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Fiera Milano

Investor Presentation May 11, 2022

4073_er_2022-05-11_d7c2dd64-3618-4e65-a62c-10bcb65ed521.pdf

Investor Presentation

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Fiera Milano

The European hub for innovative, sustainable and high standing events

Results to 31 March 2022 10 May 2022

Today's Presenters

Luca Palermo Chief Executive Officer General Manager

  • > 1 year in Fiera Milano
  • Prior experience: Emerge Edenred, Nexive, Vodafone, Bosch, Olivetti

Andrea Maldi Chief Financial Officer

  • 1 year in Fiera Milano
  • Prior experience: Borsa Italiana, General Electric, Kelly Services, Adecco, PwC

Vincenzo Cecere Head of Investor Relations & Sustainability

  • Recenly joined Fiera Milano
  • Prior experience: Cerved, Mediobanca

1. Executive summary

    1. Business review
    1. Financial review
    1. Fiera Miano at a glance and FY 2021 results
    1. Key investment highlights

Executive summary

2022 EBITDA guidance confirmed

Business
overview

With 11 exhibitions held (e.g. HOMI, Promotion Trade Exhibition, Lineapelle, My Plant & Garden, Micam) and 10
congress events in just 2 months, Q1 2022 confirms the relaunch of Fiera Milano activities and a well-established
restart with high appreciation both from participant exhibitors and buyers
Q1 2022
Financial
Results

Revenues of EUR 23.5m, an increase of EUR 21.9m compared to Q1 2021

EBITDA of EUR -2.4m, an improvement of EUR 7.5m compared to Q1 2021

EBIT of EUR -14.2m, an improvement of EUR 6.8m compared to Q1 2021

Net result of EUR -13.0m, an improvement of EUR 4.8m compared to Q1 2021

Net Financial Position (before IFRS 16) at 31 March 2022 resulting in Net Cash of EUR 33.2m
Q2 2022
preview and
business outlook

Q2 2022 opened with a number of important exhibitions (BIT-Borsa
Internazionale
del Turismo, Miart, SiSposa) and
a packed calendar of high-standing events to be held during the quarter (MIDO, Ipack-IMA, MCE1
, Salone del Mobile)

The strategic choice of rescheduling some events during the year proved to be a winning one, with postponed
exhibitions able to fully express their potential, achieving better performances than expected. Looking to the future,
however, the unknowns related to international geopolitical scenarios such as the Russian-Ukrainian crisis, remain

Despite this, Fiera Milano continues to consider 2022 as the year in which to consolidate the ascent path by looking with
confidence at the execution of the strategic plan CONN.E.C.T. 2025 and confirming the guidance of EBITDA 2022 in
the range of 40-50 million euros
AGM
22 April 2022

Financial Statements as of 31 December 2021 and Remuneration Policy approved

Approved the authorization for buybacks programs
1)Mostra Convegno Expocomfort

A rich calendar of events for 2022

Detailed events calendar: https://www.fieramilano.it/calendario.html

International exhibitions

    1. Executive summary
    1. Business review
    1. Financial review
    1. Fiera Miano at a glance and FY 2021 results
    1. Key investment highlights

Snapshot of quarterly results

Q1 19 Q1 20 Q1 21 Q1 22

Revenues (€m) Q1
2019
Q1
2020
Q1
2021
Q1
2022
Italian
Exhibitions
63,0 42,3 0,9 20,8
Foreign Exhibitions 0,8 1,1 0,1 0,7
Congresses 7,0 4,0 0,5 2,2
Media1 2,7 2,1 0,3 -
Intercompany elisions (2,2) (1,9) (0,3) (0,2)
Consolidated
Revenues
71,0 47,6 1,6 23,5

EBITDA (€m) Divisional results

EBITDA (€m) Q1
2019
Q1
2020
Q1
2021
Q1
2022
Italian
Exhibitions
24,6 15,1 (8,6) (0,9)
Foreign Exhibitions 2,3 (0,1) 0,1 (0,5)
Congresses 1,8 0,4 (0,9) (1,0)
Media1 0,3 (0,3) (0,6) -
Consolidated
EBITDA
29,0 15,0 (9,9) (2,4)

Q1 2022 Revenue split Q1 2022 Revenue split

Italian Exhibitions Foreign Exhibitions Congresses

1) In 2022, following the disposal of the "publishing headings" business unit, the activities relating to the Media sector were integrated into the Italian Exhibition sector.

Italian exhibition business (1/2)

Net square meters (k units)

  • 10 exhibitions held in Q1 2022 with 144.705 net sqm occupied and more than 3.5k participating exhibitors
  • 6 relevant exhibitions postponed for strategic purposes: BIT (Feb to Apr), Transpotec Logitec (Jan to May), HOMI (Jan to Mar), Salone del Mobile (Apr to Jun), Mido (Feb to May) and Mostra Convegno Expocomfort (Mar to June)
  • Strategic choice of rescheduling some events during the year proved to be a winning one: first rescheduled event BIT-Borsa Internazionale del Turismo in April able to fully express its potential with better than expected performances
  • Strong comeback of international buyers and visitors, especially in the Q1 2022 home décor and fashion exhibitions (e.g. HOMI with 40% of foreign brands participating, Si Sposaitalia with > 20% of international buyers, in line with pre-pandemic levels, HOMI Fashion&Jewels with 34% of foreign brands participating)
  • Better incidence of rebooking of the most relevant owned biennial exhibitions (Host, Tuttofood, Sicurezza) compared to expectations
  • Positive signals from the business of stand fittings following the relaunch of the trade fair activities in Q1 2022

  • YoY comparison not meaningful due to Italian activities suspension in Q1 2021
  • Revenues of €20.8m in Q1 2022 (+ €19.9m vs Q1 2021 despite the lack of 6 relevant exhibitions postponed from Q1 2022 to next quarters). Revenue contribution mainly coming from HOMI, Linea Pelle, Micam, Milano Unica
  • Faster recovery of the business vs industry trend expectations
  • EBITDA of €-0.9m (+ €7.7m vs Q1 2021)
  • EBITDA aligned with Revenues trend, partially offset by the presence in Q1 2021 of the cost benefit coming from the Salary Integration Fund activation
Italian exhibition business (2/2)
Net sqm N. Participanting
exhibitors
Event Industry Trend Q1
2021
Q1
2022
Q1
2021
Q1
2022
d
e
g
a
n
a
m
y
ctl
e
Dir

Home décor, tableware,
textiles, essences

Another great edition for HOMI 2022, hosting 352 brands, 40%
of which came from 27 foreign countries

Postponed

10.955

Postponed

225

Bijoux, trendy jewellery
and fashion accessories

HOMI F&J 2022 proved to be an essential showcase of trends:
400 brands hosted, 34% of which are from foreign countries

Not taking
place

9.400

Not taking
place

365

Promotional products,
business gifts/equipment

The special edition of PTE 2022 hosted 60 brands with a wide
offer, demonstrating the restart of the industry

Postponed

3.520

Postponed

85

Leather goods, garments
and furniture

Over 960 exhibitors from 31 countries welcomed more than
13,000 visitors, offering a reassuring sign to the industry

Not taking
place

38.635

Not taking
place

950

High-end textiles and
accessories

The trust of exhibitors (2,850 Italian and 750 foreign companies)
was rewarded by the buyer's presence (+16% compared to 2021)

Not taking
place

18.850

Not taking
place

385
d
e
st
o
H

Leather, accessories,
fabrics and synthetic

Mipel, as a sign of encouragement for the leather goods business,
doubled its exhibition spaces and hosted over 100 selected brands

Not taking
place

3.200

Not taking
place

110

Garden care, decoration
and machinery

650 exhibitors and almost 19,000 visitors confirmed that Myplant is
the driving force of all the green supply chains in Italy and beyond

Not taking
place

23.640

Not taking
place

565

Footwear and leather
goods

Micam was an opportunity to relaunch the sector once again, in a
moment of a restart of the market despite the conflict in Ukraine.

Not taking
place

30.160

Not taking
place

630
*
Yarns and fibres for
clothing and furnishing

Filo 2022 and its exhibitors, who continued to believe even in
times when uncertainty prevailed, obtained a positive result

First time
event

1.810

First time
event

90

Top-end clothing
and accessories

There was a success for The One Milano 2022, hosting 90
brands, 11 of which came from foreign countries

Not taking
place

3.715

Not taking
place

65

Foreign Exhibitions Business

N. Exhibitions

Net square meters (k units)

  • Due to the recent Covid breakthrough in Shanghai combined with the "zero Covid" strategy of the Chinese government and relates restrictions, the events in H1 2022 are expected to shift to the second half of the year
  • 8 events postponed from 2020/2021 to 2022 confirmed. Will take place in June (2), September (2 ) and October (4)
  • In 2021 signed 2 partnerships with dmg events for the launch of FIND (Furniture, Interiors e Design), the landmark Asian design industry event to be held in Singapore in 2022, 2023 and 2024 and the hosting in Rho venue of Gastech (Sep-2022), the world's largest international energy industry event

  • Revenues of €0.7m in Q1 2022 (+ €0.7m vs Q1 2021) driven by the Investec Cape Town Art Fair exhibition
  • EBITDA of €-0,5m in Q1 2022 (-€0.6m VS Q1 2021), mainly attributable to the negative result of the JV with Deutsche MESSE AG, which in Q1 2022 had not scheduled any event in China

Congresses

  • 10 congress events held in Q1 2022 at the MiCo venue Milano Congressi, one of the largest and most modern conference centre in Europe, with space for approx.18k people
    • Main events held:
      • 23rd AICCER National Congress, congress of the Italian association of Cataract and Refractive Surgery;
      • Convention held by Banca Generali;
      • Ferrari fashion show;
      • Palinsesto Publitalia;
      • Azimut convention.
    • Fiera Milano Congressi will manage the new Turin Congress Centre (5,000 seats), to be built on the site of the former Westinghouse factory. Construction is scheduled to begin in 2022, with completion expected in 2024/25
    • Revenues expected to be back to pre-pandemic level by the end of 2023

Revenues (€m) EBITDA (€m)

Revenues of €2.2m in Q1 2022 (+ €1.6m vs Q1 2021)

▪ The decrease in EBITDA is mainly attributable to the absence in Q1 2021 of overhead costs associated with the management of the congress area, following the suspension of congress activities due to the Covid-19 pandemic

    1. Executive summary
    1. Business review
    1. Financial review
    1. Fiera Miano at a glance and FY 2021 results
    1. Key investment highlights

Income Statement

1

2

3

4

5

Income
Statement (€m)
FY2020 FY2021 Q1 2021 Q1 2022 REVENUES: €23.5m, an increase of €21.9m compared to Q1 2021
Revenues 73.6 129.8 1.5 23.5 1
11
exhibitions
and
10
congress
events
held
in
just
2
months
Cost of materials 1.6 1.7 0.1 0.5
147.245
sqm
occupied
in
Q1
2022
compared
to
51.070
sqm
sold
in
Q1
2021

3,6k
total
participating
exhibitors
Cost of services 45.5 74.3 5.8 14.1 2
Positive
results
despite
postponing
relevant
exhibitions
to
the
next
quarter
Costs for use of third party assets 0.5 0.5 0.1 0.2
Comparison
with
Q1
2021
not
meaningful
since
Italian
operations
were
interrupted
Personnel
costs
31.9 41.5 7.6 10.8 3
\
Cost of services: €14.1m (c.60% of Q1 2022 Revenues), representing an increase of €8.3m compared to
Other
operating
expenses
2.5 2.9 0.5 0.5 Q1 2021 due to increased volume of activity related to the resumption of exhibition activities in presence
Total operating
costs
81.9 121.0 13.9 25.9
Other
income
16.9 73.1 2.6 0.7 Personnel
costs: €10.8m (c.46% of Q1 2022 Revenues), an increase
of €3.1m compared to Q1 2021

Wages,
salaries
and
related
social
security
contributions
increasing
if
compared
to
the
Q1
2021
cost
Results
of equity-accounted
companies
0.5 1.2 0.1 (0.7) benefit
related
to
the
Salary
Integration
Fund
(FIS)
activation
Impairment of receivables and other
accruals
(1.3) 5.9 0.2 (0.1) EBITDA: €-2.4m, an improvement of €7.5m compared to Q1 2021
EBITDA 10.4 77.2 (9.9) (2.4) 4
Italian
Exhibitions:
EBITDA
mainly
affected
by
higher
personnel
costs
if
compared
to
Q1
2021
Depreciation
and amortisation
44.8 45.2 11.2 11.8 Foreign
Exhibitions:
EBITDA
mainly
affected
from
the
negative
result
of
the
joint
venture
with
Deutsche
MESSE
AG
which
in
Q1
2022
did
not
schedule
any
events
in
China
due
to
Covid-19
Adjustments
to asset values
0.0 0.0 0.0 - restrictions
EBIT (34.3) 31.9 (21.1) (14.2) 5
Congresses:
EBITDA
impacted
by
higher
overhead
costs
associated
with
the
management
of
the
Financial income/(expenses) (12.7) (13.4) (3.0) (3.1) congress
venues
which
fully
offset
the
increase
in
revenues.
It
should
be
noted
that
in
Q1
2021,
Valuation
of financial
assets
0.0 0.0 0.0 0.0 following
the
suspension
of
congress
activity
due
to
the
Covid-19
pandemic,
these
costs
were
not
present
Profit/(loss) before income tax (47.0) 18.5 (24.1) (17.4)
Income
tax
(12.9) (24.4) (5.4) (4.4) EBIT:
€-14.2m,
an
improvement
of
€6.8m
compared
to
Q1
2021
following
the
positive
EBITDA
trend,
Net Income (34.2) 44.1 (17.8) (13.0) 6 counterbalanced
by
major
D&A
related
to
Q4
2021
investments
o/w attributable to the shareholders of the
controlling entity
(33.9) 44.4 (17.7) (12.9) Net
Income:
€-13.0m,
an
improvement
of
€4.8m
compared
to
Q1
2021

Balance sheet

Balance Sheet
(€m)
FY2020 FY2021 Q1 2022
Goodwill 95.0 95.0 95.0
Intangible assets with a defined useful life 17.0 18.5 17.8
Right-of-use assets 431.7 392.5 396.5
Tangible
fixed
assets
7.0 5.8 5.4
Other
non-current
assets
43.0 61.8 65.8
A Non-current
assets
593.8 573.7 580.5
Inventories 5.6 3.4 5.1
Trade receivables 26.7 31.1 28.9
B Current
assets
32.2 34.5 34.0
Trade payables 19.9 50.6 28.5
Advances 30.6 36.0 51.1
Tax liabilities 3.9 5.0 2.1
Provisions for risks and charges and other current
liabilities 13.4 29.2 31.6
C Current
liabilities
67.7 120.7 113.3
D Net working capital (B -
C)
(35.4) (86.3) (79.3)
E Gross capital employed (A + D) 558.4 487.4 501.2
Employee
benefit provisions
10.1 9.5 9.2
Provisions for risks and charges and other non-current
liabilities 11.7 4.4 4.4
F Non-current
liabilities
21.7 13.9 13.6
G NET CAPITAL EMPLOYED cont. operations (E -
F)
536.7 473.5 487.6
H NET CAPITAL EMPLOYED assets held for sale 0 0 0
TOTAL NET CAPITAL EMPLOYED (G + H) 536.7 473.5 487.7
covered
by:
Equity attributable to the Group 62.9 108.3 96.5
Non-controlling
interests
0.3 0.7 0.6
I Total equity 63.2 109.0 97.1
Cash & cash equivalents (20.4) (148.3) (123.7)
Current
financial
(assets)/liabilities
93.1 49.9 50.2
Non-current
financial
(assets)/liabilities
400.8 463.0 464.1
L Net Financial Debt/(Cash) post IFRS 16 473.4 364.5 390.5
Net Financial Debt/(Cash) pre
IFRS16
23.9 (47.4) (33.2)
2
EQUITY AND NET FINANCIAL DEBT (I + L) 536.7 473.5 487.6

Net Working Capital

  • Structurally negative Net Working Capital equal to €-79.3m in Q1 2022 compared to €-86.3m in 2021
  • Main Net Working Capital contribution in Q1 2022 coming from :
    • Trade Payables:
      • From €50.6m in Q4 2021 to €28.5m in Q1 2022, resulting in a decrease of €22.1m related to the payment of expiring items to suppliers and organizers of events held in the last quarter of 2021
    • Advances:

1

▪ From €36.0m to €51.1m, resulting in an increase of €15.1m mainly related to the advances invoiced to customers for exhibitions in Q2 2022 (in particular Ipack-Ima, Host, Print4All and Miart)

Net Financial Debt/ (Cash) pre IFRS 16

  • Net cash of €33.2m compared to a net cash of €47.4m as of 31 December 2021
  • The negative change of €14.2m in net cash is mainly referred to Net Working Capital dynamics with the increase in Advances more than offset by the occasional decrease in Trade Payables

2

Cash flow

Cash Flow (€m) As
of
31 Dec
2021
As
of
31 Mar 2022
EBITDA 77.1 (2.4)
IFRS16 cash out (47.8) (6.4)
Δ
Net Working Capital
50.8 (6.9)
Capex (5.9) (0.2)
Operating Cash Flow 74.2 (15.9) 1
Cash Interests
& Income
(0.8) (0.2)
Cash Taxes (1.6) (1.2)
Other (0.5) 3.0
Free Cash Flow 71.3 (14.2)

Net debt/ (Cash) evolution

Operating Cash flow of €-15.9m in Q1 2022, mainly driven by:

  • Quarterly EBITDA of €-2.4m
  • IFRS16 cash out of €6.4m in Q1 2022 referred to the financial impact of the 4° rent installment of 2021. As previously communicated to the market, in Dec 2021 Fiera Milano reached and agreement with Fondazione Fiera Milano for the reduction of rent related to the Rho and Milan exhibition sites for a total value of €5.5m. The economic impact of the rent reduction has already been booked in 2021 income statement. The financial impact of €5.5 plus VAT has occurred in Q1 2022, resulting in a total cash out of €6.4m
  • €6.9m of cash absorption coming from negative variation of Net Working Capital in Q1 2022 due to occasional decrease in Trade Payables not compensated by an increase of Advances referred to the upcoming exhibitions
  • €3.0m of other variations referred to employees leaving indemnity, provisions and equity reserves variations (reserve for hedging operations and stock option reserve)

AGENDA

    1. Executive summary
    1. Business review
    1. Financial review
    1. Fiera Miano at a glance and FY 2021 results
    1. Key investment highlights

Fiera Milano at a glance

The Italian market leader and one of the main integrated operators worldwide in the management and organization of exhibitions and congresses

Key investment highlights

Strong commitment to ESG

  • ESG themes moving to the top of the agenda with new framework and strategy integrated in the CONN.E.C.T. 2025 plan
  • Top management remuneration linked to ESG targets reflecting selected SDGs
  • FM leading the Italian fair trade industry association to Net Zero targets

Sound financials with low credit risk

  • Sound financials driven by high visibility of results (multiyear events to be booked in advance)
  • Favourable payment cycle due to advances payments contracts leading to a structurally negative NWC
  • Strong operating cash generation combined with low capex requirements resulting in a positive net position and financial flexibility leaving room for M&A

Integrated business model with focus on tier 1 events

  • Covering the entire value chain of the trade fare from renting exhibition areas to provide ancillary services
  • Well diversified exhibition portfolio with concentration of high standing events which enjoy less volatility in terms of revenues and rented sqm and diversified industry mix
  • Mainly B2B events with high exposure to attractive sectors

Institutional role with strong heritage culture

  • Mission critical business for the Italian entrepreneurial fabric
  • Strategic partner for Italian SMEs in their innovation, growth and internationalization paths supporting the Italian economy recovery and promoting the made in Italy in the world
  • Strong heritage culture with the first exhibition held in 1922 and a track record of growth lasting for >100 years

Undisputed market leadership in Italy

6 1

5 2

4 3

  • High entry barriers due to limited venue capacity of other Italian players
  • Largest trade-fair site in Italy with exhibition capacity more than double that of the n.2 player and ranking among the top one players at international level
  • Highly fragmented market with room for consolidation

State of the art premises and strategic logistics

  • Best-in-class premises with strategic locations close to airports, undergrounds, train stations and urban centers
  • Predominant exposure to one of the richest EU region
  • Fieramilano (Rho): 6° trade fair center in the world with its 345k sqm

Disclaimer

This presentation and any materials distributed in connection herewith (together, the "Presentation") do not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation of any offer to purchase or subscribe for any securities, and neither this Presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever.

The information contained in this Presentation has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, reasonableness or correctness of the information or opinions contained herein. None of Fiera Milano S.p.A., its subsidiaries or any of their respective employees, advisers, representatives or affiliates shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this Presentation. The information contained in this Presentation is provided as at the date of this Presentation and is subject to change without notice.

Statements made in this Presentation may include forward-looking statements. These statements may be identified by the fact that they use words such as "anticipate", "estimate", "should", "expect", "guidance", "project", "intend", "plan", "believe", and/or other words and terms of similar meaning in connection with, among other things, any discussion of results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. Such statements are based on management's current intentions, expectations or beliefs and involve inherent risks, assumptions and uncertainties, including factors that could delay, divert or change any of them. Forward-looking statements contained in this Presentation regarding trends or current activities should not be taken as a representation that such trends or activities will continue in the future. Actual outcomes, results and other future events may differ materially from those expressed or implied by the statements contained herein. Such differences may adversely affect the outcome and financial effects of the plans and events described herein and may result from, among other things, changes in economic, business, competitive, technological, strategic or regulatory factors and other factors affecting the business and operations of the company. Neither Fiera Milano S.p.A. nor any of its affiliates is under any obligation, and each such entity expressly disclaims any such obligation, to update, revise or amend any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this Presentation.

It should be noted that past performance is not a guide to future performance. Please also note that interim results are not necessarily indicative of full-year results.

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