Fiera Milano S p A : Approval of two Related-Party Transactions relating to the amendment of the lease agreements of the Allianz MiCo congress centre

APPROVAL OF TWO RELATED-PARTY TRANSACTIONS RELATING TO THE AMENDMENT OF THE LEASE AGREEMENTS OF THE ALLIANZ MiCo CONGRESS CENTRE

As the Transactions are carried out by Fiera Milano, through Fiera Milano Congressi, with its controlling shareholder Fondazione Fiera Milano, they qualify as related-party transactions pursuant to Consob Regulation No. 17221/2010 ("Consob Regulation") and to the Related Party Transactions Procedure adopted by Fiera Milano (the "RPT Procedure"). Although the respective consideration amounts would classify the Transactions as Related-Party Transactions ("RPTs") of minor importance, they were treated, also for prudential reasons from a RPT perspective, as transactions of major importance, in particular as they amend previous transactions already classified as such.

The Transactions concern amendments to lease agreements relating to the Allianz MiCo Congress Centre, owned by Fondazione Fiera Milano and used by Fiera Milano Congressi, and form part of the broader process of rationalisation, optimisation and enhancement of congress spaces.

In particular, the Transactions include:

• MiCo North Transaction: the amendment of the lease agreement relating to Halls 1 and 2 of the Congress Centre and to the areas designated as offices of Fiera Milano Congressi (the "New Offices"), following the postponement of the delivery date of the New Offices; this postponement was necessary due to extraordinary works connected with the organisation of the Milano-Cortina 2026 Winter Olympic Games. The reduction in usable space compared to that provided for under the MiCo North lease agreement resulted in a downward redetermination of the lease payments for the financial years 2025 and 2026 payable by Fiera Milano Congressi to Fondazione Fiera Milano, based on the actual use of the spaces, while confirming the full annual lease payment as from 2027;
• MiCo South Transaction: the amendment of the lease agreement relating to Halls 5 and 6 of the Congress Centre, through the inclusion within the contractual perimeter of spaces subject to functional redevelopment works (warehouses, administrative offices and catering facilities), carried out to improve operational efficiency and the quality of congress services, with a consequent increase in the annual lease payment, effective as of 1 January 2026, in line with the higher value and enhanced functionality of the spaces.

The terms and conditions of the Transactions are set out in agreements whose binding proposal, submitted by Fondazione Fiera Milano, was executed today by Fiera Milano Congressi following the meeting of the Board of Directors of Fiera Milano.

In accordance with the provisions of the Consob Regulation and the RPT Procedure, the Transactions were approved by the Board of Directors following the unanimous and binding favourable opinion of the Company's Control and Risk Committee, composed exclusively of independent, non-related directors, regarding the Company's interest in entering into the Transactions, as well as the convenience and substantive fairness of the relevant terms and conditions. With respect to the MiCo South Transaction, the Committee also relied on the support of an independent expert, who certified that the economic terms are fair and consistent with market values.

The information documents relating to the two separate Transactions, prepared pursuant to Article 5 of the Consob Regulation and Article 10 of the RPT Procedure, will be made available to the public within the time limits and in accordance with the procedures set forth by applicable law.

The Transactions form part of the implementation of the Fiera Milano Group's 2024-2027 Strategic Plan and are aimed at the new configuration and rationalisation of the Allianz MiCo Congress Centre spaces, with the objective of strengthening its competitiveness and international attractiveness, while improving operational efficiency and enhancing the value of the Group's congress assets.

Given their overall consideration, the two Transactions are not expected to have any material economic, equity or financial impacts.

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Fiera Milano is the domestic market leader and one of the main integrated operators worldwide in the exhibition and congress sector. The Group manages the leading exhibition site in Italy and the largest convention center in Europe, dominating events in numerous manufacturing sectors: fashion, furniture and furnishings, home and lifestyle, mechanical tooling industry, tourism, professional hospitality, plant engineering and energy, construction and art. Specifically, the business of the Group is focused on the management, organisation and hosting of exhibitions and other events through ensuring the availability of equipped exhibition space, project support and related services. This expertise is complemented by a growing focus on entertainment activities, including experiential events, cultural initiatives, and live performances that enhance the exhibition and congress offering, transforming Fiera Milano into a key destination for both the public and businesses. The Group aims to strengthen its role as an international platform for business development, creating value for exhibitors and visitors through an increasingly integrated offering of services, high-quality content and networking opportunities. Innovation, sustainability and internationalization are the pillars of its growth strategy. Fiera Milano is listed in the STAR segment of the Euronext Milan stock market since 2002.

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