Report on the Remuneration Policy and remuneration paid

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

Report on the Remuneration Policy and remuneration paid

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

FIERA MILANO S.p.A. Registered office Piazzale Carlo Magno, 1 - Milan VAT NUMBER 13194800150

Contacts [email protected] Website www.fieramilano.it

Approved by the Board of Directors on 13 March 2024

Contents 3

Letter from the Chairperson of the Nomination and Remuneration Committee.....................4

Background..................6

Who we are...................7

The distinctive features of Fiera Milano's business model................................8

Sustainable identity of Fiera Milano ...........9

Our People..................11

Overview.......................12

SECTION I REMUNERATION POLICY

Governance................21

Bodies and Individuals involved.........................21

Shareholders' Meeting .........................22

Board of Directors .. ²²

Nomination and Remuneration Committee...................22

Other relevant functions.......................25 Board of Statutory Auditors.........................25

Independent experts...........................26

Remuneration Policy approval process..........................26

Provision for exceptions to elements of the Remuneration Policy..............................28

Purposes, principles and tools.......................28

1

Remuneration Policy..............................30

1.1 The Chairperson of the Board of Directors .........31
1.2 Non-Executive Directors ........................31
1.3 Board of Statutory Auditors .........................31
1.4 The Chief Executive Officer and General Manager ........................33
1.5 Key Executives ..............38
1.6 Other Executive Directors ........................43
1.7 Malus and claw back clauses ..........................43

SECTION II IMPLEMENTATION OF THE 2023 REMUNERATION POLICY

2

Introduction................45

2.1 The Board of Directors...45
2.2 The Chairperson of the Board of Directors .........46
2.3 Non-Executive Directors ........................46
2.4 Board of Statutory Auditors .........................47
2.5 The Chief Executive Officer and General Manager ........................48
2.6 Key Executives ..............50
2.7 Year-over-year change in compensation and performance ..................51
2.8 Indemnities and/or other benefits granted for the termination of office or termination of employment...................52
2.9 Mechanisms for the ex-post correction of the variable component ....................53
2.10 Exceptions to elements of the Remuneration Policy.............................53

Glossary........................54

Analytical Index by Topics (Consob Resolution no. 21623, Section I) .....56

Letter from the Chairperson of the Nomination and Remuneration Committee

Dear Shareholders,

I am pleased to introduce, also on behalf of the other members of the Nomination and Remuneration Committee, Monica Poggio and Regina De Albertis, and of the Board of Directors, the Report on the Remuneration policy and remuneration paid of Fiera Milano S.p.A. (the "Report").

This Report, in compliance with Article 123 ter of the TUF, aims to transparently illustrate to all stakeholders the elements that, in forward-looking terms, make up the remuneration policy for the year 2024, and the results of its adoption for the year 2023.

2023 was a year of intense and positive work for Fiera Milano S.p.A., in an international context once again characterised by exceptional events, with dramatic impacts on the global economy and society. In 2023, all operational and strategic projects aimed at consolidating Fiera Milano S.p.A.'s competitive repositioning, both nationally and internationally, continued, after the significant adverse effects of the pandemic period on the exhibition and events sector. During 2023, the new Board of Directors was also appointed for the three-year period 2023-2025, while in June 2023 a revision of the top management organisational model was approved, with the aim of further accelerating the execution of the Company's growth objectives, establishing – pursuant to the current Articles of Association – the role of Deputy General Manager and including this position among the Group's Key Executives.

The reorganisation process undertaken by the Company guarantees a greater focus, thus further accelerating the growth process of the exhibition and congress business, maximising the potential of all the different lines of activity and further strengthening Fiera Milano S.p.A.'s international vocation.

The 2024 Remuneration Policy reflects the results of the updated benchmark analyses and assessments carried out. But above all, the Policy has been designed as an integral part of Fiera Milano S.p.A.'s strategy, through an adequate balance of fixed remuneration and short- and long-term incentive components, in order to align management's behaviour with the new roles and responsibilities defined, corporate strategies and risk management policies, also by identifying specific performance objectives. Last but not least, it is the objective of the Remuneration Policy to retain and enhance the wealth of expertise and abilities of Fiera Milano S.p.A.'s people, through a well-structured and competitive offer, with a view to talent-centric retention and attraction, in order to manage complexity and innovation in the long term and in the best possible way. In keeping with the importance the Company's gives to integrating sustainability factors, the weight of the Chief Executive Officer's and Deputy General Manager's ESG objective, and the weight of ESG KPIs for the management frontline, have been increased in the variable incentive system, in a manner consistent with the responsibilities of roles.

For greater clarify and an easier consultation of the document, the Company has decided to make additions to the content and representation: (i) reorganisation of the document according to a typical role-based configuration, in line with market best practices, (ii) alignment of the Chief Executive Officer's and General Manager's performance bonus with common market practices, with the introduction of a curve that rewards overperformance linked to individual objectives, (iii) introduction of benefits in the event of termination of office or termination of the employment relationship.

I therefore submit for your review the Report on the 2024 Remuneration Policy and 2023 compensation paid, approved by the Board of Directors on 13 March 2024, with the renewed hope that the proposals made, aimed at continuously aligning management's interests with those of stakeholders, with a view to creating sustainable value, meet your interest and appreciation.

Thank you

Agostino Santoni

Chairperson of the Nomination and Remuneration Committee

Background

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 Article 84-quater of the Issuers' Regulation adopted by Consob with Resolution no. 11971 of 14 May 1999, as amended (hereinafter, the "Issuers" Regulation') and drawn up in accordance with Annex 3A, Schedule 7-bis, of the same Issuers' Regulation. The aforementioned Article 123-ter of the TUF was last 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 long-term shareholder engagement (the "SHRD" or the "Directive").

The Remuneration Report prepared by the Company complies with the recommendations contained 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 is divided into two sections:

Section I

Section I – in accordance with Article 123-ter of the TUF and 9-bis of the Directive – describes and analytically illustrates:

V 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 key executives, 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
V the procedures used for the adoption, review and implementation of this Policy, including measures to avoid or manage possible conflicts of interest.

Section II

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 Key Executives of Fiera Milano or "Top Management") 1 :

V 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;
V 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.

¹ These are the individuals identified by the Board of Directors of Fiera Milano who, pursuant to the Appendix to Consob Regulation no. 17221 of 12 March 2010 on transactions with related parties, as amended. In the rest of the document, they are also identified as "Top Management", based on the definition referred to in the Corporate Governance Code, meaning senior managers who are not members of the board of directors and have the power and responsibility, directly or indirectly, for the planning, direction and control of the activities of the Company and the Group to which it belongs. In this regard, it should be noted that at Fiera Milano the top management coincides with the individuals, other than the directors and statutory auditors, identified as Key Executives by resolution of the Board of Directors. On an annual basis, on the occasion of the approval of the Remuneration Policy and, in any case, whenever there are significant changes in the company's organisation, the Board of Directors identifies positions with strategic responsibilities.

Who we are

Group structure and international presence

In Italy, the Group, through Fiera Milano S.p.A., manages the Fiera Milano exhibition centre in Rho, the first exhibition site in Italy with a covered exhibition area of 345,000 gross square metres and 60,000 square metres of outdoor area. The subsidiary Fiera Milano Congressi S.p.A. manages Allianz-MiCo, one of the largest congress centres in Europe, and the Stella Polare conference centre located in the Service Center of the Rho exhibition site, as well as the MoMec - Montecitorio Meeting Centre in Rome.

Outside Italy, the Group operates directly or through joint ventures, mainly in China, Brazil and South Africa.

On the international front, the Group is seeking a positioning with a targeted strategy based on a three-pillar approach: the first is to attract major international exhibitions to Milan, the second is to ensure that foreign exhibitors and visitors at our fairs increase in numbers, in order to consolidate their role on the world scene, the third concerns the organisation of events outside Italy, in relation to which a selective approach will be adopted.

The distinctive features of Fiera Milano's business model

A CLEAR VISION TO GRASP FUTURE TRENDS

V Rethinking traditional exhibition models and new concepts launched
V Digital transformation as a lever to create value
V Services as growth drivers
V An increasingly international footprint

SUSTAINABILITY INTEGRATED INTO THE BUSINESS

V Best-in-class sustainability governance
V Sustainability plan integrated into the strategic plan
V Top Management remuneration linked to ESG objectives
V Measuring the carbon footprint of events
V Top ESG ratings

SOUND FINANCIALS WITH LOW CREDIT RISK

V High visibility of results stable exhibitions portfolio based on long-term contracts
V Favourable payment cycle due to advance payment contracts leading to a structurally negative NWC
V Strong operating cash generation accompanied by low investment requirements, which translates into continual financial flows and financial flexibility with space for M&A and dividends

INTEGRATED BUSINESS MODEL AND EXCELLENCE

V Coverage of the entire exhibition value chain
V Well-diversified sector mix, with a concentration of high-standing events
V Stand-out expertise and operational skills in the organisation of exhibitions and congresses

AN INSTITUTIONAL ROLE AND IMPACTS ON THE TERRITORY

V Mission critical activities for the Italian business fabric
V A strategic partner for Italian SMEs in their innovation, growth and internationalisation to support the recovery of the Italian economy, promoting Italian manufacturing around the world
V €8 billion in direct, indirect and induced impacts in one year on the territory deriving from exhibition activities

UNDISPUTED MARKET LEADERSHIP IN ITALY

V High barriers to entry due to the limited capacity of other Italian operators
V The largest exhibition site in Italy, positioning itself among the main international players
- V Ability to attract large international travelling exhibitions
- V Potential role as a consolidator in a fragmented market

STATE-OF-THE-ART FACILITIES AND LOCATION

V Appeal of Milan as a preferential destination
V World-class facilities with strategic locations close to airports, subways, train stations and city centres
V Fieramilano (Rho): 6th Exhibition Centre in the world
V Allianz-MiCo (Milan): Europe's 1st Congress Centre

PEOPLE EXCELLENCE

V Leadership team with strong industry experience, able to seize future growth opportunities and drive change
V Proven business plan execution skills

Sustainable identity of Fiera Milano

Sustainable identity

Exhibitions, as an instrument of industrial policy, promote the growth, innovation and competitiveness of companies, with a focus on social and sustainable development, while as a lever for territorial marketing, their impact comes from investments and expenses, from the consumption of exhibitors and visitors.

The social role and socio-economic impacts generated allow Fiera Milano to have a unique positioning in terms of sustainability, with a sustainable identity intrinsic to its business model and defined in its purpose.

Fiera Milano and the Sustainable Development Goals (SDGs)

Fiera Milano is a true economic infrastructure that allows economic operators to inter act, innovate and grow. Exhibitions are opportunities to exchange ideas and innovative products and to identify new consumer trends with the aim of creating multiple business opportunities, a key moment for the entire value chain.
Fiera Milano is an enabling asset for the development of industry, but also for urban growth and the social dimension, through the promotion of the competitiveness of Italian industry, the growth of the country's productive fabric and the internationalisation of its companies.
Exhibitions can have a positive influence on the country, both as organisations that
adopt a sustainable business model with responsible consumption, and as containers of innovative and stimulating initiatives. Exhibitions can have a significant ecological footprint, left by the various phases, including the construction of the exhibition stands,
catering, dismantling and the final disposal of waste. The exhibition sector can play an important role in action against climate change, through measuring and reducing the carbon footprint of events and becoming a platform to raise awareness and encourage
concrete action.

Sustainable identity of Fiera Milano

Our people

HIGHLIGHTS

At 31 December 2023, the Group had 713 employees, of whom 59% were women. During 2023, 120 new staff joined the company, of whom 48% were under 30, 48% in the 30-50 age group and 64% female. Italy is the country where most of the workforce is located (87%), confirming strong territorial roots. 96% of contracts are open-ended, reflecting the Group's commitment to full employment and long-term prospects. Incoming turnover rose from 22.1% in 2022 to 28.9% in 2023, confirming Fiera Milano's commitment to attracting and enhancing new talent, to integrate in its workforce, thus fostering continuous growth in the company's competencies.

The Remuneration Policy is developed taking into account the remuneration and working conditions of its employees and consists of principles and tools, applied to the entire company population, in line with best market practices.

The Fiera Milano Group, also through the adoption of the Policy, has confirmed its focus on its people, seeking to identify alternative tools that can promote the wellbeing of all employees, and not only considering elements such as percentage of employment, length of service, job or professional type.

In particular, in accordance with tax regulations in force from time to time and applicable to all Group employees in Italy, a Corporate Welfare plan has been designed, 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/or access to many other services: education, health insurance, babysitting and social workers, sports, holiday packages, culture, travel season tickets, legal advice, and home maintenance.

WORK-LIFE BALANCE

V Flexibleworking
V According to company policy, flexible working hours of 40 hours per week from Monday to Friday for full-timers, with a daily minimum of 4 hours
V Option of making up for any work carried out on a Saturday on a weekday in the same week in which the work is carried out or within the following week at the latest; Sunday working is paid in full if it follows a Saturday that has been made up elsewhere
V The adoption of the "Tempo Solidale" time-share system whereby employees can donate holiday time and/or hourly leave voluntarily and free of charge to colleagues who have already used up their own allowances

FAMILY

V Extension and improved economic treatment for parental leave
V 25 hours of paid leave per year for each child placed in nursery or primary school
V Subsidy of Euro 1,000 for the birth/adoption of a child or the death of an immediate relative (spouse or common-law partner)
V Parking spaces reserved for pregnant colleagues

HEALTH AND WELLBEING

V Extension of the grace period to a maximum of 365 days over two calendar years, with a supplement of up to 100% of the salary
V 50 hours of paid leave per year for specialist medical consultations, medical treatment and/or clinical laboratory tests, including those concerning immediate relatives and/or relatives-in-law, i.e. spouse or common-law partner
V 40 hours of paid leave and 108 hours of unpaid leave per year to care for disabled or elderly dependent family members
V Company canteen and high-quality catering services

WELFARE

V Welfare plan adjusted for gross annual salary brackets and possibility of converting the performance bonus into welfare vouchers
V Supplementary company pension scheme whereby the company contributes 3% of the gross annual pay for employees signed up to the PREVIP scheme
V Occupational and non-occupational accidents, permanent disability and life insurance, including for those on fixed-term contracts
V Granting of subsidised loans
V Extra hours of study leave in addition to those provided for in the NCBA

In 2022, flexible and remote work management was also introduced, in the form of "Flexible Work", identifying it as a further corporate wellbeing 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, also 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 and 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.

Attention paid to employees with disabilities

In the broader context of the company's policies on inclusion and diversity and in line with the provisions of its Code of Ethics, the Fiera Milano Group complies with the provisions of Law 68/1999, entitled Regulations for the right to work of disabled people, with reference to the compulsory hiring of disabled workers. Moreover, in 2022, an important agreement was signed, pursuant to the Circular of the Ministry of Labour of 24.10.2011, between the Fiera Group and the body in charge, Afol Città Metropolitana di Milan, to encourage the hiring of disabled staff and the possibility of offsetting these hires within the group. In addition, the Agreement will facilitate the identification, with the contribution of the project partner, the company Umana S.p.A., a leading company in Italy, specialised in the selection of disabled workers, of new resources to be recruited, also in order to ensure compliance with legal obligations regarding disabled personnel and the consequent maintenance of mandatory certification.

For Fiera Milano, diversity of gender, culture and origin is a value. Thanks to the unique contribution of each employee, it is possible to create a cohesive, dynamic and innovative work environment that can meet the challenges Fiera Milano has identified. Ensuring that all workers can express their potential every day and can feel valued in fully representing themselves becomes an essential factor of company management for a business like Fiera Milano, which recognises how people are central to it 2.

² For more details on the diversity policies adopted by the Company, please refer to the Consolidated Non-Financial Statement pursuant to Legislative Decree no. 254/2016, available on the Company's website, www.fieramilano.it in the Investors/Governance/Shareholders' Meeting section.

Our people

Fiera Milano's Diversity & Inclusion Policy

In order to give greater substance to Fiera Milano's commitment to Diversity & Inclusion, the Group has adopted a Diversity & Inclusion Policy that sets out the guidelines and commitments regarding the management of diversity and inclusion in the company. The Policy addresses the following areas:

V non-discrimination and promotion of diversity;
V equal opportunities and gender balance;
V inclusive work environment and work-life balance;
V spreading the culture of diversity in the company and actively listening.

Fiera Milano, as defined in the Policy, ensures that all its people are treated fairly regardless of any difference in gender, religion, nationality, political opinion, sexual orientation, social status physical abilities, medical conditions, family conditions and age and any other irrelevant aspect.

Finally, in 2023, the analysis and development project aimed at obtaining gender equality certification was launched, an important recognition given to companies that meet the qualitative and quantitative criteria set by the UNI/PdR 125:2021 Reference Practice.

For all employees, remuneration is structured with fixed and variable monetary components and includes a package of income support or benefits (health insurance, pension schemes, projects and initiatives for employees and their families, promotions and other benefits of various kinds). The variable monetary component is based on mechanisms that recognise qualitative and quantitative performance in terms of a "one-off" sum, or on systems that directly correlate company performance with individual performance (MBO). The MBO process has confirmed the importance of formalised incentive mechanisms in increasing the employees' proximity to the Group's objectives and in incentivising each worker to achieving business results.

The variable remuneration system includes a collective incentive tool (performance bonus), based on profitability and productivity objectives, aimed at ensuring the involvement of all staff in company performance, including those not assigned MBO. In line with current legislation and following an agreement with the workers' representatives, all employees were once again given the opportunity in 2023 to convert their performance bonus into benefits and services through a special welfare platform.

Looking in more detail at short-term incentives, in addition to Key Executives, referred to below, the other Group executives have a performance appraisal system, based on incentive plans, in line with company policies. For the latter, the Group sets a maximum limit on the incentive that can be paid in the event of exceeding the targets, equal to 50% of the RAL.

For sales staff, the incentive system 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 positions, the annual variable incentives will be calculated and paid on the basis of specific conditions and on passing an "access gate" as a prerequisite for accessing the incentive system.

Our people

2023 Report on the Remuneration Policy and Remuneration paid

Overview

Principles and guidelines

In a national and international context of increasing complexity, remuneration and incentive instruments are a functional tool to attract and retain individuals who have a professionalism and skills appropriate to the Company's performance and development needs, pursuing strategies, objectives and long-term results.

By defining appropriate remuneration and incentive mechanisms, Fiera Milano intends to promote and encourage the alignment of interests among Executive Directors, Top Management, employees and other stakeholders, in order to ensure effective corporate governance and the achievement of the objectives identified in the strategic plan.

The principles and guidelines for determining and implementing the 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 roles performed, also in overall remuneration, including in terms of gender, in a context of meritocracy and the empowerment of resources.

In line with the forecasts of the reference market and the recommendations of the Code of GTC, the Remuneration Policy integrates and balances, as part of variable remuneration, the short-term components (MBO) with the long-term components (LTI).

The Remuneration Policy is valid for one year. The Shareholders' Meeting held on 27 April 2023 did not include any suggestions for changes to the Policy. In any case, the Company carried out the usual periodic review of the Policy and for 2024 intends making certain additions, both in terms of content and representation, in order to have a better clarity and easier consultation of the document: (i) reorganisation of the document according to the typical structure by role in line with market best practices (ii) alignment of the performance bonus of the Chief Executive Officer and General Manager with common market practices, with the introduction of a curve that rewards over-performance linked to individual objectives and that allows the bonus to be further differentiated according to the actual level of achievement (iii) introduction of the benefits provided for in the event of termination of office or termination of the employment relationship.

2023 Report on the Remuneration Policy and Remuneration paid

Overview

Synoptic table

Given the fundamental contribution made by the Remuneration Policy to the achievement of the Company's strategic objectives, the main elements and forecasts relating to the Chief Executive Officer and General Manager, and Key Executives of Fiera Milano, to whom this Report refers and to whom, inter alia, the Policy is addressed, are summarised in the table below, which indicates in the last column the reference pages for more detailed information.

ELEMENT OF REMUNERATION	PURPOSE	KEY FEATURES	VALUES	REF. PAGE
Fixed remuneration	This values the role held and the responsibilities assigned, also taking into account the experience, skills and contribution required.	It consists of the Gross Annual Salary for employees and the remuneration of the Chief Executive Officer, and represents the fixed component of total remuneration, intended to acknowledge services performed even in the event that the variable components are not paid. It is defined in line with the responsibilities and impact of the role, to ensure equal treatment and competitiveness with respect to the reference market; for top performers it is aligned with the highest values of the external market (according to benchmarks with the reference peer groups, created with the support of independent external consulting firms)	CEO/GM RAL: Euro 280,000 Remuneration of the CEO and Board Director: Euro 80,000 KE Commensurate with the role held and the responsibilities assigned.	34 39
Short-term variable incentive (MBO)	To guide the company's performance in the short term, through the identification of objectives aligned with the strategy, the budget, the guidance communicated to the markets at the beginning of the year and the Company's annual economic and financial plans, in compliance with the principles of mitigating main risks	Plan based on the results achieved in the short term, over a period of 1 year against previously established measurable and complementary objectives. The achievement of the objectives is linked to economic/ monetary incentives, disbursed within the first half of the following tax year. Access threshold (entry gate) starting from which the incentive may be disbursed: Group EBITDA ≥ 90% of the target value. Malus and clawback clauses are envisaged CEO/GM: Key performance indicators("KPIs") and their weights: - Group EBITDA (40%) - Net financial position (40%) - ESG (20%) Anti-corruption - ISO 37001 certification obtained Start of formalised activities of the Sustainability Plan KE: Key performance indicators (KPIs): - Group EBITDA (30%) - Economic and financial objectives related to specific responsibilities (35%) - Specific objectives defined in line with the role (20%) - ESG (15%) Environmental - obtaining ISO 14001 certification Start of formalised activities of the Sustainability Plan Leadership indicators that are part of the PLM appraisal process	CEO/GM Target incentive: 70% of the gross annual salary (RAL) Performance level from 90% to 120% Payout curve from 50% to 140% KE Target incentive: 35% of the RAL Company performance: represents, upon reaching certain levels of Group EBITDA, the multiplier or demultiplier of the bonus target envisaged - linear curve from 90% to 120% Individual performance: PLM appraisal process that determines positioning in a 9-quadrant matrix – payout scale from 0% to 120%	34-35 40-41

Overview

ELEMENT OF REMUNERATION	PURPOSE	KEY FEATURES	VALUES	REF. PAGE
Long-term variable incentive (LTI)	Driving company performance in the medium/long term by aligning management behaviour with corporate strategy and creating value for stakeholders. Retaining key people in the company	Variable incentive system that provides for the free allocation of an amount of cash, and a certain number of ordinary shares of Fiera Milano S.p.A. to a selected panel of Company employees, over a medium-long term (three year) period of time and whose accrual is subject to the achievement of previously established objectives. CEO/GM and KE Assignment of a Bonus and a certain number of Ordinary Shares on the basis of performance criteria over a medium/ long-term period of time Performance period: three years - covering the financial years 2023, 2024 and 2025 Frequency of allocation: approval of the 2025 Financial Statements EntryGate: ≥ 80% of Objectives Performance indicators: - Cumulative Group EBITDA 2023-2025 (45%) - Net financial position at 31.12.2025 (35%) - Progressive ESG Indicator: new LCAs at the end of 2025 (20%) Holding period: 2 years for 50% of accrued shares	CEO/GM Target amount: 80% of the RAL Performance level from 80% to 120% Payout curve from 80% to 150% KE Target incentive differentiated according to the assigned role Target incentive: 35% of the RAL Performance level from 80% to 120% Payout curve from 80% to 150%	35-36 42
Benefits	Integrating other elements of remuneration into a broader logic of sustainable welfare	Benefits are an important component of the salary package, as an element in addition to other parts of remuneration, in a broader logic of sustainable welfare. Benefits differ on the basis of the category of recipients and the type; they are aligned with market practices, consistent with regulations and with collective bargaining provisions in force.	Main types for CEO/KE: supplementary pensions; supplementary health care; insurance cover (medical expenses, death, permanent disability); car for work/ personal use	37
Other tools: end of employment payments and non compete agreements	Protect the company from any risk of litigation and/or competitive risk in the event of termination of the employment relationship Protect the employee in the event of compensation for damages	CEO/GM: Treatment in the event of termination of office or termination of employment KE: Treatment in the event of termination of employment CEO/GM and KE: Directors & Officers (D&O) Policy	CEO/GM: Gross, one-off indemnity equal to 24 months'' salary KE: Possible settlement agreements between 18 and 24 months of conventional remuneration	37-38 42-43

Governance21
Bodies and Individuals involved21
Shareholders' Meeting 22
Board of Directors 22
Nomination and Remuneration
Committee22
Other relevant functions 25
Board of Statutory Auditors 25
Independent experts 26
Remuneration Policy approval process	26
Provision for exceptions to elements
of the Remuneration Policy 28
Purposes, principles and tools28
1. Remuneration Policy30
1.1 The Chairperson of the Board of
Directors31
1.2 Non-Executive Directors31
1.3 Board of Statutory Auditors 31
1.4 The Chief Executive Officer
and General Manager 33
1.5 Key Executives38
1.6 Other Executive Directors 43
1.7 Malus and claw back clauses 43

Section I Remuneration Policy

As previously stated, Fiera Milano believes that a careful remuneration and incentive policy is functional to pursuing 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 First Section of the Report, in line with the corporate governance model adopted by the Company and the recommendations of the Corporate Governance Code as well as with the most recent regulatory developments and best practices, aims to:

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

In 2023, the Remuneration Policy was approved by theShareholders' Meeting of Fiera Milano S.p.A. with 99.63% of the votes in favour (compared to a total participation in the Shareholders' Meeting equal to 77.43% of the share capital).

GOVERNANCE

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 principles of ethics, transparency, impartiality, belonging and empowerment, and with regulations currently in force and with the provisions in the articles of association.

BODIES AND INDIVIDUALS INVOLVED

The bodies and individuals involved in the preparation and approval of the Remuneration Policy, as well as in verifying its correct implementation are listed below, along with their respective roles and responsibilities.

SHAREHOLDERS' MEETING

The Shareholders' Meeting, limited to the topics of interest in this Report:

V 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;
V 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 Policy is amended 3 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;
V resolves on any remuneration plans based on shares or other financial instruments for directors, employees and collaborators, including Key Executives, pursuant to Article 114-bis of the TUF.

BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

The Board of Directors

V sets up an internal Nomination and Remuneration Committee;
V 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 TUF and Article 84-quater of the Issuers' Regulation;
V in line with the Remuneration Policy, with regard to the total remuneration to be attributed to Executive Directors or to Directors with special functions, 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 Chairperson of the Board of Directors and of the Chief Executive Officer;
V 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;
V prepares remuneration plans based on shares or other financial instruments for Directors, employees and collaborators, including Key Executives, submits them to the approval of the Shareholders' Meeting pursuant to Article 114-bis of the TUF and oversees their implementation;
V appoints, among others, the Top Management on the proposal of the Chief Executive Officer, if appointed, or of the Chairperson, 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/ Governance section.

The Chairperson of the Board of Directors convenes, participates in and chairs the Board of Directors' meeting, coordinates the proceedings and ensures that adequate information is provided to all directors, verifying the implementation of the resolutions adopted, including on remuneration.

The Chief Executive Officer and General Manager makes proposals to the Committee regarding the remuneration of Key Executives and the front reporting line.

The Chief Executive Officer and General Manager is responsible for the proper implementation of the Policy, also with the support of the relevant departments, and in particular the Human Resources & Organisation Department.

NOMINATION AND REMUNERATION COMMITTEE

a. Composition

The Company's Board of Directors has established an internal Nomination and Remuneration Committee (hereinafter also referred to as the "Committee" whose purpose is to provide advice and make recommen-

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

dations and proposals. This Committee is composed of three Directors, all non-executive and the majority of whom meet the independence requirements set out in the TUF and the Corporate Governance Code, who have the knowledge, skills and experience functional to the performance of the tasks assigned to them, in compliance with the provisions in Article 5 – Recommendation 26 – of the Code.

At the date of presentation of this Report, the Nomination and Remuneration Committee was composed as follows:

✶ Agostino Santoni, independent director pursuant to Article 148, paragraph 3, of the TUF and pursuant to Article 2, Recommendation 7, of the Corporate Governance Code, Chairperson of the Nomination and Remuneration Committee;
✶ Monica Poggio, independent director pursuant to Article 148, paragraph 3, of the TUF and pursuant to Article 2, Recommendation 7, of the Corporate Governance Code;
✶ Regina De Albertis, independent director pursuant to Article 148, paragraph 3, of the TUF on Finance and pursuant to Article 2, Recommendation 7, of the Corporate Governance Code;

The members of the Committee have the necessary skills and experience to carry out the tasks assigned to them in terms of nominations and remuneration.

b. Operating method

The Committee meets periodically with a frequency suited to correctly carrying out its duties. The Chairperson chairs the meetings of the Committee, prepares the proceedings, and directs, coordinates and moderates the discussion. Meetings are regularly recorded in minutes and the Chairperson provides disclosure on the first occasion possible at the Board of Directors' meeting.

For meetings to be valid, the majority of members must attend, and decisions/resolutions must be taken by the majority of those present.

Members of the Board of Statutory Auditors and the Director of Human Resources and Organisation may participate in Committee proceedings. Meetings may also be attended by the Chairperson of the Board of Directors, the Chief Executive Officer and other board directors, on request of the Chair, and by the officers of relevant corporate functions, or other persons whose presence may be of assistance for a better performance of the Committee's functions, after informing the Chief Executive Officer.

In carrying out its functions, the Committee has the right to access the information and corporate functions necessary for the performance of its duties, as well as to make use of external consultants, who are not in situations 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).

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 TUF and published annually by the Company on its website www.fieramilano.com in the Investors/Governance/ Shareholders' Meeting section.

c. Competencies

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 it:

V assists the Board of Directors in the preparation of the remuneration policy for executive directors and Top Management by drawing up the related performance objectives (MBO, LTI Plans and/or any stock option plans) also taking into account the proposals of the Sustainability Committee regarding ESG KPIs, for its presentation to the Shareholders' Meeting called for the approval of the financial statements, as required by law;

V submits proposals or expresses opinions on the remuneration of executive directors, other directors with special functions and top management, as well as on the setting of performance objectives (MBOs, LTI Plans and/or any stock option plans) related to the variable component of such remuneration;
V assists the Board of Directors in drawing up share-based remuneration plans for executive directors, directors with special functions and Top Management;
V proposes the definition, in relation to executive directors, directors with special functions and Top Management, of end-of-office indemnities for Directors, as well as non-competition agreements;
V monitors the actual application of the Remuneration Policy and verifies, in particular, the actual achievement of performance objectives, in agreement with the Sustainability Committee if the aforementioned objectives concern ESG indicators;
V periodically assesses the adequacy and overall consistency of the Remuneration Policy for directors and Top Management;
V supports the Board of Directors in determining the remuneration of the members of the Committees established within the Board of Directors;
V expresses opinions, where requested, on the remuneration of the members of the corporate bodies of the subsidiaries/investee companies of Fiera Milano S.p.A. on the basis of company policies;
V informs the Shareholders' Meeting about procedures for exercising its functions in reports to be presented in compliance with applicable law.

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

d. Meetings held during the financial year 2023

During the year ended 31 December 2023, the Committee held nine duly minuted meetings and tabled proposals to the Board of Directors. The average duration of the meetings was about one hour and twenty minutes. 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 2023 financial year, please refer to the "Report on Corporate Governance and Ownership Structure" prepared pursuant to Article 123-bis of the TUF and published annually by the Company on its website www.fieramilano. comin the Investors/Governance/Shareholders' Meeting section.

The main issues addressed during these meetings are summarised in the following table:

Q1 January-March	V Support to the Board of Directors in carrying out the self-appraisal process of the Board and the Committees for the year 2022 and in the preparation of the guidance opinion on the quantitative and qualitative composition of the new Board of Directors for the three-year period 2023-2025 V Definition of the 2023 MBO for the Chief Executive Officer and CFO V Reporting of the results relating to: (i) the 2022 MBO for the Chief Executive Officer and the CFO and (ii) the 2021-2022 LTI Plan; V LTI Plan 2023-2025 V Report on the Remuneration policy and remuneration paid pursuant to Article 123-ter of the TUF
Q2 April-June	V Evaluation of the agreement for the consensual termination of the employment relationship of the former Chief Executive Officer and General Manager V Evaluation of additional remuneration pursuant to Article 2389, paragraph 3, of the Italian Civil Code, for the Chairperson of the Board of Directors V Evaluation of the remuneration package of the Chief Executive Officer and General Manager V Evaluation of the remuneration package of the appointed Deputy General Manager; V Regulation of the 2023-2025 LTI Plan
Q3 July-September	V Evaluation of the remuneration package of the new Internal Audit Director
Q4 October-December	V Start of activities to define the 2024 MBO of the Chief Executive Officer and Deputy General Manager V Start of activities to revise the Company's remuneration policy. V Support to the Board of Directors in defining the procedures for the self-appraisal procedure of the Board and the Committees for the year 2023.

OTHER RELEVANT FUNCTIONS

The Human Resources & Organisation Department initiates the annual review process of the Policy, supports the Committee in the operational management of meetings, providing technical support – also in terms of reporting – and arranges preparatory material for the definition of remuneration policies. In addition, together with other competent corporate functions, it contributes to the identification, monitoring and subsequent reporting of the economic and financial objectives related to the short-term (MBO) and long-term (LTI) incentive plans and prepares the documentation for implementing the Remuneration Policy (e.g. regulations of the incentive plans).

The Finance Department supports the entire process, in particular for the identification and finalisation of the quantitative objectives of the incentive plans.

BOARD OF STATUTORY AUDITORS

The Board of Statutory Auditors expresses its opinion on remuneration proposals for the Executive Directors, and more generally, for directors with special functions, verifying that the proposals are consistent with the Remuneration Policy. The Board of Statutory Auditors regularly participates in the meetings of the Nomination and Remuneration Committee.

INDEPENDENT EXPERTS

Fiera Milano has defined its remuneration policy with the support of a leading consulting firm in the field of Executive Compensation & Corporate Governance – Mercer Italia of the Marsh & McLennan Group. Mercer also has a team of Consultants specialised in Executive Remuneration, who usually act both as advisors to the Remuneration Committees and as partners of the Personnel Departments.

With the support of this consulting firm, a remuneration analysis was requested, in order to strengthen compensation tools to verify the competitiveness of the salaries offered, through a market comparison, and manage internal equity in the Group companies.

Lastly, Fiera Milano conducts annual salary positioning analyses using the Italian Mercer Executive Remuneration Guide (MERG) and Mercer Total Remuneration Survey.

REMUNERATION POLICY APPROVAL PROCESS

The process of approving the Remuneration Policy is carried out in the following steps:

Process for defining and approving the Remuneration Policy

This Report was approved by the Board of Directors, on the proposal of the Nomination and Remuneration Committee, at its meeting of 13 March 2024.

Section One will be submitted to the binding vote of the Ordinary Shareholders' meeting convened for 23 April 2024, on a single call.

Section Two will be submitted to an advisory vote during the same Ordinary Shareholders' meeting.

The 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/Shareholders' Meeting section.

The Remuneration Policy illustrated in this Report 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 RPT Procedure, approved by the Board of Directors of the Company on 13 December 2023 (available on the Company's website at www.fieramilano.it, Investors/Governance section); according to the above procedure, the Company is exempt from applying the RPT Procedure in resolutions regarding the remuneration of directors and Key Executives 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.

PROVISION FOR EXCEPTIONS TO ELEMENTS OF THE REMUNERATION POLICY

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

V awarding of one-off cash bonuses;
V allocation of special indemnities;
V change in the ratio of fixed to variable remuneration;
V 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 extraordinary in nature and are part of a process of derogation from 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 from the conflicts taking place in Ukraine and the Middle East; (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 key executives 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.

In accordance with the provisions in Article 123-ter, paragraph 3-bis of the TUF, any exceptions will be subject to the prior examination of the Nomination and Remuneration Committee and to the application of the rules in the RPT Procedure, where applicable.

PURPOSES, PRINCIPLES AND TOOLS

Pursuant to Article 123-ter of the TUF, the Remuneration Policy contributes to the Company's corporate strategy, the pursuit of long-term interests and sustainability and illustrates the way in which it makes this contribution.

The aims

The Remuneration Policy is aimed at attracting and motivating qualified professionals to pursue the key objectives identified in the strategic plan and for the purpose of further improving the Company's competitive positioning, as well as encouraging the permanence of its resources, ensuring the stability of the professional relationship with the Company.

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. Therefore, the components of variable remuneration, both short-term and long-term, cannot be separated from a direct connection with the targets set and the results achieved, through the identification of predetermined, measurable performance objectives linked to the pursuit of the Company's strategy in the medium to long term. Performance objectives are represented through the use of economic and financial indicators, together with qualitative and non-financial parameters.

For Fiera Milano, sustainability is key in its company strategy. 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 where the Company operates in order to make the most of its specific features and potential.

The balancing of qualitative and quantitative objectives and the use of financial and non-financial indicators with a growing focus on the integration of ESG factors, allow the Policy to reflect sustainable results and value creation for stakeholders in the medium to long term, in line with best and good practices of the reference market and with the need to contain overall business risk.

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.

Incentives relating to each financial year or each longer period may only be granted at the end of this period and after the approval of the relevant Financial Statements by the Ordinary General Meeting of Shareholders.

The Company has the right to activate specific malus or claw back clauses – within a period of 5 years from the payment of the bonuses – which allow it to request the return of all or part of the variable components of remuneration in the event of a material violation of corporate or legal regulations or intentional or grossly negligent conduct intended to alter the data used to achieve the objectives.

Market practices

As mentioned above, the Company regularly monitors both national and international market practices, for various remuneration components, also through specific benchmarking remuneration analyses, carried out by the aforementioned consulting firm Mercer. For the Chief Executive Officer and General Manager ("CEO/ GM") and Key Executives, peer groups of companies considered comparable have been identified based on criteria and methods of comparison with the market revised in line with the evolution of the Group's perimeter, management and operational complexity and the organisational model adopted. In particular, for the CEO/GM and frontline management, the general Italian market of service and manufacturing companies was used as the reference for the CEO/GM and management frontline, taking into account Top Managers and using data from the MERG (Mercer Executive Remuneration Guide) survey.

Tools and target audience

The purposes and principles of the Policy are reflected in the key elements of the remuneration of Executive Directors and persons with special functions – in particular with reference to the Chief Executive Officer and General Manager – and Key Executives, as illustrated below:

Key elements of remuneration

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.

1. REMUNERATION POLICY

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:

V attract, motivate and retain staff with the high professional qualities needed to profitably pursue the Group's objectives;
V 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;
V recognise individual merit, in order to adequately value each person's contribution to the Group.

Without prejudice to the guidelines set out above, this chapter illustrates in more detail the Remuneration Policy adopted by Fiera Milano which has annual validity and is also reviewed each year, with reference to the members of the Board of Directors, the Chief Executive Officer and General Manager, Key Executives and the members of the Board of Statutory Auditors, as approved by the Board of Directors on 13 March 2024.

It should be noted that the periodic review of the Policy takes into account the votes cast and evaluations made by shareholders at the Shareholders' Meeting or thereafter.

The Policy takes into account market practices and external benchmarks with the relevant peer groups, both in terms of the pay mix and remuneration levels, carried out with the support of independent external consulting firms.

As already indicated, Fiera Milano's salary packages consists of the following elements:

V Fixed remuneration
V Short-term variable remuneration (MBO)
V Long-term variable remuneration (LTI)
V Non-monetary incentives (benefits)

The following is a summary of the remuneration components and the target audience:

	RECIPIENTS
REMUNERATION COMPONENT	CHAIRPERSON OF THE BOARD OF DIRECTORS	NON-EXECUTIVE BOARD DIRECTORS	BOARD OF STATUTORY AUDITORS	CEO/GM	KE
Fixed Remuneration	√	√	√	√	√
Short-term variable remuneration (MBO)				√	√
Long-term variable remuneration (LTI)				√	√
Non-monetary incentives (benefits)	√	√	√	√	√

The main features of the Remuneration Policy are indicated below, in terms of the elements of the remuneration package and their determination, for the following groups of people, who the Policy applies to:

V Chairperson of the Board of Directors;
V Non-executive Directors of the Board of Directors;
V Members of the Board of Statutory Auditors;
V The Chief Executive Officer and General Manager
V Key Executives

1.1 The Chairperson of the Board of Directors

The remuneration of the Chairperson of the Board of Directors, which is non-executive, provides for the recognition of the fixed component only, in the form of total gross annual salary, shown in Section II of this Report, equal to Euro 120,000.00 (one hundred and twenty thousand/00) with reference to the 2023-2025 mandate. This remuneration includes the fee pursuant to Article 2389 of the Italian Civil Code, paragraph 1, approved by the Shareholders' Meeting for the office of Director.

The Chairperson may also receive additional remuneration for any tasks that go beyond "ordinary" functions and which may consist in the mere supervision of institutional external institutional relations, or also in the further task of personally overseeing and developing such relations.

The (i) reimbursement of documented expenses incurred in the exercise of the function is envisaged; as well as (ii) insurance policies covering occupational and non-occupational accidents and permanent disability due to illness; (iii) have a collective Directors & Officers (D&O) policy.

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

1.2 Non-Executive Directors

The remuneration of Non-Executive Directors is appropriate to the competence, professionalism and commitment required by the tasks assigned to them within the Board of Directors and board committees.

With regard to Non-Executive Directors and Directors not holding special positions, remuneration consists of a fixed gross amount of Euro 40,000.00 (forty thousand/00) determined by the Shareholders' Meeting at the time of their appointment.

In addition to the remuneration determined by the Shareholders' Meeting, the Board of Directors may resolve to assign members of board committees (i.e. the Control and Risk Committee and the Nomination and Remuneration Committee) fixed remuneration in addition to the remuneration they receive as members of the Board of Directors, as follows:

V Euro 30,000.00 (thirty thousand/00) gross for the Chairperson of the Control and Risk Committee and Euro 25,000 (twenty-five thousand/00) gross for its members;
V Euro 30,000.00 (thirty thousand/00) for the Chairperson of the Nomination and Remuneration Committee and Euro 25,000 (twenty-five thousand/00) for its members;
V Euro 30,000.00 (thirty thousand/00) for the Chairperson of the Sustainability Committee and Euro 25,000 (twenty-five thousand/00) for its members.

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 members of the Board of Directors (i) are reimbursed for documented expenses incurred in the exercise of their function; (ii) have insurance policies covering occupational and non-occupational accidents and permanent disability due to illness; (iii) have a collective Directors & Officers (D&O) policy.

1.3 Board of Statutory Auditors

The Board of Statutory Auditors of Fiera Milano at the date of approval of this document was composed of 3 standing members, one of whom is the Chairperson, in office until the Shareholders' Meeting to approve the financial statements for the year ended 31 December 2023 (i.e. until the Shareholders' Meeting convened on 23 April 2024).

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 2021, in the absence of minority lists – had 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 (2018-2020).

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 annual remuneration approved by the Shareholders' Meeting of 28 April 2021 is equal to Euro 55,000.00 (fifty-five thousand/00) with reference to the position of Chairperson, while the standing statutory auditors receive an annual remuneration of Euro 40,000.00 (forty thousand/00).

The (i) reimbursement of documented expenses incurred in the exercise of the function is envisaged for the Board of Statutory Auditors, as well as (ii) insurance policies covering occupational and non-occupational accidents and permanent disability due to illness; (iii) have a collective Directors & Officers (D&O) policy.

Due to the role and responsibilities of this body, the members of the Board of Statutory Auditors are excluded from variable remuneration.

The Ordinary Shareholders' Meeting convened to approve the financial statements at 31 December 2023 will be called to appoint the new Board of Statutory Auditors for a period of three financial years, determining the remuneration due to the Chairperson and each standing statutory auditor.

In anticipation of the appointment for the financial years 2024-2026, the outgoing Board of Statutory Auditors has made available to Shareholders a report containing certain guidelines on the composition suggested for the new Board, as well as considerations regarding the remuneration of its members. These guidelines have been drawn up taking into account the commitment required to hold the position, the skills and previous experience required and the need to identify profiles of high standing.

1.4 The Chief Executive Officer and General Manager

The Chief Executive Officer also holds the role of General Manager for Fiera Milano, based on an existing managerial relationship with the Company. It should therefore be noted that the position of administration and the position of management are inseparable: therefore, the termination of the managerial position will also result in the duties and powers of the Chief Executive Officer terminating, and vice versa.

The remuneration of the Chief Executive Officer and General Manager includes (i) a fixed component, (ii) a short- and long-term variable component, and (iii) benefits.

The short – and long-term variable components, closely linked to the annual budget, or to the business plan, constitute - in line with the provisions of the GC Code – a significant part of the pay mix of the CEO/GM, in order to recognise and enhance results achieved in a sustainable way over time, aligning management behaviour with corporate strategy, creating value for stakeholders.

The pay mix of the Chief Executive Officer and General Manager is shown in the table below.

CEO/GM pay mix

With regard to the weight of the different components of remuneration, it should be noted that the remuneration package of the Chief Executive Officer and General Manager is broken down as follows: (a) the fixed component is 46% of the total annual remuneration (including the remuneration arising from participation in the mediumlong-term incentive plans where approved by the Company, on an annual basis and if the performance targets underlying the variable remuneration schemes are punctually achieved and (b) the variable component, on the achievement of assigned performance objectives, which accounts for 54% of the total annual remuneration (including the component 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).

Fixed remuneration

The fixed remuneration for the position of General Manager approved by the Board of Directors on 27 April 2023 is equal to Euro 280,000.00 gross per year. For the performance of activities related to the position of Chief Executive Officer, a gross fixed annual remuneration of Euro 40,000.00 (pursuant to Article 2389, paragraph 3, of the Italian Civil Code) is envisaged, in addition to a gross fixed basic annual remuneration of Euro 40,000.00 (pursuant to Article 2389, paragraph 1, of the Italian Civil Code) as a Board Member.

Short-term variable remuneration - MBO

The Chief Executive Officer and General Manager, in his/her capacity as General Manager, is a beneficiary of the short-term variable incentive plan (MBO) approved by the Board of Directors on the proposal of the Nomination and Remuneration Committee.

With reference to the MBO incentive plan, the general structure of this incentive system in force at company level is explained below.

a. Purpose

V To guide the company's performance in the short term, through the identification of objectives aligned with the strategy, budget, guidance communicated to the markets at the beginning of the year and the Company's annual economic and financial plans.
V To steer and focus people, encouraging their engagement, on business priorities in compliance with the principles of mitigating main risks that may undermine the sustainability of the business

b. Structure

V An entry gate is in place, below which no disbursement of the MBO takes place. This gate is represented by the achievement of at least 90% of the target value of the consolidated EBITDA of the 2024 budget.
V In line with the Company's strategic drivers focused on profitable growth, innovation, operational excellence, people engagement and sustainable value creation, the MBO component includes economic and financial objectives and non-financial objectives related to sustainability issues.
V Each objective is associated with a Key Performance Indicator (KPI) and a percentage weight.
V Achievement of the objectives is calculated independently for each objective and, for the purpose of determining the corresponding payout, the weight assigned to each one is considered.

The MBO scheme adopted for the CEO/GM is illustrated below.

TYPE OF	PERFORMANCE OBJECTIVE	WEIGHT
Economic and financial	FM GROUP EBITDA - 2024 Budget Operating income before depreciation, amortisation and adjustments to non-current assets	40%
	NET FINANCIAL POSITION - Budget 2024 pre IFRS 16 Total onerous financial payables to banks and other lenders, net of cash immediately available from the company and including any extraordinary transactions and/or distribution of dividends	40%
ESG Objective (Environmental, Social, Governance)	ANTI-CORRUPTION Obtaining ISO 37001 certification (Anti-corruption) Fiera Milano S.p.A.	20%
	START OF SUSTAINABILITY PLAN ACTIVITIES Start of the activities formalised inthe Sustainability roadmap for 2024

c. Target incentive and operating mechanisms

V The target incentive is the amount of the MBO bonus payable for the achievement of the set objectives; it is equal to a percentage of the Gross Annual Salary ("RAL")and is differentiated according to the role held and the responsibilities assigned: for the CEO/GM, it corresponds to 70% of the RAL.
V For each objective and its KPI, the expected target is defined, as well as the minimum value (below which, the objective is considered not achieved) and the maximum value (above which excess performance is not further remunerated).
V There are three levels of achievement of the Performance Target: Minimum, Target, Maximum. Upon reaching the target level of results, the accrued incentive corresponds to 100% of the assigned incentive.
V Upon reaching performance levels, which are equal to the "minimum" value, a payout determined as 50% of the weighted incentive is assigned; upon reaching performance levels, which are equal to the "minimum" value, a payout determined as 140% of the weighted incentive is assigned; upon reaching results between the "minimum and target" or between the "target and maximum", the payout is determined by linearly interpolating the payout curve and the performance curve, respectively.
V No incentive will be awarded for results below the "minimum" level of achievement.
V For results exceeding the "maximum" level of results, the incentive payable will in any case be equal to that provided for said "maximum" level. The maximum MBO bonus payable cannot exceed 140% of the target incentive.

	MINIMUM	TARGET	MAXIMUM
Performance Level	90%	100%	120%
Pay-out Curve	50%	100%	140%

The MBO bonus is awarded subject to the existence of the beneficiary's employment relationship at 31 December of each reference year.

In the event of termination of the relationship during the year in the absence of just cause or in the event of resignation for just cause, the same will be paid on a pro rata temporis basis.

The incentives relating to each financial year, even if achieved in whole or in part, may be paid only in the following financial year and after the approval of the Financial Statements by the Ordinary Shareholders' Meeting.

Long-term variable remuneration - LTI

The Chief Executive Officer and General Manager was included in the long-term incentive plan (LTI) approved on 15 March 2023 by the Board of Directors on the proposal of the Nomination and Remuneration Committee and, subsequently, by the Shareholders' Meeting of 27 April 2023.

With reference to this long-term variable incentive plan (the "LTIPlan"), the general structure in force at company level is illustrated below, in line with the information document pursuant to Article 114 bis of the TUF.

a. Purpose

V Align the interests of management with those of shareholders and contribute to creating sustainable value by promoting the stable participation of Beneficiaries in the Company's capital through incentive instruments with a medium to long-term horizon and also based on Shares;
V Encourage the continuation and motivation within the Group of resources that have high-level professional qualities necessary for pursuing the Company's strategy and for its sustainable success, ensuring a balanced pay mix, in line with market practices;
V Link overall remuneration and especially the incentive system of the Group's management and key positions to the actual performance of the Company and the creation of new value for the Group.

b. Beneficiaries

The beneficiaries of the LTI Plan are the Executive Directors of the Company, in this case the Chief Executive Officer and General Manager, the Key Executive, and other executives who are employees of the Company and its subsidiaries, selected based on the importance of the position held, and for whom action that strengthens their loyalty is justified, with a view to creating value in the medium to long term, as well as employees on permanent contracts, identified according to banding and performance criteria.

c. Features

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

FORM	The Plan has a "closed" articulated form, with a mix of 40% cash value and 60% shares (performance shares) based on economic and financial performance indicators and an ESG performance indicator.
DURATION	The Plan has a three-year duration and provides for the assignment of incentives at the end of the 3-year vesting period
HOLDING PERIOD	There is a holding period of an additional 2 years on 50% of the vested shares ("Lock up"), net of tax charges (so a sell-to-cover clause is included)

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 and following of the Italian Civil Code.

d. Structure and operating mechanisms

In line with the Company's strategic drivers the Performance Objectives identified in the LTI Plan are as follows:

TYPE OF	PERFORMANCE OBJECTIVE	WEIGHT
Economic and financial	CUMULATIVE Group EBITDA 2023-2025	45%
	NET FINANCIAL POSITION - pre IFRS 16 - AT 31.12.2025	35%
ESG INDICATOR (Environmental, Social, Governance)	CARBON FOOTPRINT MEASUREMENT LCA-Life Cycle Assessment* methodology of selected exhibitions organised by Fiera Milano	20%

* LCA (Life Cycle Assessment): analytical and mathematical methodology that assesses the environmental footprint of a product or service throughout its entire life cycle.

In the specific case of exhibitions, the LCA methodology measures the carbon footprint of the event for all its phases (organisation, set-up, execution and closing).

For the quantification of the Incentive to be paid – Bonuses and Shares – the following rules apply:

V the Incentives related to the achievement of the Performance Objectives are independent of each other. Consequently, failure to reach the Minimum level or exceeding the Maximum level of the objective has no consequences on the quantification of the other element;
V upon reaching performance levels that are between Minimum and Target or between Target and Maximum, the Incentive is respectively determined in direct proportion to the result achieved;
V there are three levels of achievement of the Performance Target: Minimum Threshold, Target, Maximum. Upon reaching the Target level of results, the accrued incentive corresponds to 100% of the assigned incentive.

	MINIMUM	TARGET	MAXIMUM
Performance Level	80%	100%	120%
Pay-out Curve	80%	100%	150%

V no incentive will be awarded for results below the Minimum level of achievement.
V For results exceeding the Maximum level of results, the incentive payable will in any case be equal to that provided for said Maximum level.

The accrued Incentive will be paid to the Beneficiaries within 60 days of the end of the Vesting Period and, therefore, of the approval of the 2025 Financial Statements by the Shareholders' Meeting.

In line with 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).

The deferral terms help to define the duration of the LTI incentive system, thus further aligning the long-term interests of the beneficiaries with the pursuit of the Company's stable, long-lasting objectives with a view to long-term sustainability.

The administration of the LTI Plan and the custody of the shares delivered during the lock-up period will be handled by a trust company that will operate on the basis of a specific mandate issued by the Company and will have to comply with the provisions of the Regulation.

The allocation of the Assigned Shares and Assigned Bonuses, as defined by the LTI Plan Regulation, is subject to the employment relationship existing up until the date of delivery of the letter allocating the Incentives, without the a notice period following resignation or dismissal being in progress at that date. In the event that termination of the relationship occurs before this date:

V for beneficiaries that qualify as good leavers 4, rights will be allocated on a pro rata temporis basis;
V beneficiaries who qualify as bad leavers will automatically forfeit all rights under the plan and will not receive any incentives.

Benefits and other tools

The benefit package granted to the Chief Executive Officer and General Manager consists of contributions to supplementary pension schemes – in accordance with the provisions of the company collective agreement for all Italian employees – insurance cover for death, occupational/non-occupational accidents that are better than the provisions of the national collective agreement and the same for all managers, and insurance cover for the reimbursement of medical expenses dedicated to senior management. A company car for work/personal use will also be assigned.

In line with best practices, a D&O - Directors & Officers policy is also guaranteed: "Third-Party Liability Policy for the Company Management and Control Bodies". The policy covers acts committed in the exercise of their duties, excluding cases of wilful misconduct and gross negligence.

One-off bonus

On the proposal of the Nomination and Remuneration Committee, the Board of Directors may grant a one-off bonus to the Chief Executive Officer linked to the success of transactions of particular strategic importance for the Company and the Group.

Treatment in the event of termination of office or termination of employment

In general terms, the Company decided to introduce these clauses with a dual purpose: (i) on the one hand, to manage the risk associated with the termination of top managers, in order to quantify the potential outflow; (ii), on the other hand, to have an element of attractiveness for managers to be hired on the market, and to have greater stability for them should the employment relationship or mandate end.

As regards the role of Chief Executive Officer and General Manager, in line with the best practices of Italian listed companies (see Recommendation 27 of the Code), an indemnity is provided for the termination of the management relationship, to be considered as an integral part of it, so the indemnity ends when the employment relationship ends.

⁴ As defined in the Regulation of the "2023-2025 Performance Share Plan" approved by the Shareholders' Meeting of 27 April 2023.

Upon termination of the employment relationship and the position of Chief Executive Officer, in connection with non-renewal of the mandate upon its expiry, or its early termination, and excluding the cases referred to herein, the Chief Executive Officer and General Manager will be paid a gross, all-inclusive, one-off sum as an incentive to leave and as settlement consideration, equal to two years of "conventional remuneration". The latter term refers to the sum of the RAL relating to the last year and as a manager of the Company, and the fixed annual remuneration for the position, supplemented by the average of the short-term variable components (MBO) paid in the last three years. Obviously, severance pay accrued as part of the managerial employment relationship and possibly maintained by the company is excluded from the calculation, and remains the exclusive responsibility of the employee.

Indemnity is not payable in cases of (a) disciplinary dismissal and/or dismissal for just cause, resignation without just cause and (b) revocation for just cause.

The above amounts will be paid only subject to the signing of a settlement agreement, to be formalised through appropriate channels, which defines, in the context of a general and innovative arrangement, all mutual claims and demands, including the most extensive waivers by the beneficiary against the Company, its shareholders, directors or employees and the other companies of the Group.

The effects of the termination of the relationship of the Chief Executive Officer and General Manager regarding the rights granted under the existing Long-Term Incentive Plan are described in the relevant Information Documents and Assignment Regulations. In any case, for all plans that provide for a vesting period, the beneficiary, in the event of termination of the relationship (by mutual consent or due to good leaver conditions) retains the right, during the vesting period, to the incentive to a reduced extent in relation to the period that has lapsed between the assignment of the incentive and termination. In all other cases of termination of employment, all rights are terminated.

1.5 Key executives

Key Executives (or Top Management) are identified by the Board of Directors as individuals who are not members of the board and have the power and responsibility for the planning, direction and control of the activities of the Company and the Group to which it belongs.

On an annual basis, on the occasion of the approval of the Policy or, in any case, whenever there are significant changes in the company's organisation, the Board of Directors identifies positions with strategic responsibilities.

It should be noted that during the first half of 2023, the CFO & International Development Officer, who was also a Key Executive, resigned with effect from 30 June 2023.

The perimeter of Key Executives was therefore carefully reassessed by the Board of Directors which, on 13 June 2023, decided to revise the top management organisational model, with the aim of further accelerating the execution of the Company's growth objectives, establishing the role of Deputy General Manager pursuant to the current Articles of Association and including this position among the Group's Key Executives.

The appointment of the Deputy General Manager is part of the reorganisation process undertaken by the Company in order to streamline the structure and ensure a greater focus on the business, thus further accelerating the growth process of the exhibition and congress business, maximising the potential of all the different business lines and further strengthening the international vocation of Fiera Milano.

The remuneration of Key Executives, including the Deputy General Manager, is divided into a fixed component, a variable component (short-term and long-term incentives), benefits and other instruments. The short – and long-term variable components – as for the Chief Executive Officer and General Manager – constitute an important part of the pay mix, in order to acknowledge and enhance the results achieved in a sustainable way over time, aligning management behaviour with the corporate strategy, creating value for stakeholders.

The overall remuneration of these Executives 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.

This remuneration is decided by the Board of Directors, after consulting with the Nomination and Remuneration Committee.

■ 45%

■ 22%

■ 33%

Fixed Remuneration

Short-term variable incentive (MBO)

Long-term variable incentive (LTI)

The average pay mix of the current KE is shown in the table below

As regards the weight of the different components of remuneration, it should be noted that the package of the Key Executive is currently broken down as follows: (a) the fixed component is 54% of the total annual remuneration (including the remuneration arising from participation in the medium-long-term incentive plans where approved by the Company, on an annual basis and if the performance targets underlying the variable remuneration schemes are punctually achieved and (b) the variable component, on the achievement of assigned performance objectives, which accounts for 46% of the total annual remuneration (including the component arising from participation in the medium-long-term incentive plans that may be approved by the Company, on an annual basis; in particular, 19% represents the remuneration that can be received by way of short-term incentive plans (STI) and 27% the remuneration that can be received from participation in the medium-longterm incentive plans).