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Fiera Milano

Remuneration Information Mar 13, 2018

4073_def-14a_2018-03-13_d36b3512-ffa1-490c-9d22-6f09a6d04e03.pdf

Remuneration Information

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Rep port on n Remu unerati on

Prepared Article 8 (and sub in accordanc 4-quater of t bsequent ame ce with Articl the Listing R endments) a le 123-ter of Rules adopted nd with the Companies o f Legislative D d by Consob recommenda of Borsa Itali Decree no. 5 with Resolut ations of the ana S.p.A. 8 of 24 Febr tion no. 1197 Self-regulato ruary 1998 a 71 of 14 May tory Code for nd with y 1999 r Listed

This docum However, f Italian. ment contains a for information a true translati n about Fiera on in English o a Milano refer of the documen rence should b nt in Italian "R be made exclu Relazione sulla usively to the a Remunerazio original docum one". ment in

The Italian version of the "Relazione su ulla Remuneraz zione" shall pr revail upon the e English versio ion.

12 March 2018 8

Opera Comp ational and adm panies Registe Registered o ministrative he Sha er, Tax code a Fiera office: Piazzale eadquarters: S are capital: Eu nd VAT no. 13 a Milano S.p. e Carlo Magno Strada Statale uro 42,445,14 3194800150 – .A. o, 1 - 20149 M e del Sempione 1 fully paid up – Economic Ad Milan, Italy e, 28 - 20017 pministrative R Rho (Milan) I Register 16238 taly 812

FOREWORD

The pr esent Report on Remunera tion (h ereinafter t he "Report" and /or th e " Report o n Remuneration") has been prepared pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 (hereinafter the "Consolidated Finance Act") and Article 84-quater of the Listing Rules adopted by C onsob with Resolution no. 11971 of 14 May 19 99 and subsequent amendments (hereinafter the "Listing Rules").

The Report on Remuneration comprises two sections.

Section One of the Report on Remuneration describes and illustrates:

  • a) the p olicy of Fiera Milano S .p.A. (hereinafter th e " Company") for th e remuneration of the members of the Board of Directors (hereinafter the "BoD") of the Company and of Ex ecutives with Stra tegic Responsibilities in the Group (as defined below);
  • b) the procedures t o a dopt an d impleme nt this policy ( hereinafter th e "Remuneration Policy" and/or the "Policy").

Section Two:

  • a) gives an appropriate illustration of each component part of the remuneration of the memb ers of the Company BoD and o f the Execu tives with Strategic Responsibilities, including the treatment stipulated should an appointment cease or the employment relationship be terminated, and of the members of the Board of Statutory Auditors, highlighting its co nsistency with th e remuner ation poli cy approved in the previous financial year;
  • b) gives an analysis of all types of r emuneration received on whatever basis and in whatever form in the financial year under review by the members of the Company BoD, Executives with Strategic R esponsibilities, members of the Board of Statutory A uditors of t he Com pany and th e Company subsidiaries or associate companies (herei nafter the " Group") a nd highlights any eventual components that refer to financial years prior to that under review and any remuneration due to b e pai d in the next or fu ture financial years for a ctivities carri ed out in th e financial year under review.

The Remun eration Poli cy ad opted by th e Company conforms to the recommen dations of Article 6 o f the S elf-regulatory Co de f or List ed Companies of B orsa Italiana S.p.A . of Jul y 2015 (hereinafter the "Self-regulatory Code") to which the Company adheres.

The Remuneration Policy described in this Report has also been also adopted, in accordance with the Listing Rules covering related-party transactions and pursuant to and in accordance with the provisions of Article 12.2 of th e Procedures for Rel ated-party Tr ansactions implemented by the Board of Directors of the Company.

The pres ent Report h as been d eposited at t he register ed office an d t he op erational and administrative offices of the Company, as well as at Borsa Italiana S.p.A., and is available on the Company website, www.fieramilano.it1 .

1 www.fieramilano.it/en/Report on Remuneration

SECTION ONE

(a) Corporate bodies and individu als that pr epare, app rove a nd im plement t he Remuneration Policy

The Remu neration P olicy is pr epared a nnually by the A ppointments and Rem uneration Committee and subse quently presented to the BoD o f th e Compa ny for its app roval. The Appointments and Remuneration Committee also submits the implementation criteria for the approval of the BoD and supervises that they are applied

Once the Remuneration Policy has been examined and approved, the BoD puts it to a nonbinding v ote of the S hareholders' Meeti ng i n accord ance with Ar ticle 123 -ter of th e Consolidated Finance Act.

The Policy in the present Report was approved by the BoD at its meeting on 12 March 2018 and will be put to a non-binding vote at the Ordinary Shareholders' Meeting convened just once on 23 April 2018.

(b) Role, com position, functi oning and competences o f the App ointments and Remuneration Committee

The BoD of the Company set u p an Appointments and R emuneration Committee within the BoD fo r consultation, advice and reco mmendations. Specifically, the Committee does the following:

  • prepares re commendations or gi ves opinions to th e BoD on th e rem uneration of Executive Directors and those with speci fic roles, taking into account each Director's membership of o ne o r more C ommittees, in order to ensure that remuneration is aligned with the aim of creating shareholder value over the medium/long term;
  • periodically evaluates the overall adequa cy a nd consistency of th e remun eration criteria for the Company management and, subject to the responsibilities of the Chief Executive Officer f or setting the remuneration policy and s alary levels of executives, tables sugg estions and re commendations o n remuneration mat ters. These re fer, in particular, to th e performan ce targets for the varia ble component of t he remuneration, as well as any eventual in centive sch emes that inclu de fina ncial securities;
  • monitors the implemen tation of t he decision s taken by the BoD , in particula r, verifying the effective achievement of any performance targets;
  • monitors th e implem entation of, a nd ad herence to, the Compan y's remuneration policies, preparing an annual report on the checks made in which it declares if there is a Company remuneration and incentive Poli cy that adheres to the rules set down by th e BoD while r especting enacted r egulations a nd minimising any legal or reputational risk.

Should th e App ointments an d Remunera tion Commit tee op t t o us e t he servi ces of a consultant to obtain informati on on market practice on remuneration policies, it s elects the consultant having first verified that the latter's circumstances can in no way compromise the independence of his/her opinion.

The BoD, a ppointed by the Sha reholders' Meeting of 21 April 2017, set u p a n intern al Committee, the Appointments and Remuneration Committee on 2 May 2017. It appointed the Directors Mr Alberto Baldan, Ms Elena Vasco, and Mr Gia npietro Corbari to t his Committee and appointed Mr Cor bari as its Chairpers on. Subsequently, on 23 October 2017, the Bo D, having (i) accepted th e resignati on of Mr Corbari as C hairperson and m ember of th e Committee, (ii) acknowledged the need to appoint a n ew member to the Committee (iii ) considered the proposals put forw ard by its Cha irperson, appointed Ms Marina Natale as the new member of the Committee to replace Mr Corbari and appointed Ms Elena Va sco as the new Chairperson of the Committee.

Therefore, at t he dat e of th e present Rep ort, the me mbers of t he Ap pointments and Remuneration Committee are:

  • Ms Elena Vasco, Independent Director under Articl e 148, paragr aph 3 of the Consolidated Fin ance A ct and under th e S elf-Regulatory Code; Chairperson of the Appointments and Remuneration Committee;
  • Mr Albert o Baldan, In dependent D irector u nder Articl e 1 48, par agraph 3 of th e Consolidated Finance Act and under the Self-Regulatory Code;
  • Ms Marina Natale,Non-executive Director.

During the financial year ended 31 December 2017, this Committee hel d eight meetings that were regularly minuted and carried out its advisory role to the BoD. The average duration of the meetings was one hour and ten minutes.

In the current financial year, at th e date th e present Report was appr oved, it ha d already held two meetings.

(c) Indepen dent experts

The Company used an independent expert from the firm KornFerry HayGroup to prepare its Remuneration Policy. The exter nal consultant h elped the Comp any d evise the new medium/long-term incentive scheme.

(d) Principles and Aims of the Remuneration Policy

The corporate governance mod el of the Com pany employs clear an d string ent rules t o ensure adequate control of the remuneration policies in keeping with the criteria established by the BoD and with the requirements of transparency, impartiality and objectivity.

Drawing up the Poli cy was a cl ear and transparent process in which the Appointments and Remuneration Committee and the BoD of the Company played central roles; the BoD, on the recommendation of the Appoin tments and R emuneration Committee, approves t he crit eria for implementing the Remuneration Policy.

The P olicy defi nes the prin ciples and guidelines used by th e B oD to d etermine th e remuneration of:

  • members of the BoD and, in particular, Directors with specific roles;
  • members of Committees;
  • Group Executives with Strategic Responsibilities.

The Policy of the Company aims to:

  • attract, motivate and retain personnel with the professional qualities necessary for the advantageous pursuit of the Group objectives;
  • align the in terests of Management with thos e of th e sh areholders and pursu e the principal aim of sustai nable v alue crea tion over th e medi um/long-term by cr eating strong links between remuneration and individual and Group performance;
  • reward merit in individu als thereby adequately recognising their contribution to the Company.

These were the aims followed in preparing the Remuneration Policy but it also takes account of the critical state of the macroeconomic scenario, which shows a gradual recovery, and the specific period of disruption that the Company has suffered, as well as the need to retain the new Management.

The Policy incor porates the fund amental guidelines presented at t he Shareholders' Meeting of 29 April 2015 regarding medi um/long-term variable remunerati on and the propos al approved b y th e Sh areholders' Meeting of 28 April 2016, including th e Plan based on th e allocation of stock options. The next Sh areholders' Meeti ng will be asked to approve a mandate for the B oD to implem ent in 2018 , with the suppor t of th e Appointm ents and Remuneration Committee, a long-term incenti ve scheme comprising cash and performance shares of the Company as detailed below.

(e) Short-term and medium/long-term fixed and variable components of remuneration

(e.1) Members of the BoD. The Company makes a distinction between Executive Directors and Non-executive Directors in its policies on the fixed and vari able components o f remuneration of the members of the BoD.

The remuneration of Non-execut ive Directors with no specific res ponsibilities (including Independent Direc tors) is compos ed of a fi xed amount s et by th e Shareh olders' Meetin g when t hese Directors are ap pointed. Non-executive Directors r eceive an attendance allowance of Euro 350.00 (three hundred and fifty) for each Board of Directors meeting they attend and are reimbursed for business expenses sustained.

Best practice and Article 6 of the Self-Regulatory Code both recommend that these Directors receive n o remunerati on related to the a chievement of key perfor mance targ ets by the Company nor are they recipients of remuneration plans using financial securities.

The BoD, on the proposals of the Appointments and Remuneration Committe, sets the total remuneration of Executi ve Directors and Directors with specifi c roles. Specifically, the BoD, having heard the opinion of the Board of Statutory Auditors, decides – in accordance with Article 2389, paragraph 3 of the Italian Civil Code – the remuneration of the Chairperson and the Chief Executive Officer.

The Chairperson of the BoD, as a Non-executive Director, receives no variable component of remuneration.

The rem uneration package o f th e C hief Exe cutive Offi cer who, at th e date of the pres ent Report, is the only Executive Director, is composed as follows: (i) a gross annual fixed sum in payment of his role as Chief Executive Officer and remun eration as an employee for hi s position as an Executive of the Company; (ii) a short-term variable cash component paid to him as an E xecutive of the Company, receipt of which is dependent on the achievement of pre-established annual objectives set by th e BoD or is subject to th e attainment of annual targets that are closel y linked to the bu dget targets ap proved by the BoD (" MBO" Management by Objectives); and (i ii) a mediu m/long-term variable component co mprising cash and a nd per formance shares (see th e secti on bel ow on th e prop osed long-term incentive Plan).

The Appoin tments an d Remuneration C ommittee verifi es annually that th e C ompany a nd Group key performance targets for the previous financial year have been met and, based on its findings, prepares recommendations for the BoD. The BoD, having consulted the Board of Statutory Auditors, decides the variable components of the remuneration paid to Executive Directors.

Given the changes in the management and corporate governance of the C ompany, the BoD will propose to the Shareholders' Meeting that it approves a new medium/long-term incentive Plan (hereinafter the "Plan") comprising both cash and per formance shares (shares of th e Company) to b e pai d to certain ben eficiaries (incl uding Execu tives with Strat egic Responsibilities) if the performance targets defined and quantified by the BoD with reference to pluriennial budget targets have been met.

In addition to the Chief Executive Officer, the Plan is for other executives and aims to:

(i) align the interests of management with thos e of shareholders through the use of equitybased incentives and build a more stable shareholder base for the Company.

(ii) retai n a nd incenti vise th ose p ersons in th e Gr oup m ost res ponsible f or a ttaining th e corporate objectives and motivate them to add value t o the Company whilst, at the same time, creating a means of increasing the Beneficiary's loyalty to the Company.

(iii) link total remuneration and, in particular, the incentive schemes aimed at executives and key Group personnel to the real growth in the C ompany and value creation of the Group as recommended in the Self-regulatory Code;

The Beneficiaries, the amount of the Bonus and the number of Shares to be allocated to each Beneficiary are at t he exclusive discretion o f the Bo D, h aving consi dered th e strate gic relevance of the p osition hel d by the Ben eficiary an d h is/her annu al fixed an d variabl e remuneration, while ensuring that the total remuneration remains competitive.

The Plan has a two-year duration (the "performance period"), a period considered consistent with th e ai m of m easuring val ue cre ation o f the Group in the me dium-term. The shar es underlying the Plan are shares th at the Com pany h olds directly or i ndirectly – already purchased or to be purchased under Article 2357 and following of the Italian Civil Code. The maximum number of Shares required for the Plan is 1,000,000 shares.

No form of bonus will be paid unless the mini mum level of the performance targets set by the BoD is reached.

The pers onal remuner ation pla n of th e Chief Executi ve Offi cer an d, in parti cular, th e weighting of the fixed component of this remuneration will be based on the following criteria:

(a) the fixed component will not be mor e th an 50% of the total expected annual remuneration (including the r emuneration received under the Plan calculated on an annual basis2 ) assuming the targets on which the variable component depends are attained and (b) if the targets on which the variable remune ration is ba sed are exceeded, t he variable component will not be more than 75% of the total annual remuneration (including the remuneration received under the Plan calculated on an annual basis).

On the proposal of t he Appointments and Rem uneration Committee, the BoD m ay pay on eoff bonuses to Executive Directors linked to the success of operations held to be of particular strategic value to the Company and the Group.

(e.2) Committees

Members of the in ternal Commit tees of th e BoD (i.e. the In ternal Contr ol and Risk Management Commit tee an d t he Appointments and Rem uneration C ommittee) r eceive a fixed remuneration that is decid ed by the BoD. All member s of the C ommittees are entitled to reimbursement of expenses incurred carrying out their roles.

(e.3) Executives with Strategic Responsibilities

The principl es and criteria des cribed above fo r Executive Directors are also applied when determining the rem uneration of Executives with Strategic Res ponsibilities and other executives identified by the BoD. The aim is the same - t o attract, motivate and retain highly qualified executives through a rem uneration package that is competiti ve in the market place and that rewards the managerial merit of thos e involved and their contribution to Company and Group growth. The remuneration of th ese executives is divided in to a fixed component and a vari able component and aims to cr eate sustainable value over the medium/long-term and ensure a direct link between r emuneration and the specific objectives of the Company and Group.

2 in which the share component is valued at fair value when allocated.

The remuneration of Executives with Strategic Responsibilitie s and some other executi ves normally consists of the following components: (i) a gross annual fixed sum; (ii) a short-term variable cash component recognised on the achievement of pre-established key performance targets (" MBO" – Managem ent by Objectives defined by a specific policy); and (iii) for beneficiaries of the Plan, a medium/long-term variable component comprising both cash and performance shares.

It shoul d be noted that d etermination of the fixed comp onent ensures sufficient remuneration even when the variable components are not paid because the pre-established key performance targets have not been met.

The short-term variable cash component perm its annual as sessment of the performance of the beneficiary. Specifically, the Chi ef Executive Officer, in line with the Company policies, determines the MB O targets for E xecutives w ith Strategi c Responsibilities and for other executives t hat re port directly t o t he Chi ef Ex ecutive Officer. Paym ent o f th e s hort-term variable component of remun eration d epends on a tri gger condition being met ( known a s "on/off" or "gate") that has been s et by the BoD and is ba sed on the targets of the annual budget. Th e Group sets a maximum limit to the in centive pa yable if the targets ar e exceeded. Specifically, under the MBO plans for Executives with Strategic Responsibilities and some other executives, the maxim um incenti ve pa yable cannot b e m ore tha n 50 % of th e gross annual remuneration.

For the medium/long-term variable component of the Plan, comprising cash and performance shares, the maximum payable during the life of the Plan may not exceed 55% of the annual gross remuneration.

The ab ove being sta ted, if the employment position/m andate cea ses early a nd/or is terminated by th e C ompany for ju st caus e, the righ t t o t he sh ort a nd medium /long-term variable components of remuneration will lapse.

Lastly, in a ddition to t he MB O pl ans, th e C hief Executi ve Offi cer may in excepti onal circumstances award one-off bonuses to Executives with Strategic Responsibilities for specific transactions deemed to be of exceptional strategic importance or due to their effects on the results of t he C ompany and/ or the Gr oup and on th e at tainment of speci fic performance targets.

(e.4) Other beneficiaries

The performance of other Group executives and marketing personnel will be assessed, based on MB O pl ans, in line with Company policy. Their p erformance targets a re established annually by senior ma nagers togeth er with the Director of Organisation an d Human Resources and may in clude, in a ddition to the results of th e Com pany an d/or Grou p, performance targ ets link ed t o th e economic and/or q ualitative p erformance o f th e unit or business area to which they belong.

The Company is imple menting a new Performance & L eadership Management (hereinafter "PLM") syst em as a w ay of pr omoting the at tainment of strategic business targets and assessing expected b ehaviour bas ed on a lead ership mod el that is represen tative of th e Group. From 2018, the PLM system will be lin ked to the MBO scheme for Group managers and the Incentives for marketing pers onnel. The MB O and incentive targets will be

calculated and paid u nder specific conditions and variables. MBO an d Incentive payments will be triggered on reaching a corporate performance target. No payment will be made i f this target fails to be reached.

(f) N on-cash benefits

The Company gives non-cash benefits to Directors and executives in l ine with market best practice and reimburses business expenses incurred in carrying out their roles. They are also insured for the responsibilities they cover, save in criminal cases or for gross negligence and for accidents whether relating to professional acti vities or n ot, in accordance with t he provisions relating to the mandate (as described under paragraph (m) below).

(g) Criteria for determining the variable component of remuneration

Please refer to paragraph (e) above.

(h) Financial instruments

Please refer to paragr aph (e) above and to the section on remuneration schemes based on financial securities i n accordance with Arti cle 114- bis o f th e Co nsolidated Finance Act , available on the Company website www.fieramilano.it (in the secti on Investor Relations/Corporate Governance/Shareholders' Meetings).

(i) Risk management policy

The Company has a risk management policy. Detailed information on this policy is given in the section on Risk factors affecting Fiera Milano Group that is part of the Board of Directors' Management Report in the Annual Report.

(j) Deferred remuneration plans and clawback mechanisms

With regard to clawback mechanisms, it shoul d be noted that the variable remuneration is based on MBO plans that are not very complex but any single executive who is a beneficiary of the MBO plan cannot easily manipulate the underlying reference parameters.

The Remuneration Policy on m edium/long-term variable remuneration comprising both cash and p erformance shar es (rest ricted to th ose included in the Pl an t o be proposed t o the Shareholders' Meeting) has a clawback clause whereby restitution of variable components of remuneration alrea dy paid ma y be r equested if th ese hav e b een allocat ed based on information that subs equently proves to be manifestly incorrect. Resti tution may also be requested for all the incentives pa id in the financial year (or financial years) in which it is found that the data used to calculate the results that trigger the right to the incentives have been deliberately altered and/ or there h as been gross and intentional breach of the laws and/or regulations, the Code of Ethics or the C ompany rules, if relev ant to the employment and trust relationship, without prejudice to any other action permitted by law and regulations to protect the interests of the Company.

The Remun eration Poli cy esta blishes that th e deferm ent mechanism s for incentive plans based on financial instruments under Arti cle 114-bis of the Co nsolidated Finance Act are in line with comparable market best practice and can include lock-up periods for the financial instruments.

(k) Clauses for retaining financial instruments

Please refer to paragraph (h).

(l) Compensation in cases of resignation, dismissal or termination of employment

It is the policy of the Company not to agree compensation with Directors (with the exception of the Chief Executive Officer of the Company, whose com pensation is described in Section Two of this Report), Executives with Strategi c Responsibilities and other executives, which that govern in a dvance th e financial conditions ensuing from an earlier than expected termination of employment whether it be insti gated by the Company or an individ ual (good leaver or b ad leav er cl auses). In cases of termination of empl oyment by t he Group for reasons other th an just caus e, the standar d p rocedure is to s eek t o rea ch a co nsensual agreement on th e ter mination of employm ent. Su bject to the l egal and/or contractual requirements, agreements for term ination of employment with the Gr oup use th e relevant reference benchmarks and adhere to the l egal conditions and procedures of th e country in which the contract was agreed.

(m) Insurance cover and social security or pension payments that are not mandatory

In line with best practi ce, Directors are insured for the responsibilities they cover, save in criminal cases or for gross negligence and fo r a ccidents whether re lating to professional activities or not, in a ccordance wi th the requir ements of t he manda te. In ad dition to th e obligatory policies, Group executives also receive supplementary health insurance and travel insurance.

(n) Remunera tion policy for specific roles

Please refer to paragraph (e) above.

(o) Group policy

The remuneration policy of the Com pany is not based on t hat of any ot her company. The subsidiaries and associate companies apply the policies of the Company.

SECTION TWO

(a) Remuneration of members of the administrative and control bodies

The Ordinary Shareholders' Meeting of 21 April 2017 approved the fixed remuneration of the members of the BoD in line with market rates, while ensuring that de cisions on the special remuneration of Dire ctors with sp ecific rol es remained the comp etence of the BoD in accordance with Article 17.7 of the Company Articles of Association.

The Shareholders' Meeting approved:

  • fixed annual remuneration of Euro 107,000 (one hundred and seven thousan d) for the Chairperson of the BoD;
  • fixed annual remuneration of Euro 35,000 (thirty-five thousand) for each other Director;
  • an attendance allowance of Euro 350 (three hundred and fifty) payable to every Director for each Board meeting attended and reimbursement of expenses incurred in carrying out their roles.

In th e m eeting o n 15 May 2017 , the B oD approved t he r emuneration of memb ers of the Internal Co ntrol an d R isk Manag ement C ommittee and those of the App ointments an d Remuneration Commi ttee. M oreover, the BoD, having studied the pr oposals of the Appointments and Remunera tion Committee on which th e Board of S tatutory Auditors had expressed prior appr oval under Article 2389, pa ragraph 3 of the Italian Civil Code, deci ded the remuneration of the Chief Executive Officer and of the other Directors with specific roles or responsibilities.

The payments approved were unchanged on the payments approved for the members of the previous Board of Directors of the Company.

As regards remuneration, members of the BoD are either:

  • Directors w ith specifi c roles who may als o ha ve been gi ven other sp ecific responsibilities;
  • Directors with no specific roles.

Directors with specific roles

During the BoD meeting of 2 M ay 2017, at w hich the new members of the B oard took up their appointments, t he Chairp erson of th e B oD, Pr ofessor Lor enzo Caprio, in addition to legal representation and other duties under the law and the Company Articles of Association, was assigned the following responsibilities:

  • (i) to convene and prepare the agenda of Board meetings and to Chair the meetings;
  • (ii) to stimulate internal discussion, promote the effective functioning of the corporate governance system and guarantee a balance of powers with the Chief Executive Officer;

  • (iii) to coordinate the work of the Board ensuring that adequate information regarding items on the agenda is provided to all Board members. To this end, the Chairperson makes certain that: a) the Directors receive adequately in advance any documentation on matters to be discussed by the BoD or, at least, basic information on the matters to be discussed; b) the documentation on items on the agenda of the meeting, in particular, that given to Non-executive members, is adequate both in quantity and quality;

  • (iv) he is the direct reference point on the Board for the internal control bodies and the internal Committees of the BoD; acting on behalf of the BoD, the Chairperson is the reference point for the head of internal audit, who reports directly to the Board on the role and responsibilities assigned him/her in accordance with applicable law;
  • (v) oversees, in conjunction with the Chief Executive Officer, external institutional relations.

On 10 July 2017, the BoD, having acknowledged that Professor Caprio, as Chairperson of the BoD, not only supervised but followed and w as directly i nvolved in external instituti onal relations, agreed, on the proposal of the Appointments and Remuneration Committee, to pay him additional remuneration of Euro 45,000 (forty-five thousand).

On 2 May 2 017, Ms Ma rina Natale was appoin ted Chief Execu tive Officer. During the Board meeting of 15 May 2017, on the proposal of the A ppointments and Rem uneration Committee, the Chief Executive Officer, under Article 2389, paragraph 3, of the Italian Civil Code w as a warded ann ual gross r emuneration of Euro 35 0,000 (thr ee hundr ed and fifty thousand) in addition to fixed remuneration of Euro 35,000 (thirty-five thousand), as well as the attendance allowance and reimbursement of expenses already approved for Directors by the Shareholders' Meeting of 21 April 2017. Deta ils of the mandate given Ms Natale as Chief Executive Officer ar e described i n the Rep ort on Cor porate Governance an d Ownership Structure at 31 December 20 17, whi ch is available on th e Com pany websit e www.fieramilano.it, in t he se ction Investor R elations/Corporate G overnance/Shareholders' Meetings.

On 25 July 2017, the S hareholders' Meetin g ap proved an incre ase in the numbe r of th e Board Directors to nine and app ointed Mr Fabrizio Curci (hereinafter "Mr C urci") as th e new Director effective from 1 September 2017 and until th e expiry of t he mandates of the other Directors. Th e afor ementioned Shar eholders' Meetin g appr oved fixed annual remuneration of Euro 3 5,000 (thirty-five thousa nd) for the Director Mr Curci, equal to that approved for the other Directors on 21 Ap ril 2017, plus the attendance allow ance and reimbursement of expenses.

After the S hareholders' Mee ting a nd, t herefore, als o on 25 July 201 7, th e Bo D of t he Company met and appointed Mr Curci as Chi ef Executive Officer and General Manager of the Company effective from 1 September 2017. The Report on Corporate Governance and Ownership Structure at 31 December 2017 details the powers given Mr Curci.

At the af orementioned meeting, the BoD appr oved that t he remuneration received by M r Curci, the Chief Executive Officer and General Manager, should be that agreed in the permanent employment contr act (h ereinafter t he " Contract") agreed between M r Curci and the Company on 20 July 2017.

Under the Contract, the Chief Executive Officer, Mr Curci, receives annual fixed remuneration for his role as Chie f Executive Officer (h ereinafter t he "Role") of Euro 80,000 (eighty thousand) that is added to his gross annu al remuner ation as a n Executive with the responsibilities of Gene ral Manager of the Company (hereinafter the " Employment Contract") of Euro 320,000 (thr ee hun dred and twent y thousan d), giving t otal fixed remuneration of Euro 400,000 (four hundred thousand).

The Employment Contr act has a minimum guaranteed length. Un der the C ontract, the Company has agreed not to cancel the C ontract for any reason whatsoever, unless for just cause under Article 2119 of the Italian Civil Code , until the date of appr oval of the Financi al Statements at 31 December 2019.

In case of termination of the Contract, Mr Curci will receive twelve months of salary in lieu of notice or a substitute indemnity calculated as the global remuneration paid in the following cases:

  • dismissal without just cause;
  • resignation from his position as an Execut ive f or just caus e or f or a Goo d Lea ver circumstance (as defined in the Contract).

In addition to the conditions in the above paragraphs, under Good Leaver circumstances, and excluding any Bad Leaver circumstances un der the Contract, Mr Curci will receive a redundancy incentive (hereinafter the "Incentive"), equal to:

  • 18 months of the total fixed r emuneration described ab ove (in cluding th e shar e of remuneration for his Role) or a maximum supplementary payment under the existing state collective employment agreement (CCNL) or an y subsequent improvements to the latter if higher (including the share rem uneration for his Role) un til the dat e of the approval of the Financial Statements at 3 1 December 2019 and, however, not beyond 30 April 2020;
  • 18 months basic remuneration (including the share of remuneration for his Role) or a maximum supplem entary pa yment under th e existing st ate collective empl oyment agreement (CCNL) or any subsequent improvements to the latter if higher (including the share remuneration for his Role) , from t he day after the date of th e approval of the Financial Statements at 31 December 2019 and, however, from 1 May 2020.

The Incenti ve and the sum in lieu of noti ce will be pai d to Mr Curci should one of the following occur:

  • termination of bot h em ployment a greements with the Company (th e Employment Contract and that for his Role) due to one or more of the Good Leaver circumstances specified in the Contract;
  • termination of his Role due to the termination of the employment contract for a Good Leaver event for an Executive as specified in the Contract;
  • termination of the employment contract due to the termination of his Role for a Good Leaver event for a Director as specified in the Contract.

Should the employment relationship cease in th e year t hat the short-term cash ele ment of the varia ble comp onent (MBO) o f t he Con tract is paid, th e MBO pa yment f or th e year in

which the employment relationship ceases will be paid to the Executive in proportion to the period of employment that year commensurat e with an amount of MBO due that i s no less than the amount paid in the previous year. Should the employment relationship cease during the vesting period of th e medium/l ong-term compon ent comprising ca sh and p erformance shares, the incentive payments due will be recalculated to take account of the shorter reference period and will be paid when the next Financial Statements are approved.

On 3 Au gust 2017, the Compa ny r eached an agreement to t erminate th e con tract of Mr Corrado Per aboni (h ereinafter " Mr Peraboni "). Due to th e termination of the agr eement that mad e him Chief Executiv e Officer Mr Peraboni was paid a severance fee ( TFM – Trattamento di Fine Ma ndato) of E uro 30,000 (thirty th ousand). Foll owing the final and consensual termination of his employment as an executive, effective from 31 August 2017 , Mr Pera boni was paid a redu ndancy in centive of Eur o 4 40,000 ( four hundr ed and forty thousand). These p ayments wer e made under an d consistent with the then current Remuneration Policy of the Com pany and under the contractual obligations agreed with Mr Peraboni when he b ecame an empl oyee of t he Company. The af orementioned employment contract included a non-competition clause lasting three years from the date the employment contract ceased. As par t of this cl ause, Mr Per aboni r eceives a gr oss annual sum of Eur o 30,000 ( thirty t housand), p aid for the term of the agr eement to w hich w as a dded an adjustment of approximately Euro 2 43,000 (two hundred and forty-three thousand). Should Mr Peraboni breach the non-competition clause, he must pay a penalty of Euro 100,0 00 (one hundred thousand) to the Com pany if th e clause is brea ched in th e first year, Euro 75,000 (seventy-five thousand) if it is breached in the second year and Euro 50,000 (fifty thousand) if it is breached in the third year. Mr Peraboni also received an all-inclusive payment of Euro 30,000 (thirty thousand) as pa rt of a general and novation agreement. Lastly, Mr Peraboni received his leaving indemnity calculated at the time his employment contract in accordance with law and the contra ct. The Company agr eed to appoint Mr Peraboni as the Chairpers on of the BoD of the subsidiary CIPA Fiera Milano Publicações e Ev entos Ltda for one year to coincide with the first year of his appointment as President of the Global Association of the Exhibition Industry (UFI). For this position he will be paid an annual sum of Eur o 15,000 (fifteen thousand).

Directors without specific roles, Committee members and members of the Board of Statutory Auditors

The Directors without specific roles are:

  • Mr Alberto Baldan;
  • Ms Francesca Golfetto;
  • Ms Stefania Chiaruttini;
  • Ms Marina Natale;
  • Ms Elena Vasco;
  • Mr Gianpietro Corbari;
  • Mr Angelo Meregalli.

The remuneration of Directors without specific roles and Committee members is:

  • Euro 35,000 (thirty-five thousand) for each Director without a specific role;
  • Euro 22 ,500 (tw enty-two thousa nd five hu ndred) f or each member o f t he Internal Control and Risk Management Committee;
  • Euro 22,500 (twenty-two thousand five hundred) for each member of the Appointments and Remuneration Committee;

In line with best practi ce, Directors without sp ecific roles have no va riable co mponent of remuneration.

Directors without specific roles are reimbursed for business expenses incurred in carrying out their roles and have an insurance policy in line with existing market practice save in criminal cases or for gross negligence or for accidents whether relating to professional activities or otherwise.

The Standing Statutory Auditors of the Board of Statutory Auditors are:

  • Ms Federica Palmira Nolli (Chairperson);
  • Mr Antonio Guastoni (Standing Statutory Auditor);
  • Mr Carmine Pallino (Standing Statutory Auditor).

The remuneration of the Standing Statutory Auditors of the Board of Statutory Auditors is:

  • Euro 37,500 (thirty-seven thousand five hundred) for the Chairperson of the Board of Statutory Auditors;
  • Euro 25,000 (twenty-five thousand) for each Standing Statutory Auditor.

(b) Remuneration of Executives with Strategic Responsibilities

On 2 Ma y 2017, the B oD of th e Company r econfirmed t he p osition of th e Head of the Administration, Finance and Tax depar tment, who is also the Ma nager res ponsible for preparing the Company accounts.

The Manager responsible for pr eparing the Company a ccounts was pa id, in a ddition to his annual gr oss remunera tion (and to a one-off payment) , an amount of 20% of hi s annual gross remuneration pro-rata temporis for the time he held this position.

On 13 November 2017, the Company appointed a Group Chief Financia l Officer, who meets the requirements to be considered the onl y Executive w ith strategi c responsibilities in the Company apart from the Chief Executive Officer who is also the General Manager.

The Tabl e a ttached to t his Report s hows th e remunera tion paid t o Group Execu tives with Strategic Responsibilities.

Attachment 1

Table 1 – Remuneration of mem bers of the administration and control bodi es and ex ecutives with strategi c responsibilities.

(eur
o)
d su
Nam
e an
rnam
e
Pos
ition
Perio
d in
w h
ich
the
posit
ion
was
held
Expi
f
ry o
date
man
Fixe
d
ratio
rem
une
n
Rem
ratio
une
n
as a
n
loye
emp
e
Atte
nda
nce
fee
Rem
ratio
une
n
for m
emb
ersh
ip
of c
ittee
omm
s
Bon
nd
us a
othe
r
ince
ntive
s
Non
h
-cas
ben
efits
Oth
er
rem
une
ra
tion
al
Tot
Inde
mnit
yabl
y pa
e
at e
nd o
f ma
ndat
e
rmin
atio
n of
n te
or o
loym
ent
emp
TFR
Lore
Cap
rio
nzo
Cha
irpe
rson
02/0
5 - 3
1/12
31/
12/2
019
58
70,7
- 0
4,55
- - - 08 -
75,3
Cha
of t
he C
ol an
d Ri
sk
irpe
ontr
rson
02/0
3/10
5 - 2
23/
10/2
017
10,6
45
Rem
ratio
n fro
m th
e Co
ring
une
Com
mitt
ee
81,4
03
0 -
4,55
53 -
85,9
mpa
ny p
repa
the
l Sta
Fina
ncia
tem
ents
- - -
Rem
ratio
n fro
bsid
iarie
d as
soci
ates
une
m su
s an
-
Fabr
izio C
urci
Chie
f Ex
ecut
ive O
ffice
r
01/0
9 - 3
1/12
31/
12/2
019
38,3
33
117
,533
1,75
0
160
,000
10,9
19
,535 -
328
Dire
ctor
01/0
9 - 3
1/12
31/
12/2
019
-
n fro
m th
Rem
ratio
e Co
ring
une
mpa
ny p
repa
38,3
33
117
,533
1,75 0 ,000 -
160
10,9
19
,535 -
328
-
the
Fina
ncia
l Sta
tem
ents
n fro
bsid
d as
Rem
ratio
iarie
soci
ates
une
m su
s an
-
Mari
na N
atale
Chie
f Ex
ive O
ffice
ecut
r
02/0
5 - 3
1/08
31/0
8/20
17
114
,785
4,55
0
,335 -
119
Dire
ctor
02/0
1/12
5 - 3
31/
12/2
019
23,1
45
23,1
45
Mem
ber
of t
he R
tion
Com
mitt
emu
nera
ee
23/
10 -
31/
12
31/
12/2
019
4,23
4
4,23
4
n fro
m th
Rem
ratio
e Co
ring
une
mpa
ny p
repa
142
,164
4,55
0
- - ,714 -
146
-
the
Fina
ncia
l Sta
tem
ents
n fro
bsid
d as
Rem
ratio
iarie
soci
ates
une
m su
s an
-
Albe
Bald
rto
Dire 5 - 3 0
an ctor 02/0
1/12
31/
12/2
019
23,1
45
4,20 27,3
45
ber
of t
he R
Mem
tion
Com
mitt
emu
nera
ee
02/0
1/12
5 - 3
31/
12/2
019
14,8
79
- 79
14,8
Rem
ratio
n fro
m th
e Co
ring
une
mpa
ny p
repa
38,0
24
0 -
4,20
- - - 24 -
42,2
-
the
l Sta
Fina
ncia
tem
ents
Rem
ratio
n fro
bsid
iarie
d as
soci
ates
une
m su
s an
-
Gian
piet
ro C
orba
ri
Dire
ctor
02/0
5 - 3
1/12
31/
12/2
019
23,1
45
0 -
4,20
27,3
45
Mem
ber
of t
he R
tion
Com
mitt
emu
nera
ee
02/0
5 - 2
3/10
31/
12/2
019
10,6
45
10,6
45
n fro
m th
Rem
ratio
e Co
ring
une
mpa
ny p
repa
33,7
91
0 -
4,20
- - - 91 -
37,9
the
Fina
ncia
l Sta
tem
ents
n fro
bsid
d as
Rem
ratio
iarie
soci
ates
une
m su
s an
-
Fran
a Go
lfett
cesc
o
Dire
ctor
02/0
5 - 3
1/12
31/
12/2
019
23,1
45
0
4,55
27,6
95
ber
of t
he C
ol an
d Ri
sk
Mem
ontr
02/0
1/12
5 - 3
31/
12/2
019
14,8
79
14,8
79
Rem
ratio
n fro
m th
e Co
ring
une
mpa
ny p
repa
Com
mitt
ee
38,0
24
0 -
4,55
- - - 74 -
42,5
the
l Sta
Fina
ncia
tem
ents
Rem
ratio
n fro
bsid
iarie
d as
soci
ates
une
m su
s an
-
elo
galli
Ang
Mere
Dire
ctor
02/0
1/12
5 - 3
31/
12/2
019
23,1
45
3,85
0
26,9
95
Cha
irpe
of t
he C
ol an
d Ri
sk
ontr
rson
02/0
5 - 3
1/12
31/
12/2
019
14,8
79
- 79
14,8
n fro
m th
Rem
ratio
e Co
ring
une
mpa
ny p
repa
Com
mitt
ee
38,0
24
0 -
3,85
- - - 74 -
41,8
the
Fina
ncia
l Sta
tem
ents
n fro
bsid
d as
Rem
ratio
iarie
soci
ates
une
m su
s an
-
Elen
a Va
sco
Dire
ctor
02/0
5 - 3
1/12
31/
12/2
019
23,1
45
3,50
0
26,6
45
ber
of t
he R
Mem
tion
Com
mitt
5 - 3 019 79 79
Rem
ratio
n fro
m th
e Co
emu
nera
ee
02/0
1/12
31/
12/2
14,8
24
14,8
ring
une
mpa
ny p
repa
38,0 0 -
3,50
- - - 24 -
41,5
the
l Sta
Fina
ncia
tem
ents
Rem
ratio
n fro
bsid
iarie
d as
soci
ates
une
m su
s an
-
Stef
ania
Chi
arut
tini
Dire
ctor
02/0
5 - 3
1/12
31/
12/2
019
23,1
45
4,55
0
27,6
95
Mem
ber
of t
he C
ol an
d Ri
sk
ontr
02/0
5 - 3
1/12
31/
12/2
019
14,8
79
14,8
79
n fro
m th
Rem
ratio
e Co
ring
une
mpa
ny p
repa
Com
mitt
ee
38,0
24
0 -
4,55
- - - 74 -
42,5
the
Fina
ncia
l Sta
tem
ents
Rem
ratio
n fro
bsid
iarie
d as
soci
ates
une
m su
s an
-
(eu
ro)
d su
Nam
e an
rnam
e
Pos
ition
Peri
od
in w
hich
the
ition
pos
wa
s
held
Exp
iry o
f
date
man
Fixe
d
ratio
rem
une
n
Rem
ratio
une
n
as a
n
loye
emp
e
Atte
nda
nce
fee
Rem
ratio
une
n
for
bers
hip
mem
of c
ittee
omm
s
Bon
nd
us a
oth
er
ince
ntiv
es
Non
h
-cas
ben
efits
Oth
er
rem
une
ra
tion
al
Tot
Inde
mnit
yab
le
y pa
at e
nd o
f ma
nda
te
rmin
atio
n of
n t e
or o
loym
ent
emp
sed
du
ring
the
fin
ial y
BoD
cea
anc
ear
Rob
erto
Ret
tani
Cha
irpe
rson
01/
02/
01 -
05
02/
05/
201
7
60,3
71
0 -
4,20
- - 71 -
-
64,5
n fro
he C
Rem
ratio
m t
pari
une
omp
any
pre
ng
60,3
71
0 -
4,20
- - 71 -
-
64,5
the
Fin
ial S
tate
ts
anc
men
ratio
n fro
bsid
iarie
d as
iate
Rem
une
m su
s an
soc
s
-
Corr
ado
Art
Pera
bon
i
uro
Chie
f Ex
tive
Off
icer
ecu
01/
01/
- 13
/01
13/
01/
201
7
13,5
22
14,1
57
3,50
0
546 - 25
31,7
742
,984
siglie
Con
re
01/
01 -
02/
05
02/
05/
201
7
-
Rem
ratio
n fro
m t
he C
pari
une
omp
any
pre
ng
13,5
22
375
,865
3,50
0
- 88 -
15,4
- 408
,375
742
,984
the
ial S
Fin
tate
ts
anc
men
n fro
Rem
ratio
bsid
iarie
d as
iate
une
m su
s an
soc
s
-
ilio F
Att
ont
ana
Dire
ctor
01/
01/
/05
- 02
02/
05/
201
7
10,7
26
0
3,15
76
13,8
Dep
uty
Vice
Cha
irpe
rson
01/
01/
- 02
/05
02/
05/
201
7
19,9
19
19,9
19
Mem
ber
of t
he R
tion
Co
ittee
emu
nera
mm
01/
01/
- 02
/05
02/
05/
201
7
6,89
5
- 5
6,89
n fro
Rem
ratio
m t
he C
pari
une
omp
any
pre
ng
37,5
40
0 -
3,15
- - 90 -
-
40,6 -
the
Fin
ial S
tate
ts
anc
men
n fro
bsid
d as
Rem
ratio
iarie
iate
une
m su
s an
soc
s
-
Licia
lli
Ro
nzu
Dire
ctor
01/
01/
- 02
/05
02/
05/
201
7
10,7
26
0 -
4,20
26
14,9
Vice
Cha
irpe
rson
01/
01/
- 02
/05
02/
05/
201
7
19,9
19
19,9
19
Mem
ber
of t
he R
tion
Co
ittee
emu
nera
mm
01/
01/
- 02
/05
02/
05/
201
7
6,89
5
6,89
5
n fro
he C
Rem
ratio
m t
pari
une
omp
any
pre
ng
37,5
40
0 -
4,20
- - 40 -
-
41,7
the
Fin
ial S
tate
ts
anc
men
ratio
n fro
bsid
iarie
d as
iate
Rem
une
m su
s an
soc
s
-
Bigio
Joy
ce V
icto
ria
Dire
ctor
01/
01/
- 02
/05
02/
05/
201
7
10,7
26
0
3,50
26
14,2
Cha
of
the
trol
and
k
irpe
Con
Ris
rson
01/
01/
/05
- 02
02/
05/
201
7
6,89
5
6,89
5
Rem
ratio
n fro
m t
he C
pari
une
omp
any
pre
ng
Com
mitt
ee
17,6
21
0 -
3,50
- - 21 -
-
21,1
the
Fin
ial S
tate
ts
anc
men
Rem
ratio
n fro
bsid
iarie
d as
iate
une
m su
s an
soc
s
-
hi
Ren
ato
Borg
Dire
ctor
01/
01/
/05
- 02
02/
05/
201
7
10,7
26
3,50
0
26
14,2
Mem
ber
of t
he C
ont
rol a
nd R
isk
01/
01/
- 02
/05
02/
05/
201
7
2,90
3
- 3
2,90
ratio
n fro
he C
pari
Rem
m t
une
omp
any
pre
ng
Com
mitt
ee
13,6
29
0 -
3,50
- - 29 -
-
17,1
the
Fin
ial S
tate
ts
anc
men
Rem
ratio
n fro
bsid
iarie
d as
iate
une
m su
s an
soc
s
-
Pier
An
drea
Che
valla
rd
Dire
ctor
01/
01/
- 02
/05
02/
05/
201
7
10,7
26
3,50
0
26
14,2
n fro
he C
Rem
ratio
m t
pari
une
omp
any
pre
ng
10,7
26
0 -
3,50
- - 26 -
-
14,2
the
Fin
ial S
tate
ts
anc
men
Rem
ratio
n fro
bsid
iarie
d as
iate
une
m su
s an
soc
s
-
Rom
Rob
iglio
eo
Dire
ctor
01/
01/
- 02
/05
02/
05/
201
7
10,7
26
2,80
0
26
13,5
Mem
ber
of t
he R
tion
Co
ittee
emu
nera
mm
01/
01/
- 02
/05
02/
05/
201
7
6,89
5
6,89
5
Rem
ratio
n fro
m t
he C
pari
une
omp
any
pre
ng
17,6
21
0 -
2,80
- 21 -
-
20,4
the
Fin
ial S
tate
ts
anc
men
-
Rem
ratio
n fro
bsid
iarie
d as
iate
une
m su
s an
soc
s
-
Vinc
a Pa
trizia
Rut
iglia
enz
no
Dire
ctor
01/
01/
- 02
/05
02/
05/
201
7
10,7
26
0
3,85
76
14,5
Mem
ber
of t
he C
rol a
nd R
isk
ont
01/
01/
- 02
/05
02/
05/
201
7
6,89
5
6,89
5
n fro
he C
Rem
ratio
m t
pari
une
omp
any
pre
ng
Com
mitt
ee
17,6
21
0 -
3,85
- 71 -
-
21,4
the
Fin
ial S
tate
ts
anc
men
-
n fro
bsid
d as
Rem
ratio
iarie
iate
une
m su
s an
soc
s
-
(eu
ro)
Nam
d su
e an
rnam
e
Pos
ition
od
hich
Peri
in w
the
ition
pos
wa
s
held
Exp
iry o
f
date
man
Fixe
d
ratio
rem
une
n
Rem
ratio
une
n
as a
n
loye
emp
e
Atte
nda
nce
fee
Rem
ratio
une
n
for
bers
hip
mem
of c
ittee
omm
s
nd
Bon
us a
oth
er
ince
ntiv
es
Non
h
-cas
ben
efits
Oth
er
rem
une
ra
tion
Tot
al
Inde
mnit
yab
le
y pa
nd o
f ma
nda
at e
te
n te
rmin
atio
n of
or o
loym
ent
emp
TFR
Fed
eric
a No
lli
Cha
irpe
of
the
Boa
rd o
f St
atut
rson
ory
1/1
- 31
/12
Apr
il 20
19
37,5
00
37,5
00
Aud
itors
7,62
1
7,62
1
Rem
ratio
n fro
m t
he C
arin
une
omp
any
prep
g
Mem
ber
of t
he S
rviso
ry B
oard
upe
45,
121
- - - - - - 45,
121
the
Fin
ial S
tate
ts
anc
men
-
n fro
ubs
idiar
nd a
Rem
ratio
ies a
iate
une
m s
ssoc
s
39,3
90
39,3
90
Ant
onio
Gu
asto
ni
Stat
uto
ry A
udit
or
1/1
- 31
/12
Apr
il 20
19
25,0
00
25,0
00
-
n fro
he C
Rem
ratio
m t
arin
une
omp
any
prep
g
25,0
00
- - - - - - 25,0
00
the
Fin
ial S
tate
ts
anc
men
-
Rem
ratio
n fro
ubs
idiar
ies a
nd a
iate
une
m s
ssoc
s
26,3
16
26,3
16
Carm
ine
Palli
no
Stat
ry A
udit
uto
or
1/1
- 31
/12
Apr
il 20
19
25,0
00
25,0
00
-
Rem
ratio
n fro
m t
he C
arin
une
omp
any
prep
g
25,0
00
- - - - - - 25,0
00
the
Fin
ial S
tate
ts
anc
men
-
n fro
ubs
idiar
nd a
Rem
ratio
ies a
iate
une
m s
ssoc
s
29,3
07
29,3
07
Exe
cut
ive
wit
h st
rate
gic
ibili
ties
resp
ons
sed
du
ring
the
fin
ial y
cea
anc
ear
-
Exe
cuti
ith s
trat
egic
sibili
ties
ve w
res
pon
No.
3
01/
01 -
12/
11
,206 -
124
- - 69 -
14,2
,475 -
138
-
-
n fro
he C
Rem
ratio
m t
arin
une
omp
any
prep
g
the
Fin
ial S
- - -
tate
ts
anc
men
Rem
ratio
n fro
ubs
idiar
ies a
nd a
iate
une
m s
ssoc
s
-
Exe
cuti
ith s
egic
sibili
ties
trat
ve w
res
pon
No.
1
Rem
ratio
n fro
m t
he C
arin
une
omp
any
prep
g
No.
1
the
Fin
ial S
tate
ts
anc
men
n fro
ubs
idiar
nd a
Rem
ratio
ies a
iate
une
m s
ssoc
s
si n
ella
ietà
che
red
ige
il bi
lanc
io
Com
pen
soc
583
,55
7
8
493
,39
58,
800
0 -
160
,00
26,
407
162 -
7
1,3
22,
984
42,
Com
si d
llate
olle
ntro
gat
pen
a co
e c
e
95,
056
43 43 43 43 43 43 95,
056
43

Attachment 2

Table 3B – Cash incentive plans for members of the administrative bodies and for other executives with strategic responsibilities.

(
)
eu
ro
M B O/ A
al b
nnu
o nu
s B o n
us f
N am
nd
e a
sur
nam
e
Po s
it io
n h
eld
Pla
n
Pay
abl
e/
Def
ed
err
Per
iod
No
lon
ger
Pay
abl
e/
Def
edO
err
t he
r bo
nus
es
Pai
d
def
d
erre
abl
pay
e
Pai
d
Fab
rizio
Cu
rci
Cur
Ch
ief E
utiv
e O
ffic
rent
xec
er
M B
O -
201
6
0
Cor
rado
Pe
rabo
ni
Chi
ef E
utiv
e O
ffic
o lo
r in
offi
xec
er n
nge
ce
M B
O -
201
6
60,0
00
R e
atio
n f
the
C o
ing
the
mu
ner
ro m
mp
any
pre
par
Fin
ial
Sta
tem
ent
anc
s
0
Re
atio
n fr
bsi
dia
ries
mu
ner
om
su
0
R e
atio
n f
the
C o
ing
the
mu
ner
ro m
mp
any
pre
par
Fin
ial
Sta
tem
ent
anc
s
0
Exe
ive
with
ic re
nsib
ilitie
tly i
n of
fice
cut
str
ateg
spo
s cu
rren
No
. 2
Bon
us 2
016
0
ffice
Exe
cut
ive
with
str
ateg
ic re
nsib
ilitie
lon
in o
spo
s no
ger
No
. 2
22,
000
Re
atio
n fr
bsi
dia
ries
mu
ner
om
su
0
n of
fice
Exe
cut
ive
with
str
ateg
ic re
nsib
ilitie
tly i
spo
s cu
rren
Bon
us 2
016
0
Exe
cut
ive
with
str
ateg
ic re
nsib
ilitie
lon
in o
ffice
spo
s no
ger
Exe
ive
wit
h s
ic r
ibil
itie
cut
tra
teg
esp
o ns
s
4
no.
22,
000
Exe
cut
ive
with
str
ateg
ic re
nsib
ilitie
tly i
n of
fice
spo
s cu
rren
No
. 2
Bon
us 2
016
0
Exe
cut
ive
with
str
ateg
ic re
nsib
ilitie
lon
in o
ffice
spo
s no
ger
No
. 2
22,
000

Attachment 3

Form no. 7–ter: Information on the shareholdings of m embers of the administrative bodies and of other executives with strategic responsibilities.

Name and surname P osition C o mpany in which
shares are held
N o . o f shares
held
N o . o f
shares
N o . o f
shares
N o . o f shares
held
o n 31.12.2016 acquired so ld o n 31.12.2017
Directors**
Lorenzo Caprio Chairperson Fiera M ilano SpA - - - -
Fabrizio Curci*** Chief Executive Officer Fiera M ilano SpA - - - -
Alberto Baldan Director Fiera M ilano SpA - - - -
Stefania Chiaruttini Director Fiera M ilano SpA - - - -
Gianpietro Corbari Director Fiera M ilano SpA - - - -
Francesca Golfetto Director Fiera M ilano SpA - - - -
Angelo Meregalli Director Fiera M ilano SpA - - - -
Marina Natale**** Director Fiera M ilano SpA - - - -
Elena Vasco Director Fiera M ilano SpA - - - -
Directors no longer in office*
Roberto Rettani Chairperson Fiera M ilano SpA 50,000 - - -
Corrado Peraboni Director Fiera M ilano SpA 15,250 - - -
Attilio Fontana Deputy Vice Chairperson Fiera M ilano SpA - - - -
Licia Ronzulli Vice Chairperson Fiera M ilano SpA - - - -
Joyce Victoria Bigio Director Fiera M ilano SpA - - - -
Renato Borghi Director Fiera M ilano SpA - - - -
Pier Andrea Chevallard Director Fiera M ilano SpA - - - -
Romeo Robiglio Director Fiera M ilano SpA - - - -
Vincenza Patrizia Rutigliano Director Fiera M ilano SpA - - - -
Statutory Auditors
Federica Nolli Chairperson Fiera M ilano SpA - - - -
Antonio Guastoni Standing Statutory Auditor Fiera M ilano SpA - - - -
Carmine Pallino Standing Statutory Auditor Fiera M ilano SpA - - - -
No. of Directors with C o mpany in which No. of shares No. of No. of No. of shares
Executive Responsibilities shares are held held
o n 31.12.2016
shares
acquired
shares
so ld
held
o n 31.12.2017
In office Fiera M ilano SpA no . 1 - - -
No longer in office Fiera M ilano SpA no . 1 - - -
* No longer in office from 21 April 2017.
Appointed on 21 April 2017.
Chief Executive Officer of the Company from 1 September 2017
***Chief Executive Officer of the Company from 2 M ay 2017 until 31 August 2017

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