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Fiera Milano

Quarterly Report May 13, 2025

4073_er_2025-05-13_d07887f6-98ba-49f7-a408-8aa524746f72.pdf

Quarterly Report

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Fiera Milano Results as of 31 March 2025

13 May 2025

TODAY'S SPEAKERS

2

CEO & General Manager

> 20 years in Fiera Milano

Relevant experience:

CEO and General Manager of Fiera Milano Congressi, Marketing Director of Fiera Milano

FRANCESCO CONCI MASSIMO DE TULLIO VINCENZO CECERE

Chief Financial Officer

6 years in Fiera Milano

Relevant experience: Group Planning & Control Director at Fiera Milano, CFO at Fiat Chrysler Automobiles UK and Belgium

Head of Investor Relations, Sustainability & Management System

3 years in Fiera Milano

Relevant experience:

Investor Relations & ESG Manager at Cerved Group, M&A and Equity Capital Markets Associate at Mediobanca

AGENDA

Appendix

EXECUTIVE SUMMARY

DELIVERING CONSISTENT PERFORMANCE DESPITE A QUARTERLY NEGATIVE CALENDAR EFFECT

Revenue decrease of -8.7 million of euros vs Q1 2024 resulting from:

performance effect of +5.5 million euros (meaning a like-for-like growth of +10% vs Q1 2024), driven by a +4% increase in sold area (volumes impact) for both Organized and Hosted exhibitions, a +7% rise in services, alongside strong congress business performance of +27%

unfavorable temporary calendar effect of -14.2 million euros: due to the absence in the quarter of the even-year biennial hosted event Mostra Convegno Expocomfort (86k sqm in 2024, missing in Q1 2025)

STRONG CONFIDENCE IN 2025 EBITDA GUIDANCE (€110-120M) BACKED BY A FAVORABLE ODD-YEAR CALENDAR AND NEW EVENTS

Biennial Multi-year

EXPANDING THE INTEGRATED SERVICES OFFERING WITH THE ACQUISITION OF EXPOTRANS

Overview

  • Leading company in Italy in logistics services for exhibitions, congresses and international events
  • Revenues 2024: €28.7m
  • EBITDA 2024: €2.2m
  • Net Cash as of 31 December 2024: €3.8m

Headquarter in Rome, with operational offices in Milan, Bologna, Parma, Rimini, Vicenza and Singapore

Strategic Rationale

Synergies

Expotrans

  • Extend value chain → better support & integrated services
  • Enhance core services → higher quality & satisfaction
  • Internalize logistics margins → increased profitability
  • Direct logistics control → improved safety & process oversight
  • Strengthen positioning → synergies in exhibition logistics
  • Expand commercial reach → targeted approach to organizers
  • Broaden coverage → more contracts for internal & external events
  • Boost exhibitor loyalty → international logistics support
  • Improve traffic management → safer, more efficient system

Revenues breakdown

EVENT LOGISTICS SHIPMENTS FOR EXHIBITIONS

FINE ARTS TRANSPORT

Transaction Structure

& Valuation

  • Stake: 51%
  • Acquisition value: €6.3 million
  • Price adjustment based on net financial position
  • Payment at closing expected by Q2 2025 using available cash
  • Put/Call option on the remaining 49% of the shares exercisable in 2029 at a maximum price of €13.7m, implying a total potential valuation of €20m.

ACCELERATING THE SUSTAINABILITY ROADMAP BY LAUNCHING TWO SUSTAINABILITY LINKED LOANS

Fiera Milano integrates sustainable finance into its strategy by signing two five-year loans, structured as Sustainability-Linked Loans ("SLL"), each worth Euro 10 million, with Crédit Agricole Italia and Banco BPM, based on two KPIs:

KPI 1 - Environmental KPI 2 - Social Increase in the percentage of electricity from renewable sources, from 38% in 2023 to 73% in 2028 Annual cumulative increase in the value of shares allocated to employees under the new Employee Share Ownership Plan "PAD Futuro" with a minimum value of Euro 1 million per year

The financial resources obtained will support the investments outlined in the 2024-2027 Strategic Plan, with a focus on the development and strengthening of digital and technological infrastructures, preserving liquidity and maintaining strategic flexibility for future external growth and development opportunities.

BUSINESS REVIEW

SNAPSHOT OF DIVISIONAL RESULTS – LEGAL ENTITIES VIEW

A Italian Exhibition
Business
Q1 2024 Q1 2025 Δ
(€)
Revenues (€m)
EBITDA (€m)
64.7
23.1
52.8
11.3
-11.9
-11.8
N. exhibitions
o/w directly
organized
15
5
14
6
o/w hosted
Square
meters
10
346,160
8
289,985

81%

3%

Foreign Exhibition
Business
Q1 2024 Q1 2025 Δ
(€)
Revenues (€m) 0.9 2.2 +1.3
EBITDA (€m) -0.2 -0.4 -0.2
N. Exhibitions 1 2
o/w directly
organized
1 2
Square
meters
4,105 8,700

B

C

B

+

+

C

A

Congresses Q1 2024* Q1 2025* Δ
(€)
Revenues (€m)
EBITDA (€m)
9.3
2.8
10.5
1.1
+1.2
-1.7
16%
n. congresses
o/w with exhibition
area
29
7
32
5
Square
meters
11,105 12,588

*It includes BIT in Q1 2024 but not in Q1 2025, as the event was moved to Rho. The figures are reported gross of intercompany transactions.

  • The Revenue performance is primarily attributable to the different exhibition calendar, particularly the absence of the biennial event Mostra Convegno Expocomfort, which takes place in evennumbered years. This effect was partially offset by the solid performance of annual exhibitions and congress activities, as well as by the increased penetration of services
  • The negative EBITDA variation is mainly due to the aforementioned temporary adverse calendar effect, in addition to the costs related to the sponsorship rights for the XXV Milano Cortina 2026 Winter Olympic Games and costs related to the launch of the Employee Share Ownership Plan
  • Revenues reached €2.2 million in Q1 2025, a growth of €1.3 million vs Q1 2024. The increase is mainly attributable to the second edition of Fruit Attraction São Paulo, following its calendar rescheduling from October 2024. In February, Fiera Milano also organized the 12th edition of Investec Cape Town Art Fair
  • EBITDA decreased by € 0.2 million, primarily attributable to the result of the joint venture held under joint control with the partner Deutsche MESSE AG.
  • Revenue growth primarily due to higher Revenue from recurring events also present in Q1 2024 (Zurich and Allianz Conventions) and additional revenue coming from a higher number of nonrecurring events (Bio Spring Europe and Intergraf)
  • EBITDA decreased by € 1.7 million mainly attributable to higher operating costs, including costs for the reconfiguration of the congress district and personnel expenses. This effect was partially offset by the aforementioned revenue performance.
Fiera Milano Consolidated Q1 2024 Q1 2025 Δ
(€)
Revenues (€m)
(net of Elisions)
72.4 63.7 -8.7
EBITDA (€m) 25.7 12.1 -13.7
N. Exhibitions 16 16
o/w directly
organized
6 8
o/w hosted 10 8
Square
meters
consolidated
(A+B+C)
361,370 311,273 10

off-site revenues, …)

REVENUE GROWTH CONTRIBUTION - BUSINESS LINE VIEW

11 * It does not include BIT in either Q1 2024 or Q1 2025. Figures are reported net of intercompany transactions ** Mainly attributable to the second edition of Fruit Attraction São Paulo, following its calendar rescheduling from October 2024

FIERA MILANO Q1 2025 SQM GROWTH CHAMPIONS

SELECTED ITALIAN EXHIBITIONS

FINANCIAL REVIEW

INCOME STATEMENT

Consolidated
Income
Statement (€m)
Q1
2024
Q1
2025
Δ
Q1 25/24
Revenues 72.4 63.7 -8.7 1

decreased
from
Euro
72.4m
in
Q1
2024
to
Euro
63.7m
in
Q1
2025,
showing
a
reduction
of
Euro
Revenues:
Cost of materials 0.7 0.9 0.2 (8.7)m.
This
change
is
mainly
due
to:
Cost of services 33.3 36.0 2.7
Positive
performance effect of Euro +5.5m, corresponding to a like-for-like growth of +10%. The main
areas contributing to this performance effect are:
Personnel expenses 12.2 13.9 1.7
Sale of exhibition
spaces
(area) –
Organized:
+4%
Other operating
expenses
1.1 0.9 -0.1
Sale of exhibition
spaces
(area) –
Hosted:
+4%
Total operating
costs
47.2 51.7 4.5
Physical
and digital
services: +7%
Other income 0.8 1.0 0.1
Congresses: +27%
Results
of equity-accounted
companies
-0.4 -0.8 -0.5
Negative temporary calendar effect of Euro (14.2)m due to the absence in the quarter of the biennial
Allowance for doubtful accounts 0.0 0.1 0.1 hosted event Mostra
Convegno
Expocomfort, only partially offset by the presence of the Fruit Attraction
event (held in Brazil in a new calendar slot).
EBITDA 25.7 12.1 -13.7
Depreciationandamortisation 12.9 12.5 -0.5 2

EBITDA:
the
decrease,
mainly
due
to
the
previously
mentioned
calendar
effect,
also
reflects
the
acquisition
of
Adjustments
to asset values
0.0 0.0 0.0 sponsorship
rights
for
the
XXV
Milano
Cortina
2026
Winter
Olympic
Games,
costs
related
to
the
launch
of
the
EBIT 12.8 -0.4 -13.2 Plan,
non-recurring
set-up
costs
linked
to
the
Employee
Share
Ownership
new
configuration
of
the
district,
as
well
as
the
calendar
effect
related
to
the
joint
venture
under
joint
control
with
partner
congress
Financial income/(expenses) -1.8 -3.1 -1.4 Deutsche
MESSE
AG.
Profit/(loss) before income tax 11.0 -3.5 -14.5
Income
tax
3.4 -0.3 -3.7
Profit/(loss) from continuing
operations
7.6 -3.2 -10.9 3

Financial management: negative variation of Euro (1.4)m, mainly due to the fair value of shares in ESG mutual
investment funds and increased financial charges on lease liabilities following a revision of the discount rate.
Profit/(loss) from discontinued
operations
0.0 0.0 0.0 4

for
the
first
quarter
of
2025
amounts
to
a
loss
of
Euro
(3.2)m,
reflecting
the
results
previously
Net
result
Profit/(loss) 7.6 -3.2 -10.9 mentioned
-
o/w attributable to the shareholders of
the controlling entity
7.7 -3.2 -10.9 *Note: For the evaluation of the data it is important to consider that the Group's activity is subject to seasonality due to the
presence of biennial and multi-annual exhibitions. This
-
o/w attributable
to non-controlling
interests
-0.1 0.0 0.0 phenomenon makes it more difficult to compare different financial years.

BALANCE SHEET AND CASH FLOW

As
of
As
of
Δ
Balance Sheet (€m) 31 Dec
2024
31 Mar
2025
31 Mar 2025/
31 Dec
2024
Goodwill 95.0 95.0 0.0
Intangible assets with a finite useful life 9.0 8.2 -0.8
Right-of-use assets 308.6 320.1 11.5
goes
Net
Working
Capital
from
Euro
(85.9)m
at
31/12/2024
to
Euro
(120.9)m
at
31/03/2025.
The
change
of
Euro
(35.0)m
is
Tangible fixed assets 7.4 7.6 0.2 attributable
to
the
following
components:
Other non-current assets 89.3 88.8 -0.6 1

increase
in
Current
Assets
of
Euro
21.2m,
mainly
due
to
the
rise
in
"Trade
and
other
receivables"
by
Euro
22.8m,
related
A
Non-current assets
509.4 519.8 10.3 to
higher
receivables
from
clients
and
organizers.
Inventory and contracts in progress 7.8 6.3 -1.6
increase
in
Current
Liabilities
of
Euro
56.2m,
mainly
due
to
the
net
effect
of:
Trade and other receivables 51.2 74.0 22.8
Other current assets 0.0 0.0 0.0
decrease
in
"Trade
payables"
by
Euro
18.1m,
related
to
the
settlement
of
outstanding
payables
to
suppliers
for
events;
B
Current assets
59.0 80.2 21.2
increase
in
"Advances"
by
Euro
43.4m,
as
the
net
effect
of
higher
advances
invoiced
to
clients
for
events
taking
place
in
Trade payables 68.6 50.5 -18.1 the
following
quarters
(notably
I
Saloni,
Host,
Ipack-Ima
and
Tuttofood)
and
decreases
related
to
events
held
during
the
Payments received on account (advances) 40.3 83.7 43.4 current
quarter
(notably
Milano
Home,
Mido
and
Milano
Unica);
Tax liabilities 2.0 1.0 -1.0
Provisions for risks and charges and other current liabilities 34.0 65.9 31.9
increase
in
"Provisions
for
risks
and
charges
and
other
current
liabilities"
by
Euro
31.9m,
mainly
due
to
higher
payables
C
Current liabilities
144.9 201.1 56.2 to
organizers
(approx.
Euro
10m)
and
deferred
income
related
to
the
contract
for
the
concession
of
telecommunications
D
Net working capital (B - C)
-85.9 -120.9 -35.0 infrastructure
at
the
exhibition
sites
(INWIT;
approx.
Euro
16m).
E
Gross capital employed (A + D)
423.5 398.9 -24.7
Employee benefit provisions 8.2 7.9 -0.3
Provisions for risks and charges and other non-current
liabilities
4.4 4.6 0.2
F
Non-current liabilities
12.6 12.5 -0.1
Net
Financial
Position
as
of
31
March
2025
(pre-IFRS16)
shows
a
net
financial
availability
of
Euro
111.5m
compared
to
a
NET CAPITAL EMPLOYED cont. operations
G
(E - F)
410.9 386.3 -24.5 net
financial
availability
of
Euro
2
77.8m
as
of
31
December
2024.
H
NET CAPITAL EMPLOYED assets held for sale
0.0 0.0 0.0
The
increase
of
EUR
33.7m
reflects
the
cash
generated
during
the
quarter
from
advance
payments
received
for
future
TOTAL NET CAPITAL EMPLOYED (G + H) 410.9 386.3 -24.5 events.
This
effect
was
partially
offset
by
payments
to
suppliers
related
to
events
held
in
the
last
quarter
of
2024.
covered by:
Equity attributable to the Group 156.7 154.1 -2.6
Equity attributable to non-controlling interests 0.4 0.4 0.0
I
Total equity
157.1 154.5 -2.6 From 31/12/24
Cash & cash equivalents -72.4 -114.0 -41.5 CASH FLOW (€m) to 31/03/2025 Net
Cash
Current financial (assets)/liabilities 31.8 40.7 8.9
Non-current financial (assets)/liabilities 294.5 305.1 10.7 EBITDA 12.1 31/03/2025
Net financial debt of continuing operations 253.8 231.9 -21.9 IFRS16 cash out (rents) (13.7) Net
Cash
Free 111.5
Net financial debt of assets held for sale 0.0 0.0 0.0 Δ
Net Working Capital
35.0 31/12/24 Cash Flow
L
Net financial debt (TOTAL) post IFRS16
253.8 231.9 -21.9 Capex (0.8) 77.8 33.7
EQUITY AND NET FINANCIAL DEBT (I + L) 410.9 386.3 -24.5 Operating Cash Flow 32.5
Financial management 0.2
Net Financial Debt/(Cash) pre IFRS16 -77.8 -111.5 -33.7

*Note: For the evaluation of the data it is important to consider that the Group's activity is subject to seasonality due to the presence of biennial and multi-annual exhibitions. This phenomenon makes it more difficult to compare different financial years.

CASH FLOW (€m) From 31/12/24
to 31/03/2025
EBITDA 12.1
IFRS16 cash out (rents) (13.7) Net
Cash
Free
Δ
Net Working Capital
35.0 Cash Flow
31/12/24
Capex (0.8) 77.8 33.7
Operating Cash Flow 32.5
Financial management 0.2
Other variations 1.0
Free Cash Flow 33.7

GUIDANCE

CONFIRMED
Millions
of euros
2025 2026 2027
Revenues 320-340 305-325 355-375
EBITDA 110-120 90-100 120-130
EBITDA Margin
(mid-point)
~34%
EBITDA Margin
ex. IFRS 16 (mid-point)
~20%
Net Cash 100-110
Investment Plan ~88
of which
Fiera Milano
~53
of which
Fondazione Fiera Milano
~35
Overall financial
availability
151-171
of which allocated to dividends At least 40 (~10/ year)
of which allocated to investments in M&A operations 111-131

In 2027 Fiera Milano expects to achieve:

  • Revenues between Euro 355 and 375 million
  • An estimated EBITDA between Euro 120 and 130 million
  • Over the 2024-2027 plan period, total investments amounting to Euro 88 million are planned, of which Euro 35 million will be supported by Fondazione Fiera Milano for the development of infrastructure projects
  • The economic and financial results over the plan period anticipate strong cash generation, resulting in an overall financial availability expected to range between Euro 151 and 171 million over the plan period
    • Of this availability, at least Euro 40 million will be allocated to shareholder remuneration in the form of dividends, highlighting Fiera Milano's commitment to create value for stakeholders
    • The remaining liquidity, estimated between Euro 111 and 131 million, will be directed to supporting corporate growth through external lines
    • Further recourse to debt to finance potential strategic acquisitions is not ruled out

ESG COMMITMENT

ESG SCORECARD 2024

Diversity: % female
manager
42% 49%
46%
2022 2023
2024
Employee
turnover
2023
2024
Welfare
FULL
COVERAGE
HEALTH
INSURANCE
Customer Satisfaction
Index
Visitors
Community

APPENDIX 1

EXHIBITIONS DETAILS

EXHIBITIONS AND CONGRESSES IN Q1 2025

(A) = Annual (B) = Biennial (M) = Muti-year
Manifestazioni Italia

metri
Italian
Exhibitions
Net square meters
quadrati Q1 2024 Q1 2025
Directly Organized
- Bit (A) 17,225 18,585
- Milano Home (A) 19,675 20,670
- Milano Fashion&Jewels (I semestre) (A) 12,760 11,970
- Promotion Trade Exhibition (A) 4,710 4,890
- Quick & More (A) 7,545 7,940
- Raquet Trend Expo * (A) - 11,410
Total Directly Organized 61,915 75,465
Hosted
- LineaPelle February (A) 45,540 45,500
- Milano Unica (spring) (A) 31,205 39,160
- Mido (A) 45,940 48,390
- Mipel (March) (A) 4,500 4,400
- My Plant & garden (A) 26,775 32,290
- The Micam (spring) (A) 32,100 32,720
- Fa' la cosa giusta (A) 6,745 9,575
- Filo (I semester) (A) 1,545 2,485
- The ONE Milano (February) (A) 3,970 -
- Mostra Convegno Expocomfort (B) 85,925
-
Total Hosted 284,245 214,520
Total Italian Exhibitions 346,160 289, 985

* The exhibition was a congress event the previous year.

Net square
meters
Foreign Exhibitions Q1 2024
9M 2022
Q1 2025
9M 2023
South Africa
- Cape Town Art Fair (A) 4,105 4,300
Brasil
- Fruit Attraction São Paulo
° (A)
b) 4,400
Total Foreign Exhibitions 4,105 8,700

° The event is organized in partnership

b) The event took place/will take place in the following quarters

Thank you

CONTACTS:

Investor relations: [email protected] Sustainability: [email protected]

Investor Relations https://investors.fieramilano.it/en Sustainability www.fieramilano.it/en/sustainability.html 2025 Exhibition Calendar www.fieramilano.it/en/calendario.html

NEXT CORPORATE EVENTS:

31 July 25: approval of H1 25 results 13 Nov 25: approval of Q3 25 results

Disclaimer

This presentation and any materials distributed in connection herewith (together, the "Presentation") do not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation of any offer to purchase or subscribe for any securities, and neither this Presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever.

The information contained in this Presentation has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, reasonableness or correctness of the information or opinions contained herein. None of Fiera Milano S.p.A., its subsidiaries or any of their respective employees, advisers, representatives or affiliates shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this Presentation. The information contained in this Presentation is provided as at the date of this Presentation and is subject to change without notice.

Statements made in this Presentation may include forward-looking statements. These statements may be identified by the fact that they use words such as "anticipate", "estimate", "should", "expect", "guidance", "project", "intend", "plan", "believe", and/or other words and terms of similar meaning in connection with, among other things, any discussion of results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. Such statements are based on management's current intentions, expectations or beliefs and involve inherent risks, assumptions and uncertainties, including factors that could delay, divert or change any of them. Forward-looking statements contained in this Presentation regarding trends or current activities should not be taken as a representation that such trends or activities will continue in the future. Actual outcomes, results and other future events may differ materially from those expressed or implied by the statements contained herein. Such differences may adversely affect the outcome and financial effects of the plans and events described herein and may result from, among other things, changes in economic, business, competitive, technological, strategic or regulatory factors and other factors affecting the business and operations of the company. Neither Fiera Milano S.p.A. nor any of its affiliates is under any obligation, and each such entity expressly disclaims any such obligation, to update, revise or amend any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this Presentation.

It should be noted that past performance is not a guide to future performance. Please also note that interim results are not necessarily indicative of full-year results.

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