Italian Exhibition S p A : Annual Financial Report 2025

MANAGEMENT REPORT

Annual Financial Report 2025

SUMMARY

GROUP STRUCTURE 4

COMPOSITION OF CORPORATE BODIES 5

INTRODUCTION 6

GROUP PROFILE 6

MANAGEMENT REPORT 7

FINANCIAL HIGHLIGHTS 8

Consolidated Sustainability Report 39

Environmental Information 69

European Taxonomy - Information pursuant to Article 8 of Regulation 2020/852 69

ESRS E1 - Climate Change 80

ESRS E2 - Pollution 96

ESRS E4 - Biodiversity and ecosystems 101

ESRS E5 - Circular Economy 103

Social information 110

ESRS S1 - Own workforce 110

ESRS S2 - Workers in the value chain 132

ESRS S3 - Affected communities 138

ESRS S4 - Consumers and end users 147

Governance information 151

ESRS G1 - Business Conduct 151

Consolidated Financial Satements 157

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 158

CONSOLIDATED INCOME STATEMENT 160

COMPREHENSIVE CONSOLIDATED INCOME STATEMENT 161

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 162

CONSOLIDATED CASH FLOW STATEMENT 163

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 164

ANNEXES 239

INDEPENDENT AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 250

FINANCIAL STATEMENTS 252

STATEMENT OF FINANCIAL POSITION 253

INCOME STATEMENT 255

STATEMENT OF COMPREHENSIVE INCOME 256

STATEMENT OF CHANGES IN EQUITY 257

CASH FLOW STATEMENT 258

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS 259

ANNEXES 329

INDEPENDENT AUDITORS' REPORT ON THE SEPARATE FINANCIAL STATEMENTS . 332 BOARD OF STATUTORY AUDITORS' REPORT 334

BOARD OF DIRECTORS(1)

Maurizio Renzo Ermeti Chairman

Corrado Arturo Peraboni Chief Executive Officer

Gian Luca Brasini Executive Director

Moreno Maresi Independent Director

Emmanuele Forlani Director

Alessandro Marchetti Independent Director

Anna Cicchetti Independent Director

Laura Vici Independent Director

Alessandra Bianchi Independent Director

Meris Montemaggi Independent Director

BOARD OF STATUTORY AUDITORS (2)

Luisa Renna Chairwoman

Stefano Berti Statutory Auditor

Fabio Pranzetti Statutory Auditor

Paolo Gasperoni Alternate Auditor

Sabrina Gigli Alternate Auditor

CONTROL AND RISK COMMITTEE, RELATED PARTIES COMMITTEE

Alessandra Bianchi Chairwoman

Moreno Maresi Full Member

Anna Cicchetti Full Member

Meris Montemaggi Full Member

APPOINTMENTS AND REMUNERATION COMMITTEE, SUSTAINABILITY COMMITTEE

Laura Vici Chairwoman Alessandro Marchetti Full Member Emmanuele Forlani Full Member

Alessandra Bianchi Full Member

INDEPENDENT AUDITORS(3)

PricewaterhouseCoopers S.p.A.

MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORT

Lucia Cicognani

1. The Board of Directors shall remain in office until the Shareholders' Meeting called to approve the financial statements for the year closing 31 December 2026.

2. The Board of Statutory Auditors shall remain in office until the Shareholders' Meeting called to approve the financial statements for the year closing 31 December 2025.

3. PricewaterhouseCoopers S.p.A. has been appointed to perform the statutory audit for the nine years 2019 - 2027 and shall remain in office until the Shareholders' Meeting called to approve the financial statements for the year closing 31 December 2027.

MANAGEMENT REPORT

This annual financial report has been prepared pursuant to article 154c of the Consolidated Law on Finance and drafted in accordance with the International Accounting Standards (IAS/IFRS) adopted by the European Union.

This version has been prepared for the purposes of convenience and does not contain the ESEF information as specified in the ESEF Regulatory Technical Standards (EU Delegated Regulation 2019/815 as amended).

The Financial Report to the consolidated financial statements as at 31 December 2025 in ESEF format, including markings, is available on the company's website https://www.iegexpo.it/.

The IEG Group is active in the organisation of trade fair events, the hosting of trade fairs and other events in exhibition spaces, the promotion and management of conference centres, and the provision of services related to trade fair and conference events. The Group also works in the fields of publishing and exhibition services related to the sports events it hosts.

The Group has established itself as one of the leading national and European operators in the trade fair organisation sector: in particular, it is an Italian leader in the organisation of international events, focusing on those targeted at the professional sector (so-called B2B events).

It organises and manages trade fairs primarily at the following sites:

• Quartiere Fieristico di Rimini (Rimini Exhibition Centre), located at Via Emilia 155, Rimini;

• Quartiere fieristico di Vicenza (Vicenza Exhibition Centre), located at Via dell'Oreficeria 16, Vicenza;

• Palacongressi di Rimini, located at Via della Fiera 23, Rimini;

• Vicenza Convention Center, located at Via dell'Oreficeria 16, Vicenza.

The two exhibition centres are owned by the parent company Italian Exhibition Group S.p.A., the Rimini convention centre is leased while the one in Vicenza is part owned and part leased, based on a gratuitous loan for use agreement expiring on 31 December 2050.

The parent company also operates through local units in Milan, Fiuggi, Naples and Arezzo.

Aside from the Rimini and Vicenza sites, the Group organises exhibition events in the trade fair districts run by other operators in Italy and abroad (e.g. Rome, Milan, Arezzo, Dubai, Chengdu, Leon, São Paulo) also through subsidiaries, associated and joint control companies.

Italian Exhibition Group S.p.A. is a subsidiary of Rimini Congressi S.r.l. which, in turn, drafts the consolidated financial statements. The company is not subject to management and coordination by Rimini Congressi

S.r.l. pursuant to art. 2497 et seq. of the Italian Civil Code as none of the activities typically entailing management and coordination within the meaning of Art. 2497 et seq. of the Italian Civil Code exist.

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MANAGEMENT REPORT

7

This Consolidated Annual Financial Report as at 31 December 2025 has been prepared pursuant to article 154c of the Consolidated Law on Finance and drafted in accordance with the International Accounting Standards (IAS/IFRS) adopted by the European Union.

The amounts shown in the tables of this Management Report are stated in thousands of euros; the notes commenting on them are expressed in thousands of euros. Comparative figures for 2024 have been restated as a result of the final accounting of the purchase price allocation related to the acquisition of Venditalia S.r.l. and Palakiss S.r.l., in accordance with IFRS 3. For further information please refer to Annex 4.

The following table summarises the IEG Group's main economic and financial results as at 31 December 2025 and the comparison with the previous year.

As at 31 December 2025, the Group recorded Revenues of 266.4 million euros, an increase of 16.6 million euros (+6.6%) compared to the 249.8 million euros recorded as at 31 December 2024, despite the absence of important two-yearly events such as Tecna (International Exhibition of Technologies and Supplies for Surfaces) and IBE (Intermobility Future Ways) in Italy and Fesqua (International Door and Window Fair) in Brazil and negative exchange rate effects of approximately 1.2 million euros. Growth was supported by the development of both flagship events and minor events in the organised events business line to the tune of around 13.0 million euros, as well as by the increasing influence of the conference division, which contributes an increase of 3.1 million euros to revenue growth, while the change in the scope of consolidation following the acquisitions contributed an incremental turnover of around 10.8 million euros.

Adjusted EBITDA amounted to 70.9 million euros, an improvement of 5.2 million euros compared to 31 December 2024 when the Group recorded a gross operating margin of 65.7 million euros. The Adjusted EBITDA Margin amounted to 26.6% of turnover, an improvement of 0.3 percentage points compared to 26.3% in the previous year, due to the higher volumes realised on organised events, which absorbed the negative effect of the absence of the two-yearly events in even-numbered years, and the strengthening of the Group's operating structure.

Adjusted EBIT amounted to 49.6 million euros, up 2.2 million euros from the previous year. The percentage operating profitability came to 18.6% of revenue compared to 19.0% as at 31 December 2024 due to the effect of an increase in depreciation and amortisation of around 3.0 million euros.

The Group closed the period with Revenues of 30.4 million euros, down 2.0 million euros compared to the 32.4 million euros recorded the previous year. The decrease in net income was impacted by the normalisation of the tax rate from 19.7% as at 31 December 2024 to 30.3% as at 31 December 2025.

The Net Financial Position as at 31 December 2025 showed an increase in debt of 28.2 million euros, rising from 62.2 million euros in 2024 to 90.4 million euros because of the effects of the investments made during the year and a higher cash absorption caused by working capital dynamics due to contingent factors that are expected to be reabsorbed during 2026.

The management uses certain performance indicators not identified as accounting measures under IFRS (NON-GAAP measures) to better assess the Group's performance. The determination criterion applied by the Group may not be consistent with that adopted by other Groups and the indicators may not be comparable with those determined by the latter. These performance indicators, determined in accordance with the Guidelines on Performance Indicators issued by ESMA/2015/1415 and adopted by CONSOB in communication no. 92543 of 3 December 2015, refer only to the performance of the accounting year covered by this Consolidated Annual Financial Report and the periods compared. The performance indicators should be considered as complementary and do not replace the information drafted in accordance with the IFRSs. The main indicators adopted are described below.

• EBIT (Earnings Before Interest, Taxes) or Operating income: this indicator is defined as Profit/(Loss) for the year from continuing operations before financial management and income taxes.

• Adjusted EBIT (Earnings Before Interest, Taxes) or Adjusted Operating Income: this indicator is defined as Profit/(Loss) for the year from continuing operations before financial management and income taxes and costs and revenues considered by management to be non-recurring. Please refer to annex number three of this document for the reconciliation of APIs.

• EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) or Gross Operating Margin: this indicator is defined as Profit/(Loss) for the year from continuing operations before depreciation of property, plant and equipment and amortisation of intangible assets and rights of use, financial management and income taxes.

• Adjusted EBITDA or Adjusted Gross Operating Margin: this indicator is defined as Profit/(Loss) for the year from continuing operations before depreciation and amortisation of property, plant and equipment, intangible assets and usage rights, financial management, income taxes and costs and revenues considered by management to be non-recurring. Please refer to annex number three of this document for the reconciliation of APIs.

• Net Trade Working Capital: this indicator is calculated as the sum of Inventories and Trade Receivables net of Trade Payables.

• Net Working Capital: this indicator is calculated as the sum of Net Trade Working Capital and Other Current Assets and Liabilities including Current Provisions for Risks and Charges.

• Net Invested Capital: this indicator is represented by total Current and Non-Current Assets, excluding financial assets, net of Current and Non-Current Liabilities, excluding financial liabilities.

• NFP (Net Financial Position): this indicator is calculated in accordance with the provisions of "Warning notice no. 5/21" of 29 April 2021 issued by Consob, which refers to ESMA Guideline 32-382-1138 of 4 March 2021.

• Monetary NFP (Monetary Net Financial Position): this indicator is calculated in accordance with the provisions of "Warning notice no. 5/21" of 29 April 2021 issued by Consob, which refers to ESMA Guideline 32-382-1138 of 4 March 2021, with the exclusion of items related to leases accounted for in accordance with IFRS 16, Put Options and Derivative Financial Instruments recognised in accordance with IFRS 9.

• Free Cash Flow: this indicator is calculated as cash flow from operating activities net of investments in property, plant and equipment and intangible assets (excluding fixed assets under right of use recognised during the period in accordance with IFRS 16) and financial and tax expenses and income related to operating activities.

• Adjusted Free Cash Flow: this indicator is calculated as cash flow from operating activities net of ordinary investments in tangible and intangible fixed assets (excluding fixed assets under right of use recognised during the period in accordance with IFRS 16) and financial and tax expenses and income related to operating activities. Extraordinary investments are excluded.

The following table shows the main economic components for the period compared with the previous period.

Group Revenues as at 31 December 2025 amounted to 266.4 million euros, an increase of 16.6 million euros (+6.6%) compared to 31 December 2024. Organic growth in turnover as at 31 December 2025 was

18.3 million euros, driven in particular by higher demand for exhibition space and the growth of the conference division.

There was also a change in the scope of consolidation in 2025, which contributed to the growth in turnover of approximately 10.8 million euros, thanks to the acquisitions, in Italy, of Immaginazione S.r.l., a company that operates in the sector of the design, construction and graphics of exhibition and conference stands; Movestro S.r.l., owner of the assets for the realisation of the "Italian Bike Festival" event; and, in Brazil, of "InfraFM" and "Fenagra".

Finally, the top line was impacted to the tune of 10.3 million euros by the calendar effect due to the absence of "Tecna" (International Exhibition of Technologies and Supplies for Surfaces) in Italy and "Fesqua" (International Door and Window Fair) in Brazil, and by negative exchange rate effects of about

1.2 million euros.

With regard to the Group's only operating segment, i.e. the "Organisation of trade fairs, events and related services", the following table shows the revenue figures broken down by business line:

Revenues from the Organised Events business line, which represented 61.3% of the Group's turnover in 2025, came to 163.3 million euros, an increase of 9.0 million euros (+5.8%) compared to the previous year. The main driver of the incremental change in turnover was the organic component, which amounted to

13.0 million euros (all the main events organised grew with a significant contribution from KEY), a scope effect of 5.4 million euros, while the calendar effects represented by the absence of the two-yearly Tecna and Fesqua shows resulted in a contraction of approximately 9.6 million euros.

Hosted Events recorded total revenues of 4.1 million euros, an increase of 0.4 million euros compared to 31 December 2024 due to the growth in the amount of space requested by third-party organisers and the services offered to exhibitors in connection with the exhibition area.

The Conference Events business line hosted a total of 103 conferences at the Group's sites with revenues of 23.9 million euros, up 3.1 million euros compared to 2024 (when they amounted to 20.8 million euros), thanks to a more selective focus on large-scale events.

Revenue attributable to the Related Services segment amounted to 69.8 million euros (65.3 million euros as at 31 December 2024), up 4.5 million euros (+6.9%) compared to the previous year thanks, in particular, to the inclusion of Immaginazione S.r.l. in the consolidation scope, which generated an increase of 5.3 million euros, while the changes in the Euro/US Dollar exchange rate had a negative effect of 1.2 million euros.

Publishing, Sporting Events and Other Activities. The publishing activities carried out for the tourism (TTG Italia and InOut) and jewellery sectors (VO+ and Trendvision), the sports events and other residual revenues recorded total revenues of 5.4 million euros, down 0.4 million euros from the result obtained as at 31 December 2024.

Operating Costs as at 31 December 2025 amounted to 143.9 million euros (137.4 million euros as at 31 December 2024), with the percentage of turnover decreasing from 55.0% to 54.0% of turnover as a result

of the higher volumes, which allowed for the improved absorption of both fixed costs related to the organisation of events and structural management costs.

The Contribution Margin recorded in the year came to 122.5 million euros, an increase of 10.0 million euros compared to the previous year (112.5 million euros), and corresponds to 46.0% of revenues, a 1% improvement over the previous year (45.0%) due to both the internal growth in the organised events and conference division, and the contribution of newly acquired products.

Labour costs as at 31 December 2025 amounted to 52.5 million euros, an increase of 4.3 million euros compared to the previous year when they came to 48.2 million euros. As a percentage of turnover, they account for 19.7%, down 0.4 percentage points compared to 31 December 2024. This increase is attributable to changes in the scope of consolidation to the tune of 2.2 million euros and the execution of plans to hire and retain the resources needed to develop and manage the product portfolio and to support the growth envisaged in the Strategic Plan.

The Adjusted Gross Operating Margin (Adjusted EBITDA) amounted to 70.9 million euros, an improvement of 5.2 million euros compared to 2024 when it amounted to 65.7 million euros. The Adjusted EBITDA Margin at 31 December 2025 stood at 26.6% of revenue compared to 26.3% at the end of 2024, ensuring the operating margin remained broadly stable despite the unfavourable calendar.

The Group's Adjusted EBIT at 31 December 2025 stood at 49.6 million euros, an improvement of 2.2 million euros compared to the previous year, with a percentage profitability of 18.6%, down 0.4 percentage points compared with 2024.

Financial Operations as at 31 December 2025 were negative by 5.0 million euros, as compared with -5.5 million euros previous year. This change is mainly attributable to the positive impact generated by the valuation of investees using the equity method and despite the deterioration generated by the currency balance.

Earning Before Taxes as at 31 December 2025 was 43.6 million euros, an improvement of 3.2 million euros compared to 31 December 2024.

Income taxes amounted to 13.2 million euros, an increase of 5.3 million euros. The effective tax burden was 30.3%, compared to 19.7% in 2024 when the company benefitted from the utilisation of tax losses carried forward.

The Group's Profit for the period amounted to 30.4 million euros, down 2.0 million euros compared to the year ended 31 December 2024.

The fourth quarter of 2025 recorded Revenues of 75.6 million euros, an increase of 5.0 million euros compared to the same period of the previous year, when they amounted to 70.6 million euros.

With regard to the Group's only operating segment, i.e. the "Organisation of trade fairs, events and related services", the following table shows the revenue figures broken down by business line for the fourth quarter of 2025:

The Group ended the last quarter of the year by hosting scheduled events such as Ecomondo, TTG, INOUT and the Dubai Muscle Show, which generated a total turnover of 52.0 million euros, an increase of 1.1 million euros thanks to solid organic growth. Related services contributed 14.9 million euros to the quarterly turnover, up 3.7 million euros thanks to the increase in volumes recorded by the Organised Events division and the inclusion of Immaginazione S.r.l. in the scope of consolidation.

The Gross Operating Margin (Adjusted EBITDA) for the fourth quarter of the year amounted to 25.8 million euros, up 2.7 million euros (+11.6% compared to the same quarter of the previous year) as a result of the reduction in structural costs due to advanced payment of these costs in previous quarters.

The Adjusted Operating Result (Adjusted EBIT) for the fourth quarter of 2025 amounted to 20.0 million euros, an improvement of 2.4 million euros and with an EBIT margin of 26.4%, an improvement of 1.5% compared to 2024.

The Group result for the quarter was 14.3 million euros, an improvement of 2.9 million euros compared to the fourth quarter of the previous year.

Net Invested Capital, equal to 245.2 million euros (201.9 million euros as at 31 December 2024), increased by 43.3 million euros due to an increase in fixed capital of 38.8 million euros and in net working capital of

4.2 million euros.

Fixed Capital (325.0 million euros as at 31 December 2025) recorded an overall increase of 38.8 million euros mainly attributable to new investments in tangible fixed assets of 41.4 million euros, connected with the construction work on the new pavilion at the Vicenza expo centre, and the implementation of the new SAP ERP; depreciation and amortisation reduced Fixed Capital by 21.0 million euros; the change in the scope of consolidation generated new goodwill of about 11.9 million euros, while the valuation of non-controlling equity investments generated a positive change of around 5.9 million euros.

The negative Net Working Capital of 71.8 million euros as at 31 December 2025 decreased by 4.2 million euros compared to 31 December 2024 when it was 76.1 million euros. The change reflects a cash outflow of €4.3 million due to factors related to the implementation of the new SAP management system, which are expected to be absorbed during 2026.

The Group's Net Financial Position as at 31 December 2025 is 90.4 million euros, up 28.2 million euros compared to 31 December 2024.

Operating cash generated in the year amounted to 3.0 million euros. During the year, the Group made new investments amounting to 41.4 million euros, mainly related to the redevelopment of the Vicenza expo centre, and completed new acquisitions in the amount of 10.5 million euros. Operating cash net of expansion investments amounted to 26.2 million euros, a decrease of 28.0 million euros compared to 31 December 2024. Dividends of 6.1 million euros were paid out during the year, while other non-cash changes mainly included the recognition of the value of put options on minority interests in acquisitions made during 2025. Taxes recognised in the income statement during the year amounted to 13.7 million euros, an increase of 5.4 million euros compared to 31 December 2024.

The following table shows the main reclassified financial and equity components of parent company IEG

S.p.A. as at 31 December 2025 compared to 31 December 2024. See the Explanatory Notes to the parent company's separate financial statements for more details.

Research plays an important part in enabling the Group to pursue its objectives and maintain its competitiveness in a sector that is becoming increasingly competitive, characterised by a growing output rate compared with a market with more limited dynamics.

The Group's Research and Development activities are aimed on the one hand at the development of the services offered by the subsidiaries and, on the other, at the development of the product portfolio through national and international business development activities. The study of new sectors and major strategic projects are coordinated directly by the management of IEG S.p.A. and the Group, in close contact with the Board of Directors.

Research costs are fully covered during the accounting period.

The Human Resources Department of the parent company IEG S.p.A., coordinated by the Chief Corporate Officer, is responsible for the definition and supervision of policies, departmental processes in personnel management in the following areas: talent acquisition, development and training (Talent Management), organisational development (Work Organisation) and remuneration systems (Compensation & Benefits). Human capital is an enabling factor for the Group's development: for more in-depth information on its composition and all the policies implemented for its management and development, please refer to the Social Information sections of this Report.

Italian Exhibition Group S.p.A. considers the needs and satisfaction of its Customers and Stakeholders, respect and protection of the environment, and the safeguarding of occupational health and safety as essential values for the development of its business activities.

These values are irrevocable key aspects that do not conflict with the company's development, but rather promote it. They are elements of its productive investment strategy and concrete and evident proof of its commitment to sustainable development and the continuous improvement of its activities

and quality, environmental and safety performance.

To this end, Italian Exhibition Group S.p.A. has launched a process to plan, develop and maintain an integrated company management system that complies with current regulations on the Environment and Occupational Health and Safety. For further details see the sections on Environmental Information in this Report.

Effective risk management is a key factor in maintaining the value of the Group over time. In this regard, within the framework of the Corporate Governance system, the risk management policy adopted by IEG constitutes the set of organisational structures, rules and procedures aimed at enabling the identification, measurement, management and monitoring of the main corporate risks within the Group, contributing to the healthy, correct and consistent management of the business in accordance with the objectives defined by the Board of Directors and favouring the taking of informed decisions consistent with the risk appetite, as well as the spread of the correct understanding of risks, legality and corporate values.

The Board of Directors has the task of defining guidelines so that the main risks to which IEG S.p.A. and its subsidiaries are exposed are correctly identified, as well as adequately measured, managed and monitored.

The Board of Directors identifies the following corporate company bodies in charge of risk management, defining their respective duties and responsibilities within the Internal Control and Risk Management System:

• Management Team, composed of Executive Directors and Executives with Strategic Responsibilities, which identifies and assesses operational risks directly connected with the strategy and the realisation of strategic objectives in accordance with the executive responsibilities entrusted to them.

• The Control and Risk Committee (composed, in line with the provisions of the Corporate Governance Code, of 4 Directors, independent and non-executive) has the task of supporting, with adequate preliminary investigations, the assessments and decisions of the Board of Directors relating to the internal control and risk management system, as well as being entrusted with the functions of the Related Parties Committee.

• Remuneration and Nomination Committee (consisting of 4 Directors) to which the functions of the Sustainability Committee are also assigned.

• Supervisory Board with the task of supervising the correct implementation, effectiveness and observance of Model 231 within the company as well as ensuring that it is updated.

• Whistleblowing Case Managers tasked with receiving and analysing whistleblowing reports, in connection with the company organisation, regarding unlawful conduct pursuant to the EU definition of violations of sectoral acts.

  The general principles of risk management and the bodies entrusted with assessing and monitoring risks are contained in the Corporate Governance Report, the Organisation, Management and Control Model pursuant to Italian Legislative Decree no. 231/2001 and the accounting and administrative control model (pursuant to article 154b of the Consolidated Law on Finance).

  In order to define the categories of risk on which to focus its attention, the Group has adopted a model for identifying and classifying risks, starting with classes of risk subdivided by type, in relation to the management level or corporate function where they originate or which is responsible for monitoring and management.

  The Internal Audit function systematically assesses the effectiveness and efficiency of the Internal Control and Risk Management System as a whole, reporting the results of its key control testing activities directly to the Chairperson, the Chief Executive Officer and the Board of Statutory Auditors. The function prepares the analysis of related party transactions for the Risk Control Committee when it meets with the functions of the Related Parties Committee, and reports to the Supervisory Board for the specific risks related to

  compliance with Legislative Decree no. 231/2001 and at least once a year to the Board of Directors, thus guaranteeing independence and autonomy.

  Below are the main risks for each of the risk families listed above. The order in which they are listed does not imply any classification, neither in terms of the probability of their occurrence, nor in terms of their possible impact.

  The first-level risk families identified on the basis of the Risk Management Policy are as follows:

• External and strategic risks;

• Operational risks;

• Risks of non-compliance;

• Financial risks.

  EXTERNAL RISKS

  Economic and Geopolitical Context

  The Group's economic and financial results are clearly exposed to business cycle trends and global macroeconomic variables. The former influence the level of planned investments by the Group's customers in trade fairs, conferences and related services. Macroeconomic variables, which are also influenced by geopolitical instability, may impact on prices and the availability of raw materials and energy, as well as the ability of exhibitors and visitors to travel, which could jeopardise economic performance and negatively affect the Group's planned development activities and financial performance.

  The mitigation actions implemented by the Group are aimed at broadening and diversifying the event portfolio both geographically and in terms of the industries covered. With this type of strategy the Group does not depend on specific industries and is able to limit the possible effects caused by geopolitical instability in certain areas. The continuous monitoring of the profitability levels of the products in the portfolio guarantees the constant control of results and the maintenance of financial and equity balance objectives.

  The Group is closely following the development of the recent events in the Middle East, particularly following the escalation of the conflict involving Iran and the possible consequences for other Gulf countries. In fact, the Group operates in the Middle East through the Dubai-based IEG Middle East, organiser of the Dubai Muscle Show, and with Riyadh-based IEG Saudi Arabia, organiser of the Riyadh Muscle Show. The parent company also organises JGTD, the international B2B event dedicated to jewellery, gems and cutting-edge technologies for processing gold and precious stones, in partnership with Informa Markets, while subsidiary VGroup S.r.l. organises the My Plant & Garden Middle East Expo. However, at present, it is not possible to make realistic forecasts on the impacts on the 2026 results: in fact, all of the aforementioned events are scheduled for the last quarter of the year and, from the information available at the time of writing, according to the estimates of the countries involved in the offensive and military analysts it is thought that the conflict may be resolved within 4-8 weeks, as such not constituting an impediment to the holding of these events.

  The new conflict zone has, however, generated immediate effects on global energy and logistics markets as the Persian Gulf and the Strait of Hormuz are one of the main hubs for the transit of oil and natural gas with approximately one fifth of the world's oil supplies passing through this area. Military tension and security risks on shipping routes have led to increased volatility in energy commodity prices, with a

  significant rise in oil and natural gas prices, as well as a general increase in transport and insurance costs for shipping. Taking into consideration the scheduling of upcoming energy-intensive trade fairs, consumption history and estimated cost forecasts for the next few months, the Group believes that the possible cost increase can be included within the expected margin ranges for 2026.

  Finally, in the event of a protracted conflict, the Group envisages consequences both on the attendance of events organised in Italy and to a lesser extent also on the exhibition base, especially for those events that connect the tourism sector.

  Competitive landscape and evolution of the trade fair market

  The Group is exposed to the risk of a market with a high concentration of an increasingly small number of players, which tends to limit a strategy of external growth. The leading position it has achieved on the domestic market in some of its core business segments drives up competition and the risk of new players arriving on the scene that could negatively affect its market position.

  The organisation and hosting of trade fairs, exhibitions and conferences are, by their very nature, subject to seasonal demand. Seasonality, both due to the greater distribution of events in the first and fourth quarters of the year and the two-yearly nature of some events, significantly affects the distribution of the revenues and margins realised by the Group, which is exposed to the risk of the non-optimal saturation of its exhibition and conference facilities for the achievement of its expected margins.

  The Group's business is predominantly driven by trade fair activity, the revenues of which are originate from a very large number of customers, concentrated, however, in a smaller number of events, some of which are organised on the basis of agreements with trade associations. In spite of the large number of events organised and hosted at the trade fair districts, a considerable part of the exhibition space, and the associated revenues and margins, is linked to a limited number of specific events, both organised and hosted. It is therefore possible that these key events may experience negative trends that could jeopardise their long-term future, or that they may be relocated (for hosted events) to other exhibition venues. While the risk arising from the possible loss of events organised by third parties is limited, insofar as the revenues and margins associated with these events are limited, the potential risk associated with a change in relations with leading associations or customer groups, that could lead to the loss of certain events, is more significant.

  The Group is constantly striving to maintain its advantage over competitors, by continuously improving the offer and quality of the organised events, exploiting its high level of in-house expertise and know-how, the strength of the wealth of its brands and their contents and the synergies built up between businesses.

  Climate Change

  Climate risk, identified as the failure to mitigate and adapt to climate change, is an issue of increasing concern in the global economy. The main aspects are related to physical risks, i.e. impacts directly related to climate change and its manifestations, and transaction risks - impacts resulting from the transition process towards a low-carbon economy. For a more detailed analysis, see the Environmental Information section of this Management Report.

  OPERATIONAL RISKS

  The main operational risks inherent to the nature of the business are those linked to the supply chain, the unavailability of company-owned exhibition venues, product marketing, information technology, health and safety at work and environmental issues.

  Business Interruption

  The Group is exposed to the risk of natural or accidental events (such as earthquakes, fires or floods), wilful misconduct (acts of vandalism) or the malfunctioning of plants, which may cause damage to assets, accessibility and operational discontinuity of production sites. The Group has therefore strengthened the mitigation process aimed at minimising the risk of such events occurring, as well as implementing safeguards to limit their impact, with the ongoing consolidation of the current business continuity at the Group's production sites.

  Cybersecurity

  The Group considers the operational continuity of its IT systems to be of paramount importance and has implemented risk mitigation measures to ensure network connectivity, data availability and data security, at the same time guaranteeing the processing of personal data in accordance with the European GDPR regulation and applicable national regulations in individual EU member states.

  The company uses an external, qualified and certified partner to whom it delegates the responsibility of monitoring cybersecurity activities. This close collaboration makes it possible to carefully monitor changes in the cyber threat perimeter and to implement constant updates.

  The company also entrusts an external partner with the constant monitoring of the health of its assets. Checks are performed on servers, switches, firewalls, storage, etc., in order to monitor the entire information infrastructure of the parent company, flagging up any assets that are unavailable or near critical thresholds on the basis of predefined controls. The strong synergy between SOC and NOC helps guarantee an even more effective service.

  With the SOC (Security Operation Centre) service, active since 2022, the company introduced the following activities and technologies:

• XDR, eXtended Detection & Response systems, are more effective security solutions than normal antiviruses thanks to an agent installed on devices (at the moment PCs and servers, in the future also mobile devices) which constantly monitors various control parameters subject to compromise and immediately triggers alerts and activities towards the SOC which acts locally until the client is isolated. The XDR system is extended to all Group company assets that access the parent company's servers;

• SIEM Qradar, the Security Information and Event Management system that correlates different and distant events to highlight suspicious or malicious activities so related activities preceding or leading to an attack can be identified in good time;

• Early Warning, a service managed directly by the SOC that reports new vulnerabilities as they are catalogued by certified bodies such as NIST, the Italian CSIRT or MITRE. During the course of 2024, the company will activate its Vulnerability Management service (Connect Secure) which, within the company's real risk perimeter, will identify vulnerabilities and classify them according to their severity so they can be isolated and corrected immediately;

• CTI, the Cyber Threat Intelligence service, scans the darkweb for exfiltrations of sensitive and non-sensitive data traceable to the company.

  The company has adopted a NIST framework to carry out a more effective analysis of its security posture. The activities below will be implemented within the next financial year.

• Unification and standardisation of documentation, protecting it and making it available to relevant users;

• Adoption of Office365 Business Premium class licences, which will make it possible to fill certain gaps that have been deemed necessary to date, and enable numerous security controls;

• Security Awareness, organising training courses in order to increase the security awareness of the entire Group population;

• Access & Log Management, already partly covered by a specific software, will be improved with the adoption of an industry-leading software that communicates with SIEM to create a more successful network.

  It should also be noted that the company adopts various safeguards such as a dual authentication policy (MFA) for all accesses to the O365 world and also for external connections via VPN, increased network segregation, and enhanced Password Policies.

  All measures taken for security and privacy purposes follow the dictates of ISO/IEC 27001:2013.

  During 2025, the company continued to strengthen and consolidate its IT infrastructure and IT security measures, focusing in particular on standardising technology environments and improving the monitoring capabilities and operational resilience of the Group's sites.

  The main activities carried out included:

• Renewal and consolidation of the network infrastructure, with the launch of the tender and award of the contract for the technological refresh of the Wi-Fi infrastructure and switches of the Vicenza expo centre, including the new pavilion to be delivered in 2026, as well as the technological renewal of the firewalls of the IEG sites with next-generation models capable of guaranteeing greater protection and control of network traffic;

• Standardisation and implementation of a new firewall cluster at Palacongressi with adherence to the Group's technological and access control standards;

• Strengthening of monitoring and auditing activities through the implementation of the Netwrix Auditor platform for the control of activities on the information systems and the identification of any anomalous behaviour or behaviour that does not comply with company policies;

• Evolution of the Microsoft 365 environment with the introduction and strengthening of various security controls including Microsoft Intune for enterprise device management, Microsoft Defender, Conditional Access policies, privileged credential management via LAPS and the launch of preparatory activities for the adoption of passwordless authentication mechanisms. The process of directly onboarding users on the Microsoft 365 environment also began;

• Implementation of automated activities (Response Procedures) for analysing traffic on the company perimeter and immediate blocking of anomalous or malicious sources;

• Completion of the Business Continuity Plan with the finalisation of activities to define and formalise the Business Continuity Plan (PCO) for the Rimini, Vicenza, Milan and Palacongressi sites with the aim of guaranteeing the continuity of IT services also in emergency scenarios;

• Review and consolidation of the network infrastructure of some of the subsidiaries, including the analysis and streamlining of Summertrade both at its headquarters and at the Rimini

  Exhibition Fair, aimed at ensuring full integration with the Group's IT infrastructure and greater clarity and governability of the network components present;

• Renewal of SOC and NOC services through the preparation of the technical specifications and the management of the tender for the contracting out of Security Operation Centre and Network Operation Centre services, with functional extensions also in the areas of Cyber Threat Intelligence (CTI) and automation of incident response through SOAR solutions;

• In-depth study and design of new security architectures, with technology analysis activities aimed at the adoption, from 2026, of Network Access Control (NAC) solutions, identifying RuckusNAC technology as the reference solution, and of secure access solutions based on the Zero Trust Network Access (ZTNA) paradigm, identifying FortiZTNA technology;

• Extension of security services to some subsidiaries through the creation and configuration of the antispam protection environment based on the EsvaCloud platform, which will gradually be extended to all Group companies;

• Launch of a new security assessment based on the NIST framework, aimed at assessing the level of maturity achieved in recent years and defining the IT security development plan for the near future;

• Consolidation of the virtualisation infrastructure, with the strengthening of the Rimini cluster and upgrade to the latest available software versions in order to guarantee higher levels of security, stability and continuity of services;

• Continuation of the Group's infrastructure integration project ("Unity Project") with the aim of creating a single IT infrastructure shared by the different sites. In the course of 2025, the migration of the servers of the Vicenza site was completed and a big push given to the Rimini site, which will lead to the decommissioning of the local domain. This activity represents an important step in the standardisation and centralisation of the Group's IT infrastructure, which will gradually continue at the other sites.

• Preparation and consolidation of the CyberSecurity Awareness platform for the launch of the training campaign in 2026.

  Risks associated with dependence on key personnel

  The Group's results are impacted by the professional and relational skills of key personnel and highly specialised figures, mainly including (i) members of the top management of the parent company and the main subsidiaries and (ii) the exhibition directors, responsible for the organisation of individual events, by virtue of the specialised professional skills they have developed in the reference markets of the exhibitions held; the Group is therefore exposed to the risk of not being able to retain or attract resources with the skills required to develop the product portfolio and adopt the Group's strategies, or rather to the risk that the professional relationships currently in place with key figures or specialised personnel come to an end.

  In order to mitigate these risks, the Group has developed an information system that organises and provides access to the main information on customers and strategic partners; adopted an organisation structure in which several managerial figures are involved in each event (Exhibition Manager and Group Exhibition Manager/Director) to guarantee dual supervision of the key relationships of each industry; adopted systematic HR management processes with the ultimate goal of the retention and

  enhancement of human capital. For more details on impacts, risks and opportunities connected with the company workforce, see the Social Information sections of this Management Report.

  NON-COMPLIANCE RISKS

  The main non-compliance risks to which the Group is exposed due to the nature of its business are those related to health, occupational safety and the environment; the processing of personal data; compliance with regulatory provisions pursuant to Italian Legislative Decree no. 231/01.

  The activities carried out by the Group at the exhibition and conference facilities, and the number of people (employees, suppliers, exhibitors, visitors, conference participants, fitters, etc.) passing through and operating there, could expose it to the risk of accidents or violations of occupational health and safety regulations (Consolidation Law 81/2008). Should such violations occur, the company could be exposed to the application of significant penalties or, in the case of injuries, to litigation, with possible negative economic and financial as well as reputational repercussions.

  It should be noted that these risks are mitigated by both contractual protection mechanisms and the introduction of numerous procedural safeguards such as:

• Supplier qualification activities with the acquisition and digital storage of the necessary documentation to certify the regularity of their contributions, their possession of certifications and all applicable technical/professional suitability and safety requirements, and their compliance with the Group's ethical and environmental principles.

• Contractual compliance clauses: contracts with suppliers normally include specific protection standards defined by our Legal Department, aimed at ensuring compliance with regulations and regulating possible non-compliance;

• Prompt management of critical issues: corrective measures are taken in the event of reports or audits highlighting episodes of non-compliance, up to and including the possible termination of the partnership with the supplier;

• Monitoring of the ongoing fulfilment of requirements and the validity of submitted documents.

Italian Exhibition Group S.p.A. has adopted an Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/2001. The Model is subject to periodic updates in order to ensure its alignment with the regulatory and organisational evolution of the company. In particular, the Board of Directors approved an update of the General Section of the Model on 26 February 2024 and, on 27 March 2025, an update of the Special Section.

The Code of Ethics of Italian Exhibition Group S.p.A., updated by the Board of Directors on 15 October 2020, clearly and accurately defines the set of Principles and Values that the company recognises, accepts and shares, as well as the series of responsibilities that it assumes internally and externally in relation to all stakeholders.

In compliance with EU Regulation 679/2016 (GDPR), security measures applicable to IT systems and services were strengthened through: the launch of SOC and NOC services, the introduction of the dedicated XDR application, the upgrade of the Office 365 service to the Business Premium version, and the launch of the "Group IT" adoption project.

The company has also updated its internal and outsourced processing records, and has begun the extension and consequent adoption by all Group companies of a Group Privacy Policy for leads, customers or prospects and suppliers, in order to make the data of all subsidiaries, Italian and foreign, EU and non-EU, fully available to the parent company; by way of example, this includes all information

useful for the preparation of the consolidated financial statements and strategic planning. This activity is preparatory to the creation of a shared "Customer Centricity" business approach with the objectives of securing a competitive advantage deriving from the positive experience of the Group's customers, the protection, with total IT security, of the Group's entire database, for instance by optimising the management of IT security measures at central level, and the facilitation of centralised control in compliance with the processing of personal data, in accordance with the legal requirements in force in Italy and in the countries of the subsidiaries' headquarters, in order to reduce the risk of sanctions.

Also in terms of the Privacy Policy, the company has made appropriate disclosures to all of the main categories of stakeholders and has published the Privacy Policy and Cookie Policy on the company website. Scouting has also been carried out to identify automated SaaS services for the orchestration of privacy obligations relating to the purposes, legal bases, storage duration and accountability on a nominative basis of the processing of personal data, including those related to the management of the rights exercised by data subjects, concerning the master data included in the company's CRM management system.

Again in compliance with the GDPR, the company has also appointed special Privacy and IT attorneys and provides instructions to authorised personnel by means of "Appointments of data processors", communications and training on the Marketing Procedure (accompanied by the relevant DPIA), communications and training on the Procedure on image processing, and basic and ad hoc training to all employees. In addition, the "Appointment of external data processor" for suppliers/consultants/collaborators who process data on behalf of the company (complete with the obligation to maintain data confidentiality) also proceeded.

The company has also adopted numerous procedures and protocols, such as: development of the marketing procedure, privacy by design (i.e. protection of data from the design stage of the service), definition of the Data Breach Procedure and the Procedure on the rights of data subjects, sharing of an IT regulation, which has been updated with an eye on cybersecurity and special focus on "robust" passwords, possession of the document on the company's compliance status with respect to Privacy obligations, activation of a procedure on electronic controls, updating of the Whistleblowing Procedure on the basis of the requirements of Italian Legislative Decree 24/2023, DPIA Whistleblowing, use of software for the collection and management of whistleblowing reports, appointment of Case Managers. Activities currently underway include the adoption of a procedure for managing the periodic deletion of data, the updating of the clauses of the IT Regulations with regard to the user change management process, and an assessment of the compliance of automated monitoring and decision-making systems applicable to employees, pursuant to the Transparency Decree.

The company has also launched and updated a procedure on video surveillance accompanied by DPIA, appointing the relevant persons authorised to process the data and giving them the necessary instructions for Data Protection compliance. The company has reappointed the Data Protection Officer, whose role includes performing periodic audits to monitor the observance of the instructions given in the company on the compliance of personal data processing.

FINANCIAL RISKS

The IEG Group is exposed to financial risks related to its business, and the following in particular:

• credit risk;

• liquidity risk;

• market risk;

Credit risk

The Group is exposed to the credit risk associated with commercial transactions and has therefore taken risk protection measures to minimise non-performing amounts, including: the prompt monitoring of overdue receivables, the management of customer credit limits, contracts that involve payments on account and the collection of economic information on companies with higher exposure. The credit risk to which the IEG Group is subject is not particularly high due to both the fragmentation of its positions and its historically good credit quality. Positions considered to be at risk were, however, written down accordingly. In order to contain the risks arising from the management of trade receivables, each company has a credit management department supported by commercial, administrative, legal and debt collection specialist structures. Linked to the recently introduced SAP management software, the new Teamsystem Enterprise Legal software is being implemented for all Italian IEG Group companies with the aim of improving the functionality of the ERP in credit monitoring and management.

Liquidity risk

The Group considers maintaining a level of available liquidity appropriate to its needs to be of fundamental importance.

The two main factors that determine the Group's liquidity situation are, on the one hand, the resources generated or absorbed by operating and investing activities, and, on the other, the maturity and renewal characteristics of debts or the liquidity of financial loans and market conditions.

The Group has adopted a series of policies and processes aimed at optimising the management of financial resources and reducing liquidity risk:

• maintenance of an adequate level of available liquidity;

• securing of adequate credit lines;

• monitoring of prospective liquidity conditions, in relation to the corporate planning process.

As part of this type of risk, with regard to the composition of net financial debt the IEG Group tends to finance investments with medium/long-term payables, while it meets current commitments with both the cash flow generated by operations and by using short-term credit lines.

Market risk

The Group reserves the right to intervene with appropriate hedging instruments should market risk factors become significant.

Market risk consists of exchange rate risk, interest rate risk and price risk, as set out below.

Exchange rate risk

Operating in an international context, the IEG Group is naturally exposed to translation and transaction exchange rate risk. Translation risk is related to the conversion of the financial statements of foreign companies that do not have the Euro as their functional and presentation currency into euros during consolidation. The currencies to which the company is exposed are the US Dollar (USD), the UAE Dirham (AED), the Brazilian Real (BRL) and, to a lesser extent, the Singapore Dollar (SGD), the Chinese Renminbi (CNY) and the Saudi Riyal (SAR). Transaction risk is related to the commercial operations

(receivables/payables in foreign currencies) and financial operations (loans drawn or granted in foreign currencies) of Group companies in currencies other than the functional and presentation currency. The currency to which the Group is most exposed is the US dollar. The functional currency, defined as the currency of the economic environment in which the Group predominantly operates, is the Euro. The Group is not exposed to significant exchange rate risks as it has no significant intra-group transactions.

Interest rate risk

To carry out its activities, the Group finances itself on the market by borrowing mainly at a variable interest rate (linked to Euribor), thus exposing itself to the risk of rising interest rates. The objective of interest rate risk management is to limit and stabilise the liability flows due to interest paid mainly on medium-term debt so as to ensure a close correlation between the underlying and the hedging instrument.

Hedging, which is assessed and decided on a case-by-case basis, is mainly carried out by means of derivative financial instruments aimed at transforming the floating rate into a fixed rate.

Price risk

The type of activity carried out by the Group companies operating in the Organised Events, Hosted Events and Conference business lines, essentially represented by services that do not require a process of purchasing-transforming goods, is such that the risk of price fluctuations in ordinary macroeconomic conditions is marginal. In fact, most of the purchases connected with its business activities are services, the value of which can be influenced by macroeconomic changes in the prices of major commodities, in particular the cost of energy needed to air-condition the exhibition and conference venues. More immediately exposed to the risks of price changes are the companies that operate in the Related Services sector (fittings and catering in particular), which are immediately affected by fluctuations in the costs of raw materials, transport and energy.

Italian Exhibition Group S.p.A. has been listed since 19 June 2019 on the main segment of Euronext Milan managed by the Italian Stock Exchange. During 2025, the share price reached a high of 9.7 euros per share on 21 May 2025 and a low of 6.70 euros on 7 April 2025.

STOCK EXCHANGE DATA 2025

Segment EURONEXT MILAN

Bloomberg Code IEG:IM

Reuters Code IEG.MI

Number of shares 30,864,197 (of which 319,000 equity shares)

Official price as at 2 January 2025 6.90 euros

Official price as at 30 December 2025 8.78 euros

Minimum closing price 2025 (January - December) 6.70 euros (7 April 2025)

Maximum closing price 2025 (January - December) 9.7 euros (21 May 2025) Stock market capitalisation as at 2 January 2025 212.96 million euros Stock market capitalisation as at 30 December 2025 270.99 million euros

IEG strives to establish a dialogue with shareholders and institutional investors by periodically promoting meetings with members of the financial community. In parallel with the release of its annual, half-year and quarterly results, IEG organises special conference calls with the financial community (analysts and institutional investors). During the year, IEG met its investors on two other occasions: on 15 May at the TP ICAP Midcap Conference in Paris and on 1 December at the 8th Mid & Small Conference in Milan.

Pursuant to and for the purposes of article 123b, paragraph 3, of Italian Legislative Decree no. 58 of 24 February 1998 (as amended), the Board of Directors of Italian Exhibition Group S.p.A. approved - for the financial year ended 31 December 2025 - a separate corporate governance and ownership structure report from the management report containing the information set forth in paragraphs 1 and 2 of said article 123b.

This report is available to the public on the company website https://www.iegexpo.it.

IEG S.p.A. indirectly controls a number of companies incorporated and regulated by the laws of non-EU countries, which are of significant importance pursuant to article 15 of Consob Regulation 20249/2017 (formerly article 36 of Consob Regulation 16191/2007) concerning the regulation of the markets ("Market Regulations").

Also pursuant to the aforementioned regulation, the company - by means of internal procedures -monitors compliance with the provisions of the aforementioned Consob regulation. In particular, the competent company departments ensure the prompt and periodic identification of relevant "non-EU" companies and, with the cooperation of the companies concerned, guarantee the collection of the data and information and the verification of the circumstances referred to in the aforementioned article 15.

We therefore acknowledge the full compliance of Italian Exhibition Group S.p.A. with the provisions of article 15 of aforementioned Consob Regulation 20249/2017 and the existence of the conditions required by the same.

The company has adhered to the opt-out regime set forth in articles 70, paragraph 8, and 71, paragraph 1b, of the Issuers' Regulations (implementing regulation of the Consolidated Law on Finance, concerning the regulation of issuers, adopted by Consob with resolution no. 11971 of 14 May 1999, as amended), thus entitling it to waive the obligation to publish the prescribed disclosure documents in the event of significant mergers, spin-offs, capital increases through the contribution of assets in kind, acquisitions and disposals.

The following table illustrates the ownership of shares with voting rights making up the capital as at 31 December 2025, which accrued increased voting rights, as well as describing the equity shares held by the parent company.

The number of voting rights due to each shareholder (and the relative percentage) may differ from the number of shares held due to one or more shareholders acquiring Increased Voting Rights, as provided for in the company's articles of association.

The Regulation on Increased Voting Rights is available in the "Corporate Governance" section of the company website at iegexpo.it.

On 29 April 2025, the Shareholders' Meeting of the Italian Exhibition Group resolved to suspend the plan for the purchase and disposal of equity shares approved on 29 April 2024 and gave authorisation to adhere to a new plan for the purchase of equity shares up to a maximum of 5% of the share capital. The purchase may be made in one or more tranches and also on a revolving basis within 18 months from the date of the resolution. As at 31 December 2025, the total number of ordinary shares was 30,864,197, of which 319,000 were held directly by the parent company, representing 1.03% of the voting share capital, and 263 were held by the Group. The number of shares outstanding as at 31 December 2025 was 30,554,524.

The shares have no nominal value and are fully subscribed.

With reference to Article 2.6.2 of the Italian Stock Exchange S.p.A. Regulations, on 13 November 2025 Italian Exhibition Group S.p.A. disclosed the calendar of scheduled corporate and institutional events for the year 2026, published in the "Investor Relations" section of the company website at iegexpo.it.

Related party transactions disclosed in the financial statements, and described in detail in Note 35 to which reference should be made, are neither atypical nor unusual, falling within the normal course of business of Group companies, and are conducted on an arm's length basis.

With regard to the Related Party Transactions procedure, see the documentation published in the "Corporate Governance" section at https://www.iegexpo.it for more details.

Pursuant to article 5, paragraph 8 of the Consob Regulation, it should be noted that, in the period 01.01.2025 - 31.12.2025, the company's Board of Directors did not approve any transaction of major significance as defined by article 3, paragraph 1, letter b) of the Consob Regulation, but did approve a related party transaction of minor significance with respect to the economic relevance indexes indicated in the Related Party Transactions procedure.

On 26 June 2024, the parent company and the subsidiary Pro.Stand S.r.l. entered into a National Tax Consolidation Agreement with holding company Rimini Congressi S.r.l., regulated by article 117 et seq. of the Italian Tax Consolidation Act (TUIR), for the three-year period 2024-2026 with automatic renewal in the absence of express revocation.

Governance

On 7 January 2025, independent director Valentina Ridolfi resigned her position following her appointment as Councillor of Rimini City Council.

On 23 January 2025, the Board of Directors of IEG S.p.A. appointed Ms. Laura Vici Chairwoman of the Remuneration, Nomination and Sustainability Committee, replacing Ms. Valentina Ridolfi.

On 23 January 2025, the Board of Directors of IEG S.p.A. also appointed Samanta Savorani as an additional member of the Supervisory Board already set up on 29 April 2024.

On 18 February 2025, Ms. Meris Montemaggi tendered her resignation as Alternate Auditor.

At its meeting of 27 March 2025, the Board of Directors co-opted Ms. Meris Montemaggi as a member of the Board of Directors until the next Shareholders' Meeting. The Board of Directors, on the basis of the statement made by Ms. Meris Montemaggi and the information available to the company, also verified that she meets the requirements of the law and the Corporate Governance Code - to which the company adheres - including those regarding independence. As far as the company is aware, Ms. Meris Montemaggi does not hold any shares in the company.

The Shareholders' Meeting of IEG S.p.A., held on 29 April 2025, confirmed Ms. Meris Montemaggi as Director until the end of the term of office of the current Board of Directors. At the same meeting, the Shareholders resolved to appoint Mr. Paolo Gasperoni as Alternate Auditor, in order to replenish the composition of the Board of Statutory Auditors, envisaging that he will remain in office until the expiry of the terms of the other auditors currently serving and, therefore, until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2025.

Acquisitions

On 28 February 2025, an investment agreement was signed, through subsidiary Prostand S.r.l., for the acquisition of a majority stake equal to 51% of the share capital of Immaginazione S.r.l., a company that operates in the area of the graphic design, planning and construction of exhibition and conference fittings, as part of the vertical integration of stand-fitting services. The consideration for the transaction was 3.6 million euros, settled with equity. The investment agreement also includes options (put and call) for the purchase of the minority share.

On 1 April 2025, an agreement was signed through the subsidiary IEG Brasil Eventos Ltda for the acquisition of 51% of the capital of the company DG Eventos e Editora Ltda for a consideration of approximately 2.0 million euros, settled with equity. The investment agreement also includes options (put and call) for the purchase of the minority share. DG Eventos Ltda is the organiser of "Fenagra" - the International Agribusiness Feed & Food Fair, active in the agribusiness, animal nutrition and oils and fats

sectors. The acquisition represents a further step in the strategic direction of developing and diversifying the international product portfolio.

On 12 June 2025, the parent company signed an agreement to acquire 51% of the capital of the company Movestro S.r.l. for a consideration of approximately 6.6 million euros, settled with its own funds. The investment agreement also includes options (put and call) for the purchase of the minority share to be exercised as of the fifth year following the closing. Movestro S.r.l. is the company that organises the Italian Bike Festival, which brings together more than 600 brands in the bike and sustainable mobility sector. It was held for the eighth time on 5-7 September at the "Marco Simoncelli" Misano World Circuit in Rimini.

On 14 July 2025, the Company was awarded, by winning the tender published by the Municipal Administration, the administrative concession of Palazzo dei Congressi e degli Eventi in Fiuggi for a duration of 10 years from the signing of the contract. This operation will provide the Group with an additional conference venue located in central Italy near Rome, expanding the offering of the division.

On 18 July 2025, the company and Fiera Milano S.p.A. acquired from Mosaico Capital S.r.l. 70% of the capital of EMAC S.r.l., a company specialised in the organisation of trade fair events for the classic car industry and in particular "Milano Auto Classica", held in November at the Fiera Milano Rho exhibition centre, and the "Vicenza Classic Car Show", held in March at the Vicenza expo centre. The new shareholding structure will therefore see Fiera Milano and IEG each hold a 35% interest, guaranteeing the synergic and strategic management of the two events. The consideration paid upon the finalisation of this transaction amounted to 0.7 million euros, settled with equity.

Other events

During the year, the company completed the SAP application implementation project, which was adopted by all Italian Group companies. The new ERP system was integrated with the main information systems already in use, allowing greater uniformity and integration of information flows to support administrative, management and operational processes.

A subsequent phase of the project involves the extension of the platform to the Italian companies acquired during the year, as well as to the US subsidiary, fostering the progressive harmonisation of information systems at Group level.

The adoption of the new platform represents an important step in the evolution of the company's information systems and will lead to an improvement in operational efficiency, greater integration of information flows, the strengthening of planning, control and management reporting processes, and greater compliance with applicable regulations and internal procedures.

The costs incurred for the development and implementation of the solution were accounted for in accordance with the applicable accounting principles and, where applicable, capitalised under intangible fixed assets.

The Shareholders' Meeting of IEG S.p.A., held on 29 April 2025, approved the financial statements for the year ended 31 December 2024 as well as the distribution of a gross dividend of 0.20 euros, for a total amount of 6.1 million euros.

2025-2030 Strategic Plan

On 3 February 2026, the Board of Directors of Italian Exhibition Group S.p.A. approved the 2025-2030 Strategic Plan, which updates and extends the previous 2023-2028 Plan, confirming its main strategic guidelines. The Plan outlines a growth path focused on the development and strengthening of the portfolio of proprietary events both in Italy and international markets and the consequent gradual increase in margins over the course of the Plan. Solid cash generation, aimed at supporting investments and taking advantage of possible external growth opportunities, is also envisaged. Consistent with these objectives, the shareholder remuneration policy includes a dividend payout with a minimum floor of 20% of net profit over the course of the Plan.

Governance

On 28 February 2026, Ms. Teresa Schiavina, Group CFO and Manager responsible for preparing the company's financial reports, resigned with effect from 28 February 2026 to pursue new professional opportunities. At the date of her resignation, Ms. Schiavina did not hold any IEG ordinary shares. The role of CFO is taken by the company's Chief Corporate Officer, Mr. Carlo Costa, who will add the coordination of IEG's finance areas, entrusted to highly professional managers, to his responsibilities. Leveraging on its consolidated organisational structure and fully operational processes, the company confirms that its administrative and financial activities continue without interruption.

Pursuant to article 154b of the Consolidated Law on Finance, on 3 March 2026 the Board of Directors, with the favourable opinion of the Board of Statutory Auditors, appointed Ms. Lucia Cicognani as Manager responsible for preparing the company's financial reports, with responsibility for certifying sustainability reporting pursuant to paragraph 5c of the aforementioned article. At the date of her appointment, Ms. Lucia Cicognani did not hold any ordinary shares in the company.

The macroeconomic and geopolitical context continues to be characterised by elements of uncertainty, also in relation to the recent tension in the Middle East, the evolution of which is constantly monitored by the Group management. At present, the geopolitical scenario does not make it possible to form precise and realistic assessments of the possible effects on the Group's economic and financial results. On the basis of the limited information available, it is believed that the possible economic and financial impacts can be included in the forecast ranges already communicated at the time of the presentation of the Business Plan and reported below.

In light of the trend of the current quarter and the visibility provided by the current orders portfolio, the Group confirms the targets set out in the 2025-2030 Business Plan for the 2026 financial year, with consolidated revenues in the range of 290 to 295 million euros, operating margins in the range of 77 to 80 million euros and an expected Net Financial Position in the range of 70 to 77 million euros.

Dear Shareholders,

We confirm that the draft financial statements of the parent company for the year ended 31 December 2025, submitted for your examination and approval at the shareholders' meeting, have been prepared in accordance with current legislation. In submitting the financial statements of Italian Exhibition Group

S.p.A. for the year ended 31 December 2025 to the shareholders for approval, the company's Board of Directors proposes the following allocation of the profit for the year, amounting to 23,262,217 euros:

• 116,311 euros to the "Statutory Reserve" pursuant to art. 24b of the Articles of Association;

• 240,488 euros to the "unavailable unrealised capital gains reserve";

• 6,172,839 euros to "Dividends", equal to 0.2 euros per share;

• 16,732,579 euros to be carried forward.

Rimini, 19 March 2026

38

‌Consolidated

SustainabiLity Report

Table of Contents

General Information p. 34

Criteria for drafting p. 34

BP-1 General basis for preparation of sustainability statements BP-2 Disclosures in relation to specific circumstances

Governance p. 36

GOV-1 The role of the administrative, management and supervisory bodies

GOV-2 Information provided to and sustainability matters addressed by the undertaking's

administrative, management and supervisory bodies

GOV 3 Integration of sustainability-related performance in incentive schemes GOV-4 Statement on due diligence

GOV-5 Risk management and internal controls over sustainability reporting

Strategy p. 41

SBM-1 Strategy, business model and value chain SBM-2 Interests and views of stakeholders

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model

Managing Impacts, Risks and Opportunities p. 49

IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities IRO-2 Disclosure requirements in ESRS covered by the undertaking's sustainability statement

Environmental Information p. 62

European Taxonomy - Information pursuant to Article 8 of Regulation 2020/852 p. 62

ESRS E1 Climate Change p. /3

GOV-3 Integration of sustainability-related performance in incentive schemes E1-1 Transition plan for climate change mitigation

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model

IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities

E1-2 Policies related to climate change mitigation and adaptation E1-3 Actions and resources in relation to climate change policies E1-4 Targets related to climate change mitigation and adaptation E1-5 Energy consumption and mix

E1-6 Gross scopes 1, 2, 3 and total GHG emissions

ESRS E2 Pollution p. 88

IRO-1 Description of the processes to identify and assess material pollution-related impacts, risks and opportunities

E2-1 Policies related to pollution

E2-2 Actions and resources related to pollution E2-3 Targets related to pollution

E2-4 Pollution of air, water and soil

ESRS E4 Biodiversity and ecosystems p. 93

SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

IRO-1 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities

ESRS E5 Circular Economy p. 95

IRO-1 Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities

E5-1 Policies related to resource use and circular economy

E5-2 Actions and resources related to resource use and circular economy E5-3 Targets related to resource use and circular economy

E5-4 Resource inflows E5-5 Resource outflows

ESRS S1 Own Workforce

SBM-2 Interests and views of stakeholders

p. 102

40

Social Information p. 102