Fiera Milano

Remuneration Information • Mar 31, 2023

Report on the Remuneration Policy and Remuneration paid

Drawn up pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 and Article 84 quarter of the Issuers' Regulation adopted by Consob with resolution no. 11971 of 14 May 1999

This document contains a true translation in English of the Italian document "Relazione sulla Politica in materia di remunerazione e sui compensi corrisposti". However, for information about Fiera Milano reference should be made exclusively to the original document in Italian. The Italian version of the document shall prevail upon the English version.

15 March 2023

Fiera Milano SpA Registered office: Piazzale Carlo Magno, 1 - 20149 Milan Operational and administrative office: S.S. del Sempione, 28 - 20017 Rho (Milan) Share Capital: Euro 42,445,141 fully paid up. Companies Register, Tax Reference and VAT no. 13194800150 Economic Administrative Register 1623812

CONTENTS

	METHODOLOGICAL NOTE	3
	Regulatory sources	3
Procedure for adopting the Remuneration Policy
DEFINITIONS		5
BACKGROUND		8
	The 2023 Remuneration Policy	8
Key elements of the Remuneration Policy
	Relationship between performance and sustainability	9
SECTION ONE		10
(a)	Bodies and persons involved in the preparation, approval, review and implementation of the Remuneration Policy	10
(b)	Persons involved in the preparation and approval of the Remuneration Policy	11
I.	BoD	11
II.	Nomination and Remuneration Committee	12
III.	Shareholders' Meeting	14
IV.	Board of Statutory Auditors	15
(c)	How the Company has taken into account the remuneration and working conditions of its employees in determining the Remuneration Policy	15
(d)	Independent experts	15
(e)	Principles and aims of the Remuneration Policy and description of the policies on the fixed and variable components of the remuneration	15
(f)	Fixed and variable, short and medium to long-term components of remuneration 22
(f.1)	Members of the Board of Directors	22
Non-Executive Directors
Chief Executive Officer
	(f.2) Other Executive Directors	24
	(f.3) Executives with Strategic Responsibilities	24
(f.4) Remuneration of the members of the control body
(f.5) Other beneficiaries
		1

(g)	Non-monetary benefits	26
(h)	Criteria for determining the variable remuneration component	26
(i)	Criteria used for assessing the achievement of performance objectives underlying the award of variable remuneration components	26
(j)	Contribution of the Remuneration Policy to the corporate strategy and to the pursuit of the long-term interests and sustainability of the Company	26
(k)	Deferred payment systems and claw-back mechanisms	26
(l)	Clauses for holding financial instruments in the portfolio	27
(m)	Compensation in the event of resignation, dismissal or termination of employment	27
(n)	Insurance covers, social security or pension indemnities other than compulsory insurance	28
(o)	Remuneration policy for special offices	28
(p)	Group Policy	28
(q)	Elements of the policy that can be waived in exceptional circumstances	28
SECTION TWO		29
I.	Remuneration of members of the governing and control bodies	30
	1. Directors holding special offices	31
	2. Directors not holding special offices, members of Committees and members of the Board of Statutory Auditors	31
II.	Remuneration of Executives with Strategic Responsibilities	33
III.	Insurance covers, social security or pension indemnities other than compulsory
	insurance	33
	IV. Performance Shares Plan 2021-2022	34
V. Comparative information

METHODOLOGICAL NOTE

Regulatory sources

This Report on the Remuneration Policy and Remuneration Paid (hereinafter, the 'Report' or the 'Remuneration Report') has been prepared by Fiera Milano SpA (hereinafter 'Fiera Milano' or also the 'Company') pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 (hereinafter, the 'Consolidated Law on Finance' or 'TUF') and art. 84 quarter of the Issuers' Regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (hereinafter, the 'Issuers' Regulation') and was drawn up in accordance with Annex 3A, Schedule 7-bis, of the same Issuers' Regulation. 'The aforementioned Article 123-ter, Consolidated Law on Finance, was lastly amended by Legislative Decree no. 49/ 2019 ("Legislative Decree no. 49/2019') implementing Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (Shareholders' Right Directive II), amending Directive 2007/367/EC on the exercise of certain rights of shareholders in listed companies with regard to the encouragement of longterm shareholder engagement (the 'SHRD' or the 'Directive').

The Remuneration Report prepared by the Company complies with the recommendations contained in the Corporate Governance Code (the 'Corporate Governance Code'), and as in the Corporate Governance Code for listed companies approved by the Corporate Governance Committee in January 2020 (the 'Corporate Governance Code' or also 'CG Code') to which the Company adheres.

This Remuneration Report consists of the following sections.

In light of the above, Section One - in accordance with Articles 123-ter TUF and 9-bis of the Directive - describes and illustrates in detail:

• 1) the Company's policy on the remuneration of the members of the Board of Directors ('Board of Directors' or also 'BoD') of the Company, of the general managers, of the executives with strategic responsibilities, and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, of the members of the Board of Statutory Auditors of the Company, which is valid for one year (the 'Remuneration Policy' or also the 'Policy'); and
• 2) the procedures used for the adoption, review and implementation of this Policy, including measures to avoid or manage possible conflicts of interest.

Section Two sets out by name the remuneration attributed to the Company's Directors and to the members of the Board of Statutory Auditors and, in aggregate form, the remuneration attributed to executives with strategic responsibilities of Fiera Milano (the 'Executives with Strategic Responsibilities' or the 'Top Management') (1) :

• a) in the first part, it provides an adequate, clear and comprehensible representation of each of the items that make up the remuneration, including payments in the event of termination of office or termination of employment (where applicable), highlighting compliance with the company's remuneration policy for the year in question and the way in which the remuneration contributes to the Company's long-term results;
• b) in the second part, it illustrates (i) in detail the remuneration paid, in the relevant year, for any reason and in any form, by the Company, its subsidiaries or affiliates (hereinafter, the 'Group'), indicating those components that refer to activities carried out in previous years and highlighting the remuneration to be paid in one or more subsequent years for activities carried out in the reporting year, possibly indicating an estimated value for components that cannot be objectively qualified in the reporting year; (ii) how the Company has taken into account the vote expressed the previous year by the Shareholders' Meeting on Section Two of the Report.

Procedure for adopting the Remuneration Policy

The Remuneration Policy illustrated in this Report (the 'Remuneration Policy') is also adopted in compliance with the provisions of Consob Regulation of 12 March 2010 on related party transactions and article 12.3 of the 'Procedure for Related Party Transactions' (the 'Procedure for Related Party Transactions' or also the 'RPT Procedure') approved by

⁽¹⁾ These are the persons identified by the Board of Directors of Fiera Milano who, pursuant to the Appendix to Consob Regulation no. 17221 of 12 March 2010 on related party transactions, as subsequently amended and supplemented, have the power and responsibility, directly or indirectly, for planning, directing and controlling the Company's activities. In the remaining part of the document, they are also referred to as 'Top Management' as per the definition given in the Corporate Governance Code.

the Board of Directors of the Company on 16 June 2021, effective as of 1 July 2021 (available on the Company's website at www.fieramilano.it, Investors/Governance section); according to the above procedure, the approval of the Remuneration Policy by the Shareholders' Meeting exempts the Company from applying the aforementioned RPT Procedure in resolutions regarding the remuneration of directors and Executives with Strategic Responsibilities when:

• (i) the company has adopted a Remuneration Policy approved by the Shareholders' meeting;
• (ii) a committee consisting exclusively of non-executive directors, the majority of whom are independent, was involved in defining the Remuneration Policy;
• (iii) the remuneration awarded is determined in accordance with that policy and quantified on the basis of criteria that do not involve discretionary assessments.

This Report was approved by the Board of Directors, on the proposal of the Nomination and Remuneration Committee, at its meeting of 15 March 2023. Section One will be submitted to the binding vote of the Ordinary Shareholders' meeting convened for 27 April 2023, on a single call. Section Two will be submitted to an advisory vote during the same Ordinary Shareholders' meeting.

This Report is filed at the Company's registered office and its operational and administrative headquarters, and made available on the authorised storage mechanism eMarket Storage () and is available on the Company's website at www.fieramilano.it Investors/Governance section.

DEFINITIONS

The main definitions used in this Report are listed below, in a non-exhaustive list, in order to facilitate reading and with a view to maximum transparency and clarity; in any case, they are to be considered as complemented by the definitions contained in the body of the document. Terms and expressions referred to in the plural shall be deemed to be defined also in the singular, and vice versa.

• 'Executive Directors' or 'Directors holding special offices' are those directors to whom Fiera Milano has granted operating or management powers or special duties;
• 'Shareholders' Meeting' identifies the shareholders' meeting of Fiera Milano SpA;
• 'Non-monetary benefits' consist of the provision of goods and/or services allocated in accordance with market practice and in compliance with the legislation in force;
• 'Borsa Italiana' means Borsa Italiana SpA, with registered office in Milan, 6 Piazza degli Affari;

• 'Corporate Governance Code'; 'Corporate Governance Code'- means the recommendations of Borsa Italiana's Corporate Governance Committee and - with regard to the latter - those applicable from 1 January 2021;
• 'Control and Risk and Related Party Committee' is the internal committee of Fiera Milano SpA responsible inter alia - for transactions with related parties and appointed in accordance with the provisions of the Consob RPT Regulation and the Procedure on Related Party Transactions;
• 'Corporate Governance Committee' is made up of Business associations (ABI, ANIA, Assonime, Confindustria), Professional Investors associations (Assogestioni) and Borsa Italiana. The institutional purpose of the Committee is to promote good corporate governance in Italian listed companies and to monitor the application of the codes of conduct issued, disseminated and periodically updated by the Committee (see Corporate Governance Code);
• 'Nomination and Remuneration Committee' is the committee set up by Fiera Milano for remuneration matters and in implementation of the recommendations of the Corporate Governance Code;
• 'Board of Directors or BoD' is the board of directors of Fiera Milano SpA;
• 'Consob' Commissione Nazionale per le Società e la Borsa;
• 'Executives with Strategic Responsibilities' or 'ESR' these are individuals identified by the Board of Directors of Fiera Milano who, pursuant to the Appendix to Consob Regulation 17221 of 12 March 2010 on related party transactions, as subsequently amended and supplemented, have the power and responsibility, directly or indirectly, for planning, directing and controlling the Company's activities; they may also be identified as 'Top Management' as per the definition referred to in the Corporate Governance Code;
• 'EBITDA' with respect to the financial statements, as the difference between: (i) total revenues from sales and services and other revenues and income; and (ii) total operating expenses;
• 'Gate" or "access gate" are the preconditions identified in the Remuneration Policy that allow access to the bonus system. For 2023, the Gate is linked to the Consolidated EBITDA post-IFRS in the 2023 Budget - equal to 85% of the achieved value, below which no award will be paid;

• 'LTI' Long Term Incentive - means the long-term variable component, aimed at incentivising beneficiaries to act with a view to maximising the Company's value, aligning their interests with the strategies pursued by the Company, according to a long-term and sustainable development logic. the long-term remuneration is paid on a deferred basis, at the end of a multi-year observation period. Specifically, the Report recalls (i) the medium-long term incentive plan approved by the Company's Shareholders' Meeting of 28 April 2021, the '2021-2022 Performance Shares Plan' (also the '2021 Plan'), which was closed after the disbursement of the vested Shares; and (ii) the plan approved by the Shareholders' Meeting of the Company on 27 April 2023, the '2023-2025 Performance Shares Plan' (also the 'LTI Plan' or the '2023 Plan');
• 'MBO' - Management by Objectives means the set of annual strategic objectives to be achieved, in line with the interests of the Company and its stakeholders;
• 'Individual Targets' the short-term bonus system (STI) identifies up to a maximum of four objectives of a qualitative-quantitative, economic-financial and strategic nature to which the possibility and extent of disbursement of the Target Bonus is materially linked.
• 'Performance and Leadership Management' 'PLM' is the performance evaluation system adopted by the Company and aimed at promoting the achievement of the Group's strategic objectives (MBO) and at assessing the expected conduct on the basis of the Group's leadership model;
• 'Remuneration Policy' means Section I of the Report, which sets out in a clear and comprehensible manner: (a) the Company's remuneration and incentive policy for the year 2023 and (b) the bodies involved and the procedures used for its adoption. Section I of the Report is submitted to the binding vote of the Shareholders' meeting;
• "Target Bonus": indicates the potential value of the incentive system depending on the role held and linked to the level of achievement of the Individual Objectives allocated to each beneficiary on a scale of between 85% and 120% with a maximum payout of 150%;
• 'Annual Bonus': indicates the value of the annual bonus (calculated based on the objectives defined by the Company for the current year). It is calculated according to the incentive scheme whereby an economic parameter (EBITDA of the 2023 Budget) is applied to the Target Bonus Value, acting as an Access Gate and multiplication/demultiplication factor;
• 'RPT Procedure' is the procedure on related party transactions adopted by the Company in accordance with the provisions of Consob RPT Regulation, i.e. the

'Regulation containing provisions on related party transactions' adopted by CONSOB with resolution no. 17221 of 12 March 2010, as subsequently amended and supplemented;

• 'Issuers' Regulations' is the implementing regulation of the Consolidated Law on Finance, concerning the regulation of issuers, approved by CONSOB Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented;
• 'RAL' gross annual remuneration;
• 'Report' or 'Remuneration Report' identifies this Report on the remuneration policy and remuneration paid, drawn up pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 and Article 84-quater of the Issuers' Regulation adopted by Consob with resolution no. 11971 of 14 May 1999;
• 'Remuneration' any element of the remuneration, emolument or entitlement referred to in this Report and identified therein in the (i) fixed remuneration components; (ii) variable remuneration components and (iii) non-monetary benefits;
• 'STI' Short Term Incentive - means the short-term variable component, aimed at incentivising beneficiaries to pursue the key objectives identified in the strategic plan. The short-term remuneration is paid on an annual basis;
• 'Articles of Association' means the Articles of Association of Fiera Milano SpA, as most recently approved by the Shareholders' Meeting and available on Fiera Milano's website at www.fieramilano.it in the Investors/Governance section;
• 'TUF' is Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented.

BACKGROUND

The 2023 Remuneration Policy

Fiera Milano believes that a careful remuneration and incentive policy is functional to the pursuit of the Company's sustainable success, taking into account the need to have in the Company, retain and motivate people with the skills and professionalism required by the position held.

The principles and guidelines for determining and implementing the Company's remuneration policy incorporate and respect Fiera Milano's values, culture and historical mission and contribute to the pursuit of the Company's long-term interests and sustainability, including through the integration of ESG (Environmental, Social, Governance) factors, fairness and

equality in the roles performed, as well as in the overall remuneration, including in terms of gender.

The 2023 Remuneration Policy is substantially in line with the policy approved in 2022, thus confirming the remuneration structure and the main features of the variable remuneration systems, consistent with the corporate governance model adopted by the Company and the recommendations of the Corporate Governance Code as well as the most recent regulatory developments and best practices.

Through this Report on the Remuneration Policy and Remuneration Paid Fiera Milano intends to:

• inform its stakeholders in a clear and transparent manner about the main elements and rationale of its implemented remuneration and incentives policy;
• ensure accessibility to the relevant information through straightforward and nonmisleading wording;
• represent key information in a timely manner, such as performance indicators, company results and remuneration mechanisms.

Key elements of the Remuneration Policy

The Remuneration Policy, summarised in this Report, identifies inter alia and consistently with the aforementioned Corporate Governance Code:

• a balance between the fixed and variable components that is appropriate and consistent with the company's strategic objectives and risk management policy, taking into account the characteristics of its business and sector of operation;
• the maximum limits on the disbursement of variable components;
• the performance objectives, to which the payment of the variable components is linked, predetermined, measurable and linked to a significant extent to a long-term horizon, incorporating both income and other non-financial elements;
• the deferral periods for the payment of variable remuneration components and the claw-back mechanisms provided for under certain circumstances;
• the rules governing the payment of compensation for termination of employment with the Company.

Relationship between performance and sustainability

Sustainability is a key strategic element for Fiera Milano. The decision to adopt sustainable policies, taking into account social and environmental factors in addition to purely financial

ones, stems from the awareness that synergies must be developed with the local community in order to make the most of its specific features and potential.

The Remuneration Policy is aimed at attracting and motivating qualified professional resources for the pursuit of the key objectives identified by the strategic plan, and at providing incentives to retain said resources, thereby ensuring stable professional relationships with the Company.

The variable remuneration components, both short- and long-term, are directly linked to defined performance targets and to the results achieved, through predetermined, measurable performance objectives linked to the Company's strategic objectives in the medium-long term, calculated mainly through financial indicators, but also through qualitative and non-financial parameters.

In this way, remuneration reflects sustainable results and value creation for the stakeholders in the medium to long term.

The bonus system of Fiera Milano requires that incentive systems be related to a broad concept of performance, consistent with the strategy and objectives identified in the strategic plan and in line with industry best practices.

The Remuneration Policy is a fundamental tool to retain and strengthen the Company's management and to ensure they comply with its goals and are strongly oriented towards the pursuit of objectives and willing to take up new challenges and opportunities, in order to further improve the Company's competitive position.

The remuneration package of the Company's management is characterised by a significant portion linked to the achievement of objectives defined ex-ante on the basis of the results obtained and designed to favour an increasing alignment of interests between the Company and its managers.

The balance of the different remuneration components is defined according to the role held.

SECTION ONE

(a) Bodies and persons involved in the preparation, approval, review and implementation of the Remuneration Policy

The approval of the Remuneration Policy is the result of a structured and transparent process that involves various corporate bodies such as the Board of Statutory Auditors, the Nomination and Remuneration Committee, with approval by the Board of Directors and submission to the Shareholders' Meeting for the necessary resolutions.

10 The definition of the Remuneration Policy is the result of a linear and coherent process. The policy is prepared annually by the Nomination and Remuneration Committee, with the support of the relevant departments of the Company, and subsequently submitted to the Board of Directors of the Company for approval. The Nomination and Remuneration Committee also

submits the application criteria of the Policy to the BoD for approval and oversees their application. Once the Policy has been examined and approved, the BoD submits it to the binding vote of the Ordinary Shareholders' Meeting, in accordance with Article 123-ter of the Consolidated Law on Finance.

The Policy, together with this Report, was approved by the Board of Directors at its meeting on 15 March 2023, on the proposal of the Nomination and Remuneration Committee in order, inter alia, to incorporate the adjustments to the Issuers' Regulations (see Article 84-quater and Annex 3A, Schedule 7-bis) made by Consob with Resolution no. 21623 of 10 December 2020 in implementation of the SHRD.

(b) Persons involved in the preparation and approval of the Remuneration Policy

The main persons and bodies involved in the preparation and approval of the Remuneration Policy are the Shareholders' Meeting, the Board of Directors, the Nomination and Remuneration Committee and the Board of Statutory Auditors.

I. BoD

The Board of Directors:

• ₋ sets up an internal Nomination and Remuneration Committee;
• ₋ defines, with the assistance of the Nomination and Remuneration Committee, the Remuneration Policy, oversees its implementation, as well as its review and approves the Remuneration Report, pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Issuers' Regulation;
• ₋ in line with the Remuneration Policy, with regard to the total remuneration to be attributed to Executive Directors or to Directors holding special offices, it determines, upon proposal of the Nomination and Remuneration Committee and after hearing the opinion of the Board of Statutory Auditors - pursuant to Article 2389, paragraph 3, of the Italian Civil Code - the amount of the remuneration of the Chairman of the Board of Directors and of the Chief Executive Officer;
• ₋ determines, on the proposal of the Nomination and Remuneration Committee and after hearing the opinion of the Board of Statutory Auditors, the remuneration of Directors called upon to serve on committees set up within the Board of Directors;
• ₋ prepares remuneration plans based on shares or other financial instruments for Directors, employees and collaborators, including Executives with Strategic Responsibilities, submits them to the approval of the Shareholders' Meeting pursuant to Article 114-bis of the Consolidated Law on Finance and oversees their implementation;

₋ appoints, among others, the Top Management (2) on the proposal of the Chief Executive Officer, if appointed, or of the Chairman, and determines their powers in accordance with Article 17.2 (J) of the Company's Articles of Association, available on Fiera Milano's website at www.fieramilano.it in the Investors/Governancesection.

II. Nomination and Remuneration Committee

The BoD of the Company has established an internal 'Nomination and Remuneration Committee' whose function is to make analyses, provide advice and submit proposals. The Committee is composed of 3 non-executive Directors, the majority of whom is independent. As regards remuneration matters in particular, the Nomination and Remuneration Committee, in line with the recommendations of the Corporate Governance Code, has the task of assisting the Board of Directors, by performing analyses, providing advice and making proposals; specifically:

• a. assists the Board of Directors in drawing up the Remuneration Policy, for its presentation to the Shareholders' Meeting called to approve the financial statements as required by law;
• b. submits proposals and expresses opinions on the remuneration of executive directors, directors holding special offices and top management, regarding the various forms of remuneration and economic treatment;
• c. assists the Board of Directors in drawing up share-based remuneration plans for executive directors, directors holding special offices and top management;
• d. presents proposals and expresses opinions on the setting of performance targets (MBO, LTI Plans and/or stock option plans, if any) connected to the determination of the variable remuneration of executive directors, directors holding special offices and top management;
• e. proposes the definition, in relation to executive directors and directors holding special offices, of end-of-office indemnities for Directors, as well as non-competition agreements;
• f. monitors the practical implementation of the Remuneration Policy, in particular, verifying the actual achievement of performance targets;
• g. periodically assesses the adequacy and overall consistency of the Remuneration Policy for executive directors, directors holding special offices and top management;

⁽²⁾ Top management means senior managers who are not members of the Board of Directors and who have the power and responsibility for planning, directing and controlling the activities of the company and its group in line with the CG Code. In the document it is alternatively identified with Executives with Strategic Responsibilities (pursuant to Consob).

h. informs the shareholders' meeting about procedures for exercising its functions in reports to be presented in compliance with applicable law.

In carrying out its functions, the Committee has the right to access the information and company departments necessary for the performance of its duties, and to have access to financial resources and make use of external consultants according to the terms established by the Board of Directors.

If the Nomination and Remuneration Committee intends to use the support of a consultant in order to obtain information on market practices concerning remuneration policies, it selects such a consultant by verifying in advance that he/she is not in a situation that could compromise its independence of judgement.

Pursuant to Recommendation 26 of the CG Code, in order to manage situations of possible conflict of interest, no Director takes part in the meetings of the Nomination and Remuneration Committee in which proposals are made to the Board of Directors regarding his/her remuneration.

The Directors shall abstain from voting during Board of Directors' resolutions concerning their own remuneration, without prejudice to the rules on transactions with related parties set out in the RPT Procedure (where applicable).

The Chairman of the Committee reports to the Board of Directors on the Committee's activities.

Following its appointment by the Shareholders' Meeting on 20 April 2020, the Board of Directors, on the same date, set up an internal Nomination and Remuneration Committee, appointing the following Directors as members:

• i. Elena Vasco, independent director pursuant to Article 148, paragraph 3, of the Consolidated Law on Finance and pursuant to Article 2, Recommendation 7, of the Corporate Governance Code, Chairman of the Nomination and Remuneration Committee;
• ii. Alberto Baldan, independent director pursuant to Article 148, paragraph 3, of the Consolidated Law on Finance and pursuant to Article 2, Recommendation 7, of the Corporate Governance Code;
• iii. Marina Natale, independent director pursuant to Article 148, paragraph 3, of the Consolidated Law on Finance and pursuant to Article 2, Recommendation 7, of the Corporate Governance Code.

Following the resignation of Ms Natale from her position as a director of the Company, effective as of 27 July 2022, on 13 October 2022, the Board of Directors co-opted Mr Agostino Santoni as a director, also appointing him as a member of the Nomination and Remuneration Committee to replace Ms Natale.

Therefore, at the date of this Report, the Committee was composed as follows:

• i. Elena Vasco, independent director pursuant to Article 148, paragraph 3, of the Consolidated Law on Finance and pursuant to Article 2, Recommendation 7, of the Corporate Governance Code, Chairman of the Nomination and Remuneration Committee;
• ii. Alberto Baldan, independent director pursuant to Article 148, paragraph 3, of the Consolidated Law on Finance and pursuant to Article 2, Recommendation 7, of the Corporate Governance Code;
• iii. Mr Agostino Santoni, independent director pursuant to Article 148, paragraph 3, of the Consolidated Law on Finance.

For further details on the composition and functioning of the Committee, please refer to the 'Report on Corporate Governance and Ownership Structures' prepared pursuant to Article 123 bis of the Consolidated Law on Finance and published annually by the Company on its website www.fieramilano.com in the Investors/Governance section.

The Nomination and Remuneration Committee is also supported by the Legal Compliance and Corporate Affairs Department of Fiera Milano in carrying out its activities. The members of the Board of Statutory Auditors and the Chief Corporate Staff of Fiera Milano may attend Committee meetings.

During the year ended 31 December 2022, the Committee held seven duly minuted meetings and carried out its responsibility to table proposals to the Board of Directors. The average duration of the meetings of this Committee was approximately 1 and a half hours. At the date of approval of this Report, two meetings had been held in the current financial year.

For more details on the activities carried out by the Nomination and Remuneration Committee during the 2022 financial year, please refer to the 'Report on Corporate Governance and Ownership Structure' prepared pursuant to Article 123-bis of the Consolidated Law on Finance and published annually by the Company on its website www.fieramilano.com in the Investors/Governancesection.

III.Shareholders' Meeting

With regard to remuneration matters, the Shareholders' Meeting:

• ₋ determines the remuneration of the members of the Board of Directors and of the Board of Statutory Auditors pursuant to Article 2364, paragraph 1(3), of the Italian Civil Code;
• ₋ casts (i) a binding vote on Section I of the Remuneration Report (on the proposal of the Nomination and Remuneration Committee) at such intervals as is required by the duration

of the Remuneration Policy (i.e. annually) and, in any case, whenever the Policy³ is amended and (ii) a non-binding vote on Section II of the Remuneration Report (on the proposal of the Nomination and Remuneration Committee) on an annual basis;

₋ resolves on any remuneration plans based on shares or other financial instruments for directors, employees and collaborators, including Executives with Strategic Responsibilities, pursuant to Article 114-bis of the Consolidated Law on Finance.

Any temporary deviation from the Remuneration Policy approved by the Shareholders' Meeting is only allowed in exceptional circumstances, i.e. when the deviation from the Remuneration Policy is necessary to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to continue operating on the market.

On this point, reference is made to the following paragraph 'Elements of the policy which may be waived in exceptional circumstances' in this Section I.

If the Shareholders' Meeting does not approve the Remuneration Policy, the Company will be required to pay remuneration in accordance with the most recent Remuneration Policy approved by the Shareholders' Meeting or, failing that, in accordance with current practice. The Company will have to submit a new Remuneration Policy to the next Shareholders' Meeting convened to approve the financial statements.

IV. Board of Statutory Auditors

The Board of Statutory Auditors expresses its opinion on remuneration proposals for the executive directors, and more generally, for directors holding special offices, verifying that the proposals are consistent with the Remuneration Policy.

(c) How the Company has taken into account the remuneration and working conditions of its employees in determining the Remuneration Policy

Please refer to letter (e) below.

(d) Independent experts

The consulting firm Mercer supported the company in defining its remuneration policy.

(e) Principles and aims of the Remuneration Policy and description of the policies on the fixed and variable components of the remuneration

The purpose of the Remuneration Policy is to ensure an overall remuneration structure in line with Fiera Milano's current and future needs, capable of enhancing the contribution provided by those involved in the company's growth and in accordance with their respective skills.

³The Shareholders' vote is always required on changes to the Remuneration Policy that are not merely formal or mere clarifications.

The Company believes that remuneration and incentive policies contribute to achieving the strategic objectives identified in BoD-approved long-term plans as, through a careful balance of fixed and variable remuneration components and, within the latter, between the portion paid for short-term and that for long-term objectives, it contributes to the pursuit of long-term sustainable results.

The Remuneration Policy is determined by taking into account the remuneration and working conditions of employees; it comprises principles and tools applied to the entire organisation for the purpose of attracting, motivating and retaining people with the professional skills necessary to contribute to Fiera Milano's growth strategy and long-term interests and sustainability, in line with market best practices.

The Fiera Milano Group has confirmed its focus on people by trying to identify alternative tools that can promote the well-being of employees, regardless of elements such as percentage of employment, length of service, job description or professional qualifications.

In particular, a Corporate Welfare plan has been designed for all Group employees, which, with the recognition of a specific credit that can be spent on a dedicated platform, offers the chance to access supplementary pension benefits, personal services to improve work-life balance, a package of benefits able to increase the purchasing power of workers who can use the welfare credit to purchase benefits (e.g. shopping vouchers, petrol coupons, etc.) and many other services: education, health insurance, babysitting and social workers, sports, holiday packages, culture, travel season tickets, legal advice, and home maintenance. The plan is accessible online on the dedicated portal, through which employees can manage their credit to build a customised package of goods, services, vouchers and discounts.

In 2022, flexible and remote work management was also introduced, in the form of Agile Work, identifying it as a further corporate welfare tool oriented towards improving the quality of life and enhancing focus on the family and the person (so-called work-life balance). This way of working strengthens the culture of individual responsibility and mutual trust, focusing more on objectives and accountability for company results. The agreement on agile work also contributes actively to creating value not only within the Fiera Group but also towards the community in which the Group operates, with a view to a constant focus on the issue of social responsibility, by incentivising the reduction of emissions caused by travelling with your vehicle to company offices.

The Company implements a policy aimed at promoting fairness and equality, including gender equality, through a conduct that excludes all forms of discrimination. Regarding the diversity policies applied by the Company within its own organisation, please also note that, in line with the provisions of its Code of Ethics, Fiera Milano offers all workers the same work opportunities, ensuring that everyone can enjoy fair treatment based on merit criteria, without any discrimination.

As far as the Fiera Milano Group is concerned, offering all employees the same opportunities to develop their own skills and capabilities, avoiding any form of discrimination based on race, sex, age, nationality, religion or personal beliefs, is considered a key pillar of its management policy. With regard to female employment in particular, Fiera Milano produces a biennial report on gender equality in terms of the situation regarding recruitment, training, promotions and other factors, in compliance with Legislative Decree no. 198 of 11 April 2006.

In addition, in November 2021, the CEO announced to Group employees the appointment of a Diversity Manager. The inclusion of this figure confirms the Company's continued commitment to promoting diversity and inclusion, oriented towards a change of perspective that focuses on the centrality of the individual, their needs and their uniqueness as an essential value for the corporate community. As of the date of this report, we note the strengthening of this figure, now known as Diversity & Inclusion Manager, to spreading and encourage a culture of inclusion, the value of diversity and gender equality in the company.

For more details on the diversity policies adopted by the Company, please refer to the Consolidated Disclosure of Non-Financial Information pursuant to Legislative Decree no. 254/2016, made available on the Company's website, www.fieramilano.it in the Investors/Governance section.

Remuneration policies also pursue the objectives of integrating ESG factors, alignment with best and good practices and limiting overall business risk.

The Company's governance model is based on a system of clear and strict rules also intended to ensure adequate control of remuneration policies in line with the criteria established by the BoD and in compliance with ethical, transparency, impartiality, belonging and empowerment principles. The Policy sets out the principles and guidelines for defining the remuneration of:

• 1. members of the Board of Directors and in particular the Chief Executive Officer;
• 1. members of the Committees;
• 1. members of the Board of Statutory Auditors, without prejudice to the provisions of Article 2402 of the Italian Civil Code.
• 1. Group Executives with Strategic Responsibilities;
• 1. Group managers selected on the basis of the importance of the position held.

The Remuneration Policy is valid for one year.

This Policy is substantially in line with the provisions incorporated in the previous year's document.

The Company's Remuneration Policy - and, in particular, the policy on variable remuneration components - contributes to the Company's strategy, the pursuit of its long-term interests and

sustainability (in accordance with Article 123-ter, paragraph 3-bis, of the Consolidated Law on Finance). In particular, the Remuneration Policy of the Company aims to:

• ₋ attract, motivate and retain staff with the high professional qualities needed to profitably pursue the Group's objectives;
• ₋ align the interests of management with those of shareholders, by pursuing the priority objective of creating sustainable value in the medium to long term, through the development of a strong link between remuneration, on the one hand, and individual and Group performance, on the other;
• ₋ recognise individual merit, in order to adequately value each person's contribution to the Group.

With specific regard to the remuneration of executive Directors, it is believed that the type of work performed by them - along with their role and functions in contributing to the Company's growth - makes their work, and the related remuneration, not comparable with that of other employees of the Company.

The balance between the fixed and variable components of the remuneration, which is appropriate and consistent with the Company's strategic objectives and risk management policy, was determined in light of the characteristics of the activity carried out and the reference sector.

In particular, the remuneration of Executive Directors and the Top Management consists of:

• a fixed component, which is determined by taking into account the role held, the personal characteristics and strategic skills and the ability to contribute to the Company's results. It is sufficient to remunerate performance even in the absence of the variable component, in order to discourage behaviour that is not consistent with the applicable regulatory framework or with Fiera Milano's risk appetite;
• a short-term variable component STI linked to specific performance targets, which aims to incentivise beneficiaries to achieve annual objectives in line with the interests of the Company and its stakeholders. The appropriate balance with the other remuneration components helps discourage abnormal behaviour or opportunistic actions to the detriment of medium-long-term strategies that would undermine business sustainability;
• a long-term variable component LTI aimed at incentivising beneficiaries to act with a view to maximising the Company's value, aligning their interests, according to a longterm and sustainable development logic. the long-term remuneration is paid on a deferred basis, at the end of a multi-year observation period;

▪ Non-monetary benefits which consist in providing goods and/or services allocated in accordance with market practice and in compliance with the legislation in force.

COMPONENTI DELLA REMUNERAZIONE	PAGANO PER	IN RELAZIONE A	SISTEMI
COMPONENTE FISSA	Complessità del ruolo e responsabilità Competenze e capacità individuali	Aree di risultato legate al ruolo e comportamenti (Leadership Behavior) che provano la «copertura» del ruolo	GRADING REIR BUT VO
COMPONENTE	Performance individuale, di team e aziendale	KPIs quali-quantitativi (allineati alle priorità	PIANO MBO
VARIABILE	Allineamento strategico	strategiche) che provano il conseguimento dei risultati nel breve termine	SALES INCENTIVE
COMPONENTE VARIABILE DI LUNGO PERIODO	Raggiungimento di obiettivi che massimizzano il valore per gli azionisti	KPIs economico - finanziari di Gruppo e relativi all'area della sostenibilità	PIANO ITI

The architecture of the overall remuneration is broken down as follows:

The annual variable incentives (STI), addressed to Executives - including Executives with Strategic Responsibilities - will be calculated and paid based on the specific conditions set out below:

• The value of the Target Bonus for executives is expressed as a percentage (%) of their Gross Annual Salary ('RAL') according to the role held. It is linked to a company performance target that determines the value of the Annual Bonus, depending on the % of achievement.
• Specifically for the year 2023, the Gate is expected to be linked to the 2023 Budget post-IFRS Consolidated EBITDA:
  • where the value achieved is below 85% of this target, the Annual Bonus cannot be paid;
  • from 85% to 120% of the achieved value, the Target Bonus will be paid linearly (with a minimum of 85% and a maximum of 120%).
• The final overall assessment of performance and leadership behaviours of equal weight - will determine the positioning in a 9-quadrant matrix, each of which corresponds to a multiplication or de-multiplication factor of the Annual Bonus, on a scale ranging from 0% to 120%.

For sales figures, the incentive system for 2023 was further improved according to the following drivers/objectives: (i) coherence and integration between the various systems linking remuneration to company and/or individual performance(ii) adherence to best market practices (iii) and, where relevant, to the recommendations of the Corporate Governance Code(iv) fair and meritocratic management according to the actual contribution and impact of roles on company performance.

Therefore, for these figures the annual variable incentives (STI) will be calculated and paid based on the specific conditions below;

• a) Surpassing the 'Gate', i.e. a company performance target that only determines accessibility to the incentive system; for 2023, it was envisaged that the Gate would be linked to the 2023 Budget Consolidated EBITDA post-IFRS - and at least 85% of the target value. Below this threshold, the bonus system could not be activated, nor could any Annual Bonus be paid.
• b) Achievement of assigned individual objectives (up to three objectives of a quantitative nature, linked to economic-financial and CRM metrics, are identified).
• c) Overall performance evaluation: weighted average performance for the individual KPIs assigned.
• d) Linear incentive curve linking (i) the performance expressed as % achievement of the Target Incentive Bonus value (ii) the payout expressed as % of the Target Bonus (with a maximum payout of 150%)

Incentives for 2023, even if reached, will be paid after the approval of the Financial Statements by the Ordinary Shareholders' Meeting.

Please note the activation of claw-back clauses that stipulate that the variable remuneration components may have to be returned if there is a material breach of company rules or of laws or regulations or in the event of wilful or grossly negligent conduct aimed at altering the data used for the achievement of the objectives.

Regarding the medium-long-term incentive policy, on 15 March 2021, please note that the Board of Directors, on the proposal of the Nomination and Remuneration Committee, had approved the long-term incentive plan called '2021-2022 Performance Shares Plan', based on shares (the '2021 Plan'). The 2021 Plan was approved by the Shareholders' Meeting of Fiera Milano on 2021 April 28 and subsequently revised (limited to the duration of the lock-up period) and approved by the Shareholders' Meeting of Fiera Milano on 2021 October 5. The 2021 Plan expired in 2022 after all shares were allocated to the beneficiaries. For more information on implementing the 2021 Plan, please refer to Section II of this Report.

Following the conclusion of the '2021-2022 Performance Shares Plan ', the Board of Directors, on 15 March 2023, upon the proposal of the Nomination and Remuneration Committee, approved the long-term incentive plan, the '2023-2025 Performance Shares Plan' (the 'LTI Plan' or the '2023 Plan') that will be submitted for approval to the Ordinary Shareholders' Meeting of 27 April 2023.

The LTI Plan is instrumental in achieving the following objectives:

• (i) aligning the interests of management with those of the shareholders and contributing to the creation of sustainable value in the medium to long term, promoting a stable participation of management in the Company's capital;
• (ii) encouraging the retention and motivation within the Group of individuals with high professional skills, who are necessary for the pursuit of the corporate strategy;
• (iii) linking the overall remuneration and especially the incentive system of the Group's management and key figures to the actual performance of the Company and the creation of new value for the Group.

The LTI Plan incorporates best market practices, consistent with the Corporate Governance Code.

The architecture of the 2023 Plan consists of the following elements:

• the recipients of the LTI Plan are: the Chief Executive Officer, the Strategic Manager and other Key Executives with different incentive values depending on the complexity of the roles⁴ ;
• the Plan is in 'closed' form articulated with a mix of 40% cash value and 60% shares (performance shares) based on economic and financial performance indicators ( cumulative EBITDA with a weight of 45%, Net Financial Position with a weight of 35%) and an ESG performance indicator with a weight of 20%;

⁴ Also as better indicated in the Information Document prepared and published pursuant to Schedule 7 of Annex 3, Issuers' Regulations available on Fiera Milano's website at www.fieramilano.it - Investor/GovernanceSection

• the incentive curve is in line with the reference market, with payouts of 80%-150% against performance between a minimum of 80% and a maximum of 120% against allocated targets;
• the incentive is recognised at the end of the three-year vesting period providing for a holding period of a further two years on 50% of the vested shares ('Lock up'), net of tax charges (a sell-to-cover clause is thus built in).

Following the approval of the LTI Plan by the Shareholders' Meeting, the specific regulation (the 'Plan Regulation') will be drafted, which will also identify, by name, the beneficiaries of the LTI Plan and the additional features of the same in terms of, among other things, retention mechanisms and claw back clauses.

The shares covering the LTI Plan consist of shares directly or indirectly held by the Company, which for this purpose may also purchase them pursuant to Article 2357 et seq. of the Italian Civil Code.

The plan also provides that Fiera Milano's executives, including Executives with Strategic Responsibilities, who at the same time act as non-executive members of the governing body in other Group companies, waive any remuneration due for such positions, since the related gross annual remuneration received as part of their employment with Fiera Milano is deemed to include the activities carried out in relation to these additional positions.

(f) Fixed and variable, short and medium to long-term components of remuneration

(f.1) Members of the Board of Directors

With regard to policies on fixed and variable remuneration components of members of the BoD, the Company distinguishes between Executive Directors and Non-Executive Directors.

Non-Executive Directors

With regard to non-executive directors and directors not holding special offices (including independent directors), the remuneration consists of a fixed remuneration determined by the Shareholders' Meeting at the time of their appointment.

As suggested by best practice, non-executive directors are not remunerated on the basis of the achievement of financial objectives by the Company, nor are they beneficiaries of remuneration plans based on financial instruments. The expenses incurred in the performance of their duties are reimbursed by the Company.

The remuneration of Non-Executive Directors (including Independent Directors) is appropriate to the competence, professionalism and commitment required by the tasks assigned to them within the Board of Directors and Board Committees.

Non-Executive Directors and Independent Directors may be granted an additional fixed annual remuneration in their capacity as members of committees established within the Board of Directors. For further information, please refer to point n) of this Section I of the Report.

Chief Executive Officer

The remuneration package of the Chief Executive Officer consists of the following elements:

• (i) a fixed gross annual component consisting of the emoluments as Director and Chief Executive Officer plus remuneration as an employee in his capacity as Company Executive;
• (ii) a short-term cash variable component (STI) granted on the basis of his/her employment as Company Executive, which will be paid only upon achievement of a company performance target acting as a Gate, in line with the mechanism previously described for Executives. The actual payment of the individual annual Bonus, once the Gate has been passed, is subject to the achievement of pre-determined objectives set by the BoD, i.e. subject to the achievement of annual objectives closely related to the targets set in the budget approved by the BoD. For the 2023 financial year, the MBO scorecard provides for the assignment of four objectives of a different nature (two financial, one strategic and one ESG), namely: (a) Consolidated EBITDA of 2023 Budget post-IFRS (weight equal to 30% of the cash variable component); (b ) Net Financial Position, net of any unforeseen State or Third Party Aid (weight equal to 30% of the variable cash component); (c) Performance of the Digital Plan with achievement of expected revenues (weight equal to 15% of the variable cash component); (d) Performance of the International Plan (weight equal to 15% of the variable cash component) (d) ISO 45001 certification based on occupational health and safety management (weight equal to 10% of the variable cash component). Upon reaching the goal Gates - the payout of the objectives will be 70% and will increase linearly thereafter.
• (iii) a medium-long-term variable component, represented by participation in the LTI Plan, the payment of which is subject to the achievement of the performance targets set out in the Plan Regulation.

For the above purposes, the Nomination and Remuneration Committee verifies on an annual basis the achievement of the Company's and the Group's performance targets set for the previous year and makes its proposals to the Board of Directors accordingly. On this basis, the Board of Directors, having consulted with the Board of Statutory Auditors, decides on the variable components of the Chief Executive Officer's remuneration. No bonus is paid unless the minimum levels of the objectives set by the BoD are met.

In addition, on the proposal of the Nomination and Remuneration Committee, the Board of Directors may grant extraordinary bonuses to the Chief Executive Officer which are linked to the success of transaction of particular strategic importance for the Company and the Group.

As regards the weight of the fixed component within the remuneration, it should be noted that the CEO remuneration package complies with the following criteria: (a) the fixed component is 46% of the total annual remuneration (including the remuneration arising from participation in the medium-long-term incentive plans that may be approved by the Company, on an annual basis) expected if the targets underlying the variable remuneration schemes are punctually achieved and (b) the variable component, also taking into account the overachievement of targets underlying the variable remuneration schemes, is 54% of the total annual remuneration (including the remuneration arising from participation in the medium-long-term incentive plans that may be approved by the Company, on an annual basis; in particular, 25% represents the remuneration that can be received by way of short-term incentive plans (STI) and 29% the remuneration that can be received from participation in the medium-long-term incentive plans).

(f.2) Other Executive Directors

If Executive Directors are appointed other than the Chief Executive Officer, their remuneration, in addition to a fixed component determined by the Shareholders' Meeting, may include a short- or long-term variable component, as determined by the Board of Directors, on the proposal of the Nomination and Remuneration Committee.

(f.3) Executives with Strategic Responsibilities

The remuneration of Executives with Strategic Responsibilities consists of fixed and variable remuneration. The objective is to attract, motivate and retain highly qualified executives, by offering them a competitive remuneration package that rewards their managerial skills and their contribution to the growth of the Company and the Group. The remuneration of these Executives, comprising a fixed component and a variable component, is intended to create sustainable value in the medium and long term and to ensure a direct link between the remuneration and the specific objectives of the Company and the Group. These emoluments are decided by the Board of Directors, after consulting with the Nomination and Remuneration Committee.

In general terms, the remuneration package for Executives with Strategic Responsibilities consists of the following elements: (i) a gross annual fixed component; (ii) a short-term cash variable component, the payment of which is subject to achieving predetermined targets; (iii) a medium-long-term variable component, as a result of participation in any medium-long-term incentive plans; (iv) benefits granted under the applicable National Collective Labour Agreement and company practices, in line with the best market practices for companies comparable to Fiera Milano.

The fixed remuneration component of Executives with Strategic Responsibilities is established in an amount sufficient to remunerate performance even if the variable components are not paid due to non-achievement of the pre-established performance objectives. As for the shortterm cash variable component, this allows performance to be assessed on an annual basis. In

particular, the objectives of the short-term incentive plan (STI) for Executives with Strategic Responsibilities are set by the Chief Executive Officer in line with company policies. The accrual of the short-term variable component is subject to satisfying an access condition ('Gate') established by the Board of Directors on the basis of annual planning objectives (see paragraph d) above).

For Executives with Strategic Responsibilities: (a) the fixed remuneration component represents an average 53% of the total annual remuneration (including the remuneration arising from participation in the medium-long-term incentive plans which may be approved by the Company, on an annual basis) expected if the targets underlying the variable remuneration schemes are punctually achieved; and (b) the variable component, also taking into account the overachievement of targets underlying the variable remuneration schemes, is an average 47% of the total annual remuneration (including the remuneration arising from participation in the medium-long-term incentive plans that may be approved by the Company, on an annual basis; in particular, 21% represents the remuneration that can be received by way of shortterm incentives and 26% the remuneration that can be received from participation in the medium-long-term incentive plans).

Lastly, in addition to the incentive plans (STI) and the medium-long-term variable component (LTI), the Chief Executive Officer may, exceptionally, grant bonuses to Executives with Strategic Responsibilities for the completion of corporate transactions that are deemed of great strategic relevance for the Company.

(f.4) Remuneration of the members of the control body

Pursuant to Article 2402 of the Italian Civil Code, the remuneration of the members of the Board of Statutory Auditors is determined by the Shareholders' Meeting at the time of their appointment for the entire period of their office in a fixed annual amount. The Statutory Auditors are also entitled to reimbursement of documented expenses incurred in the performance of their duties.

The members of the Control Body receive remuneration commensurate with the competence, professionalism and commitment required by the importance of their role, and with the size and sector of the Company. On this point, the majority shareholder - from whose list the entire Board of Statutory Auditors was drawn in the absence of minority lists - proposed that in determining the remuneration of the Board of Statutory Auditors, the Shareholders' meeting take due account of the 'Considerations on remuneration' of the 'Guidelines for Shareholders on the renewal of the Board of Statutory Auditors' drawn up by the outgoing Board of Statutory Auditors in office during the previous three years.

(f.5) Other beneficiaries

Other Group executives (other than Executives with Strategic Responsibilities) are also subject to a performance evaluation system, based on incentive plans, in line with company policies. The Group establishes a maximum limit to the incentive payable if the objectives are exceeded, which is 50% of the RAL for Bonuses granted to executives (other than Executives with Strategic Responsibilities).

(g)Non-monetary benefits

In addition to the reimbursement of expenses incurred in the performance of their duties, the Company may take out insurance policies for the benefit of the Directors, such as civil liability insurance and policies covering occupational and non-occupational accidents.

The Company may also grant non-monetary benefits to its executives, including a company car for mixed business-personal use, legal protection, life insurance, accident insurance, permanent disability insurance due to illness, reimbursement of medical expenses, travel policy, in line with best market practices and taking into account their role and/or reasons for service. Please refer to Section II of this Report for a description of insurance benefits.

(h) Criteria for determining the variable remuneration component

Please refer to point (f) above.

(i) Criteria used for assessing the achievement of performance objectives underlying the award of variable remuneration components

Please refer to paragraph (f) above with regard to the performance objectives set for the short and medium to long-term variable remuneration components.

(j) Contribution of the Remuneration Policy to the corporate strategy and to the pursuit of the long-term interests and sustainability of the Company

Please refer to point (f) above.

In addition, the Company has formalised a risk management policy, details of which are provided in the chapter 'Risk factors relating to the Fiera Milano Group' included in the Board of Directors' Report on operations in the Annual Financial Report, which is available at www.fieramilano.it investors/Governance section.

(k) Deferred payment systems and claw-back mechanisms

The Company applies claw-back mechanisms for the purpose of risk containment and as expost corrective measures to the variable remuneration linked to both short and medium-longterm incentive schemes.

The claw-back mechanisms operate irrespective of whether the employment is still in place or it has been terminated, allowing the Company to demand the return, in whole or in part, of variable remuneration components the amount of which was determined on the basis of data which subsequently proved to be manifestly incorrect due to the beneficiary's breach of corporate, contractual or legal regulations, or due to his or her individual wilful or grossly negligent conduct aimed at altering the data used to measure the achievement of objectives

With regard to the medium-long-term variable component of remuneration and therefore to the principles contained in the LTI Plan, the Plan Regulation contains adequate retention mechanisms as well as appropriate claw-back clauses that enable the Company to request the return of variable remuneration components already paid upon occurrence of the conditions expressly identified under the aforementioned Plan Regulation.

(l) Clauses for holding financial instruments in the portfolio

In line with comparable best market practices, the LTI Plan provides that 50% of the Company's shares vested upon achievement of the performance targets set out in the 2023 Plan Regulation may not be transferred or restricted or be the subject of other inter vivos acts of disposals for any reason whatsoever for two years from the date the vested shares are received (lock-up period).

(m)Compensation in the event of resignation, dismissal or termination of employment

The Company is not expected to enter into agreements with Directors, Executives with Strategic Responsibilities and other managers regulating ex ante the financial aspects of early termination of the employment at the initiative of either the Company or of the employee ('good leaver' or 'bad leaver' clauses). In the event of termination of the relationship with Fiera Milano and/or other Group companies for reasons other than just cause, the practice is to reach a mutual agreement for the termination. Without prejudice, in any case, to the applicable legal and/or contractual obligations, such agreements shall be based on best market practice, also taking into account the country where the agreement is entered into.

With specific reference to the Chief Executive Officer and the Executives with Strategic Responsibilities, in the event of early termination of the mandate/employment on the Company's initiative for just cause, the right to short (STI) and medium-long-term variable remuneration (relating to participation in any medium-long-term incentive plans) is forfeited. In addition, the short-term incentives (STI) shall (i) not be paid if, during the first half of each reference year, the Chief Executive Officer and/or the Executives with Strategic Responsibilities resign or withdraw from their office before expiration, without just cause, and (ii) shall be paid pro rata temporis if, during the second half of each reference year, the Chief Executive Officer and/or the Executives with Strategic Responsibilities resign or withdraw from their office prior to expiration, without just cause.

As regards the LTI Plan, the good leaver and bad leaver clauses and their respective consequences on beneficiaries of the LTI Plan are governed by the specific Plan Regulation.

(n) Insurance covers, social security or pension indemnities other than compulsory insurance

As mentioned in paragraph f) above, non-monetary benefits may include, by way of example, insurance and pension policies. Please refer to Section II of this Report for a description of existing policies.

(o) Remuneration policy for special offices

The BoD may decide to grant the members of the committees established within the BoD (i.e. Control and Risk Committee and Nomination and Remuneration Committee) a fixed remuneration in addition to the remuneration they receive as members of the Board of Directors. Each member of the Committees is also entitled to the reimbursement of expenses incurred in the performance of his/her duties.

The Chairman of the Board of Directors does not receive any variable remuneration component.

(p) Group Policy

Fiera Milano has defined its remuneration policy with the support of a leading executive remuneration consulting company (Mercer); It also conducts annual salary positioning analyses using the Italian Mercer Executive Remuneration Guide (MERG) and Mercer Total Remuneration Survey.

(q) Elements of the policy that can be waived in exceptional circumstances

Pursuant to the provisions of Article 123-ter, paragraph 3-bis, of the Consolidated Law on Finance, in exceptional circumstances the Company may waive the following elements of the Remuneration Policy:

• ₋ awarding of one-off cash bonuses;
• ₋ allocation of special indemnities;
• ₋ change in the ratio of fixed to variable remuneration;
• ₋ reconfiguration of performance targets to which the variable remuneration component is linked and frequency for setting such targets, as well as review of criteria used to assess these targets.

Exceptional circumstances are of an exceptional, non-recurring nature and are part of a process for waiving other variable remuneration instruments. As such, they must be justified by objective and measurable reasons, described and justified appropriately.

More generally, the term 'exceptional circumstances' refers to situations in which a deviation from the Remuneration Policy is necessary in order to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to continue operating on the market, such as but not limited to (i) the occurrence, at national or international level, of extraordinary and unforeseeable events concerning the Company or the sectors and/or markets in which it operates, which significantly affect the Company's results, including the occurrence of significant adverse effects not only of a financial nature, such as those resulting from the Covid-19 health emergency and the recent conflict in Ukraine; (ii) substantial changes in the organisation of business activities, both objective (such as corporate transactions, mergers, disposals, etc.) and subjective, such as changes in the Top Management team and the identification of persons (other than directors and statutory auditors) qualifying as executives with strategic responsibilities with relevance for the Remuneration Policy; or (iii) significant changes in the Company's scope of business during the period of validity of the Policy, such as the disposal of a company/business unit whose activities were used for measuring performance objectives under the Policy or the acquisition of a significant business that was not considered when drafting the Policy.

Waivers shall be subject to prior examination by the Nomination and Remuneration Committee and subject to the application of the rules set out in the Procedure for Related Party Transactions, where applicable.

Please note that the Remuneration Policy prepared in FY2022 was approved by a majority of 94.38% of the votes cast by the Shareholders attending the Shareholders' Meeting of 22 April 2022, who did not express any opinion regarding the Remuneration Policy, either at the meeting or subsequently.

This Remuneration Policy - as previously noted - is substantially in line with the one previously approved by the Shareholders' Meeting of 22 April 2022.

SECTION TWO

This section, with a breakdown by name for the remuneration attributed to Directors, Statutory Auditors and General Managers, and as an aggregate for the remuneration attributed to Executives with Strategic Responsibilities:

₋ in the first paragraph (i) provides an adequate, clear and comprehensible representation of each of the items that make up the remuneration, including payments in the event of termination of office or termination of employment (where applicable), highlighting compliance with the company's remuneration policy approved in the prior year and the way in which the remuneration contributes to the Company's long-term results; (ii) describes how the Company has taken into account the vote expressed the previous year by the Shareholders' Meeting on Section Two of the Remuneration Report;

• ₋ in the second paragraph, it describes in detail the remuneration paid in the relevant year (i.e. 2022, hereinafter "Financial Year"), for any reason and in any form, by the Company, its subsidiaries or affiliates, indicating those components that refer to activities carried out in previous years and highlighting the remuneration to be paid in one or more subsequent years for activities carried out in the reporting year, possibly indicating an estimated value for components that cannot be objectively quantified in the reporting year;
• ₋ in the third paragraph, is specifies, in accordance with the criteria set out in Annex 3A, Schedule 7-ter of the Issuers' Regulation, the shareholdings held in the Issuer and its subsidiaries by members of the governing and control bodies, the general manager and other executives with strategic responsibilities (where identified) as well as by their spouses who are not legally separated and minor children, directly or through subsidiaries, trust companies or intermediaries, as they result from the shareholders' register, from communications received and from other information obtained from the members of the governing and control bodies, from the general manager and from the other executives with strategic responsibilities (where identified).

I. Remuneration of members of the governing and control bodies

The fixed remuneration of BoD members is in line with the market. The aggregate remuneration determined by the Shareholders' Meeting on 20 April 2020 was allocated as follows:

• to the Chairman of the Board of Directors, a fixed annual remuneration of Euro 107,000.00 (one hundred and seven thousand/00);
• to all the other Directors (including the Independent Directors), a fixed annual remuneration of Euro 35,000.00 (thirty-five thousand/00) and an attendance fee of Euro 350.00 (three hundred and fifty/00) for each Board meeting attended by the Director, in addition to the reimbursement of documented expenses incurred by them in the performance of their duties.

In addition to the remuneration determined by the Shareholders' Meeting, Directors who are also members of the Committees set up within the Board of Directors receive an additional fixed remuneration as detailed below.

For the purposes of remuneration, a distinction is made among the members of the BoD:

• Directors holding special offices who may also be given specific delegated powers;
• Directors not holding special offices.

1. Directors holding special offices

Chairman of the Board of Directors

Following his appointment initially by the Board of Directors on 25 April 2020, subsequently confirmed by the Shareholders' Meeting on 2 October 2020, Mr Carlo Bonomi was appointed Chairman of Fiera Milano, and was granted the remuneration already approved by the Shareholders' Meeting of 20 April 2020 of Euro 107,000.00 (one hundred and seven thousand/00) on an annual basis.

In addition to the above, as from 1 January 2021, by virtue of BoD resolution of 15 December 2020, the Chairman of the Board of Directors, Mr Carlo Bonomi, has been tasked with overseeing and implementing the Company's external relations also in the international arena.

In view of the specific and additional tasks carried out for the benefit of the Company and not included in those typically associated with the position of Chairman of the Board of Directors, and also taking into account the additional activities required to deal with the adverse impact of the current pandemic on Fiera Milano, the Board of Directors, having consulted with the Nomination and Remuneration Committee and the Board of Statutory Auditors, has approved the payment to the Chairman of the Board of Directors, as from 1 January 2021, of an additional annual emolument of Euro 45,000.00 (forty-five thousand/00).

Under no circumstances have the chairmen of the Board of Directors been attributed variable remuneration components.

Chief Executive Officer

Following his appointment by the Board of Directors on 15 December 2020, Mr Luca Palermo took over as Chief Executive Officer and General Manager from 1 January 2021. With effect from 1 January 2021, Mr Luca Palermo receives a remuneration of Euro 360,000.00 (three hundred and sixty thousand/00) in his capacity as Executive with duties as General Manager of the Company. In addition to this remuneration Mr Palermo receives an emolument for his position as Director, which was determined in Euro 35,000 (thirty-five thousand/00) by the Company's Shareholders' Meeting; hence, his total fixed remuneration amounts to Euro 395,000.00 (three hundred and ninety-five thousand/00).

2. Directors not holding special offices, members of Committees and members of the Board of Statutory Auditors

Directors not holding special offices

The Directors who do not hold special offices are:

₋ Alberto Baldan;

• ₋ Stefania Chiaruttini;
• ₋ Regina De Albertis;
• ₋ Francesca Golfetto;
• ₋ Ferruccio Resta;
  • Agostino Santoni;
• ₋ Elena Vasco.

The emoluments paid to the Directors not holding special offices and to Committee members amount to Euro 35,000.00 (thirty-five thousand/00) for each Director respectively.

In addition, the Board of Directors, at its meeting of 25 April 2020, resolved to grant an additional fixed remuneration to the Directors who are also members of one or more of the committees set up within the Board of Directors. In this regard, due to the different functions carried out by the Risk and Sustainability Committee and the Nomination and Remuneration Committee respectively, as well as the activities and duties required of these Committees, the Nomination and Remuneration Committee proposed to differentiate the emoluments paid to the Directors who are also members of the Risk and Sustainability Committee and the Nomination and Remuneration Committee as follows:

• ₋ Euro 25,000.00 (twenty-five thousand/00) for each member of the Risk and Sustainability Committee, excluding the Chairman; and
• ₋ Euro 22,500.00 (twenty-two thousand five hundred/00) for each member of the Nomination and Remuneration Committee, excluding the Chairman.

Taking into account the commitment, also in terms of time, required from the Chairmen of the Risk and Sustainability Committee and of the Nomination and Remuneration Committee respectively, it has been proposed to increase their remuneration as follows:

• ₋ Euro 30,000.00 (thirty thousand/00) for the Chairman of the Risk and Sustainability Committee, excluding the Chairman; and
• ₋ Euro 25,000.00 (twenty-five thousand/00) for the Chairman of the Nomination and Remuneration Committee.

Therefore, the above amounts refer to the emoluments received as of 1 January 2021.

Each member of the BoD is also entitled to the reimbursement of expenses incurred in the performance of his/her duties.

In line with best practice, no variable remuneration component is granted to Directors not holding special offices.

Board of Statutory Auditors

The Ordinary Shareholders' Meeting of 28 April 2021 appointed the Board of Statutory Auditors. The standing members of the Board of Statutory Auditors are:

• ₋ Monica Mannino (Chairperson);
• ₋ Daniele Federico Monarca (standing auditor);
• ₋ Piero Antonio Capitini (standing auditor).

Their gross annual remuneration was defined as follows:

• ₋ up to and including 31 December 2021, Euro 50,000.00 (fifty thousand/00) to the Chairman of the Board of Statutory Auditors and Euro 35,000.00 (thirty-five thousand/00) to each Standing Auditor;
• ₋ from 1 January 2022, Euro 55,000.00 (fifty-five thousand/00) to the Chairman of the Board of Statutory Auditors and Euro 40,000.00 (forty thousand/00) to each Standing Auditor.

II. Remuneration of Executives with Strategic Responsibilities

As of 1 June 2021, Mr Andrea Maldi will hold the position of Chief Financial Officer with the title of Executive with Strategic Responsibilities and Financial Reporting Officer. For the assigned roles, the gross annual remuneration is €245,000.00 (two hundred and fifty thousand/00).

On 15 March 2021, the Board of Directors also resolved on the appointment of Mr Mario Franci as Chief Revenues Officer and Manager with Strategic Responsibilities of the Company. In addition, on 1 April 2022, the Company informed the market of the consensual termination of the employment relationship with Mr Mario Franci as Chief Revenues Officer and Manager with Strategic Responsibilities of the Company, effective 30 April 2022.

III. Insurance covers, social security or pension indemnities other than compulsory insurance

in line with best practices, a civil liability insurance policy is also in place for: the Directors (including the Directors of Group Companies); the members of the Boards of Statutory Auditors of Group Companies; the members of the Supervisory Boards of Group Companies; employees qualifying as Health and Safety Managers of Group Companies; and for the Company's Risk Manager. The policy covers acts committed in the exercise of their duties, excluding cases of wilful misconduct and gross negligence. Finally, a policy covering professional and nonprofessional accidents is provided for the Company's Directors.

IV. Performance Shares Plan 2021-2022

The 2021 Plan, which aims to provide an incentive to the Company's management, envisaged the free allocation by the Company to beneficiaries identified by name by the Board of Directors of a certain number of ordinary shares of the Company (the 'Shares') against the achievement of specific and preset performance targets, measured at the end of each financial year of reference.

The Board of Directors' meeting of 28 April 2021, based on the proposals formulated by the Nomination and Remuneration Committee, started the implementation of the 2021 Plan with the definition of the Regulations of the 2021-2022 Performance Shares Plan and the necessary corporate and contractual documentation, and with the identification by name of the recipients of the 2021 Plan and the granting of the mandates required for its implementation.

In particular, the Board of Directors identified as beneficiaries of the 2021 Plan the Chief Executive Officer, Mr Luca Palermo, the Executives with Strategic Responsibilities in the person of the Chief Financial Officer, Mr Andrea Maldi, and the Chief Revenues Officer, Mr Mario Franci, and other members of the Group's management, identified due to the importance of the position held. To implement the 2021 Plan, 422,577 Ordinary Shares of the Company were originally allocated.

Pursuant to the Regulations of the 2021 Plan, the vesting of the variable remuneration component (i.e. Company Shares) presupposes the achievement of specific performance targets, (i) Implementation of Extraordinary Operations (ii) Reduction of Total Waste Produced (Kg/sq.m.) (iii) Implementation of Engaged Survey for the definition of the 2021 baseline and improvement of the same for the year 2022.

Significant Extraordinary Transactions include the following: (i) acquisition of individual trade fairs or lines of business; (ii) acquisition or disposal of significant/qualifying shareholdings, entering into business partnerships aimed at turnover growth > 3 ml/€; (iii) transactions in line with the Strategic Plan that strengthen the strategic position in Italy through consolidation or abroad on specific supply chains. The costs of the 2021 Plan were included in the forecasts of the Strategic Plan mentioned above so that the cost of the incentive system would be 'selffinanced' by achieving the targets.

Please note that during 2022 (i) the Chief Revenues Officer terminated his employment with the Group, thereby forfeiting his right to receive incentive payments under the 2021 Plan; (ii) one of the four members of management was chosen in July 2022, thus providing for inclusion in the next incentive plan. To implement the 2021 Plan, the allocations of the Shares were consequently adjusted, reducing them to a total of 332,558 Ordinary Shares of the Company.

To perform the 2021 Plan, following the verification by the Board of Directors of the achievement of the performance targets for 2022, a total of 257,748 Common Shares of the

Company will be granted, subject to the approval of the Financial Statements as of 31 December 2022 by the Ordinary Shareholders' Meeting.

For further information on implementing the 2021 Plan, please refer to the Tables below, prepared under Schedule 7-bis, of Annex 3A, of the Issuers' Regulations.

V. Comparative information

Comparative information is provided below for FY 2021 and FY 2022 regarding the annual change:

• (i) in the total remuneration of each of the persons for whom the information in this Section of the Report is provided by name;
• (ii) of the Company's results;
• (iii) in the average gross annual remuneration, on an FTE basis, of employees other than those whose remuneration is disclosed by name in this section of the Report.

	2021	2022
Total remuneration of persons for whom information is provided by
name
Executives with Strategic Responsibilities
Luca Albino Palermo	Euro 560,499	Euro 702,647
Strategic Executives(DRS)	Euro 483,958	Euro 416,736
	(No. 2 DRS)	(No. 1 DRS)
Strategic Executives no longer in office	Euro 229,419	Euro 87,137
	(No. 1 DRS)	(No. 1 DRS)
Board members	Euro 573,897	Euro 540,892
Board of Statutory Auditors	Euro 120,410	Euro 135,410
Total	Euro 1,968,183	Euro 1,882,822

Company Results
Consolidated EBITDA post-IFRS 16	Euro 77,170,000	Euro 58,403,000
Average gross annual remuneration of full-time employees other than those whose remuneration is disclosed by name
Total remuneration of full-time employees of the Group	Euro 41,489,000	Euro 44,413,000
Average remuneration of full-time employees of Fiera Milano	Euro 47,406	Euro 48,582

* * *

For the sake of completeness, please note that the remuneration paid in FY 2022 is consistent, in terms of its amount and items, with the Remuneration Policy defined by the Company and approved by the Shareholders' Meeting most recently on 22 April 2022. The aforementioned Shareholders' Meeting also voted in favour of Section II of the Report, with a non-binding resolution approved by a majority of 94.38% of the voting participants; therefore, the Company believes that it has adequately represented the items making up the remuneration of the relevant persons specified in this Section II in accordance with the requirements of the applicable regulations.

Surname and Name Position held Period Position Fixed remuneration Employee Attendance Remuneration for Bonus and Non-monetary Other Totalr employment termination position expiring on salary Fee participation other incentives benefits remuneration held in committees TFR Carlo Bonomi Chairman in office 01/01 - 31/12 31/12/2022 152.000 - 3.500 - - 985 156.485 Remuneration in the company that draws up the financial statements 152.000 - 3.500 - - 985 - 156.485 Remuneration from subsidiaries and associates - Luca Albino Palermo Director 01/01 - 31/12 31/12/2022 35.000 3.500 38.500 44.962 - - Remuneration in the company that draws up the financial statements 35.000 399.113 3.500 - 259.200 5.834 - 702.647 44.962 Remuneration from subsidiaries and associates - Alberto Baldan Director 01/01 - 31/12 31/12/2022 35.000 2.800 410 38.210 Nomination and Remuneration Committee Member 01/01 - 31/12 31/12/2022 22.500 - 22.500 Remuneration in the company that draws up the financial statements 57.500 - 2.800 - - 410 - 60.710 Remuneration from subsidiaries and associates - Stefania Chiaruttini Director 01/01 - 31/12 31/12/2022 35.000 3.150 38.150 Risk and Sustainability Committee 01/01 - 31/12 31/12/2022 30.000 30.000 Remuneration in the company that draws up the financial statements 65.000 - 3.150 - - - 68.150 Remuneration from subsidiaries and associates - Regina De Albertis Director 13/10-31/12 Ass.a 27/4/2023 7.486 - 1.050 112 8.648 Remuneration in the company that draws up the financial statements 7.486 - 1.050 - - 112 - 8.648 Remuneration from subsidiaries and associates - Anna Gatti Director 01/01 - 10/05 10/05/2022 12.596 - 700 261 13.557 Remuneration in the company that draws up the financial statements 12.596 - 700 - - 261 - 13.557 Remuneration from subsidiaries and associates - Francesca Golfetto Director 01/01 - 31/12 31/12/2022 35.000 3.150 410 38.560 Risk and Sustainability Committee 01/01 - 31/12 31/12/2022 25.000 25.000 Remuneration in the company that draws up the financial statements 60.000 - 3.150 - - 410 - 63.560 Remuneration from subsidiaries and associates - Angelo Meregalli Director 01/01 - 27/7 27/07/2022 20.125 1.750 149 22.024 Risk and Sustainability Committee 01/01 - 27/7 27/07/2022 14.375 - 14.375 Remuneration in the company that draws up the financial statements 34.500 - 1.750 - - 149 - 36.399 Remuneration from subsidiaries and associates - Marina Natale Director 01/01 - 27/7 27/07/2022 20.125 2.100 149 22.374 Nomination and Remuneration Committee Member 01/01 - 27/7 27/07/2022 12.938 12.938 Remuneration in the company that draws up the financial statements 33.063 - 2.100 - - 149 - 35.312 Remuneration from subsidiaries and associates - Ferruccio Resta Director 14/06-31/12 Ass.a 27/4/2023 19.038 - 1.750 261 21.050 Remuneration in the company that draws up the financial statements 19.038 - 1.750 - - 261 - 21.050 Remuneration from subsidiaries and associates - Agostino Santoni Director 7.486 - 1.050 112 8.648 Nomination and Remuneration Committee Member 13/10-31/12 Ass.a 27/4/2023 4.813 Remuneration in the company that draws up the financial statements 12.299 - 1.050 - - 112 - 13.461 Remuneration from subsidiaries and associates - Elena Vasco Director 01/01 - 31/12 31/12/2022 35.000 3.150 410 38.560 Chairman of the Nomination and Remuneration Committee Member 01/01 - 31/12 31/12/2022 25.000 25.000 Remuneration in the company that draws up the financial statements 60.000 - 3.150 - - 410 - 63.560 Remuneration from subsidiaries and associates - (euro) End-of-office Surname and Name Position held Period Position Fixed remuneration Employee Attendance Remuneration for Bonus and Non-monetary Other Totalr employment termination position expiring on salary Fee participation other incentives benefits remuneration held in committees TFR Monica Mannino Chairman of the Board of Statutory Auditors 01/01 - 31/12 31/12/2023 55.000 55.000 Remuneration in the company that draws up the financial statements 55.000 - - - - - - 55.000 Remuneration from subsidiaries and associates Statutory Auditor 01/01 -31/12 31/12/2024 9.000 9.000 Daniele Monarca Standing Statutory Auditor 01/01 - 31/12 31/12/2023 40.000 410 40.410 Remuneration in the company that draws up the financial statements 40.000 - - - - 410 - 40.410 Remuneration from subsidiaries and associates - Piero Capitini Standing Statutory Auditor 01/01 - 31/12 31/12/2023 40.000 40.000 Remuneration in the company that draws up the financial statements 40.000 - - - - - - 40.000 Remuneration from subsidiaries and associates Statutory Auditor 01/01 -31/12 31/12/2024 9.000 9.000 Strategic Executives No. 1 Executive with Strategic Responsibilities in office 01/01 - 31/12 31/12/2022 270.577 141.120 5.039 416.736 28.264 No. 1 Executive with Strategic Responsibilities no longer in office 01/01 -31/05 30/04/2022 84.451 2.685 87.136 6.394 - Remuneration in the company that draws up the financial statements - 355.028 - - 141.120 7.724 - 503.873 34.658 Remuneration from subsidiaries and associates 03/05 -31/12 -						(euro)
						End-of-office indemnity
						indemnity

Surname and Name	Position held	Period position held	Position expiring on	Fixed remuneration	Employee salary	Fee	Attendance Remuneration for Bonus and Non-monetary in committees	participation other incentives		Other benefits remuneration	Totalr employment termination
Monica Mannino	Chairman of the Board of Statutory Auditors	01/01 - 31/12	31/12/2023	55.000							55.000
Remuneration in the company that draws up the financial statements				55.000		-	-	-	-	- -	55.000
Remuneration from subsidiaries and associates	Statutory Auditor	01/01 -31/12	31/12/2024	9.000							9.000
Daniele Monarca	Standing Statutory Auditor	01/01 - 31/12	31/12/2023	40.000					410		40.410
Remuneration in the company that draws up the financial statements				40.000		-	-	-	- 410	-	40.410
Remuneration from subsidiaries and associates
Piero Capitini	Standing Statutory Auditor	01/01 - 31/12	31/12/2023	40.000							40.000
Remuneration in the company that draws up the financial statements				40.000		-	-	-	-	- -	40.000
Remuneration from subsidiaries and associates	Statutory Auditor	01/01 -31/12	31/12/2024	9.000							9.000
Strategic Executives
No. 1 Executive with Strategic Responsibilities in office		01/01 - 31/12	31/12/2022		270.577			141.120	5.039		416.736
No. 1 Executive with Strategic Responsibilities no longer in office		01/01 -31/05	30/04/2022		84.451				2.685		87.136
Remuneration in the company that draws up the financial statements				-	355.028		-	- 141.120	7.724		- 503.873
Remuneration from subsidiaries and associates		03/05 -31/12

Remuneration in the company that draws up the financial statements	683.482		754.141 27.650		- 400.320	17.229		- 1.882.822	79.620
Remuneration from subsidiaries and associates	18.000	-	-	-	-		- -	18.000	-

Name and Surname	Office	Investee company	owned as at 31.12.2021	No. of Shares No. of SharesNo. of Shares vested*	sold	No. of Shares owned as at 31.12.2022
Directors
Carlo Bonomi	Chairman	Fiera Milano SpA		0 0	0	0
Luca Palermo	Chief Executive Officer	Fiera Milano SpA		0 125.998	0	0
Alberto Baldan	Director	Fiera Milano SpA		0 0	0	0
Stefania Chiaruttini	Director	Fiera Milano SpA		0 0	0	0
Anna Gatti	Director	Fiera Milano SpA		0 0	0	0
Francesca Golfetto	Director	Fiera Milano SpA		0 0	0	0
Angelo Meregalli	Director	Fiera Milano SpA		0 0	0	0
Marina Natale	Director	Fiera Milano SpA		0 0	0	0
Elena Vasco	Director	Fiera Milano SpA		0 0	0	0
Statutory Auditors Monica Mannino Daniele Federico Monarca Pietro Capitini	Chairman Standing Statutory Auditor Fiera Milano SpA Standing Statutory Auditor Fiera Milano SpA	Fiera Milano SpA		0 0 0 0 0 0	0 0 0	0 0 0
Riccardo Raul Bauer	Chairman no longer in officeFiera Milano SpA			0 0	0	0
Mariella Tagliabue	Statutory Auditor no longer in office Fiera Milano SpA			0 0	0	0
No. of Executives	Investee			No. of Shares No. of SharesNo. of Shares		No. of Shares
with Strategic Resp.	company		owned	vested*	sold	owned
			as at 31.12.2021			as at 31.12.2022
Current Strategy Executive** Other Executives **	Fiera Milano SpA Fiera Milano SpA	no. 1 no. 3	0	38.750 93.000	0	0
**Allotment of shares on 28 April 2021 under the 2021-2022 Performance Share Plan.

257.748

Table 3A: Incentive plans based on financial instruments, other than stock options, for members of the administrative body, general managers and other managers with strategic responsibilities.

			Financial instruments allocated in the previous Financial instruments allocated during years non-vested the year during the year								Financial instruments vested during the year and allocated		Financial instruments for the year
A	B	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)
Name and Surname	Office	Plan (relative date resolves)	Number and type of financial instruments(1 )	Vesting period	Number and type of financial instrument s	Fair value on the date of allocation	Vesting period	Date of Allocation	Market price on allocation	Number and type of financial instruments	Number and type of financial instruments	Value on the date of (2) accrual	(3) Fair value

(1) On 28 April 2021, the Board of Directors verified that the conditions for proceeding with the assignment of the Shares under the provisions of the 2021-2022 Performance Shares Plan Regulations were met. (2) Value of the share at the date of approval of the 2022 Draft Financial Statements by the Board of Directors meeting of 15 March 2023 2.88

(3) Fair Value at the date of allocation: 1st Vesting 3,474 (Year 2021) and 2nd Vesting 3,353 (Year 2022)

Luca Palermo Chief Executive Officer in office
(I) Remuneration in the company that draws up the Financial Statements Performance Shares Plan 2021-2022	28 April 2021	162,578 (4) Common shares - 81,289 (5) Common shares				36,580	44,709(6)	€ 128,762	€ 411,160

(4) Total number of shares allocated for the 2021_2022Plan

(5) No. Common shares accrued following the approval of the 2021 results by the Shareholders' Meeting on 22 April 2022

(6) Please note that these Shares will be made available after a lock-up period and subject to clawback clauses in compliance with the provisions of the Performance Shares Plan Regulations.

Andrea Maldi Executive with Strategic Responsibilities in office
(I) Remuneration in the company that draws up the Financial Statements Performance Shares Plan 2021-2022	28 April 2021	50,000 Common shares - 25,000 Common shares				11,250	13,750	€ 39,600	€ 126,450

Other Beneficiaries (no. 3 subjects)
(I) Remuneration in the company that draws up the Financial Statements Performance Shares Plan 20121-2022	28 April 2021	120,000 Common Shares - 60,000 Common shares				27,000	33,000	€ 95,040	€ 303,480
(II) Remuneration from subsidiaries and associates	n.a.

(II) Remuneration from subsidiaries and n.a. associates
---------------------------------------------------------------

(III) TOTAL (*)	332,578 Common shares - 166,289 Common shares						74,830	91,459	€ 263,402	€ 841,090
-----------------	-----------------------------------------------------------------	--	--	--	--	--	--------	--------	-----------	-----------

(*) Please note that following the loss of the right to participate in the 2021-2022 Performance Share Plan by two beneficiaries, the number of ordinary shares available to the Plan, reported herein, has been adjusted accordingly.

Table 3B: Monetary incentive plans for members of the administrative body, general managers and other managers with strategic responsibilities

A	B	(1)	(2)				(4)
									Other
Name and Surname	Office	Plan	Bonus of the Year			Bonus from previous years (2021)			Bonuses
		Relative date	(A)	(B)	(C)	(A)	(B)	(C )
			Dispensable/dispense				Postpone
		resolves	d	Postponed	Deferral period	Dispensed	d	Deferral period

Luca Palermo Chief Executive Officer in office
(I) Remuneration in the Company that draws up the financial
statements
	15
				€
MBO Plan 2022	March	€ 259,200		151,200
	2022
	28
Performance Shares Plan 2021-2022	April	'**		'**
	2021

Andrea Maldi Executives with Strategic Responsibilities in office
(I) Remuneration in the Company that draws up the Financial Statements
One-off				€ 30,000
MBO Plan 2022	15 March 2022	€ 141,120	'**	€ 78,890
Performance Shares Plan 2021-2022	28 April 2021	'**		'**
(II) Remuneration from subsidiaries and associates	n.a.
TOTAL		€ 400,320		€ 260,090

(**) For the sake of clarity, please note that the 2021-2022 Performance Shares Plan consists solely of financial instruments, as shown in the previous table

CERTIFIED