Fiera Milano S p A : Annual Financial and Sustainability Report at 31 December 2025, together with the Independent Auditors’ report and the report of the Board of Statutory Auditors

1. Purpose and Mission 7

2. History of the Group 9

3. Group structure 11

4. Highlights 2025 13

5. The stock market performance of the ........ Fiera Milano share 14

6. Corporate Bodies and Independent Auditing Company 16

7. Call of Ordinary

   Shareholders' Meeting 18

8. Board of Directors' Management

   Report 22

   1. Summary of results and significant events during the year 24

   2. Macroeconomic reference

      framework 28

   3. Income and financial performance for the year

      ended 31 December 2025 33

   4. Business performance

      by operating segment and geographical area 39

   5. Fiera Milano Group personnel 47

   6. Main risk factors

      affecting the Group 48

   7. Significant events after the

      end of the reporting period 58

   8. Business outlook 59

   9. Income and financial performance

      of Fiera Milano SpA 61

   10. Fiera Milano SpA personnel 65

   11. Proposals for the Shareholders' Meeting 66

9. Consolidated Sustainability Statement ... 78

   1. General Information 79

      1. ESG Highlights 2025 80

      2. Identity and sustainability

         strategy 81

      3. Corporate Governance 110

      4. Double materiality, impacts, risks and opportunities (IRO)

         and stakeholder engagement 122

      5. The sustainability regulatory

         system and the Policies 130

      6. Criteria for drafting 132

   2. Environmental information (E) 142

      1. Highlights 2025 143

      2. Environmental Strategy 144

      3. Climate change (E1) 147

      4. Accessibility and sustainable mobility (Entity specific) 158

      5. Air pollution (E2) 164

      6. Resource use

         and circular economy (E5) 166

      7. Taxonomy 175

   3. Social information (S) 185

      1. Highlights 2025 186

      2. Own workforce (S1) 187

      3. Workers

         in the value chain (S2) 239

      4. Contribution to community development (Entity specific) 247

      5. Consumers

         and end users (S4) 254

   4. Governance information (G) 263

      1. Highlights 2025 264

      2. Business Conduct (G1) 265

   5. Certification of the Consolidated Sustainability Statement pursuant to Article 81-ter, paragraph 1, of CONSOB Regulation No. 11971

      of 14 May 1999 as amended 282

   6. Independent

1. Purpose and Mission 7

2. History of the Group 9

3. Group structure 11

4. Highlights 2025 13

5. The stock market performance

   of the Fiera Milano share 14

6. Corporate Bodies

   and Independent Auditing Company 16

7. Call of Ordinary

   Shareholders' Meeting 18

8. Board of Directors' Management

   Report 22

9. Consolidated

1. ‌PURPOSE AND MISSION

   MISSION

   Being among the top five European exhibition operators

   with venues, recognised for their capacity for innovation and the positive impact generated on territories, the economy and industry, enablers of the growth of communities, supply chains and people through the organisation of relevant events and the proposal of innovative and high-value integrated services.

   
   
   

   THE VALUES OF THE NEW 2024-2027 STRATEGIC PLAN

   VALUE PROPOSITION

   Organise and host important events and provide integrated physical and digital services to build valuable and growing experiences for Fiera Milano exhibitors, visitors and partners.

   
   
   

   SUSTAINABLE BUSINESS MODEL

   Leverage sustainability as a competitive advantage and key factor to drive business growth.

   
   
   

   PEOPLE AND ORGANISATION

   Attracting talent and capitalising on human value with a momentum continuing towards innovation, the development of new skills, and personal growth.

   
   
   

   RELATIONSHIPS, RECOGNISABILITY, IDENTITY

   Increase awareness of the value created by the Group among customers, partners, institutions and strengthen the positioning of Fiera Milano.

   
   
   
   
   
2. ‌HISTORY OF THE GROUP

   1920

   The Fiera Campionaria Internazionale was held on the ramparts of Port Venezia, Milan, before transferring in 1923 to a permanent site in the area now occupied by the Citylife residential district.

   
   
   

   1946

   On 12 September, the Fiera Campionaria Internazionale inaugurated the new Fiera Milano exhibition site that had been rebuilt following its destruction during the Second World War. The Exhibition contributes to the economic reconstruction of the country.

   
   
   

   1997

   The Portello site was extended with the opening of three new large halls that increased Fiera Milano's available exhibition space by 74 thousand square metres gross, giving a total of over 348 thousand square metres of space.

   
   
   

   2000

   In February, Ente Autonomo Fiera Internazionale di Milano, a private foundation, was constituted. In October, Fondazione Fiera Milano passed the management of the exhibition sites, the organisation of exhibitions and supply of exhibition services and the congress activities to Fiera Milano SpA.

   
   
   

   2002

   In December, Fiera Milano SpA was listed on the Borsa Italiana. Fiera Milano increased its range of activities by acquiring some important exhibition organisers and enhanced its offering in stand-fitting services, catering, trade publications and internet services.

   
   
   

   2005

   On 31 March, the new Fiera Milano exhibition site in Rho on the outskirts of Milan was inaugurated; the site has 345 thousand square metres of exhibition space. Some of the halls of the downtown site continued in use.

   
   
   

   2008

   An intensive process of internationalisation began when a joint venture was signed with Deutsche Messe AG, the owner of the Hannover exhibition site, targeting regions beyond Europe.

   
   
   

   2011

   MiCo - Milano Congressi opens its doors: the largest and most modern congress centre in Europe, capable of accommodating up to 18,000 people, managed by Fiera Milano Congressi and built by Fondazione Fiera Milano through the conversion of part of the city's exhibition site.

   
   
   

   2015

   The Milan World Expo, for which Fiera Milano served as the Official Operations Partner, was a resounding success. The Fiera Milano Group provided set-up, logistics and facilities management services to both the Expo 2015 company and some of the countries participating in the event.

   
   
   

   2022

   Fiera Milano consolidates post-pandemic restart. With over 50 exhibitions and more than 160 congresses and training events held during the year, the resumption of the exhibition and congress business has enabled the Group to once again play its role as an industrial policy instrument at the service of companies.

   
   
   

   2024

   In April, the Group presented its 2024-2027 strategic plan outlining a path of growth and renewal. Fiera Milano's new ambition is clear: to position itself among the top five European exhibition operators with venues, through a sustainable value proposition that interprets the ongoing transformation and lays a solid foundation for future growth, with a long-term perspective guaranteeing maximum profit and optimising the resources employed.

   
   
   

   2025

   Fiera Milano becomes a Partner and Venue of the Olympic and Paralympic Games Milano Cortina 2026, starting and creating the spaces intended to host sports competitions (Speed Skating competitions and Ice Hockey matches), operational and logistical

   areas, and the International Broadcast & Media Centre, confirming its role as a strategic infrastructure for major international events.

   
   
   
   
   

   ‌STRUTTURA DEL GRUPPO

3. GROUP STRUCTURE

   Italian Exhibitions Business

   Foreign Exhibitions Business

   100%

   Congresses

   100%

   Other sectors

   51% 100% 99.99% 0.01% 51% 85% 49% 70%

   Expotrans PTE LTD.

EMAC S.r.l.

Hannover Milano Global Germany

Hannover Milan XZQ Exhibitions (Shenzhen)

Hannover Milano Fairs India

Hannover Milano Fairs China

Hannover Milano Fairs Shanghai

Hannover Milano Best Exhibitions (Guangzhou)

1. HIGHLIGHTS 2025
   
   

   PERFORMANCE

   380 Euro mln

   Revenues

   132 Euro mln

   EBITDA

   77.6%

   Italian Exhibitions Business

   1.4%

   Foreign Exhibitions Business

   15.3%

   Congresses

   5.7%

   Other Sectors

   BUSINESS

   of which abroad

   
   
   

   of which abroad

   194 28 42,305 10,050

   Number of exhibitions and congress events

   Number of exhibitors

   EXHIBITION SPACES of which

   1,929,183

   Net occupied area

   m

   2

   399,000

   Gross exhibition capacity

   m

   2

   of which abroad

   492,225 m2

   345,000 m2

   at the fieramilano exhibition site

   54,000 m2

   at the fieramilanocity exhibition site

   HUMAN RESOURCES

   860 103

   Number of employees in the Group

   of which abroad

   59

   of which

   % 26

   %

   50%

   Presence of women in the Group

   Managers

   Middle Managers

   
   
   
   
   
2. ‌THE STOCK MARKET PERFORMANCE OF THE FIERA MILANO SHARE

   Fiera Milano S.p.A. has been listed on the Euronext STAR segment of Borsa Italiana since 12 December 2002 (FM.MI; ISIN code IT0003365613). The STAR segment (Securities Segment with High Requirements) comprises companies with a capitalisation of between Euro 40 million and Euro 1 billion, which are distinguished by their adherence to particularly rigorous standards in the areas of corporate governance, transparency of information and stock liquidity.

   Below is the graph showing the trend of the Fiera Milano share price and the related trading volumes in 2025.

   TREND IN FIERA MILANO SHARE PRICE AND RELATED TRADING VOLUMES IN 2025

   (euro) Volumes

   9 700

   8 600

   500

   7

   400

   6

   300

   5

   200

   4 100

   3 0

   dec-24

   Jan-25

   Feb-25

   Mar-25

   Apr-25

   May-25

   Jun-25

   Jul-25

   Aug-25

   Sep-25

   Oct-25

   Nov-25

   Dec-25

   Fiera Milano share price (in Euro) Volumes
   
   

   During 2025, the Fiera Milano stock showed a decidedly positive share performance, going from Euro 4.47 at 30 December 2024 to Euro 7.83 at 30 December 2025 and confirming a significant appreciation in the value expressed by the market.

   In the first quarter, the stock decisively started a repricing phase already in the first weeks of the year, exceeding the €5 threshold by the end of January and reaching about €5.5 in mid-February, and then remaining stable in the

   €5.0-€5.4 range, showing a first consolidation phase at levels higher than at the start of the year.

   In the second quarter there was a temporary decline at the beginning of April to around €4.5, followed by a gradual recovery that brought the stock back into the €5.2- €5.9 range, with the end of the first half around €5.9. This dynamic helped to further strengthen the price base and investor confidence.

   In the third quarter the growth path continued with greater intensity: at the end of July the stock exceeded the €6 threshold and in August it was in the €6.5- €7 range, consolidating in September levels between €7.0 and €7.4, confirming a renewed market interest.

   In the fourth quarter, the stock remained at high levels, reaching values between €7.8 and €8.2 between the end of October and November and closing the year at €7.83. Overall, the year's performance shows a progressive improvement in the stock's positioning and a strengthening of market confidence in the company's growth prospects.

   To support this trend, during the year the Company was included among the Best Picks of a leading equity research operator, a selection that gathers a limited number of securities considered particularly attractive on the basis of prospects and fundamentals, with a positive effect in terms of the visibility of the stock within the financial community. In addition, in the last quarter of 2025 the Fiera Milano stock became part of the FTSE Italia Mid Cap index, an index promoted by FTSE Russell (London Stock Exchange Group), with the transition from the Small Cap segment to the Mid Cap segment. The inclusion in the Mid Cap Index represents an important recognition in terms of size, liquidity and market relevance, helping to further expand the visibility of the stock and the audience of potential investors.

   Fiera Milano

   Fiera Milano

   LISTING AND CAPITALISATION FROM 30 DECEMBER 2024 TO 30 DECEMBER 2025

   PRICES (EURO)
   AS AT 30/12/2024	MAX	MIN	AS AT 30/12/2025
   4.47	8.17	4.13	7.83

   CAPITALISATION (MILLIONS OF EURO)
   AS AT 30/12/2024	MAX	MIN	AS AT 30/12/2025
   321.5	587.6	297.0	563.1

   
   
   
   
   
3. ‌CORPORATE BODIES AND INDEPENDENT AUDITING COMPANY

   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 pursuant to Article 148, paragraph 3 of Legislative Decree No. 58 of 24 February 1998 and pursuant to the Corporate Governance Code of Borsa Italiana.

   CONTROL AND RISK COMMITTEE

   Michaela Castelli

   Paola Annamaria Petrone Ferruccio Resta

   APPOINTMENTS AND REMUNERATION COMMITTEE

   Agostino Santoni Regina De Albertis Monica Poggio

   SUSTAINABILITY COMMITTEE

   Ferruccio Resta Michaela Castelli Elena Vasco

   BOARD OF STATUTORY AUDITORS

   Alessandro Angelo Solidoro Chairperson

   Monica Mannino Standing Statutory Auditor

   Piero Antonio Capitini Standing Statutory Auditor

   Emanuela Valdosti Substitute Statutory Auditor Massimo Luigi Roberto Invernizzi Substitute Statutory Auditor

   FINANCIAL REPORTING OFFICER ITALIAN LAW 262/2005

   Massimo De Tullio

   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 vested with the broadest powers for the ordinary or extraordinary administration of the company; in particular, it has the right to perform all acts it deems appropriate or useful for the achievement of corporate purposes, excluding only those acts that the law reserves to 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.

   
   
   
4. ‌CALL OF ORDINARY SHAREHOLDERS' MEETING

   FIERA MILANO SPA

   REGISTERED OFFICE: MILAN, PIAZZALE CARLO MAGNO 1 OPERATIONAL OFFICE: RHO (MI), S.S. DEL SEMPIONE 28 ADMINISTRATIVE OFFICE: RHO (MI), LARGO FIERA MILANO 5 MILAN COMPANIES REGISTER

   TAX CODE AND VAT NO. 13194800150

   ORDINARY SHAREHOLDERS' MEETING CALL

   The Shareholders' Meeting of Fiera Milano S.p.A. (hereinafter, the "Company") is convened in a single call for 22 April 2026, at 3.00 p.m., to discuss and pass resolutions pertaining to and resulting from the matters of the following

   AGENDA

   1. Approval of the Financial Statements as at 31 December 2025, accompanied by the Board of Directors' Management Report - including the Consolidated Sustainability Reporting - the Report of the Board of Statutory Auditors and the Report of the Independent Auditing Company. Presentation of the Consolidated Financial Statements as at 31 December 2025.

   2. Allocation of the profit for the year 2025 and distribution of the dividend.

   3. Report on the Remuneration Policy and Remuneration paid pursuant to Article 123-ter of Italian Legislative Decree 58/1998: binding decision on the first section.

   4. Report on the Remuneration Policy and Remuneration paid pursuant to Article 123-ter of Italian Legislative Decree 58/1998: non-binding decision on the second section.

   5. Appointment of the Board of Directors:

      1. determination of the number of members;

      2. determination of the duration of the appointment;

      3. appointment of Directors;

      4. appointment of the Chairman;

      5. determination of remuneration.

   6. Approval of an Incentive Plan pursuant to Art. 114 bis of Legislative Decree 58/1998.

   7. Authorisation to purchase and dispose of treasury shares pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, subject to revocation, for the part not executed, of the resolution adopted by the Shareholders' Meeting on 23 April 2025.

   INFORMATION RELATING TO THE SHARE CAPITAL

   The subscribed and paid-up share capital of the Company is equal to Euro 42,445,141.00 and is made up of 71,917,829 shares with no par value. The shares are indivisible and carry one voting right each, except in the case of treasury shares which do not have this right. As of today, the Company owns n. 998.466 treasury shares, equal to 1,39% of the share capital.

   ENTITLEMENT TO PARTICIPATE IN THE SHAREHOLDERS' MEETING.

   Pursuant to the law and Article 12 of the Articles of Association, the right to participate in the Shareholders' Meeting and exercise the right to vote is certified by a notification to the company, made by the authorised intermediary in accordance with its accounting records. The intermediary does this on behalf of the person entitled to vote, based on evidence recorded at the end of the accounting day of the seventh trading day before the date set for the Shareholders' Meeting (i.e. 13 April 2026, the "record date"); credit and debit entries made to the accounts after this deadline are not relevant for the purposes of entitlement to exercise voting rights at the Shareholders' Meeting. Accordingly, those who only hold shares in the Company after that date will not be entitled to participate and vote in the Shareholders' Meeting. The notification from the intermediary mentioned above must reach the company by close of business on the third trading day before the date of the Shareholders' Meeting (i.e. by 17 April 2026).

   Entitlement to participate and vote remains unaffected if the notice is received by the Company after the aforementioned deadline, provided that it is received before the Shareholders' Meeting proceedings commence. Please note that the notice to the Company is made by the authorised intermediary at the request of the entitled party.

   REPRESENTATION IN THE SHAREHOLDERS' MEETING.

   Pursuant to Article 135-undecies.1 of Legislative Decree 58/98 (hereinafter, the "Consolidated Finance Act") and Article 12.4 of the Articles of Association, the Company has determined that attendance at the Shareholders' Meeting shall take place exclusively through Computershare S.p.A. - with registered office in Milan, via Lorenzo Mascheroni 19 - which has been designated for this purpose as the Appointed Representative pursuant to Article 135-undecies.1 of the Consolidated Finance Act. Personal attendance or participation by proxy granted to third parties is not permitted.

   Persons entitled by law to participate in the Shareholders' Meeting may attend exclusively by means of telecommunications, in the manner that will be made known by the company to the aforementioned persons.

   The proxy to the Designated Representative pursuant to Article 135-undecies.1 must be issued by signing the proxy form "Proxy Form and Voting Instructions to Computershare S.p.A. as Designated Representative", available as of 13 March 2026 (i.e. the date of publication of the notice of call) on the Company's website www. fieramilano.it in the "Investors/Governance/Shareholders' Meeting" section. Pursuant to Article 135-undecies.1 of the Consolidated Finance Act, the proxy with the voting instructions, together with a copy of a valid ID document, must be submitted, according to the instructions on the proxy form itself, by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e. by 20 April 2026). A proxy so conferred shall be effective only for those proposals in respect of which voting instructions have been given. The proxy and voting instructions are revocable within the same period as above (i.e. by 20 April 2026).

   It is also specified that the Appointed Representative may also be granted proxies or sub-delegations pursuant to Article 135-novies of the Consolidated Finance Act, as an exception to Article 135-undecies, paragraph 4, of the Consolidated Finance Act, exclusively by means of the aforementioned proxy form.

   The notice to the Company issued by the intermediary, certifying the entitlement to participate in the Shareholders' Meeting, is also required in the event of the granting of proxy or sub-delegation to the Company's Designated Representative; Therefore, in the absence of the aforementioned notice, the delegation and/or sub-delegation shall be deemed null and void.

   The Designated Representative will be available for clarification or information at 0246776815/14 or at the email address [email protected].

   ADDITIONS TO THE AGENDA.

   Shareholders who, either individually or collectively, represent at least one-fortieth of the company's share capital may submit a written request within ten days following the publication of this notice (i.e. 23 March 2026) and, in compliance with the provisions of art. 126-bis of the Consolidated Finance Act and art. 10.3 of the Articles

   of Association, the integration of the list of matters to be dealt with, indicating in the application the additional topics proposed or the further proposals for resolution on matters already on the agenda. These applications, together with the certification attesting ownership of the shareholding, must reach the company by notification to the certified email address [email protected], or by registered mail with return receipt at the company's administrative headquarters in Rho (MI), Largo Fiera Milano 5 (Investor Relations Office). A report must be submitted to the Board of Directors of the Company by the same deadline and under the same procedures, stating the reasons for the additional resolution proposals submitted, or the reasons for the additional resolution proposals submitted on items already on the agenda.

   Additions to the agenda or the presentation of further proposed resolutions on items already on the agenda shall be announced, in the same form prescribed for the publication of the notice of call, at least fifteen days prior to the date set for the Shareholders' Meeting.

   Concurrently with the publication of the announcement of additions to the agenda or the submission of further proposals for resolutions on items already on the agenda, the company shall make available to the public the aforementioned report, accompanied by its own assessments, if any, in accordance with the procedures set forth in Article 125-ter, paragraph 1 of the Consolidated Finance Act. A request for an addition to the agenda is not permitted for items on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Directors or on the basis of a draft or report prepared by them.

   PRESENTATION OF INDIVIDUAL PROPOSALS FOR RESOLUTIONS.

   The submission of resolution proposals at the Shareholders' Meeting is not permitted. Those entitled to vote may individually submit resolution proposals on the items on the agenda, or proposals whose submission is otherwise permitted by law, by the fifteenth day prior to the date of the Shareholders' Meeting (i.e. 7 April 2026).

   Such proposals must be sent to the certified email address [email protected] or, by registered letter with return receipt to the administrative headquarters of the company, in Rho (MI), Largo Fiera Milano 5 (Investor Relations Office), together with a copy of the identity document and the documentation certifying entitlement to participate and exercise voting rights in accordance with the law.

   It is recommended that proposals be formulated in a clear and comprehensive way, preferably accompanied by a report stating the reasons for the proposal.

   After verifying the relevance of the proposals to the agenda, as well as their completeness and compliance with applicable regulations, within two days following the deadline for submission (i.e. by 9 April 2026), the Company will disclose all proposals (and any accompanying explanatory reports) received by the aforementioned deadline. These will be made available at the Company's registered office and published on its website at www.fieramilano. it in the "Investors/Governance/Shareholders' Meeting" section, as well as on the authorised storage mechanism www.emarketstorage.com.

   APPOINTMENT OF THE BOARD OF DIRECTORS.

   With reference to item five on the agenda, it is recalled that, pursuant to Art. 14 of the Articles of Association, directors will be elected on the basis of lists that may be submitted by Shareholders who, alone or together with other Shareholders, represent a total of at least 2.5% of the voting capital in the Shareholders' Meeting. At least twenty-five days before the date set for the Shareholders' Meeting (i.e. by 28 March 2026), Shareholders are invited to submit their proposals for appointment as Directors to the certified email address fieramilano@legalmail. it, or by registered letter with acknowledgement of receipt to the Company's operational and administrative headquarters in Rho (MI), Largo Fiera Milano 5 (Corporate Affairs Office), accompanied by information regarding both the identity of the shareholders who submitted the list and the total percentage of shares held by them, as well as the certification issued in accordance with the law by authorised intermediaries, confirming ownership of the shares.

   Certifications proving the ownership of the shareholding on the date on which the lists are filed may also be produced at a later date provided that it is no later than the twenty-first day prior to the date set for the Shareholders' Meeting (i.e. by 1 April 2026).

   Together with the lists, at least twenty-five days before the date set for the Meeting, pursuant to Article 14.4 of the Articles of Association, the following must be filed: (i) declarations in which the individual candidates accept, under their own responsibility, their candidacy and certify that there are no grounds for ineligibility or incompatibility and that they meet the requirements prescribed by current legislation for assuming office, including any indication by

   them of the independence requirements established for auditors by current legal provisions and those provided for by the current Corporate Governance Code and of any administrative and control positions held in other companies, including unlisted companies. The declarations must certify that each candidate possesses the capacity for independent judgement and contain an express commitment by the individual candidate to exercise and maintain their independence of judgement throughout their term of office, free from any external influence, as well as an express commitment to devote sufficient time to the position to perform their duties correctly and diligently and, in any case, not to take on other administrative or control positions in violation of the provisions of the Company's internal regulations on the accumulation of positions; (ii) the curriculum vitae detailing the personal and professional characteristics of each candidate, indicating any administrative and control positions held, including in the past, in other companies (to be updated and promptly communicated to the Company in the event of any changes prior to the actual holding of the Shareholders' Meeting).

   Please note that lists submitted without complying with the relevant statutory provisions will be considered as not submitted.

   At least twenty-one days prior to the date scheduled for the Shareholders' Meeting (i.e. 1 April 2026), the lists will be made available to the public at the Company's registered office in Milan, Piazzale Carlo Magno no. 1, at the administrative office in Rho (MI), Largo Fiera Milano 5, (Office Reception), as well as on the Company's website www. fieramilano.it in the 'Investors' section and on the authorised storage mechanism www.emarketstorage.com.

   For further information on the appointment of the Board of Directors, please refer to the illustrative report prepared by the Board of Directors pursuant to Art. 125-ter of the Consolidated Finance Act and made available to the public within the terms and according to the procedures set forth by law.

   Those wishing to submit a list for the appointment of the Board of Directors are invited to review the 'Guideline on the Quantitative and Qualitative Composition of the New Board of Directors of Fiera Milano S.p.A. for the three years 2026-2028', approved by the Board of Directors on 18 February 2026 and made available to the public on the same date on the Company's website www.fieramilano.it (in the section 'Investors/Governance/Shareholders' Meeting') and on the authorised storage mechanism www.emarketstorage.com.

   RIGHT TO ASK QUESTIONS ON AGENDA ITEMS.

   Those entitled to vote may ask questions on the items on the agenda only before the Shareholders' Meeting, in accordance with the provisions of Article 127-ter of the Consolidated Finance Act and Article 135-undecies. 1, paragraph 3, of the Consolidated Finance Act, by sending them by certified email to [email protected], or by registered letter with acknowledgement of receipt to the Company's administrative headquarters (Investor Relations Office). Such questions must be received by the company by the end of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e. 13 April 2026). Pursuant to Article 135-undecies.1, paragraph 3, of the Consolidated Finance Act, answers to questions received will be published on the Company's website www.fieramilano.it, in the 'Investors/Governance/Shareholders' Meeting' section, by the third trading day prior to the date of the Shareholders' Meeting (i.e. 17 April 2026), with the Company having the right to provide a single response to questions with the same content.

   DOCUMENTATION AND INFORMATION.

   The Board of Directors' Reports on the items on the agenda and the proposed resolutions will be made available to Shareholders and the public on 13 March 2026. The additional documentation relating to the items on the agenda, as required by the regulations in force, will be made available to shareholders and the public within the legal and regulatory deadlines. Within the aforementioned deadlines, the said documents will therefore be available at the Company's registered office and at the operating and administrative headquarters in Rho (MI), Largo Fiera Milano 5, Centro Servizi (office reception), on the Company's website www.fieramilano.it (in the section "Investors/Governance/Shareholders' Meeting") and on the authorised storage mechanism www. emarketstorage.com. Shareholders have the right to obtain a copy of the above-mentioned documentation.

   Rho (Milan), 13 March 2026

   The Chairperson of the Board of Directors Carlo Bonomi

5. ‌BOARD OF DIRECTORS' MANAGEMENT REPORT
   1. Summary of results and significant events

      during the year 24

   2. Macroeconomic reference

      framework 28

   3. Income and financial performance for the year ended 31 December 2025 33
   4. Business performance by operating segment and geographical area 39
   5. Fiera Milano Group personnel 47
   6. Main risk factors affecting the Group 48
   7. Significant events after the end of the reporting period 58
   8. Business outlook 59
   9. Income and financial performance of Fiera Milano SpA 61
   10. Fiera Milano SpA personnel 65
   11. Proposals for

1. BOARD OF DIRECTORS' MANAGEMENT REPORT

   1. Summary of results and significant events during the year 24

   2. Macroeconomic reference framework 28

   3. Income and financial performance for the year ended 31 December 2025 33

   4. Business performance by operating segment and geographical area 39

   5. Fiera Milano Group personnel 47

   6. Main risk factors affecting the Group 48

   7. Significant events after the end of the reporting period 58

   8. Business outlook 59

   9. Income and financial performance of Fiera Milano SpA 61

   10. Fiera Milano SpA personnel 65

   11. Proposals for the Shareholders' Meeting 66

1. ‌Summary of results and significant events during the year

   EXHIBITION BUSINESS

   In the events portfolio in Italy in 2025, numerous events stood out, in particular in the fashion sector, including Milano Unica, Mido, Milano Fashion&Jewels, Micam Milano, Mipel, TheOneMilano and Lineapelle. The Salone del Mobile has confirmed its status as an international reference point in design. Among the events of particular importance is EICMA, in addition to the integrated exhibition platforms dedicated to the industrial supply chain and the construction sector, such as Innovation Alliance, the four simultaneous events - GreenPlast, Ipack-Ima, Print4All and Intralogistica Italia and MIBA - Milan International Building Alliance (Security, SBE, Gee and made Expo).

   Among the events directly organised, Host stood out in a particular way, confirming its role as a leading global exhibition for the professional hospitality sector. Also noteworthy are the first edition in Rho of BIT and Miart, the international fair of modern and contemporary art, organized in the spaces of Allianz MiCo, as well as the positive results of Tuttofood, increasingly recognised as an international reference platform for the agri-food industry. The results of the year were also supported by the introduction of new events, including Racquet Trend Expo, Artigiano in Fiera - Summer Preview and NetZero Milan.

   CONGRESS BUSINESS

   The Congresses sector with 117 events hosted during the year, many of them of international importance, recorded an excellent performance that was driven by events such as Asian Development Bank Annual Meeting 2025 and the Congress of the European Hematology Association, as well as medical-scientific congresses such as EAPC 2025 - ESC Preventive Cardiology, ESH 2025 - European Meeting on Hypertension and Cardiovascular Protection and FIF - Professional Physiotherapy Exhibition.

   Allianz MiCo also hosted leading scientific and sectoral events, including BIO-Europe Spring, Intergraf and the Antarctic Treaty Consultative Meetings (ATCM), as well as important national business events such as Salone del Risparmio, Packaging Première & PCD Milan and Netcomm Forum. On the occasion of the Wizz Air Milano Marathon, the congress centre finally hosted the Milano Running Festival, on about 8,000 square metres of exhibition area.

   ACTIVITIES ABROAD

   One of the main events of 2025 is the Investec Cape Town Art Fair, an important event for contemporary art on the African continent.

   In Brazil, where the local subsidiary organised 5 events, the second edition of Fruit Attraction São Paulo, Exposec and the second edition of Esquadria were held, organised jointly with NürnbergMesse. In China, 20 events were held, including CDIIF - Chengdu International Industry Fair, GITF, Domotex, LET China, International Fastener Show China, Metallurgy China, MWCs - Metalworking and CNC Machine Tool Show and Industrial Automation Show China. The third edition of FIND - Design Fair Asia took place in Singapore.

   The Group's main economic and financial data are shown in the next table. When reading these figures, it should be remembered that the Group's business is seasonal due to exhibitions that take place every two years or at longer intervals. This can make it more difficult to compare results from different financial years.

   FIERA MILANO GROUP SUMMARY OF KEY FIGURES

   (Amounts in Euro '000) Revenues from sales and services	Year ended Year ended at 31/12/25 at 31/12/24
   	379,887	273,152
   EBITDA (a)	131,524	83,550
   EBIT	79,377	31,928
   Profit/(loss) from continuing operations	50,791	19,143
   Net profit (loss):	50,791	19,143
   - attributable to the shareholders of the controlling entity	50,301	19,273
   - attributable to non-controlling interests	490	-130
   Net capital employed (b)	350,664	410,865
   covered by:
   Group equity	181,291	156,664
   Equity attributable to non-controlling interests	5,450	406
   Net financial debt/(cash) before IFRS 16 effects	-157,244	-77,841
   Total net financial debt/(cash)	163,923	253,795
   Investments (continuing operations and assets held for sale)	25,806	4,770
   Employees (permanent staff at period end)	860	745

   1. EBITDA means operating income before depreciation, amortisation and adjustments to non-current assets.

   2. Net capital employed is the sum of non-current assets, non-current liabilities and net working capital.

   The main transactions and operations during the year are described below.

   FIERA MILANO PARTNER OF THE MILAN CORTINA 2026 WINTER OLYMPIC AND PARALYMPIC GAMES

   In January, Fiera Milano and Fondazione Milano Cortina 2026 have signed a partnership agreement for the start of a strategic collaboration that defines Fiera Milano's entry into the team of partners of Milano Cortina 2026. The spaces of Fiera Milano hosted some of the most important races of the winter exhibition and beyond: Speed Skating competitions and some Ice Hockey tournament matches were held in the two specially remodelled halls inside the exhibition site in Rho. The Allianz MiCo congress centre instead welcomed all Italian and international media for the entire duration of the Olympic event. The partnership has significantly helped promote the Italian image as a hub of innovation and dynamism, as well as strengthen the link between tradition and modernity that characterises the project and the soul of Milano Cortina 2026. By becoming a partner of Milano Cortina 2026, Fiera Milano has strengthened its identity and confirmed its ability to be, to all intents and purposes, an international entity capable of hosting and organising not only exhibitions but also sporting, cultural and musical events.

   On 18 June, Fiera Milano was announced as the winner of the Milano Cortina 2026 Foundation's consultation for the procurement of services related to the design, operational management, and decommissioning of the temporary infrastructure to be hosted at the Rho exhibition site for the 2026 speed skating and ice hockey events. The total value of the contract is estimated at Euro 30 million.

   ACQUISITION OF EXPOTRANS

   On 15 April 2025 Fiera Milano SpA signed a binding agreement to acquire 51% of the share capital of Expotrans SpA, Italy's leading company in logistics services for exhibitions, congresses and international events. The closing took place on 29 April 2025. The transaction is part of the strategy outlined in the 2024-2027 Strategic Plan, which envisages an expansion of the Group along the value chain and the strengthening of Fiera Milano's position as a provider of integrated services for exhibitors and event organisers. In particular, the acquisition of Expotrans SpA aims to internalise the management of exhibition logistics, optimising goods handling flows within the Rho exhibition site and expanding the range of national and international shipping services to exhibitors and organisers. The transaction provides for the management and coordination to be exercised by Fiera Milano SpA, enabling the full consolidation of the investment. The acquisition took place for a total value of Euro 7.2 million paid at closing, including a price adjustment based mainly on the net financial position of Euro 0.9 million. The entire consideration was financed from available cash resources. The agreement envisaged a put/call option on the remaining 49% of the shares, exercisable upon approval of the 2028 financial statements, with a maximum value of Euro 13.7 million for the remaining shares, bringing the transaction to a maximum total value of Euro 20 million in addition to the net financial position. This structure was designed to guarantee managerial stability and the transfer of know-how, ensuring the commitment of the current management and a solid management continuity.

   ACQUISITION OF EMAC SRL

   On 18 July 2025 Fiera Milano signed an agreement to acquire 35% of the share capital of EMAC S.r.l., the organiser of Milano AutoClassica, one of Italy's leading B2C exhibitions in the classic and sports car sector (the 'Transaction').

   The Transaction is part of the initiatives envisaged in the 2024-2027 Strategic Plan, with the aim of strengthening the exhibition portfolio and the development of direct organisational activities.

   The entry into EMAC takes place in an alliance with Italian Exhibition Group (IEG) and Mosaico S.r.l., a company owned by Andrea Martini. The three entities will hold the following shares in the new company: Fiera Milano: 35%, IEG: 35%, Mosaico: 30%.

   EMAC will own not only the Milano AutoClassica brand, but also the Vicenza Classic Car Show (VCCS), a new exhibition launched in 2024 by IEG and Mosaico in Vicenza and integrated into EMAC following the agreement between the parties. This dual ownership aims to develop a national platform of reference in the classic car sector, coordinating the exhibition offer between the North-East and Lombardy.

   The consideration for the acquisition was equal to Euro 658 thousand including the price adjustment to take into account the change in the net financial position with respect to the estimated value. The entire consideration was financed from available cash resources. The agreement also provided for an earn-out clause obtained by applying a multiple to the average EBITDA for the years 2027 and 2028, with a minimum of Euro 658 thousand (floor) and a maximum of Euro 1,137 thousand (cap).

   The Operation allows Fiera Milano to guarantee continuity and strategic control over the Milan AutoClassica exhibition, preserving its margins and strengthening its evolutionary potential; at the same time, it allows the construction of an Italian platform integrated into the vintage car sector. The agreement also paves the way for the development of commercial and communication synergies between Milano AutoClassica and Vicenza Classic Car Show, with the aim of optimising targets, contents and visibility, and strengthens industrial cooperation with Italian Exhibition Group, promoting system logics between the two main listed Italian exhibition groups.

   OTHER INFORMATION

   On 23 April 2025, the Ordinary Shareholders' Meeting of the parent company took place, which approved the financial statements as at 31 December 2024 and resolved: to distribute a gross ordinary dividend of Euro 0.20 for each ordinary share entitled, based on the amount of the profit for the year 2024 of Euro 13,359,829.69 and on the profits carried forward from previous years for Euro 866,056.91, carrying forward the amount of the profit for the year that remains net of the aforementioned distribution. The Ordinary Shareholders' Meeting resolved in favour of the contents of Section One and Section Two of the Remuneration Report, concerning the Company's policy on the remuneration of the members of the Board of Directors, Key Executives, and members of the

   Company's Board of Statutory Auditors. The Shareholders' Meeting also approved the authorisation to purchase and dispose of treasury shares under articles 2357 and 2357-ter of the Italian Civil Code.

   SHARE BUYBACK PLAN

   On 4 June 2025, the Parent Company announced the start of the share buyback programme, in execution of the authorisation granted by the Ordinary Shareholders' Meeting of 23 April 2025 and the resolution passed by the Board of Directors on 13 May 2025. The aim of the programme is to increase the portfolio of treasury shares to be used to service existing and future share incentive plans reserved for the Company's directors and/or employees, with specific reference to the 2023-2025 Performance Shares Plan and the 2024-2027 Diffuse Share Ownership Plan. The buyback programme was completed on 1 October 2025, reaching 169,452 shares purchased at an average price of Euro 6.65 per share for a value of Euro 1,127 thousand.

   
   
   

   At 31 December 2025, the Company holds 998,466 treasury shares, equal to 1.39% of the share capital.

2. ‌Macroeconomic reference framework