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Fiera Milano

Related Party Transaction Jul 26, 2023

4073_rpt_2023-07-26_3bf0e347-b64e-42e4-b4f6-fb966b52d128.pdf

Related Party Transaction

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Informazione
Regolamentata n.
0620-60-2023
Data/Ora Inizio
Diffusione
26 Luglio 2023
13:03:21
Euronext Star Milan
Societa' : FIERA MILANO
Identificativo
Informazione
Regolamentata
: 179578
Nome utilizzatore : FIERAMILANON01 - Cecere
Tipologia : REGEM
Data/Ora Ricezione : 26 Luglio 2023 13:03:11
Data/Ora Inizio
Diffusione
: 26 Luglio 2023 13:03:21
Oggetto : Fiera Milano - Press release: Related
parties transaction
Testo del comunicato

Vedi allegato.

APPROVAL OF A TRANSACTION WITH RELATED PARTIES CONCERNING THE IMPLEMENTATION OF TECHNICAL/IT INTERVENTIONS WITHIN THE ALLIANZ-MICO CONGRESS CENTER

Milan, 26 July 2023 – Fiera Milano S.p.A. ("Fiera Milano" and/or the "Company") announces that the Board of Directors of the Company, which met today, resolved in favor of a transaction with related parties among (i) the Company, (ii) its parent company Fondazione Ente Autonomo Fiera Internazionale di Milano ("Fondazione Fiera Milano" or "Parent Company") and (iii) its wholly owned subsidiary Fiera Milano Congressi S.p.A. ("Fiera Milano Congressi" or "Subsidiary").

The transaction concerns the implementation of technical/IT interventions that will ensure a significant upgrade of the current data and telecommunications infrastructure relating to the venue of the Allianz-MiCo congress center located in Milan, owned by Fondazione Fiera Milano, which Fiera Milano Congressi uses, as lessee, to grant it, in whole or in part, to third parties for the organization of events and congresses (the "Project").

Thanks to this upgrade, the venue of the congress center will be equipped with technical and data communication characteristics of absolute importance not only in the national scene, but also in Europe, allowing Fiera Milano Congressi to offer a product even more distinguished by quality standards of excellence, and able to support, in particular in the telecommunications sector, the provision of high-resolution audio and video services.

Fondazione Fiera Milano and Fiera Milano Congressi, within their respective powers, also intend to entrust Fiera Milano with the role of general contractor for the Project, the implementation of which will then be carried out by a qualified third party (the "Supplier").

The financial commitment for the completion of the Project will not exceed Euro 15,000,000.00 including the remuneration in favor of Fiera Milano in relation to its general contractor activity, and it will be supported, in equal parts and without any bond of solidarity, by Fondazione Fiera Milano and Fiera Milano Congressi. As compensation for the activity as general contractor, the Parent Company and the Subsidiary undertake to pay Fiera Milano a fee equal to 4% of the amount paid to the Supplier.

Conditions and terms, including financial ones, relating to the Project and its implementation are found in a term sheet, of a binding nature, which will be signed among the Company, Fondazione Fiera Milano and Fiera Milano Congressi (the "Transaction").

The Transaction falls within the "Related Party Transactions" pursuant to articles 2, 7, 9.1 and 9.2 of the Fiera Milano Related Party Transactions Procedure (the "FM RPT Procedure") as it was carried out among (i) the listed company Fiera Milano, (ii) its Parent Company (Fondazione Fiera Milano) and (iii) its Subsidiary (Fiera Milano Congressi). Considering its total amount, the Transaction was classified as a Transaction with a related party of Greater Importance. In this regard, it is recalled that article 9.2 of the FM RPT Procedure, in compliance with the provisions of art. 10, paragraph 1, of the Consob RPT Procedure, establishes that Transactions of Greater Relevance must be examined and approved in compliance with the procedure adopted for Transactions of Lesser Relevance, without prejudice to the provisions relating to disclosure obligations and the jurisdiction reserved for the Board of Directors of Fiera Milano with regard to the adoption of resolutions.

Today, in compliance with the provisions of the FM RPT Procedure, the Transaction was approved by the Board of Directors of Fiera Milano, subject to the the favorable, non-binding opinion, unanimously issued by the members of the Control and Risk Committee of the Company.

The Information Document relating to the Transaction, drawn up pursuant to article 10.2 of the FM RPT Procedure

and to article 5 of Consob Regulation no. 17221/2010, will be filed and made available to the public in the manner and within the terms established by current legal and regulatory provisions.

Fiera Milano

Fiera Milano is the domestic market leader and one of the main integrated operators worldwide in the exhibition and congress sector. The Group manages the leading exhibition site in Italy and dominates events in numerous manufacturing sectors: fashion, publishing, furniture and furnishings, home and lifestyle, mechanical tooling industry, tourism, professional hospitality, food, plant engineering and energy, construction and art. Specifically, the business of the Group is focused on the management, organisation and hosting of exhibitions and other events through ensuring the availability of equipped exhibition space, project support and related services. Its offer is completed by engineering services, stand-fitting services, stand-fitting technical and logistic services, as well as a multi-channel platform that includes web content and congresses. Fiera Milano has been listed on Euronext Milan, STAR segment, since 2002.

Contacts

Investor Relations Vincenzo Cecere Tel +39 0249977816

[email protected]

Press Office Gabriele De Giorgi, Mario Lisippo Tel +39 3398431544 [email protected]

Image Building Rafaella Casula, Giusy Fusco Tel +39 02 89011300 [email protected]

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