Fiera Milano

AGM Information • Jan 28, 2016

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 subscriptions during the Rights option offer period, which commenced 30 November 2015 and ended 18 December 2015, of shares relating to the capital increase approved by the Extraordinary Meeting of Shareholders of 31 July 2015 (minutes nos. 25470/11135 of the Notaries Register of Alessandra Zizanovich) and by the Board of Directors' Meeting of 26 November 2015 (minutes nos. 25764/11290 of the Notaries Register of Alessandra Zizanovich). On 13 January 2016 the attestation pursuant to Article 2444 of Italian Civil Code has been
	registered in the Companies Register and it has been recorded on 25 January 2016.
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
2.1 The Company's registered office is in 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
	Share capital
5.1	The Company has share capital of Euro	5.1 The Company has share capital of Euro
	42,147,437.00 (forty-two million one	42,445,141 (forty two million, four
	hundred and forty-seven thousand four	hundred and forty-five thousand, one
	hundred and thirty-seven/00) consisting	hundred and forty-one/00) consisting of

	of 42,147,437 (forty-two million one	71,917,829 (seventy one million, nine
	hundred and forty-seven thousand four	hundred and seventeen thousand, eight
	hundred and thirty-seven) registered	hundred and twenty-nine) registered
	shares with no nominal value.	shares with no nominal value.
5.2	The share capital may also be increased	Unchanged
	by means of contributions of assets and
	receivables.
5.3	Pre-emptive rights, also in capital	Unchanged
	increases for the service of convertible
	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

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.

8.1 The 8.2	Company may collect from its shareholders, as financing, and in compliance with enacted laws and regulations, the funds needed to accomplish the corporate purpose. 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 to	A shareholder's domicile, as regards their dealings with the company, is taken be the place shown in the shareholders' register.
9.2	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 in	The shareholders' meeting represents all shareholders and its resolutions, passed 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

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 representing at least one-twentieth of the company's share capital or, subject to notification of the Chairman 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.

10.3 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.
	Unchanged
Article 11
Constitution of the Shareholders' Meeting
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.

Chairman to ascertain the correctness
and, in general, the right to participate.
Article 13	Unchanged
Chairmanship of Shareholders' Meeting
13.1 The shareholders' meeting is chaired by
the Chairman of the Board of Directors.
In his absence, the shareholders' meeting
will be chaired by the Vice Chairman, if
appointed, or, in the case of his absence
or inability to attend, by the other
Deputy Vice Chairman, if appointed, or
in the case of the absence or inability to
attend also of the latter, by another
person appointed by the shareholders'
meeting. The shareholders' meeting
appoints the secretary, who is not
required to be a shareholder. The
deliberations of the ordinary shareholder
meeting are documented in specific
minutes signed by the meeting Chairman
and the secretary. When required by law,
and whenever he deems it to be
appropriate, the Chairman of the meeting
will instruct that the minutes of the
meeting be prepared by a notary.
13.2 The Chairman of the meeting manages
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
copies by the Chairman and by the
person taking the minutes constitute
proof for all legal intents and purposes.
HEADING IV
MANAGEMENT OF THE COMPANY
Article 14	Unchanged
Board of Directors
14.1 The Company is managed by a Board of
Directors consisting of a number of at
least three and no more than nine
members, including the Chairman. The
shareholders' meeting, in accordance
with the requirements regarding gender
balance in the present Articles of
Association, determines the number of
members, at the time of appointment,
within the aforementioned limits, as
well as the duration of their
appointment, which cannot exceed
three financial years. Directors may be
re-elected.
At least one of the members of the
Board of Directors, or at least two for
boards comprised of more than seven
members, must be independent as
verified by the statutory auditors in
accordance with prevailing legislation.
14.2 If, due to resignations or other causes,
the majority of directors become

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 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.

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 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 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 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
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
the statutory auditors under prevailing
law who, subsequent to appointment,
no longer has these requisites must
immediately report this to the Board of
Directors. This Director must also
resign from the Board in the event that
the Board of Directors no longer
includes the minimum number of
independent directors required by
prevailing legislation.
14.6 If just one list is presented or if no list
is presented or if it is not an election of
the entire Board of Directors, the
Shareholders' Meeting approves
resolutions pursuant to, and with the
majorities envisaged by law and
meeting the requirements on gender
balance contained in the present
Articles of Association.
If during the course of the financial
year one or more directors become
unavailable for any reason, the Board
of Directors will take action under
Article 2386 of the Italian Civil Code.
If one or more of the directors ceasing

from the list of the director ceasing to
hold office who are still eligible and
willing to accept office. The provisions
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.
Article 15	Unchanged
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 Chairman, or
when a meeting is requested by at least

Board of Statutory Auditors or
individually by a member of this Board
in accordance with applicable law.
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
dispatch to each director and standing
statutory auditor of a recorded delivery
letter, telegram, fax or electronic mail
with 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.
15.2 Board meetings may be held by
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 Chairman 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.

15.4 The minutes of board meetings are
prepared by the secretary to the Board of
Directors and are signed by the Chairman of the meeting and by the
secretary. Copies of minutes certified as
being true copies by the Chairman of the
meeting and by the secretary to the
Board of Directors constitute proof for
all legal intents and purposes.
Article 16	Unchanged
Chairmanship of meetings of the Board of
Directors
16.1 Board meetings are chaired by the
Chairman of the Board or, in his absence
or impediment, by the Vice Chairman, if
appointed. In the absence of the Vice
Chairman, meetings will be chaired by
the Deputy Vice Chairman, if appointed,
or, in the case of his absence or
impediment, by the director most senior
in terms of tenure of office or,
secondarily, age.
Article 17	Unchanged
Powers, functions and compensation of the
Board of Directors
17.1 The Board of Directors is vested with the
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
be delegated, and those under the
previous point 17.1, the Board of
Directors also has exclusive competence
for:
(a) The purchase, subscription, and
transfer, taking direct
responsibility for the same, of
shares, quotas or interests in
other companies, including
newly constituted companies,
and transfer of option rights, with
the exception of transactions
concerning mere investment of
liquidity;

• (b) The spin-off of property and movable assets to other companies, both those in the process of being constituted and those already constituted;
• (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
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.
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

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.
17.4 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 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 Chairman 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 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 Chairman of the Board. The duration of his 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 Chairman in the performance of their duties, performing the management tasks assigned to him by the Chief Executive Officer or Chairman.

17.7 The Board of Directors, will be awarded

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.
Article 18	Unchanged
Chairman and Vice Chairmen
18.1 The Board of Directors – when the
shareholders' meeting has not already
done so – elects from among its
members the Company Chairman and
may appoint up to two Vice Chairmen of
which one Vice Chairman and one
Deputy Vice Chairman, from among the
Board members elected pursuant to
paragraph 14.4.
18.2 The offices of Chairman and Chief
Executive Officer may be combined.
18.3 In the absence or impediment of the
Chairman, his functions are carried out
by the Senior Vice President, if
appointed, or in the case of the latter's
absence or impediment by the other Vice
President, if appointed.
The simple exercise of functions by the
Vice President is valid as regards third

parties, in the case of the Chairman'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
Chairman 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
limits of the act of delegation.
Article 20	Unchanged
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

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
have the right to reimbursement of
expenses incurred in the performance
of their duties.
20.2 Statutory auditors are appointed on the
basis of lists submitted by shareholders
adopting the procedures indicated in the
following paragraphs, which are in two
sections: one for the appointment of
standing statutory auditors and the other
for the appointment of substitute
statutory auditors. The lists contain a
number of candidates not exceeding the
number or members to be elected, listed
in sequential order. The lists must
include candidates of both genders. Each
candidate may present him/herself in just
one list on pain of ineligibility.
Shareholders who alone or together with

other shareholders represent at least 2.5% (two point five percent) of the Company share capital, or other 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 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 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 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 Chairman 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 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 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 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.

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.
22.2 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.
24.2 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.
24.3 The Board of Directors may decide on
the distribution of dividends on account
in the ways and forms indicated by law.
Article 25	Unchanged
Dividends
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.