This document contains a true translation in English of the document in Italian "Relazione Illustrativa ex art. 125‐ ter, comma 3, del D. Lgs n. 58/98 predisposta dal Socio Fondazione Fiera Milano e inerente alla Proposta di modifica degli articoli 13, 14, 15, 16, 17, 18 e 20 dello Statuto sociale, recante in allegato Statuto Sociale con evidenza modifiche proposte.".

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

The Italian version of the "Relazione Illustrativa ex art. 125‐ter, comma 3, del D. Lgs n. 58/98 predisposta dal Socio Fondazione Fiera Milano e inerente alla Proposta di modifica degli articoli 13, 14, 15, 16, 17, 18 e 20 dello Statuto sociale, recante in allegato Statuto Sociale con evidenza modifiche proposte" shall prevail upon the English version.

REPORT

on items on the agenda of the next Shareholders' Meeting convened by Fiera Milano S.p.A. as an Extraordinary Shareholders' Meeting at the request of the shareholder Fondazione Fiera Milano under Article 125-ter, paragraph three of Legislative Decree of 24 February 1998 no. 58 and

subsequent amendments.

Dear Board Directors of Fiera Milano S.p.A.,

In a letter from its Chairperson dated 30 January 2017, Fondazione Fiera Milano has requested that the items on the agenda of the Extraordinary Shareholders' Meeting of Fiera Milano S.p.A. include the approval of some specific proposals to amend Articles 14, 15, 16, 17, 18 and 20 of the Articles of Association of Fiera Milano S.p.A.

In a letter dated 2 February 2017, the Chairperson of the Board of Directors of Fiera Milano S.p.A. answered that the Board of Directors of Fiera Milano S.p.A. had already scheduled to convene the Shareholders' Meeting in Extraordinary session on 21 April 2017 to approve changes to the Articles of Association and would concur with the request received; in the same letter Fiera Milano was asked to send the Report, required under Article 125-ter, paragraph three of the Consolidated Finance Act, by 25 February 2017 at the latest.

In this Report the shareholder Fondazione Fiera Milano has again pointed out that the suggested amendments that it intends to ask approval for from the Shareholders' Meeting of Fiera Milano S.p.A., meet the need to strengthen, through the provision of specific restrictions, the requirements demanded of members of the corporate bodies and clarifies the responsibilities, duties and roles of the management body, the control body and the top management of Fiera Milano S.p.A.. The proposed amendments also facilitate the current reorganisation of the organisational and corporate structure of Fiera Milano S.p.A. in line with the position adopted by the Executive Committee of Fondazione Fiera Milano regarding the prevention procedure no.34/MP currently before the Milan Court – Prevention Court Independent Section.

The shareholder Fondazione Fiera Milano maintains that its proposed amendments would upgrade the corporate governance model outlined in the Articles of Association of Fiera Milano S.p.A. to the best practice in the sector and ensure that it meets the recommendations of the Selfregulatory Code of Listed Companies of Borsa Italiana S.p.A., as well as reinforcing the internal organisational and control mechanisms of the Company by imposing a stricter limit to the total number of positions that may be held and providing more stringent requirements for independence for members of the Board of Directors and those of the Board of Statutory Auditors.

The need to request approval of these amendments to the Articles aimed at strengthening the corporate governance from the Shareholders' Meeting also provides an opportunity to make further amendments to the existing text to clarify and enhance the rules of the Articles.

A summary description of the amendments Article by Article that are proposed by the shareholder Fondazione Fiera Milano is given below.

* * * * * *

Article 14 (Board of Directors)

The first paragraph of Article 14 now expressly requires that all members of the Board of Directors must possess, on penalty of ineligibility, or if already elected, on penalty of forfeiting the position, the requisite professionalism and probity under the relevant prevailing laws and, in general, that the management body reflects an adequate level of diversity amongst other things in terms of competences, experience, age, gender and international profile. A similar provision stresses the importance of acquiring professionalism, experience and competences of varying types ensuring that Board discussions include the points of view of directors coming from different business sectors.

It is made explicit that the choice of any new co-opted Board director, when necessary, must be guided by the obligation for the Board of Directors to evaluate the optimum qualitative and quantitative composition of the Board. The assessment of the Board of Directors must also take account of any eventual need to co-opt a new Director who meets the requirements of independence.

Article 14 has also been amended to provide expressly for the adoption of a specific internal regulation governing both the criteria used by the Board of Directors periodically to carry out a self-appraisal and that used for co-option of new Directors. It also imposes a limit on the total number of positions that may be held, which is applicable to all members of the Board. If, however, the limit for the total number of administrative positions held is stricter under prevailing law, this must be respected. Lastly, the amendments govern the obligation of the Board of Directors to verify at least annually that the limit of total administrative positions held has not been exceeded.

Any Director who becomes aware that he/she has exceeded the limit for the total number of administrative positions held must notify the Company within ten days of becoming aware of breaching the limit. Within ninety days of becoming aware that the limit has been exceeded he/she must resign from one or more of the positions held in order to adhere to the limit. Within five days of resigning from one or more positions, the member of the Board of Directors must notify the Board of Directors of the positions from which he/she has resigned.

The rules governing independent Board Directors have also been modified. The minimum number of independent Directors has been raised so that the majority of Board members will meet the necessary requirements for independence. Paragraph 14.2 no longer refers exclusively to the requirements of independence on the part of the Statutory Auditors but now also requires

that the independent Directors meet the independence requirements in the Self-regulatory Code of Borsa Italiana S.pA.

An obligation has been introduced for the Board of Directors to assess the existence of the necessary requirements of independence each time a new Director, standing as independent, is appointed and also to verify the independence of the independent Directors when the whole Board of Directors is re-appointed. Under the proposed amendment to paragraph 14.1, this obligation also exists when a new Director is co-opted to the Board.

Should a Director no longer meet the requisites for independence, he/she must immediately notify the Board of Directors and, under the amended Article, will lose his/her position unless the majority of the members of the Board still meet the requirements for independence.

The procedure for appointing Directors based on lists presented by shareholders is unchanged except where there is a need to make the rules governing the lists consistent with the aforementioned amendments on the composition and on the requirements to be met by members of the management body. For this purpose, the amendments include an obligation that candidates to become a Director declare all the administration and control positions held in other companies, including companies that are not listed. Moreover, the statements made by each candidate must indicate that he/she may freely express his/her opinion and will exercise and maintain his/her ability for independent judgement for the duration of the mandate and will dedicate an amount of time consistent with a correct and diligent fulfilment of the role and will violate the rule governing the limit to the total number of positions that may be held.

Article 15 (Convening Meetings of the Board of Directors and Board Resolutions)

The Article has been amended primarily to avoid the ambiguities of the previous text regarding who can request a meeting of the Board of Directors.

Under the proposed amendment, the Board of Directors is convened by the Chairperson when deemed necessary or when at least one third of the Directors or the Board of Statutory Auditors or an individual member of the latter requests that it meets.

Article 16 (Chairpersonship of the Board of Directors)

Under the amendment, the Board meetings are chaired by the Chairperson of the Board of Directors or in his/her absence by the independent Director most senior in age. References to the positions of Vice Chairpersons have been removed.

Article 17 (Powers, functions and compensation of the Board of Directors)

The responsibilities of the Board of Directors in its entirety have been increased. To those duties that may not be delegated have been added approval of risk assumption and risk management, evaluation of the functionality, efficiency and efficacy of the internal control system of the Company; the appointment of the General Manager and, eventually, a Deputy General Manager, on the proposal of the Chief Executive Officer and decisions regarding his/her responsibilities; the appointment and removal of the Manager responsible for preparing the Company accounts; the appointment of the Supervisory Board; the setting up and disbanding of internal committees of the Board of Directors, as well as the appointment and removal of their members and approval of their operating procedures; and, lastly, the appointment and removal of the Head of Internal Audit, on the proposal of the Chief Executive Officer, having previously received the opinion of the Board of Statutory Auditors and of the independent Directors.

To bring the Articles in line with the requirements of the Self-regulatory Code of Borsa Italiana S.p.A., the amendment requires that an Appointments and Remuneration Committee be set up that is composed of a majority of independent Directors, as well as a Risk and Control Committee made up of independent Directors and chaired by one of them, and that these committees act in an advisory capacity and/or make proposals. It also specifically requires that the Board of Directors and, on its behalf the Chairperson, is the direct point of contact of the internal audit department.

Lastly, the rules governing the remuneration of the Directors have been modified. Under normal circumstances Board members and members of the Appointments and Remuneration Committee and members of the Control and Risk Committee will only receive a fixed remuneration. The Board of Directors, having taken account of the opinion of the Appointments and Remuneration Committee and of the Board of Statutory Auditors, may only choose that Directors with specific responsibilities have remuneration that includes both a fixed and a variable component.

Article 18 (Chairperson)

The responsibilities, duties and powers of the Chairperson of the Board of Directors have been further defined and clarified. Under the proposed amendments, the Chairperson convenes and sets the agenda for Board meetings and accepts requests for additions to the agenda received from persons who have the authority to convene a Board meeting; promotes internal discussion and the effective functioning of the corporate governance system; guarantees the balance of power with the Chief Executive Officer, if appointed; and is in charge of any documentation provided ahead of or during the meetings ensuring that the Directors receive suitably in advance any documentation on matters to be discussed at the meeting or, at least, basic information and that this documentation is both qualitatively and quantitatively adequate as regards the items on the agenda.

Under the proposed amendment the Chairperson, on behalf of the Board of Directors, is the direct point of contact for the internal control bodies and for the internal committees of the Board of Directors. The Chairperson, in conjunction with the Chief Executive Officer if appointed, also coordinates external institutional relations.

The Chairperson must meet the requirements for independence and must have the specific competences necessary to carry out the roles assigned him/her. It is specifically stated that the Chairperson may not have any executive role.

Any replacement of the Chairperson must use the same criteria and requirements for the appointment of the Chairperson. In his/her absence or should he/she be temporarily unable to carry out his/her responsibilities, he/ she will be replaced by the most senior independent Director by age.

References to the positions of Vice Chairpersons have been removed.

Article 20 (Board of Statutory Auditors)

The amendments to the Article provide further details of the limit to the total number of positions that may be held and of the requirements for independence of members of the Board of Statutory Auditors by expanding some of the provisions to include the requirements for independence demanded of members of the Board of Directors under the proposed amendments.

The amendments stipulate that Statutory Auditors of companies of the Group to which the Company belong 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. In contrast to the provisions for Directors in the proposed amendments to Article 14, there is no internal rule for the limit to the total number of positions that may be held by Statutory Auditors, including those in companies that do not belong to the Group, but a fixed limit. Standing Statutory Auditors may not be appointed, and if elected must forfeit their position, if they hold the same position 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. Statutory Auditors who are aware that they have exceeded the limit to the total number of positions that may be held must resign from the positions that exceed the limit and must immediately inform the Company of the resignations. If, however, the limit for the total number of positions held by Statutory Auditors is stricter under enacted law and regulations, this limit must be respected.

In contrast to the previous version of Article 20, certain roles and responsibilities pertaining to the Board of Statutory Auditors are specified. The Board of Statutory Auditors is responsible for: monitoring 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; monitoring the financial information process, the legal audit of the financial statements and the independence of the appointed legal audit firm with particular reference to the services provided to the Company.

Lastly, the proposed amendment also extends to the members of the Board of Statutory Auditors the requirements for independence demanded of directors in the Self-regulatory Code of Borsa Italiana S.p.A..

The process for appointing the control body remains that of voting based on lists.

* * * * * *

The previous version of the text is shown in the left-hand column and the amended version that we propose you adopt is shown in the right-hand column. The parts to be amended are highlighted in yellow.

* * * * * *

Milan 24 February 2017

Giovanni Gorno Tempini

Milan, 2 March 2017

The Chairperson The Board of Directors of Fiera Milano S.p.A. Piazzale Carlo Magno 1 20149 Milan

To: Mr Roberto Rettani, Chairperson of the Board of Directors

and for information to: Ms Federica Nolli, Chairperson of the Board of Statutory Auditors

Following the notification of 24 February 2017 with the Report required under Article 125 ter, paragraph three of the Consolidated Finance Act and the attachment with those Articles of Association of Fiera Milano S.p.A. that Fondazione Fiera Milano has requested be amended and put to the Shareholders' Meeting for its approval, this letter highlights that, following a closer study of the Articles attached, two small inconsistencies were noted: one in the second sentence of Article 13.1 and the other in the first sentence of Article 17.3.

Specifically:

−

− the reference to the Vice Chairpersons in the second sentence of Article 13.1 should be removed and the amended second sentence should read as follows: "In his absence, the Shareholders' Meeting will be chaired by another person appointed by the Shareholders' Meeting";
− the reference to the Executive Committee should be removed in the first sentence of Article 17.3 and the amended first sentence should read as follows: "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 Chairperson of the Statutory Auditors – on the activities and on the major business, financial and capital transactions undertaken by the Company and its subsidiaries".

Given the time restrictions and the desire to ensure that Fiera Milano S.p.A. receives as quickly as possible the Report required under Article 125-ter, paragraph three of the Consolidated Finance Act, these small additional amendments with the relevant attachment complete the required documentation, which can now be put to the Shareholders' Meeting of Fiera Milano S.p.A.

Please find attached to this letter the correct version of Articles 13.1 and 17.3 as described above giving the existing text and the text with the proposed amendments to the Articles of Association of Fiera Milano S.p.A. highlighted in yellow.

Yours sincerely,

Giovanni Giorno Tempini

Articles of Association of Fiera Milano S.p.A.

EXISTING TEXT	AMENDED TEXT
HEADING I	HEADING I
CORPORATE NAME - REGISTERED	CORPORATE NAME - REGISTERED
OFFICE - DURATION – CORPORATE	OFFICE - DURATION – CORPORATE
PURPOSE	PURPOSE
Article 1	Article 1
Incorporation and corporate name	Incorporation and corporate name
A joint-stock company has been 1.1 incorporated called "Fiera Milano SpA" (hereinafter "the Company").	A joint-stock company has been 1.1 incorporated called "Fiera Milano SpA" (hereinafter "the Company").
Article 2	Article 2
Registered office	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.	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	Article 3
Duration	Duration
3.1 The Company's duration is until 31 December 2050 and can be extended with the resolution approved by a shareholders' meeting.	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	Article 4
Purpose	Purpose
4.1 The Company's purpose is the: (i) Management of exhibition sites owned by the Company or by third	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

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, informationtechnology 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

	to the events and activities		events and activities indicated in the
	indicated in the previous point.		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.	4.2	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.	4.3	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	4.4	The Company may carry out its business

	belonging to the special categories under	to the special categories under Article
	Article 2349, first paragraph, of the	2349, first paragraph, of the Italian Civil
	Italian Civil Code.	Code.
6.2	The Company can issue, in accordance	6.2 The Company can issue, in accordance
	with legal requirements, securities other	with legal requirements, securities other
	than shares.	than shares.
	Securities may only be issued with the	Securities may only be issued with the
	approval of an extraordinary	approval of an extraordinary shareholders'

	shareholders' meeting, which establishes	meeting, which establishes their
	their characteristics, governs the issue	characteristics, governs the issue
	conditions, voting and/or capital &	conditions, voting and/or capital &
	dividend rights, the sanctions for default, as well as the procedure for transfer,	dividend rights, the sanctions for default, as well as the procedure for transfer,
	circulation and repayment.	circulation and repayment.
	The Company can also issue the	The Company can also issue the securities

	securities provided for in Article 2349,	provided for in Article 2349, second
	second paragraph, of the Italian Civil	paragraph, of the Italian Civil Code.

	Code.
6.3	The Company, by means of a resolution	6.3 The Company, by means of a resolution
	passed by the Board of Directors, can	passed by the Board of Directors, can issue
	issue bonds in accordance with legal	bonds in accordance with legal
	requirements.	requirements.
	The Company, with the approval of an	The Company, with the approval of an
	extraordinary shareholders' meeting, can	extraordinary shareholders' meeting, can
	also issue convertible bonds or bonds	also issue convertible bonds or bonds with
	with warrants in accordance with legal	warrants in accordance with legal
	requirements.	requirements.

	Article 7 Capital payments	Article 7 Capital payments

7.1	Payment for shares by shareholders is	7.1 Payment for shares by shareholders is
	made in accordance with law, and in the ways and within the terms established by	made in accordance with law, and in the ways and within the terms established by

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 representing at least one-twentieth of the 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.
10.1 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 representing at least one-twentieth of the 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	10.2 The meeting notice must indicate the date,
date, time and venue of the meeting, as	time and venue of the meeting, as well as
well as the list of matters to be discussed	the list of matters to be discussed and any
and any other information required by	other information required by prevailing
prevailing law and regulations. The same	law and regulations. The same notice may
notice may also indicate the date, time and	also indicate the date, time and venue for
venue for the meeting on second call, and	the meeting on second call, and possibly for
possibly for the meeting on third call, if	the meeting on third call, if the first and
the first and second meetings are not	second meetings are not attended.
attended.
10.3 Shareholders who collectively represent	10.3 Shareholders who collectively represent at
at least one-fortieth of the Company share	least one-fortieth of the Company share
capital may also request in writing	capital may also request in writing
additions to the agenda of the meeting	additions to the agenda of the meeting
within ten days, unless a different time	within ten days, unless a different time
period is required by law, of publication	period is required by law, of publication of
of the notice of the shareholders' meeting	the notice of the shareholders' meeting by
by specifying in the request the additional	specifying in the request the additional
topics that said shareholders wish to	topics that said shareholders wish to
discuss. Shareholders requesting additions	discuss. Shareholders requesting additions
to the agenda must prepare a report on the	to the agenda must prepare a report on the
matter they propose for discussion to be	matter they propose for discussion to be
delivered to the Board of Directors within	delivered to the Board of Directors within
the time stipulated for the request for	the time stipulated for the request for
additions to the agenda. These additional	additions to the agenda. These additional
items to the agenda to be discussed by	items to the agenda to be discussed by
shareholders, requested in accordance	shareholders, requested in accordance with
with the procedures described in the	the procedures described in the present
present paragraph 10.3, are published,	paragraph 10.3, are published, under the
under the procedures for publishing	procedures for publishing notifications of
notifications of shareholders' meetings, at	shareholders' meetings, at least fifteen days
least fifteen days prior to the date on	prior to the date on which the meeting is
which the meeting is scheduled, unless a	scheduled, unless a different time period is

different time period is required by law.	required by law.
The Board of Directors will make the	The Board of Directors will make the report
report available to the public,	available to the public, accompanied by any
accompanied by any comments it may	comments it may wish to make, at the same
wish to make, at the same time as the	time as the notice announcing additions to
notice announcing additions to the agenda	the agenda is published on the Company
is published on the Company website and	website and in the other ways specified by
in the other ways specified by Consob	Consob rules.
rules.	Requests for additions to the agenda as
Requests for additions to the agenda as	described in the present paragraph 10.3 are
described in the present paragraph 10.3	not allowed for topics that shareholders are
are not allowed for topics that	asked to approve, in accordance with
shareholders are asked to approve, in	applicable law, upon proposal of the Board
accordance with applicable law, upon	of Directors or based on a plan or report
proposal of the Board of Directors or	prepared by the Board of Directors.
based on a plan or report prepared by the

Board of Directors.

Article 11	Article 11
Constitution of the Shareholders' Meeting	Constitution of the Shareholders' Meeting
11.1 Ordinary shareholders' meetings and	11.1 Ordinary shareholders' meetings and
extraordinary shareholders' meetings are	extraordinary shareholders' meetings are
validly constituted and pass resolutions	validly constituted and pass resolutions
with the majorities established by law.	with the majorities established by law.
Article 12	Article 12
Right to Attend a Shareholders' Meeting	Right to Attend a Shareholders' Meeting
12.1 The right to attend a shareholders'	12.1 The right to attend a shareholders' meeting
meeting is governed by law, by the	is governed by law, by the Articles of
Articles of Association and by the	Association and by the provisions in the
provisions in the notice convening the	notice convening the shareholders'
shareholders' meeting.	meeting.
12.2 Legitimisation of the right to attend a	12.2 Legitimisation of the right to attend a

meeting will instruct that the minutes of
the meeting be prepared by a notary.

cannot exceed three financial years.

meeting will instruct that the minutes of the meeting be prepared by a notary.

13.2 The Chairperson 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. 13.2 The Chairperson 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 Chairperson and by the person taking the minutes constitute proof for all legal intents and purposes. 13.3 Copies of minutes certified as being true 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 HEADING IV MANAGEMENT OF THE COMPANY Article 14 Board of Directors Article 14 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 Chairperson. 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 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 Chairperson. 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

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.

years. Directors may be re-elected.

The Directors must possess the requisite professionalism and probity under the relevant prevailing laws, under penalty of ineligibility or forfeiture of appointment should these requisites be found to be lacking subsequent to their appointment. The 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,	14.23 If, due to resignations or other causes, the
the majority of directors become	majority of directors become
unavailable, the other directors'	unavailable, the other directors'
appointments will lapse and the	appointments will lapse and the
shareholders' meeting must be	shareholders' meeting must be convened
convened without delay to appoint the	without delay to appoint the Board of
Board of Directors.	Directors.

14.3 The shareholders' meeting can also vary	14.3 The shareholders' meeting can also vary
the number of directors during the	the number of directors during the
mandate, always within the limits	mandate, always within the limits
indicated in the present article. If the	indicated in the present article. If the
shareholders' meeting increases the	shareholders' meeting increases the
number of directors, it appoints them in	number of directors, it appoints them in
the same way as indicated in the	the same way as indicated in the present
present article. The mandate of	article. The mandate of directors
directors appointed in this way ceases	appointed in this way ceases with that of
with that of directors originally	directors originally appointed.
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	Directors takes place based on lists
presented by shareholders who, alone or	presented by shareholders who, alone or
with other shareholders, represent at	with other shareholders, represent at least
least 2.5% (two point five percent) of	2.5% (two point five percent) of the
the Company share capital or any other	Company share capital or any other
percentage specified by Consob in	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 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 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.

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

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, 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 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 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; 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 investment required for the presentation of such lists. Lists that fail to comply 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.

with the above shall not be recognised as having been presented.

	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 failure to appoint at least	14.5 In the event of failure to appoint at least
one of the members of the Board of	one of the members of the Board of
Directors (or two if the Board is	Directors (or two if the Board is
composed of more than seven	composed of more than seven members)
members) having the requisites of	that the majority of the members of the
independence required by the directors	Board of Directors appointed does not
under prevailing law, the non	have the requisites of independence as
independent candidate(s) elected last in	described above, the non-independent
the list presented by the majority	candidate(s) elected last in the list
shareholder shall be replaced, in order,	presented by the majority shareholder
by the first (and, if necessary, second)	shall be replaced, in order, by the first
independent candidate(s) not elected	(and, if necessary, second) independent
from that same list, while always	candidate(s) not elected from that same
respecting the requirements on gender	list, while always respecting the
balance contained in the present	requirements on gender balance
Articles of Association.	contained in the present Articles of
Any Director having the necessary	Association and under prevailing law.
requisites of independence required by	Any Director having the necessary
the statutory auditors under prevailing	requisites of independence required by
law who, subsequent to appointment,	the statutory auditors under prevailing
	law who, subsequent to appointment, no

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 to hold office came from a list that also includes candidates that were not elected, the Board of Directors will replace the unavailable director appointing, in sequential order, those 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

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.

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 to adhere to the rules governing the composition of the Board of Directors under prevailing law and the present Articles of Association. If one or more of the directors ceasing to hold office came from a list that also includes candidates that were not elected, the Board of Directors will replace the unavailable director appointing, in sequential order,

the Board of Directors of the number of	those from the list of the director ceasing
directors possessing the requisites of	to hold office who are still eligible and
independence required by the statutory	willing to accept office. The provisions
auditors under prevailing law and under	made in point 14.5 above remain and are
the requirements for gender balance	designed to ensure the presence on the
contained in the present Articles of	Board of Directors of the number of
Association.	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	14.7 Directors are subject to the restriction
indicated in Article 2390 of the Italian	indicated in Article 2390 of the Italian
Civil Code unless they have been	Civil Code unless they have been
exempted from this by the	exempted from this by the shareholders'


shareholders' meeting.	meeting.
Article 15	Article 15
Convening Meetings of the Board of	Convening Meetings of the Board of Directors
Directors and Board Resolutions	and Board Resolutions
15.1 The Board of Directors meets in the place	15.1 The Board of Directors meets in the place
indicated in the meeting notice, which	indicated in the meeting notice, which
may also be a venue other than the	may also be a venue other than the
registered office, as long as it is in Italy	registered office, as long as it is in Italy or
or in a European Union member country,	in a European Union member country,
whenever deemed by the Chairperson, or	whenever deemed by the Chairperson, or
when a meeting is requested by at least	when a meeting is requested by at least
one third of the directors, or by the	one third of the directors, or by the Board
Board of Statutory Auditors or	of Statutory Auditors or individually by a
individually by a member of this Board	member of this Board in accordance with
in accordance with applicable law.	applicable law the Board of Statutory

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	(five) days before the date of the meeting and, in urgent cases, at least 24 (twenty four) hours before such meetings, through the dispatch to each dDirector and sStanding sStatutory aAuditor 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 dDirectors and all sStanding sStatutory aAuditors 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 Chairperson and secretary are located.	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. 15.4 The minutes of board meetings are	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

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

(five) days before the date of the meeting
and, in urgent cases, at least 24 (twenty
four) hours before such meetings, through
the
dispatch
to
each
dDirector
and
sStanding
sStatutory
aAuditor
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
dDirectors and all sStanding sStatutory
aAuditors 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
Chairperson
and
secretary are located.

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.
15.4 The minutes of board meetings are

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	prepared by the secretary to the Board of
Directors and are signed by the	Directors and are signed by the
Chairperson of the meeting and by the	Chairperson of the meeting and by the
secretary. Copies of minutes certified as	secretary. Copies of minutes certified as
being true copies by the Chairperson of	being true copies by the Chairperson of
the meeting and by the secretary to the	the meeting and by the secretary to the
Board of Directors constitute proof for	Board of Directors constitute proof for all
all legal intents and purposes.	legal intents and purposes.
Article 16	Article 16
Chairpersonship of meetings of the Board of	Chairpersonship of meetings of the Board of
Directors	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 Vice
Chairperson , if appointed. In the	Chairman, if appointed. In the absence of
absence of the Vice Chairperson ,	the Vice Chairman, meetings will be
meetings will be chaired by the Deputy	chaired by the Deputy Vice Chairman, if
Vice Chairperson , if appointed, or, in	appointed, or, in the case of his absence or
the case of his/her absence or	impediment, by the director most senior in
impediment, by the director most senior	terms of tenure of office or, secondarily,
in terms of tenure of office or,	age by the independent Director who is the
secondarily, age.	most senior in terms of age.
Article 17	Article 17
Powers, functions and compensation of the	Powers, functions and compensation of the
Board of Directors	Board of Directors
17.1 The Board of Directors is vested with the	17.1 The Board of Directors is vested with the
widest possible powers for ordinary and	widest possible powers for ordinary and
extraordinary management of the	extraordinary management of the
Company. In particular, it has the power	Company. In particular, it has the power
to take any action it deems appropriate	to take any action it deems appropriate or
or useful for the achievement of	useful for the achievement of corporate
corporate purposes, with the exception of	purposes, with the exception of those
those actions that, by law, are the	actions that, by law, are the prerogative of

prerogative of the shareholders' meeting	the shareholders' meeting
In addition, competence for the	In addition, competence for the following
following items is also attributed to the	items is also attributed to the Board of
Board of Directors:	Directors:
(i) Merger decisions in cases indicated in	(i) Merger decisions in cases indicated in
Articles 2505 and 2505-bis;	Articles 2505 and 2505-bis;
(ii) Creation and closure of secondary	(ii) Creation and closure of secondary
branches;	branches;
(iii) Reduction of share capital in the	(iii) Reduction of share capital in the case
case of withdrawal by shareholders;	of withdrawal by shareholders;
(iv) Amendment of Company Articles of	(iv) Amendment of Company Articles of
Association to meet regulatory	Association to meet regulatory
requirements;	requirements;
(v) Transfer of the Company's registered	(v) Transfer of the Company's registered
office within the Province.	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	point paragraph 17.1, the Board of
Directors also has exclusive competence	Directors also has exclusive competence
for:	for:
(a) The purchase, subscription, and	(a) The purchase, subscription, and
transfer, taking direct	transfer, taking direct responsibility
responsibility for the same, of	for the same, of shares, quotas or
shares, quotas or interests in	interests in other companies,
other companies, including	including newly constituted
newly constituted companies, and transfer of option rights, with	companies, and transfer of option rights, with the exception of
the exception of transactions	transactions concerning mere
concerning mere investment of	investment of liquidity;
liquidity;	(b) approval of all risk assumption and

(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;

risk management policies, with no exceptions, as well as evaluation of the functionality, efficiency and efficacy of the internal control system of the Company;

(bc) The spin-off of property and movable assets to other companies, both those in the process of being constituted and those already constituted;
(cd) Any form of loan taken out by the Company exceeding the limit of 30% of net equity;
(de) 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;
(ef) Budget approval;
(fg) The granting by the Company of bank guarantees to third parties;
(gh) 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;
(hi) The purchase, sale, creation, rental and stipulation of licenses for patents, trademarks, models,
(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.

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;

(ij) 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.
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;
(jl) 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	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

(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

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

on behalf of third parties, or on which they they have an influence through their have an influence through there are direction and co-ordination activities. 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 powers, including the faculty of sub delegation and corporate signing authority to one of its members, with the position of Chief Executive Officer, Chief Executive Officer, indicating both indicating both the relative powers and the relative powers and remuneration. remuneration. 17.5 The Board of Directors may also set up 17.5 The Board of Directors may also set up an an Executive Committee, consisting of Executive Committee, consisting of some some of its members and including the of its members and including 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 Directors are also applicable to the Executive Committee. The Board of Executive Committee. The Board of Directors can also appoint Directors can appoint general managers, as well as top managers, special attorneys and agents in general for given purposes or categories of purposes or categories of purposes, choosing them from among choosing them from among company employees or third parties. The Board of Directors can set up Directors can set up committees, consisting of Board members,	which they have an interest, themselves	which they have an interest, themselves or
influenced by a person through direction 17.4 While respecting the restrictions indicated in point paragraph 17.2 above, the Board may delegate part of its assignments and delegation and corporate signing authority to one of its members, with the position of 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 the general managers, as well as top managers, special attorneys and agents in general for given purposes, company employees or third parties. The Board of committees, for	or on behalf of third parties, or on which

	provide the Board of Directors, on at	a quarterly basis, with adequate
	least a quarterly basis, with adequate	information on the general operating
	information on the general operating	performance and its likely evolution, as
	performance and its likely evolution, as	well as, in the exercise of the respective
	well as, in the exercise of the respective	powers given them, on the most important
	powers given them, on the most	transactions, in terms of magnitude or
	important transactions, in terms of	characteristics, undertaken by the
	magnitude or characteristics, undertaken	Company and by its subsidiaries.
	by the Company and by its subsidiaries.
17.6	The General Manager of Fiera Milano	17.6 The General Manager of Fiera Milano
	SpA, if appointed, can be hired by a staff	SpA, if appointed, can be hired by a staff
	service contract or by an employment	service contract or by an employment
	contract. He is appointed following a	contract. He is appointed following a
	proposal made by the Chairperson of the	proposal made by the Chairman of the
	Board. The duration of his/her	Board. The duration of his appointment is
	appointment is fixed at three financial	fixed at three financial years and in any
	years and in any case, may not exceed	case, may not exceed the term of office of
	the term of office of the Board that	the Board that makes the relative
	makes the relative appointment.	appointment.
	The General Manager will assist the	The General Manager will assist the Chief
	Chief Executive Officer, if appointed,	Executive Officer, if appointed, and the
	and the Chairperson in the performance	Chairman in the performance of their
	of their duties, performing the	duties, performing the management tasks
	management tasks assigned to him by	assigned to him by the Chief Executive
	the Chief Executive Officer or

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.

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

Chairperson .	Officer or Chairman.
	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.
17.7 The Board of Directors, will be awarded	17.7 The Board of Directors, will be awarded
by the shareholders' meeting, for the	by the shareholders' meeting, for the
duration of its term of office, a	duration of its term of office, a fixed
remuneration that may consist of a fixed	remuneration. that may consist of a fixed
part and a variable part, with the latter	The Board of Directors will decide, having
linked to the achievement of given	received the opinions of the Appointments
targets.	and Remuneration Committee and the

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.	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
Article 18	committees under paragraph 17.6 may only receive fixed remuneration. 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
Chairperson and Vice Chairmen	Chairperson 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 Chairperson and may appoint up to two Vice Chairmen of which one Vice Chairperson and one Deputy Vice Chairperson , from among the Board members elected pursuant to paragraph 14.4.	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. from among its members who meet the requirements for independence under the present Article. In addition to the responsibilities he/she has under the law, the Chairperson of the Board of Directors convenes and sets the agenda for Board meetings as under Article 16.1 above, promotes internal discussion, ensures the effective functioning of the corporate governance system and guarantees the balance of power with the Chief Executive

Officer if the latter is appointed. The Chairperson must convene the Board of 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

18.2 The offices of Chairperson and Chief Executive Officer may be combined.	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 Chairman and Chief 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 Chairperson , his/her 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 Chairperson 's absence and/or impediment.	18.3 In the absence or impediment of the Chairperson , 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 most senior independent Director by age. The simple exercise of functions by the Vice President a replacement is valid as regards third parties only in the case of the Chairperson 's absence and/or impediment.
Article 19 Corporate representation	Article 19 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	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

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 Board of Statutory Auditors

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

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 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 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

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.

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 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 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 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 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 currently and in the past in other companies. In addition to the above, 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 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 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 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 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 requisites required by the regulations or by the Company Articles of Association, he/she may no longer hold office.

If a Statutory Auditor ceases to meet the requisites required by the regulations or by the Company Articles of Association 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 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 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, 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.

are controlled by, or are subject to joint control of same.

Article 21	Article 21
Auditing of accounts	Auditing of accounts
21.1 The accounts are audited by an auditing	21.1 The accounts are audited by an auditing
firm registered with the central registry	firm registered with the central registry
established at the Ministry of Justice,	established at the Ministry of Justice, and
and appointed and operating pursuant to	appointed and operating pursuant to law.
law.
Article 22	Article 22
Manager charged with preparing the	Manager charged with preparing the Company
Company accounts	accounts
22.1 The Board of Directors, upon mandatory	22.1 The Board of Directors, upon mandatory
approval of the Board of Statutory	approval of the Board of Statutory Auditors,
Auditors, shall appoint the manager	shall appoint the manager responsible for
responsible for preparing the company	preparing the company accounts and
accounts and provide this manager with	provide this manager with the appropriate
the appropriate powers and means to	powers and means to perform his or her
perform his or her duties.	duties.
Unless revoked by the Board of	Unless revoked by the Board of Directors,
Directors, as approved by the Board of	as approved by the Board of Statutory
Statutory Auditors, the term of office of	Auditors, the term of office of this
this manager shall be three financial	manager shall be three financial years and,
years and, in any event, no longer than	in any event, no longer than the term of
the term of office of the Board of	office of the Board of Directors making
Directors making the related	the related appointment. This Company
appointment. This Company Manager	Manager may be re-elected.
may be re-elected.	The person appointed to this role must be
The person appointed to this role must	experienced in administration, finance and
be experienced in administration, finance	control and must meet the requirements of
and control and must meet the	reputability required by the statutory
requirements of reputability required by	auditors under prevailing law. The loss of
the statutory auditors under prevailing	such prerequisites will result in removal

law. The loss of such prerequisites will	from office and must be reported by the
result in removal from office and must	Board of Directors within thirty days of
be reported by the Board of Directors	this status becoming apparent.
within thirty days of this status
becoming apparent.

22.2 The Manager shall exercise the powers	22.2 The Manager shall exercise the powers
and perform the duties assigned in	and perform the duties assigned in and
accordance with prevailing laws and	accordance with prevailing laws
regulations.	regulations.
YEAR-END FINANCIAL STATEMENTS	YEAR-END FINANCIAL STATEMENTS
AND EARNINGS	AND EARNINGS
Article 23	Article 23
Company financial year	Company financial year
23.1 The company's financial year ends on 31	23.1 The company's financial year ends on 31
December of each year.	December of each year.
Article 24	Article 24
Year-end financial statements and earnings	Year-end financial statements and earnings
24.1 At the end of each financial year, the	24.1 At the end of each financial year, the

Board of Directors, in compliance with	Board of Directors, in compliance with
legal requirements, draws up year-end	legal requirements, draws up year-end
financial statements. Year-end financial	financial statements. Year-end financial
statements must be independently	statements must be independently audited
audited by a firm registered in the central	by a firm registered in the central registry
registry established at the Ministry of	established at the Ministry of Justice, and
Justice, and appointed and operating	appointed and operating pursuant to law.
pursuant to law.
24.2 Net profits shown in year-end financial	24.2 Net profits shown in year-end financial
statements, after deduction of at least 5%	statements, after deduction of at least 5%
for the legal reserve, within legal limits,	for the legal reserve, within legal limits,

must be allocated in accordance with the	must be allocated in accordance with the
decisions of the shareholders' meeting. 24.3 The Board of Directors may decide on	decisions of the shareholders' meeting. 24.3 The Board of Directors may decide on the

the distribution of dividends on account	distribution of dividends on account in
in the ways and forms indicated by law.	the ways and forms indicated by law.
Article 25	Article 25
Dividends	Dividends
25.1 Dividends not collected within five years	25.1 Dividends not collected within five years
after the day when they become payable	after the day when they become payable
lapse and revert to the Company.	lapse and revert to the Company.
Article 26	Article 26
Withdrawal	Withdrawal
26.1 The right of withdrawal exists only in	26.1 The right of withdrawal exists only in
those cases when it is compulsory under	those cases when it is compulsory under
the law. Failure of a shareholder to take	the law. Failure of a shareholder to take
part in approval of resolutions	part in approval of resolutions concerning
concerning extension of the Company's	extension of the Company's duration or
duration or the introduction or removal	the introduction or removal of constraints
of constraints on share circulation does	on share circulation does not constitute a
not constitute a cause for withdrawal.	cause for withdrawal.
The right of withdrawal is exercisable in	The right of withdrawal is exercisable in
the ways and terms indicated by	the ways and terms indicated by prevailing
prevailing law.	law.
DISSOLUTION AND LIQUIDATION	DISSOLUTION AND LIQUIDATION
Article 27	Article 27
Dissolution and liquidation of the Company	Dissolution and liquidation of the Company
27.1 The Company is dissolved for the reasons	27.1 The Company is dissolved for the reasons
and according to the procedures	and according to the procedures provided
provided under the law	under the law
APPLICABLE LAW	APPLICABLE LAW

Article 28	Article 28
28.1 For all matters not provided for by the	28.1 For all matters not provided for by the
present Company Articles of	present Company Articles of
Association, the provisions of law are	Association, the provisions of law are

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Fiera Milano

4073_dva_2017-03-10_9dd894f9-b283-460b-bf53-c7c339369572.pdf

REPORT

Article 14 (Board of Directors)

Article 15 (Convening Meetings of the Board of Directors and Board Resolutions)

Article 16 (Chairpersonship of the Board of Directors)

Article 17 (Powers, functions and compensation of the Board of Directors)

Article 18 (Chairperson)

Article 20 (Board of Statutory Auditors)

To: Mr Roberto Rettani, Chairperson of the Board of Directors

and for information to: Ms Federica Nolli, Chairperson of the Board of Statutory Auditors

Articles of Association of Fiera Milano S.p.A.

Directors may be re-elected.

paragraph 14.2.

Article 20 Board of Statutory Auditors

Article 20 Board of Statutory Auditors

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	both in Italy and abroad.	both in Italy and abroad.
	HEADING II	HEADING II
	SHARE CAPITAL – SHARES	SHARE CAPITAL – SHARES
	Article 5	Article 5
	Share capital	Share capital
5.1	The Company has share capital of Euro	5.1 The Company has share capital of Euro
	42,445,141 (forty two million, four	42,445,141 (forty two million, four
	hundred and forty-five thousand, one	hundred and forty-five thousand, one
	hundred and forty-one/00) consisting of	hundred and forty-one/00) consisting of
	71,917,829 (seventy one million, nine	71,917,829 (seventy one million, nine
	hundred and seventeen thousand, eight	hundred and seventeen thousand, eight
	hundred and twenty-nine) 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	5.2 The share capital may also be increased
	by means of contributions of assets and	by means of contributions of assets and
	receivables.	receivables.
5.3	Pre-emptive rights, also in capital	5.3 Pre-emptive rights, also in capital
	increases for the service of convertible	increases for the service of convertible
	bonds, can be excluded within the limits	bonds, can be excluded within the limits
	and in accordance with the conditions of	and in accordance with the conditions of
	Article 2441, fourth paragraph, second	Article 2441, fourth paragraph, second
	sentence, of the Italian Civil Code.	sentence, of the Italian Civil Code.
	Article 6	Article 6
	Shares, financial instruments, and bonds	Shares, financial instruments, and bonds
6.1	Shares are registered, indivisible, and	6.1 Shares are registered, indivisible, and
	freely transferable. Each share gives the	freely transferable. Each share gives the
	right to one vote.	right to one vote.
	In addition to the ordinary shares, the	In addition to the ordinary shares, the
	Company may issue, in compliance with	Company may issue, in compliance with
	legal requirements, categories of shares	legal requirements, categories of shares
	endowed with different rights. The	endowed with different rights. The
	Company can also issue shares	Company can also issue shares belonging

law. Those having the right to vote may	law. Those having the right to vote may be
be represented by written proxy as	represented by written proxy as
established by law; proxies may be	established by law; proxies may be
notified by certified e-mail or in	notified by certified e-mail or in
accordance with the relevant provisions	accordance with the relevant provisions
issued by the Ministry of Justice in the	issued by the Ministry of Justice in the
ways indicated in the notice convening	ways indicated in the notice convening the
the shareholders' meeting. The relative	shareholders' meeting. The relative
documents will be held by the Company.	documents will be held by the Company.
It is the responsibility of the meeting's	It is the responsibility of the meeting's
Chairperson to ascertain the correctness	Chairperson to ascertain the correctness
and, in general, the right to participate.	and, in general, the right to participate.
Article 13	Article 13
Chairmanship of Shareholders' Meeting	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 by

the Vice Chairperson, if appointed, or, in	the Vice Chairman, if appointed, or, in
the case of his/her absence or inability to	the case of his absence or inability to
attend, by the other Deputy Vice	attend, by the other Deputy Vice
Chairperson, if appointed, or in the case	Chairman, if appointed, or in the case of
of the absence or inability to attend also	the absence or inability to attend also of
of the latter, by another person appointed	the latter, by another person appointed
by the shareholders' meeting. The	by the shareholders' meeting. The
shareholders' meeting appoints the	shareholders' meeting appoints the
secretary, who is not required to be a	secretary, who is not required to be a
shareholder. The deliberations of the	shareholder. The deliberations of the
ordinary shareholder meeting are	ordinary shareholder meeting are
documented in specific minutes signed	documented in specific minutes signed
by the meeting Chairperson and the	by the meeting Chairperson and the
secretary. When required by law, and	secretary. When required by law, and
whenever he/she deems it to be	whenever he/she deems it to be