Fiera Milano Spa MIL:FM

Fiera Milano S p A : Half-Year Report at 30 June 2025, together with the Independent Auditors’ report

Published

Source: MarketScreener



Half-year Financial Report at 30 June 2025

(First half of FY2025)

This document is available in the Investors section of the Company website,

https://www.fieramilano.it

This document contains a faithful translation in English of the original report in Italian "Relazione finanziaria semestrale al 30 giugno 2025".

However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian. The Italian version of the Relazione finanziaria semestrale al 30 giugno 2025 shall prevail upon the English version.

Fiera Milano SpA

Registered office: Piazzale Carlo Magno, 1 - 20149 Milan Operational office: Strada Statale del Sempione, 28 - 20017 Rho (Milan)

Administrative office: Largo Fiera Milano, 5 - 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), 31 July 2025

Contents

Page

Corporate Bodies and Independent Auditor 3

Business model 4

Group structure 5

HIGHLIGHTS OF THE FIRST SEMESTER 2025 6

Fiera Milano Group Half-year Financial Report

  • Interim report on operations

    • Summary of results and significant events in the first half of the year 7

      • Main sustainability initiatives of the semester 11

      • Business performance by operating segment and by geographic area 20

      • Information on related-party transactions 25

      • Group personnel 25

      • Risk factors affecting the Group 25

      • Key data of the companies of the Group 37

      • Significant events after the end of the reporting period 39

      • Business outlook 39

  • Interim Condensed Consolidated Financial Statements at 30 June 2025

  • Consolidated Statement of Financial Position 42

  • Consolidated Statement of Comprehensive Income 43

  • Consolidated Cash Flows 44

  • Consolidated Statement of Changes in Equity 45

  • Illustrative notes:

    • Accounting standards and consolidation criteria 46

    • Information on acquisition transactions 49

    • Disclosure on subsidiaries, joint ventures and associates 51

    • Segment information 56

    • Notes to the Interim Condensed Consolidated Financial Statements 59

    • Attachment 1 - List of companies included in the consolidation area and other investments 93

at 30 June 2025

Declaration relating to the Interim Condensed Consolidated Financial Statements in accordance with Article 154-bis paragraph 5 of Legislative Decree 58/98 94

Independent Auditor's Report 95

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 REMUNERATION COMMITTEE

SUSTAINABILITY 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.

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: this segment covers all activities for the organisation and hosting of exhibitions and other events in Italy through the use, promotion and offer of furnished exhibition spaces; the provision of stand-fitting, technical and site services associated with exhibition and congress business; 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 congresses and training courses. This includes the business of staging exhibitions (and providing final services to exhibitors and visitors):

    • that are directly organised by the Group or in partnership with third parties;

    • organised by third parties, through contracting out of spaces and services.

      These activities are carried out by the Controlling Entity Fiera Milano SpA, Ipack Ima Srl, Nolostand SpA, MADE eventi Srl, Ge.Fi. SpA and Fiere di Parma SpA.

  • 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, of project support and of 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.

    These activities are carried out by:

    • Hannover Milano Global Germany GmbH, a joint venture with Deutsche Messe AG of Hannover, which operates in China through two subsidiaries, Hannover Milano Fairs China Ltd, and Hannover Milano Fairs Shanghai Co. Ltd and its subsidiaries Hannover Milano Best Exhibitions Co. Ltd of which 51% is held and Hannover Milano XZQ Exhibitions of which 60% is held. In addition, it is active through the subsidiary Hannover Milano Fairs India Pvt Ltd;

    • Fiera Milano Brasil Ltda based in São Paulo;

    • Fiera Milano Exhibitions Africa PTY Ltd based in Cape Town.

  • Congresses: this segment refers to the management of conferences and events and destination management services by Fiera Milano Congressi SpA and MiCo DMC Srl.

  • Other sectors: this sector currently includes transport and logistics services for trade fairs, congresses and international events. The activities are carried out by the companies Expotrans SpA, Event Logistics Team Srl and Expotrans Pte. Ltd.

Group structure


Highlights of the first half of 2025

PERFORMANCE

Consolidated revenues: Euro 178 million.

BREAKDOWN OF REVENUES BY OPERATING SEGMENT

(gross of inter-segment transactions)

Foreign Exhibitions Business; 2.3%

Other sectors; 3.7%

Congresses; 20.2%

Italian Exhibitions Business; 73.8%



BUSINESS

Number of exhibitions held:

39, of which 11 abroad.

Number of exhibitors:

21,457, of which 4,425 abroad

EXHIBITION SPACE

Net exhibition space occupied:

903,511 square metres

of which 146,350 square metres abroad.

Total gross exhibition space:

399,000 square metres

of which

345,000 square metres

in the fieramilano exhibition site

54,000 square metres

in the fieramilanocity exhibition site

Interim report on operations Summary of results and significant events in the first half of the year

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 financial year to 31 December 2024.

Fiera Milano Group Summary of key figures

Full year at 31/12/24

1st Half at 30/06/25

1st Half at 30/06/24

(Amounts in € '000)

273,152

Revenues from sales and services

177,870

144,382

83,550

EBITDA (a)

63,093

54,589

31,928

EBIT

37,541

28,715

19,143

Net profit/(loss) of the period from continuing operations

23,131

22,644

- Net profit/(loss) of the period from discontinued operations

-

-

19,143

Net profit/(loss)

23,131

22,644

19,273

- Attributable to the shareholders of the controlling entity

22,876

22,727

-130

- Attributable to non-controlling interests

255

(83)

410,865

Net capital employed (b)

373,085

461,465

covered by:

156,664

Equity attributable to the Group

154,221

160,848

406

Equity attributable to non-controlling interests

1,620

452

(77,841)

Net financial debt/(cash) before IFRS 16 effects

(119,116)

(63,577)

253,795

Total net financial debt/(cash)

217,244

300,165

4,770

Investments (continuing operations and assets held for sale)

3,329

1,210

745

Employees (no. of permanent employees at end of period)

848

727

  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 liabilit ies and net working capital.

Consolidated revenues in the first half of 2025 amounted to Euro 178 million, compared to Euro 144 million in the first half of 2024.

EXHIBITION BUSINESS

In the first six months of 2025, a total of 28 exhibitions were held, occupying 699,995 square metres of exhibition space.

In January, Fiera Milano organised the second edition of Milano Home, an annual exhibition dedicated to the world of living and home décor, with over 600 brands choosing to exhibit at this edition, 34% 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. Also taking place on the same days was PTE - Promotion Trade Exhibition, an exhibition dedicated to the world of advertising items, which featured 115 companies (30% foreign). The total number of professionals present at the exhibition site during the three simultaneous events exceeded 32,000 visitors, 8% of whom were international, coming from over 50 countries.

February saw the return of fashion industry exhibitions. Milano Unica recorded an absolute record of exhibitors (over 700) and an overall participation of 6,500 visiting companies (+10% compared to the 2024 figures). MIDO, the international eyewear exhibition, occupied 7 pavilions and featured almost 1,200 exhibitors (including 930 international ones). The exhibition was attended by over 42,000 people from 168 countries. Meanwhile, 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, recorded

40,449 total professional visitors, 45% which from abroad, from 127 countries. In addition, Fiera Milano hosted Lineapelle, the international exhibition of leather, accessories, components, fabrics, synthetics and models, which was attended by 24,977 professionals - including 18,833 buyers, up 7% on the September 2024 edition - along with 920 exhibitors. In February, Fiera Milano organised BIT - Borsa Internazionale del Turismo. The event was attended by 240 exhibitors from 64 countries. Finally, MyPlant & Garden and Filo. The first, an international horticultural-floricultural event, now in its ninth edition, set new records, exceeding 700 exhibitors and close to 27,000 attendees. Filo, staged in the Allianz MiCo spaces, is the only international exhibition dedicated to yarn and fibre excellence.

In March, Fiera Milano took a leading role in organising (with its partner Next Group, the event's creator, and Padel Trend, co-organiser) the first edition of Racquet Trend Expo, held for the first time at the Fiera Milano exhibition spaces in Rho from 7 to 9 March 2025, the first major international event dedicated to all racquet sports: tennis, padel, pickleball, beach tennis and table tennis. Fiera Milano thus strengthened its role in major live events and, with over 100 exhibitors, Racquet Trend Expo was the first B2C sports event organised by Fiera Milano. The same month saw the 21st edition of Fa' la cosa giusta! the event dedicated to critical consumption and sustainable lifestyles. Thanks to the support of Fiera Milano, the exhibition welcomed 52,200 visitors and almost 450 exhibitors.

The month of April saw the Salone del Mobile reach 302,548 attendees, a figure in line with the Euroluce Biennial 2023, confirming the key role of the exhibition, which this year hosted more than 1,000 exhibitors from 37 countries. Also in the month of April, two events dedicated respectively to the fashion sector and the art world were held: Sì Sposaitalia Collezioni, a fashion-forward exhibition for weddings, grooms, ceremonies and accessories, which brought together more than 200 brands from 21 countries, and Miart, Milan's international modern and contemporary art fair, which hosted 179 galleries coming from 31 countries and 5 continents, with more than 1,200 works on display.

May saw the TUTTOFOOD exhibition, which confirmed itself as an international reference point for the agri-food sector and attracted 95,000 trade visitors, of which 25% from abroad. The exhibition site then hosted Made in Steel, the international biennial exhibition dedicated to the steel supply chain, which hosted more than 19 thousand visitors and 365 exhibiting companies; Issa Pulier, Italy's most important professional cleaning exhibition, which attracted more than 21,000 thousand visitors from 101 countries and 370 exhibitors, and Lamiera, the international event dedicated to sheet metal working and related technologies, with 290 companies, 31% of which from abroad, welcomed 18 thousand professional operators. The month of May also saw the first edition of NetZero Milan, an expo-summit dedicated to decarbonisation in the industrial sector, which was held at Allianz MiCo and provided an opportunity to bring together C-level, corporate decision-makers and international stakeholders to discuss and promote innovative solutions for a zero-emission economy. NetZero Milan represents the first new event that confirmed the successful start of the execution of Fiera Milano's 2024-2027 strategic plan. The Innovation Alliance 2025, which included Ipack-Ima, Print4All, Greenplast and Intralogistica Italia, also took place in May and closed with more than 108,000 attendees from 143 nations and almost 1,550 exhibitors. The event, held at Fiera Milano, highlighted the challenges and innovations of the industry sector. Finally, May also saw the first edition of AF L'artigiano in Fiera - Anteprima d'Estate. The new format, alongside the traditional craft fair in December, attracted over 200,000 visitors, hosting 760 craftspeople from 50 countries around the world.

CONGRESS BUSINESS

There were excellent results for the congress sector, driven by internationally important events such as the Asian Development Bank Annual Meeting 2025 and the Congress of the European Hematology Association.

With 59 realised conference events (of which 25 events related to conventions with accompanying exhibition area), including the Zurich and Allianz Conventions and the EAPC 2025 international congresses: ESC Preventive Cardiology, ESH 2025 - 34th European Meeting on Hypertension and Cardiovascular Protection and FIF, Professional Physiotherapy Exhibition.

In addition, between late June and early July, Allianz MiCo was the venue for the Antarctic Treaty Consultative Meeting (ATCM).

Other highlights include BIO-Europe Spring, an event that aims to connect Europe's leading innovation centres with the global life sciences industry and Intergraf.

Finally, during the first six months of 2025, Allianz MiCo was the venue for business events of national importance. These included Il Salone del Risparmio, Italy's largest event dedicated to the asset management sector, which, thanks to a programme with more than 400 speakers, brought together more than 15,000 participants. Packaging Premiere & PCD Milan, an event dedicated to the world of luxury and beauty packaging, welcomed over 8,300 visitors and more than 300 exhibitors. Netcomm Forum, the reference event for national digital retail, recorded more than 30,000 entries and over 300 exhibitors during the two-day event.

Finally, in April, on the occasion of the sporting event Wizz Air Milano Marathon, the Milano Running Festival took place at Allianz MiCo, an exhibition event during which, on an 8,000 square metre exhibition area, entertainment activities, workshop-clinics, event and product presentations were organised.

ACTIVITIES ABROAD

In the first half of the year, 11 exhibitions were held abroad, occupying a total of 146,350 square metres of exhibition space.

The main exhibitions of the half year include the Investec Cape Town Art Fair (ICTAF), the most important contemporary art fair organised in Africa. Now in its 12th year, ICTAF hosted 124 exhibitors, attracting 30,000 visitors. In Brazil, the second edition of Fruit Attraction São Paulo took place in March and was organised by the Brazilian subsidiary. The event, which in 2024 was held in October, has already established itself as a reference platform for the fruit and vegetable industry, with the participation of 400 Brazilian and international brands. Also in Brazil, in June, the 25th edition of Exposec - Feira Internacional de Segurança took place, the only event in Brazil that brings together the latest technologies, products and services for the security sector. With more than 800 brands, the event welcomed over 57,000 visitors.

During the second quarter of 2025, activity also restarted in China, where 8 exhibitions were held. Among the most important: CDIIF - Chengdu International Industry Fair, GITF, Domotex, LET China, International Fasterner Show China.

FIERA MILANO BECOMES 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 will host some of the most important races of the winter exhibition and more: In the two specially remodelled pavilions inside the exhibition site in Rho, Speed Skating competitions and some Ice Hockey tournament matches will be held. The Allianz MiCo congress centre will instead welcome all Italian and international media for the entire

duration of the Olympic event. The partnership will significantly help 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 strengthens its identity and confirms its ability to be, to all intents and purposes, an international reality capable of hosting and realising not only exhibitions but also sporting, cultural and musical events.

On 18 June, Fiera Milano was announced as the winner of the Milan 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 Centre for the 2026 speed skating and ice hockey events. The total value of the contract is estimated to be Euro

30.7 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 trade fairs, 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 value of Euro 7.2 million paid at closing with a price adjustment mainly based on the net financial position of Euro 0.9 million. The entire consideration was financed with 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.

OTHER INFORMATION

On 23 April 2025, the Ordinary Shareholders' Meeting of the Controlling Entity was held, which approved the financial statements as at 31 December 2024 and resolved: to distribute a gross ordinary dividend of Euro 0.20 for each eligible ordinary share, drawing from the profit for the year 2024 amounting to Euro 13,359,829.69 and from retained earnings from previous years totalling Euro 866,056.91, while carrying forward the remaining profit after 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 own shares under articles 2357 and 2357-ter of the Italian Civil Code.

Main sustainability initiatives of the half year

Net Zero Milan: Fiera Milano's new platform for industrial decarbonization

Fiera Milano took a decisive step towards integrating sustainability into its business model by organising NetZero Milan, an expo-summit dedicated to decarbonisation in the industrial sector, held from 14 to 16 May 2025 at Allianz MiCo - Milano Convention Center and providing an opportunity to bring together C-level, corporate managers and international stakeholders to discuss and promote innovative solutions for a zero-emission economy. Net Zero Milan aims to be a cross-cutting platform involving all technologies that can contribute to the objective: from utility-scale and industrial solar to hydroelectric and wind power, from batteries to green hydrogen, from emerging energy technologies to new fuels and solutions for removing and offsetting CO2 emissions. The event also offers electrification, digitisation and decarbonisation solutions designed for industries with a greater environmental impact and also addresses green policy and financing issues. A strategic move that strengthens Fiera Milano's portfolio and boosts growth, aligning perfectly with the execution of the Integrated Sustainability Plan 2024-2027.

Fiera Milano integrates sustainable finance into its strategy by taking out two sustainability-linked loans for a total value of Euro 20 million

Fiera Milano S.p.A. finalised on 29 April 2025 the taking out of two five-year loans, structured as a Sustainability-Linked Loan ('SLL'), worth Euro 10 million each, with Crédit Agricole Italia and Banco BPM. The financial resources obtained will be allocated to support the investments envisaged in the Strategic Plan 2024-2027, with a focus on the development and enhancement of digital and technological infrastructures, key elements to promote innovation and operational efficiency. The two loans, structured according to the Sustainability-Linked Loan Principles, include an interest rate adjustment mechanism based on the achievement of two specific sustainability targets (ESG KPIs). Based on the annual achievement of these KPIs, the base margin, i.e. the fixed component of the cost of funding, will be reduced or increased by 6 basis points (bps). The ESG KPIs:

  • KPI 1 - Environmental: Increase in the percentage of electricity from renewable sources from 38% in 2023 to 73% in 2028 - This objective is consistent with Fiera Milano's 2030 Decarbonisation Plan, which envisages a reduction in Scope 1 and Scope 2 GHG emissions of at least 60% by 2027 and 80% by 2030, compared to the 2023 baseline, focusing mainly on increasing energy purchases from renewable sources.

  • KPI 2 - Social: Cumulative annual increase in the value of shares allocated to employees under the new "PAD Futuro" Share Ownership Plan for a minimum value of Euro 1 million per year - In line with the Group's Human Capital development plan, the free allocation of Fiera Milano shares through PAD Futuro strengthens employees' sense of belonging and engagement, encouraging more active participation in the creation of corporate value.

Fiera Milano tops the ESG Identity Corporate Index 2025

Fiera Milano was ranked first in the 'Small Companies' category of the ESG Identity Corporate Index 2025. This index, developed by ET.Group, was presented at the ESG Business Conference on 18 June 2025. It measures companies' ability to integrate sustainability into their business model authentically.

With one of the highest scores in the entire index, Fiera Milano was recognised as one of the ESG Identity Top Performers, thanks to a solid and recognisable ESG identity, the result of a path that starts with a clear purpose and translates into consistent governance, a positive impact-oriented corporate culture and a value proposition aligned with ESG principles.

Among the main distinguishing features: the adoption of sustainable finance instruments, continuous investment in human capital development and a solid focus on the impact generated on people, communities and stakeholders.

Fiera Milano's ESG identity is thus consolidated as a recognisable asset and fully consistent with its values, reinforcing the Group's role as a platform for content, ideas and relations capable of actively contributing to more sustainable development models.

It should be remembered that the Group's activities are typically seasonal with regard to recurring trade exhibitions or those held every two years. Moreover, the absence of exhibitions in August and the presence of exhibitions from September onwards make a comparison of the financial figures between the first and second halves of the year meaningless. Given the seasonality of the business, the revenues and results of one half-year cannot be extrapolated for the full year.

The table below gives greater detail of the Consolidated Income Statement for the first half of 2025.

Consolidated Income Statement

Full year

at 31/12/24

%

(Amounts in €'000)

1st Half at 30/06/25

1st Half at 30/06/24

%

%

273,152

100

Revenues from sales and services

177,870

100

144,382

100

2,807

1.0

Cost of materials

1,670

0.9

1,283

0.9

138,637

50.8

Cost of services

89,420

50.3

66,271

45.9

53,491

19.6

Personnel expenses

27,324

15.4

24,136

16.7

5,080

1.9

Other operating expenses

2,557

1.4

2,231

1.5

200,015

73.2

Total operating costs

120,971

68.0

93,921

65.1

4,746

1.7

Other income

2,379

1.3

1,768

1.2

5,903

2.2

Results of equity-accounted companies

4,037

2.3

2,367

1.6

236

0.1

Allowance for doubtful accounts and other provisions

222

0.1

7

0.0

83,550

30.6

Operating result before adjustments to non-current asset values (EBITDA )

63,093

35.5

54,589

37.8

51,467

18.8

Depreciation and amortisation

25,040

14.1

25,874

17.9

155

0.1

Adjustments to asset values

512

0.3

-

-

31,928

11.7

Operating result (EBIT)

37,541

21.1

28,715

19.9

(7,424)

(2.7)

Financial income/(expenses)

(5,825)

(3.3)

(3,768)

(2.6)

-

-

Valuation of financial assets

-

-

-

-

24,504

9.0

Profit/(loss) before income tax

31,716

17.8

24,947

17.3

5,361

2.0

Income tax

8,585

4.8

2,303

1.6

19,143

7.0

Profit/(loss) from continuing operations

23,131

13.0

22,644

15.7

-

-

Profit/(loss) from discontinued operations

-

-

-

-

19,143

7.0

Profit/(loss):

23,131

13.0

22,644

15.7

19,273

7.1

- attributable to the shareholders of the controlling entity

22,876

12.9

22,727

15.7

(130)

(0.0)

- attributable to non-controlling interests

255

0.1

(83)

(0.1)

Revenues from sales and services totalled Euro 177,870 thousand, an increase of approximately Euro 33,488 thousand compared to the figure for the same half of the previous financial year (Euro 144,382 thousand).

The change in revenues is mainly related to the general good performance of exhibitions, both in relation to the area occupied and the increased penetration of the services provided together with the presence of new exhibitions (including AF Artigiano in Fiera - Anteprima d'Estate). In addition, the change benefited from the excellent performance of the conference business and the increase in revenue from logistics services following the acquisition of the Expotrans group.

It should be noted that the half-year period saw an additional impact from the more favourable trade fair calendar, due to the presence of multi-year events such as 'The Innovation Alliance', Europe's largest event dedicated to solutions for the manufacturing industry, as well as the odd-numbered, biennial Tuttofood powered by Cibus. These events more than offset the absence of the even-numbered, yearly Mostra Convegno Expocomfort and Transpotec & Logitec events.

Below are the performance numbers for exhibition space in Italy and abroad and the changes in terms of square metres compared to the previous six months:

  • Annual exhibitions organised by the Group in Italy (+1,085 sqm): The increase is mainly attributable to the Bit exhibition (+1,400 sqm).

  • Annual exhibitions organised by third parties in Italy (+28,855 sqm): The increase is mainly due to the presence of the new AF Artigiano in Fiera Primavera (+13,165 sqm) and Raquet Trend Expo (+11,410 sqm).

  • Congresses with related exhibition areas: these saw a change of rented space of +12,946 square metres.

  • Biannual exhibitions organised by the Group in Italy (-59,065 sqm): The decrease is attributable to the absence of the Transpotec & Logitec (-49,690 sqm) and NME (-10,515 sqm) exhibitions in the half-year under review.

  • Biannual exhibitions organised by third parties in Italy (+20,270 sqm): the increase is mainly due to the combined effect of the events held in the half year under review, such as Tuttofood powered by Cibus (+79,560 sqm), Made in Steel (+20,130 sqm) and Lamiera (+19,040 sqm), and the absence of Mostra Convegno Expocomfort (-85,925 sqm) and Xylexpo (-13,675 sqm).

  • Multi-annual exhibitions organised by third parties in Italy (+82,335 sqm): The increase is due to the presence of 'The Innovation Alliance' event in the half year under review.

  • Annual exhibitions of the Group abroad (-21,125 square metres): The change is mainly related to the Chinafloor Domotex Shanghai (-8,120 sqm), Let China Guangzhou (-3,895 sqm), Chengdu Industrial Professional Expo which did not take place (-4,000 sqm) and Northern International Logistics and Transportation Technology Expo Jinan (-5,360 sqm), which was held in the following quarters in 2024.

  • Biannual exhibitions of the Group abroad (-1,000 square metres): the change is related to the Esquadria Show exhibition. Please note that, from 2025 onwards, the event will be held in the second half of 2025, while maintaining the biennial schedule. This means that it will become an odd-year event.

The table below gives a summary of 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 Half 2025

1st Half 2024

Total

of which organised

by the Group

Total

of which organised

by the Group

Number of exhibitions:

39

19

37

24

Italy

28

8

22

9

.

annual

18

7

17

7

.

biennial

5

1

5

2

.

multi-annual

5

-

-

-

Foreign countries

11

11

15

15

.

annual

11

11

14

14

.

biennial

-

-

1

1

.

multi-annual

-

-

-

-

Number of congresses with related exhibition space -

Italy

25

-

26

-

Net sq.metres of exhibition space:

903,511

227,545

839,210

307,650

Italy

757,161

81,195

670,735

139,175

.

annual (a)

540,856

80,055

497,970

78,970

.

biennial

133,970

1,140

172,765

60,205

.

multi-annual

82,335

-

-

-

(a) of which congresses w ith related exhibit ion space

57,166

-

44,220

-

Foreign countries

146,350

146,350

168,475

168,475

.

annual

146,350

146,350

167,475

167,475

.

biennial

-

-

1,000

1,000

.

multi-annual

-

-

-

-

Number of exhibitors:

21,457

6,165

22,445

6,605

Italy

17,032

1,740

17,765

1,925

.

annual (b)

11,467

1,715

15,550

1,570

.

biennial

3,820

25

2,215

355

.

multi-annual

1,745

-

-

-

(b) of which congresses w ith related exhibit ion space

2,727

-

8,000

-

Foreign countries

4,425

4,425

4,680

4,680

.

annual

4,425

4,425

4,665

4,665

.

biennial

-

-

15

15

.

multi-annual

-

-

-

-

EBITDA for the six-month period amounted to Euro 63,093 thousand compared to Euro 54,589 thousand for the same period of the previous year, showing a positive change of Euro 8,504 thousand. The change is mainly attributable to the aforementioned revenue trend and the results accounted for using the equity method. This effect was partially offset by the cost for the rights connected to the sponsorship of the XXV Olympic Winter Games Milan Cortina 2026, by the charges deriving from the introduction of the Share Ownership Plan as well as the increase in the group headcount including the companies belonging to the Expotrans group acquired in the half-year under review.

EBIT for the half-year was Euro 37,541 thousand compared to Euro 28,715 thousand for the same period in 2024. The increase amounted to Euro 8,826,000 and mainly reflected the trend in EBITDA and lower depreciation and amortisation. This effect was partially offset by the impairment of the Mipap Milano Pret-à-Porter brand.

Financial management shows a negative balance of Euro 5,825 thousand, compared to a negative value of Euro 3,768 thousand in 2024. The negative change of Euro 2,057 thousand was mainly due to the increase in financial expenses on leased assets following the revision of the discount rate. It also affects the change in the fair value of ESG mutual fund shares.

Profit/(loss) before income tax is Euro 31,716 thousand compared to Euro 24,947 thousand in the first half of 2024. The increase amounted to Euro 6,769 thousand and mainly reflected the trend in EBIT and the negative change in financial management.

Income taxes for the half-year period of Euro 8,585 thousand (Euro 2,303 thousand in H1 2024) 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 loss from continuing operations amounted to Euro 23,131 thousand (Euro 22,644 thousand in the 1st half of 2024).

Net profit (loss) for the half-year of Euro 23,131 thousand (Euro 22,644 thousand in the first half of 2024) is for Euro 22,876 thousand attributable to the Shareholders of the Parent Company (Euro 22,727 thousand in the first half of 2024) and for 255 thousand attributable to non-controlling interests (Euro -83 thousand in the first half of 2024).

The following table shows the Reclassified Consolidated Statement of Financial Position.

(Amounts in €'000)

30/06/25

31/12/24

Goodwill

101,299

95,036

Intangible assets with a finite useful life

8,803

9,019

Right-of-use assets

312,416

308,601

Tangible fixed assets

8,420

7,444

Other non-current financial assets

11

-

Other non-current assets

86,575

89,337

Non-current assets

517,524

509,437

Inventory and contracts in progress

7,292

7,844

Trade and other receivables

69,150

51,163

Current assets

76,442

59,007

Trade payables

70,898

68,647

Advances

61,796

40,307

Tax liabilities

1,972

1,981

Provisions for risks and charges and other current liabilities

73,891

33,999

Current liabilities

208,557

144,934

Net working capital (B - C)

(132,115)

(85,927)

Gross capital employed (A + D)

385,409

423,510

Employee benefit provisions

8,790

8,241

Provisions for risks and charges and other non-current liabilities

3,534

4,404

Non-current liabilities

12,324

12,645

NET CAPITAL EMPLOYED continuing operations (E - F)

373,085

410,865

NET CAPITAL EMPLOYED assets held for sale

-

-

TOTAL NET CAPITAL EMPLOYED (G + H)

373,085

410,865

covered by:

Equity attributable to the Group

154,221

156,664

Equity attributable to non-controlling interests

1,620

406

Total equity

155,841

157,070

Cash & cash equivalents

(140,065)

(72,443)

Current financial (assets)/liabilities

36,098

31,782

Non-current financial (assets)/liabilities

321,211

294,456

Net financial debt continuing operations

217,244

253,795

Net financial debt assets held for sale

-

-

Net financial debt (TOTAL)

217,244

253,795

EQUITY AND NET FINANCIAL DEBT (I + L)

373,085

410,865

Reclassified Consolidated Statement of Financial Position

A

B

C D E

F G H

I

L

At 30 June 2025, non-current assets totalled Euro 517,524 thousand compared to Euro 509,437 thousand at 31 December 2024. The increase of Euro 8,087 thousand relates to the balance between: increases in rights of use on leased assets of Euro 22,841 thousand, capital expenditure of Euro 3,329 thousand, depreciation and amortisation of Euro 25,040 thousand, change in the scope of consolidation of Euro 10,244 thousand, change in equity accounted investments of Euro 2,708 thousand, decrease in tax consolidation receivables of Euro 5,223 thousand, value adjustments of Euro 512 thousand, increases in deferred tax assets of Euro 122 thousand, exchange rate differences of Euro -454 thousand and other movements of Euro 72 thousand.

Net working capital went from Euro -85,927 thousand at 31 December 2024 to Euro -132,115 thousand at 30 June 2025.

The decrease of Euro 46,188 thousand is mainly attributable to the following:

  1. increase in Current assets of Euro 17,435 thousand, due to the increase in the item 'Trade and other receivables' for Euro 17,987 thousand. The change is mainly related to the enlargement of the scope of consolidation for receivables arising from the acquisition of the Expotrans SpA group, as well as receivables from customers of the Parent Company accrued in connection with the contract for the concession in use of the telecommunication infrastructures located at the exhibition centres;

  2. increase in Current Liabilities of Euro 63,623 thousand, due to the:

    • increase in the item "Trade payables" of Euro 2,251 thousand;

    • increase in the item "Advances" for Euro 21,489 thousand as the balance between increases for advances invoiced to customers for exhibitions to be held in subsequent periods (in particular Host) and decreases for exhibitions to be held in the first half of 2025 (in particular the Saloni);

    • increase in the item "Provisions for risks and charges and other current liabilities" for Euro 39,892 thousand, mainly related to deferrals on contracts related to the use of the venue for the organisation of the XXV Olympic Winter Games Milan Cortina 2026 and on the contract for the concession in use of the telecommunication infrastructures present at the exhibition centres, as well as the increase in payables to Organisers.

At 30 June 2025, non-current liabilities totalled Euro 12,324 thousand compared to Euro 12,645 thousand at 31 December 2024.

Equity attributable to the Group at 30 June 2025 was Euro 154,221 thousand compared to Euro 156,664 thousand at 31 December 2024, a decrease of Euro 2,443 thousand due to the following: net profit for the period of Euro 22,876 thousand, dividend distribution of Euro 14,218 thousand, stock grant reserve of Euro 121 thousand, change in treasury shares of Euro 677 thousand, valuation of the put option on minority shares in Expotrans SpA of Euro 11,531 thousand, and other comprehensive income of Euro -368 thousand.

Non-controlling interests amounted to Euro 1,620 thousand at 30 June 2025 compared to Euro

406 thousand at 31 December 2024, an increase of Euro 1,214 thousand due to the following effects: net profit for the period of Euro 255 thousand and the valuation of the minority shareholders' interest in the newly acquired company Expotrans for Euro 959 thousand.

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

Group Net Financial Debt

(Amounts in € '000)

30/06/25

31/12/24 change

A. Cash

139,006

72,420 66,586

B. Cash and equivalents

1,059

23 1,036

C. Other current financial assets

15,019

17,778 (2,759)

- C.1 of which Other current financial assets to the controlling shareholder

6,696

10,103 (3,407)

- C.2 of which Other current financial assets to joint venture

1,715

1,790 (75)

D. Liquidity (A+B+C)

155,084

90,221 64,863

E. Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)

1,297

427 870

- E.1 of which Current financial debt to the controlling shareholder

-

- -

F. Current portion of non-current debt

7,368

8,453 (1,085)

G. Current financial indebtedness (E+F)

8,665

8,880 (215)

H. Net current financial indebtedness (G-D)

(146,419)

(81,341) (65,078)

I. Non-current financial debt

27,303

3,500 23,803

J. Debt instruments

-

- -

K. Non-current other payables

-

- -

L. Non-current financial indebtedness (I+J+K)

27,303

3,500 23,803

Net financial debt from continuing operations (H+L)

(119,116)

(77,841) (41,275)

Net financial debt from assets held for sale

-

- -

M. Total financial indebtedness before IFRS 16 effects

(119,116)

(77,841) (41,275)

N. Current financial liabilities related to the right of use of assets

42,452

40,680 1,772

- N.1 of which current financial liabilities related to the right-of-use assets to the controlling shareholder

40,440

38,978 1,462

O. Non-current financial liabilities related to the right of use of assets

293,908

290,956 2,952

- O.1 of which non-current financial liabilities related to the right-of-use assets to the controlling shareholder

284,658

283,634 1,024

P. Current financial assets related to the right of use of assets

-

- -

IFRS 16 financial effects

336,360

331,636 4,724

Q. Total net financial debt (M+N+O-P)

217,244

253,795 (36,551)

The Group's financial debt not including IFRS 16 lease liability at 30 June 2025 showed net cash of Euro 119,116 thousand compared to net cash of Euro 77,841 thousand at 31 December 2024, thereby recording an increase of Euro 41,275 thousand.

The increase mainly reflects the generation of cash as a result of the results achieved in the first half of the year and the change in advances received for both future events and the XXV Olympic Winter Games Milan Cortina 2026. This effect was partially offset by the payment of dividends and the financial impact of the Expotrans acquisition.

Financial debt, including IFRS 16 lease liabilities, totalled Euro 217,244 thousand, a decrease of Euro 36,551 thousand compared to Euro 253,795 thousand at 31 December 2024.

Business performance by operating segment and by geographic area

The key Group figures by operating segment and by geographic area are given in the following table.

Summary of data by operating segment and by geographic area

(Amounts in € '000)

1st Half at 30/06/25

1st Half at 30/06/24

Revenues from sales and services

- By operating segment:

%

%

. Italian Exhibitions business

137,378

73.8

119,406

79.5

. Foreign Exhibitions business

4,333

2.3

4,344

2.9

. Congresses

37,615

20.2

26,506

17.6

. Other sectors

6,960

3.7

-

-

Total revenues gross of adjustments for inter-segment transactions

186,286

100.0

150,256

100.0

. Adjustments for inter-segment transactions

(8,416)

(5,874)

Total revenues net of adjustments for inter-segment transactions

177,870

144,382

- By geographic area:

. Italy

173,539

97.6

140,038

97.0

. Foreign countries

4,331

2.4

4,344

3.0

Total

177,870

100.0

144,382

100.0

EBITDA

%

%

- By operating segment:

on revenues

on revenues

. Italian Exhibitions business

49,367

35.9

42,914

35.9

. Foreign Exhibitions business

1,727

39.9

2,637

60.7

. Congresses

11,045

29.4

9,038

34.1

. Other sectors

954

13.7

-

-

. Adjustments for inter-segment transactions

-

-

Total

63,093

35.5

54,589

37.8

- By geographic area:

. Italy

61,369

35.4

51,940

37.1

. Foreign countries

1,724

39.8

2,649

61.0

Total

63,093

35.5

54,589

37.8

EBIT

%

%

- By operating segment:

on

revenues

on

revenues

. Italian Exhibitions business

27,266

19.8

20,026

16.8

. Foreign Exhibitions business

1,682

38.8

2,586

59.5

. Congresses

7,745

20.6

6,103

23.0

. Other sectors

848

12.2

-

-

. Adjustments for inter-segment transactions

-

-

Total

37,541

21.1

28,715

19.9

- By geographic area:

. Italy

35,862

20.7

26,117

18.6

. Foreign countries

1,679

38.8

2,598

59.8

Total

37,541

21.1

28,715

19.9

Employees

(no. of permanent employees at the end of the period)

- By operating segment:

%

%

. Italian Exhibitions business

609

71.8

585

80.5

. Foreign Exhibitions business

97

11.4

93

12.8

. Congresses

50

5.9

49

6.7

. Other sectors

92

10.8

-

-

Total

848

100.0

727

100.0

- By geographic area:

. Italy

751

88.6

634

87.2

. Foreign countries

97

11.4

93

12.8

Total

848

100.0

727

100.0

Revenues from sales and services at 30 June 2025 before elimination of transactions among the business segments of the Group were Euro 186,286 thousand, of which 74% was generated by Italian Exhibitions Business, 2% by Foreign Exhibitions Business, 20% in the Congresses sector and 4% in the Other sectors.

  • Revenues from the Italian Exhibitions Business were Euro 137,378 thousand, an increase of approximately Euro 17,972 thousand compared to the figure for the same half of the previous year (Euro 119,406 thousand). The change in revenues is mainly related to the general good performance of exhibitions, both in relation to the area occupied and the increased penetration of the services provided together with the presence of new exhibitions (including AF Artigiano in Fiera - Anteprima d'Estate). It should also be noted that the half-year period saw an additional impact from the more favourable trade fair calendar, due to the presence of multi-year events such as 'The Innovation Alliance', Europe's largest event dedicated to solutions for the manufacturing industry, as well as the odd-numbered, biennial Tuttofood powered by Cibus. These events more than offset the absence of the even-numbered, yearly Mostra Convegno Expocomfort and Transpotec & Logitec events.

  • Revenues from the Foreign Exhibitions Business amounted to Euro 4.333 thousand, decreasing by Euro 11 thousand over the same half of the previous year (Euro 4,344 thousand). Revenues for the six months under review were in line with those of the same period of the previous year.

  • Revenues from Congresses amounted to Euro 37,615 thousand, increasing by Euro 11,109 thousand over the same half of the previous year (Euro 26,506 thousand). The increase is mainly attributable to the increase in revenue from events that were also present in the same period of the previous year, including AWS Summit Milan, Salesforce and Netcomm, as well as higher revenue from non-recurring events compared to the first half of 2024. These include ADB Asian Development Bank and EHA European Hematology Association. This effect more than compensated for the absence of EASL The Home oh Hepatology and SIRM - Società Italiana di Radiologia Medica e Interventistica.

  • Revenues for Other sectors amounted to Euro 6,960,000 and reflected the entry of Expotrans SpA, Event Logistics Team Srl and Expotrans Pte Ltd. into the scope of consolidation.

    The breakdown by segment of the EBITDA of Euro 63,093 thousand, which compared to Euro 54,589 thousand in the same period of the previous financial year, was as follows:

  • Italian Exhibitions Business: recorded an EBITDA of Euro 49,367 thousand compared to Euro 42,914 thousand in the same period of the previous financial year. The change of Euro 6,453 thousand, mainly attributable to the aforementioned trend in revenues and results accounted for using the equity method, also reflects the acquisition of the rights connected to the sponsorship of the XXV Olympic Winter Games Milan Cortina 2026, the charges deriving from the introduction of the Share Ownership Plan, as well as higher labour costs for the increase in the group's workforce.

  • Foreign Exhibitions Business: EBITDA of Euro 1,727 thousand compared to Euro 2,637 thousand in the same period of the previous financial year. The decrease of Euro 910 thousand was mainly attributable to the result of the joint venture held under joint control with the partner Deutsche MESSE AG.

  • Congresses: EBITDA was Euro 11,045 thousand, compared to Euro 9,038 thousand in the same half of 2024. The change in the half-year period of Euro 2,007 thousand was mainly attributable to the already highlighted trend in revenues.

Other sectors: recorded an EBITDA of Euro 954 thousand and derived from what has already been shown in revenues.

The EBIT of the three operating segments totalled Euro 37,541 thousand compared to Euro 28,715 thousand in the same period of the previous year.

The breakdown by geographic area in the first half shows revenues from foreign activities of Euro 4,331 thousand compared to Euro 4,344 thousand in the same period of the previous year. EBITDA was Euro 1,724 thousand, compared to the figure for the first half of the previous year (Euro 2,649 thousand) whilst EBIT was Euro 1,679 thousand compared to an EBIT of Euro 2,598 thousand for the same period of the previous year.

Exhibitions organised by the Group in Italy and abroad occupied total net exhibition space of 227,545 square metres, which equated to 25% of the total exhibition space occupied.

In Italy, 28 events and 25 events related to conferences with an exhibition area took place in the two exhibition sites fieramilano and fieramilanocity during the half-year.

Exhibitions in Italy occupied net exhibition space totalling 757,161 square metres compared to 670,735 square metres in the first half of the previous year. The number of exhibitors rose from 17,765 in the first half of 2024 to 17,032 in the first half of 2025.

Details of exhibitions held in Italy are given in the following table (figures have been rounded so as to facilitate reading and comparison of the figures).

Italian exhibition portfolio

Net sq. metres of exhibition space Number of exhibitors

Annual Exhibitions:

1st Half to 30/06/25

1st Half to 30/06/24

1st Half to 30/06/25

1st Half to 30/06/24

Directly organised

- Bit

18,625

17,225

240

235

- Miart

9,195

9,225

200

200

- Milano Fashion&Jewels (1st semester)

11,970

12,760

515

470

- Milano Home

20,670

19,675

440

355

- Promotion Trade Exhibition

4,890

4,710

115

110

- Quick & More

7,940

7,545

105

80

- SposaItalia

6,765

7,830

100

120

Total annual exhibitions directly organised

80,055

78,970

1,715

1,570

Hosted

- AF Artigiano in Fiera Primavera *

13,165

-

855

-

- Fà la cosa giusta

9,575

6,745

445

470

- Filo (1st semester)

2,485

1,545

95

75

- I Saloni

164,540

176,460

1,060

1,005

- LineaPelle Febbraio

45,500

45,540

920

985

- Mido

48,390

45,940

1,185

1,190

- Milano Unica (Spring)

39,160

31,205

710

605

- Mipel (March)

4,400

4,500

160

180

- My Plant & garden

32,290

26,775

740

680

- Raquet Trend Expo *

11,410

-

130

-

- The Micam (Spring)

32,720

32,100

725

700

- The ONE Milano (February)

a)

3,970

a)

90

Total annual exhibitions hosted

403,635

374,780

7,025

5,980

Total annual exhibitions

483,690

453,750

8,740

7,550

Continues in next page

Continues from previous page Net sq. metres of exhibition space Number of exhibitors

Biennial exhibitions

1st Half to 30/06/25

1st Half to 30/06/24

1st Half to 30/06/25

1st Half to 30/06/24

Directly organised

- NME

-

10,515

-

85

- NetZero*

1,140

-

25

-

- Transpotec

-

49,690

-

270

Total biennial exhibitions directly organised

1,140

60,205

25

355

Hosted

- Mostra Convegno Expocomfort

-

85,925

-

1,320

- Venditalia

-

12,960

-

280

- Xylexpo

-

13,675

-

260

- ISSA Pulire

14,100

-

370

-

- Lamiera

19,040

-

290

-

- Made in Steel

20,130

-

365

-

- Tuttofood

79,560

-

2,770

-

Total biennial exhibitions hosted

132,830

112,560

3,795

1,860

Total biennial exhibitions

133,970

172,765

3,820

2,215

Multi-annual exhibitions

Hosted

- Greenplast

5,375

-

160

-

- Ipack Ima

54,230

-

1,120

-

- Intralogistica

4,225

-

100

-

- Pharmintech*

5,980

-

200

-

- Print4all

12,525

-

165

-

Total multi-annual exhibitions hosted

82,335

-

1,745

-

Total multi-annual exhibitions

82,335

-

1,745

-

TOTAL EXHIBITIONS

699,995

626,515

14,305

9,765

- Congresses with related exhibition space

57,166

44,220

2,727

8,000

TOTAL

757,161

670,735

17,032

17,765

* The exhibition was held for the first time.

a) The exhibition did not take place.

In the first half of the year, 11 exhibitions were held in foreign exhibition sites and the net exhibition space occupied totalled 146,350 square metres compared to 168,475 square metres in the same period of the previous financial year. The number of exhibitors went from 4,680 in the first half of 2024 to 4,425 in the first half of 2025.

Details of exhibitions held abroad in the first half of 2025 are given in the following table (figures have been rounded so as to facilitate reading and comparison of the figures).

Foreign Exhibition portfolio

Net sq. metres of exhibition space

Number of exhibitors

Annual Exhibitions:

1st Half to 30/06/25

1st Half to 30/06/24

1st Half to 30/06/25

1st Half to 30/06/24

Exhibitions in China

- Chinafloor Domotex Shanghai °

59,230

67,350

1,365

1,255

- China International Fastener Show °

15,530

15,760

620

645

- Chengdu International Industry Fair °

11,340

12,880

375

430

- GITF International Tour Guangzhou

4,035

4,760

360

270

- Industrial Automation Shenzen °

9,705

9,955

335

320

- Laser Fair Shenzen

8,055

5,060

195

145

- Let China Guangzhou

14,445

18,340

490

580

- Xiamen International Industry Exposition °

2,585

1,420

95

50

- Chengdu Industrial Professional Expo °

a)

4,000

a)

315

- Industrial Automation Robotic Show South China °

a)

2,000

a)

80

- Northern International Logistics and Transportation Technology Expo Jinan °

b)

5,360

b)

175

Total Exhibitions in China

124,925

146,885

3,835

4,265

Exhibitions in South Africa

- Cape Town Art Fair

4,300

4,105

115

105

Total Exhibitions in South Africa

4,300

4,105

115

105

Exhibitions in Brazil

- Exposec

12,725

13,625

250

195

- Fruit Attraction São Paulo °

4,400

2,860

225

100

Total Exhibitions in Brazil

17,125

16,485

475

295

Total Annual Exhibitions

146,350

167,475

4,425

4,665

Biennial Exhibition

Exhibitions in Brazil

- Esquadria Show °

-

1,000

-

15

Total Exhibitions in Brazil

-

1,000

-

15

Total Biennial Exhibitions

-

1,000

-

15

TOTALE MANIFESTAZIONI

146,350

168,475

4,425

4,680

° The exhibition was organised in partnership.

  1. The exhibition did not take place.

  2. The exhibition was held/will be held in subsequent quarters.

Information on related-party transactions

Note 37 of the Illustrative Notes to the Accounts of the present half-year financial report provides information on related-party transactions.

Group personnel

At 30 June 2025, Group employees totalled 840. The breakdown compared to 31 December 2024 was as follows:

Permanent employees at period end

31/12/24

(units)

30/06/25

30/06/24

Total

Italy

Foreign countries

Fully consolidated companies:

Total

Italy

Foreign countries

Total

Italy

Foreign countries

26

24

2

Executives

34

32

2

25

23

2

618

586

32

Managers, white collar workers and workers

712

680

32

601

572

29

644

610

34

Total

746

712

34

626

595

31

Equity-accounted companies (a):

5

2

3

Executives

5

2

3

5

2

3

96

36

60

White collar workers

97

37

60

96

37

59

101

38

63

Total

102

39

63

101

39

62

745

648

97

TOTAL

848

751

97

727

634

93

(a) the indicated data corresponds to the pro-quota of total employees

Compared to 31 December 2024, the number of permanent employees increased by a net 103, mainly due to the increase in the group's workforce as a result of the acquisition of the Expotrans SpA group companies.

Main risk factors affecting the Group

Risk management in the Fiera Milano Group

Fiera Milano uses a Group-level integrated risk management model based on Enterprise Risk Management (ERM) standards. Based on a risk mapping method that directly involves the Group's management in their capacity as risk owners, the ERM process assists in the assessment, definition and planning of company objectives and strategies, as well as the correct implementation of the following activities through their integration in company planning and management processes:

  • Systematic and proactive identification of the main risks (strategic, operational, financial and compliance) to which the Group is exposed and, within this framework, the individual companies under its control;

  • assessment of potential negative impacts and the probability of the identified risks materialising;

  • analysis of the risk management system on the identified risk factors, i.e. the level of control in place in terms of risk mitigation actions (e.g. at contractual, insurance, organisational/procedural level, etc.);

  • definition and monitoring of the implementation of risk responses consistent with the level of residual risk (net of risk mitigation actions), taking into account the company's risk appetite.

The results of this ERM process are periodically reported to the Control & Risk Committee, the Board of Statutory Auditors and the Board of Directors. They are also used by the Internal Audit Department to prepare the annual risk-based audit plan.

Organisational and procedural oversight over the ERM process is provided by the Risk Management function, which is responsible for the proper functioning of the overall company risk management process. It works on the basis of the ERM Policy, which governs the roles and responsibilities for

identifying, assessing, managing, monitoring and reporting the corporate risks to which the Fiera Milano Group is exposed.

The Enterprise Risk Management process integrates ESG - Environment, Social and Governance risks, relating to events that may jeopardise the achievement of the Group's sustainability objectives. The addition of ESG risks to the ERM process allows for more structured and proactive management of these risks, with positive effects on safeguarding the Group's sustainability objectives.

The main risk factors to which the Fiera Milano Group is exposed, as discerned from the aforementioned process, are described below. This takes into account the business sector in which it operates and the characteristics of the business model it uses. An account of Group policies to manage and mitigate the risks described is given.

  1. Risks related to external and strategic factors

    Risks related to the macroeconomic and geopolitical environment and trends and competition in the exhibition sector

    The Group's financial results are dependent on the investments planned by its customers at exhibitions, congresses and related services, which in turn are influenced by trends in their various economies, primarily the Italian economy and that of the EU. Moreover, the Group is exposed to the risk that its leadership of the domestic market may be affected by tougher competition or by the entry of new operators, which could have a negative impact on the Group's market position.

    The risk of geopolitical conflict is increasing, given the ongoing Russian-Ukrainian conflict and the emergence of new hotspots in the Middle East. At the macroeconomic level, the Trump administration's protectionist trade policy holds sway. The United States is the second largest market after Germany for Italian exports, which are largely based on the so-called "export" sectors. "Made in Italy', including agribusiness, fashion and mechanics, whose performance is therefore potentially affected by the US administration's trade tariff policy. The exhibitions represented in these sectors, both third-party and proprietary, produce significant portions of Fiera Milano SpA's total revenues and margins, so it is reasonable to foresee, in the event of the imposition of duties, negative impacts on the amount of investments planned by the exhibitors of these exhibitions in the purchase of areas and related services. In spite of the uncertainties about when and how duties will be applied, Italian exports in the first half of 2025 performed well and, as things stand, there is no particular negative outlook on trade fair performance.

    The Italian exhibition sector continues to play in instrumental role in industrial policy, particularly as around 50% of exports by domestic SMEs are generated from exhibition activity each year according to data from the reference Italian Exhibition and Trade Fair Association (AEFI). However, the exhibition market remains a mature market, with high barriers to entry and investment concentrated towards the biggest events with the highest international appeal. Fiera Milano is facing an increased level of competition in the exhibition sector, with particular reference to the European and national context, worsened in recent years by repositioning in the exhibition calendar and consequent overlaps between competing events, brought about by the pandemic, and, more recently, by the intense M&A activity of the main operators. The exhibition market in Italy is increasingly polarised by the major players: the market share of the top 5 operators, according to STAX data is consistently above 50%, with peaks in recent years of up to around 80%; such players seek growth opportunities through partnerships and M&A transactions, also abroad.

    In this context, the Group is dedicated to following strategic lines dictated by the 2024-2027 Plan:

    (i) strengthening the portfolio of own exhibitions, in particular by consolidating the leadership of Host, investing in the growth of B2B exhibitions and launching new exhibitions in attractive sectors during the period; (ii) attracting international events to the Milan area through agreements with leading operators; (iii) expanding the congress business by optimising the use of space, investing in new high value-added services and attracting new international conferences and large corporate events; (iv) becoming an integrated service provider, also through the acquisition of companies operating in sectors adjacent to the core business (e.g., stand fittings, logistics), thus covering the

    value chain of the exhibition and congress business (v) developing the entertainment business, both indoor and outdoor, with sports and music events.

    Cyclical nature and seasonality of the exhibition and congress industry

    Organising and hosting exhibitions, exhibitions and congresses is, by its nature, subject to seasonality and demand cyclicality, both of which are particularly relevant to the Italian and European markets. Indeed, they are characterised by the almost total absence of exhibitions in the summer months, and by the presence of biennial and multi-annual exhibitions. This seasonality has a significant effect on the annual spread of Group revenues and profits and exposes it to the risk that use of the exhibition and congress facilities is sub-optimal in terms of reaching expected profitability.

    The management's current strategy, also based on (i) attracting events of international scope to the Milanese district through agreements with leading operators (ii) expanding conference activities and

    (ii) developing the entertainment business, which will lead to the occupation of spaces for music and sports events in periods of 'negative' calendar, will allow for greater stability in revenues and margins both during the year and between even and odd years.

    Risks related to the dependency of Group companies on the exhibition and congress business

    The dependence of some Group companies in the exhibition and congress business is significant, in particular, Nolostand SpA and Mico DMC Srl, which have businesses that continue to be for a large part dependent on the exhibition and congress portfolio of the Group.

    To address this dependency and the inherent risks it poses to the business of the aforementioned companies, the Group has implemented some measures to mitigate the potential negative effects on its consolidated results.

    Mico DMC is engaged in the development of non-captive business lines, such as corporate events and the proposition of new DMC services (e.g. registration services, entry visa management).

    For Nolostand SpA, this risk factor is ingrained in the organisational operating model the Group has selected and adopted for Nolostand SpA, whose operations are nearly entirely captive in relation to the exhibition and congress business. The company is nonetheless committed, as part of the 2024-2027 Strategic Plan, to developing a business line for "off-site" contracts, also leveraging on agreements with other partners (e.g. the "Erigo" network agreement with Allestimenti Benfenati) that have events in their portfolio that are not strictly trade fairs.

    Risks relating to market demands for sustainability requirements

    The Group is exposed to the risk that in the current or future market context, certain types of client mainly exhibition and congress organisers and large Anglo-Saxon exhibitors, with a high focus on ESG issues, may prefer other exhibition and congress companies. Also relevant is the issue of sustainability of the host 'city system' structures (e.g: hotels), especially in the congress field.

    With a view to managing this risk factor, the Group has defined a framework of sustainability objectives, integrated into the 2024-2027 Strategic Plan, which includes a series of initiatives, many of which have already been completed.

    Firstly, an ISO certification plan that currently includes (i) the controlling entity Fiera Milano, already certified ISO 9001 - Quality, ISO 20121 - Sustainable Management System for Events, ISO 45001 -Health and Safety, ISO 14001 - Environment, ISO 37001 - Anti-bribery management systems and UNI/PDR 125, gender equality certification (ii) the subsidiary Nolostand, operating in the stand fitting business, which adopts an integrated management system (IMS) that includes ISO 9001 -Quality, ISO 14001 - Environment, ISO 45001 - Health and Safety, ISO 20121 - Sustainable Management System for Events (iii) the subsidiary Fiera Milano Congressi, which manages the congress business, is certified ISO 20121 - Sustainable Management System for Events and ISO 14001 - Environment.

    Fiera Milano also received a sustainability rating from Sustainalytics, with a score that placed Fiera Milano in the second best 'Low Risk' rating class.

    The initiatives included in Strategic Plan 24-27 also include:

    -Reduction of CO2 Scope 1 + Scope 2 emissions by at least -60% compared to 2023;

    -Increasing the percentage of electricity from renewable sources from 38% to 70%;

    -Launch of a new exhibition on industrial decarbonisation (Net Zero Milano, held in May 2025);

    -Assuring that at least 80% of the value of supplies is covered by ESG evaluation screening.

    Commodity price risk (energy)

    Energy price tensions, which became apparent at the beginning of 2025 in connection with the definitive cessation of gas transit through Ukraine of the remaining Russian gas, gradually subsided within the framework of the downward price stabilisation that characterised the first half of 2025. In any event, the company is engaged in an ongoing monitoring activity that includes, where deemed necessary, a hedging strategy on the Mhw price, with the aim of seizing the most favourable opportunities arising in energy prices, modulating the hedge ratio accordingly. Also worth mentioning is the completion in 2024 of the expansion of the photovoltaic plant in the Rho exhibition site, which now has a total capacity of 18 Mwh, covering 30% of the site's energy needs.

    Also for other raw materials such as wood (used for stand panels) and polymers (used for graphics, signage, textiles and carpeting), their prices, which had already stabilised during 2024, continued the same trend during the first half of 2025. Wherever possible, the Group has put in place advance procurement policies for certain materials and entered into framework agreements with suppliers at prices set for the short term. On the revenue side, the Group companies amended their price lists with the aim of preserving order margins.

  2. Operational risks related to processes and organisation

Climate change - physical risks and transition risks

Fiera Milano recognises the growing importance of climate change challenges and integrates these aspects into its development strategy. The Group adopts a systematic method to identify, analyse and address climate risks, both physical and transitional, ensuring constant monitoring through a structured risk management framework. At the end of 2024, Fiera Milano conducted an in-depth investigation to assess the potential impact of these risks on its operations.

As far as physical risks are concerned, the analysis examined the venues in which trade fair and conference events are hosted and organised, the support facilities (warehouses) and some physical facilities managed by strategically important suppliers (e.g. datacentres), traceable to the Group's Italian companies. Similarly, the same analysis was conducted with regard to foreign subsidiaries. The objective was to understand the impacts and possible mitigation actions of extreme weather events, which can be sudden, such as storms, fires and floods, or gradual, such as rising average temperatures, prolonged heat waves and persistent droughts. The methodological approach was based on globally recognised climate models, including those developed by the Intergovernmental Panel on Climate Change (IPCC), which outline different future scenarios based on greenhouse gas emissions.

Specifically, three reference scenarios were considered: an optimistic one (RCP2.6), in line with the goals of the Paris Agreement to limit global warming to 1.5 °C by the end of the century; an intermediate one (RCP4.5); and one characterised by high emissions (RCP8.5), reflecting a development without significant carbon footprint reduction measures. This assessment allows the Group to plan effective strategies to deal with the potential impacts of climate change and ensure the resilience of its operations. Analyses were conducted considering three different time horizons: the short term (2-5 years), with a focus on immediate impacts and actions needed to ensure business continuity and resilience; the medium term (5-10 years), to assess the effects of climate change with respect to global sustainability goals and the evolution of the regulatory framework; and the long term (more than 10 years), with a focus on structural resilience and strategies to address the challenges of global warming, including carbon neutrality commitments and international Net Zero guidelines.

The analysis showed that the level of exposure to climate risks for the Fiera Milano's assets is generally low, with the exception of some exhibition sites located in China, such as Guangzhou, Dongguan and Shenzhen, which are related to the JV affiliate with Deutsche Messe, which are exposed to extreme rainfall and potential flooding. The assessments of the financial damage caused by climate risks confirmed an insignificant financial impact on all sites. Since the exhibition and

congress venues are not owned by Fiera Milano SpA, the possible economic damage is mainly associated with lost revenues due to business interruptions caused by extreme weather events. The analysis showed that this impact, in relation to the short-term time horizon, is below the materiality threshold in terms of EBITDA set by the Enterprise Risk Management (ERM) framework.

However, to deal with the repercussions of events of the type described, the Group has implemented a Business Continuity Management framework. This includes a Crisis Management Plan and a series of business continuity procedures that outline the operational responses to be enacted during crises, including situations involving asset unavailability.

As regards maintenance, work was carried out on the exhibition structures, such as (i) re-roofing of the pavilions, in preparation for the installation of photovoltaic panels, with improvement of the thermal seal and reduction of water infiltration (ii) renovation of the downpipes and eaves of the halls (iii) installation of a sensor monitoring system of the elastic behaviour of the steel structures of the web.

The Group also has adequate insurance cover (Property Damage and Business Interruption) as part of the Group All Risks Property policy.

In the context of transition risks, Fiera Milano faces challenges related to regulatory developments, investor expectations and changes in the market, which is increasingly focussed on sustainable models. The analysis of transition risks is based on the forecast scenarios developed by the International Energy Agency (IEA) and the IPCC, which include the path to Net Zero by 2050, policies currently in place and commitments announced by governments. These scenarios outline possible decarbonisation trajectories and their implications for corporate strategy.

Technological transformation is also a relevant aspect for Fiera Milano, as the adoption of innovative solutions is essential to maintain competitiveness and resilience in the long run. Specifically, climate change poses significant challenges in the medium to long term for photovoltaic systems and exhibition infrastructures, as rising temperatures and the increasing frequency of extreme weather events can reduce operational efficiency, accelerate component wear and tear, and increase maintenance costs. Technological obsolescence represents a further risk, as the failure to implement advanced solar panels, thermally managed cooling systems and extreme weather resistant technologies could undermine competitiveness and increase operating expenses. To mitigate these risks, Fiera Milano is testing innovative solutions concerning the implementation of predictive monitoring systems, energy storage and microgrids, with the aim of further improving energy efficiency and increasing the resilience of exhibition infrastructures.

Among the risks mapped by Fiera Milano, the one that stands out is that linked to the product sectors represented by the exhibitions and congresses hosted and organised by the Group. Significant portions of revenues and related margins come from trade fair and conference events related to sectors potentially impacted in the medium to long term by the climate transition. For example, sectors such as fashion, transport, chemicals and automotive present a high risk of transition, requiring investments in circular economy, sustainable materials and decarbonisation. This dynamic represents a challenge, but also a strategic opportunity to anticipate market needs and strengthen leadership.

To address these risks and capitalise on the opportunities, Fiera Milano has developed the 2024-2027 strategic plan in which decarbonisation takes centre stage among its sustainability objectives, integrating climate risks into its long-term strategies to strengthen operational resilience.

Risks from terrorist attacks and social unrest

The exhibition and congress sites managed by Fiera Milano Group are considered a target at risk of potential terrorist attacks or social unrest, given the high number of people that may be present at peak exhibitions and the consequent media attention that events of this nature would attract. The possible negative repercussions include damage to structures, people and the consequent inability to continue operating.

For risk mitigation measures, the Group has long maintained an effective security system for managing access; in particular, following the instructions of and in cooperation with the competent

authorities, it has increased the level of security and access control in the exhibition areas by introducing airport-style security checks (baggage scanners and metal detectors for people at the access points), preventative clearance measures conducted in all areas in collaboration with the law enforcement agencies, and protection of the pedestrian areas using road blocks and new jerseys to prevent vehicle access.

In addition, a CCTV system revamping project was recently launched in the Rho exhibition site, with the aim of raising the level of security on the relevant perimeter, using high-resolution cameras and advanced monitoring systems.

Additionally, within the insurance framework, the Group's third-party liability policy encompasses a provision for coverage against damages arising from acts of terrorism. Similarly, the "all risks -property" policy includes a safeguard for damages due to terrorism, as well as a section on Indirect Damage - Business Interruption, which compensates for the loss of profits following a claim related to such incidents.

Risks related to the launch and repositioning of exhibitions and the loss of key events

Despite the considerable number of events organised and hosted in the Rho exhibition site, a considerable amount of the exhibition space and the related revenues and profitability are linked to a limited number of specific events both directly organised and hosted (e.g. Salone del Mobile, Eicma Moto, Mostra Convegno Expocomfort, CPHI, Host, Tuttofood, Linea Pelle). Therefore, it is possible that these events could record a negative performance, which would affect their continuity over time, or that they could move (for hosted events) to other exhibition sites, with a consequent negative impact on the Group's results.

To address these uncertainties, the Group has drawn up plans of action with a view to reducing its risk exposure.

In terms of its hosted exhibitions, the Group has always pursued a policy of renewing hosting agreements with third-party organisers in the medium to long-term, with the aim of consolidating the visibility of its exhibitions portfolio as much as possible in the years to come.

Additionally, the Group's leadership pursues a strategy to cultivate new exhibitions, such as the Next Mobility Exhibition and the Global Elevator Exhibition, NetZero Milan and to attract internationally recognised events, including GASTECH, CPHI, and ITMA, to the Milan exhibition site by forming partnerships with prominent organisers.

Furthermore, with regard to the weak situation seen in the recent past in terms of the reference markets - or of some segments - there appears to be a need to reposition several own exhibitions (e.g.: MILANO Home, which succeeds HOMI, and MADE EXPO), for which actions such as changes in format, changes of dates and/or location, spin-offs or insertion of new product sectors have been implemented, in whole or in part, with consequent greater exposure to the risk of under-performance of these events with related repercussions on the expected results, both in the short and medium-long term. This risk is mitigated through the engagement of new skills in the Business Unit teams and by creating cross-functional teams, with specific skills in the businesses in question, able to provide support to the business units in developing repositioning projects, by analysing competitive scenarios and market trends.

Dependence on suppliers

Fiera Milano makes intensive use of its service provider operations, so much so that the Group's ability to host and organise events and congresses depends on the regular operation of the suppliers involved in the main processes (cleaning, carpet laying, equipment, logistics, maintenance, energy, surveillance, etc.). For some of these product categories, for technical and management reasons, the current supplier is the only one contracted (security, logistics), so that an accidental failure of one of these operators would entail a risk of loss of profit due to the interruption, even temporary, of the exhibition activity, as the Group would not be able to replace the supplier immediately, with repercussions also of a reputational nature.

To deal with this type of risk, the Group purchasing function has a policy of dividing each single service among multiple suppliers and different contractual terms, using a number of operators for each product category, to avoid dependence on single suppliers for any given service. Should the