Fiera Milano

Registration Form • Aug 10, 2015

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

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

Shar re capital Eur ro 42,147,437 7.00 fully pai d-up

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

ARTI ICLES OF F ASSOCIA ATION of F FIERA MIL LANO S.p. .A.

EXISTING TEXT	AMENDED TEXT BY THE EXTRAORDIRARY SHAREHOLDERS' MEETING OF 31 JULY 2015
HEADING I
CORPORATE NAME - REGISTERED
OFFICE - DURATION - CORPORATE
PURPOSE
Article 1	Unchanged
Incorporation and corporate name
joint-stock company has 1.1 $\mathsf{A}$ been incorporated called "Fiera Milano SpA" (hereinafter "the Company").
Article 2	Unchanged
Registered office
The Company's registered office is in 2.1 Milan. As required from time to time, offices, branches secondary and representative offices can be set up or closed, both in Italy and abroad.

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

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

	purpose similar and related to, or in
	any case functionally connected with
	that of the Company; and may
	undertake any industrial,
	commercial, investment, property
	and financial transaction in any case
	connected with, functional or
	complementary to the achievement,
	also indirect, of the corporate
	purpose, with the exception of the
	collection of savings and the
	performance of activities governed
	by regulations concerning financial
	intermediation.
	Any activity restricted by law to specific professional categories and any financial
	activity involving the public is in any case excluded.
4.4	The Company may carry out its business
	both in Italy and abroad.
	HEADING II
	SHARE CAPITAL – SHARES
	Article 5
	Share capital
5.1	The Company has share capital of EUR	5.1	The Company has share capital of Euro
	42,147,437.00 (forty-two million one		42,147,437.00 (forty-two million one
	hundred and forty-seven thousand four		hundred and forty-seven thousand four
	hundred and thirty-seven/00) consisting		hundred and thirty-seven/00) consisting
	of 42,147,437 (forty-two million one		of 42,147,437 (forty-two million one
	hundred and forty-seven thousand four		hundred and forty-seven thousand four
	hundred and thirty-seven) registered		hundred and thirty-seven) registered
	shares each of nominal value EUR 1.00		shares with no nominal value.

5.2	The Board of Directors, under Article	Deleted
	2443 of the Italian Civil Code, has the
	power, to be exercised within five years
	of the date of the shareholders'
	resolution approved on 28 October
	2005, to increase the share capital, in
	one or more instalments, on a paid
	basis and in divisible form, by a
	maximum nominal amount of EUR
	1,000,000.00, with exclusion of pre
	emptive rights pursuant to Article 2441,
	paragraphs 5 and 8, of the Italian Civil
	Code, through the issue of a maximum
	of 1,000,000 ordinary shares, each of
	nominal value EUR 1.00 (one), with
	normal entitlement, to service the 2006-
	2008 Stock Option Plan reserved for
	those executive directors and managers
	of Fiera Milano SpA, of its controlling
	shareholder "Ente Autonomo Fiera
	Internazionale di Milano", and of their
	subsidiaries who designated as part of
	this Plan. Under the terms of the capital
	increase, if the shares are not
	subscribed by 31 January 2009, the
	capital will be increased by an amount
	equal to the subscriptions gathered at
	that date.
5.3	At its meeting of 13 February 2006, the	Deleted
	Board of Directors, in partial
	implementation of the power
	delegated to it, pursuant to Article
	2443 of the Italian Civil Code, by the

	of 28 October 2005, decided to increase the share capital, for
	consideration, by a maximum nominal
	amount of EUR 700,000.00 through
	the issue of a maximum of 700,000
	ordinary shares each of nominal value
	EUR 1.00 (one), at a price of EUR
	8.99 per share, to be offered to the
	leading executive directors and
	managers of Fiera Milano SpA, of its
	controlling shareholder "Ente
	Autonomo Fiera Internazionale di
	Milano", and of their subsidiaries.
5.4	The share capital may also be increased	5.2	The share capital may also be increased
	by means of contributions of assets and receivables.		by means of contributions of assets and
			receivables.
5.5	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		Unchanged
	Shares, financial instruments, and bonds
6.1	Shares are registered, indivisible, and
	freely transferable. Each share gives the
	right to one vote.
	In addition to the ordinary shares, the
	Company may issue, in compliance with
	legal requirements, categories of shares

	Company can also issue shares
	belonging to the special categories under
	Article 2349, first paragraph, of the
	Italian Civil Code.
6.2	The Company can issue, in accordance
	with legal requirements, securities other
	than shares.
	Securities may only be issued with the
	approval of an extraordinary
	shareholders' meeting, which establishes
	their characteristics, governs the issue
	conditions, voting and/or capital &
	dividend rights, the sanctions for default,
	as well as the procedure for transfer,
	circulation and repayment.
	The Company can also issue the
	securities provided for in Article 2349,
	second paragraph, of the Italian Civil
	Code.
6.3	The Company, by means of a resolution
	passed by the Board of Directors, can
	issue bonds in accordance with legal
	requirements.
	The Company, with the approval of an
	extraordinary shareholders' meeting, can
	also issue convertible bonds or bonds
	with warrants in accordance with legal
	requirements.
	Article 7	Unchanged
	Capital payments
7.1	Payment for shares by shareholders is
	made in accordance with law, and in the

the Board of Directors. Late payments by shareholders are subject to annual interest at 2 (two) per cent above the benchmark reference rate in force on the date of the late payment, although the provisions of Article 2344 of the Italian Civil Code still hold good. Article 8 Unchanged Shareholder loans 8.1 The Company may collect from its shareholders, as financing, and in compliance with enacted laws and regulations, the funds needed to accomplish the corporate purpose. 8.2 Shareholder loans, even if not made proportionally to the number of shares owned, do not earn interest, unless otherwise decided by the Board of Directors. Unchanged Article 9 9.1 A shareholder's domicile, as regards their dealings with the company, is taken to be the place shown in the shareholders' register. 9.2 The fact of being a shareholder leads to unconditional acceptance of the Company Articles of Association. HEADING III SHAREHOLDERS' MEETING		ways and within the terms established by
Article 10 Unchanged

Convening a Shareholders' Meeting
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 Chairman of the
Board of Directors, by the Board of
Statutory Auditors or by at least two
members of this board.
The ordinary general shareholders'
meeting must be convened at least once
a year, within 120 (one hundred and
twenty) days of the end of the
Company's financial year. If the legal
conditions to do so exist, it can be
convened within 180 (one hundred and

eighty) days of the end of the

Company's financial year.

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

notifications of shareholders' meetings, at
least fifteen days prior to the date on
which the meeting is scheduled, unless a
different time period is required by law.
The Board of Directors will make the
report available to the public,
accompanied by any comments it may
wish to make, at the same time as the
notice announcing additions to the agenda
is published on the Company website and
in the other ways specified by Consob
rules.
Requests for additions to the agenda as
described in the present paragraph 10.3
are not allowed for topics that
shareholders are asked to approve, in
accordance with applicable law, upon
proposal of the Board of Directors or
based on a plan or report prepared by the
Board of Directors.
Article 11	Unchanged
Constitution of the Shareholders' Meeting
11.1 Ordinary shareholders' meetings and
extraordinary shareholders' meetings are
validly constituted and pass resolutions
with the majorities established by law.
Article 12	Unchanged
Right to Attend a Shareholders' Meeting
12.1 The right to attend a shareholders'
meeting is governed by law, by the

Articles of Association and by the
provisions in the notice convening the
shareholders' meeting.
12.2 Legitimisation of the right to attend a
shareholders' meeting is established by
law. Those having the right to vote may
be represented by written proxy as
established by law; proxies may be
notified by certified e-mail or in
accordance with the relevant provisions
issued by the Ministry of Justice in the
ways indicated in the notice convening
the shareholders' meeting. The relative
documents will be held by the Company.
It is the responsibility of the meeting's
Chairman to ascertain the correctness
and, in general, the right to participate.
Article 13	Unchanged
Chairmanship of Shareholders' Meeting
13.1 The shareholders' meeting is chaired by
the Chairman of the Board of Directors.
In his absence, the shareholders' meeting
will be chaired by the Vice Chairman, if
appointed, or, in the case of his absence
or inability to attend, by the other
Deputy Vice Chairman, if appointed, or
in the case of the absence or inability to
attend also of the latter, by another
person appointed by the shareholders'
meeting. The shareholders' meeting
appoints the secretary, who is not
required to be a shareholder. The
deliberations of the ordinary shareholder

minutes signed by the meeting Chairman
and the secretary. When required by law,
and whenever he deems it to be
appropriate, the Chairman of the meeting
will instruct that the minutes of the
meeting be prepared by a notary.
13.2 The Chairman of the meeting manages
shareholder meeting proceedings,
verifies the proper constitution of the
meeting, ascertains the identity and
eligibility of those present, regulates
meeting proceedings - including the
order and duration of spoken
contributions, stipulates the voting
system, and the counting of votes – and
scrutinises the results of any voting.
13.3 Copies of minutes certified as being true
copies by the Chairman and by the
person taking the minutes constitute
proof for all legal intents and purposes.
HEADING IV
MANAGEMENT OF THE COMPANY
Article 14	Unchanged
Board of Directors
14.1 The Company is managed by a Board of
Directors consisting of a number of at
least three and no more than nine
members, including the Chairman. The
shareholders' meeting, in accordance
with the requirements regarding gender
balance in the present Articles of
Association, determines the number of
members, at the time of appointment,

within the aforementioned limits, as
well as the duration of their
appointment, which cannot exceed
three financial years. Directors may be
re-elected.
At least one of the members of the
Board of Directors, or at least two for
boards comprised of more than seven
members, must be independent as
verified by the statutory auditors in
accordance with prevailing legislation.
14.2 If, due to resignations or other causes, the
majority of directors become
unavailable, the other directors'
appointments will lapse and the
shareholders' meeting must be
convened without delay to appoint the
Board of Directors.
14.3 The shareholders' meeting can also vary
the number of directors during the
mandate, always within the limits
indicated in the present article. If the
shareholders' meeting increases the
number of directors, it appoints them in
the same way as indicated in the
present article. The mandate of
directors appointed in this way ceases
with that of directors originally
appointed.

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

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

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

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

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

elected.

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

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

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

gender, replacements will be made with
the majority approval of the
Shareholders' Meeting.
14.5 In the event of failure to appoint at least
one of the members of the Board of
Directors (or two if the Board is
composed of more than seven
members) having the requisites of
independence required by the directors
under prevailing law, the non
independent candidate(s) elected last in
the list presented by the majority
shareholder shall be replaced, in order,
by the first (and, if necessary, second)
independent candidate(s) not elected
from that same list, while always
respecting the requirements on gender
balance contained in the present
Articles of Association.
Any Director having the necessary
requisites of independence required by
the statutory auditors under prevailing
law who, subsequent to appointment,
no longer has these requisites must
immediately report this to the Board of
Directors. This Director must also
resign from the Board in the event that
the Board of Directors no longer
includes the minimum number of
independent directors required by
prevailing legislation.

14.6 If just one list is presented or if no list is presented or if it is not an election of the entire Board of Directors, the Shareholders' Meeting approves resolutions pursuant to, and with the majorities envisaged by law and meeting the requirements on gender balance contained in the present Articles of Association.

If during the course of the financial year one or more directors become unavailable for any reason, the Board of Directors will take action under Article 2386 of the Italian Civil Code. If one or more of the directors ceasing 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 the Board of Directors of the number of directors possessing the requisites of independence required by the statutory auditors under prevailing law and under the requirements for gender balance contained in the present Articles of Association.

14.7 Directors are subject to the restriction indicated in Article 2390 of the Italian Civil Code unless they have been exempted from this by the shareholders' meeting. Article 15 Convening Meetings of the Board of Directors and Board Resolutions

Unchanged

15.1 The Board of Directors meets in the place indicated in the meeting notice, which may also be a venue other than the registered office, as long as it is in Italy or in a European Union member country, whenever deemed by the Chairman, or when a meeting is requested by at least one third of the directors, or by the Board of Statutory Auditors or individually by a member of this Board in accordance with applicable law. The meeting must be convened at least 5 (five) days before the date of the meeting and, in urgent cases, at least 24 hours before such meetings, through the dispatch to each director and standing statutory auditor of a recorded delivery letter, telegram, fax or electronic mail with confirmation of receipt. Should the convocation of the meeting not adhere to all the formalities, the Board is in any case validly constituted if all directors and all standing statutory auditors are present.

15.2 Board meetings may be held by teleconference or videoconference, on condition that all participants can be identified and are able to follow proceedings and intervene in real time in discussion of the matters addressed. If these requisites are met, the Board meeting is considered to be held in the place where the Chairman and secretary are located.
15.3 In order for Board resolutions to be valid, the presence of the majority of the appointed members is required. Resolutions are passed by an absolute majority of the directors present. In the case of a tied vote, the person chairing the meeting has the casting vote.
15.4 The minutes of board meetings are prepared by the secretary to the Board of Directors and are signed by the Chairman of the meeting and by the secretary. Copies of minutes certified as being true copies by the Chairman of the meeting and by the secretary to the Board of Directors constitute proof for all legal intents and purposes.
Article 16 Chairmanship of meetings of the Board of Directors	Unchanged
16.1 Board meetings are chaired by the Chairman of the Board or, in his absence or impediment, by the Vice Chairman, if

appointed. In the absence of the Vice
Chairman, meetings will be chaired by
the Deputy Vice Chairman, if appointed,
or, in the case of his absence or
impediment, by the director most senior
in terms of tenure of office or,
secondarily, age.
Article 17	Unchanged
Powers, functions and compensation of the
Board of Directors
17.1 The Board of Directors is vested with the
widest possible powers for ordinary and
extraordinary management of the
Company. In particular, it has the power
to take any action it deems appropriate
or useful for the achievement of
corporate purposes, with the exception of
those actions that, by law, are the
prerogative of the shareholders' meeting
In addition, competence for the
following items is also attributed to the
Board of Directors:
(i) Merger decisions in cases indicated in
Articles 2505 and 2505-bis;
(ii) Creation and closure of secondary
branches;
(iii) Reduction of share capital in the
case of withdrawal by shareholders;
(iv) Amendment of Company Articles of
Association to meet regulatory
requirements;

(v) Transfer of the Company's registered
office within the Province.
17.2 Besides attributions that, by law, cannot
be delegated, and those under the
previous point 17.1, the Board of
Directors also has exclusive competence
for:
(a) The purchase, subscription, and
transfer, taking direct
responsibility for the same, of
shares, quotas or interests in
other companies, including
newly constituted companies,
and transfer of option rights, with
the exception of transactions
concerning mere investment of
liquidity;
(b) The spin-off of property and
movable assets to other
companies, both those in the
process of being constituted and
those already constituted;
(c) Any form of loan taken out by the
Company exceeding the limit of
30% of net equity;
(d) The constitution of mortgages,
encumbrances or other guarantee
rights of any type whatsoever on
all or relevant parts of the
Company's bonds, property or
assets;

(e) Budget approval;

• (f) The granting by the Company of bank guarantees to third parties;
• (g) The stipulation of contracts concerning property assets, with the sole exception of building lease contracts stipulated for the performance of corporate business for periods not exceeding six years;
• (h) The purchase, sale, creation, rental and stipulation of licenses for patents, trademarks, models, internet domains and/or sites, satellite or cable TV channels, publications, copyrights and similar items, and all intellectual property rights in general, relating to the corporate purpose;
• (i) The award of appointments, consulting assignments and other service assignments exceeding EUR 100,000 (one hundred thousand) not envisaged in the budget to parties in any case extraneous to the Board.
• (j) The appointment or termination of the appointment of the Manager responsible preparing the Company's financial accounts as per Article 22 below.

The Board of Directors must ensure that the Manager responsible preparing the

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

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

17.6 The General Manager of Fiera Milano
SpA, if appointed, can be hired by a staff
service contract or by an employment
contract. He is appointed following a
proposal made by the Chairman of the
Board. The duration of his appointment
is fixed at three financial years and in
any case, may not exceed the term of
office of the Board that makes the
relative appointment.
The General Manager will assist the
Chief Executive Officer, if appointed,
and the Chairman in the performance of
their duties, performing the management
tasks assigned to him by the Chief
Executive Officer or Chairman.
17.7 The Board of Directors, will be awarded
by the shareholders' meeting, for the
duration of its term of office, a
remuneration that may consist of a fixed
part and a variable part, with the latter
linked to the achievement of given
targets.
Directors holding particular positions
have the right to a remuneration
determined by the Board of Directors,
after having received the opinion of the
Board of Statutory Auditors.
Article 18	Unchanged
Chairman and Vice Chairmen
18.1 The Board of Directors – when the
shareholders' meeting has not already

done so – elects from among its members the Company Chairman and may appoint up to two Vice Chairmen of which one Vice Chairman and one Deputy Vice Chairman, from among the Board members elected pursuant to paragraph 14.4.
18.2 The offices of Chairman and Chief Executive Officer may be combined.
18.3 In the absence or impediment of the Chairman, his functions are carried out by the Senior Vice President, if appointed, or in the case of the latter's absence or impediment by the other Vice President, if appointed. The simple exercise of functions by the Vice President is valid as regards third
parties, in the case of the Chairman's absence and/or impediment.
Article 19 Corporate representation	Unchanged

Article 20	Unchanged
Board of Statutory Auditors
20.1 The Board of Statutory Auditors consists
of three standing statutory auditors with
a minimum of one of the least
represented gender, and two substitute
statutory auditors, one of each gender,
who can be re-elected. While
respecting situations of incompatibility
under the enacted regulations, those
already holding the position of standing
statutory auditor in five companies
issuing securities as specified by
prevailing laws and regulations cannot
hold the office of statutory auditor and,
if already elected, must leave office,
unless otherwise allowed by changes in
such laws and regulations. The
assignments, duties and duration are
those established by law.
Members of the Board of Statutory
Auditors are chosen from among those
possessing the necessary characteristics
of reputability, professionalism and
independence in accordance with the
law and prevailing regulations. Failure
to meet such requirements will result in
removal from office.
At the time of appointment, the
shareholders' meeting determines the
annual remuneration payable to
statutory auditors. Statutory auditors
have the right to reimbursement of

expenses incurred in the performance
of their duties.
20.2 Statutory auditors are appointed on the
basis of lists submitted by shareholders
adopting the procedures indicated in the
following paragraphs, which are in two
sections: one for the appointment of
standing statutory auditors and the other
for the appointment of substitute
statutory auditors. The lists contain a
number of candidates not exceeding the
number or members to be elected, listed
in sequential order. The lists must
include candidates of both genders. Each
candidate may present him/herself in just
one list on pain of ineligibility.
Shareholders who alone or together with
other shareholders represent at least
2.5% (two point five percent) of the
Company share capital, or other
percentage specified by Consob in
implementation of prevailing legislation,
have the right to submit a list. Each
shareholder, shareholders that are part of
a shareholder agreement under article
122 of Italian Legislative Decree no.
58/1998 and subsequent amendments
and additions, subsidiaries and joint
ventures in accordance with Article 93 of
said decree, including through trust
companies or other intermediaries, may
present, or take part in presenting, and
vote for just one list. Support and votes

cast in breach of this restriction will not be attributable to any list.

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

in terms of the number of votes and

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

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

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

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

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

In the event it should be necessary to appoint additional standing and/or substitute statutory auditors to the Board of Statutory Auditors following the replacement of a standing and/or substitute statutory auditor taken from the list obtaining the greatest number of votes, the shareholders shall determine by legal majority and without limitations concerning the list whether the application of the criteria described above are not appropriate for selecting such additions to the committee.

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

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

Meetings of the Board of Statutory Auditors may be held in teleconference or videoconference, on condition that all participants can be identified with certainty and are able to follow proceedings and intervene in real time in

discussion of the matters addressed, and
also to peruse and transmit documents. If
these requisites are met, the Board
meeting of the Statutory Auditors is
considered to be held in the place where
the person chairing the meeting and the
person taking the minutes are located, in
order to permit preparation and signature
of the minutes in the relevant journal.
Article 21	Unchanged
Auditing of accounts
21.1 The accounts are audited by an auditing
firm registered with the central registry
established at the Ministry of Justice,
and appointed and operating pursuant to
law.
Article 22	Unchanged
Manager charged with preparing the
Company accounts
22.1 The Board of Directors, upon mandatory
approval of the Board of Statutory
Auditors, shall appoint the manager
responsible for preparing the company
accounts and provide this manager with
the appropriate powers and means to
perform his or her duties.
Unless revoked by the Board of
Directors, as approved by the Board of
Statutory Auditors, the term of office of
this manager shall be three financial
years and, in any event, no longer than

Directors making the related
appointment. This Company Manager
may be re-elected.
The person appointed to this role must
be experienced in administration, finance
and control and must meet the
requirements of reputability required by
the statutory auditors under prevailing
law. The loss of such prerequisites will
result in removal from office and must
be reported by the Board of Directors
within thirty days of this status
becoming apparent.
22.2 The Manager shall exercise the powers
and perform the duties assigned in
accordance with prevailing laws and
regulations.
YEAR-END FINANCIAL STATEMENTS
AND EARNINGS
Article 23	Unchanged
Company financial year
23.1 The company's financial year ends on 31
December of each year.
Article 24	Unchanged
Year-end financial statements and earnings
24.1 At the end of each financial year, the
Board of Directors, in compliance with
legal requirements, draws up year-end
financial statements. Year-end financial
statements must be independently
audited by a firm registered in the central
registry established at the Ministry of

pursuant to law.
24.2 Net profits shown in year-end financial
statements, after deduction of at least 5%
for the legal reserve, within legal limits,
must be allocated in accordance with the
decisions of the shareholders' meeting.
24.3 The Board of Directors may decide on
the distribution of dividends on account
in the ways and forms indicated by law.
Article 25	Unchanged
Dividends
25.1 Dividends not collected within five years
after the day when they become payable
lapse and revert to the Company.
Article 26	Unchanged
Withdrawal
26.1 The right of withdrawal exists only in
those cases when it is compulsory under
the law. Failure of a shareholder to take
part in approval of resolutions
concerning extension of the Company's
duration or the introduction or removal
of constraints on share circulation does
not constitute a cause for withdrawal.
The right of withdrawal is exercisable in
the ways and terms indicated by
prevailing law.
DISSOLUTION AND LIQUIDATION
Article 27	Unchanged
Dissolution and liquidation of the Company
27.1 The Company is dissolved for the reasons
and according to the procedures

provided under the law
APPLICABLE LAW
Article 28	Unchanged
28.1 For all matters not provided for by the
present Company Articles of
Association, the provisions of law are
applicable.

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

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

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