Fiera Milano

Related Party Transaction • Feb 20, 2023

Informazione Regolamentata n. 0620-14-2023		Data/Ora Ricezione 20 Febbraio 2023 18:39:25	Euronext Star Milan
Societa'	:	FIERA MILANO
Identificativo Informazione Regolamentata	:	172644
Nome utilizzatore	:	FIERAMILANON01 - Cecere
Tipologia	:	REGEM
Data/Ora Ricezione	:	20 Febbraio 2023 18:39:25
Data/Ora Inizio Diffusione presunta	:	20 Febbraio 2023 18:39:31
Oggetto	:	Related Party Transactions
Testo del comunicato

Vedi allegato.

INTEGRATION OF THE SUB-LEASE AGREEMENT AMONG FIERA MILANO, FAIR RENEW AND FONDAZIONE FIERA MILANO INVOLVING THE ROOFS OF CERTAIN AREAS OF THE RHO - PERO EXHIBITION SITE AND AIMED AT THE CONSTRUCTION OF ADDITIONAL PHOTOVOLTAIC PLANTS

Milan, 20 February 2023 – The Board of Directors of Fiera Milano S.p.A. ("Fiera Milano" and/or the "Company") announces that the sub-lease agreement signed on 14 March 2019 ("Sub-lease Agreement") among Fiera Milano – as sub-lessor – Fair Renew S.r.l., ("Fair Renew") – as sub-lessee – and Ente Autonomo Fiera Internazionale di Milano ("Fondazione Fiera Milano") – as lessor of the exhibition site of Rho (MI) – concerning:

• − the sub-lease to Fair Renew of the roofs of certain areas of the exhibition site located at Rho-Pero (MI), S.S. del Sempione n. 28 (the "Sub-lease Agreement"), for the construction and installation by Fair Renew of a photovoltaic plant (the "PV Plant") with an installed power of approximately 8,200 kWp;
• − the purchase by Fiera Milano of the electricity produced by the same PV Plant (the "Power Purchase Agreement");

will be integrated to include among the properties subject of the Sub-lease Agreement also the roofs of "Cargo" pavilions, no. 2 and no. 4 (generally, the "New PV Plant1 Roofing") and the roofs of pavilions no. 6-8, 10-12, 14- 16 and 18-20 (generally, the "New PV Plant2 Roofing" and, jointly with the New PV Plant1 Roofing, the "Additional Roofing") in order to allow Fair Renew to build on them two new photovoltaic plants respectively with a total installed power of 1,800 kWp and 3,600 kWp whose electricity produced will be purchased by the Company, according to the terms and conditions set out in the Power Purchase Agreement already covered by the Information Document dated 21 March 2019, to which reference is made.

The amending and supplementary agreement in question also provides for:

• − the inclusion of Nolostand, a subsidiary of Fiera Milano, as part of the Sub-lease Agreement due to the fact that some of the Additional Roofing are currently granted by Fiera Milano in sub-lease to Nolostand itself;
• − the remodulation and increase of the rental fee due by Fair Renew to Fiera Milano pursuant to the Sublease Agreement in light of the concession also for the Additional Roofing. The sub-lease fee is confirmed in the amount of Euro 2,180.00/MWp (two thousand one hundred and eighty/00) per year - i.e. in the same amount set out in the Sub-lease Agreement - for a total of Euro 11,746.00 (eleven thousand seven hundred and forty-six/00) having the Additional Roofing a nominal power of approximately 5.7 MWp, in addition to the annual fee of a total of Euro 17,867.45 due by Fair Renew to Fiera Milano pursuant to the Sub-lease Agreement.

The amendments to the aforementioned Sub-lease Agreement qualify as a Transaction of Greater Importance pursuant to the Procedure regarding transactions with related parties ("Related Party Procedure") adopted by Fiera Milano and to Consob Regulation 17221/2010, constituting a modification of a Transaction of Greater Importance between related parties. The Sub-lease Agreement, in fact, had already been disclosed to the market through the publication of the Information Documents on 21 March 2019. It should be reminded that Fondazione Fiera Milano is the majority shareholder of Fiera Milano, holding a stake of 63.82% of the share capital, and in turn holds a stake in Fair Renew equal to 40.0% of the share capital.

Pursuant to Article 9.1 of the Company's Related Party Procedure, the transaction was then approved by the Board of Directors today, having obtained the favourable reasoned opinion issued on 16 February 2023 by the Control Risks and Sustainability Committee. As of today, the Information Document prepared pursuant to Article 10.2 of the

Related Party Procedure and to Consob Regulation no. 17221/2010 will be filed and made available to the public at the registered office and the operational and administrative headquarters of Fiera Milano, on the Company's website and on the authorised storage mechanism.

With regard to the aforementioned procedure, it should be reminded that Fiera Milano is a small-sized listed company and, as such, benefits from the exemption granted pursuant to Article 10, paragraph 1 of Consob Regulation 17221/2010; therefore, without prejudice to the obligations of disclosure to the public, the same safeguards provided for in the Procedure for Transactions of Lesser Importance are applied to Transactions of Greater Importance.

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 as well as a multichannel platform that includes web content and congresses. Fiera Milano has been listed in the STAR segment of the Euronext Milan stock market since 2002.

Contacts

Investor Relations Vincenzo Cecere Tel +39 0249977816 investor.relations@fieramilano.it Press Office Gabriele De Giorgi, Mario Lisippo Tel +39 3398431544 press@fieramilano.it

Image Building Rafaella Casula, Giusy Fusco Tel +39 02 89011300 fieramilano@imagebuilding.it