Fiera Milano

AGM Information • May 16, 2017

Fiera a Milano S.p.A A.- Registere ed offices in M Milan, Piazza ale Carlo Mag gno, 1

Operati onal and adm ministrative he eadquarters in n Rho (MI), S Strada Statale e del Sempion ne 28

Shar re capital Eur ro 42,445,141 1.00 fully pai d-up

Milan Comp pany Register r, Tax code a and VAT num mber 1319480 00150 – Econ nomic Admin nistrative Inde ex 1623812

Articles of Associat tion of Fier ra Milano S S.p.A.

EXISTING TEXT	AMENDED TEXT consequent to the Extraordinary Meeting of Shareholders of 21 April 2017 (minutes nos. 27904/12431 of the Notaries Register of Alessandra Zizanovich) On 11.05.17 it has been registered in the Companies Register and it has been recorded on 15.05.17.
HEADING I
CORPORATE NAME - REGISTERED
OFFICE - DURATION - CORPORATE
PURPOSE
Article 1	Unchanged
Incorporation and corporate name
A joint-stock company has been 1.1 incorporated called "Fiera Milano SpA" (hereinafter "the Company").
Article 2	Unchanged
Registered office
The Company's registered office is in 2.1 Milan. As required from time to time,

secondary	offices, branches and
	representative offices can be set up or
	closed, both in Italy and abroad.
	Article 3	Unchanged
	Duration
3.1	The Company's duration is until 31
	December 2050 and can be extended
with	the resolution approved by a
	shareholders' meeting.
	Article 4	Unchanged
	Purpose
4.1	The Company's purpose is the:
(i)	Management of exhibition sites
	owned by the Company or by third
	parties, and of exhibitions, as well
	as the performance of any other
	ancillary and/or related activity,
	including related rental and partial
	sub-rental of all related services;
(ii)	Supply of services for the
	organisation of exhibitions, shows,
	congresses, conferences, round
	tables and auxiliary and related
	events, such as – merely
	by way of example – marketing,
	promotion, and administrative
	services, information-technology
	support, organisational
	consultancy, logistics and
	organisation, advertising support
and	public relations, and, in
	general, any other service

	concerning or consequent to the
	organisation of the aforementioned
	events, also via the creation,
	acquisition or of leases aimed at
	managing Internet domains and/or
	sites, satellite or cable TV
	channels, information-technology
	supports and, in any case, of any
	instrument developed using new
	technologies; and
(iii)	Management of press publications
	(excluding daily newspapers),
	publication of catalogues,
	periodical programmes, notices and
	printed items related and connected
to	the events and activities
	indicated in the previous point.
4.2	The Company may purchase, sell, obtain
and	grant licenses for patents,
	trademarks, models, press publications
	(excluding daily newspapers), copyrights
	and similar rights, and any intellectual
	property right in general, concerning the
	corporate purpose.
4.3 In	addition, the Company, in total
compliance	with the requirements
	enacted by special legislation concerning
	banking and financial matters, may:
-	give endorsements, sureties and any
	other secured and unsecured guarantee,
	also on behalf of third parties; and may acquire, both directly and indirectly,
interests	and equity stakes in other
	companies or industrial, commercial or

	service enterprises having a corporate purpose similar and related to, or in any case functionally connected with that of the Company; and may undertake any industrial, commercial, investment, property and financial transaction in any case connected with, functional or complementary to the achievement, also indirect, of the corporate purpose, with the exception of the collection of savings and the performance of activities governed by regulations concerning financial intermediation. Any activity restricted by law to specific professional categories and any financial activity involving the public is in any case excluded.
4.4	The Company may carry out its business
	both in Italy and abroad.
	HEADING II
	SHARE CAPITAL – SHARES
	Article 5	Unchanged
	Share capital
5.1 5.2	The Company has share capital of Euro 42,445,141 (forty two million, four hundred and forty-five thousand, one hundred and forty-one/00) consisting of 71,917,829 (seventy one million, nine hundred and seventeen thousand, eight hundred and twenty-nine) registered shares with no nominal value. The share capital may also be increased by means of contributions of assets and
	receivables.

	bonds, can be excluded within the limits
	and in accordance with the conditions of
	Article 2441, fourth paragraph, second
	sentence, of the Italian Civil Code.
	Article 6	Unchanged
	Shares, financial instruments, and bonds
6.1	Shares are registered, indivisible, and
	freely transferable. Each share gives the
	right to one vote.
	In addition to the ordinary shares, the
	Company may issue, in compliance with
	legal requirements, categories of shares
	endowed with different rights. The
	Company can also issue shares
	belonging to the special categories under
	Article 2349, first paragraph, of the
	Italian Civil Code.
6.2	The Company can issue, in accordance
	with legal requirements, securities other
	than shares.
	Securities may only be issued with the
	approval of an extraordinary
	shareholders' meeting, which establishes
	their characteristics, governs the issue
	conditions, voting and/or capital &
	dividend rights, the sanctions for default,
	as well as the procedure for transfer,
	circulation and repayment.
	The Company can also issue the
	securities provided for in Article 2349,
	second paragraph, of the Italian Civil
	Code.

6.3	The Company, by means of a resolution
	passed by the Board of Directors, can
	issue bonds in accordance with legal
	requirements.
	The Company, with the approval of an
	extraordinary shareholders' meeting, can
	also issue convertible bonds or bonds
	with warrants in accordance with legal
	requirements.
	Article 7	Unchanged
	Capital payments
7.1	Payment for shares by shareholders is
	made in accordance with law, and in the
	ways and within the terms established by
	the Board of Directors. Late payments
	by shareholders are subject to annual
	interest at 2 (two) per cent above the
	benchmark reference rate in force on the
	date of the late payment, although the
	provisions of Article 2344 of the Italian
	Civil Code still hold good.
	Article 8	Unchanged
	Shareholder loans
8.1	The Company may collect from its
	shareholders, as financing, and in
	compliance with enacted laws and
	regulations, the funds needed to
	accomplish the corporate purpose.
8.1	Shareholder loans, even if not made
	proportionally to the number of shares
	owned, do not earn interest, unless
	otherwise decided by the Board of

Directors.
Article 9	Unchanged
9.1 A shareholder's domicile, as regards their dealings with the company, is taken to be the place shown in the shareholders' register.
9.1 The fact of being a shareholder leads to unconditional acceptance of the Company Articles of Association.
HEADING III
SHAREHOLDERS' MEETING
Article 10 Convening a Shareholders' Meeting	Unchanged
10.1 The shareholders' meeting represents all shareholders and its resolutions, passed in accordance with law and these Company Articles of Association, bind all shareholders, even if they are absent, abstain or dissent. A Company shareholders' meeting, both ordinary and extraordinary, may be convened and held also in a venue other than the Company's registered office, as long as it is in Italy or in another European Union member country, through a notice to be published in, in accordance with law, on the Company website and in any other way required by Consob rules. Shareholders' meetings may also be convened by the Board of Directors upon request of shareholders

company's share capital or, subject to
notification of the Chairperson of the
Board of Directors, by the Board of
Statutory Auditors or by at least two
members of this board.
The ordinary general shareholders'
meeting must be convened at least once
a year, within 120 (one hundred and
twenty) days of the end of the
Company's financial year. If the legal
conditions to do so exist, it can be
convened within 180 (one hundred and
eighty) days of the end of the
Company's financial year.
10.2 The meeting notice must indicate the
date, time and venue of the meeting, as
well as the list of matters to be discussed
and any other information required by
prevailing law and regulations. The same
notice may also indicate the date, time and
venue for the meeting on second call, and
possibly for the meeting on third call, if
the first and second meetings are not
attended.
10.2 Shareholders who collectively represent
at least one-fortieth of the Company share
capital may also request in writing
additions to the agenda of the meeting
within ten days, unless a different time
period is required by law, of publication
of the notice of the shareholders' meeting
by specifying in the request the additional
topics that said shareholders wish to

discuss. Shareholders requesting additions to the agenda must prepare a report on the matter they propose for discussion to be delivered to the Board of Directors within the time stipulated for the request for additions to the agenda. These additional items to the agenda to be discussed by shareholders, requested in accordance with the procedures described in the present paragraph 10.3, are published, under the procedures for publishing notifications of shareholders' meetings, at least fifteen days prior to the date on which the meeting is scheduled, unless a different time period is required by law.

The Board of Directors will make the report available to the public, accompanied by any comments it may wish to make, at the same time as the notice announcing additions to the agenda is published on the Company website and in the other ways specified by Consob rules.

Requests for additions to the agenda as described in the present paragraph 10.3 are not allowed for topics that shareholders are asked to approve, in accordance with applicable law, upon proposal of the Board of Directors or based on a plan or report prepared by the Board of Directors.

Article 11 Constitution of the Shareholders' Meeting Unchanged

11.1 Ordinary shareholders' meetings and
extraordinary shareholders' meetings are
validly constituted and pass resolutions
with the majorities established by law.
Article 12	Unchanged
Right to Attend a Shareholders' Meeting
12.1 The right to attend a shareholders'
meeting is governed by law, by the
Articles of Association and by the
provisions in the notice convening the
shareholders' meeting.
12.2 Legitimisation of the right to attend a
shareholders' meeting is established by
law. Those having the right to vote may
be represented by written proxy as
established by law; proxies may be
notified by certified e-mail or in
accordance with the relevant provisions
issued by the Ministry of Justice in the
ways indicated in the notice convening
the shareholders' meeting. The relative
documents will be held by the Company.
It is the responsibility of the meeting's
Chairperson to ascertain the correctness
and, in general, the right to participate.
Article 13
Chairmanship of Shareholders' Meeting
13.1 The shareholders' meeting is chaired by	13.1 The shareholders' meeting is chaired by
the Chairperson of the Board of	the Chairperson of the Board of
Directors. In his/her absence, the	Directors. In his/her absence, the
shareholders' meeting will be chaired by	shareholders' meeting will be chaired
the Vice Chairperson, if appointed, or, in	by another person appointed by the
the case of his/her absence or inability to	shareholders' meeting. The

Chairperson, if appointed, or in the case	secretary, who is not required to be a
of the absence or inability to attend also	shareholder. The deliberations of the
of the latter, by another person appointed	ordinary shareholder meeting are
by the shareholders' meeting. The	documented in specific minutes signed
shareholders' meeting appoints the	by the meeting Chairperson and the
secretary, who is not required to be a	secretary. When required by law, and
shareholder. The deliberations of the	whenever he/she deems it to be
ordinary shareholder meeting are	appropriate, the Chairperson of the
documented in specific minutes signed	meeting will instruct that the minutes of
by the meeting Chairperson and the	the meeting be prepared by a notary.
secretary. When required by law, and
whenever he/she deems it to be
appropriate, the Chairperson of the
meeting will instruct that the minutes of
the meeting be prepared by a notary.
13.2 The Chairperson of the meeting manages	Unchanged
shareholder meeting proceedings,
verifies the proper constitution of the
meeting, ascertains the identity and
eligibility of those present, regulates
meeting proceedings - including the
order and duration of spoken
contributions, stipulates the voting
system, and the counting of votes – and
scrutinises the results of any voting.
13.3 Copies of minutes certified as being true	Unchanged
copies by the Chairperson and by the
person taking the minutes constitute
proof for all legal intents and purposes.
HEADING IV
MANAGEMENT OF THE COMPANY
Article 14	Article 14

shareholders' meeting appoints the

attend, by the other Deputy Vice

Board of Directors	Board of Directors
14.1 The Company is managed by a Board of	14.1 The Company is managed by a Board of
Directors consisting of a number of at	Directors consisting of a number of at
least three and no more than nine least three and no more than
members, including the Chairperson.	members, including the Chairperson. The
The shareholders' meeting, in	shareholders' meeting, in accordance
accordance with the requirements	with the requirements regarding gender
regarding gender balance in the present	balance, determines the number of
Articles of Association, determines the	members, at the time of appointment,
number of members, at the time of	within the aforementioned limits, as well
appointment, within the	as the duration of their appointment,
aforementioned limits, as well as the	which cannot exceed three financial
duration of their appointment, which	years. Directors may be re-elected.
cannot exceed three financial years.	The Directors must possess the
Directors may be re-elected.	requisite professionalism and probity
At least one of the members of the	under the relevant prevailing laws,
Board of Directors, or at least two for	under penalty of ineligibility or
boards comprised of more than seven	forfeiture of appointment should these
members, must be independent as	requisites be found to be lacking
verified by the statutory auditors in	subsequent to their appointment. The
accordance with prevailing legislation.	composition of the Board of Directors
	must reflect an adequate level of
	diversity amongst other things in
	terms of competences, experience, age,
	gender and international profile.
	To co-opt Directors to the Board, the
	Board of Directors must ascertain in
	advance the optimum qualitative and
	quantitative composition to identify
	and justify the theoretical profile

(including the proven and continuing

professionalism and independence) of

the candidates.

A specific internal regulation governs the criteria for the self-appraisal of the entire Board of Directors, for cooption and for verifying the limit to the total number of administrative positions is respected by all members of the Board. If, however, the limit for the total number of administrative positions held is stricter under enacted law and regulations, this must be respected. Adherence to the limit to the total number of administrative positions must be verified annually by the Board of Directors. Any Director who becomes aware that he/she has exceeded the limit for the total number of administrative positions held under the present Article must within 10 (ten) days of becoming aware inform the Company of the reason why the total has been exceeded and, within 90 (ninety) days of becoming aware that the limit has been exceeded must resign from one or more of the positions held. Within five days of resigning from one or more positions, the member of the Board of Directors must notify the Company of the position from which he/she has resigned.

14.2 The majority of the members of the Board of Directors must possess the

necessary independence required for Statutory Auditors under enacted law and also under the Self-regulatory Code of Listed Companies of Borsa Italiana S.p.A. Independent Directors must possess, according to documentation proving their experience, the professionalism to ensure a high level of internal discussion in the Board of Directors and to make an effective contribution to the decision-making process of the Board. The Board of Directors will ascertain that the requirements for independence have been met: (i) when a new Director who qualifies as independent is first appointed; (ii) when any Director who qualifies as independent has his/her position renewed. The Board of Directors will ascertain annually that the requirements for independence of Directors that have already been appointed are still being met. In all cases, evaluation that the requirements of independence are met by each Director that is certified as independent must be carried out by the Board of Directors under the principle of substance over form. Should the requirements for independence, as defined above, be found to be lacking in one of the independent Directors he/she will

	forfeit his/her position except when the majority of the Board of Directors still meets the requirements for independence. The independent Director that fails to meet the requirements of independence during his/her mandate must immediately inform the Board of Directors. Furthermore, the requirement of independence will be considered not to have been met if a Director has held three consecutive mandates as a Director of the Company.
14.2 If, due to resignations or other causes, the majority of directors become unavailable, the other directors' appointments will lapse and the shareholders' meeting must be convened without delay to appoint the Board of Directors.	14.23 If, due to resignations or other causes, the majority of directors become unavailable, the other directors' appointments will lapse and the shareholders' meeting must be convened without delay to appoint the Board of Directors.
14.3 The shareholders' meeting can also vary the number of directors during the mandate, always within the limits indicated in the present article. If the shareholders' meeting increases the number of directors, it appoints them in the same way as indicated in the present article. The mandate of directors appointed in this way ceases with that of directors originally appointed.
14.4 Appointment of members of the Board of	14.4 Appointment of members of the Board of

Directors takes place based on lists presented by shareholders who, alone or with other shareholders, represent at least 2.5% (two point five percent) of the Company share capital or any other percentage specified by Consob in implementation of prevailing legislation. Each shareholder or shareholders belonging to a shareholder agreement under Article 122 of Italian Legislative Decree no. 58/1998 and subsequent amendments and additions may present, or participate in presenting, and vote for just one list.

Support and votes cast in breach of this constraint will not be attributable to any list. Each candidate may appear on just one list or else be considered ineligible. Each list contains a maximum of nine candidates listed with sequential numbers.

Lists with three or more candidates must include candidates of both genders in order to ensure that the least represented gender is a minimum of one-third of the total elected (if this number includes a fraction, it should be rounded up to the next whole number).

Each list must expressly indicate the candidature of at least one person, or two persons in the case of a Board of Directors consisting of more than seven members, possessing the requisites of Directors takes place based on lists presented by shareholders who, alone or with other shareholders, represent at least 2.5% (two point five percent) of the Company share capital or any other percentage specified by Consob in implementation of prevailing legislation. Each shareholder or shareholders belonging to a shareholder agreement under Article 122 of Italian Legislative Decree no. 58/1998 and subsequent amendments and additions may present, or participate in presenting, and vote for just one list.

Support and votes cast in breach of this constraint will not be attributable to any list.

Each candidate may appear on just one list or else be considered ineligible. Each list contains a maximum of nine candidates listed with sequential numbers.

Lists with three or more candidates must include candidates of both genders in order to ensure that the least represented gender is a minimum of one-third of the total elected (if this number includes a fraction, it should be rounded up to the next whole number).

independence as demanded by the statutory auditors under prevailing law. The lists must be lodged at the Company's registered office by the twenty-fifth day prior to the date fixed for the first convocation of the shareholders' meeting. The lists must also be made available to the public in accordance with the provisions of law and with Consob rules at least twentyone days prior to the date fixed for the shareholders' meeting. Ownership of the minimum number of shares required to present a list is determined by the number of shares registered in the name of the shareholder on the day on which the lists are presented to the Company. As proof of ownership of the necessary number of shares to present lists, shareholders must present within the time period required for the publication of the lists by the Company the necessary certification given in accordance with law by authorised intermediaries. Together with each list, within the deadlines indicated above, must be deposited (i) information related to the identities of the shareholders presenting the list and the shares held by such shareholders; (ii) statements in which individual candidates, of their own responsibility, accept their candidacy and testify to the absence of causes of ineligibility and

The majority of candidates in each list must possess the requirements of independence described in the preceding paragraph 14.2.

The lists must be lodged at the Company's registered office by the twenty-fifth day prior to the date fixed for the first convocation of the shareholders' meeting. The lists must also be made available to the public in accordance with the provisions of law and with Consob rules at least twenty-one days prior to the date fixed for the shareholders' meeting. Ownership of the minimum number of shares required to present a list is determined by the number of shares registered in the name of the shareholder on the day on which the lists are presented to the Company. As proof of ownership of the necessary number of shares to present lists, shareholders must present within the time period required for the publication of the lists by the Company the necessary certification given in accordance with law by authorised intermediaries. Together with each list, within the deadlines indicated above, must be deposited (i) information related to the identities of the shareholders presenting the list and the shares held by such shareholders; (ii) statements in which individual candidates, of their own responsibility, incompatibility, and to the existence of the requisites for taking office laid down by current regulations, including an indication by said candidates of the prerequisites of independence as required by the statutory auditors under prevailing law and the Company code of corporate governance; and (iii) the personal and professional curriculum vitae of each candidate, with an indication of the directorships and positions as statutory auditor held in other companies. Notices of shareholders' meetings may also specify the need to present additional documentation and must indicate the level of shareholder investment required for the presentation of such lists. Lists that fail to comply with the above shall not be recognised as having been presented.

Each entity with voting rights may vote for just one list. The votes obtained by each list will subsequently be divided by one, two, three, etc., according to the number of directors to be elected. The numbers thus obtained will be sequentially assigned to the candidates on each list in the order in that list and will then be arranged in just one ranking in descending order. The candidates obtaining the highest numbers will be considered to be accept their candidacy and testify to the absence of causes of ineligibility and incompatibility, and to the existence of the requisites for taking office laid down by current regulations, including an indication by said candidates of the prerequisites of independence as described above and a list of administrative and control positions held in other companies, including those that are not listed. The statements must indicate that each candidate possesses the capacity for free expression and must also include a specific undertaking from each candidate that he/she will maintain his/her ability for independent judgement free of any external influence for the duration of the mandate, as well as a specific undertaking to dedicate an amount of time to the position consistent with a correct and diligent fulfilment of the role and not to assume other administration and control positions that violate the internal regulation of the Company regarding the limit to the total number of positions held under the present Article;

(iii) the personal and professional curriculum vitae of each candidate, with an indication of the directorships and positions as statutory auditor held, currently and in the past, in other companies. Notices of shareholders' meetings may also specify the need to present additional documentation and must indicate the level of shareholder

elected.

In the case of a tie in numbers for the last director to be elected, preference will go to the list receiving the highest number of votes and, in the case of a tie in votes, to the director most senior in terms of age.

In any event, at least one director must be taken from the minority list that obtains the greatest number of votes and that is no way connected, directly or indirectly, with the shareholders that presented, took part in presenting, or voted for the list receiving the highest number of votes.

If the composition of the Board of Directors does not meet the regulatory requirements on gender balance in the present Articles of Association, the last candidate of the gender with most appointees to be elected from the list that obtained the highest number of votes will be replaced by the first candidate of the least represented gender that failed to be elected. The replacements will be made progressively until the composition of the Board of Directors meets the gender balance requirements contained in the present Articles of Association. If this procedure fails to give the required result, following the presentation of candidates from the least represented investment required for the presentation of such lists. Lists that fail to comply with the above shall not be recognised as having been presented.

Each entity with voting rights may vote for just one list. The votes obtained by each list will subsequently be divided by one, two, three, etc., according to the number of directors to be elected. The numbers thus obtained will be sequentially assigned to the candidates on each list in the order in that list and will then be arranged in just one ranking in descending order. The candidates obtaining the highest numbers will be considered to be elected.

In the case of a tie in numbers for the last director to be elected, preference will go to the list receiving the highest number of votes and, in the case of a tie in votes, to the director most senior in terms of age.

In any event, at least one director must be taken from the minority list that obtains the greatest number of votes and that is no way connected, directly or indirectly, with the shareholders that presented, took part in presenting, or voted for the list receiving the highest number of votes.

If the composition of the Board of Directors does not meet the regulatory requirements on gender balance in the present Articles of Association, the last candidate of the gender with most

gender, replacements will be made with
the majority approval of the
Shareholders' Meeting.
14.5 In the event of failure to appoint at least
one of the members of the Board of
Directors (or two if the Board is
composed of more than seven
members) having the requisites of
independence required by the directors
under prevailing law, the non
independent candidate(s) elected last in
the list presented by the majority
shareholder shall be replaced, in order,
by the first (and, if necessary, second)
independent candidate(s) not elected
from that same list, while always
respecting the requirements on gender
balance contained in the present
Articles of Association.
Any Director having the necessary
requisites of independence required by

appointees to be elected from the list that obtained the highest number of votes will be replaced by the first candidate of the least represented gender that failed to be elected. The replacements will be made progressively until the composition of the Board of Directors meets the gender balance requirements contained in the present Articles of Association and under prevailing law. If this procedure fails to give the required result, following the presentation of candidates from the least represented gender, replacements will be made with the majority approval of the Shareholders' Meeting.

14.5 In the event of that the majority of the members of the Board of Directors appointed does not have the requisites of independence as described above, the nonindependent candidate(s) elected last in the list presented by the majority shareholder shall be replaced, in order, by the first (and, if necessary, second) independent candidate(s) not elected from that same list, while always respecting the requirements on gender balance contained in the present Articles of Association and under prevailing law.

made in point 14.5 above remain and are designed to ensure the presence on the Board of Directors of the number of directors possessing the requisites of independence required by the statutory auditors under prevailing law and under the requirements for gender balance contained in the present Articles of Association.
14.7 Directors are subject to the restriction indicated in Article 2390 of the Italian Civil Code unless they have been exempted from this by the shareholders' meeting.	Unchanged
Article 15 Convening Meetings of the Board of Directors and Board Resolutions
15.1 The Board of Directors meets in the place indicated in the meeting notice, which may also be a venue other than the registered office, as long as it is in Italy or in a European Union member country, whenever deemed by the Chairperson, or when a meeting is requested by at least one third of the directors, or by the Board of Statutory Auditors or individually by a member of this Board in accordance with applicable law.	15.1 The Board of Directors meets in the place indicated in the meeting notice, which may also be a venue other than the registered office, as long as it is in Italy or in a European Union member country, whenever deemed by the Chairperson, or when a meeting is requested by at least one third of the directors, or by the Board of Statutory Auditors or individually by a member the Board of Statutory Auditors.
The meeting must be convened at least 5 (five) days before the date of the meeting and, in urgent cases, at least 24 hours before such meetings, through the	The meeting must be convened at least 5 (five) days before the date of the meeting and, in urgent cases, at least 24 (twenty four) hours before such meetings, through

dispatch to each director and standing	the dispatch to each Director and Standing
statutory auditor of a recorded delivery	Statutory Auditor of a recorded delivery
letter, telegram, fax or electronic mail	letter, telegram, fax or electronic mail with
with confirmation of receipt.	confirmation of receipt.
Should the convocation of the meeting not adhere to all the formalities, the Board is in any case validly constituted if all directors and all standing statutory auditors are present.	Should the convocation of the meeting not adhere to all the formalities, the Board is in any case validly constituted if all Directors and all Standing Statutory Auditors are present.
15.2 Board meetings may be held by	Unchanged
teleconference or videoconference, on
condition that all participants can be
identified and are able to follow
proceedings and intervene in real time in
discussion of the matters addressed. If
these requisites are met, the Board meeting is considered to be held in the
place where the Chairperson and
secretary are located.
15.3 In order for Board resolutions to be valid, the presence of the majority of the appointed members is required. Resolutions are passed by an absolute majority of the directors present. In the case of a tied vote, the person chairing the meeting has the casting vote.	Unchanged
15.4 The minutes of board meetings are
prepared by the secretary to the Board of
Directors and are signed by the
Chairperson of the meeting and by the
secretary. Copies of minutes certified as
being true copies by the Chairperson of
the meeting and by the secretary to the

Board of Directors constitute proof for
all legal intents and purposes.
Article 16
Chairpersonship of meetings of the Board of
Directors
16.1 Board meetings are chaired by the	16.1 Board meetings are chaired by the
Chairperson of the Board or, in his/her	Chairperson of the Board or, in his
absence or impediment, by the Vice	absence or impediment, by the
Chairperson , if appointed. In the	independent Director who is the most
absence of the Vice Chairperson ,	senior in terms of age.
meetings will be chaired by the Deputy
Vice Chairperson , if appointed, or, in
the case of his/her absence or
impediment, by the director most senior
in terms of tenure of office or,
secondarily, age.
Article 17
Powers, functions and compensation of the
Board of Directors
17.1 The Board of Directors is vested with the	Unchanged
widest possible powers for ordinary and
extraordinary management of the
Company. In particular, it has the power
to take any action it deems appropriate
or useful for the achievement of
corporate purposes, with the exception of
those actions that, by law, are the
prerogative of the shareholders' meeting
In addition, competence for the
following items is also attributed to the
Board of Directors:
(i) Merger decisions in cases indicated in

Articles 2505 and 2505-bis;
(ii) Creation and closure of secondary branches;
(iii) Reduction of share capital in the
case of withdrawal by shareholders;
(iv) Amendment of Company Articles of
Association to meet regulatory
requirements;
(v) Transfer of the Company's registered
office within the Province.
17.2 Besides attributions that, by law, cannot	17.2 Besides attributions that, by law, cannot
be delegated, and those under the	be delegated, and those under the previous
previous point 17.1, the Board of	paragraph 17.1, the Board of Directors
Directors also has exclusive competence	also has exclusive competence for:
for:	(a) The purchase, subscription, and
(a) The purchase, subscription, and	transfer, taking direct responsibility
transfer, taking direct	for the same, of shares, quotas or
responsibility for the same, of	interests in other companies,
shares, quotas or interests in	including newly constituted
other companies, including	companies, and transfer of option
newly constituted companies,	rights, with the exception of
and transfer of option rights, with	transactions concerning mere
the exception of transactions	investment of liquidity;
concerning mere investment of
liquidity;	(b) approval of all risk assumption and
	risk management policies, with no
(b) The spin-off of property and	exceptions, as well as evaluation of
movable assets to other	the functionality, efficiency and efficacy of the internal control system
companies, both those in the	of the Company;
process of being constituted and
those already constituted;	(c) The spin-off of property and movable
	assets to other companies, both those

• (c) Any form of loan taken out by the Company exceeding the limit of 30% of net equity;
• (d) The constitution of mortgages, encumbrances or other guarantee rights of any type whatsoever on all or relevant parts of the Company's bonds, property or assets;
• (e) Budget approval;
• (f) The granting by the Company of bank guarantees to third parties;
• (g) The stipulation of contracts concerning property assets, with the sole exception of building lease contracts stipulated for the performance of corporate business for periods not exceeding six years;
• (h) The purchase, sale, creation, rental and stipulation of licenses for patents, trademarks, models, internet domains and/or sites, satellite or cable TV channels, publications, copyrights and similar items, and all intellectual property rights in general, relating to the corporate purpose;
• (i) The award of appointments, consulting assignments and other service assignments exceeding EUR 100,000 (one hundred thousand) not envisaged in the

in the process of being constituted and those already constituted;

• (d) Any form of loan taken out by the Company exceeding the limit of 30% of net equity;
• (e) The constitution of mortgages, encumbrances or other guarantee rights of any type whatsoever on all or relevant parts of the Company's bonds, property or assets;
• (f) Budget approval;
• (g) The granting by the Company of bank guarantees to third parties;
• (h) The stipulation of contracts concerning property assets, with the sole exception of building lease contracts stipulated for the performance of corporate business for periods not exceeding six years;
• (i) The purchase, sale, creation, rental and stipulation of licenses for patents, trademarks, models, internet domains and/or sites, satellite or cable TV channels, publications, copyrights and similar items, and all intellectual property rights in general, relating to the corporate purpose;
• (j) The award of appointments, consulting assignments and other service

budget to parties in any case extraneous to the Board.

(j) The appointment or termination of the appointment of the Manager responsible preparing the Company's financial accounts as per Article 22 below.

The Board of Directors must ensure that the Manager responsible preparing the Company's financial accounts is provided with the appropriate powers and means to perform his or her duties as required by applicable law, as well as ensure the observance of administrative and accounting procedures.

assignments exceeding EUR 100,000 (one hundred thousand) not envisaged in the budget to parties in any case extraneous to the Board.

• k) the appointment of the General Manager and eventually a Deputy General Manager on the proposal of the Chief Executive Officer, if appointed, and decisions regarding his/her responsibilities; the other senior managers, including in the internal control department, may be appointed by the Chief Executive Officer as long as the Board of Directors is informed promptly of any such appointments;
• (l) The appointment or termination of the appointment of the Manager responsible preparing the Company's financial accounts as per Article 22 below.
• (m) the appointment of the Supervisory Board;
• (n) the constitution and disbanding of internal Committees of the Board of Directors, the appointment and removal of their members and approval of their operating procedures;
• (o) appointment and removal of the person responsible for the internal audit as

	appointed by the Chief Executive Officer, after having obtained the opinion of the Board of Statutory Auditors and of the independent Directors. The Board of Directors must ensure that the Manager responsible preparing the Company's financial accounts is provided with the appropriate powers and means to perform his or her duties as required by applicable law, as well as ensure the observance of administrative and accounting procedures.
17.3 Directors report to the Board of Statutory Auditors in a timely manner and in any case at least on a quarterly basis – at meetings of the Board of Directors or Executive Committee, if appointed, or directly by a written note sent to the President of the Board of Statutory Auditors – on the activities and on the major business, financial and capital transactions undertaken by the Company and by its subsidiaries. The Directors report, in particular, on transactions in which they have an interest, themselves or on behalf of third parties, or on which they have an influence through their direction and co-ordination activities.	17.3 Directors report to the Board of Statutory Auditors in a timely manner and in any case at least on a quarterly basis – at meetings of the Board of Directors or directly by a written note sent to the President of the Board of Statutory Auditors – on the activities and on the major business, financial and capital transactions undertaken by the Company and by its subsidiaries. The Directors report, in particular, on transactions in which they have an interest, themselves or on behalf of third parties, or which are influenced by a person through direction and co-ordination activities.
17.4 While respecting the restrictions indicated in point 17.2 above, the Board may delegate part of its assignments and powers, including the faculty of sub	17.4 While respecting the restrictions indicated in paragraph 17.2 above, the Board may delegate part of its assignments and powers, including the faculty of sub-

delegation and corporate signing authority to one of its members, with the position of Chief Executive Officer, indicating both the relative powers and remuneration.

17.5 The Board of Directors may also set up an Executive Committee, consisting of some of its members and including the Chairperson of the Board. While respecting the restrictions indicated in point 17.2 above, the Executive Committee will have the powers conferred upon it by the Board at its inception. To the extent that they are compatible, the rules for the Board of Directors are also applicable to the Executive Committee. The Board of Directors can appoint general managers, as well as top managers, special attorneys and agents in general for given purposes or categories of purposes, choosing them from among company employees or third parties. The Board of Directors can set up committees, consisting of Board members, for consultation and/or proposals, determining the number of members of such committees and the duties assigned them, in accordance with the enacted regulations governing companies with shares listed in regulated markets.

Delegated bodies, if appointed, must provide the Board of Directors, on at

delegation and corporate signing authority to one of its members, with the position of Chief Executive Officer, indicating both the relative powers and remuneration.

17.5 . The Board of Directors can also appoint top managers, special attorneys and agents in general for given purposes or categories of purposes, choosing them from among company employees or third parties.

least a quarterly basis, with adequate
information on the general operating
performance and its likely evolution, as
well as, in the exercise of the respective
powers given them, on the most
important transactions, in terms of
magnitude or characteristics, undertaken
by the Company and by its subsidiaries.

17.6 The General Manager of Fiera Milano SpA, if appointed, can be hired by a staff service contract or by an employment contract. He is appointed following a proposal made by the Chairperson of the Board. The duration of his/her appointment is fixed at three financial years and in any case, may not exceed the term of office of the Board that makes the relative appointment.

The General Manager will assist the Chief Executive Officer, if appointed, and the Chairperson in the performance of their duties, performing the management tasks assigned to him by the Chief Executive Officer or Chairperson .

17.6 The Board of Directors will set up an internal Appointments and Remuneration Committee with the majority of its members being independent Directors an d a Control and Risk Committee made up entirely of independent Directors and chaired by one of these. These Committees will act in an advisory capacity and/or make proposals in accordance with prevailing law and the Self-regulatory Code of Listed Companies issued by Borsa Italiana S.p.A.

The Board of Directors and, on its behalf, the Chairperson is the direct point of contact of the internal audit department and the latter reports directly to the Board of Directors regarding its roles and responsibilities under applicable law.

If appointed, the Chief Executive Officer, will provide the Board of Directors, at least quarterly, with adequate information on the general trends of the business and its likely outlook, as well as on his/her responsibilities, and the most significant transactions in terms of size and nature made by the Company and its subsidiaries.

by the shareholders' meeting, for the duration of its term of office, a remuneration that may consist of a fixed part and a variable part, with the latter linked to the achievement of given targets. Directors holding particular positions have the right to a remuneration determined by the Board of Directors, after having received the opinion of the Board of Statutory Auditors.	17.7 The Board of Directors, will be awarded by the shareholders' meeting, for the duration of its term of office, a fixed remuneration. The Board of Directors will decide, having received the opinions of the Appointments and Remuneration Committee and the Board of Statutory Auditors, the remuneration of Directors with specific responsibilities which may consist of a fixed part and a variable part, with the latter linked to the achievement of given targets. However, the Directors that are part of the committees under paragraph 17.6 may only
Article 18	receive fixed remuneration. Article 18
Chairperson and Vice Chairmen	Chairperson and Vice Chairmen
18.1 The Board of Directors – when the	18.1 The Board of Directors – when the

Directors when a request has been made by at least one-third of the members of the Board of Directors, or by the Board of Statutory Auditors or by one of the Standing Statutory Auditors. In preparing the agenda, the Chairperson must include any additional matters to be discussed put forward by persons other than the Chairperson who have the right to convene the Board of Directors under the present Articles of Association. The Chairperson of the Board of Directors coordinates the work of the Board and ensures that adequate information regarding the items on the agenda are provided to all members. To this end, the Chairperson ensures that:

• (a) the Directors receive suitably in advance any documentation regarding matters to be discussed at the meeting or, at least, basic information on these matters;
• (b) the documentation on matters to be discussed and, in particular, that provided to the non-executive Directors is both qualitatively and quantitatively sufficient as regards the items on the agenda.

The Chairperson is the direct point of contact between the Board of Directors and the internal control bodies and the committees within the Board of Directors. Therefore, he/she must possess, in addition to the requirements for independent Directors, the specific competences necessary to fulfil his/her duties.

Should for whatever reason the Chairperson be unable to continue in his/her role during his/her mandate, the

	Board of Directors will without delay
	replace him/her as required under the
	present Articles of Association.
18.2 The offices of Chairperson and Chief	18.2 The offices of Chairman and Chief
Executive Officer may be combined.	Executive Officer may not be combined.
	The Chairperson of the Board of
	Directors has the responsibility of
	coordinating with the Chief Executive
	Office, if the latter is appointed, external
	institutional relations but may not have
	any executive role.
18.3 In the absence or impediment of the	18.3 In the absence or impediment of the
Chairperson , his/her functions are	Chairperson , his functions are carried out
carried out by the Senior Vice President,	by the most senior independent Director by
if appointed, or in the case of the latter's	age.
absence or impediment by the other Vice	The simple exercise of functions by the
President, if appointed.	Vice President a replacement is valid as
The simple exercise of functions by the	regards third parties only in the case of the
Vice President is valid as regards third	Chairperson 's absence and/or impediment.
parties, in the case of the Chairperson 's
absence and/or impediment.
Article 19	Unchanged
Corporate representation
19.1 Representation of the Company before
any judicial or administrative authority
and third parties, together with the
corporate signing authority, lie with the
Chairperson of the Board of Directors.
The corporate signing authority and
representation before third parties and in
legal cases also lie with the directors and
attorneys to whom the Board of
Directors has delegated these, within the

Article 20 Board of Statutory Auditors

20.1 The Board of Statutory Auditors consists of three standing statutory auditors with a minimum of one of the least represented gender, and two substitute statutory auditors, one of each gender, who can be re-elected. While respecting situations of incompatibility under the enacted regulations, those already holding the position of standing statutory auditor in five companies issuing securities as specified by prevailing laws and regulations cannot hold the office of statutory auditor and, if already elected, must leave office, unless otherwise allowed by changes in such laws and regulations. The assignments, duties and duration are those established by law.

Members of the Board of Statutory Auditors are chosen from among those possessing the necessary characteristics of reputability, professionalism and independence in accordance with the law and prevailing regulations. Failure to meet such requirements will result in removal from office.

At the time of appointment, the shareholders' meeting determines the annual remuneration payable to statutory auditors. Statutory auditors

Article 20 Board of Statutory Auditors

20.1 The Board of Statutory Auditors consists of three standing statutory auditors with a minimum of one of the least represented gender, and two substitute statutory auditors, one of each gender, who can be re-elected. While respecting situations of incompatibility under the enacted regulations, the Statutory Auditors of companies of the Group to which the Company belongs may only hold positions within the control bodies and, if appointed to other bodies, must forfeit their position as a Statutory Auditor of the Company. They will also forfeit their position if they are appointed as a Standing Statutory Auditor in more than four companies listed on regulated markets in Italy or in other European Union countries or in other issuers of financial instruments that are widely held by the public under prevailing law. The Standing Statutory Auditors of the Board of Statutory Auditors who are aware that the limit under the present Article has been exceeded must resign from one or more of the positions held. The present regulation also applies to any Substitute Statutory Auditors who may be appointed to the Board of Statutory Auditors from the date of the Shareholders' Meeting convened to appoint the Board of Statutory Auditors

have the right to reimbursement of expenses incurred in the performance of their duties.

under Article 2401 of the Italian Civil Code. Within 5 (five) days of his/her resignation, the member of the Board of Statutory Auditors must inform the Company of the position or positions from which he/she has resigned. If, however, the limit for the total number of positions held is stricter under enacted law and regulations, this must be respected. The roles and responsibilities and the length of the mandate given to the Board of Statutory Auditors are established in law. However, in addition to its responsibilities under Article 2403, paragraph 1 of the Italian Civil Code and the authority under Article 2403-bis of the Italian Civil Code it is also responsible for overseeing:

• (a) the functionality of the entire internal control system ensuring the efficacy of all the structures and functions of the control system and that they are appropriately organised, implementing any corrective measures should any shortcomings or anomalies be found;
• (b) the financial information process;
• (c) the legal audit of the annual financial statements;
• (d) the independence of the independent auditor or the independent audit firm, in particular, regarding services provided to the Company that are not audit services.

Members of the Board of Statutory Auditors are chosen from among those possessing the necessary characteristics of reputability, professionalism and

	independence in accordance with the law
	and prevailing regulations. The Statutory
	Auditors must be chosen from those that
	can be considered independent under the
	criteria stipulated for directors in the Self
	regulatory Code of Listed Companies of
	Failure to meet Borsa Italiana S.p.A
	such requirements will result in removal
	from office.
	At the time of appointment, the
	shareholders' meeting determines the
	annual remuneration payable to statutory
	auditors. Statutory auditors have the right
	to reimbursement of expenses incurred in
	the performance of their duties.
20.2 Statutory auditors are appointed on the	20.2 Statutory auditors are appointed on the
basis of lists submitted by shareholders	basis of lists submitted by shareholders
adopting the procedures indicated in the	adopting the procedures indicated in the
following paragraphs, which are in two	following paragraphs, which are in two
sections: one for the appointment of	sections: one for the appointment of
standing statutory auditors and the other	standing statutory auditors and the other
for the appointment of substitute	for the appointment of substitute statutory
statutory auditors. The lists contain a	auditors. The lists contain a number of
number of candidates not exceeding the	candidates not exceeding the number or
number or members to be elected, listed	members to be elected, listed in sequential
in sequential order. The lists must	order. The lists must include candidates of
include candidates of both genders. Each	both genders. Each candidate may present
candidate may present him/herself in just	him/herself in just one list on pain of
one list on pain of ineligibility.	ineligibility.
Shareholders who alone or together with	Shareholders who alone or together with
other shareholders represent at least	other shareholders represent at least 2.5%
2.5% (two point five percent) of the	(two point five percent) of the Company
Company share capital, or other	share capital, or other percentage specified

percentage specified by Consob in implementation of prevailing legislation, have the right to submit a list. Each shareholder, shareholders that are part of a shareholder agreement under article 122 of Italian Legislative Decree no. 58/1998 and subsequent amendments and additions, subsidiaries and joint ventures in accordance with Article 93 of said decree, including through trust companies or other intermediaries, may present, or take part in presenting, and vote for just one list. Support and votes cast in breach of this restriction will not be attributable to any list.

Unless another deadline is applicable under the law, the lists must be lodged at the Company's registered office by the twenty-fifth day prior to the date fixed for the first convocation of the shareholders' meeting. The lists must also be made available to the public in the ways provided by law and by Consob rules at least twenty-one days prior to the date fixed for the shareholders' meeting. Ownership of the minimum number of shares required to present a list is determined by the number of shares registered in the name of the shareholder on the day on which the lists are presented to the Company. As proof of ownership of the necessary number of shares to present lists, shareholders must present within the time period required by Consob in implementation of prevailing legislation, have the right to submit a list. Each shareholder, shareholders that are part of a shareholder agreement under article 122 of Italian Legislative Decree no. 58/1998 and subsequent amendments and additions, subsidiaries and joint ventures in accordance with Article 93 of said decree, including through trust companies or other intermediaries, may present, or take part in presenting, and vote for just one list. Support and votes cast in breach of this restriction will not be attributable to any list.

Unless another deadline is applicable under the law, the lists must be lodged at the Company's registered office by the twenty-fifth day prior to the date fixed for the first convocation of the shareholders' meeting. The lists must also be made available to the public in the ways provided by law and by Consob rules at least twenty-one days prior to the date fixed for the shareholders' meeting. Ownership of the minimum number of shares required to present a list is determined by the number of shares registered in the name of the shareholder on the day on which the lists are presented to the Company. As proof of ownership of the necessary number of shares to present lists, shareholders must present within the time period required for the publication of for the publication of the lists by the Company the necessary certification given in accordance with law by authorised intermediaries. When deposited, within the deadlines indicated above, each list must be accompanied by (i) information relating to the identities of the shareholders presenting the list and the shares held by such shareholders, as well as the certificate testifying to the ownership of such shares; (ii) statements in which individual candidates accept their candidacy and testify, of their own responsibility, to the absence of causes of ineligibility and incompatibility, including the limit to the number of positions held as specified under point 20.1, to the existence of the requisites for taking office laid down by current regulations, plus (iii) the personal and professional curriculum vitae of each candidate, with an indication of the directorships and positions as statutory auditor held in other companies. In addition to the above, in the event a list is presented by shareholders that do not, including jointly, hold a controlling or majority interest in the Company, this list must be accompanied by a declaration by the shareholders presenting the list testifying to the absence of relations with one or more reference shareholders as defined by prevailing legislation. Notices of

certification given in accordance with law by authorised intermediaries. When deposited, within the deadlines indicated above, each list must be accompanied by (i) information relating to the identities of the shareholders presenting the list and the shares held by such shareholders, as well as the certificate testifying to the ownership of such shares; (ii) statements in which individual candidates accept their candidacy and testify, of their own responsibility, to the absence of causes of ineligibility and incompatibility, including the limit to the number of positions held as specified under point 20.1, to the existence of the requisites for taking office laid down by current regulations, plus (iii) the personal and professional curriculum vitae of each candidate, with an indication of the directorships and positions as statutory auditor held currently and in the past in other companies. In addition to the above, in the event a list is presented by shareholders that do not, including jointly, hold a controlling or majority interest in the Company, this list must be accompanied by a declaration by the shareholders presenting the list testifying to the absence of relations with one or more reference shareholders as defined by prevailing legislation. Notices of shareholders' meetings may also specify the need to present additional

the lists by the Company the necessary

shareholders' meetings may also specify the need to present additional documentation and must indicate the level of shareholder investment required for the presentation of such lists. Lists that fail to comply with the above shall not be recognised as having been presented.

Those elected as standing auditors are the first two candidates on the list obtaining the highest number of votes and the first candidate on the list second in terms of the number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented or voted for the list obtaining the greatest number of votes. Those elected as substitute statutory auditors are the first candidate of the list obtaining the highest number of votes and the first candidate of the list second in terms of number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes.

In the case of a tie in number of votes between the first two lists, the shareholders will vote again, with voting only eligible for these two lists. The same rule applies in the event of a tie in documentation and must indicate the level of shareholder investment required for the presentation of such lists. Lists that fail to comply with the above shall not be recognised as having been presented.

Those elected as standing auditors are the first two candidates on the list obtaining the highest number of votes and the first candidate on the list second in terms of the number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented or voted for the list obtaining the greatest number of votes. Those elected as substitute statutory auditors are the first candidate of the list obtaining the highest number of votes and the first candidate of the list second in terms of number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes.

In the case of a tie in number of votes between the first two lists, the shareholders will vote again, with voting only eligible for these two lists. The same rule applies in the event of a tie in the number of votes for the lists obtaining the second-highest number of votes and that are not connected, directly or indirectly, as required by enacted laws and regulations, the number of votes for the lists obtaining the second-highest number of votes and that are not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes. In the event of another tie in number of votes, the list presented by the shareholders representing the greatest equity interest or, failing that, presented by the greatest number of shareholders shall be selected. When the composition of the Board of Statutory Auditors, and its two sections of Standing Statutory Auditors and Substitute Statutory Auditors, does not meet the requirements for gender balance, taking account of the order in which the candidates are listed in each section, the last to be elected from the list that obtained the highest number of votes and who belongs to the gender that is most represented must be replaced by the first candidate on the same list and in the same section that was not elected but that belongs to the least represented gender in order to ensure the requirements are met.

The Chairperson of the Board of Statutory Auditors is the first candidate on the list obtaining the second highest number of votes and which is not connected, directly or indirectly, as with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes. In the event of another tie in number of votes, the list presented by the shareholders representing the greatest equity interest or, failing that, presented by the greatest number of shareholders shall be selected. When the composition of the Board of Statutory Auditors, and its two sections of Standing Statutory Auditors and Substitute Statutory Auditors, does not meet the requirements for gender balance, taking account of the order in which the candidates are listed in each section, the last to be elected from the list that obtained the highest number of votes and who belongs to the gender that is most represented must be replaced by the first candidate on the same list and in the same section that was not elected but that belongs to the least represented gender in order to ensure the requirements are met.

The Chairperson of the Board of Statutory Auditors is the first candidate on the list obtaining the second highest number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes.

If a Statutory Auditor ceases to meet the

required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes.

If a statutory auditor ceases to meet the requisites required by the regulations or by the Company Articles of Association, he/she may no longer hold office.

In the case of substitution of a standing statutory auditor elected by the list receiving the greatest number of votes, the first substitute statutory auditor belonging to the same list shall take his/her place. In the case of substitution of a standing statutory auditor elected by the list obtaining the second highest number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes, the first substitute statutory auditor belonging to the same list shall take his/her place. Failing this, the unelected candidate in second place on the same list or, failing even that, the candidate in order of presentation from the minority list that obtained the second highest number of votes shall be selected.

In the event it should be necessary to appoint additional standing and/or requisites required by the regulations or under the present Article, he/she may no longer hold office.

In the case of substitution of a standing statutory auditor elected by the list receiving the greatest number of votes, the first substitute statutory auditor belonging to the same list shall take his/her place. In the case of substitution of a standing statutory auditor elected by the list obtaining the second highest number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes, the first substitute statutory auditor belonging to the same list shall take his/her place. Failing this, the unelected candidate in second place on the same list or, failing even that, the candidate in order of presentation from the minority list that obtained the second highest number of votes shall be selected. In the event it should be necessary to appoint additional standing and/or substitute statutory auditors to the Board of Statutory Auditors following the replacement of a standing and/or substitute statutory auditor taken from the list obtaining the greatest number of votes, the shareholders shall determine by legal majority and without limitations concerning the list whether the application substitute statutory auditors to the Board of Statutory Auditors following the replacement of a standing and/or substitute statutory auditor taken from the list obtaining the greatest number of votes, the shareholders shall determine by legal majority and without limitations concerning the list whether the application of the criteria described above are not appropriate for selecting such additions to the committee.

Should it be necessary to appoint statutory auditors selected from the list obtaining the second highest number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes, the shareholders shall do so by a legal majority to be reached without counting the votes of shareholders who, in accordance with communications provided pursuant to applicable law, hold directly, indirectly, or together with other shareholders through a significant shareholder agreement under Article 122 of Italian Legislative Decree 58/98 a majority of the exercisable voting rights, nor the votes of shareholders who control, are controlled by, or are subject to joint control of same.

The replacement procedures under the

of the criteria described above are not appropriate for selecting such additions to the committee.

Should it be necessary to appoint statutory auditors selected from the list obtaining the second highest number of votes and which is not connected, directly or indirectly, as required by enacted laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes, the shareholders shall do so by a legal majority to be reached without counting the votes of shareholders who, in accordance with communications provided pursuant to applicable law, hold directly, indirectly, or together with other shareholders through a significant shareholder agreement under Article 122 of Italian Legislative Decree 58/98 a majority of the exercisable voting rights, nor the votes of shareholders who control, are controlled by, or are subject to joint control of same.

The replacement procedures under the preceding paragraphs must in all cases meet the requirements regarding gender balance. If just one list is presented, or no list is presented, the shareholders' meeting decides according to the majorities defined by law ensuring that there is a balance between the genders of the appointees.

Meetings of the Board of Statutory

preceding paragraphs must in all cases
meet the requirements regarding gender
balance. If just one list is presented, or
no list is presented, the shareholders'
meeting decides according to the
majorities defined by law ensuring that
there is a balance between the genders of
the appointees.

Meetings of the Board of Statutory Auditors may be held in teleconference or videoconference, on condition that all participants can be identified with certainty and are able to follow proceedings and intervene in real time in discussion of the matters addressed, and also to peruse and transmit documents. If these requisites are met, the Board meeting of the Statutory Auditors is considered to be held in the place where the person chairing the meeting and the person taking the minutes are located, in order to permit preparation and signature of the minutes in the relevant journal.

Auditors may be held in teleconference or videoconference, on condition that all participants can be identified with certainty and are able to follow proceedings and intervene in real time in discussion of the matters addressed, and also to peruse and transmit documents. If these requisites are met, the Board meeting of the Statutory Auditors is considered to be held in the place where the person chairing the meeting and the person taking the minutes are located, in order to permit preparation and signature of the minutes in the relevant journal.

Article 21	Unchanged
Auditing of accounts
21.1 The accounts are audited by an auditing
firm registered with the central registry
established at the Ministry of Justice,
and appointed and operating pursuant to
law.
Article 22	Unchanged
Manager charged with preparing the

Company accounts
22.1 The Board of Directors, upon mandatory
approval of the Board of Statutory
Auditors, shall appoint the manager
responsible for preparing the company
accounts and provide this manager with
the appropriate powers and means to
perform his or her duties.
Unless revoked by the Board of
Directors, as approved by the Board of
Statutory Auditors, the term of office of
this manager shall be three financial
years and, in any event, no longer than
the term of office of the Board of
Directors making the related
appointment. This Company Manager
may be re-elected.
The person appointed to this role must
be experienced in administration, finance
and control and must meet the
requirements of reputability required by
the statutory auditors under prevailing
law. The loss of such prerequisites will
result in removal from office and must
be reported by the Board of Directors
within thirty days of this status
becoming apparent.
22.1 The Manager shall exercise the powers
and perform the duties assigned in
accordance with prevailing laws and
regulations.
YEAR-END FINANCIAL STATEMENTS
AND EARNINGS

Article 23	Unchanged
Company financial year
23.1 The company's financial year ends on 31
December of each year.
Article 24	Unchanged
Year-end financial statements and earnings
24.1 At the end of each financial year, the Board of Directors, in compliance with legal requirements, draws up year-end financial statements. Year-end financial statements must be independently audited by a firm registered in the central registry established at the Ministry of
Justice, and appointed and operating pursuant to law.
24.1 Net profits shown in year-end financial statements, after deduction of at least 5% for the legal reserve, within legal limits, must be allocated in accordance with the decisions of the shareholders' meeting.
24.2 The Board of Directors may decide on the distribution of dividends on account in the ways and forms indicated by law.
Article 25 Dividends	Unchanged
25.1 Dividends not collected within five years after the day when they become payable lapse and revert to the Company.
Article 26	Unchanged
Withdrawal
26.1 The right of withdrawal exists only in
those cases when it is compulsory under
the law. Failure of a shareholder to take

part in approval of resolutions
concerning extension of the Company's
duration or the introduction or removal
of constraints on share circulation does
not constitute a cause for withdrawal.
The right of withdrawal is exercisable in
the ways and terms indicated by
prevailing law.
DISSOLUTION AND LIQUIDATION
Article 27	Unchanged
Dissolution and liquidation of the Company
27.1 The Company is dissolved for the reasons
and according to the procedures
provided under the law
APPLICABLE LAW
Article 28	Unchanged
28.1 For all matters not provided for by the
present Company Articles of
Association, the provisions of law are

This document contains a true translation in English of the report in Italian "Statuto di Fiera Milano S.p.A."

However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian.

The Italian version of the "Statuto di Fiera Milano S.p.A." shall prevail upon the English version.