parent Company of the non-controlling interests in TL.TI Expo SpA, equal to 11.69% of the share capital. The acquisition which took the shareholding to 100% was finalised on 17 January 2012 for a consideration of Euro million. Business outlook In a changing market environment, given the recessionary expectations and the consequent impact on the reference industrial sectors, the Group is cautious on the outlook for In particular, it is likely that the current environment could have negative repercussions on exhibitions held in Italy. However, there are positive signs from the exhibitions organised abroad. The Group expects net exhibition space occupied in Italy and abroad to exceed 1.8 million net square metres and it should generate a gross operating profit of over Euro 20 million, barring any further negative changes in the reference economic scenario. The Fiera Milano Group continues to monitor attentively the situation and its development but, due to the uncertainty, has decided to communicate the medium-term targets to the market only once it has acquired more reliable valuation and forecasting data. In the meantime, the Group confirms that it is focused on the internationalisation process, developing the exhibitions portfolio and is operating with a more efficient structure following the incisive actions taken over the last three years.

51 FIERA MILANO 2011 ANNUAL REPORT Management report 51 Economic and financial performance of Fiera Milano SpA Given the merger by incorporation of the 100% controlled company Rassegne SpA into its parent company Fiera Milano SpA on 20 May 2011, the table below on the economic and financial performance of Fiera Milano SpA includes pro-forma data for the 2010 financial year, which assumes the merger by incorporation of Rassegne SpA into the Parent Company and, therefore, includes the business of direct organisation of exhibitions. FIERA MILANO SPA INCOME STATEMENT (amounts in 000) pro-forma % % Revenues from sales and services 212, , Cost of materials Cost of services 107, , Costs for use of 3rd-party assets 55, , Personnel expenses 37, , Other operating expenses 5, , Total operating costs 207, , Other income 14, , Gross operating result 19, , Depreciation and amortisation 7, , Allowance for doubtful accounts and other provisions , Adjustments to asset values Net operating result (EBIT) 12, Financial income/(expenses) 1, Profit/(loss) of equity-accounted companies Profit/(loss) before income tax 14, Income tax 5, , Profit/(loss) from continuing operations 8, , Profit/(loss) form discontinued operations Profit/(loss) 8, , Total Cash flow 15, , Revenues from sales and services were Euro million, an increase of Euro million compared to the 2010 pro-forma figure of Euro million. The increase mainly reflects the different exhibition calendar as, in 2011, there were the directly organised biennial exhibitions, Host and Tuttofood, held in unevennumbered years, which had a greater impact on revenues than the biennial exhibitions held in 2010, an even-numbered year; in 2010, the biennial exhibitions were mainly hosted rather than being directly organised (the main one being Mostra Convegno Expocomfort). There was also a strong performance from the annual exhibitions held in 2011, particularly Macef due to the show-workshop section on living (Macef-AbitaMi), and Made Expo. Fiera Milano SpA operates almost exclusively on the domestic market and a breakdown of sales by geographic region is, therefore, meaningless.

52 Management report FIERA MILANO 2011 ANNUAL REPORT 52 The Gross operating result was Euro million compared to the 2010 pro-forma figure of Euro million, an increase of Euro million. The increase in the gross operating profit reflects the trend in revenues described above but also an increase in operating expenses due to higher personnel expenses from the redundancy incentives paid by the Parent Company. However, the weight of operating expenses on revenues was lower than in the preceding financial year due to the cost containment policies. As regards other income, a comparison with 2010 must take account of the fact that in 2010 Fondazione Fiera Milano contributed Euro million to the anti-crisis measures implemented by the Fiera Milano Group whilst, in 2011, this figure was Euro million. The net operating result (EBIT) was Euro million compared to a negative pro-forma figure of Euro million at 31 December The increase of Euro million reflected lower depreciation of the company IT system, which was totally depreciated during the financial year, and lower provisions for disputes. These were, in part, offset by higher provisions for doubtful receivables. Net financial income was Euro million, an increase of Euro million compared to the pro-forma figure for 31 December The increase mainly reflects higher dividends received from subsidiaries that were partly offset by a higher cost of financing as a result of the trend in interest rates. The net result at 31 December 2011 was Euro million after taxes of Euro million compared with the pro-forma net result for the preceding financial year of Euro million after taxes that were positive for Euro million. The increase in tax mainly reflects the increase in IRAP tax. There was also a release of provisions made in prior financial periods for pre-paid taxes taken against tax losses carried forward and risk provisions deduction of which was deferred to the time of utilisation. Further details regarding taxes are given under the relevant paragraph in the Explanatory and Supplementary Notes to the Consolidated Financial Statements.

53 FIERA MILANO 2011 ANNUAL REPORT Management report 53 FIERA MILANO SPA - RECLASSIFIED BALANCE SHEET (amounts in 000) 31/12/11 31/12/10 pro-forma Goodwill and intangible assets with an indefinite useful life 70,271 70,192 Intangible assets with a finite useful life 17,094 17,708 Tangible fixed assets 13,446 14,990 Financial assets 94,211 89,906 Other non-current assets - 2,162 A Non-current assets 195, ,958 Inventories 1,071 2,585 Trade and other receivables 47,311 51,232 B Current assets 48,382 53,817 Trade payables 23,467 19,805 Payments received on account 41,462 33,283 Tax liabilities 2,033 1,018 Provisions for risks and charges and other current liabilities 31,939 19,751 C Current liabilities 98,901 73,857 D Net working capital (B - C) -50,519-20,040 E Gross capital employed (A + D) 144, ,918 Employee benefit provisions 5,182 6,736 Provisions for risks and charges and other non-current liabilities 2,706 5,318 F Non-current liabilities 7,888 12,054 G NET CAPITAL EMPLOYED continuing operations (E - F) 136, ,864 H NET CAPITAL EMPLOYED discontinued operations - - TOTAL NET CAPITAL EMPLOYED (G + H) 136, ,864 covered by: I Equity 75,432 66,837 Cash & cash equivalents -3,601-3,526 Current financial (assets)/liabilities 50,784 99,553 Non-current financial (assets)/liabilities 14,000 - Net financial position (continuing operations) 61,183 96,027 Net financial position (discontinued operations) - - L Net financial position (TOTAL) 61,183 96,027 NET EQUITY AND NET FINANCIAL POSITION (I + L) 136, ,864 The entries in the Reclassified Statement of Financial Position correspond to those in the Fiera Milano SpA Statement of Financial Position. Net invested capital was Euro million at 31 December 2011, a decrease of Euro million compared to the 2010 pro-forma figure. Net working capital, the balance of current assets and current liabilities, moved from a negative pro-forma figure of Euro million at 31 December 2010 to a negative figure of Euro million 31 December Fiera Milano SpA has structural negative net working capital due to the favourable cash management cycle of exhibitions where advance payment of part of the attendance fee is made by clients. Furthermore, Fiera Milano SpA also manages these activities on behalf of third-party organisers and, in this way, generates positive

54 Management report FIERA MILANO 2011 ANNUAL REPORT 54 cash flows also from renting exhibition space. The change in current liabilities is consistent with the change in payables to exhibition organisers and pre-payments caused by the different exhibition calendar, and also to payables to suppliers. Shareholders equity was Euro million, an increase of Euro million compared to the pro-forma figure at 31 December 2010 mainly attributable to the net profit for the period. The net financial position at 31 December 2011 was net debt of Euro million compared to pro-forma net debt of Euro million at 31 December The reduction in net debt mainly reflects the increase in operating cash flow from higher payments and pre-payments for exhibitions. Furthermore, a five-year financing for Euro 20 million to cover investments by the Parent Company also enabled the movement of part of current bank borrowings to non-current bank borrowings. Investments in the financial year to 31 December 2011 totalled Euro million and the breakdown was as follows: INVESTMENTS ( 000) Full year Full year to 31/12/11 to 31/12/10 pro-forma Intangible fixed assets 2,943 2,256 Tangible fixed assets 2, Other fixed assets 4,772 11,905 Total investments in non-current assets 10,028 14,832 Investments in intangible fixed assets totalled Euro million and were mainly for functional upgrades to the company information system, the implementation of other projects and acquisitions of software. Investments in tangible fixed assets were Euro million for equipment for the Rho exhibition site, improvements to the exhibition site and electronic equipment. Investments in financial fixed assets were Euro million and were for the acquisition of Business International SpA from Fiera Milano Congressi SpA, finalised as part of the merger by incorporation of Expopage SpA and Business International SpA into Fiera Milano Editore SpA (now called Fiera Milano Media SpA) and for the foreign subsidiaries for the establishment of Fiera Milano India Pvt and OOO Fiera Milano and to share capital transactions in joint venture companies.

55 FIERA MILANO 2011 ANNUAL REPORT Management report 55 Fiera Milano SpA personnel Composition and turnover At 31 December 2011, permanent employees totalled 430 and the breakdown compared with 2010 was as follows: PERMANENT EMPLOYEES AT YEAR END (units) 31/12/11 31/12/2010 pro-forma Managers Middle management and office staff Total The number of permanent employees fell by thirty-five compared to the pro-forma figure for previous financial year. This decrease was the result of the corporate reorganisation in the Parent Company carried out in In 2011, permanent employees in the Company rose by thirty-one units compared to the unadjusted 2010 figure, of which nineteen came from the incorporation/ divestment of business divisions of Group companies (six from the merger of Fiera Food System SpA and thirteen from the divestment of the business division of Expopage SpA), and twelve to strengthen the marketing areas. Those who left the Company totalled sixty-six of which ten through voluntary redundancies, twenty by mutual agreement and thirty-six through compulsory redundancy. The turnover of employees, calculated as the difference between those joining and those leaving the Company as a percentage of the average number of employees, was 21% in 2011 compared to 4.3% in Employees on fixed-term contracts went from four in 2010 to five in In 2011, as part of the agreements with the Milan Polytechnic, the Bocconi University, the Università Cattolica del Sacro Cuore, Iulm, Fondazione Fiera Milano and the Province of Milan, Fiera Milano SpA set up nineteen internships in various areas of the Company (communications, marketing, human resources, the exhibitions division). The average length of these internships was six months. Part-time employees numbered forty-one in 2010 and fifty-three in 2011 of which thirty-five held part-time horizontal jobs and eighteen held part-time vertical jobs. In 2011, the Exceptional Temporary Lay-Off Scheme, started in October 2010, continued and involved eightyone employees. On 15 July, Fiera Milano SpA initiated the mobility procedure under Articles 4 and 24 of Law 223 of Following meetings held in July, August and September the number of excess personnel went from sixty-two to forty-nine. On 27 September 2011, the administrative phase of the procedure was concluded with the signature of an agreement with the Trade Unions governing the external and internal relocation of twenty-four employees and the compulsory redundancy for the remaining employees on the criteria of nonopposition with effect from 1 November 2011.

56 Management report FIERA MILANO 2011 ANNUAL REPORT 56 Following the consensual resolution of the employment contract and the relocation of resources inside the Group and outside with third-party companies, the number of excess employees had fallen to thirty-three. In accordance with the agreement these employees were compulsorily made redundant effective from 1 November Employees of Fiera Milano SpA can be divided into three main categories: - Executives with managerial roles; - Middle management with specialist roles; - Office staff involved in office and technical support activities. Fiera Milano has no manual workers as all activity connected to providing exhibition and setting-up services is subcontracted to external suppliers. The breakdown of employees by length of service indicates the high level of loyalty to the Company and confirms the figures for the previous financial year. The table below gives a percentage breakdown of employees by length of service: BREAKDOWN OF EMPLOYEES BY LENGTH OF SERVICE 31/12/11 31/12/2010 pro-forma < 10 years 58% 54% From 10 to 20 years 18% 17% > 20 years 24% 29% Total 100% 100% Governing employment contracts National Collective Employment Agreement Fiera Milano SpA uses the National Collective Employment Agreement for employees of companies in the tertiary, distribution and services sectors, and has a Supplementary Company Contract for non-executive personnel that is renewed every four years and was last renewed in In September 2010, an agreement was reached between Fiera Milano SpA and the Trade Unions which resulted in a review of certain clauses in the company collective employment agreement, for example, a change in working hours (from 36 to 40 hours a week) and the introduction of a system for banking hours, which can be drawn upon at times of peak activity. In addition to the remuneration received under the collective agreement, the company collective employment agreement provides for a variable annual bonus linked to the attainment of target increases in productivity, profitability and quality of service provided. Equal opportunities and non-discrimination Fiera Milano SpA is particularly aware of diversity and equal opportunities and they are included in its Code of Ethics, which states: Fiera Milano SpA offers all its employees the same work opportunities, ensuring that all are treated equally based on merit and without any form of discrimination.

57 FIERA MILANO 2011 ANNUAL REPORT Management report 57 Those in positions of responsibility must: - use merit, competence and strictly professional criteria for any decision relating to an employee; - select, hire, train, remunerate and manage all employees without discrimination; - create a work environment where personal traits cannot give rise to discrimination. Fiera Milano interprets its role as an enterprise to protect the working conditions and the physical and mental wellbeing of the employee, his/her moral character and to avoid any employee suffering, unlawful influences or undue discomfort. In particular, with regard to the employment of women, every two years Fiera Milano SpA prepares a report on equality of the sexes in hiring, training and promotion, and other matters so as to provide a picture of the composition of the employees by gender as required by Legislative Decree no. 198 of 11 April In 2011 female employees numbered 254, 59.1% of the total. Safety The safety of all its employees is mandatory for Fiera Milano SpA and it makes significant investments to ensure their safety. In 2011, the Company held safety training courses for its technical staff. Training In 2011, the number of training programmes was similar to that of The programmes covered technical-specialist training (technical training for e-service, the customer database and the updating of the CRM system), language training (available to all employees through the implementation of an e-learning system) and the provision of obligatory education and training courses (in first aid, data protection and fire training under the updated organisational model, Legislative Decree 231). 425 members of staff took part in the training programmes for a total of 252 person days. Environment Environmental policies The nature of its activities means that Fiera Milano SpA has little environmental impact. However, the Company is particularly attentive to the responsible and efficient use of energy resources, through careful management of its normal business activities and in its design of new plant with innovative features. To this end, Fiera Milano SpA has a team of two employees dedicated to Energy Management. Emissions The energy emissions produced by Fiera Milano SpA are in part variable, depending on the presence of events and the emissions linked to them, and, in part, constant over the course of the year, linked to the energy consumption of the exhibition venues. Historical data on energy consumption of primary sources indicates that, despite the much larger size of the new site at Rho, there has been a significant reduction in emissions, mainly due to the centralisation of the heating systems in the new site and the use of heat supplied through the district heating network.

58 Management report FIERA MILANO 2011 ANNUAL REPORT 58 Waste management Fiera Milano SpA complies with the laws governing waste management, dividing the different types of waste it produces and following the legal requirements for its disposal. Waste is collected by a specialist company authorised to dispose of it, which, by recycling the waste into basic types and then subjecting each category to further treatment, obtains secondary raw materials. Sustainable mobility The Company policy aims to reduce energy consumption, acoustic pollution, and emissions of greenhouse gases, and reduce the use of individual transport means and better organise working hours so as to avoid traffic congestion. The Company has appointed a mobility manager, responsible for Company mobility and attaining the aforementioned objectives.

59 FIERA MILANO 2011 ANNUAL REPORT Management report 59 Performance of subsidiaries It should be noted that all Group companies prepare their own Financial Statements in accordance with Italian accounting standards or those of the country in which they are based. However, for foreign companies the figures given below are those prepared under IAS/IFRS accounting standards. Each company prepares and approves a model drawn up using IAS/IFRS standards which is then sent to the Parent Company to prepare the Consolidated Financial Statements. Italian Exhibitions The Parent Company is active in this segment - details on its performance are given in the preceding paragraphs of the present Annual Report as are TL.TI Expo SpA and Milan International Exhibitions Srl. TL.TI Expo SpA Share capital Euro 1,282,851 fully paid-up. Direct shareholding: 88.31% TL.TI Expo SpA organises and manages the most important Italian exhibition, called Transpotec&Logitec, in the transport and logistics sector. TL.TI EXPO SPA ( 000) Italian GAAP Full Year Full Year at 31/12/11 at 31/12/10 Revenues from sales and services Gross operating result Net profit/(loss) ,064 Net capital employed 2,186 2,861 covered by: Equity 1,223 2,121 Net financial debt/(cash) Investments - 1 Employees (units at year end) - - Data refer to the whole company The shareholding of Fiera Milano SpA went from 29.81% in 2010 to 88.31% in 2011 following the merger by incorporation of the subsidiary Rassegne SpA into the parent company Fiera Milano SpA. In the financial year to 31 December 2011, it had revenues of Euro million, a year-on-year increase (of Euro million) from the organisation of the Logistics and Autotransport Forum. The gross operating result went from a negative figure of Euro million in 2010 to a negative figure of Euro million in 2011.

60 Management report FIERA MILANO 2011 ANNUAL REPORT 60 The company currently has no permanent employees. The Preliminary Financial Statements to 31 December 2011 show a loss of Euro million, which the Sole Director of the Company has proposed to the Shareholders Meeting should be covered by using Euro million from the share premium reserve and Euro million from the retained profit reserve. Milan International Exhibitions Srl Share capital Euro 120,000 fully paid-up. Direct shareholding: 20% MILAN INTERNATIONAL EXHIBITIONS SRL ( 000) Italian GAAP Full Year at 31/12/11 Revenues from sales and services - Gross operating result -33 Net profit/(loss) -34 Net capital employed -13 covered by: Equity 86 Net financial debt/(cash) -99 Investments 5 Employees (units at year end) 1 Data refer to the whole company Milan International Exhibitions Srl is a company with its registered office in Rho that was established on 1 December 2011 by the Parent Company and the Milan Chamber of Commerce, which has a shareholding of 80% through its company Parcam Srl. The company will support exhibition promotional and sales activities abroad by identifying potential new exhibitors. The Preliminary Financial Statements to 31 December 2011 show a loss of Euro million, which the Board of Directors has proposed to the Shareholders Meeting should be allocated to retained profits.

61 FIERA MILANO 2011 ANNUAL REPORT Management report 61 Foreign Exhibitions The following companies are involved in the direct organisation of exhibitions outside Italy: Hannover Milano Global Germany GmbH, a joint venture with Deutsche Messe AG of Hannover, Cipa FM, Eurofairs, Fiera Milano India Private Ltd and OOO Fiera Milano. Hannover Milano Global Germany GmbH Share capital Euro 25,000 fully paid-up. Shareholding: 49% Hannover Milano Global Germany GmbH Hannover Milano Global Germany GmbH is the joint venture company between Fiera Milano SpA and Deutsche Messe AG (the owner of the exhibition centre in Hannover) in which Fiera Milano has a shareholding of 49%. The company operates in China through two other companies, Hannover Milano Fairs Shanghai Co. Ltd and Hannover Milano Fairs China Ltd (with its registered office in Hong Kong), and two permanent offices in Guangzhou and Beijing, and in India through Hannover Milano Fairs India Pvt Ltd, which has its registered office in Mumbai. HANNOVER MILANO GLOBAL GERMANY GMBH ( 000) Italian GAAP Full Year Full Year at 31/12/11 at 31/12/10 Revenues from sales and services 21,667 15,333 Gross operating result 7,576 4,329 Net profit/(loss) 4,167 2,459 Net capital employed 1,659 1,149 covered by: Equity 14,967 12,292 Net financial debt/(cash) -13,308-11,143 Investments Employees (units at year end) Data refer to the whole company The gross operating profit in the financial year to 31 December 2011 was Euro million, a year-on-year increase that was in line with that of revenues, which reflected the increase in the exhibition space occupied. Particularly good performances came from the exhibitions held in China - Chinafloor Domotex Shanghai, Motor Show and PTC Asia Shanghai. The company had sixty-six employees, fifty-five in China and eleven in India. The net profit at 31 December 2011 was Euro million.

62 Management report FIERA MILANO 2011 ANNUAL REPORT 62 Cipa FM Publicaçoes e Eventos Ltda Share capital Euro 389,326 fully paid-up. Share capital held through Eurofairs: 75% CIPA FM PUBLICAÇÕES E EVENTOS LTDA ( 000) IAS/IFRS Standards Full Year at 31/12/11 Revenues from sales and services 8,273 Gross operating result 2,178 Net profit/(loss) 1,060 Net capital employed 7,832 covered by: Equity 10,601 Net financial debt/(cash) -2,769 Investments 113 Employees (units at year end) 59 Data refer to the whole company On 27 January 2011, the acquisition of 75% of the share capital of Cipa FM, a well-known company in the exhibition sector in Brazil, was finalised through the subsidiary Eurofairs. In the financial year under review, Cipa FM had Euro million of revenues and a gross operating profit of Euro million. At 31 December 2011, the net profit was Euro million. Eurofairs International Consultoria e Participações Ltda Share capital Euro 9,368,854 fully paid-up. Direct shareholding: 99.98% Share capital held through Nolostand SpA: 0.02% EUROFAIRS INTERNATIONAL CONSULTORIA E PARTICIPAÇÕES LTDA ( 000) IAS/IFRS Standards Full Year at 31/12/11 Revenues from sales and services - Gross operating result -658 Net profit/(loss) -1,280 Net capital employed 7,251 covered by: Equity 7,813 Net financial debt/(cash) -562 Investments - Employees (units at year end) - Data refer to the whole company Eurofairs, a company with its registered office in Sao Paulo, generated no revenues in the period under review and had a negative gross operating result of Euro million and a net loss of Euro million.

63 FIERA MILANO 2011 ANNUAL REPORT Management report 63 OOO Fiera Milano Share capital Euro 239,435 fully paid-up. Shareholding: 100% OOO FIERA MILANO ( 000) IAS/IFRS Standards Full Year at 31/12/11 Revenues from sales and services - Gross operating result -11 Net profit/(loss) -9 Net capital employed 10 covered by: Equity 231 Net financial debt/(cash) -221 Investments - Employees (units at year end) 1 Data refer to the whole company OOO Fiera Milano, a company with its registered office in Moscow, the share of capital of which was fully subscribed by the Parent Company on 7 July 2011, generated no revenues in the financial year under review and had a negative gross operating result of Euro million and a net loss of Euro million. Fiera Milano India Private Ltd Share capital Euro 145,533 fully paid-up. Shareholding: 99.99% FIERA MILANO INDIA PRIVATE LTD ( 000) IAS/IFRS Standards Full Year at 31/12/11 Revenues from sales and services - Gross operating result -236 Net profit/(loss) -237 Net capital employed 88 covered by: Equity 329 Net financial debt/(cash) -241 Investments - Employees (units at year end) 4 Data refer to the whole company Fiera Milano India, with its registered office in New Delhi, the share of capital of which was fully subscribed by the Parent Company on 27 September 2011, generated no revenues in the financial year under review and had a negative gross operating result of Euro million and a net loss of Euro million.

64 Management report FIERA MILANO 2011 ANNUAL REPORT 64 Stand-fitting Services Nolostand SpA Share capital Euro 7,500,000 fully paid-up. Shareholding: 100% Nolostand is the market leader in Italy and Europe in designing and constructing exhibition systems, both prefabricated and customised, and in providing technical stand-fitting services. NOLOSTAND SPA ( 000) Italian GAAP Full Year Full Year at 31/12/11 at 31/12/10 Revenues from sales and services 33,207 30,345 Gross operating result 3,018 2,841 Net profit/(loss) -1, Net capital employed 6,593 7,715 covered by: Equity 7,278 8,493 Net financial debt/(cash) Investments 4,015 2,203 Employees (units at year end) The Financial Statements of Nolostand SpA at 31 December 2011 showed revenues of Euro million, Euro million higher than those of the preceding financial year. The increase was mainly due to the framework agreement governing the operations of the stand-fitting activities with the Parent Company, which was effective from May 2010, and to the good performance of the stand-fitting services carried out for exhibitions held during the financial year and, lastly, to new events and exhibitions organised by third-parties which were not present in the preceding financial year (in particular, Bio Europe, Eurospine, World Business Forum and ESH a congress on hypertension). The increase in the gross operating profit was less than that of revenues as the revenue increase reflected a higher quota of customised stands, which generate lower margins. The net result of the company was impacted by higher depreciation following the investments in the financial year and also provisions for doubtful receivables. At 31 December 2011, the company had forty-six permanent employees, an increase of two employees compared to 31 December The Preliminary Financial Statements to 31 December 2011 show a loss of Euro million, which the Sole Director of the company has proposed to the Shareholders Meeting should be covered by the use of other reserves for Euro million, the use of the legal reserve for Euro million and by the retained profit reserve for Euro million.

65 FIERA MILANO 2011 ANNUAL REPORT Management report 65 Media Fiera Milano Media SpA Share capital 2,803,300 fully paid-up. Shareholding: 100% Fiera Milano Media SpA is a content provider and service supplier for on line and off line services and is involved in the organisation of exhibitions and congresses. FIERA MILANO MEDIA SPA ( 000) Italian GAAP Full Year Full Year Full Year at 31/12/11 at 31/12/10 at 31/12/10 pro-forma Revenues from sales and services 17,098 21,471 11,533 Gross operating result 815 2,905 2,177 Net profit/(loss) -1, Net capital employed 7,081 8,958 5,731 covered by: Equity 4,978 7,437 3,864 Net financial debt/(cash) 2,103 1,521 1,867 Investments Employees (units at year end) The Financial Statements to 31 December 2011 had revenues of Euro million, Euro million lower than the pro-forma figure for the preceding financial year. The decrease reflects the decline in revenues from Information Communication Technology services, advertising revenues and from poster advertising. The gross operating profit was Euro million, compared to a pro-forma figure of Euro million for 2010: the positive trend in operating costs mitigated the negative effect of the decline in revenues. The net result was negative for Euro million, compared to a pro-forma profit of Euro million for 2010, a decrease of Euro million, in line with the decrease in the gross operating profit. At 31 December 2011, Fiera Milano Media SpA had eighty-eight permanent employees, twenty-two less than the pro-forma figure for year-end The Preliminary Financial Statements to 31 December 2011 show a loss of Euro million, which the Board of Directors has proposed to the Shareholders Meeting should be covered by the use of other reserves.

66 Management report FIERA MILANO 2011 ANNUAL REPORT 66 Congresses This segment includes Fiera Milano Congressi SpA. Fiera Milano Congressi SpA Share capital Euro 2,000,000 fully paid-up Shareholding: 100% Fiera Milano Congressi SpA organises and manages congresses and conventions held in the congress centre, MiCo (Milano Congressi), located in the fieramilanocity exhibition site. The company also uses the congress centre in the fieramilano exhibition site (Stella Polare) and a site called MoMeC in the centre of Rome. FIERA MILANO CONGRESSI SPA ( 000) Italian GAAP Full Year Full Year at 31/12/11 at 31/12/10 Revenues from sales and services 29,034 21,591 Gross operating result 3,331 2,673 Net profit/(loss) Net capital employed 3,925 7,959 covered by: Equity 4,931 4,866 Net financial debt/(cash) -1,006 3,093 Investments 2,191 1,087 Employees (units at year end) revenues were Euro million compared to Euro million in the preceding financial year. The increase is mainly attributable to the important congresses held in 2011 in the new congress centre, the largest in Europe, called MiCo (Milano Congressi), which is located in the Milan downtown exhibition site. The gross operating profit was Euro million, an increase of Euro million compared to the previous financial year. The increase in the gross operating profit was less than that in revenues as there was an increase in some maintenance expenses for extraordinary work necessitated by the start-up of activities in the new congress centre, higher expenses for use of third-party assets reflecting the higher rent payable to Fondazione Fiera Milano following the launch of MiCo, and an increase in related promotional expenses. The Company had thirty-eight employees, one less than in the 2010 financial year.

67 FIERA MILANO 2011 ANNUAL REPORT Management report 67 The Preliminary Financial Statements to 31 December 2011 show a net profit of Euro million, which the company Board of Directors has proposed to the Shareholders Meeting should be distributed following allocation of 5% of the net profit to the legal reserve. Other information 1. Equity investments held by members of the Administrative and Control bodies and by the General Managers and Executives with strategic responsibilities The following table shows equity investments in Fiera Milano SpA and its subsidiaries held by members of the Administrative and Control bodies, the General Managers and the Executives with strategic responsibilities, as well as by their spouses not legally separated and children that are minors, directly or through subsidiary companies, trust companies or intermediaries, in the shareholders register at 31 December 2011, or from communications received or information obtained directly from the relevant parties. Full name Investee No. of shares No. of No. of No. of shares company held shares shares held at 31/12/2010 purchased sold at 31/12/2011 Directors Michele Perini Fiera Milano SpA Enrico Pazzali Fiera Milano SpA 10,000 20,000-30,000 Attilio Fontana Fiera Milano SpA Renato Borghi Fiera Milano SpA Roberto Baitieri Fiera Milano SpA Pier Andrea Chevallard Fiera Milano SpA Fiorenzo Dalu Fiera Milano SpA Giampietro Omati Fiera Milano SpA Romeo Robiglio Fiera Milano SpA Statutory Auditors Damiano Zazzeron Fiera Milano SpA Alfredo Mariotti Fiera Milano SpA Stefano Mercorio Fiera Milano SpA Executives with strategic responsibilities Fiera Milano SpA - 5,560-5,560 It should be noted that none of the aforementioned category of persons held shares in the subsidiary companies of Fiera Milano SpA. 2. Treasury shares At 31 December 2011, Fiera Milano SpA held no. 899,495 treasury shares and held no shares in its controlling entity Fondazione Fiera Milano. During 2011, Fiera Milano SpA acquired no. 67,900 treasury

68 Management report FIERA MILANO 2011 ANNUAL REPORT 68 shares at an average price of Euro 3.74 per share. The nominal value of these treasury shares is Euro 1.00 per share. Following the acquisition of 51% of the share capital of the companies ExpoCTS SpA and Fiera Milano Tech SpA (incorporated in Rassegne SpA from 2009) by Fiera Milano SpA, these Fiera Milano SpA shares became treasury shares. These shares had been subscribed by Intel Srl and ExpoCTS SpA in their capacity as organisers of events held in the Milan exhibition venue, as part of the tranche reserved during the IPO for this type of investor. The shares, subscribed at the listing price of Euro 7.5 per share, gave the right to receive one bonus share for every share subscribed after three years of uninterrupted possession of the original shares, therefore, until 12 December 2005, and on condition that a current contract existed to lease exhibition space from Fiera Milano SpA. The bonus shares received were part of a new three-year lock-up agreement, which expired on 2 March The shares in the portfolio of Rassegne SpA, which came from Fiera Milano Tech SpA, had been transferred by Intel Srl to the new company Fiera Milano Tech SpA when it contributed its own exhibition business division to the latter company. The value of the shares, established by the assessor appointed by the Milan Court to value the business division to be contributed, including the right to receive a further 32,000 shares at the end of the three-year period, is Euro 475,520. The shares in the portfolio of Rassegne SpA, which came from ExpoCTS SpA, are in the accounts at the subscription value of Euro 834,375. During the financial year to 31 December 2011, ownership of the treasury shares held by Rassegne SpA (no. 286,500 shares) passed to the Parent Company Fiera Milano SpA, as a consequence of the merger by incorporation finalised on 20 May Report on Corporate Governance and Ownership Structure at 31 December 2011 Fiera Milano SpA, an issuer of shares listed on the regulated market, and specifically in the Segment for companies that meet the highest requirements of Borsa Italiana SpA (the STAR segment), uses a corporate governance system the meets the requirements of enacted laws, existing regulations and those of the Borsa Italiana Self-Regulatory Code for Listed Companies (hereinafter the Self-Regulatory Code). The Company has adopted a traditional administration and control model based on the existence of a Board of Directors and a Board of Statutory Auditors. With this Report on Corporate Governance and Ownership Structure (hereinafter the Report), Fiera Milano SpA provides an account of its corporate governance system, information regarding the ownership structure and disclosure on its compliance with the recommendations inherent in the principles and application criteria of the Self-Regulatory Code. The term corporate governance is used to identify the body of rules and procedures adopted for the management and control of joint stock companies. An effective and efficient company organisation model must be capable of managing, using the correct means, the business risks and potential conflicts of interest that can arise between Directors and Shareholders and between shareholders with a controlling interest and

69 FIERA MILANO 2011 ANNUAL REPORT Management report 69 those with a non-controlling interest in the Company. These aspects are of even greater significance in listed companies with a wide shareholder base. As part of the initiatives aimed at maximising shareholder value and guaranteeing the transparency of management actions, Fiera Milano SpA has drawn up consistent and clear rules of conduct, governing both its organisational structure and its third-party relations, in particular those with Shareholders, which conform to national and international best practice. Disclosure on the ownership structure Share capital The issued and fully paid-up share capital is Euro 42,147, (forty-two million one hundred and forty-seven thousand four hundred and thirty-seven/00) made up of no. 42,147,437 (forty-two million one hundred and forty-seven thousand four hundred and thirty-seven) registered shares each of nominal value Euro 1.00 (one). The shares are indivisible and each carries one voting right except for any of its own shares held by the Company, either directly or indirectly, which do not have this right. The Company has issued no other financial instruments with rights to subscribe to newly issued shares. The Company has no share-based incentive plans that involve an increase, even without payment, of the share capital. Restrictions on the transfer of shares There are no restrictions on the transfer of shares. Significant shareholdings According to the shareholders register and communications received pursuant to Article 120 of Legislative Decree of 24 February 1998, no. 58 (hereinafter the Consolidated Finance Act), the shareholders that at 31 December 2011 held, directly or indirectly, shares equal to 2% or more of the share capital were as follows: SIGNIFICANT SHAREHOLDINGS Declarant Direct shareholder No. of % of ordinary shares share capital Fondazione E.A. Fiera Internazionale di Milano Fondazione E.A. 26,157, Fiera Internazionale di Milano Total 26,157, Camera di Commercio Industria Artigianato Parcam srl 2,723, e Agricoltura di Milano Camera di Commercio Industria Artigianato e Agricoltura di Milano Total 2,723, Fondazione Cariplo Fondazione Cariplo 1,020, Total 1,020, Banca Popolare di Milano SCRL Banca Popolare di Milano 1,062, Banca Akros 39, Total 1,101,

70 Management report FIERA MILANO 2011 ANNUAL REPORT 70 Shares with special rights No shares with special rights have been issued. Employee stock options: mechanism for exercising rights There are no employee stock option plans. Restrictions on voting rights There are no restrictions on voting rights. Shareholder agreements There are no Shareholder agreements as under Article 122 of the Consolidated Finance Act. Change of control clauses and provisions in the articles of association regarding tender offers There have been no changes in the control clauses as provided for under Article 123-bis, paragraph 1, letter h of the Consolidated Finance Act. As regards tender offers, the Company s Articles of Association are in line with current regulations on the passivity rule nor do they foresee the application of the neutralisation measures under Article 104-bis, paragraphs 2 and 3 of the Consolidated Finance Act. Mandates to increase the share capital and authorisations for the acquisition of treasury shares There exist no mandates to increase the share capital as provided under Article 2443 of the Italian Civil Code. The Ordinary Shareholders Meeting of 21 April 2011, having revoked the mandate of 15 April 2010, renewed the authorisation granted the Board of Directors, pursuant to and in accordance with Article 2357 of the Italian Civil Code, to acquire the shares of the Company in one or more tranches over an eighteen month period starting from the date the authorisation was approved. Given this authorisation, the Company acquired treasury shares. At 31 December 2011, Fiera Milano SpA held directly no. 899,495 treasury shares, equal to 2.13% of the share capital. Direction and coordination With regard to organisational and management autonomy, at the present time, Fiera Milano SpA is not subject to any direction or coordination, pursuant to Article 2497 and following of the Italian Civil Code, by its parent company, Ente Autonomo Fiera Internazionale di Milano. Any presumption of direction and coordination, resulting from the relationship of control, is to be considered nonexistent as evidenced by assessments made, which show that Ente Autonomo Fiera Internazionale di Milano exerts no decisive influence on the long-term strategic plans or annual budgets of Fiera Milano SpA or on its investment decisions, nor does it determine its policies regarding the acquisition of goods and services on the market, or coordinates any business initiative or activity in the sectors in which the Company and its subsidiaries operate. Compliance Fiera Milano SpA adheres to the 2006 Self-Regulatory Code amended in March The Self-Regulatory Code is available on the Borsa Italiana SpA website The governance structure of Fiera Milano SpA is not affected by non-italian legal provisions. Board of Directors The Board of Directors has a central role in the Company organisation and is responsible for its activities and

71 FIERA MILANO 2011 ANNUAL REPORT Management report 71 strategic and operating guidelines, as well as for verifying that the necessary controls exist to monitor the Company and Group performance. Appointments and replacements As required by law and by the Company s Articles of Association, the appointment of members of the Board of Directors is made from lists presented by shareholders who, either alone or in association with other shareholders, hold shares with voting rights that represent at least 2.5% of the shares with voting rights in ordinary shareholders meetings, as required by the Company s Articles of Association and by Consob Deliberation no of 25/01/2012. The lists must be deposited at the registered office of the Company at least twenty-five days preceding the date fixed for the first convocation of the shareholders meeting and must be made available to the public at least twenty-one days prior to this date in compliance with enacted regulations. Ownership of the minimum amount required to present lists is based on the shares that are registered to the shareholder on the day on which the lists are deposited with the Company. To prove ownership of the minimum number of shares required to present lists, the Shareholders must provide within the time for the publication of the lists by the Company the relative certification released in accordance with law by authorised intermediaries. Each list must be accompanied, within the aforementioned time, by (i) information concerning the identity of the shareholders that have presented the list and the percentage of the company held by these shareholders (ii) statements in which each candidate agrees to be a candidate and declares that there is no reason that would make them ineligible or incompatible and that they meet the necessary requirements under enacted law to be appointed, including any requirements of independence as established by the Statutory Auditors and as required by law and by the Self-Regulatory Code (iii) a curriculum vitae of the business career of each candidate, indicating directorships and executive positions held. It is also a legal requirement that at least one Director is appointed from the list presented by minority shareholders that has obtained the highest number of votes and which is in no way connected, even indirectly, with the shareholders who presented, or joined together to present, or voted for the list that received the highest number of votes. Under the Company s Articles of Association at least one of the members of the Board of Directors, or two members if the Board is made up of more than seven members, must be considered independent by the Statutory Auditors in accordance with enacted law (Article 148 of the Consolidated Finance Act). Furthermore, Fiera Milano SpA, as a company belonging to the STAR segment of the Italian Equity Market of Borsa Italiana SpA, is required to ensure that it has two independent Directors in a Board of Directors of up to eight members and three independent Directors in a Board of Directors of between nine and a maximum of fourteen members. The Self-Regulatory Code also recommends that an adequate number of independent Directors are appointed to the Board of Directors by applying the principles and criteria under articles 2 and 3 of the aforementioned Self-Regulatory Code. As indicated in the Self-Regulatory Code, a Director of a listed company is not normally considered independent if: a) the Director directly or indirectly, even through a subsidiary, fiduciary company or intermediary person,

72 Management report FIERA MILANO 2011 ANNUAL REPORT 72 controls the issuer or is capable of exercising significant influence on it, or is part of a shareholding agreement through which one or more parties can exercise control or have a significant influence on the Company; b) a Director has, or has held in the previous three financial years, a significant role (Chairman, Executive Director, executive with strategic responsibilities) in the Company or in one of its subsidiaries of strategic relevance or in a company which is subject to common control by the Company, or in a company or entity which, also with others through a shareholding agreement, controls the issuer or is capable of exercising significant influence on it; c) in the preceding financial year, the Director has or has had, directly or indirectly, a significant business, financial or professional relationship with: - the issuer, one of its subsidiaries or any of its top management; - someone who, also together with others through a shareholding agreement, controls the issuer, or if a company or entity with any of the relevant top management; or who is, or in the last three financial years has been, an employee of any of the aforementioned entities; d) a Director receives or has received in the previous three financial years from the issuer, or one of its subsidiaries or from a parent company, significant additional remuneration to the compensation agreed for a non-executive Director of the issuer, or to the remuneration for being a member of a board recommended in the Self-Regulatory Code, including any incentive plans linked to company performance, including those that are share-based; e) a Director has been a Director of the Company for more than nine of the previous twelve years; f) a Director is an executive Director in another company in which an executive Director of the issuer is also a Director; g) a Director is a shareholder or Director of a company or entity belonging to the group of the company that is appointed as the legal auditor to the issuer; h) a Director is closely related to a person in any of the situations described above. The indications of the Self-Regulatory Code regarding the requisite independence of Directors have been adopted in full by companies in the STAR segment as part of the enacted Rules for Markets Organised and Managed by Borsa Italiana SpA. Composition of the Board of Directors The Board of Directors appointed at the Shareholders Meeting of 16 April 2009, from a single list presented by the majority Shareholder, Ente Autonomo Fiera Internazionale di Milano, will hold office until approval of the Financial Statements to 31 December 2011 (Table 1 attached to the present Report gives the structure of the Board). The Board is composed of nine Directors: Michele Perini, born in Milan on 12 March 1952, Chairman; Enrico Pazzali, born in Milan on 23 May 1964, Chief Executive Officer; Attilio Fontana, born in Varese on 28 March 1952, Deputy Vice Chairman and independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-Regulatory Code; Renato Borghi, born in Milan on 30 October 1948, Vice Chairman and independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-Regulatory Code; Roberto Baitieri, born in Sondrio on 22 November 1966, independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-Regulatory Code;

73 FIERA MILANO 2011 ANNUAL REPORT Management report 73 Pier Andrea Chevallard, born in Turin on 24 May 1951, independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-Regulatory Code; Fiorenzo Dalu, born in Milan on 11 March 1952; Giampietro Omati, born in Saronno on 15 October 1940, independent Director under the Self-Regulatory Code; Romeo Robiglio, born in Montechiaro d Acqui (AL) on 20 January 1931, independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-Regulatory Code. With regard to the aforementioned independent Directors, it should be noted that their number, in relation to the total number of Directors on the Board of Directors, is greater than the minimum number required by law and under the existing Rules. The Board of Directors verified that these Directors met the requirements for independence of Directors at the board meeting of 9 May 2011 and the Board of Statutory Auditors, as part of its responsibilities under the law, verified on the same date the correct application of the criteria and procedures employed by the Board of Directors to ascertain the independence of these members. The Chairman of the Board of Directors and the Chairman of the Board of Statutory Auditors have therefore verified the requisite independence of these Directors on the basis of the relevant statements provided in accordance with the law. Brief curriculum vitae giving the personal and professional qualifications of each Director and a list of the main appointments held are given below. Michele Perini A graduate in Economics & Commerce from the Bocconi University, he is married and has two children. He is Chairman of SAGSA Spa, a company operating in the office furniture sector, and has been Chairman of Fiera Milano SpA since 27 October Among other positions that he holds, he is Chairman of Museimpresa and also of the merchant bank, Pentar. He is a Board Director of Siam 1838, Company for the Encouragement of Arts and Trades. He is also the Honorary Chairman of the Leonardo da Vinci Science & Technology Museum of Milan, a Board Director of Copaim and of ISPI. From 2001 and 2005, he was the Chairman of Assolombarda, where from he was Chairman of the Small Enterprise segment and where he remains a member of the Board and of the Committee. Until June 2010 he was a Board and Committee member of Confindustria. He has also been a Board Director of Il Sole 24 Ore and of the Bocconi University. He is currently a Board Director of Assufficio. Active also in company affairs, Michele Perini is part of the Managing Board of Telefono Azzurro. Enrico Pazzali A graduate in Business Economics from the Bocconi University in Milan and specialised in Employment Management, from 1990 to 1995 he held marketing position at Bull HN Information System Italia; from 1995 to 1997 he was responsible for the development and implementation of automation at Shell Italia SpA and, from 1997 to 2000, was Sales Manager for Italy for Compaq SpA. Subsequently and until 2002, he was corporate

74 Management report FIERA MILANO 2011 ANNUAL REPORT 74 sales director for North-West Italy for Omnitel-Vodafone SpA. From , he was Strategic Marketing and Business Development Director and Group Chief Marketing Officer for Poste Italiane SpA. In 2005 and 2006 he was the Central Director of Organisation and Personnel and Resources and Information Systems for the Lombardy Region and, from July 2008 to September 2009, was a member of the Board of Directors of Sogei SpA. Since April 2009, he has been the Chief Executive Officer of Fiera Milano SpA having been its Director General from January Attilio Fontana A graduate in law from the State University of Milan, in 1980 he set up his own company and since 1988 has been a lawyer entitled to represent clients in the Court of Cassation. He was a member of the Advocates and Procurators Council of Varese for three mandates and is registered in the Register of Auditors of Accounts. Since 1995 he has held many appointments and, since 2006, has been the Mayor of Varese and is currently also a member of the National Directive Committee of Anci. Since 2008, he has been the Vice President of the National Association of Città dei motori. He has been Deputy Vice Chairman of Fiera Milano SpA since April Renato Borghi A well-known entrepreneur in the garment distribution sector, since 1998 he has been the Vice Chairman of the Union of Commerce, Services and Professions of the province of Milan; he is the Vice Chairman of the National Institute for Tourism Research, Deputy Vice Chairman of the Lombard Regional Union of the Union of Commerce and Services, and has also been Chairman, since 2000, of the Federazione Moda Italiana; he is a member of the Committee of the Chamber of Commerce, Industry, Crafts and Agriculture and Delegate Vice Chairman of Confcommercio Nazionale, and an Administrative Director. He has been a member of the Board of Directors of Fiera Milano SpA since April 2009 and, since February 2010, has also been its Vice Chairman. Roberto Baitieri In 2000, he began his business career in the sectors of property and tourism. From , he was a Board Director of the 2005 Lombardy Foundation Committee. From 2003 to 2010, he was a founding partner and Chairman of the Board of Directors of the Lombardy Club Foundation. Since 2006, he has been involved administration and coordination of the development and restructuring programme for all the stations belonging to the Ferrovie Nord Milano Group. Since 2007, he has been Vice Chairman of the Sondrio Società di Sviluppo locale SpA. He has a member of the Board of Directors of Fiera Milano SpA since April Pier Andrea Chevallard A graduate in Political Sciences from the University of Turin, in , he and his partners set up a consultancy company specialised in international market analysis, the formulation of intervention programmes for the Italian Public Administration, and strategic consultancy for business associations, responsible for personnel management and economic and financial management. From , he was Director General of Promos, a special company within the Milan Chamber of Commerce for promoting international business and for external relations; in , he was a board member of Finlombarda SpA - a financial company for the development of Lombardy. Since 2001 he has been the Secretary General of the Milan Chamber of Commerce. Currently, in addition to being a member of the Board of Directors of Fiera Milano SpA, he is a

75 FIERA MILANO 2011 ANNUAL REPORT Management report 75 Director of the following companies: Infocamere ScpA, Tecnoholding SpA, Tecnoinvestimenti Srl, Infocert SpA, Finlombarda SGR SpA, Parcam Srl, Italconsult Srl, and Milan International Exhibitions Srl. Fiorenzo Dalu In 1973 he went to work for Banca Popolare di Milano: in 1985 he became Manager of the Turin development office and in 1989 became Head of Branch and later of the Region. Within the Banca Popolare di Milano group, he was Director General of Banca di Legnano from 2002 to From 2008 to May 2011, he was Director General of Banca Popolare di Milano. He is currently a member of the Board of Directors of the Istituto Centrale Banche Popolari Italiane, of Unione Fiduciaria SpA and of Fiera Milano SpA. Giampietro Omati From , he worked in the office of the Chairman of the Lombardy Region. From , he was a member of the Regional Control Committee of the Lecco section and was its Chairman from 1982 to He has also been Chairman of the Auditors College of the Ente Provinciale del Turismo of Como. From he was Chairman and Chief Executive Officer of Società Campione D Italia SpA. Since February 2005, he has been Manager of Coordination Activity of the General Secretariat of Confartigianato Nazionale. He joined Fiera Milano SpA Group in 2003 and was a member of the Board of Directors of the subsidiary Fiera Milano Editore SpA until April 2007, of Fiera Milano Congressi SpA since April 2007 and of Cipa FM since January He has been a member of the Board of Directors of Fiera Milano SpA since April 2009 and a member of the Board of Directors of Banca Popolare Lecchese since April Romeo Robiglio In 1976 he was appointed Assistant Director of the Milan headquarters of Credito Italiano and from was the Chief Executive Officer of a multinational company operating in the mechanical engineering sector. He has been a Director and member of the Executive Committee of Fondazione Cariplo ( ) and of Intesa Asset Management ( ). From he was Vice Chairman of the Industrial Association of Novara and, since 2004, has been a board Director of Esatri SpA, a company belonging to the Intesa group. He has been a member of the Board of Directors of Fiera Milano SpA since October With the exception of the Chief Executive Officer, all other members of the Board are non-executive Directors since none have any management responsibility. As regards any positions of Director or Statutory Auditor held by members of the Board of Directors in other companies listed on regulated markets, also foreign, or in financial, banking or insurance companies or companies of significant size, please refer to the section above and Table 1 of the present Report. Role of the Board of Directors and Delegated Bodies The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Company; specifically, it may take any action deemed appropriate or useful to achieve the Company objectives, except for those which, pursuant to law, are reserved for the Shareholders Meeting. In addition to those responsibilities that by law are the exclusive preserve of the Board of Directors, the Company s Articles of Association specifically assign it the following responsibilities:

76 Management report FIERA MILANO 2011 ANNUAL REPORT 76 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) the purchase, underwriting and transfer on its own behalf of shares, shareholdings or investments in other companies, including newly incorporated companies, and the transfer of option rights, except for normal treasury investment operations; the conferral of fixed or other assets to other companies in the process of incorporation or already incorporated; any form of loan taken out by the Company which exceeds 30% of shareholders funds; taking out mortgages, charges or other guarantee rights of any type on all or a significant part of the bonds, property or assets of the Company; approval of the budget; the granting of bank guarantees from the Company to third-parties; the stipulation of property-related contracts, with the exception of property rental contracts for a period not exceeding six years, agreed as part of the Company business; the acquisition, divestment, creation, lease and contractual licensing agreements for patents, brands, models, internet sites and/or domains, satellite or cable television channels, editorial publications, royalties and similar and any intellectual property rights in general that are connected to the corporate objectives of the Company; the appointment, use of consultants, and authorisation of services not covered by the budget and exceeding Euro 100,000 to third-parties that are in no way connected to the Board; the appointment and removal of the Manager responsible for preparing the company accounts. The Board of Directors is also responsible for the following: (k) the decision to merge in circumstances pursuant to Articles 2505 and 2505-bis Code Civil; (l) the setting up and closure of branch offices; (m) the reduction of the share capital in cases of shareholder rescission; (n) altering the Company s Articles of Association so that they adhere to the law; (o) the transfer of the registered office to another location in the same Province. The Chief Executive Officer is vested with all the powers necessary for the ordinary and extraordinary management of the Company, except for those matters which are the exclusive preserve of the Board of Directors. The Chief Executive Officer provides the Board of Directors, at least quarterly, with adequate information on the general progress of operations, on the foreseeable outlook for the business, as well as on the more significant transactions carried out by the Company and its subsidiaries. The Directors notify the Board of Statutory Auditors in a timely manner in writing, and at least quarterly at the meeting of the Board of Directors, of any material economic, financial or equity-related transactions carried out by the Company and its subsidiaries so that the Board of Statutory Auditors of Fiera Milano SpA may evaluate if the transactions approved and implemented conform to the law and to the Company s Articles of Association and are not manifestly imprudent, risky or go against any resolutions passed by the Shareholders Meeting or could compromise the integrity of the Company shareholders equity. As regards the provisions of point 1.C.3 of the Self-Regulatory Code, concerning an opinion of the Board about the maximum number of appointees as Directors or Statutory Auditors in listed companies, financial institutions, banks, insurance companies or companies of a significant size, it should be noted that the current articles of association of the Company do not stipulate a maximum number of directors.

77 FIERA MILANO 2011 ANNUAL REPORT Management report 77 The meetings of the Board of Directors are usually scheduled according to a timetable approved at the start of the year in order to ensure maximum attendance at the meetings. The corporate calendar is available on the Company website in the Investor Relations section. During the financial year to 31 December 2011, the Board of Directors met eleven times with a regular and consistent attendance by Directors (the overall attendance rate was 93%). The attendance rate of independent Directors was 95.45%. Board Directors and Statutory Auditors receive the documentation and information sufficiently in advance of the date of the Board meeting to allow them to speak knowledgeably on the arguments submitted to them for discussion and approval. The Board of Directors evaluates annually the organisational and accounting systems of the Company, with particular reference to the internal control system and the management of conflicts of interest. The Chairman of the Board of Directors The Chairman directs the proceedings of the shareholders meetings, verifies the correct constitution of the meeting, checks the identity and the legitimate right of attendees, oversees its progress, including the rules governing the order and duration of any intervention, organises the voting system and the counting of votes, and scrutinises the results of any vote. The Chairman also has the duty to supervise national and international institutional relations, corporate communication, to coordinate strategies, the internal audit, and to verify that decisions taken by the Board of Directors are implemented, whilst assisting the Chief Executive Officer in the internationalisation of the Group. INTERNAL COMMITTEES WITHIN THE BOARD OF DIRECTORS The Board of Directors has set up two internal committees: the Internal Audit Committee and the Remuneration Committee, which have duties and functions that are in line with standards indicated in the Self-Regulatory Code and with best practice in corporate governance. The Board of Directors has not set up an internal Committee for nominations as, to date, there has been no need. Remuneration Committee A Remuneration Committee has been constituted within the Board of Directors. At the Board of Directors meeting of 17 April 2009, the Deputy Vice Chairman, Attilio Fontana, was appointed as the coordinator of the Remuneration Committee and the non-executive Directors, Fiorenzo Dalu and Giampietro Omati, were appointed as members of the committee. On 8 February 2010, following the resignation of the Director and Vice Chairman, Carlo Sangalli, and the cooption of the Director, Pier Andrea Chevallard, as part of the objective to take full advantage of the qualifications and experience of each Board member with regard to the role assigned and, in this way, improve the corporate

78 Management report FIERA MILANO 2011 ANNUAL REPORT 78 governance of the company, the Board of Directors decided to make some changes to the Committees. Specifically, as regards the Remuneration Committee, the Director, Fiorenzo Dalu, appointed to the Internal Audit Committee, was replaced by the non-executive independent Director, Romeo Robiglio. The members of the Remuneration Committee are remunerated for the work they do. During the financial year to 31 December 2011 the Remuneration committee met six times, with minutes taken, and carried out its responsibility of making proposals to the Board of Directors regarding the remuneration of the Directors and the Statutory Auditors of the subsidiaries. For information regarding the composition, activities and operation of the Remuneration Committee, reference should be made to the Report on Remuneration published in accordance with Article 123-ter of the Consolidated Finance Act. Remuneration of the Board of Directors On 16 December 2011, in compliance with the Self-Regulatory Code, the Board of Directors approved a general policy for remuneration within Fiera Milano SpA Group with particular reference to setting the remuneration of its own Directors, including those having particular duties and those with strategic responsibilities. Reference should be made to the Report on remuneration published in accordance with Article 123-ter of the Consolidated Finance Act for: - the general policy on remuneration - remuneration of executive and non-executive Directors - remuneration of executives with strategic responsibilities - compensation payable to Directors on resignation, dismissal or suspension of the working relationship. Internal Audit Committee An Internal Audit Committee has been set up within the Board of Directors, with consultative responsibilities and the authority to make proposals. It is composed of non-executive Directors, the majority of whom are independent. The Internal Audit Committee advises the Board of Directors with the aim of supporting it in its decisions and evaluations of the internal control system and the approval of the financial statements and the six month interim financial statements, and to help it identify, evaluate and manage any corporate risks. The Internal Audit Committee has the following remit: - to assist the Board of Directors in defining the guidelines of the internal control system and the periodical verification of the adequacy, effectiveness and efficient functioning of the internal control system, with particular emphasis on the requisite autonomy of internal control activities from operating areas; - to express a considered opinion on the interests of the Company and on the substantial correctness of conditions regarding related-party transactions, pursuant to the enacted Procedures for Related-Party Transactions adopted by the Company in accordance with Consob Deliberation no /2010 and the relative enacted organisational procedures;

79 FIERA MILANO 2011 ANNUAL REPORT Management report 79 - to express, as requested by the Chief Executive Officer of Fiera Milano SpA and as part of its responsibilities, to consult, investigate and propose, opinions on specific aspects regarding the identification of the main risks to the business as well as those relating to the design, setting up and management of the control system; - to evaluate, in collaboration with the Manager responsible for preparing the company accounts and the Independent Auditors, the correct application of accounting principles, as well as their consistent application within the Group in the preparation of the financial statements; - to express its opinion regarding the appointment or change in the Head of Internal Audit and the Manager responsible for the preparation of the company accounts, as well as the remuneration of the Head of Internal Audit in accordance with the Company s policies, in conjunction with the Remuneration Committee; - to express its opinion regarding the adoption and subsequent updating of the guidelines for the Manager responsible for the preparation of the company accounts; - to examine the work schedule prepared by the Head of Internal Audit as well as the reports periodically prepared by him/her regarding the internal control activities carried out, and to express an opinion thereon; - to examine the work schedule prepared by the company appointed to carry out the independent audit and the results in the auditors report on the financial statements and the report on the fundamental questions under Article 19, paragraph 3 of Legislative Decree no. 39/10 and any eventual letter of suggestions; - to express an obligatory but non-binding opinion on any intra-group service contracts that could come under the Rule governing the exercise of direction or coordination by the Parent Company; - to evaluate the adequacy of the Group s internal control, and in particular to express an opinion regarding the activities of control to be centralised in the Parent Company, the activities to be delegated to subsidiaries and the coordination mechanisms between central control units and peripheral departments; - to check the adequacy: (i) of the system of delegation and proxies, (ii) of the system for prevention of conflicts of interest involving company executives and members, (iii) of the guidelines governing relationships between clients and suppliers and consultants and professionals; - to monitor and check the integrity of information systems and the observance of procedures for the internal management and external communication of inside information, as well as the procedure for maintaining and updating the register of persons with access to inside information; - to provide a written report to the Board of Directors, at least every six months, on approval of the full-year financial statements and the six month interim financial statements, on the activities carried out and on the adequacy of the internal control system, proposing any necessary procedural and organisational changes that may be considered opportune; - to carry out any additional duties requested by the Board of Directors. The Chairman of the Board of Statutory Auditors, or a member of the Board of Statutory Auditors delegated by him, participates in meetings of the Internal Audit Committee. The Internal Audit Committee, in carrying out its activities, has access to information and the corporate functions necessary to carry out its activities and may use external consultants. The Board of Directors at its meeting of 17 April 2009 appointed the following as members of the Internal Audit Committee: Roberto Baitieri and Romeo Robiglio, both independent non-executive Directors, and Carlo

80 Management report FIERA MILANO 2011 ANNUAL REPORT 80 Sangalli, non-executive Director. At the time of these appointments, the Board of Directors expressed its positive opinion on the professional accounting and financial experience of the Director, Mr Robiglio. Subsequently, following the resignation of the Director, Carlo Sangalli, and approval of the Board of Directors on 8 February 2010, Renato Borghi, non-executive and independent Director, and Fiorenzo Dalu, non-executive Director, became members of the Internal Audit Committee, while the Director, Romeo Robiglio, became a member of the Remuneration Committee. On the appointment of the Directors, Renato Borghi and Fiorenzo Dalu, to the Committee, the Board of Directors expressed its positive opinion on the professional accounting and financial experience of the Director, Mr. Dalu. The members of the Committee are remunerated for the work they do. During the financial year to 31 December 2011, the Internal Audit Committee held six meetings, minuted in accordance with the regulations. During the financial year, the Internal Audit Committee was focused on monitoring the implementation of the shared services of the Group; evaluating the work schedules prepared by the Head of Internal Audit, with relevant periodic reports on the audit activity; working with the Independent Audit Company on the jobs assigned it in the various Group companies and the relevant audit reports and the report on the fundamental questions under Article 19, paragraph 3 of Legislative Decree no. 39/10; and evaluating, together with the Manager responsible for preparing the company accounts and the auditors, the adequacy of the accounting principles applied and the methodology followed in applying the impairment test procedures under IAS 36. The Committee, as part of its prerogatives to monitor related-party transactions, requested the contents of the agreement signed on 27 April 2011 between Fiera Milano SpA and Fondazione Fiera Milano for the latter s participation in the anti-crisis initiatives for the 2011 financial year. The Internal Audit Committee has also exercised its prerogative to offer support to the Board of Directors by identifying, quantifying, managing and monitoring the main risks and acquiring information on the Risk Management process implemented by the Group. Internal Control System The internal control system of the Company and of the Group is made up of rules, procedures and organisational structures that are designed to identify, quantify, manage and monitor the main risks and to ensure conduct of a sound, correct business that meets pre-established objectives; it also contributes to guaranteeing (i) the protection of shareholder equity (ii) efficient and effective corporate activity (iii) reliability of financial reporting (iv) compliance with applicable laws and rules. Fiera Milano Group has developed an integrated risk management model inspired by internationally recognised Enterprise Risk Management (ERM) standards. The main aim is to have a systematic and pro-active approach to identifying the principal risks to which the Group is exposed and to identify as early as possible the potential negative effects, taking suitable action to mitigate these effects, and continuously to monitor the relevant exposure.

81 FIERA MILANO 2011 ANNUAL REPORT Management report 81 In order to achieve this Fiera Milano has compiled a catalogue of Group risks linked to the strategies being implemented, together with a risk mapping and risk scoring methodology, and has made the necessary organisational changes so as to identify the roles and responsibilities of those involved. Specifically, the Group integrated risk management process entails an annual (i) update of the risk catalogue according to the strategies implemented and the management and business model used; (ii) assessment of the risks by the management of Fiera Milano SpA and of its subsidiaries; (iii) consolidation of information and prioritisation of the risks and the consequent areas of action; (iv) tolerance analysis of any exposure identified and formulation of the appropriate management strategies/actions and the identification of those responsible for implementing such actions; (v) monitoring over time of any exposure that has been identified. The Internal Audit Committee and the Board of Statutory Auditors is informed of the results of the aforementioned processes. Risk management and internal control system for financial reporting The aforementioned integrated risk management model cannot be considered separately from the internal control system used for the financial information process as both are elements of the overall internal control system of Fiera Milano SpA. It should be noted that the process for preparing the annual and interim financial statements and, in particular, the processes to describe the principal risks and uncertainties to which Fiera Milano SpA and the Group are exposed, are strictly linked and coordinated to the information flows deriving from the Enterprise Risk Management (ERM) processes of the Company and of the Group, which aim to identify, evaluate and mitigate any corporate risks. In recent financial years, Fiera Milano SpA has modified its internal control system for financial reporting in keeping with the provisions of Law 262/05 so as to document, where necessary, the administrative and accounting control model adopted, and to schedule and carry out periodic checks on the operational effectiveness of the controls that are behind the certification processes of the Manager responsible for preparing the company accounts. The aforementioned administrative and accounting control model combines the internal procedures and methods used by the Company to attain the corporate targets of integrity, accuracy, reliability and timeliness of financial information. The approach of Fiera Milano SpA in formulating, implementing and continually updating the aforementioned administrative and accounting control model is in line with generally accepted best practice, the guidelines for the duties of the Manager responsible for preparing the company accounts under Article 154-bis of the Consolidated Finance Act issued by Confindustria, and is based on a process that complies with the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This reference model, based on the components of the internal control system (Control environment, Risk assessment, Control activities, Information & Communications, and Monitoring) necessary to attain the aforementioned financial reporting objectives favours, inter alia, the identification of coordination opportunities and the development of synergies among, for example, Enterprise Risk Management

82 Management report FIERA MILANO 2011 ANNUAL REPORT 82 activities, activities undertaken to comply with Decree Law 231/2001 and the activities of the Head of Internal Audit. The internal control system phases relating to the financial reporting system of Fiera Milano SpA can be divided into the following macro-categories: identifying processes, risks and controls; defining and updating administrative and accounting procedures; monitoring and updating administrative and accounting procedures. As part of the responsibilities and powers given him/her by the Board of Directors, the Head of Internal Audit must effectively implement any actions falling into the above categories. The main activities under the model used, and included in the macro-categories listed above, are summarised below. Identifying processes, risks and controls This category includes all activities concerned with identifying or updating the extent of analysis and monitoring carried out, the identification and assessment of risks, the planning of administrative and accounting procedures and the formulation and assessment of checks aimed at mitigating those risks. At least once a year, the Head of Internal Audit decides the areas of the Company and Group processes that will be subject to risk analysis and to monitoring of the controls existing in the administrative and accounting control model. This will be done using both quantitative and qualitative parameters to ensure that the most significant areas and/or those that pose the greatest risk of failing to meet the objectives of the financial reporting controls are included in the aforementioned areas. Defining the areas to be analysed and monitored necessitates identification of the relevant accounts, disclosures and connected processes so that the subsequent identification and assessment of controls, both at entity level and at process and transaction level, can effectively mitigate the risks inherent in the process of preparing financial information. With regard to identifying and assessing risk in financial reporting, the approach adopted considers both the risk of unintentional errors and those that may be caused by fraudulent activity, providing for the formulation and monitoring of checks and balances that address these types of risk, as well as coordinating the controls implemented with others in the overall internal control system. To support the assessment of inherent risk levels, the reference criteria used are based on the following main potential risk indicators, generally recognised by the reference best practice: changes in information systems, processes and procedures and other complex elements, for example, the complexity of information processing required by a certain process, a high level of transactions, or, for example, in processes that incorporate a considerable amount of estimates and valuations, the adequacy of the documentation and the reliability of the assumptions made. When significant risks in financial reporting are identified, the administrative and accounting control model provides for the appropriate identification of controls to mitigate these risks. Specifically, the approach adopted takes adequate account of both manual controls and the data system controls in the administrative and accounting functions, the so-called automatic system controls application, the general IT controls that

83 FIERA MILANO 2011 ANNUAL REPORT Management report 83 govern system access, the control of developments and modifications to the application systems, and the adequacy of the information structures. The administrative and accounting model, in line with reference best practice, ensures that the surveillance procedures for the processes, risks and controls is updated for significant changes in the Group administrative and accounting processes whenever necessary. Defining and updating administrative and accounting procedures Based on the results of monitoring the processes, risks and controls, the Head of Internal Audit defines or updates the administrative and accounting procedures and guarantees their adequacy as regards the internal control model and monitors the various phases of the definition or updating of the procedures. In particular, the updating of the administrative and accounting procedures is done in conjunction with the evaluation of the design of the controls and the continuous monitoring of their implementation. Monitoring and updating of administrative and accounting procedures The Head of Internal Audit constantly monitors the administrative and accounting procedures, with particular reference to those linked to the preparation of the financial statements, the consolidated financial statements and the summary half-year financial statements, as well as any action or communication of a financial nature that requires statements, attestations and declarations under paragraphs 2 and 5 of Article 154-bis of the Consolidated Finance Act, so as to ensure the adequacy and effective implementation of those procedures. To achieve this, special verification actions to ascertain the correct implementation of the controls incorporated in the administrative and accounting procedures exist. The checks, analyses, and verification of the administrative and accounting procedures are based on defining a test strategy that determines the modus operandi, the controls and ways of monitoring the procedural systems implemented. The timetable of the monitoring activity is prepared in such a way as to give priority to verifications of identified key controls, and to balance the objectives of efficiency with the requirement of achieving adequate coverage of the verification activities, introducing rotational tests for the significant processes and sub-processes of subsequent important balance sheet dates. With regard to the organisational aspects and to the roles involved in the various phases of formulating, implementing, monitoring and updating over time the administrative and accounting control model, it should be noted that specific information flows have been defined between the Head of Internal Audit and the corporate, administrative and control committees and the corporate executives and/or areas that, outside the Department of Administration, Finance and Tax, are involved in compiling, preparing and circulating the annual financial statements, the consolidated financial statements, the summary half-year financial statements, the interim management reports and, more in general, any information subject to attestation/ declaration by the Manager responsible for preparing the company accounts. The accounting and administrative model also covers specific information flows among Group companies and internal attestations/declarations. In preparing the annual and interim financial statements and describing the principal risks and uncertainties to which Fiera Milano SpA and the Group are exposed, the Head of Internal Audit works with

84 Management report FIERA MILANO 2011 ANNUAL REPORT 84 the Enterprise Risk Management of the Company and of the Group in order to identify and assess all corporate risks. With regards to the provisions of Article 36, as reiterated in Article 39, paragraph 3 of the Market Regulations, the Company and its subsidiaries have administrative and accounting systems that permit the accounting records prepared for the consolidated financial statements of companies that fall under this law to be made available to the public and which are also suitable to provide the information required by management and the Parent Company auditors to prepare the consolidated financial statements. Therefore, the conditions exist under Article 36, sections a), b), and c) of the Market Regulations issued by Consob also as regards the acquisition of the controlling shareholding in CIPA FM Publicacoes e Eventos Ltda made in Executive Director appointed as Head of Internal Audit The Board of Directors is responsible for the internal control system and, together with the Internal Audit Committee, for establishing its guidelines and periodically verifying that it is fit for purpose and is functioning effectively, ensuring that the principal corporate risks are identified and managed in an appropriate manner. The Chief Executive Officer is responsible for implementing the guidelines drawn up by the Board of Directors by setting up, managing and monitoring the internal control system. Head of Internal Audit The Head of Internal Audit is responsible for verifying that the Internal Control System is adequate, operational and working; he/she is not hierarchically answerable to persons responsible for operating areas but reports directly to the Chairman so that independence and autonomy are guaranteed. There is also a system for functional reporting to the Internal Audit Committee. The Head of Internal Audit has direct access to all the information necessary and to adequate means for carrying out his/her role. The Head of Internal Audit reports regularly to the Chairman and periodically to the corporate control bodies, the Internal Audit Committee and the Board of Statutory Auditors. Organisational model pursuant to Legislative Decree no. 231/01 The Company has adopted an Organisation, Management and Control Model in accordance with Legislative Decree no. 231/01. The aim of the Organisation, Management and Control Model is to describe the system of operating and conduct rules governing the Company s activities, as well as the additional controls that the Company has adopted in order to prevent any of the offences described in the Decree being committed. The Model covers the current organisational and control tools, such as the organigram, the system of proxies and delegations and the service orders. In particular, the Model aims to:

85 FIERA MILANO 2011 ANNUAL REPORT Management report 85 - ensure, amongst those persons operating in the name of and on behalf of the Company in areas where there is a risk of offences being committed and in areas vulnerable to the committing of offences, an awareness of the risk of committing an offence if the procedures received are violated, an event that might give rise to administrative or criminal sanctions not only for those persons but also for the Company; - emphasise that any form of unlawful behaviour is strongly condemned by the Company (even where the Company may apparently be in a position to derive some advantage from it) as it contravenes not only the law but also the corporate ethics to which the company wishes to adhere in carrying out its corporate mission; - permit the Company, through continuous monitoring of areas where there is a risk of offences being committed and of areas vulnerable to the committing of offences, to intervene promptly so as to prevent or act against the perpetration of any unlawful activity. The Company s Model is composed of a general part, which describes the contents of Legislative Decree no. 231/2001, the function and principles of the Model, the identification of activities at risk, the definition of protocols, the characteristics and functions of the Supervisory Body, the activities of training and information, the system of sanctions, and twelve special sections, each dedicated to a category of offence under Legislative Decree no. 231/2001: (i) crimes committed against the public administration (ii) corporate crimes (iii) crimes relevant to market abuse (iv) transnational offences (v) crimes against person committed in violation of workplace health and safety (vi) crimes concerning receiving, recycling and use of money and goods of unlawful origin (vii) IT crimes (viii) crimes of organised crime (ix) crimes against industry and trade (x) crimes of copyright infringement (xi) induction not to make statements or to make false statements to the court (xii) environmental crimes. Each special section gives a description of the sensitive activities, the instrumental procedures, and the general and specific supervision principles. The Model is completed by appendices, which are an integral part of it, that include the Code of Ethics and the reporting lines of each Organisational Unit to the Supervisory Body. The current version of the Model was adopted at the Board Meeting of 12 March 2012, which updated the Model with the addition of a further special section that incorporates the most recent legal change which added another criminal category under Legislative Decree no. 231/01 (environmental crimes). In order to monitor functioning, effectiveness and observance of the Model, and to ensure that it is updated, the Board of Directors has given a collective body the functions of a Supervisory Body, with the aforementioned duties. The Supervisory Body is composed of the Chairman, Michele Perini, who acts as Chairman of the Supervisory Body, the non-executive and independent Director, Pier Andrea Chevallard, who joined the Committee on 8 February 2010 as a replacement for Renato Borghi, of the Head of Internal Audit, Andrea Pizzoli, and of the lawyer, Ugo Lecis, acting as an external expert. The members of the Supervisory Body are remunerated for their work. The Organisational Model, in implementation of the terms of Article 6 paragraph 2 of Legislative Decree no. 231/01, provides for specific information flows to the Supervisory Body so that it can carry out more effectively the supervision and monitoring of the functioning of the Model.

86 Management report FIERA MILANO 2011 ANNUAL REPORT 86 With reference to the unlisted companies of the Group that have adopted their own organisational model, the Supervisory Body has conducted research on each of these in order to identify adequate technical/operational solutions that, while respecting the mandate and powers reserved for the same by the prevailing regulations, are appropriate to the dimensions and organisational context of each corporate entity, also taking account of the relevant guidelines issued by the Parent Company. Independent Auditors Accounting audit and control has been entrusted to PricewaterhouseCoopers SpA, a company registered in the specific Consob Register, in compliance with the combined provisions of Article 2409 bis of the Italian Civil Code and Article 155 and subsequent articles of Legislative Decree no. 58/98. The mandate was conferred by the Shareholders Meeting of 28 October 2005 and was renewed by the Shareholders Meeting of 10 January 2007, following the change in the balance sheet date of the financial year, and extended for a further six financial years by the Shareholders Meeting of 27 April 2007; the mandate relates to the financial year ended 30 June 2006 and the financial periods ending 31 December Manager responsible for the preparation of the company accounts The Board of Directors of the Company, on 15 May 2009, having previously sought the opinion of the Board of Statutory Auditors, appointed as Manager responsible for the preparation of the company accounts Mr. Flaminio Oggioni, previously the company s Director of Administration Finance and Tax, at the same time conferring on him, through the appropriate delegation of functions, adequate means and powers to carry out the duties attributed to him under enacted law. The Board of Directors also supervises the effective compliance with administrative and accounting procedures. The Company s Articles of Association require the Manager to be an expert in matters of administration, finance and control and to possess the same characteristics of personal integrity required for the Statutory Auditors under current legislation. The Manager s appointment is for three financial years and must not exceed the mandate of the Board of Directors that made the appointment. The period of the mandate of the current Manager is, therefore, the same as that of the current Board of Directors and expires with the approval of the Financial Statements for the year ending 31 December Board of Statutory Auditors Appointment of Auditors The Company s Articles of Association currently require that the appointment of the Statutory Auditors is made on the basis of lists presented by the Shareholders; the articles state that the position of Chairman of the Board of Statutory Auditors is granted to the first candidate on the second list by number of votes and who is in no way related, even indirectly, to those shareholders who presented, combined to present, or voted for the first-placed list by number of votes. Only those Shareholders who, individually or together, represent at least 2.5% of the share capital and are entitled to vote in the ordinary shareholders meeting have the right to present a list, as required by the Company s Articles of Association and by Consob Deliberation no of 25/01/2012. A shareholder who intends to present a list of candidates and who does not own a controlling

87 FIERA MILANO 2011 ANNUAL REPORT Management report 87 shareholding or the relative majority of the share capital of the Company must deposit a declaration stating the absence of any relationship with the controlling shareholder, as defined by the regulatory provisions. The lists must be deposited at the Company s registered offices at least twenty-five days before the date fixed for the first convocation of the Shareholders Meeting and must be made public by the Company at least twentyone days before the date fixed for the first convocation of the Shareholders Meeting. Ownership of the minimum amount required to present lists is based on the shares that are registered to the Shareholder on the day on which the lists are deposited with the Company. To prove ownership of the minimum number of shares required to present lists, the Shareholders must provide within the time for the publication of the lists by the Company the relative certification released in accordance with law by authorised intermediaries. Each list, deposited within the periods described above, must be accompanied by a declaration in which each candidate accepts the candidacy and declares that no reasons of ineligibility or incompatibility exist with reference to the accumulation of positions referred to below, that the requirements prescribed by enacted law relating to the assumption of the position are fulfilled, and must include a curriculum vitae of the career of each candidate that gives the administration and control positions held. The articles of association also provide that, without prejudice to situations of incompatibility under prevailing laws, any person who is already an acting Statutory Auditor in five companies listed on regulated markets may not take up a position as Statutory Auditor and, if elected, their mandate is nullified, except where different limits are established by laws which may periodically be introduced. Composition of the Board of Statutory Auditors The Board of Statutory Auditors was appointed by the Shareholders Meeting of 16 April 2009 on the basis of a single list presented by the controlling Shareholder, Ente Autonomo Fiera Internazionale di Milano and will remain in position until the approval of the Financial Statements to 31 December The Shareholders Meeting of 15 April 2010 appointed Stefano Mercorio as a standing Statutory Auditor to replace Pier Andrea Chevallard who resigned and was appointed a member of the Board of Directors at the same Shareholders Meeting. The Board of Statutory Auditors is composed of the following members: Damiano Zazzeron, born in Fagnano Olona (VA) on 5 September 1962, Chairman; Alfredo Mariotti, born in Gerenzano (VA) on 12 March 1946, Standing Statutory Auditor; Stefano Mercorio, born in Bergamo on 26 January 1963, Standing Statutory Auditor; Antonio Guastoni, born in Milano on 11 January 1951, Substitute Statutory Auditor; Pietro Pensato, born in Torremaggiore (FG) on 22 December 1939, Substitute Statutory Auditor. All the members possess the requisite qualifications of professionalism and personal integrity required by law, as well as the requirement of independence demanded of Directors by the Self-Regulatory Code, as verified by the collective Board of Statutory Auditors following their appointment. There follows a brief curriculum vitae for each Statutory Auditor, detailing the personal and professional qualifications of each.

88 Management report FIERA MILANO 2011 ANNUAL REPORT 88 Damiano Zazzeron A graduate in Economics and Commerce from the Università Cattolica del Sacro Cuore of Milan, he is a fully qualified chartered accountant (Dottore Commercialista) and is registered on the Register of Accounting Auditors. He has had many years experience in the following sectors: corporate restructuring, business combinations, banking foundations and, in particular, specific know-how of the non-profit sector. He is a frequent speaker at workshops and seminars on legal and tax matters relating to non-profit entities that have been organised by, among others, the Catholic University and by il Sole 24 Ore. He is the author of several specialist publications ( Onlus and Fondazioni Bancarie published by il Sole 24 Ore ). He works as a consultant or holds corporate positions in various companies and organisations that include the Teatro alla Scala Foundation (consultant), Fiera Milano SpA (Chairman of the Board of Statutory Auditors since 2003), SO.GE.MI. SpA (Statutory Auditor), Unioncamere Lombardia (Statutory Auditor) and Mediolanum Distribuzione Finanziaria SpA (Statutory Auditor). Alfredo Mariotti A graduate in Economics and Commerce at the Università Cattolica del Sacro Cuore of Milan and registered on the National Register of Accounting Auditors. Since 2003 he has been Secretary General of Federmacchine, the industry association for all the mechanical and mechanical accessory trade associations. He is also the Chief Executive Officer of Sofimu SpA (Holding), Secretary General of the Fondazione UCIMU, Director General of UCIMU - SISTEMI PER PRODURRE and is the Chairman of the Board of Statutory Auditors or a standing statutory auditor in several companies. He has been a Standing Statutory Auditor of Fiera Milano SpA since Stefano Mercorio A graduate in Economics and Commerce from the Università degli Studi di Bergamo, he is a fully qualified chartered accountant (Dottore Commercialista) and is registered on the Register of Accounting Auditors and is a business consultant; since October 2010 he has been a standing Statutory Auditor in Lediberg SpA and is also Chairman of the Board of Statutory Auditors, a standing Statutory Auditor, an Statutory Auditor and manager of numerous other companies. He has been a Standing Statutory Auditor of Fiera Milano SpA since April Antonio Guastoni A graduate in Economics and Commerce from the Università Commerciale Luigi Bocconi, he is a fully qualified chartered accountant (Dottore Commercialista) and is registered on the Register of Accounting Auditors. He holds several administrative and control positions. Pietro Pensato A chartered accountant registered on the National Register of Accounting Auditors and, since 1995, also registered on the register of employment consultants. He holds the position of standing Statutory Auditor in several limited companies and is a tax, administration and human resources administration consultant. During the financial year ended 31 December 2011, the Board of Statutory Auditors met twelve times and the overall attendance rate was 100%. Role and functions of the Board of Statutory Auditors The Board of Statutory Auditors, in accordance with Article 149 of Legislative Decree 58/98, monitors the Company s activities to ensure compliance with the law and the Company s Articles of Association; to ensure

89 FIERA MILANO 2011 ANNUAL REPORT Management report 89 compliance with the principles of correct administration; to ensure the adequacy of the company s organisational structure regarding positions and responsibilities, the internal control system and the administrative-accounting system, as well as the reliability of the latter in accurately representing management information; to ensure there exist the means of concrete implementation of the rules of corporate governance provided by the codes of conduct prepared by the companies responsible for the organisation and management of regulated markets and to ensure the adequacy of the regulations prepared by the Company and applicable to its subsidiaries, in accordance with Article 114 paragraph 2 of Legislative Decree 58/98. The Board of Statutory Auditors also oversees the legal auditing of the annual financial statements and the consolidated financial statements and the effectiveness of the internal audit and risk management systems, as well as the process for financial reporting. The Board of Statutory Auditors also monitors the independence of the Independent Audit Company, ensuring compliance with existing regulations and monitoring the nature and scale of the various accounting control services provided by the Independent Audit Company and its network of entities to the Company and its subsidiaries. In carrying out its activities the Board of Statutory Auditors also operates in conjunction with the internal control function and with the Internal Audit Committee on matters of common interest through meetings and exchanges of information. Procedures adopted by the Company Internal Dealing Code The Company has adopted an Internal Dealing Code, prepared in accordance with article 152-sexies and subsequent articles of Consob Regulation no /99 and subsequent modifications and additions, to take into account the regulations regarding market abuse. According to the Code, a number of relevant persons, and persons close to them, who have regular access to privileged information and the power to make management decisions that could affect the performance and prospects of the listed issuer, are obliged to inform the market of any transaction involving listed financial instruments issued by the company. The relevant persons covered by the provisions of the Internal Dealing Code are identified as the Directors, the Statutory Auditors, the Central Director of Administration, Finance and Tax, the Group Commercial Director, the Central Director for Corporate Affairs and the Central Director of Organisation and Human Resources, as well as the controlling shareholder, Ente Autonomo Fiera Internazionale di Milano, insofar as it owns a shareholding of more than 10% of the Company. The Code provides thresholds and terms of communication to the market and related sanctions in line with those established by Consob regulations. Consistent with the recommendations contained in the Rules for markets organised and managed by Borsa Italiana SpA, the current Internal Dealing Code provides for a black-out period of 15 days preceding the Board meeting convened to approve the Financial Statements for the period, during which the relevant persons (with the exception of persons holding at least 10% of the company) are prohibited from trading in financial instruments issued by the company, with some specific exceptions. The communications made in compliance with the Internal Dealing Code under article 152-octies, paragraph 7, of Legislative Decree no. 58/98 (filing models) are available on the company website in the section Investor Relations-Corporate Governance.

90 Management report FIERA MILANO 2011 ANNUAL REPORT 90 On 27 January 2012 the Board of Directors approved certain changes to the Internal Dealing Code. Given changes in the organisational structure of the Company, under which the Group Marketing Director s title changed to that of Director of International Marketing and Development, it was considered necessary to update the register of relevant persons, pursuant to Article 114, paragraph 7 and 152 sexies, letter c), of the Listing Rules; this now includes The Director for Exhibitions, the Director for Sales of New Services and the Director of Operations. Procedure for the management of privileged information The Company has adopted a Procedure for the internal management and the external communication of privileged information, which incorporates the provisions of regulations regarding market abuse, and which also governs the setting up of a Register of persons having access to privileged information. The procedure generally entrusts the management of privileged information relating to their relevant areas of competence to the Company Chief Executive Officer and the Chief Executive Officers of Group companies; it contains specific sections dedicated to the definition of privileged information, to the related procedures for managing privileged information, to the ways of dealing with so-called market rumours, and governs instances of delays in communicating to the market, the approval process for press releases, the setting up of a register of persons having access to privileged information, persons authorised to maintain external relations and persons obliged to maintain confidentiality. The Company has also adopted a specific Procedure for the maintenance and updating of the register of persons having access to privileged information, in order to regulate the means and responsibilities of maintaining and updating the register. The document identifies the individual responsible for managing the register, a privileged information committee and the individuals registered with it; and it governs the procedures for initial inclusion and subsequent updating of the register, as well as aspects regarding confidentiality obligations. Procedures for Related-Party transactions The Company has a Procedure for Related-Party transactions (hereinafter the Procedure). The current Procedure was adopted on 5 November 2010, in compliance both with the provisions of the Rule governing related-party transactions approved by Consob Deliberation no of 12 March 2010, subsequently modified by Consob Deliberation no of 23 June 2010 (hereinafter the Rule), and with the guidelines for the application of the Rule governing related-party transactions supplied by Consob with Communication no. DEM/ of 24 September 2010, and was then implemented by the Company starting from 1 January The new Procedure identifies the rules and measures to be adopted to ensure transparency and the substantial and procedural correctness of related-party transactions carried out directly by Fiera Milano SpA or through its subsidiaries. The Internal Audit Committee has been identified as the body designated to express a considered opinion on the interests of the Company and the substantial correctness of the relevant conditions for the completion of related-party transactions. The new Procedure takes advantage of the dispensation given in the Rule that, without prejudice to the requirements regarding the dissemination of information to the public, allows smaller listed companies or for

91 FIERA MILANO 2011 ANNUAL REPORT Management report 91 those with balance sheet assets or revenues as shown in the most recently approved Financial Statements that do not exceed Euro 500 million - the possibility of applying to Transactions of Greater Importance the guidance and approval procedures for Operations of Lesser Importance. The Board of Directors of the Company will periodically evaluate, and however at intervals of not more than three years, whether to update the Procedure taking into account, inter alia, any eventual changes to its assets, as well as the effectiveness of the application of the rules and guidance adopted. The Procedure is publicly available on the Company website, in the section Investor Relations Corporate Governance. The Company has also adopted Organisational Implementation Instructions with regard to the Procedure for Related-Party Transactions in order to: - establish the methods and timing for the preparation and updating of the related-party database compiled specifically in the light of the Procedure; - monitor the rules for identifying related-party transactions before they are finalised and to regulate the preliminary procedures by identifying those persons that should give and/or receive information, the subjects appointed to ascertain if a specific transaction comes under the application of the Procedure, as well as the means of guaranteeing the traceability of the transaction under examination; - establish the methods, timing and responsibility for managing the process of informing the public as required by the Procedure. Investor Relations The Company has adopted a communication policy with the objective of establishing a continuous dialogue with all Shareholders and, in particular, with institutional investors, ensuring the systematic and prompt dissemination of exhaustive information regarding its activities, while complying with the regulations regarding privileged information. It has therefore appointed an Investor Relations manager within the organisational structure of the company, who reports to the Chief Executive Officer. The methods employed for financial communication are those of systematic contact with financial analysts, institutional investors and the specialist media in order to ensure a full and proper understanding of the trends in the Company s strategic direction, the implementation of strategy and its impact on the results of the business. In addition, the Company believes that dialogue with investors is fostered by providing them with sufficient information to allow them to make informed decisions when exercising their rights and by organising the content of the Company s website ( so that they can access economic and financial information (annual financial statements, half-yearly and quarterly interim financial statements, presentations to the financial community), as well as updated data and documents of general interest to Shareholders (press releases, Company calendar, composition of the Company s governing bodies, Articles of Association, minutes

92 Management report FIERA MILANO 2011 ANNUAL REPORT 92 of Shareholder Meetings, an outline of the Group structure, the Code of Ethics, the Internal Dealing Code, and the related filing models etc.). Shareholders Meetings The Shareholders Meeting is conducted for the benefit of all shareholders and the resolutions approved in Shareholders Meetings, in accordance with the law and the articles of association, are mandatory and binding on all shareholders, including those who did not participate, who abstained or who dissented, although dissenting shareholders have rights of rescission where permitted. The Shareholders Meeting is convened and deliberates, in accordance with law and the regulations pertaining to companies with listed shares, on matters that are its right under the law. The Shareholders Meeting is authorised to approve, among other matters, in an ordinary or extraordinary meeting (i) the appointment or dismissal of members of the Board of Directors and of the Board of Statutory Auditors and their relevant remuneration and responsibilities, (ii) the approval of the financial statements and the allocation of profits, (iii) the purchase and disposal of treasury stock, (iv) changes to the Company s Articles of Association, (v) the issue of convertible bonds. The Company has not adopted rules for Shareholders Meetings as it believes that the statutory powers granted to the Chairman of the Shareholders Meeting, who is responsible for the direction of the meeting, including definition of the order and system of voting, permit the Chairman to maintain the orderly progress of Shareholders Meetings, while avoiding the risk of problems that might arise from any failure on the part of the Shareholders Meeting to observe the regulations. Under enacted law, legitimate attendance and the exercise of the right to vote in Shareholders Meetings is restricted to those who appear as shareholders on the seventh trading day prior to the date of the Shareholders Meeting and who present to the issuer the relevant communication from an intermediary that accords with the latter s accounting records on behalf of the person having the right to vote at the Shareholders Meeting using the aforementioned mechanism. Other corporate governance procedures Regulation of Direction and Coordination The Board of Directors of the Company has approved a Regulation for the exercise of powers of direction and co-ordination by the Parent Company. This document has been prepared with the objective of setting guidelines to govern the direction and coordination activity of the higher authority over the subordinate entity, with the aim of providing a solid base for the research and development of more extensive and more effective interrelationships. The Regulation identifies precise responsibilities regarding, respectively, the Company and its subsidiaries, within an unambiguous and reciprocal assumption of duties and it establishes precise governance procedures,

93 FIERA MILANO 2011 ANNUAL REPORT Management report 93 appropriately gauged to provide an equitable balance between requirements for centralisation and respect for the autonomous management of the subsidiaries. It also specifies that in the Group s regulatory hierarchy, the organisational regulations come below the Parent Company s Articles of Association and those of the various companies of the Group. This Regulation was approved by the Parent Company Shareholders Meeting on 15 April 2010 and, subsequently, in order for it to be adopted, was presented to the individual companies of the Group so that each of them could independently adopt it as the basis for their own operations. On 12 January 2011, the individual companies of the Group amended their own articles of association to make specific reference to the exercise of direction and coordination, pursuant to Articles 2497 and 2497-bis of the Italian Civil Code, by the Parent Company Fiera Milano SpA, as well as to judge the possibility for the Parent Company to centralise the management and, in the interest of the entire Group, specific functions for the subsidiaries as part of a shared services logic. Changes following the end of the financial year under review No changes have taken place in the corporate governance structure since the end of the financial year under review. Tables There are two tables on the following pages that summarise the Company s adoption of the main corporate governance aspects of the Self-Regulatory Code. The first table gives the structure of the Board of Directors and the internal committees. It shows the Directors and the category to which they belong (executive, non-executive and independent). This is followed by the composition of the various committees. The second table gives the composition of the Board of Statutory Auditors. It lists the members of the Board, both standing and substitute, and indicates if they have been nominated by the minorities lists. Both tables give information on the number of meetings held by the Board of Directors, the various committees and by the Board of Statutory Auditors and the percentage of attendance at meetings by each individual member. The tables also show the number of administrative positions held in other companies; these have been detailed in this Report.

94 Management report FIERA MILANO 2011 ANNUAL REPORT 94 TABLE 1 - STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES BOARD OF DIRECTORS Internal Remune- Control ration Committee Committee Position Constituent In office List Exec. Non Indep. Indep. (%) No. of *** * *** ** from/ exec. under under the * other until the Code Consol. positions Finance held Act (TUF) ** Chairman Michele Perini a b X 100% 1 Deputy Vice Attilio Fontana a b X X X 91% / X 100% Chairman Vice Chairman Renato Borghi a/d b X X X 91% / X 100% Chief Executive Enrico Pazzali a b X 100% / Officer Director Roberto Baitieri a b X X X 91% / X 83% Director Pier Andrea c / X X X 100% 1 Chevallard Director Fiorenzo Dalu a b X 73% 2 X 50% Director Giampietro Omati a b X X 100% 1 X 100% Director Romeo Robiglio a b X X X 100% 1 X 83% Board of Directors Internal Control Remuneration Committee Committee Number of meetings held in the financial year to 31 December NOTE *This column shows the attendance rate of Directors at Board Meetings and at Committee meetings (no. of times present/no. of meetings held during the appointment period of the person). **This column shows the number of other appointments held in listed companies, banks or insurance companies. ***An "X" in this column indicates that the member of this committee is also a member of the Board of Directors. a) Appointed by the Shareholders Meeting of 16 April 2009 for a three-year period ending with the approval of the Financial Statements to 31 December b) Appointed from the only list presented, which was that of the controlling shareholder Fondazione E. A. Fiera Internazionale di Milano. c) Co-opted by the Board of Directors on 8 February 2010 to replace Mr Sangalli, who resigned and was subsequently appointed a Director by the Shareholders Meeting of 15 April d) Appointed Vice Chairman on 8 February TABLE 2 - STRUCTURE OF THE BOARD OF STATUTORY AUDITORS BOARD OF STATUTORY AUDITORS Position Constituent In office List Independent (%) Number of other from//until under the * positions held** Code Chairman Damiano Zazzeron a b X 100% 20 Statutory Auditor Alfredo Mariotti a b X 100% 21 Statutory Auditor Stefano Mercorio c / X 100% 17 Substitute Auditor Antonio Guastoni a b Substitute Auditor Pietro Pensato d / Number of meetings held in the financial year to 31 December Quorum required for the presentation of lists of nominees 2.50% NOTE *This column shows the attendance rate of the statutory auditors at the meetings of the Board of Statutory Auditors (no. of times present/no. of meetings held during the appointment period of the person). **This column shows the number of appointments as director or statutory auditor held, in accordance with Article 148-bis of the Consolidated Finance Act. a) Appointed by the Shareholders Meeting of 16 April 2009 for a three-year period ending with the approval of the Financial Statements to 31 December b) Appointed from the only list presented, which was that of the controlling shareholder Ente Autonomo Fiera Internazionale di Milano. c) Appointed as a standing statutory auditor by the Shareholders Meeting of 15 April 2010 to replace Pier Andrea Chevallard following the latter s resignation. d) Appointed as a standing statutory auditor on 8 February 2010 following the resignation of Pier Andrea Chevallard. Pietro Pensato was reappointed as a substitute statutory auditor by the Shareholders Meeting of 15 April 2010.

95 FIERA MILANO 2011 ANNUAL REPORT Management report 95 Proposals for the Ordinary Meeting of Shareholders The ordinary meeting of Shareholders of Fiera Milano SpA is convened in Rho (MI), in the Auditorium of the new exhibition centre (Centro Servizi), Strada Statale del Sempione 28, (reserved parking is available with entry from Porta Sud), in first convocation on 27 April 2012 at a.m. and, if required, in second convocation on 28 April 2011 at the same time and place. (Report pursuant to Article 125-ter, paragraph 1, of Legislative Decree 24/02/1998, no. 58 and subsequent amendments) 1. The Financial Statements to 31 December 2011, Board of Directors Management Report, the Report of the Board of Statutory Auditors; related deliberations and resolutions Dear Shareholders, The preliminary Financial Statements for the financial year to 31 December 2011, which we submit for your attention, show net profit of Euro 8,848, which permit us to propose a dividend distribution of Euro 0.20 per share, gross of any withholding tax under law, payable to the no. 41,230,039 ordinary shares in circulation. We would also highlight that, as referred to in the Explanatory and Supplementary Notes to the Financial Statements, the incorporation of Rassegne SpA has involved, under OPI 2 (the Assirevi Preliminary Opinions on IFRS) on the accounting treatment of mergers in the annual financial statements, the use of the continuity of values principle. This has resulted in the incorporating entity recognising the assets and liabilities that are aggregated at the accounting values in the consolidated financial statements of the incorporating entity at 1 January 2011 (the date at which the accounting impact of the merger was effective) whilst the nonallocated portion, Euro 13,794,573, has been taken against the net equity of the incorporating entity post-merger. For a better understanding of the items making up the net equity of the Company, we propose that you approve the present preliminary accounts and deduct the aforementioned excess directly from Prior year profits/losses, which after this adjustment would be Euro 2,780,185. We also submit the Group Consolidated Financial Statements for the financial year to 31 December 2011 for your attention; although these are not subject to approval by the Shareholders Meeting, they are complementary to the information provided in the Financial Statements of Fiera Milano SpA. Given the above, we submit for your approval the following proposed resolution The Shareholders Meeting of Fiera Milano SpA, having considered the Board of Directors Management Report, the Report of the Board of Statutory Auditors and the Independent Auditors Report, and having examined the Financial Statements to 31 December 2011,

96 Management report FIERA MILANO 2011 ANNUAL REPORT 96 approves a) the Financial Statements for the year to 31 December 2011, made up of the preliminary statement of financial position, the preliminary statement of comprehensive income, the statement of changes in net equity, the statement of cash flows and of the relative explanatory and supplementary notes to the financial statements, which show a net profit Euro 8,848, as presented by the Board of Directors in its entirety, and in each individual item and with the proposed allocations, and the related Board of Directors Management Report; b) the allocation of the Profit for the period of Euro 8,848, as follows: ( ) Profit for the financial year 8,848, Allocation to Legal Reserve 442, Balance 8,406, Dividend of Euro 20 cents per share for each of the 41,230,039 ordinary shares (*) 8,246, Retained profits 160, (*) net of 917,398 treasury shares held by Fiera Milano on 12 March 2012 c) the payment, on 10 May 2012, of a dividend of Euro 0.20 to each of the no. 41,230,039 ordinary shares in issue, with an ex-dividend date of 7 May Payment to be made through the authorised intermediaries to whom the shares are registered in the Monte Titoli System; d) granting the authority to the Chairman and Chief Executive Officer, singly or together, that should the number of treasury shares change before the ex-dividend date, to: - add the dividend amount relating to any treasury shares acquired to the entry Retained profits ; - deduct from the entry Retained profits the amount of the dividend relating to any treasury shares sold. 2) Appointment of the Board of Directors and its Chairman, following decisions regarding the number of Directors and the duration of their mandate; decision regarding the relative remuneration. Related deliberations and resolutions Dear shareholders, The mandate of the Board of Directors currently in office ends with the approval of the Financial Statements to 31 December We thank you for the confidence that you have had in us and ask you, in accordance with Article 2364 paragraph 1, point 2) of the Italian Civil Code, to appoint a new Board of Directors having previously decided the duration of its mandate and the number of its members.

97 FIERA MILANO 2011 ANNUAL REPORT Management report 97 We also ask you to appoint the Chairman of the Board of Directors. We would remind you that: - under Article 14.1 of the Company articles of association, the mandate of the Board of Directors may not exceed three financial years and the number of its members may not be less than three or more than nine, including the Chairman of the Board; - the outgoing Directors may be re-elected; - Directors must possess the necessary qualifications under enacted law; - pursuant to Article 147-ter, paragraph 4 of Legislative Decree no. 58/1998, at least one of the members of the Board of Directors, or two if the Board of Directors is composed of more than seven members, must possess the same qualities of independence required for the Statutory Auditors pursuant to Article 148, paragraph 3, of Legislative Decree no. 58/1998; - the appointment of the Board of Directors is based on lists of candidates put forward by shareholders who, in accordance with the Company s articles of association, enacted law and Consob deliberation 18083/2012, represent a total of at least 2.5% of the share capital; - it is also a requirement under Article 147-ter, paragraph 3 of Legislative Decree no. 58/1998 and under Article 14.4 of the Company s articles of association, that at least one Director is appointed from the list presented by minority shareholders that has obtained the highest number of votes and which is in no way connected, even indirectly, with the shareholders who presented, or joined together to present, or voted for the list that received the highest number of votes; - the presentation of lists of candidates to be members of the Board of Directors and the appointment of such persons must be carried out in accordance with Article 14.4 of the Company s articles of association and of the provisions of enacted law. Lists put forward that do not meet the aforementioned requirements will be considered not to have been presented; - if only one list or no lists are presented, the Shareholders Meeting will appoint the Board of Directors through a legal majority. Furthermore, we would like to remind shareholders who intend to nominate persons to become Board Directors that: - Fiera Milano SpA is listed on the STAR segment of the Electronic Equity Market of Borsa Italiana SpA (hereinafter Borsa Italiana) and, as such, is required under the Rules of Borsa Italiana and related Regulations to: i. ensure that there are two independent directors in a Board of Directors composed of a maximum of eight members and three independent directors in a Board of Directors composed of between nine and a maximum of fourteen members; ii. adhere to the relevant principles and criteria under Articles 2 and 3 of the Self-Regulatory Code for listed companies (hereinafter the Self-Regulatory Code) as regards the composition of the Board of Directors; - proposals for members must be deposited at the registered office of the Company or, preferably, at the operational and administrative headquarters of the Company at Strada del Sempione 28, Rho (MI) at least twenty-five days preceding the date fixed for the first convocation of the Shareholders Meeting and must be accompanied by: i. information concerning the identity of the shareholders that have presented the list and the total percentage of the company held by these shareholders, as well as by the relative certification of ownership of the shares released in accordance with law by authorised intermediaries;

98 Management report FIERA MILANO 2011 ANNUAL REPORT 98 ii. certification of the ownership of the shares held on the date the lists are deposited may be provided at a later date as long as it is within twenty-one days of the date set for the first convocation of the Shareholders Meeting; iii. statements in which each candidate agrees to be a candidate and declares that there is no reason that would make them ineligible or incompatible and that they meet the necessary requirements under enacted law to be appointed, including any requirements of professional probity under Article 148, paragraph 4, of Legislative Decree 58/98, reiterated in Article 147-quinquies of the same Legislative Decree 58/98, as well as any indications given by the same candidates regarding the requirements of independence as established for Statutory Auditors and as required by enacted law and by the Self- Regulatory Code; iv. a curriculum vitae of the business career of each candidate, indicating directorships and executive positions held in other companies; - the lists will be made available to the public by the Company at least twenty-one days prior to the date of the Shareholders Meeting in compliance with the Company articles of association and with Article 144- octies of the Rules issued by Consob declaration no /1999 and successive amendments and additions (hereinafter the Listing Rules). We also request that, under Article 2364, paragraph 1, point 3) of the Italian Civil Code you decide the annual remuneration to be paid to the Directors. In the overriding interest of the Company, we request that you determine the number of Board Directors, approve a new mandate for the Board of Directors that lasts for three financial years and, therefore, ends on the date of the Shareholders Meeting convened to approve the Financial Statements for the 2014 financial year, and confirm the remuneration that is currently payable and is, therefore, as follows: i. annual fixed remuneration of Euro 107,000 for the Chairman of the Board of Directors; ii. annual fixed remuneration of Euro 35,000 for each member of the Board of Directors for a maximum total of Euro 280,000; iii. the proposals sub-sections 1 and 2 must be approved pro rata temporis; iv. an attendance fee of Euro 350 payable to each Director for each meeting of the Board of Directors he/she attends and also reimbursement of any documented expenses incurred in carrying out his/her role. Given the above, we submit for your approval the following proposed resolution The Shareholders Meeting of Fiera Milano SpA, having considered the proposed candidates for appointment to the Board of Directors deposited with the Company in accordance with enacted law, approves - that the Board Directors should number nine; - the appointment of the Chairman of the Board of Directors and the Directors for the period until the approval of the 2014 financial statements, with no exemption to the non-competition clause contained in Article 2390 of the Italian Civil Code; - a total annual remuneration for the Chairman of Board of Directors of Euro 107,000 (pro rata temporis);

99 FIERA MILANO 2011 ANNUAL REPORT Management report 99 - total annual remuneration of each Board Director of Euro 35,000 for a maximum total of Euro 280,000 (pro rata temporis); - an attendance fee of Euro 350 payable to each Director for each meeting he/she attands and reimbursement of any documented expenses he/she has incurred in carrying out his/her role. 3. Appointment of the Board of Statutory Auditors and of its Chairman; decision regarding its relative remuneration. Related deliberations and resolutions Dear Shareholders, With regard to the third item on the agenda, we would point out that the mandate of the Board of Statutory Auditors also ends with the approval of the Financial Statements to 31 December Therefore, we invite you, in accordance with Article 2364, paragraph 1, point 2) of the Italian Civil Code, to appoint three standing Statutory Auditors and two substitute Statutory Auditors and nominate the Chairman of the Board of Statutory Auditors, as well as deciding their respective annual remuneration for the three-year period that ends with the approval of the 2014 financial statements. We would remind you that: - under Article 20.2 of the Company s articles of association, the appointment of the Board of Statutory Auditors is based on lists and, at the risk of ineligibility, each candidate s name may appear on one list only; - outgoing Statutory Auditors may be re-elected; - no person who is already a Statutory Auditor in five other listed companies may be appointed; - the lists of candidates for the appointment of Statutory Auditor must, in accordance with the Company s articles of association, the provisions of enacted law and with Consob deliberation 18083/2012, hold a total of at least 2.5% of the share capital; - presentation of the lists of candidates for appointment as members of the Board of Statutory Auditors and their appointments must be made in accordance with Article 20.2 of the Company s articles of association and of enacted law. Lists that do not adhere to these requirements will be considered not to have been presented; - under the law and the Company s articles of association, the position of Chairman of the Board of Statutory Auditors goes to the first candidate on the second list by number of votes and who, as required by enacted law and regulations, is in no way related, even indirectly, to those shareholders who presented, combined to present, or voted for the first-placed list by number of votes; - should only one list or no lists be presented, the Shareholders Meeting will appoint the Board of Statutory Auditors using a legal majority; - under Article 2400, final paragraph of the Italian Civil Code, at the same time as the members of the Board of Statutory Auditors are announced at the Shareholders Meeting and before they accept their appointments, the Shareholders Meeting must be told of the administration and control roles held by each of them in other companies. We would also point out to shareholders who intend to nominate persons to the Board of Statutory Auditors that: - candidates for membership of the Board of Statutory Auditors must possess the requisite characteristics of independence under Article 148, paragraph 3 of Legislative Decree 58/98 and of professional probity pursuant to D.M. no. 162 of 30 March 2000;

100 Management report FIERA MILANO 2011 ANNUAL REPORT the lists, each composed of two sections one for candidates for the role of standing Statutory Auditor and the other for candidates for the role of substitute Statutory Auditor must be deposited at the registered office of the Company or, preferably, at the Company s operational and administrative headquarters at Strada del Sempione 28, Rho (MI) at least twenty-five days preceding the date fixed for the first convocation of the Shareholders Meeting and must be accompanied by: i. information concerning the identity of the shareholders that have presented the list and the total percentage of the company held by these shareholders, as well as by the relative certification of ownership of the shares released in accordance with law by authorised intermediaries; ii. certification of the ownership of the shares held on the date the lists are deposited may be provided at a later date as long as it is within twenty-one days of the date set for the first convocation of the Shareholders Meeting; iii. statements in which each candidate agrees to be a candidate and declares that there is no reason that would make them ineligible or incompatible also as regards the limit to the number of appointments that may be held under Article 20.1 of the Company s articles of association, as well as a statement that they meet the necessary requirements under enacted law to be appointed; iv. a curriculum vitae of the business career of each candidate, indicating the administration and control positions held in other companies; v. if a list is presented by shareholders other than those who, also jointly, have a controlling shareholding or a reference majority in the share capital of the Company, a statement must be given by those shareholders presenting the list attesting the absence of any connections with one or more reference shareholders as defined by enacted law and in accordance with the provisions of Article 144-sexies, paragraph 4, letter b) of the Listing Rules and of the Company s articles of association; - the lists will be made available to the public by the Company at least twenty-one days prior to the date of the Shareholders Meeting in compliance with the Company s articles of association and Article 144-octies of the Listing Rules. Lastly, it should be noted that, under Article 144-sexies, paragraph 5 of the Listing Rules, should only one list of candidates for the Board of Statutory Auditors have been presented at the end of the twenty-fifth day preceding the Shareholders Meeting or only lists that have been presented by shareholders who, under Article144-sexies, paragraph 4 of the Listing Rules, are considered to be connected under Article 144-quinquies of the Listing Rules, then lists may be presented up to the third day following that date and the shareholding in the Company share capital required to present a list is halved (to 1.25% of the share capital). Given the above, we invite you to appoint the Board of Statutory Auditors, composed of three standing Statutory Auditors, include the Chairman, and two substitute Statutory Auditors for the financial year and, therefore, until the approval of the Financial Statements to 31 December 2014, and to decide their relative remuneration. In the overriding interests of the Company, we invite you to confirm the remuneration that is currently payable and is, therefore, as follows: i. an annual fixed remuneration of Euro 37,500 for the Chairman of the Board of Statutory Auditors; ii. an annual fixed remuneration of Euro 25,000 for each standing Statutory Auditor; iii. except where in either case a comparison reveals that these differ from the remuneration of a Statutory Auditor established by the tariffs of the Registered Chartered Accountants (dottori commercialisti); iv. reimbursement of any documented expenses incurred in carrying out their roles. Given the above, we submit for your approval the following

101 FIERA MILANO 2011 ANNUAL REPORT Management report 101 proposed resolution The Shareholders Meeting of Fiera Milano SpA, having considered the proposed candidates for appointment to the Board of Statutory Auditors deposited at the Company in accordance with enacted law, approves - the appointment for three financial years, therefore until the approval of the 2014 financial statements three standing Statutory Auditors, including the Chairman of the Board of Statutory Auditors, and two substitute Statutory Auditors; - a total gross annual fixed remuneration for the Chairman of the Board of Statutory Auditors of Euro 37,500; - gross annual fixed remuneration for each standing Statutory Auditor of Euro 25,000; - except where in either case a comparison reveals that these differ from the remuneration of a Statutory Auditor established by the tariffs of the Registered Chartered Accountants (dottori commercialisti). 4. Supplement to the remuneration of the audit company PricewaterhouseCoopers SpA Related deliberations and resolutions Dear shareholders, The mandate to audit the Financial Statements of Fiera Milano SpA and the Group consolidated Financial Statements was given to the company PricewaterhouseCoopers SpA and was extended by the Shareholders Meeting of 27 April 2007 for a further six financial years until approval of the Financial Statements to 31 December Your Board of Directors has considered and discussed a supplement to the audit agreement prepared by PricewaterhouseCoopers SpA so as to increase the fee for the audit of the Financial Statements of Fiera Milano SpA and the Group consolidated Financial Statements for the financial years following the change in the area of consolidation of the Group and the finalisation of several extraordinary transactions. The increase requested by PricewaterhouseCoopers SpA is for a total supplement of Euro 172,450 to the fee payable for 2011 and Euro 64,486 for each of the financial years 2012 and 2013; this is because: 1) following the merger by incorporation of Rassegne SpA in Fiera Milano and the return of the catering business division to Fiera Milano following the resolution of the leasing contract with Fiera Food System SpA, the audit fee had to be revised as part of the fee which had previously been for the audit of Rassegne SpA and Fiera Food System SpA was transferred to Fiera Milano; the aforementioned transactions resulted in higher fees that were calculated to be Euro 52,401 for 2011 and Euro 49,486 for each of 2012 and 2013; 2) following the acquisition of 75% of Cipa FM, a company operating in Brazil, the audit plan had to be revised, with more time allocated to the coordination activity carried out by the central audit team of the full-year consolidated Financial Statements and for the limited audit of the summary six-month interim Financial

102 Management report FIERA MILANO 2011 ANNUAL REPORT 102 Statements; the aforementioned transaction implied higher fees that were calculated as Euro 15,000 for each of the years inclusive; 3) the 2011 financial year was characterised by significant one-off events which necessitated more time than had been estimated for the audit of the full-year Financial Statements and the consolidated Financial Statements of Fiera Milano and, consequently required payment of a supplement to the fee of Euro 105,049. The fees given above are already net of the discount normally applied in the contractual relations with Fiera Milano Group and will be subject to an ISTAT review as described in paragraph 5 of the agreement of 21 September It should be noted that the circumstances described above should be considered exceptional and unforeseen in accordance with paragraph 4.2.b of the original audit proposal put forward by PricewaterhouseCoopers SpA. We would also like to point out that on 27 January 2012 the Board of Statutory Auditors examined the supplement to the audit agreement prepared by PricewatehouseCoopers SpA for the financial years , as described in this Report from your Board of Directors, and expressed a favourable opinion on it. Lastly, we would remind you that, since the additional remuneration of Euro 172,450 refers to the 2011 financial year, it has been accounted for in the Financial Statements of Fiera Milano SpA to 31 December Therefore, the Board of Directors has prepared the following proposed resolution The shareholders Meeting of Fiera Milano SpA, having considered the proposal prepared by the Board of Directors and approved by the Board of Statutory Auditors, approves the supplement to the Proposal for the audit of the Financial Statements of Fiera Milano and of the Group consolidated Financial Statements, drawn up by PricewaterhouseCoopers SpA with reference to the financial years for a total supplement to the remuneration payable of Euro 172,450 for 2011 and Euro 64,486 for each of the financial years 2012 and 2013.

103 FIERA MILANO 2011 ANNUAL REPORT Management report Report on remuneration Dear shareholders, On 2 March 2012, the Board of Directors, in accordance with enacted law, approved the Report on Remuneration pursuant to Article 123 ter of Legislative Decree 58/98 (hereinafter also the Report), which was made publicly available on 16 March In particular, the Directors would like to submit for your consideration Section One of the aforementioned Report in which are defined the principles and guidelines to which the Board of Directors must adhere when setting the remuneration payable to members of the Board of Directors and, in particular, Directors with specific responsibilities, to the members of the Committees and to the Executives with Group Strategic Responsibilities. The Remuneration Policy (hereinafter also the Policy) is the result of a clear and transparent process in which the Company Board of Directors and the Remuneration Committee play central roles. On 16 December 2011, the Board of Directors of Fiera Milano SpA, on the recommendation of the Remuneration Committee, adopted the Policy that was prepared also in the light of the recommendations of Article 7 of the Self-Regulatory Code of March 2006, as modified in Specifically, the Remuneration Policy of Fiera Milano SpA aims to: - attract, motivate and keep resources with the professional qualities necessary to the advantageous pursuit of the Group objectives; - align the interests of Management with those of the shareholders, pursuing the main aim of sustainable value creation over the medium-long term by creating a strong link between remuneration and individual and Group performance; - reward merit so as to recognise adequately the individual contribution made by employees. For details of the Report on Remuneration and, in particular on Section One that we submit for your consideration, please refer to the document which is available on the Company website (Investor Relations section). Given the above, we submit for your approval the following proposed resolution The Shareholders Meeting of Fiera Milano SpA, having considered the Report on Remuneration pursuant to Article 123-ter of Legislative Decree 58/98 and, in particular, Section One of the Report, approves the Report on Remuneration pursuant to Article 123-ter of Legislative Decree 58/98 and, in particular, Section One of the Report.

104 Management report FIERA MILANO 2011 ANNUAL REPORT Authority for the purchase and disposal of treasury shares, following prior retraction of the resolution approved by the Shareholders Meeting of 21 April 2011; related deliberations and resolutions (Report pursuant to Article 73 and Attachment 3 A of Consob Deliberation 11971/99 and subsequent amendments and additions) Dear shareholders, The Shareholders Meeting of 21 April 2011 authorised the Company to acquire treasury shares for a period of eighteen months from the date of approval of the resolution, as well as the disposal of all or part of the shares so acquired without time limit and without having exhausted the buyback authority. Given this authority, Fiera Milano SpA has purchased no. 85,803 of treasury shares and, therefore, at today s date holds no. 917,398 of treasury shares, equal to 2.18% of the share capital. Since the aforementioned buyback authority expires on 21 October 2012, and in order to avoid the convocation of a specific Shareholders Meeting closer to this expiry date, we believe that it is of benefit to ask you to approve a new authority for the purchase and disposal of treasury shares in accordance with Articles 2357 and subsequent Articles of the Italian Civil Code, on prior retraction of the existing authority. The purchase of the Company s own ordinary shares will be carried out in accordance with the existing rules for listed companies and any other applicable law, including the regulations provided by the European Community Directive 2003/6/EC of 28 January 2003 and the related national and European Community rules of transaction. The reasons and procedures for carrying out the purchase and sale of treasury shares for which we request your authority are given below. a) Reasons for the request for authority for the purchase and disposal of treasury shares The authority is requested because it is the opinion of the Board of Directors that the purchase of treasury shares could represent an attractive investment opportunity and/or may be instrumental in improving the financial structure of the Company as it may facilitate future agreements involving the exchange of shareholdings, and may also constitute a means of reducing the share capital. The authority is also requested in order to carry out operations, in accordance with enacted law and regulations, to stabilise share price movements linked to anomalies in the market by improving the liquidity of the shares. The authority is also requested in order to make shares available for any future share option programme or equity award that may be adopted, in accordance with the provisions of law, or for any future issue of bonds convertible into equity of the Company.

105 FIERA MILANO 2011 ANNUAL REPORT Management report 105 It is also proposed that the Shareholders Meeting should also authorise the Board of Directors to dispose of any shares purchased, as well as the shares already held in treasury, as this facility is considered an important tool for management and strategic flexibility. b) Maximum number and nominal value of the shares to which the authority applies; compliance with the provisions of paragraph 3 of Article 2357 of the Italian Civil Code. The buyback mandate requested regards the Company s ordinary shares which, in accordance with Article 2357, paragraph 3, of the Italian Civil Code, may not exceed a total nominal value, including the shares held on this date by the Company and its subsidiaries, of one-fifth of the share capital. Directions given to the subsidiaries will require them to give prompt notice of any purchase of shares in Fiera Milano SpA in order to ensure compliance with the aforementioned total limit of 20% of the share capital of the Company. The consideration paid or received for transactions in treasury shares will be recognised directly in Net Equity as required by International Accounting Standard 32 and, moreover, the accounting treatment thereof will comply with any regulations periodically enacted. c) Duration of the authority The buyback authority is requested for a period of 18 months from the date of approval by the Shareholders Meeting, while the authority for the Board of Directors to dispose of the shares is requested without a time limit. d) Consideration for the purchase and disposal of shares Without prejudice to the provisions of paragraph E) below, shares may be purchased at a share price that is no higher than 10% and no lower than 10% of the reference price recorded by Fiera Milano shares on the Italian stock exchange organised and managed by Borsa Italiana SpA in the trading session preceding each individual transaction. The shares may be sold, even before the purchase mandate has been exhausted, in one or more tranches and the selling price must be no lower than the lowest purchase price. This price limit will not be applicable when the disposal of shares forms part of a stock option plan. e) Procedures for carrying out purchases Purchases of treasury shares may be made in one or more tranches, in compliance with applicable laws and regulations and in such a way as to ensure equal treatment for all shareholders in accordance with Article 132 of Legislative Decree no. 58/1998, exclusively in the following ways: i. public offer to buy or exchange; ii. on regulated markets in accordance with the operating procedures established by the rules for the organisation and management of said markets, which do not allow the direct matching of buy orders with sell orders at a predetermined price; iii. purchase and sale of derivative instruments traded on regulated markets that provide for the physical delivery of underlying shares, on the condition that the rules for organisation and management of the market

106 Management report FIERA MILANO 2011 ANNUAL REPORT 106 provide for procedures that comply with those provided in Article 144-bis, paragraph 1, section c) of the Listing Rules. Disposals may be made, even before the purchase authority has been exhausted, in one or more tranches, through sales on regulated and/or unregulated markets or off market, or by public offer, or as consideration for the purchase of shareholdings or by way of a distribution to shareholders. Given the above, we submit for your approval the following proposed resolution The Shareholders Meeting of Fiera Milano SpA of 27 April 2012, - having considered the proposal of the Board of Directors, - taking account of the provisions of Articles 2357 and 2357-ter of the Italian Civil Code, approves 1) the retraction of the resolution giving the authority to purchase and dispose of treasury shares adopted by the Ordinary Meeting of Shareholders of 21 April 2011; 2) conferring the authority on the Board of Directors, in accordance with and by effect of Article 2357 of the Italian Civil Code, to purchase shares in the Company, in the amount, at the price, and according to the procedures described as follows: Purchases may be made in one or more tranches up to 18 months from the date of the present resolution; the purchase price of each share must be no higher than 10% and no lower than 10% of the reference price recorded by Fiera Milano shares on the Italian stock exchange organised and managed by Borsa Italiana SpA in the trading session preceding each individual purchase transaction; the maximum number of shares purchased, including shares already held by the Company and its subsidiaries, must not have a total nominal value in excess of one fifth of the share capital; purchases of treasury shares may be made in one or more tranches, in accordance with the applicable laws and regulations and in such a way as to ensure the equal treatment of all shareholders in accordance with Article 132 of Legislative Decree no. 58/1998, exclusively in the following ways: i. public offer to buy or exchange; ii. on regulated markets in accordance with the operating procedures established by the rules for the organisation and management of said markets, which do not allow the direct matching of buy orders with sell orders at a predetermined price; iii. Purchase and sale of derivative instruments traded on regulated markets that provide for the physical delivery of underlying shares, on the condition that the rules of organisation and management of the market provide for procedures that comply with those provided in article 144-bis, paragraph 1, section c) of the Listing Rules; 3) conferring the authority on the Board of Directors, in accordance with Article 2357-ter, paragraph 1, of the Italian Civil Code, to dispose of all or part, of the treasury shares acquired with no time limit, even when the buyback mandate has not been exhausted; disposal of the shares may be made, even before the purchase

107 FIERA MILANO 2011 ANNUAL REPORT Management report 107 mandate has been exhausted, in one or more tranches, through sales on regulated and/or unregulated markets or off market, or by public offer, or as consideration for the purchase of shareholdings or by way of a distribution to shareholders. The selling price must be no lower than that of the lowest purchase price. This price limit will not be applicable in the event the disposal of shares is part of a stock option plan; 4) granting the Board of Directors and, acting on its behalf, the appointed Chairman and Chief Executive Officer in office, jointly and severally, any necessary power to make purchases or disposals and, however, to implement the aforementioned resolutions, also through agents, complying with any eventual request from the competent authorities. Rho (Milan), 12 March 2012 For the Board of Directors The Chairman Michele Perini

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109 C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S T O 3 1 D E C E M B E R Consolidated financial statements Explanatory and supplementary notes to the consolidated financial statements Attachment: - List of companies included in the area of consolidation and other equity investments

110 Fiera Milano Group Consolidated financial statements 110 FIERA MILANO 2011 ANNUAL REPORT CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31/12/11 31/12/10 ( 000) notes ASSETS Non-current assets 1 Property, plant & equipment 30,667 30,429 2 Leased property, plant & equipment - 3 Investments in non-core property Goodwill and intangible assets with an indefinite useful life 112, ,648 4 Intangible assets with a finite useful life 58,407 47,567 5 Investments Other financial assets Trade and other receivables 14,122 13, of which from related parties 12,784 12,784 7 Deferred tax assets 320 3,298 Total 215, ,430 Current assets 8 Trade and other receivables 62,593 65, of which from related parties 7,295 8,714 9 Inventories 1,988 2,947 Contracts in progress Financial assets 3,451 3, of which from related parties 3,256 3, Cash and cash equivalents 19,865 22,692 Total 87,897 95,512 Assets held for sale Assets held for sale - - Total assets 303, ,942 NET EQUITY AND LIABILITIES 12 Share capital and reserves Share capital 41,248 41,316 Share premium reserve 12,140 12,326 Revaluation reserve - - Other reserves 9,461 9,776 Prior years profits/(losses) 434-1,686 Profit/(loss) for the year 4,927 2,192 Total Group equity 68,210 63,924 Equity attributable to non-controlling interests 2, Total equity 70,666 64,305 Non-current liabilities Bonds in issue Bank borrowings 15,324 2,705 Other financial liabilities Provision for risks and charges 1,327 4, Employee benefit provisions 7,727 9, Deferred tax liabilities 14,347 9, Other liabilities 4, Total 42,827 27,153 Current liabilities Bonds in issue Bank borrowings 60, , Trade payables 44,508 38, Pre-payments 47,507 35,874 Other financial liabilities Provision for risks and charges 6,981 4, Current tax liabilities 3,666 2, Other liabilities 27,147 14, of which to related parties 4,135 2,136 Total 190, ,484 Liabilities held for sale Liabilities held for sale - - Total liabilities 303, ,942

111 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Consolidated financial statements 111 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ( 000) notes Revenues from sales and services 278, ,358 Total revenues 278, , Cost of materials 2,341 2, Cost of services 138, , of which with related parties 2,127 5, Cost of use of 3rd-party assets 59,904 58, of which with related parties 53,385 51, Personnel expenses 53,295 47, Other operating expenses 6,651 6,765 Total operating expenses 260, , Other income 13,702 17, of which: with related parties 10,702 13,714 non-recurring 10,342 13,300 Gross operating result 30,917 20, Depreciation of property, plant & equipment 8,132 8,105 Depreciation of property investments Amortisation of intangible assets 5,912 7, Adjustments values of assets Allowance for doubtful accounts and other provisions 1,184 1,727 Net operating result (EBIT) 15,518 2, Financial income and similar 1, Financial expenses and similar 4,306 2,605 Valuation of financial assets - - Profit/(loss) of equity accounted companies - - Profit/(loss) before income tax 12, Income tax 7,567-1,867 Profit/(loss) from continuing operations 5,149 2,074 Profit/(loss) from assets held for sale - - Profit/(loss) for the year 5,149 2,074 Profit/(loss) attributable to: Equity owners of the parent company 4,927 2,192 Non-controlling interest Other comprehensive income Currency translation differences Other comprehensive income for the year net of tax Total comprehensive income for the year 4,648 2,286 Profit/(loss) attributable to: Equity owners of the parent company 4,540 2,404 Non-controlling interests Earnings/(losses) per share ( ) Basic Diluted

112 Fiera Milano Group Consolidated financial statements 112 FIERA MILANO 2011 ANNUAL REPORT CONSOLIDATED STATEMENT OF CASH FLOWS ( 000) notes Net cash & cash equivalents at beginning of the year 22,692 13,808 Cash flow from operating activities 11 Cash equivalents from operating activities 55,423-8, of which from related parties -41,377-43,944 Interest paid -2,641-1,795 Interest received Income taxes paid ,922 Total 52,193-11,653 Cash flow from investing activities 1-2 Investments in tangible assets -8,532-4, Write-downs of tangible assets Investments in intangible assets -2,080-2, Write-downs of intangible assets Investments in subsidiaries -8,527-3, Investments in joint ventures Other investments 10 - Dividends received - - Assets held for sale Total -19,105-9,344 Cash flow from financing activities 12 Group share capital and reserves Non-controlling interests share capital and reserves Non-current financial assets/liabilities 12,619-1, Current financial assets/liabilities -47,779 30, of which from related parties Dividends paid - - Total -35,414 29,669 Cash flow for the period -2,326 8, Currency translation differences Net cash & cash equivalents of discontinued operations - - Net cash & cash equivalents at the end of the year 19,865 22,692

113 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Consolidated financial statements 113 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ( 000) Share Share Legal Other Retained Profit/ Total Capital & Profit/ Total Total capital premium reserve reserves earnings (loss) Group reserves (loss) for non-con- equity reserve for the attributable the financial trolling period to non- year attri- interests controlling butable interests to noncontrolling interests Balance at 31/12/ ,316 12,326 6,968 2,130 2,060-3,363 61,437 1, ,134 62,571 Allocation of earnings -3,363 3, at 31/12/09: legal reserve TL.TI Expo SpA share capital increase Total comprehensive 212 2,192 2, ,286 income of the financial year Balance at 31/12/ ,316 12,326 7,351 2,425-1,686 2,192 63, ,305 Allocation of earnings 2,192-2, at 31/12/10: legal reserve Treasury shares Acquisition of Cipa - 1,967 1,967 1,967 FM Ltda Total comprehensive ,927 4, ,648 income of the financial year Balance at 31/12/ ,248 12,140 7,423 2, ,927 68,210 2, ,456 70,666

114 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 114 Explanatory and supplementary notes to the consolidated financial statements On 12 March 2012, the Board of Directors approved the Consolidated Financial Statements at 31 December 2011 of the Fiera Milano Group and authorised their publication. The Fiera Milano Group covers all typical phases of the exhibition and congress industry and is one of Europe s largest integrated players. For greater detail on Group structure, reference should be made to the specific section in the Board of Directors Management Report. Accounting standards and consolidation criteria The consolidated financial statements were prepared in accordance with the IAS and IFRS accounting principles in force at 31 December 2011, issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, of the relative interpretative documents and the provisions issued when article 9 of Legislative Decree no. 38/2005 was enacted. The accounting standards, amendments and interpretations applied for the first time by the Group from 1 January 2011 are given below. IAS 24 Related-party Disclosures (revised in 2009) The revised version of IAS 24 simplifies requirements for disclosure of related-party transactions where a government entity is the controlling shareholder, exercises significant influence or joint control and removes difficulties in application deriving from the definition of a related-party. Adoption of this amendment has had no impact on the entries in the financial statements and only limited impact on the disclosure of related-party transactions. IFRS 8 Operating Segments (amended in 2009) The introduction of the amended version of IAS 24 also modified IFRS 8 about disclosure in the notes to the accounts on the dependence of revenues on major clients when these account for 10% or more of the total consolidated revenues and refer to one or more groups controlled by a government entity (government agency, a local, national or international public entity). The amendment is effective retrospectively for annual periods beginning on or after 1 January IAS 1 Presentation of Financial Statements (amended in 2010) The amendment clarifies that for individual items of net equity the company may present the details of other components included in the statement of other comprehensive income in the consolidated statement of changes in net equity or in the notes to the accounts. The following accounting standards, amendments and interpretations, applicable from 1 January 2011, apply to matters and circumstances that are not present in the Group at the date of the present Consolidated Financial Statements but which could be relevant to future transactions or agreements: IFRIC 13 - Customer Loyalty Programmes; Amendment to IFRIC 14 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction; Amendment to IAS 32 - Financial Instruments Presentation: Classification of Rights Issues; IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments; Amendment to IFRS 7 - Financial Instruments: Disclosures.

115 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 115 It should be noted that during 2011 the IASB also approved and published the following documents and amendments: IFRS 10 Consolidated Financial Statements - issued on 12 May 2011 and applicable from 1 January 2013; IFRS 11 Joint Arrangements - issued on 12 May 2011 and applicable from 1 January 2013; IFRS 12 Disclosure of Interests in Other Entities - issued on 12 May 2011 and applicable from 1 January 2013; IFRS 13 Fair Value Measurement - issued on 12 May 2011 and applicable from 1 January 2013; IAS 27 Reissued as Separate Financial Statements - Amended - issued on 12 May 2011 and applicable from 1 January 2013; IAS 28 Reissued as Investments in Associates and Joint Ventures - Amended - issued on 12 May 2011 and applicable from 1 January 2013; IAS 19R Employee Benefits - Amended - issued on 16 June 2011 and applicable from 1 January 2013; IAS 1 Presentation of Financial Statements - Amended to cover Presentation of Items of Other Comprehensive Income - issued on 16 June 2011 and applicable from 1 July 2012; IAS 12 Income Taxes - Amended - issued on 16 June 2011 and applicable from 1 July 2012; IFRS 7 Financial Instruments: Disclosures - Amended - issued on 16 December 2011 and applicable from 1 January 2013; IFRS 9 Financial Instruments - issued on 16 December 2011 and applicable from 1 January 2015; IAS 32 Financial Instruments: Presentation - issued on 16 December 2011 and applicable from 1 January Fiera Milano Group has not adopted early application of the accounting standards already approved by the European Union but which are effective for annual periods beginning on 1 January FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS With regard to the format and contents of the consolidated financial statements, the Group has made the following choices: - the consolidated statement of financial position is presented with separate sections for assets, liabilities, and equity. Assets and liabilities are also classified as current, non-current, and held for sale; - the consolidated statement of comprehensive income is shown as a single statement in a continuous format and items are analysed by nature since this approach provides reliable information that is more relevant than classification by function; - the consolidated statement of cash flows is presented using the indirect method; - the consolidated statement of changes in net equity is presented with separate entries for the comprehensive income and transactions with Shareholders. Numerical data are shown in thousands of Euros as allowed by current regulations unless specifically indicated otherwise. In order to make a comparison easier of the data for the two years, some figures from the previous financial year have been reclassified.

116 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 116 Seasonality of the business The Group activities have dual seasonality: (i) a higher concentration of exhibitions in the six months from January to June; (ii) exhibitions that have a multi-annual frequency. During the 2011 financial year, there were no atypical and/or unusual transactions. The independent auditor, PricewaterhouseCoopers SpA, carried out a legal audit of the present consolidated financial statements. AREA AND PRINCIPLES OF CONSOLIDATION The present consolidated financial statements include the Parent Company Fiera Milano SpA and its subsidiary companies, as well as companies under joint control which are consolidated using the equity method. The consolidated financial statements are based on financial statements as at 31 December 2011 approved by the Boards of Directors of the companies included in the area of consolidation and prepared according to Group accounting policies, which refer to IAS/IFRS. With regards to the area of consolidation and transactions on investments, the following should be noted: - on 27 January 2011, the acquisition of a controlling stake in the company Cipa FM Publicaçoes e Eventos Ltda, a well known exhibition company in the Brazilian market, was finalised with the purchase of 75% of the share capital through the Brazilian subsidiary Eurofairs International Consultoria e Participações Ltda. The Company has been fully consolidated from the date control was acquired. Further details are given in the next section; - on 24 February 2011, the Extraordinary Shareholders Meeting of Fiera Food System SpA approved the liquidation of the company. This was a consequence of the consensual resolution of the leasing contract for the catering business division between Fiera Food System SpA and Fiera Milano SpA on 1 December 2010, which was effective from 1 January On 24 June 2011, the Shareholders Meeting of the company approved the liquidation financial statements and the plan for the division of assets; - on 24 March 2011, the Parent Company set up Fiera Milano India Private Ltd with a registered office in New Delhi, with the aim of launching its proprietary exhibitions either alone or in partnership with local operators. The company, 99.99% owned by Fiera Milano SpA, has share capital and reserves of million Indian rupees following two subscriptions to the share capital, each of Euro million, on 14 June 2011 (EUR/INR ) and on 27 September 2011 (EUR/INR 66,523); - on 30 March 2011, OOO Fiera Milano was established with a registered office in Moscow, with the aim of launching proprietary exhibitions either alone or in partnership with local operators. The company, 100% owned by Fiera Milano SpA, has share capital of Euro 10 million Russian roubles following two subscriptions to the share capital, of Euro million and Euro million on 16 March 2011 and 7 July 2011 (EUR/RUB );

117 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments on 20 May 2011 the merger by incorporation of the 100% -controlled subsidiary Rassegne SpA into its parent company Fiera Milano SpA was decided. The transaction had no equity, economic or financial impact on the consolidated financial statements of the Fiera Milano Group nor did it involve any share exchange as the company being incorporated was already 100% owned by Fiera Milano SpA. The merger took legal effect from 1 June 2011 and accounting and tax effect from 1 January 2011; - on 19 October 2011, the merger by incorporation of the 100% owned subsidiaries Expopage SpA and Business International SpA into Fiera Milano Editore SpA was finalised. The transaction had no equity, economic or financial impact on the consolidated financial statements of the Fiera Milano Group. The transaction took legal effect from 1 November 2011 and accounting and tax effect from 1 January On 14 December 2011, Fiera Milano Editore SpA changed its corporate name to Fiera Milano Media SpA; - on 1 December 2011, Fiera Milano SpA and the Milan Chamber of Commerce, through Parcam Srl, set up the joint venture Milan Internationals Exhibition Srl. The shareholding of the Parent company in this latter company is 20% and is equal to million. The company, with a registered office in Rho, will carry out promotional marketing for the Fiera Milano Group outside Italy with the aim of increasing the presence of international exhibitors in Italy. The list of companies included in the area of consolidation at 31 December 2011 is given on page 188. Subsidiary companies Subsidiaries are consolidated from the date when control is effectively transferred to the Group and cease to be consolidated on the date when control is transferred to third parties. The carrying value of consolidated investments is eliminated against the corresponding portion of equity as at acquisition date, against the assumption of the liabilities and assets shown in the respective financial statements of the subsidiaries on a line-by-line basis. Acquisitions of subsidiaries are recognised using the purchase method, as required by IFRS 3 reviewed in 2008 (see the paragraph Business Combinations ). The third-party minority interest in the capital and reserves of subsidiaries is recognised in the equity item, noncontrolling interests. Similarly, the portion of the consolidated income statement pertaining to non-controlling interests is shown in profit/(loss) attributable to non-controlling interests. Joint ventures The carrying value of investments in jointly controlled companies that are proportionally consolidated in the consolidated accounts is set off against the relevant part of equity pertaining to the Group against inclusion of the values of assets and liabilities relating to the amount corresponding to the Group s percentage of ownership without showing the share pertaining to non-controlling interests. Similarly, each income statement item is recognised in the consolidated financial statements for the amount corresponding to the Group s percentage of ownership. Payable and receivable items and all other transactions between joint venture companies and Group companies are eliminated for the portion corresponding to Group ownership. Intercompany transactions Profits and losses not yet realised that stem from transactions between consolidated companies are eliminated, as are all payable and receivable items, costs and revenues and unrealised gains and losses and all other transactions between consolidated companies.

118 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 118 Translation of financial statements in foreign currencies At the year-end, the assets and liabilities of consolidated companies with an accounting currency that is not the euro are translated into the presentation currency of the Group s consolidated accounts at the exchange rate in force on that date. Income statement items are translated at the average exchange rate for the year and differences arising from the adjustment of opening equity to year-end exchange rates, as well as the differences stemming from the different methodology used for the translation of the results for the financial year are shown in the other items of the statement of comprehensive income and aggregated in a specific equity reserve. The exchange rates used for the translation into Euro of the 2010 and 2011 financial statements of foreign companies were the following: average 2011 average /12/11 31/12/10 Brazilian real Russian rouble Indian rupee Chinese yuan BUSINESS COMBINATIONS Business combinations are accounted for by applying the purchase method in accordance with IFRS 3 revised in Under this method the transaction cost of a business combination is valued at fair value, determined as the aggregate of the fair value of the assets transferred and the liabilities assumed by the Group at the acquisition date and equity instruments issued for control of the acquired entity. All other costs associated with the acquisition are expensed in the statement of comprehensive income at their acquisition date value. Contingent considerations, considered part of the acquisition consideration, must be measured at fair value at the time of the business combination. Subsequent changes to the fair value are recognised in the statement of comprehensive income. The identifiable assets acquired and the liabilities assumed are measured at fair value at the acquisition date. Goodwill is measured as the difference between the aggregate of the acquisition-date fair value of the consideration transferred for the business combination, the amount of any non-controlling interest and the acquisition date fair value of any previously held equity interest in the acquiree and the net of the acquisitiondate amounts of the identifiable assets acquired and the liabilities assumed. If the difference between the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed exceeds the consideration transferred for the business combination, the amount of any non-controlling interest and the acquisition-date fair value of any previously held equity interest in the acquiree, the excess sum is immediately recognised in the comprehensive statement of income as income from the transaction.

119 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 119 The non-controlling interest in equity at the acquisition date may be valued at fair value or the non-controlling interest s proportionate share of the identifiable net assets of the acquiree. The measurement method is carried out transaction by transaction. In measuring the fair value of business combinations, the Fiera Milano Group uses available information and, for more material business combinations, also uses the support of external valuations. Business combinations achieved in stages When a business combination is achieved in stages (step acquisition), the previously held share of the entity s assets and liabilities are measured at fair value at the date that control is obtained and any resulting adjustments are recognised in profit or loss. Previously held investments are therefore recognised as though they had been sold and reacquired at the date that control is obtained. Transactions involving non-controlling interests Partial disposal of an investment where control is retained is accounted for as an equity transaction. For acquisitions of additional investments in a subsidiary any gain or loss between the acquisition consideration and the related share of equity is accounted for as an equity transaction with owners as is the partial disposal of an investment in a subsidiary where control is retained. In cases where the partial disposal of an investment in a subsidiary results in loss of control, the residual holding is remeasured at fair value and any difference between fair value and the carrying amount is a gain or a loss and is recognised in profit or loss. VALUATION CRITERIA Tangible assets Property, plant and equipment Property, plant and equipment are recognised at purchase or production cost, including contingent costs and costs incurred, and adjusted for accumulated depreciation. Tangible assets are depreciated in each accounting period on a straight-line basis, using economic/technical rates determined by the residual life of the assets. Routine maintenance costs are charged to the income statement when they are incurred. The replacement costs of identifiable components of complex assets are allocated to the assets and depreciated over their useful lives. The residual carrying amount of the component being replaced is charged to the income statement.

120 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 120 Leasehold improvements are classified in property, plant and equipment based on the nature of the cost incurred; the depreciation period corresponds to the lesser of the residual useful life of the tangible asset and the residual period of the rental contract. The depreciation rates applied are listed below: Office furniture and machinery 12% Exhibition furniture and equipment 27% Catering equipment 25% Metal components to be hired out 13.5% Sundry machinery and equipment 15% Motor vehicles 25% Site motor vehicles 20% Electronic machines 20% Plant and machinery 10% Telephone systems 20% Alarm systems 30% Furnishings 12% If there is any indication of impairment, the tangible assets are subjected to the impairment test as described in the section Impairment of assets. Property, plant, and equipment (leased) There are two types of lease contracts, finance leases and operating leases. A lease is considered a finance lease when it transfers a significant and substantial part of the risks and rewards associated with the ownership of the asset to the lessee. Given this, as determined by IAS 17 ( Leases ), a leasing deal is considered a finance lease when the following factors are individually or jointly present: - the lease transfers ownership of the asset to the lessee by the end of the lease term; - the lessee has the option to purchase the asset at a price that is expected to be sufficiently lower than fair value at the date the option becomes exercisable such that, at the inception of the lease, it is reasonably certain the option will be exercised; - the lease term covers most of the economic life of the asset, even if title is not transferred; - at the inception of the lease, the present value of minimum lease payments amounts substantially to the fair value of the leased asset; - the leased assets are of such a specialised nature such that only the lessee can use them without major modifications being made. Finance leases contracted by Group companies are recognised in the financial statements as tangible assets at fair value at the purchase date and are depreciated over their estimated useful life. The relevant liability to the lessor is recognised in the statement of financial position as a current or non-current liability depending on whether the due date occurs within or after 12 months.

121 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 121 Lease instalment payments are split between principal, which goes to reduce financial liabilities, and interest, which is charged to the income statement as a financial expense. In the case of operating leases, instalments are recorded in the income statement on a pro rata basis through contract duration. Intangible assets An intangible asset is recognised in accounts only if it is identifiable, controllable, expected to generate future economic benefits, and if its cost can be reliably measured. Goodwill and intangible assets with an indefinite useful life Goodwill arising from business combinations is initially recognised at the cost on the acquisition date, as indicated in the paragraph above on business combinations. After initial recognition in accounts, goodwill is measured at cost less any impairment stemming from the impairment tests (see the paragraph Impairment of assets ). An intangible asset is considered to have an indefinite useful life when no limit can be foreseen to the period during which the asset can generate financial inflows for the Group. Intangible assets with an indefinite useful life, such as goodwill, are not subject to amortisation. Intangible assets with a finite useful life Intangible assets with a finite life are measured at purchase or production cost, including any ancillary costs, and systematically amortised on a straight-line basis over its estimated useful life. If there is any indication of impairment, the intangible assets are subject to the impairment test as described in the section Impairment of assets. Starting in the last quarter of 2008, trademarks of exhibitions (meaning exhibitor lists, visitor lists, and the actual trademark of the exhibition) and of publishing titles were reclassified from goodwill with an indefinite life to intangible assets with a finite life. The initial choice was based on the consideration that the businesses underlying these assets, that is to say, exhibitions and specialist publications, do not lend themselves to a precise evaluation of their duration. In essence, at the time of the initial choice, no factors of a general economic, regulatory or legal nature or factors specific to the entity or to the sector in which it is active emerged such as to set a foreseeable limit on the period during which the asset is expected to generate net cash inflows. In effect, general trends in national and international markets, together with the internal competitive dynamics of the reference sectors for exhibitions and specialist publications, led to a reconsideration of the initial assumptions. After comparing the practices of the main Italian and foreign competitors, it was concluded that an estimated finite useful life of 20 years was appropriate in most cases, both for exhibitions and for publications.

122 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 122 Where the estimate of the reference time horizon for certain intangible assets was shown to be more uncertain, the useful life was set at 10 years. The amortisation rates applied are listed below: Exhibition trademarks 5% or 10% Other trademarks and publishing titles 5% or 10% Industrial patents and rights for the use of intellectual property, licenses, and concessions are amortised over a period ranging from three to ten years, starting in the year when the cost is incurred. Research costs are recognised at the time they are incurred. In compliance with IAS 38, development costs relating to specific projects, including the launch of new exhibitions, are capitalised when it is probable that the project will be completed and generate future economic benefits and when such costs can be reliably measured. Their cost is amortised from the point when the asset is ready for use on a straight line basis over its useful life. In the case of capitalised costs relating to the new information system, amortisation has been calculated over a five-year period. The carrying value of costs is reviewed annually at the year-end accounting date, or more often if there are any particular reasons for doing so, to analyse the fair value and ascertain the existence of any impairment. Impairment of assets Goodwill and other intangible assets with an indefinite life are tested for impairment at least annually at the yearend accounting date, or more often if there are any indications that an asset has been impaired. Tangible and intangible assets with a finite life, which are subject to depreciation and amortisation, are tested for impairment only when there are indications of impairment. The recoverable amount of the asset is assessed by comparing the carrying value with the higher of the net selling price of the asset and its value in use. Net selling price is the amount obtainable from sale of an asset in a transaction between independent, informed, and willing parties, less the costs of disposal. In the absence of binding agreements, it is necessary to use the prices expressed by an active market, or the best information available taking into account factors such as recent transactions for similar assets completed in the same business segment. The value in use is the discounted present value of future cash flows. The expected cash flows expected to arise from the asset or the cash-generating unit and from its sale at the end of its useful life are discounted using a weighted average cost of capital of an entity having a similar risk profile and level of indebtedness. If subsequently there is an indication that an impairment loss, other than goodwill, may have decreased or no longer exists, the carrying value of the asset is adjusted to the new estimate of the realisable value although this value may not exceed the value which would have been measured if there had been no impairment. Reversal of impairment is recognised in profit or loss. Financial assets In accordance with the requirements of IAS 39 and 32, financial assets are classified under the following four categories:

123 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments Financial assets at fair value through profit and loss; 2. Held-to-maturity (HTM) investments; 3. Loans and receivables; 4. Available-for-sale (AFS) financial assets. Classification depends on the purpose for which assets are purchased and held. Management decides on their initial classification at the time of their initial recognition in the accounts, subsequently checking this classification at each year-end accounting date. Financial assets are initially recognised at cost, which is equal to fair value plus ancillary transaction costs. Subsequent measurement depends on the type of instrument concerned. Financial assets at fair value shown in the income statement, which include held-for-trading (HFT) financial assets and financial assets designated as such at the time of initial recognition, are classified among current financial assets and measured at fair value, with the gains or losses stemming from this valuation recognised in the income statement. Gains and losses from any changes in the fair value are recognised in the income statement. Held-to-maturity investments are classified under current financial assets if they mature in less than 12 months and among non-current financial assets if maturity exceeds that period, and are subsequently valued at amortised cost. The latter is calculated using the effective interest rate method, taking into account any purchase discounts or premiums and spreading them over the entire period up to maturity, less any impairment. Loans and receivables are valued at amortised cost using the effective interest method. At every year-end accounting date the companies belonging to the Group measure the realisable value of these receivables taking account of estimated future cash payments or receipts through their expected life. Available-for-sale financial assets are recognised as non-current assets, unless they are to be divested within twelve months of the date of the financial statements, and are measured at fair value. Losses or gains on AFS assets are recognised directly in equity, through the statement of changes in net equity until they are sold, recovered or derecognised. When there is an indication of impairment in an AFS financial and there is objective evidence of this, the cumulative gain or loss that was recognised in other comprehensive income must be reclassified from equity to profit or loss for the period as a reclassification adjustment even if the financial assets has not been derecognised. Investments In accordance with the requirements of IAS 32 and 39, investments in companies other than subsidiaries and associates are classified as AFS (available-for-sale) and are measured at fair value except for when fair value cannot be determined; in such cases, the cost method is used. Gains and losses stemming from adjustments of value are recognised in other comprehensive income in a specific equity reserve. When there is an indication of impairment in an available for sale financial asset and there is objective evidence of this, the cumulative gain or loss that was recognised in other comprehensive income must be

124 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 124 reclassified from equity to profit or loss for the period as a reclassification adjustment even if the financial assets has not been derecognised. Investments in associates are valued using the equity method with a separate entry in the statement of comprehensive income for the share of the Group in the results of the companies over which it exercises significant influence. Receivables Loans and receivables are initially recognised at fair value. They are subsequently recognised at amortised cost using the original effective interest rate of the receivable. At each balance sheet date, Group companies measure the recoverable amount of such loans and receivables, taking expected future cash flows into account. Inventories Inventory is valued at the lower of purchase or production cost, including ancillary costs, calculated using the FIFO method, and the presumable net realisable value based on market trends. Group inventory consists mainly of suspended costs relating to activities in future accounting periods and consumables. Cash and cash equivalents Cash and cash equivalents comprise cash on hand, bank demand deposits and cash investments with an original maturity of not more than three months. The definition of cash and cash equivalents in the consolidated statement of cash flows is the same as that of the statement of financial position. Assets and liabilities held for sale This category includes assets and liabilities (or assets and liabilities in a disposal group/discontinued operations) where the carrying value will be recovered primarily through a sale rather than through continued utilisation. For this to happen, the following conditions must be met: - the assets (or disposal groups) must be available for immediate sale in their present condition; - the sale must be highly probable, i.e. the company must be committed to a programme for their disposal; activities to identify a buyer must have been initiated; and completion of the sale must be scheduled to take place within one year of the date of classification in this category.

125 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 125 Assets held for sale are measured at the lower of their net carrying value and their fair value less costs to sell. If an asset that is depreciated or amortised is reclassified to this category, the depreciation or amortisation process is discontinued at the time of reclassification. In compliance with IFRS 5, data relating to discontinued operations are presented as follows: - in two specific balance sheet accounts: Held-for-sale assets and Held-for-sale liabilities; - in a specific income statement account: Net income/(loss) for period from discontinued operations. Shareholders equity Treasury shares The par value of treasury shares is deducted from share capital and any amount in excess of par value is deducted from the share premium reserve. Any gains or losses from transactions in treasury shares are recognised in other comprehensive income, and aggregated in a specific equity reserve. Costs for capital transactions Costs directly attributable to capital transactions are recognised as a direct reduction of equity. Trade payables, tax liabilities, pre-payments, and other liabilities Payables, advances and other liabilities are initially recognised at their fair value. After that, they are measured at amortised cost. Payables are derecognised when underlying financial obligations have been discharged. If they have a due date in excess of twelve months, liabilities are discounted to present value using an interest rate reflecting market assessments of the time value of money and specific risks connected with the liability concerned. Discounting interest is classified in financial expense. Derivative instruments A derivative or any other contract with the following characteristics is classified as a financial instrument and consequently fair-valued at the end of each accounting period: (i) its value changes in response to the change in an interest rate, the price of a financial instrument, a commodity price, a foreign-exchange rate, a price or rates index, creditworthiness, or another pre-established underlying variable; (ii) it requires no net initial investment or, if initial investment is required, one that is smaller than would be required for a contract from which a similar response to changes in market factors would be expected; (iii) it is settled at a future date. The effects of fair-value measurement are recognised in the income statement as financial income/expense.

126 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 126 Provisions for risks and charges Provision is made for risks and charges when the Group must meet a present obligation (legal or constructive) stemming from a past event, the amount of which can be reliably estimated and for settlement of which an outflow of resources is probable. If expectations of resource outflow go beyond the next financial year, the obligation is recognised at its present value via discounting of future cash flows at a rate that also considers the time value of money and the liability s risk. Risks for which manifestation of a liability is only possible, not probable, are shown in the paragraph, disclosure on guarantees given, undertakings and other contingent liabilities, and no provisions are made for these. Bank borrowings and other financial liabilities Financial liabilities are initially recognised at cost as represented by the fair value of the funds received net of related costs incurred to receive the loan. After initial recognition, borrowings are measured according to amortised cost calculated using the effective interest rate. Amortised cost is calculated taking into account issuance costs and any discount or premium envisaged at the time of settlement. Employee benefits Employee benefits paid out upon or after cessation of the employment relationship consist mainly of employee severance indemnities [trattamento di fine rapporto, or TFR], which are governed by Article 2120 of the Italian Civil Code. In accordance with IAS 19, employee severance indemnities are considered a defined-benefit plan, i.e. a plan consisting of benefits provided after cessation of employment, which constitutes a future obligation for which the Group assumes actuarial risks and related investments. As required by IAS 19, the Group uses the projected unit credit method to determine the present value of its defined-benefit obligations and the related current service costs. This calculation requires the application of objective and mutually compatible actuarial assumptions concerning demographic variables (mortality rate, employee turnover) and financial variables (discount rate, future increases in salary levels). The Fiera Milano Group has opted for immediate recognition in the income statement of any gains or losses stemming from changes in actuarial assumptions without using the corridor method, which allows recognition in the income statement (based on expected average residual working life of employees) of the cumulative net value of actuarial gains and losses that exceed 10% of the highest between any assets servicing the plan and the present value of the obligation as at balancesheet date. From 1 January 2007, following social security reform, accumulating employee severance indemnities are to be allocated to pension funds, to the INPS treasury fund, or, in the case of companies with fewer than 50 employees, may remain within the company as in previous years. Employees were given the option until 30 June 2007 to choose the destination of their severance indemnities.

127 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 127 In that regard, the allocation of accumulating employee severance indemnities to pension funds or to INPS means that a portion of these indemnities will be classified as a defined-contribution plan in that the company s obligation is solely the payment of contributions either to the pension fund or to INPS. The liability related to past severance indemnities continues to be a defined-benefit plan to be measured on an actuarial basis. Termination benefit not included in the employee severance indemnities (TFR) are recognised as liabilities and employee expenses when the enterprise is demonstrably committed to terminate the employment of an employee or group of employees before the normal retirement date or provides termination benefits as a result of an offer made in order to encourage voluntary redundancy. The benefits owed to employees for termination of their employment do not give any future economic benefits to the enterprise and are therefore recognised immediately as a cost. Stock options Options to subscribe and purchase shares awarded to Group employees and directors give rise to recognition of a cost recognised in personnel expenses & employee benefits set against a corresponding increase in equity. Options are measured at fair value as at grant date and the related cost is posted in the income statement during the vesting period. Fair value is calculated using specific mathematical and financial models. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits associated with the sale of goods or rendering of services will flow to the Group and the relevant amount can be measured reliably. Revenues are posted at the fair value of the consideration received or receivable, taking into account any trade discounts and quantity-based reductions granted. Regarding the sale of services, revenue is recognised when service is rendered. Consistent with the requirements of IAS 18 Paragraph 25, in the case of revenues for the rendering of services relating to exhibitions and congresses, these are recognised when these exhibitions and congresses actually take place, because it is during the actual exhibition/congress that most of the related costs are borne. When it is probable that the total costs of an exhibition will exceed its total revenues, the expected loss is recognised as a cost in a specific provision. Operating costs Costs are recognised when they relate to goods and services sold or used in the financial year or on an accrual accounting basis when their future usefulness cannot be precisely identified. Given that they are substantially an item of remuneration, payroll costs include stock options granted to Group executives and directors. The portion of stock option cost assigned to the period is determined according to the length of the period covered by the stock-option scheme.

128 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 128 Payroll costs also include directors compensation, both fixed and variable, on an accrual accounting basis, taking into account the effective period of service concerned. Costs that are not eligible for capitalisation in statement of financial position assets are charged to the income statement in the period when they are incurred. Other income This item has a residual nature and includes grants and subsidies. The recovery from the controlling shareholder Fondazione Fiera Milano of its contribution to the costs incurred for development initiatives and projects and for the anti-crisis measures taken by the Group fall into this category. This type of contribution for the development and support of the exhibition business managed by Fiera Milano and aimed at supplying, through Fiera Milano itself, direct support to those involved in the sector is neither a capital facility or a payment made by Fondazione Fiera Milano as a shareholder; therefore, in accordance with international accounting standards it has been recognised in income in the financial year it was received. Financial income and expenses Financial income and expenses are recognised in accounts based on timing that considers the effective yield/expense of the asset/liability concerned. Income Tax For each company, income taxes are recognised according to estimated taxable income in compliance with current tax rates and regulations. Income taxes are recognised in the income statement, except for those relating to items directly debited or credited to equity, in which case the tax effect is directly recognised in equity. Deferred taxes are measured according to the taxable temporary differences existing between the carrying amounts of assets and liabilities and their tax base and are classified among non-current assets and liabilities. Deferred tax assets are recognised to the extent that there is likely to be sufficient future taxable income against which the positive balance can be utilised. The carrying amount of deferred tax assets is subject to review at the end of the year. Deferred tax assets and liabilities are measured according to the tax rates that are expected to be applied in the period when the deferrals materialise, considering the tax rates in force or those that are scheduled to come into force subsequently. Current and deferred tax assets and liabilities are offset only when they are levied by the same taxing authority and when there is a legal right to settle on a net basis. Further information on the tax consolidation may be found in Note 37.

129 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 129 Foreign currency transactions Transactions in foreign currencies are recorded at the current exchange rate in force on transaction date. Monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate in force on the balance sheet date. Foreign exchange differences generated by the extinction of monetary items or their translation at different exchange rates from those at which they were translated at the time of initial recognition in the period, or in previous periods, are recognised in the income statement. Foreign exchange differences are shown in financial expense and income. Dividends Dividend revenues are recognised in accounts at the time when shareholders right to receive payment has been established. This is normally the date of the Annual General Shareholders Meeting that approves dividend distribution. Earnings (losses) per share Basic earnings (losses) per share are calculated by dividing Group profit or loss attributable to ordinary equity holders of the Parent Company by the weighted average number of ordinary shares outstanding in the period, excluding treasury shares. Diluted earnings (losses) per share are calculated by adjusting the weighted average number of shares outstanding to allow for all dilutive potential ordinary shares. Use of estimates Preparation of financial statements and related notes using IFRS requires estimates and assumptions to be made that affect the amounts of statement of financial position assets and liabilities and disclosures concerning potential assets and liabilities as at balance sheet date. Actual results may differ from these estimates. Estimates are used to recognise provisions for doubtful accounts, depreciation and amortisation, employee benefits, taxes, and other provisions and reserves, as well as any adjustments to asset value. Estimates and assumptions are reviewed regularly and the effects of any change are immediately reflected in the income statement. Concerning the use of estimates of financial risk, reference should be made to the specific paragraph in the notes to the financial statements, whilst it should be noted that the valuation of the fund for risks refers to the best information available at the date of the consolidated financial statements. Fiera Milano Group has paid special attention in carrying out impairment tests on the intangible assets shown in the consolidated financial statements as at 31 December In this context, each company in the Group has prepared a preliminary draft of the Plan based on present visibility and consistent with the contents of the paragraph on the business outlook.

130 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 130 These Plans provided the basis for calculating the value in use of each cash generating unit or group of cash generating units using the discounted cash flow (DCF) method. The results obtained were reassuring as, in most cases, the cash generating units of the Group showed a significantly higher value in use compared to the carrying value, despite the use of prudent criteria (discount rates for cash flows, business growth rates, average outlook for calculating the terminal value). Business combinations In accordance with IFRS 3, as described in the paragraph that follows the section, disclosure on acquisitions, in the present financial statements the Group has shown the identifiable assets acquired and the identifiable liabilities assumed of Cipa FM at the fair value on the date control was acquired. The goodwill deriving from the transaction is the residual amount. These values were calculated using estimates of the identifiable assets and liabilities, a process that was concluded on 31 December 2011 and which was based on reasonable and realistic assumptions using the information that was available at the date control was acquired and which had an effect on the value of the assets, liabilities and goodwill recognised, as well as on the revenues and expenses for the period. Information on acquisitions Acquisition transactions that can be considered business combinations On 27 January 2011 (the acquisition date), Fiera Milano SpA, through its Brazilian subsidiary Eurofairs International Consultoria e Partecipações Ltda, completed the acquisition of 75% of the share capital of Cipa FM Publicações e Eventos Ltda. Cipa FM is a well-known company in the exhibition sector in Brazil with exhibitions in forty-two different industrial sectors. It currently has eighteen exhibitions in its portfolio covering ca. 80,000 net square metres of exhibition space, primarily organised in São Paulo. It has a particularly strong position in the safety and security sectors and in technology, products and services for the physically impaired. Under the agreement the total transaction consideration is million Brazilian reals (Euro million) which, net of separate transactions, is million Brazilian reals (Euro million) of which million Brazilian reals (Euro million) was paid on completion of the transaction. The remaining possible consideration of million Brazilian reals (Euro million) will be paid over three years on the attainment of gross operating profit targets for 2011, 2012 and 2013 and proportionately reduced if the gross operating profit targets are not met in each year. The estimate of the difference of the potential consideration to be paid (before it is discounted to the net present value) ranges from zero to Euro million ( million Brazilian reals). The fair value at the acquisition date of this part of the consideration has been calculated as million Brazilian reals (Euro million) considering the probability that the targets will be met and discounted over the reference period to reach the net present value. At 31 December 2011 there was no change in the value of this potential consideration. The acquisition consideration may be broken down as follows:

131 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 131 ACQUISITION CONSIDERATION OF CIPA FM ( 000) Initial consideration Initial consideration 7,615 Final consideration 5,195 Total acquisition consideration 12,810 Cash flow Cash paid 7,615 Cash received -515 Total cash flow 7,100 The identifiable assets acquired and the identifiable liabilities assumed of Cipa FM were valued at fair value at the acquisition date and are summarised below. ASSETS OF CIPA FM ( 000) Non-current assets 14,569 Intangible assets with a finite useful life 14,569 Current assets 553 Trade and other receivable 38 Cash and cash equivalents 515 Non-current liabilities 4,792 Deferred tax liabilities 4,792 Current liabilities 2,463 Trade payables 10 Pre-payements 2,426 Other current liabilities 27 Net assets acquired 7,867 Non-controlling interest -1,967 Goodwill 6,910 Total 12,810 The values shown above may differ from those in the 2010 financial statements as the valuation process for business combinations under accounting standard IFRS 3 Business Combinations was only completed on 31 December The Group identified and valued the net assets which consist primarily of exhibition brands and publications. The goodwill is supported by the expected synergies in the combination of the assets of the acquiring entity and those of the entity acquired. The Group opted to value the non-controlling interests at the acquisition date at the proportionate share of the identifiable net assets of the entity acquired. For the period from 27 January 2011 to 31 December 2011, Cipa FM contributed consolidated revenues of Euro million and consolidated net profit for the year of Euro million. The contingent considerations of the acquisition totalled Euro million and were recognised in the statement of comprehensive income under the entry service costs.

132 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 132 As required by IFRS 3, transactions separate from the business combination to which the acquisition method was not applied but which were accounted under the relevant IAS/IFRS accounting standards were identified. These transactions covered the following items: - Compensation for the position held in the company by the ex-shareholder: million Brazilian reals (Euro million) of the consideration paid was recognised as remuneration for the first two years for the position of Manager held by the ex-shareholder of the company acquired. This difference was recognised in trade and other receivables and the amount for the period under review (Euro million) was recognised in profit and loss; - Non compete agreement: the ex-shareholder and Manager of the company acquired is held to a non compete agreement for the period in which he remains in office and for five subsequent years. The fair value of this agreement was estimated at Brazilian reals (Euro million) of which million Brazilian reals (Euro million) was paid as part of the agreed consideration. The non compete agreement is recognised in the entry Intangible assets with a finite useful life and amortised over the useful life, which was estimated at fifteen years. The part not already paid was recognised in other liabilities; - Retention bonus: under the agreement if the Manager were to resign he must pay the company a sum of million Brazilian reals (Euro million). This penalty is reduced by million Brazilian reals (Euro million) for every year that the Manager remains in the company acquired. Part of the consideration, equal to the amount of the penalty, was considered remuneration for services subsequent to the business combination as the provision of a penalty for early resignation by the Manager is an implicit obligation to repay a sum that was pre-paid in the contractually agreed consideration. This sum of million Brazilian reals (Euro million) was recognised in trade and other receivables and the part relating to the financial year under review, million Brazilian reals (Euro million), was recognised in profit and loss; - Rent: the office rental agreement between the ex-shareholder and the company acquired provides for no payment to be made in the first two years. Given that the rent in the years following the second year are in line with market values for properties in comparable locations, a part of the transaction consideration equal to the rent for the first two years (0.572 million Brazilian reals, Euro million) was considered payment for use of the rented property and recognised in trade and other receivables, whilst the part relating to the financial year under review, million Brazilian reals (Euro million) was recognised in profit and loss. Figures in Euro are given using the exchange rate of EUR/BRL on 27 January Segment reporting In accordance with IFRS 8, the identification of operating segments and related information is based on the data used by management to make its operating decisions and is consistent with the management and control

133 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 133 model used. The internal accounting system, regularly reviewed and used by the top decision makers in the Group gives information by segment and also by individual company. The new strategic direction, the corporate reorganisation and rationalisation of Fiera Milano Group, and the expansion in international markets has resulted in a change to the internal organisational structure and to the valuation and corporate reporting system. Therefore under the current management approach, the operating segments have been reorganised as follows: Italian Exhibitions: this segment replaces the previous venues and related services and exhibition organisation and focuses on maximising the results from a single product, Exhibitions, whether sold directly or indirectly. The two sales channels are merely an instrument to attain the single goal of maximising corporate results. Italian Exhibitions is therefore the segment that covers all activities for the direct organisation and hosting of exhibitions and other events in Italy, through the use, promotion and availability for use of furnished exhibition spaces, project support and ancillary services. Specifically this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors): - that are directly organised by the Group or in partnership with third-parties; - organised by third parties, through the hiring out of spaces and services. These activities are carried out by the Parent Company Fiera Milano SpA, by TL.TI Expo SpA and by Milan International Exhibitions Srl, a company with its registered office in Rho that was constituted on 1 December 2011 by the Parent Company and the Milan Chamber of Commerce for Industry, Crafts and Agriculture (hereinafter the Chamber of Commerce), which holds 80% through Parcam Srl. Foreign Exhibitions: as a result of the increased activity in foreign markets and the number of companies and countries involved and consistent with the Group strategy, a specific organisational segment was set up for foreign business in the financial period under review. These factors and the desire of the management to organise the foreign business in a distinct way were the reasons behind the creation of this new segment. This segment covers all activities for the organisation of exhibitions and other events abroad through the use, promotion and offer of furnished exhibition spaces, the offer of project support, as well as ancillary services. Specifically this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors) that are directly organised by the Group or in partnership with third-parties. These activities are carried out by: - Hannover Milano Global Germany GmbH, a joint venture with Deutsche Messe AG of Hannover, which operates in China through two subsidiaries, Hannover Milano Fairs Shanghai Co Ltd and Hannover Milano Fairs China Ltd, and in India through Hannover Milano Fairs India Pvt Ltd; - Cipa FM Publicações e Eventos Ltda (hereinafter Cipa FM ), a well-known exhibition organiser in the Brazilian market, following the finalisation of the acquisition on 27 January 2011 of 75% of the share capital by the Brazilian subsidiary Eurofairs International Consultoria e Participações Ltda (hereinafter Eurofairs ) with a registered office in Sao Paulo; - Fiera Milano India Private Ltd, with a registered office in New Delhi, established on 24 March 2011 and operational since July 2011;

134 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT OOO Fiera Milano, with a registered office in Moscow, established on 30 March 2011 and operational since July Stand-fitting services: this segment covers all stand-fitting services, technical services and all exhibition site services for exhibitions and congresses done by Nolostand SpA. Media: this segment covers the production of content and supply of on line and off line publishing services, as well those associated with the organisation of events and congresses. This segment includes the following sectors: - publishing and digital services; - events and training. From 1 November 2011, these sectors have been headed by Fiera Milano Media SpA, formerly Fiera Milano Editore SpA, following the merger by incorporation of Business International SpA and Expopage SpA. Congresses: this segment covers the management of conferences and events under Fiera Milano Congressi SpA. The tables below give the segment financial and statement of financial position data for the financial years to 31 December 2011 and 31 December Information for the 2010 financial year has been reclassified to reflect the aforementioned changes.

135 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 135 INCOME STATEMENT TO 31/12/11 ( 000) Domestic Foreign Exhibition Media Congresses Adjustments Consolidated Exhibitions Exhibitions services Revenues from sales and services 206,181 18,791 9,768 14,963 28, ,000 to 3rd-parties Revenues from intersegment 6, ,439 2, ,561 sales and services Total revenues 212,332 18,890 33,207 17,098 29,034-32, ,000 of which from Italy 259,209 of which from foreign activities 18,791 Cost of materials , ,341 Cost of services 108,223 10,152 24,366 8,989 20,624-33, ,594 Cost for use of 3rd-party assets 55,353 1,473 1, , ,904 Personnel expenses 37,774 2,290 3,616 6,791 3, ,295 Other operating expenses 5, ,651 Total operating expenses 207,860 14,136 30,560 17,082 26,292-35, ,785 Other income 14, ,069 13,702 Gross operating result 19,419 4,985 3, , ,917 of which from Italy 25,564 of which from foreign activities 5,353 Depreciation of property, 3, , ,657 8,132 plant & equipment Depreciation of property investments Amortisation of intangible assets 3, , ,912 Adjustments to asset values Allowance for doubtful accounts ,184 and other provisions Net operating result (EBIT) 12,347 4, ,871 1, ,518 of which from Italy 10,918 of which from foreign activities 4,600 Financial income and similar 1,504 Financial expenses and similar 4,306 Valuation of financial assets Profit/(loss) of equity method accounted companies Profit/(loss) before income tax 12,716 Income tax 7,567 Profit/(loss) from continuing 5,149 operations Profit/(loss) from discontinued - operations Revenues Operating expenses Profit/(loss) for the year 5,149 Profit/(loss) attributable to 222 non-controlling interest Group profit/(loss) 4,927 BALANCE SHEET DATA AT 31/12/11 ( 000) Investments Depreciation of non-current assets Domestic Exhibitions 4,413 7,575 Foreign Exhibitions 22, Setting up services 4,015 2,602 Media 372 1,594 Congresses 2,190 1,699 Adjustments -110 Total 33,234 14,044

136 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 136 INCOME STATEMENT TO 31/12/10 ( 000) Domestic Foreign Exhibition Media Congresses Adjustments Consolidated Exhibitions Exhibitions services Revenues from sales and services 190,170 7,419 11,796 17,972 21, ,358 to 3rd-parties Revenues from intersegment 5, ,549 3, ,779 sales and services Total revenues 195,218 7,512 30,345 21,471 21,591-27, ,358 of which from Italy 240,939 of which from foreign activities 7,419 Cost of materials , ,397 Cost of services 107,041 3,373 21,833 10,194 15,119-28, ,512 Cost for use of 3rd-party assets 54,474 1,335 1, , ,971 Personnel expenses 34, ,367 7,076 2, ,844 Other operating expenses 5, ,765 Total operating expenses 201,862 5,790 28,336 19,001 19,474-28, ,489 Other income 17, ,311 17,561 Gross operating result 10,368 1,827 2,801 2,893 2, ,430 of which from Italy 18,568 of which from foreign activities 1,862 Depreciation of property, plant 4, , ,612 8,105 and equipment Depreciation of property investments Amortisation of intangible assets 6, , ,996 Adjustments to asset values Allowance for doubtful accounts 1, ,727 and other provisions Net operating result (EBIT) -1,613 1, ,336 of which from Italy 498 of which from foreign activities 1,838 Financial income and similar 476 Financial expenses and similar 2,605 Valuation of financial assets Profit/(loss) of equity method accounted companies Profit/(loss) before income tax 207 Income tax -1,867 Profit/(loss) from continuing 2,074 operations Profit/(loss) from discontinued - operations Revenues Operating expenses Profit/(loss) for the year 2,074 Profit/(loss) attributable to -118 non-controlling interest Group profit/(loss) 2,192 BALANCE SHEET DATA AT 31/12/10 ( 000) Investments Depreciation of non-current assets Domestic Exhibitions 2,813 10,604 Foreign Exhibitions Setting up services 2,203 2,220 Media 658 1,702 Congresses 983 1,661 Adjustments -107 Total 6,704 16,101

137 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 137 Notes to the Consolidated Financial Statements STATEMENT OF FINANCIAL POSITION ASSETS NON-CURRENT ASSETS 1) Property, plant and equipment The breakdown and changes in the last two financial years were as follows: PROPERTY, PLANT AND EQUIPMENT ( 000) Balance at Changes during the financial year Balance at 31/12/09 Incr. Decr. Depr. Impairment Currency Reclassification 31/12/10 translation differences Buildings historic cost depreciation Net Plant and machinery historic cost 12, ,876 depreciation 5,350 1,236 6,586 Net 7, , ,290 Industrial and commercial equipment historic cost 29,592 1,428 1, ,122 depreciation 22,583 1,100 2, ,023 Net 7,009 1, , ,099 Other assets historic cost 48,946 1,591 1, ,814 depreciation 28,919 1,641 4, ,589 Net 20,027 1, , ,225 Contracts in progress and prepayments historic cost Net Total property, plant and equipment historic cost 92,216 4,037 2, ,420 depreciation 57,645-2,741 8, ,991 Net 34,571 4, , ,429

138 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 138 PROPERTY, PLANT AND EQUIPMENT ( 000) Balance at Changes during the financial year Balance at 31/12/10 Incr. Decr. Depr. Impairment Currency Reclassification 31/12/11 translation differences Buildings historic cost depreciation Net Plant and machinery historic cost 12,876 1, ,307 depreciation 6,586 1, ,821 Net 6,290 1,433-1, ,486 Industrial and commercial equipment historic cost 30,122 4, ,312 depreciation 24, , ,873 Net 6,099 4, , ,439 Other assets historic cost 48,814 2, ,731 depreciation 31, , ,031 Net 17,225 2, , ,700 Contracts in progress and prepayments historic cost Net Total property, plant and equipment historic cost 93,420 8,542 2, ,392 depreciation 62,991 2,320 8, ,725 Net 30,429 8, , ,667 The breakdown and changes in the last two financial years were as follows: Buildings This item was equal to zero. Plant and machinery This item totalled Euro million, net of depreciation in the financial year of Euro million, and was mainly electrical and thermal plant and alarm and audiovisual systems. The increase of Euro million was primarily attributable to plant for the Rho exhibition site. Industrial and commercial equipment This item was Euro million, net of depreciation in the financial year of Euro million, and was mainly for equipment and furnishings connected to the exhibition activities. The increase of Euro million was mainly attributable to the purchase of furniture and assets to be hired out during exhibitions. The decreases reflected the sale by Nolostand SpA of obsolete aluminium assets that had been completely depreciated.

139 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 139 Other assets This item was Euro million net of depreciation in the financial year of Euro million; Euro million was for improvements to third-party assets and Euro million was for furniture, furnishings, minor equipment, transport vehicles and electronic equipment. The breakdown of the Euro million increase was as follows: - Euro million attributable to the Parent Company for the acquisition of electronic equipment, furniture and furnishings and Euro million for improvements made to assets belonging to Fondazione Fiera Milano, which were the responsibility of Fiera Milano SpA under existing lease contracts. Depreciation on improvements made to assets belonging to third-parties is calculated on the basis of the residual duration of the lease contracts for fixed assets; - Euro million attributable to Fiera Milano Congressi for costs sustained for study projects, restructuring and adjustments and for the furnishing of the new congress centre; - The remaining Euro million was attributable to other companies. Contracts in progress and pre-payments This item totalled Euro million and was for building restructuring costs of new sites in Rome to be used for congresses. 2) Leased property, plant and equipment Details of the amounts and changes to various items are given below: LEASED PROPERTY, PLANT AND EQUIPMENT ( 000) Balance at Changes during the financial year Balance at 31/12/09 Incr. Decr. Depr. Impairment Reclassification 31/12/10 Leased buildings historic cost - - depreciation - - Net Leased plant and machinery historic cost - - depreciation - - Net Leased industrial and commercial equipment historic cost depreciation Net Other leased assets historic cost depreciation Net Total leased property, plant and equipment historic cost depreciation Net

140 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 140 LEASED PROPERTY, PLANT AND EQUIPMENT ( 000) Balance at Changes during the financial year Balance at 31/12/10 Incr. Decr. Depr. Impairment Reclassification 31/12/11 Leased buildings historic cost - - depreciation - - Net Leased plant and machinery historic cost - - depreciation - - Net Leased industrial and commercial equipment historic cost depreciation Net Other leased assets historic cost depreciation Net Total leased property, plant and equipment historic cost depreciation Net ) Goodwill and intangible assets with an indefinite useful life The breakdown and changes in the last two financial years were as follows: GOODWILL AND INTANGIBLE ASSETS WITH AN INDEFINITE USEFUL LIFE ( 000) Balance Changes during the financial year Balance at 31/12/09 Incr. Decr. Impairment Change in Currency Reclassification at 31/12/10 area of translation consolidation differences Goodwill historic cost 122, ,255 amortisation 16,607 16,607 Net 105, ,648 GOODWILL AND INTANGIBLE ASSETS WITH AN INDEFINITE USEFUL LIFE ( 000) Balance Changes during the financial year Balance at 31/12/10 Incr. Decr. Impairment Change in Currency Reclassification at 31/12/11 area of translation consolidation differences Goodwill historic cost 122, , ,629 amortisation 16,607 16,607 Net 105, , ,022

141 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 141 The changes in the financial year were as follows: - an increase of Euro million following the acquisition of the Brazilian company Cipa FM; - a decrease of Euro million from the foreign exchange effect of the acquisition of the Brazilian company Cipa FM; - a decrease of Euro million for the adjustment to the earn out for the conferral by Deutsche Messe AG to Hannover Milano Global Fairs India Pvt Ltd of the exhibition business division in India; - a decrease of Euro million for the adjustment to the earn out on the acquisition of Edizioni Specializzate SpA. As described in the section on Valuation Criteria, goodwill is not depreciated but is subject to impairment tests at the year-end accounting date or more frequently if there are any indications of impairment. Furthermore, note should be made of the paragraph, Use of Estimates, concerning the methodology used in 2011 for the impairment tests. It should also be noted that goodwill is allocated to the relevant cash generating units or groups of cash generating units identified in each legal entity. The corporate rationalisation and simplification process and the parallel reorganisation of the business caused a change to the operating segments and a redefinition of the cash generating units and groups of cash generating units to which goodwill is allocated for impairment testing. Specifically, in identifying the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets (IAS 36), a specific cash-generating unit definition was given to the reportable segments of the Group. In the reportable segment, Exhibitions, each individual exhibition is a cash-generating unit. Both the reportable segments Exhibition stand-fitting and Congresses have just one cash-generating unit that encompasses all the segment activities. In the reportable segment Media different cash generating units are identifiable that correspond to the various publications while digital services is another cash-generating unit and all the activities relating to seminars and conventions are a single cash-generating unit (the events and training CGU). Lastly, in the reportable segment Overseas the situation varies according to whether the Group is active in the country with its own exhibitions (as in Brazil) or if it is active in a country through a joint venture and contracts for the use of its trademarks (as in China and India). In the first case, there are cash-generating units for each single exhibition and in the latter case the cash generating unit encompasses the activities within a single reference market. As regards the impairment tests, so as not to use arbitrary allocation criteria, goodwill was allocated on the basis of appropriate groupings that reflect the new strategic vision of the company, as well as how the goodwill was generated.

142 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 142 The goodwill allocations are as follows: - the directly organised exhibition cash-generating unit group: this comprises the cash generating units of the exhibitions directly organised by Fiera Milano SpA. The goodwill allocated to this group was Euro million of which Euro million was the goodwill that came with Rassegne SpA, which was incorporated in the Parent Company during 2011, and Euro million was goodwill from the acquisition of TL.TI Expo SpA; - the exhibition cash-generating unit group: this comprises the cash generating units of all the exhibitions of Fiera Milano SpA. The goodwill allocated to this group was Euro million of which Euro million was the goodwill coming from the conferral of the exhibition entity by Fondazione Fiera Milano to Fiera Milano SpA on 17 December 2001 and Euro million was goodwill from the acquisition by the Parent Company of the Information Communication Technology business division from its subsidiary Expopage SpA; - the exhibition stand-fitting cash generating unit: the goodwill of Euro million from the acquisition of the standard stand-fitting business division by Nolostand SpA was allocated to this cash generating unit; - the publishing and digital services group of cash generating units: this includes the cash generating units of the publications and digital services. Euro million of goodwill was allocated to this group of which Euro million to Fiera Milano Editore SpA, later renamed Fiera Milano Media SpA and Euro million of goodwill from the acquisition of Expopage, which was incorporated into Fiera Milano Media SpA; - the events and training cash generating unit: the goodwill of Euro million from the acquisition of Business International SpA was allocated to this cash-generating unit; - the congress cash generating unit: the goodwill allocated to this cash generating unit was Euro million and was from the acquisition of Fiera Milano Congressi SpA; - the Brazil group of cash generating units: this includes the cash generating units of the exhibitions organised by Cipa FM. The goodwill allocated to this group of cash generating units was Euro million and was from the acquisition of the Brazilian company Cipa FM; - the JV Hannover group of cash generating units: this includes the cash generating units of the Chinese and Indian businesses that are in joint venture with Deutsche Messe. The goodwill allocated to this group of cash generating units was Euro million and was from the joint ventures with Deutsche Messe AG, under which the Parent Company acquired 49% of Hannover Milano Global Germany GmbH; - the HMFI cash generating unit: this cash generating unit is for the Indian business of Hannover Milano Global Germany GmbH, which is jointly controlled by the joint venture agreement with Deutsche Messe AG. The goodwill of Euro million allocated to this cash-generating unit is from the conferral of this business by Deutsche Messe AG to Hannover Milano Global Germany GmbH.

143 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 143 The realisable value of the cash generating units to which individual goodwill was attributed is verified by determining the value in use. The method used is that of discounted cash flow, based on the business plans of each Group company and approved by their respective Boards of Directors. In the case of the Publishing and Digital Services and the Events and Training cash generating units the cash inflows out to 2016 are taken into consideration as the first business plan of Fiera Milano Media covers a time horizon of at least five years. Cash flow projections beyond the time horizons of the respective business plans are generally calculated using the average gross operating profit of the last two years of the plan and reconstructing a normalised cash flow without considering changes in working capital and including maintenance and replacement costs. It should be noted that the terminal value is calculated as a perpetuity obtained by capitalising the average net cash flows, as described above, at a discount rate that differs for the different reference countries of the cashgenerating units and assuming a growth rate of 1.5% for the Italian cash-generating units and of 2% for the foreign cash generating units. The WACC (Weighted Average Cost of Capital) used for the Italian businesses is 8.4%. The following were used to calculate the WACC: a risk-free rate of 4.8%, a risk premium of 6.2% and a pretax cost of debt of 6.5% with a weighting of debt/invested capital of 40%. A rate net of taxes was applied to cash flows net of tax. In calculating the risk premium of 6.2%, the following were taken into account: (i) a market risk premium of 5.0%, the four-yearly difference between the yield of the equity market and that of long-term Government bonds; (ii) a 1.23 levered beta which measures the specific risk of Fiera Milano Group relative to the average of the market and also takes into account the actual level of Group debt. For the Brazilian cash-generating units a WACC of 13.14% was used, for the India cash generating unit the WACC used was 10.92% while that for the cash generating unit of the business of Hannover Milano Global Germany was 7.86%, which is the average of the interest rate for India (10.92%) and China (7.68%) weighted for the business volumes generated in the two countries. Sensitivity analyses were carried out by varying the WACC (+0.5%) and the forecast operating cash flows (-10%) with positive results in both cases.

144 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 144 4) Intangible assets with a finite useful life The breakdown and changes in the last two financial years were as follows: INTANGIBLE ASSETS WITH A FINITE USEFUL LIFE ( 000) Balance Changes during the financial year Balance at 31/12/09 Incr. Decr. Depr. Impairment Change in Currency Reclassification at 31/12/10 area of translation consolidation differences Trademarks and publishing titles historic cost 49, ,205 amortisation 3,579 2, ,931 Net 45, , ,274 Concessions, licenses and similar rights historic cost 3, ,264 2,556 amortisiaton 2, ,062 1,718 Net 1, Development costs historic cost 2, ,157 amortisation 1, ,124 Net Industrial patents and intellectual property rights historic cost 24,078 1,817 1,266 27,161 amortisation 18,018 4,920 1,064 24,002 Net 6,060 1,817-4, ,159 Non-competition agreements historic cost amortisation Net Contracts in progress and prepayments historic cost Net Total intangible assets with a finite useful life historic cost 79,384 2, ,342 amortisation 26, , ,775 Net 53,211 2,510-7, ,567

145 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 145 INTANGIBLE ASSETS WITH A FINITE USEFUL LIFE ( 000) Balance Changes during the financial year Balance at 31/12/10 Incr. Decr. Depr. Impairment Change in Currency Reclassification at 31/12/11 area of translation consolidation differences Trademarks and publishing titles historic cost 49, , ,520 amortisation 5, , ,739 Net 43, ,169-14, ,781 Concessions, licenses and similar rights historic cost 2, ,638 amortisation 1, ,163 Net Development costs historic cost 2, ,272 amortisation 2, ,272 Net Industrial patents and intellectual property rights historic cost 27,161 2, ,744 amortisation 24, , ,100 Net 3,159 2, , ,644 Non-competition agreements historic cost amortisation Net Contracts in progress and prepayments historic cost Net Total intangible assets with a finite useful life historic cost 81,342 2, , ,742 amortisation 33, , ,335 Net 47,567 2, ,912-15, ,407 Trademarks and publishing titles This item totalled Euro million with the following breakdown: exhibition trademarks: - Transpotec & Logitec: Euro million; - BIT: Euro million; - Host: Euro million; - MilanoVendeModa: Euro million; - Rich: Euro million; - Bias: Euro million; - Fluidtrans Compomac: Euro million; - Miart: Euro million;

146 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT Fisp: Euro million; - Reatech: Euro million; - Exposec: Euro million; - Braseg: Euro million; - Tubotech: Euro million; - Other: Euro million; other trademarks and publishing titles: - Business International: Euro million; - publishing titles Technology : Euro million; - publishing titles Real Estate : Euro million; - publishing titles Ho.Re.Ca. : Euro million; - Cipa: Euro million; - Security: Euro million; - Incendio: Euro million. The trademarks are mainly for specific exhibitions directly organised by the Group. The publishing titles refer to specialist periodicals aimed at professional persons. Both the trademarks and the publishing titles came under the Group control through various business combinations transacted over time. As a result of estimates made of the useful life of the various exhibition trademarks and publishing titles, starting from the fourth quarter of 2008 these have been depreciated rather than using the previous accounting criteria of an indefinite useful life. The most significant changes in the financial period under review were: - Euro million when Cipa FM became part of the area of consolidation; - Euro million for the write-down of the Ristoranti Villa Erba brand when the lease contract on the business division to which it refers was not renewed; - Euro million for amortisation. Concessions, licences and similar rights At 31 December 2011, this item totalled Euro million net of amortisation for the year of Euro million. The increase of Euro million was attributable to the purchase of time-limited software licences. Time-limited software licences are amortised over a period of three years. Development costs This item was zero. Industrial patents and intellectual property rights These were Euro million net of amortisation for the year of Euro million. The Euro million

147 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 147 increase includes the reclassification of fixed assets under construction that refers mainly to capitalised costs for functional upgrades to the information management system and for the implementation of other projects and the purchase of software licences with no time limits on their use by the Parent Company. Amortisation is calculated on a period ranging from three to ten years. The amortisation of the Group management system is calculated over a useful life of five years. Non compete agreement At 31 December 2011 this item was Euro million net of depreciation in the year of Euro million and refers to Cipa FM which was consolidated during the financial year. Fixed assets under construction and pre-payments This item was Euro million. 5) Investments These were Euro million (Euro million at 31 December 2010) with the following breakdown: - an investment of 1% in the associate company Sviluppo Sistema Fiera SpA for Euro million; - equity investment in Esperia SpA for Euro million. 6) Trade and other receivables This item totalled Euro million (Euro million at 31 December 2010). TRADE AND OTHER RECEIVABLES ( 000) Balance Changes during the financial year Balance at 31/12/10 Change in Increase Decrease at 31/12/11 area of consolidation Cautionary deposits 13, ,382 Medium/long-term receivables 84 1, Total 13,396 1, ,122 It mainly refers to: - guarantee deposits on property lease contracts for the two exhibition sites of Rho and Milan for Euro million (unchanged compared to 31 December 2010). The amount is equal to the quarterly payment for the two lease agreements; - Euro million for the guarantee deposit on the property lease contract for the Palazzo Italia in Berlin (unchanged compared to 31 December 2010). The amount is equivalent to the quarterly payment under the rental agreement; - Euro million of accruals for pre-payments of services that relates to Cipa FM.

148 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 148 Trade and other receivables included Euro million (Euro million at 31 December 2010) of relatedparty transactions. Further details on related-party transactions are given in Note 39. 7) Deferred tax assets These were Euro million (Euro million at 31 December 2010) and represent the difference between deferred tax assets and deferred tax liabilities recognised at the level of each individual company included in the consolidation. Deferred tax assets are carried against tax losses carried forward on provisions for risks and charges for which the tax deductibility is recognised in future financial years. The decrease compared to 2010 was due to the use of tax losses carried forward and the effects of offsetting these against deferred tax liabilities in single companies. It should be noted that, at 31 December 2010, the item also included the tax losses carried forward of some of the companies merged into Rassegne SpA on 19 October Given that some of these companies, whilst satisfying the requisites under the tax laws governing the right to recognise tax losses carried forward of companies that are part of a merger, had losses in excess of net shareholders funds, the ratio which governs the rule under Article 172, paragraph 7 of the Income Tax Consolidation Act; on 30 September 2010 Rassegne petitioned the Finance Department for this limit to be waived, as Article 37-bis, paragraph 8 of Presidential Decree no. 600/1973 permits this in similar cases. On 3 August 2011, confirming the legitimacy of its belief in a positive response to this application already expressed in the financial statements for 2010 and based on strong economic reasons for this transaction, the Finance Department agreed to the petition put forward by Rassegne, and recognised its right to carry forward tax losses totalling Euro million. An analysis of the changes in deferred tax assets is given in Note 37 to the Income Statement.

149 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 149 CURRENT ASSETS 8) Trade and other receivables TRADE AND OTHER RECEIVABLES ( 000) 31/12/11 31/12/10 Change Trade receivables 51,035 51, Receivables from the controlling shareholder and associates 6,987 8,655-1,668 Other receivables 3,597 4, Pre-payments Total 62,593 65,968-3,375 These were Euro million (Euro million at 31 December 2010). They included: trade receivables from clients of Euro million for services related to providing exhibition space and services for exhibitions and congresses. The sum for receivables was adjusted by the application of a provision for doubtful receivables in order to bring the nominal value in line with the presumed realisable value. The changes in this provision in the financial year under review are shown in the table below: PROVISIONS FOR DOUBTFUL RECEIVABLES ( 000) 31/12/10 Provisions Uses and 31/12/11 other changes Provisions for doubtful receivables 7,542 3,210 1,334 9,418 The use of this provision was for receivables which were held to be irrecoverable in the financial year: - receivables from the Parent Company and associates included trade receivables from Fondazione Fiera Milano of Euro million and from other associates for Euro million. Euro million of the receivables from the controlling shareholder Fondazione Fiera Milano were for its financial share of the actions and initiatives taken to counteract the effects of the economic crisis on exhibitions, which are described in the section on related-party transactions; Euro million of receivables was for the previous tax consolidation; and Euro million for Group VAT receivables; - other receivables were made up of receivables from employees for Euro million, tax receivables for IRES and IRAP tax of Euro million, VAT receivables of Euro million, pre-payments to suppliers of Euro million, receivables for tax credits on employee severance indemnities of Euro million, INAIL prepayments and receivables for Euro million, other tax receivables for Euro million and other receivables for Euro million; - pre-payments were for rents, insurance premiums and other expenses related to future financial years. The entry includes Euro million for related-party transactions (Euro million at 31 December 2010). Further details on related-party transactions are given in Note 39.

150 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 150 9) Inventories Inventories were Euro million (Euro million at 31 December 2010) and were as follows: INVENTORIES ( 000) 31/12/11 31/12/10 Change Raw materials, subsidiary materials and consumables Work in progress Finished goods and merchandise Total inventories Total suspended costs 1,962 2, Total inventories 1,988 2, Suspended costs refer to exhibitions and congresses to be held after 31 December The breakdown of suspended costs by event was as follows: EXHIBITION ( 000) 31/12/11 31/12/10 Bit Macef 217 1,180 Fisp Miart Domotex Exposec 93 - Fesqua 76 - Host Tuttofood Abitami E-TECH experience Other Total 1,962 2,932 10) Current financial assets These were Euro million (Euro million at 31 December 2010) and were as follows: - Euro million for the balance of the Parent Company current account held with Fondazione Fiera Milano which carries interest at market rates; - Euro million for the financing given to the joint venture company Hannover Milano Global Germany GmbH, which corresponds to the amount that was not eliminated after it was equity accounted.

151 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 151 The entry includes Euro million of related-party transactions (Euro million at 31 December 2010). Further details on related-party transactions are given in Note ) Cash and cash equivalents This item was Euro million (Euro million at 31 December 2010) and is almost entirely composed of short-term bank deposits with variable interest. The change in financial flows compared to those at 31 December 2010 is shown in the Consolidated Statement of Cash Flows. CASH GENERATED FROM OPERATIONS Result including non-operating assets 5,149 2,074 Adjustments for: - Depreciation and Amortisation 14,044 16,101 - Provisions, write-downs and impairment ,064 - Capital gains and losses Net financial income/expenses 3,134 2,128 - Net change in employee provisions -1, Changes in deferred taxes 3,408-4,323 - Inventories 959 1,250 - Trade and other receivables 2,649 9,829 - Trade payables 5,557-8,483 - Pre-payments 9,207-6,792 - Tax payables 2,050 1,086 - Provisions for risks and charges and other liabilities (excluding payables to Organisers) 5,909-13,309 - Payables to Organisers 6,134-9,056 Total 55,423-8,391

152 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 152 EQUITY AND LIABILITIES EQUITY 12) Share capital and reserves Consolidated equity was as follows: EQUITY ( 000) 31/12/11 31/12/10 Change Share capital 41,248 41, of which treasury shares Share premium reserve 12,140 12, of which treasury shares -4,346-4, Legal reserve 7,423 7, Other reserves 2,038 2, Prior years profits/(losses) 434-1,686 2,120 Profit/(loss) for the period 4,927 2,192 2,735 Group equity 68,210 63,924 4,286 Capital and reserves attributable to non - controlling interests 2, ,809 Profit/(loss) attributable to non - controlling interests Equity attributable to non - controlling interests 2, ,075 Total 70,666 64,305 6,361 The breakdown and changes were as follows. GROUP EQUITY Share capital At 31 December 2011 the fully paid-up share capital was Euro million (Euro million at 31 December 2010) net of Euro million of treasury shares held by the Group. The breakdown and changes in shares in circulation during the financial year was as follows: Number of shares Change Number of shares at 31 December 2010 Increase Purchase Sale at 31 December 2011 in capital Ordinary shares in issue 42,147,437 42,147,437 Treasury shares 831,595 67, ,495 Total shares outstanding 41,315,842 41,247,942

153 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 153 Share premium reserve This was Euro million (Euro million at 31 December 2010) net of treasury shares for a total of Euro million. The decrease of Euro million was attributable to the acquisition of treasury shares by the Parent Company. Legal reserve The legal reserve was Euro million (Euro million at 31 December 2010). The increase of Euro million was due to the approval at the Parent Company Shareholders Meeting of 21 April 2011 for the movement to the legal reserve of part of the net profit for the year in accordance with Article 2430 of the Italian Civil Code. Other reserves These totalled Euro million (Euro million at 31 December 2010). The Euro million decrease was due to the translation of the financial statements of foreign companies prepared in other currencies. Retained profits (losses) These were Euro million (they were negative for Euro million at 31 December 2010). The changes in the financial year were as follows: - Euro million increase for the losses of the preceding financial year; - Euro million decrease for movements to the legal reserve. Net result for the period In the financial year to 31 December 2011, the Group had net profit of Euro million (Euro million at 31 December 2010). NON-CONTROLLING INTERESTS Capital and reserves attributable to non-controlling interests At 31 December 2011, these were Euro million (Euro million at 31 December 2010). The changes in the financial year were as follows: - Euro million decrease for the losses of the previous financial year; - Euro million increase resulting from the acquisition of 75% of Cipa FM by the Group; - Euro decrease for translation differences. Net result attributable to non-controlling interests The net result attributable to non-controlling interests was Euro million (at 31 December 2010 it was negative for Euro million).

154 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 154 LIABILITIES NON-CURRENT LIABILITIES 13) Bank borrowings Bank borrowings totalled Euro million (Euro million at 31 December 2010) and were as follows: NON-CURRENT BANK BORROWINGS ( 000) Fiera Milano SpA Fiera Milano Congressi SpA Total Non-current bank borrowings 14,000 1,324 15,324 of which maturing beyond five years Total 14,000 1,324 15,324 Non-current bank borrowings were: - Euro million for the non-current portion of a Euro million financing given by a leading bank to the Parent Company on 22 June 2011, to be repaid in quarterly tranches payable in arrears from 22 September 2011 until 22 June 2016 and with an interest rate of three-month Euribor plus a spread of 1.60%; - the non-current portion of a ten-year mortgage taken out by Fiera Milano Congressi SpA in 2005 for the restructuring of the congress centre (MiCo), at an interest rate which is the average of three-month Euribor plus a spread of 0.7%. In 2011 capital repayments of Euro million were made. The residual amount of the mortgage taken out in 2001 was included in current liabilities. 14) Provisions for risks and charges These were Euro million (Euro million at 31 December 2010) and were as follows: PROVISIONS FOR RISKS AND CHARGES ( 000) 31/12/10 Provisions Uses Reclassified 31/12/11 as s-term provisions Provisions for charges for Palazzo Italia project 1,825-1,825 - Provision for tax consolidation Other provisions for risks and charges 2, ,041 Total 4, ,595 1,327 The breakdown of the provision for risks and charges was as follows: - Euro million (compared to Euro million at 31 December 2010) for the provision set up for any eventual repayment to the majority shareholder, Fondazione Fiera Milano, of the money paid by the latter as

155 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 155 part of the tax consolidation that ceased in the financial year to 31 December The amount was paid by Fondazione Fiera Milano for the benefit Fiera Milano SpA would have received had it taken advantage of the tax consolidation; - Euro million (Euro million at 31 December 2010) for risks and charges related to disputes of various types. At 31 December 2011, the non-current part of the provision for the Palazzo Italia project in Berlin, Euro million, was recognised in current provisions for risks and charges. 15) Employee benefit provisions These were Euro million (Euro million at 31 December 2010 for employee severance indemnities calculated using the actuarial method; the changes during the financial year were as follows: EMPLOYEE BENEFIT PROVISIONS ( 000) 31/12/10 Severance Indemnities 31/12/11 indemnities and advances accrued paid Defined benefit plans 9, ,175 7,727 Total 9, ,175 7,727 ACCRUED SEVERANCE INDEMNITIES ( 000) Personnel expenses: - indemnities related to defined benefit plans 452 Financial expenses: - actualisation charges 416 Financial income: - actualisation income 659 Total 209 The Group uses a duly certified professional to determine the actuarial amounts. The main assumptions used in the actuarial calculations were as follows: - the statistical analyses took account of the average remuneration by age and by length of service of the employees at 31 December 2011; - the actuarial valuation was based on a closed group of employees and, therefore, did not take into account new employees hired during the period under consideration; - simulations were made using the projected unit credit method for accrued benefits;

156 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT the demographic assumptions used ISTAT [Italian Statistics Institute] indices and INPS [Social Security Institute] models for forecasts to 2011; - the forward-looking economic and financial assumptions used are shown in the following table: ECONOMIC AND FINANCIAL ASSUMPTIONS FOR CALCULATION OF SEVERANCE INDEMNITY PROVISIONS 31/12/11 31/12/10 Technical discount rate 4.60% 4.10% Annual inflation rate 2.00% 2.00% Annual rate of total increase in salaries 3.00% 3.00% Annual rate of increase in severance indemnity provisions 3.00% 3.00% The discount rate was calculated with reference to the Eurozona Iboxx Corporate AA index for a period equal to or greater than ten years. 16) Deferred tax liabilities DEFERRED TAX LIABILITIES ( 000) 31/12/11 31/12/10 Change Deferred tax liabilities 14,347 9,125 5,222 These were Euro million (Euro million at 31 December 2010) and were the balance of deferred tax assets and deferred tax liabilities recognised at the level of each individual company included in the consolidation. They included: - deferred tax provision for IRES of Euro million; - deferred tax provision for IRAP of Euro million; - other deferred tax provisions for the foreign subsidiary Cipa FM of Euro million. The increase compared to the 2010 financial year was mainly due to the consolidation of Cipa FM and to deferred tax liabilities related to the fiscal amortisation of goodwill. An analysis of the changes in deferred tax liabilities is given in Note 37 to the Income Statement.

157 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments ) Other non-current liabilities These totalled Euro million (Euro million at 31 December 2010). Changes during the financial year were as follows: OTHER NON-CURRENT LIABILITIES ( 000) 31/12/11 31/12/10 Change Onama option on Congress Centre catering activities for Earn-outs for acquisitions made by Fiera Milano SpA Completion price payable by Fiera Milano SpA to acquire the Fiere & Mostre business division Completion price for investments made by Eurofairs as part of the 3,500-3,500 acquisition of Cipa FM Non-current portion of payables for non-compete agreement in acquisition of Cipa FM Non-current portion of pre-payments invoiced for future exhibitions Other non-current liabilities 1-1 Total 4, ,193 This item is mainly for the recognition of the net present value of the balance of the acquisition considerations of investments. These values were determined at the acquisition date and their net present values calculated using the weighted average cost of capital (WACC) of each company. The difference compared to the valuation at the acquisition date arising from the financial impact of calculating the net present value was charged to the income statement under financial expenses and similar. The item included Euro million for related-party transactions (zero at 31 December 2010). Further details on related-party transactions are given in Note 39. CURRENT LIABILITIES 18) Bank borrowings The breakdown of bank borrowings and changes in the financial year were as follows: BANK BORROWINGS ( 000) 31/12/11 31/12/10 Change Bank overdrafts 8,838 5,416 3,422 Prepayments on invoices S-term financing and current portion of L-term debt 50, ,419-51,966 Total 60, ,119-47,907 The entry, short-term financing and current portion of long-term debt, includes Euro million of current financing taken out to cover cash management requirements. The decrease reflects the strong increase in

158 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 158 operating cash flow and the agreement for the non-current financing which enabled part of current bank borrowings to be transferred to non-current bank borrowings. CURRENT BANK BORROWINGS ( 000) Fiera Fiera Milano Fiera Milano Milano Congressi Media Nolostand Total Bank overdrafts 8, ,838 Prepayments on invoices S-term financing and current portion of L-term debt 49,071 1,382 50,453 Total 57,169 1, ,212 Bank borrowings are subject to variable rate interest. 19) Trade payables These were Euro million (Euro million at 31 December 2010). This entry includes Euro million for related-party transactions (Euro million at 31 December 2010). Further details on related-party transactions are given in Note ) Pre-payments Pre-payments totalled Euro million (Euro million at 31 December 2010). They were mainly pre-payments invoiced to clients for exhibitions to be held after the end of the financial year. Recognition as revenue is delayed until the exhibition is held. The change in pre-payments was due to a decrease in the recognition of revenues for exhibitions held in the financial year under review and an increase for exhibitions to be held after 31 December 2011 and also to Cipa FM, which was consolidated during the 2011 financial year. The table below gives a breakdown by exhibition.

159 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 159 EXHIBITION ( 000) 31/12/11 31/12/10 31/12/11 31/12/10 MACEF PRIMAVERA - CHIBI&CART 17,750 18,701 FESQUA MOSTRA CONVEGNO EXPOCOMFORT 8,842 1,232 PROMOTION TRADE IPACK-IMA 4,239 9 EXHIBITION SALONE INTERNAZIONALE DEL MOBILE 2,127 2,400 EUDISHOW MILANO UNICA PRIMAVERA 1,276 1,279 MIPEL PRIMAVERA PLAST 1,267 - MILANO PRÊT À PORTER FISP 1,116 - VENDITALIA EXPOSEC 1,084 - CARTEXPO MIDO 1,060 1,049 TUBOTECH 82 - MICAM PRIMAVERA REATECH 62 - FESTIVITY 773 1,556 HOST - 2,882 MIFUR EUROLUCE EUROCUCINA TUTTOFOOD BIMU POWERGEN BIT 391 1,172 OTHER 2,977 1,930 FLUIDTRANS COMPOMAC XYLEXPO TOTAL 47,507 35,874 21) Current provisions for risks and charges CURRENT PROVISIONS FOR RISKS AND CHARGES ( 000) 31/12/10 Provisions Uses Reclassified as 31/12/11 M/L-term provisions Provision for charges for Palazzo Italia project 1,642 1,379 1,346 1,825 3,500 Other provisions risks and charges 2,911 4,548 4, ,481 Total 4,553 5,927 6,094 2,595 6,981 These were Euro million (Euro million at 31 December 2010). The breakdown was as follows: - Euro million for disputes with suppliers and others; - Euro million for the fund for the Palazzo Italia project in Berlin; - Euro million for disputes with employees; - Euro million of provisions for the reorganisation of personnel. The fund for the Palazzo Italia project in Berlin, which in the previous financial year was Euro million of which Euro million recognised in non-current provisions for risks and charges, was used in the 2011 financial year for Euro million and it was increased by Euro million. The figure represents an estimate of the outstanding obligation.

160 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT ) Current tax liabilities CURRENT TAX LIABILITIES ( 000) 31/12/11 31/12/10 Change Income tax payable for permanent employees 1,293 1, Income tax payable for occasional employees and long-term contractors Income tax payable on profits for the year 1, ,082 VAT payable Other tax liabilities Total 3,666 2,403 1,263 These were Euro million (Euro million at 31 December 2010). The increase in payables to the Tax Authority reflected the higher taxes payables in the financial year. 23) Other current liabilities OTHER CURRENT LIABILITIES ( 000) 31/12/11 31/12/10 Change Trade payables to Fondazione Fiera Milano 1, Payables to Fondazione Fiera Milano for tax consolidation Payables to pension and social security entities 2,546 2, Payables to directors and statutory auditors Payables to employees 7,538 3,410 4,128 Payables to exhibition organisers 7,933 1,799 6,134 Earn-out for acquisition of Hannover Milano Global Germany GmbH by Fiera Milano SpA Earn-out for acquisition of Cipa FM Ltd by Eurofairs Ltda 2,004-2,004 Earn-out for acquisition of Edizioni Specializzate SpA by Fiera Milano SpA (merged in Fiera Milano Editore SpA) - 1,492-1,492 Earn out for acquisition Fiere & Mostre company division by Fiera Milano SpA Group VAT payables 1, ,303 Other payables 1,242 1, Other payables to related parties Accrued liabilities Deferred income Total 27,147 14,584 12,563 These were Euro million (Euro million at 31 December 2010). The main changes were: - higher payables to employees of Euro million for provisions for variable remuneration; - higher payables of Euro million due to the cash received on behalf of the organisers of exhibitions;

161 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments higher payables of Euro million for the current portion of the earn out for the acquisition of the shareholding in Cipa FM by Eurofairs Ltda; - lower payables of Euro million resulting from payment of the earn out for the acquisition of Edizioni Specializzate SpA; - higher VAT payables of Euro million. This entry also included Euro million for related-party transactions (Euro million at 31 December 2010). Further details on related-party transactions are given in Note 39. FINANCIAL ASSETS AND LIABILITIES At 31 December 2011 the Group had net debt of Euro million compared to Euro million at 31 December 2010 as shown in the following table: GROUP NET FINANCIAL POSITION ( 000) 31/12/11 31/12/10 Change A. Cash (including bank balances) 19,865 22,692-2,827 B. Other cash equivalents C. Securities held for trading D. Cash and cash equivalents (A+B+C) 19,865 22,692-2,827 E. Current financial assets 3,451 3, F. Current bank borrowings 54, ,797-51,980 G. Current portion of non-current debt 5,395 1,322 4,073 H. Other current financial liabilities I. Current financial debt (F+G+H) 60, ,119-47,907 J. Current net financial debt (cash) (I-E-D) 36,896 81,522-44,626 K. Non-current bank borrowings 15,324 2,705 12,619 L. Debt securities in issue M. Other non-current liabilities N. Non-current financial debt (K+L+M) 15,324 2,705 12,619 Net financial debt (cash) from continuing operations (J+N) 52,220 84,227-32,007 Net financial debt (cash) from discontinued operations O. Net financial debt (cash) 52,220 84,227-32,007 The lower net debt is primarily due to the strong operating cash flow which was only partly offset by the cash flow from investments in the financial year, the figure for which reflected the acquisition of Cipa FM. There was also a positive effect from the cash inflows from Cipa FM, Hannover Milano Global Germany GmbH, through its two subsidiaries Hannover Milano Fairs Shanghai Co. Ltd and Hannover Milano Fairs China Ltd, and the favourable treasury cycle of Fiera Milano Congressi SpA. Lastly, the arrangement of a five-year financing for Euro 20 million to cover the investments of the Parent Company enabled part of current bank borrowings to be transferred to non-current bank borrowings.

162 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 162 Additional information on the financial instruments of the Group is given below to enable a better assessment of: - the importance of financial instruments for the statement of financial position and income statement; - the significance and type of risks deriving from the financial instruments to which the Group was exposed during the financial year under review and the previous one and the relevant management procedures. Classes of financial instruments The items in the Statement of Financial Position and the types of risk related to financial instruments at 31 December 2010 and 31 December 2011 are shown in the following table: RISK CLASS ( 000) Note FY FY Liquidity Interest Credit 31/12/ /12/2011 risk rate risk risk NON-CURRENT ASSETS Trade and other receivables 6 13,396 14,122 X CURRENT ASSETS Trade and other receivables 8 65,968 62,593 X Current financial assets 10 3,905 3,451 X Cash and cash equivalents 11 22,692 19,865 X NON-CURRENT LIABILITIES Bank borrowings 13 2,705 15,324 X Other liabilities ,102 X CURRENT LIABILITIES Bank borrowings ,119 60,212 X Trade payables 19 38,951 44,508 X Other liabilities 23 14,584 27,147 X

163 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 163 Significance of financial instruments The financial instruments and their relative significance, as regards the statement of financial position and income statement at 31 December 2010 and 31 December 2011, are shown in the following tables: FINANCIAL ASSETS AND LIABILITIES SHOWN IN THE ACCOUNTS ( 000) Note FY Assets at Loans and Investments Liabilities Fair Effect on 31/12/2010 fair value receivables held to at value Income (a) through maturity amortised Statement profit & cost loss* NON-CURRENT ASSETS Trade and other receivables 6 13,396 13,396 13, CURRENT ASSETS Trade and other receivables 8 65,968 65,968 65,968-1,281 Current financial assets 10 3,905 3,905 3, Cash and cash equivalents 11 22,692 22,692 22, NON-CURRENT LIABILITIES Bank borrowings 13 2,705 2,705 2, Other liabilities CURRENT LIABILITIES Bank borrowings , , ,119-1,600 Trade payables 19 38,951 38,951 38,951 Other liabilities 23 14,584 14,584 14,584 *Fair value designated as such at initial valuation FINANCIAL ASSETS AND LIABILITIES SHOWN IN THE ACCOUNTS ( 000) Note FY Assets at Loans and Investments Liabilities Fair Effect on 31/12/2011 fair value receivables held to at value Income (a) through maturity amortised Statement profit & cost loss* NON-CURRENT ASSETS Trade and other receivables 6 14,122 14,122 14, CURRENT ASSETS Trade and other receivables 8 62,593 62,593 62,593-3,026 Current financial assets 10 3,451 3,451 3, Cash and cash equivalents 11 19,865 19,865 19, NON-CURRENT LIABILITIES Bank borrowings 13 15,324 15,324 15, Other liabilities 17 4,102 4,102 CURRENT LIABILITIES Bank borrowings 18 60,212 60,212 60,212-2,133 Trade payables 19 44,508 44,508 44, Other liabilities 23 27,147 27,147 27,147 *Fair value designated as such at initial valuation

164 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 164 As shown in the above tables, the carrying value of financial assets and liabilities is a reasonable approximation of their fair value; most of the financial instruments are current investments and borrowings and where noncurrent instruments have been used these have not been subject to significant ancillary charges. Financial risk management Fiera Milano Group has a favourable cash management cycle due to the financial nature of the companies that organise exhibitions and congresses. The organisers of exhibitions and congresses request a pre-payment from their clients as confirmation of their participation at an event and the balance is usually received before the event is held or at its conclusion. Suppliers of goods and services are paid under the payment terms generally used. This generates negative working capital for the organisers, which gives a cash surplus. Fiera Milano SpA, the Parent Company, which in turn rents the exhibition space to the organisers, carries out administrative and cash management services for the organisers, receiving on behalf of the latter everything that the exhibitors pay the organiser. After receiving the cash, Fiera Milano SpA, depending on the contractual agreements, retrocedes to the organiser what is its due and keeps the payment for the space rented out in the exhibition venues and for the services provided. This allows also Fiera Milano SpA to receive its payments in advance, as it does the organisers. Therefore, within Fiera Milano Group, those companies that benefit from this favourable cash management cycle are the companies that organise exhibitions and the Parent Company. The situation is different for the companies in the Stand-fitting Services sector where the cash management cycle is typical of that of a company that manufactures and supplies goods and services. They generate working capital requirements which are met by recourse to bank borrowings. The situation of the Group with regard to different types of risk is as follows: Credit risk The credit risk pertaining to the cash management cycle of a significant part of the Group is considered to be negligible. Fiera Milano Group hosts and organises exhibitions that are leaders in their sector and, therefore, the loyalty of exhibitors is high. For the Parent Company, Fiera Milano SpA, the current system means that all receipts from exhibitors flow into the Fiera Milano accounts and it is Fiera Milano that retrocedes to its clients/organisers the amounts due them. As regards the companies operating in Stand-fitting Services and the Media segment, part of the services supplied to exhibition organisers is invoiced and received on behalf of the individual Group companies by Fiera Milano SpA. In all cases the companies of the Stand-fitting Services and Media sectors carry out the normal solvency checks on potential clients and any amount due is constantly monitored by the relevant departments in order to implement any recovery action deemed necessary. Three different categories of credit risk have been indentified: organisers, exhibitors and other receivables. The first category is the exhibition organisers; the receivables included in this category are considered to represent the lowest risk as the Parent Company, Fiera Milano SpA, manages the cash flows of all the exhibitions at the two sites. The provisions for doubtful receivables are minimal in comparison to the amounts

165 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 165 received and have mainly been made because the current credit environment appears to indicate that their recovery will not be easy. The second risk category is the exhibitors; the receivables from this category are considered medium risk as exhibitors normally have to make payment before the end of the exhibition. The third risk category is other receivables, which mainly comprises exhibition-related activities (stand-fitting, congresses, promotions, internet services) and activities that are not exhibition- related (sponsorship, advertising, etc.). These receivables are payable under normal payment conditions. The categories of credit risk at 31 December 2010 and at 31 December 2011 and the breakdown of overdue payments are shown in the following tables: CLASSES OF CREDIT RISK ( 000) Balance at Breakdown of late payments (days) 31/12/2010 Class Receivables Due Overdue More Provisions Organisers 4,555 1,425 3,130 2, Exhibitors 25,680 18,024 10,663 2, ,619 3,007 Other 21,560 8,943 17,152 8,325 2,149 1,330 5,348 4,535 Total 51,795 28,392 30,945 13,276 2,698 2,336 12,635 7,542 CLASSES OF CREDIT RISK ( 000) Balance at Breakdown of late payments (days) 31/12/2011 Class Receivables Due Overdue More Provisions Organisers 5,144 1,509 4,787 2, ,682 1,152 Exhibitors 21,436 16,005 7,645 3, ,396 2,214 Other 24,455 10,090 20,417 10,929 1, ,460 6,052 Total 51,035 27,604 32,849 16,885 2,047 1,379 12,538 9,418 The provisions for doubtful debts are based on presumed recoverability, using both internal assessments and those of external legal consultants. Changes in this provision broken down by credit risk category are shown in the following table: PROVISIONS FOR DOUBTFUL ACCOUNTS ( 000) Balance at Balance at 31/12/ /12/2010 Class Allowances Provisions Uses Allowances Organisers Exhibitors 3, ,007 Other 4, ,535 Total 7,721 1,089 1,268 7,542

166 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 166 PROVISIONS FOR DOUBTFUL ACCOUNTS ( 000) Balance at Balance at 31/12/ /12/2011 Class Allowances Provisions Uses Allowances Organisers - 1,152-1,152 Exhibitors 3, ,214 Other 4,535 1, ,052 Total 7,542 3,210 1,334 9,418 In the past, the Group has used bank guarantees as a further means of reducing credit risk. No bank guarantees were requested in Liquidity risk The Group is not particularly exposed to liquidity risk as it has adequate credit lines of various types in place. The aim of risk management at Fiera Milano is to guarantee an adequate level of liquidity, minimising the opportunity cost and maintaining a balance in terms of the duration and composition of debt. During the financial period under review, the Parent Company signed a five-year financing to cover its investments; this enabled part of current bank borrowings to be transferred to non-current bank borrowings. The tables below give the breakdown of financial liabilities and their length and outstanding interest payable to maturity at 31 December 2010 and 31 December FINANCIAL LIABILITIES ( 000) Balance at > 5 31/12/2010 mths mths mths mths mths years years years Current bank borrowings 108, , Current interest payable Non-current bank borrowings 2, Non-current interest payable Trade payables 38,951 38,951 Other financial liabilities Total 149, , FINANCIAL LIABILITIES ( 000) Balance at > 5 31/12/2011 mths mths mths mths mths years years years Current bank borrowings 60,212 55,933 1,580 2,699 Current interest payable Non-current bank borrowings 15,324 2,213 2,216 4,441 6,454 Non-current interest payable Trade payables 44,508 44,508 Other financial liabilities Total 120, ,786 1,718 2,940 2,414 2,388 4,696 6,616 -

167 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 167 Market risk The Group policy is not to use hedging instruments in order to minimise market risk. a) Interest rate risk The financial strength of the Group means that it has access to credit lines at competitive rates and is able to manage interest rate fluctuations. Moreover, the Group constantly monitors market conditions so as to intervene promptly should conditions change. As regards the breakdown of current and non-current bank borrowings, reference should be made to Notes 13 and 18 of the present Explanatory and Supplementary Notes to the Financial Statements. The tables below gives interest rate sensitivity analyses that show the effect on financial income and expenses of a +0.5% and a -0.5% change in interest rates. ANALYSIS OF SENSITIVITY TO INTEREST-RATE RISK ( 000) Total at Balance* Income 31/12/10 (debt) (expense) Rate +0.5% -0.5% Current accounts 22,542 18, % Short-term advances , % Short-term financial liabilities -101,098-88,241-1, % -1,964-1,082 Correspondence account 3,905 5, % Current and non-current bank borrowings -9,443-11, % *average for the financial year ANALYSIS OF SENSITIVITY TO INTEREST-RATE RISK ( 000) Total at Balance* Income 31/12/11 (debt) (expense) Rate +0.5% -0.5% Current accounts 19,746 19, % Short-term advances , % Short-term financial liabilities -45,057-75,603-1, % -2,328-1,572 Correspondence account 3,256 3, % Current and non-current bank borrowings -29,558-19, % *average for the financial year b) Exchange rate risk This was in line with the previous financial year and remains relatively insignificant even though the Group increased its exposure to international business in 2011 and was because the Group took out no financing in foreign currencies. Furthermore, as regards the foreign activities of the Group, the exchange rate risk is relatively limited as costs and revenues are both in the exchange rate of the country of operations and are mainly due to infragroup transactions for payments for cost sharing agreements, which give rise to exchange rate risks in the company that uses a different exchange rate from that of the infragroup transaction.

168 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 168 c) Risk of changes in raw material prices The Group has limited exposure to the risk of changes in raw material prices. The Group normally has more than one supplier for any material considered critical and in some cases has long-term contracts that ensure lower price volatility. Disclosure of guarantees given, undertakings and other potential liabilities Guarantees given These totalled Euro million and were as follows: - Euro million for guarantees given by the Parent Company to the Tax Authority for - payments made as part of the Group VAT consolidation; - Euro million for guarantees given by the Parent Company to Banca Popolare di Lodi on behalf of Fiera Milano Editore SpA and Nolostand SpA to cover bank guarantees given by the bank; - Euro million for guarantees given by Nolostand SpA to the Tax Authority for VAT payables being settled by the Group; - Euro million for the guarantee given by Fiera Milano Congressi SpA for the lease of the business division from Villa Erba SpA; - Euro million for guarantees on lease contracts; - Euro million for other guarantees. Potential liabilities Following a partial tax investigation for the tax year to 31 December 2006, as part of the Tax Authority investigations in 2009 of large tax contributors, which was reported in the 2010 financial statements, the Company was notified on 18 and 20 October 2011 of some administrative tax violations. The Company has already made known to the relevant bodies that it considers these to be without legal basis and erroneous in fact. The maximum amount payable is Euro million.

169 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 169 INCOME STATEMENT REVENUES 24) Revenues from sales and services Revenues from sales and services were Euro million (Euro million at 31 December 2010). The breakdown of revenues was as follows: REVENUES FROM SALES AND SERVICES ( 000) Change Sales of exhibition space 82,608 61,536 21,072 Exhibitor fees 73,514 73, Rental of stands, fittings and equipment 42,683 40,540 2,143 Catering and canteen services 22,945 19,438 3,507 Advertising space and services 17,671 17, Revenues from exhibition and congress organisation services 13,229 11,000 2,229 Exhibition site services 6,260 5, Supplementary exhibition services 5,616 4,062 1,554 Exhibition insurance services 2,470 2, Miscellaneous fees and royalties 2,263 3, Multimedia and on-line catalogue services 2,155 2, Access surveillance and customer care services 1,912 2, Congress organisation 1,624 1, Ticket office sales 1,617 1, Administrative, telephone and internet services 1,433 1, Total 278, ,358 29,642 The increase in revenues was mainly attributable to the different exhibition calendar. In 2011 the directly organised biennial exhibitions, Host and Tuttofood, held in uneven-numbered years had a greater impact on revenues than the biennial exhibitions held in 2010, an even-numbered year, which were mainly hosted rather than being directly organised (the main one was Mostra Convegno Expocomfort). There was also an impact from the good performance of the annual exhibitions, Macef and Made Expo, from the revenues generated by foreign exhibitions and from revenues from congresses. There was also an effect on revenues from the marketing activities for exhibitions for which the majority shareholder, Fondazione Fiera Milano, made a payment under the agreement for the anticrisis initiatives, as described in the paragraph on other income. The entry included Euro million (Euro million at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 39.

170 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 170 OPERATING COSTS 25) Costs of materials These were Euro million (Euro million at 31 December 2010). The breakdown was as follows: COST OF MATERIALS ( 000) Change Subsidiary materials and consumables 1,224 1, Printed materials, forms and stationery Raw materials Finished goods and packaging Change in inventories of finished and semi-finished products Total 2,341 2, ) Costs for services These totalled Euro million (Euro million at 31 December 2010). The breakdown was as follows: COST FOR SERVICES ( 000) Change Equipment hire 20,004 20, Catering services 19,319 17,219 2,100 Stands and equipment for exhibitions 18,203 12,816 5,387 Technical, legal, commercial and adminstrative services 11,392 10, Advertising 9,894 8,478 1,416 Energy costs 8,469 7, Maintenance 8,202 8, Security and gate services 6,101 6, Cleaning and waste disposal 5,367 5, Insurance 3,601 3, Technical assistance and ancillary services 2,634 2, Telephone and internet expenses 2,106 2, Ticketing 1,934 2, Transport 1,761 1,754 7 IT services 1,683 1, Change in suspended costs for future exhibitions 918 1, Conference and congress services Collateral events connected to exhibitions Remuneration of Statutory Auditors Expenses for statutory bodies Other 15,475 13,346 2,129 Total 138, ,512 9,082 The entry for costs for services was mainly composed of costs for managing the exhibition sites during the setting up, running and dismantling of exhibitions and congresses.

171 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 171 The most important were: - to expand the catering services available during exhibitions and concerts; - to develop the customised stand-fitting service and the new business activities abroad; - to contain the cost of services supplied by Fondazione Fiera Milano, which reflect the non-renewal of the maintenance contract for the exhibition site at Rho, which was awarded to another company at a more advantageous rate. Costs for promotional activity of foreign exhibitions and for the Group internationalisation projects received a contribution from the controlling shareholder Fondazione Fiera Milano as part of the agreement on anti-crisis initiatives, as described in the paragraph on other income. This entry included Euro million (Euro million at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note ) Cost of use of third-party assets These totalled Euro million (Euro million at 31 December 2010) and the breakdown was as follows: COST OF USE OF 3RD-PARTY ASSETS ( 000) Change Rent and expenses for exhibition sites 54,305 52,669 1,636 Other rental expenses 3,868 4, Lease of company division Vehicle hire Office equipment and photocopy hire Operating lease expenses and other lease expenses Total 59,904 58, The item, rent and expenses for exhibition sites, included the rent payable to the controlling shareholder Fondazione Fiera Milano of Euro million, whilst other rental expenses included Euro million for the rental agreement on the Palazzo Italia in Berlin. The change was mainly due to the increase in the rent payable for the exhibition site at Rho following the increase in the overall investment due to the payment of incremental works. The entry included Euro million (Euro million at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 39.

172 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT ) Personnel expenses These totalled Euro million (Euro million at 31 December 2010) and the breakdown was as follows: PERSONNEL EXPENSES ( 000) Change Salaries 33,267 31,744 1,523 Social Security payments 10,661 9, Early retirement incentives 2, ,473 Directors' remuneration 2,066 1, External and temporary employees 1,957 1, Defined contribution plan charges 1,602 1, Defined benefit plan charges Other expenses Total 53,295 47,844 5,451 The increase in redundancy incentives was mainly attributable to the reorganisation of personnel in the Parent Company and in Fiera Milano Media SpA. The annual technical discount rate used for staff severance indemnities rose from 4.10% in the preceding financial year to 4.60%. The breakdown of the average number of employees (including those that are part of the Exceptional Temporary Lay-Off Scheme) was as follows: BREAKDOWN OF PERSONNEL BY CATEGORY Change Managers Middle managers and white collar workers Blue collar workers of wnich proportionally consolidated companies: Managers Middle managers and white collar workers Total personnel The entry includes no sum for related-party transactions (these were Euro million at 31 December 2010). Further details on related-party transactions are given in Note 39. Employee benefits Stock option plans In the past, Fiera Milano SpA has had stock option plans with the aim of motivating and retaining Group executives. At the year-end accounting date of these financial statements, no stock option plan existed.

173 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments ) Other operating expenses These were Euro million (Euro million at 31 December 2010) and the breakdown was as follows: OTHER OPERATING EXPENSES ( 000) Change Local taxes 2,010 1, Bad debts 1,150 1, Contributions and donations Balancing item from closure of prior year exhibition accounts Copyright royalties (SIAE) Municipal tax on advertising Gifts and promotional merchandise Taxes other than income tax Other expenses 1, Total 6,651 6, The entry includes Euro million (Euro million at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note ) Other income This was Euro million (Euro million at 31 December 2010) and the breakdown was as follows: OTHER INCOME ( 000) Change Share of contributions to anticrisis intiatives 10,342 13,300-2,958 Other recovered costs 1,327 1, Office rent and expenses Capital gains on non-current assets Changes in estimates of previous financial years Recovery of expenses for seconded employees Insurance indemnities Other income Total 13,702 17,561-3,859 Non-recurring income from Fondazione Fiera Milano for its financial contribution to the anticrisis initiatives implemented by Fiera Milano Group was Euro million (Euro million at 31 December 2010). The entry includes Euro million (Euro million at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 39.

174 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT ) Depreciation of property, plant and equipment This was Euro million (Euro million at 31 December 2010). Details of depreciation are given in the Explanatory Notes to the Accounts under the entry property, plant and machinery. This item included depreciation of leased property, plant and equipment of Euro million (Euro million at 31 December 2010). 32) Amortisation of intangible assets This was Euro million (Euro million at 31 December 2010). Details of amortisation are given in the Explanatory Notes to the Accounts under the entry intangible assets with a finite useful life. 33) Adjustments to value of assets These were Euro million (Euro million at 31 December 2010). The breakdown is given in the following table: ADJUSTMENTS TO VALUES OF ASSETS ( 000) Change Impairment of exhibition trademarks and publications Impairment of goodwill Write-downs of Property, Plant and Equipment Total A comment on the details of adjustments to the value of assets may be found in the paragraph on intangible assets in the Explanatory Notes to the Accounts. 34) Provision for doubtful receivables and other provisions These were Euro million (Euro million at 31 December 2010).

175 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 175 Changes in this entry are shown in the following table: ALLOWANCE FOR DOUBTFUL ACCOUNTS AND OTHER PROVISIONS ( 000) Change Write-downs of receivables 1, ,055 provisions 3,210 1,089 2,121 reversal of unutilised provisions -1,334-1, Palazzo Italia project provisions 1,281 2, reversal of unutilised provisions -1,346-1, Personnel disputes provisions reversal of unutilised provisions , Provisions for personnel reorganisation -83 1,723-1,806 provisions 3,163 1,723 1,440 reversal of unutilised provisions -3, ,246 Provisons for other legal disputes ,054 provisions reversal of unutilised provisions -1, ,129 Total 1,184 1, ) Financial income and similar These totalled Euro million (Euro million at 31 December 2010) and the breakdown was as follows: FINANCIAL INCOME AND SIMILAR ( 000) Change Gains on discounting defined benefit plans Interest income on bank deposits Interest income from cautionary deposits for rent of the exhibition centre Exchange rate gains Interest income on the correspondence account with Fondazione Gains on discounting credits Other financial income Total 1, ,028 This entry included Euro million (Euro million at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note ) Financial expenses and similar These totalled Euro million (Euro million at 31 December 2010) and the breakdown was as follows: FINANCIAL EXPENSES AND SIMILAR ( 000) Change Interest payable on bank accounts 2,528 1, Exchange rate losses Discounting of liabilities to present value Charges on discounting defined benefit plans Other financial expenses Total 4,306 2,605 1,701

176 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT ) Income tax Income tax payable for the year was Euro million (a positive balance of Euro million at 31 December 2010) and reflects the IRAP tax charge and the income tax payable by foreign subsidiaries. There was also an impact from the use of taxes pre-paid in prior financial years taken against tax losses carried forward and from provisions for risks and charges deductible at the time of utilisation. The breakdown was as follows: INCOME TAX ( 000) Change Current income tax 4,446 2,454 1,992 Deferred income tax 3,121-4,321 7,442 Total 7,567-1,867 9,434 The breakdown of current taxes at 31 December 2011 was as follows: CURRENT INCOME TAX ( 000) Change Current income tax (IRAP) 2,102 1, Other current income tax 2,756 1,281 1,475 Income from tax consolidation Total 4,446 2,454 1,992 Since the 2007 financial year, as the consolidating entity, the Parent Company Fiera Milano SpA, and all the Italian subsidiaries, as the consolidated companies, have opted for the Italian tax consolidation method for payment of IRES tax and this was renewed in 2010 (the option lasts for three financial years). In the 2004/2005 financial year, Fiera Milano SpA and some of its subsidiaries opted to be part of the tax consolidation of the majority shareholder Fondazione Fiera Milano but, following the change in the balance sheet date of Fiera Milano SpA and all its subsidiaries, the requirement for the financial year to agree with that of the consolidating entity meant that participation in this tax consolidation ceased. Nevertheless there still exist contractual obligations with Fondazione Fiera Milano which are referred to in the Note to the entry, provision for tax consolidation, in the statement of financial position. The Euro million of income from the tax consolidation is the effect of offsetting the positive taxes with the negative taxes for the financial period of some consolidated companies and the tax losses carried forward in the Parent Company. Other current tax payables include IRES payable as part of the tax consolidation gross of receivables from consolidation and also the current tax payables of the foreign Group subsidiaries. 31 December 2011, deferred taxes were Euro million and reflected the balance between deferred tax assets and deferred tax liabilities.

177 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 177 At 31 December 2011, deferred tax liabilities were mainly tax amortisation of goodwill whilst deferred tax assets reflected the recognition in the income statement of the use of tax losses carried forward against tax payable for the financial period, net of provisions for risks and charges the tax deductibility of which will be recognised in a future financial period. The changes in these entries were as follows: DEFERRED INCOME TAXES ( 000) Change in area Recognised of consolidation in the Income 31/12/10 Statement 31/12/11 Deferred tax assets Excess amortisation, depreciation and write-downs 3, ,362 Provisions for risks and charges 3, ,440 Tax losses carried forward 9, ,343 6,045 Other temporary differences Total 16, ,042 13,541 Deferred tax liabilities Goodwill amortisation and deferred taxes on acquisition of intangible assets 22,044 5, ,094 Finance leases Other temporary differences Total 22,404 5, ,568 Net deferred income taxes 5,827 5,079 3,121 14,027 of which: Deferred tax assets 3, Deferred tax liabilities 9,125 14,347 The breakdown of total theoretical deferred taxes relating to tax losses carried forward from previous financial years was: - losses prior to tax consolidation: Euro million; Euro million recognised; - losses on tax consolidation: Euro million, Euro million recognised. RECONCILIATION OF THEORETICAL AND EFFECTIVE CORPORATION TAX CHARGE (IRES) ( 000) Consolidated profit/(loss) before income tax 12,716 Percentage applicable for corporation income tax (IRES) 27.5% Theoretical IRES tax charge (corporation income tax) 3,497 Difference between theoretical and effective tax charges: - Taxes on intragroup dividends 25 - Tax losses for the year with no corresponding pre-paid taxes 38 - Taxes on foreign subsidiaries Non-deductible operating expenses and other 1,134 Effective IRES tax charge 5,440

178 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 178 RECONCILIATION OF THEORETICAL AND EFFECTIVE CORPORATION TAX CHARGE (IRAP) ( 000) Net operating result (EBIT) 15,518 Personnel expenses 53,295 Consolidated taxable base for purposes of IRAP 68,813 Statutory rate applicable for corporation income tax (IRAP) 3.9% Theoretical IRAP tax charge (corporation income tax) 2,684 Difference between theoretical and effective tax charges: - Tax wedge Companies with net negative value of production 17 - Taxes on foreign subsidiaries Non-deductible operating expenses and other 18 - Non-deductible write-downs and provisions 208 Effective IRAP tax charge 2,127 GROUP NET PROFIT OR LOSS At 31 December 2011, the Group net profit was Euro million compared to Euro million at 31 December ) Profit or loss per share In the 2011 financial year, earnings per share was Euro compared to Euro in the financial year to 31 December 2010; the figure was calculated by dividing the net result for the period by the average weighted number of Fiera Milano SpA shares in circulation during the financial year. EARNINGS/ (LOSSES) PER SHARE Profit/(loss) ( 000) 4,927 2,192 Average no. of shares outstanding ( 000) 41,304 41,316 Basic earning/(loss) per issued share ( ) Earning/(loss) per fully diluted no. of shares ( ) The number used as the numerator to calculate basic earnings/(losses) per share and diluted earnings/(losses) per share was Euro million in the financial year to 31 December 2011 (Euro million at 31 December 2010). The average weighted number of ordinary shares used to calculate basic earnings/(losses) per share and diluted earnings/(losses) per share, and the relative reconciliation of the two figures, was the following:

179 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 179 ( 000) Weighted average no. of shares used for calculation of EPS 41,304 41,316 + Potential no. of shares issued without payment - - Weighted average no. of shares used to calculate diluted EPS 41,304 41,316 39) Related-party transactions The companies that are part of Fiera Milano Group carried out transactions at market conditions. As part of its corporate governance, Fiera Milano SpA has adopted the Principles of conduct regarding related-party transactions as described in the Report on corporate governance and ownership structure, part of the Board of Directors Management Report. Business transactions concern the organisation and management of exhibitions and other events managed by the Group. Fiera Milano SpA provides administrative services to some subsidiaries with the aim of optimising the use of professional resources and competencies and also communication services in order to ensure the uniformity of the Group image. All the Italian subsidiaries, the consolidated companies, opted for the Italian tax consolidation procedure for IRES, which has a mandatory duration of three financial years. The tax consolidation procedure gives Fiera Milano Group a definite economic and financial advantage, particularly in allowing the immediate use of the tax losses of the Group generated in the financial years in which the option is available, to offset the profits of the consolidated companies, giving an immediate tax saving. The legal relationships among the companies involved in the tax consolidation process are governed by a rule that imposes a uniform process for correct fulfilment of the fiscal requirements and related responsibilities by the companies involved. In the statement of financial position and the statement of comprehensive income, the amounts for relatedparty positions or transactions, if material, are shown separately. Given the total amount of statement of financial position and income statement items, the Group has decided that Euro 2 million is the material threshold above which separate disclosure must be made. Detailed information on transactions is given below and is divided between Related-party transactions with the controlling shareholder Fondazione Fiera Milano and Other related-party transactions.

180 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 180 Related-party transactions with the controlling shareholder Fondazione Fiera Milano Recurring transactions are summarised below. Property lease contracts with Fiera Milano SpA On 18 January 2003, Fiera Milano SpA signed a lease contract with Fondazione Fiera Milano for the Rho Exhibition Site. The same contract established the terms of the lease for the Downtown Site, giving the same commencement date for the Exhibition Areas of 1 January The leasing contract for both Exhibition Areas was, therefore, for nine years starting on 1 January 2006 (the date on which Fiera Milano SpA took possession of the Rho Exhibition Area). The contract is automatically renewable for a further nine years unless one of the parties decides to cancel the agreement. In the event that the termination of the lease agreement is not due to default or cancellation by Fiera Milano SpA, the latter will have the right to an indemnity equal to three times the annual lease payment in force at the date of termination of the contract. The annual lease payment of the Rho Exhibition Site has been set at 6% of the investment made by Fondazione Fiera Milano for the construction of the same and is annually adjusted by an amount equal to 100% of the change in the ISTAT index reported for the previous year. Subsequently, the Company and its controlling shareholder Fondazione Fiera Milano reached an agreement to redefine the percentage determining the lease payment for the Rho Exhibition Site for the period 1 January June It was agreed to amend the full 6% rate by applying instead a percentage charge of 5% for the period 1 January 30 June 2006 and to increase this percentage by 0.25 percentage points over the following three years, until it reached the level of 6%, and to fix the total investment on which the lease payment was calculated at Euro 755 million. Under the same agreement there was an adjustment to the annual rent to take account of project changes and improvements agreed between the parties. Therefore, an increase results in a corresponding increase in the rent which is consistent with the figure of 6% of the overall investment made by Fondazione Fiera Milano. The annual lease payment for the Downtown Site was set at Euro million. In July 2008, as part of an exhibition space rationalisation programme, an agreement was signed between Fondazione Fiera Milano and Fiera Milano SpA for the partial release of the Downtown Site, also as part of a project to develop an international congress centre, for which Fondazione Fiera Milano was to incur the related investment costs and Fiera Milano Group was to be responsible for the management of the centre. The agreement established an annual lease payment, beginning 1 July 2008, of Euro million adjusted annually by an amount equal to 100% of the change in the ISTAT index reported for the previous year. Property lease contract with Fiera Milano Congressi SpA On 24 January 2000, Fondazione Fiera Milano signed a contract with Fiera Milano Congressi SpA, valid until 31 December 2012, relating to the availability of part of Pavilion 17 (equal to about 15,000 square metres of gross exhibition space) within the Downtown Site. This area was granted for the use of Fiera Milano Congressi SpA at no charge until 31 December 2002 (in view of the substantial restructuring operations carried out by Fiera Milano Congressi on the aforementioned

181 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 181 area) while, from 1 January 2003, Fiera Milano Congressi SpA has paid an annual rent determined as a percentage of revenues, excluding revenues from activities conducted outside the Downtown Site. On 15 March 2005, this contract was updated to reflect the expansion of the congress centre activities hosted in Pavilion 17 of the Milan Exhibition Area. The new agreement between the controlling shareholder and Fiera Milano Congressi SpA was valid until 30 June 2011 and renewable until 30 June With regard to the first lease expiry date, the cancellation option, which expired on 30 June 2011, was not exercised. Under the new agreement, Fiera Milano Congressi SpA pays a fixed annual rent to which is added a variable portion that is dependent on the attainment of a specified level of revenues. On 18 May 2009, Fondazione Fiera Milano signed a preliminary contract with Fiera Milano Congressi SpA to rent Pavilions 5 and 6 within the Downtown site; this area has been used to build the new congress centre, called MiCo South Wing, which was inaugurated in May 2011 and which is integrated with the congress area of Pavilion 17, called MiCo North Wing. At the date of the present financial statements, the final lease contract was being drawn up. Settlement of Group VAT Taking advantage of the facility provided by Presidential Decree (DPR) 633/72, from 1 January 2002, Fiera Milano SpA chose to follow the procedures, managed by the controlling shareholder Fondazione Fiera Milano, for settlement of Group VAT. This mechanism makes it easier to settle any tax obligations, without the Company incurring additional costs. Consolidated tax treatment of the Group with the controlling shareholder Fondazione Fiera Milano In the financial year 2004/2005, Fiera Milano SpA and several of its subsidiaries opted to participate in the tax consolidation of the controlling shareholder, Fondazione Fiera Milano. Following the change in the accounting year-end of Fiera Milano SpA and all its subsidiaries, participation in this tax consolidation ceased. However there remain certain contractual obligations to Fondazione Fiera Milano which are referred to in the notes to the financial statements. Contracts for supply of services Fiera Milano SpA has an annual contract with Fondazione Fiera Milano for the reciprocal provision of services, which arise from or are necessary for the exercise of their respective activities. The contract is renewable annually unless cancelled by a written agreement between the parties. The contract provides for the reciprocal supply between the Parent Company and Fondazione Fiera Milano of two kinds of services: i) services of a general nature, which fall within the range of activities of the entity providing them, supplied to the buyer on a continuous and systematic basis; ii) specific services, or services provided on request and relating to specific activities to be agreed from time to time between the buyer and the supplier, also on the basis of appropriate offers/estimates. The service supply contract is governed by market conditions. Licence contracts for use of the Fiera Milano brand name On 17 December 2001, Fondazione Fiera Milano, as owner of the Fiera Milano brand name granted Fiera Milano SpA an exclusive licence for the use of the said brand name in order to typify its own activities, also through its use on headed paper, on its commercial material, and to differentiate its headquarters and offices. The licence has been granted for Italy and all countries and locations where the brand name has been or will be registered or lodged.

182 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 182 The symbolic consideration paid by Fiera Milano SpA to Fondazione Fiera Milano was Euro 1.0. Fondazione Fiera Milano, having as its corporate objective the development of the exhibition sector, has maintained Fiera Milano as part of its name and not included it in the business division Exhibition Management Activity contributed to the Parent Company in 2001, but with the expectation that Fiera Milano SpA would use the said brand name for an extended period of time and without incurring further costs for its use. It should be noted that this licence is valid until 31 December 2017, with automatic renewal for a further 15 years, unless terminated by one of the parties. Support for anticrisis initiatives and actions Fiera Milano SpA and Fondazione Fiera Milano formalised an agreement whereby the controlling shareholder undertook to share in anticrisis initiatives and actions relating in particular to the support and relaunch of exhibitions with grants, promotions and strategic support interventions, incentives for participation by exhibitors and visitors from Italy and abroad, specific marketing aimed at supporting exhibitions in crisis and, lastly, personnel reorganization and corporate restructuring measures aimed at relaunching and developing the exhibitions. Fondazione Fiera Milano set aside a sum to be paid to Fiera Milano Group on the basis of the progress of the various initiatives. The sum for the three-year period was Euro million, of which Euro million was paid in On 24 October 2011, a supplement to the agreement of Euro million was paid. Therefore the contribution from Fondazione Fiera Milano to the aforementioned initiatives was Euro million in the financial year under review (Euro million at 31 December 2010). Related-party transactions These are transactions carried out in pursuit of normal operations and regulated by market conditions. The financial, capital and economic transactions conducted with related parties are shown in the following tables:

183 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 183 BALANCE SHEET AND INCOME STATEMENT RELATED PARTY TRANSACTIONS AT 31/12/2011 ( 000) Non-current Trade and Current Other Trade Other Revenues Cost of Cost of use Other Other Financial trade and other financial non- payables current from sales services of 3rd-party operating income income and other receivables assets current liabilities and services assets expenses similar receivables liabilities Controlling shareholder and other Group companies Fondazione Fiera Milano 12,784 6,978 3,256 4, ,299 53, , of which not current 6,120 10,342 Sviluppo Sistema Fiera 9 12 Other related parties Corrado Minnella Elido Srl 4 Fimak Srl 30 1 Simona A. Norreri 4 7 WSW Services Srl 110 Nextur Ltda - Travel agency 64 José Roberto Sevieri Cipa Publicaçoes - Graphic services 379 Cipa Publicaçoes - Rent/Lease contract 111 Cipa Publicaçoes Total related parties 12,784 7,295 3, , ,127 53, , Totals reported 14,122 62,593 3,451 4,102 44,508 27, , ,594 59,904 6,651 13,702 1,504 % Rel. party transactions/ 91% 12% 94% 9% - 15% - 2% 89% 13% 78% 16% Totals reported

184 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 184 Information on the remuneration paid to the Administrative and Control Bodies, to the General Directors and to the Executives with Strategic Responsibilities in the financial year to 31 December 2011 is given in the table in the section below on other information. STATEMENT OF RELATED PARTY CASH FLOW ( 000) Cash flow from operating activities Revenues and income 11,034 14,006 Costs and expenses -56,398-57,988 Interest receivable Interest payable - - Changes in trade and other receivables 1,419 4,008 Change in trade and other payables 2,333-4,131 Total -41,377-43,944 Cash flow from investing activities Investments in non-current activities: Tangible and intangible - - Other non-current assets - - Total - - Cash flow from financing activities Change in financial (assets)/liabilities Total Cash Flow in the period -40,728-44,773 The table below shows cash flow from related party transactions: CASH FLOWS FROM RELATED PARTY TRANSACTIONS Cash flow from Cash flow from Cash flow from operating activities investing activities financing activities FY to : Total 52,193-19,105-35,414 Related party transactoins -41, FY to : Total -11,653-9,344 29,669 Related party transactoins -43, The following non-recurring items are included in the statement of related-party cash flows: - Euro million of other revenues and income (Euro million at 31 December 2010); - Euro million of trade and other receivables (Euro million at 31 December 2010).

185 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 185 OTHER INFORMATION Non-recurring events and transactions Given the total amount of statement of financial position and income statement items, the Group has decided that Euro 2 million is the material threshold above which separate disclosure must be made. Material non-recurring transactions which took place during the financial year, reported in accordance with Consob Communication of 28 July 2006, refer to the controlling shareholder Fondazione Fiera Milano that during the financial year agreed to assume a proportion of the costs sustained by Fiera Milano Group for its anticrisis initiatives. The amount of the contribution to the activities of the financial year under review was Euro million and is shown separately under other income. The implications of these transactions on the statement of financial position and income statement are detailed in Note 39 on related-party transactions. Transactions relating to atypical and/or unusual operations In accordance with Consob Communication of 28 July 2006, it should be noted that the Group did not carry out any unusual and/or atypical operations in 2011 as defined in the aforementioned Communication. Significant post balance sheet date events In January and February 2012 the Parent Company continued the buyback of treasury shares that began in September 2011, under the authorisation given at the Ordinary Shareholders Meeting of 21 April After 31 December 2011 the Parent Company purchased 17,903 treasury shares at an average price of Euro 3.70 per share. At the date of the present Annual Report the total number of treasury shares held was 917,398, equal to 2.18% of the share capital. On 23 January 2012, through Hannover Milano Fairs India, a company 100%-owned by Hannover Milano Global Germany GmbH, the Group acquired 50% of a New.Co, called Global Fairs & Media Private Ltd, from The Indian Express Ltd. This transaction also involved transfer by The Indian Express Ltd of the business division for the exhibition Hospitality World Exhibition and the relevant specialist publication to the New.Co for a consideration of Euro million. On 27 January 2012, the Board of Directors of the Parent Company approved the merger by incorporation of the 100% owned company, TL.TI Expo SpA into its parent company Fiera Milano SpA. This transaction followed the acquisition by the Parent Company of the non-controlling interests in TL.TI Expo SpA, equal to 11.69% of the share capital. The acquisition, which took the shareholding to 100%, was finalised on 17 January 2012 for a consideration of Euro million.

186 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 186 Remuneration of the Administrative and Control bodies, executive directors and executives with strategic responsibilities for the financial year to 31 December 2011 Executives with strategic responsibilities are those that have the power and responsibility, both direct and indirect, for the planning, management and control of Group activities. Within the Parent Company, the following have been identified as strategic executives: the Directors, the Statutory Auditors, the Central Director for Administration, Finance and Tax, the Manager responsible for preparing the Company accounts, the Group Commercial Director, the Central Director for Human Resources, and the Central Director for Corporate Affairs. For subsidiaries, the executives with strategic responsibilities are the Managing Directors or Sole Directors. REMUNERATION OF EXECUTIVES WITH STRATEGIC RESPONSIBILITIES ( 000) 2011 Managing Directors Auditors Others Short-term benefits 1, ,469 Post-employment benefits Other long-term benefits Staff-leaving indemnities Notional income from stock option plans Total 1, ,545 At 31 December 2011, the residual amount payable to this category of employees was Euro million. REMUNERATION OF EXECUTIVES WITH STRATEGIC RESPONSIBILITIES ( 000) 2010 Managing Directors Auditors Others Short-term benefits 1, ,131 Post-employment benefits Other long-term benefits Staff-leaving indemnities Notional income from stock option plans Total 1, ,208

187 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments 187 Information in accordance with article 149-duodecies of the Consob Listing Rules The following table shows the fees paid to the independent auditors for services rendered in FEES OF THE INDEPENDENT AUDITORS (FINANCIAL YEAR 2011) ( 000) Service provider Client Fees for FY 2011 Auditing PricewaterhouseCoopers Parent Company Fiera Milano SpA Subsidiaries 176 Other services PricewaterhouseCoopers Parent Company - 66 Fiera Milano SpA* Subsidiaries* 33 Total 613 *Agreed upon procedures contracted Rho (Milan), 12 March 2012 For the Board of Directors The Chairman Michele Perini

188 Fiera Milano Group Explanatory and supplementary notes to the consolidated financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 188 Attachment no. 1 LIST OF COMPANIES INCLUDED IN THE AREA OF CONSOLIDATION AND OTHER EQUITY INVESTMENTS AT 31 DECEMBER 2011 A) List of companies included in the area of consolidation Company name and registered Shareholding % Shareholding office Share capital Group Directly held Indirectly of Group ( 000)* total by Fiera held through companies Milano other Group companies % Parent Company Fiera Milano SpA Milan, p.le Carlo Magno 1 42,147 Fully consolidated companies Fiera Milano Media SpA Milan, p.le Carlo Magno 1 2, Fiera Milano SpA Fiera Milano Congressi SpA Milan, p.le Carlo Magno 1 2, Fiera Milano SpA Nolostand SpA Milan, p.le Carlo Magno 1 7, Fiera Milano SpA TL.TI Expo SpA Milan, p.le Carlo Magno 1 1, Fiera Milano SpA Eurofairs International Consultoria e Participações Ltda São Paulo - SP - Brasil Fiera Milano SpA Rua Padre João Manoel 755 R $ 22, Nolostand SpA CIPA FM Publicações e Eventos Ltda Rua Correia Lemos, 158 São Paulo R $ Eurofairs International Consultoria e Participações Ltda Fiera Milano India Pvt Ltd Barakhamba Road, New Delhi INR 10, Fiera Milano SpA OOO Fiera Milano Cherkizovskaya, Moscow R 10, Fiera Milano SpA Jointly controlled companies consolidated proportionally Hannover Milano Global Germany GmbH Hannover Germany, Messegelaende Fiera Milano SpA Hannover Milano Fairs Shanghai Co. Ltd Shanghai China, Pudong Office USD Hannover Milano Tower Global Germany GmbH Hannover Milano Fairs China Ltd Hong Kong China, Golden Gate HKD Hannover Milano Building Global Germany GmbH Hannover Milano Fairs India Pvt Ltd Andheri - East Mumbai INR ,99 99,99 99,99 Hannover Milano Global Germany GmbH Milan International Exhibitions Srl Rho, S.S.Sempione km Fiera Milano SpA B) Companies accounted at cost Company name and registered Shareholding % Shareholding office Share capital Group Directly Indirectly of Group ( 000)* total held by held through companies Fiera Milano other Group companies % Sviluppo Sistema Fiera SpA Milan, largo Domodossola 1 5, Fiera Milano Congressi SpA Esperia SpA Rose (Cosenza) 1, Fiera Milano Media SpA *or other currencies as specifically indicated

189 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano Group Declaration in accordance with Art. 154-bis Leg. Dec. no. 58/ Declaration relating to the Consolidated Financial Statements in accordance with Article 154-bis paragraph 5 of Legislative Decree no. 58 of 24 February The undersigned, Enrico Pazzali, in his capacity as Chief Executive Officer, and Flaminio Oggioni, in his capacity as Manager responsible for preparing the financial statements of Fiera Milano SpA, declare, taking note of the provisions of article 154-bis, paragraphs 3 and 4, of Legislative Decree 24 February 1998, no. 58: - the appropriateness in relation to the characteristics of the business and - the effective application of the administrative and accounting procedures for the preparation of the Consolidated Financial Statements for the year to 31 December The evaluation of the adequacy of the administrative and accounting procedures for the preparation of the Consolidated Financial Statements to 31 December 2011 is based on a process defined by Fiera Milano SpA, which is consistent with the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents the generally accepted international benchmark. 3. It is also declared that: 3.1 the Consolidated Financial Statements to 31 December 2011: - have been prepared in accordance with the applicable international accounting standards recognised by the European Community in accordance with EC Regulation no. 1606/2002 of the European Parliament and of the European Council of 19 July 2002; - correspond to the results contained in the accounting records and documents; - provide a true and correct representation of the capital, economic and financial situation of the issuer and all of the companies included in the consolidation; 3.2 the report on operations includes a reliable analysis of the trend and results of operations and the situation of the Issuer and all of the companies included in the consolidation together with a description of the main risks and uncertainties to which it is exposed. 12 March 2012 Signed Chief Executive Officer Enrico Pazzali Signed Manager responsible for preparing the Company s financial statements Flaminio Oggioni

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195 F I E R A M I L A N O S PA F I N A N C I A L S TAT E M E N T S T O 3 1 D E C E M B E R Financial statements Explanatory and supplementary notes to the financial statements Attachments: 1. List of equity investments in subsidiaries for the financial year ended 31 December Summary of key figures of the last Financial Statements of subsidiaries and associates included in the area of consolidation (Article 2429 of the Italian Civil Code)

196 Fiera Milano SpA Financial statements FIERA MILANO 2011 ANNUAL REPORT 196 FIERA MILANO SPA STATEMENT OF FINANCIAL POSITION ( ) 31/12/11 31/12/10 31/12/10 pro-forma (*) notes ASSETS Non-current assets 1-37 Property, plant & equipment 13,445,582 14,842,409 14,989,810 Leased property, plant & equipment Investments in non-core property Goodwill and intangible assets with an indefinite useful life 70,271,255 29,840,931 70,191, Intangible assets with a finite useful life 17,094,269 4,116,157 17,707,958 4 Investments 80,765, ,577,984 76,509,935 Other financial assets Trade and other receivables 13,445,686 13,285,585 13,395, of which from related parties 12,783,813 12,783,813 12,783,813 6 Deferred tax assets - - 2,162,413 Total 195,022, ,663, ,957,538 Current assets 7 Trade and other receivables 47,311,342 31,883,439 51,232, of which from related parties 11,815,924 17,642,205 12,640, Inventories 1,071, ,445 2,584,774 Contracts in progress Financial assets 6,385,562 11,400,615 6,640, of which from related parties 6,385,562 11,400,615 6,640, Cash and Cash equivalents 3,601,359 3,449,168 3,525,572 Total 58,369,655 47,038,667 63,983,316 Assets held for sale Assets held for sale Total Total assets 253,391, ,701, ,940,854 NET EQUITY AND LIABILITIES 11 Share capital and reserves Share capital 41,247,942 41,602,342 41,315,842 Share premium reserve 13,014,183 15,500,245 13,200,414 Revaluation reserve Other reserves 9,540,721 9,469,253 9,469,253 Prior years profits/(losses) 2,780,185 15,216, ,326 Profit/(loss) for the year 8,848,962 1,429,350 3,264,979 Total 75,431,993 83,218,066 66,837,162 Non-current liabilities Bonds in issue Bank borrowings 14,000, Other financial liabilities Provision for risks and charges 1,103,586 2,540,941 4,517, Employee benefit provisions 5,181,576 5,798,467 6,736, Deferred tax liabilities 1,502, , Other liabilities 98, , ,990 Total 21,886,802 9,243,136 12,053,934 Current liabilities Bonds in issue Bank borrowings 57,169, ,478, ,194, Trade-payables 23,466,929 15,365,049 19,805, Pre-payments 41,461,664 18,921,613 33,282, of which to related parties 5,612 9,798,162 36,605 Other financial liabilities Provision for risks and charges 6,145,250 4,179,174 4,336, Tax liabilities 2,033, ,862 1,017, Other liabilities 25,796,342 14,432,112 15,413, of which to related parties 8,134,610 5,624,882 5,842,738 Total 156,073, ,240, ,049,758 Liabilities held for sale Liabilities held for sale Total Total liabilities 253,391, ,701, ,940,854 (*) Please refer to the section Form and Contents of the Financial Statements on page 202

197 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Financial statements 197 FIERA MILANO SPA STATEMENT OF COMPREHENSIVE INCOME ( ) notes pro-forma 23 Revenues from sales and services 212,205, ,659, ,550, of which with related parties 6,531,212 43,327,668 7,159,975 Total revenues 212,205, ,659, ,550, Cost of materials 949, , , Cost of services 107,892,391 76,097,047 92,117, of which with related parties 25,154,074 21,508,183 25,976, Cost of use of 3rd-party assets 55,355,896 53,818,380 54,478, of which with related parties 52,724,919 51,479,208 51,406, Personnel expenses 37,657,146 29,581,495 33,694, Other operating expenses 5,352,073 3,893,605 5,008, of which with related parties 1,131, , ,701 Total operating expenses 207,207, ,660, ,800, Other income 14,913,065 18,421,185 16,921, of which: with related parties 13,135,192 16,520,517 14,960,787 non-recurring 10,235,420 12,388,937 13,300,000 Gross operating result 19,911,085 10,420,000 10,671, Depreciation of property, plant and equipment 3,805,531 3,956,189 4,110,181 Depreciation of property investments Amortisation of intangible assets 3,449,971 5,291,507 6,222, Adjustments to asset values , Allowance for doubtful accounts and other provisions -245,921 1,850,000 1,055,789 Net operating profit (EBIT) 12,901, , , Financial income and similar 4,098,548 3,093,992 3,074, of which with related parties 3,514,308 3,000,137 2,960, Financial expenses and similar 2,930,990 2,100,950 2,223,142 Valuation of financial assets Profit/(loss) of equity accounted companies Profit/(loss) before income tax 14,069, , , Income tax 5,220,100-1,114,004-3,367,463 Profit/(loss) from continuing operations 8,848,962 1,429,350 3,264,979 Profit/(loss) from assets held for sale Total comprehensive income for the year 8,848,962 1,429,350 3,264,979

198 Fiera Milano SpA Financial statements FIERA MILANO 2011 ANNUAL REPORT 198 FIERA MILANO SPA STATEMENT OF CASH FLOWS ( ) notes pro-forma Net cash & cash equivalents at beginning of year 3,449,168 3,102,933 7,027,584 Cash flow from operating activities 10 Cash equivalents from operating activities 41,844,675-18,041,420-23,948, of which with related parties -52,438,645-9,611,444-47,238,703 Interest paid -2,448,081-1,656,582-1,710,393 Interest received 446, , ,956 Income taxes paid -445,409-1,026,291-1,162,147 Total 39,397,281-20,313,753-26,389,480 Cash flow from investing activities 1 Investments in tangible assets -2,311, , ,962 1 Write-downs of tangible assets 42,115 22,371 22,371 3 Investments in intangible assets -2,943,841-2,085,352-2,255,352 3 Write-downs of intangible assets 27,938-71,650 4 Investments in subsidiaries -1,428,781-1,504,843-1,504,843 4 Investments in joint ventures -520, , ,357 4 Subsidiary company share capital transactions -4,159,413-11,852,087-11,852,087 4 Joint venture share capital transactions -269, Dividends received 3,215,091 2,757,418 2,757,418 Assets available for sale - 125, ,000 Total -8,347,334-13,747,812-13,846,162 Cash flow from financing activities 11 Share capital and reserves -254, Non-current financial assets/liabilities 14,000, Current financial assets/liabilities -44,720,028 34,407,799 36,733, of which with related parties 255,032-1,867,086-1,861,929 Dividend paid Total -30,974,159 34,407,799 36,733,630 Cash flow for the period 75, ,235-3,502,012 Cash injection from the merger 76, Net cash and cash equivalents from assets held for sale - - Net cash and cash equivalents at the end of year 3,601,359 3,449,168 3,525,572

199 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Financial statements 199 FIERA MILANO SPA STATEMENT OF CHANGES IN EQUITY note 11 Share Share Legal Other Retained Profit/(loss) Total ( ) capital premium reserve reserves earnings for the reserve financial year Balance at 31/12/ ,602,342 15,500,245 6,968,194 2,117,837 7,935,656 7,664,442 81,788,716 Resolutions of the Shareholder Meeting of 15/04/10 Allocation of earnings: - Legal reserve , , Retained earnings ,281,220-7,281,220 - Total comprehensive income of the financial year at 31/12/ ,429,350 1,429,350 Balance at 31/12/ ,602,342 15,500,245 7,351,416 2,117,837 15,216,876 1,429,350 83,218,066 Resolutions of the Shareholders Meeting of 21/04/11 Allocation of earnings: - Legal reserve , , Retained earnings ,357,882-1,357,882 - Merger transaction 20/05/11: - Treasury shares received with Rassegne SpA -286,500-2,299, ,586,331 - Merger deficit - accounting principle of continuing value in the Consolidated Financial Statements ,794, ,794,573 Treasury shares -67, , ,131 Total comprehensive income of the financial year at 31/12/ ,848,962 8,848,962 Balance at 31/12/ ,247,942 13,014,183 7,422,884 2,117,837 2,780,185 8,848,962 75,431,993 FIERA MILANO SPA PRO-FORMA STATEMENT OF CHANGES IN EQUITY note 11 Share Share Legal Other Retained Profit/(loss) Total ( ) capital premium reserve reserves earnings for the reserve financial year Balance at 31/12/ ,602,342 15,500,245 6,968,194 2,117,837 7,935,656 7,664,442 81,788,716 Merger deficit - accounting principle of continuing value in the Consolidated Financial Statements ,630, ,630,202 Treasury shares received with Rassegne SpA -286,500-2,299, ,586,331 Pro-forma balance at 1/1/ ,315,842 13,200,414 6,968,194 2,117,837-7,694,546 7,664,442 63,572,183 Resolutions of the Shareholder Meeting of 15/04/10 Allocation of earnings: - Legal reserve , , Retained earnings ,281,220-7,281,220 - Comprehensive net income for the year of Rassegne SpA at 31/12/ ,835,629 1,835,629 Total comprehensive income of the financial year at 31/12/ ,429,350 1,429,350 Pro-forma balance at 31/12/ ,315,842 13,200,414 7,351,416 2,117, ,326 3,264,979 66,837,162 Resolutions of the Shareholders Meeting of 21/04/11 Allocation of earnings: - Legal reserve , , Retained earnings ,357,882-1,357,882 - Merger deficit - accounting principle of continuing value in the Consolidated Financial Statements ,835,629-1,835,629 - Treasury shares -67, , ,131 Total comprehensive income of the financial year at 31/12/ ,848,962 8,848,962 Balance at 31/12/ ,247,942 13,014,183 7,422,884 2,117,837 2,780,185 8,848,962 75,431,993

200 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 200 Explanatory and supplementary notes to the financial statements On 12 March 2012, the Board of Directors approved the Fiera Milano SpA Financial Statements as at 31 December 2011 and authorised their publication. Fiera Milano SpA, as Parent Company of the Group, has also prepared the Consolidated Financial Statements as at 31 December Fiera Milano SpA and its subsidiaries are active in all the characteristic areas of the exhibition and congress industry and the Company is one of the largest integrated companies in this sector in Europe. The business of the Company is hosting exhibitions and other events, promoting and making available equipped exhibition space, and offering design support and ancillary services. These activities include: space rented to organisers (the supply of exhibition space and basic services), services for organisers (the supply of additional services), services to exhibitors and other services. Accounting standards The financial statements were prepared in accordance with the IAS and IFRS accounting principles in force at 31 December 2011, issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, with the relative interpretative documents and the provisions issued when article 9 of Legislative Decree no. 38/2005 was enacted. The accounting standards, amendments and interpretations applied for the first time by the Group from 1 January 2011 are given below. At the date of the present financial statements, these had had no significant impact as they govern matters that are only marginally present. IAS 24 Related-party Disclosures (revised in 2009) The revised version of IAS 24 simplifies requirements for disclosure of related-party transactions where a government entity is the controlling shareholder, exercises significant influence or joint control and removes difficulties in application deriving from the definition of a related-party. Adoption of this amendment has had no impact on the entries in the financial statements and only limited impact on the disclosure of related-party transactions. IFRS 8 Operating Segments (amended in 2009) The introduction of the amended version of IAS 24 also modified IFRS 8 about disclosure in the notes to the accounts on the dependence of revenues on major clients when these account for 10% or more of the total consolidated revenues and refer to one or more groups controlled by a government entity (government agency, a local, national or international public entity). The amendment is effective retrospectively for annual periods beginning on or after 1 January 2011.

201 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 201 IAS 1 Presentation of Financial Statements (amended in 2010) The amendment clarifies that for individual items of net equity the company may present the details of other components included in the statement of other comprehensive income in the consolidated statement of changes in net equity or in the notes to the accounts. The following accounting standards, amendments and interpretations, applicable from 1 January 2011, apply to matters and circumstances that are not present in the Group at the date of the present Financial Statements but which could be relevant to future transactions or agreements: IFRIC 13 - Customer Loyalty Programmes; Amendment to IFRIC 14 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction; Amendment to IAS 32 - Financial Instruments Presentation: Classification of Rights Issues; IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments; Amendment to IFRS 7 - Financial Instruments: Disclosures. It should be noted that during 2011 the IASB also approved and published the following documents and amendments: IFRS 10 Consolidated Financial Statements - issued on 12 May 2011 and applicable from 1 January 2013; IFRS 11 Joint Arrangements - issued on 12 May 2011 and applicable from 1 January 2013; IFRS 12 Disclosure of Interests in Other Entities - issued on 12 May 2011 and applicable from 1 January 2013; IFRS 13 Fair Value Measurement - issued on 12 May 2011 and applicable from 1 January 2013; IAS 27 Reissued as Separate Financial Statements - Amended - issued on 12 May 2011 and applicable from 1 January 2013; IAS 28 Reissued as Investments in Associates and Joint Ventures - Amended - issued on 12 May 2011 and applicable from 1 January 2013; IAS 19R Employee Benefits - Amended - issued on 16 June 2011 and applicable from 1 January 2013; IAS 1 Presentation of Financial Statements - Amended to cover Presentation of Items of Other Comprehensive Income - issued on 16 June 2011 and applicable from 1 July 2012; IAS 12 Income Taxes - Amended - issued on 16 June 2011 and applicable from 1 July 2012; IFRS 7 Financial Instruments: Disclosures - Amended - issued on 16 December 2011 and applicable from 1 January 2013; IFRS 9 Financial Instruments - issued on 16 December 2011 and applicable from 1 January 2015; IAS 32 Financial Instruments: Presentation - issued on 16 December 2011 and applicable from 1 January Fiera Milano SpA has not adopted early application of the accounting standards already approved by the European Union but which are effective for annual periods beginning on or after 1 January 2011.

202 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 202 FORM AND CONTENT OF THE FINANCIAL STATEMENTS With regard to the format and contents of the consolidated financial statements, Fiera Milano SpA has made the following choices: - the statement of financial position is presented with separate sections for assets, liabilities, and equity. Assets and liabilities are also classified as current, non-current, and held for sale; - the statement of comprehensive income is shown as a single statement in a continuous format and items are analysed by nature since this approach provides reliable information that is more relevant than classification by function; - the statement of cash flows is presented using the indirect method; - the statement of changes in net equity is presented with separate entries for the result of the statement of comprehensive income and transactions with shareholders. The Assirevi preliminary Opinions (OPI 2) on IFRS are that the economic and equity values of an incorporated company should be shown together with those of the incorporating company from the financial year preceding the merger. OPI 2 specifically indicates that the values of the previous financial year must be shown again in the financial statements of the financial year post-merger in a third column exclusively for comparative purposes. In essence, the financial statements of the incorporating company for the financial period in which the merger becomes effective are required to provide a pro-forma third column showing the accounting figures for the preceding financial year so as to permit a comparison between the latter and the figures of the first postmerger financial statements. In order to make a comparison of the data easier, some figures from the previous financial year have been reclassified. Seasonality of the business The Company activities have dual seasonality: (i) a higher concentration of exhibitions in the six months from January to June; (ii) exhibitions that have a multi-annual frequency. During the 2011 financial year, there were no atypical and/or unusual transactions. The independent auditor, PricewaterhouseCoopers SpA, carried out a legal audit of the present financial statements. BUSINESS COMBINATIONS Business combinations are accounted for by applying the purchase method in accordance with IFRS 3 revised in Under this method the transaction cost of a business combination is valued at fair value, determined as the aggregate of the fair value of the assets transferred and the liabilities assumed by the Group at the acquisition date and equity instruments issued for control of the acquired entity. All other costs associated with the acquisition are expensed in the statement of comprehensive income at their acquisition date value.

203 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 203 Contingent considerations, considered part of the acquisition consideration, must be measured at fair value at the time of the business combination. Subsequent changes to the fair value are recognised in the statement of comprehensive income. The identifiable assets acquired and the liabilities assumed are measured at fair value at the acquisition date. Goodwill is measured as the difference between the aggregate of the acquisition date fair value of the consideration transferred for the business combination, the amount of any non-controlling interest and the acquisition date fair value of any previously held equity interest in the acquiree and the net of the acquisitiondate amounts of the identifiable assets acquired and the liabilities assumed. If the difference between the acquisition date amounts of the identifiable assets acquired and the liabilities assumed exceeds the consideration transferred for the business combination, the amount of any non-controlling interest and the acquisition date fair value of any previously held equity interest in the acquiree, the excess sum is immediately recognised in the comprehensive statement of income as income from the transaction. In measuring the fair value of business combinations, the Company uses available information and, for more material business combinations, also uses the support of external valuations. Business combinations achieved in stages When a business combination is achieved in stages (step acquisition), the previously held share of the entity s assets and liabilities are measured at fair value at the date that control is obtained and any resulting adjustments are recognised in profit or loss. Previously held investments are therefore recognised as though they had been sold and reacquired at the date that control is obtained. Business combinations under common control IFRS 3 for the accounting of business combinations does not apply to business combinations under common control. In the absence of a standard that deals specifically with this type of transaction the application of the most suitable policy must be guided by the general scope of IAS 8, i.e. to provide information on the transaction that is relevant and reliable and gives priority to the economic substance and financial reality of the transaction and not merely its legal form. In the light of OPI 1 (Assirevi Preliminary Opinions on IFRS) on the Accounting treatment of business combinations under common control in the separate and in the consolidated financial statements the economic substance must refer to the generation of value added which results in a significant change in cash inflows from the net assets transferred before and after the transaction. Should it be impossible to estimate a significant increase in future cash inflows from the assets transferred, the choice of the accounting standard for the transaction should be governed by prudence, which results in the application of the accounting principle of continuity. This principle entails the recognition in the financial statements of values equal to those that would have existed if the assets that are the object of the combination had always been combined. The net assets must be recognised at their book values in the relevant accounts prior to the transaction or, if available, at the values in the consolidated financial statements of the controlling shareholder Fiera Milano SpA. Where the transfer values are higher than the historic values, the excess must be eliminated against the net equity of the acquirer through the appropriate reduction of a reserve.

204 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 204 VALUATION CRITERIA Tangible assets Property, plant and equipment Property, plant and equipment are recognised at purchase or production cost, including contingent costs and costs incurred, and adjusted for accumulated depreciation. Tangible assets are depreciated in each accounting period on a straight-line basis, using economic/technical rates determined by the residual life of the assets. Routine maintenance costs are charged to the income statement when they are incurred. The replacement costs of identifiable components of complex assets are allocated to the assets and depreciated over their useful lives. The residual carrying amount of the component being replaced is charged to profit and loss. Improvements to third-party assets are recognised in property, plant and equipment depending on the nature of the cost incurred; the depreciation period corresponds to the lesser of the residual useful life of the tangible asset and the residual period of the rental contract. The depreciation rates applied are listed below: Office furniture and machinery 12% Exhibition furniture and equipment 27% Catering equipment 25% Sundry machinery and equipment 15% Motor vehicles 20% Electronic machines 20% Plant and machinery 10% Telephone systems 20% Alarm systems 30% Furnishings 12% If there is any indication of impairment, the tangible assets are subject to an impairment test as described in the section on the impairment of assets. Leased property, plant and equipment There are two types of lease contracts, finance leases and operating leases. A lease is considered a finance lease when it transfers a significant and substantial part of the risks and rewards associated with the ownership of the asset to the lessee. Given this, as determined by IAS 17 ( Leases ), a leasing contract is considered a finance lease when the following factors are individually or jointly present:

205 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments the lease transfers ownership of the asset to the lessee by the end of the lease term; - the lessee has the option to purchase the asset at a price that is expected to be sufficiently lower than fair value at the date the option becomes exercisable such that, at the inception of the lease, it is reasonably certain the option will be exercised; - the lease term covers most of the economic life of the asset, even if title is not transferred; - at the inception of the lease, the present value of minimum lease payments amounts substantially to the fair value of the leased asset; - the leased assets are of a specialised nature such that only the lessee can use them without major modifications being made. Assets used by Fiera Milano SpA under contracts that classify as finance leases are accounted as tangible fixed assets at the lower of their fair value at acquisition date and the net present value of the lowest rental charge payable and amortised over their estimated useful life; the relevant liability to the lessor is recognised in the statement of financial position as a current or non-current liability depending on whether the due date occurs within or after twelve months. Lease instalment payments are split between principal, which goes to reduce financial liabilities, and interest, which is charged to the income statement as a financial expense. In the case of operating leases, instalments are recorded in the income statement on a pro rata basis over the life of the contract. Intangible assets An intangible asset is recognised in accounts only if it is identifiable, controllable, expected to generate future economic benefits, and if its cost can be reliably measured. Goodwill and intangible assets with an indefinite useful life Goodwill arising from business combinations is initially recognised at the consideration on the acquisition date, as indicated in the paragraph above on business combinations and allocated, for purposes of the impairment test to the cash-generating units (or group of cash-generating units) which benefit from the synergies deriving from the acquisition that generated the goodwill. After initial recognition in accounts, goodwill is measured at cost less any impairment stemming from the impairment tests (see the section on impairment of assets). An intangible asset is considered to have an indefinite useful life when no limit can be foreseen to the period during which the asset can generate financial inflows. Intangible assets with an indefinite useful life, such as goodwill, are not subject to amortisation. Intangible assets with a finite useful life Intangible assets with a finite useful life are measured at purchase or production cost, including any ancillary costs, and systematically amortised on a straight-line basis over their estimated useful life. If there is any indication of impairment, the intangible assets are subject to the impairment test as described in the section on the Impairment of assets.

206 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 206 Industrial patents and rights for the use of intellectual property, licenses, and concessions are amortised over a period of three years and information systems are amortised over five years from the year in which the cost is incurred. Trademarks of exhibitions are amortised based on a useful life of between ten and twenty years, estimated on the basis of the competitive dynamics of the industry and of a comparison with the methods used by the leading Italian and foreign competitors. Research costs are recognised at the time they are incurred. In compliance with IAS 38, development costs relating to specific projects, including the launch of new exhibitions, are capitalised when it is probable that the project will be completed and generate future economic benefits and when such costs can be reliably measured. Their cost is amortised from the point when the asset is ready for use on a straight line basis over its useful life. In the case of capitalised costs relating to the new information system, amortisation has been calculated over a five-year period. The carrying value of costs is reviewed annually at the year-end accounting date or more often if there are any particular reasons for doing so, to analyse the fair value and ascertain the existence of any impairment. Impairment of assets Goodwill and other intangible assets with an indefinite life are tested for impairment at least annually at the yearend accounting date, or more often if there are any indications that an asset has been impaired. Tangible and intangible assets with a finite life, which are subject to depreciation and amortisation, are tested for impairment only when there are indications of impairment. The recoverable amount of the asset is assessed by comparing the carrying value with the higher of the net selling price of the asset and its value in use. Net selling price is the amount obtainable from sale of an asset in a transaction between independent, informed, and willing parties, less the costs of disposal. In the absence of binding agreements, it is necessary to use the prices expressed by an active market, or the best information available taking into account factors such as recent transactions for similar assets completed in the same business segment. The value in use is the discounted present value of future cash flows. The cash flows expected to arise from the asset or the cash-generating unit and from its sale at the end of its useful life are discounted using a weighted average cost of capital of an entity having a similar risk profile and level of indebtedness. With the exception of goodwill, when the impairment of an asset no longer exists or decreases, the carrying value of the asset is reinstated only up to the new estimate of recoverable value. The reinstated value cannot exceed the value that would have been measured if there had been no impairment. Reversal of an impairment loss is recognised in profit or loss.

207 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 207 Financial assets In accordance with the requirements of IAS 39 and IAS 32, financial assets are classified under the following four categories: 1. Financial assets at fair value through profit and loss; 2. Held-to-maturity (HTM) investments; 3. Loans and receivables; 4. Available-for-sale (AFS) financial assets. Classification depends on the purpose for which assets are purchased and held. Management decides on their initial classification at the time of their initial recognition in the accounts, subsequently checking this classification at each year-end accounting date. Financial assets are initially recognised at cost, which is equal to fair value plus ancillary transaction costs. Subsequent measurement depends on the type of instrument concerned. Financial assets at fair value shown in the income statement, which include held-for-trading (HFT) financial assets and financial assets designated as such at the time of initial recognition, are classified among current financial assets and measured at fair value, with the gains or losses stemming from this valuation recognised in the income statement. Gains and losses from any changes in the fair value are recognised in the income statement. Held to maturity investments are classified under current financial assets if they mature in less than 12 months and among non-current financial assets if maturity exceeds that period, and are subsequently valued at amortised cost. The latter is calculated using the effective interest rate method, taking into account any purchase discounts or premiums and spreading them over the entire period up to maturity, less any impairment. Loans and receivables are measured at amortised cost based on the original effective rate of return of the financial asset. At each year-end accounting date, the Company measures the recoverable amount of such loans and receivables, taking expected future cash flows into account. Available for sale financial assets are recognised as non-current assets, unless they are to be divested within twelve months of the balance sheet date, and measured at fair value. Losses or gains on AFS assets are recognised in other comprehensive income and aggregated in a specific equity reserve, until they are sold, recovered or otherwise derecognised. When there is an indication of impairment in an available for sale financial asset and there is objective evidence of this, the cumulative gain or loss that was recognised in other comprehensive income is reclassified from equity to profit or loss for the period as a reclassification adjustment even if the financial asset has not been eliminated. Investments After initial recognition in accounts, equity investments in subsidiaries and associate companies are valued at cost less any loss of value stemming from impairment testing.

208 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 208 In accordance with the requirements of IAS 32 and IAS 39, investments in companies other than subsidiaries and associates are classified as AFS (available for sale) and are measured at fair value except for when fair value cannot be determined; in such cases, the cost method is used. Gains and losses stemming from adjustments of value are recognised in other comprehensive income, aggregated in a specific equity reserve. When there is an indication of impairment in an available for sale financial asset and there is objective evidence of this, the cumulative loss that was recognised in other comprehensive income is reclassified from equity to profit or loss for the period as a reclassification adjustment even if the financial asset has not been eliminated. Receivables Loans and receivables are initially recognised at fair value. They are subsequently measured at amortised cost using the original effective interest rate of the receivable. At each balance sheet date, the Company measures the recoverable amount of such loans and receivables, taking account of expected future cash flows. Inventories Inventories are valued at the lower of purchase or production cost, including ancillary costs, calculated using the FIFO method, and the presumable net realisable value based on market trends. Inventory consists mainly of outstanding costs relating to activities in future accounting periods. Cash and cash equivalents Cash and cash equivalents comprise cash on hand, bank demand deposits and cash investments with an original maturity of not more than three months. The definition of cash and cash equivalents in the statement of cash flows is the same as that of the statement of financial position. Assets and liabilities held for sale This category includes assets and liabilities (or assets and liabilities in a disposal group/discontinued operations) where the carrying value will be recovered primarily through a sale rather than through continued utilisation. For this to happen, the following conditions must be met: - the assets (or disposal groups) must be available for immediate sale in their present condition; - the sale must be highly probable, i.e. the company must be committed to a programme for their disposal; activities to identify a buyer must have been initiated; and completion of the sale must be scheduled to take place within one year of the date of classification in this category.

209 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 209 Assets held for sale are measured at the lower of their net carrying value and their fair value less costs to sell. If an asset that is depreciated or amortised is reclassified to this category, the depreciation or amortisation process is discontinued at the time of reclassification. In compliance with IFRS 5, data relating to discontinued operations are presented as follows: - in two specific statement of financial position items: Held-for-sale assets and Held-for-sale liabilities; - in a specific income statement item: Net income/ (loss) for the period from discontinued operations. Shareholders Equity Treasury shares The par value of treasury shares is deducted from share capital and any amount in excess of par value is deducted from the share premium reserve. Gains and losses on trading of treasury shares are recognised in other comprehensive income, in a specific equity reserve. Costs for capital transactions Costs directly attributable to capital transactions are recognised as a direct reduction of equity. Trade payables, tax liabilities, pre-payments received, and other liabilities Payables, advances and other liabilities are initially recognised at their fair value. After that, they are measured at amortised cost. Payables are derecognised when underlying financial obligations have been discharged. If they have a due date in excess of twelve months, liabilities are discounted to present value using an interest rate reflecting market assessments of the time value of money and specific risks connected with the liability concerned. Discounted interest is classified in financial expense. Derivative instruments A derivative or any other contract with the following characteristics is classified as a financial instrument and consequently fair-valued at the end of each accounting period: (i) its value changes in response to the change in an interest rate, the price of a financial instrument, a commodity price, a foreign-exchange rate, a price or rates index, creditworthiness, or another pre-established underlying variable; (ii) it requires no net initial investment or, if initial investment is required, one that is smaller than would be required for a contract from which a similar response to changes in market factors would be expected; (iii) it is settled at a future date. The effects of fair-value measurement are recognised in the income statement as financial income/expense.

210 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 210 Provisions for risks and charges Provision is made for risks and charges when the Company must meet a present obligation (legal or constructive) stemming from a past event, the amount of which can be reliably estimated and for settlement of which an outflow of resources is probable. If expectations of resource outflow go beyond the next financial year, the obligation is recognised at its present value through the discounting of future cash flows at a rate that also considers the time value of money and the liability s risk. Risks for which manifestation of a liability is only possible, not probable, are disclosed in the specific section for Guarantees given, commitments, and other contingent liabilities and no provisions are allocated. Bank borrowings and other financial liabilities Financial liabilities are initially recognised at cost as represented by the fair value of the funds received net of related costs incurred to receive the loan. After initial recognition, borrowings are measured according to amortised cost calculated using the effective interest rate. Amortised cost is calculated taking into account issuance costs and any discount or premium envisaged at the time of settlement. Employee benefits Employee benefits paid out upon or after cessation of the employment relationship consist mainly of employee severance indemnities [trattamento di fine rapporto, or TFR], which are governed by Article 2120 of the Italian Civil Code. In accordance with IAS 19, employee severance indemnities are considered a defined-benefit plan, i.e. a plan consisting of benefits provided after cessation of employment, which constitutes a future obligation for which the Group assumes actuarial risks and related investments. As required by IAS 19, the Group uses the projected unit credit method to determine the present value of its defined-benefit obligations and the related current service costs. This calculation requires the application of objective and mutually compatible actuarial assumptions concerning demographic variables (mortality rate, employee turnover) and financial variables (discount rate, future increases in salary levels). Fiera Milano SpA has opted for immediate recognition in the income statement of any gains or losses stemming from changes in actuarial assumptions without using the corridor method, which allows recognition in the income statement (based on expected average residual working life of employees) of the cumulative net value of actuarial gains and losses that exceed 10% of the highest between any assets servicing the plan and the present value of the obligation as at balance-sheet date. From 1 January 2007, following social security reform, cumulative employee severance indemnities had to be allocated to pension funds, to the INPS treasury fund. Employees were given the option until 30 June 2007 to choose the destination of their severance indemnities. In that regard, the allocation of accumulating employee severance indemnities to pension funds or to INPS

211 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 211 means that a portion of these indemnities will be classified as a defined-contribution plan in that the company s obligation is solely the payment of contributions either to the pension fund or to INPS. The liability related to past severance indemnities continues to be a defined-benefit plan to be measured on an actuarial basis. Termination benefits not included in the employee severance indemnities (TFR) are recognised as liabilities and employee expenses when the enterprise is demonstrably committed to terminate the employment of an employee or group of employees before the normal retirement date or provides termination benefits as a result of an offer made in order to encourage voluntary redundancy. The benefits owed to employees for termination of their employment do not give any future economic benefits to the enterprise and are therefore recognised immediately as a cost. Stock options Options to subscribe and purchase shares awarded to Group employees and executives give rise to recognition of a cost recognised in personnel expenses & employee benefits set against a corresponding increase in equity. Options are measured at fair value as at grant date and the related cost is posted in the income statement during the vesting period. Fair value is calculated using specific mathematical and financial models. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits associated with the sale of goods or rendering of services will flow to the Company and the relevant amount can be measured reliably. Revenues are posted at the fair value of the consideration received or receivable, taking into account any trade discounts and quantity-based reductions granted. Regarding the sale of goods, revenue is recognised when the Company has transferred the significant risks and rewards of ownership to the buyer. Regarding the sale of services, revenue is recognised when service is rendered. Consistent with the requirements of IAS 18 paragraph 25, in the case of revenues for the rendering of services relating to exhibitions and congresses, these are recognised when these exhibitions and congresses actually take place, because it is during the actual exhibition/congress that most of the related costs are borne. When it is probable that the total costs of an exhibition will exceed its total revenues, the expected loss is recognised as a cost in a specific provision. Operating costs Costs are recognised when they relate to goods and services sold or used in the period or on an accrual accounting basis when their future usefulness cannot be precisely identified. Payroll costs include stock options granted to Group executives and directors; the portion of stock option cost assigned to the period is determined according to the length of the period covered by the stock-option scheme. Payroll costs also include directors compensation, both fixed and variable.

212 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 212 Costs that do not meet the conditions to be recognised in the assets of the statement of financial position are charged to the profit and loss in the period when they are incurred. Other income This item has a residual nature and includes grants and subsidies. The recovery from the controlling shareholder Fondazione Fiera Milano of its contribution to the costs incurred for development initiatives and projects and for the anti-crisis measures taken by the Group falls into this category. This type of contribution for the development and support of the exhibition business managed by Fiera Milano SpA and aimed at supplying, through Fiera Milano SpA itself, direct support to those involved in the sector is neither a capital facility or a payment made by Fondazione Fiera Milano as a shareholder; therefore, in accordance with international accounting standards it has been recognised in income in the financial year it was received. Financial income and expenses Financial income and expenses are recognised in accounts based on timing that considers the effective yield/expense of the asset/liability concerned. Income Tax Income taxes are recognised according to estimated taxable income in compliance with current tax rates and regulations. Income taxes are recognised in the income statement, except for those relating to items directly debited or credited to equity, in which case the tax effect is directly recognised in equity. Deferred taxes are measured according to the taxable temporary differences existing between the carrying amounts of assets and liabilities and their tax base and are classified among non-current assets and liabilities. Deferred tax assets are recognised to the extent that there is likely to be sufficient future taxable income against which the positive balance can be utilised. The carrying amount of deferred tax assets is subject to review at the end of the financial year. Deferred tax assets and liabilities are measured according to the tax rates that are expected to be applied in the period when the deferrals materialise, considering the tax rates in force or those that are scheduled to come into force subsequently. Current and deferred tax assets and liabilities are offset when there is a legal right to settle on a net basis. Further information on the tax consolidation may be found in Note 36.

213 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 213 Foreign currency transactions Transactions in foreign currencies are recorded at the current exchange rate in force on transaction date. Monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate in force on the balance sheet date. Foreign exchange differences generated by the extinction of monetary items or their translation at different exchange rates from those at which they were translated at the time of initial recognition in the period, or in previous periods, are recognised in profit or loss. Foreign exchange differences are shown in financial expenses and income. Dividends Dividend revenues are recognised in accounts at the time when shareholders right to receive payment has been established. This is normally the date of the Annual General Shareholders Meeting that approves the dividend distribution. Use of estimates Preparation of financial statements and related notes using IFRS requires estimates and assumptions to be made that affect the amounts of balance sheet assets and liabilities and disclosures concerning potential assets and liabilities as at balance sheet date. Actual results may differ from these estimates. Estimates are used to recognise provisions for doubtful accounts, depreciation & amortisation, employee benefits, taxes, and other provisions and reserves, as well as any adjustments to asset value. Estimates and assumptions are reviewed regularly and the effects of any change are immediately reflected in the income statement. Concerning the use of estimates of financial risk, reference should be made to the specific paragraph in the Explanatory Notes to the Financial Statements, whilst it should be noted that the valuation of the fund for risks refers to the best information available at the date of the financial statements. Fiera Milano SpA has paid special attention in carrying out impairment tests on the intangible assets with indefinite useful life and, in particular, goodwill and investments at 31 December In this context, Fiera Milano SpA and its subsidiaries have prepared a preliminary draft of the Plan based on present visibility and consistent with the contents of the paragraph on the business outlook. These Plans provided the basis for calculating the value in use of each investment using the discounted cash flow (DCF) method. The results obtained were reassuring as all showed a significantly higher value in use compared to the carrying value, despite the use of prudent criteria (discount rates for cash flows, business growth rates, average outlook for calculating the terminal value).

214 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 214 Extraordinary transactions in the financial period The rationalisation of the Group structure resulted in the merger of companies and the centralisation of management functions and specifically: - on 24 February 2011, the Extraordinary Shareholders Meeting of Fiera Food System SpA approved the liquidation of the company. This was a consequence of the consensual resolution of the lease contract on the catering business division between Fiera Food System SpA and Fiera Milano SpA on 1 December 2010, which was effective from 1 January On 24 June 2011, the Shareholders Meeting of the company approved the liquidation financial statements and the plan for the division of assets; - on 20 May 2011 the merger by incorporation of the 100%-controlled subsidiary Rassegne SpA into its parent company Fiera Milano SpA was completed. This was finalised following the approval of the Board of Directors at its meeting on 21 January The merger decision was taken by the Board of Directors under the provisions of Article 2505 of the Italian Civil Code and Article 17 of the Fiera Milano SpA articles of association. The merger, which had legal effect from 1 June 2011 had no equity, economic or financial impact on the consolidated financial statements of the Fiera Milano Group nor did it involve any share exchange as the company being incorporated was already 100% owned by Fiera Milano SpA. As part of this transaction, on 19 May 2011, the sale of a minority stake of 0.02% of the share capital of Eurofairs held by Rassegne SpA to Nolostand SpA was finalised. IFRS 3 Business Combinations does not normally apply to the merger by incorporation of entirely owned subsidiaries as the combination of the assets does not involve any economic exchange with third-parties nor an acquisition in the economic sense. In the absence of an IFRS governing this type of transaction, a merger by incorporation of a company by its parent follows the guidance given in the Assirevi Preliminary Opinions on IFRS (OPI 2). Under this guidance, in mother-daughter mergers by incorporation, where the shareholding in the incorporated entity is 100%, the accounting principle of continuity should be applied. Application of the accounting principle of continuity results in the recognition of the assets and liabilities that are the object of the combination at the book values in the consolidated financial statements of the incorporating entity without recognising values that are higher than those in the consolidated financial statements or recognising a higher amount of goodwill since the merger does not give rise to any economic exchange. The fiscal and accounting date of the merger was 1 January The merger deficit deriving from the transaction described above is the difference between the considerations paid for the investments in the incorporated company recognised in the financial statements of the entity incorporating it and the equity of the incorporated company in the consolidated statement of financial position of the entity incorporating the company at 1 January RASSEGNE SPA ( 000) Rassegne SpA net equity 1 January ,108 Investment in Fiera Milano SpA 66,903 Merger deficit 1 January ,795

215 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 215 OPI 2 requires that the accounting effect of the merger be backdated to the start of the preceding financial year so as to provide comparable data for that of the financial year in which the merger by incorporation took place. This requires the accounting effect of the merger to be backdated to the preceding financial year also for the costs and revenues of the incorporated company in order to provide comparative data to be shown in the financial statements of the current financial year. The accounting presentation required by OPI 2 is purely for information purposes: it requires that the statement of financial position of the incorporating entity for the financial year prior to the financial year in which the merger is effective is shown, for comparative purposes, and is prepared assuming that the merger took place in that financial year; in other words, it is assumed that the incorporated company ceased to exist in the financial year prior to that in which the merger became effective. In order to ensure the completeness of the information under the accounting principle of continuity and in accordance with Assirevi Preliminary Opinions (OPI 2) on IFRS, the merger deficit was determined from the start of the preceding financial year for Rassegne SpA and shown for comparative purposes in the financial statements at 31 December RASSEGNE SPA ( 000) Rassegne SpA net equity 1 January ,272 Investment in Fiera Milano SpA 66,903 Merger deficit (under OPI 2) -15,631 The difference between the merger deficit at 1 January 2011 and the deficit calculated for the start of the preceding financial year, shown for comparative purposes with the financial statements at 31 December 2011, is the same as that of Rassegne SpA at 31 December A summary of the main entries in the statement of financial position at 31 December 2010 of the incorporated company as recognised in the consolidated statement of financial position of the company that incorporated it are given below.

216 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 216 SUMMARY OF THE MAIN ENTRIES ( 000) Non-current assets Property, plant and machinery 147 Goodwill and intangible assets with an indefinite useful life 40,351 Intangible assets with a finite useful life 13,592 Investments 2,834 Treasury shares 2,586 Trade and other receivables 2,510 Total 62,020 Current assets Trade and other receivables 26,091 Inventories 12,113 Total 38,204 Non-current liabilities Provision for risks and charges and other non-current liabilities 3,048 Total 3,048 Current liabilities Bank borrowings 2,716 Payables to suppliers 4,440 Pre-payments 24,159 Provision for risks and charges and other current liabilities 12,829 Total 44,144 Elimination of investments 66,903 Merger deficit 13,795 Cash flow from merger 76 On 26 July 2011, effective from 1 August 2011, the business division of the subsidiary Expopage SpA that manages the Information Communication Technology of the Parent Company Fiera Milano SpA, for a consideration of Euro million. This transaction was a business combination under common control and was therefore recognised in accordance with the accounting principle of continuity. On 19 October 2011, the merger by incorporation of Business International SpA and Expopage SpA in Fiera Milano Editore SpA, now called Fiera Milano Media SpA, was finalised. The merger had legal effect from 1 November 2011 and fiscal and accounting effect from 1 January On 14 December 2011, the Extraordinary Shareholders Meeting approved the change of the company name from Fiera Milano Editore SpA to Fiera Milano Media SpA. The effects of these transactions are described in the Explanatory and Supplementary Notes to the accounts.

217 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 217 Notes to the Financial Statements STATEMENT OF FINANCIAL POSITION ASSETS NON-CURRENT ASSETS 1) Property, plant and equipment The breakdown and changes in the last two financial years were as follows: PROPERTY, PLANT AND EQUIPMENT ( 000) Balance Changes during the financial year Balance at 31/12/09 Effect of Incr. Decr. Depr. Impairment Reclassification Other at 31/12/10 non-recurring changes transactions Buildings historic cost depreciation Net Plant and machinery historic cost 13, ,219 depreciation 5, , ,932 Net 7, , ,287 Industrial and commercial equipment historic cost 11, ,314 depreciation 10, ,942 Net Other assets historic cost 22, ,932 depreciation 12, , ,749 Net 10, , ,183 Total property, plant and equipment historic cost 47, ,257 depreciation 29, , ,415 Net 18, , ,842

218 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 218 PROPERTY, PLANT AND EQUIPMENT ( 000) Balance Changes during the financial year Balance at 31/12/10 Effect of Incr. Decr. Depr. Impairment Reclassification Other at 31/12/11 non-recurring changes transactions Buildings historic cost depreciation Net Plant and machinery historic cost 13, , ,480 depreciation 6, , ,205 Net 6,287-1,216-1, ,275 Industrial and commercial equipment historic cost 11, ,649 depreciation 10, ,249 Net Other assets historic cost 22,932 2, ,657 depreciation 14,749 2, , ,886 Net 8, , ,771 Total property, plant and equipment historic cost 48,257 2,523 2,224 1, ,786 depreciation 33,415 2,287-1,168 3, ,340 Net 14, , , ,446 The breakdown and changes in the last two financial years were as follows: Buildings The entry for the prefabricated buildings at the fieramilanocity site was written down to zero in the financial year under review following their divestment. Plant and machinery This entry was Euro million net of depreciation for the year of Euro million and was for electric and thermal plant and security and audiovisual systems. The total increase of Euro million was mainly for the Rho exhibition site. Industrial and commercial equipment This was Euro million net of depreciation for the year of Euro million and was mainly for equipment and furnishings related to exhibition activities. The total increase of Euro million was for the purchase of furniture and equipment related to exhibition activities in the Rho exhibition site.

219 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 219 Other assets This item was Euro million net of depreciation for the financial year of Euro million for electronic equipment, furnishings, equipment, and transport vehicles. The total increase of Euro million was Euro million for electronic equipment, furniture and fittings and Euro million for improvements made to assets belonging to Fondazione Fiera Milano, which were the responsibility of the Company under existing lease contracts. The effect of the non-recurring transactions net of depreciation was Euro million and was Euro million for the merger by incorporation of the 100%-controlled company Rassegne SpA into the Parent Company Fiera Milano SpA and Euro million for the sale of the business division of the subsidiary Expopage SpA pertaining to the management of the Information Communication Technology in Fiera Milano SpA was sold to the Parent Company Fiera Milano SpA. The depreciation of costs for improvements to thirdparty assets is calculated on the basis of the residual duration of the lease contracts for fixed assets. The entry, property, plant and equipment included investments in the financial period of Euro million (Euro million at 31 December 2010; unchanged pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37. 2) Goodwill and intangible assets with an indefinite useful life Details of the amounts and changes in the last two financial years were as follows: GOODWILL AND INTANGIBLE ASSETS WITH AN INDEFINITE USEFUL LIFE ( 000) Balance Changes during the financial year Balance at 31/12/09 Effect of Incr. Decr. Impairment Reclassification Other at 31/12/10 non-recurring changes transactions Goodwill historic cost 42, ,630 depreciation 12, ,789 Net 29, ,841 Total historic cost 42, ,630 depreciation 12, ,789 Net 29, ,841 GOODWILL AND INTANGIBLE ASSETS WITH AN INDEFINITE USEFUL LIFE ( 000) Balance Changes during the financial year Balance at 31/12/10 Effect of Incr. Decr. Impairment Reclassification Other at 31/12/11 non-recurring changes transactions Goodwill historic cost 42,630 40, ,060 depreciation 12, ,789 Net 29,841 40, ,271 Total historic cost 42,630 40, ,060 depreciation 12, ,789 Net 29,841 40, ,271

220 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 220 The amounts and changes of the different items in the last financial year were as follows: Goodwill Goodwill totalled Euro million. Goodwill was recognised in the statement of financial position following the contribution by Fondazione Fiera Milano of the exhibition entity on 17 December On 20 May 2011, the 100%-controlled company Rassegne SpA was merged by incorporation into its parent company Fiera Milano SpA. Details of this transaction are given in the Note on investments. Under IAS 8 and the interpretation of this document by Assirevi OPI 2, the financial statements of Fiera Milano SpA showed a merger deficit under the accounting principle of continuity compared to the value of goodwill in the consolidated statement of financial position at 1 January 2011, the date at which the accounting of the merger became effective; goodwill increased by Euro million as a consequence of this transaction. On 26 July 2011, effective from 1 August 2011, the business division of the subsidiary Expopage SpA pertaining to the management of Information Communication Technology in Fiera Milano SpA was sold; goodwill increased by Euro million as a consequence of this transaction. As stated in the section on Valuation Criteria, goodwill is not amortised but is tested for impairment at the year-end accounting date or more often if there are any indications of impairment. Further information on the process for carrying out the impairment tests in 2011 is given in the section on the use of estimates. The realisable value of the cash generating units (CGUs), to which individual goodwill was attributed, is verified by determining the value in use. The corporate rationalisation and simplification process and the parallel reorganisation of the business caused a change to the operating segments and a redefinition of the cash generating units and groups of cash generating units to which goodwill is allocated for impairment testing. For Fiera Milano SpA, each individual exhibition is a cash-generating unit. As regards the impairment tests, so as not to use arbitrary allocation criteria, goodwill was allocated on the basis of appropriate groupings that reflect the new strategic vision of the company as well as how the goodwill was generated. The goodwill allocations are as follows: - the directly organised exhibition cash-generating unit group: this comprises the cash generating units of the exhibitions directly organised by Fiera Milano SpA. The goodwill allocated to this group was Euro million and was the goodwill generated by the merger of Rassegne SpA into Fiera Milano SpA during 2011;

221 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments the exhibition cash-generating unit group: this comprises the cash generating units of all the exhibitions of Fiera Milano SpA. The goodwill allocated to this group was Euro million of which Euro million was the goodwill coming from the conferral of the exhibition entity by Fondazione Fiera Milano to Fiera Milano SpA on 17 December 2001 and Euro million was goodwill from the acquisition by the Parent Company of the Information Communication Technology business division of its subsidiary Expopage SpA. The method used is that of discounted cash flow, based on the business plan approved by the Board of Directors. Cash flow projections beyond the time horizons of the respective business plans are generally calculated using the average gross operating profit of the last two years of the plan and reconstructing a normalised cash flow without considering changes in working capital and including maintenance and replacement costs. It should be noted that the terminal value is calculated as a perpetuity obtained by capitalising the average net cash flows, as described above, at a WACC (Weighted Average Cost of Capital) of 8.44% and assuming a growth rate of 1.5%. The following were used to calculate the WACC: a risk-free rate of 4.76%, a risk premium of 5.0% and a pretax cost of debt of 6.5% with a weighting of debt/invested capital of 40%. In calculating the risk premium (5.0%), the following were taken into account: (i) a market risk premium of 5.0%, the four-yearly difference between the yield of the equity market and that of long-term Government bonds; (ii) a 1.23 levered beta which measures the specific risk of the Company relative to the average of the market and also takes into account the current level of Group debt. Sensitivity analyses were carried out by varying the WACC (+0.5%) and the forecast operating cash flows (-10%) with positive results in both cases. The impairment tests showed no lasting reduction in value.

222 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 222 3) Intangible assets with a finite useful life The breakdown and changes in the last two financial years were as follows: INTANGIBLE ASSETS WITH A FINITE USEFUL LIFE ( 000) Balance Changes during the financial year Balance at 31/12/09 Effect of Incr. Decr. Amort. Impairment Reclassification Other at 31/12/10 non-recurring changes transactions Industrial patents and intellectual property rights historic cost 21,448-1, ,017 amortisation 15, , ,138 Net 6,082-1,569-4, ,879 Concessions, licenses and similar rights historic cost 1, ,398 amortisation 1, ,565 Net Trademarks historic cost amortisation Net Development costs historic cost amortisation Net Intangible assets in progress historic cost amortisation Net Total intangible assets with a finite useful life historic cost 23,788-2, ,874 amortisation 16, , ,758 Net 7,322-2,086-5, ,116

223 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 223 INTANGIBLE ASSETS WITH A FINITE USEFUL LIFE ( 000) Balance Changes during the financial year Balance at 31/12/10 Effect of Incr. Decr. Amort. Impairment Reclassification Other at 31/12/11 non-recurring changes transactions Industrial patents and intellectual property rights historic cost 23,017 3,367 2, ,755 amortisation 20,138 2, , ,067 Net 2, , , ,688 Concessions, licenses and similar rights historic cost 2, ,591 amortisation 1, ,119 Net Trademarks historic cost , ,707 amortisation 55 2, ,773 Net , ,934 Development costs historic cost amortisation Net Intangible assets in progress historic cost amortisation Net Total intangible assets with a finite useful life historic cost 25,874 19,392 2, ,377 amortisation 21,758 5, , ,283 Net 4,116 14,115 2, , ,094 The amounts and changes of the different items in the last financial year were as follows: Industrial patents and intellectual property rights These were Euro million net of amortisation for the year of Euro million. The Euro million total increase includes Euro million for reclassification of fixed assets under construction that refers mainly to capitalised costs for functional upgrades to the information management system and Euro million for the implementation of other projects and the purchase of software licences with no time limits on their use. The effect of extraordinary transactions net of depreciation of Euro million was due for Euro million to the merger by incorporation of the 100%-controlled company Rassegne SpA into the Parent Company Fiera Milano SpA and Euro million to the sale of the business division pertaining to the Information Communication Technology in Fiera Milano SpA by the subsidiary Expopage SpA.

224 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 224 The change in amortisation compared to the preceding financial year was due to the corporate information system, which was fully amortised. Amortisation is calculated on the estimated useful life of the asset, which is five years for the information system and three years for the management reporting system, other projects and software. Concessions, licences and similar rights This entry was Euro million net of amortisation for the year of Euro million; the Euro million increase was for the purchase of time-limited software licences. Time-limited software licences are amortised over a period of three years. Trademarks This item totalled Euro million net of depreciation for the year of Euro million. The increase compared to the previous financial year reflects the inclusion of important exhibition trademarks following the merger by incorporation of the 100%-controlled company Rassegne SpA into the Parent Company Fiera Milano SpA. Trademarks were as follows: - Bit Euro million; - Host Euro million; - Milanovendemoda Euro million; - Rich Euro million; - Mac Euro million; - Fluidtrans Euro million; - Bias Euro million; - Enermotive Euro million; - Livinluce Euro million; - Miart Euro million; - Tuttofood Euro million; - La Campionaria Euro million; - Others Euro million; The exhibition trademarks are amortised over a useful life of between ten and twenty years. The calculation of the useful life of each trademark is done by determining its continuous presence on a given reference market, its competitive position and its operating profitability. The analyses revealed good prospects for the continuity of the exhibitions and therefore a long-term useful life. The data from the analyses was consistent with the estimates of useful life made by the main competitors in the exhibition sector. Development costs This entry increased as a result of the merger by incorporation of the 100%-controlled company Rassegne SpA into the Parent Company Fiera Milano SpA and the development costs were fully amortised in the financial year under review.

225 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 225 Fixed assets under construction This entry was reclassified during 2011 with Euro million included as an ongoing development cost for the corporate information system and Euro million included in costs for the implementation of other projects. Intangible fixed assets with a finite useful life included investments of Euro million in the financial year under review (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37. 4) Investments The breakdown and changes in this entry were as follows: EQUITY INVESTMENTS ( 000) % held Book Changes during the financial year Book 31/12/11 value Effect of Reclassification Revaluations Write- value 31/12/10 Incr. Decr. extraordinary downs 31/12/11 transactions Equity investments in subsidiary companies Business International SpA 100% - 3, , Expopage SpA 100% 2, , Fiera Milano Congressi SpA 100% 12, ,200 Fiera Milano Media SpA 100% 23, , ,305 Fiera Food System SpA 100% Nolostand SpA 100% 13, ,390 Rassegne SpA 100% 66, , TL.TI Expo SpA 88.31% 1, , ,885 Eurofairs International Consultoria e Partipações Ltda 99.98% 10, ,000 Fiera Milano India Pvt Ltd 99.99% OOO Fiera Milano 100% Total 129,603 4, , ,641 Equity investments in joint-ventures Hannover Milano Global Germany GmbH 49% 10, ,100 Milan International Exhibitions Srl 20% Total 10, ,124 Equity investments in other companies Obiettivo lavoro Scrl Total Total equity investments 140,578 4, , ,765 The value of investments is shown net of depreciation. The amount and changes in investments is described below.

226 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 226 On 19 May 2011 Fiera Milano SpA paid Euro million to Fiera Milano Congressi SpA following the sale of Business International SpA by Fiera Milano Congressi SpA to Fiera Milano SpA. On 19 July 2011 the Boards of Directors of the companies Fiera Milano Editore SpA (now renamed Fiera Milano Media SpA), Business International SpA and Expopage SpA approved their merger by incorporation into Fiera Milano Media SpA; on 19 October 2011 the merger was finalised. The transaction was a merger of three sister companies all held 100%; for this reason there was no share exchange. Fiera Milano Media SpA assumed the assets, liabilities and net equity of the two merged companies. Fiera Milano SpA aggregated the values of the investments in Fiera Milano Media SpA, Business International SpA and Expopage SpA. The aggregation of these values resulted in a Euro million increase in the value of the investment in Fiera Milano Media SpA. On 18 May 2011, the third and final tranche of the final consideration for the investment in Edizioni Specializzate SpA, subsequently merged into Fiera Milano Media SpA, was paid. The agreed amount was based on the gross operating results of the company in 2008, 2009 and 2010 multiplied by To trigger the earn out mechanism, the gross operating result in the three years could not be less than Euro million, Euro million and Euro million respectively. The gross operating result target for 2010 was exceeded and led to an upward adjustment in the price of Euro million. On 24 February 2011, the Extraordinary Shareholders Meeting of Fiera Food System SpA approved the liquidation of the company. This was a consequence of the consensual resolution of the lease contract for the catering business division between Fiera Food System SpA and Fiera Milano SpA on 1 December 2010, which was effective from 1 January On 24 June 2011, the Shareholders Meeting of the company approved the liquidation financial statements and the plan for the division of assets; following this transaction, the value of the investment was written down for Euro million giving a capital gain of Euro million. On 20 May 2011 the merger by incorporation of the 100%-controlled subsidiary Rassegne SpA into its parent company Fiera Milano SpA was finalised. The merger followed the approval of the Board of Directors given on 21 January under Article 2505 of the Italian Civil Code and Article 17 of the Fiera Milano SpA articles of association. The transaction involved no share exchange as the company being incorporated was already 100% owned by Fiera Milano SpA. Fiera Milano SpA assumed the assets, liabilities and net equity of the merged company eliminating the value of the investment of Euro million against the net equity of the incorporated company. The merger also resulted in the transfer to Fiera Milano SpA of the shareholding in TL.TI Expo SpA held by Rassegne SpA and a Euro million increase in the value of this investment while the shareholding in this company rose from 29.81% to 88.31%. On 24 March 2011, Fiera Milano India Private Ltd was established with a registered office in New Delhi, for the organisation and management of exhibitions abroad. On 14 June 2011, Fiera Milano SpA paid Euro 0.300

227 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 227 million for 99.99% of the share capital. On 27 September 2011, Fiera Milano SpA paid Euro million for future share capital increases of Fiera Milano India Pvt Ltd. On 16 March 2011, Fiera Milano SpA made an early payment of Euro million for 50% of the share capital for the establishment of the company OOO Fiera Milano which took place on 30 March OOO Fiera Milano, with its registered office in Moscow, will launch proprietary exhibitions either alone or in partnership with leading local operators. On 7 July 2011, the Company completed the payment of the share capital for an amount of Euro million. On 23 March 2011, Fiera Milano SpA covered the losses of Euro million recorded by Hannover Milano Fairs India Pvt Ltd, a company controlled by Hannover Milano Global Germany GmbH, at 31 December On 25 May 2011, the fourth tranche of the final acquisition consideration under the purchase agreement for the equity investment in Hannover Milano Global Germany GmbH was paid. The agreed consideration is payable in five tranches of Euro million and is based on the forecast pre-tax profit in the business plan for the five-year period guaranteed by Deutsche Messe AG. The residual acquisition consideration was calculated by discounting back to the acquisition date the future cash flows and was valued at Euro million. In the financial year under review the third tranche of the final acquisition consideration under the contribution agreement for the business division of the directly held exhibition activities in India was not paid as the pretax target for the 2010 financial year was not exceeded. The business division was contributed by Deutsche Messe AG to Hannover Milano Fairs India Pvt Ltd, a company controlled by Hannover Milano Global Germany GmbH, on 27 November The agreed consideration is payable in five different tranches of Euro million and was based on the forecast pre-tax profit of the business plan of the Indian company, guaranteed by Deutsche Messe AG, for the financial years. At the end of the financial year, the value of the investment was adjusted down by Euro million as the pre-tax profit target for 2011 was not exceeded. The residual acquisition consideration was calculated by discounting back to the acquisition date the future cash flows and was valued at Euro million. On 1 December 2011, Milan International Exhibitions Srl was established with a registered office in Rho; the company markets and promotes the Fiera Milano Group abroad in order to increase the number of international exhibitors in Italy. On 23 November 2011, Fiera Milano SpA paid Euro million for 20% of the share capital. The company is jointly controlled with the Milan Chamber of Commerce. The impairment tests carried out on the investments at the year-end accounting date showed no indications of impairment and therefore no impairment charge was taken against the assets subject to the impairment test.

228 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 228 5) Trade and other receivables These were Euro million ( million at 31 December 2010; Euro million pro-forma at 31 December 2010) of which Euro million with a duration exceeding five years. The breakdown was as follows: TRADE AND OTHER RECEIVABLES ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Other receivables from controlling shareholder 12,784 12,784 12,784 Other guarantees receivable Other Total 13,446 13,286 13,396 The entry included: - a guarantee deposit of the Parent Company for the property lease contracts on the two exhibitions sites of Rho and Milan for Euro million (unchanged compared to 31 December 2010 and the pro-forma figure for 31 December 2010). This value equates to the quarterly rent under the two lease contracts; - other guarantee deposits totalling Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). These referred almost totally to the guarantee deposit under the property lease contract for the Palazzo Italia project in Berlin. The value of Euro million equates to the quarterly rent under the contract; - other receivables of Euro million (zero at 31 December 2010; Euro million pro-forma at 31 December 2010). These were mainly receivables for the sale of the Cartoomics trademark which are due to be paid in three annual tranches from February 2013 to February Trade and other receivables included Euro million (Euro million at 31 December 2010; unchanged on the pro-forma figure at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37. 6) Deferred tax assets This item was zero (zero at 31 December 2010; Euro million pro-forma at 31 December 2010). At 31 December 2011 the net amount was included in deferred tax liabilities.

229 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 229 CURRENT ASSETS 7) Trade and other receivables TRADE AND OTHER RECEIVABLES ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Receivables from clients 32,941 11,219 34,659 Trade receivables from subsidiaries 4,614 10,728 4,545 Trade receivables from associates Receivables from controlling shareholder for tax consolidation Receivables from subsidiaries for tax consolidation Other receivables 2,200 2,431 3,273 Other receivables from controlling shareholder 6,389 6,328 7,421 Accrued income Prepaid expenses Deferrals receivable from controlling shareholder Accruals from subsidiaries Total 47,311 31,883 51,232 These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and included the following items: - trade receivables of Euro million (Euro million at 31 December 2010; Euro million proforma at 31 December 2010) net of Euro million of provisions for doubtful receivables. They comprised receivables from organisers, exhibitors and others for services related to providing exhibition space and services for the exhibitions. The total for receivables was adjusted for the provision for doubtful receivables in order to bring the nominal value in line with the estimated realisable value. During the financial year, the provision for doubtful receivables changed as follows: PROVISIONS FOR DOUBTFUL RECEIVABLES ( 000) 31/12/10 Effect of Provision Use 31/12/11 non-recurring transactions Provisions for doubtful receivables 1,786 2,162 1, ,026 The increase reflects the belief that some receivables may prove difficult to recover. Use of the provision refers to receivables which, in the financial year under review, were found to be unrecoverable. - Trade receivables from subsidiaries of Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). These were trade receivables payable at market conditions. The work was carried out and the services supplied as part of the organisation and management of the exhibitions and other events held in the exhibition venue.

230 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT Receivables from the controlling shareholder of Euro million (Euro million at 31 December 2010; unchanged on the pro-forma figure at 31 December 2010) for the tax consolidation: this is the balance of payables and receivables included in the tax consolidation. - Other receivables for Euro million (Euro million at 31 December 2010; Euro million proforma at 31 December 2010). These included receivables from employees of Euro million, other tax receivables of Euro million, guarantee deposits of Euro million, pre-payments to suppliers of Euro million, receivables for tax credits on employee severance indemnities of Euro million, prepayments from INAIL of Euro million, and other current receivables of Euro million. - Other receivables from the controlling shareholder of Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). These were mainly costs payable by Fondazione Fiera Milano for its participation in the actions and initiatives to counteract the effects of the economic crisis on the exhibitions, which are described in the section on related-party transactions. - Accruals of Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for insurance premiums and other accruals and relating to costs incurred in the financial year but pertaining to the following financial year. The entry for trade and other receivables included Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37. 8) Inventories This entry includes suspended costs of Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for exhibitions to be held after 31 December INVENTORIES ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Bit Macef Primavera - Chibi&Cart ,065 Miart Host Abitami E.Tech Experience Tuttofood Other Total 1, ,585 The decrease reflected the fact that, in the financial year under review, the promotional costs for the 2012 edition of Macef Primavera Chibi&Cart were delayed to nearer the time of the exhibition.

231 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 231 This entry includes Euro million (zero at 31 December 2010; Euro million pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37. 9) Current financial assets These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: FINANCIAL ASSETS ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Financing to controlling shareholder 3,256 3,905 3,905 S/term financing to Group companies 3,130 7,496 2,736 Total 6,386 11,401 6,641 The entry includes loans issued to Fondazione Fiera Milano, to subsidiaries and to joint ventures. These were done at market conditions and included: - Euro million for the balance of the current account held with Fondazione Fiera Milano; - Euro million for a loan issued to the subsidiary Fiera Milano Media SpA. The interest rate is 3-month Euribor plus a spread of 1%; - Euro million for a loan issued to the subsidiary TL.TI Expo SpA. The interest rate is 3-month Euribor plus a spread of 1%; - Euro million for a loan issued to the joint venture Hannover Milano Global Germany GmbH at an interest rate of 5%. This entire entry is a related-party transaction (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). Further details on related-party transactions are given in Note 37.

232 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT ) Cash and cash equivalents These totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and almost entirely comprised temporary cash held with banks. CASH AND CASH EQUIVALENTS ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Bank and postal accounts 3,506 3,382 3,452 Cheques Cash and cash equivalents Total 3,601 3,449 3,526 The financial flows compared to those at 31 December 2010 are shown in the Statement of Cash Flows. CASH AND CASH EQUIVALENTS FROM OPERATIONS ( ) pro-forma Result including non-operating assets 8,848,962 1,429,350 3,264,979 Adjustments for: - Depreciation and amortisation 7,255,502 9,247,696 10,333,134 - Provisions, write-downs and impairment -245,921 1,850,000 1,292,064 - Capital gains and losses 8,025-18,859-18,859 - Net financial revenues/payables -5,262,624-4,521,794-4,663,250 - Net change in employee provisions -1,554,827-67, ,828 - Changes in deferred taxes 3,665,317-1,628,446-4,029,496 - Inventories 1,513,380 1,049,463 1,398,391 - Trade and other receivables 2,793,980 5,205,837 4,343,113 - Trade payables 3,661,627-6,871,501-8,543,745 - Pre-payments 8,179,096-10,437,222-8,230,215 - Tax payables 1,461, , ,528 - Provisions for risks and charges and other liabilities (excluding payables to Organisers) 5,387,434-5,118,807-9,811,194 - Payables to Organisers 6,133,688-9,056,518-9,056,518 Total 41,844,675-18,041,420-23,948,896

233 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 233 NET EQUITY AND LIABILITIES EQUITY 11) Share capital and reserves The breakdown of equity was as follows: EQUITY ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Share capital 41,248 41,602 41,316 of which treasury shares Share premium reserve 13,014 15,500 13,200 of which reserve for first-time adoption of IFRS -1,796-1,796-1,796 of which treasury shares -4,346-1,860-4,160 Legal reserve 7,423 7,351 7,351 Other reserves 2,118 2,118 2,118 of which reserve for first-time adoption of IFRS -1,197-1,197-1,197 Retained profits/(losses) 2,780 15, Profit/(loss) for the period 8,849 1,429 3,265 Equity 75,432 83,217 66,837 The amounts and changes compared to 31 December 2010 were as follows: Share capital At 31 December 2011 the fully paid-up share capital was Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010), net of Euro million of treasury shares. The fully paid-up share capital was made up of 42,147,437 ordinary shares each of nominal value Euro 1.00 with no restrictions regarding dividend distributions and repayment of share capital, except as provided by law for treasury shares. The number of shares in circulation was as follows: Number Change Number of shares Effect of Increase Purchase Sale of shares at 31/12/2010 non-recurring in capital at 31/12/2011 transactions Ordinary shares in issue 42,147, ,147,437 Treasury shares 545, ,500-67, ,495 Shares in circulation 41,602,342 41,247,942

234 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 234 Share premium reserve This was Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) net of movements in the fund for the first time adoption of IAS/IFRS of Euro million and in treasury shares for a total of Euro million. The changes in the financial year under review were as follows: - a decrease of Euro million for treasury shares from the 100%-controlled subsidiary Rassegne SpA following its merger by incorporation into Fiera Milano SpA; - a decrease of Euro million for the acquisition of treasury shares. The difference between the acquisition value and the nominal value of the treasury shares was taken against the share premium reserve in accordance IAS/IFRS accounting standards. Legal reserve The legal reserve was Euro million (Euro million at 31 December 2010; unchanged on the pro-forma figure at 31 December 2010). The increase of Euro million was due to the decision at the Shareholders Meeting of 21 April 2011 to allocate part of net profit for the year to the legal reserve pursuant to Article 2430 of the Italian Civil Code. Other reserves These totalled Euro million (Euro million at 31 December 2010; unchanged on the pro-forma figure at 31 December 2010) and included a negative figure of Euro million for the first-time adoption of IAS/IFRS. The breakdown was as follows: - Euro million (unchanged compared to the preceding financial year) for the former provision for pre-paid amortisation; - Euro million (unchanged compared to the preceding financial year) for the stock option reserve equal to the theoretical value of the options accrued in the financial year and approved on 26 July 2002; - A negative figure of Euro million (unchanged compared to the preceding financial year) for the reserve for the first-time adoption of IAS/IFRS; - Euro million for gains on the sale of treasury shares (unchanged compared to the preceding financial year). Retained profits (losses) These were Euro million (Euro million at 31 December 2010; a negative figure of Euro million pro-forma at 31 December 2010). The decrease of Euro million was due to an increase of Euro million following the decision of the Shareholders Meeting of 21 April 2011 to retain the residual profit for the 2010 financial year and a decrease of Euro million for the merger deficit from the merger by incorporation of Rassegne SpA. It should be noted that a merger by incorporation by a Parent Company of its subsidiary is a business combination under common control and is therefore not subject to IFRS 3 Business Combinations. In the absence of an

235 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 235 accounting standard governing this type of transaction and in order to adhere to the most suitable accounting standard, the general aims of IAS/IFRS were implemented i.e. to provide information on the transaction that is relevant and reliable and gives priority to the economic substance and financial reality of the transaction and not merely its legal form. Also under OPI 2 (Assirevi Preliminary Opinions on IFRS) regarding the accounting treatment of mergers in the financial statements, the accounting principle for the present transaction was governed by prudence, which resulted in the application of the accounting principle of continuity. As a consequence of the application of this principle, the assets and liabilities object of the aggregation were recognised in the financial statements of the incorporating entity at the book values in the consolidated financial statements of the incorporating entity at 1 January 2011 (the date to which the accounting effects of the merger were backdated) whilst the unallocated elimination difference of Euro million was allocated against the net equity of the incorporating entity post-merger. Net result for the period In the financial year to 31 December 2011, the Company had net profit of Euro million. The net profit in the preceding financial year was Euro million; Euro million pro-forma for the 2010 financial year. The table below gives a breakdown of equity and shows the possible uses and amounts available for distribution for each component, as well as any use made in previous financial years. AVAILABILITY AND DISTRIBUTABILITY OF EQUITY ( 000) Summary of uses Possible Amount to cover for other Balance uses available losses reasons Share capital 41,248 of which treasury shares 899 Capital reserves: Share-premium reserve 13,014 A, B, C 13,014 42,777 Legal reserve 5,212 B - Other reserves 895 A, B, C 895 Reserves for earnings: Legal reserve 2,211 B - Reserve for foreign exchange gains Other reserves 1,758 A, B, C 1,758 Other reserves (stock options plan) Other reserves (first time adoption) -1, Retained profits/(losses) 2,780 A, B, C 2,780 Profit (loss) for period 8, Total 75,432 19,109 42,777 Amount not for distribution (share-premium reserve) 1,007 Remainder available for distribution 18,102 A: for capital increase; B: to cover losses; C: for distribution to Shareholders

236 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 236 LIABILITIES NON-CURRENT LIABILITIES 12) Bank borrowings These were Euro million (zero at 31 December 2010 and also pro-forma at 31 December 2010): BANK BORROWINGS ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Bank borrowings 14, Total 14, Non-current bank borrowings was made up of the Euro million financing granted by a leading bank on 22 June 2011 and repayable in quarterly instalments in arrears from 22 September 2011 until 22 June 2016 with interest at 3-month Euribor plus a spread of 1.60%. 13) Provisions for risks and charges PROVISIONS FOR RISKS AND CHARGES ( 000) 31/12/10 Effect of Provisions Uses Reclassification 31/12/11 non-recurring transactions Provision for tax consolidation Provisions for charges for Palazzo Italia 1, ,825 - Berlin project Other provisions for risks and charges 50 1, Total 2,541 1, ,569 1,104 These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and were: - Euro million (compared to Euro million at 31 December 2010; unchanged on the pro-forma figure at 31 December 2010) for the provision set up for any eventual repayment to the majority shareholder, Fondazione Fiera Milano, of the money paid by the latter as part of the tax consolidation that ceased in the financial year to 31 December The amount was paid by Fondazione Fiera Milano for the benefit Fiera Milano SpA would have received had it taken advantage of the tax consolidation;

237 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments Euro million for other risks and charges (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for risks related to payments resulting from legal disputes with suppliers. The entry increased following the merger by incorporation of the 100%-controlled subsidiary Rassegne SpA into Fiera Milano SpA. The non-current part of the provision at 31 December 2010 for the Palazzo Italia project in Berlin, Euro million, was recognised in current provisions for risks and charges in the financial year under review. 14) Employee benefit provisions These totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). These were employee severance indemnities (TFR) matured to 31 December 2006 calculated using actuarial methods. The changes during the financial year were as follows: EMPLOYEE BENEFIT PROVISIONS ( 000) 31/12/10 Effect of Severance Indemnities 31/12/11 non-recurring indemnities and advances transactions accrued paid Defined benefit plans 5,798 1, ,822 5,182 Total 5,798 1, ,822 5,182 Non-recurring transactions were Euro million, of which Euro million was due to the merger by incorporation of the 100%-controlled subsidiary Rassegne SpA into Fiera Milano SpA and Euro million was due to the sale of the business division pertaining to the management of the Information Communication Technology of the subsidiary Expopage SpA to the Parent Company Fiera Milano SpA. ACCRUED SEVERANCE INDEMNITIES ( 000) Personnel expenses: - indemnities related to defined benefit plans 53 Financial expenses - Actuarial loss on defined benefit plans 316 Financial income: - Actuarial gain on defined benefit plans -378 Total -9 The Company uses a duly certified professional to determine the actuarial amounts. The main assumptions used in the actuarial calculations were as follows: - the statistical analyses took account of the average remuneration by age and by length of service of the employees at 31 December 2011;

238 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT actuarial valuation was based on a closed group of employees and, therefore, did not take into account new employees hired during the period taken as the reference period; - simulations were made using the projected unit credit method for accrued benefits; - the demographic assumptions used ISTAT [Italian Statistics Institute] indices and INPS [Social Security Institute] models for forecasts to 2012; - the forward-looking economic and financial assumptions used are shown in the following table: ACTUARIAL ASSUMPTIONS USED TO CALCULATE SEVERANCE INDEMNITY PROVISIONS 31/12/11 31/12/10 Technical discount rate 4.60% 4.10% Annual inflation rate 2.00% 2.00% Annual rate of increase in severance indemnity provisions 3.00% 3.00% The discount rate was calculated with reference to the Eurozona Iboxx Corporate AA index for a period equal to or greater than ten years. 15) Deferred tax liabilities DEFERRED TAX LIABILITIES ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Deferred tax liabilities 1, These were Euro million (Euro million at 31 December 2010; zero pro-forma at 31 December 2010) and were the balance of deferred tax assets and deferred tax liabilities. The change was mainly due to the increase in deferred tax liabilities following the tax deduction for amortisation of goodwill and a reduction in pre-payments of IRES tax following the use of tax losses carried forward. Further details and the changes in deferred taxes are given in Note 36 to the income statement.

239 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments ) Other non-current liabilities This entry was Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: OTHER LIABILITIES ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Earn-out for acquisition of Hannover Milano Global Germany GmbH Earn-out for acquisition of Hannover Milano Fairs India Pvt Ltd Completion price of acquisition of Fiere & Mostre business division Total The entry was the net present value of the balance of the acquisition considerations for investments. These values were determined at the acquisition date and their net present value calculated using the weighted average cost of capital (WACC) of the Company. The difference compared to the valuation at the acquisition date arising from the financial effect of calculating the net present value was recognised in profit and loss under financial costs. Further details are given in Note 4 to the statement of financial position. The decrease of Euro million was due to the reclassification of the current portion of non-current liabilities to the entry for other current liabilities.

240 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 240 CURRENT LIABILITIES 17) Bank borrowings These totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: BANK BORROWINGS ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Current accounts 8,099 2,381 5,096 S-term financing and portion of mortgage payments 49, , ,098 Total 57, , ,194 Current bank borrowings were: - Euro million (Euro million at 31 December 2010; unchanged pro-forma at 31 December 2010) was for current financing to meet cash management requirements; - Euro million was the current portion of the Euro million financing given by a leading bank on 22 June 2011 and repayable in quarterly instalments in arrears from 22 September 2011 to 22 June The decrease compared to the pro-forma figure at 31 December 2010 reflects the favourable operating cash flow which meant the company had less recourse to bank financing. 18) Trade payables These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). Trade payables were mainly to Italian suppliers and attributable to the purchase of services necessary for running the exhibitions, which is the typical business activity of the Company. 19) Pre-payments These totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and were for pre-payments invoiced to clients for exhibitions and events to be held in the next financial year. The table below gives a breakdown by exhibition. The change compared to the previous financial year was due to the calendar for biennial and multiannual events:

241 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 241 PRE-PAYMENTS ( 000) 31/12/11 31/12/10 31/12/10 pro-forma MACEF PRIMAVERA - CHIBI&CART 17,756 8,045 18,701 MOSTRA CONVEGNO EXPOCOMFORT 8,842 1,078 1,078 IPACK - IMA 4, SALONE INTERNAZIONALE DEL MOBILE 2,127 2,208 2,208 PLAST 1, MIDO 1,060 1,049 1,049 MICAM PRIMAVERA FESTIVITY ,556 MILANO UNICA PRIMAVERA MIFUR EUROCUCINA BIMU BIT ,172 FLUIDTRANS COMPOMAC XYLEXPO PROMOTION TRADE EXIBITION EUDISHOW MIPEL PRIMAVERA MILANO PRÊT À PORTER VENDITALIA CARTEXPO EIRE - EXPO ITALIA REAL ESTATE EUROLUCE HOST ,882 MADE EXPO SALONE UFFICIO TUTTOFOOD OTHER Total 41,462 18,922 33,283 This entry included Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note ) Current provisions for risks and charges PROVISIONS FOR RISKS AND CHARGES ( 000) 31/12/10 Effect of Provisions Uses Reclassification 31/12/11 non-recurring transactions Provisions for charges for Palazzo Italia 1,642-1,379 1,346 1,825 3,500 Berlin project Other provisions for risks and charges 2, ,791 4, ,645 Total 4, ,170 5,930 2,569 6,145

242 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 242 These totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and referred for: - Euro million (Euro million at 31 December 2010; unchanged pro-forma at 31 December 2010) to the current portion of the provision for the Palazzo Italia project in Berlin. The fund, which in the previous financial year was Euro million of which Euro million recognised in non-current provisions for risks and charges, was used in the 2011 financial year for Euro million and it was increased by Euro million. This figure represents an estimate of the current exposure. - Euro million (Euro million at 31 December 2010; million pro-forma at 31 December 2010) to other risks relating to disputes with employees and to the corporate reorganisation. 21) Current tax liabilities TAX LIABILITIES ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Income tax (IRPEF) payable for permanent employees Taxes payable for the financial year Income tax (IRPEF) payable for occasional employees and long-term contractors Other tax liabilities Total 2, ,018 These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). The increase was for tax liabilities for the financial year under review. 22) Other current liabilities OTHER CURRENT LIABILITIES ( 000) 31/12/11 31/12/10 31/12/10 pro-forma Trade payables to subsidiaries 4,643 3,962 4,540 Other payables to the controlling shareholder Payables to controlling shareholder for tax consolidation Payables to subsidiaries for tax consolidation Payables to controlling shareholder for Group VAT 1, Payables to pension and social security entities 1,866 1,517 1,822 Payables to directors and statutory auditors Payables to employees 6,195 2,282 2,618 Payables to exhibition organisers and others 8,786 3,019 3,142 Earn-out for acquisition of Hannover Milano Global Germany GmbH Earn-out for acquisition of Edizioni Specializzate SpA - 1,492 1,492 Completion price for acquisition of Fiere & Mostre business division Accrued liabilities Deferred charges to controlling shareholder Deferred charges to subsidiaries Total 25,796 14,432 15,414

243 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 243 These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). The main changes were: - higher payables of Euro million to the controlling shareholder for Group VAT payments; - higher payables to employees of Euro million for higher provisions for variable remuneration linked to the attainment of targets; - higher payables of Euro due to the cash received on behalf of the organisers of exhibitions; - lower payables of Euro resulting from payment of the earn out for the acquisition of Edizioni Specializzate SpA. The entry included Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37. FINANCIAL ASSETS AND LIABILITIES At 31 December 2011 the Company had net debt of Euro million (net debt of Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010), as shown in the table below. The part referring to a related-party transaction, if recurring, is shown for each entry. NET FINANCIAL POSITION ( 000) 31/12/11 31/12/10 31/12/10 pro-forma A. Cash (including bank balances) 3,601 3,449 3,526 B. Other cash equivalents C. Securities held for trading D. Cash and cash equivalents (A+B+C) 3,601 3,449 3,526 E. Current financial assets 6,386 11,401 6,641 - E.1 of which current financial receivables from the controlling shareholder 3,256 3,905 3,905 - E.2 of which current financial receivables from the subsidiaries 2,747 7,496 2,736 - E.3 of which current financial receivables from joint ventures F. Current bank borrowings 53, , ,194 G. Current portion of non-current debt 4, H. Other current financial liabilities H.1 of which current financial payables to the controlling shareholder I. Current financial debt (F+G+H) 57, , ,194 J. Net current financial debt (cash) (I-E-D) 47,183 88,629 96,027 K. Non-current bank borrowings 14, L. Debt securities in issue M. Other non-current liabilities N. Non-current net financial debt (K+L+M) 14, Net financial debt (cash) from continuing operations (J+N) 61,183 88,629 96,027 Net financial debt (cash) from discontinued operations O. Net financial debt (cash) (J+N) 61,183 88,629 96,027

244 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 244 The lower net debt is primarily due to the operating cash flow that was mainly generated by higher payments and pre-payments for exhibitions. Also, the arrangement of a five-year financing enabled part of the current bank borrowings to be transferred to non-current bank borrowings. Additional information is given below on the financial instruments of the Company to enable a better assessment of: a) the importance of financial instruments for the statement of financial position and income statement; b) the significance and type of risks deriving from the financial instruments to which the Company was exposed during the 2011 financial year and the previous one and the relevant management procedures. Classes of financial instruments The items in the statement of financial position and the types of risk related to financial instruments at 31 December 2010 pro-forma, 31 December 2010 and 31 December 2011 are shown in the following table: RISK CLASS ( 000) Note Pro-forma Balance at Balance at Liquidity Interest Credit balance 31/12/ /12/2011 risk rate risk risk 31/12/2010 NON-CURRENT ASSETS 1) Trade and other receivables 5 13,396 13,286 13,446 X CURRENT ASSETS 2) Trade and other receivables 7 51,232 31,883 47,311 X 3) Current financial assets 9 6,641 11,401 6,386 X 4) Cash and cash equivalents 10 3,526 3,449 3,601 X NON-CURRENT LIABILITIES 5) Bank borrowings ,000 X 6) Other non-current liabilities X CURRENT LIABILITIES 7) Bank borrowings , ,479 57,170 X 8) Trade payables 18 19,805 15,365 23,467 X 9) Other current liabilities 22 15,414 14,432 25,796 X Significance of financial instruments The financial instruments and their relative significance, as regards the pro-forma statement of financial position and pro-forma income statement at 31 December 2010, the statement of financial position and income statement at 31 December 2010 and at 31 December 2011, are shown in the following tables:

245 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 245 FINANCIAL ASSETS AND LIABILITIES SHOWN IN THE ACCOUNTS ( 000) Assets at fair value (a) Liabilities Pro-forma through Investments at Effect on balance profit and Loans and held to amortised Fair income Note 31/12/2010 loss receivables maturity cost value statement NON-CURRENT ASSETS 1) Trade and other receivables 5 13,396-13, , CURRENT ASSETS 2) Trade and other receivables 7 51,232-51, , ) Current financial assets 9 6,641-6, , ) Cash and cash equivalents 10 3,526-3, , NON-CURRENT LIABILITIES 5) Bank borrowings ) Other non-current liabilities CURRENT LIABILITIES 7) Bank borrowings , , ,194-1,575 8) Trade payables 18 19, ,805 19,805-9) Other current liabilities 22 15, ,098 15,414 - (a) Fair value set at the time of the recording date FINANCIAL ASSETS AND LIABILITIES SHOWN IN THE ACCOUNTS ( 000) Assets at fair value (a) Liabilities through Investments at Effect on FY profit and Loans and held to amortised Fair income Note 31/12/2010 loss receivables maturity cost value statement NON-CURRENT ASSETS 1) Trade and other receivables 5 13,286-13, , CURRENT ASSETS 2) Trade and other receivables 7 31,883-31, , ) Current financial assets 9 11,401-11, , ) Cash and cash equivalents 10 3,449-3, , NON-CURRENT LIABILITIES 5) Bank borrowings ) Other non-current liabilities CURRENT LIABILITIES 7) Bank borrowings , , ,479-1,556 8) Trade payables 18 15, ,365 15,365-9) Other current liabilities 22 14, ,117 14,432 - (a) Fair value set at the time of the recording date

246 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 246 FINANCIAL ASSETS AND LIABILITIES SHOWN IN THE ACCOUNTS ( 000) Assets at fair Investvalue (a) ments Liabilities through Loans and held to at Effect on FY profit and receiva- maturity amortised Fair income Note 31/12/2011 loss bles cost value statement NON-CURRENT ASSETS 1) Trade and other receivables 5 13,446-13, , CURRENT ASSETS 2) Trade and other receivables 7 47,311-47, ,311-1,911 3) Current financial assets 9 6,386-6, , ) Cash & cash equivalents 10 3,601-3, , NON-CURRENT LIABILITIES 5) Bank borrowings 12 14, ,000 14, ) Other non-current liabilities CURRENT LIABILITIES 7) Bank borrowings 17 57, ,170 57,170-2,068 8) Trade payables 18 23, ,467 23,467-9) Other current liabilities 22 25, ,606 25,796 - (a) Fair value set at the time of the recording date As shown in the above tables, the carrying value of financial assets and liabilities is a reasonable approximation of their fair value; most of the financial instruments are current investments and borrowings and where noncurrent instruments have been used these have not been subject to significant ancillary charges. Financial risk management The Company has a favourable cash management cycle due to its business, which is the rental of exhibition space to organisers and administrative and cash management services, receiving on behalf of the organisers everything that the exhibitors pay the organiser. After receiving the cash, Fiera Milano SpA, depending on the contractual agreements, retrocedes to the organiser what is its due and keeps the payment for the space rented out in the exhibition venues. The suppliers of goods and services are paid using normal payment conditions. This system allows the Company to receive in advance the sums it is due and thereby generate negative working capital, which, in turn, gives a cash surplus. The Company is exposed to the following different types of risk: Credit risk The credit risk pertaining to the cash management cycle is considered to be negligible. Fiera Milano SpA hosts and organises exhibitions that are leaders in their sector and, therefore, the loyalty of exhibitors is high. The current system means that all receipts from exhibitors flow into the Fiera Milano SpA accounts and it is Fiera Milano SpA that retrocedes to its clients/organisers the amounts due them. Three different categories of credit risk have been indentified: organisers, exhibitors and other receivables.

247 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 247 The first category is the exhibition organisers; the receivables included in this category are considered to be the lowest risk as Company manages the cash flows of all the exhibitions at the two sites. The provisions for doubtful receivables are minimal in comparison to the amounts received and have mainly been made because the current credit environment appears to indicate that their recovery will not prove easy. The second risk category is the exhibitors; the receivables from this category are considered medium risk as exhibitors normally have to make payment before the end of the exhibition. The third risk category is other receivables, which mainly comprises exhibition-related activities (stand-fitting, congresses, promotions, internet services) and activities that are not exhibition-related (sponsorship, advertising, etc.). These receivables are payable under normal payment conditions. The categories of credit risk and figures for any overdue receivables are given for 31 December 2010 and proforma for the same period, as well as at 31 December 2011, in the table below: CLASSES OF CREDIT RISK ( 000) Pro-forma Breakdown of late payments (days) balance 31/12/2010 Class Receivables Due Overdue More Provisions Organisers 4,852 1,559 3,293 2, Exhibitors 25,493 18,407 9,918 2, ,380 2,832 Other 16,284 13,732 3,668 1, ,315 1,116 Total 46,629 33,698 16,879 5,963 1,275 1,278 8,363 3,948 CLASSES OF CREDIT RISK ( 000) Balance Breakdown of late payments (days) 31/12/2010 Class Receivables Due Overdue More Provisions Organisers 11,098 7,805 3,293 2, Exhibitors 2, , , Other 15,045 12,550 3,611 1, ,258 1,116 Total 28,279 20,810 9,255 4,611 1, ,960 1,786 CLASSES OF CREDIT RISK ( 000) Balance Breakdown of late payments (days) 31/12/2011 Class Receivables Due Overdue More Provisions Organisers 5,519 1,556 5,114 2, ,927 1,152 Exhibitors 21,370 15,992 7,444 2, ,224 2,066 Other 17,058 12,811 6,056 3, ,509 1,808 Total 43,947 30,359 18,614 9,157 1, ,660 5,026

248 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 248 The provision for doubtful receivables is based on presumed recoverability, using both internal assessments and those of external legal consultants. Changes in this provision at 31 December 2010 and 31 December 2011, broken down by credit risk category, are shown in the following table: PROVISION FOR DOUBTFUL ACCOUNTS ( 000) Balance at Balance at 31/12/ /12/2010 Class Allowances Provisions Utilised Allowances Exhibitors Other 1, ,116 Total 1, ,786 PROVISION FOR DOUBTFUL ACCOUNTS ( 000) Balance at 31/12/2010 Effect of Provisions Utilised Balance at 31/12/2011 Class Allowances non-recurring Allowances transactions Organisers - - 1,152-1,152 Exhibitors 670 2, ,066 Other 1, ,808 Total 1,786 2,162 1, ,026 Liquidity risk The Company believes it has adequate credit lines of various types in place. Given the overall situation, Fiera Milano SpA favours the flexibility that comes from credit lines for short-term use as these also offer the chance of more favourable interest rates. During the financial period under review, the Company signed a five-year financing which enabled it to transfer part of current bank borrowings to non-current bank borrowings. The tables below give the breakdown of financial liabilities and their length and outstanding interest payable to maturity pro-forma for 31 December 2010, at 31 December 2010 and at 31 December FINANCIAL LIABILITIES ( 000) Pro-forma Balance at >5 31/12/2010 mths mths mths mths mths years years years Current bank payables 106, ,194 Current interest payable 216 Trade payables 19,805 19,805 Total 125, , FINANCIAL LIABILITIES ( 000) Balance at >5 31/12/2010 mths mths mths mths mths years years years Current bank payables 103, ,479 Current interest payable 216 Trade payables 15,365 15,365 Total 118, ,

249 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 249 FINANCIAL LIABILITIES ( 000) Balance at >5 31/12/2011 mths mths mths mths mths years years years Current bank payables 57,170 54,170 1,000 2,000 Current interest payable Non-current bank borrowings 14,000 2,000 2,000 4,000 6,000 Non-current interest payable Trade payables 23,467 23,467 Total 94,637 77,974 1,121 2,223 2,189 2,162 4,241 6,156 - Market risk The policy of Fiera Milano SpA is not to use hedging instruments in order to minimise market risk. a) Interest rate risk The financing of Fiera Milano SpA is totally or partially repayable at any given moment without the payment of penalties. The financial strength of the Company means that it has access to credit lines at competitive rates and is able to manage interest rate fluctuations. Moreover, the Company constantly monitors market conditions so as to intervene promptly should conditions change. As regards the breakdown of current bank borrowings, reference should be made to Notes 12 and 17 of the present Explanatory and Supplementary Notes to the Financial Statements. The table below gives an interest rate sensitivity analysis that shows the effect on the statement of financial position and income statement of a +0.5% and -0.5% change in interest rates. ANALYSIS OF SENSITIVITY TO INTEREST-RATE RISK ( 000) Pro-forma Value at Balance* Income 31/12/10 (debt) (expense) Rate 0.5% -0.5% Current accounts 3,452 10, % 97 - Short term financial receivables from subsidiaries 2,736 2, % Correspondence account 3,905 5, % Short term financial liabilities -101,098-88,241-1, % -1,964-1,082 Current and non-current bank borrowings -5,096-5, % *average for the financial year ANALYSIS OF SENSITIVITY TO INTEREST-RATE RISK ( 000) Value at Balance* Income 31/12/10 (debt) (expense) Rate 0.5% -0.5% Current accounts 3,382 9, % 92 - Short term financial receivables from subsidiaries 7,496 7, % Correspondence account 3,905 5, % Short term financial liabilities -101,098-88,241-1, % -1,964-1,802 Current and non-current bank borrowings -2,381-2, % *average for the financial year

250 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 250 ANALYSIS OF SENSITIVITY TO INTEREST-RATE RISK ( 000) Value at Balance* Income 31/12/11 (debt) (expense) Rate 0.5% -0.5% Current accounts 3,506 8, % Short term financial receivables from subsidiaries 3,130 2, % Correspondence account 3,256 3, % Short term financial liabilities -45,057-75,603-1, % -2,328-1,572 Current and non-current bank borrowings -26,113-16, % *average for the financial year b) Exchange rate risk This remained relatively insignificant as, in the financial year to 31 December 2011, the Company continued to be active mainly on the domestic market and had no bank borrowings in foreign currencies. The Company reserves the right to use adequate hedging instruments should such a risk become significant. c) Risk of changes in raw material prices Fiera Milano SpA has limited exposure to the risk of changes in raw material prices. The Company normally has more than one supplier for any material considered critical and in some cases has long-term contracts that ensure lower price volatility. Disclosure on guarantees given, undertakings and other potential liabilities Guarantees given This entry was Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: - Euro million for a guarantee given to Banca Popolare di Lodi on behalf of the subsidiaries Fiera Milano Media SpA and Nolostand SpA to cover bank guarantees given by the bank; - Euro million for a guarantee given to the Milan Revenue Agency to cover repayments resulting from the Group VAT consolidation; - Euro million for other guarantees. Potential liabilities Following a partial tax investigation for the tax year to 31 December 2006, as part of the Tax Authority investigations in 2009 of large tax contributors Fiera Milano SpA was notified on 18 and 20 October 2011 of some administrative tax violations. Fiera Milano SpA has already made known to the relevant bodies that it considers these to be without legal basis and erroneous in fact: however, the maximum amount payable would be Euro million.

251 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 251 INCOME STATEMENT REVENUES 23) Revenues from sales and services These totalled Euro million (Euro million at 31 December 2010; Euro million proforma at 31 December 2010). The breakdown of revenues was the following: REVENUES FROM SALES AND SERVICES ( 000) pro-forma Rent of space to exhibitors 75,543-55,959 Facility fee for use of exhibition centre 66,448 96,556 73,378 Rentals of stands, fittings, and equipment 21,939 23,315 20,445 Catering and canteen services 19,611 1,979 1,979 Advertising space and services 5,554 6,500 5,928 Exhibition site services 5,544 6,062 5,362 Miscellaneous fees and royalties 4,205 8,947 3,532 Supplementary exhibition services 2,421 2,385 2,095 Exhibition insurance services 2,365 2,284 2,273 Access surveillance and customer care services 1,768 2,905 2,085 Facility fees for use of conference centre 1,630 1,481 1,501 Ticket sales 1,602-1,161 Services from exhibition organisation 1,152 1,802 2,228 Telephone and internet services Revenues from publishing products Administrative services Other Total 212, , ,550 The increase in revenues was mainly attributable to the different exhibition calendar. In 2011 the directly organised biennial exhibitions, Host and Tuttofood, held in uneven numbered years had a greater impact on revenues than the biennial exhibitions held in 2010, an even numbered year, of which the largest was Mostra Convegno Expocomfort. This resulted in an increase in rents from exhibitor areas to the directly organised exhibitions from both the biennial exhibitions falling in uneven numbered years and the annual exhibitions, particularly Macef due to the show-workshop section on living (Macef-AbitaMi), and Made Expo. The absence of the biennial exhibitions falling in even-numbered years, which in 2010 were mainly hosted and not directly organised (the main one being Mostra Convegno Expocomfort), were evident in the decrease in the entry for rentals of stands, fittings and equipment. The Euro million increase in catering and canteen services was due to the resolution from 1 January

252 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT of the lease contract for the catering business division of Fiera Food System SpA, which resulted in the revenues being generated directly by Fiera Milano SpA. There was also an effect on revenues from the marketing activities for exhibitions for which the majority shareholder, Fondazione Fiera Milano, made a payment under the agreement for the anticrisis initiatives, as described in the paragraph on other income. The entry included Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37. The business was almost entirely concentrated on the domestic market. OPERATING COSTS 24) Costs of materials These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). The breakdown was as follows: COST OF MATERIALS ( 000) pro-forma Printed materials, forms and stationery Subsidiary materials and consumables Total The entry included Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note ) Costs for services These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). The breakdown was as follows:

253 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 253 COST OF SERVICES ( 000) pro-forma Stands and equipment for exhibitions 28,758 22,268 25,769 Catering 14, Energy costs 7,444 7,023 7,085 Technical, legal, commercial and administrative services 7,338 4,213 6,968 Collateral events connected to exhibitions 5,378 2,922 4,381 Security and gate services 5,277 6,161 6,167 Maintenance 5,275 6,609 6,651 IT services 4,807 3,745 4,921 Advertising 4,436 2,465 4,415 Cleaning and waste disposal 4,361 4,706 4,779 Insurance 3,131 3,028 3,262 Other professional and collaborative services 2,985 2,249 3,509 Technical assistance and ancillary services 2,097 2,639 2,742 Telephone and internet expenses 1,473 1,110 1,387 Transport 1, ,232 Ticketing Conference and congress services Remuneration of statutory auditors Change in suspended costs for future exhibitions 1,533 1,049 1,382 Other 6,934 4,374 6,572 Total 107,892 76,097 92,118 Costs for services are mainly composed of costs for managing the congress and exhibition sites during the setting up, running and dismantling of exhibitions and congresses. The Euro million increase in costs for catering services was due to the resolution from 1 January 2011 of the lease contract for the catering business division of Fiera Food System SpA which resulted in the costs being charged directly to Fiera Milano SpA. The entry for maintenance decreased primarily as a result of the renegotiation of the contract for maintenance and management of plant, which was awarded to a different entity from the second half of Costs for promotional activity for foreign exhibitions and for the Group internationalisation projects received a contribution from the controlling shareholder Fondazione Fiera Milano as part of the agreement on anti-crisis initiatives, as described in the paragraph on other income. This entry included Euro million (Euro million at 31 December 2010; Euro million proforma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37.

254 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT ) Cost of use of third-party assets These totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: COST OF USE OF THIRD-PARTY ASSETS ( 000) pro-forma Rent and expenses for exhibition sites 52,765 51,508 51,367 Other rental expenses 1,992 1,800 2,436 Vehicle hire Office equipment and photocopy hire Total 55,356 53,818 54,478 The entry for rent and expenses for exhibition sites included the rent payable to the controlling shareholder Fondazione Fiera Milano of Euro million, whilst other rental expenses included Euro million for the rental agreement on the Palazzo Italia in Berlin. The change was mainly due to the increase in the rent payable for the exhibition site at Rho following the increase in the overall investment due to the payment of incremental works. The entry included Euro million (Euro million at 31 December 2010; Euro million proforma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note ) Personnel expenses These totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: PERSONNEL EXPENSES ( 000) pro-forma Salaries 23,783 19,399 22,655 Social Security payments 7,674 6,009 7,088 Redundancy incentives 2, Defined contribution plans charges 1,529 1,374 1,610 Directors remuneration External and temporary employees Seconded employees from subsidiares Defined benefit plans charges Other expenses Total 37,657 29,581 33,695

255 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 255 The increase in redundancy incentives was mainly attributable to corporate reorganisation costs. The amount included Euro million (Euro million at 31 December 2010; Euro million proforma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note 37. The breakdown of the average number of employees (including those that are part of the Exceptional Temporary Lay-Off Scheme) was as follows: BREAKDOWN OF PERSONNEL BY CATEGORY pro-forma Managers Middle managers and white collar workers Total Employee benefits Stock option plans Fiera Milano SpA has had stock option plans in the past aimed at motivating and retaining Group executives. At the accounting date of these Financial Statements, no stock option plan existed. 28) Other operating expenses These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: OTHER OPERATING EXPENSES ( 000) pro-forma Other tax expenses 3,173 3,092 3,171 Bad debts Association fees Subscriptions Other expenses Total 5,352 3,894 5,008 Euro million of this entry was for payments to resolve some existing contracts with suppliers and consultants.

256 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 256 It also included Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note ) Other income This was Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: OTHER INCOME ( 000) pro-forma Share of contributions to anticrisis intiatives 10,235 12,389 13,300 Other recovered costs 2,201 2,453 1,751 Office rent and expenses 1, Recovery of expenses for seconded employees 456 1, Insurance indemnities Capital gains on non-current assets Other income Total 14,913 18,421 16,921 Non-recurring income from Fondazione Fiera Milano as its financial contribution to the anti-crisis initiatives implemented by Fiera Milano SpA totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). The reduction in this entry was primarily due to the lower amount received from Fondazione Fiera Milano as its financial contribution to the anti-crisis initiatives, which was partly compensated by income from centralised services provided to the subsidiaries. The entry included Euro million (Euro million at 31 December 2010; Euro million proforma at 31 December 2010) for related-party transactions. Further details on related-party transactions are given in Note ) Depreciation of property, plant and equipment This totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). Details of depreciation are given in the Explanatory Notes to the Accounts under the entry for property, plant and machinery.

257 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments ) Amortisation of intangible assets This was Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). Details of amortisation are given in the Explanatory Notes to the Accounts under Other intangible assets. 32) Adjustments to value of assets This entry was zero (zero also at 31 December 2010; Euro million pro-forma at 31 December 2010). 33) Provision for doubtful receivables and other provisions These were Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: ALLOWANCE FOR DOUBTFUL ACCOUNTS AND OTHER PROVISIONS ( 000) pro-forma Write-down of doubtful accounts 1, provisions 1, utilisation Palazzo Italia project provisions 1,281 2,225 2,225 utilisation -1,346-1,867-1,867 Disputes with personnel provisions utilisation ,075 Personnel reorganisation -83 1,723 1,723 provisions 3,163 1,723 1,723 utilisation -3, Other disputes -1, provisions ,110 utilisation -1, ,120 Total ,850 1,056 A more detailed analysis of provisions for risks in the financial year under review is given above in Notes 13 and 20 to the statement of financial position.

258 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT ) Financial income and similar This was Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: FINANCIAL INCOME AND SIMILAR ( 000) pro-forma Dividends from subsidiaries 3,215 2,757 2,757 Income from calculation of net present value of defined benefit plans Interest income from cautionary deposits for rent of the exhibition sites from controlling shareholder Interest income on bank accounts Interest income on financing granted to subsidiaries Interest income on the correspondence account with the controlling shareholder Exchange rate gains Interest income on financing to joint venture companies Interest income from cautionary deposits for rent of Palazzo Italia - Berlin Other financial income Total 4,099 3,094 3,075 This entry included Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) of related-party transactions. Further details are given in Note 37 on related-party transactions. 35) Financial expenses and similar These totalled Euro million (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010) and the breakdown was as follows: FINANCIAL EXPENSES AND SIMILAR ( 000) pro-forma Interest payable on bank accounts 2,423 1,556 1,575 Expenses from calculation of net present value of defined benefit plans Exchange rate losses Other financial expenses Total 2,931 2,101 2,223 Other financial expenses were mainly due to the net present calculation of non-current payables for adjustments to the acquisition consideration of investments.

259 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments ) Income tax Income tax payable for the year was Euro million (a positive figure of Euro million at 31 December 2010; and a positive figure of Euro million pro-forma at 31 December 2010) and mainly reflects the IRAP tax charge. There was also an impact from the write-back of taxes pre-paid in prior financial years against tax losses carried forward and from provisions for risks and charges deductible at the time of utilisation. The breakdown was as follows: INCOME TAX ( 000) pro-forma Current income tax 1, Deferred income tax 3,665-1,628-4,029 Total 5,220-1,114-3,367 The breakdown of current taxes at 31 December 2011 was as follows: CURRENT INCOME TAX ( 000) Change Current income tax - IRAP 1, Current income tax - IRES Income/expenses from tax consolidation Total 1, Since 2007, as the consolidating entity, Fiera Milano SpA, and all the Italian subsidiaries, the consolidated companies, opted for the Italian tax consolidation method for payment of IRES, which was renewed in 2010 (the option lasts for three financial years). In the 2004/2005 financial year, Fiera Milano SpA and some of its subsidiaries opted to be part of the tax consolidation of the majority shareholder Fondazione Fiera Milano but, following the change in the year-end accounting date of Fiera Milano SpA and all its subsidiaries, the requirement for the financial year to agree with that of the consolidating entity meant that participation in this tax consolidation ceased. Nevertheless, contractual obligations continue to exist with Fondazione Fiera Milano which, are referred to in the Note to the entry for the tax consolidation reserve. The current IRES tax charge was the amount of tax payable by Fiera Milano SpA which was not offset by tax losses carried forward in compliance with legal requirements. The income from the tax consolidation was the result of offsetting the tax of some consolidated companies with the tax losses carried forward of Fiera Milano SpA.

260 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 260 Deferred taxes in the financial year under review were Euro million and represent the balance of deferred tax assets (Euro million) and deferred tax liabilities (Euro million). At 31 December 2011, deferred tax liabilities were mainly tax amortisation of goodwill whilst deferred tax assets reflected the recognition in the income statement of the use of tax losses carried forward against tax payable for the financial period, net of provisions for risks and charges the tax deductibility of which will be recognised in future financial periods. The breakdown of deferred tax assets and deferred tax liabilities was as follows: DEFERRED INCOME TAXES ( 000) Recognised in the income statement 31/12/10 Effect of Provision Use of 31/12/11 non-recurring provision transactions Deferred tax assets Excess amortisation, depreciation and write-down Provisions for risks and charges 2,269 1,224 1,476-1,965 3,004 Tax losses carried forward 2,197 4, ,113 3,998 Other temporary differences Total 4,966 6,865 2,314-6,145 8,000 Deferred tax liabilities Goodwill and other amortisation 4,977 4,589 1,146-1,340 9,372 Other temporary differences Total 5,203 4,466 1,191-1,357 9,503 Net deferred taxes 236-2,399-1,123 4,788 1,503 of which: tax assets for deferred taxes 4,966 8,000 deferred tax liabilities 5,203 9,503 The breakdown of total theoretical deferred taxes relating to tax losses carried forward was: - Pre-paid taxes on losses prior to the tax consolidation of Euro million; Euro million recognised in the statement of financial position; - Pre-paid taxes on losses in the tax consolidation of Euro million; Euro million recognised in the statement of financial position. RECONCILIATION OF THEORETICAL AND EFFECTIVE CORPORATION TAX CHARGE (IRES) ( 000) Profit/(loss) before income tax 14,069 Percentage applicable for corporation income tax (IRES) 27.5% Theoretical IRES tax charge (corporation income tax) 3,869 Difference between theoretical and effective tax charges: - Non-deductible operating expenses Shares of dividends not subject to tax Tax subject to separate treatment 78 - Effect of tax consolidation -9 Effective IRES tax charge 3,541

261 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 261 RECONCILIATION OF THEORETICAL AND EFFECTIVE CORPORATION TAX CHARGE (IRAP) ( 000) Net operating result (EBIT) 12,902 Personnel expenses 37,657 Taxable base for purposes of IRAP 50,559 Statutory rate applicable for corporation income tax (IRAP) 3.9% Theoretical IRAP tax charge (corporation income tax) 1,972 Difference between theoretical and effective tax charges: - Effect of tax wedge Other 93 Effective IRAP tax charge 1,679 The income tax figure included a positive figure of Euro million (positive for Euro million at 31 December 2010; unchanged on the pro-forma figure for 31 December 2010) for related-party transactions. Further details are given in Note 37 on related-party transactions. NET PROFIT OR LOSS FOR THE PERIOD At 31 December 2011, the net profit was Euro million, compared to Euro million at 31 December 2010 and Euro million pro-forma at 31 December ) Related-party transactions As part of its corporate governance, Fiera Milano SpA has adopted the Principles of conduct regarding related-party transactions as described in the Report on Corporate Governance and Ownership Structure, part of the Board of Directors Management Report. Transactions between Fiera Milano SpA and related parties were carried out at market conditions. In the statement of financial position and the statement of comprehensive income, the amounts for relatedparty positions or transactions, if material, are shown separately. Given the total amount of balance sheet and income statement items, Fiera Milano SpA has decided that Euro 2 million is the material threshold above which separate disclosure must be made in the statement of financial position and Euro 1 million is that for separate disclosure in the statement of comprehensive income. Detailed information on transactions is given below and is divided between Related-party transactions with the controlling shareholder Fondazione Fiera Milano and Related-party transactions with subsidiaries.

262 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 262 Related-party transactions with the controlling shareholder Fondazione Fiera Milano Recurring transactions are summarised below. Property lease contracts On 18 January 2003, Fiera Milano SpA signed a lease contract with Fondazione Fiera Milano for the Rho Exhibition Site. The same contract established the terms of the lease for the Downtown Site, giving the same commencement date for the Exhibition Areas of 1 January The lease contract for both Exhibition Areas is, therefore, for nine years beginning 1 January 2006 (the date on which Fiera Milano SpA took possession of the Rho Exhibition Area). The contract is automatically renewable for a further nine years unless one of the parties decides to cancel the agreement. In the event that the termination of the lease agreement is not due to default or cancellation by Fiera Milano SpA, the latter will have the right to an indemnity equal to three times the annual lease payment in force at the date of termination of the contract. The annual lease payment of the Rho Exhibition Site has been set at 6% of the investment made by Fondazione Fiera Milano for the construction of the same and is annually adjusted by an amount equal to 100% of the change in the ISTAT index for the previous year. Subsequently, the Company and its controlling shareholder Fondazione Fiera Milano reached an agreement to redefine the percentage determining the lease payment for the Rho Exhibition Site for the period 1 January June It was agreed to amend the full 6% rate by applying instead a percentage charge of 5% for the period 1 January 30 June 2006 and to increase this percentage by 0.25 percentage points over the following three years, until it reached the level of 6%, and to fix the total investment on which the lease payment is calculated at Euro 755 million. Under the same agreement there was an adjustment to the annual rent to take account of project changes and improvements agreed between the parties. Therefore, an increase results in a corresponding increase in the rent which is consistent with the figure of 6% of the overall investment made by Fondazione Fiera Milano. The annual lease payment for the Downtown Site was set at Euro million. In July 2008, as part of an exhibition space rationalisation programme, an agreement was signed between Fondazione Fiera Milano and Fiera Milano SpA for the partial release of the Downtown Site, also as part of a project to develop an international congress centre, for which Fondazione Fiera Milano incurred the related investment costs. The agreement establishes an annual lease payment, beginning 1 July 2008, of Euro million adjusted annually by an amount equal to 100% of the change in the ISTAT index for the previous year. Settlement of Group VAT By taking advantage of the facility provided by Presidential Decree (DPR) 633/72, from 1 January 2002, Fiera Milano SpA chose to follow the procedures, managed by the controlling shareholder Fondazione Fiera Milano, for settlement of Group VAT. This mechanism makes it easier to settle any tax obligations, without the Company incurring additional costs.

263 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 263 Consolidated tax treatment of the Group with the controlling shareholder Fondazione Fiera Milano In the financial year 2004/2005, Fiera Milano SpA and several of its subsidiaries opted to participate in the tax consolidation of the controlling shareholder, Fondazione Fiera Milano. Following the change in the accounting year-end of Fiera Milano SpA and all its subsidiaries, participation in this tax consolidation ceased. However, there remain certain contractual obligations to Fondazione Fiera Milano which are referred to in the Explanatory Notes to the Financial Statements. Contracts for supply of services The contract provides for the reciprocal supply between the Parent Company and Fondazione Fiera Milano of two kinds of services: i) services of a general nature, which fall within the range of activities of the entity providing them, supplied to the buyer on a continuous and systematic basis; ii) specific services, or services provided on request and relating to specific activities to be agreed from time to time between the buyer and the supplier, also on the basis of appropriate offers/estimates. The service supply contract is governed by market conditions. Licence contracts for use of the Fiera Milano brand name On 17 December 2001, Fondazione Fiera Milano, as owner of the Fiera Milano brand name granted Fiera Milano SpA an exclusive licence for the use of the said brand name in order to typify its own activities, also through its use on headed paper, on its commercial material, and to differentiate its headquarters and offices. The licence has been granted for Italy and all countries and locations where the brand name has been or will be registered or lodged. The symbolic consideration paid by Fiera Milano SpA to Fondazione Fiera Milano was Euro1.0. Fondazione Fiera Milano, having as its corporate objective the development of the exhibition sector, has maintained Fiera Milano as part of its name and not included it in the business division Exhibition Management Activity transferred to the Company in 2001, but with the expectation that Fiera Milano SpA would use the said brand name for an extended period of time and without incurring further costs for its use. It should be noted that this licence is valid until 31 December 2017, with automatic renewal for a further 15 years, unless terminated by one of the parties. Support for anticrisis initiatives and actions Fiera Milano SpA and Fondazione Fiera Milano have formalised an agreement whereby the controlling shareholder has undertaken to share in anti-crisis initiatives and actions relating in particular to the support and relaunch of exhibitions with grants, promotions and strategic support interventions, incentives for participation by exhibitors and visitors from Italy and abroad, specific marketing aimed at supporting exhibitions and, lastly, corporate restructuring measures aimed at relaunching and developing the exhibitions. Fondazione Fiera Milano set aside a maximum of Euro million for the three year period On 24 October 2011, a supplement to the agreement of Euro million was paid. Therefore the contribution from Fondazione Fiera Milano to the aforementioned initiatives was Euro million in the 2011 financial year (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010).

264 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 264 Transactions with subsidiaries Fiera Milano SpA carried out commercial transactions with subsidiaries which were governed by market conditions and were for the organisation and management of exhibitions and other events. As part of the corporate reorganisation and to achieve more efficient management of the organisational processes and strengthen the centralisation and single management of strategic services, Fiera Milano SpA provides the following services for some of its subsidiaries: - administration and finance; - planning and control; - legal affairs; - human resources management; - Information Communication Technology. Fiera Milano SpA also provides communication services to subsidiaries in order to ensure a uniform Group image. Transactions with subsidiaries are done at market conditions. Fiera Milano Media SpA, Nolostand SpA and Fiera Milano Congressi SpA have a license contract agreed with Fiera Milano SpA to use the title Fiera Milano as part of their own trademarks. These contracts last until 31 December 2013 and tacit renewal is not provided for on expiry. The agreed amount that was paid by each licensee company was Euro 100. Tax consolidation As the consolidating entity, Fiera Milano SpA and all the Italian subsidiaries, the consolidated companies, opted for the Italian tax consolidation method for payment of IRES tax. The tax consolidation procedure gives Fiera Milano SpA a definite economic and financial advantage, particularly in allowing the immediate use of its tax losses, generated in the financial years in which this option was available, to offset the profits of the consolidated companies. In this way it benefits from an immediate tax saving and from the transformation into liquid financial resources of amounts relating to IRES, that, in the absence of the tax consolidation, should otherwise have been allocated against the taxable income of certain other subsidiaries, and that remain within the Group. The legal relationships among the companies involved in the tax consolidation process are governed by a rule that imposes a uniform process for correct fulfilment of the fiscal requirements and related responsibilities by the companies involved. Nolostand SpA On 14 May 2010, Fiera Milano SpA signed an agreement with its subsidiary Nolostand SpA for the exclusive supply of stand-fitting services for the clients of the Parent Company at exhibitions, events and other initiatives in the fieramilano e fieramilanocity exhibition sites. The supply contract is valid until 31 December 2013.

265 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 265 Nolostand SpA has undertaken to pay the Parent Company for the exclusive right to provide the services, which, in the financial year under review was Euro million. Fiera Milano Media SpA In February 2006, Fiera Milano SpA signed a contract with Fiera Milano Media SpA whereby it gave exclusive rights to the subsidiary to manage the advertising on the hoardings owned by Fiera Milano SpA. Fiera Milano Media SpA pays Fiera Milano SpA 35% of its revenues generated by the sale of advertising space on the hoardings. The remaining 65% remains with the subsidiary as remuneration for the services it provides under the agreement. Financial, capital and economic transactions with related-parties are shown in the following tables.

266 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 266 FIERA MILANO SPA - BALANCE SHEET AND INCOME STATEMENT RELATED PARTY ENTRIES IN THE FINANCIAL YEAR TO 31/12/11 ( 000) Increase in Increase in Non-current Trade Cost of property, other trade and receivables Current Other Revenues from use of Other plant and intangible other and other financial Pre- current sales and Costs for Costs for 3rd-party Personnel operating Other Financial equipment assets receivables Inventories assets payments liabilities services materials services assets expenses expenses revenues income Tax Controlling shareholder: Fondazione Fiera Milano 12,784 6,634 3,256 3, ,077 52, , of which non current 6,014 10,235 Subsidiaries: Fiera Food System SpA Fiera Milano Congressi SpA 1, , Fiera Milano Media SpA , , ,377 1,196 Nolostand SpA 43 1,815 3,695 3,287 20, TL.TI Expo SpA 339 1, Cipa FM Publicações e Eventos Ltda Eurofairs International Consultoria e Participações Ltda OOO Fiera Milano Joint-ventures: Hannover Milano Fairs China Ltd Hannover Milano Fairs India Ltd 11 Hannover Milano Fairs Shangai Ltd Hannover Milano Global Germany GmbH 383 1,422 Associates: Sviluppo Sistema Fiera SpA 3 Other related parties: Corrado Minnella Total related parties ,784 11, , ,135 6, ,154 52, ,131 13,135 3, Total entries ,446 47,311 1,071 6,386 41,462 25, , ,892 55,356 37,657 5,352 14,913 4,099 5,220 Related party entries/total entries (%) 95% 25% 6% 100% 0.01% 32% 3% 2% 23% 95% 1% 21% 88% 86% -7%

267 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 267 It should be noted that the weighting on the total statement of financial position entry is not shown for the items in the first two columns as the amounts in the table refer to investments made in the financial year whilst the entries in the statement of financial position are the cumulative value at the accounting year-end. Information on the remuneration paid to the Administrative and Control Bodies, to the general directors and to the executives with strategic responsibilities in the financial year to 31 December 2011 is given in the table of the section below on other information. STATEMENT OF RELATED PARTY CASH FLOW ( 000) pro-forma Cash flow from operating activities Revenues and income 19,666 59,849 22,120 Costs and expenses -79,325-74,661-78,403 Interest receivable 3,514 3,000 2,961 Interest payable Income/expenses from tax consolidation Change in inventories Change in trade and other receivables 825 4,633 2,873 Change in supplier pre-payments Change in trade and other payables 2,292-3,471 3,088 Total -52,439-9,611-47,239 Cash flow from investing activities Investments in non-current assets Tangible and intangible Total Cash flow from financing activities Change in non-current financial (assets)/liabilities Change in current financial (assets)/liabilities 255-1,867-1,862 Total 255-1,867-1,862 Cash flow in the period -52,610-12,269-50,021 The table below shows cash flow from related party transactions: CASH FLOWS FROM RELATED PARTY TRANSACTIONS Cash flow from Cash flow from Cash flow from operating activities investing activities financing activities FY to 31/12/11: Total 39,397-8,347-30,974 Related party transactions -52, FY to 31/12/10: Total -20,314-13,748 34,408 Related party transactions -9, ,867 FY to 31/12/10 pro-forma: Total -26,389-13,846 36,734 Related party transactions -47, ,862

268 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 268 The following non-recurring items are included in the statement of related-party cash flows: - Euro million of other revenues and income (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010); - Euro million of trade and other receivables (Euro million at 31 December 2010; Euro million pro-forma at 31 December 2010). OTHER INFORMATION Non-recurring events and transactions Given the total amount of statement of financial position and income statement items, the Company has decided that Euro 2 million is the material threshold above which separate disclosure must be made. Material non-recurring transactions which took place during the financial year, reported in accordance with Consob Communication of 28 July 2006, refer to the controlling shareholder Fondazione Fiera Milano that during the financial year agreed to assume a proportion of the costs sustained by Fiera Milano Group for its anticrisis initiatives. The amount of the contribution to the activities of the financial year under review was Euro million and is shown separately under other income. The implications of these transactions on the statement of financial position and income statement are detailed in Note 37 on related-party transactions. Transactions relating to atypical and/or unusual operations In accordance with Consob Communication of 28 July 2006, it should be noted that the Company did not carry out any unusual and/or atypical operations in 2011, as defined in the aforementioned Communication. Significant events after the end of the financial period In January and February 2012, the Company proceeded with the buy-back of shares begun in the third quarter 2011, under the authorisation given at the Ordinary Shareholders Meeting of 21 April After 31 December 2011 the Company purchased 17,903 treasury shares at an average price of Euro 3.70 per share. At the date of the present Annual Report, the total number of treasury shares held was 917,398, equal to 2.18% of the share capital. On 27 January 2012, the Board of Directors of the Company approved the merger by incorporation of the 100%-controlled company, TL.TI Expo SpA into its parent company Fiera Milano SpA. This transaction followed the acquisition by the Company of the non-controlling interests in TL.TI Expo SpA, equal to 11.69% of the share capital. The acquisition which took the shareholding to 100% was finalised on 17 January 2012 for a consideration of Euro million. Information in accordance with article 149-duodecies of the Consob Listing Rules The following table shows the fees paid to the independent auditors for services rendered in the 2011 financial year.

269 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 269 FEES OF THE INDEPENDENT AUDITORS (FINANCIAL YEAR 2011) ( 000) Service provider Fees for FY 2011 Auditing PricewaterhouseCoopers 338 Other services (*) PricewaterhouseCoopers 66 Total 404 *Agreed upon procedures contracted Remuneration of the Administrative and Control bodies, executive directors and executives with strategic responsibilities for the financial year to 31 December 2011 Executives with strategic responsibilities are those that have the power and responsibility, both direct and indirect, for the planning, management and control of Group activities. The following have been identified as strategic executives: the Directors, the Statutory Auditors, the Central Director for Administration, Finance and Tax, the Manager responsible for preparing the Company accounts, the Group Commercial Director, the Central Director for Human Resources, and the Central Director for Corporate Affairs. The total remuneration paid to this category of executives for the year ended 31 December 2011 was Euro million divided as follows: REMUNERATION ( 000) 2011 Directors Statutory Auditors Other Short-term benefits ,469 Post-employment benefits Other long-term benefits Staff-leaving indemnities Notional income from stock option plans Total ,545 The residual payable of this entry was Euro million at 31 December REMUNERATION ( 000) 2010 Directors Statutory Auditors Other Short-term benefits ,131 Post-employment benefits Other long-term benefits Staff-leaving indemnities Notional income from stock option plans Total ,208 Rho (Milan), 12 March 2012 On behalf of the Board of Directors The Chairman Michele Perini

270 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 270 Attachment no. 1 LIST OF INVESTMENTS IN SUBSIDIARIES AND JOINT VENTURES IN THE FINANCIAL YEAR TO 31 DECEMBER 2011 (art. 2427, para. 1, no.5 of the Italian Civil Code) ( 000) Company name Registered Share Equity Net profit/ (loss) % Carrying Office capital Total Pro-quota Total Pro-quota held value Subsidiaries: Fiera Milano Congressi SpA Milan 2,000 4,931 4, % 12,200 Fiera Milano Media SpA Milan 2,803 4,978 4,978-1,303-1, % 29,305 Nolostand SpA Milan 7,500 7,278 7,278-1,215-1, % 13,390 TL.TI. Expo SpA Milan 1,283 1,223 1, % 3,885 Eurofairs International San Paolo 9,369 7,813 7,811-1,280-1, % 10,000 Consultoria e (Brazil) Participações Ltda Brazil ,02% ind. Fiera Milano India Pvt Ltd New Delhi % 600 OOO Fiera Milano Moscow % 261 Total 69,641 Joint Ventures: Hannover Milano Global Hannover Germany GmbH (Germany) 25 14,967 7,334 4,167 2, % 11,100 Milan International Rho Exhibitions Srl (Milan) % 24 Total 11,124 For subsidiary companies the indirect percentage held in the share capital has also been shown

271 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments 271 Attachment no. 2 SUMMARY OF KEY FIGURES OF THE LAST FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATES INCLUDED IN THE AREA OF CONSOLIDATION (Art. 2429, p. 4 of Italian Civil Code) (Amounts in Italian GAAPs) Fiera Milano Congressi SpA 31/12/11 31/12/10 Revenues from sales and services 29,034 21,591 Net profit (loss) Equity 4,931 4,866 Net financial debt/(cash) -1,006 3,093 Fiera Milano Media SpA 31/12/11 31/12/10 Revenues from sales and services 17,098 11,533 Net profit (loss) -1, Equity 4,978 3,864 Net financial debt/(cash) 2,103 1,867 Nolostand SpA 31/12/11 31/12/10 Revenues from sales and services 33,207 30,345 Net profit (loss) -1, Equity 7,278 8,493 Net financial debt/(cash) TL.TI Expo SpA 31/12/11 31/12/10 Revenues from sales and services Net profit (loss) ,064 Equity 1,223 2,121 Net financial debt/(cash) Fiera Food System SpA* 31/12/11 31/12/10 Revenues from sales and services - 18,734 Net profit (loss) Equity Net financial debt/(cash) Rassegne SpA** 31/12/11 31/12/10 Revenues from sales and services - 60,616 Net profit (loss) - 1,850 Equity - 6,698 Net financial debt/(cash) - 7,400 Business International SpA*** 31/12/11 31/12/10 Revenues from sales and services - 4,752 Net profit (loss) Equity - 1,999 Net financial debt/(cash) Expopage SpA*** 31/12/11 31/12/10 Revenues from sales and services - 5,244 Net profit (loss) Equity - 1,573 Net financial debt/(cash) *The company was liquidated on 1 January 2011 **Merged by incorporation into Fiera Milano SpA on 1 June 2011 ***Merged by incorporation into Fiera Milano Media on 1 November 2011

272 Fiera Milano SpA Explanatory and supplementary notes to financial statements and Attachments FIERA MILANO 2011 ANNUAL REPORT 272 Attachment no. 2 SUMMARY OF KEY FIGURES OF THE LAST FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATES INCLUDED IN THE AREA OF CONSOLIDATION (art. 2429, par. 4 of Italian Civil Code) (Amounts in IAS/IFRS) OOO Fiera Milano 31/12/11 31/12/10 (Amounts in roubles) Revenues from sales and services - - Net profit (loss) Equity 9,631 - Net financial debt/(cash) -9,221 - Eurofairs International Consultoria e Participaçoes Ltda 31/12/11 31/12/10 (Amounts in Brazilian reals) Revenues from sales and services - - Net profit (loss) -2, Equity 18,874 21,853 Net financial debt/(cash) -1,357-22,584 Fiera Milano India Pvt Ltd 31/12/11 31/12/10 (Amounts in rupees) Revenues from sales and services - - Net profit (loss) -15,719 - Equity 22,627 - Net financial debt/(cash) -16,546 - SUMMARY OF KEY FIGURES OF THE LAST FINANCIAL STATEMENTS OF JOINT VENTURES INCLUDED IN THE AREA OF CONSOLIDATION (art. 2429, par. 4 of Italian Civil Code) (Amounts in Italian GAAPs) Milan International Exhibitions Srl 31/12/11 31/12/10 Revenues from sales and services - - Net profit (loss) Equity 86 - Net financial debt/(cash) SUMMARY OF KEY FIGURES OF THE LAST FINANCIAL STATEMENTS OF JOINT VENTURES INCLUDED IN THE AREA OF CONSOLIDATION (art. 2429, par. 4 of Italian Civil Code) (Amounts in IAS/IFRS) Hannover Milano Global Germany GmbH 31/12/11 31/12/10 Revenues from sales and services 21,667 15,333 Net profit (loss) 4,167 2,459 Equity 14,967 12,292 Net financial debt/(cash) -13,308-11,143

273 FIERA MILANO 2011 ANNUAL REPORT Fiera Milano SpA Declaration in accordance with Art. 154-bis of Leg. Dec. No. 58/ Declaration relating to the Financial Statements in accordance with Article 154 bis paragraph 5 of Legislative Decree no. 58 of 24 February The undersigned, Enrico Pazzali, in his capacity as Chief Executive Officer, and Flaminio Oggioni, in his capacity as Manager responsible for preparing the financial statements of Fiera Milano SpA, declare, taking note of the provisions of article 154-bis, paragraphs 3 and 4, of Legislative Decree of 24 February 1998, no. 58: - the appropriateness in relation to the characteristics of the business and - the effective application of the administrative and accounting procedures for the preparation of the Financial Statements for the year to 31 December The evaluation of the adequacy of the administrative and accounting procedures for the preparation of the Financial Statements to 31 December 2010 is based on a process defined by Fiera Milano SpA, which is consistent with the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents the generally accepted international benchmark. 3. It is also declared that 3.1 the Financial Statements to 31 December 2011: - have been prepared in accordance with the applicable international accounting standards recognised by the European Community in accordance with EC Regulation no. 1606/2002 of the European Parliament and of the European Council of 19 July 2002; - correspond to the results contained in the accounting records and documents; - provide a true and correct representation of the capital, economic and financial situation of the Issuer; 3.2 the management report includes a reliable analysis of the trend and results of operations and the situation of the Issuer, together with a description of the main risks and uncertainties to which it is exposed. 12 March 2012 Signed Chief Executive Officer Enrico Pazzali Signed Manager responsible for preparing the Company s financial statements Flaminio Oggioni

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275 R E P O R T O F T H E B O A R D O F S TAT U T O R Y A U D I T O R S T O T H E S H A R E H O L D E R S ʼ M E E T I N G P U R S U A N T T O A R T I C L E O F T H E I TA L I A N C I V I L C O D E A N D A R T I C L E O F L E G I S L AT I V E D E C R E E N O. 5 8 O F 2 4 F E B R U A R Y

276 Fiera Milano SpA Report of the Board of Statutory Auditors FIERA MILANO 2011 ANNUALREPORT 276 Dear Shareholders, Pursuant to Article 153 of Legislative Decree of 24 February 1998 no. 58 ( Consolidated Finance Act ) the Statutory Board of Auditors is required to report to the meeting called to approve the Financial Statements on its auditing and supervisory duties and any reprehensible acts or omissions noted. It also has the authority to make proposals to the meeting regarding the Financial Statements, their approval and any other items within its authority. In the 2011 financial year, the Board of Statutory Auditors fulfilled the requirements under Article 2429, paragraph 2 of the Italian Civil Code, the provisions of Legislative Decree of 27 January 2010 no. 39 (Legislative Decree 39/2010), the regulations and recommendations governing listed companies issued by the National Committees of Registered Tax Advisors and of Accountants and the indications of Consob regarding corporate governance and the work of the Board of Statutory Auditors: Communication no. DAC/RM/ of 20 February 1997, Communication no. DEM/ of 6 April 2001 (of which more detail is given below), Communication no. DEM/ of 4 April 2003, Deliberation no of 5 October 2005 and Communication no. DEM/ of 7 April The present report has been prepared in accordance with enacted law governing companies listed on the stock market and also considering that the Company shares have been listed on the STAR segment of the market regulated by Borsa Italiana since 12 December During the 2011 financial year, the requirements under Article 149 of the Consolidated Finance Act have been met and enable us to report on the subjects below. The Board of Statutory Auditors acquired the information necessary for carrying out its work of general supervision both through interviewing management and the various company executives and through regular attendance at the Board of Directors meetings and at those of the other internal Committees. The Financial Statements of the Company at 31 December 2011 had net profit of Euro million compared to net profit of Euro million at 31 December The Consolidated Financial Statements had net profit of Euro million compared to net profit of Euro million at 31 December Comments on the main financial, economic and balance sheet transactions and on their compliance with law and the Company s articles of association. The Board of Statutory Auditors attended the meetings of Shareholders, the Board of Directors and, in the person of the Chairman or a person delegated by him to replace him, the internal committees of the Board and obtained from the Directors, pursuant to Article 150, paragraph 1, Legislative Decree 58/98, information on business carried out and on the main financial, economic, and balance sheet transactions of the Company or of companies under its control. With regard to these activities, the Board of Statutory Auditors considers that decisions deliberated and made complied with the law and the Company s articles of association and were not manifestly imprudent, risky, created potential conflicts of interest or differed from resolutions made at the Shareholders Meeting or were such as to compromise the integrity of the Company.

277 FIERA MILANO 2011 ANNUALREPORT Fiera Milano SpA Report of the Board of Statutory Auditors 277 The main transactions, some of which were part of the Group reorganisation and restructuring that began in previous financial periods, were as follows: - as already reported in the Financial Statement at 31 December 2010, on 27 January 2011, Eurofairs International Consultoria e Partecipações Ltda, a company in which Fiera Milano SpA has 99.98% and Nolostand SpA has the remaining 0.02%, finalised the acquisition of 75% of the share capital of CIPA FM Publicações e Eventos Ltda, a well-known exhibition company in the Brazilian market. This transaction constituted a new and important step in the internationalisation of the Fiera Milano Group business. The total transaction price was million Brazilian reals (Euro million), of which million Brazilian reals (Euro million) payable immediately. The remaining million Brazilian reals (Euro million) will be paid in three years on the attainment of gross operating targets for 2011, 2012 and The average gross operating profit expected in this period is million Brazilian reals (ca. Euro million). If the gross operating targets are not met, the residual amount to be paid will be proportionally reduced (figures in Euro are given use the exchange rate of the transaction date); - on 27 April 2011, as part of the anticrisis initiatives implemented to support the business, an agreement was signed with Fondazione Fiera Milano for a contribution to these anticrisis initiatives in the 2011 financial year. This agreement identified the use and timing of the third tranche of the support plan originally agreed in March 2009 under which Euro 40 million was provided to be paid in the three-year period ; - on 20 May 2011, the merger by incorporation of the 100% owned subsidiary Rassegne SpA into Fiera Milano SpA was finalised. The merger had legal effect from 1 June 2011 and fiscal and accounting effect from 1 January 2011; - on 26 July 2011, the business division ICT Gruppo of the subsidiary Expopage SpA, 100% owned by Fiera Milano SpA, was sold to the latter for a consideration of Euro million; - on 19 October 2011 the merger by incorporation of Business International SpA and Expopage SpA in Fiera Milano Editore SpA (subsequently renamed Fiera Milano Media SpA) was finalised. The merger had legal effect from 1 November 2011 and fiscal and accounting effect from 1 January Atypical and/or unusual transactions, including intragroup and related-party transactions: 2.1 with related parties or which could have a material impact on the economic, financial situation or on the statement of financial position; 2.2 with third parties or with group companies: In 2011, the Board of Statutory Auditors was not aware of and received no information of any atypical or unusual transactions, as defined in Consob Communication of 28 July 2006, among Group companies, with third-parties or with related parties. 2.3 Ordinary intragroup or related-party transactions: As regards intragroup and related-party transactions, as described by the Directors in the Explanatory and Supplementary Notes to the Financial Statements there are recurring transactions of a commercial, administrative and financial nature, which include the service agreements between the Company, the

278 Fiera Milano SpA Report of the Board of Statutory Auditors FIERA MILANO 2011 ANNUALREPORT 278 controlling shareholder and the subsidiaries. The Directors state that these transactions were done at market conditions with a view to increasing efficiency in the management and organisation of events and to optimise the use of resources and professional competences while creating a uniform Group image. As part of the corporate restructuring aimed at improved efficiency of the organisational processes and strengthening the centralisation and single management of strategic services, the Company offers the following services to some subsidiaries: - administration, finance; - planning and control; - legal; - personnel; - Information Communication Technology. In this regard, no conflicts of interest or transactions that could be considered manifestly imprudent or risky, or that contravened decisions taken at the Shareholders Meeting, or such as to cause damage to the economic and financial situation or to the equity of the Company or the Group were reported or found. Whilst passing no judgement on the executive decisions of the Directors, to the knowledge of the Board of Statutory Auditors, any transactions carried out were based on rational economic criteria. It should be noted that the Company adopted the Procedure for related-party transactions (henceforth the Procedure ) pursuant to Article 4 of Consob Regulations adopted by Consob with deliberation no of 12 March 2010 and subsequent additions and amendments. The Procedure identifies rules and regulations aimed at guaranteeing the transparency and substantial correctness of procedures for related-party transactions carried out directly by Fiera Milano SpA or through subsidiaries and, from 1 January 2011, annuls and replaces the previous procedures for related-party transactions adopted on 26 March The Board of Statutory Auditors checked that the Procedure complied with the principles of Consob Rule no of 12 March 2010 and the observance of the Procedure itself. 3. Assessment of the adequacy of the information given in the Board of Directors Management Report with regard to atypical and/or unusual transactions, including intragroup and related-party transactions. In accordance with law, the Board of Directors gave the Board of Statutory Auditors the interim financial report at 30 June 2011 and published it as required by Consob rules and also complied with the legal requirements for the quarterly reports. The Board of Statutory Auditors, given the structure and size of the Company and of the Group, believes that the information given by the Directors in the financial statements for the 2011 financial year for intragroup and related-party transactions is both exhaustive and complete.

279 FIERA MILANO 2011 ANNUALREPORT Fiera Milano SpA Report of the Board of Statutory Auditors Comments and proposals on remarks and comments made in the independent auditors report. The auditors, PricewaterhouseCoopers SpA, with whom the Board of Statutory Auditors met periodically during the 2011 financial year, published their reports today on the Financial Statements and the Consolidated Financial Statements to 31 December 2011 for the Company and for the Group; these have been prepared in accordance with Articles 14 and 16 of Legislative Decree 39/2010, and contain no criticisms or reservations. Both reports mention the existence of material related-party transactions. The aforementioned reports include the opinion that the contents of the Board of Directors Management Report, prepared in accordance with Article 14, paragraph 2, letter e) of Legislative Decree 39/2010, and the information given under Article 123-bis, paragraph 4 of the Consolidated Finance Act and contained in the Report on Corporate Governance and Ownership Structure were consistent with the Financial Statements of the Company and the Consolidated Financial Statements of the Group. 5. Indications of any denunciations pursuant to Article 2408 of the Italian Civil Code, of any initiatives taken and any related outcomes. The Board of Statutory Auditors has not been apprised of any petitions filed under Article 2408 of the Italian Civil Code. 6. Indications of any petitions filed and of any initiatives taken and any outcomes. The Board of Statutory Auditors has not been apprised of any petitions filed, initiatives taken or the outcome of any such initiatives of which the Shareholders Meeting should be aware. 7. Indication of any additional assignments given the independent auditors and the related costs. During the financial year ended 31 December 2011, the Company incurred costs for fees relating to additional duties assigned to PricewaterhouseCoopers SpA for agreed upon procedures for a total of Euro million. 8. Indication of any assignments given to entities linked to the independent auditors through ongoing business contacts, and their relative costs. During the financial year ended 31 December 2011, the Company incurred no costs for fees relating to work assigned to entities linked to the auditors PricewaterhouseCoopers SpA. In accordance with Article 17, paragraph 9, letter a) of Legislative Decree 39/2010, the audit company confirmed to the Board of Statutory Auditors its independence and communicated any other than the legal audit rendered to the Company by the audit company and by entities that are part of its network in the financial year to 31 December The Board of Statutory Auditors, in accordance with Article 17, paragraph 9, letter b) of Legislative Decree 39/2010, discussed with the audit company any risks relating to the latter s independence and the measures taken to limit such risks.

280 Fiera Milano SpA Report of the Board of Statutory Auditors FIERA MILANO 2011 ANNUALREPORT 280 Taking into account the above and the information in the preceding section, given the type and scope of the services provided and of the regulatory and professional requisites governing the auditing of accounts, we believe that PricewaterhouseCoopers SpA maintained an independent and objective position with regard to Fiera Milano SpA and the Fiera Milano Group in the financial year to 31 December Indication of the existence of opinions given in accordance with law during the financial year. During the financial year ended 31 December 2011, the Board of Statutory Auditors gave no opinion under enacted law. 10. Indication of the frequency and number of meetings of the Board of Directors and of the Board of Statutory Auditors. During the financial year, the Board of Directors met eleven times and the Board of Statutory Auditors was always present. The Board of Statutory Auditors was present at the Shareholders Meeting of 21 April The Board of Statutory Auditors met twelve times and the Chairman of the Board of Statutory Auditors, either in person or through a person delegated by him, attended all six meetings of the Internal Audit Committee and all six meetings of the Remuneration Committee as requested. 11. Comments on the observance of the principles of good administration. The Board of Statutory Auditors monitored and supervised the observance of the principles of good administration falling within its competence and has no comments in this respect. This activity was carried out through interviews, information gathering from executives responsible for running and managing the Company, meetings with the Head of Internal Audit, with the Internal Audit Committee and with the Manager responsible for preparing the Company Accounts, as required by Article 154-bis of the Consolidated Finance Act, and with the independent auditors. Specifically, regarding the decision-making process of the Board of Directors, the Board of Statutory Auditors monitored, also through its presence at meetings of the Board of Directors, that executive decisions taken by the Directors complied with the law and the Company s articles of association. 12. Comments on the adequacy of the organisational structure. The organisational structure of the Company appears to be adequate for its size, complexity and importance. 13. Comments on the adequacy of the internal audit process and, in particular, on the activities of those involved in the internal audit and notification of any corrective measures taken and/or to be taken. The Board of Statutory Auditors has assessed and monitored the adequacy of the internal audit process, its compliance with the principles of diligence and correct administrative conduct, through regular meetings with management and with the Head of Internal Audit, the Manager responsible for preparing the Company accounts, analysis of company documents, information acquired from the independent auditors, from the presence of the Chairman, or a person delegated by him, and at meetings of the Internal Control Committee,

281 FIERA MILANO 2011 ANNUALREPORT Fiera Milano SpA Report of the Board of Statutory Auditors 281 which also permitted the Board of Statutory Auditors to coordinate with this Committee the functions of the Internal Control Committee and the accounting procedures in compliance with Article 19 of Legislative Decree 39/2010. The periodic meetings with the Head of Internal Audit and the Manager responsible for preparing the Company accounts and an analysis of the reports prepared by these persons allowed the Board of Statutory Auditors to monitor the financial information process and the efficacy of the internal control systems and the internal audit and risk management, as required by Article 19 of Legislative Decree 39/2010. From meetings and discussions held with members of the Boards of Statutory Auditors of the subsidiaries, in accordance with Article 151 of the Consolidated Finance Act, no matters arose that need to be drawn to the attention of the Shareholders Meeting. The Board of Statutory Auditors verified that the Management and Control Model pursuant to Legislative Decree no. 231/2001 is periodically updated, as most recently approved by the Board of Directors on 12 March The Report on Corporate Governance and Ownership Structure, in accordance with Article 123-bis of the Consolidated Finance Act, gives analytical data on the risk management and internal control system for financial information The Board of Statutory Auditors has a favourable opinion of the adequacy of the internal audit as a process aimed at verifying the adequacy and effective compliance with the rules, procedures and organisational structures by which it can identify and manage the main risks to the company so as to guarantee that the conduct of business is healthy, correct and coherent with the pre-established objectives. 14. Comments on the adequacy of the information and accounting system and on its reliability to provide a true picture of the business. The accounting and management system is adequate for the company structure both in terms of equipment and personnel having the relevant competences; the system may therefore be judged to be reliable and capable of giving a true representation of the business. 15. Comments on the adequacy of the instructions given by the Company to its subsidiaries pursuant to Article 114, paragraph 2 of the Consolidated Finance Act. The Company gave adequate instructions to the subsidiaries so that they could supply in timely fashion all the information necessary to comply with the communication requirements under the law.

282 Fiera Milano SpA Report of the Board of Statutory Auditors FIERA MILANO 2011 ANNUALREPORT Comments on the adequacy of the instructions given by the Company to its subsidiaries pursuant to Article 114, paragraph 2 of the Consolidated Finance Act. Pursuant to Article 150, paragraph 3 of the Consolidated Finance Act, periodic meetings were held with the independent auditors to verify the reliability of the administrative and accounting system and of the internal audit process. No significant aspects necessitating further enquiry were found nor were any irregularities reported. With specific reference to the duties assumed under Article 19 of Legislative Decree 39/2010, the Board of Statutory Auditors, also in its meetings with the audit company, examined the work plan adopted, received information on the accounting standards used, on the accounting presentation of the more material transactions of the financial year under review, on the outcome of the audit, on the fundamental questions that emerged from the legal audit regarding the financial information process; no significant matters arose that needed to be brought to the attention of the Board of Statutory Auditors except for the existence of numerous and material related-party transactions. The aforementioned is also the subject of comment in the report of the audit company prepared in compliance with Article 19, paragraph 3 of Legislative Decree 39/2010. The Board of Statutory Auditors also received analytical data on the impairment tests carried out by the Company on the value of goodwill and of investments in the financial statements. The Directors have provided the relevant information in the Explanatory and Supplementary Notes to the Financial Statements required by international accounting standards and Consob regulations. 17. Indication of the Company s adherence to the Self-Regulatory Code of the Corporate Governance Committee for listed companies. The Company adhered to the Self-Regulatory Code for listed companies approved by the Corporate Governance Committee in March 2006 and promoted by Borsa Italiana S.p.A. The Board of Statutory Auditors found concrete evidence that the Company adhered to the corporate governance rules of the Self-Regulatory Code and this is detailed in the Report on Corporate Governance and Share Capital Structure that the Board of Directors has prepared and which should be consulted for detailed and complete information on this subject. Three of the six members of the Board of Directors of the Company meet the requisites of independence as defined in the Self-Regulatory Code for listed companies. The Board of Statutory Auditors has verified the correct application of the criteria and procedures adopted by the Board of Directors to evaluate the independence of its members and the Chairman of the Board of Statutory Auditors, together with the Chairman of the Board of Directors, has vouchsafed the existence of the requisite independence on the basis of the declarations made in accordance with the stock market regulations. During the financial year, the Board of Statutory Auditors has also verified the requisite independence of its own members as required by the Self-Regulatory Code.

283 FIERA MILANO 2011 ANNUALREPORT Fiera Milano SpA Report of the Board of Statutory Auditors Final evaluations of the audit carried out and of any omissions, irregularities or reprehensible acts found in the course of the same. The Board of Statutory Auditors believes the audit carried out to have been both material and thorough and found no reprehensible acts, omissions or irregularities. 19. Indications of any proposals to be made to the Shareholders Meeting pursuant to Article 153, paragraph 2 of The Consolidated Finance Act. The Board of Statutory Auditors has no comments to make pursuant to Article 153, paragraph 2 of the Consolidated Finance Act on the proposals of the Directors concerning the Financial Statements, their approval, and other matters that fall within its competence. On the basis of the supervisory activities carried out during the financial year, the Board of Statutory Auditors finds no reason why you should not approve the Financial Statements to 31 December 2011 and the distribution of the profits for the year proposed by the Board of Directors. Rho (Milan), 28 March 2012 The Board of Statutory Auditors Damiano Zazzeron Alfredo Mariotti Stefano Mercorio

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