Fiera Milano : Extraordinary Shareholders’ Meeting - Board of Directors Explanatory Report in accordance with Article 125-ter of Legislative Decree no. 58/98

Proposals for the Shareholders' Meeting

Extraordinary Session

Shareholders' Meeting of Fiera Milano S.p.A. (hereinafter, "Fiera Milano" or the "Company"), convened for 23 April 2024 at 3 pm in a single call.

(Report pursuant to Art. 125-ter, paragraph 1, of Legislative Decree No. 58 of 24 February 1998 as amended)

1. Amendment to articles 4.1, 10.1, 10.2, 12, 15.1, 17.2, 17.7 and 18.1 of the Articles of Association.

Dear Shareholders,

At the meeting of 13 March 2024, the Board of Directors resolved to convene, at the same time as the Ordinary Shareholders' Meeting, also the Extraordinary Shareholders' Meeting, in order to bring to the attention of the latter some changes considered appropriate to allow easier management of the Company, always in compliance with stringent governance requirements.

Specifically:

• in Art. 4.1, changes are proposed to the purpose of the Company. It should be noted that these changes are made solely for a better specification of the Company's activities and do not constitute a significant change in Fiera Milano's core business. In particular, the following activities were outlined: (i) the management of infrastructures, including network infrastructures, within the managed exhibition sites; (ii) the provision of technological services, even if not related to the organisation of fairs, exhibitions, congresses, conferences and round tables, of any other event, even if not predominantly related to traditional activities; (ii) the provision of logistical services, even if not related to the organisation of fairs, exhibitions, congresses, conferences and round tables, of any other event, even if not predominantly related to traditional activities;
• in Art. 10.1, it is proposed to remove the provision relating to the participation in the shareholders' meeting by means of telecommunications and the exercise of the right to vote electronically, in order to reposition this provision within Art. 12 ("Right to attend the Shareholders' Meeting") as a new paragraph 12.3, specifying, also, that the notice of call may provide that the Shareholders' Meeting is held exclusively by means of telecommunications, without indication of the physical place where the meeting is held;
• in Art. 10.2, it is proposed to provide that "the Shareholders' Meeting, both ordinary and extraordinary, is held in a single call", except for exceptions that may be established by the Board of Directors at the time of the call;
• for Art. 15.1, the proposed amendment concerns only the removal of the method for convening the meeting of the Board of Directors by registered letter, telegram or fax, in line with the most modern means of communication;
• in Art. 17.2 changes are proposed to the powers that are not delegable and are reserved to the exclusive competence of the Board of Directors. Specifically:
• 1. the approval of the budget, as a non-delegable power by the Board of Directors, is repositioned to letter b) together with the approval of the strategic lines and guidelines, of the industrial and financial plans, for the consistency of the negotiation of strategic powers;

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

• 1. letter c) eliminates the provision for the transfer of movable property to other companies in the Group among the non-delegable powers;
  2. in letter e) a limit of EUR 5 million is proposed, as a non-delegable power, for the establishment of mortgages, encumbrances or other security rights of any kind on all or on significant parts of the Company's bonds, properties or assets. This limit is also provided for in letter f) for the granting of bank guarantees to third parties by the Company;
  3. letter g) provides for the entering into loan agreements without consideration as a delegable power;
  4. letter i) also includes recruitment, promotion, transfer, exercise of disciplinary power and dismissal, determination of tasks, classification, fixed and variable remuneration, and any agreements attached and/or ancillary to the employment relationship for Managers with a gross annual salary exceeding EUR 250,000.00 (two hundred and fifty thousand);
  5. in letter j), in addition to the already present provision of competence in the matter of appointment, the provision of competence in the matter of dismissal of the General Manager and of the Executives with Strategic Responsibilities (Top Management pursuant to the Corporate Governance Code) in accordance with the Corporate Governance Code;
  6. in letter n), with a view to aligning with the provisions of the Corporate Governance Code, it is expected that the appointment and dismissal of the head of the Internal Audit function will take place after the favourable opinion of the Control and Risk Committee, rather than on the proposal of the Chief Executive Officer, after the opinion of the Board of Statutory Auditors and independent directors;
• Art. 17.7 changes propose to provide, in line with the Corporate Governance Code, that the Remuneration and Nomination Committee is composed of only non-executive directors (as well as mostly independent); Furthermore, a clarification has been made about the term Controllo Interno in Italian, which remains Internal Audit in English;
• in order to make the wording of Art. 18.1 consistent, it is proposed to delete the independence requirements for the appointment of the Chairperson by the Board of Directors (cf. original text), so that the requirements for the appointment of the Chairperson by the Board of Directors are in line with the requirements for the appointment by the shareholders' meeting, which already currently do not provide for independence.

Below is the text comparing the modified articles1:

ORIGINAL TEXT	PROPOSED TEXT
Article 4
Purpose
4.1 The object of the Company is:	4.1 The object of the Company is:
(i) Management of exhibition sites owned by the	(i) Management of exhibition sites including
Company or by third parties, and of exhibitions, as	related infrastructures, including networks,
well as the performance of any other ancillary and/or	owned by the Company or by third parties, andof

1 It is specified that the parts of the original text deleted in the proposed text are crossed out and in bold; the parts proposed to be added to the proposed text are highlighted in bold.

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

related activity, including related rental and partial	exhibitions and events, as well as the performance
sub-rental of all related services; (ii) Supply of	of any other ancillary and/or related activity,
services for the organisation of exhibitions, shows,	including related rental and partial sub-rental of all
congresses, conferences, round tables and auxiliary	related services;
and related events, such as - merely by way of	(ii) Supply of services for the organisation of
example - marketing, promotion, and administrative	exhibitions, shows, congresses, conferences, round
services,	information-technology	support,	tables and auxiliary and related events, of any
organisational	consultancy,	logistics	and	other event, such as - merely by way of example
organisation, advertising support and public	- marketing, promotion, and administrative services,
relations	and, in general, any other service	information-technology support, organisational
concerning or consequent to the organisation of the	consultancy, logistics and organisation, advertising
aforementioned events, also via the creation,	support and public relations	and, in general, any
acquisition or lease aimed at managing: Internet	other service concerning or consequent to the
domains and/or sites, satellite or cable TV channels,	organisation of the aforementioned events, also via
information-technology supports and, in any case, of	the creation, acquisition or lease aimed at managing:
any instrument developed using new technologies;	Internet domains and/or sites, satellite or cable TV
and				channels, information-technology supports and, in
				any case, of any instrument developed using new
				technologies; and
				(iii) the provision of technological services,
				even if not related to the organisation of fairs,
				exhibitions,	congresses,	conferences	and
				round tables, of any other event, even if not
				predominantly related to traditional activities;
				(iv) the provision of logistical services, even if
				not related to the organisation of fairs,
				exhibitions,	congresses,	conferences	and
				round tables, of any other event, even if not
				predominantly related to traditional activities;
(iii) management of press publications (excluding	(iii)(v) management of press publications
daily newspapers), publication of catalogues,	(excluding daily newspapers), publication of
periodical programmes, notices and printed items	catalogues, periodical programmes, notices and
related and connected to the events and activities	printed items related and connected to the events
indicated in the previous point; and			and activities indicated in the previous point; and

1. purchase, sale, brokerage, manufacturing and (iv)(vi) purchase, sale, brokerage, manufacturing management at any title of advertising and and management at any title of advertising and

advertising space of any kind and in any medium;	advertising space of any kind and in any medium;
(v) creation, management, sale and distribution,	(v)(vii) creation, management, sale and
both in Italy and abroad, directly and/or indirectly,	distribution, both in Italy and abroad, directly and/or
on own account and/or on behalf of third parties, of	indirectly, on own account and/or on behalf of third
digital products and solutions with a view to building	parties, of digital products and solutions with a view
commercial relationships;	to building commercial relationships;
(vi) strategic and operational consultancy also in the	(vi)(viii) strategic and operational consultancy also
field of digital communication, carried out by way of	in the field of digital communication, carried out by
example through organization of training events	way of example through organization of training
(meetings, conventions, seminars and round table)	events (meetings, conventions, seminars and round
both in Italy or abroad; planning, organization and	table) both in Italy or abroad; planning, organization
management of training courses; consultancy and	and management of training courses; consultancy
assistance.	and assistance.

Article 10

Convening the Shareholders' Meeting

10.1 The Shareholders' Meeting represents all 10.1 The Shareholders' Meeting represents all shareholders, and its resolutions, taken in shareholders, and its resolutions, taken in

accordance with law and these Company Articles of	accordance with law and these Company Articles of
Association, bind all shareholders, even if they are	Association, bind all shareholders, even if they are
absent, abstain or dissent.	absent, abstain or dissent.

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

A Company shareholders' meeting, both ordinary	A Company shareholders' meeting, both ordinary
and extraordinary, may be convened and held also	and extraordinary, may be convened and held also
in a venue other than the Company's registered	in a venue other than the Company's registered
office, as long as it is in Italy or in another European	office, as long as it is in Italy or in another European
Union member country, through a notice to be	Union member country, through a notice to be
published in, in accordance with law, on the	published in, in accordance with law, on the
Company website and in any other way required by	Company website and in any other way required by
Consob rules. Shareholders' meetings may also be	Consob rules. Shareholders' meetings may also be
convened by the Board of Directors upon request of	convened by the Board of Directors upon request of
shareholders representing at least one-twentieth of	shareholders representing at least one-twentieth of
the company's share capital or, subject to	the company's share capital or, subject to
notification of the Chairperson of the Board of	notification of the Chairperson of the Board of
Directors, by the Board of Statutory Auditors or by	Directors, by the Board of Statutory Auditors or by
at least two members of this board.			at least two members of this board.
Where provided for in the notice of call, and in the	Where provided for in the notice of call, and in
manner indicated therein, participation in the	the manner indicated therein, participation in
Shareholders'	Meeting	by	means	of	the Shareholders' Meeting by means of
telecommunications and/or the exercise of voting	telecommunications and/or the exercise of
rights by electronic means is permitted, in	voting rights by electronic means is
accordance with applicable laws and regulations.		permitted, in accordance with applicable laws
					and regulations.
The Ordinary Shareholders' Meeting must be	The Ordinary Shareholders' Meeting must be
convened at least once a year, within one hundred	convened at least once a year, within one hundred
and twenty days from the end of the financial year;	and twenty days from the end of the financial year;
when the legal conditions are met, it may be	when the legal conditions are met, it may be
convened within one hundred and eighty days from	convened within one hundred and eighty days from
the end of the financial year.				the end of the financial year.
10.2 The notice of call must state the date, time and	10.2 The Shareholders' Meeting, both ordinary
place of the meeting as well as the list of items to be	and extraordinary, is held in a single call,
discussed and other information required by the	unless otherwise provided by the notice of
applicable laws and regulations. The same notice	call. The notice of call must state the date, time and
may also indicate the date, time and place for the	place of the meeting as well as the list of items to be
second call and, if necessary, for the third call if the	discussed and other information required by the
first and second call are cancelled.			applicable laws and regulations. The same notice
					may also indicate the date, time and place for
					the second call and, if necessary, for the third
					call if the first and second call are cancelled.
	Article 12
Right to participate in the Shareholders'
	Meeting
12.1 The right to participate in the Shareholders'	12.1 The right to participate in the Shareholders'
Meeting is governed by law, the Articles of	Meeting is governed by law, the Articles of
Association and the provisions contained in the	Association and the provisions contained in the
notice of call.					notice of call.
12.2 For the entitlement to participate in the	12.2 For the entitlement to participate in the
Shareholders' Meeting, the provisions of the law shall	Shareholders' Meeting, the provisions of the law shall
be observed. Those who have the right to vote may	be observed. Those who have the right to vote may
be represented by written proxy within the limits of	be represented by written proxy within the limits of
the law; a proxy that may be notified by certified	the law; a proxy that may be notified by certified
email or in compliance with the procedures	email or in compliance with the procedures
established by specific regulation by the Ministry of	established by specific regulation by the Ministry of
Justice, according to the forms that will be indicated	Justice, according to the forms that will be indicated
in the notice of call. The related documents are kept	in the notice of call. The related documents are kept
at the Company. It is up to the Chairperson of the	at the Company. It is up to the Chairperson of the

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

meeting to verify the regularity of the proxies, and,	meeting to verify the regularity of the proxies, and,
in general, the right to participate.	in general, the right to participate.
	12.3 Pursuant to Art. 2370, paragraph 4 of the
	Italian Civil Code, participation in the
	Shareholders' Meeting may also take place by
	means of telecommunication, and/or the
	exercise of electronic voting within the limits
	of what may be provided by the notice of call
	and in the manner permitted by the
	Chairperson of the Shareholders' Meeting. In
	the notice of call, it may be established that
	the Shareholders' Meeting be held exclusively
	by means of telecommunications, omitting
	the indication of the physical place where the
	meeting is held.
Article 15
Convening the Board of Directors and its
resolutions
15.1 The Board of Directors is convened at the place
indicated in the notice of call, including at a place
other than the registered office, provided that it is in
Italy or a country of the European Union, whenever
this is deemed necessary by the Chairperson, or if a
written request is made by at least a third of the
directors or the Board of Statutory Auditors or,
including individually, by each member of the Board
of Statutory Auditors.
The call is made at least 5 (five) days before the	The call is made at least 5 (five) days before the
meeting and, in cases of urgency, at least 24	meeting and, in cases of urgency, at least 24
(twenty-four) hours before that meeting, by sending	(twenty-four) hours before that meeting, by sending
a registered letter, telegram or fax or email message	a registered letter, telegram or fax oremail
confirming receipt to each Director and Standing	message confirming receipt to each Director and
Statutory Auditor.	Standing Statutory Auditor.
In the absence of convening formalities, the Board is
in any event validly constituted if all the directors and
all the Standing Statutory Auditors are present.
Article 17
Powers, functions and compensation of the
Board of Directors
17.2 Besides attributions that, by law, cannot be	17.2 Besides attributions that, by law, cannot be
delegated, and those under the previous paragraph	delegated, and those under the previous paragraph
17.1, the Board of Directors also has exclusive	17.1, the Board of Directors also has exclusive
competence for:	competence for:
(a) the purchase, subscription, and transfer, taking	(a) the purchase, subscription, and transfer, taking
direct responsibility for the same, of shares, quotas	direct responsibility for the same, of shares, quotas
or interests in other companies, including newly	or interests in other companies, including newly
constituted companies, and transfer of option rights,	constituted companies, and transfer of option rights,
with the exception of transactions concerning mere	with the exception of transactions concerning mere
investment of liquidity;	investment of liquidity;
(b) the approval of strategic guidelines and policies,	(b) the approval of strategic guidelines and policies,
industrial and financial plans and of all risk	industrial and financial plans and of all risk
assumption and risk management policies, with no	assumption and risk management policies,
exceptions, as well as evaluation of the functionality,	with no exceptions, as well as evaluation of
efficiency and effectiveness of the internal control	the functionality, efficiency and effectiveness
systems of the Company;	of the internal control systems of the
	Companyand the budget;

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

1. the spin-off of property and movable assets to other companies, both those in the process of being constituted and those already constituted;
2. any form of loan taken out by the Company exceeding the limit of 30% of net equity;
3. the constitution of mortgages, encumbrances or other guarantee rights of any type whatsoever on all or relevant parts of the Company's bonds, property or assets;
4. the approval of the budget;
5. bank guarantees to third parties granted by the Company;
6. the stipulation of contracts concerning property
   assets, with the sole exception of (i) real estate rental contracts concluded for the performance of the Company's business for periods not exceeding six years and (ii) real estate rental contracts concluded for the benefit of Company employees included in the approved budget and for periods not exceeding four years;
7. the conferment of appointments, consultancy, services not provided within budget limits, as supplemented and amended during the year, exceeding EUR 250,000.00;

1. the appointment of the General Manager - and possibly one or two Deputy General Managers - as well as the appointment of the Chief Operating Officer and Senior Executives - on the proposal of the Chief Executive Officer if appointed, or of the Chairperson, and the determination of the relevant powers;
2. the appointment or termination of the appointment of the Manager responsible for preparing the Company's financial accounts as per
   Article 22 below;
3. the appointment of the Supervisory Board;
4. the constitution and disbanding of internal Committees of the Board of Directors, the appointment, removal, and remuneration of their members and approval of their operating procedures;
5. the appointment and removal of the Internal Audit Manager as proposed by the Chief Executive Officer, after having obtained the opinion of the Board of Statutory Auditors and of the Independent Directors.

1. the spin-off of property and movableassets to other companies, both those in the process of being constituted and those already constituted;
2. any form of loan taken out by the Company exceeding the limit of 30% of net equity;
3. the constitution of mortgages, encumbrances or other guarantee rights of any type whatsoever on all or relevant parts of the Company's bonds, property or assets, exceeding EUR 5,000,000.00 (five million);
4. the approval of the budget;
5. (f) bank guarantees to third parties granted by the Company, exceeding EUR 5,000,000.00 (five million);
6. (g) the stipulation of contracts concerning property assets, with the sole exception of (i) leases of immovable property concluded for the purpose of conducting the Company's business for periods not exceeding six years, and; (ii) of real estate leases in favour of employees of the Company, provided that they are included in the approved budget and that they do not exceed four years and (iii) loan agreements without consideration;
7. (h) the conferment of appointments, consultancy, services not provided within budget limits, as supplemented and amended during the year, exceeding EUR 250,000.00 (two hundred and

fifty thousand);

1. the recruitment, promotion, transfer, exercise of disciplinary power and dismissal, determination of tasks, classification, fixed and variable remuneration, and any agreements attached and/or ancillary to the employment relationship for Managers with a gross annual salary exceeding EUR 250,000.00 (two hundred and fifty thousand);
2. the appointment and revocation of the General Manager - and possibly one or two Deputy General Managers - as well as the appointment of the Chief
   Operating Officer and Senior Executives -and revocation of Executives with strategic
   responsibilities (qualifying as "Top Management" pursuant to the Corporate
   Governance Code of Listed Companies issued by Borsa Italiana S.p.A.) - upon the proposal of the Chief Executive Officer if appointed or of the Chairperson, and the determination of the related powers;
3. the appointment or termination of the appointment of the Manager responsible for preparing the Company's financial accounts as per
   Article 22 below;
4. the appointment of the Supervisory Board;
5. the constitution and disbanding of internal Committees of the Board of Directors, the appointment, removal, and remuneration of their members and approval of their operating procedures;

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

	(n) the appointment and removal of the Internal
	Audit Manager	as proposed by the Chief
	Executive Officer, after having obtained the
	opinion of the Board of Statutory Auditors and
	of the Independent Directors, after the
	opinion of the Control and Risk Committee.
The Board of Directors must ensure that the	The Board of Directors must ensure that the
Manager responsible for preparing the Company's	Manager responsible for preparing the Company's
financial accounts is provided with the appropriate	financial accounts is provided with the appropriate
powers and means to perform his or her duties as	powers and means to perform his or her duties as
required by applicable law, as well as ensure the	required by applicable law, as well as ensure the
observance of administrative and accounting	observance of administrative and accounting
procedures.	procedures.
17.7 The Board of Directors sets up at least one	17.7 The Board of Directors sets up at least one
committee for appointments and remuneration,	committee for appointments and remuneration,
composed mostly of independent directors chaired	composed of only non executive mostly of
by an independent director, as well as a control and	independent	directors, mostly	independent,
risk committee, composed of only independent	chaired by an independent director, as well as a
directors and chaired by one of them. These	control and risk committee, composed of only
committees will be advisory and/or proactive in	independent directors and chaired by one of them.
nature, in accordance with the provisions of current	These committees will be advisory and/or proactive
legislation and the Code of Corporate Governance of	in nature, in accordance with the provisions of
Listed Companies issued by Borsa Italiana S.p.A.	current legislation and the Code of Corporate
	Governance of Listed Companies issued by Borsa
	Italiana S.p.A.
The Board of Directors and, on its behalf, the	The Board of Directors and, on its behalf, the
Chairperson is the direct point of contact of the	Chairperson is the direct point of contact of the
internal audit department and the latter reports	internal auditInternal Audit department and the
directly to the Board of Directors regarding its roles	latter reports directly to the Board of Directors
and responsibilities under applicable law.	regarding its roles and responsibilities under
	applicable law.
The Chief Executive Officer provides, at least	The Chief Executive Officer provides, at least
quarterly, to the Board of Directors with adequate	quarterly, to the Board of Directors with adequate
information on the general performance of	information on the general performance of
management and its foreseeable evolution, as well	management and its foreseeable evolution, as well
as, on the exercise of their respective powers, on the	as, on the exercise of their respective powers, on the
most significant transactions, due to their size or	most significant transactions, due to their size or
characteristics, carried out by the Company and its	characteristics, carried out by the Company and its
subsidiaries.	subsidiaries.
Article 18		Article 18
Chairperson and Deputy Chairperson	Chairperson and Deputy Chairperson
18.1 The Board of Directors - if the Shareholders'	18.1 The Board of Directors - if the Shareholders'
Meeting has not already done so - elects the	Meeting has not already done	so - elects	the
Chairperson of the Company from among the	Chairperson of the Company from among the
directors who meet the independence requirements	directors who meet the independence
set out in these Articles of Association. In addition to	requirements set out in these Articles of
the powers due to them by law, the Chairperson of	Association. In addition to the powers due to them
the Board of Directors convenes and sets the agenda	by law, the Chairperson of the Board of Directors
of the Board, in accordance with the provisions of	convenes and sets the agenda of the Board, in
the previous article 16.1, encourages internal	accordance with the provisions of the previous article
discussion, promotes the actual operation of the	16.1, encourages internal discussion, promotes the
corporate governance system, ensuring the balance	actual operation of the corporate governance
of powers the Chief Executive Officer if appointed.	system, ensuring the balance of powers the Chief
In any event, the Chairperson is required to convene	Executive Officer if appointed. In	any event,	the

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

the Board of Directors when requested by at least a	Chairperson is required to convene the Board of
third of the members of the Board of Directors, the	Directors when requested by at least a third of the
Board of Statutory Auditors or even by each Standing	members of the Board of Directors, the Board of
Statutory Auditor individually. In setting the agenda,	Statutory Auditors or even by each Standing
the Chairperson is obliged to include proposals to	Statutory Auditor individually. In setting the agenda,
add to the agenda, which must also contain	the Chairperson is obliged to include proposals to
proposals for resolutions to be taken, if any, made	add to the agenda, which must also contain
by the persons who, in addition to the Chairperson,	proposals for resolutions to be taken, if any, made
have the right to request the convening of the Board	by the persons who, in addition to the Chairperson,
under these Articles of Association. The Chairperson	have the right to request the convening of the Board
of the Board of Directors coordinates the work of the	under these Articles of Association. The Chairperson
Board and ensures that adequate information	of the Board of Directors coordinates the work of the
regarding items on the agenda of meetings is	Board and ensures that adequate information
provided to all members. To this end, the	regarding items on the agenda of meetings is
Chairperson assures that:	provided to all members. To this end, the
(a) Directors are provided well in advance with	Chairperson assures that:
documentation supporting the Board's resolutions	(a) Directors are provided well in advance with
or, at least, an initial briefing on the matters to be	documentation supporting the Board's resolutions
discussed;	or, at least, an initial briefing on the matters to be
(b) the documentation supporting the resolutions,	discussed;
particularly that rendered to the non-executive	(b) the documentation supporting the resolutions,
members, is adequate in quantity and quality with	particularly that rendered to the non-executive
respect to the items on the agenda.	members, is adequate in quantity and quality with
	respect to the items on the agenda.
The Chairperson is the direct contact person on	The Chairperson is the direct contact person on
behalf of the Board of the internal control bodies and	behalf of the Board of the internal control bodies and
the internal committees of the Board of Directors.	the internal committees of the Board of Directors.
Therefore, he/she, in addition to the characteristics	Therefore, he/she, in addition to the
required for independent directors, must have the	characteristics required for independent
specific skills necessary to fulfil the duties assigned	directors,must have the specific skills necessary to
to them.	fulfil the duties assigned to them.
Should for whatever reason the Chairperson be	Should for whatever reason the Chairperson be
unable to continue in his/her role during his/her	unable to continue in his/her role during his/her
mandate, the Board of Directors will without delay	mandate, the Board of Directors will without delay
replace him/her as required under the present	replace him/her as required under the present
Articles of Association.	Articles of Association.

The proposed statutory changes do not entail the right of withdrawal in accordance with the law and the Articles of Association.

Given the above, we submit the following for your approval

proposed resolution

"The Shareholders' Meeting of Fiera Milano S.p.A., having taken note of the proposed amendments to Article 4.1, 10.1, 10.2, 12, 15.1, 17.2, 17.7 and 18.1 of the Articles of Association,

resolves

• to amend Article 4.1, 10.1, 10.2, 12, 15.1, 17.2, 17.7 and 18.1 of the articles of association as set out in the text contained in the Explanatory Report of the Directors.
• to give a mandate to Chief Executive Officer and the Chairperson, separately from each other, to provide, also through attorneys, for what is required, necessary or useful for the implementation of the resolutions referred to above, as well as to fulfil the formalities

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

necessary for the resolutions to be registered in the company register, with the right to introduce any non-substantial changes, corrections or additions that are appropriate for the purpose or required by the competent authorities, also at the time of registration and, in general, to provide for everything necessary for the full implementation of the resolutions, with any and all powers necessary or appropriate for this purpose, none excluded or excepted.

2. Amendment to article 12 of the Articles of Association, by inserting the new paragraph 12.4 (designated representative).

Dear Shareholders,

In addition to the above amendments, the Board of Directors has also decided to submit to the Shareholders' Meeting an additional proposal to amend Art. 12 of the Articles of Association, concerning the procedures for holding the Shareholders' Meeting.

In particular, in line with the recent legislation on the subject, starting from the "Cura Italia Decree" and up to the recent "Capital Law" (currently being published), it is proposed to add to Art. 12 "Right to participate in the Shareholders' Meeting") a new paragraph 12.4, in order to allow - where this is permitted by law and provided for in the notice of call - that attendance at the Shareholders' Meeting and the exercise of voting rights also take place exclusively through the representative appointed by the company pursuant to Art. 135- undecies of Legislative Decree 58/1998, to whom proxies or sub-delegations may also be conferred pursuant to Article 135-novies of Legislative Decree 58/1998.

Below is the comparative text of the amended article2:

ORIGINAL TEXT	PROPOSED TEXT
Article 12
Right to participate in the Shareholders'
Meeting
12.1 The right to participate in the Shareholders'	12.1 The right to participate in the Shareholders'
Meeting is governed by law, the Articles of	Meeting is governed by law, the Articles of
Association and the provisions contained in the	Association and the provisions contained in the
notice of call.	notice of call.
12.2 For the entitlement to participate in the	12.2 For the entitlement to participate in the
Shareholders' Meeting, the provisions of the law shall	Shareholders' Meeting, the provisions of the law shall
be observed. Those who have the right to vote may	be observed. Those who have the right to vote may
be represented by written proxy within the limits of	be represented by written proxy within the limits of
the law; a proxy that may be notified by certified	the law; a proxy that may be notified by certified
email or in compliance with the procedures	email or in compliance with the procedures
established by specific regulation by the Ministry of	established by specific regulation by the Ministry of
Justice, according to the forms that will be indicated	Justice, according to the forms that will be indicated
in the notice of call. The related documents are kept	in the notice of call. The related documents are kept
at the Company. It is up to the Chairperson of the	at the Company. It is up to the Chairperson of the
meeting to verify the regularity of the proxies, and,	meeting to verify the regularity of the proxies, and,
in general, the right to participate.	in general, the right to participate.

2 It is specified that the parts of the original text deleted in the proposed text are crossed out and in bold; the parts proposed to be added to the proposed text are highlighted in bold.

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm

12.3 Pursuant to Art. 2370, paragraph 4 of the Italian Civil Code, participation in the Shareholders' Meeting may also take place by means of telecommunication, and/or the exercise of electronic voting within the limits of what may be provided by the notice of call and in the manner permitted by the Chairperson of the Shareholders' Meeting. In the notice of call, it may be established that the Shareholders' Meeting be held exclusively by means of telecommunications, omitting the indication of the physical place where the meeting is held.

12.4 Where permitted by law, the notice of call may provide that attendance of the Shareholders' Meeting and the exercise of voting rights must take place exclusively through the representative designated by the company pursuant to Article 135-undecies of Legislative Decree No. 58/1998, to whom proxies or sub-delegations may also be conferred pursuant to Article 135-novies of Legislative Decree No. 58/1998.

The proposed statutory changes do not entail the right of withdrawal in accordance with the law and the Articles of Association.

Given the above, we submit the following for your approval

proposed resolution

"The Shareholders' Meeting of Fiera Milano S.p.A., having taken note of the proposed amendment to Article 12 of the Articles of Association, by inserting the new paragraph 12.4 (designated representative)

resolves

• to amend Article 12 of the Articles of Association, introducing a new paragraph 12.4, as set out in the text contained in the Explanatory Report of the Directors;
• to give a mandate to Chief Executive Officer and the Chairperson, separately from each other, to provide, also through attorneys, for what is required, necessary or useful for the implementation of the resolutions referred to above, as well as to fulfil the formalities necessary for the resolutions to be registered in the company register, with the right to introduce any non-substantial changes, corrections or additions that are appropriate for the purpose or required by the competent authorities, also at the time of registration and, in general, to provide for everything necessary for the full implementation of the resolutions, with any and all powers necessary or appropriate for this purpose, none excluded or excepted.

Rho (Milan), 14 March 2024

On behalf of the Board of Directors

The Chairman

Carlo Bonomi

Proposals for the Extraordinary Shareholders' Meeting called for 23 April 2024, 3 pm