Fiera Milano : Interim Management Report as of 31 March 2024

Consolidated Interim Management

Report at 31 March 2024

(1st Quarter 2024)

This document is available in the Investori section of the Company website

atwww.fieramilano.it.

This document contains a faithful translation into English of the original report in Italian Resoconto intermedio di gestione consolidato al 31 marzo 2024. However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian.The Italian version of the Resoconto intermedio di gestione consolidato al 31 marzo 2024 shall prevail upon the English version.

Fiera Milano SpA

Registered office: Piazzale Carlo Magno, 1 - 20149 Milan

Operational and administrative office: Strada Statale del Sempione, 28 - 20017 Rho (Milan)

Share capital: Euro 42,445,141.00 paid up

Companies Register, Tax code and VAT no. 13194800150 - Economic Administrative Register 1623812

Rho (Milan), 13 May 2024

Contents

__________________________________________________________________________________

▪ Corporate Bodies and Independent Auditor	page	3
▪	Business model	page	4
▪	Group structure	page	5

• Report on operations in the first quarter

	▫ Summary of results and significant events in the quarter	page	6
	▫	Net cash/debt	page	10
	▫ Business performance by operating segment and by geographical area	page	11
	▫	Group personnel	page	14
▪ Significant events after the end of the reporting period	page	15
▪	Business outlook	page	15
▪	Accounting criteria	page	16
▪	Financial statements
	▫	Consolidated Income Statement	page	17
	▫ Reclassified Consolidated Statement of Financial Position	page	18
	▫ Comments on the capital and financial position	page	19
▪ Declaration of the Financial Reporting Officer	page	20
▪	Attachment 1
	List of companies included in the consolidation area and other investments at 31	page	21
	March 2024

2

Corporate Bodies and Independent Auditor

______________________________________________________________________________

BOARD OF DIRECTORS

Carlo Bonomi	Chairman*
Francesco Conci	Chief Executive Officer
Michaela Castelli	Director*
Regina De Albertis	Director*
Paola Annamaria Petrone	Director*
Monica Poggio	Director*
Ferruccio Resta	Director*
Agostino Santoni	Director*
Elena Vasco	Director*

• Independent Director under Art. 148, paragraph 3 of Italian Legislative Decree 58 of 24 February 1998 and the Corporate Governance Code of Borsa Italiana

CONTROL AND RISK COMMITTEE	APPOINTMENTS AND	SUSTAINABILITY
	REMUNERATION COMMITTEE	COMMITTEE
Michaela Castelli	Agostino Santoni	Ferruccio Resta
Paola Annamaria Petrone	Regina De Albertis	Michaela Castelli
Ferruccio Resta	Monica Poggio	Elena Vasco

BOARD OF STATUTORY AUDITORS	FINANCIAL REPORTING OFFICER
Alessandro Angelo Solidoro	Chairperson	Massimo De Tullio
Monica Mannino	Standing Statutory Auditor
Piero Antonio Capitini	Standing Statutory Auditor
Emanuela Valdosti	Substitute Statutory Auditor
Massimo Luigi Roberto Invernizzi	Substitute Statutory Auditor

SUPERVISORY BOARD, LEGISLATIVE DECREE 231/01

Enrico Maria Giarda

Luigi Bricocoli

Alessandra Agrusti

---

The Board of Directors was appointed by the Shareholders' Meeting of 27 April 2023. The Directors' mandates will expire at the Shareholders' Meeting to approve the Financial Statements at 31 December 2025.

The Board of Directors is invested with the broadest powers for the ordinary and extraordinary management of the Company; it has the power to carry out all acts it deems appropriate or useful to attain the corporate objectives, except for those which, pursuant to law, are reserved for the Shareholders' Meeting.

Under the law and the Company Articles of Association, the Chairman is the company's legal representative. He is also vested with all powers over Fiera Milano's institutional external relations.

The Shareholders' Meeting appointed the Board of Statutory Auditors on 23 April 2024, and its mandate expires at the Shareholders' Meeting to approve the Financial Statements on 31 December 2026.

INDEPENDENT AUDITORS

PWC SpA

The mandate, given by the Shareholders' Meeting of 27 April 2023, is for the financial years 2023-2031.

3

Business model

______________________________________________________________________________

The Fiera Milano Group is active in all the key areas of the exhibition and congress industry and is one of the largest integrated exhibition companies worldwide.

Under the current management approach, the operating segments have been re-defined as follows:

• Italian Exhibitions Business: organisation and hosting of exhibitions and other events in
  Italy: through the use, promotion and offer of furnished exhibition spaces; through the provision of stand-fitting, technical and site services associated with exhibition and congress business; and through the provision of project support and ancillary services; the production of content and provision of advertising and digital services, as well as the organisation of conferences and training courses. 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.
• Foreign Exhibitions Business: this segment covers all activities for the organisation of exhibitions and other events abroad through the use, promotion and offer of furnished exhibition spaces, project support, and ancillary services. It covers 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 or acting as agents.
• Congresses: this segment covers the organisation of congresses and events and destination management services.

4

Group structure

5

Report on operations in the first quarter

Summary of results and significant events during the quarter

The table below gives the key figures of the Group for the period under review and the comparative data for the same period of the previous financial year, as well as those for the full financial year 2023.

Fiera Milano Group Summary of key figures

Full year		1st Quarter		1st Quarter
at 31/12/23		at 31/03/24		at 31/03/23
	(Amounts in € '000)
283,829	Revenues from sales and services	72,352	48,109
97,138	EBITDA (a)	25,712	8,871
44,824	EBIT	12,772	(4,217)
28,969	Net profit/(loss) of the period from continuing operations	7,625	(8,069)
16,500	Net profit/(loss) of the period from discontinued operations	-	16,500
45,469	Net profit/(loss)	7,625	8,431
45,468	- Attributable to the shareholders of the controlling entity	7,676	8,500
1	- Attributable to non-controlling interests	(51)	(69)
462,801	Net capital employed (b)	452,510	507,377
	covered by:
147,896	Equity attributable to the Group	155,557	112,838
535	Equity attributable to non-controlling interests	484	464
( 80,858)	Net financial debt/(cash) before IFRS 16 effects	(77,558)	(37,492)
314,370	Total net financial debt/(cash)	296,469	394,075
11,368	Investments (continuing operations and assets held for sale)	347		830
713	Employees (no. of permanent employees at end of period)	721		677

1. EBITDA is the operating result before depreciation and amortisation and adjustments to non-current asset values.
2. Net capital employed is the sum of non-current assets, non-current liabilities and net working capital.

EXHIBITION BUSINESS

In the first three months of the year, 15 exhibitions were held. In January, Fiera Milano organised the first edition of Milano Home, a new format of the exhibition dedicated to the world of living and home décor. A project that saw the presence of over 570 brands, 35% of which came from abroad. Also taking place at the same time was Quick&More - Home Supplies Exhibition, the exhibition dedicated to the distribution of household items, festive decorations and gifts for retailers. This was followed by PTE - Promotion Trade Exhibition, an event for the world of advertising materials, which brought together over 110 companies and brands from 12 countries. February saw the return of the exhibitions dedicated to the fashion industry, including Milano Unica, with 508 exhibiting companies and a 7% increase over the February 2023 edition, achieving a total attendance of 5,886 visiting companies (+11%) and MIDO, the international eyewear exhibition, which occupied 7 pavilions and counted more than 1,200 exhibitors. In addition, the exhibition recorded around 40,000 visitors, an increase of 11% compared to last year. The exhibitions relating to the fashion accessory sector, Milano Fashion&Jewels (accessories, jewellery and bijoux), MICAM Milano (footwear), Mipel (leather goods) and TheOneMilano, the international outerwear and haute-à-porter show, recording 40,821 operators from 150 countries. Next, Fiera Milano hosted Lineapelle, the international exhibition of leather, accessories, components, fabrics, synthetics and models, with 985 exhibitors and 25,376 trade visitors (39% from abroad).

Also during the month of February, Fiera Milano organised BIT - Borsa Internazionale del Turismo (International Tourism Exchange), with a 7% increase in exhibition areas over the February 2023 edition. The exhibition brought more than 200 exhibitors from 66 countries to the Allianz MiCo spaces.

Finally, MyPlant & Garden and Filo. The premiere, an international horticultural and floricultural event, now in its eighth edition, saw 680 exhibitors spread over 26,775 square metres of exhibition space and 25,000 attendees. Filo, staged in the Allianz MiCo spaces, is the only international exhibition dedicated to yarn and fibre excellence.

6

In March, Fiera Milano hosted the 43rd edition of Mostra Convegno Expocomfort (MCE), a reference point for innovation, the challenge towards efficiency and environmental, economic and social sustainability. Over 1,300 exhibitors and 121,000 visitors were present at Rho, with more than 30% coming from abroad.

CONGRESS BUSINESS

Congress activities in the first quarter saw Allianz MiCo host 17 events; including EBCC - European Breast Cancer Conference, a medical-scientific congress, FIF, the Professional Physiotherapy Exhibition, and other congress events with an exhibition area (including Esxence-The Art Perfumery Event, Identità Golose). In addition, the AI Festival - the first international festival dedicated to Artificial Intelligence - took place in February. The event brought together over 6,000 attendees.

In January, the congress centre hosted the second edition of Padel Trend Expo. the first major international event dedicated entirely to the padel community and industry b2c and b2b. Over 22,000 visitors, with more than 100 exhibitors, over the three days in the Allianz MiCo premises.

ACTIVITIES ABROAD

In February, Fiera Milano, present in South Africa with its company Fiera Milano Exhibitions Africa, organised Investec Cape Town Art Fair (ICTAF), the most important contemporary art fair in Africa. Now in its 11th edition, ICTAF hosted 115 galleries from 24 countries, with 400 artists from over 50 countries worldwide, attracting 30,000 visitors.

As for other activities abroad, in China and Brazil, no exhibitions were scheduled at this time of year.

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The Group's business has seasonal elements due to exhibitions that are held on a biennial basis. Due to the seasonal nature of the business, revenues and earnings in individual quarters may vary even significantly from one quarter to the next.

Looking in detail at the figures for Q1 2024, the main trends are as follows:

• Revenues from sales and services totalled Euro 72,352 thousand, an increase of Euro 24,243 thousand compared to the figure for the corresponding quarter of the previous year (Euro 48,109 thousand).
  The change in terms of revenues is mainly related to the different exhibition calendar due to the presence of the biennial Mostra Convegno Expocomfort as well as to the good general performance of the annual events and congress activities, both due to the increase in exhibition areas occupied and to the greater penetration of services provided.
  The changes in terms of exhibition space at exhibitions are detailed below:
• • annual exhibitions organised by the Group in Italy (+14,185 sqm): The increase is mainly attributable to the presence in the quarter under review of the Quick & More exhibition (+7,545 sqm), which was held for the first time, the Milano Home exhibition (+3,665 sqm) and the Promotion Trade Exhibition (+1,785 sqm);
  • annual exhibitions organised by third parties in Italy (+15,715 sqm): The increase is mainly due to the Mido exhibition (+7,960 m2) and the Milano Unica exhibition (+6,685 m2);
  • annual exhibitions organised by third parties in Italy (+85,925 sqm): the change refers to the Mostra Convegno Expocomfort exhibition;
  • in congresses with exhibition space, the change is equal to -11,585 sqm;
  • annual exhibitions organised by the Group abroad (+250 sqm): The increase is related to the Cape Town Art Fair organised by the South African subsidiary.

8

The table below summarises the net square metres of exhibition space occupied by the various Fiera Milano Group exhibitions and by congresses with related exhibition space.

Fiera Milano Group Summary operating figures	1st Quarter 2024	1st Quarter 2023
			of which		of which
			organised		organised
		Total	by the Group	Total	by the Group
Number of exhibitions:	16	6	13	5
Italy	15	5	12	4
. annual	14	5	12	4
. biennial	1	-	-	-
. multi-annual	-	-	-	-
Foreign countries	1	1	1	1
. annual	1	1	1	1
. biennial	-	-	-	-
. multi-annual	-	-	-	-
Number of congresses with related exhibition space -
Italy	7	-	11	-
Net sq.metres of exhibition space:	361,370	66,020	256,880	51,585
Italy	357,265	61,915	253,025	47,730
. annual (a)	271,340	61,915	253,025	47,730
. biennial	85,925	-	-	-
. multi-annual	-	-	-	-
(a) of which congresses with related exhibition space	11,105	-	22,690	-
Foreign countries	4,105	4,105	3,855	3,855
. annual	4,105	4,105	3,855	3,855
. biennial	-	-	-	-
. multi-annual	-	-	-	-
Number of exhibitors:	8,305	1,355	7,065	1,140
Italy	8,200	1,250	6,965	1,040
. annual (b)	6,880	1,250	6,965	1,040
. biennial	1,320	-	-	-
. multi-annual	-	-	-	-
(b) of which congresses with related exhibition space	655	-	1,470	-
Foreign countries	105	105	100	100
. annual	105	105	100	100
. biennial	-	-	-	-
. multi-annual	-	-	-	-

• EBITDA for the quarter totalled Euro 25,712 thousand, an improvement of Euro 16,841 thousand compared to the figure for the same quarter of the previous year (Euro 8,871 thousand). The change mainly reflects the aforementioned trend in revenues. It should be noted that the composition of costs reflects lower energy costs and the increase in personnel costs corresponding to the new recruitment programme launched in the previous year.
• EBIT in the quarter was Euro -12,772 thousand compared to Euro -4,217 thousand in Q1 2023. The increase of Euro 16,989 million reflects the trend in EBITDA.
• Net financial expenses came to Euro 1,756 thousand compared to expenses of Euro 2,714 thousand in 2023. The positive change of Euro 958 thousand was mainly the result of treasury management related to cash investments.
• Income taxes for the quarter were recognised by applying the estimated annual average tax rate (tax rate method) to the pre-tax profit of the individual consolidated companies.
• The net result for the period from continuing operations amounted to Euro 7,625 thousand (Euro -8,069thousand in Q1 2023), while the net result for the period of discontinued operations had a balance of zero (Euro 16,500 thousand in Q1 2023).
• The net loss was Euro 7,625 thousand compared to a profit of Euro 8,431 thousand in Q1 2023, with Euro 7,676 thousand attributable to shareholders of the parent company (Euro - 8,500 thousand in Q1 2023) and Euro -51thousand attributable to non-controlling interests (Euro -69thousand in Q1 2023).

9

Group financial debt

The Group's financial debt and composition are shown in the table below.

Group Net Financial Debt

(Amounts in € '000)	31/03/24	31/12/23	change
A. Cash	85,623	79,776	5,847
B. Cash and equivalents	21,040	20,067	973
C. Other current financial assets	23,001	39,657	(16,656)
- C.1 of which Other current financial assets to the controlling shareholder	184	1,597	(1,413)
- C.2 of which Other current financial assets to joint venture	1,719	1,719	-
D. Liquidity (A+B+C)	129,664	139,500	(9,836)
E. Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)	508	512	(4)
- E.1 of which Current financial debt to the controlling shareholder	-	-	-
F. Current portion of non-current debt	27,260	27,500	(240)
G. Current financial indebtedness (E+F)	27,768	28,012	(244)
H. Net current financial indebtedness (G-D)	(101,896)	(111,488)	9,592
I. Non-current financial debt	24,338	30,630	(6,292)
J. Debt instruments	-	-	-
K. Non-current other payables	-	-	-
L. Non-current financial indebtedness (I+J+K)	24,338	30,630	(6,292)
Net financial debt from continuing operations (H+L)	(77,558)	(80,858)	3,300
Net financial debt from assets held for sale	-	-	-
M. Total financial indebtedness before IFRS 16 effects	(77,558)	(80,858)	3,300
N. Current financial liabilities related to the right of use of assets	42,717	54,931	(12,214)
- N.1 of which current financial liabilities related to the right-of-use assets to the controlling shareholder	41,063	53,201	(12,138)
O. Non-current financial liabilities related to the right of use of assets	331,310	340,297	(8,987)
- O.1 of which non-current financial liabilities related to the right-of-use assets to the controlling shareholder	323,185	331,756	(8,571)
P. Current financial assets related to the right of use of assets	-	-	-
IFRS 16 financial effects	374,027	395,228	(21,201)
Q. Total net financial debt (M+N+O-P)	296,469	314,370	(17,901)

Financial debt, not including IFRS 16 lease liabilities, shows net cash at 31 March 2024 of Euro 77,558 thousand, compared to net cash of Euro 80,858 thousand at 31 December 2023.

The decrease of Euro 3,300 thousand reflects the cash generation in the quarter related to the results achieved and advances received for future exhibitions. This effect was more than offset by the advance payment of the quarterly rent of the two Quarters and the settlement of payables to suppliers for exhibitions held in the last quarter of 2023.

Financial debt, including IFRS 16 lease liabilities, totalled Euro 296,469 thousand, a decrease of Euro 17,901 thousand compared to Euro 314,370 thousand at 31 December 2023.

10