FIERA MILANO S.P.A.

CORPORATE GOVERNANCE REPORT AND

OWNERSHIP STRUCTURE AS AT 31 DECEMBER 2022

drawn up in accordance with Article 123-bisof Legislative Decree no. 58 of 24

February 1998

approved by the Board of Directors on 15 March 2023

Company website www.fieramilano.it

(in the Investors/Governance/Shareholders’ Meeting section)

This document contains a true translation in English of the Italian document “Relazione sul Governo Societario e gli Assetti Proprietari al 31 dicembre 2022”. However, for information about Fiera Milano reference should be made exclusively to the original document in Italian. The Italian version of the document shall prevail upon the English version.

Fiera Milano S.p.A.

Registered office: Piazzale Carlo Magno, 1 – 20149 Milan

Operational and administrative office: S.S. del Sempione, 28 – 20017 Rho (Milan)

Share Capital: Euro 42,445,141 fully paid up.

Companies Register, Tax Reference and VAT no. 13194800150 Economic Administrative Register 1623812

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Background

Fiera Milano S.p.A. (hereinafter, the “Company” or “Fiera Milano”) with this Report on Corporate Governance and Ownership Structure (hereinafter, the “Report”) intends to provide a general and systematic overview of its corporate governance structure, information on its ownership structure, and information on the application of the provisions contained in the principles and recommendations of the Corporate Governance Code of listed companies of Borsa Italiana, approved by the Corporate Governance Committee in January 2020 and in force since 1 January 2021 (hereinafter, the “Corporate Governance Code”), with reference to the fiscal year ended 31 December 2022 (hereinafter, the “Financial Year”). The term corporate governance is used to identify the body of rules and procedures for managing and controlling joint-stock companies. An effective and efficient business organisation model must be capable of using the correct means to manage business risks and potential conflicts of interest that can arise between directors and shareholders and between controlling and non- controlling interests. These aspects are of even greater significance in listed companies with a wide shareholder base.

The indications given by Borsa Italiana in the “Format for the Report on Corporate Governance and Ownership Structure” issued in January 2022 and recommendations formulated by the Corporate Governance Committee have been taken into account in the preparation of this Report.

1. Issuer Profile

Fiera Milano, an issuer of shares listed on the Euronext Milan market, previously known as the Mercato Telematico Azionario (MTA), STAR Segment of Borsa Italiana S.p.A. (hereinafter, ‘Borsa Italiana’), adopts a system of corporate governance that conforms to laws and regulates and is aligned with the contents of the Corporate Governance Code.

The Company, which exercises direction and coordination over its direct subsidiaries, uses a traditional administration and control model based on the existence of a Board of Directors and a Board of Statutory Auditors.

Fiera Milano qualifies as a Small and Medium Enterprise (hereinafter “SME”) under Article 1, paragraph 1.w-quater).1 of Legislative Decree 58 of 24 February 1998 (hereinafter the “Consolidated Finance Act”); the capitalisation of the Company, in fact, is Euro 208,561,711 at 31 December 2022, with revenue of Euro [●] as at 31 December 2022.

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The Board of Directors of the Company – in accordance with the provisions of the Corporate Governance Code – has initiated a process aiming to further strengthen the sustainability policies adopted by the Fiera Milano Group, as defined below, pursuing the objective of creating long-term value to the benefit of shareholders and all stakeholders. Medium- to long-term objectives in the various areas of sustainability are already an integral part of the ‘CONN.E.C.T. 2025’ Strategic Plan, which was approved by the Board of Directors and presented to the market on 22 February 2021.

During the year, the company also started a process to obtain a sustainability rating. The rating agency Sustainalytics issued the ESG rating on Fiera Milano with a score of

16.9 (on a scale between 0 and >40, where 0 indicates the best rating and >40 the worst), placing the Fiera Milano group in the second best “Low ESG Risk” rating class.

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