FIERA MILANO 2012 ANNUAL REPORT

Transcription

1 FIERA MILANO 2012 ANNUAL REPORT

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3 FIERA MILANO 2012 ANNUAL REPORT This document contains a true translation into English of the original report in Italian Relazione finanziaria annuale esercizio However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian. The Italian version of the Relazione finanziaria annuale esercizio 2012 shall prevail upon the English version. FIERA MILANO S.p.A. Registered offices: Piazzale Carlo Magno, Milan, Italy Operational and administrative headquarters: Strada Statale del Sempione, Rho (Milan) Italy Share capital: Euro 42,147, fully paid up Companies Register, Tax code and VAT no Economic Administrative Register Rho (Milan), 23 April 2013

4 Contents FIERA MILANO 2012 ANNUAL REPORT CONTENTS 4_ Notice of convocation of the Shareholders Meeting 7_ Letter to Shareholders 8_ Corporate Bodies and Independent Auditor 9_ Group structure 11_ Fiera Milano on the stock market Board of Directors Management Report 14_ Summary of results and significant events during the year 18_ Macroeconomic and reference sector background 23_ Economic and financial performance in the year ended 31 December _ Business performance by operating segment and by geographic area 38_ Fiera Milano Group personnel 39_ Risk factors affecting Fiera Milano Group 44_ Significant events after the end of the reporting period 44_ Business outlook 45_ Economic and financial performance of Fiera Milano SpA 49_ Fiera Milano SpA personnel 51_ Environment 52_ Other information - Equity investments held by members of the Administrative and Control Bodies and by the General Managers and Executives with strategic responsibilities 53_ Report on corporate governance and ownership structure at 31 December _ Proposals for the Ordinary Shareholders Meeting (Report pursuant to Article 125-ter, paragraph 1 of Legislative Decree 24/02/1998, no. 58 and subsequent amendments) Consolidated Financial Statements to 31 December 2012 Consolidated Financial Statements: 90_ - Consolidated statement of financial position 91_ - Consolidated statement of comprehensive income 92_ - Consolidated statement of cash flows 93_ - Consolidated statement of changes in equity Explanatory and Supplementary Notes to the Consolidated Financial Statements: 94_ - Accounting standards and consolidation criteria 109_ - Disclosure on acquisitions 113_ - Segment reporting 116_ - Notes to the consolidated financial statements - Attachments: 2

5 FIERA MILANO 2012 ANNUAL REPORT Contents CONTENTS 164_ 1. List of companies included in the area of consolidation and other equity investments at 31 December _ Declaration in accordance with Article 154-bis Paragraph 5 of Legislative Decree of 24 February 1998, no _ Independent Auditors Report Fiera Milano SpA Financial Statements to 31 December 2012 Financial statements: 172_ - Fiera Milano SpA statement of financial position 173_ - Fiera Milano SpA statement of comprehensive income 174_ - Fiera Milano SpA statement of cash flows 175_ - Fiera Milano SpA statement of changes in equity Explanatory and Supplementary Notes to the Financial Statements: 176_ - Accounting standards 190_ - Notes to the financial statements - Attachments: 239_ 1. List of investments in subsidiaries and joint ventures for the financial period ended 31 December _ 2. Summary of key figures of the last financial statements of subsidiaries and associates included in the area of consolidation (Article 2429 of the Italian Civil Code) 243_ Declaration in accordance with Article 154- bis Paragraph 5 of Legislative Decree of 24 February 1998, no _ Report of the Board of Statutory Auditors 256_ Independent Auditors Report 260_ Resolutions passed by the Ordinary Shareholders Meeting 3

6 Notice of convocation of the Shareholders Meeting FIERA MILANO 2012 ANNUAL REPORT FIERA MILANO SpA Registered offices in Milan, Piazzale Carlo Magno, 1 Operational and administrative headquarters in Rho (MI), Strada Statale del Sempione, 28 Share capital Euro 42,147, fully paid-up Milan Company Register, Tax code and VAT number Notice of convocation of the Ordinary Shareholders Meeting The ordinary meeting of shareholders of Fiera Milano SpA is convened in Rho (Milan), in the Auditorium of the exhibition centre (Centro Servizi), Strada Statale del Sempione 28, (reserved parking is available with entry from Porta Sud), in first convocation on 23 April 2013 at am and, if required, in second convocation on 24 April 2013 at the same time and place, to approve the following Agenda 1. Adoption of the Rules of Procedure for Shareholders Meetings; resolutions pertaining thereto and resulting therefrom. 2. Financial Statements, the Board of Directors Management Report, and the Report of the Board of Statutory Auditors for the year ended 31 December 2012; resolutions pertaining thereto and resulting therefrom. 3. Appointment of a Director; resolutions pertaining thereto and resulting therefrom. 4. Report on Remuneration pursuant to Article 123-ter of Legislative Decree 58/98; resolutions pertaining thereto and resulting therefrom. 5. Incentive plan under Article 114-bis of Legislative Decree 58/98; resolutions pertaining thereto and resulting therefrom. 6. Supplementary remuneration of the audit company PricewaterhouseCoopers SpA; resolutions pertaining thereto and resulting therefrom. 7. Amendments to the Regulations regarding the exercise of powers of direction and coordination by the Parent Company; resolutions pertaining thereto and resulting therefrom. The issued and fully paid-up share capital is Euro 42,147, (forty-two million one hundred and fortyseven thousand four hundred and thirty-seven) made up of no. 42,147,437 (forty-two million one hundred and forty-seven thousand four hundred and thirty-seven) registered shares each of nominal value Euro 1.00 (one). The shares are indivisible and each carries one voting right except for treasury shares, held directly, which do not have this right. At today s date, the Company holds directly no. 626,758 treasury shares, equal to 1.49% of the share capital. Additions to the Agenda and tabling of new resolutions Shareholders who collectively represent at least one-fortieth of the Company s share capital may also request, in writing, additions to the agenda of the meeting within ten days of publication of this notice of the Shareholders' Meeting, in accordance with Article 126-bis of Legislative Decree 58/1998 (the Consolidated Finance Act), by specifying in the request the additional topics they wish to discuss. This request must be 4

7 FIERA MILANO 2012 ANNUAL REPORT Notice of convocation of the Shareholders Meeting sent, together with certification of the right to attend, by registered delivery, with proof of receipt, to the operational and administrative offices of the Company in Rho (Milan), Strada Statale del Sempione 28 (Investor Relations Department) or by to the address Within the same time limit and in the same way, a report on the proposed topic for discussion must be delivered to the Board of Directors of the Company. Requests for additions to the agenda are not allowed for topics that shareholders are asked to approve, in accordance with applicable law, upon proposal of the Directors or based on a plan or report prepared by the Directors. Legitimate attendance at the Shareholders Meeting Legitimate attendance at the Shareholders Meeting and the exercise of the right to vote must be proved by a communication to the Company from an intermediary that agrees with the latter s accounting records on behalf of the person having the right to vote on the basis of evidence of possession of the shares at the end of the accounting day on the seventh trading day preceding the date set for the first convocation of the Shareholders Meeting (12/04/2013); credit or debit registrations to the share account after this time will not be considered for the legitimate exercise of the voting right at the Shareholders Meeting. Those who appear as shareholders of the Company after this date are not permitted to attend or vote in the Shareholders Meeting. The aforementioned communication from the intermediary much reach the Company by the end of the third stock market trading day prior to the date set for the first convocation of the Shareholders meeting (18/04/2013). Those persons whose communication arrives at the Company after this date, as long as it is before the start of business of the Shareholders Meeting that has been convened, may still legitimately attend and vote at the Meeting. Proxy attendance at the Shareholders Meeting Any person who may legitimately attend the Shareholders Meeting may be represented by a written proxy according to the provisions of enacted law if the person who may legitimately vote signs the proxy form that is available on request from the recognised intermediary or uses the form available on the website (under Investor Relations/Corporate Governance/Shareholders meeting). Notification of the proxy may be made by sending the form to the operational and administrative headquarters of the Company in Rho (Milan), Strada Statale del Sempione, 28 (Investor Relations Department) or to the address investor.relations@fieramilano.it. Proxies attending the Shareholders Meeting on behalf of shareholders must demonstrate that they are the person delegated in the original notification of the proxy. The proxy may also be freely given, with instructions on how to vote, to the company Servizio Titoli SpA, which has been delegated for this purpose by the Company, in accordance with Article135-undecies of the Consolidated Finance Act by signing the proxy form available from 14/03/2013 on the website (under Investor Relations/Corporate Governance/Shareholders meetings) on condition that the original is received by Servizio Titoli SpA at its registered office at via Lorenzo Mascheroni no Milan, and by sending in advance by fax to a declaration that the proxy corresponds to the original notification or by sending it as an attachment to an to the address ufficiomilano@pecserviziotitoli.it, by the end of the second stock market trading day preceding the date of the Shareholders Meeting, or that held in second convocation (i.e. by 19/04/2013, or by 22/04/2013 for the second convocation of the Shareholders Meeting). Proxies given in this manner may only be used for proposals where voting instructions have also been given. The proxy and the voting instructions may be 5

8 Notice of convocation of the Shareholders Meeting FIERA MILANO 2012 ANNUAL REPORT retracted within the same time period above (i.e. by 19/04/2013, or by 22/04/2013 for the second convocation of the Shareholders Meeting). Right to table questions regarding matters on the Agenda Shareholders may table questions regarding the subjects on the agenda before the Shareholders Meeting, in accordance with Article 127-ter of the Consolidated Finance Act; these must be sent by registered delivery, with proof of receipt, to the operational and administrative offices of the Company in Rho (Milan), Strada Statale del Sempione 28 (Investor Relations Department) or by to the address Questions received by the third day preceding the date of the first convocation of the Shareholders Meeting (20/04/2013) will be answered, at the latest, during the Shareholders Meeting and the Company reserves the right to give a single answer to questions covering the same subject. With reference to item 3 on the Agenda, it should be remembered that under Article 14 of the Company s Articles of Association, the appointment will legally be made without the presentation of lists as the Director that resigned was from the only list presented, that of the controlling shareholder. Further details on this matter are available in the relevant Report prepared in accordance with 125 ter of the Consolidated Finance Act. Documentation and Information Any documentation relating to items on the Agenda will be deposited at the registered office of the Company and at its operational and administrative offices in Rho (MI), Strada Statale del Sempione 28, Centro Servizi, Office reception, at Borsa Italiana and on the Company website under Investor Relations/Corporate Governance/Shareholders meeting, and is available to the shareholders and the public as legally required. Copies of all the aforementioned documentation are available to shareholders. Rho (Milan), 11 March 2013 The Chairman of the Board of Directors Michele Perini (Notice published in the daily newspaper Avvenire on 15 March 2013) 6

9 FIERA MILANO 2012 ANNUAL REPORT Letter to Shareholders Letter to Shareholders Dear Shareholders, The continuing economic crisis, the length and severity of which is difficult to forecast, resulted in a fall in 2012 Italian GDP of over 2% and, according to the most recent estimates, of 0.5% for the Eurozone. The recession has impacted all sectors, including the exhibition sector. In that scenario Fiera Milano suffered a decline in its results for 2012; this was largely foreseen but proved more severe than expected in the last quarter of the year. The constant focus on costs permitted your company to contain the impact of the widespread drop in demand for exhibition space and services on the domestic market where companies reduced the promotional and marketing investments. However, this effort was unable to compensate fully for the effect the crisis in the transport sector had on the exhibition Transpotec & Logitec, which resulted in impairment of the trademark. It should also be remembered that the results are further penalised by any comparison with the preceding financial year due to the absence of the income, classified as other income, to the anticrisis fund from the controlling shareholder Fondazione Fiera Milano, which ended with the tranche of Euro 10.3 million in However, positive developments came from the foreign activities of the Group, which, once again, demonstrated how opportune the decision of Fiera Milano had been to accelerate its internationalisation in recent years and position itself in the large developing markets outside Europe. These markets now generate over one quarter of the gross operating profit of the Group. For this reason, international growth remains of the highest strategic importance for Fiera Milano. Significant progress was made on this front in the second half of 2012 with the entry of Fiera Milano in Turkey and South Africa, as well as with the signing of a preliminary agreement for a further acquisition in China. There were also other important developments, albeit less obvious. In 2012, Fiera Milano launched the second phase of its internationalisation strategy which has two operational directions: the complete integration of the foreign entities in Brazil, China, India, Turkey, South Africa, Russia and Singapore in order to encourage, wherever possible, business cross-fertilisation among the different countries; and the creation of global exhibitions, a trend in the exhibition business that goes arm in arm with economic globalisation. In this context, there was the launch of Macef in Russia and Brazil and of Food Hospitality World, an exhibition specifically designed for the large new markets outside Europe and that capitalises on the experience gained from the two well known exhibitions, Tuttofood (food) and Host (professional hospitality). Food Hospitality World is Fiera Milano s first global trademark. It is moving across the world with increasing success and the editions scheduled for this year will see it held in India, China, Brazil and Turkey. In an environment of recession in Italy, of economic problems in Europe and continuing uncertainty on the economy in the short-term, Fiera Milano remains bent on reinforcing its leading products, accelerating its international development and increasing the loyalty of its clients through its competitive and high quality offering. The increased efficiency acquired in recent years and the dynamism with which it is facing the systemic difficulties of this period have ensured that it is able to take advantage of every possibility for recovery, starting with the business opportunities that will come from its collaboration with Expo The Chairman Michele Perini The Chief Executive Officer Enrico Pazzali 7

10 Corporate Bodies and Independent Auditor FIERA MILANO 2012 ANNUAL REPORT Corporate Bodies and Independent Auditor BOARD OF DIRECTORS Michele Perini Attilio Fontana Renato Borghi Enrico Pazzali Roberto Baitieri Pier Andrea Chevallard Davide Croff (1) Giampietro Omati Romeo Robiglio Chairman Deputy Vice-Chairman* Vice Chairman* Chief Executive Officer Director* Director* Director* Director* Director * Independent director under the Self-Regulatory Code of the Italian stock exchange. Independent director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February CONTROL AND RISK COMMITTEE Renato Borghi Roberto Baitieri Davide Croff (1) REMUNERATION COMMITTEE Attilio Fontana Giampietro Omati Romeo Robiglio BOARD OF STATUTORY AUDITORS SUPERVISORY BOARD under Decree Law 231/01 Stefano Mercorio Chairman Michele Perini Ugo Lecis Alfredo Mariotti Statutory Auditor Pier Andrea Chevallard Andrea Pizzoli Damiano Zazzeron Statutory Auditor Antonio Guastoni Substitute Auditor Pietro Pensato Substitute Auditor MANAGER RESPONSIBLE FOR PREPARING THE COMPANY S FINANCIAL STATEMENTS LAW 262/2005 Flaminio Oggioni (1) Co-opted on 29 October 2012 to replace Michele Motterlini, who resigned on 30 July The mandates of the Board of Directors and the Board of Statutory Auditors were renewed at the Shareholders Meeting of 27 April 2012 and expire with the Shareholders Meeting to approve the Financial Statements at 31 December The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Company, excluding only those which by law are the preserve of the Shareholders Meeting. The Chairman, in addition to legally representing the Company and performing the duties as required by law and by the Company s articles of association, also, in conjunction with the Chief Executive Officer, has the following responsibilities: relations with shareholders, national and international institutional relations, internationalisation activities, strategic and innovative initiatives, verification of the implementation of the Board of Directors resolutions and supervision of internal auditing. The Chief Executive Officer has ordinary and extraordinary administrative powers, except for those relating to certain specific matters that include the acquisition or disposal of investments, obtaining loans that exceed 30% of the Company s equity, the stipulation of contracts for assets, excluding leases for the conduct of Company business of less than six years duration, approval of the budget for the year, and the grant of guarantees to third parties. INDEPENDENT AUDITOR PricewaterhouseCoopers SpA The mandate, given by the Shareholders Meeting of 28 October 2005 and modified by the Shareholders Meeting of 10 January 2007 following the change in the end of the reporting period of the Company and extended for a further six financial years by the Shareholders Meeting of 27 April 2007, is for the financial year to 30 June 2006 and the financial years ending 31 December

11 FIERA MILANO 2012 ANNUAL REPORT Group structure Group structure The Fiera Milano Group is involved in all the normal phases of the exhibition and congress sector and is one of the leading international integrated companies in this sector. Since 2011, the strategic direction, the corporate reorganisation and rationalisation of Fiera Milano Group, and the expansion in international markets has resulted in changes to the internal organisational structure and to the valuation and corporate reporting system. Therefore, the operating segments have been redefined as follows: - Italian Exhibitions: this segment covers all activities for the organisation and hosting of exhibitions and other events in Italy through the use, promotion and offer of furnished exhibition spaces, of project support, and of ancillary services. Specifically this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors): that are directly organised by the Group or in partnership with third-parties; organised by third parties, through the hiring out of spaces and services. These activities are carried out by the Parent Company Fiera Milano SpA, and by Milan International Exhibitions Srl, a company with its registered office in Rho. TL.TI Expo SpA has been incorporated into the Parent Company, Fiera Milano SpA, since 1 June Foreign Exhibitions: this segment covers all activities for the organisation of exhibitions and other events abroad through the use, promotion and offer of furnished exhibition spaces, of project support, and of ancillary services. Specifically this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors) that are directly organised by the Group or in partnership with third-parties. These activities are carried out by: Hannover Milano Global Germany GmbH, a joint venture with Deutsche Messe AG of Hanover, which operates in China through two subsidiaries, Hannover Milano Fairs Shanghai Co Ltd and Hannover Milano Fairs China Ltd, and in India through Hannover Milano Fairs India Pvt Ltd and its subsidiary, Global Fairs & Media Private Ltd, which has been 50% owned since 23 January 2012; Cipa FM Publicações e Eventos Ltda (hereinafter Cipa FM ), with its registered office in São Paulo; the share capital is 75% owned by the Brazilian subsidiary Eurofairs International Consultoria e Participações Ltda (hereinafter Eurofairs ); Fiera Milano India Pvt Ltd, with its registered office in New Delhi; Limited Liability Company Fiera Milano, with its registered office in Moscow; Fiera Milano Interteks Uluslararasi Fuarcilik A.S. (hereinafter Interteks ), the exhibition market leader in Turkey, following the acquisition of 60% of the share capital by the Parent Company Fiera Milano SpA on 3 August 2012; Cape Gourmet Food Festival PTY Ltd. (hereinafter Cape Gourmet ), a South African exhibition company following the acquisition of 75% of the share capital by the Parent Company Fiera Milano SpA on 31 August Stand-fitting services: this segment covers stand-fitting services, technical services and all exhibition site services for exhibitions and congresses carried out by Nolostand SpA. - Media: this segment covers the production of content and supply of on line and off line publishing services, as well as those associated with the organisation of events and congresses. This segment includes the following sectors: 9

12 Group structure FIERA MILANO 2012 ANNUAL REPORT publishing and digital services; events and training. This area is headed up by Fiera Milano Media SpA. - Congresses: this segment covers the management of conferences and events by Fiera Milano Congressi SpA. The table below shows the Fiera Milano Group structure divided into business segments at 31 December Attachment 1 on page 164 gives a list of all the companies included in the consolidation area. 10

13 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano on the stock market Fiera Milano on the stock market On 12 December 2002, the ordinary shares of Fiera Milano SpA were listed on the STAR segment of the stock market regulated by Borsa Italiana SpA. The STAR segment is the segment of the Italian stock market for the shares of companies with a market capitalisation of between Euro 40 million and Euro 1 billion issued by companies who undertake to meet specific requirements for corporate governance and corporate information. The graph below shows the Fiera Milano share performance in the two years , relative to the FTSE Italia All-Share and FTSE Italia STAR indices. Fiera Milano stock performance and performance of main indexes (basis = 100) Fiera Milano FTSE Italia STAR FTSE Italia All-Share Stock prices and market capitalisation From to Per-share prices Market capitalisation ( ) ( million) as at maximum minimum as at as at maximum minimum as at Fiera Milano

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15 BOARD OF DIRECTORS MANAGEMENT REPORT

16 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Summary of results and significant events during the year The 2012 financial year was characterised by the continuation of the critical economic situation. The contraction in the domestic market affected all sectors and, inevitably, also had a widespread affect on exhibitions, albeit to differing degrees, and a knock-on effect on the key financial results of the Group. However, this trend was, in part, offset by the growth in exhibitions abroad, also due to the acquisitions made in the financial period under review, the full impact of which will be evident from It should also be noted that, unlike 2012, the 2011 financial year benefited from the income from the controlling shareholder Fondazione Fiera Milano for its share of the anticrisis initiatives. The gross operating profit declined 42% compared to the figure for The slowdown in the domestic market and the absence of income, classified as other income, from the controlling shareholder Fondazione Fiera Milano for its share of the anticrisis initiatives were the main reasons for this decline. In Italy lower demand for exhibition space resulted in a 4% decrease in the net square metres occupied that was offset by the good performance of exhibitions abroad, which grew 23% year-onyear. There was a drop in demand at Bit and at the September edition of Macef, among the directly organised exhibitions. Among the exhibitions that were hosted, there was a positive performance from those in the fashion sector and a decline in Made Expo and Eicma Moto. In 2012, the Group organised forty-three exhibitions abroad and generated ca. 27% of consolidated gross operating profit from outside Italy. This was also due to the acquisitions of Cape Gourmet in South Africa and Interteks in Turkey and the strong performance of the exhibitions in Brazil. The portfolio of exhibitions was enhanced by the launch of eighteen new exhibitions (of which fourteen were outside Italy). The EBIT was penalised by the write-down of the Transpotec & Logitec trademark following an impairment test carried out when there was an indication of impairment linked to the negative performance of the 2013 edition of the exhibition with the same name. The table on the following page shows the key Group figures from the Income Statement and the Statement of Financial Position. When reading these figures it should be remembered that the exhibition business is seasonal due to the existence of exhibitions that have a biennial and multi-annual frequency. This makes a comparison between financial years more difficult. Given the total amount of the equity capital and income items, the Group considers the amount of Euro million to be the significant level that requires separate disclosure of non-recurring and atypical and/or unusual transactions in the accounts. It should be noted that there were no atypical and/or unusual transactions during the financial year. Further information on significant events and non-recurring transactions and details and information on related-party transactions are given in the Explanatory and Supplementary Notes to the Financial Statements. 14

17 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Fiera Milano Group Summary of key figures Full Year Full Year Full Year (Amounts in 000) at 31/12/12 at 31/12/11 at 31/12/10 Revenues from sales and services 263, , ,358 Gross operating result 17,933 30,917 20,430 Net operating result (EBIT) 2,105 15,518 2,336 Net Profit/(loss) (continuing operations) -1,936 5,149 2,074 Net Profit/(loss) (discontinued operations) Net profit/(loss) -1,936 5,149 2,074 - Attributable to the Shareholders of the controlling entity -2,024 4,927 2,192 - Attributable to Non-controlling interests Cash flow for the Group and Non-controlling interests (a) 13,892 20,548 20,168 Net capital employed (b) 139, , ,532 covered by: Equity attributable to the Group 56,002 68,210 63,924 Equity attributable to Non-controlling interests 3,868 2, Net financial debt/(cash) 79,673 52,220 84,227 Investments (continuing operations and discontinued operations) 16,965 33,234 6,704 Employees (no. of permanent employees at year end) (a) Cash flow is represented by the sum of the result for the financial year, depreciation and amortisation and provisions. (b) Net capital employed is represented by the sum of non current assets, non current liabilities and net working capital. The Group internationalisation process As part of its internationalisation strategy, on 23 January 2012, through Hannover Milano Fairs India Pvt Ltd, a company 100%-owned by Hannover Milano Global Germany GmbH, the Group acquired 50% of a New.Co called Global Fairs & Media Private Ltd from The Indian Express Ltd. This transaction, which also included the contribution of the business division for the Hospitality World Exhibition and the related publication by The Indian Express Ltd to the New.Co, was for a total consideration of Euro million. On 3 August 2012, 60% of Interteks in Turkey was acquired for a total consideration of USD million (Euro million 1 ) of which USD million (Euro million 1 ) was paid immediately. The remaining USD million (Euro million 1 ) was the share of Fiera Milano SpA for a recapitalisation of the company totalling USD million (Euro million 1 ), which was completed after the transaction was finalised. The acquisition consideration was reduced by Euro million following the contractually agreed price adjustment procedure. The Turkish company is the domestic market leader for exhibitions and has a diversified portfolio of exhibitions in the beauty and personal care, homes and gardens, hospitality, sailing, and logistics sectors. Interteks is also planning several new initiatives that include International Art Istanbul, Wedding, and Rehabtech in Istanbul. It has also benefited from the recent extension of the Istanbul Congress Center, the exhibition and congress site. On 31 August 2012, the acquisition of 75% of the South African Cape Gourmet Food Festival PTY Ltd. was finalised for a total price of million South African rand (Euro million 2 ), of 1 All figures in Euro are stated using the exchange rate on 3 August 2012 (EUR/USD = ) 2 All figures in Euro are stated using the exchange rate on 31 August 2012 (EUR/Rand = ) 15

18 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT which million South African rand (Euro million 2 ) paid on that date. The remaining million South African rand (Euro million 2 ) will be paid over two years contingent on the achievement of contribution margin targets for the 2012 and 2013 financial years by the Good Food & Wine Show. Cape Gourmet is a South African exhibition company that organises the agrifood exhibition, the Good Food & Wine Show, which takes place three times a year in Johannesburg (Gauteng), Cape Town and Durban. The exhibition is on its fourteenth edition and targets the food & beverage sector using a highly effective mixed business and consumer formula. On 3 December 2012, a preliminary agreement was signed to acquire 75% of the share capital of the Chinese exhibition company Worldex NewCo; the assets of the company, Guangzhou Shi Zhan Exhibition Service Co. Ltd. ( Worldex (China) ) and its subsidiary Hainan Shi Zhan Exhibition Co. Ltd will be contributed to Worldex NewCo. The transaction price is Euro million, Euro million of which will be paid on transfer of the shares. The remaining Euro million will be paid within one year of finalisation of the contract, conditional on the completion of the contribution of the assets, and is expected to take place in the first semester Worldex (China), which is present in the Chinese provinces of Guangdong and Hainan, has a portfolio of four exhibitions in the agrifood, professional hospitality and energy saving technology sectors that are leaders in their local market. The company is also present in India and Thailand with generalist B2B and B2C exhibitions and is also a supplier of specialist services linked to exhibitions, including installation services. New initiatives and actions to optimise the exhibition portfolio During 2012, eighteen new exhibitions were launched that covered 88,505 square metres of exhibition space, of which 36,665 square metres in Italy and 51,840 square metres abroad. In Italy, the four new exhibitions were all well received by the public: Milano Auto Classica, Eudishow, Robotica and Reatech Italia. The latter was organised using the experience of Reatech in Brazil, an event that has been successfully organised for the last eleven years by Cipa FM in São Paulo. Among the activities abroad, editions of Food Hospitality World were held in Mumbai and Bangalore as Fiera Milano used its experience in the food and professional hospitality sector to launch the event in new markets outside Europe. Also, as part of the internationalisation strategy for Macef, the first edition of Macef Russia was held in May in Moscow and of Macef Brazil in São Paulo in June. Lastly, there were the exhibitions that were added to the Group portfolio with the acquisitions in Turkey and South Africa in the third quarter; and the success of the first edition of the annual exhibition, Enersolar, launched in São Paulo by Cipa FM. During the period under review, the exhibition site of Rho also hosted to a series of important concerts including the Heineken Jammin Festival, all of which helped increase Group activity during the summer period. On 27 January 2012, as part of the structural reorganisation of the Company, the Board of Directors of the Parent Company approved the merger by incorporation of the 100%-owned subsidiary, TL.TI Expo SpA into its parent company Fiera Milano SpA. On 22 May 2012, the merger agreement was signed with legal effect from 1 June 2012 and accounting and tax effect from 1 January This transaction followed the acquisition by the Parent Company of the non-controlling interests in TL.TI Expo SpA, equal to 11.69% of the share capital. This acquisition took the shareholding to 100% and was finalised on 17 January 2012 for a consideration of Euro million. 16

19 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report On 13 April 2012, a payment of Euro million (5.513 million Brazilian reals 3 ) was made for a share capital increase in Eurofairs. The payment was to ensure that the sum due in 2011 for the deferred portion of the transaction consideration for the acquisition of Cipa FM could be paid. In 2012, the Parent Company continued the buy-back of treasury shares under the mandate given it by the Ordinary Shareholders Meeting of 27 April The aim of Fiera Milano SpA in carrying out the buyback was to stabilise the share price and, at the same time, to give a signal of confidence to the market. During the 2012 financial year, the Parent Company acquired 255,280 treasury shares at an average price of Euro 3.52 per share for a total of approximately Euro million. On 13 November 2012 it sold 600,000 treasury shares, 1.42% of the share capital, outside the market at a price of Euro 3.70 per share This transaction enabled some leading institutional investors to enter the share capital of the Company. At 31 December 2012 the Company owned 554,775 treasury shares or 1.32% of the share capital. In the financial year under review, the Group, due to the nature of its business, did not incur costs or investments that typically fall within the category of research & development. 3 All figures in Euro are stated using the exchange rate on 13 April 2012 (EUR/BRL = 2.397) 17

20 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Macroeconomic and reference sector background Macroeconomic trends GDP in the various countries reviewed showed widely differing trends in 2012: outside Europe, Japan moved from a marginally negative figure in 2011 to just over 2% growth and the United States consolidated the recovery made since the depths of the economic crisis. There was an overall fall in GDP in the Eurozone with the main countries in this area suffering a year-on-year decline. In December 2012, Japanese GDP grew 2.5% month-on-month following a 1.4% contraction. However, this positive figure was insufficient to take the performance for the fourth quarter into positive figures and, in fact, fourth quarter GDP was down 6.7% year-on-year, a deterioration on the third quarter when it fell 4.5% year-on-year. Private consumption was stable and the GDP decline reflected the fall in exports and investments. It was, therefore, hardly surprising that the Japanese Central Bank chose an official inflation target of 2% while at the same time introducing new expansive monetary policies: quantitative easing has led to a devaluation of the Japanese currency at the same time as the Euro has strengthened (as the Central Bank acquires Euros, thereby reducing the quantity in circulation). Germany, where over 50% of growth came from exports, has over recent years increasingly focused its economy on external demand rather than internal demand. For this reason, Germany, more than any other country, is worried by the new foreign exchange battles following the aggressive moves of Japan. The uncertainty on exports and the impact of the potential fiscal cliff in the US have had a negative impact on German companies with lower capital expenditure and a reduction in working hours; as a result, there was a 0.6% quarter-on-quarter decline in GDP in the fourth quarter. There was a substantial fall in consumer confidence in the second half of the year and this led to a 4.7% year-on-year decline in consumption in December. However, industrial production offered more positive signals with a month-on-month increase of 0.3% in December: orders increased on the back of an unexpected improvement in demand from Europe. The Italian recession intensified in the fourth quarter of 2012 following rising unemployment figures (to 11.2% overall and 36.6% among younger persons) and a decrease in industrial production. The crisis in the employment market, combined with an increase in salaries below that of inflation, had a negative impact on the consumption of Italian families: this fell 0.4% month-on-month in November after a 1% drop in October reflecting lower disposable income. Industrial production fell 7.6% yearon-year in November 2012 following a 6.2% year-on-year decline in October forecasts are for the negative trend in Italian GDP and other countries in the Eurozone to continue with just a slight increase in German GDP; Japan and the United States should continue to grow but at a lower rate than in

21 GDP change - % FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report GDP TRENDS IN THE MAIN GEOGRAPHICAL AREAS Italy Germany France Eurozone USA Japan Source: Consensus Forecast, February 2013 The exhibition sector Estimates for the final 2011 figures show a decline in exhibition space rented out in almost all the main European countries reviewed: rented space for international exhibitions in Germany was down compared to 2010 but higher than in 2009, an uneven-numbered year and, therefore, more comparable with 2011 because of the exhibition calendar. International exhibitions in Italy had a slightly worse performance than in 2010 on almost all criteria and there was a 2% decline in space rented out. Spain continued to suffer whilst in France rented space was more or less stable compared to Preliminary year-on-year figures for 2012 show differing trends: Italy had a decline in rented exhibition space but an increase in exhibitors due to the continuing presence of foreign exhibitors while visitor numbers were stable. The 2012 preliminary figures for Germany show an increase compared to 2011 with an ongoing positive trend: occupied exhibition space increased compared to 2010 even though the latter was a positive year due to the presence of some important multi-annual exhibitions. This appears to indicate a recovery from the difficulties suffered by the German exhibition sector on the back of the economic crisis. The presence of German exhibition organisers abroad has grown. In recent years Italy has also held successful events in the technology sector and others will be held in coming years an indication that there is a demand from Italian producers for specialist exhibitions even on the domestic market. There are encouraging signs from the United States: the CEIR (Center for Exhibition Industry Research) Index Report shows 2011 year-on-year growth of 2.7%, largely due to the positive result of the fourth quarter (+3.8%). The sector grew at a faster rate than GDP in three of four quarters and also for the full-year This is a turning point and signals a recovery in the exhibition sector in the United States after three consecutive years of decline. 19

22 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Source: Studi e Strategie Fondazione Fiera Milano using data from CERMES, AUMA, AFE, OJS, and JWC figures are estimates. The Global Exhibition Barometer, published by UFI 4 and carried out every six months among the members of UFI, SISO (Society of Independent Show Organizers), AFIDA (Asociación International de Ferias de América) and EXSA (Exhibition and Events Association of Southern Africa) indicates that the majority of those taking part in the survey worldwide forecast a year-on-year increase in In Europe, six out of ten participants predicted an increase in revenues, albeit to varying degrees depending on their reference markets: 39% in Italy, 61% in Germany, 75% in Russia and 81% in Turkey. As regards profitability, on average four out of ten interviewees worldwide forecast year-on-year growth of over 10%, a lower figure than predicted in Again, this figure varied from country to country: it was 11% in Italy, 25% in Germany, 29% in Russia, 36% in the USA, 40% in China and 67% in Turkey. There was also a significant variation in the percentage of companies who believed there would be a decrease in profits of over 10% (or a loss) in 2012 compared to the preceding year: it was one in ten companies in the Americas and the Asia/Pacific region, 20% in the Middle East and Africa, and over 20% in Europe. The congress sector Preliminary 2011 data for the segment of itinerant international congresses monitored by ICCA (International Congress and Convention Association) show little significant variations in the overall number of congresses and delegates. Europe continues to host the majority of international congresses surveyed (55% of the total) and participants (51% of the total): four of the first five countries for number of delegates are European. Italy is evident among these and, in 2011, was first amongst European countries for number of delegates and second in the world behind the United States. There was no increase in the number of congresses in Italy but the number of delegates grew by 14%. Driving this growth were the large scale congresses and, amongst cities, Milan, which rose to fourteenth position worldwide in 2011 with 45,000 congress delegates. Germany and Spain both suffered a drop in delegates, which was particularly marked in the case of Spain. The United Kingdom rose to second position in Europe for the number of congress delegates. However, this latter growth could be explained by the new capabilities generated by the British 4 UFI, The Global Association of the Exhibition Industry, Global Exhibition Barometer, January

23 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report section of MICE for international organisations on the occasion of the London Olympic Games: an understanding of the decision making mechanisms and the capacity for organising large international events could well be one of the legacies of the 2012 Olympic Games 5. Preliminary forecasts for 2012 are not yet available but the main sector surveys seem to indicate a measure of optimism amongst those in the sector. The surveys done by INCON 6, a partnership between the leading PCO (Professional Conference Organizers) and DMC (Destination Management Companies), shows that 44% of those who answered the survey said that they expected 2012 levels of activity to equal those of 2011; 41% stated there would be growth in the sector and just 15% said there would be a decline. Moreover, 41% of those surveyed expected the number of congress delegates in 2012 to remain stable. Sector analysts 7 also confirm this positive trend, which has been helped by the start-up of new professional associations which require new meeting points in the form of congresses. Looking at individual countries, it is possible to conjecture that the number of delegates should hold up in the main countries, except for in Great Britain: London does host a consistent number of association congresses but the presence of the Olympic Games probably resulted in a different balance in the type of events held there in As has happened with other large sporting events like the 2006 World Cup in Germany, corporate events organised by sponsors of the event increase significantly whilst other types of events decline, including congresses of associations. Source: Studi e Strategie Fondazione Fiera Milano using ICCA data figures are estimates. 5 Event personnel mirror qualities of Team GB, Event Magazine, September Fourth Annual INCON Survey of the Global Association Conference Market, May Rob Davidson, EIBTM 2011 Industry trends and market share report 21

24 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT The outlook The UFI Global Exhibition Barometer for 2013 shows that the majority of those surveyed are expecting an increase in revenues. However, there are considerable differences among the various geographic regions: for the first time in two years, the Asia/Pacific region is not the one where the highest percentage of companies believes that revenues will rise it has been overtaken by the Americas. The optimism is not only in South America but also in the United States: here 77% of those that responded to the survey expected growth in In Europe, six out of ten respondents expected revenues to grow. However, according to those surveyed, the effects of the economic crisis will still be felt in 2013: only 33% believe that the negative impact of the crisis on the exhibition sector will end in 2013 whilst 36% expect this to happen in The factors that will have most impact on the exhibition sector in the immediate future are exogenous (the health of national/regional economies and global economic uncertainty) rather than endogenous (local/national competition in the exhibition sector and the challenge posed by the managerial capabilities of individual exhibition companies). The Monitor of events in Italy 8, which analyses the trends in corporate and association events, both B2B and B2C, shows that 78% of those interviewed expect to invest in exhibition events in the next two years; this is an increase on the figure of 69% in the previous survey. Only 10% said that they did not intend to invest in events in the next two years. 8 Ottavo Monitor sul mercato degli eventi in Italia, November 2012, Astra Ricerche for ADC Group 22

25 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Economic and financial performance for the year ended 31 December 2012 Economic performance The Consolidated Income Statement is shown below. Consolidated income statement (Amounts in '000) % % % Revenues from sales and services 263, , , Cost of materials 2, , , Cost of services 129, , , Costs for use of 3rd-party assets 61, , , Personnel expenses 49, , , Other operating expenses 6, , , Total operating costs 249, , , Other income 4, , , Gross operating result 17, , , Depreciation and amortisation 14, , , Allowance for doubtful accounts and other provisions (Uses) , , Adjustments to asset values 2, Net operating result (EBIT) 2, , , Financial income/(expenses) -3, , , Profit/(loss) of equity-accounted companies Profit/(loss) before income tax -1, , Income tax , , Profit/(loss) from continuing operations -1, , , Profit/(loss) from discontinued operations Profit/(loss): -1, , , attributable to the Shareholders of the controlling entity -2, , , attributable to Non-controlling interests Cash flow for the Group and Non-controlling interests 13, , , Revenues from sales and services were Euro million, a decrease of Euro million compared to the figure of Euro million in the 2011 financial year. The fall in revenues was mainly due to the slowdown in the domestic market, which had a widespread impact on exhibitions, albeit to varying degrees. This explains the decline in Macef Autunno and Bit among the directly organised exhibitions and in Made Expo and Eicma Moto among the hosted exhibitions. Conversely, there was a positive performance from exhibitions in the fashion sector. There was also an effect from the different exhibition calendar, which in 2012 included Mostra Convegno Expocomfort and Xylexpo, both biennial exhibitions held in even-numbered years, and the triennial exhibitions Ipack- 23

26 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Ima and Plast; this had an impact on revenues that was in line with that of the directly organised biennial exhibitions held in uneven-numbered years, which, in 2011, were Host and Tuttofood. The contribution of exhibitions held abroad was highly significant, due to the good performance of the exhibitions held in Brazil (which included the annual exhibitions Exposec, Reatech and Enersolar and the biennial exhibitions Fesqua and Fisp) and to the exhibitions of the newly acquired companies, Interteks and Cape Gourmet. The Villa Erba congress centre made no contribution to revenues following termination of the lease contract for this business division effective from 31 December 2011 and there was also a decline in revenues from the publishing sector due to the drop in the advertising market. The Gross operating profit was Euro million compared to Euro million in 2011, a decrease of Euro million. The aforementioned trend in revenues and the absence of the income, classified as other income, to the anticrisis initiatives from the controlling shareholder Fondazione Fiera Milano were the two main reasons for the fall in the operating margin. Operating expenses fell as a result of the decrease in exhibition costs, which was directly linked to the trend in volume sales, and the cost-cutting policies of the Parent Company and its subsidiaries. However, they increased due to higher rental costs for the exhibition site; to operating expenses in the joint venture with Deutsche Messe for development initiatives; to acquisitions made in the financial period under review; and to personnel expenses as a result of the strengthening of the marketing department. The net operating result (EBIT) was Euro million, compared to Euro million in 2011, a decrease of Euro million. This was greater than the decrease in the gross operating profit and mainly reflected the impairment charge for the Transpotec & Logitec trademark made following the impairment test carried out when an indication of impairment became evident from the trend in the 2013 edition of the exhibition. This impact was in part offset by the write-back of provisions for the reorganisation of personnel and by lower provisions for doubtful receivables. Financial income/(expenses) were negative for Euro million compared to a negative figure of Euro million in 2011, and reflected the trend in interest rates and the higher average debt for the year. The Pre-tax result was negative for Euro million compared to a pre-tax profit of Euro million in The net result at 31 December 2012 was negative for Euro million, after a tax charge of Euro million, compared to a net profit for the previous financial year of Euro million after a tax charge of Euro million. The fall in the tax charge was mainly due to pre-paid taxes which more than offset the current IRAP tax charge and the income tax payable by the foreign subsidiaries. Recognition of these pre-paid taxes was for tax losses carried forward for the period and those for the previous financial years, , the existence of which became evident after deductions had previously been made; these had a retroactive effect on IRES tax due to the weighting of personnel expenses on IRAP under Legislative Decree 201/2011 (known as Salva Italia ) and were recognised in the financial period under review against a valuation of the recoverability of these in the approved plans. 24

27 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Deferred tax assets also reflected the use of provisions for risks and charges made in previous financial periods recognition of which was deferred until they were used. Further details on taxes are given in the appropriate Explanatory and Supplementary Notes to the Financial Statements. The net result was attributable as follows: - A negative amount of Euro million to Shareholders of the controlling entity; - Euro million to non-controlling interests. 25

28 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Financial position and financial performance The table below shows the Reclassified Consolidated Statement of Financial Position. Reclassified Consolidated Statement of Financial Position (Amounts in '000) 31/12/12 31/12/11 31/12/10 Goodwill and intangible assets with an indefinite useful life 113, , ,648 Intangible assets with a finite useful life 60,015 58,407 47,567 Tangible fixed assets 24,258 30,667 30,432 Other non-current assets 14,599 14,521 16,783 A Non-current assets 212, , ,430 Inventory and contracts in progress 4,143 1,988 2,947 Trade and other receivables 52,017 62,593 65,968 Other current assets B Current assets 56,160 64,581 68,915 Trade payables 41,493 44,508 38,951 Payments received on account 33,343 47,507 35,874 Tax liabilities 4,296 3,666 2,403 Provisions for risks and charges and other current liabilities 23,762 34,128 19,137 C Current liabilities 102, ,809 96,365 D Net working capital (B - C) -46,734-65,228-27,450 E Gross capital employed (A + D) 165, , ,980 Employee benefit provisions 8,707 7,727 9,693 Provisions for risks and charges and other non-current liabilities 17,767 19,776 14,755 F Non-current liabilities 26,474 27,503 24,448 G NET CAPITAL EMPLOYED continuing operations (E - F) 139, , ,532 H NET CAPITAL EMPLOYED discontinued operations TOTAL NET CAPITAL EMPLOYED (G + H) 139, , ,532 covered by: Equity attributable to the Group 56,002 68,210 63,924 Equity attributable to Shareholders of the controlling entity 3,868 2, I Total equity 59,870 70,666 64,305 Cash & cash equivalents -19,400-19,865-22,692 Current financial (assets)/liabilities 71,302 56, ,214 Non-current financial (assets)/liabilities 27,771 15,324 2,705 Net financial position (continuing operations) 79,673 52,220 84,227 Net financial position (discontinued operations) L Net financial position (TOTAL) 79,673 52,220 84,227 EQUITY AND NET FINANCIAL POSITION (I + L) 139, , ,532 The entries in the Reclassified Consolidated Statement of Financial Position correspond to those in the Consolidated Statement of Financial Position. Net capital employed totalled Euro million at 31 December 2012, an increase of Euro million compared to the figure at 31 December

29 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Non-current assets were Euro million at 31 December 2012 compared to Euro million at 31 December The change was mainly due to a decrease in intangible and tangible fixed assets due to depreciation and amortisation. This was largely offset by goodwill and the new exhibition trademarks of Interteks and Cape Gourmet. Net working capital, the balance of current assets and current liabilities, went from a negative figure of Euro million at 31 December 2011 to a negative figure of Euro million at 31 December The change reflects the decrease in payables to organisers and pre-payments due to the different exhibition calendar. Fiera Milano Group has structural negative net working capital due to the favourable cash management cycle of both exhibitions and congresses where advance payment of part of the attendance fee is made by clients. Furthermore, Fiera Milano SpA also manages these activities on behalf of third-party organisers and, in this way, generates positive cash flows also from the rent of exhibition space. The net financial position of the Group was net debt of Euro million at 31 December 2012 compared to net debt of Euro million at 31 December The increase in net debt reflected cash outflows for the investments made in the financial period under review, which were mainly for the acquisitions of Cape Gourmet and Global Fairs & Media Private Ltd; payment of the dividend to shareholders; payment of the earn outs for the acquisitions of CIPA FM and Hannover Milano Global Germany GmbH; and the decrease in cash flow from operations. A five-year financing was signed for Euro million to cover investments by the Parent Company but it also permitted a further movement of part of current bank borrowings to noncurrent bank borrowings. Details of the net financial position are given in the Explanatory and Supplementary Notes to the Consolidated Financial Statements. With reference to Total Equity, the following table shows the reconciliation of the Parent Company Financial Statements with the Consolidated Financial Statements: Statement of reconciliation between Fiera Milano SpA and the consolidated financial statements ( '000) Full year 2012 Full year 2011 Equity Profit/(loss) Equity Profit/(loss) PARENT COMPANY EQUITY AND PROFIT 65,549-1,822 75,432 8,849 Equity and net profit/(loss) of consolidated companies 66, , Intragroup dividends - -1, ,215 Elimination of carrying value of consolidated investments -101, ,368 - Goodwill arising from acquisitions 26,731-25,181 - Write-down of investments, net of tax effect 2, ,674 - Elimination of intragroup margins Minor consolidation adjustments, net of tax effect TOTAL EQUITY 59,870-1,936 70,666 5,149 of which attributable to Non-controlling interests 3, , CONSOLIDATED EQUITY AND PROFIT/(LOSS) 56,002-2,024 68,210 4,927 27

30 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Investments In the financial year to 31 December 2012, investments totalled Euro million and the breakdown was as follows: Investments Full year Full year Full year ( '000) to 31/12/12 to 31/12/11 to 31/12/10 Intangible fixed assets 14,844 24,692 2,667 Tangible fixed assets 2,121 8,542 4,037 Total investments in non-current assets 16,965 33,234 6,704 Investments in intangible fixed assets totalled Euro million and were mainly for goodwill, trademarks and publications; the figure increased as a consequence of the acquisitions of Interteks and Cape Gourmet, the functional improvements to the management information system of the Parent Company, and the implementation of some digital projects. Investments in tangible fixed assets totalled Euro million and were mainly attributable to: - an increase for acquisitions of furniture and goods to be hired out for exhibitions; - costs for the refurbishment and alterations to the structure of the new congress centre MiCo Milano Congressi; - improvements to the exhibition site and purchases of electronic equipment. Further details on investments are given in the Explanatory and Supplementary Notes to the Consolidated Financial Statements. 28

31 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Business performance by operating segment and by geographic area The key Group figures by operating segment and by geographic area are given in the following table. Summary of data by operating segment and by geographic area (Amounts in '000) Revenues from sales and services - By operating segment: % %. Italian Exhibitions 198, , Foreign Exhibitions 23, , Stand-fitting Services 31, , Media 12, , Congresses 26, , Total revenues gross of adjustments for inter-segment transactions 292, , Adjustments for inter-segment transactions -29,344-32,561 Total revenues net of adjustments for inter-segment transactions 263, ,000 - By geographic area:. Italy 239, , Foreign countries 23, , Total 263, , Gross operating result % of % of - By operating segment: revenues revenues. Italian Exhibitions 7, , Foreign Exhibitions 4, , Stand-fitting Services 2, , Media Congresses 3, , Adjustments for inter-segment transactions Total 17, , By geographic area:. Italy 13, , Foreign countries 4, , Total 17, , Net operating result (EBIT) % of % of - By operating segment: revenues revenues. Italian Exhibitions -1, , Foreign Exhibitions 2, , Stand-fitting Services Media , Congresses 1, , Adjustments for inter-segment transactions Total 2, , By geographic area:. Italy , Foreign countries 2, , Total 2, , Employees (no. of permanent employees at year end) - By operating segment: % %. Italian Exhibitions Foreign Exhibitions Stand-fitting Services Media Congresses Total By geographic area:. Italy Foreign countries Total

32 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT The activities of the Fiera Milano Group are grouped into five operating segments: Italian Exhibitions, Foreign Exhibitions, Stand-fitting Services, Media, and Congresses. Revenues from sales and services at 31 December 2012, before elimination of transactions between operating segments, were Euro million, of which 68% generated by Italian Exhibitions, 8% by Foreign Exhibitions, 11% by Stand-fitting Services, 4% by Media and 9% by the Congress segment. - Revenues from Italian Exhibitions, which are almost entirely from the Parent Company Fiera Milano SpA, were Euro million and decreased Euro million compared to the figure of Euro million for the 2011 financial year. The fall in revenues was mainly due to the slowdown in the domestic market, which had a widespread impact on exhibitions, albeit to varying degrees. This was behind the decline in Macef Autunno and Bit among the directly organised exhibitions and in Made Expo and Eicma Moto among the hosted exhibitions. Conversely, there was a strong performance from exhibitions in the fashion sector. There was also an effect from the different exhibition calendar, which in 2012 included Mostra Convegno Expocomfort and Xylexpo, both biennial exhibitions held in even-numbered years, and the triennial exhibitions Ipack-Ima and Plast; this had an impact on revenues that was in line with that of the directly organised biennial exhibitions held in uneven-numbered years, which, in 2011, were Host and Tuttofood. - Revenues from Foreign Exhibitions, mainly from Hannover Milano Global Germany GmbH, the joint venture with Deutsche Messe AG of Hannover, from Cipa FM, and from the two new acquisitions, Interteks and Cape Gourmet, totalled Euro million, an increase of Euro million compared to the figure of Euro million in the 2011 financial year. The contribution from exhibitions held abroad was highly significant due to the good performance of the exhibitions held in Brazil. These included the launch of new exhibitions: the Brazilian edition of Macef, Enersolar and Reacess. There was also a positive impact from the different exhibition calendar and the presence of the biennial exhibitions Fisp and Fesqua. This good performance was also boosted by the exhibitions that became part of the Group with the acquisitions of the third quarter 2012: these exhibitions included Beauty & Care Ankara, Yacht Show, Marathon Expo, and Transist in Turkey and the Good Food & Wine Show Gauteng in South Africa. New exhibitions were also launched in Asia: the Commercial Vehicle Show and Food Hospitality World, a global exhibition of Fiera Milano, which was held in Guangzhou in China and also in Mumbai and Bangalore in India. - Revenues from Stand-fitting Services were Euro million, a decrease of 4% compared to the preceding financial year (Euro million). The decrease reflects a drop in stand-fitting services linked to the lower amount of space occupied by the exhibitions and events held in the financial period under review. - Media revenues totalled Euro million, a decrease of ca. 25% compared to the previous financial year (Euro million). The decrease reflects the contraction in the advertising market and a decrease in sponsorship revenues for events and training. - Congress revenues were Euro million, almost 10% lower than in the previous financial year (Euro million).the decrease reflects the fact that the Villa Erba congress centre made no contribution to revenues following termination of the lease contract for this business division effective from 31 December This was in part compensated by the presence of ciao 30

33 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report some important international events and congresses that included the ESCRS (European Society of Cataract and Refractive Surgeons) congress, the VII World Meeting of Families, the World Congress on Pain, the SAP EMEA corporate convention and the EANM (European Association of Nuclear Medicine) conference. The gross operating profit of Euro million fell by Euro million compared to the preceding financial year and the breakdown by operating segment was as follows: - Italian Exhibitions had gross operating profit of Euro million compared to Euro million in the financial year to 31 December The decline in the gross operating profit was due to the lower amount of exhibition space occupied and the figure was also impacted by the absence in 2012 of the income, classified as other income, made in 2011 by the controlling shareholder, Fondazione Fiera Milano for the anticrisis initiatives (Euro million). This was partly offset by a reduction in operating expenses. The trend in operating expenses reflects a decrease in exhibitions costs directly linked to the trend in volume sales, a decrease in personnel expenses due to lower provisions for the variable component of remuneration, and an increase in rental costs. - Foreign Exhibitions had gross operating profit of Euro million compared to Euro million in the financial year to 31 December It was almost unchanged year-on-year despite the abovementioned increase in revenues from this segment. This was due to higher operating costs for development initiatives in the company held in joint venture with Deutsche Messe, and for higher personnel expenses due to the strengthening of the marketing department. - Stand-fitting Services had gross operating profit of Euro million, a decrease of Euro million compared to the figure of the preceding financial year (Euro million). The decrease in the gross operating profit reflects the fall in revenues, which was, in part, compensated by the cost cuts implemented by the company. - Media had gross operating profit of Euro million, a decrease of Euro million compared to the preceding financial year (Euro million). This was due to the fall in revenues but was, in part, compensated by the effects of the corporate mergers and rationalisation undertaken in the preceding financial year. - Congresses had gross operating profit of Euro million compared to Euro million in the financial year to 31 December The slight decrease in the gross operating profit was lower than that of revenues mainly due to the cost savings implemented by the Company. The total net operating result (EBIT) was Euro million compared to Euro million in the 2011 financial year, and may be broken down as follows: - Italian Exhibitions had a net operating loss of Euro million compared to a net operating profit of Euro in The Euro million decrease mainly reflects the trend in the gross operating profit. However, it also reflects the write-down of the Transpotec & Logitec trademark following the impairment test carried out on the indication of impairment that came from the negative result of the 2013 edition of the exhibition of the same name. This was partly offset by a higher write-back of provisions for reorganising personnel and by lower movements to the provision for doubtful receivables. - Foreign Exhibitions had net operating profit of Euro million compared to Euro million in the financial year to 31 December The increase in provisions for risks and for doubtful receivables by Cipa had a negative impact on this figure. - Stand-fitting Services had a net operating loss of Euro million, a decrease of Euro million compared to the 2011 financial year (Euro million). The decrease was mainly attributable to the trend in the gross operating profit. - Media: had a net operating loss of Euro million, an improvement of Euro million 31

34 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT compared to the preceding financial year (when it had a net operating loss of Euro million). The improvement benefited from higher utilisation of provisions for doubtful receivables and risk provisions. - Congresses had net operating profit of Euro million compared to Euro million in the financial year to 31 December The increase in the gross operating profit was mainly due to higher utilisation of provisions for risks and costs. The 751 Group employees at year-end 2012 were divided among the five operating segments as follows: 58% in Italian Exhibitions, 18% in Foreign Exhibitions, 7% in Stand-fitting Services, 12% in Media and 5% in Congresses. The key figures of the companies in the Foreign Exhibitions segment are given in the table below. Summary data for companies of foreign exhibitions sector (Amounts in '000) Revenues from sales and services By company: % %. Cipa FM Publicações e Eventos Ltda 12, , Hannover Milano Global Germany GmbH 10, , Cape Gourmet Food Festival Pty Ltd* 1, Fiera Milano Interteks Uluslararasi Fuarcilik A.S.** Fiera Milano India Pvt Ltd Eurofairs International Consultoria e Partipações Ltda Limited Liability Company Fiera Milano Total gross of adjustments 23, , Gross operating result - By company: % %. Cipa FM Publicações e Eventos Ltda 2, , Hannover Milano Global Germany GmbH 2, , Cape Gourmet Food Festival Pty Ltd* Fiera Milano Interteks Uluslararasi Fuarcilik A.S.** Fiera Milano India Pvt Ltd Eurofairs International Consultoria e Partipações Ltda Limited Liability Company Fiera Milano Total 4, , Net operating result (EBIT) - By company: % %. Cipa FM Publicações e Eventos Ltda , Hannover Milano Global Germany GmbH 2, , Cape Gourmet Food Festival Pty Ltd* Fiera Milano Interteks Uluslararasi Fuarcilik A.S.** Fiera Milano India Pvt Ltd Eurofairs International Consultoria e Partipações Ltda Limited Liability Company Fiera Milano Total 2, , * Company acquired on 31 August 2012 ** Company acquired on 3 August

35 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Operating figures The table below shows the figures for exhibitions held at the fieramilano and fieramilanocity venues and abroad in the financial year to 31 December 2012, compared with the figures for the previous two financial years. The table gives the square metres of occupied exhibition space and the number of participating exhibitors. The events are classified according to how frequently they are held - annual, biennial or multi-annual - and the figures for exhibitions directly organised by the Group are also given for each of the periods (the figures have been rounded up to make them easier to read and compare). Fiera Milano Group Summary operating figures Full year Full year Full year to 31/12/2012 to 31/12/2011 to 31/12/2010 Organised Organised Organised Total by the Group Total by the Group Total by the Group Number of exhibitions: Italy annual biennial multi-year Foreign Countries annual biennial multi-year Number of congresses with related exhibition space Net sq.metres of exhibition space: 1,829, ,745 1,817, ,670 1,694, ,860 Italy 1,476, ,220 1,530, ,665 1,508, ,465. annual (a) 1,073, ,580 1,235, ,150 1,182, ,395. biennial 294,740 20, , , ,530 28,840. multi-year 108,065-12,100-27,250 16,230 (a) of which congresses with related exhibition space 50,825-55,045-51,820 - Foreign Countries 353, , , , , ,395. annual 316, , , , , ,055. biennial 36,760 36,760 34,425 34,425 3,285 3,285. multi-year ,055 1,055 Number of exhibitors: 35,080 12,500 33,250 13,080 31,105 9,940 Italy 26,975 4,395 26,865 6,695 26,760 5,595. annual (b) 21,530 4,015 22,640 4,655 22,400 4,640. biennial 3, ,825 2,040 3, multi-year 1, (b) of which congresses with related exhibition space 3,920-2,390-3,565 - Foreign Countries 8,105 8,105 6,385 6,385 4,345 4,345. annual 7,385 7,385 5,295 5,295 4,130 4,130. biennial ,090 1, multi-year The table shows that in the 2012 financial year the percentage of total net square metres of exhibitions space covered by annual exhibitions was ca. 76%. Annual exhibitions covered 1,390,010 net square metres of exhibitions space, a decrease of 6.6% compared to 2011 but an increase of ca. 2% compared to The change compared to 2011 was mainly in annual exhibitions organised by third-parties (106,000 net square metres of exhibitions space less than in 2011, a decline of ca. 11%). Biennial exhibitions covered 331,500 net square metres of exhibitions space, a year-on-year increase of ca. 5%. There was an increase of 138,840 net square metres of exhibitions space in biennial exhibitions hosted by the Group in Italy and abroad but this was offset by a decrease of 124,540 net square metres of exhibitions space of biennial exhibitions directly organised by the Group due to the absence of the two exhibitions Tuttofood and Host held in There was also an increase of 95,965 net square metres of exhibitions space in multi-annual exhibitions organised by third-parties. The year-on-year increase in the contribution from 33

36 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT exhibitions held abroad was 66,520 net square metres of exhibitions space, or 23%. There were eighteen first editions of exhibitions launched in the financial year under review and they covered a total of 88,505 net square metres of exhibitions space. The tables below give comparative figures for the last three financial years for the portfolio of events hosted by the Group in the fieramilano and fieramilanocity sites with an indication of the net square metres of exhibition space occupied and the number of exhibitors classified by how frequently the events are held, and indicating those exhibitions directly organised (the figures have been rounded up to make them easier to read and compare). Italian exhibition portfolio Net sq. metres of exhibition space Number of exhibitors Full year to 31/12/12 Full year to 31/12/11 Full year to 31/12/10 Full year to 31/12/12 Full year to 31/12/11 Full year to 31/12/10 Annual Exhibitions: Directly organised - Bit 27,235 35,645 47, Chibidue-Chibimart 4,245 4,815 5, Chibimart 2,975 3,750 3, Macef autunno/bijoux 71,625 79,565 87,120 1,275 1,405 1,380 - Macef primavera 100, , ,005 1,540 1,635 1,635 - Miart 4,695 5,950 9, Milano Pret a Porter autunno 2,830 4,880 4, Milano Pret a Porter primavera 4,190 4,435 4, Reatech* 16, SposaItalia 7,820 7,670 7, Franchising & Trade a) a) 4,100 a) a) Macef - Abitami b) 34,775 - b) N.O.W. Fashion Exhibition autunno a) a) 465 a) a) 25 - N.O.W. Fashion Exhibition primavera a) a) 455 a) a) 25 - S.I.G. - Festivity c) 12,230 13,095 c) Total annual exhibitions directly organised 242, , ,395 4,015 4,655 4,640 Hosted - Artigiano in fiera 57,305 58,320 60,200 1,445 2,520 1,985 - Cartexpo 3,480 3, Cartoomics 8,000 8,055 5, Eicma Moto 85, ,300 90, Esposizione Internazionale Canina 15,000 17,000 17, Eudishow* 6, Expo Italia real estate 10,450 12,405 13, Expodental 6, Expotraining 1,565 1, Fa la cosa giusta 8,025 7,115 7, Festivity 13,790 c) c) 85 c) c) - G! come giocare 5,960 6,015 5, Hobby Show (first half) 5,000 5,000 5, Hobby Show (second half) 4,460 8,055 5, Intecharm 15,280 14,555 10, Made Expo 63,120 98,050 80,630 1,055 1,465 1,355 - Micam (Autumn) 68,355 70,010 70,915 1,470 1,520 1,470 - Micam (Spring) 68,565 71,130 71,085 1,475 1,510 1,470 - Mido 40,910 44,570 41, Mifur 18,045 16,880 16, Milano Auto Classica* 12, Milano Unica (Autumn) 20,795 21,955 21, Milano Unica (Spring) 20,460 19,690 20, Mipel (March) 14,340 15,915 16, Mipel (September) 13,445 16,135 15, Nuce (previous Life-Med) 3,340 3,260 2, Promotion Expo 4,205 5,130 6, Promotion trade exibition 5,240 5,270 5, Robotica* Salone del Franchising Milano 4,105 4, Salone del Libro Usato 2,670 3,370 2, Salone del mobile/ Complemento d'arredo** 155, , ,235 1,205 1,240 1,420 - Smap Expo 3,000 2, Smau 4,755 6,595 7, Viscom - Visual communication 8,330 11,000 12, Cavalli a Milano a) 48,000 34,000 a) EICA a) 3,145 - a) Enersolar+ a) 11,915 6,845 a) For Wedding a) 2,075 - a) Greenergy Expo a) d) 1,540 a) d) 70 - HTE- Hi.Tech. Expo a) 815 1,530 a) Inprinting-Omnicome Expo-DM Expo a) a) 2,365 a) a) Milano Moda Donna (February) a) a) 1,500 a) a) 30 - Modaprima (Summer) a) 2,300 2,300 a) Modaprima (Winter) a) a) 2,300 a) a) 70 - World Football Show a) a) 6,570 a) a) 60 Total annual exhibitions hosted 779, , ,740 13,595 15,595 14,195 Total annual Exhibitions 1,022,420 1,180,770 1,131,135 17,610 20,250 18,835 34

37 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Italian exhibition portfolio Net sq. metres of exhibition space Number of exhibitors Biennial Exhibitions: Directly organised - Fluidtrans compomac 8,550-8, Sicurezza 12,090-12, E.Tech Experience - 7, Host - 95, , Host - Pane Pizza Pasta (previous MIPPP) - 4, Tuttofood - 40, Bias - - 3, Lift a) - 5,090 a) Total biennial exhibitions directly organised 20, ,515 28, , Hosted - Bimu 40,145-41, Eurocucina 37,585-40, Mostra Convegno Expocomfort 133, ,955 1,520-1,500 - Salone del Bagno** 15, Sfortec 900-1, Venditalia 13,725-11, Xylexpo 32,185-41, Bimec - 2, BtoBio Expo - 3, Chem Med - 5, Enovitis - 2, Euroluce - 41, Frameart Expo - 3, Photoshow - 7, Salone Ufficio - 14, Simei - 32, Vitrum - 22, Total biennial exhibitions hosted 274, , ,690 3,210 1,785 3,230 Total biennial exhibitions 294, , ,530 3,590 3,825 3,945 Multi-year Exhibitions: Full year to 31/12/12 Full year to 31/12/11 Directly organised - Expodetergo , Total Directly organised , Hosted - Plast 56, , Ipack-Ima 51, AB Tech , In Cosmetics - 12, Total multi-year Exhibitions hosted 108,065 12,100 11,020 1, Total multi-year Exhibitions 108,065 12,100 27,250 1, TOTAL EXHIBITIONS 1,425,225 1,475,645 1,456,915 23,055 24,475 23,195 - Congresses with related exhibition space 50,825 55,045 51,820 3,920 2,390 3,565 TOTAL 1,476,050 1,530,690 1,508,735 26,975 26,865 26,760 * First edition of this exhibition ** starting from this edition the Salone del Bagno - previously sector of Salone del Mobile - became exhibition a)the exhibition did not take place b) The exhibition has been included in Macef autunno sectors c)the exhibition is hosted, instead in previous editions it was directly organised d) The exhibition is included in Enersolar+ Full year to 31/12/10 Full year to 31/12/12 Full year to 31/12/11 Full year to 31/12/10 The following table gives details of the exhibitions organised abroad: through Cipa FM in Brazil, Cape Gourmet in South Africa, Interteks in Turkey and Hannover Milano Global Germany, the joint venture with Deutsche Messe of Hanover, in China and India. The net exhibition space occupied was 351,995 square metres (the figures for net square metres of exhibition space have been rounded up to make them easier to read and compare). 35

38 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Foreign Exhibition portfolio Net sq. metres of exhibition space Number of exhibitors Annual Exhibitions: Exhibitions directly organised in China - CeMAT Asia Shanghai 13,040 11,660 10, China Commercial Vehicle Show* 21, Chinafloor Domotex Shanghai 57,760 56,725 48,760 1,110 1, CWMTE - Lijia Chongqing Machine Tool Energy Shanghai 4,805 1,820 1, Food Hospitality World Guangzhou* a) 5, GITF International Tour Guangzhou 5,650 4,655 4, IA - FA/PA Beijing 3,260 3,435 2, Industrial Automation Shanghai 16,560 14,490 12, Industrial Automation Shenzen* 7, Metalworking and CNC Mach. Tool Shanghai 21,170 20,150 16, Motor Show Chengdu 64,265 56,030 45, PTC Asia Shanghai 35,495 43,240 30,240 1,335 1,450 1,205 - Wuhan Motor Show 2, Truck World - 7, Biotech China Shanghai - - 1, Total Exhibitions directly organised in China 259, , ,235 5,275 4,205 3,735 Exhibitions directly organised in India - CeMAT India 1,775 1,655 2, Food Hospitality World Bangalore* 2, Food Hospitality World Mumbai* 2, Industrial Automation India Laser India MDA India 2,045 2,710 2, Surface Technology Energy India Total Exhibitions directly organised in India 10,635 5,850 6, Exhibitions directly organised in Russia - Macef Russia* 1, Total Exhibitions directly organised in Russia 1, Exhibitions directly organised in Turkey - Beauty & Care Ankara* 2, Yacht Show 1, Marathon Expo 2, Transist 2, Total Exhibitions directly organised in Turkey 8, Exhibitions directly organised in South Africa - Good Food & Wine Show Gauteng 3, Total Exhibitions directly organised in South Africa 3, Exhibitions directly organised in Brazil Full year to 31/12/12 Full year to 31/12/11 Full year to 31/12/10 Full year to 31/12/12 Full year to 31/12/11 Full year to 31/12/10 - Biotech* Exposec (includes Traffic) 13,730 13, Gospel* Itech* Macef Brasil* 2, Magnum 700 1, Pet Show 1, Reatech, FisioTech 8,585 9, Taxi Point Reacess* 2, Enersolar* 2, Country Fair SportBiz Total Exhibitions directly organised in Brazil 33,475 26,165-1, Total Annual Exhibitions 316, , ,055 7,385 5,295 4,130 36

39 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Foreign Exhibition portfolio Net sq. metres of exhibition space Number of exhibitors Biennial Exhibitions: Exhibitions directly organised in China - WoodMac China - 14, BMT Beijing DMBC Beijing - - 2, Total Exhibitions directly organised in China - 14,505 3, Exhibitions directly organised in India - Build Arch/Build Up/Build Foor Total Exhibitions directly organised in India Exhibitions directly organised in Brazil - Arctech* Feinox Fesqua-Vitech 12, Fisp-Fire 22, Resilimp Saie Fenavid Florianópolis Braseg - 2, Ecoenergy** Saie Goiana Termotech Tubotech - 13, Wicab Total Exhibitions directly organised in Brazil 36,760 19, Total Biennial Exhibitions 36,760 34,425 3, , Multi-year Exhibitions: Exhibitions directly organised in China - Metal + Metallurgy - - 1, Total Exhibitions directly organised in China - - 1, Total Multi-year Exhibitions: - - 1, TOTAL EXHIBITIONS 353, , ,395 8,105 6,385 4,345 * First edition of this exhibition ** In 2012 becomes annual exhibition under Enersolar a) The exhibition is a joint project with the Chinese company Worldex Full year to 31/12/12 Full year to 31/12/11 Full year to 31/12/10 Full year to 31/12/12 Full year to 31/12/11 Full year to 31/12/10 37

40 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Personnel Composition and turnover At 31 December 2012 the permanent employees of the Group totalled 751 compared to 697 at 31 December Permanent employees at year end (units) Fully consolidated companies: Total Italy 31/12/12 31/12/11 31/12/10 Foreign Countries Total Italy Foreign Countries Total Italy Foreign Countries Executives Managers and White collar workers (including journalists) Manual workers Total Proportionally consolidated companies (a) : Executives White collar workers Total TOTAL (a) the indicated data corresponds to the pro-quota of total employees At 31 December 2012 there was an increase of fifty-four employees compared to year-end This reflects the acquisition of two companies abroad and the normalisation of some atypical contracts in the Italian companies. In 2012, 103 persons joined the Group, 32 of those in Italy (to strengthen the marketing departments of the Parent Company and as part of the normalisation of some atypical contracts in the Italian subsidiaries) and sixty-nine abroad (due to the acquisition of a company in Turkey and one in South Africa and the strong turnover of personnel in the Brazilian company). Forty-nine people left the Group, of which twenty-three were in Italy (mostly voluntary redundancies and agreed employment terminations) and twenty-six abroad. The total turnover of employees, calculated as the difference between those joining and those leaving the Group as a percentage of the average number of employees, was 21.2%. The Fiera Milano Group uses employees on fixed-term contracts to manage the peaks of activity in the exhibition calendar. Personnel with fixed-term contracts went from thirteen at 31 December 2011 to fourteen at the end of Acquisitions and international business development In 2012 the internationalisation of the business continued with the following: - on 3 August 2012 a contract was signed for the acquisition of 60% of the share capital of Interteks; this transaction involved eighteen employees. - on 31 August 2012 a contract was signed for the acquisition of 75% of the share capital of Cape Gourmet; this transaction involved eight employees. - Milan International Exhibitions Srl grew and strengthened the marketing departments in France, Germany (including Austria and Switzerland) and Spain. At the end of the reporting 38

41 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report period, the company had a CEO and three sales managers, one for each area. Governing employment contracts Fiera Milano Group, except for those companies in the publishing sector (which employ personnel under the national collective employment agreement for graphic design, publishing and industrial companies), uses the national collective employment agreement for tertiary, distribution and service companies. The employees of Fiera Milano Group are divided into three main categories: Executives with a managerial role; Managers and Journalists with specialised roles; White collar workers, office staff and technical support staff. Fiera Milano Group has no manual workers as the provision and arrangement of exhibition services is done in outsourcing. Safety measures adopted Fiera Milano Group considers the safety of its personnel an essential requisite for which it is prepared to make significant investments. In 2012 safety training was aimed at technical staff. Training The training programme involved technical-specialist training (e-service, customer database; updating of the CRM system; the kick off of Sistema Xpense; a new system for accreditation and access control), training courses and mandatory training (the updated organisational model as defined by Legislative Decree 231, safety and legal contractual obligations). Courses were also set up to for soft skills training (a Change Management course for employees to develop crossdisciplinary skills to help cope with the current changes and to improve the competitiveness of the company; a course on Drivers for Change ; and a talent project with the aim of expanding the business and developing the professional skills of young people in the Company). Particular emphasis was placed on sales with a course designed and run for all the salespersons in the Group. There were more training programmes in 2012 than in 2011 and approximately 501 members of staff took part in the training programmes for a total of 156 person days. Risk factors affecting Fiera Milano Group Managing risk in Fiera Milano Group The Fiera Milano Group has for some time implemented a periodic analysis of the risks at Group level, which is on internationally recognised standards of Enterprise Risk Management (ERM). The main aim is to have a systematic and proactive approach to the main risks to which the Group and also each of its companies - is exposed in carrying out its business and pursuing its pre-set targets, to assess in advance the potential negative effects, implement opportune actions to mitigate these effects, and to monitor over time any relative exposure. 39

42 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT In order to achieve this Fiera Milano SpA has compiled a catalogue of Group risks linked to the strategies being implemented, together with a risk mapping and risk scoring methodology. Specifically, the Group integrated risk management process entails an annual (i) update of the risk catalogue according to the strategies implemented and the management and business model used; (ii) assessment of the risks by the management of Fiera Milano SpA and of its subsidiaries; (iii) consolidation of information and prioritisation of the risks and the consequent areas of action; (iv) tolerance analysis of any exposure identified and formulation of the appropriate management strategies/actions and the identification of those responsible for implementing such actions. The Risk and Control Committee and the Board of Statutory Auditors are informed of the results of the aforementioned annual processes. The main risk factors and uncertainties to which Fiera Milano Group is exposed that have emerged from the aforementioned process are described below, taking into account the business sector in which it operates and the characteristics of the business model it uses. A description is also given, where necessary, of the Group policies to manage and mitigate the risks described. 1. RISKS RELATED TO EXTERNAL FACTORS Risks linked to the economic environment The continuation of the economic crisis in Italy offers few encouraging signs for 2013 and no elements permitting the forecast of a significant reversal in the current trend in the short-term. This gives the Group limited visibility on the likely investments of its clients (organisers, exhibitors and other clients of subsidiary companies) in exhibitions and related services and could well have an impact on the stability of revenues and profitability in the 2013 financial year. In order to continue to counteract the effect of this scenario on Group activities (and, in particular, the risk of lower numbers at the exhibitions hosted or directly organised in the Fiera Milano exhibition sites and of the relative investment budgets), in 2013, the Group intends to continue the support actions and incentives for exhibitors and also pursue its development strategy in foreign markets both through investments in companies and partnerships and through the organisation of proprietary exhibitions in countries with significant growth profiles. Risks connected to trends and competition in the exhibitions market The market in which Fiera Milano Group operates continues to be in a mature phase that is probably destined to continue in coming years and is characterised by: (i) the continuing consolidation of some sectors of product manufacturing/distribution activities, (ii) changes and innovation in product categories, (iii) the transformation of exhibitions from places where demand meets supply to events which offer even greater business opportunities and, above all, (iv) by an ever-increasing growth in competition, also on tariffs, and (v) the ever greater development of the Asian and Middle Eastern markets. To maintain its domestic market position and increase its position and competitiveness on the international market, Fiera Milano Group has continued its strategy of (i) enhancing its portfolio of directly organised or hosted exhibitions (by launching new proprietary initiatives, expanding some of these to include contiguous market sectors, by an eventual re-positioning of existing exhibitions and increasing the portfolio of hosted exhibitions) and (ii) internationalisation through the acquisition of international events and the promotion and export of its own events to foreign exhibition centres. 40

43 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report 2. STRATEGIC AND OPERATING RISKS Risks connected to a dependency on some leading events (organised by the Group or by third parties) In the last five years, Fiera Milano Group s annual calendar has averaged over 60 exhibitions a year in Italy. Despite this high number of events, a significant part of Group revenues derive from ten specific events, organised both directly by subsidiaries or hosted in the fieramilano and fieramilanocity exhibition sites. Despite the existence of contractual obligations and logistic impediments that protect the Group, it cannot be ruled out that (i) the loss or downsizing of some of the leading events or (ii) the loss of some of the larger clients or (iii) the different incidence that some events have, depending on how frequently they appear from year to year in the exhibition calendar, could have negative implications for the economic, financial position and financial performance of Fiera Milano Group. It should also be noted that on average over 70% of exhibitions, in terms of square metres of exhibition space occupied, is organised by third parties, which are not linked to Fiera Milano Group. The medium/long-term success of these exhibitions depends on the capacity of the organisers to maintain and develop over time the necessary skills, which includes maintaining relationships and awareness of changes in the market. Although the Group is pursuing a development and consolidation strategy for directly organised events both in Italy and abroad and has signed long-term contracts with third-party organisers, it cannot be ruled out that the loss/failure of some of these exhibitions could have negative implications for the economic, financial position and financial performance. Risks connected to business expansion in emerging markets Fiera Milano Group continues to pursue internationalisation opportunities in BRIC countries by differing methods such as joint ventures, acquisitions, partnerships, etc. Although the previous and consolidated experience of the Group is a major advantage, pursuit of these expansion strategies could expose Fiera Milano Group to a series of risks connected to potential economic instability or local political, social or safety and/or fiscal risks in the countries where it wishes to expand, as well as to risks linked to the increased complexity of operational and marketing control that that are the normal consequence of an internationalisation process. To ensure better oversight of its overseas business and internationalisation strategy and to consolidate the Group governance, Fiera Milano is implementing an organisational plan that will enable centralised coordination of the activities and staff functions that coordinate individual areas of responsibility. Risks connected to seasonality Exhibition organisation is subject to seasonality because almost no exhibitions take place in the summer months and because of biennial or triennial exhibitions. This seasonality affects the annual spread of Group revenues and profits. The strategies pursued by management and, in particular, (i) the enhancement of the exhibition portfolio and the re-positioning of some long-standing events, (ii) the internationalisation of events, (iii) the setting up of strategic and commercial collaborations/alliances with other exhibition venues and/or organisers, (iv) the increased exploitation of other revenue sources linked to the exhibition sites, are all intended to counteract the seasonality and thereby ensure greater stability of revenues and profits. 41

44 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Risks connected to the ability to maintain the necessary specialist competencies The Fiera Milano Group considers its human resources and competencies in the exhibitions sector to be one of its principal strategic assets. The gradual evolution of exhibitions from large marketplace to great event or experience (with increasing importance attached to market trends) and the pursuit of medium/long-term strategies (including the development of new directly owned exhibitions and business internationalisation) require specialist professional competencies that are not easily found. The rationalisation of the organisational structure started in recent financial years aims to enable the Group to increase the value and loyalty of its personnel and key internal competencies ensuring a better coordination/exchange and sharing of expertise. 3. LEGAL RISKS Risks connected to the reference legislative framework Health and Safety regulation and contractors regulation Given its business activity and the number of persons (employees, suppliers, exhibitors, visitors, those involved in setting up exhibitions, etc.) that operate in its exhibition sites, Fiera Milano Group is exposed to risks of infringement of legislation regarding health and safety in the workplace (Consolidated Health & Safety Act 81/2008). Furthermore, given the extensive use that Fiera Milano SpA and some of its subsidiaries make of outside contractors for services linked to the exhibitions (catering, setting-up) which come under the law governing contractors (Legislative Decree 223/2006 and subsequent amendments), the Group is exposed to administrative sanctions and/or interruption of its business for breaches of provisions under the relevant laws, including health and safety in the workplace and compliance with the regulations governing remuneration and social security made by construction companies and unauthorised sub-contractors. Fiera Milano Group protects itself from such eventualities by rigorously adhering to the relevant laws and by close attention to the underlying risks through a set of procedures that include: - the use of and delivery to suppliers and exhibitors of Technical Regulations for Exhibitions, which contains the rules to which exhibitors and suppliers must adhere when carrying out their work; - meetings to train and raise awareness of safety in general and specifically when setting up exhibitions; - internal structures in charges of inspections for exhibition safety, structures and security in general; - the application of rigorous procedures for identification and control of third parties that are not clients (i.e. organisers, exhibitors and visitors) with access to the exhibition sites; - contractual protection. Administrative liability of entities Legislative Decree 231/2001 of 8 June 2001 introduced the discipline governing administrative liability of legal entities, companies and of associations without legal status adapting Italian law to meet some international conventions and requiring the adoption and effective implementation of organisational and management models. To meet the requirements of this Legislative Decree, the Group Italian companies have introduced organisational and management models that are constantly monitored and updated. 42

45 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Subsidiaries under foreign law, which are not subject to the requirements of Legislative Decree 231/2001, have not adopted their own organisational, management and control models pursuant to the aforementioned Decree 231. However, in 2012, they adopted, in addition to the Group Code of Ethics, which they have already implemented, Guidelines for Anti-corruption Management and other Compliance Procedures so that a systematic framework of principles and standards exists for crime prevention. As a result of the organisational changes in Group companies and given the continuous extension of the aforementioned Legislative Decree to cover other criminal offences, it cannot be ruled out that if crimes are committed under the provisions of the law by persons having a functional connection to Fiera Milano SpA and its subsidiaries for their own interest or advantage, that the models adopted could be considered by the competent Authority to be inadequate or not sufficiently updated, resulting in sanctions under the law being imposed. Risks connected to third-party liability In carrying out the activities of Fiera Milano Group unforeseen damage could occur to property or persons within the exhibition sites. The simultaneous presence of numerous workers with different contracts (employees, external suppliers in direct contractual relations with the Group and/or subcontractors of other companies, etc.) also makes any eventual attribution of responsibility very difficult in cases of damage to property or persons, with potential consequences for the business of the Company and its corporate image. The Fiera Milano Group has taken out insurance policies to guard against these risks and has set up an internal unit (Exhibition Safety) responsible for circulating safety information and material for the correct management of such risks. 4. FINANCIAL RISKS The disclosure required by IFRS 7 concerning financial assets and liabilities in the Explanatory and Supplementary Notes to the Financial Statements gives details of financial risk. 5. OTHER MINOR RISKS Risks connected to dependency on suppliers of services and outsourcers Fiera Milano Group uses and, to a certain extent, is dependent on the supply of services connected to the management of the exhibition sites and congress centre, particularly when setting up, managing and dismantling exhibitions (including setting up exhibition stands, security, catering, equipment hire, etc.). The success of Group activities also depends on the degree of cooperation and the quality and efficiency of service suppliers operating within the exhibition sites. The internal departments of the Group that manage the portfolio of suppliers and outsourcers guarantees constant control of the quality of the services supplied both at the time that a contract is renewed and on a daily basis. The Group is also able to make any necessary replacement of an important service provider quickly and smoothly given its position on the market and the way it has broken down the activities assigned to third-parties. 43

46 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Significant events after the end of the reporting period During January, February and March 2013, the Parent Company continued the buyback of treasury shares under the authorisation given at the Ordinary Shareholders Meeting of 27 April After 31 December 2012 the Parent Company purchased 71,983 treasury shares at an average price of Euro 4.12 per share. At the date of the present Annual Report, the total number of treasury shares held was 626,758, equal to 1.49% of the share capital. Business outlook The continuation of the economic crisis and market instability in Italy and, to a different degree, in the Eurozone appear to strengthen forecasts for a continuing recession with consequent serious implications for the reference industrial sectors of the exhibition business and negative repercussions on exhibitions held in Italy. However, the forecasts for growth in the large markets outside Europe in which Fiera Milano operates appear to justify positive expectations for exhibitions organised abroad. These expectations are reinforced by the fact that, given the seasonality of the exhibition calendar, it will only be in coming months that the benefits of the most recent acquisitions will become evident. However, the extension of the recessionary environment and the volatility in the domestic market, which remains the major contributor to results, necessitates the adoption of extremely prudent forecasts for The Group continues to focus on its internationalisation strategy and on growing its portfolio of exhibitions and is ready to take advantage of any business opportunity that may come its way, beginning with the fast-growing collaboration for Expo Given the future expiry of the rental contracts for the exhibition sites, it is the Company s intention to open discussions with Fondazione Fiera Milano concerning their renewal. 44

47 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Economic and financial performance of Fiera Milano SpA Due to the merger by incorporation of the 100% controlled company TL.TI Expo SpA into its parent company Fiera Milano SpA on 22 May 2012, the table below on the economic and financial performance of Fiera Milano SpA also includes pro-forma data for the 2011 financial year, which assumes the merger by incorporation of TL.TI Expo SpA into the Parent Company. Fiera Milano SpA Income statement (Amounts in '000) 2011 pro-forma % % Revenues from sales and services 198, , Cost of materials Cost of services 98, , Costs for use of 3rd-party assets 56, , Personnel expenses 34, , Other operating expenses 4, , Total operating costs 195, , Other income 5, , Gross operating result 7, , Depreciation and amortisation 7, , Allowance for doubtful accounts and other provisions -1, Adjustments to asset values 2, Net operating result (EBIT) -1, , Financial income/(expenses) -2, , Valuation of financial assets Profit/(loss) before income tax -3, , Income tax -1, , Profit/(loss) from continuing operations -1, , Profit/(loss) form discontinued operations Profit/(loss) -1, , Total Cash flow 6, , Revenues from sales and services were Euro million, a decrease of Euro million compared to the 2011 pro-forma figure of Euro million. The fall in revenues was mainly due to the slowdown in the domestic market, which had a widespread impact on exhibitions, albeit to varying degrees. There was a decline in Macef Autunno and Bit among the directly organised exhibitions and in Made Expo and Eicma Moto among the hosted exhibitions. Conversely, there was a positive performance from exhibitions in the fashion sector. There was also an effect from the different exhibition calendar, which, in 2012, included Mostra Convegno Expocomfort and Xylexpo, both biennial exhibitions held in even-numbered years, and the triennial exhibitions Ipack-Ima and Plast; this had an impact on revenues that was in line with that of the directly organised biennial exhibitions held in uneven-numbered years, which, in 2011, were Host and Tuttofood

48 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT A breakdown of sales by geographic region is not given as Fiera Milano SpA operates almost exclusively on the domestic market. The gross operating profit was Euro million compared to the 2011 pro-forma figure of Euro million, a decrease of Euro million. The decrease in the gross operating profit reflects the lower amount of exhibition space occupied and the absence of the income, classified as other income, from the controlling shareholder Fondazione Fiera Milano to the anticrisis initiatives (Euro million) made in Part of the decrease was offset by a reduction in operating expenses. The latter was the result of lower exhibition costs directly linked to lower sales volumes and lower provisions for the variable remuneration of employees but an increase in rental charges. The net operating result (EBIT) was negative for Euro million compared to a positive figure of Euro million pro-forma at 31 December The Euro million decline was mainly due to the trend in the gross operating profit and the write-down of the Transpotec & Logitec trademark, following an impairment test carried out after an indication of impairment came from the negative performance of the 2013 edition of the exhibition of the same name. This was in part offset by higher utilisation of provisions for the restructuring of personnel and a decrease in the allowance for doubtful accounts. Net financial income/expenses was negative for Euro million compared to a profit of Euro million pro-forma at 31 December The Euro million decrease in this figure was mainly due to lower dividends received from subsidiaries and higher interest charges on the current account held with the controlling shareholder Fondazione Fiera Milano. The valuation of financial assets was negative for Euro million because of the impairment charge taken following impairment tests carried out on the portfolio of investments. The charge referred to the value of Fiera Milano India Pvt Ltd. The net result at 31 December 2012 was negative for Euro million after a positive tax item of Euro million compared to a profit of Euro million pro-forma after a tax charge of Euro million at 31 December The fall in the tax charge was mainly due to pre-paid taxes which more than offset the current IRAP tax charge. Recognition of these pre-paid taxes was for tax losses carried forward for the period and those for the previous financial years, , the existence of which became evident after deductions had previously been made; these had a retroactive effect on IRES tax due to the weighting of personnel expenses on IRAP under Legislative Decree 201/2011 (known as Salva Italia ) and were recognised in the financial period under review against a valuation of the recoverability of these in the approved plans. Deferred tax assets also reflected the use of provisions for risks and charges made in previous financial periods recognition of which was deferred until they were used. Further details on taxes are given under the appropriate heading in Explanatory and Supplementary Notes to the Financial Statements. 46

49 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Fiera Milano SpA Reclassified Statement of Financial Position 31/12/12 31/12/11 (Amounts in '000) pro-forma Goodwill and intangible assets with an indefinite useful life 70,144 70,292 Intangible assets with a finite useful life 19,409 22,952 Tangible fixed assets 10,063 13,447 Financial assets 100,412 90,326 Other non-current assets - - A Non-current assets 200, ,017 Inventories 3,277 1,131 Trade and other receivables 37,864 47,118 B Current assets 41,141 48,249 Trade payables 24,334 23,621 Payments received on account 27,534 41,462 Tax liabilities 1,267 2,012 Provisions for risks and charges and other current liabilities 20,638 32,145 C Current liabilities 73,773 99,240 D Net working capital (B - C) -32,632-50,991 E Gross capital employed (A + D) 167, ,026 Employee benefit provisions 5,766 5,182 Provisions for risks and charges and other non-current liabilities 2,769 4,123 F Non-current liabilities 8,535 9,305 G NET CAPITAL EMPLOYED continuing operations (E - F) 158, ,721 H NET CAPITAL EMPLOYED discontinued operations - - TOTAL NET CAPITAL EMPLOYED (G + H) 158, ,721 covered by: I Equity 65,549 74,575 Cash & cash equivalents -3,214-3,675 Current financial (assets)/liabilities 69,655 51,821 Non-current financial (assets)/liabilities 26,871 14,000 Net financial position (continuing operations) 93,312 62,146 Net financial position (discontinued operations) - - L Net financial position (TOTAL) 93,312 62,146 EQUITY AND NET FINANCIAL POSITION (I + L) 158, ,721 The entries in the Reclassified Statement of Financial Position correspond to those in the Fiera Milano SpA Statement of Financial Position. Net invested capital was Euro million at 31 December 2012, a decrease of Euro million compared to the pro-forma figure at 31 December

50 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Net working capital, the balance of current assets and current liabilities, moved from a negative pro-forma figure of Euro million at 31 December 2011 to a negative figure of Euro million at 31 December Fiera Milano SpA has structural negative net working capital due to the favourable cash management cycle of exhibitions where advance payment of part of the attendance fee is made by clients. Furthermore, Fiera Milano SpA also manages these activities on behalf of third-party organisers and, in this way, generates positive cash flows also from renting exhibition space. The change in current liabilities is consistent with the change in payables to exhibition organisers and pre-payments caused by the different exhibition calendar. Equity was Euro million, a decrease of Euro million compared to the pro-forma figure at 31 December 2011 that was mainly attributable to the dividend payment on the results of the 2011 financial year. The net financial position at 31 December 2012 was net debt of Euro million compared to net debt of Euro million pro-forma at 31 December The higher net debt mainly reflected the reduction in cash flow from operations and, especially in pre-payments, the investments made in the period under review and, in particular, the acquisitions of Interteks and Cape Gourmet and the share capital contribution made to the Brazilian subsidiary Eurofairs, as well as the cash outflow for the payment of the dividend to shareholders. A five-year financing for Euro million to cover investments also enabled a further transfer of part of current bank borrowings to non-current bank borrowings. Investments in the financial year to 31 December 2012 totalled Euro million and the breakdown was as follows: Full year Full year Investments 31/12/12 31/12/11 ( '000) pro-forma Intangible fixed assets 3,232 2,943 Tangible fixed assets 572 2,313 Other fixed assets 10,187 4,772 Total investments in non-current assets 13,991 10,028 Investments in intangible fixed assets totalled Euro million and were mainly for functional upgrades to the company information system, the implementation of other digital projects and acquisitions of software. Investments in tangible fixed assets were Euro million and were mainly improvements to the Rho exhibition site and the purchase of electronic equipment. Investments in financial fixed assets were Euro million and were for the foreign acquisitions of Cape Gourmet and Interteks, the purchase of the minorities in TL.TI Expo SpA and the share capital contributions made to Eurofairs International Consultoria e Partipaçoes Ltda and the joint venture company, Milan International Exhibitions Srl. Information on related-party transactions is given in Note 39 of the Explanatory and Supplementary Notes to the Fiera Milano SpA Financial Statements. 48

51 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Fiera Milano SpA Personnel Composition and turnover At 31 December 2012, permanent employees totalled 433 and the breakdown compared to 2011 was as follows: Permanent employees at year end 31/12/11 (units) 31/12/12 pro-forma Executives Middle management and White collar workers Total The number of permanent employees increased by three compared to the previous financial year. Seventeen persons joined the Company: eight were to strengthen the marketing departments and nine were to replace employees in various Company departments who had left. Fourteen employees left: eight were voluntary resignations, three were agreed terminations of employment and three were dismissed. The turnover of employees, calculated as the difference between those joining and those leaving the Company as a percentage of the average number of employees, was 7.2% in 2012 compared to 21% in Employees on fixed-term contracts went from five in 2011 to seven in In 2012, as part of the agreements with the Milan Polytechnic, the Bocconi University, the Università Cattolica del Sacro Cuore, Iulm, Fondazione Fiera Milano and the Province of Milan, Fiera Milano SpA set up sixteen internships in various areas of the Company (communications, marketing, human resources, operations, the exhibitions division and in the services department). The average length of these internships was six months. Part-time employees numbered fifty-three in 2011 and fifty-eight in 2012 of which forty held parttime horizontal jobs and eighteen held part-time vertical jobs. Following implementation of the staff mobility procedures under Articles 4 and 24 of Law 223 of 1991, which began in July and ended in November 2011, there were thirty-three dismissals; nineteen of these appealed their dismissal. In the financial period under review, twelve cases were settled in court, six others were reinstated, of which three resigned individually as their positions were eliminated. The judicial decision was appealed and one case is still outstanding but should be resolved in Employees of Fiera Milano SpA can be divided into three main categories: - Executives with managerial roles; - Middle management with specialist roles; - White collar workers, office staff and technical support staff. 49

52 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA has no manual workers as all activity connected to providing exhibition and setting-up services is subcontracted to external suppliers. The breakdown of employees by length of service indicates the high level of loyalty to the Company and confirms the figures for the previous financial year. The table below gives a percentage breakdown of employees by length of service: Breakdown of employees by length of service 31/12/12 31/12/11 pro-forma < 10 years 53% 58% From 10 to 20 years 21% 18% > 20 years 26% 24% Total 100% 100% Governing employment contracts National Collective Employment Agreement and Supplementary Contract Fiera Milano SpA uses the National Collective Employment Agreement for employees of companies in the tertiary, distribution and services sectors, and has a Supplementary Company Contract for non-executive personnel that is renewed every four years and was last renewed in In 2012, discussions started between the Company and the Trade Unions for the renewal of the Supplementary Company Contract that expired on 31 May 2012 and was extended until 31 May A technical committee was set up to study the following matters: flexible working hours (to evaluate the application and use of the system for banking hours and working hours), welfare (matters relating to welfare services will be studied with the help of external consultants) and ways of standardising the contract across employees acquired from mergers. Equal opportunities and non-discrimination Fiera Milano SpA is particularly aware of diversity and equal opportunities and they are included in its Code of Ethics, which states: Fiera Milano SpA offers all its employees equal employment opportunities, ensuring that all are treated equally based on merit and without any form of discrimination. Those in positions of responsibility must: use merit, competence and strictly professional criteria for any decision relating to an employee; select, hire, train, remunerate and manage all employees without discrimination; - create a work environment where personal traits cannot give rise to discrimination. 50

53 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Fiera Milano SpA interprets its role as an enterprise to protect the working conditions and the physical and mental wellbeing of the employee, his/her moral character and to avoid any employee suffering, unlawful influences or undue discomfort. In particular, with regard to the employment of women, every two years Fiera Milano SpA prepares a report on gender equality in hiring, training and promotion, and other matters so as to provide a picture of the breakdown of employees by gender as required by Legislative Decree no. 198 of 11 April In 2012, there were 258 female employees, 59.6% of the total. Safety The safety of all its employees is mandatory for Fiera Milano SpA and it makes significant investments to ensure their safety. In 2012, the Company held safety training courses for its technical staff. Training There were more training programmes in 2012 than in The training programme involved technical-specialist training (e-service, customer database; updating of the CRM system; the kick off of Sistema Xpense; a new system for accreditation and access control), training courses and mandatory training (the updated organisational model as defined by Legislative Decree 231, safety and legal contractual obligations). Courses were also set up for soft skills training (a Change Management course for employees to develop crossdisciplinary skills to help cope with the current changes and to improve the competitiveness of the company; a course on Drivers for Change ; and a talent project with the aim of expanding the business and developing the professional skills of young people in the Company). Particular emphasis was placed on sales with a course designed and run for all the salespersons in the Group. Approximately 430 members of staff took part in the training programmes for a total of 156 person days. Environment Environmental policies The nature of its activities means that Fiera Milano SpA has little environmental impact. However, the Company is particularly attentive to the responsible and efficient use of energy resources, through careful management of its normal business activities and in its design of new plant with innovative features. To this end, Fiera Milano SpA has a team of two employees dedicated to Energy Management. Emissions The energy emissions produced by Fiera Milano SpA are in part variable, depending on the presence of events and the emissions linked to them, and, in part, constant over the course of the year, linked to the energy consumption of the exhibition venues. Historical data on energy consumption of primary sources indicates that, despite the much larger size of the new site at Rho, there has been a significant reduction in emissions, mainly due to the centralisation of the heating systems in the new site and the use of heat supplied through the district heating network. Waste management Fiera Milano SpA complies with the laws governing waste management, dividing the different types of waste it produces and following the legal requirements for its disposal. 51

54 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Waste is collected by a specialist company authorised to dispose of it, which, by recycling the waste into basic types and then subjecting each category to further treatment, obtains secondary raw materials. Sustainable mobility The Company policy aims to reduce energy consumption, acoustic pollution, and emissions of greenhouse gases, and to reduce the use of individual transport means and better organise working hours so as to avoid traffic congestion. The Company has appointed a mobility manager, responsible for Company mobility and attaining the aforementioned objectives. Other information Equity investments held by members of the Administrative and Control Bodies and by General Managers and Executives with strategic responsibilities Equity investments in Fiera Milano SpA and its subsidiaries held by members of the Administrative and Control Bodies, the General Managers and the Executives with strategic responsibilities, as well as by their spouses not legally separated and children that are minors, directly or through subsidiary companies, trust companies or intermediaries that appeared in the shareholders register at 31 December 2012, or from communications received or information obtained directly from the relevant parties are shown in the table below. Full name Investee No. of shares No. of shares No. of shares No. of shares company held purchased sold held at at Directors Michele Perini Fiera Milano SpA Enrico Pazzali Fiera Milano SpA 30, ,000 Attilio Fontana Fiera Milano SpA Renato Borghi Fiera Milano SpA Roberto Baitieri Fiera Milano SpA Pier Andrea Chevallard Fiera Milano SpA Davide Croff* Fiera Milano SpA Fiorenzo Dalu** Fiera Milano SpA Michele Motterlini*** Giampietro Omati Fiera Milano SpA Romeo Robiglio Fiera Milano SpA Statutory Auditors Stefano Mercorio**** Fiera Milano SpA Alfredo Mariotti Fiera Milano SpA Damiano Zazzeron Fiera Milano SpA No. 13 Executives with Investee No. of shares No. of shares No. of shares No. of shares strategic responsibilities company held purchased sold held at at Fiera Milano SpA 5,560 5,000 2,000 8,560 * Co-opted as a Director on 29 October 2012 to replace Mr Motterlini, who resigned. ** Director whose appointment ceased on 27 April *** Appointed by the Shareholders Meeting of 27 April 2012 and resigned as a Director on 30 July **** Appointed by the Chairman of the Board of Statutory Auditors on 27 April 2012, Statutory Auditor until that date. It should be noted that no person in the above table holds shares in the subsidiary companies of Fiera Milano SpA. 52

55 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Report on Corporate Governance and Ownership Structure at 31 December 2012 In this Report on Corporate Governance and Ownership Structure (hereinafter the Report), Fiera Milano SpA provides an account of its corporate governance system, information regarding the ownership structure, and disclosure on its compliance with the recommendations under the principles and application criteria of the Borsa Italiana Self-Regulatory Code of listed companies, last amended in 2011 (hereinafter the Self-regulatory Code ). The term corporate governance is used to identify the body of rules and procedures adopted for the management and control of joint stock companies. An effective and efficient corporate organisation model must be capable of managing, using the correct means, the business risks and potential conflicts of interest that can arise between Directors and Shareholders and between shareholders with a controlling interest and those with a non-controlling interest in the Company. These aspects are of even greater significance in listed companies with a wide shareholder base. The indications given by Borsa Italiana in the IV edition of the Format for the Report on Corporate Governance and Ownership Structure, published in January 2013, have been taken into account in the preparation of this Report. 1. Description of the Issuer Fiera Milano SpA, an issuer of shares listed on the regulated market, and specifically in the Segment for companies that meet the highest requirements of Borsa Italiana SpA (the STAR segment), uses a corporate governance system that meets the requirements of enacted laws, existing regulations and those of the Borsa Italiana Self-regulatory Code. The Company uses a traditional administration and control model based on the existence of a Board of Directors and a Board of Statutory Auditors. As part of the initiatives to maximise shareholder value and guarantee the transparency of management actions, Fiera Milano SpA has drawn up concise and clear rules of conduct, governing both its organisational structure and its third-party relations, in particular those with Shareholders, which conform to national and international best practice. 2. Disclosure on the ownership structure Share capital The issued and fully paid-up share capital is Euro 42,147, (forty-two million one hundred and forty-seven thousand four hundred and thirty-seven/00) made up of no. 42,147,437 (forty-two million one hundred and forty-seven thousand four hundred and thirty-seven) registered shares each of nominal value Euro 1.00 (one). The shares are indivisible and each carries one voting right except for those treasury shares held directly by the Company, which do not have this right. The Company has issued no other financial instruments with rights to subscribe to newly issued shares. At 31 December 2012, the Company had no share-based incentive plans involving an increase, even without payment, of the share capital. 53

56 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Restrictions on the transfer of shares There are no restrictions on the transfer of shares. Significant shareholdings According to the shareholders register and communications received pursuant to Article 120 of Legislative Decree of 24 February 1998, no. 58 (hereinafter the Consolidated Finance Act), the shareholders that at 31 December 2012 held, directly or indirectly, shares equal to 2% or more of the share capital were as follows: Declarant Direct shareholder No. of shares % of ordinary share capital Fondazione E.A.Fiera Internazionale di Milano Camera di Commercio Industria Artigianato e Agricoltura di Milano Fondazione E.A.Fiera Internazionale 26,157, di Milano Total 26,157, Parcam srl 2,873, Camera di Commercio Industria Artigianato e Agricoltura di Milano Total 2,873, Fondazione Cariplo Fondazione Cariplo 1,020, Total 1,020, Banca Popolare di Milano SCRL Banca Popolare di Milano 1,062, Banca Akros 36, Total 1,099, Shares with special rights No shares with special rights have been issued. Employee stock options: mechanism for exercising rights At 31 December 2012, there were no employee stock option plans. Restrictions on voting rights There are no restrictions on voting rights. Shareholder agreements There are no Shareholder agreements as under Article 122 of the Consolidated Finance Act. Change of control clauses and provisions in the articles of association regarding tender offers There are no change of control clauses pursuant to Article 123-bis, paragraph 1, letter h of the Consolidated Finance Act. As regards tender offers, the Company s Articles of Association meet current regulations on the passivity rule and do not provide for the application of the neutralisation measures under Article 104- bis, paragraphs 2 and 3 of the Consolidated Finance Act. 54

57 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Mandates to increase the share capital and authorisations for the acquisition of treasury shares There exist no mandates to increase the share capital as provided under Article 2443 of the Italian Civil Code. The Ordinary Shareholders Meeting of 27 April 2012, having revoked the mandate of 21 April 2011, renewed the authorisation granted the Board of Directors, pursuant to and in accordance with Article 2357 of the Italian Civil Code, to acquire the shares of the Company in one or more tranches over an eighteen month period starting from the date the authorisation was approved. Given this authorisation, the Company acquired and sold treasury shares. At 31 December 2012 Fiera Milano SpA held directly no. 554,775 treasury shares, equal to 1.32% of the share capital. Direction and coordination Fiera Milano SpA, in accordance with the decisions taken by the controlling Shareholder, Ente Autonomo Fiera Internazionale di Milano in the General Council of 26 July 2004, with regard to organisational and management autonomy is not subject to any direction or coordination, pursuant to Article 2497 and following of the Italian Civil Code, by the controlling Shareholder. Any presumption of direction and coordination is superseded by the fact that Ente Autonomo Fiera Internazionale di Milano exerts no decisive influence on the long-term strategic plans or annual budgets of Fiera Milano SpA or on its investment decisions, nor does it determine its policies regarding the acquisition of goods and services on the market, or coordinates any business initiative or activity in the sectors in which the Company and its subsidiaries operate. 3. Compliance Fiera Milano SpA adheres to the Self-regulatory Code, approved by the Corporate Governance Committee of Borsa Italiana in March 2006 and as modified in December The Self-Regulatory Code is available on the Borsa Italiana SpA website The governance structure of Fiera Milano SpA is not affected by non-italian legal provisions. 4. Board of Directors The Board of Directors has a central role in the Company organisation and is responsible for its activities and strategic and operating guidelines, as well as for verifying that the necessary controls exist to monitor the Company and Group performance. Appointments and replacements As required by law and by the Company s Articles of Association, the appointment of members of the Board of Directors is made from lists presented by shareholders who, either alone or in association with other shareholders, hold shares with voting rights that represent at least 2.5% of the shares with voting rights in ordinary shareholders meetings, as required by the Company s Articles of Association and by Consob Resolution no of 30/01/2013. The lists must be deposited at the registered office of the Company at least twenty-five days preceding the date fixed for the first convocation of the shareholders meeting and must be made publicly available at least twenty-one days prior to this date in compliance with enacted regulations. 55

58 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT Ownership of the minimum amount required to present lists is based on the shares that are registered to the shareholder on the day on which the lists are deposited with the Company. To prove ownership of the minimum number of shares required to present lists, the Shareholders must provide within the time for the publication of the lists by the Company the relative certification released in accordance with law by authorised intermediaries. Each list must be accompanied, within the aforementioned time, by (i) information concerning the identity of the shareholders that have presented the list and the percentage of the company held by these shareholders, (ii) statements in which each candidate agrees to be a candidate and declares that there is no reason that would make them ineligible or incompatible and that they meet the necessary requirements under enacted law to be appointed, including any requirements of independence as established by the Statutory Auditors and as required by law and by the Self- Regulatory Code (iii) a curriculum vitae of the business career of each candidate, indicating directorships and executive positions held. It is also a legal requirement that at least one Director is appointed from the list presented by minority shareholders that has obtained the highest number of votes and which is in no way connected, even indirectly, with the shareholders who presented, or joined together to present, or voted for the list that received the highest number of votes. Under the Company s Articles of Association at least one of the members of the Board of Directors, or two members if the Board is made up of more than seven members, must be considered independent by the Statutory Auditors in accordance with enacted law (Article 148 of the Consolidated Finance Act). Furthermore, Fiera Milano SpA, as a company belonging to the STAR segment of the Italian Equity Market, is required to have two independent Directors in a Board of Directors of up to eight members and three independent Directors in a Board of Directors of between nine and a maximum of fourteen members. The Self-regulatory Code also recommends that an adequate number of independent Directors are appointed to the Board of Directors by applying the principles and criteria under articles 2 and 3 of the aforementioned Self-regulatory Code. As indicated in the Self-regulatory Code, a Director of a listed company is not normally considered independent if: a) the Director, directly or indirectly, even through a subsidiary, fiduciary company or intermediary person, controls the issuer or is capable of exercising significant influence over it, or is part of a shareholding agreement through which one or more parties can exercise control or have a significant influence over the Company; b) a Director has, or has held in the previous three financial years, a significant role (Chairman, Executive Director, executive with strategic responsibilities) in the Company or in one of its subsidiaries of strategic importance or in a company which is subject to common control by the Company, or in a company or entity which, also with others through a shareholding agreement, controls the issuer or is capable of exercising significant influence over it; c) in the preceding financial year, the Director has or has had, directly or indirectly, a significant business, financial or professional relationship with: - the issuer, one of its subsidiaries or any of its top management; - someone who, also together with others through a shareholding agreement, controls the issuer, or if a company or entity with any of the relevant top management; or who is, or in the last three financial years has been, an employee of any of the aforementioned entities; d) a Director receives or has received in the previous three financial years from the issuer, or one of its subsidiaries or from a parent company, significant additional remuneration to the compensation agreed for a non-executive Director of the issuer or to the remuneration for being 56

59 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report a member of a committee recommended in the Self-Regulatory Code, including any incentive plans linked to company performance, including those that are share-based; e) a Director has been a Director of the Company for more than nine of the previous twelve years; f) a Director is an executive Director in another company in which an executive Director of the issuer is also a Director; g) a Director is a shareholder or Director of a company or entity belonging to the group of the company that is appointed as the legal auditor to the issuer; h) a Director is closely related to a person in any of the situations described above. The indications of the Self-Regulatory Code regarding the requisite independence of Directors have been adopted in full by companies in the STAR segment as part of the enacted Rules for Markets Organised and Managed by Borsa Italiana SpA. On 9 July 2012, the Board of Directors of Fiera Milano SpA approved the amendment, under the procedures described in Article 17.1, point (iv) of the Company s Articles of Association and pursuant to Article 2365, paragraph 2, of the Italian Civil Code, of the Company s Articles of Association so that they met the provisions of Law no. 120 of 12 July The amendments to the Company s Articles of Association affected Articles 14 ( The Board of Directors ) and 20 ( The Board of Statutory Auditors ) which were altered to meet the new relevant legal (Article 147-ter, paragraph 1 ter, of the Consolidated Finance Act) and regulatory requirements (Article 144-undecies.1 of the Consob Rules no /99 and subsequent amendments and supplements). In particular, the rewording of Article 14, The Board of Directors, required the insertion of: - the principle whereby the Board of Directors must be appointed using criteria that ensures a gender balance and guarantees that the less represented gender is at least one third of the appointees; - methods of compiling the lists and of making replacements during the mandate so as to ensure that the requirements for gender balance are respected; - provisions for mechanisms whereby, should the elected corporate body not meet the provisions of enacted law regarding gender balance, a necessary number of those elected last on the list that obtained most votes must step down to ensure that the requirements are met and must be replaced by the first candidates that failed to be elected but who belong to the less represented gender. It should be noted that the Company has not taken advantage of the transitional period which permits one fifth of the members of the Board of Directors and of the Board of Statutory Auditors to be from the less represented gender on the first reappointment of these corporate bodies following introduction of the law. The amendments to the Statutes will be applied from the first time the Board of Directors and the Board of Statutory Auditors are reappointed when the mandate of the current Board of Directors expires. It should be noted that, for completeness of information, the full Company s Articles of Association with the changes shown is available on the Company website under Investor Relations/Corporate Governance/Articles of Association section. Succession plans To date, the Company has not considered it necessary to have a formal plan for the succession of the Executive Director, both in consideration of the current shareholder composition of the Company 57

60 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT and of the three-year mandate of the current Directors, which expires with approval of the Financial Statements at 31 December Composition The Board of Directors appointed at the Shareholders Meeting of 27 April 2012, from a single list presented by the controlling Shareholder, Ente Autonomo Fiera Internazionale di Milano, will hold office until approval of the Financial Statements at 31 December 2014 (Table 1 attached to the present Report gives the structure of the Board). The Board is composed of nine Directors. Below is given a brief curriculum vitae of each Director with his main personal and professional attributes, as well as a list of appointments held. - Michele Perini, born on 12 March 1952 in Milan; Chairman (non-executive director). Chairman of Fiera Milano SpA since 27 October A graduate in Economics & Commerce from the Bocconi University, he is Chairman of SAGSA Spa, a company operating in the office furniture sector. Among other positions that he holds, he is Chairman of Museimpresa, a Board Director of Mediaset SpA and a member of the executive council of Siam 1838, a company for the Encouragement of Arts and Trades, and of ISPI (Istituto per gli Studi di Politica Internazionale). He is also the Honorary Chairman of the Leonardo da Vinci Science & Technology Museum of Milan. From 2001 and 2005, he was the Chairman of Assolombarda where, from , he was Chairman of the Small Enterprise segment and where he remains a member of the Board and of the Committee. Until June 2010 he was a Board and Committee member of Confindustria. Michele Perini is also part of the Managing Board of Telefono Azzurro. - Enrico Pazzali, born on 23 May 1964 in Milan; Chief Executive Officer (executive director). Chief Executive Officer of Fiera Milano SpA since 16 April A graduate in Business Economics from the Bocconi University in Milan and specialised in Employment Management, from 1990 to 1995 he held marketing positions at Bull HN Information System Italia; from 1995 to 1997 he was responsible for the development and implementation of automation at Shell Italia SpA and, from 1997 to 2000, was Sales Manager for Italy for Compaq SpA. Subsequently and until 2002, he was corporate sales director for North-West Italy for Omnitel-Vodafone SpA. From , he was Strategic Marketing and Business Development Director and Group Chief Marketing Officer for Poste Italiane SpA. In 2005 and 2006, he was the Central Director of Organisation and Personnel and Resources and Information Systems for the Lombardy Region and, from July 2008 to September 2009, was a member of the Board of Directors of Sogei SpA. Since April 2009, he has been the Chief Executive Officer of Fiera Milano SpA having been its Director General from January In May 2012 he became a Director of Nolostand SpA, a Fiera Milano Group company. - Attilio Fontana, born on 28 March 1952 in Varese; Deputy Vice Chairman and Independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Selfregulatory Code (independent non-executive director). Deputy Vice Chairman of Fiera Milano SpA since April A graduate in law from the State University of Milan, in 1980 he set up his own company and since 1988 has been a lawyer entitled to represent clients in the Court of Cassation. From 1983 to 1989 he was an honorary district judge. He was a member of the Advocates and Procurators Council of Varese for three mandates and is registered in the Register of Auditors of Accounts. 58

61 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Since 1995 he has held many appointments and, since 2006, has been the Mayor of Varese and is currently also a member of the National Directive Committee of ANCI. Since 2009 he has held the position of Regional Chairman of ANCI. - Renato Borghi, born on 30 October 1948 in Milan; Vice Chairman and Independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-regulatory Code (independent non-executive director). A Board member of Fiera Milano SpA, since 2006 and, since February 2010, also its Vice Chairman. He is an entrepreneur in the garment distribution sector. Currently he holds the following positions: Vice Chairman Delegate of Confcommercio Nazionale; Deputy Chairman of the Unione Confcommercio Imprese per l Italia Milano-Lodi-Monza e Brianza Deputy Vice Chairman of Confcommercio Lombardia ; Chairman of Federazione Moda Italia and regional Chairman of Federmodamilano, both entities that represent retail and wholesale companies of textiles, garments, furnishings, shoes, leather goods, travel goods and accessories; Deputy Chairman of Fondo Mario Negri an insurance fund for company executives in marketing, shipping and transport; Chairman of 50&PIU. - Roberto Baitieri, born on 22 November 1966 in Sondrio; Independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-regulatory Code (independent non-executive director). A Board member of Fiera Milano SpA since April In 2000, he began his business career in the property and tourism sectors. From , he was a Board Director of the 2005 Lombardy Foundation Committee. From 2003 to 2010, he was a founding partner and Chairman of the Board of Directors of the Lombardy Club Foundation. Since 2006, he has been involved in the administration and coordination of the development and restructuring programme for all the stations belonging to the Ferrovie Nord Milano Group. Since 2007, he has been Vice Chairman of the Sondrio Società di Sviluppo Locale SpA. - Pier Andrea Chevallard, born on 24 May 1951 in Turin; Independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-regulatory Code (independent non-executive director). A Board member of Fiera Milano SpA since February He graduated in Political Sciences from the University of Turin. Since 2001 he has been the Secretary General of the Milan Chamber of Commerce, Industry and Agriculture. He also holds the following positions: Director of the Union of the Chambers of Commerce of Lombardy, Chief Executive Officer of Parcam Srl and Tecno Holding SpA, Chairman of the Board of Statutory Auditors of Infocamere and Board Director of the Accademia del Teatro alla Scala. - Davide Croff, born in Venice on 1 October 1947; Independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 and under the Self-regulatory Code (independent non-executive director). A Board member of Fiera Milano SpA since October He graduated in Economics and Commerce from the Ca Foscari University in Venice; a recipient of numerous academic grants, which included grants from the Consiglio Nazionale delle Ricerche, the British Council and the Stringher-Mortara scholarship from the Bank of Italy, he specialised in Economics at Pembroke College, University of Oxford. From 1971 till 1972 he held the post of Faculty Assistant at the Institute of Political Economy in the Political Sciences faculty of the University of Padua. 59

62 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT From 1974 till 1979 he worked in the Money Markets research department of the Bank of Italy. Between 1979 and 1989, he held various positions within the Fiat Group: Manager for International Financial Affairs of Fiat SpA, International Treasury manager of Fiat SpA, Finance Director of Fiat Auto SpA, and Financial Affairs Director for the Fiat Group. From 1989 until 14 June 2003, he worked at Banca Nazionale del Lavoro, first as Vice Managing Director and then, from November 1990, as Chief Executive Officer. From September 2000 to July 2009, he was a member of the Board of Governors of the Querini Stampalia Foundation of Venice and from January 2004 until December 2007 he was President of the Venice Biennale Foundation. Current appointments: Senior Advisor of TPG; Chairman of Permasteelisa SpA Vittorio Veneto (TV); Chairman of the Italian Advisory Board of Roland Berger; Chairman of the Ugo and Olga Levi Foundation Venice; Member of the Management Board of Banca Popolare di Milano; Member of the Giunta Assonime; he is also a Board Director of Snam Rete Gas SpA Milan; of Studio Gualtieri & Associati; of IEO Istituto Europeo di Oncologia; and of Venice Newport Container and Logistics S.p.A. He is also a Member of The Council for the United States and Italy and of the Comitato Leonardo. - Giampietro Omati, born on 15 October 1940 in Saronno; Independent Director under the Selfregulatory Code (independent non-executive director). A Board member of Fiera Milano SpA since April He has been a Board member of CIPA FM since January He has been Chairman of Impresa Sviluppo S.r.l. since 19 January 2011; Board member of Banca Popolare Lecchese (Banca Etruria Group) since 8 April 2010; Board member of Artquick S.r.l. Turin since 18 February 2010; Coordinator of the Activities of the Secretary General of Confartigianato Nazionale since February 2005; Board member of Confeventi S.r.l. Bologna since 9 May 2007; Board member of Fiera Milano Congressi since 16 April 2007; Member of the Executive Council of the Consiglio Direttivo Nazionale A.N.CO.S. Associazione Nazionale Comunità Sport since 10 November He was a Board member of Napoli Orientale SpA. He was a member of the management board of Infrastrutture Lombarde SpA from October 2004 to June 2010; Board member of Edizioni Fiera Milano from November 2003 to 16 April 2007; Chairman and Chief Executive Officer of Campione d Italia S.p.A from 1988 to 1992; Chairman of the Regional Management Committee for Lecco from 1982 to 1990; Board member of Banca del Monte di Lombardia (now Banca Europea) from 1987 to 1991; Member of the Regional Management Committee for Lecco from 1975 to He has also been Chairman of the Auditors College of the Ente Provinciale del Turismo of Como and, from was part of the Chairman s office of the Lombardy Region under the Chairman, Mr Golfari. - Romeo Robiglio, born on 20 January 1931 at Montechiaro d Acqui (AL); Independent Director under Article 148, paragraph 3, of Legislative Decree 58/98 (independent non-executive director). A Board member of Fiera Milano SpA since October In 1976 he was appointed Assistant Director of the Milan headquarters of Credito Italiano and from was the Chief Executive Officer of Gruppo Siti Novara, a multinational company operating in the mechanical engineering sector. He has been a Director and member of the Executive Committee of Fondazione Cariplo ( ) and of Intesa Asset Management ( ). From he was Vice Chairman of the Industrial Association of Novara and, from , has been a board Director of Esatri SpA, a company belonging to the Intesa San Paolo group. He is currently a Board member of Sirefid SpA; Equiter SpA; Banca Fideuram 60

63 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report SpA and Cassa di Risparmio di Città di Castello, all companies belonging to the Intesa Intesa San Paolo Group. On 30 July 2012, the Director, Michele Motterlini, appointed by the Shareholders Meeting of 27 April 2012, resigned. On 29 October 2012, the Board of Directors co-opted the Director Davide Croff to replace Mr Motterlini. With the exception of the Chief Executive Officer, all other members of the Board are non-executive Directors since none have any management responsibility. As regards any positions of Director or Statutory Auditor held by members of the Board of Directors in other companies listed on regulated markets, also foreign, or in financial, banking or insurance companies or companies of significant size, please refer to the section above and Table 1 of the present Report. It should be noted that the number of Independent Directors shown above exceeds the minimum number compared to the total number of Board Directors that is required by enacted law and regulations. The Board of Directors has verified the requisite independence of the Directors at the board meetings on 27 April 2012 and, as regards the co-opted Director, at the board meeting of 29 October On the aforementioned dates, the Board of Statutory Auditors, as part of their duties under the law, verified that the Board of Directors had correctly applied the criteria and procedures for ascertaining and evaluating the independence of its own members. The Chairman of the Board of Directors and the Chairman of the Board of Statutory Auditors therefore certified the existence of the requisite independence of the Directors on the basis of declarations given to this end in accordance with enacted law. Profiles of the members of the Board of Directors may be found on the Company website under Investor Relations/Corporate Governance/Corporate Bodies section. Role of the Board of Directors and Delegated Bodies The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Company; specifically, it may take any action deemed appropriate or useful to achieve the company objectives, except for those which, pursuant to law, are reserved for the Shareholders Meeting. In addition to those responsibilities that by law are the exclusive preserve of the Board of Directors, the Company s Articles of Association specifically assign it the following responsibilities: (a) (b) (c) (d) (e) the purchase, underwriting and transfer on its own behalf of shares, shareholdings or investments in other companies, including newly incorporated companies, and the transfer of option rights, except for normal treasury investment operations; the conferral of fixed or other assets to other companies in the process of incorporation or already incorporated; any form of loan taken out by the Company which exceeds 30% of shareholders funds; taking out mortgages, charges or other guarantee rights of any type on all or a significant part of the bonds, property or assets of the Company; approval of the budget; 61

64 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT (f) (g) (h) (i) (j) the granting of bank guarantees from the Company to third-parties; the stipulation of property-related contracts, with the exception of property rental contracts for a period not exceeding six years, agreed as part of the company business; the acquisition, divestment, creation, lease and contractual licensing agreements for patents, brands, models, internet sites and/or domains, satellite or cable television channels, editorial publications, royalties and similar and any intellectual property rights in general that are connected to the corporate objectives of the Company; the appointment, use of consultants, and authorisation of services not covered by the budget and exceeding Euro 100,000 to third-parties that are in no way connected to the Board; the appointment and removal of the Manager responsible for preparing the Company s financial statements. The Board of Directors is also responsible for the following: (k) (l) the decision to merge in circumstances pursuant to Articles 2505 and 2505-bis of the Italian Civil Code; the setting up and closure of branch offices; (m) the reduction of the share Capital in cases of shareholder rescission; (n) (o) amending the Company s Articles of Association so that they adhere to the law; the transfer of the registered office to another location in the same Province. The Chief Executive Officer is vested with all the powers necessary for the ordinary and extraordinary management of the Company, except for those matters which are the exclusive preserve of the Board of Directors. The Chief Executive Officer provides the Board of Directors, at least quarterly, with adequate information on the general progress of operations, on the foreseeable outlook for the business, as well as on the more significant transactions carried out by the Company and its subsidiaries. The Directors notify the Board of Statutory Auditors in a timely manner in writing, and at least quarterly at the meeting of the Board of Directors, of any material economic, financial or equityrelated transactions carried out by the Company and its subsidiaries so that the Board of Statutory Auditors of Fiera Milano SpA may evaluate if the transactions approved and implemented conform to the law and to the Company s Articles of Association and are not manifestly imprudent, risky or go against any resolutions of the Shareholders Meeting or could compromise the integrity of the Company shareholders equity. As regards the provisions of point 1.C.3 of the Self-Regulatory Code, concerning an opinion of the Board about the maximum number of appointees as Directors or Statutory Auditors in listed companies, financial institutions, banks, insurance companies or companies of a significant size, it should be noted that the current articles of association of the Company do not stipulate a maximum number of directors. However, the members of the Board of Directors have undertaken to guarantee that they will carry out their duties effectively and dedicate to them the requisite time. The meetings of the Board of Directors are usually scheduled according to a timetable approved at the start of the year in order to ensure maximum attendance at the meetings. The corporate calendar is available on the Company website in the Investor Relations section. During the financial year to 31 December 2012, the Board of Directors met sixteen times with a regular and consistent attendance by Directors (the overall attendance rate was 93%). The attendance rate of independent Directors was 96%. The average duration of the board meetings was approximately two hours. 62

65 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Group executives, who are responsible for the corporate activities pertaining to matters that are part of the agenda, are invited to attend board meetings to supply further information regarding the matters under discussion by the Board of Directors. On 27 April 2012, the Board of Directors appointed a Secretary to the Board who is the Central Director of Corporate Affairs of Fiera Milano SpA. The Chairman is supported by the Secretary in ensuring the timely delivery and completeness of the documentation supplied ahead of the board meetings and to maintain the confidentiality of the data and information given. Board Directors and Statutory Auditors receive the documentation and information sufficiently in advance of the date of the Board meeting to allow them to speak knowledgeably on the arguments submitted to them for discussion and approval. For documentation given to Directors and Statutory Auditors ahead of the board meetings, the Board of Directors decided that the timing indicated below was appropriate:(i) seven days prior to the date of the meeting for any documentation regarding the financial statements, budget and business plan except when there are valid reasons otherwise. In 2012 the Board of Directors evaluated the organisational and accounting systems of the Company, with particular reference to the internal control and risk management system. The Board of Directors also evaluated and identified the nature and level of risk compatible with the strategic objectives of the Company and the general management performance, particularly as regarded the information received by the Chief Executive Officer, and periodically compared the results achieved with the targets. The procedures and the methods that support the evaluations made by the Board of Directors are described in the section Internal Control and Risk Management System. The Chairman of the Board of Directors The Chairman directs the proceedings of the shareholders meetings, verifies the correct constitution of the meeting, checks the identity and the legitimate right of attendees, oversees its conduct, including the rules governing the order and duration of any intervention, organises the voting system and the counting of votes, and scrutinises the results of any vote. The Chairman also has the duty to supervise national and international institutional relations, corporate communication, to coordinate strategies and the internal audit, and to verify that decisions taken by the Board of Directors are implemented, whilst assisting the Chief Executive Officer in the internationalisation of the Group. Induction program The Chairman and the Chief Executive Officer periodically informed the Board of Directors of the market conditions in the exhibition sector. They have ensured that the Directors have adequate knowledge on the sector in which Fiera Milano operates, company matters and performance, as well as the reference legal framework. In particular the Board of Directors has been made aware of the national and international environment for exhibitions with particular reference to the Brazilian, Chinese, South African, Russian and American markets. Self-appraisal by the Board of Directors The Board of Directors carried out a self-appraisal of the functioning, composition and size of the Board of Directors and of its Committees in the 2012 financial year. 63

66 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT The self-appraisal was made by each Director completing a questionnaire; the results were revealed during the Board Meeting held on 25 February The questions include in the questionnaire were designed to analyse (i) the size and composition of the Board of Directors with reference to the nature and professional experience of the Directors; (ii) its modus operandi; (iii) the composition and roles of the internal committees of the Board; (iv) the knowledge of the legal framework of the sector and the participation of Directors at meetings and in the decision-making process. This questionnaire was completed by each Director and the results from the above analyses were aggregated and were presented to the Board of Directors in an anonymous form. The results of the questionnaire showed that the Board of Directors believes that the composition and modus operandi of the board meet the organisational and administrative requirements of the Company and they confirmed the diversified professional experience of the Directors who contribute their capabilities and experience to the decision making process; there was also a positive opinion regarding the frequency of the meetings. The appraisal of the internal committees was also positive regarding their role and the information flows ensured by these committees to the Board of Directors. 5. INTERNAL COMMITTEES WITHIN THE BOARD OF DIRECTORS The Control and Risk Committee (until 27 April 2012 the Internal Audit Committee) and the Remuneration Committee have been set up by the Board of Directors; their roles and functions are in line with the standards indicated in the Self-Regulatory Code and with best practice in corporate governance. On 27 April 2012, the Board of Directors decided against having a specific Committee for nominations as part of the Board as, to date, there has been no need since, to meet the criteria of 4.C.2 of the Self-regulatory Code, the Company has always allocated adequate time during its Board meetings to cover the responsibilities that the Code attributes to such a Committee. However, the Board of Directors will review this decision periodically. Remuneration Committee A Remuneration Committee has been constituted within the Board of Directors The Board of Directors meeting of 27 April 2012, appointed the Deputy Vice Chairman, Attilio Fontana, as Chairman of the Remuneration Committee and the non-executive Directors, Romeo Robiglio and Giampietro Omati, as the other members of the committee. The members of the Remuneration Committee are remunerated for the work they do. During the financial year to 31 December 2012, the Remuneration committee met six times, with minutes taken, and carried out its responsibility of making proposals to the Board of Directors regarding the remuneration of the Directors and the Statutory Auditors of the subsidiaries. The average duration of these meetings was approximately ninety minutes. For information regarding the composition, activities and operation of the Remuneration Committee, reference should be made to the Report on Remuneration published in accordance with Article 123- ter of the Consolidated Finance Act. 64

67 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Remuneration of the Board of Directors Reference should be made to the Report on Remuneration published in accordance with Article 123- ter of the Consolidated Finance Act for: - the general policy on remuneration - remuneration of executive and non-executive Directors - remuneration of executives with strategic responsibilities - compensation payable to Directors on resignation, dismissal or suspension of the employment relationship. Control and Risk Committee The Board of Directors set up a Control and Risk Committee composed of independent and nonexecutive Directors. The Committee has an advisory role, makes proposals and carries out preliminary research to aid the Board of Directors in its decisions and evaluations regarding the internal control and risk management systems, as well as the approval of the financial statements and the six month interim financial statements; it gives the Board of Directors written information, on at least a six-monthly basis when the annual financial statements and the interim six-monthly statements are approved, regarding its activities and also the adequacy of the internal control and risk management systems. The Control and Risk Committee has the following remit: to give a preliminary opinion to the Board of Directors regarding: (i) the definition of the guidelines of the internal control and risk management systems so that the main risks faced by the Company and its subsidiaries are correctly identified, quantified, managed and monitored while assessing the compatibility of these risks with a management of the company that is consistent with its stated strategic objectives; (ii) the annual evaluation of the adequacy and efficacy of the internal control and risk management systems given the nature of the business and its risk profile; (iii) the description, which is part of the Report on Corporate Governance, of the main features of the internal control and risk management systems and the evaluation of its adequacy and the definition of the guidelines of the internal control system and the periodical verification of the adequacy, effectiveness and efficient functioning of the internal control system, with particular emphasis on the requisite autonomy of internal audit function from operating areas; to express a considered opinion on the interests of the Company and on the substantial correctness of conditions regarding related-party transactions, pursuant to the enacted Procedures for Related-Party Transactions adopted by the Company in accordance with Consob Resolution no /2010 and the relative enacted organisational procedures; to express a considered opinion on specific aspects regarding the identification of the main corporate risks; to evaluate, in collaboration with the Manager responsible for preparing the Company s financial statements, the Independent Auditors, and the Board of Statutory Auditors, the correct application of accounting principles, as well as their consistent application within the Group in the preparation of the consolidated financial statements; 65

68 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT to express a preliminary opinion regarding the appointment or change in the Head of Internal Audit, ensuring that he/she has the necessary resources to carry out his/her role, as well as on whether the relative remuneration is consistent with company policy; to express its opinion regarding the adoption and subsequent updating of the guidelines for the Manager responsible for preparing the Company s financial statements; to express an opinion to the Board of Directors on the annual approval of the work schedule prepared by the Head of Internal audit and to examine the periodic reports made by the internal audit department that evaluate the internal control and risk management system, and any other important evaluations; to express an opinion to the Board of Directors on the results of the independent audit expressed in any eventual letter of suggestions and in the report on the fundamental questions pursuant to Article 19, paragraph 3 of Legislative Decree no. 39/10 that emerged as part of the legal audit; to express an obligatory but non-binding opinion on any intra-group service contracts that could come under the Rule governing the exercise of direction or coordination by the Parent Company; to monitor the independence, adequacy and efficacy of the internal audit department. The Chairman of the Board of Statutory Auditors (or a member of the Board of Statutory Auditors delegated by him) and the Head of Internal Audit for Fiera Milano SpA attend meetings of the Control and Risk Committee. Other Statutory Auditors may also attend. If considered appropriate, the Committee may invite directors and executives of Fiera Milano SpA or of Group companies to attend its meetings so that they may give their opinion on specific matters; it may also invite other persons who may be able to assist in the business of the Committee. The Control and Risk Committee has access to information and the corporate functions necessary to expedite its business and may also use external consultants. The Board of Directors at its meeting of 27 April 2012 appointed the following as members of the Control and Risk Committee: Renato Borghi (Chairman) Roberto Baitieri and Michele Motterlini, all independent non-executive Directors. At the time of these appointments, the Board of Directors expressed its positive opinion on the professional accounting and financial experience of the Director, Mr Motterlini. Subsequently, following the resignation of Mr Motterlini, on 29 October 2012 the Board, approved the appointment of the independent and non-executive Director, Mr Davide Croff, to the Control and Risk Committee. On the appointment of the aforementioned Director, the Board of Directors expressed a favourable opinion regarding the professional accounting and finance experience of the Director Mr Croff. The members of the Control and Risk Committee are remunerated for the work they do. During the financial year to 31 December 2012, the Control and Risk Committee held six meetings, minuted in accordance with the regulations. The average duration of the meetings of this Committee was approximately one hour. During the financial year, the Control and Risk Committee focused on monitoring the implementation of the shared services of the Group; evaluating the work schedules prepared by the Head of Internal Audit, with relevant periodic reports on the audit activity; the relevant audit reports and the report on the fundamental questions under Article 19, paragraph 3 of Legislative Decree no. 39/10; and 66

69 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report evaluating the correct application of the accounting principles adopted in preparing the company accounts and, in particular, the methodology followed in applying the impairment test procedures under IAS 36. The Control and Risk Committee also exercised its prerogative to give a preliminary analysis to the Board of Directors identifying, quantifying, managing and monitoring the main risks, in the process acquiring information on the Risk Management procedures employed by the Group and the activity of Risk Mitigation. 6. Internal Control and Risk Management System The internal control and risk management system of the Company and the Group is made up of rules, procedures and organisational structures that are designed to identify, quantify, manage and monitor the main risks. It contributes to the conduct of the Company and the Group as it is consistent with the corporate objectives established by the Board of Directors of the Parent Company and favours the adoption of informed decisions. It also contributes to guaranteeing (i) the protection of shareholder equity, (ii) efficient and effective corporate procedures, (iii) reliability of financial reporting, and (iv) compliance with applicable laws and rules, the Company s Articles of Association, and internal procedures. Fiera Milano Group has developed an integrated risk management model based on internationally recognised Enterprise Risk Management (ERM) standards. The main aim is to have a systematic and pro-active approach to identifying the principal risks to which the Group is exposed and to identify as early as possible the potential negative effects, taking suitable action to mitigate these effects while continually monitoring the relevant exposure. In order to achieve this Fiera Milano has compiled a catalogue of Group risks linked to the strategies being implemented, together with a risk mapping and risk scoring methodology, and has made the necessary organisational changes so as to identify the roles and responsibilities of those involved. Specifically, the Group integrated risk management process entails an annual (i) update of the risk catalogue according to the strategies implemented and the management and business model used; (ii) assessment of the risks by the management of Fiera Milano SpA and of its subsidiaries; (iii) consolidation of information and prioritisation of the risks and the consequent course of action; (iv) tolerance analysis of any exposure identified and formulation of the appropriate management strategies/actions and the identification of those responsible for implementing such actions; (v) monitoring over time of any exposure that has been identified. The Control and Risk Committee and the Board of Statutory Auditors are informed of the results of the aforementioned procedures. Internal control and risk management system for financial reporting The aforementioned integrated risk management model cannot be considered separately from the internal control system used for the financial information process as both are elements of the overall internal control and risk management system of Fiera Milano SpA. It should be noted that the process for preparing the annual and interim financial statements and, in particular, the processes to describe the principal risks and uncertainties to which Fiera Milano SpA and the Group are exposed, are strictly linked and coordinated to the information flows deriving from the Enterprise Risk Management (ERM) processes of the Company and of the Group, which aim to identify, evaluate and mitigate any corporate risks. 67

70 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT In recent financial years, Fiera Milano SpA has modified its internal control system for financial reporting in keeping with the provisions of Law 262/05 so as to document, where necessary, the administrative and accounting control model adopted, and to schedule and carry out periodic checks on the operational efficacy of the controls that are behind the certification processes of the Manager responsible for preparing the Company s financial statements. The aforementioned administrative and accounting control model combines the internal procedures and methods used by the Company to attain the corporate targets of integrity, accuracy, reliability and timeliness of financial information. The approach of Fiera Milano SpA in formulating, implementing and continually updating the aforementioned administrative and accounting control model is in line with generally accepted best practice, the guidelines for the duties of the Manager responsible for preparing the Company s financial statements under Article 154-bis of the Consolidated Finance Act issued by Confindustria, and is based on a process that complies with the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This reference model, based on the components of the internal control system (Control environment, Risk assessment, Control activities, Information & Communications, and Monitoring) necessary to attain the aforementioned financial reporting objectives favours, inter alia, the identification of coordination opportunities and the development of synergies among, for example, Enterprise Risk Management activities, activities undertaken to comply with Decree Law 231/2001 and the activities of the Head of Internal Audit. The internal control system phases relating to the financial reporting system of Fiera Milano SpA can be divided into the following macro-categories: identifying procedures, risks and controls; defining and updating administrative and accounting procedures; monitoring and updating administrative and accounting procedures. As part of the responsibilities and powers given him/her by the Board of Directors, the Head of Internal Audit must effectively implement any actions falling into the above categories. The main activities under the model used, and included in the macro-categories listed above, are summarised below. Identifying procedures, risks and controls This category includes all activities concerned with identifying or updating the extent of analysis and monitoring carried out, the identification and assessment of risks, the planning of administrative and accounting procedures and the formulation and assessment of checks aimed at mitigating those risks. At least once a year, the Head of Internal Audit decides the areas of the Company and Group processes that will be subject to risk analysis and to monitoring of the controls existing in the administrative and accounting control model. This will be done using both quantitative and qualitative parameters to ensure that the most significant areas and/or those that pose the greatest risk of failing to meet the objectives of the financial reporting controls are included in the aforementioned areas. Defining the areas to be analysed and monitored necessitates identification of the relevant accounts, disclosures and connected procedures so that the subsequent identification and assessment of controls, both at entity level and at procedure and transaction level, can effectively mitigate the risks inherent in the process of preparing financial information. 68

71 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report With regard to identifying and assessing risk in financial reporting, the approach adopted considers both the risk of unintentional errors and those that may be caused by fraudulent activity, providing for the formulation and monitoring of checks and balances that address these types of risk, as well as coordinating the controls implemented with others in the overall internal control system. To support the assessment of inherent risk levels, the reference criteria used are based on the following main potential risk indicators, generally recognised by the reference best practice: changes in information systems, processes and procedures and other complex elements, for example, the complexity of information processing required by a certain procedure, a high level of transactions, or, for example, in processes that incorporate a considerable amount of estimates and valuations, the adequacy of the documentation and the reliability of the assumptions made. When significant risks in financial reporting are identified, the administrative and accounting control model provides for the appropriate identification of controls to mitigate these risks. Specifically, the approach adopted takes adequate account of both manual controls and the data system controls in the administrative and accounting procedures, the so-called automatic system controls application, the general IT controls that govern system access, the control of developments and modifications to the application systems, and the adequacy of the information structures. The administrative and accounting model, in line with reference best practice, ensures that the surveillance procedures for the processes, risks and controls is updated for significant changes in the Group administrative and accounting procedures whenever necessary. Defining and updating administrative and accounting procedures Based on the results of monitoring the processes, risks and controls, the Head of Internal Audit defines or updates the administrative and accounting procedures and guarantees their adequacy as regards the internal control model and monitors the various phases of the definition or updating of the procedures. In particular, the updating of the administrative and accounting procedures is done in conjunction with the evaluation of the design of the controls and the continuous monitoring of their implementation. Monitoring and updating of administrative and accounting procedures The Head of Internal Audit constantly monitors the administrative and accounting procedures, with particular reference to those linked to the preparation of the financial statements, the consolidated financial statements and the summary half-year financial statements, as well as any action or communication of a financial nature that requires statements, attestations and declarations under paragraphs 2 and 5 of Article 154-bis of the Consolidated Finance Act, so as to ensure the adequacy and effective implementation of these procedures. To achieve this, special verification actions to ascertain the correct implementation of the controls incorporated in the administrative and accounting procedures exist. The checks, analyses, and verification of the administrative and accounting procedures are based on defining a test strategy that determines the modus operandi, the controls and ways of monitoring the procedural systems implemented. 69

72 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT The timetable of the monitoring activity is prepared in such a way as to give priority to verifications of identified key controls, and to balance the objectives of efficiency with the requirement of achieving adequate coverage of the verification activities, introducing rotational tests for the significant processes and sub-processes of subsequent important balance sheet dates. With regard to the organisational aspects and to the roles involved in the various phases of formulating, implementing, monitoring and updating over time the administrative and accounting control model, it should be noted that specific information flows have been defined between the Head of Internal Audit and the corporate, administrative and control committees and the corporate executives and/or areas that, outside the Department of Administration, Finance and Tax, are involved in compiling, preparing and circulating the annual financial statements, the consolidated financial statements, the summary half-year financial statements, the interim management reports and, more in general, any information subject to attestation/ declaration by the Manager responsible for preparing the Company s financial statements. The accounting and administrative model also covers specific information flows among Group companies and internal attestations/declarations. In preparing the annual and interim financial statements and describing the principal risks and uncertainties to which Fiera Milano SpA and the Group are exposed, the Head of Internal Audit works with the Enterprise Risk Management of the Company and of the Group in order to identify and assess all corporate risks. Governance of subsidiaries in countries outside the EU In accordance with the provisions of Article 36, as referred to in Article 39, paragraph 3 of the Stock Market Regulations, the Company and its subsidiaries have administrative and accounting systems which make public the accounting procedures used to prepare the consolidated financial statements of the Companies to which this law is applicable and which permit the regular communication of the data required to prepare the financial statements to the Parent Company management and its independent auditors. Therefore, the conditions exist under the aforementioned Article 36, paragraphs a), b) and c) of the Stock Market Regulations issued by Consob also as regards the acquisitions made in 2012: the majority shareholdings in the foreign companies Fiera Milano Interteks and Cape Gourmet Food Festival. Executive Director responsible for the Internal control and risk management system The Board of Directors is responsible for internal control and risk management and, with the help of the Control and Risk Committee, for establishing its guidelines and periodically verifying that it is fit for purpose and is functioning effectively, ensuring that the principal corporate risks are identified and managed in an appropriate manner. The Chief Executive Officer is responsible for implementing the guidelines drawn up by the Board of Directors by setting up, managing and monitoring the internal control and risk management system. Head of Internal Audit The Head of Internal Audit is responsible for verifying that the internal control and risk management system is fit for purpose and working; he/she is not hierarchically answerable to anyone in charge of 70

73 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report an operating area but reports directly to the Chairman so that independence and autonomy are guaranteed. There is also a system for functional reporting to the Control and Risk Committee. The Head of Internal Audit has direct access to all the information necessary and to adequate means for carrying out his/her role. It is the responsibility of the Board of Directors, on the suggestion of the Chief Executive Officer, prepared in conjunction with the Chairman, and having received a favourable opinion from the Control and Risk Committee and having consulted the Board of Statutory Auditors, to appoint or cancel the appointment of the Head of Internal Audit and to ensure that the latter has all the resources required to carry out his/her duties and is remunerated in line with company policies. The Board of Directors is also responsible for annually approving the work schedule prepared by the Head of Internal Audit, having heard the opinion of the Control and Risk Committee, consulted the Board of Statutory Auditors, the Chairman and the Chief Executive Officer. The Head of Internal Audit reports regularly to the Chairman and periodically to the corporate control bodies, the Control and Risk Committee and the Board of Statutory Auditors. Organisational model pursuant to Legislative Decree no. 231/01 The Company has adopted an Organisation, Management and Control Model in accordance with Legislative Decree no. 231/01. The aim of the Organisation, Management and Control Model is to describe the operating and conduct rules governing the Company s activities, as well as the additional controls that the Company has adopted in order to prevent any of the offences described in the Decree being committed. The Model covers the current organisational and control tools, such as the organigram, the system of proxies and delegations and the service instructions. In particular, the Model aims to: - ensure, amongst those persons operating in the name of and on behalf of the Company in areas where there is a risk of offences being committed and in areas vulnerable to the committing of offences, that there is an awareness of the risk of committing an offence if the procedures received are violated, an event that might give rise to administrative or criminal sanctions not only for those persons but also for the Company; - emphasise that any form of unlawful behaviour is strongly condemned by the Company (even where the Company may apparently be in a position to derive some advantage from it) as it contravenes not only the law but also the corporate ethics to which the company wishes to adhere in carrying out its corporate mission; - permit the Company, through continuous monitoring of areas where there is a risk of offences being committed and of areas vulnerable to the committing of offences, to intervene promptly so as to prevent or act against the perpetration of any unlawful activity. The Company s Model is composed of a general part, which describes the contents of Legislative Decree no. 231/2001, the function and principles of the Model, the identification of activities at risk, the definition of protocols, the characteristics and functions of the Supervisory Body, the activities of training and information, the system of sanctions, and twelve special sections, each dedicated to a category of offence under Legislative Decree no. 231/2001: (i) crimes committed against the public administration (ii) corporate crimes (iii) crimes of market abuse (iv) transnational offences (v) crimes against persons in violation of workplace health and safety (vi) crimes concerning receiving, recycling and use of money and goods of unlawful origin (vii) IT crimes (viii) crimes of organised crime (ix) crimes against industry and trade (x) crimes of copyright infringement (xi) inducements not to make statements or to make false statements to the court (xii) environmental crimes. Each special section 71

74 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT gives a description of the sensitive activities, the instrumental procedures, and the general and specific supervision principles. The Model is completed by appendices, which are an integral part of it, that include the Code of Ethics and the reporting lines of each Organisational Unit to the Supervisory Body. The current version of the Model was adopted at the Board Meeting of 30 July In order to monitor functioning, efficacy and observance of the Model, and to ensure that it is updated, the Board of Directors has given a collective body the functions of a Supervisory Body, with the aforementioned duties. The Supervisory Body is composed of the Chairman, Michele Perini, who acts as Chairman of the Supervisory Body, the non-executive and independent Director, Pier Andrea Chevallard, the Head of Internal Audit, Andrea Pizzoli, and of the lawyer, Ugo Lecis, acting as an external expert. The members of the Supervisory Body are remunerated for their work. The Organisational Model, in implementation of the terms of Article 6 paragraph 2 of Legislative Decree no. 231/01, provides for specific information flows to the Supervisory Body so that it can carry out more effectively the supervision and monitoring of the functioning of the Model. With reference to the unlisted companies of the Group that have adopted their own organisational model, the Supervisory Body has conducted research on each of these in order to identify adequate technical/operational solutions that, while respecting the mandate and powers reserved for the same by the prevailing regulations, are appropriate to the dimensions and organisational context of each corporate entity, also taking account of the relevant guidelines issued by the Parent Company. As regards foreign subsidiaries operating under foreign law, and which do not have to adhere to the provisions of Legislative Decree no. 231/01 and which did not have their own Organisational, Management and Control Models pursuant to the aforementioned Decree 231, in addition to adopting the Code of Ethics, during 2012 they also adopted guidelines for anti-corruption rules and other compliance programmes in order to have a systematic reference framework of crime prevention regulations and standards. Independent Auditors Accounting audit and control has been entrusted to PricewaterhouseCoopers SpA, a company registered in the specific Consob Register, in compliance with applicable law. The mandate was conferred by the Shareholders Meeting of 28 October 2005 and was renewed by the Shareholders Meeting of 10 January 2007, following the change in the balance sheet date of the financial year, and extended for a further six financial years by the Shareholders Meeting of 27 April 2007; the mandate relates to the financial year ended 30 June 2006 and the financial periods ending 31 December Manager responsible for preparing the Company s financial statements The Board of Directors of the Company, on 27 April 2012, having previously sought the opinion of the Board of Statutory Auditors, appointed as Manager responsible for preparing the Company s financial statements Mr. Flaminio Oggioni, previously the company s Director of Administration Finance and Tax, at the same time conferring on him, through the appropriate delegation of functions, adequate means and powers to carry out the duties attributed to him under enacted law. The Board of Directors also supervises the effective compliance with administrative and accounting procedures. The Company s Articles of Association require the Manager to be an expert in matters of administration, finance and control and to possess the same characteristics of personal probity required for the Statutory Auditors under current legislation. The Manager s appointment is for three financial years and must not exceed the mandate of the Board of Directors that made the appointment. The period of the mandate of the current Manager is, therefore, the same as that of 72

75 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report the current Board of Directors and expires with the approval of the Financial Statements for the year ending 31 December Coordination among persons involved in the internal control and risk management system The coordination of persons involved in the internal control and risk management system is through a series of mechanisms and means of interaction: i) scheduling and holding joint meetings of the various corporate bodies and functions responsible for internal control and risk management; ii) attendance at meetings of the Internal Control and Risk Management Committee by the Chairman of the Board of Statutory Auditors and other members of the Board of Statutory Auditors and by the Head of Internal Audit; iii) attendance by the Head of Internal Audit in his/ her role as a member of the Supervisory Committee under Legislative Decree 231/ Board of Statutory Auditors Appointment of Auditors The Company s Articles of Association currently require that the appointment of the Statutory Auditors is made on the basis of lists presented by the Shareholders; the articles state that the position of Chairman of the Board of Statutory Auditors is granted to the first candidate on the second list by number of votes and who is in no way related, even indirectly, to those shareholders who presented, combined to present, or voted for the first-placed list by number of votes. Only those Shareholders who, individually or together, represent at least 2.5% of the share capital and are entitled to vote in the ordinary shareholders meeting have the right to present a list, as required by the Company s Articles of Association and by Consob Resolution no of 30/01/2013. A shareholder who intends to present a list of candidates and who does not own a controlling shareholding or the relative majority of the share capital of the Company must deposit a declaration stating the absence of any relationship with the controlling shareholder, as defined by the regulatory provisions. The lists must be deposited at the Company s registered office at least twenty-five days before the date fixed for the first convocation of the Shareholders Meeting and must be made public by the Company at least twenty-one days before the date fixed for the first convocation of the Shareholders Meeting. Ownership of the minimum amount required to present lists is based on the shares that are registered to the Shareholder on the day on which the lists are deposited with the Company. To prove ownership of the minimum number of shares required to present lists, the Shareholders must provide within the time for the publication of the lists by the Company the relative certification by authorised intermediaries released in accordance with law. Each list, deposited within the periods described above, must be accompanied by a declaration in which each candidate accepts the candidacy and declares that no reasons of ineligibility or incompatibility exist with reference to the accumulation of positions referred to below, that the requirements prescribed by enacted law relating to the assumption of the position are fulfilled, and must include a curriculum vitae of the career of each candidate that gives the administration and control positions held. The articles of association also provide that, without prejudice to situations of incompatibility under prevailing laws, any person who is already an acting Statutory Auditor in five companies listed on regulated markets may not take up a position as Statutory Auditor and, if elected, their mandate is nullified, except where different limits are established by laws which may periodically be introduced. On 9 July 2012, the Board of Directors of Fiera Milano SpA decided to amend, by Public Deed, Article 20 ( The Board of Statutory Auditors ) of the Company s Articles of Association. 73

76 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT The amendment to Article 20, The Board of Statutory Auditors, includes the same criteria and principles that exist for the appointment and replacement of members of the Board of Directors as described above. The changes to the Company s Articles of Association will be applied when the Corporate Bodies are next reappointed after the mandate of the current Board of Statutory Auditors expires. The complete Company Articles of Association with the changes shown is available on the Company website under Investor Relations/Corporate Governance/Articles of Association section. Composition of the Board of Statutory Auditors The Board of Statutory Auditors was appointed by the Shareholders Meeting of 27 April 2012, on the basis of a single list presented by the controlling Shareholder, Ente Autonomo Fiera Internazionale di Milano and will remain in position until the approval of the Financial Statements to 31 December The Board of Statutory Auditors is composed of the following members and a short curriculum vitae is given indicating the personal and professional nature of each Statutory Auditor. Stefano Mercorio, born on 26 January 1963 in Bergamo, Chairman of the Board of Statutory Auditors of Fiera Milano SpA since April 2012; Statutory Auditor from April 2010 to April A graduate in Economics and Commerce from the Università degli Studi di Bergamo, he is a fully qualified chartered accountant (Dottore Commercialista) and is registered on the Register of Accounting Auditors and is a business consultant; since October 2010 he has been a Statutory Auditor in Lediberg SpA and is also Chairman of the Board of Statutory Auditors, a Statutory Auditor, a Statutory Auditor and manager of numerous other companies. Alfredo Mariotti, born on 12 March 1946 in Gerenzano (VA), Statutory Auditor of Fiera Milano SpA since A graduate in Economics and Commerce at the Università Cattolica del Sacro Cuore of Milan and registered on the National Register of Accounting Auditors. Since 2003 he has been Secretary General of Federmacchine, the industry association for the mechanical and mechanical accessory trade associations. He is also the Chief Executive Officer of Sofimu SpA (Holding), Secretary General of the Fondazione Ucimu, Director General of Ucimu Sistemi per Produrre, and is the Chairman of the Board of Statutory Auditors or a statutory auditor in several companies. Damiano Zazzeron, born on 5 September 1962 in Fagnano Olona (VA), Statutory Auditor of Fiera Milano SpA since April 2012; from 2003 to April 2012 he was Chairman of the Board of Statutory Auditors. A graduate in Economics and Commerce from the Università Cattolica del Sacro Cuore of Milan, he is a fully qualified chartered accountant (Dottore Commercialista) and is registered on the Register of Accounting Auditors. He has many years experience in the following sectors: corporate restructuring, business combinations, banking foundations and, in particular, has specific know-how of the nonprofit sector. He is a frequent speaker at workshops and seminars on legal and tax matters relating to non-profit entities that have been organised by, among others, the Catholic University and by il Sole 24 Ore. He is the author of several specialist publications ( Onlus and Fondazioni Bancarie published by il Sole 24 Ore ). He works as a consultant or holds corporate positions in various 74

77 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report companies and organisations that include the Teatro alla Scala Foundation (consultant), SO.GE.MI. SpA (Statutory Auditor), and Unioncamere Lombardia (Statutory Auditor). Antonio Guastoni born on 11 January 1951 in Milan, Substitute Auditor of Fiera Milano SpA. A graduate in Economics and Commerce from the Università Commerciale Luigi Bocconi, he is a fully qualified chartered accountant (Dottore Commercialista) and is registered on the Register of Accounting Auditors. He holds several administrative and control positions. Pietro Pensato, born on 22 December 1939 at Torremaggiore (FG), Substitute Auditor of Fiera Milano SpA. A chartered accountant registered on the National Register of Accounting Auditors since 1995, he is also registered on the register of employment consultants. He holds the position of Statutory Auditor in several limited companies and is a tax, administration and human resources administration consultant. All the members possess the necessary characteristics of professionalism and probity required by enacted law, as well as the independence required by Directors in the Self-regulatory Code, possession of which was verified by the Board of Directors when they were appointed. During the financial year ended 31 December 2012, the Board of Statutory Auditors met thirteen times and the overall attendance rate was 98%. The average duration of the meetings of the Board of Statutory Auditors was approximately one hour. Role and functions of the Board of Statutory Auditors The Board of Statutory Auditors, in accordance with Article 149 of the Consolidated Finance Act, monitors the Company s activities to ensure compliance with the law and the Company s Articles of Association; to ensure compliance with the principles of correct administration; to ensure the adequacy of the company s organisational structure regarding positions and responsibilities, the internal control system and the administrative-accounting system, as well as the reliability of the latter in accurately representing management information; to ensure there exist the means of concrete implementation of the rules of corporate governance provided by the codes of conduct prepared by the companies responsible for the organisation and management of regulated markets and to ensure the adequacy of the regulations prepared by the Company and applicable to its subsidiaries, in accordance with Article 114 paragraph 2 of Legislative Decree 58/98. In accordance with Article 19 of Legislative Decree 39/2010, the Board of Statutory Auditors also oversees the legal auditing of the annual financial statements and the consolidated financial statements and the effectiveness of the internal control, internal audit and risk management systems, as well as the process for financial reporting. The Board of Statutory Auditors also monitors the independence of the Independent Audit Company, ensuring compliance with existing regulations and monitoring the nature and scale of the various accounting control services provided by the Independent Audit Company and its network of entities to the Company and its subsidiaries. In carrying out its activities the Board of Statutory Auditors also operates in conjunction with the internal audit function and with the Control and Risk Committee on matters of common interest through meetings and exchanges of information. 8. Procedures adopted by the Company Internal Dealing Code The Company has adopted an Internal Dealing Code, prepared in accordance with article 152- sexies and subsequent articles of Consob Regulation no /99 and subsequent modifications and additions, to take account of the regulations regarding market abuse. 75

78 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT According to the Code, a number of relevant persons, and persons close to them, who have regular access to inside information and the power to make management decisions that could affect the performance and prospects of the listed issuer, are obliged to inform the market of any transaction involving listed financial instruments issued by the company. The relevant persons covered by the provisions of the Internal Dealing Code are identified as the Directors, the Statutory Auditors, the Central Director of Administration, Finance and Control, the Director for International Marketing and Development, the Director of Exhibitions, the Director of Services, the Director of Operations, the Central Director of Corporate Affairs and the Director of Organisation and Human Resources, as well as the controlling shareholder, Ente Autonomo Fiera Internazionale di Milano, insofar as it owns a shareholding of more than 10% of the Company. The Code provides thresholds and terms of communication to the market and related sanctions in line with those established by Consob regulations. Consistent with the recommendations contained in the Rules for markets organised and managed by Borsa Italiana SpA, the current Internal Dealing Code provides for a black-out period of 15 days preceding the Board meeting convened to approve the Financial Statements for the period, during which the relevant persons (with the exception of persons holding at least 10% of the company) are prohibited from trading in financial instruments issued by the company, with some specific exceptions. The communications made in compliance with the Internal Dealing Code under article 152-octies, paragraph 7, of Legislative Decree no. 58/98 (filing models) are available on the Company website in the section Investor Relations-Corporate Governance. Procedure for the management of privileged information The Company has adopted a Procedure for the internal management and the external communication of privileged information, which incorporates the provisions of regulations regarding market abuse, and which also governs the setting up of a Register of persons having access to inside information. The procedure generally entrusts the management of privileged information relating to their relevant areas of competence to the Company Chief Executive Officer and the Chief Executive Officers of Group companies; it contains specific sections dedicated to the definition of privileged information, to the related procedures for managing privileged information, to the ways of dealing with so-called market rumours, and governs instances of delays in communicating to the market, the approval process for press releases, the setting up of a register of persons having access to privileged information, persons authorised to maintain external relations and persons obliged to maintain confidentiality. The Company has also adopted a specific Procedure for the maintenance and updating of the register of persons having access to privileged information, in order to regulate the means and responsibilities of maintaining and updating the register. The document identifies the individual responsible for managing the register, a privileged information committee and the individuals registered with it; and it governs the procedures for initial inclusion and subsequent updating of the register, as well as aspects regarding confidentiality obligations. Procedures for Related-Party transaction The Company has a Procedure for Related-Party transactions (hereinafter the Procedure ). The current Procedure was adopted on 5 November 2010, in compliance both with the provisions of the Rule governing related-party transactions approved by Consob Resolution no of 12 March 2010, subsequently modified by Consob Resolution no of 23 June 2010 (hereinafter also the Rule ), and with the guidelines for the application of the Rule governing related-party transactions supplied by Consob with Communication no. DEM/ of 24 September 2010, and was then implemented by the Company from 1 January

79 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report The Procedure identifies the rules and measures to be adopted to ensure transparency and the substantial and procedural correctness of related-party transactions carried out directly by Fiera Milano SpA or through its subsidiaries. The Control and Risk Committee has been identified as the body designated to express a considered opinion on the interests of the Company and the substantial correctness of the relevant conditions for the completion of related-party transactions. The new Procedure takes advantage of the dispensation given in the Rule that, without prejudice to the requirements regarding the dissemination of information to the public, allows smaller listed companies or for those with balance sheet assets or revenues as shown in the most recently approved Financial Statements that do not exceed Euro 500 million - the possibility of applying to Transactions of Greater Importance the guidance and approval procedures for Operations of Lesser Importance. The Board of Directors of the Company will periodically evaluate, and however at intervals of not more than three years, whether to update the Procedure taking into account, inter alia, any eventual changes to its assets, as well as the effectiveness of the application of the rules and guidance adopted. The Procedure is available on the Company website, under Investor Relations/Corporate Governance/Related parties procedure section. The Company has also adopted Organisational Implementation Instructions with regard to the Procedure for Related-Party Transactions in order to: (i) establish the methods and timing for the preparation and updating of the related-party database compiled specifically in the light of the Procedure; (ii) monitor the rules for identifying related-party transactions before they are finalised and oversee the preliminary procedures by identifying those persons that should give and/or receive information, the subjects appointed to ascertain if a specific transaction comes under the application of the Procedure, as well as the means of guaranteeing the traceability of the transaction under examination; (iii) establish the methods, timing and responsibility for managing the process of informing the public as required by the Procedure. 9. Investor Relations The Company has adopted a communication policy with the aim of establishing a continuous dialogue with all Shareholders and, in particular, with institutional investors, ensuring the systematic and prompt dissemination of exhaustive information regarding its activities, while complying with the regulations on privileged information. It has therefore appointed an Investor Relations manager within the organisational structure of the company, who reports to the Chief Executive Officer. The methods employed for financial communication are those of systematic contact with financial analysts, institutional investors and the specialist media in order to ensure a full and proper understanding of the trends in the Company s strategic direction, the implementation of strategy and its impact on the results of the business. In addition, the Company believes that dialogue with investors is fostered by providing them with sufficient information to allow them to make informed decisions when exercising their rights and by 77

80 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT organising the content of the Company s website ( Investor Relations section) so that they can access economic and financial information (annual financial statements, half-yearly and quarterly interim financial statements, presentations to the financial community), as well as updated data and documents of general interest to Shareholders (press releases, Company calendar, composition of the Corporate bodies, Articles of Association, minutes of Shareholder Meetings, an outline of the Group structure, the Code of Ethics, the Internal Dealing Code, and the related filing models etc.). 10. Shareholders Meetings The Shareholders Meeting is conducted for the benefit of all shareholders and the resolutions approved in Shareholders Meetings, in accordance with the law and the articles of association, are mandatory and binding on all shareholders, including those who did not participate, who abstained or who dissented, although dissenting shareholders have rights of rescission where permitted. The Shareholders Meeting is convened and deliberates, in accordance with law and the regulations pertaining to companies with listed shares, on matters that are its right under the law. The Shareholders Meeting is authorised to approve, among other matters, in an ordinary or extraordinary meeting (i) the appointment or dismissal of members of the Board of Directors and of the Board of Statutory Auditors and their relevant remuneration and responsibilities, (ii) the approval of the financial statements and the allocation of profits, (iii) the purchase and disposal of treasury stock, (iv) changes to the Company s Articles of Association, (v) the issue of convertible bonds. Under enacted law, legitimate attendance and the exercise of the right to vote in Shareholders Meetings is restricted to those who appear as shareholders on the seventh trading day prior to the date of the Shareholders Meeting and who present to the issuer the relevant communication from an intermediary that accords with the latter s accounting records on behalf of the person having the right to vote at the Shareholders Meeting using the aforementioned mechanism. 11. Other corporate governance procedures Regulation of Direction and Coordination The Board of Directors of the Company has approved a Regulation for the exercise of powers of direction and co-ordination by the Parent Company. This document has been prepared with the objective of setting guidelines to govern the direction and coordination activity of the higher authority over the subordinate entity, with the aim of providing a solid base for the research and development of more extensive and more effective interrelationships. The Regulation identifies precise responsibilities regarding, respectively, the Company and its subsidiaries, within an unambiguous and reciprocal assumption of duties and it establishes precise governance procedures, appropriately gauged to provide an equitable balance between requirements for centralisation and respect for the autonomous management of the subsidiaries. It also specifies that in the Group s regulatory hierarchy, the organisational regulations come below the Parent Company s Articles of Association and those of the various companies of the Group. This Regulation was approved by the Parent Company Shareholders Meeting on 15 April 2010 and, subsequently, in order for it to be adopted, was presented to the Shareholders Meetings of the individual companies of the Group so that each of them could independently approve it as the basis for their own operations. 78

81 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report On 12 January 2011, the individual companies of the Group amended their own articles of association to make specific reference to the exercise of direction and coordination, pursuant to Articles 2497 and 2497-bis of the Italian Civil Code, by the Parent Company Fiera Milano SpA, as well as to judge the possibility for the Parent Company to centralise the management and, in the interest of the entire Group, specific functions for the subsidiaries as part of a shared services logic. 12. Changes following the end of the financial year under review On 29 January 2013, Fiera Milano SpA communicated that it had taken advantage of the provisions of Articles 70, paragraph 8, and 71, paragraph 1-bis of Consob Regulation no /99 and subsequent amendments and additions regarding the exemption in relation to publication of an information document for significant mergers, spin-offs, share capital increases through the contribution of goods in kind, acquisitions, and disposals. On 25 February 2013, the Board of Directors, also in accordance with Article 9.3 of the Selfregulatory Code, approved Rules of procedure for Shareholders Meetings. The document has been prepared in accordance with the Company s Articles of Association and enacted law, which indicate that the conduct of ordinary and extraordinary shareholders meetings should be governed by procedures. The proposed Rules of Procedure for Shareholders Meetings will be put forward for discussion and approval at the next Shareholders Meeting of Fiera Milano SpA, convened to approve the Financial Statements at 31 December On 11 March 2013, the Board of Directors approved an amendment to the Rule on the exercise of direction and coordination by the Parent Company. The aforementioned amendment will be discussed and approval for it sought at the next Shareholders' Meeting of Fiera Milano SpA, which is convened to approve the Financial Statements at 31 December Tables There are two tables on the following pages that summarise the Company s adoption of the main corporate governance aspects of the Self-Regulatory Code. The first table gives the structure of the Board of Directors and its internal committees. It shows the Directors and the category to which they belong (executive, non-executive and independent). It also shows the composition of the various committees. The second table gives the composition of the Board of Statutory Auditors. It lists the members of the Board, both Statutory Auditors and Substitute Auditors, and indicates if they have been nominated from lists put forward by non-controlling interests. Both tables give information on the number of meetings held by the Board of Directors, the various Committees and by the Board of Statutory Auditors and the attendance rate of each individual member. The tables also show the number of administrative positions held in other companies; these have also been detailed in this Report. 79

82 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT TABLE 1: COMPOSITION OF THE BOARD OF DIRECTORS AND COMMITTEES BOARD OF DIRECTORS Control and Risk Committee Remuneration Committee Position Constituent In office from/until List Exec. Nonexec. Indep. under the Code Indep.under the Consol. Finance Act (TUF) (%) * No. of other positions held** *** * *** * Chairman Michele Perini a b X 100% 1 Chief Executive Officer Enrico Pazzali a b X 100% / Deputy Vice Chairman Attilio Fontana a b X X X 94% / X 100% Vice Chairman Renato Borghi a b X X X 94% / X 100% Director Roberto Baitieri a b X X X 88% / X 100% Director Pier Andrea Chevallard a b X X X 100% / Director Davide Croff c / X X X 100% 2 X 100% Director Giampietro Omati a b X X 94% 1 X 100% Director Romeo Robiglio a b X X 100% 1 X 100% DIRECTORS WHOSE APPOINTMENT CEASED DURING THE FINANCIAL YEAR UNDER REWIEW Director Fiorenzo Dalu e b X 60% / X 50% Director Michele Motterlini a/d b X X X 100% / X 100% Quorum required for the presentation of lists of last nominees: 2.50% Board of Directors Control and Risk Committee Remuneration Committee Number of meetings held in the financial year to 31 December NOTE * This column shows the attendance rate of Directors at Board Meetings and at Committee meetings (no. of times present/no. of meetings held during the appointment period of the person). ** This column shows the number of other appointments held in listed companies, banks or insurance companies. *** An "X" in this column indicates that the member of this committee is also a member of the Board of Directors. a Appointed by the Shareholders' Meeting of 27 April 2012 for a three-year period ending with the approval of the Financial Statements to 31 December b c Appointed from the only list presented, which was that of the controlling shareholder Fondazione E. A. Fiera Internazionale di Milano. Co-opted as a Director on 29 October 2012 to replace Mr Motterlini, who resigned. d Resigned office of Director and member of Control and Risk Committee on 30 July e Appointed by the Shareholders' Meeting of 16 April 2009 for a three-year period ended with the approval of the Financial Statements to 31 December TABLE 2: COMPOSITION OF THE BOARD OF STATUTORY AUDITORS BOARD OF STATUTORY AUDITORS Position Constituent In office from/until List Independent under the Code (%) * Number of other positions held** Chairman Stefano Mercorio a/b c X 100% 18 Statutory Auditor Alfredo Mariotti a c X 100% 22 Statutory Auditor Damiano Zazzeron a/d c X 92% 16 Substitute Auditor Pietro Pensato a c Substitute Auditor Antonio Guastoni a c Number of meetings held in the financial year to 31 December Quorum required for the presentation of lists of nominees 2.50% NOTE * This column shows the attendance rate of the Statutory Auditors at the meetings of the Board of Statutory Auditors (no. of times present/ no. of meetings held during the appointment period of the person). ** This column shows the number of appointments as Director or Statutory Auditor held, in accordance with Article 148 -bis of the Consolidated Finance Act. a Appointed by the Shareholders' Meeting of 27 April 2012 for a three-year period ending with the approval of the Financial Statements to 31 December b Mr Stefano Mercorio appointed as Chairman of the Board of Statutory Auditors by the Shareholders' Meeting of 27 April Statutory Auditor until that date. c Appointed from the only list presented, which was that of the controlling shareholder Fondazione E. A. Fiera Internazionale di Milano. d Mr Zazzeron appointed as a Statutory Auditor by the Shareholders' Meeting of 27 April Chairman of the Board of Statutory Auditors until that date. 80

83 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report Proposals for the Ordinary Meeting of Shareholders The ordinary meeting of shareholders of Fiera Milano SpA is convened in Rho (Milan), in the Auditorium of the exhibition centre (Centro Servizi), Strada Statale del Sempione 28, (reserved parking is available with entry from Porta Sud), in first convocation on 23 April 2013 at am and, if required, in second convocation on 24 April 2013 at the same time and place (Report pursuant to Article 125-ter, paragraph 1, of Legislative Decree 24/02/1998, no. 58 and subsequent amendments) 1. Adoption of the Rules of Procedure for Shareholders Meetings; resolutions pertaining thereto and resulting therefrom Dear Shareholders, The Board of Directors, also in accordance with Article 9.C.3 of the Self-regulatory Code for listed companies issued by Borsa Italiana and last amended in December 2011 (hereinafter the Selfregulatory Code ), asks that you exam the adoption of rules of procedure to be followed in order to permit the orderly and correct conduct of shareholders meetings whilst guaranteeing the right of each shareholder to speak on the matters under discussion. The Rules of Procedure for Shareholders Meetings is to govern the conduct of the ordinary and extraordinary shareholders meetings and, in detail, is made up of the following sections: - attendance at shareholders meetings; - verification of the right to attend and have access to the venue of the shareholders meeting; - determining if there is a quorum at the shareholders meeting and opening proceedings; - discussion; - interruption and postponement of the shareholders meeting; - voting; - other matters. The provisions in the Rules of Procedure for Shareholders Meetings conform to the provisions of the Company s Articles of Association and to enacted law. For details of the Rules of Procedure for Shareholders Meetings for which we ask your approval, please refer to the document, which is available on the Company website under Investor Relations/Corporate Governance/Shareholders meetings. Given the above, we submit for your approval the following proposed resolution "The Shareholders Meeting of Fiera Milano SpA, having considered the proposal to adopt the Rules of Procedure for Shareholders Meetings prepared also in accordance with Article 9.C.3 of the Selfregulatory Code approves the Rules of Procedure for Shareholders Meetings as illustrated above. 81

84 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT 2. Financial Statements, the Board of Directors Management Report, and the Report of the Board of Statutory Auditors for the year ended 31 December 2012; resolutions pertaining thereto and resulting therefrom. Dear shareholders, The preliminary Financial Statements for the financial year to 31 December 2012, which we submit for your attention, show a net loss of Euro 1,821,918.58, which we propose should be covered as indicated below. We also submit the Group Consolidated Financial Statements for the financial year to 31 December 2012 for your attention; although these are not subject to approval by the Shareholders Meeting, they complement the information provided in the Financial Statements of Fiera Milano SpA. Given the above, we submit for your approval the following proposed resolution "The Shareholders Meeting of Fiera Milano SpA, having considered the Board of Directors Management Report, the Report of the Board of Statutory Auditors and the Independent Auditors Report, and having examined the Financial Statements to 31 December 2012, approves a) the Financial Statements for the year to 31 December 2012, made up of the statement of financial position, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and of the relative explanatory and supplementary notes to the financial statements, which show a net loss of Euro 1,821,918.58, as presented by the Board of Directors, in its entirety and each individual item and the proposed allocations and the Board of Directors Management Report; b) to cover the net loss for the financial year of Euro 1,821, by using Prior years profits for Euro 1,803, and Other reserves for Euro 18, Appointment of a Director; resolutions pertaining thereto and resulting therefrom. Dear shareholders, Following the resignation of the Director, Mr Michele Motterlini, on 30 July 2012, the Board of Directors, deliberated on 29 October 2012, with the agreement of the Board of Statutory Auditors, and in accordance with Article 14 of the Company s Articles of Association and Article 2386 of the Italian Civil Code, to co-opt as a member of the Board Mr Davide Croff. Therefore, the Shareholders Meeting is requested to appoint a Director. We submit for your approval, pursuant to Article 14 of the Company s Articles of Association, the proposal ratifying the appointment of Mr Davide Croff as a Director until the mandate of the current Board of Directors expires and, therefore, until the date when the Financial Statements for the financial year to December 2014 are approved. We would point out that, in keeping with applicable legal and regulatory requirements, the information obligations have been fulfilled and Mr Davide Croff has submitted the following documents: (i) a statement in which he agrees to be appointed and declares that there is no reason that would make him ineligible or incompatible and that he meets the necessary requirements under enacted law to be appointed, including any requirements of independence pursuant to Article 148, paragraph 3 of Legislative Decree of 24 February 1998 no. 58 and Article 3 of the Self-regulatory Code; and (ii) a curriculum vitae giving his personal and professional qualifications and listing the administration and control positions he holds in other companies. The aforementioned document is 82

85 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report available on the Company website under Investor Relations/Corporate Governance/Shareholders meetings. Given the above, we submit for your approval the following " The Shareholders Meeting of Fiera Milano SpA proposed resolution approves a) the appointment of Mr Davide Croff as a Director of the Company; b) the appointment of Mr Davide Croff as a Director for the same period as those Directors already appointed and, therefore, until the date when the Financial Statements for the financial year to 31 December 2014 are approved." 4. Report on Remuneration pursuant to Article 123-ter of Legislative Decree 58/98; resolutions pertaining thereto and resulting therefrom. Dear shareholders, On 11 March 2013, the Board of Directors, in accordance with enacted law, approved the Report on Remuneration pursuant to Article 123 ter of Legislative Decree 58/98 (hereinafter also the Report ), which was made publicly available on 14 March In particular, the Directors would like to submit for your consideration Section One of the aforementioned Report, which defines the principles and guidelines to which the Board of Directors must adhere when setting the remuneration payable to members of the Board of Directors and, in particular, Directors with specific responsibilities, members of the Committees and the Group Executives with Strategic Responsibilities. The Remuneration Policy (hereinafter also the Policy ) is the result of a clear and transparent process in which the Company Board of Directors and the Remuneration Committee play central roles. The Board of Directors of Fiera Milano SpA, on the proposal of the Remuneration Committee, has adopted the Policy that was prepared also following the recommendations of Article 6 of the Selfregulatory Code, as modified in December Specifically, the Remuneration Policy of Fiera Milano SpA aims to: - attract, motivate and retain resources with the professional qualities necessary to the advantageous pursuit of the Group objectives; - align the interests of Management with those of the shareholders, pursuing the main aim of sustainable value creation over the medium-long term by creating a strong link between remuneration and individual and Group performance; - reward merit so as to recognise adequately the individual contribution made by employees. For details of the Report on Remuneration and, in particular on Section One that we submit for your consideration, please refer to the document which is available on the Company website under Investor Relations/Corporate Governance/Shareholders meetings. Given the above, we submit for your approval the following proposed resolution "The Shareholders Meeting of Fiera Milano SpA, having considered the Report on Remuneration pursuant to Article 123-ter of Legislative Decree 58/98 and, in particular, Section One of the Report, 83

86 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT approves the Report on Remuneration pursuant to Article 123 ter of Legislative Decree 58/98 and, in particular, Section One of the Report. 5. Incentive plan under Article 114-bis of Legislative Decree 58/98; resolutions pertaining thereto and resulting therefrom. Dear shareholders, The Board of Directors, following the decisions taken and incorporated in the Remuneration Policy adopted on 16 December 2011, approved an incentive plan under Article 114-bis of Legislative Decree 58/1998, called the Stock Grant Plant (hereinafter also the Plan ). Under the Plan, rights to receive shares (stock grant) would be granted without payment to: - Executives with Strategic Responsibilities and other beneficiaries in relation to their roles as executives of the Company or of the Italian subsidiaries and who are part of the Steering Committee; - other Group employees who, due to their age and the professional potential they have demonstrated, are deemed to merit being included in the Plan. The maximum number of 600,000 ordinary shares that Fiera Milano SpA will make available for the Plan are already in the treasury share portfolio of the Company. The Plan, drawn up by the Remuneration Committee and put to the Board of Directors on 11 March 2013, proposes as follows: - to establish a link between incentive-based remuneration using financial instruments and other components of remuneration that is consistent with the practice of Italian listed companies and, in particular, with those listed on the STAR segment of the stock exchange; - to increase retention levels of employees that are considered key for the Group because of their current role (employees and executives with strategic roles) or in view of their potential future within the Company; - to incentivise beneficiaries by setting medium/long-term targets aimed at aligning the interests of key Group managers with those of the shareholders as regards the development plans for the business; - increase the competitiveness of the Group in the employment market and its ability to attract the best talent available on the market. In particular, the Plan aims to provide the Group with a tool which, together with the already existing Management by Objectives (MBO) system, can complete the range of tools to incentivise the key personnel of the Group. In fact, it is considered that a plan with a three-year time horizon will better involve and incentivise the Beneficiaries by focusing them on actions for the long-term improvement of the Group results whilst increasing their loyalty and improving employee retention. For details of the Information Document on the Plan for which we ask your approval, please refer to the document, which is available on the Company website under Investor Relations/Corporate Governance/Shareholders meetings. Given the above, we submit for your approval the following proposed resolution "The Shareholders Meeting of Fiera Milano SpA, having considered the Information Document on the Plan approves 84

87 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report a) the Stock Grant Plan prepared in accordance with Article 114-bis of Legislative Decree 58/98, in the general terms described above and more specifically under the terms of the Information Document on the Plan issued in accordance with applicable regulations; b) giving the Board of Directors every appropriate and necessary power for the full and complete implementation of the Plan, including but not limited to: (i) granting the rights to receive shares and, subsequently, to attribute the shares to the beneficiaries of the Plan; (ii) including or excluding beneficiaries from the Plan; (iii) approving the Rules governing the Plan making any amendments that may prove necessary and/or appropriate; as well as (iv) taking any action or provision, complying with any formalities, and making any communications considered necessary or appropriate to manage and/or implement the Plan, having also the faculty to delegate its powers, duties and responsibilities for the execution and implementation of the Plan. 6. Supplementary remuneration for the audit company PricewaterhouseCoopers SpA. Resolutions pertaining thereto and resulting therefrom. Dear shareholders, The mandate to audit the Financial Statements of Fiera Milano SpA and the Group consolidated Financial Statements was given to the company PricewaterhouseCoopers SpA and was extended by the Shareholders Meeting of 27 April 2007 for a further six financial years until approval of the Financial Statements at 31 December The Board of Directors has considered and discussed a supplement to the audit agreement prepared by PricewaterhouseCoopers SpA and to increase the fee for the audit of the Financial Statements of Fiera Milano SpA and the Group Consolidated Financial Statements for the financial years following the change in the area of consolidation of the Group and the finalisation of several extraordinary transactions. The increased work demanded of PricewaterhouseCoopers SpA requires a total supplement of Euro 34, (thirty-four thousand five hundred and seventy-five/00) for the 2012 financial year and Euro 19, (nineteen thousand and thirty/00) for the 2013 financial year; this is because: 1. the merger by incorporation of TL.TI Expo SpA into Fiera Milano SpA necessitated a revision of the audit fee to reflect the change in the structure of the company with part of the fee that had previously been for the audit of TL.TI Expo SpA being transferred to that recognised for the audit of Fiera Milano SpA; 2. the acquisitions of 60% of Interteks Uluslararasi Fuarcilik AS, a company operating in Turkey, and of 75% of Cape Gourmet Food Festival PTY Ltd, a company operating in South Africa, meant that the audit plan had to be revised, with more time allocated to the coordination activity carried out by the central audit team for the audit of the consolidated financial statements of the Fiera Milano Group and for the limited audit of the summary six-month interim Financial Statements of Fiera Milano Group; 3. the 2012 financial year was characterised by significant non-recurring events which necessitated more time than had been estimated for the audit of the full-year Consolidated Financial Statements of Fiera Milano Group and, consequently, required the payment of a supplement to the fee payable for the financial year under review. It should be noted that the aforementioned circumstances are to be considered exceptional and unforeseen under paragraph 4.2.b of the original audit proposal put forward by PricewaterhouseCoopers SpA. 85

88 Board of Directors Management Report FIERA MILANO 2012 ANNUAL REPORT We would also like to point out that the Board of Statutory Auditors examined the supplement to the audit agreement prepared by PricewaterhouseCoopers SpA for the financial years , as described in this Report from your Board of Directors, and was in favour of it. Lastly, we would remind you that the additional remuneration totals Euro 53, (fifty-three thousand six hundred and five/00). Therefore, the Board of Directors has prepared the following proposed resolution "The Shareholders Meeting of Fiera Milano SpA, having considered the proposal prepared by the Board of Directors and approved by the Board of Statutory Auditors, approves the supplement to the Proposal for the audit of the Financial Statements of Fiera Milano and of the Group consolidated Financial Statements, prepared by PricewaterhouseCoopers SpA for the financial years , which is for a supplement of Euro 34, (thirty-four thousand five hundred and seventy-five/00) for 2012 and Euro 19, (nineteen thousand and thirty/00) for 2013, for a total of Euro 53, (fifty-three thousand six hundred and five/00). 7. Amendments to the Regulations regarding the exercise of powers of direction and coordination by the Parent Company; discussions pertaining thereto and resulting therefrom. Dear shareholders, We submit for your approval amendments to the Regulations regarding the exercise of powers of direction and coordination by the Parent Company (hereinafter also the Rule ) originally approved by the Shareholders Meeting of 15 April 2010, regarding the composition and appointment of the Boards of Statutory Auditors of the subsidiaries. In adherence to the recommendations of the regulatory authority (Consob), which state that at least one member of the Board of Statutory Auditors of the Parent Company must be appointed as a Statutory Auditor in the Boards of Statutory Auditors of the subsidiaries, the Rule has been amended to include the recommendation that the members of the Board of Statutory Auditors of the Parent Company are appointed Statutory Auditors also in the Boards of Statutory Auditors of the subsidiaries, in line with best practice on this matter. The main aim of this amendment is to rationalise and simplify the structure and permit important synergies that guarantee greater efficacy and efficiency in the control systems to the benefit of the entire Group. We remind you that the Rule, given the current legal framework, was prepared with the aim of identifying the specific responsibilities of the Parent Company and those of the subsidiaries and their unique and reciprocal duties, and also to establish precise governance procedures calibrated so as to achieve a fair balance between the requirements of centralisation and the respect of the management autonomy of the subsidiaries in order to achieve better synergies at Group level and eliminate duplication of effort and loss of value whilst maximising the interests of shareholders. The amendments submitted for your approval today strengthen these aims. The document submitted for your approval, which shows the proposed amendments, modifies paragraph 2.4 of the Rule. Specifically paragraph of the Role is modified as follows: In line with best practice, it is recommended that members of the Board of Statutory Auditors of the Parent Company are also appointed as Statutory Auditors in the Boards of Statutory Auditors of the subsidiaries (in particular those that are 100% owned). This 86

89 FIERA MILANO 2012 ANNUAL REPORT Board of Directors Management Report rationalisation and simplification will permit important synergies that will guarantee greater efficacy and efficiency in the control systems to the benefit of the entire Group. Paragraph 2.4. is integrated with paragraphs and as follows: To this end, it is recommended that, as the appointments of the members of the Boards of Statutory Auditors of the subsidiaries expire, they are replaced by members of the Board of Statutory Auditors of the Parent Company. The remuneration of Statutory Auditors holding appointments in more than one subsidiary will be decided taking account of existing professional tariffs and the Company policies on the remuneration of members of the corporate bodies However, it should be noted that, to execute diligently their responsibilities, the Statutory Auditors of the Parent Company, also individually, have the power to request the Directors and also directly the administrative bodies and those overseeing the subsidiaries any information they require regarding the performance of Company activities and certain matters pertaining to the subsidiaries themselves (Article 151 of the Consolidated Finance Act). Furthermore paragraph 2.5 is modified. For details of the Rules, with evidence of the proposed changes, please refer to the document which is available on the Company website under Investor Relations/Corporate Governance/Shareholders meetings. Given the above, we submit for your approval the following "The Shareholders Meeting of Fiera Milano SpA proposed resolution approves The amendments to the Regulations regarding the exercise of powers of direction and coordination by the Parent Company as described above. Rho (Milan), 11 March 2013 For The Board of Directors The Chairman Michele Perini 87

90 Relazione sul governo societario e gli assetti proprietari al 31 dicembre 2012 Fiera Milano SpA con la presente Relazione sul governo societario e gli assetti proprietari (di seguito Relazione) intende fornire una descrizione del proprio sistema di corporate governance, un informativa sugli assetti proprietari, nonché informazioni sull applicazione delle raccomandazioni contenute nei principi e nei criteri applicativi previsti dal Codice di Autodisciplina delle società quotate di Borsa Italiana, in ultimo modificato nel dicembre 2011 (di seguito, Codice di Autodisciplina ). L espressione corporate governance viene utilizzata per individuare l insieme delle regole e delle procedure in cui si sostanzia il sistema di direzione e controllo delle società di capitali. Un modello efficace ed efficiente di organizzazione societaria deve essere in grado di gestire con corrette modalità i rischi di impresa e i potenziali conflitti di interesse che possono verificarsi fra Amministratori e Azionisti e fra maggioranze e minoranze. Questi aspetti risultano essere tanto più rilevanti nelle società quotate ad azionariato diffuso. Nella redazione della presente Relazione si è tenuto conto delle indicazioni fornite da Borsa Italiana nella IV Edizione del Format per la Relazione sul Governo Societario e gli Assetti Proprietari pubblicata nel gennaio Profilo dell Emittente Fiera Milano SpA, emittente azioni quotate sul mercato regolamentato, in particolare sul Segmento titoli ad alti requisiti di Borsa Italiana SpA (STAR), adotta un sistema di governo societario conforme a quanto previsto dalla legge, dalle vigenti disposizioni regolamentari e allineato ai contenuti del Codice di Autodisciplina. La Società ha adottato un modello di amministrazione e controllo tradizionale basato sulla presenza del Consiglio di Amministrazione e del Collegio Sindacale. Nell ambito delle iniziative volte a massimizzare il valore per gli Azionisti e a garantire la trasparenza sull operatività del management, Fiera Milano SpA ha quindi definito un sistema articolato ed omogeneo di regole di condotta, riguardanti sia la propria struttura organizzativa sia i rapporti con i terzi, in particolare gli Azionisti, che risulta conforme alle best practice rilevabili in ambito nazionale ed internazionale.

91 CONSOLIDATED FINANCIAL STATEMENTS TO 31 DECEMBER 2012 Group Consolidated Financial Statements Explanatory and Supplementary Notes to the Consolidated Financial Statements Attachment: 1. List of companies included in the area of consolidation and other equity investments

92 Fiera Milano Group Consolidated Financial Statements FIERA MILANO 2012 ANNUAL REPORT ( '000) notes Consolidated statement of financial position 31/12/12 31/12/11 ASSETS Non-current assets 1 Property, plant and equipment 24,258 30,667 2 Leased property, plant & equipment - - Investments in non-core property Goodwill and intangible assets with an indefinite useful life 113, ,022 4 Intangible assets with a finite useful life 60,015 58,407 5 Investments Other financial assets Trade and other receivables 14,364 14, of which from related parties 12,784 12,784 7 Deferred tax assets Total 212, ,617 Current assets 8 Trade and other receivables 52,017 62, of which from related parties 2,240 7,295 9 Inventories 4,143 1,988 Contracts in progress Current financial assets - 3, of which from related parties - 3, Cash and cash equivalents 19,400 19,865 Total 75,560 87,897 Assets held for sale 12 Assets held for sale 50 - Total assets 288, ,514 EQUITY AND LIABILITIES 13 Share capital and reserves Share capital 41,593 41,248 Share premium reserve 13,797 12,140 Revaluation reserve - - Other reserves 5,905 9,461 Retained earnings -3, Profit/(loss) for the year -2,024 4,927 Total Group equity 56,002 68,210 Equity attributable to non-controlling interests 3,868 2,456 Total equity 59,870 70,666 Non-current liabilities Bonds in issue Bank borrowings 27,226 15, Other financial liabilities Provision for risks and charges 2,023 1, Employee benefit provisions 8,707 7, Deferred tax liabilities 12,581 14, Other non-current liabilities 3,163 4,102 Total 54,245 42,827 Current liabilities Bonds in issue Bank borrowings 70,982 60, Trade payables 41,493 44, Pre-payments 33,343 47, Other financial liabilities Current provision for risks and charges 3,546 6, Current tax liabilities 4,296 3, Other current liabilities 20,216 27, of which to related parties 1,457 4,135 Total 174, ,021 Liabilities held for sale Liabilities held for sale - - Total liabilities 288, ,514 90

93 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Consolidated Financial Statements ( '000) notes Consolidated statement of comprehensive income Revenues from sales and services 263, ,000 Total revenues 263, , Cost of materials 2,352 2, Cost of services 129, , of which with related parties 2,092 2, Cost of use of 3rd-party assets 61,837 59, of which with related parties 55,815 53, Personnel expenses 49,121 53, Other operating expenses 6,986 6,651 Total operating expenses 249, , Other income 4,025 13, of which: with related parties ,702 non-recurring - 10,342 Gross operating result 17,933 30, Depreciation of property, plant & equipment 8,373 8,132 Depreciation of property investments Amortisation of intangible assets 5,841 5, Adjustments values of assets 2, Allowance for doubtful accounts and other provisions ,184 Net operating result (EBIT) 2,105 15, Financial income and similar 1,096 1, Financial expenses and similar 4,965 4,306 Valuation of financial assets - - Profit/(loss) of equity accounted companies - - Profit/(loss) before income tax -1,764 12, Income tax 172 7,567 Profit/(loss) from continuing operations -1,936 5,149 Profit/(loss) from assets held for sale - - Profit/(loss) for the year -1,936 5,149 Profit/(loss) attributable to: the Shareholders of the controlling entity -2,024 4,927 Non-controlling interest Other comprehensive income Currency translation differences of foreign subsidiaries -1, Other comprehensive income for the year net of tax -1, Total comprehensive income for the year -3,712 4,648 Profit/(loss) attributable to: the Shareholders of the controlling entity -3,432 4,540 Non-controlling interest Earnings/(losses) per share ( ) Basic Diluted

94 Fiera Milano Group Consolidated Financial Statements FIERA MILANO 2012 ANNUAL REPORT notes Consolidated statement of cash flows Net cash at beginning of the year 19,865 22,692 Cash flow from operating activities 11 Net cash from operating activities 4,023 55, of which from related parties -54,573-41,377 Interests paid -2,589-2,641 Interests received Income taxes paid -5, Total -3,715 52,193 Cash flow from investing activities 1 Investments in tangible assets -2,018-8,532 1 Write-downs of tangible assets Investments in intangible assets , Write-downs of intangible assets Investments in subsidiaries -7,336-8, Investments in joint ventures -1, Other investments - 10 Total -10,803-19,105 Cash flow from financing activities 13 Group share capital and reserves Non-controlling interests share capital and reserves Non-current financial assets/liabilities 12,421 12, Current financial assets/liabilities 12,788-47, of which from related parties 3, Dividends paid -8,246 - Total 16,420-35,414 Cash flow for the period 1,902-2, Currency translation differences -2, Net cash of discontinued operations - - Net cash at the end of the year 19,400 19,865 92

95 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Consolidated Financial Statements Consolidated statement of changes in equity note 13 Share capital Share premium reserve Legal reserve Other reserves Retained earnings Profit/(loss) for the period Total Group Capital and reserves attributable to noncontrolling interest Profit/(loss) for the financial year attributable to noncontrolling interest Total noncontrolling interest ( '000) Total equity Balance at 31 December ,316 12,326 7,351 2,425-1,686 2,192 63, ,305 Allocation of earnings at 31/12/10: ,192-2, legal reserve Treasury shares Acquisition of CIPA FM Ltda ,967-1,967 1,967 Total comprehensive income of the financial year ,927 4, ,648 Balance at 31 December ,248 12,140 7,423 2, ,927 68,210 2, ,456 70,666 Allocation of earnings at 31/12/11: ,927-4, legal reserve Dividend distribution , , ,246 Treasury shares purchased Treasury shares sold 600 2, , ,220 Acquisitions ,692-1,692 1,750 Put option on Cape Gourmet Ltd shares , , ,910 Total comprehensive income of the financial year , ,024-3, ,712 Balance at 31 December ,593 13,797 7,865-1,960-3,269-2,024 56,002 3, ,868 59,870 93

96 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Explanatory and Supplementary Notes to the Consolidated Financial Statements On 11 March 2013, the Board of Directors approved the Fiera Milano Group Consolidated Financial Statements at 31 December 2012 and authorised their publication. The Fiera Milano Group is active in all phases that characterise the exhibition and congress industry and is one of Europe s largest integrated exhibition companies. For greater detail on Group structure, reference should be made to the specific section in the Board of Directors Management Report. Accounting standards and consolidation criteria The Consolidated Financial Statements were prepared in accordance with IAS and IFRS accounting standards in force at 31 December 2012, issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and the relative interpretative documents and provisions issued when Article 9 of Legislative Decree no. 38/2005 was enacted. The accounting standards, amendments and interpretations applicable to the Group from 1 January 2012 but which have had no impact on the accounts are given below. - IFRS 7 Financial instruments: disclosures - disclosures on transfers of financial assets, applicable from 1 July 2011; - IAS 12 Income Taxes limited scope amendment 2010 The amendment requires an entity to measure deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of an asset through use or sale. As a result of this amendment, SIC 21 Income taxes: recovery of revalued non-depreciable assets is no longer applicable. Accounting standards, amendments and interpretations not yet applicable and not adopted early by the Group are given below. - IAS 1 Presentation of Financial Statements - amendment 2011, applicable from 1 July 2012; - IFRS 1 First-time Adoption of International Financial Reporting Standards - amendment 2012, applicable from 1 January 2013; - Amendment to IFRS 7 - Financial instruments: Disclosures, applicable from 1 January 2013; - IFRS 10 Consolidated Financial Statements, applicable from 1 January 2014; - IFRS 11 Joint arrangements, applicable from 1 January 2014; - IFRS 12 Disclosure of interests in other entities, applicable from 1 January 2014; - IFRS 13 Fair value measurement, applicable from 1 January 2013; - IAS 1 Presentation of Financial Statements - amendment 2012, applicable from 1 January 2013; - IAS 19 (revised) - Employee benefits, applicable from 1 January 2013; - IAS 27 (revised) - Separate Financial Statements, applicable from 1 January 2014; - IAS 28 (revised) - Associates and joint ventures, applicable from 1 January 2014; - IAS 32 Financial Instruments: Presentation - amendment 2012, applicable from 1 January

97 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS With regard to the format and contents of the Consolidated Financial Statements, the Group has made the following choices: - the Consolidated Statement of Financial Position is presented with separate sections for Assets, Liabilities, and Equity. Assets and liabilities are also classified as current, non-current, and held for sale; - the Consolidated Statement of Comprehensive Income is shown as a single statement in a continuous format and items are analysed by nature since this approach provides reliable information that is more relevant than classification by function; - the Consolidated Statement of Cash Flows is presented using the indirect method; - the Consolidated Statement of Changes in Equity is presented with separate entries for comprehensive income and transactions with Shareholders. Seasonality of the business The Group activities have dual seasonality: (i) a higher concentration of exhibitions in the six months from January to June; (ii) exhibitions that have a multi-annual frequency. During the 2012 financial year, there were no atypical and/or unusual transactions. The present Consolidated Financial Statements have been legally audited by the independent auditor, PricewaterhouseCoopers SpA. AREA AND PRINCIPLES OF CONSOLIDATION The present Consolidated Financial Statements include the Parent Company Fiera Milano SpA and its subsidiary companies, as well as companies under joint control, which are consolidated using the equity method. The Consolidated Financial Statements are based on financial statements as at 31 December 2012 approved by the Boards of Directors of the companies included in the area of consolidation and prepared according to Group accounting policies, which refer to IAS/IFRS. With regards to the area of consolidation and transactions on investments, the following should be noted: on 23 January 2012, through Hannover Milano Fairs India, a company 100%-owned by Hannover Milano Global Germany GmbH, the Group acquired 50% of a New.Co, called Global Fairs & Media Private Ltd (hereinafter Global Fairs), from The Indian Express Ltd. This transaction also involved transfer by The Indian Express Ltd of the business division for the exhibition "Hospitality World Exhibition" and the related specialist publication to the New.Co. The section Information on transactions and acquisitions gives further details of this transaction; on 22 May 2012, the merger by incorporation of the 100% owned subsidiary TL.TI Expo SpA into Fiera Milano SpA was approved. The transaction followed the acquisition by the Parent Company of the non-controlling interests in TL.TI Expo SpA, equal to 11.69% of the share capital. This acquisition which took the shareholding to 100% was finalised on 17 January 2012 for a sum of Euro million; 95

98 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT on 3 August 2012, the Parent Company acquired 60% of the Turkish company, Interteks Uluslararasi Fuarcilik A.S. (hereinafter Interteks). The total investment was USD million (Euro million 9 ) of which USD million (Euro million 9 ) paid on that date. The remaining USD million (Euro million 9 ) represents Fiera Milano s share of a recapitalisation totalling USD million (Euro million 9 ) that was carried out after the transaction was finalised. Further details of this transaction are given in the next section; on 31 August 2012, 75% of the South African company, Cape Gourmet Food Festival PTY Ltd. (hereinafter Cape Gourmet) was acquired for a sum of million South African rand (Euro million 10 ), of which million South African rand (Euro million 10 ) was paid on that date. The remaining million South African rand (Euro million 10 ) will be paid over two years on the achievement of contribution margin targets for the 2012 and 2013 financial years by the Good Food & Wine Show. Further details of this transaction are given in the next section. The list of companies included in the area of consolidation at 31 December 2012 is given on page 161. Subsidiary companies Subsidiaries are consolidated from the date when control is effectively transferred to the Group and cease to be consolidated on the date when control is transferred to third parties. The carrying value of consolidated investments is eliminated against the corresponding portion of equity as at acquisition date, against the assumption of the liabilities and assets shown in the respective financial statements of the subsidiaries on a line-by-line basis. Acquisitions of subsidiaries are recognised using the purchase method, as required by IFRS 3 reviewed in 2008 (see the paragraph "Business Combinations"). The non-controlling interests in the capital and reserves of subsidiaries are recognised in equity under non-controlling interests. Similarly, the portion of the Consolidated Income Statement pertaining to non-controlling interests is shown in profit/ (loss) attributable to non-controlling interests. Joint ventures The carrying value of investments in jointly controlled companies that are proportionally consolidated in the consolidated accounts is set off against the relevant part of equity pertaining to the Group against inclusion of the values of assets and liabilities relating to the amount corresponding to the Group s percentage of ownership without showing the share pertaining to non-controlling interests. Similarly, each income statement item is recognised in the Consolidated Financial Statements for the amount corresponding to the Group s percentage of ownership. Payables and receivables and all other transactions between joint venture companies and Group companies are eliminated for the portion corresponding to Group ownership. Intercompany transactions Profits and losses not yet realised that stem from transactions between consolidated companies are eliminated, as are all payables and receivables, costs and revenues and unrealised gains and losses and all other transactions between consolidated companies. 9 All figures in Euro are stated using the exchange rate on 3 August 2012 (EUR/USD = ) 10 All figures in Euro are stated using the exchange rate on 31 August 2012 (EUR/Rand = ) 96

99 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Translation of financial statements in foreign currencies At the year-end, the assets and liabilities of consolidated companies with an accounting currency that is not the euro are translated into the presentation currency of the Group s consolidated accounts at the exchange rate in force on that date. Income Statement items are translated at the average exchange rate for the year and differences arising from the adjustment of opening equity to year-end exchange rates, as well as the differences stemming from the different methodology used for the translation of the results for the financial year are shown in the other items of the Statement of Comprehensive Income and aggregated in a specific equity reserve. The exchange rates used for the translation into Euro of the 2012 and 2011 financial statements of foreign companies were the following: average 2012 average /12/12 31/12/11 Brazilian real Russian rouble Indian rupee Chinese yuan Turkish lira South African rand BUSINESS COMBINATION Business combinations are accounted for by applying the purchase method in accordance with IFRS 3 revised in Under this method the transaction cost of a business combination is valued at fair value, determined as the aggregate of the fair value of the assets transferred and the liabilities assumed by the Group at the acquisition date and equity instruments issued for control of the acquired entity. All other costs associated with the acquisition are expensed in the statement of comprehensive income at their acquisition date value. Contingent considerations, considered part of the acquisition consideration, must be measured at fair value at the time of the business combination. Subsequent changes to the fair value are recognised in the statement of comprehensive income. The identifiable assets acquired and the liabilities assumed are measured at fair value at the acquisition date. Goodwill is measured as the difference between the aggregate of the acquisition-date fair value of the consideration transferred for the business combination, the amount of any non-controlling interest and the acquisition date fair value of any previously held equity interest in the acquiree and the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the difference between the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed exceeds the consideration transferred for the business combination, the amount of any non-controlling interest and the acquisition-date fair value of any previously held equity interest in the acquiree, the excess sum is immediately recognised in the comprehensive statement of income as income from the transaction. The non-controlling interest in equity at the acquisition date may be valued at fair value or the noncontrolling interest s proportionate share of the identifiable net assets of the acquiree. The measurement method is carried out transaction by transaction. In measuring the fair value of business combinations, the Fiera Milano Group uses available information and, for more material business combinations, also uses the support of external valuations. 97

100 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Business combinations achieved in stages When a business combination is achieved in stages (step acquisition), the previously held share of the entity s assets and liabilities are measured at fair value at the date that control is obtained and any resulting adjustments are recognised in profit or loss. Previously held investments are therefore recognised as though they had been sold and reacquired at the date that control is obtained. Puttable instruments The concession of put options to non-controlling shareholders gives the latter the right to request that the Group redeem the shares they hold at a future date. IAS 32, paragraph 23, establishes that a contractual right to receive cash or another financial asset from the entity constitutes a financial liability for the actual value of the exercise price of the put. Therefore, where the entity does not have the unconditional right to avoid delivering cash or another financial instrument when the put option on shares of the subsidiaries is exercised, it must recognise the financial liability. The financial liability is initially recognised at fair value corresponding to the current value of the amount to be reimbursed based on the best information available and changes in the fair value between one financial period and another will be recognised in profit or loss under financial income/ expenses. This liability is recognised in non-controlling interests or in Group equity depending on whether the risks or benefits associated with ownership of the shares underlying the options have been transferred. Transactions involving non-controlling interests Partial disposal of an investment where control is retained is accounted for as an equity transaction. For acquisitions of additional investments in a subsidiary any gain or loss between the acquisition consideration and the related share of equity is accounted for as an equity transaction with owners as is the partial disposal of an investment in a subsidiary where control is retained. In cases where the partial disposal of an investment in a subsidiary results in loss of control, the residual holding is remeasured at fair value and any difference between fair value and the carrying amount is a gain or a loss and is recognised in profit or loss. 98

101 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments VALUATION CRITERIA Tangible Assets Property, plant and equipment Property, plant and equipment are recognised at purchase or production cost, including contingent costs and costs incurred, and adjusted for accumulated depreciation. Tangible assets are depreciated in each accounting period on a straight-line basis, using economic/technical rates determined by the residual life of the assets. Routine maintenance costs are charged to the Income Statement when they are incurred. The replacement costs of identifiable components of complex assets are allocated to the assets and depreciated over their useful lives. The residual carrying amount of the component being replaced is charged to the Income Statement. Leasehold improvements are classified in property, plant and equipment based on the nature of the cost incurred; the depreciation period corresponds to the lesser of the residual useful life of the tangible asset and the residual period of the rental contract. The depreciation rates applied are listed below: - Office furniture and machinery 12% - Exhibition furniture and equipment 27% - Catering equipment 25% - Metal components to be hired out 13.5% - Sundry machinery and equipment 15% - Motor vehicles 25% - Site motor vehicles 20% - Electronic machines 20% - Plant and machinery 10% - Telephone systems 20% - Alarm systems 30% - Furnishings 12% If there is any indication of impairment, the tangible assets are subjected to an impairment test as described in the section Impairment of assets. Intangible fixed assets An intangible asset is recognised only if it is identifiable, is controlled by the entity, is expected to generate future economic benefits, and if its cost can be measured reliably. Goodwill and intangible assets with an indefinite useful life Goodwill arising from business combinations is initially recognised at the cost on the acquisition date, as indicated in the paragraph above on Business combinations, and, for purposes of the impairment test, allocated to a cash-generating unit or group of cash-generating units which benefit from the synergies generated by the acquisition that gave rise to the goodwill. After initial recognition in accounts, goodwill is measured at cost less any impairment stemming from the impairment tests (see the paragraph Impairment of assets ). An intangible asset is considered to have an indefinite useful life when no limit can be foreseen to the period during which 99

102 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT the asset can generate financial inflows for the Group. Intangible assets with an indefinite useful life, such as goodwill, are not subject to amortisation. Intangible assets with a finite useful life Intangible assets with a finite life are measured at purchase or production cost, including any contingent costs, and systematically amortised on a straight-line basis over their estimated useful life. If there is any indication of impairment, the intangible assets are subject to an impairment test as described in the section Impairment of assets. Starting in the last quarter of 2008, trademarks of exhibitions (meaning exhibitor lists, visitor lists, and the actual trademark of the exhibition) and of publishing titles were reclassified from goodwill with an indefinite life to intangible assets with a finite life. The initial choice was based on the consideration that the businesses underlying these assets, that is to say, exhibitions and specialist publications, do not lend themselves to a precise evaluation of their duration. In essence, at the time of the initial choice, no factors of a general economic, regulatory or legal nature or factors specific to the entity or to the sector in which it is active emerged such as to set a foreseeable limit on the period during which the asset is expected to generate net cash inflows. In effect, general trends in national and international markets, together with the internal competitive dynamics of the reference sectors for exhibitions and specialist publications, led to a reconsideration of the initial assumptions. After comparing the practices of the main Italian and foreign competitors, it was concluded that an estimated finite useful life of 20 years was appropriate in most cases, both for exhibitions and for publications. Where the estimate of the reference time horizon for certain intangible assets was shown to be more uncertain, the useful life was set at 10 years. The amortisation rates applied are listed below: - Exhibition trademarks 5% or 10% - Other trademarks and publications 5% or 10% Industrial patents and rights for the use of intellectual property, licenses, and concessions are amortised over a period ranging from three to ten years, starting in the year when the cost is incurred. Research costs are recognised at the time they are incurred. In compliance with IAS 38, development costs relating to specific projects, including the launch of new exhibitions, are capitalised when it is probable that the project will be completed and generate future economic benefits and when such costs can be reliably measured. Their cost is amortised from the point when the asset is ready for use on a straight line basis over its useful life. The carrying value of costs is reviewed annually at the end of the reporting period, or more often if there are any particular reasons for doing so, to analyse the fair value and ascertain the existence of any impairment. Impairment of assets Goodwill and other intangible assets with an indefinite life are tested for impairment at least annually at the end of the reporting period, or more often if there are any indications that an asset has been impaired. Tangible and intangible assets with a finite life, which are subject to depreciation and amortisation, are tested for impairment only when there are indications of impairment. The recoverable amount of the asset is assessed by comparing the carrying value with the higher of the net selling price of the asset and its value in use. Net selling price is the amount obtainable from sale of an asset in a transaction between independent, informed, and willing parties, less the costs of disposal. In the absence of binding agreements, it is necessary to use the prices expressed by an active market, or the best information available taking into account factors such as recent transactions for similar assets completed in the same business segment. The value in use is the 100

103 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments present value, discounted at the weighted average cost of capital of an entity with a similar risk profile and level of indebtedness, of the cash flows expected to arise from the asset (or from a group of assets a cash generating unit) and from its sale at the end of its useful life. If subsequently there is an indication that an impairment loss, other than goodwill, may have decreased or no longer exists, the carrying value of the asset is adjusted to the new estimate of the realisable value although this value may not exceed the value which would have been measured if there had been no impairment. Reversal of impairment is recognised in profit or loss. Leased assets There are two types of leases: finance leases and operating leases. A lease is considered a finance lease when it transfers a significant and substantial part of the risks and rewards associated with the ownership of the asset to the lessee. Given this, as determined by IAS 17 ( Leases ), a leasing contract is considered a finance lease when the following factors are individually or jointly present: - the lease transfers ownership of the asset to the lessee by the end of the lease term; - the lessee has the option to purchase the asset at a price that is expected to be sufficiently lower than fair value at the date the option becomes exercisable such that, at the inception of the lease, it is reasonably certain the option will be exercised; - the lease term covers most of the economic life of the asset, even if title is not transferred; - at the inception of the lease, the present value of minimum lease payments amounts substantially to the fair value of the leased asset; - the leased assets are of such a specialised nature such that only the lessee can use them without major modifications being made. Assets available to Group companies under leasing contracts that can be considered finance leases are recognised as tangible or intangible assets at the lower of their value at the date acquired or the net current value of the minimum charges under the contract amortised over their estimated useful life; the corresponding liability to the lessor is recognised in equity as a current or noncurrent financial liability depending on whether the contract expires within or beyond twelve months. Lease payments are subdivided into principal, which is taken against financial liabilities, and interest, which is recognised in profit or loss under financial expenses. The charges for operating leases are recognised in profit or loss pro-rata temporis for the duration of the contract. Financial assets In accordance with the requirements of IAS 39 and 32, financial assets are classified under the following four categories: 1. Financial assets at fair value through profit and loss; 2. Held-to-maturity (HTM) investments; 3. Loans and receivables; 101

104 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT 4. Available-for-sale (AFS) financial assets. Classification depends on the purpose for which assets are purchased and held. Management decides on their initial classification at the time of their initial recognition in the accounts, subsequently checking this classification at the end of each reporting period. Financial assets are initially recognised at cost, which is equal to fair value plus contingent transaction costs. Subsequent measurement depends on the type of instrument concerned. Financial assets at fair value shown in the income statement, which include held-for-trading (HFT) financial assets and financial assets designated as such at the time of initial recognition, are classified among current financial assets and measured at fair value, with the gains or losses stemming from this valuation recognised in profit or loss. Gains and losses from any changes in the fair value are recognised in profit or loss. Held-to-maturity investments are classified under current financial assets if they mature in less than 12 months and among non-current financial assets if maturity exceeds that period, and are subsequently valued at amortised cost. The latter is calculated using the effective interest rate method, taking into account any purchase discounts or premiums and spreading them over the entire period up to maturity, less any impairment. Loans and receivables are valued at amortised cost using the effective interest method. At the end of each reporting period, the companies belonging to the Group measure the realisable value of these receivables taking account of estimated future cash payments or receipts through their expected life. Available-for-sale financial assets are recognised as non-current assets, unless they are to be divested within twelve months of the end of the reporting period, and are measured at fair value. Losses or gains on available-for-sale financial assets are recognised in other comprehensive income and aggregated in a specific equity reserve, until they are sold, recovered or otherwise derecognised. When there is an indication of impairment in an available-for-sale financial asset and there is objective evidence of this, the cumulative gain or loss that was recognised in other comprehensive income is reclassified from equity to profit or loss for the period as a reclassification adjustment even if the financial asset has not been eliminated. Investments In accordance with the requirements of IAS 39 and 32, investments in companies other than subsidiaries and associates are classified as AFS (available-for-sale) and are measured at fair value except for when fair value cannot be determined; in such cases, the cost method is used. Gains and losses stemming from adjustments of value are recognised in other comprehensive income in a specific equity reserve. When there is an indication of impairment in an available-for-sale financial asset and there is objective evidence of this, the cumulative gain or loss that was recognised in other comprehensive income must be reclassified from equity to profit or loss for the period as a reclassification adjustment even if the financial assets has not been derecognised. Investments in associates are valued using the equity method with a separate entry in the Statement of Comprehensive Income for the share of the Group in the results of the companies over which it exercises significant influence. Inventories Inventories are valued at the lower of purchase or production cost, including contingent costs, calculated using the FIFO method, and the presumable net realisable value based on market trends. 102

105 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Group inventories consist mainly of suspended costs relating to activities in future accounting periods and consumables. Cash and cash equivalents Cash and cash equivalents comprise cash on hand, bank demand deposits and cash investments with an original maturity of not more than three months. The definition of cash and cash equivalents in the Consolidated Statement of Cash Flows is the same as that of the Statement of Financial Position. Assets and liabilities held for sale This category includes assets and liabilities (or assets and liabilities in a disposal group/discontinued operations) where the carrying value will be recovered primarily through a sale rather than through continued utilisation. For this to happen, the following conditions must be met: - the assets (or disposal groups) must be available for immediate sale in their present condition; - the sale must be highly probable, i.e. the company must be committed to a programme for their disposal; activities to identify a buyer must have been initiated; and completion of the sale must be scheduled to take place within one year of the date of classification in this category. Assets held for sale are measured at the lower of their net carrying value and their fair value less costs to sell. If an asset that is depreciated or amortised is reclassified to this category, the depreciation or amortisation process is discontinued at the time of reclassification. In compliance with IFRS 5, data relating to discontinued operations are presented as follows: - in two specific statement of financial position accounts: Held-for-sale assets and Held-for-sale liabilities; - in a specific income statement account: Net income/(loss) for period from discontinued operations. Equity The par value of treasury shares is deducted from share capital and any amount in excess of par value is deducted from the share premium reserve. Under IAS/IFRS regarding the acquisition of treasury shares, the nominal value of the shares is deducted from share capital while the difference between the nominal value and the acquisition value is taken against the share premium reserve. Regarding the sale of treasury shares, the share capital and the share premium reserve are reconstituted by the same amounts that they were reduced when the shares were acquired while any profit/loss from the sale are recognised in equity, under other reserves, with no impact on the income statement. The shares taken as the reference for the calculation of profit/loss on disposal are selected using the FIFO method. Costs for capital transactions Costs directly attributable to capital transactions are recognised as a direct reduction of equity. 103

106 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Trade payables, tax liabilities, pre-payments, and other liabilities Payables, advances and other liabilities are initially recognised at fair value. After that, they are measured at amortised cost. Payables are derecognised when underlying financial obligations have been discharged. If they have a due date in excess of twelve months, liabilities are discounted to present value using an interest rate reflecting market assessments of the time value of money and specific risks connected with the liability concerned. Discounted interest is classified in financial expense. Derivative instruments A derivative or any other contract with the following characteristics is classified as a financial instrument and consequently fair-valued at the end of each accounting period: (i) its value changes in response to the change in an interest rate, the price of a financial instrument, a commodity price, a foreign-exchange rate, a price or rates index, creditworthiness, or another pre-established underlying variable; (ii) it requires no net initial investment or, if initial investment is required, one that is smaller than would be required for a contract from which a similar response to changes in market factors would be expected; (iii) it is settled at a future date. The effects of fair-value measurement are recognised in profit or loss as financial income/expense. Provisions for risks and charges Provision is made for risks and charges when the Group must meet a present obligation (legal or constructive) stemming from a past event, the amount of which can be reliably estimated and for settlement of which an outflow of resources is probable. If expectations of resource outflow go beyond the next financial year, the obligation is recognised at its present value via discounting of future cash flows at a rate that also considers the time value of money and the liability s risk. Risks for which manifestation of a liability is only possible, not probable, are shown in the paragraph, disclosure on guarantees given, undertakings and other contingent liabilities, and no provisions are made for these. Bank borrowings and other financial liabilities Financial liabilities are initially recognised at cost as represented by the fair value of the funds received net of related costs incurred to receive the loan. After initial recognition, borrowings are measured according to amortised cost calculated using the effective interest rate. Amortised cost is calculated taking into account issuance costs and any discount or premium envisaged at the time of settlement. Employee benefits Employee benefits paid out upon or after cessation of the employment relationship consist mainly of employee severance indemnities [trattamento di fine rapporto, or TFR], which are governed by Article 2120 of the Italian Civil Code. In accordance with IAS 19, employee severance indemnities are considered a defined-benefit plan, i.e. a plan consisting of benefits provided after cessation of employment, which constitutes a future obligation for which the Group assumes actuarial risks and related investments. As required by IAS 19, the Group uses the projected unit credit method to determine the present value of its definedbenefit obligations and the related current service costs. This calculation requires the application of objective and mutually compatible actuarial assumptions concerning demographic variables (mortality rate, employee turnover) and financial variables (discount rate, future increases in salary levels). The Fiera Milano Group has opted for immediate recognition in the income statement of any gains or losses stemming from changes in actuarial assumptions without using the corridor method, which allows recognition in the income statement (based on expected average residual working life of employees) of the cumulative net value of actuarial gains and losses that exceed 104

107 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments 10% of the highest between any assets servicing the plan and the present value of the obligation as at the end of the reporting period. From 1 January 2007, following social security reform, accumulating employee severance indemnities must be allocated to pension funds, to the INPS treasury fund, or, in the case of companies with fewer than 50 employees, may remain within the company as in previous years. Employees were given the option until 30 June 2007 to choose the destination of their severance indemnities. In that regard, the allocation of accumulating employee severance indemnities to pension funds or to INPS means that a portion of these indemnities will be classified as a defined-contribution plan in that the company s obligation is solely the payment of contributions either to the pension fund or to INPS. The liability related to past severance indemnities continues to be a defined-benefit plan to be measured on an actuarial basis. Termination benefits not included in the employee severance indemnities (TFR) are recognised as liabilities and employee expenses when the enterprise is demonstrably committed to terminate the employment of an employee or group of employees before the normal retirement date or provides termination benefits as a result of an offer made in order to encourage voluntary redundancy. The benefits owed to employees for termination of their employment do not give any future economic benefits to the enterprise and are therefore recognised immediately as a cost. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits associated with the sale of goods or rendering of services will flow to the Group and the relevant amount can be measured reliably. Revenues are posted at the fair value of the consideration received or receivable, taking into account any trade discounts and quantity-based reductions granted. Regarding the sale of assets, the revenue is recognised when the entity has transferred a significant and substantial part of the risks and rewards associated with the ownership of the asset. Regarding the sale of services, revenue is recognised when the service is supplied. Consistent with the requirements of IAS 18 Paragraph 25, in the case of revenues for the supply of services relating to exhibitions and congresses, these are recognised when these exhibitions and congresses actually take place, because it is during the actual exhibition/congress that most of the related costs are borne. When it is probable that the total costs of an exhibition will exceed its total revenues, the expected loss is recognised as a cost in a specific provision. Operating costs Costs are recognised when they relate to goods and services sold or used in the financial year or on an accrual accounting basis when their future usefulness cannot be precisely identified. Personnel expenses also include the fixed and variable remuneration of directors taking account of the effective period of service. Costs that are not eligible for capitalisation in the Statement of Financial Position Assets are recognised in profit or loss in the period in which they are incurred. 105

108 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Other income This item has a residual nature and includes grants and subsidies. In particular, the recovery of costs incurred from the controlling shareholder Fondazione Fiera Milano for development initiatives and projects and for the anti-crisis measures taken by the Group fall into this category. This type of cooperation for the development and support of the exhibition business managed by Fiera Milano SpA and aimed at supplying, through Fiera Milano SpA itself, direct support to those involved in the sector is neither a capital facility or a payment made by Fondazione Fiera Milano as a shareholder; therefore, in accordance with international accounting standards it has been recognised in the Income Statement in the financial year it was received. Financial income and expenses Financial income and expenses are recognised in accounts based on timing that considers the effective yield/expense of the asset/liability concerned. Income Tax For each company, income taxes are recognised according to estimated taxable income in compliance with current tax rates and regulations in the countries where the Group operates. Income taxes are recognised in profit or loss, except for those relating to items recognised outside profit or loss, in which case the tax effect is recognised in equity. Deferred taxes are measured according to the taxable temporary differences existing between the carrying amounts of assets and liabilities and their tax base and are classified among non-current assets and liabilities. Deferred tax assets are recognised to the extent that there is likely to be sufficient future taxable income against which the positive balance can be utilised. The carrying amount of deferred tax assets is subject to review at the end of the reporting period. Deferred tax assets and liabilities are measured according to the tax rates that are expected to be applied in the period when the deferrals materialise, considering the tax rates in force or those that are scheduled to come into force subsequently. Current and deferred tax assets and liabilities are offset only when they are levied by the same taxing authority and when there is a legal right to settle on a net basis. Further information on the tax consolidation may be found in Note 40. Foreign currency transactions Transactions in foreign currencies are recorded at the current exchange rate in force on transaction date. Monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate in force at the end of the reporting period. Foreign exchange differences generated by the extinction of monetary items or their translation at different exchange rates from those at which they were translated at the time of initial recognition in the period, or in previous periods, are recognised in profit or loss. Foreign exchange differences are recognised in financial expenses and income. Dividends Dividend revenues are recognised when the shareholders right to receive payment has been established. This is normally the date of the Annual General Shareholders Meeting that approves the dividend distribution. 106

109 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Earnings (losses) per share Basic earnings (losses) per share are calculated by dividing Group profit or loss attributable to ordinary equity holders of the Parent Company by the weighted average number of ordinary shares outstanding in the period, excluding treasury shares. Diluted earnings (losses) per share are calculated by adjusting the weighted average number of shares outstanding to allow for all dilutive potential ordinary shares. Use of estimates Preparation of financial statements and related notes using IFRS requires estimates and assumptions to be made that affect the amounts of assets and liabilities in the Statement of Financial Position and disclosures concerning potential assets and liabilities at the end of the reporting period. Actual results may differ from these estimates. Estimates are used to recognise provisions for doubtful accounts, depreciation and amortisation, employee benefits, taxes, and other provisions and reserves, as well as any adjustments to asset value. Estimates and assumptions are reviewed regularly and the effects of any change are immediately recognised in profit or loss. Concerning the use of estimates of financial risk, reference should be made to the specific paragraph in the notes to the financial statements, whilst it should be noted that the valuation of the provision for risks refers to the best information available at the end of the reporting period. Fiera Milano Group paid particular attention in carrying out the impairment tests on the intangible assets shown in the Consolidated Financial Statements as at 31 December In this context, each company in the Group has prepared a preliminary draft of the Plan based on present visibility and consistent with the contents of the paragraph on the business outlook. Fiera Milano SpA and Nolostand SpA have prepared five-year plans ( ) and Fiera Milano Media SpA has a plan that extends to The reason for the different lengths of these business plans rather than a four-year plan were: for Fiera Milano SpA and Nolostand SpA the requirement to exclude from the calculation of the terminal value (which is based on the average gross operating profit of the last two years of the plan) the Expo 2015 effect ; while for Fiera Milano Media SpA it was to capture the full effect of the actions taken to adjust the commercial offer of this company to the transformation in the sector and to the crisis that has impacted the publishing market. These plans provided the basis for calculating the value in use of each cash generating unit or group of cash generating units using the discounted cash flow (DCF) method. The results obtained were positive for all the cash-generating units despite the use of prudent criteria (discount rate applied to cash flows, growth rate of the business, average future result to calculate the terminal value). The cash-generating units showed a higher value in use compared to the carrying value that varied from one cash-generating unit to another. Those where the higher value was lowest were the object of subsequent further investigation. The external and internal information sources described in paragraphs of IAS 36, which are to ascertain any indication of impairment, were used on the trademarks and publications to which Fiera Milano SpA attributes a defined useful life. The trademark Transpotec & Logitec was considered to have suffered impairment due to the recent deterioration in the forecasts for the exhibition scheduled for 2013 and the provision made for the losses expected to be generated by the exhibition. Lastly, the acquisition of the company Cape Gourmet included a put option to the seller. The probability of this put being exercised over time was included in the calculation of the value of this option. It was considered most likely that the seller would exercise the put either in the sixth or tenth year of its duration. It should be noted that the valuation of the underlying business was 107

110 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT calculated on the basis of the multiples implicit in similar transactions carried out by the Fiera Milano Group. The transaction used as a reference for the implied multiple was the acquisition of 75% of the shares in the company. A check was carried out using a discounted cash flow model. Cash and non-controlling interests were prudently not discounted. It was assumed that the net financial position would be the same as that in the opening statement of financial position. Business combinations In accordance with IFRS 3, as described in the paragraph that follows the section, disclosure on acquisitions, in the present Financial Statements the Group has shown the identifiable assets acquired and the identifiable liabilities assumed of Cape Gourmet and Interteks at the fair value on the date control was acquired. The goodwill deriving from the transactions is the residual amount. These values were calculated using estimates of the identifiable assets and liabilities, a process that was concluded on 31 December 2012 and that was based on reasonable and realistic assumptions using the information available at the date control was acquired and which had an effect on the value of the assets, liabilities and goodwill recognised, as well as on the revenues and expenses for the period. Business combinations finalised prior to 1 January 2010 have been recognised in accordance with the preceding version of IFRS

111 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Disclosure on acquisitions Acquisition transactions that can be considered business combinations On 3 August 2012 (the acquisition date ), the acquisition of 60% of Interteks was finalised. The Turkish company is the leader on the local market with a diversified portfolio of exhibitions in the beauty and personal care, home and garden, hospitality, sailing, and logistics sectors. Interteks will be launching several new initiatives including International Art Istanbul, Wedding and Rehabtech in Istanbul. The company also benefits from the recent extension of the congress and exhibition site in Istanbul. The sum paid on the date was USD million (Euro million) and was reduced by Euro million following the price adjustment procedure in the contract. In accordance with the requirements of IFRS 3, the non-competition agreement reached with the ex-shareholder and chief executive officer of the company was identified as a separate transaction to the business combination. The fair value of this agreement was calculated as million Turkish lira (Euro million) that corresponds to the penalty to be paid for violation of the agreement. On 6 August 2012 a further USD million (Euro million) was paid as the share of Fiera Milano SpA of the recapitalisation totalling USD million (Euro million) carried out following finalisation of the transaction. The acquisition consideration may be broken down as follows: Acquisition consideration of Interteks ( '000) Cash equivalents paid 1,679 Price adjustment -202 Cash equivalents received -7 Total acquisition consideration 1,470 The identifiable assets acquired and the identifiable liabilities assumed of Interteks, which are summarised below, were valued at fair value at the acquisition date and mainly comprise the exhibition trademarks. The goodwill is supported by the expected synergies in the combination of the assets of the acquiring entity and those of the entity acquired. 109

112 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT ( '000) Non-current assets 2,283 Property, plant and equipment 47 Intangible assets with a finite useful life 2,236 Current assets 583 Trade and other receivable 583 Non-current liabilities 469 Bank liabilites 26 Deferred tax liabilities 443 Current liabilities 968 Bank payables 829 Trade payables 48 Pre-payements 55 Other current liabilities 36 Book value of net assets acquired 1,429 Non-controlling interest -574 Goodwill 615 Total 1,470 The Group opted to value the non-controlling interests at the acquisition date as the pro-quota value of the net assets recognised for the entity acquired. For the period from 3 August 2013 to 31 December 2012, Interteks contributed Euro million to consolidated revenues and a negative figure of Euro million to the consolidated net result. The company had a negative result for the full-year 2012 of Euro million. The contingent transaction costs were Euro million and were recognised under Costs for services in the Statement of Comprehensive Income. On 31 August 2012 (the acquisition date ), the acquisition of 75% of Cape Gourmet was finalised. The South African exhibition company is the organiser of the agrifood exhibition, the Good Food & Wine Show, which is held three times a year in Johannesburg (Gauteng), Cape Town and Durban. The exhibition has reached its fourteenth edition and is aimed at the food & beverage sector using a highly effective mixed consumer and business formula. The consideration agreed in the contract was million South African rand (Euro million) of which million South African rand (Euro million) was paid on finalisation of the acquisition. The remaining consideration of million South African rand (Euro million) will be paid over two years and is dependent on the Good Food and Wine Show achieving certain margin targets for the 2012 and 2013 financial years; it will be proportionally reduced should the targets for each year not be achieved. The range of the remaining consideration (before calculation of the net present value) varies from zero if the results are more than 50% below the target to Euro million ( million South African rand). The fair value of this component of the total consideration was calculated on the acquisition date and recognised as million South African rand (Euro million) given the probability that the targets would be achieved and the net present value calculated using a WACC of 4%. At 31 December 2012, there was no change in the valuation of the remaining consideration. 110

113 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments The acquisition consideration may be broken down as follows: Acquisition consideration of Cape Gourmet ( '000) Initial consideration 4,124 Final consideration 947 Total acquisition consideration 5,071 Cash flow ( '000) Cash paid 4,124 Cash received -708 Total cash flow paid (received) 3,416 The identifiable assets acquired and the identifiable liabilities assumed of Cape Gourmet, which are summarised below, were valued at fair value at the acquisition date and mainly comprise the exhibition trademarks. The goodwill is supported by the expected synergies in the combination of the assets of the acquiring entity and those of the entity acquired. ( '000) Non-current assets 5,989 Property, plant and equipment 19 Intangible assets with a finite useful life 5,970 Current assets 1,031 Trade and other receivable 323 Cash and cash equivalents 708 Non-current liabilities 1,668 Deferred tax liabilities 1,668 Current liabilities 829 Trade payables 217 Pre-payements 553 Other current liabilities 59 Book value of net assets acquired 4,523 Non-controlling interest -1,131 Goodwill 1,679 Total 5,071 The Group opted to value the non-controlling interests at the acquisition date pro-quota of the value of the net assets recognised for the entity acquired. For the period from 31 August 2012 to 31 December 2012, the company contributed Euro million to consolidated revenues and Euro million to the consolidated net result for the financial year. The net result of the company for the full-year 2012 was Euro million. The contingent transaction costs were Euro million and were recognised under costs for services in the Statement of Comprehensive Income. The Parent Company Fiera Milano SpA and the non-controlling interests signed a ten-year agreement. At the end of ten years, the shares held by the non-controlling interests can be acquired by the majority shareholder through the exercise of a cross option with a put option for the noncontrolling interests and a call option for the majority shareholder. Should these rights not be exercised, the agreement provides for their automatic renewal for another five years. There is also a lock-up period of five years during which each shareholder is not permitted to dispose of their shares without having first obtained the agreement of the other side. After this period, the 111

114 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT shareholders have the possibility of exercising the right of first refusal and acquiring the shares if they should be offered for sale. A tag along right also exists for any shareholder who is not the seller. Exercise of this right obliges the shareholder who wishes to sell his/her shareholding to a third-party to ensure the sale also of the shares held by the other shareholder, which the acquirer is obliged to purchase on the same conditions. The put option given to the non-controlling interests, who are also the managers of the company, is on their shareholding of 25% and may be exercised as follows: - at the option expiry date after ten years or after a period of five years; - on dismissal without just cause; - due to serious illness of a manager, or one of his/her immediate family, which would impede him/her carrying out his/her responsibilities. The fair value of the consideration was calculated using as the exercise price the implicit acquisition EBITDA multiple and was checked using a discounted cash flow (DCF) model. The net present value is estimated at million South African rand (Euro million) calculated over the option period. Other acquisition transactions On 23 January 2012, through Hannover Milano Fairs India Pvt Ltd, a 100%-owned subsidiary of Hannover Milano Global Germany GmbH, the Group acquired Global Fairs. The transaction, which included the contribution of the business division Hospitality World Exhibition and its related publication, was done for a consideration of Euro million, which was equal to the fair value of the assets acquired. The acquisition is summarised as follows: Acquisition Global Fairs ( '000) Consideration 1,500 Book value exhibition trademark Hospitality World Exhibition 935 Difference attributable to the Group

115 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Segment reporting In accordance with IFRS 8, the identification of operating segments and related information is based on the data used by management to take its operating decisions and is consistent with the management and control model used. The internal accounting system, regularly reviewed and used by the top decision makers in the Group, gives information by segment and also by individual company. The operating segments defined by management approach criteria are as follows: - Italian Exhibitions: this segment covers all activities for the organisation and hosting of exhibitions and other events in Italy through the use, promotion and offer of furnished exhibition spaces, of project support, and of ancillary services. Specifically this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors): that are directly organised by the Group or in partnership with third-parties; organised by third parties, through the hiring out of spaces and services. These activities are carried out by the Parent Company Fiera Milano SpA, and by Milan International Exhibitions Srl, a company with its registered office in Rho. TL.TI Expo SpA was merged into the Parent Company, Fiera Milano SpA, on 1 June Foreign Exhibitions: this segment covers all activities for the organisation of exhibitions and other events abroad through the use, promotion and offer of furnished exhibition spaces, of project support, and of ancillary services. Specifically this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors) that are directly organised by the Group or in partnership with third-parties. These activities are carried out by: Hannover Milano Global Germany GmbH, a joint venture with Deutsche Messe AG of Hanover, which operates in China through two subsidiaries, Hannover Milano Fairs Shanghai Co Ltd and Hannover Milano Fairs China Ltd, and in India through Hannover Milano Fairs India Pvt Ltd and its subsidiary, Global Fairs & Media Private Ltd, which has been 50% owned since 23 January 2012; Cipa FM Publicações e Eventos Ltda (hereinafter Cipa FM ), with its registered office in São Paulo; 75% of its shares is held by the Brazilian subsidiary, Eurofairs International Consultoria e Participações Ltda (hereinafter Eurofairs ); Fiera Milano India Private Ltd, with its registered office in New Delhi; Limited Liability Company Fiera Milano, with its registered office in Moscow; Interteks, the leading exhibition company on the Turkish market, following the acquisition of 60% of its share capital by the Parent Company Fiera Milano SpA on 3 August 2012; Cape Gourmet, a South African exhibition company, following the acquisition of 75% of the share capital of the company by the Parent Company Fiera Milano SpA on 31 August Stand-fitting services: this segment covers stand-fitting services, technical services and all exhibition site services for exhibitions and congresses carried out by Nolostand SpA. - Media: this segment covers the production of content and supply of on line and off line publishing services, as well those associated with the organisation of events and congresses. This segment includes the following sectors: publishing and digital services; events and training. This segment is headed up by Fiera Milano Media SpA. 113

116 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT - Congresses: this segment covers the management of conferences and events by Fiera Milano Congressi SpA. The tables below give the segment Income Statement and Statement of Financial Position data for the financial years to 31 December 2012 and 31 December Income Statement to 31/12/12 Italian Foreign exhibitions exhibitions ( '000) Stand-fitting services Media Congresses Adjustments Consolidated Revenues from sales and services to 3rd-parties 192,738 23,910 9,683 11,551 25, ,408 Revenues from intersegment sales and services 5, ,183 1, ,344 Total revenues 198,125 23,921 31,866 12,794 26,046-29, ,408 of which from Italy 239,498 of which from foreign activities 23,910 Cost of materials , ,352 Cost of services 98,867 13,287 23,447 7,075 17,690-31, ,204 Cost for use of 3rd-party assets 56,829 1,586 1, , ,837 Personnel expenses 34,315 3,305 3,659 5,363 3, ,121 Other operating expenses 4, ,986 Total operating expenses 195,915 19,187 29,726 13,581 23,640-32, ,500 Other income 5, ,450 4,025 Gross operating result 7,641 4,970 2, , ,933 of which from Italy 13,123 of which from foreign activities 4,810 Depreciation of property, plant and equipment 3, , ,818 8,373 Depreciation of property investments Amortisation of intangible assets 3, , ,841 Adjustments to asset values 2, ,541 Allowance for doubtful accounts and other provisions -1,478 1, Net operating result (EBIT) -1,020 2, , ,105 of which from Italy -316 of which from foreign activities 2,421 Financial income and similar 1,096 Financial expenses and similar 4,965 Valuation of financial assets Profit/(loss) of equity method accounted companies Profit/(loss) before income tax -1,764 Income tax 172 Profit/(loss) from continuing operations -1,936 Profit/(loss) from discontinued operations - Revenues Operating expenses Profit/(loss) for the year -1,936 Profit/(loss) attributable to non-controlling interest 88 Group profit/(loss) -2,024 Statement of financial position data at 31/12/12 ( '000) Depreciation of non-current Investments assets Italian exhibitions 3,804 7,684 Foreign exhibitions 11, Stand-fitting services 815 2,548 Media 29 1,407 Congresses 631 1,837 Adjustments -139 Total 16,965 14,

117 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Income Statement to 31/12/11 Italian Foreign exhibitions exhibitions ( '000) Stand-fitting services Media Congresses Adjustments Consolidated Revenues from sales and services to 3rd-parties 206,181 18,791 9,768 14,963 28, ,000 Revenues from intersegment sales and services 6, ,439 2, ,561 Total revenues 212,332 18,890 33,207 17,098 29,034-32, ,000 of which from Italy 259,209 of which from foreign activities 18,791 Cost of materials , ,341 Cost of services 108,223 10,152 24,366 8,989 20,624-33, ,594 Cost for use of 3rd-party assets 55,353 1,473 1, , ,904 Personnel expenses 37,774 2,290 3,616 6,791 3, ,295 Other operating expenses 5, ,651 Total operating expenses 207,860 14,136 30,560 17,082 26,292-35, ,785 Other income 14, ,069 13,702 Gross operating result 19,419 4,985 3, , ,917 of which from Italy 25,564 of which from foreign activities 5,353 Depreciation of property, plant & equipment 3, , ,657 8,132 Depreciation of property investments Amortisation of intangible assets 3, , ,912 Adjustments to asset values Allowance for doubtful accounts and other provisions ,184 Net operating result (EBIT) 12,347 4, ,871 1, ,518 of which from Italy 10,918 of which from foreign activities 4,600 Financial income and similar 1,504 Financial expenses and similar 4,306 Valuation of financial assets Profit/(loss) of equity method accounted companies Profit/(loss) before income tax 12,716 Income tax 7,567 Profit/(loss) from continuing operations 5,149 Profit/(loss) from discontinued operations - Revenues Operating expenses Profit/(loss) for the year 5,149 Profit/(loss) attributable to non-controlling interest 222 Group profit/(loss) 4,927 Statement of financial position data at 31/12/11 ( '000) Depreciation of non-current Investments assets Italian exhibitions 4,413 7,575 Foreign exhibitions 22, Stand-fitting services 4,015 2,602 Media 372 1,594 Congresses 2,190 1,699 Adjustments Total 33,234 14,

118 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Notes to the Consolidated Financial Statements STATEMENT OF FINANCIAL POSITION ASSETS NON-CURRENT ASSETS 1) Property, plant and equipment The breakdown and changes in the last two financial years were as follows: Property, plant and equipment ( '000) Buildings Balance at Changes during the financial year 31/12/10 Incr. Decr. Depr. Impairment Currency translation differences Balance at Reclassification 31/12/11. historic cost depreciation Net Plant and machinery. historic cost 12,876 1, ,307. depreciation 6,586 1, ,821 Net 6,290 1,433-1, ,486 Industrial and commercial equipment. historic cost 30,122 4, ,312. depreciation 24, , ,873 Net 6,099 4, , ,439 Other assets. historic cost 48,814 2, ,731. depreciation 31, , ,031 Net 17,225 2, , ,700 Contracts in progress and prepayments. historic cost Net Total property, plant and equipment. historic cost 93,420 8,542 2, ,392. depreciation 62,991 2,320 8, ,725 Net 30,429 8, , ,

119 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Property, plant and equipment ( '000) Balance at Changes during the financial year 31/12/11 Incr. Decr. Depr. Impairment Currency translation differences Reclassification Change in area of consolidation Balance at 31/12/12 Plant and machinery. historic cost 14, ,428. depreciation 7, , ,224 Net 6, , ,204 Industrial and commercial equipment. historic cost 34, ,629. depreciation 25, , ,011 Net 8, , ,618 Other assets. historic cost 50,731 1, ,252. depreciation 35, , ,816 Net 15,700 1, , ,436 Contracts in progress and prepayments. historic cost Net Total property, plant and equipment. historic cost 99,392 2, ,309. depreciation 68, , ,051 Net 30,667 2, , ,258 The breakdown and changes were as follows: Plant and machinery This item totalled Euro million, net of depreciation in the financial year of Euro million and was mainly electrical and thermal plant and alarm and audiovisual systems. The increase of Euro million was primarily attributable to plant for the Rho exhibition site. Industrial and commercial equipment This item was Euro million, net of depreciation in the financial year of Euro million, and was mainly for equipment and furnishings connected to the exhibition activities. The increase of Euro million was mainly attributable to the purchase of furniture and assets to be hired out during exhibitions. The decreases and write-downs reflected the reduction in the assets of Nolostand SpA following a inventory stock-take. Other assets This item was Euro net of depreciation in the financial year of Euro million; Euro million was for improvements to third-party assets and Euro million was for furniture, furnishings, minor equipment, transport vehicles and electronic equipment. The breakdown of the Euro million increase was as follows: - Euro million attributable to the Parent Company for the acquisition of electronic equipment, furniture and furnishings and Euro million for improvements made to assets belonging to Fondazione Fiera Milano, which were the responsibility of Fiera Milano SpA under existing lease contracts. Depreciation on improvements made to assets belonging to thirdparties is calculated on the basis of the residual duration of the lease contracts for fixed assets; 117

120 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT - Euro million attributable to Fiera Milano Congressi SpA for costs associated with structural work on the offices, to strengthen the electricity plant, fire fighting equipment and smoke detectors in the Mi.co. North congress centre, construction works in Mi.co. South and the restructuring of new areas to be used for congresses in Rome (Momec); - the remaining Euro million was attributable to other companies. The increase of Euro million from the Change in the area of consolidation relates to Interteks. Contracts in progress and pre-payments This item was zero following reclassification of the restructuring of new areas to be used for congresses in Rome under other assets. 2) Leased property, plant and equipment Details of the amounts and changes to various items are given below: Leased property, plant and equipment ( '000) Balance at Changes during the financial year Balance at 31/12/10 Incr. Decr. Depr. Impairment Reclassification 31/12/11 Leased industrial and commercial equipment. historic cost depreciation Net Other leased assets. historic cost depreciation Net Total leased property, plant and equipment. historic cost depreciation Net Leased property, plant and equipment ( '000) Balance at Changes during the financial year Balance at 31/12/11 Incr. Decr. Depr. Impairment Reclassification 31/12/12 Other leased assets. historic cost depreciation Net Total leased property, plant and equipment. historic cost depreciation Net

121 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments 3) Goodwill and intangible assets with an indefinite useful life The breakdown and changes in the last two financial years were as follows: Goodwill and intangible assets with an indefinite useful life Balance at Changes during the financial year 31/12/10 Incr. Decr. Impairment Change in area of consolidation Currency translation differences ( '000) Balance at Reclassification 31/12/11 Goodwill. historic cost 122, , ,629. amortisation 16, ,607 Net 105, , ,022 Goodwill and intangible assets with an indefinite useful life Balance at Changes during the financial year Balance at 31/12/11 Incr. Decr. Impairment Change in area of Currency translation Reclassification 31/12/12 consolidation differences Goodwill. historic cost 128, , ,436. amortisation 16, ,607 Net 112, , ,829 ( '000) The changes in the financial year were as follows: - an increase of Euro million for the acquisition of Global Fairs in India; - an increase of Euro million following the acquisition of Interteks in Turkey; - an increase of Euro million following the acquisition of Cape Gourmet in South Africa; - a decrease of Euro million, Euro million for the adjustment to the earn out for the contribution by Deutsche Messe AG to Hannover Milano Global Fairs India Pvt Ltd of the exhibition business division in India, and Euro million for the goodwill deriving from the acquisition of the F&M Fiere & Mostre business division in the 2009 financial year following an adjustment to the earn out as the targets for the 2012 exhibitions were not achieved; - a decrease of Euro million for exchange rate differences. As described in the section on Valuation Criteria, goodwill is not depreciated but is subject to impairment tests at the end of the reporting period or more frequently if there are any indications of impairment. Furthermore, note should be made of the paragraph, Use of Estimates, concerning the methodology used in 2012 for the impairment tests. It should also be noted that goodwill is allocated to the relevant cash generating units or groups of cash generating units identified in each legal entity. To identify the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets (IAS 36), the different reportable segments of the Group were identified as specific cash generating units. In the reportable segment Exhibitions each exhibition constitutes a cash generating unit. However, the two reportable segments Stand-fitting Services and Congresses each make up one cash generating unit that encompasses all the assets of each segment. 119

122 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT In the reportable segment Media different cash generating units are identifiable that correspond to the various publications, while digital services is another cash-generating unit and all the activities relating to seminars and conventions are a single cash-generating unit (the events and training CGU). Lastly, in the reportable segment Overseas the situation varies according to whether the Group is active in a country with its own exhibitions (as in Brazil) or if it is active in a country through a joint venture and contracts for the use of its trademarks (as in China and India). In the first case, there are cash-generating units for each single exhibition and in the latter case the cash generating unit encompasses the activities within a single market. As regards the impairment tests, so as not to use arbitrary allocation criteria, goodwill was allocated on the basis of appropriate groupings that reflect the new strategic vision of the company, as well as how the goodwill was generated. The goodwill allocations are as follows: - the Directly organised exhibition cash-generating unit: this comprises the cash generating units of the exhibitions directly organised by Fiera Milano SpA. The goodwill allocated to this group was Euro million and refers to the companies that organise exhibitions that were acquired and subsequently merged into Fiera Milano SpA through various merger transactions. - the Exhibition cash-generating unit: this comprises the cash generating units of all the exhibitions of Fiera Milano SpA. The goodwill allocated to this group was Euro million of which Euro million was the goodwill coming from the contribution of the exhibition entity by Fondazione Fiera Milano to Fiera Milano SpA on 17 December 2001 and Euro million was goodwill from the acquisition by the Parent Company of the Information Communication Technology business division from its subsidiary Expopage SpA. - the Exhibition stand-fitting cash generating unit: the goodwill of Euro million from the acquisition of the standard stand-fitting business division by Nolostand SpA was allocated to this cash generating unit. - the Publishing and digital services group of cash generating units: this includes the cash generating units of publications and digital services. Euro million of goodwill was allocated to this group of which Euro million to Fiera Milano Editore SpA, later renamed Fiera Milano Media SpA, and Euro million of goodwill from the acquisition of Expopage, which was incorporated into Fiera Milano Media SpA. - the events and training cash generating unit: the goodwill of Euro million from the acquisition of Business International SpA was allocated to this cash-generating unit. - the congress cash generating unit: the goodwill allocated to this cash generating unit was Euro million and was from the acquisition of Fiera Milano Congressi SpA. - the Brazil group of cash generating units: this includes the cash generating units of the exhibitions organised by Cipa FM. The goodwill allocated to this group of cash generating units was Euro million and was from the acquisition of the Brazilian company Cipa FM. - the Hannover joint venture group of cash generating units: this includes the cash generating units of the Chinese and Indian businesses that are in joint venture with Deutsche Messe. The goodwill allocated to this group of cash generating units was Euro million and was from the joint venture agreement with Deutsche Messe AG, under which the Parent Company acquired 49% of Hannover Milano Global Germany GmbH. - the HMFI cash generating unit: this cash generating unit is for the Indian business of Hannover Milano Global Germany GmbH, which is jointly controlled by the joint venture 120

123 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments agreement with Deutsche Messe AG. The goodwill of Euro million allocated to this cash-generating unit is from the contribution of this business by Deutsche Messe AG to Hannover Milano Global Germany GmbH. - the GFML cash generating unit: this cash generating unit comprises Global Fairs & Media Ltd, the joint venture between Hannover Milano Fairs India Co. Ltd and The Indian Express Ltd. The goodwill of Euro million allocated to this cash-generating unit is from the contribution of the business unit for the exhibition Hospitality World Exhibition and the related publication by The Indian Express Ltd. Cash generating units were also recognised following the acquisition of the Turkish company, Interteks, on 3 August 2012, and that of the South African company, Cape Gourmet, on 31 August For these cash generating units the maximum time period (one year) has not yet elapsed within which an impairment test must be carried out; however, to be prudent, the same valuation impairment test was applied to these cash generating units and in both cases there was a positive result. The goodwill allocated to these units was respectively Euro million and Euro million. The realisable value of the cash generating units to which individual goodwill was attributed is verified by determining the value in use. The method used is that of discounted cash flow, based on the business plans of each Group company and approved by their respective Boards of Directors. In the case of the Directly Organised Exhibitions, Exhibitions and Stand-fitting Services cash generating units, the business plans were extended out to 2017 to eliminate the Expo 2015 effect in the calculation of the terminal value. In the case of the Publishing and Digital Services and the Events and Training cash generating units the cash inflows out to 2018 were taken into consideration in order to include the upgrading of the commercial offer of this unit to the change in the sector and the effects of the economic crisis on the publishing sector. The estimated cash flows beyond the time period of the business plans was normally calculated by taking the average gross operating margin of the last two years of the plan and estimating a normalised cash flow with no changes in working capital but including maintenance or replacement expenditure. For the Directly Organised Exhibitions and Exhibitions cash generating units the cash flows used to calculate the terminal value were lower than those of the business plan to reflect the uncertainty of the forecasts, which were not considered compatible with a prudent calculation of their value in use. It should be noted that the terminal value is calculated as a perpetuity obtained by capitalising the average net cash flows, as described above, at a discount rate that differs for the different reference countries of the cash-generating units and assuming a growth rate of 1.5% for the Italian cash-generating units and of 2% for the foreign cash generating units. The WACC (Weighted Average Cost of Capital) used for the Italian businesses was 8.28%. The following were used to calculate the WACC: a risk-free rate of 4.78%, a risk premium of 6.8%, and a pre-tax cost of debt of 4.5% with a weighting of debt/invested capital of 40%. A rate net of taxes was applied to cash flows net of tax. In calculating the risk premium of 6.8%, the following were taken into account: (i) a market risk premium of 6.0%, the four-yearly difference between the yield of the equity market and that of long-term Government bonds; (ii) a 1.14 levered beta which measures the specific risk of Fiera Milano Group relative to the average of the market and also takes into account the actual level of Group debt. For the Brazilian cash-generating units a WACC of 11.65% was used, for the India cash generating unit the WACC used was 10.39% while that for the cash generating unit of the business of 121

124 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Hannover Milano Global Germany was 7.57%, which is the average of the interest rates for India and China weighted for the business volumes generated in the two countries. Sensitivity analyses were carried out by varying the WACC (+0.5%) and the forecast operating cash flows (-10%) with positive results in both cases. For the Exhibitions cash generating unit the sensitivity analysis gave a recoverable amount lower than the book value (Euro million lower). However, the cash flows used to calculate the terminal value of this cash generating unit were extremely prudent and did not include part of the cash flows of the business plan as the uncertain outlook was not considered compatible with the calculation of the value in use. 4) Intangible assets with a finite useful life The breakdown and changes in the last two financial years were as follows: Intangible assets with a finite useful life Balance at Changes during the financial year 31/12/10 Incr. Decr. Depr. Impairment Change in area Currency translation of consolidation differences ( '000) Balance at Reclassification 31/12/11 Trademarks and publishing titles. historic cost 49, , ,520. amortisation 5, , ,739 Net 43, ,169-14, ,781 Concessions, licenses and similar rights. historic cost 2, ,638. amortisation 1, ,163 Net Development costs. historic cost 2, ,272. amortisation 2, ,272 Net Industrial patents and intellectual property rights. historic cost 27,161 2, ,744. amortisation 24, , ,100 Net 3,159 2, , ,644 Non-competition agreements. historic cost amortisation Net Contracts in progress and prepayments. historic cost Net Total intangible assets with a finite useful life. historic cost 81,342 2, , ,742. amortisation 33, , ,335 Net 47,567 2, ,912-15, ,

125 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Intangible assets with a finite useful life Balance at Changes during the financial year 31/12/11 Incr. Decr. Depr. Impairment Change in area Currency translation of consolidation differences ( '000) Balance at Reclassification 31/12/12 Trademarks and publishing titles. historic cost 62, ,402-1,984-69,199. amortisation 8, ,349 2, ,126 Net 53, ,349 2,455 8,402-1,865-55,073 Concessions, licenses and similar rights. historic cost 2, ,667. amortisiaton 2, ,476 Net Development costs. historic cost 2, ,948. amortisation 2, ,948 Net Industrial patents and intellectual property rights. historic cost 29,744 2, ,229. amortisation 26, , ,259 Net 3,644 2, , ,970 Non-competition agreements. historic cost amortisation Net Contracts in progress and prepayments. historic cost Net Total intangible assets with a finite useful life. historic cost 97,742 3, ,789-2, ,899. amortisation 39, ,841 2, ,884 Net 58,407 3, ,841 2,455 8,785-1,950-60,015 Trademarks and publishing titles This item totalled Euro million with the following breakdown: - exhibition trademarks: Good Food & Wine show Euro million; BIT: Euro million Exposec: Euro million; Transpotec & Logitec: Euro million; Fisp: Euro million; Host: Euro million; MilanoVendeModa: Euro million; Tubotech: Euro million; Beauty & Care: Euro million; Reatech: Euro million; Fluidtrans Compomac: Euro million; Bias: Euro million; Festivity: Euro million; Home & Garden: Euro million; Braseg: Euro million; Global Fairs & Media: Euro million; Miart: Euro million; BtoBio Expo: Euro million; 123

126 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Other: Euro million; - other trademarks and publications: the publications Ho.Re.Ca. : Euro million; the publications Real Estate : Euro million; Business International: Euro million; the publications Technology : Euro million; Cipa: Euro million; Security: Euro million; Incendio: Euro million. The trademarks are mainly for specific exhibitions directly organised by the Group. The publishing titles refer to specialist publications aimed at professional persons. Both the trademarks and the publishing titles came under the Group control through various business combinations transacted over time. As a result of estimates made of the useful life of the various exhibition trademarks and publishing titles, starting from the fourth quarter of 2008 these have been amortised rather than using the previous accounting criteria of an indefinite useful life. The most significant changes in the financial period under review were: - Euro million on the consolidation of Interteks (Euro million), Cape Gourmet (Euro million) and Global Fairs (Euro million); - Euro million for increases in the Parent Company for the concession of an exclusive right to use the Festivity trademark (Euro million) and for the acquisition of the BtoBio Expo trademark (Euro million). The exclusive right to use the Festivity trademark was given for five years from the 2013 edition of the exhibition until the 2017 edition when there is an option to purchase the trademark. Under IAS 17, this transaction has been classified as a finance lease since all the risk and benefits deriving from ownership have been transferred; however, under the principle of the prevalence of substance over form, the fair value of the trademark was recognised among assets with a corresponding amount in financial debt; it should be noted that the carrying amount of the asset is Euro million while the future payments under the lease total Euro million and the resulting implicit interest rate is 3%. The current value of the minimum future payment under the lease is Euro million for expiry after one year whilst that for expiry between one and five years is Euro million. There were no such rental payments on finance leases in the 2012 financial year; - Euro million for the write-down of the Transpotec & Logitec trademark following the impairment test carried out after there was an indication of impairment linked to the negative performance of the 2013 edition of the exhibition; the methodology used to calculate the value in use was the discounted cash flow method, taking the useful life of the period as eight editions of the exhibition. The valuation was based on explicit forecasts for the first four editions of the exhibition and on forecasts, using a growth rate of 2.5%, for the cash flows from the fifth to eighth editions of the exhibition. The weighted average cost of capital (WACC) used was 8.28%. Further details of the criteria used to calculate the WACC are given above in Note 3 on Statement of Financial Position. 124

127 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments - a Euro million decrease for the disposal of the Richmac trademark; - Euro million for amortisation; - a negative exchange rate effect of Euro million. Concessions, licences and similar rights At 31 December 2012, this item totalled Euro million net of amortisation for the year of Euro million. The increase of Euro million was for the acquisition of time-limited software licences by the Parent Company. Time-limited software licences are amortised over a period of three years. Development costs This item was zero. Industrial patents and intellectual property rights These were Euro million net of depreciation and amortisation for the year of Euro million. The Euro million increase refers mainly to capitalised costs for functional upgrades to the information management system, for the implementation of other digital projects, and the purchase by the Parent Company of software licences with no time limits on their use. Amortisation is calculated on a period ranging from three to ten years. The amortisation of the Group management system is calculated over a useful life of five years. Non compete agreements At 31 December 2012, this was Euro net of amortisation in the year of Euro million. It refers to Cipa FM and Interteks, which was consolidated during the period under review. Fixed assets under construction and pre-payments This item was zero. 5) Investments These were Euro million (Euro million at 31 December 2011) with the following breakdown: equity investment in Esperia SpA for Euro million; equity investment of 0.07% in the share capital of the Congress Center of Istanbul for Euro million. The decrease of Euro million reflects the reclassification of the 1% shareholding in the associate Sviluppo Sistema Fiera SpA under Assets held for sale. 125

128 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT 6) Trade and other receivables This item totalled Euro million (Euro million at 31 December 2011). Trade and other receivables ( '000) Balance at Changes during the financial year Balance at 31/12/11 Change in area of consolidation Increase Decrease 31/12/12 Cautionary deposits 13, ,384 Medium/long-term receivables Total 14, ,364 It mainly refers to: - guarantee deposits on property lease contracts for the two exhibition sites of Rho and Milan for Euro million (unchanged compared to 31 December 2011). The amount is equal to the quarterly payment for the two lease agreements; - Euro million for the guarantee deposit on the property lease contract for the Palazzo Italia in Berlin (unchanged compared to 31 December 2011). The amount is equivalent to the quarterly payment under the rental agreement; - other receivables of Euro million in the Parent Company; these were Euro million for the disposal of the Richmac trademark, which will be received in three biennial instalments between December 2015 and December 2019, and Euro million for the disposal of the Cartoomics trademark to be received in two annual instalments between February 2014 and February Euro million of accruals for pre-payments of services that relate to Cipa FM. Trade and other receivables included Euro million (Euro million at 31 December 2011) of related-party transactions. Further details on related-party transactions are given in Note 42. 7) Deferred tax assets These were Euro million (Euro million at 31 December 2011) and represent the difference between deferred tax assets and deferred tax liabilities recognised at the level of each individual company included in the consolidation. Further details of the changes in deferred taxes are given in Note 40 of the Income Statement. CURRENT ASSETS 8) Trade and other receivables Trade and other receivables ( '000) 31/12/12 31/12/11 Change Trade receivables 41,255 51,035-9,780 Receivables from the controlling shareholder 1,695 6,978-5,283 Receivables from associates Other receivables 7,618 3,597 4,021 Pre-payments from the controlling shareholder Pre-payments and accrued income 1, Total 52,017 62,593-10,

129 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments These were Euro million (Euro million at 31 December 2011). They included: - trade receivables from clients of Euro million (Euro million at 31 December 2011) for services related to providing exhibition space and services for exhibitions and congresses. - the sum for receivables was adjusted by the application of a provision for doubtful receivables in order to bring the nominal value in line with the presumed realisable value. The changes in this provision in the financial year under review are shown in the table below: 31/12/11 Provisions Change in area of consolidation Uses and other changes ( '000) 31/12/12 Provisions for doubtful receivables 9,418 1, ,311 10,026 The use of this provision was for receivables which were held to be irrecoverable in the financial year. The change in the area of consolidation refers to Interteks. - Receivables from controlling shareholder and associates were Euro million (Euro million at 31 December 2011) and include receivables from the controlling shareholder Fondazione Fiera Milano for Euro million and from associates for Euro million. The breakdown of receivables from the controlling shareholder Fondazione Fiera Milano was: - trade receivables of Euro million (Euro million at 31 December 2011); the change is mainly due to the absence of the income, classified as other income, to the anti-crisis initiatives taken to counteract the effects of the economic crisis on the exhibition sector; - receivables of Euro million for the previous tax consolidation (Euro million at 31 December 2011); - Group VAT receivables of Euro million (Euro million at 31 December 2011). - Other receivables were Euro million (Euro million at 31 December 2011); the breakdown was as follows: - receivables from employees of Euro million (Euro million at 31 December 2011); - receivables for IRAP tax of Euro million (Euro million at 31 December 2011); - VAT receivables of Euro million (Euro million at 31 December 2011); - pre-payments to suppliers of Euro million (Euro million at 31 December 2011); - receivables for tax pre-payments on severance indemnities of Euro million (Euro million at 31 December 2011); - INAIL prepayments and receivables for Euro million (Euro million at 31 December 2011); - other tax receivables for Euro million (Euro million at 31 December 2011) due to CIPA FM for Euro million; to the Parent Company for Euro million of IRAP receivables, Euro million of IRES receivables and other tax credits of Euro million; - other receivables of Euro million (Euro million at 31 December 2011) which included Parent Company receivables of Euro million for joint venture contracts and receivables for the disposal of the Richmac trademark of which Euro million will be paid in December 2013; Euro million was attributable to Cipa FM for a receivable from Cipa Publicações, and other receivables of Euro million. 127

130 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT - Pre-payments and accrued income of Euro million (Euro million at 31 December 2011) were for rents, insurance premiums and other expenses related to future financial years. The entry includes Euro million for related-party transactions (Euro million at 31 December 2011). Further details on related-party transactions are given in Note 42. 9) Inventories Inventories were Euro million (Euro million at 31 December 2011) and were as follows: Inventories ( '000) 31/12/12 31/12/11 Change Raw materials, subsidiary materials and consumables Work in progress Finished goods and merchandise Total inventories Total suspended costs 4,123 1,962 2,161 Total inventories 4,143 1,988 2,155 Suspended costs refer to exhibitions and congresses to be held after 31 December The breakdown of suspended costs by event was as follows. ( '000) Exhibition 31/12/12 31/12/11 Change Macef Primavera - Chibi&Cart 1, ,287 Tuttofood Transpotec & Logitec Miart Host Bit Food Hospitality World Brasil Exposec Tubotech Macef Brasil Fisp Domotex Fesqua Other Total 4,123 1,962 2,161 The change reflects the fact that the forecast costs for the 2013 edition of Macef Primavera Chibi&Cart were accounted in the period under review and there was also an impact from costs for exhibitions that, due to the different exhibition calendar, were not present in the preceding financial year. 10) Current financial assets These were zero (Euro million at 31 December 2011). The decrease mainly reflects the fact that the Parent Company current account held with Fondazione Fiera Milano showed an overdraft at 128

131 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments 31 December 2012 that was included in financial liabilities. This entry includes no related-party transactions (Euro million at 31 December 2011). 11) Cash and cash equivalents This item was Euro million (Euro million at 31 December 2011) and is almost entirely composed of short-term bank deposits with variable interest rates. The change in financial flows compared to those at 31 December 2011 is shown in the Consolidated Statement of Cash Flows. ( '000) Cash generated from operations Result including non-operating assets -1,936 5,149 Adjustments for: Depreciation and Amortisation 14,214 14,044 Provisions, write-downs and impairment 1, Capital gains and losses Net financial income/expenses 3,869 3,134 Net change in employee provisions 980-1,966 Changes in deferred taxes -3,749 3,408 Inventories -2, Trade and other receivables 11,442 2,649 Trade payables -3,280 5,557 Pre-payments -14,772 9,207 Tax payables 5,903 2,050 Provisions for risks and charges and other liabilities (excluding payables to Organisers) -5,361 5,909 Payables to Organisers -2,198 6,134 Total 4,023 55,423 12) Asset held for sale This entry was Euro million (zero at 31 December 2011) and was for the investment of Fiera Milano Congressi SpA in Sviluppo Sistema Fiera SpA; its sale to the controlling shareholder Fondazione Fiera Milano has already been approved. 129

132 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT EQUITY AND LIABILITIES EQUITY 13) Share capital and reserves Consolidated equity was as follows: Equity ( '000) 31/12/12 31/12/11 Change Share capital 41,593 41, of which treasury shares Share premium reserve 13,797 12,140 1,657 of which treasury shares -2,689-4,346 1,657 Legal reserve 7,865 7, Other reserves -1,960 2,038-3,998 Prior years profits/(losses) -3, ,703 Profit/(loss) for the period -2,024 4,927-6,951 Group equity 56,002 68,210-12,208 Capital and reserves attributable to non - controlling interests 3,780 2,234 1,546 Profit/(loss) attributable to non - controlling interests Equity attributable to non - controlling interests 3,868 2,456 1,412 Total 59,870 70,666-10,796 The breakdown and changes were as follows: Group equity Share capital At 31 December 2012, the fully paid-up share capital was Euro million (Euro million at 31 December 2011) net of Euro million of treasury shares held by the Group. The breakdown and changes in shares in circulation during the financial year were as follows: Number of shares Change Number of shares at 31 December 2011 Increase in capital Purchase Sale at 31 December 2012 Ordinary shares in issue 42,147, ,147,437 Treasury shares 899, , , ,775 Total shares outstanding 41,247,942 41,592,662 Under IAS/IFRS, the nominal value of treasury shares is carried directly to equity whilst the difference between the nominal value and the acquisition price of treasury shares is taken against the share premium reserve. On the sale of treasury shares, the value of equity and the share premium reserve are restored for the same amounts that they were reduced when the shares were acquired while any gains/losses are recognised in the other reserves of equity with no impact on profit or loss. 130

133 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Share premium reserve This was Euro million (Euro million at 31 December 2011) net of Euro million of treasury shares. Changes during the financial year under review were as follows: - a decrease of Euro million for the purchase of treasury shares; - an increase of Euro million from the sale of treasury shares. Legal reserve The legal reserve was Euro million (Euro million at 31 December 2011). The Euro million increase was due to the resolution of the Parent Company Shareholders Meeting of 27 April 2012 to move to the legal reserve part of the net profit for the year in accordance with Article 2430 of the Italian Civil Code. Other reserves These were negative for Euro million (Euro million at 31 December 2011). The changes in the period under review were as follows: - a decrease of Euro million for the valuation of the put option on the Cape Gourmet shares; - a decrease of Euro million for the translation reserve; - a decrease of Euro million for the sale of treasury shares. Retained earnings These were negative for Euro million (Euro million at 31 December 2011). The changes in the financial year were as follows: - Euro million increase for the net result of the preceding financial year; - Euro million for the acquisition of the remaining stake of 11.69% in TL.TI Expo SpA; - Euro million decrease for the dividend distribution; - Euro decrease for movements to the legal reserve. Net result for the period In the financial year to 31 December 2012, the Group had a negative net result of Euro million. It had a net profit of Euro million in the preceding financial year. Non-controlling interests Capital and reserves attributable to non-controlling interests At 31 December 2012, these were Euro million (Euro million at 31 December 2011). The changes in the financial year were as follows: - Euro million increase from the profit of the preceding year; - Euro million increase due to the acquisition of 75% of the share capital of Cape Gourmet by the Group; - Euro million increase due to the acquisition of 60% of the share capital of Interteks by the Group; 131

134 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT - Euro million decrease for the acquisition of the remaining stake of 11.69% of TL.TI Expo SpA; - Euro million decrease for translation differences. Net result attributable to non-controlling interests The net result attributable to non-controlling interests was Euro million (Euro million at 31 December 2011). LIABILITIES NON-CURRENT LIABILITIES 14) Bank borrowings Bank borrowings totalled Euro million (Euro million at 31 December 2011) and were as follows: Non-current bank borrowings Fiera Milano SpA Fiera Milano Congressi SpA Interteks ( '000) Total Non-current bank borrowings 26, ,226 of which maturing beyond five years Total 26, ,226 Non-current bank borrowings were: - Euro million for the non-current portion of a Euro million financing given by a leading bank to the Parent Company on 22 June 2011, to be repaid in quarterly tranches payable in arrears from 22 September 2011 until 22 June 2016 and with an interest rate of three-month Euribor plus a spread of 1.60%; - Euro million for the non-current portion of a Euro million financing given by a leading bank to the Parent Company on 21 December 2012, to be repaid in quarterly tranches payable in arrears from 21 March 2013 until 21 December 2017 and with an interest rate of three-month Euribor plus a spread of 4.00%; - Euro million for the non-current portion of a ten-year mortgage taken out by Fiera Milano Congressi SpA in 2005 for the restructuring of the congress centre MiCo Milano Congressi, at an interest rate which is the average of three-month Euribor plus a spread of 0.7%. In 2012 capital repayments of Euro million were made. The residual amount of Euro million for the mortgage taken out in 2001 was included in current liabilities. 15) Other financial liabilities Other financial liabilities totalled Euro million (zero at 31 December 2011) and were the noncurrent part of the finance lease for the concession of the right to use the Festivity trademark. 132

135 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments 16) Provisions for risks and charges These were Euro million (Euro million at 31 December 2011) and were as follows: Provisions for risks and charges 31/12/11 Provisions Uses Reclassified as s-term provisions ( '000) 31/12/12 Provisions for charges for Palazzo Italia project Provision for tax consolidation Other provisions for risks and charges 1, ,326 Total 1, ,023 The breakdown of the provision for risks and charges was as follows: - Euro million (zero at 31 December 2011) for the non-current part of the provision for the Palazzo Italia project in Berlin. - Euro million (Euro million at 31 December 2011) for the provision set up for any eventual repayment to the controlling shareholder, Fondazione Fiera Milano, of the money paid by the latter as part of the tax consolidation that ceased in the financial year to 31 December The amount was paid by Fondazione Fiera Milano for the benefit Fiera Milano SpA would have received had it taken advantage of the tax consolidation; - Euro million (Euro million at 31 December 2011) for risks and charges related to disputes with suppliers and other disputes; the amount was calculated as the probable recoverable amount using internal valuations and those of external legal experts. 17) Employee benefit provisions These were Euro million (Euro million at 31 December 2011) and was for employee severance indemnities accrued up to 31 December 2006 calculated using the actuarial method; the changes during the financial year were as follows: Employee benefit provisions ( '000) Severance Indemnities and indemnities advances paid 31/12/11 accrued 31/12/12 Defined benefit plans 7,727 1, ,707 Total 7,727 1, ,707 Accrued severance indemnities ( '000) Personnel expenses: - indemnities related to defined benefit plans 522 Financial expenses: - actualisation charges 1,021 Total 1,543 The Group uses a duly certified professional to determine the actuarial amounts. The main assumptions used in the actuarial calculations were as follows: 133

136 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT - the statistical analyses took account of the average remuneration by age and by length of service of the employees at 31 December 2012; - the actuarial valuation was based on a closed group of employees and, therefore, did not take into account new employees hired during the period under consideration; - simulations were made using the projected unit credit method for accrued benefits; - the demographic assumptions used ISTAT [Italian Statistics Institute] indices and INPS [Social Security Institute] models for forecasts to 2010; - the forward-looking economic and financial assumptions used are shown in the following table: 31/12/12 31/12/11 Technical discount rate 2.80% 4.60% Annual inflation rate 2.00% 2.00% Annual rate of total increase in salaries 3.00% 3.00% Annual rate of increase in severance indemnity provisions 3.00% 3.00% The discount rate was calculated with reference to the Eurozone Iboxx Corporate AA index for a period equal to or greater than ten years. 18) Deferred tax liabilities Deferred tax liabilities ( '000) 31/12/12 31/12/11 Change Deferred tax liabilities 12,581 14,347-1,766 These were Euro million (Euro million at 31 December 2011) and were the balance of deferred tax assets and deferred tax liabilities recognised at the level of each individual company included in the consolidation. They included: - deferred tax provision for IRES of Euro million; - deferred tax provision for IRAP of Euro million; - other deferred tax provisions for Euro million: Euro million for Cipa FM, Euro million for Cape Gourmet, and Euro million for Interteks. An analysis of the changes in deferred tax liabilities is given in Note 40 to the Income Statement. 19) Other non-current liabilities These totalled Euro million (Euro million at 31 December 2011). Changes during the financial year were as follows: 134

137 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Other non-current liabilities ( '000) 31/12/12 31/12/11 Change Put opiton valuation on shares quote from the acquisiton of Cape Gourmet 1,146-1,146 Completion price for investments made by Eurofairs as part of the acquisition of Cipa FM 645 3,500-2,855 Earn-outs for acquisitions made by Fiera Milano SpA Non-current portion of payables for non-compete agreement in acquisition of Cipa FM Non-current portion of pre-payments invoiced for future exhibitions Other non-current liabilities Total 3,163 4, The final acquisition considerations were determined at the acquisition date and their net present values calculated using the weighted average cost of capital of each company. The difference compared to the valuation at the acquisition date arising from the financial effect of calculating the net present value was charged to profit or loss under financial expenses and similar. The item included Euro million for related-party transactions (Euro million at 31 December 2011). Further details on related-party transactions are given in Note 42. CURRENT LIABILITIES 20) Bank borrowings The breakdown of bank borrowings and changes in the financial year were as follows: Bank borrowings ( '000) 31/12/12 31/12/11 Change Bank overdrafts 791 8,838-8,047 Prepayments on invoices S-term financing and current portion of L-term debt 70,191 50,453 19,738 Total 70,982 60,212 10,770 The entry, short-term financing and current portion of long-term debt, includes Euro million of current financing taken out by the Parent Company to cover cash management requirements and the current part of the bank financing described in Note 14 above. The increase reflects the dividend distribution and the considerations paid to acquire companies. ( '000) Current bank borrowings Fiera Milano Fiera Milano Congressi Fiera Milano Media Interteks Nolostand Total Bank overdrafts Prepayments on invoices S-term financing and current portion of L-term debt 69, ,191 Total 70, ,982 Bank borrowings are subject to variable rate interest. 135

138 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT 21) Trade payables These were Euro million (Euro million at 31 December 2011). This entry includes no related-party transactions (Euro million at 31 December 2011). 22) Pre-payments Pre-payments totalled Euro million (Euro million at 31 December 2011). They were mainly pre-payments invoiced to clients for exhibitions to be held after the end of the financial year. Recognition as revenue is delayed until the exhibition is held. The change in pre-payments was due to the fact that some exhibitions and, in particular, Mostra Convegno Expocomfort and Ipack-Ima, are held on a biennial and multi-annual basis. The table below gives a breakdown by exhibition. Pre-payments ( '000) 31/12/12 31/12/11 Change Macef Primavera - Chibi&Cart 14,482 17,750-3,268 Host 3,311-3,311 Salone Internazionale del Mobile 1,864 2, Tuttofood 1,135-1,135 Milano unica Primavera 1,038 1, Mido 1,007 1, Micam Primavera Exposec 882 1, Bit Tubotech Mostra Convegno Expocomfort 597 8,842-8,245 Mifur Made in steel Euroluce Domotex Asia Promotion Trade Exhibition CeBit Fisp 240 1, Forum Consumi Fuori Casa Esposizione Internazionale Canina Enersolar Brasil Milano Prêt à Porter Converflex Reatech Fesqua Ipack-Ima - 4,239-4,239 Plast - 1,267-1,267 Festivity Eurocucina Bimu Fluidtrans Compomac Xylexpo Eudishow Mipel Primavera Venditalia Cartexpo Other 3,324 2, Total 33,343 47,507-14,164 The entry includes Euro million (zero at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note

139 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments 23) Other current financial liabilities Other current financial liabilities ( '000) 31/12/12 31/12/11 Change Financial payables to Controlling shareholder Finance leases Total These were Euro million (zero at 31 December 2011). The entry is entirely due to the Parent Company and includes Euro million for the overdraft in the current account held with Fondazione Fiera Milano and Euro million for the current portion of the financing of the lease contract given for the right to use the Festivity trademark. The Euro million is a related-party transaction (zero at 31 December 2011). Further details on related-party transactions are given in Note ) Current provisions for risks and charges Current provisions for risks and charges 31/12/11 Provisions Uses Reclassified as M/L-term provisions ( '000) 31/12/12 Provision for charges for Palazzo Italia project 3, , ,856 Other provisions risks and charges 3,481 1,275 3, ,690 Total 6,981 1,875 4, ,546 These were Euro million (Euro million at 31 December 2011). The breakdown was as follows: - Euro for the current portion of the fund for the Palazzo Italia project in Berlin; - Euro million to provide for loss-making exhibitions in 2013 and mainly for Transpotec & Logitec; - Euro million for other risks related to disputes with employees; - Euro million for disputes with suppliers and others. Euro million of the fund for the Palazzo Italia project in Berlin, which in the previous financial year was Euro million, was used in the 2012 financial year and a provision of Euro million was made following the updating of the cash flow forecasts deriving from the expected use of the building. 137

140 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT 25) Current tax liabilities Current tax liabilities ( '000) 31/12/12 31/12/11 Change Income tax payable for permanent employees 1,468 1, Income tax payable for occasional employees and long-term contractors Income tax payable on profits for the year - 1,775-1,775 VAT payable Other tax liabilities 2, ,396 Total 4,296 3, These were Euro million (Euro million at 31 December 2011). Other tax payables of Euro million were mainly due to foreign companies, in particular, Euro million for Cipa FM and Euro million for Hannover Milano Global Germany GmbH. 26) Other current liabilities These were Euro million (Euro million at 31 December 2011) and the breakdown was as follows: Other current liabilities ( '000) 31/12/12 31/12/11 Change Earn-out for acquisition of Cipa FM Ltd by Eurofairs Ltda 2,811 2, Earn out for acquisition of Cape Gourmet by Fiera Milano SpA Earn out for acquisition Fiere & Mostre company division by Fiera Milano SpA Earn-out for acquisition of Hannover Milano Global Germany GmbH by Fiera Milano SpA Payables to exhibition organisers 5,735 7,933-2,198 Payables to employees 5,671 7,538-1,867 Payables to pension and social security entities 2,461 2, Group VAT payables - 1,969-1,969 Trade payables to Fondazione Fiera Milano 1,148 1, Payables to Fondazione Fiera Milano for tax consolidation Payables to directors and statutory auditors Other payables to related parties Other payables 899 1, Accrued liabilities Accrued liabilities to the controlling Shareholders Deferred income Total 20,216 27,147-6,931 The main changes were: - higher payables of Euro million for the current portion of the earn outs for the acquisitions of the foreign companies, Cipa FM and Cape Gourmet; - lower payables of Euro million due to the cash received on behalf of the organisers of exhibitions; - lower payables to employees of Euro million due to lower provisions linked to variable remuneration paid on the achievement of targets; - lower Group VAT payable of Euro million. 138

141 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments This entry also included Euro million for related-party transactions (Euro million at 31 December 2011). Further details on related-party transactions are given in Note 42. FINANCIAL ASSETS AND LIABILITIES At 31 December 2012 the Group had net debt of Euro million compared to Euro million at 31 December 2011 as shown in the following table: Group Net Financial Position (Amounts in '000) 31/12/12 31/12/11 Change A. Cash (including bank balances) 19,400 19, B. Other cash equivalents C. Securities held for trading D. Cash and cash equivalents (A+B+C) 19,400 19, E. Current financial assets - 3,451-3,451 F. Current bank borrowings 62,842 54,817 8,025 G. Current portion of non-current debt 8,140 5,395 2,745 H. Other current financial liabilities H.1 of which Other current financial liabilities to the controlling Shareholders I. Current financial debt (F+G+H) 71,302 60,212 11,090 J. Current net financial debt (cash) (I-E-D) 51,902 36,896 15,006 K. Non-current bank borrowings 27,226 15,324 11,902 L. Debt securities in issue M. Other non-current liabilities N. Non-current financial debt (K+L+M) 27,771 15,324 12,447 Net financial debt (cash) from continuing operations (J+N) 79,673 52,220 27,453 Net financial debt (cash) from discontinued operations O. Net financial debt (cash) 79,673 52,220 27,453 The increase in net debt was primarily due to cash outflows for investments made in the period under review and, in particular, for those of Interteks, Cape Gourmet and Global Fairs & Media Private Ltd, to the dividend distributed to shareholders, to the payment of earn outs relating to the acquisitions of CIPA FM and Hannover Milano Global Germany GmbH, and also to the negative trend in cash flow from operations. The agreement for a five-year financing for Euro million to cover the investments of the Parent Company enabled more current bank borrowings to be transferred to non-current bank borrowings. Additional information on the financial instruments of the Group is given below to enable a better assessment of: a) the importance of financial instruments for the statement of financial position and income statement; b) the significance and type of risks deriving from the financial instruments to which the Group was exposed during the financial year under review and the previous one and the relevant management procedures. 139

142 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Classes of financial instruments The items in the Statement of Financial Position and the types of risk related to financial instruments at 31 December 2011 and 31 December 2012 are shown in the following table. NON-CURRENT ASSETS Risk class Liquidity Interest rate Credit FY FY risk risk risk ( '000) Notes 31/12/ /12/2011 1) Trade and other receivables 6 14,364 14,122 X CURRENT ASSETS 2) Trade and other receivables 8 52,017 62,593 X 3) Current financial assets 10-3,451 X 4) Cash and cash equivalents 11 19,400 19,865 X NON-CURRENT LIABILITIES 5) Bank borrowings 14 27,226 15,324 X 6) Other financial liabilities X X 7) Other liabilities 19 3,163 4,102 X CURRENT LIABILITIES 8) Bank borrowings 20 70,982 60,212 X 9) Trade payables 21 41,493 44,508 X 10) Other financial liabilities X X 11) Other liabilities 26 20,216 27,147 X Significance of financial instruments The financial instruments and their relative significance, as regards the Statement of Financial Position and Income Statement at 31 December 2011 and 31 December 2012, are shown in the following tables: 140

143 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Financial assets and liabilities shown in the Assets at Loans Investments held Liabilities at Fair value Effect on accounts FY fair value (a) and receivables to maturity amortised Income through profit & cost Statement ( '000) Notes 31/12/2011 loss NON-CURRENT ASSETS 1) Trade and other receivables 6 14,122-14, , CURRENT ASSETS 2) Trade and other receivables 8 62,593-62, ,593-3,026 3) Current financial assets 10 3,451-3, , ) Cash & cash equivalents 11 19,865-19, , NON-CURRENT LIABILITIES 5) Bank borrowings 14 15, ,324 15, ) Other liabilities 19 4, ,102 - CURRENT LIABILITIES 7) Bank borrowings 20 60, ,212 60,212-2,133 8) Trade payables 21 44, ,508 44, ) Other liabilities 26 27, ,147 27,147 - (a) Fair value designated as such at initial valuation Financial assets and liabilities shown in the Assets at Loans Investments held Liabilities at Fair value Effect on accounts FY fair value (a) and receivables to maturity amortised Income through profit & cost Statement 31/12/2012 ( '000) Notes loss NON-CURRENT ASSETS 1) Trade and other receivables 6 14,364-14, , CURRENT ASSETS 2) Trade and other receivables 8 52,017-52, ,017-1,623 3) Current financial assets ) Cash and cash equivalents 11 19,400-19, , NON-CURRENT LIABILITIES 5) Bank borrowings 14 27, ,226 27, ) Other financial liabilities ) Other liabilities 19 3, ,163 5 CURRENT LIABILITIES 8) Bank borrowings 20 70, ,982 70,982-2,140 9) Trade payables 21 41, ,493 41, ) Other financial liabilities ) Other liabilities 26 20, ,216 20,216 - (a) Fair value designated as such at initial valuation As shown in the above tables, the carrying value of financial assets and liabilities is a reasonable approximation of their fair value; most of the financial instruments are current investments and borrowings and where non-current instruments have been used these have not been subject to significant contingent charges. Financial risk management Fiera Milano Group has a favourable cash management cycle due to the financial nature of the companies that organise exhibitions and congresses. The organisers of exhibitions and congresses request a pre-payment from their clients as confirmation of their participation at an event and the 141

144 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT balance is usually received before the event is held or at its conclusion. Suppliers of goods and services are paid under the payment terms generally used. This generates negative working capital for the organisers, which gives a cash surplus. Fiera Milano SpA, the Parent Company, which in turn rents the exhibition space to the organisers, carries out administrative and cash management services for the organisers, receiving on behalf of the latter everything that the exhibitors pay the organiser. After receiving the cash, Fiera Milano SpA, depending on the contractual agreements, retrocedes to the organiser what is its due and keeps the payment for the space rented out in the exhibition venues and for the services provided. This allows also Fiera Milano SpA to receive its payments in advance, as it does the organisers. Therefore, within Fiera Milano Group, those companies that benefit from this favourable cash management cycle are the companies that organise exhibitions and the Parent Company. The situation is different for the companies in the Stand-fitting Services segment where the cash management cycle is typical of that of a company that manufactures and supplies goods and services. They generate working capital requirements which are met by recourse to bank borrowings. The situation of the Group with regard to different types of risk is as follows: Credit risk The credit risk pertaining to the cash management cycle of a significant part of the Group is considered to be negligible. Fiera Milano Group hosts and organises exhibitions that are leaders in their sector and, therefore, the loyalty of exhibitors is high. For the Parent Company, Fiera Milano SpA, the current system means that all receipts from exhibitors flow into the Fiera Milano SpA accounts and it is Fiera Milano SpA that retrocedes to its clients/organisers the amounts due them. As regards the companies operating in the Stand-fitting Services and Media segments, part of the services supplied to exhibition organisers is invoiced and received on behalf of the individual Group companies by Fiera Milano SpA. In all cases the companies of the Stand-fitting Services and Media segments carry out the normal solvency checks on potential clients and any amount due is constantly monitored by the relevant departments in order to implement any recovery action deemed necessary. Three different categories of credit risk have been indentified: organisers, exhibitors and other receivables. The first category is the exhibition organisers; the receivables included in this category are considered to represent the lowest risk as the Parent Company, Fiera Milano SpA, manages the cash flows of all the exhibitions at the two sites. The provisions for doubtful receivables are minimal in comparison to the amounts received and have mainly been made because the current credit environment appears to indicate that their recovery will not be easy. The second risk category is the exhibitors; the receivables from this category are considered medium risk as exhibitors normally have to make payment before the end of the exhibition. The third risk category is other receivables, which mainly comprises exhibition-related activities (stand-fitting, congresses, promotions, internet services) and activities that are not exhibitionrelated (sponsorship, advertising, etc.). These receivables are payable under normal payment conditions. The categories of credit risk at 31 December 2011 and at 31 December 2012 and the breakdown of overdue payments are shown in the following tables: 142

145 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments ( '000) Balance at 31/12/2011 Breakdown of late payments (days) Class Receivables Due Overdue days More Provisions ORGANISERS 5,144 1,509 4,787 2, ,682 1,152 EXHIBITORS 21,436 16,005 7,645 3, ,396 2,214 OTHER 24,455 10,090 20,417 10,929 1, ,460 6,052 Total 51,035 27,604 32,849 16,885 2,047 1,379 12,538 9,418 ( '000) Balance at 31/12/2012 Breakdown of late payments (days) Class Receivables Due Overdue More Provisions ORGANISERS 4,427 2,102 4, ,980 1,678 EXHIBITORS 17,778 13,582 6,498 1, ,521 2,302 OTHER 19,050 7,523 17,573 9, ,927 6,046 Total 41,255 23,207 28,074 12,156 1,372 1,118 13,428 10,026 Provisions for doubtful receivables are based on presumed recoverability, using both internal assessments and those of external legal consultants. Changes in this provision broken down by credit risk category are shown in the following table: ( '000) Class Balance at 31/12/2010 Balance at 31/12/2011 Allowances Provisions Uses Allowances ORGANISERS - 1,152-1,152 EXHIBITORS 3, ,214 OTHER 4,535 1, ,052 Total 7,542 3,210 1,334 9,418 ( '000) Class Balance at 31/12/2011 Balance at 31/12/2012 Allowances Provisions Uses Allowances ORGANISERS 1, ,678 EXHIBITORS 2, ,302 OTHER 6, ,046 Total 9,418 1,919 1,311 10,026 In the past, the Group has used bank guarantees as a further means of reducing credit risk. Liquidity risk The Group is not particularly exposed to liquidity risk as it has adequate credit lines of various types in place. The aim of risk management at Fiera Milano SpA is to guarantee an adequate level of liquidity, minimising the opportunity cost and maintaining a balance in terms of the duration and composition of debt. During the financial period under review, the Parent Company signed a new five-year financing to cover its investments; this enabled part of current bank borrowings to be transferred to non-current bank borrowings. 143

146 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The tables below give the breakdown of financial liabilities and their duration and the outstanding interest payable to maturity at 31 December 2011 and 31 December Financial liabilities ( '000) Balance at 31/12/ mths 6 mths 12 mths 18 mths 24 mths 3 years 5 years >5 years Current bank borrowings 60,212 55,933 1,580 2, Current interest payable Non-current bank borrowings 15, ,213 2,216 4,441 6,454 - Non-current interest payable Trade payables 44,508 44, Other financial liabilities Total 120, ,786 1,718 2,940 2,414 2,388 4,696 6,616 - Financial liabilities ( '000) Balance at 31/12/ mths 6 mths 12 mths 18 mths 24 mths 3 years 5 years >5 years Current bank borrowings 70,982 64,889 2,020 4, Current interest payable Other current financial liabilities Current interest payable Non-current bank borrowings 27, ,119 4,156 8,447 10,504 - Non-current interest payable Trade payables 41,493 41, Other non current financial liabilities Non-current interest payable Total 140, ,289 2,368 4,652 4,643 4,626 9,224 11,232 - Market risk The Group reserves the right to use appropriate cover instruments if the market risks would become relevant. a) Interest rate risk The financial strength of the Group means that it has access to credit lines at competitive rates and is able to manage interest rate fluctuations. Moreover, the Group constantly monitors market conditions so as to intervene promptly should conditions change. As regards the breakdown of current and non-current bank borrowings, reference should be made to Notes 14 and 20 of the present Explanatory and Supplementary Notes to the Financial Statements. The tables below gives interest rate sensitivity analyses that show the effect on financial income and expenses of a +0.5% and a -0.5% change in interest rates. ( '000) Total at 31/12/11 Balance * (debt) Income (expense) Rate +0.5% -0.5% Current accounts 19,746 19, % Short-term advances , % Short-term financial liabilities -45,057-75,603-1, % -2,328-1,572 Correspondence account 3,256 3, % Current and non-current bank borrowings -29,558-19, % *average for the financial year 144

147 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments ( '000) Total at 31/12/12 Balance * (debt) Income (expense) Rate +0.5% -0.5% Current accounts 19,358 18, % Short-term advances % Short-term financial liabilities -62,051-80,091-1, % -2,323-1,522 Correspondence account , % Current and non-current bank borrowings -36,861-24, % *average for the financial year b) Exchange rate risk This was in line with the previous financial year and remains relatively insignificant, even though the Group increased its exposure to international business in 2012, and was because the Group took out no financing in foreign currencies. Furthermore, as regards the foreign activities of the Group, the exchange rate risk is relatively limited as costs and revenues are both in the exchange rate of the country of operations and are mainly due to infragroup transactions for payments for cost sharing agreements, which give rise to exchange rate risks in the company that uses a different exchange rate from that of the infragroup transaction. c) Risk of changes in raw material prices The Group has limited exposure to the risk of changes in raw material prices. The Group normally has more than one supplier for any material considered critical and in some cases has long-term contracts that ensure lower price volatility. Disclosure on guarantees given, undertakings and other potential liabilities Guarantees given These totalled Euro million and were as follows: Euro million for guarantees given by the Parent Company to the Tax Authority for payments made as part of the Group VAT consolidation; Euro million for guarantees given by Nolostand SpA to the Tax Authority for VAT payables being settled by the Group; Euro million for the guarantee given by Fiera Milano Congressi SpA for the lease of the business division from Villa Erba SpA; Euro million for guarantees on lease contracts; Euro million for other guarantees. Potential liabilities Following a partial tax investigation for the tax year to 31 December 2006, as part of the Tax Authority investigations in 2009 of large tax contributors, which was reported in the 2010 and 2011 financial statements, the Parent Company was notified on 18 and 20 October 2011 of some administrative tax violations. The Parent Company has already made known to the relevant bodies that it considers these to be without legal basis and erroneous in fact and has made these observations in the hearing with the Tax Authority following the request for a tax settlement proposal presented in December 2011 (the maximum amount payable was Euro million). 145

148 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The tax settlement proposal was agreed and finalised in March 2012 and the dispute was resolved: the Tax Authority substantially abandoned the main charges of irregularities and the notice of assessment was settled with the payment by the Parent Company of a sum of Euro million thereby avoiding any tax litigation. 146

149 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments INCOME STATEMENT REVENUES 27) Revenues from sales and services Revenues from sales and services were Euro million (Euro million at 31 December 2011). The breakdown of revenues was as follows: Revenues from sales and services ( '000) Change Sales of exhibition space 82,600 66,414 16,186 Exhibitor fees 63,964 89,708-25,744 Rental of stands, fittings and equipment 41,487 42,683-1,196 Catering and canteen services 22,292 22, Advertising space and services 16,900 17, Revenues from exhibition and congress organisation services 11,343 13,229-1,886 Exhibition site services 7,544 6,260 1,284 Supplementary exhibition services 5,127 5, Access surveillance and customer care services 2,808 1, Exhibition insurance services 2,588 2, Miscellaneous fees and royalties 1,979 2, Administrative, telephone and internet services 1,703 1, Congress organisation 1,395 1, Ticket office sales 925 1, Multimedia and on-line catalogue services 753 2,155-1,402 Total 263, ,000-14,592 The decrease in revenues was mainly attributable to the slowdown in the domestic market, which had a widespread effect on the exhibitions, albeit to differing degrees; there was a decline in Macef Autunno and in Bit among the directly organised exhibitions and in Made Expo and Eicma Moto among exhibitions that are hosted. Conversely, there was a positive performance from exhibitions in the fashion sector. The contribution from exhibitions held abroad was highly significant due to the exhibitions in Brazil (which included the annual exhibitions Exposec, Reatech and Enersolar and the biennial exhibitions Fesqua and Fisp) and the exhibitions of the newly acquired companies, Interteks and Cape Gourmet. There was also an effect from the different exhibition calendar. In 2012, the biennial exhibitions held in even-numbered years were Mostra Convegno Expocomfort and Xylexpo and there were also the triennial exhibitions Ipack-Ima and Plast; these had an impact on revenues that was in line with the directly organised biennial exhibitions held in uneven-numbered years, which, in 2011, were Host and Tuttofood. The increase in payments for the sales of exhibition areas reflected the biennial exhibitions hosted in even-numbered years and the triennial exhibitions while the decline in the item, exhibitor fees, reflected the absence of the directly organised biennial exhibitions held in uneven-numbered years. The latter was, in part, compensated by the exhibitions held abroad. It should also be noted that there were no revenues from the Villa Erba congress centre as the lease contract for this business division was not renewed after 31 December There was also a decrease in revenues from the publishing sector due to the decline in the advertising market. 147

150 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The item includes Euro million (Euro million at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note 42. OPERATING COSTS 28) Costs of materials These were Euro million (Euro million at 31 December 2011). The breakdown was as follows: Cost of materials ( '000) Change Subsidiary materials and consumables 1,284 1, Printed materials, forms and stationery Raw materials Finished goods and packaging Change in inventories of finished and semi-finished products Total 2,352 2, ) Costs for services These totalled Euro million (Euro million at 31 December 2011). The breakdown was as follows: Cost of services ( '000) Change Stands and equipment for exhibitions 18,713 18, Equipment hire 18,652 20,004-1,352 Catering services 17,256 19,319-2,063 Energy costs 10,181 8,469 1,712 Technical, legal, commercial and adminstrative services 9,219 11,392-2,173 Advertising 8,649 9,894-1,245 Maintenance 7,863 8, Security and gate services 6,206 6, Cleaning and waste disposal 5,279 5, Insurance 3,374 3, Technical assistance and ancillary services 2,156 2, Ticketing 2,119 1, Telephone and internet expenses 1,833 2, IT services 1,750 1, Transport 1,512 1, Conference and congress services 1, Collateral events connected to exhibitions Remuneration of Statutory Auditors Expenses for statutory bodies Change in suspended costs for future exhibitions - 2, ,350 Other 15,047 15, Total 129, ,594-9,

151 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments The entry for costs for services was mainly composed of costs for managing the exhibition sites during the setting up, running and dismantling of exhibitions and congresses. The decrease in costs mainly reflects the performance of revenues due to the different exhibition calendar. The main difference was in the item, change in suspended costs for future exhibitions, due to the different performance of the exhibitions compared to the preceding financial year. The increase in energy costs was due to the increase in energy tariffs in the financial period under review. The entry includes Euro million (Euro million at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note ) Cost of use of third-party assets These totalled Euro million (Euro million at 31 December 2011) and the breakdown was as follows: Cost of use of 3rd-party assets ( '000) Change Rent and expenses for exhibition sites 57,003 54,305 2,698 Other rental expenses 4,025 3, Vehicle hire Office equipment and photocopy hire Lease of company division Operating lease expenses and other lease expenses Total 61,837 59,904 1,933 The item, rent and expenses for exhibition sites, included the rent of Euro million payable to the controlling shareholder Fondazione Fiera Milano, whilst other rental expenses included Euro million for the rental agreement for the Palazzo Italia in Berlin. The change was mainly due to the increase in the rent payable by the Parent Company for the exhibition site at Rho following the rent review based on ISTAT (Istituto Nazionale di Statistica) figures and for the rent for the new MiCo - Milano Congressi congress centre. The entry includes Euro million (Euro million at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note ) Personnel expenses These totalled Euro million (Euro million at 31 December 2011) and the breakdown was as follows: 149

152 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Personnel expenses ( '000) Change Salaries 31,467 33,267-1,800 Social Security payments 9,637 10,661-1,024 Early retirement incentives 1,738 2, Directors' remuneration 1,837 2, External and temporary employees 1,540 1, Defined contribution plan charges 1,474 1, Defined benefit plan charges Other expenses Total 49,121 53,295-4,174 Salaries and remuneration and the national contributions linked to them decreased due to lower expenses for the variable part of remuneration; this was partly offset by increased costs for the ending of the Exceptional Temporary Lay-Off Scheme in the first part of the financial period under review. The breakdown of the average number of employees (including those on short-term contracts) was as follows: Breakdown of personnel by category Change Managers Middle managers and white collar workers Blue collar workers of wnich proportionally consolidated companies: Managers Middle managers and white collar workers Total personnel ) Other operating expenses These were Euro million (Euro million at 31 December 2011) and the breakdown was as follows: Other operating expenses ( '000) Change Local taxes 2,029 2, Bad debts 1,299 1, Contributions and donations 1, Balancing item from closure of prior year exhibition accounts Taxes other than income tax and taxes Copyright royalties (SIAE) Municipal tax on advertising Gifts and promotional merchandise Other expenses 709 1, Total 6,986 6,

153 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments The entry includes Euro million (Euro million at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note ) Other income This was Euro million (Euro million at 31 December 2011) and the breakdown was as follows: Other income ( '000) Change Other recovered costs 1,376 1, Changes in estimates of previous financial years Office rent and expenses Recovery of expenses for seconded employees Capital gains on non-current assets Insurance indemnities Share of contributions to anticrisis intiatives - 10,342-10,342 Other income Total 4,025 13,702-9,677 The decrease was primarily due to the absence of the non-recurring income from Fondazione Fiera Milano to the anticrisis initiatives implemented by Fiera Milano Group, which in the preceding year, was Euro million. The entry includes Euro million (Euro million at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note ) Depreciation of property, plant and equipment This was Euro million (Euro million at 31 December 2011). Details of depreciation are given in the Explanatory Notes to the Accounts under the entry property, plant and machinery. This item includes no depreciation of leased property, plant and equipment (Euro million at 31 December 2011). 35) Amortisation of intangible assets This was Euro million (Euro million at 31 December 2011). Details of amortisation are given in the Explanatory Notes to the Accounts under the entry intangible assets with a finite useful life. 36) Adjustments to value of assets These were Euro million (Euro million at 31 December 2011). The breakdown is given in the following table: 151

154 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Adjustments values of assets ( '000) Change Impairment of exhibition trademarks and publications 2, ,305 Impairment of goodwill Write-downs of "Property, Plant and Equipment" Total 2, ,370 A comment on the details of adjustments to the value of assets may be found in the paragraphs on tangible and intangible assets in the Explanatory Notes to the Accounts. 37) Provision for doubtful receivables and other provisions These were negative for Euro million (Euro million at 31 December 2011). Changes in this entry are shown in the following table: Allowance for doubtful accounts and other provisions ( '000) Change Write-downs of receivables 324 1,876-1,552 provisions 1,615 3,210-1,595 reversal of unutilised provisions -1,291-1, Palazzo Italia project -1, ,168 provisions 600 1, reversal of unutilised provisions -1,833-1, Personnel disputes provisions reversal of unutilised provisions Provisions for personnel reorganisation -1, ,542 provisions - 3,163-3,163 reversal of unutilised provisions -1,625-3,246 1,621 Loss on future exhibitions provisions reversal of unutilised provisions Provisons for other legal disputes 1, ,106 provisions 2, ,719 reversal of unutilised provisions -1,244-1, Total ,184-2,111 Provisions for other legal disputes includes Euro million for the risk that the financial receivables of Cipa FM due from Bank BVA will not be repaid since the latter is currently in receivership. Further details on changes in provisions for risks and charges are given in Notes 16 and 24 to the Statement of Financial Position. 38) Financial income and similar These totalled Euro million (Euro million at 31 December 2011) and the breakdown was as follows: 152

155 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Financial income and similar ( '000) Change Interest income from cautionary deposits Interest income on bank deposits Exchange rate gains Gains on discounting defined benefit plans Interest income on the correspondence account with the controlling Shareholder Other financial income Total 1,096 1, This entry included Euro million (Euro million at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note ) Financial expenses and similar These totalled Euro million (Euro million at 31 December 2011) and the breakdown was as follows: Financial expenses and similar ( '000) Change Interest payable on bank accounts 2,602 2, Charges on discounting defined benefit plans 1, Interest payable on the correspondence account with controlling Shareholder Discounting of liabilities to present value Exchange rate losses Other financial expenses Total 4,965 4, This entry includes Euro million (zero at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note ) Income tax Income tax payable for the year was Euro million (Euro million at 31 December 2011) and reflects the IRAP tax charge and the income tax payable by foreign subsidiaries. Recognition of these pre-paid taxes was for tax losses carried forward for the period and those for the previous financial years, , the existence of which became evident after deductions had previously been made; these had a retroactive effect on IRES tax due to the weighting of personnel expenses on IRAP under Legislative Decree 201/2011 (known as Salva Italia ) and were recognised in the financial period under review against a valuation of the recoverability of these in the approved plans. Deferred tax assets also reflected the use of provisions for risks and charges made in previous financial periods recognition of which was deferred until they were used. The breakdown was as follows: 153

156 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Income tax ( '000) Change Current income tax 3,680 4, Deferred income tax - 3,508 3,121-6,629 Total 172 7,567-7,395 The breakdown of current taxes at 31 December 2012 was as follows: Current income tax ( '000) Change Current income tax (IRAP) 1,388 2, Other current income tax 2,546 2, Income from tax consolidation Total 3,680 4, Since the 2007 financial year, as the consolidating entity, the Parent Company Fiera Milano SpA, and all the Italian subsidiaries, as the consolidated companies, have opted for the Italian tax consolidation method for payment of IRES tax and this was renewed in 2010 (the option lasts for three financial years). In the 2004/2005 financial year, Fiera Milano SpA and some of its subsidiaries opted to be part of the tax consolidation of the controlling shareholder Fondazione Fiera Milano but, following the change in the end of the reporting period of Fiera Milano SpA and all its subsidiaries, the requirement for the financial year to agree with that of the consolidating entity meant that participation in this tax consolidation ceased. Nevertheless there still exist contractual obligations with Fondazione Fiera Milano which are referred to in the Note to the entry, provision for tax consolidation, in the Statement of Financial Position. The Euro million of income from the tax consolidation was the effect of offsetting the positive taxes with the negative taxes for the financial period of some consolidated companies and the tax losses carried forward in the Parent Company. Other current tax payables included IRES payable as part of the tax consolidation gross of receivables from consolidation and also the current tax payables of the foreign Group subsidiaries. At 31 December 2012, the deferred tax balance was negative for Euro million and reflected the balance of deferred tax assets (a negative entry of Euro million) and deferred tax liabilities (negative for Euro million). At 31 December 2012, deferred tax liabilities were mainly for the trademarks of the companies acquired and the tax amortisation of goodwill in the Parent Company. The deferred tax assets reflected the recognition in profit or loss of tax losses accrued in the year net of provisions for risks and charges, the tax deductibility of which will be recognised in future financial periods. The changes in these entries were as follows: 154

157 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Deferred income taxes 31/12/11 Change in area of consolidation Recognised in the Income Statement ( '000) Other changes 31/12/12 Deferred tax assets Excess amortisation, depreciation and write-downs 3, ,754 Provisions for risks and charges 3, ,844 Tax losses carried forward 6,045-3,051-9,096 Other temporary differences Total 13,541-2, ,258 Deferred tax liabilities Goodwill amortisation and deferred taxes on acquisition of intangible assets 27,094 1, ,724 Finance leases Other temporary differences ,109 Total 27,568 1, ,647 Net deferred income taxes 14,027 1,975-3, ,389 of which: Deferred tax assets Deferred tax liabilities 14,347 12,581 The breakdown of total theoretical deferred taxes relating to tax losses carried forward from previous financial years was: - losses prior to tax consolidation: Euro million; - losses on tax consolidation: Euro million. Reconciliation of theoretical and effective corporation tax charge (IRES) ( '000) Consolidated profit/(loss) before income tax -1,764 Percentage applicable for corporation income tax (IRES) 27.5% Theoretical IRES tax charge (corporation income tax) -485 Difference between theoretical and effective tax charges: Taxes on intragroup dividends -7 Tax losses for the year with no corresponding pre-paid taxes -2,132 Taxes on foreign subsidiaries 1,035 Non-deductible operating expenses and other 454 Effective IRES tax charge -1,135 Reconciliation of theoretical and effective corporation tax charge (IRAP) ( '000) Net operating result (EBIT) 2,105 Personnel expenses 49,121 Consolidated taxable base for purposes of IRAP 51,226 Statutory rate applicable for corporation income tax (IRAP) 3.9% Theoretical IRAP tax charge (corporation income tax) 1,998 Difference between theoretical and effective tax charges: Tax wedge -2,055 Taxes on foreign subsidiaries -298 Non-deductible operating expenses and other 1,526 Non-deductible write-downs and provisions 136 Effective IRAP tax charge 1,

158 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Group net profit or loss At 31 December 2012, the Group net result was negative for Euro million compared to a net profit of Euro million at 31 December ) Profit or loss per share In the 2012 financial year, the loss per share was Euro compared to earnings per share of Euro in the financial year to 31 December 2011; the figure was calculated by dividing the net result for the period by the average weighted number of Fiera Milano SpA shares in circulation during the financial year Profit/(loss) ( '000) -2,024 4,927 Average no. of shares outstanding ('000) 41,225 41,304 Basic earning/(loss) per issued share ( ) Earning/(loss) per fully diluted no. of shares ( ) The number used as the numerator to calculate basic earnings/(losses) per share and diluted earnings/(losses) per share was negative for Euro million in the financial year to 31 December 2012 (positive for Euro million at 31 December 2011). The average weighted number of ordinary shares used to calculate basic earnings/(losses) per share and diluted earnings/(losses) per share, and the relative reconciliation of the two figures, was the following: ('000) Weighted average no. of shares used for calculation of EPS 41,225 41,304 + Potential no. of shares issued without payment - - Weighted average no. of shares used to calculate diluted EPS 41,225 41,304 42) Related-party transactions The companies that are part of Fiera Milano Group carried out transactions at market conditions. As part of its corporate governance, Fiera Milano SpA has adopted the Principles of conduct regarding related-party transactions as described in the Report on corporate governance and ownership structure, part of the Board of Directors Management Report. Business transactions concern the organisation and management of exhibitions and other events managed by the Group. Fiera Milano SpA provides administrative services to some subsidiaries, with the aim of optimising the use of professional resources and competencies, and also communication services in order to ensure the uniformity of the Group image. 156

159 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments All the Italian subsidiaries, the consolidated companies, opted for the Italian tax consolidation procedure for IRES, which has a mandatory duration of three financial years. The tax consolidation procedure gives Fiera Milano Group a definite economic and financial benefit, particularly in allowing the immediate use of the tax losses of the Group generated in the financial years in which the option is available, to offset the profits of the consolidated companies, giving an immediate tax saving. The legal relationships among the companies involved in the tax consolidation process are governed by a rule that imposes a uniform process for correct fulfilment of the fiscal requirements and related responsibilities by the companies involved. In the Statement of Financial Position and the Income Statement, the amounts for related-party positions or transactions, if material, are shown separately. Given the total amount of statement of financial position and income statement items, the Group has decided that Euro million is the material threshold above which separate disclosure must be made. Detailed information on transactions is given below and is divided between Related-party transactions with the controlling shareholder Fondazione Fiera Milano and Other related-party transactions. Related-party transactions with the controlling shareholder Fondazione Fiera Milano Recurring transactions are summarised below. Property lease contracts with Fiera Milano SpA On 18 January 2003, Fiera Milano SpA signed a lease contract with Fondazione Fiera Milano for the Rho Exhibition Site. The same contract established the terms of the lease for the Downtown Site, giving the same commencement date for both Exhibition Areas of 1 January The lease contract for both Exhibition Areas was, therefore, for nine years starting on 1 January 2006 (the date on which Fiera Milano SpA took possession of the Rho Exhibition Site). The contract is automatically renewable for a further nine years unless one of the parties decides to cancel the agreement. In the event that the termination of the lease agreement is not due to default or cancellation by Fiera Milano SpA, the latter will have the right to an indemnity equal to three times the annual lease payment in force at the date of termination of the contract. The annual lease payment for the Rho Exhibition Site was set at 6% of the investment made by Fondazione Fiera Milano for the construction of the same and is annually adjusted by an amount equal to 100% of the change in the ISTAT index reported for the previous year. Subsequently, the Company and its controlling shareholder Fondazione Fiera Milano reached an agreement to redefine the percentage determining the lease payment for the Rho Exhibition Site for the period 1 January June It was agreed to amend the full 6% rate by applying instead a percentage charge of 5% for the period 1 January 30 June 2006 and to increase this percentage by 0.25 percentage points over the following three years, until it reached the level of 6%, and to fix the total investment on which the lease payment was calculated at Euro million. Under the same agreement there was an adjustment to the annual rent to take account of project changes and improvements agreed between the parties. Therefore, an increase results in a corresponding increase in the rent which is consistent with the figure of 6% of the overall investment made by Fondazione Fiera Milano. 157

160 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The annual lease payment for the Downtown Site was set at Euro million. In July 2008, as part of an exhibition space rationalisation programme, an agreement was signed between Fondazione Fiera Milano and Fiera Milano SpA for the partial release of the Downtown Site, also as part of a project to develop an international congress centre, for which Fondazione Fiera Milano was to incur the related investment costs and Fiera Milano Group was to be responsible for the management of the centre. The agreement established an annual lease payment, beginning 1 July 2008, of Euro million adjusted annually by an amount equal to 100% of the change in the ISTAT index reported for the previous year. Property lease contract with Fiera Milano Congressi SpA On 24 January 2000, Fondazione Fiera Milano signed a contract with Fiera Milano Congressi SpA, valid until 31 December 2012, relating to the availability of part of Pavilion 17 (equal to about 15,000 square metres of gross exhibition space) within the Downtown Site. This area was granted for the use of Fiera Milano Congressi SpA at no charge until 31 December 2002 (in view of the substantial restructuring operations carried out by Fiera Milano Congressi on the aforementioned area) while, since 1 January 2003, Fiera Milano Congressi SpA has paid an annual rent determined as a percentage of revenues, excluding revenues from activities conducted outside the Downtown Site. On 15 March 2005, this contract was updated to reflect the expansion of the congress centre activities hosted in Pavilion 17 of the Milan Exhibition Area. The new agreement between the controlling shareholder and Fiera Milano Congressi SpA was valid until 30 June 2011 and renewable until 30 June At the first lease expiry date, the cancellation option, which expired on 30 June 2011, was not exercised. Under the new agreement, Fiera Milano Congressi SpA pays a fixed annual rent to which is added a variable portion that is dependent on achieving a specified level of revenues. On 18 May 2009, Fondazione Fiera Milano signed a preliminary contract with Fiera Milano Congressi SpA to rent Pavilions 5 and 6 within the Downtown site; this area has been used to build the new congress centre, called MiCo South Wing, which was inaugurated in May 2011 and which is integrated with the congress areas of Pavilion 17 and called MiCo Milano Congressi. The final rental contract for MiCo-South Wing (the former pavilions 5 and 6) was agreed in 2012; it has a duration of nine years with the initial period running from 1 May 2011 (the date on which Fiera Milano Congressi SpA took charge of the new congress centre). The contract is automatically renewed for a further nine years unless terminated by one of the parties. The full annual rent was set at Euro million with a variable component of 5% of the excess revenues realised by Fiera Milano Congressi SpA in the centre compared to the revenue targets in its business plan. The rent is adjusted annually by an amount equal to 100% of the change in the ISTAT index reported for the previous year. Under the contract there was a reduction in the full rent for the first four years of the contract. The rent for the first year was set at Euro million with the rent rising annually by Euro million in the following three years to reach the agreed full rent of Euro million. Settlement of Group VAT Taking advantage of the facility provided by Presidential Decree (DPR) 633/72, from 1 January 2002, Fiera Milano SpA chose to follow the procedures, managed by the controlling shareholder Fondazione Fiera Milano, for settlement of Group VAT. This mechanism makes it easier to settle any tax obligations, without the Company incurring additional costs. 158

161 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Consolidated tax treatment of the Group with the controlling shareholder Fondazione Fiera Milano In the financial year 2004/2005, Fiera Milano SpA and several of its subsidiaries opted to participate in the tax consolidation of the controlling shareholder, Fondazione Fiera Milano. Following the change in the accounting year-end of Fiera Milano SpA and all its subsidiaries, participation in this tax consolidation ceased. However there remain certain contractual obligations to Fondazione Fiera Milano which are referred to in the notes to the financial statements. Contract for supply of services Fiera Milano SpA has an annual contract with Fondazione Fiera Milano for the reciprocal provision of services, which arise from or are necessary for the exercise of their respective activities. The contract is renewable annually unless cancelled by a written agreement between the parties. The contract provides for the reciprocal supply between the Parent Company and Fondazione Fiera Milano of two kinds of services: i) services of a general nature, which fall within the range of activities of the entity providing them, supplied to the buyer on a continuous and systematic basis; ii) specific services, or services provided on request and relating to specific activities to be agreed from time to time between the buyer and the supplier, also on the basis of appropriate offers/estimates. The service supply contract is governed by market conditions. Licence contracts for use of the Fiera Milano brand name On 17 December 2001, Fondazione Fiera Milano, as owner of the "Fiera Milano" brand name granted Fiera Milano SpA an exclusive licence for the use of the said brand name in order to typify its own activities, also through its use on headed paper, on its commercial material, and to differentiate its headquarters and offices. The licence has been granted for Italy and all countries and locations where the brand name has been or will be registered or lodged. The symbolic consideration paid by Fiera Milano SpA to Fondazione Fiera Milano was Euro 1.0 Fondazione Fiera Milano, having as its corporate objective the development of the exhibition sector, has maintained Fiera Milano as part of its name and not included it in the business division "Exhibition Management Activity" contributed to the Parent Company in 2001, but with the expectation that Fiera Milano SpA would use the said brand name for an extended period of time and without incurring further costs for its use. It should be noted that this licence is valid until 31 December 2017, with automatic renewal for a further fifteen years, unless cancelled by one of the parties. Related-party transactions These are transactions carried out in pursuit of normal operations and regulated by market conditions. The financial, capital and economic transactions conducted with related parties are shown in the following tables: 159

162 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Balance Sheet and Income Statement related party transactions at 31/12/2012 ( '000) Non-current Other Trade and Other noncurrent trade and Trade current other other payables financial receivables liabilities receivables liabilities Other current liabilities Revenues from sales and services Cost of services Cost of use of 3rd-party assets Other operating expenses Other income Financial Financial income and expenses similar and similar Controlling shareholder and other Group companies Fondazione Fiera Milano 12,784 1, , ,400 55, Other related parties Christine Cashmore 1,146 Cipa Publicaçoes - Graphic services Cipa Publicaçoes - Rent/Lease contract 112 Cipa Publicaçoes 170 Nextur Ltda - Travel agency 1 Simona A. Norreri 72 Separ 367 José Roberto Sevieri Total related parties 12,784 2,240 1, , ,092 55, Totals reported 14,364 52,017 3,163 33, , ,408 ##### 61,837 6,986 4,025 1,096 4,025 % Rel. party transactions/totals reported 89% 4% 48% 0% 50% 7% - 2% 90% 11% 11% 29% 10% Information on the remuneration paid to the Administrative and Control Bodies, to the General Directors and to the Executives with Strategic Responsibilities in the financial year to 31 December 2012 is given in the table included in the section below on other information. Statement of related party cash flow ( '000) Cash flow from operating activities Revenues and income ,034 Costs and expenses -58,654-56,398 Interest receivable Interest payable Changes in trade and other receivables 5,055 1,419 Change in trade and other payables -1,485 2,333 Total -54,573-41,377 Cash flow from investing activities Investments in non-current activities. Tangible and intangible - -. Other non-current assets - - Total - - Cash flow from financing activities Change in financial (assets)/liabilities 3, Total 3, Cash Flow in the period -51,156-40,728 The table below shows cash flow from related party transactions: Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities FY to : Total -3,715-10,803 16,420 Related party transactoins -54,573-3,417 FY to : Total 52,193-19,105-35,414 Related party transactoins -41,

163 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments OTHER INFORMATION Non-recurring events and transactions In the financial year under review there were no significant non-recurring transactions as defined by Consob Communication of 28 July The amount of Euro million for the preceding financial year and recognised separately under other income refers to the share of Fondazione Fiera Milano of the costs sustained by Fiera Milano Group for its anticrisis initiatives. Given the total amount of Statement of Financial Position and Income Statement items, the Group has decided that Euro million is the material threshold above which separate disclosure must be made. The implications of these transactions on the Statement of Financial Position and Income Statement are detailed in Note 42 on related-party transactions. Transactions relating to atypical and/or unusual operations In accordance with Consob Communication of 28 July 2006, it should be noted that the Group did not carry out any unusual and/or atypical operations in 2012 as defined in the aforementioned Communication. Significant events after the end of the reporting period In January, February and March 2013, the Parent Company continued the buyback of treasury shares under the authorisation given at the Ordinary Shareholders Meeting of 27 April After 31 December 2012 the Parent Company purchased 71,983 treasury shares at an average price of Euro 4.12 per share. At the date of the present Financial Statements, the total number of treasury shares held was 626,758, equal to 1.49% of the share capital. 161

164 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Remuneration of the Administrative and Control Bodies, General Managers and Executives with strategic responsibilities for the financial year to 31 December 2012 Executives with Strategic Responsibilities are those that have the power and responsibility, both direct and indirect, for the planning, management and control of Group activities. Within the Parent Company, the following have been identified as Executives with Strategic Responsibilities: the Directors; the Statutory Auditors; the Central Director for Administration Finance, and Tax, who is also the Manager responsible for preparing the Company s financial statements; the Director of Organisation and Human Resources; the Central Director of Corporate Affairs; the Director of Marketing, International and Development; the Director of Exhibitions; the Director of Services; and the Director of Operations. For subsidiaries, the Executives with Strategic Responsibilities are the Managing Directors or Sole Directors. The total remuneration for this category of Executives was Euro million in the year to 31 December 2012 (Euro million at 31 December 2011) and the breakdown was as follows: Remuneration ( '000) 2012 Directors Statutory Auditors Others Short-term benefits 1, ,651 Post-employment benefits Other long-term benefits Staff-leaving indemnities Notional income from stock option plans Total 1, ,758 Remuneration ( '000) 2011 Directors Statutory Auditors Others Short-term benefits 1, ,469 Post-employment benefits Other long-term benefits Staff-leaving indemnities Notional income from stock option plans Total 1, ,545 At 31 December 2012, the residual amount payable to this category was Euro million (Euro million at 31 December 2011). 162

165 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments Information in accordance with article 149-duodecies of the Consob Listing Rules The following table shows the fees paid to the independent auditors for services provided in ( '000) Service provider Client Fees for financial year 2012 Auditing PricewaterhouseCoopers Parent Company - Fiera Milano SpA 242 Subsidiaries 187 Other services PricewaterhouseCoopers Parent Company - Fiera Milano SpA * 67 Subsidiaries * 34 Total 530 * Agreed upon procedures contracted Rho (Milan), 11 March 2013 For the Board of Directors The Chairman Michele Perini 163

166 Fiera Milano Group Explanatory and supplementary Notes to the Consolidated Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT List of companies included in the area of consolidation and other equity investments at 31 December 2012 ATTACHMENT 1 A) List of companies included in the area of consolidation Shareholding % Shareholding of Group companies Company name and registered office Share capital (000) (*) Group total Directly held by Fiera Milano Indirectly held through other Group companies % Parent Company Fiera Milano SpA Milan, p.le Carlo Magno 1 42,147 Fully consolidated companies Fiera Milano Media SpA Milan, p.le Carlo Magno 1 2, Fiera Milano SpA Fiera Milano Congressi SpA Milan, p.le Carlo Magno 1 2, Fiera Milano SpA Nolostand SpA Milan, p.le Carlo Magno 1 7, Fiera Milano SpA Eurofairs International Consultoria e Participações Ltda São Paulo Brasil, Fiera Milano SpA Rua Padre João Manoel 755 R $ 28, Nolostand SpA CIPA FM Publicações e Eventos Ltda São Paulo Brasil, Rua Correia Lemos, 158 R $ Fiera Milano India Pvt Ltd New Delhi, Barakhamba Road INR 10, Fiera Milano SpA Limited Liability Company Fiera Milano Moscow, Cherkizovskaya R 10, Fiera Milano SpA FM Interteks Uluslararası Fuarcılık Anonim Şirketi Istanbul, Mim Kemal Öke Cad. N:6 Nişantaşı TRY 3,550, Fiera Milano SpA Cape Gourmet Food Festival PTY Ltd Westlake, 14 Stibitz Road, Achievement Awards Building ZAR Fiera Milano SpA Eurofairs International Consultoria e Participações Ltda Jointly controlled companies consolidated proportionally Hannover Milano Global Germany GmbH Hannover Germany, Messegelaende Fiera Milano SpA Hannover Milano Fairs Shanghai Co. Ltd Shanghai China, Pudong Office Tower USD Hannover Milano Global Germany GmbH Hannover Milano Fairs China Ltd Hong Kong China, Golden Gate Building HKD Hannover Milano Global Germany GmbH Hannover Milano Fairs India Pvt Ltd East Mumbai, Andheri INR 179, Hannover Milano Global Germany GmbH Global Fairs & Media Private Ltd New Delhi, Bahadur Shah Zafar Marg 9-10 INR 207, Hannover Milano Fairs India Pvt Ltd Milan International Exhibitions Srl Rho, S.S.Sempione Fiera Milano SpA B) Companies accounted at cost Shareholding % Shareholding of Group companies Company name and registered office Share capital ( '000) (*) Group total Directly held by Fiera Milano Indirectly held through other Group companies % Sviluppo Sistema Fiera SpA (**) Milan, largo Domodossola 1 5, Fiera Milano Congressi SpA Esperia SpA Rose (Cosenza) Rose (Cosenza) 1, Fiera Milano Media SpA Uktas Uluslararasi Kongre Sarayi Tesisleri Isletmeciligi Tic. A.Ş. Instanbul TRY Fiera Milano Interteks Uluslararası Fuarcılık A.Ş. (*) Euro or other currencies as specifically indicated (**) company under liquidation 164

167 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano Group Declaration pursuant to Article 154-bis of Legislative Decree 58/98 Declaration relating to the Consolidated Financial Statements in accordance with Article 154-bis paragraph 5 of Legislative Decree of 24 February 1998, no The undersigned, Enrico Pazzali, in his capacity as Chief Executive Officer, and Flaminio Oggioni, in his capacity as Manager responsible for preparing the financial statements of Fiera Milano SpA, declare, taking note of the provisions of article 154-bis, paragraphs 3 and 4, of Legislative Decree 24 February 1998, no. 58: - the appropriateness in relation to the characteristics of the business and - the effective application of the administrative and accounting procedures for the preparation of the Consolidated Financial Statements for the year to 31 December The evaluation of the adequacy of the administrative and accounting procedures for the preparation of the Consolidated Financial Statements to 31 December 2012 is based on a process defined by Fiera Milano SpA, which is consistent with the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents the generally accepted international benchmark. 3. It is also declared that: 3.1 the Consolidated Financial Statements to 31 December 2012: - have been prepared in accordance with the applicable international accounting standards recognised by the European Community in accordance with EC Regulation no. 1606/2002 of the European Parliament and of the European Council of 19 July 2002; - correspond to the results contained in the accounting records and documents; - provide a true and correct representation of the capital, economic and financial situation of the issuer and all of the companies included in the consolidation; 3.2 the report on operations includes a reliable analysis of the trend and results of operations and the situation of the Issuer and all of the companies included in the consolidation together with a description of the main risks and uncertainties to which it is exposed. 11 March 2013 Signed Chief Executive Officer Enrico Pazzali Signed Manager responsible for preparing the Company s financial statements Flaminio Oggioni 165

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169 Independent Auditors Report

170 Independent Auditors Report FIERA MILANO 2012 ANNUAL REPORT 168

171 FIERA MILANO 2012 ANNUAL REPORT Independent Auditors Report 169

172 42) Rapporti con parti correlate Le società facenti parte del Gruppo Fiera Milano hanno intrattenuto rapporti a condizioni di mercato. Nell ambito delle azioni intraprese in materia di governo societario, Fiera Milano SpA ha adottato una procedura riguardante i Principi di Comportamento in materia di operazioni con parti correlate, come indicato nel capitolo dedicato al Governo societario e gli assetti proprietari della Relazione sulla gestione cui si rinvia. I rapporti di natura commerciale sono volti alla organizzazione e gestione delle manifestazioni e degli altri eventi gestiti dal Gruppo. Fiera Milano SpA presta servizi di tipo amministrativo nei confronti di alcune controllate al fine di ottimizzare l impiego di risorse e competenze professionali oltre a servizi di comunicazione anche al fine di un adeguata armonizzazione dell immagine del Gruppo. Tutte le società controllate italiane in qualità di società consolidate, hanno optato ai fini dell IRES per il regime del consolidato fiscale nazionale, della durata obbligatoria di tre esercizi. L adozione del consolidato fiscale consente al Gruppo Fiera Milano un indubbio vantaggio economico e finanziario, rappresentato in particolare dalla possibilità di utilizzare immediatamente le perdite fiscali del Gruppo stesso, conseguite negli esercizi di validità dell opzione, in compensazione del reddito delle società consolidate, realizzando quindi in via immediata il risparmio fiscale derivante dall utilizzo di tali perdite. I rapporti giuridici interni tra le società partecipanti al consolidato fiscale sono disciplinati da un regolamento che prevede, altresì, una procedura uniforme per un corretto adempimento degli obblighi fiscali e delle connesse responsabilità delle società partecipanti. Nei prospetti di stato patrimoniale e di conto economico gli ammontari delle posizioni o transazioni con parti correlate, se significative, sono evidenziate distintamente dalle voci di riferimento. Il Gruppo tenuto conto dell ammontare complessivo delle partite patrimoniali ed economiche ha ritenuto di individuare in 2 milioni di euro la soglia di significatività per l indicazione separata di tali importi. Nel seguito si forniscono informazioni di dettaglio sulle operazioni poste in essere, suddividendole tra Rapporti con la Controllante Fondazione e 10

173 FIERA MILANO SPA FINANCIAL STATEMENTS TO 31 DECEMBER 2012 Financial statements Explanatory and supplementary notes to the financial statements Attachments: 1. List of equity investments in subsidiaries and joint ventures for the financial year ended 31 December Summary of key figures of the last financial statements of subsidiaries and associates included in the area of consolidation (Article 2429 of the Italian Civil Code)

174 Fiera Milano SpA- Financial Statements FIERA MILANO 2012 ANNUAL REPORT (euro) notes Fiera Milano SpA statement of financial position 31/12/12 31/12/11 31/12/2011 pro-forma (*) ASSETS Non-current assets 1-39 Property, plant and equipment 10,062,644 13,445,582 13,447,134 Leased property, plant and equipment Investments in non-core property Goodwill and intangible assets with an indefinite useful life 70,144,099 70,271,255 70,292,099 3 Intangible assets with a finite useful life 19,409,153 17,094,269 22,951,766 4 Investments 86,569,021 80,765,474 76,880,112 Other financial assets Trade and other receivables 13,843,536 13,445,686 13,445, of which from related parties 12,783,813 12,783,813 12,783,813 Deferred tax assets Current assets Total 200,028, ,022, ,016,900 6 Trade and other receivables 37,864,247 47,311,342 47,117, of which from related parties 6,106,622 11,815,924 11,531, Inventories 3,276,824 1,071,392 1,131,345 Contracts in progress Current financial assets 1,210,096 6,385,562 5,349, of which from related parties 1,210,096 6,385,562 5,349,246 9 Cash and Cash equivalents 3,214,001 3,601,359 3,675,020 Assets held for sale Total 45,565,168 58,369,655 57,273,248 Assets held for sale Total Total assets 245,593, ,391, ,290,148 EQUITY AND LIABILITIES 10 Share capital and reserves Share capital 41,592,662 41,247,942 41,247,942 Share premium reserve 14,671,212 13,014,183 13,014,183 Revaluation reserve Other reserves 9,303,151 9,540,721 9,540,721 Prior years profits/(losses) 1,803,788 2,780,185 2,292,839 Profit/(loss) for the year -1,821,919 8,848,962 8,479,405 Total 65,548,894 75,431,993 74,575,090 Non-current liabilities Bonds in issue Bank borrowings 26,326,458 14,000,000 14,000, Other financial liabilities 544, Provision for risks and charges 1,716,514 1,103,586 1,103, Employee benefit provisions 5,766,479 5,181,576 5,181, Deferred tax liabilities 718,346 1,502,904 2,921, Other non-current liabilities 333,639 98,736 98,736 Total 35,406,286 21,886,802 23,305,067 Current liabilities Bonds in issue Bank borrowings 70,544,743 57,169,748 57,169, Trade-payables 24,334,268 23,466,929 23,621, Pre-payments 27,534,059 41,461,664 41,461, of which to related parties 9,480 5,612 5, Other financial liabilities 319, Current provision for risks and charges 3,494,066 6,145,250 6,145, Current tax liabilities 1,267,196 2,033,193 2,012, Other current liabilities 17,144,401 25,796,342 25,999, of which to related parties 3,872,562 8,134,610 8,317,118 Total 144,638, ,073, ,409,991 Liabilities held for sale Liabilities held for sale Total Total liabilities 245,593, ,391, ,290,148 (*) Please refer to the section "Form and Contents of the Financial Statements" on page

175 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA- Financial Statements notes Fiera Milano SpA statement of comprehensive income (euro) 2011 pro-forma 24 Revenues from sales and services 198,099, ,205, ,325, of which with related parties 5,512,307 6,531,212 6,538,851 Total revenues 198,099, ,205, ,325, Cost of materials 986, , , Cost of services 98,820, ,892, ,066, of which with related parties 22,974,919 25,154,074 25,186, Cost of use of 3rd-party assets 56,820,557 55,355,896 55,362, of which with related parties 54,345,702 52,724,919 52,733, Personnel expenses 34,199,788 37,657,146 37,735, Other operating expenses 4,916,740 5,352,073 5,406, of which with related parties 978,334 1,131,376 1,131,376 Total operating expenses 195,743, ,207, ,521, Other income 5,174,813 14,913,065 14,875, of which: with related parties 3,216,616 13,135,192 13,097,137 non-recurring - 10,235,420 10,235,420 Gross operating result 7,530,401 19,911,085 19,679, Depreciation of property, plant and equipment 3,955,401 3,805,531 3,806,541 Depreciation of property investments Amortisation of intangible assets 3,737,757 3,449,971 3,799, Adjustments to asset values 2,454, Allowance for doubtful accounts and other provisions -1,478, , ,534 Net operating profit (EBIT) -1,139,461 12,901,504 12,347, Financial income and similar 1,857,255 4,098,548 4,076, of which with related parties 1,735,173 3,514,308 3,490, Financial expenses and similar 3,882,820 2,930,990 2,931, Valuation of financial assets -108, Profit/(loss) of equity accounted companies Profit/(loss) before income tax -3,273,026 14,069,062 13,492, Income tax -1,451,107 5,220,100 5,013,501 Profit/(loss) from continuing operations -1,821,919 8,848,962 8,479,405 Profit/(loss) from assets held for sale Profit/(loss) for the year -1,821,919 8,848,962 8,479,405 Total comprehensive income for the year -1,821,919 8,848,962 8,479,

176 Fiera Milano SpA- Financial Statements FIERA MILANO 2012 ANNUAL REPORT notes Fiera Milano SpA statement of cash flows (euro) 2011 pro-forma Net cash at beginning of year 3,601,359 3,449,168 3,721,214 Cash flow from operating activities 9 Net cash from operating activities -12,799,839 41,844,675 41,596, of which with related parties -67,256,221-52,438,645-57,393,287 Interest paid -2,716,554-2,448,081-2,448,372 Interest received 459, , ,311 Income taxes paid -2,776, , ,409 Cash flow from investing activities Total -17,832,998 39,397,281 39,151,197 1 Investments in tangible assets -571,496-2,311,443-2,311,443 1 Write-downs of tangible assets 4,584 42,115 46,022 3 Investments in intangible assets -3,232,340-2,943,841-2,943,841 3 Write-downs of intangible assets - 27,938 27,938 4 Investments in subsidiaries - -1,428,781-1,428,781 4 Investments in joint ventures -520, , ,000 4 Subsidiary company share capital transactions -8,562,993-4,159,413-4,159,413 4 Joint venture share capital transactions -195, , , Dividends received 1,332,809 3,215,091 3,215,091 Total -11,744,436-8,347,334-8,343,427 Cash flow from financing activities 10 Share capital and reserves 1,041, , , Non-current financial assets/liabilities 12,871,308 14,000,000 14,000, Current financial assets/liabilities 23,449,384-44,720,028-44,676, of which with related parties 5,336, ,032 5,038,873 Dividend paid -8,246, Total 29,116,415-30,974,159-30,930,368 Cash flow for the period -461,019 75, ,598 Cash injection from the merger 73,661 76,404 76,404 Net cash from assets held for sale Net cash at the end of year 3,214,001 3,601,359 3,675,

177 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA- Financial Statements Fiera Milano SpA statement of changes in equity (euro) Note 10 Share Share premium Legal Other Retained Profit/(loss) for Total capital reserve reserve reserves earnings the financial year Balance at 31 December ,602,342 15,500,245 7,351,416 2,117,837 15,216,876 1,429,350 83,218,066 Resolutions of the Shareholder' Meeting of Allocation of earnings: - Legal reserve , , Retained earnings ,357,882-1,357,882 - Merger transaction Treasury shares received with Rassegne SpA -286,500-2,299, ,586,331 - Merger deficit - accounting principle of continuing value in the Consolidated Financial Statements ,794, ,794,573 Treasury shares -67, , ,131 Total comprehensive income of the financial year at ,848,962 8,848,962 Balance at 31 December ,247,942 13,014,183 7,422,884 2,117,837 2,780,185 8,848,962 75,431,993 Resolutions of the Shareholder' Meeting of Allocation of earnings: - Legal reserve , , Retained earnings , , Dividends ,246,008-8,246,008 Merger transaction Merger deficit - accounting principle of continuing value in the Consolidated Financial Statements ,136, ,136,903 Purchase of treasury shares -255, , ,269 Sell of treasury shares 600,000 2,300, ,018 2,220,000 Total comprehensive income of the financial year at ,821,919-1,821,919 Balance at 31 December ,592,662 14,671,212 7,865,332 1,437,819 1,803,788-1,821,919 65,548,894 Fiera Milano SpA statement of changes in equity (euro) Note 10 Share Share premium Legal Other Retained Profit/(loss) for Total capital reserve reserve reserves earnings the financial year Balance at 31 December ,602,342 15,500,245 7,351,416 2,117,837 15,216,876 1,429,350 83,218,066 - Merger deficit - accounting principle of continuing value in the Consolidated , ,346 Balance at 1 January 2011 pro-forma 41,602,342 15,500,245 7,351,416 2,117,837 14,729,530 1,429,350 82,730,720 Resolutions of the Shareholder' Meeting of Allocation of earnings: - Legal reserve , , Retained earnings ,357,882-1,357,882 - Merger transaction Treasury shares received with Rassegne SpA -286,500-2,299, ,586,331 - Merger deficit - accounting principle of continuing value in the Consolidated Financial Statements ,794, ,794,573 Treasury shares -67, , ,131 Total comprehensive income of the financial year at of TL.TI Expo , ,557 Total comprehensive income of the financial year at ,848,962 8,848,962 Balance at 31 December 2011 pro-forma 41,247,942 13,014,183 7,422,884 2,117,837 2,292,839 8,479,405 74,575,090 Resolutions of the Shareholder' Meeting of Allocation of earnings: - Legal reserve , , Retained earnings , , Dividends ,246,008-8,246,008 - Merger deficit - accounting principle of continuing value in the Consolidated Financial Statements , , ,000 Purchase of treasury shares -255, , ,269 Sell of treasury shares 600,000 2,300, ,018 2,220,000 Total comprehensive income of the financial year at ,821,919-1,821,919 Balance at 31 December ,592,662 14,671,212 7,865,332 1,437,819 1,803,788-1,821,919 65,548,

178 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Explanatory and Supplementary Notes to the Financial Statements On 11 March 2013, the Board of Directors approved the Fiera Milano SpA Financial Statements as at 31 December 2012 and authorised their publication. Fiera Milano SpA, as Parent Company of the Group, has also prepared the Consolidated Financial Statements as at 31 December Fiera Milano SpA and its subsidiaries are active in all the characteristic areas of the exhibition and congress industry and the Company is one of the largest integrated companies in this sector in Europe. The business of the Company is hosting exhibitions and other events, promoting and making available equipped exhibition space, and offering design support and ancillary services. These activities include proprietary exhibitions (including final services for exhibitors and visitors). Accounting standards The Financial Statements were prepared in accordance with the IAS and IFRS accounting principles in force at 31 December 2012, issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, of the relative interpretative documents and the provisions issued when article 9 of Legislative Decree no. 38/2005 was enacted. The accounting standards, amendments and interpretations applicable to the Company from 1 January 2012 but which have had no impact on the accounts are given below. - IFRS 7 Financial instruments: disclosures - disclosures on transfers of financial assets, applicable from 1 July 2011; - IAS 12 Income Taxes limited scope amendment 2010 The amendment requires an entity to measure deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of an asset through use or sale. As a result of this amendment, SIC 21 Income taxes: recovery of revalued non-depreciable assets is no longer applicable. Accounting standards, amendments and interpretations not yet applicable and not adopted early by the Group are given below. - IAS 1 Presentation of Financial Statements - amendment 2011, applicable from 1 July 2012; - IFRS 1 First-time Adoption of International Financial Reporting Standards - amendment 2012, applicable from 1 January 2013; - Amendment to IFRS 7 - Financial instruments: Disclosures, applicable from 1 January 2013; - IFRS 10 Consolidated Financial Statements, applicable from 1 January 2014; - IFRS 11 Joint arrangements, applicable from 1 January 2014; - IFRS 12 Disclosure of interests in Other Entities, applicable from 1 January 2014; - IFRS 13 Fair value measurement, applicable from 1 January 2013; - IAS 1 Presentation of Financial Statements - amendment 2012, applicable from 1 January 2013; - IAS 19 (revised) - Employee benefits, applicable from 1 January 2013; - IAS 27 (revised) - Separate Financial Statements, applicable from 1 January 2014; 176

179 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments - IAS 28 (revised) - Associates and joint ventures, applicable from 1 January 2014; - IAS 32 Financial Instruments: Presentation - amendment 2012, applicable from 1 January FORM AND CONTENT OF THE FINANCIAL STATEMENTS With regard to the format and contents of the Financial Statements, Fiera Milano SpA has made the following choices: - the Statement of Financial Position is presented with separate sections for Assets, Liabilities, and Equity. Assets and Liabilities are also classified as current, non-current, and held for sale; - the Statement of Comprehensive Income is shown as a single statement in a continuous format and items are analysed by nature since this approach provides reliable information that is more relevant than classification by function; - the Statement of Cash Flows is presented using the indirect method; - the Statement of Changes in Equity is presented with separate entries for the comprehensive income and transactions with shareholders. The Assirevi preliminary Opinions (OPI 2) on IFRS are that the economic and equity values of an incorporated company should be shown together with those of the incorporating company from the financial year preceding the merger. OPI 2 specifically indicates that the values of the previous financial year must be shown again in the financial statements of the financial year post-merger in a third column exclusively for comparative reasons. In essence, the financial statements of the incorporating company for the financial period in which the merger becomes effective are required to provide a pro-forma third column showing the accounting figures for the preceding financial year so as to permit a comparison between the latter and the figures of the first post-merger financial statements. Seasonality of the business The Company activities have dual seasonality: (i) a higher concentration of exhibitions in the six months from January to June; (ii) exhibitions that have a multi-annual frequency. During the 2012 financial year, there were no atypical and/or unusual transactions. The independent auditor, PricewaterhouseCoopers SpA, carried out a legal audit of the present Financial Statements. Business combinations Business combinations are accounted for by applying the purchase method in accordance with IFRS 3 revised in Under this method the transaction cost of a business combination is valued at fair value, determined as the aggregate of the fair value of the assets transferred and the liabilities assumed by the Group at the acquisition date and equity instruments issued for control of the acquired entity. All other costs associated with the acquisition are expensed in the Statement of Comprehensive Income at their acquisition date value. Contingent considerations, considered part of the acquisition consideration, must be measured at fair value at the time of the business combination. Subsequent changes to the fair value are recognised in the Statement of Comprehensive Income. The identifiable assets acquired and the liabilities assumed are measured at fair value at the acquisition date. 177

180 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Goodwill is measured as the difference between the aggregate of the acquisition-date fair value of the consideration transferred for the business combination, the amount of any non-controlling interest and the acquisition-date fair value of any previously held equity interest in the acquiree and the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the difference between the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed exceeds the consideration transferred for the business combination, the amount of any non-controlling interest and the acquisition-date fair value of any previously held equity interest in the acquiree, the excess sum is immediately recognised in the comprehensive statement of income as income from the transaction. In measuring the fair value of business combinations, the Company uses available information and, for more material business combinations, it also uses external valuations. Business combinations achieved in stages When a business combination is achieved in stages (step acquisition), the previously held share of the entity s assets and liabilities are measured at fair value at the date that control is obtained and any resulting adjustments are recognised in profit or loss. Previously held investments are therefore recognised as though they had been sold and reacquired at the date that control is obtained. Business combinations under common control IFRS 3 for the accounting of business combinations does not apply to business combinations under common control. In the absence of a standard that deals specifically with this type of transaction, the application of the most suitable treatment must be guided by the general scope of IAS 8, i.e. to provide information on the transaction that is relevant and reliable and gives priority to the economic substance and financial reality of the transaction and not merely its legal form Under OPI 1 (Assirevi Preliminary Opinions on IFRS) on the Accounting treatment of business combinations under common control in the separate and in the consolidated financial statements the economic substance must refer to the generation of value added which results in a significant change in cash inflows from the net assets transferred before and after the transaction. Should it be impossible to estimate a significant increase in future cash inflows from the assets transferred, the choice of how the transaction is accounted should be governed by prudence, which results in the application of the accounting principle of continuity. This principle entails the recognition in the financial statements of values equal to those that would have existed if the assets that are the object of the combination had always been combined. The net assets must be recognised at their carrying values in the relevant accounts prior to the transaction or, if available, at the values in the consolidated financial statements of the controlling shareholder Fiera Milano SpA. Where the transfer values are higher than the historic values, the excess must be eliminated against the equity of the acquirer through the appropriate reduction of a reserve. 178

181 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments VALUATION CRITERIA Tangible assets Property, plant and equipment Property, plant and equipment are recognised at purchase or production cost, including contingent costs and costs incurred, and adjusted for accumulated depreciation. Tangible assets are depreciated in each accounting period on a straight-line basis, using economic/technical rates determined by the residual life of the assets. Routine maintenance costs are recognised in profit or loss when they are incurred. The replacement costs of identifiable components of complex assets are allocated to the assets and depreciated over their useful lives. The residual carrying amount of the component being replaced is recognised in profit or loss. Improvements to third-party assets are recognised in property, plant and equipment depending on the nature of the cost incurred; the depreciation period corresponds to the lesser of the residual useful life of the tangible asset and the residual period of the rental contract. The depreciation rates applied are listed below: - Office furniture and machinery 12% - Exhibition furniture and equipment 27% - Catering equipment 25% - Sundry machinery and equipment 15% - Motor vehicles 20% - Electronic machines 20% - Plant and machinery 10% - Telephone systems 20% - Alarm systems 30% - Furnishings 12% If there is any indication of impairment, the tangible assets are subject to an impairment test as described in the section on the impairment of assets. Intangible assets An intangible asset is recognised in accounts only if it is identifiable, controllable, expected to generate future economic benefits, and if its cost can be reliably measured. Goodwill and intangible assets with an indefinite useful life Goodwill arising from business combinations is initially recognised at the consideration on the acquisition date, as indicated in the paragraph above on business combinations and allocated, for purposes of the impairment test to the cash-generating units (or group of cash-generating units) which benefit from the synergies deriving from the acquisition that generated the goodwill. After initial recognition in accounts, goodwill is measured at cost less any impairment stemming from 179

182 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT the impairment tests (see the section on impairment of assets). An intangible asset is considered to have an indefinite useful life when no limit can be foreseen to the period during which the asset can generate financial inflows. Intangible assets with an indefinite useful life, such as goodwill, are not subject to amortisation. Intangible assets with a finite useful life Intangible assets with a finite useful life are measured at purchase or production cost, including any contingent costs, and systematically amortised on a straight-line basis over their estimated useful life. If there is any indication of impairment, the intangible assets are subject to an impairment test as described in the section on the impairment of assets. Industrial patents and rights for the use of intellectual property, licenses, and concessions are amortised over a period of three years and information systems are amortised over five years from the year in which the cost is incurred. Trademarks of exhibitions are amortised based on a useful life of between ten and twenty years, estimated on the basis of the competitive dynamics of the industry and of a comparison with the methods used by the leading Italian and foreign competitors. Research costs are recognised at the time they are incurred. In compliance with IAS 38, development costs relating to specific projects, including the launch of new exhibitions, are capitalised when it is probable that the project will be completed and generate future economic benefits and when such costs can be reliably measured. Their cost is amortised from the point when the asset is ready for use on a straight line basis over its useful life. The carrying value of costs is reviewed annually at the end of the reporting period or more often if there are any particular reasons for doing so, to analyse the fair value and ascertain any indication of impairment. Impairment of assets Goodwill and other intangible assets with an indefinite life are tested for impairment at least annually at the end of the reporting period, or more often if there are any indications that an asset has been impaired. Tangible and intangible assets with a finite life, which are subject to depreciation and amortisation, are tested for impairment only when there are indications of impairment. The recoverable amount of the asset is assessed by comparing the carrying value with the higher of the net selling price of the asset and its value in use. Net selling price is the amount obtainable from sale of an asset in a transaction between independent, informed, and willing parties, less the costs of disposal. In the absence of binding agreements, it is necessary to use the prices expressed by an active market, or the best information available taking into account factors such as recent transactions for similar assets completed in the same business segment. The value in use is the discounted present value of future cash flows. The cash flows expected to arise from the asset or the cash-generating unit and from its sale at the end of its useful life are discounted using a weighted average cost of capital of an entity having a similar risk profile and level of indebtedness. With the exception of goodwill, when the impairment of an asset no longer exists or decreases, the carrying value of the asset is reinstated only up to the new estimate of recoverable value. The reinstated value cannot exceed the value that would have been measured if there had been no impairment. Reversal of an impairment loss is recognised in profit or loss. 180

183 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Leased assets There are two types of leases: finance leases and operating leases. A lease is considered a finance lease when it transfers a significant and substantial part of the risks and rewards associated with the ownership of the asset to the lessee. Given this, as determined by IAS 17 ( Leases ), a leasing contract is considered a finance lease when the following factors are individually or jointly present: - the lease transfers ownership of the asset to the lessee by the end of the lease term; - the lessee has the option to purchase the asset at a price that is expected to be sufficiently lower than fair value at the date the option becomes exercisable such that, at the inception of the lease, it is reasonably certain the option will be exercised; - the lease term covers most of the economic life of the asset, even if title is not transferred; - at the inception of the lease, the present value of minimum lease payments amounts substantially to the fair value of the leased asset; - the leased assets are of such a specialised nature such that only the lessee can use them without major modifications being made. Assets available to Fiera Milano SpA under leasing contracts that can be considered finance leases are recognised as tangible or intangible assets at the lower of their value at the date acquired or the net current value of the minimum charges under the contract amortised over their estimated useful life; the corresponding liability to the lessor is recognised in equity as a current or noncurrent financial liability depending on whether the contract expires within or beyond twelve months. Lease payments are subdivided into principal, which is taken against financial liabilities, and interest, which is recognised in profit or loss under financial expenses. The charges for operating leases are recognised in profit or loss pro-rata temporis for the duration of the contract. Financial assets In accordance with the requirements of IAS 39 and 32, financial assets are classified under the following four categories: 1. Financial assets at fair value through profit and loss; 2. Held-to-maturity (HTM) investments; 3. Loans and receivables; 4. Available-for-sale (AFS) financial assets. Classification depends on the purpose for which assets are purchased and held. Management decides on their initial classification at the time of their initial recognition in the accounts, subsequently checking this classification at the end of each reporting period. Financial assets are initially recognised at cost, which is equal to fair value plus contingent transaction costs. Subsequent measurement depends on the type of instrument concerned. Financial assets at fair value shown in the income statement, which include held-for-trading (HFT) financial assets and financial assets designated as such at the time of initial recognition, are classified among current financial assets and measured at fair value, with the gains or losses stemming from this valuation recognised in profit or loss. 181

184 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Held-to-maturity investments are classified under current financial assets if they mature in less than 12 months and among non-current financial assets if maturity exceeds that period, and are subsequently valued at amortised cost. The latter is calculated using the effective interest rate method, taking into account any purchase discounts or premiums and spreading them over the entire period up to maturity, less any impairment. Loans and receivables are valued at amortised cost using the effective interest method. At the end of each reporting period, the companies belonging to the Group measure the realisable value of these receivables taking account of estimated future cash payments or receipts through their expected life. Available-for-sale financial assets are recognised as non-current assets, unless they are to be divested within twelve months of the end of the reporting period, and are measured at fair value. Losses or gains on available-for-sale financial assets are recognised in other comprehensive income and aggregated in a specific equity reserve, until they are sold, recovered or otherwise derecognised. When there is an indication of impairment in an available-for-sale financial asset and there is objective evidence of this, the cumulative gain or loss that was recognised in other comprehensive income is reclassified from equity to profit or loss for the period as a reclassification adjustment even if the financial asset has not been eliminated. Investments After initial recognition in accounts, equity investments in subsidiaries and associate companies are valued at cost less any loss of value stemming from impairment testing. In accordance with the requirements of IAS 32 and IAS 39, investments in companies other than subsidiaries and associates are classified as AFS (available-for-sale) and are measured at fair value except for when fair value cannot be determined; in such cases, the cost method is used. Gains and losses stemming from adjustments of value are recognised in other comprehensive income, aggregated in a specific equity reserve. When there is an indication of impairment in an available-for-sale financial asset and there is objective evidence of this, the cumulative loss that was recognised in other comprehensive income is reclassified from equity to profit or loss for the period as a reclassification adjustment even if the financial asset has not been eliminated. Inventories Inventories are valued at the lower of purchase or production cost, including contingent costs, calculated using the FIFO method, and the presumable net realisable value based on market trends. Inventory consists mainly of outstanding costs relating to activities in future accounting periods. Cash and cash equivalents Cash and cash equivalents comprise cash on hand, bank demand deposits and cash investments with an original maturity of not more than three months. The definition of cash and cash equivalents in the Statement of Cash Flows is the same as that of the Statement of Financial Position. 182

185 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Assets and liabilities held for sale This category includes assets and liabilities (or assets and liabilities in a disposal group/discontinued operations) where the carrying value will be recovered primarily through a sale rather than through continued utilisation. For this to happen, the following conditions must be met: - the assets (or disposal groups) must be available for immediate sale in their present condition. - the sale must be highly probable, i.e. the company must be committed to a programme for their disposal; activities to identify a buyer must have been initiated; and completion of the sale must be scheduled to take place within one year of the date of classification in this category Assets held for sale are measured at the lower of their net carrying value and their fair value less costs to sell. If an asset that is depreciated or amortised is reclassified to this category, the depreciation or amortisation process is discontinued at the time of reclassification. In compliance with IFRS 5, data relating to discontinued operations are presented as follows: - in two specific entries in the statement of financial position: Held-for-sale assets and Held-forsale liabilities; - in a specific income statement entry: Net income/ (loss) for the period from discontinued operations. Equity Treasury shares The par value of treasury shares is deducted from share capital and any amount in excess of par value is deducted from the share premium reserve. Under IAS/IFRS regarding the acquisition of treasury shares, the nominal value of the shares is deducted from share capital while the difference between the nominal value and the acquisition value is taken against the share premium reserve. Regarding the sale of treasury shares, the share capital and the share premium reserve are reconstituted by the same amounts that they were reduced when the shares were acquired while any profit/loss from the sale are recognised in equity with no impact on profit or loss. The shares taken as the reference for the calculation of profit/loss on disposal are selected using the FIFO method. Costs for capital transactions Costs directly attributable to capital transactions are recognised as a direct reduction of equity. Trade payables, tax liabilities, pre-payments, and other liabilities Payables, advances and other liabilities are initially recognised at fair value. After that, they are measured at amortised cost. Payables are derecognised when underlying financial obligations have been discharged. If they have a due date in excess of twelve months, liabilities are discounted to present value using an interest rate reflecting market assessments of the time value of money and specific risks connected with the liability concerned. Discounting interest is classified in financial expense. 183

186 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Derivative instruments A derivative or any other contract with the following characteristics is classified as a financial instrument and consequently fair-valued at the end of each accounting period: (i) its value changes in response to the change in an interest rate, the price of a financial instrument, a commodity price, a foreign-exchange rate, a price or rates index, creditworthiness, or another pre-established underlying variable; (ii) it requires no net initial investment or, if initial investment is required, one that is smaller than would be required for a contract from which a similar response to changes in market factors would be expected; (iii) it is settled at a future date. The effects of fair-value measurement are recognised in the income statement as financial income/expense. Provisions for risks and charges Provision is made for risks and charges when the Company must meet a present obligation (legal or constructive) stemming from a past event, the amount of which can be reliably estimated and for settlement of which an outflow of resources is probable. If expectations of resource outflow go beyond the next financial year, the obligation is recognised at its present value by discounting future cash flows at a rate that also considers the time value of money and the liability s risk. Risks for which manifestation of a liability is only possible, not probable, are shown in the paragraph, disclosure on guarantees given, undertakings and other contingent liabilities, and no provisions are made for these. Bank borrowings and other financial liabilities Financial liabilities are initially recognised at cost as represented by the fair value of the funds received net of related costs incurred to receive the loan. After initial recognition, borrowings are measured according to amortised cost calculated using the effective interest rate. Amortised cost is calculated taking into account issuance costs and any discount or premium envisaged at the time of settlement. Employee benefits Employee benefits paid out upon or after cessation of the employment relationship consist mainly of employee severance indemnities [trattamento di fine rapporto or TFR], which are governed by Article 2120 of the Italian Civil Code. In accordance with IAS 19, employee severance indemnities are considered a defined-benefit plan, i.e. a plan consisting of benefits provided after cessation of employment, which constitutes a future obligation for which the Company assumes actuarial risks and related investments. As required by IAS 19, the Company uses the projected unit credit method to determine the present value of its defined-benefit obligations and the related current service costs. This calculation requires the application of objective and mutually compatible actuarial assumptions concerning demographic variables (mortality rate, employee turnover) and financial variables (discount rate, future increases in salary levels). Fiera Milano SpA has opted for immediate recognition in the profit or loss of any gains or losses stemming from changes in actuarial assumptions without using the corridor method, which allows recognition in the profit or loss (based on expected average residual working life of employees) of the cumulative net value of actuarial gains and losses that exceed 10% of the highest between any assets servicing the plan and the present value of the obligation at the end of the reporting period. From 1 January 2007, following social security reform, cumulative employee severance indemnities had to be allocated to pension funds, to the INPS treasury fund, or, in the case of companies with fewer than 50 employees, may remain within the company as had been done in previous years. Employees were given the option until 30 June 2007 to choose the destination of their severance indemnities. 184

187 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments In that regard, the allocation of accumulating employee severance indemnities to pension funds or to INPS means that a portion of these indemnities will be classified as a defined-contribution plan in that the company s obligation is solely the payment of contributions either to the pension fund or to INPS. The liability related to past severance indemnities continues to be a definedbenefit plan to be measured on an actuarial basis. Termination benefits not included in the employee severance indemnities (TFR) are recognised as liabilities and employee expenses when the enterprise is demonstrably committed to terminate the employment of an employee or group of employees before the normal retirement date or provides termination benefits as a result of an offer made in order to encourage voluntary redundancy. The benefits owed to employees for termination of their employment do not give any future economic benefits to the enterprise and are therefore recognised immediately as a cost. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits associated with the sale of goods or rendering of services will flow to the Company and the relevant amount can be measured reliably. Revenues are posted at the fair value of the consideration received or receivable, taking into account any trade discounts and quantity-based reductions granted. Regarding the sale of goods, revenue is recognised when the Company has transferred the significant risks and rewards of ownership to the buyer. Regarding the sale of services, revenue is recognised when the service is supplied. Consistent with the requirements of IAS 18 paragraph 25, in the case of revenues for the supply of services relating to exhibitions and congresses, these are recognised when the exhibitions and congresses actually take place, because it is during the actual exhibition/congress that most of the related costs are borne. When it is probable that the total costs of an exhibition will exceed its total revenues, the expected loss is recognised as a cost in a specific provision. Operating costs Costs are recognised when they relate to goods and services sold or used in the period or on an accrual accounting basis when their future usefulness cannot be precisely identified. Personnel expenses also include the fixed and variable remuneration of directors. Costs that are not eligible for capitalisation in the Statement of Financial Position are recognised in profit or loss in the period in which they are incurred. Other income This item has a residual nature and includes grants and subsidies. In particular, the recovery of costs incurred by the controlling shareholder Fondazione Fiera Milano for development initiatives and projects and for the anti-crisis measures taken by the Group fall into this category. This type of other income for the development and support of the exhibition business managed by Fiera Milano SpA and aimed at supplying, through Fiera Milano SpA itself, direct support to those involved in the sector is neither a capital facility or a payment made by Fondazione Fiera Milano as a shareholder; therefore, in accordance with international accounting standards it has been recognised in income in the financial year it was received. 185

188 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Financial income and expenses Financial income and expenses are recognised in accounts based on timing that considers the effective yield/expense of the asset/liability concerned. Income Tax Income taxes are recognised according to estimated taxable income in compliance with current tax rates and regulations. Income taxes are recognised in profit or loss, except for those relating to items recognised outside profit or loss, in which case the tax effect is recognised in equity. Deferred taxes are measured according to the taxable temporary differences existing between the carrying amounts of assets and liabilities and their tax base and are classified among non-current assets and liabilities. Deferred tax assets are recognised to the extent that there is likely to be sufficient future taxable income against which the positive balance can be utilised. The carrying amount of deferred tax assets is subject to review at the end of the reporting period. Deferred tax assets and liabilities are measured according to the tax rates that are expected to be applied in the period when the deferrals materialise, considering the tax rates in force or those that are scheduled to come into force subsequently. Current and deferred tax assets and liabilities are offset only when they are levied by the same taxing authority and when there is a legal right to settle on a net basis. Further information on the tax consolidation may be found in Note 38. Foreign currency transactions Transactions in foreign currencies are recorded at the current exchange rate in force on transaction date. Monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate in force at the end of the reporting period. Foreign exchange differences generated by the extinction of monetary items or their translation at different exchange rates from those at which they were translated at the time of initial recognition in the period, or in previous periods, are recognised in profit or loss. Foreign exchange differences are recognised in financial expenses and income. Dividends Dividend revenues are recognised when the shareholders right to receive payment has been established. This is normally the date of the Annual General Meeting that approves the dividend distribution. Use of estimates Preparation of financial statements and related notes using IFRS requires estimates and assumptions to be made that affect the amounts of assets and liabilities in the Statement of Financial Position and disclosures concerning potential assets and liabilities at the end of the reporting period. Actual results may differ from these estimates. Estimates are used to recognise provisions for doubtful accounts, depreciation & amortisation, employee benefits, taxes, and other provisions and reserves, as well as any adjustments to asset value. Estimates and assumptions are reviewed regularly and the effects of any change are immediately recognised in profit or loss. Concerning the use of estimates of financial risk, reference should be made to the specific paragraph in the Explanatory Notes to the Financial Statements, whilst it should be noted that the valuation of the provision for risks refers to the best information available at the end of the reporting period. Fiera Milano SpA paid particular attention in carrying out the impairment tests on the intangible assets with indefinite useful life and, in particular, goodwill and investments in the Financial 186

189 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Statements at 31 December In this context, Fiera Milano SpA and its subsidiaries have prepared preliminary drafts of the business plans, except in the case of Fiera Milano SpA and Nolostand SpA, where the business plans cover five years, and Fiera Milano Media SpA, which has a six-year business plan. These plans provided the basis for calculating the value in use of the goodwill of each investment using the discounted cash flow (DCF) method. The results obtained from the impairment tests on the goodwill in Fiera Milano SpA were positive despite the use of prudent criteria (discount rate applied to cash flows, growth rate of the business, average future result to calculate the terminal value). The impairment tests on investments indicated a need to take an impairment charge on the investment in Fiera Milano India Pvt Ltd. Further details are given in Note 4. The external and internal information sources described in paragraphs of IAS 36, which are to ascertain any indication of impairment, were used on the trademarks to which Fiera Milano SpA attributes a defined useful life. The trademark Transpotec & Logitec was considered to have suffered impairment due to the recent deterioration in the forecasts for the exhibition scheduled for 2013 and the provision made for the losses expected to be generated by the exhibition. The impairment test on the Transpotec & Logitec trademark, deemed necessary because of the aforementioned indications, showed that the recoverable amount of the trademark was lower than the carrying value. Consequently, the carrying value was adjusted to bring it in line with the recoverable value. Further details are given in Note 3. Extraordinary transactions in the financial period On 22 May 2012, the merger by incorporation of the 100%-owned subsidiary TL.TI Expo SpA into the Parent Company Fiera Milano SpA was finalised. The merger was approved by the Board of Directors on 27 January The decision on the merger was taken in accordance with the provisions of Article 2505 of the Italian Civil Code and Article 17 of the Articles of Association of Fiera Milano SpA. The merger, which had legal effect from 1 June 2012, was done without an exchange of shares as the company being incorporated was already 100% owned by Fiera Milano SpA. On 17 January 2012, as part of this transaction, Fiera Milano SpA had acquired the outstanding shareholding of 11.69% of TL.TI Expo SpA from the shareholders, Fimak Srl, Mr Pierantonio Macola and Mr Ferruccio Macola. IFRS 3 Business Combinations does not normally apply to the merger by incorporation of entirely owned subsidiaries as the combination of the assets does not involve any economic exchange with third-parties nor constitute an acquisition in the economic sense. In the absence of an IFRS governing this type of transaction, a merger by incorporation of a company by its parent follows the guidance given in the Assirevi Preliminary Opinions on IFRS (OPI 2). Under this guidance, in mother-daughter mergers by incorporation, where the shareholding in the incorporated entity is 100%, the accounting principle of continuity should be applied. Application of the accounting principle of continuity results in the recognition of the assets and liabilities that are the object of the combination at the carrying values of the consolidated financial statements of the incorporating entity without recognising values that are higher than those in the consolidated financial statements or recognising a higher amount of goodwill since the merger does not give rise to any economic exchange. 187

190 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The effective fiscal and accounting date of the merger was 1 January The merger deficit deriving from the transaction described above is the difference between the considerations paid for the investments in the incorporated company recognised in the financial statements of the entity incorporating it and the equity of the incorporated company in the consolidated statement of financial position of the entity incorporating the company at 1 January 2012: ( '000) TL.TI Expo SpA TL.TI Expo SpA equity on 1 January ,028 Investment in Fiera Milano SpA 4,165 Merger deficit on 1 January ,137 OPI 2 requires that the accounting effect of the merger be backdated to the start of the preceding financial year so as to provide comparable data for the financial year in which the merger by incorporation took place. This requires the accounting effect of the merger to be backdated to the preceding financial year also for the costs and revenues of the incorporated company in order to provide comparative data to be shown in the financial statements of the current financial year. The accounting presentation required by OPI 2 is purely for information purposes: it requires that the statement of financial position of the incorporating entity for the financial year prior to the financial year in which the merger is effective is shown, for comparative purposes, and is prepared assuming that the merger took place in that financial year; in other words, it is assumed that the incorporated company had already ceased to exist in the financial year prior to that in which the merger became effective. In order to ensure the completeness of the information under the accounting principle of continuity and in accordance with Assirevi Preliminary Opinions (OPI 2) on IFRS, the merger deficit for TL.TI Expo SpA was calculated from the start of the preceding financial year and shown for comparative purposes in the financial statements at 31 December 2012: ( '000) TL.TI Expo SpA TL.TI Expo SpA equity on 1 January ,398 Investment in Fiera Milano SpA 3,885 Merger deficit (under OPI2) -487 The difference between the merger deficit at 1 January 2012 and the deficit calculated for the start of the preceding financial year, shown for comparative purposes with the financial statements at 31 December 2012 is the same as that of TL.TI Expo SpA at 31 December At the start of the preceding financial year, the shareholding in TL.TI Expo SpA was 88.31%. A summary of the main entries in the statement of financial position at 31 December 2011 of the incorporated company as recognised in the consolidated statement of financial position of the company that incorporated it are given below: 188

191 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments ( '000) Non-current assets Property, plant and machinery 1 Goodwill and intangible assets with an indefinite useful life 21 Intangible assets with a finite useful life 5,857 Total 5,879 Current assets Trade and other receivables -1,230 Inventories 60 Total -1,170 Non-current liabilities Provision for risks and charges and other non-current liabilities 1,418 Total 1,418 Current liabilities Payables to suppliers 154 Provision for risks and charges and other current liabilities 183 Total 337 Elimination of investments 4,165 Merger deficit 1,137 Cash flow from merger 74 The effects of these transactions are described in the Explanatory and Supplementary Notes to the Financial Statements. 189

192 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Notes to the Financial Statements STATEMENT OF FINANCIAL POSITION ASSETS NON-CURRENT ASSETS 1) Property, plant and equipment The breakdown and changes in the last two financial years were as follows: Property, plant and equipment ( '000) Balance at Changes during the financial year Balance at 31/12/10 Effect of Incr. Decr. Depr. Impairment Reclassification Other 31/12/11 non-recurring transactions changes Buildings. historic cost depreciation Net Plant and machinery. historic cost 13, , ,480. depreciation 6, , ,205 Net 6,287-1,216-1, ,275 Industrial and commercial equipment. historic cost 11, ,649. depreciation 10, ,249 Net Other assets. historic cost 22,932 2, ,657. depreciation 14,749 2, , ,886 Net 8, , ,771 Total property, plant and equipment. historic cost 48,257 2,523 2,224 1, ,786. depreciation 33,415 2,287-1,168 3, ,340 Net 14, , , ,

193 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Property, plant and equipment Balance at 31/12/11 Effect of non-recurring transactions Changes during the financial year Incr. Decr. Depr. Impairment Reclassification Other changes ( '000) Balance at 31/12/12 Plant and machinery. historic cost 14, ,566. depreciation 8, , ,577 Net 6, , ,989 Industrial and commercial equipment. historic cost 11, ,745. depreciation 11, ,419 Net Other assets. historic cost 25, ,032. depreciation 18, , ,284 Net 6, , ,748 Total property, plant and equipment. historic cost 51, ,343. depreciation 38, , ,280 Net 13, , ,063 The breakdown and changes in the last two financial years were as follows: Plant and machinery This entry was Euro million net of depreciation of Euro million for the year and was for electric and thermal plant and security and audiovisual systems. The total increase of Euro million was mainly for the Rho exhibition site. Industrial and commercial equipment This was Euro million net of depreciation of Euro million for the year and was mainly for equipment and furnishings related to exhibition activities. The total increase of Euro million was for the purchase of furniture and equipment related to exhibition activities in the Rho exhibition site. Other assets This item was Euro million net of depreciation of Euro million for the financial year and was for electronic equipment, furnishings, equipment, and transport vehicles. The total increase of Euro million was Euro million for electronic equipment, furniture and fittings and Euro million for improvements made to assets belonging to Fondazione Fiera Milano, which were the responsibility of the Company under existing leases. The effect of the non-recurring transactions net of depreciation was Euro million for the merger by incorporation of the 100%-controlled company TL.TI Expo SpA into the Parent Company Fiera Milano SpA. The depreciation of costs for improvements to third-party assets is calculated on the basis of the residual duration of the lease contracts for fixed assets. The entry, property, plant and equipment included investments in the financial period of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note

194 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT 2) Goodwill and intangible assets with an indefinite useful life Details of the amounts and changes in the last two financial years were as follows: Goodwill and intangible assets with an indefinite useful life Balance at 31/12/10 Effect of non-recurring transactions Changes during the financial year Incr. Decr. Impairment Reclassification Other changes ( '000) Balance at 31/12/11 Goodwill. historic cost 42,630 40, ,060. depreciation 12, ,789 Net 29,841 40, ,271 Total. historic cost 42,630 40, ,060. depreciation 12, ,789 Net 29,841 40, ,271 Goodwill and intangible assets with an indefinite useful life ( '000) Balance at Changes during the financial year Balance at 31/12/11 Effect of Incr. Decr. Impairment Reclassification Other 31/12/12 non-recurring transactions changes Goodwill. historic cost 83, ,933. depreciation 12, ,789 Net 70, ,144 Total. historic cost 83, ,933. depreciation 12, ,789 Net 70, ,144 The amounts and changes of the different items in the last financial year were as follows: Goodwill Goodwill totalled Euro million. Goodwill of Euro million was initially recognised in the Statement of Financial Position following the contribution by Fondazione Fiera Milano of the exhibition entity on 17 December In the 2011 financial year, it increased by Euro million due to the merger by incorporation of the 100%-controlled company Rassegne SpA into its parent company Fiera Milano SpA and a further Euro million following the acquisition of the business division, Information Communication Technology, from the subsidiary Expopage SpA. On 22 May 2012 the merger by incorporation of the 100% owned company, TL.TI Expo SpA, into the Parent Company Fiera Milano SpA was finalised; further details of this transaction are given in the section on Investments. In accordance with IAS 8 and the interpretations of Assirevi OPI 2, Fiera Milano SpA recognised a merger surplus using value continuity compared to the goodwill in the consolidated financial statements at 1 January 2012, the date to which the accounting of the merger effects were backdated; as a result of this transaction goodwill rose by Euro million. The decrease of Euro million in the period under review refers to the acquisition of the business division F&M Fiere & Mostre Srl in 2009 and to the adjustment to the final transaction consideration made as a result of the failure to reach the targets for the 2012 edition of the exhibition. 192

195 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments As stated in the section on Valuation Criteria, goodwill is not amortised but is tested for impairment at the end of the reporting period or more often if there are any indications of impairment. Further information on the process for carrying out the impairment tests in 2012 is given in the section on the use of estimates. The realisable value of the cash generating units (CGUs), to which individual goodwill was attributed, is verified by determining the value in use. For Fiera Milano SpA, each individual exhibition is a cash-generating unit. In order to avoid using arbitrary allocation criteria, for the impairment tests goodwill was allocated on the basis of appropriate groupings that reflect the new strategic vision of the company as well as how the goodwill was generated. The goodwill allocations are as follows: - the directly organised exhibition cash-generating unit: this comprises the cash generating units of the exhibitions directly organised by Fiera Milano SpA. The goodwill allocated to this group was Euro million and was the goodwill generated by the acquisition of companies that organise exhibitions that were subsequently merged with Fiera Milano SpA through various merger transactions; - The exhibition cash-generating unit group: this comprises the cash generating units of all the exhibitions of Fiera Milano SpA. The goodwill allocated to this group was Euro million of which Euro million was the goodwill coming from the contribution of the exhibition entity by Fondazione Fiera Milano to Fiera Milano SpA on 17 December 2001; Euro million was goodwill deriving from the acquisition by the Parent Company of the Information Communication Technology business division of its subsidiary Expopage SpA. The method used is that of discounted cash flow, based on the business plan approved by the Board of Directors. Cash flow projections beyond the time horizons of the respective business plans are generally calculated using the average gross operating profit of the last two years of the plan and reconstructing a normalised cash flow without considering changes in working capital and including maintenance and replacement costs. For the directly organised exhibition cashgenerating unit the cash flow used to calculate the terminal value was lower than that in the business plan in order to exclude the uncertainty of the forecasts, which were considered incompatible with a prudent calculation of value in use. It should be noted that the terminal value is calculated as a perpetuity obtained by capitalising the average net cash flows, as described above, at a WACC (Weighted Average Cost of Capital) of 8.28% and assuming a growth rate of 1.5%. The following were used to calculate the WACC: a risk-free rate of 4.78%, a risk premium of 6.8% and a pre-tax cost of debt of 4.5% with a weighting of debt/invested capital of 40%. In calculating the risk premium (6.8%), the following were taken into account: (i) a market risk premium of 6.0%, the four-yearly difference between the yield of the equity market and that of long-term Government bonds; (ii) a 1.14 levered beta which measures the specific risk of the Company relative to the average of the market and also takes into account the current level of Group debt. 193

196 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Sensitivity analyses were carried out by varying the WACC (+0.5%) and the forecast operating cash flows (-10%) with positive results except in the case of the goodwill in the exhibitions cashgenerating unit of Fiera Milano SpA. A decline in 10% of the cash flows indicated an impairment of Euro million. However, it should be noted that the cash flows used to calculate the terminal value of this cash-generating unit were calculated on a prudent basis: they did not include part of the cash flows in the business plan, as their uncertainty was considered incompatible for calculating the value in use. 3) Intangible assets with a finite useful life The breakdown and changes in the last two financial years were as follows: Intangible assets with a finite useful life ( '000) Balance at Changes during the financial year Balance at 31/12/10 Effect of Incr. Decr. Amort. Impairment Reclassification Other 31/12/11 non-recurring transactions changes Industrial patents and intellectual property rights. historic cost 23,017 3,367 2, ,755. amortisation 20,138 2, , ,067 Net 2, , , ,688 Concessions, licenses and similar rights. historic cost 2, ,591. amortisation 1, ,119 Net Trademarks. historic cost , ,707. amortisation 55 2, ,773 Net , ,934 Development costs. historic cost amortisation Net Intangible assets in progress. historic cost amortisation Net Total intangible assets with a finite useful life. historic cost 25,874 19,392 2, ,377. amortisation 21,758 5, , ,283 Net 4,116 14,115 2, , ,

197 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Intangible assets with a finite useful life ( '000) Balance at Changes during the financial year Balance at 31/12/11 Effect of Incr. Decr. Amort. Impairment Reclassification Other 31/12/12 non-recurring transactions changes Industrial patents and intellectual property rights. historic cost 28,755-2, ,145. amortisation 25, , ,291 Net 3,688-2,390-2, ,854 Concessions, licenses and similar rights. historic cost 2, ,620. amortisation 2, ,432 Net Trademarks. historic cost 15,707 6, ,533. amortisation 2,773 1, ,201 2, ,166 Net 12,934 5, ,201 2, ,367 Development costs. historic cost amortisation Net Total intangible assets with a finite useful life. historic cost 47,377 6,994 3,232 1, ,298. amortisation 30,283 1, ,738 2, ,889 Net 17,094 5,858 3, ,738 2, ,409 The amounts and changes of the different items in the last financial year were as follows: Industrial patents and intellectual property rights These were Euro million net of amortisation for the year of Euro million. The Euro million total increase includes Euro million for reclassification of fixed assets under construction that refers mainly to capitalised costs for functional upgrades to the information management system and Euro million for the implementation of other projects and the purchase of software licences with no time limits on their use. Amortisation is calculated on the estimated useful life of the asset, which is five years for the information system and three years for the management reporting system, other projects and software. Concessions, licences and similar rights This entry was Euro million net of amortisation for the year of Euro million; the Euro million increase was for the purchase of time-limited software licences. Time-limited software licences are amortised over a period of three years. Trademarks This item totalled Euro million net of amortisation for the year of Euro million and the breakdown was as follows: 195

198 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT - BIT Euro million; - Transpotec & Logitec Euro million; - Host Euro million; - Milanovendemoda Euro million; - Fluidtrans Compomac Euro million; - Bias Euro million; - Festivity Euro million; - Miart Euro million; - La Campionaria Euro million; - BtoBio Expo Euro million; - Tuttofood Euro million; - Enermotive Euro million; - Livinluce Euro million; - Altri Euro million. Changes compared to the preceding financial year were as follows: - Euro million for Transpotec & Logitec following the merger by incorporation of the 100%-owned company, TL.TI Expo SpA, into the parent company Fiera Milano SpA; at the end of the reporting period, the value was adjusted by Euro million as a result of the impairment test following an indication of impairment from the negative results of the 2013 edition of the exhibition; discounted cash flow is the methodology used to calculate the value in use and the useful life of the trademark was considered to be eight editions of the exhibition. The valuation was based on explicit forecasts for the first four editions of the exhibitions with a growth rate of 2.5% in the cash flows from the fifth to the eighth editions of the exhibition. The discount rate was the WACC (weighted average cost of capital) of 8.28%. Further details on how the WACC is calculated are given in Note 2 above to the Statement of Financial Position; - Euro million for the concession of the exclusive right to use the Festivity trademark. This right has been conceded for five annual editions of the exhibition, starting with the 2013 edition and ending with the 2017 edition when the contract provides the option to acquire the trademark. Under IAS 17, this transaction has been classified as a finance lease as all the risks and benefits deriving from ownership of the trademark have been transferred; however, under the principle of the prevalence of substance over form, the fair value of the trademark was recognised in assets with a corresponding increase in financial payables. The net carrying amount of the asset is Euro million while the future payments under the lease total Euro million and the resulting implicit interest rate is 3%. The current value of the minimum future payment under the lease is Euro million for expiry after one year whilst that for expiry between one and five years is Euro million. There were no such rental payments on finance leases in the 2012 financial year; 196

199 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments - Euro million for the acquisition of the BtoBio Expo trademark; - Euro million for the sale of the Richmac trademark. The exhibition trademarks are amortised over a useful life of between ten and twenty years. The calculation of the useful life of each trademark is done by determining its continuous presence on a given reference market, its competitive position and its operating profitability. The analyses revealed good prospects for the continuity of the exhibitions and therefore a long-term useful life. The data from the analyses was consistent with the estimates of useful life made by the main competitors in the exhibition sector. The entry for intangible fixed assets with a finite useful life included no related-party transactions (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). 4) Investments The breakdown and changes in this entry were as follows: EQUITY INVESTMENTS ( '000) % held Book value Changes during the financial year Book value 31/12/12 31/12/11 Incr. Decr. Effect of non-recurring transactions Reclassification Revaluations Write-downs 31/12/12 Equity investments in subsidiary companies Fiera Milano Congressi SpA 100% 12, ,200 Fiera Milano Media SpA 100% 29, ,305 Nolostand SpA 100% 13, ,390 TL.TI Expo SpA - 3, , Cape Gourmet Food Festival Pty Ltd 75% - 5, ,071 Eurofairs International Consultoria e Partipações Ltda 100% 10,000 2, ,300 Fiera Milano India Pvt Ltd 100% Fiera Milano Interteks Uluslararasi Fuarcilik A.S. 60% - 2, ,341 Limited Liability Company Fiera Milano 100% Total 69,641 9, , ,360 Equity investments in joint-ventures Hannover Milano Global Germany GmbH 49% 11, ,990 Milan International Exhibitions Srl 20% Total 11, ,209 Total equity investments 80,765 10, , ,569 The value of investments is shown net of depreciation. The amount and changes in investments is described below. On 17 January 2012, Fiera Milano SpA acquired the outstanding stake of 11.69% of TL.TI Expo SpA from the shareholders, Fimak Srl, Mr Pierantonio Macola and Mr Ferruccio Macola, of for a consideration of Euro million. As a result of this transaction the percentage owned by the Company rose from 88.31% to 100%. On 22 May 2012, the merger by incorporation of the 100%-owned subsidiary TL.TI Expo SpA into the Parent Company Fiera Milano SpA was finalised. The merger followed the approval given by the Board of Directors on 27 January The decision on the merger was taken by the Board of Directors in accordance with the provisions of Article 2505 of the Italian Civil Code and Article 17 of the Articles of Association of Fiera Milano SpA. The merger was done without an exchange of shares as the company being incorporated was already 100% owned by Fiera Milano SpA. Fiera Milano SpA assumed the assets, liabilities and equity of the incorporated company and cancelled the investment value of Euro million against the equity of the incorporated company. 197

200 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT On 31 August 2012, the Company acquired 75% of Cape Gourmet Food Festival PTY Ltd with a registered office in Westlake, South Africa. The company organises agrifood exhibitions in the food & beverage sector. The transaction consideration was million South African rand (Euro million), with a further two tranches of million South African rand (Euro million) to be paid over two years depending on the achievement of contribution margin targets for the 2012 and 2013 financial years by the Good Food & Wine Show. These will be reduced proportionally if the forecast targets for each year fail to be achieved. The estimated range of the potential future consideration (before calculation of the net present value) varies from zero if the results are more than 50% below the target to Euro million ( million South African rand). The fair value and the net present value of this component of the total consideration was calculated on the acquisition date and recognised as million South African rand (Euro million) given the probability that the targets would be achieved. At 31 December 2012, there was no change in the valuation of this potential future consideration. At the end of the reporting period, the residual amount of the consideration was calculated by measuring the net present value of the future cash flows at the transaction date and was recognised at Euro million. On 13 April 2012, Fiera Milano SpA paid a sum of Euro million on account for a share capital increase in Eurofairs International Consultoria e Participaçoes Ltda, so that the deferred amount for 2011 in the acquisition contract for Cipa FM could be paid. On 3 August 2012, the acquisition was finalised of 60% of Fiera Milano Interteks Uluslararasi Fuarcilik A.S., with a registered office in Istanbul. The company organises exhibitions in the beauty and personal care, homes and gardens, hospitality, sailing, and logistics sectors. The acquisition consideration was USD million (Euro million), of which USD million (Euro million) paid on 3 August 2012 and the remaining USD million (Euro million) was paid by the Company on 6 August 2012 as its share of a recapitalisation. The acquisition consideration was reduced by Euro million following the contractually agreed price adjustment procedure. On 31 May 2012, the fifth and final tranche of the final acquisition consideration under the purchase agreement for the equity investment in Hannover Milano Global Germany GmbH was paid. The agreed consideration was payable in five tranches of Euro million and was based on the forecast pre-tax profit in the business plan for the five-year period guaranteed by Deutsche Messe AG. During the financial year under review, the fourth tranche of the final acquisition consideration under the contribution agreement for the business division of the directly held exhibition activities in India was not paid as the pre-tax target for the 2011 financial year was not exceeded. The business division was contributed by Deutsche Messe AG to Hannover Milano Fairs India Pvt Ltd, a company controlled by Hannover Milano Global Germany GmbH, on 27 November The agreed consideration is payable in five different tranches of Euro million and was based on the forecast pre-tax profit of the business plan of the Indian company, guaranteed by Deutsche Messe AG, for the financial years. At the end of the reporting period, the value of the investment was adjusted down by Euro million as the pre-tax profit target for 2012 was not achieved. On 21 March, 5 July and 3 December 2012, Fiera Milano SpA paid a total of Euro million for future share capital increase of Milan International Exhibitions Srl. 198

201 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments The impairment tests carried out on the investments at the end of the reporting period showed that an adjustment of Euro million had to be made to the investment in Fiera Milano India Pvt Ltd. The method used is that of discounted cash flow, based on the business plans of each Group company and approved by their respective Boards of Directors. In the case of the Directly Organised Exhibitions, Exhibitions and Stand-fitting Services cash generating units, the business plans were extended out to 2017 to eliminate the Expo 2015 effect from the calculation of the terminal value. In the case of the Publishing and Digital Services and the Events and Training cash generating units, the cash inflows out to 2018 were taken into consideration in order to include the upgrading of the commercial offer of this unit to the change in the sector and the effects of the economic crisis on the publishing sector. The estimated cash flows beyond the time period of the business plans were calculated by taking the average gross operating margin of the last two years of the plans and estimating a normalised cash flow with no changes in working capital but including maintenance or replacement expenditure. It should be noted that the terminal value was calculated as a perpetuity obtained by capitalising the average net cash flows, as described above, at a discount rate that differs for the different reference countries of the cash-generating units and assuming a growth rate of 1.5% for the Italian cash-generating units and of 2% for the foreign cash generating units. The WACC (Weighted Average Cost of Capital) used for the Italian businesses was 8.28%. The following were used to calculate the WACC: a risk-free rate of 4.78% a risk premium of 6.8%, and a pre-tax cost of debt of 4.5% with a weighting of debt/invested capital of 40%. A rate net of taxes was applied to cash flows net of tax. In calculating the risk premium of 6.8%, the following were taken into account: (i) a market risk premium of 6.0%, the four-yearly difference between the yield of the equity market and that of long-term Government bonds; (ii) a 1.14 levered beta which measures the specific risk of Fiera Milano Group relative to the average of the market and also takes into account the actual level of Group debt. For the Brazilian cash-generating units a WACC of 11.65% was used, for the India cash generating unit the WACC used was 10.39% while that for the cash generating unit of the business of Hannover Milano Global Germany was 7.57%, which is the average of the interest rates for India and China weighted for the business volumes generated in the two countries. Sensitivity analyses were carried out by varying the WACC (+0.5%) and the forecast operating cash flows (-10%) with positive results in both cases except for the investment in Fiera Milano Media SpA where a 0.5% higher WACC gave a lower value of ca. Euro million and a 10% reduction in cash flows led to a lower value of ca. Euro million. 5) Trade and other receivables These were Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) of which Euro million with a duration exceeding five years. The breakdown was as follows: 199

202 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Trade and other receivables ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Other receivables from controlling shareholder 12,784 12,784 12,784 Other guarantees receivable Other Total 13,844 13,446 The entry included: 13,446 - a guarantee deposit of the Parent Company for the property leases on the two exhibitions sites of Rho and Milan for Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). This value equates to the quarterly rent under the two leases; - other guarantee deposits totalling Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). These referred almost totally to the guarantee deposit under the property lease contract for the Palazzo Italia project in Berlin. The value of Euro million equates to the quarterly rent under the contract; - other receivables of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). Euro million was a receivable for the Cartoomics trademark, due to be paid in two annual tranches in February 2014 and February 2015, and Euro million was for the sale of the Richmac trademark to be paid in three biennial tranches from December 2015 to December Trade and other receivables included Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note 39. CURRENT ASSETS 6) Trade and other receivables Trade and other receivables ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Receivables from clients 26,799 32,941 33,007 Trade receivables from subsidiaries 5,146 4,614 4,298 Trade receivables from subcompanies Trade receivables from associates Receivables from controlling shareholder for Group VAT Receivables from controlling shareholder for tax consolidation Receivables from subsidiaries for tax consolidation Other receivables 3,980 2,200 2,256 Other receivables from controlling shareholder 413 6,389 6,389 Prepaid expenses Prepaid expenses from controlling shareholder Prepaid expenses from subsidiaries Total 37,864 47,311 47,118 These were Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and included the following items: 200

203 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments - trade receivables of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) net of Euro million of provisions for doubtful receivables. They comprised receivables from organisers, exhibitors and others for services related to providing exhibition space and services for the exhibitions. The total for receivables was adjusted for the provision for doubtful receivables in order to bring the nominal value in line with the estimated recoverable value. During the financial year, the provision for doubtful receivables changed as follows: 31/12/11 Effect of non-recurring transactions ( '000) Provisions Uses 31/12/12 Provisions for doubtful receivables 5, , ,734 The increase reflects the belief that some receivables may prove difficult to recover. Use of the provision refers to receivables which, in the financial year under review, were found to be unrecoverable. - Trade receivables from subsidiaries of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). These were trade receivables payable at market conditions. The work was carried out and the services supplied as part of the organisation and management of the exhibitions and other events held in the exhibition venue. - Receivables from the controlling shareholder of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for the tax consolidation: this is the balance of payables and receivables included in the tax consolidation. - Other receivables for Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). These included receivables from employees of Euro million, receivables for IRES tax of Euro million, for IRAP tax of Euro million, other tax receivables of Euro million, receivables for tax credits on employee severance indemnities of Euro million, pre-payments to suppliers of Euro million, pre-payments to INAIL of Euro million, receivables from joint venture contracts of Euro million, and other current receivables of Euro million. - Other receivables from the controlling shareholder of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). The change compared to the preceding financial year was mainly due to the absence of the receivables from Fondazione Fiera Milano for its share in the anti-crisis actions and initiatives to combat the effects of the economic crisis on the exhibitions sector. - Accruals of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for insurance premiums and other accruals and for costs incurred in the financial year but pertaining to the following financial year. The entry for trade and other receivables included Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note

204 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT 7) Inventories This entry includes suspended costs of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for exhibitions to be held after 31 December Inventories ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Macef Primavera - Chibi&Cart 1, Tuttofood Miart Transpotec & Logitec Host Bit Other Total 3,277 1,071 1,131 The decrease was due to the promotional costs for the 2013 edition of Macef Primavera Chibi&Cart being paid in advance in the financial year under review; there was also an effect from costs that had been absent in the preceding financial year due to the different exhibition calendar. This entry includes Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note 39. 8) Current financial assets These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011) and the breakdown was as follows: Current financial assets ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Loans to controlling shareholder - 3,256 3,256 S/term loans to Group companies 1,210 3,130 2,093 Total 1,210 6,386 5,349 The entry includes the loan made to the subsidiary Fiera Milano Media SpA that expires on 22 March The interest payable is 3-month EURIBOR plus a spread of 300 bps. In the financial year under review Euro million of this loan was repaid. The change in financial receivable to the controlling shareholder is due to the current account held with Fondazione Fiera Milano, which, in the period under review, showed an overdraft and is now included in financial payables. This entire entry is a related-party transaction (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). Further details on related-party transactions are given in Note

205 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments 9) Cash and cash equivalents These totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and almost entirely comprised temporary cash held with banks. Cash and cash equivalents ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Bank and postal accounts 3,206 3,506 3,579 Cheques Cash and cash equivalents Total 3,214 3,601 3,675 The financial flows compared to those at 31 December 2011 pro-forma are shown in the Statement of Cash Flows. ( ) Cash generated from operations pro-forma Result including non-operating assets -1,821,919 8,848,962 8,479,405 Adjustments for: Depreciation and Amortisation 7,693,158 7,255,502 7,606,213 Provisions, write-downs and impairment 976, , ,534 Valuation of financial activities 108, Capital gains and losses -4,001 8,025 8,025 Net financial income/expenses -4,691,183-5,262,624-5,284,520 Net change in employee provisions 584,903-1,554,827-1,554,827 Changes in deferred taxes -2,202,821 3,665,317 3,470,560 Inventories -2,145,479 1,513,380 1,453,427 Trade and other receivables 8,676,104 2,793,980 3,000,134 Trade payables 713,007 3,661,627 3,602,140 Pre-payments -13,927,605 8,179,096 8,179,096 Tax payables 2,030,789 1,461,036 1,433,205 Provisions for risks and charges and other liabilities (excluding payables to Organisers) -6,587,404 5,387,434 5,343,655 Payables to Organisers -2,202,092 6,133,688 6,133,688 Total -12,799,839 41,844,675 41,596,

206 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT EQUITY AND LIABILITIES EQUITY 10) Share capital and reserves The breakdown of equity was as follows: Equity ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Share capital 41,593 41,248 41,248 of which treasury shares Share premium reserve 14,671 13,014 13,014 of which reserve for first-time adoption of IFRS -1,796-1,796-1,796 of which treasury shares -2,689-4,346-4,346 Legal reserve 7,865 7,423 7,423 Other reserves 1,438 2,118 2,118 of which reserve for first-time adoption of IFRS -1,197-1,197-1,197 Retained profits/(losses) 1,804 2,780 2,293 Profit/(loss) for the period -1,822 8,849 8,479 Equity 65,549 75,432 74,575 Equity at 31 December 2012 was Euro million, Euro million lower than at 31 December 2011 due to the loss in the financial year of Euro million and the dividend distribution of Euro million (Euro 0.20 per ordinary share) partly offset by the purchase and sale of treasury shares. The amounts and changes compared to 31 December 2011 were as follows: Share capital At 31 December 2012, equity was Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) net of Euro million of treasury shares. The fully paid-up share capital was made up of 42,147,437 ordinary shares each of nominal value Euro 1.00 with no restrictions regarding dividend distributions and repayment of share capital, except as provided by law for treasury shares. The number of shares in circulation was as follows: Number of shares Number of shares at 31 December 2011 Increase in capital Purchase Sale at 31 December 2012 Ordinary shares in issue 42,147,437 42,147,437 Treasury shares 899, , , ,775 Shares in circulation 41,247,942 41,592,662 In the financial year under review 255,280 treasury shares, equal to 0.61% of the share capital, were acquired at an average price of Euro 3.52 per share. On 13 November 2012, 600,000 shares, equal to 1.42% of the share capital, were sold outside the market at a price of Euro 3.70 per share. The transaction permitted some leading institutional investors to take shareholdings in the share capital of the Company. 204

207 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Under IAS/IFRS, the nominal value of treasury shares is carried directly to equity whilst the difference between the nominal value and the acquisition price of treasury shares is taken against the share premium reserve. On the sale of treasury shares, the value of equity and the share premium reserve are restored for the same amounts that they were reduced when the shares were acquired while any gains/losses are recognised in the other reserves of equity with no impact on profit or loss. Share premium reserve This was Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011) net of movements to the reserve for the first time adoption of IAS/IFRS for Euro million and to the reserve for treasury shares of Euro million. Changes during the financial year under review were as follows: - a decrease of Euro million for the purchase of treasury shares; - an increase of Euro million from the sale of treasury shares. Legal reserve The legal reserve was Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). The Euro million increase was due to the resolution of the Shareholders Meeting of 27 April 2012 for the movement to the legal reserve of part of the net profit for the year in accordance with Article 2430 of the Italian Civil Code. Other reserves These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011) including the first time adoption of IAS/IFRS, which was negative for Euro million and the breakdown was as follows: - Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) from the previous reserve for anticipated depreciation; - a negative figure of Euro million (a negative figure of Euro million at 31 December 2011; a negative figure of Euro million pro-forma at 31 December 2011) from reserve for the first time adoption of IAS/IFRS; - Euro million realised from the sale of treasury shares (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011); the change of Euro million was due to the sale of treasury shares; - the stock option reserve for the figurative cost of the exercise of the stock options approved on 26 July 2002 was zero following the sale of the treasury shares (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). Retained profits (losses) These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011). The change of Euro million reflected an increase of Euro million following the resolution of the Shareholders Meeting of 27 April 2012 to allocate to retained profits the residual amount for 2011 and a decrease of Euro million for the merger deficit from the merger by incorporation of TL.TI Expo SpA. It should be noted that a merger by incorporation by a Parent Company of its subsidiary is a business combination under common control and is therefore not subject to IFRS 3 Business Combinations. In the absence of an accounting standard governing this type of transaction and in order to adhere to the most suitable accounting standard, the general aims of IAS/IFRS were implemented so as to provide information on the transaction that 205

208 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT is relevant and reliable and gives priority to the economic substance and financial reality of the transaction and not merely its legal form. Also, under OPI 2 (Assirevi Preliminary Opinions on IFRS), regarding the accounting treatment of mergers in the financial statements, the accounting principle for the present transaction was governed by prudence, which resulted in the application of the accounting principle of continuity. As a consequence of the application of this principle, the assets and liabilities that were the object of the aggregation were recognised in the financial statements of the incorporating entity at the carrying values in the consolidated financial statements of the incorporating entity at 1 January 2012 (the date to which the accounting effects of the merger were backdated) whilst the unallocated elimination difference of Euro million was recognised in the equity of the incorporating entity post-merger. Net result for the period In the financial year to 31 December 2012 the Company had a net loss of Euro million. In the preceding financial year, there was a net profit of Euro million or Euro million pro-forma at 31 December The table below gives a breakdown of equity and shows the possible uses and amounts available for distribution for each component, as well as any use made in previous financial years. Availability and distributability of Equity ( '000) Balance Possible uses Amount available Summary of uses to cover losses for other reasons Share capital 41,593 of which treasury shares 555 Capital reserves: Share-premium reserve 14,671 A,B,C 14,671 42,777 Legal reserve 5,212 B - Other reserves 895 A,B,C 895 Reserves for earnings: Legal reserve 2,653 B - Reserve for foreign exchange gains Other reserves 1,740 A,B,C 1,740 Other reserves (stock options plan) - - Other reserves (first time adoption) -1, Retained earnings 1,804 A,B,C 1,804 Profit (loss) for period -1, Total 65,549 19,110 42,777 Amount not for distribution 564 (share-premium reserve) Remainder available for distribution 18,546 Key A: for capital increase B: to cover losses C: for distribution to Shareholders 206

209 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments LIABILITIES NON-CURRENT LIABILITIES 11) Bank borrowings These were Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). Bank borrowings ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Bank borrowings 26,326 14,000 14,000 Total 26,326 14,000 14,000 Non-current payables to banks were: - Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for the non-current portion of the Euro million financing granted by a leading bank on 22 June 2011 and repayable in quarterly instalments in arrears from 22 September 2011 until 22 June 2016 with interest at 3-month Euribor plus a spread of 1.60%; - Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) for the non-current portion of the Euro million financing granted by a leading bank on 21 December 2012 and repayable in quarterly instalments in arrears from 21 March 2013 until 21 December 2017 with interest at 3-month Euribor plus a spread of 4.00%. The change compared to the previous financial year was due to the signing of a new five-year financing, which was, in part, offset by the expiry of non-current financing agreements signed in earlier periods. 12) Other financial liabilities These were Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011): Other financial liabilities ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Finance leases Total This entry refers to the non-current portion of the finance lease conceding the right of use for the Festivity trademark. 207

210 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT 13) Provisions for risks and charges Provisions for risks and charges ( '000) 31/12/11 Provisions Uses Reclassification 31/12/12 Provision for tax consolidation Provisions for charges for "Palazzo Italia" Berlin project Supplementary indemnity reserve for agents Other provisions for risks and charges ,014 Total 1, ,717 These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011) and were: - Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for the provision set up for any eventual repayment to the controlling shareholder, Fondazione Fiera Milano, of the money paid by the latter as part of the tax consolidation that ceased in the financial year to 31 December The amount was paid by Fondazione Fiera Milano for the benefit Fiera Milano SpA would have received had it taken advantage of the tax consolidation; - Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) for the non-current portion of the provision for the Palazzo Italia project in Berlin. The current portion of the provision, Euro million, was recognised in current provisions for risks and charges. Therefore, at 31 December 2012, the total fund to cover this risk was Euro million. - Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) to the supplementary indemnity reserve for agents set up for any eventual termination of an agency contract; - Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for risks related to payments resulting from legal disputes with suppliers. 14) Employee benefit provisions These totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). These were employee severance indemnities (TFR) matured to 31 December 2006 calculated using actuarial methods. The changes during the financial year were as follows: Employee benefit provisions 31/12/11 Severance indemnities accrued ( '000) Indemnities and advances paid 31/12/12 Defined benefit plans 5, ,766 Total 5, ,

211 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Accrued severance indemnities ( '000) Personnel expenses: - Indemnities related to defined benefit plans 47 Financial expenses: - Acturial loss 832 Total 879 The Company uses a duly certified professional to determine the actuarial amounts. The main assumptions used in the actuarial calculations were as follows: - the statistical analyses took account of the average remuneration by age and by length of service of the employees at 31 December 2012; - actuarial valuation was based on a closed group of employees and, therefore, did not take into account new employees hired during the period taken as the reference period; - simulations were made using the projected unit credit method for accrued benefits; - the demographic assumptions used ISTAT [Italian Statistics Institute] indices and INPS [Social Security Institute] models for forecasts to 2010; - the forward-looking economic and financial assumptions used are shown in the following table: Actuarial assumptions used to calculate severance indemnity provisions 31/12/12 31/12/11 Technical discount rate 2.80% 4.60% Annual inflation rate 2.00% 2.00% Annual rate of increase in severance indemnity provisions 3.00% 3.00% The discount rate was calculated with reference to the Eurozone Iboxx Corporate AA index for a period equal to or greater than ten years. 15) Deferred tax liabilities Deferred tax liabilities ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Deferred tax liabilities 718 1,503 2,921 Total 718 1,503 2,921 These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011) and were the balance of deferred tax assets and deferred tax liabilities. The decline in this figure was mainly in pre-paid taxes that reflects the tax loss in the period and the higher tax losses for the earlier financial years of 2007 to 2011, the existence of which became evident after deductions had previously been made; these had a retroactive effect on IRES tax due to the weighting of personnel expenses on IRAP under Legislative Decree 201/2011 (known as Salva Italia ) and were recognised in the financial period under review against a valuation of the recoverability of these in the approved plans. Further details and the changes in deferred taxes are given in Note 38 to the Income Statement. 209

212 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT 16) Other non-current liabilities This entry was Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and the breakdown was as follows: Other non-current liabilities 31/12/12 31/12/11 ( '000) 31/12/11 pro-forma Earn-out for acquisition of Cape Gourmet Food Festival PTY Ltd Earn-out for acquisition of Hannover Milano Fairs India Pvt Ltd Total The entry was the net present value of the balance of the final acquisition considerations for investments. These values were determined at the acquisition date and their net present value calculated using the weighted average cost of capital (WACC) of the Company. The difference compared to the valuation at the acquisition date arising from the financial effect of calculating the net present value was recognised in profit or loss under financial costs. Further details are given in Note 4 to the Statement of Financial Position. CURRENT LIABILITIES 17) Bank borrowings These totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and the breakdown was as follows: Bank borrowings 31/12/12 31/12/11 ( '000) 31/12/11 pro-forma Current accounts 788 8,099 8,099 Short term financing and portion of mortgage payments 69,757 49,071 49,071 Total 70,545 57,170 57,170 Short term financing and current portion of mortgage payments were: - Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) was for current financing to meet cash management requirements; - Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) was the current portion of the Euro million financing given by a leading bank on 22 June 2011 and repayable in quarterly instalments in arrears from 22 September 2011 to 22 June 2016; - Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) was the current portion of the Euro million financing given by a leading bank on 21 December 2012 and repayable in quarterly instalments in arrears from 21 March 2013 to 21 December

213 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments The change compared to the preceding financial year was mainly due to the increase in financing to meet the cash outflows for the dividend distribution and the considerations paid during the financial year to purchase companies. 18) Trade payables These were Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). Trade payables were mainly to Italian suppliers and were for the purchase of services necessary for running the exhibitions, which is the typical business activity of the Company. 19) Pre-payments Pre-payments totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). They were mainly pre-payments invoiced to clients for exhibitions to be held after the end of the financial year. The table below gives a breakdown by exhibition. The change compared to the preceding financial year is mainly due to the biennial and multi-annual frequency of some exhibitions. Pre-payments ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Macef Primavera - Chibi&Cart 14,491 17,756 17,756 Host 3, Salone Internazionale del Mobile 1,864 2,127 2,127 Tuttofood 1, Mido 1,007 1,060 1,060 Micam Primavera Bit Mostra Convegno Expocomfort 597 8,842 8,842 Milano Unica Primavera Mifur Made in Steel Euroluce Promotion Trade Exibition Forum Consumi Fuori Casa Esposizione Internazionale Canina Milano Prêt à Porter Converflex Ipack - Ima - 4,239 4,239 Plast - 1,267 1,267 Festivity Eurocucina Bimu Fluidtrans Compomac Xylexpo Eudishow Mipel Primavera Venditalia Cartexpo Other Total 27,534 41,462 41,

214 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The entry includes Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note ) Other current financial liabilities These were Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) and the breakdown was as follows: Other current financial liabilities 31/12/12 31/12/11 ( '000) 31/12/11 pro-forma Financial payables to Controlling shareholder Finance leases Total The entry includes Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) for the current account held with Fondazione Fiera Milano and Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) for the current portion of the financing of the lease given for the rights to use the Festivity trademark. The figure of Euro million is a related-party transaction (zero at 31 December 2011 and zero pro-forma at 31 December 2011). Further details on related-party transactions are given in Note ) Current provisions for risks and charges Provisions for risks and charges ( '000) 31/12/11 Provisions Uses Reclassification 31/12/12 Provisions for charges for "Palazzo Italia" Berlin project 3, , ,856 Loss of exhibitions Other provisions for risks and charges 2, , Total 6,145 1,753 3, ,494 These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011) and were: - Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for the current portion of the fund for the Palazzo Italia project in Berlin. In the preceding financial year, the fund was Euro million but Euro million was used in the 2012 financial year and a provision of Euro million was made following the updating of the forecasts for cash flows deriving from the expected use of the building; - Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) to cover the potential losses from exhibitions in 2013 and, primarily, Transpotec & Logitec; - Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011), for other risks related to disputes with employees; 212

215 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments - Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011), for other risks related to disputes with exhibitors. 22) Tax liabilities Tax liabilities ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Income tax (IRPEF) payable for employees 1, Taxes payable for the financial year Income tax (IRPEF) payable for non subordinate and project workes Other tax liabilities Total 1,267 2,033 2,012 These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011). The decrease was mainly due to the compensatory effect of higher tax pre-payments made compared to those of the preceding financial year. 23) Other current liabilities Other current liabilities ( '000) 31/12/12 31/12/11 31/12/11 pro-forma Trade payables to subsidiaries 2,931 4,643 4,844 Trade payables to associates 47 - Other payables to the controlling shareholder Payables to controlling shareholder for tax consolidation Payables to subsidiaries for tax consolidation Payables to controlling shareholder for Group VAT - 1,952 1,942 Payables to pension and social security entities 1,891 1,866 1,867 Payables to directors and statutory auditors Payables to employees 4,411 6,195 6,196 Payables to exhibition organisers and others 6,358 8,786 8,787 Earn-out for acquisition of Hannover Milano Global Germany GmbH Earn-out for acquisition of Cape Gourmet Food Festival Pty Ltd Earn-out for acquisition of Fiere & Mostre business division Deferred income Deferred income to controlling shareholder Deferred income to subsidiaries Total 17,144 25,796 26,000 These were Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). The main changes compared to the preceding financial year were: - lower payables to subsidiaries of Euro million, mainly attributable to Nolostand SpA for lower exhibition installation services; - lower payables of Euro million to the controlling shareholder for Group VAT payments; 213

216 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT - lower payables to employees of Euro million for lower provisions for variable remuneration linked to the achievement of targets; - lower payables of Euro million mainly due to the cash received on behalf of the organisers of exhibitions. The entry included Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note 39. FINANCIAL ASSETS AND LIABILITIES At 31 December 2012 the Group had net debt of Euro million (net debt of Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) as shown in the following table. Any portion referring to a related-party transaction is shown separately. Net Financial Position ( '000) 31/12/12 31/12/11 31/12/11 pro-forma A. Cash (including bank balances) 3,214 3,601 3,675 B. Other cash equivalents C. Securities held for trading D. Cash and cash equivalents (A+B+C) 3,214 3,601 3,675 E. Current financial assets 1,210 6,386 5,349 - E.1 of which current financial receivables from the controlling shareholder - 3,256 3,256 - E.2 of which current financial receivables from the subsidiaries 1,210 2,747 1,710 - E.3 of which current financial receivables from joint ventures F. Current bank borrowings 62,839 53,156 53,156 G. Current portion of non-current debt 7,706 4,014 4,014 H. Other current financial liabilities H.1 of which current financial payables to the controlling shareholder I. Current financial debt (F+G+H) 70,865 57,170 57,170 J. Net current financial debt (cash) (I-E-D) 66,441 47,183 48,146 K. Non-current bank borrowings 26,326 14,000 14,000 L. Debt securities in issue M. Other non-current liabilities N. Non-current net financial debt (K+L+M) 26,871 14,000 14,000 Net financial debt (cash) from continuing operations (J+N) 93,312 61,183 62,146 Net financial debt (cash) from discontinued operations O. Net financial debt (cash) 93,312 61,183 62,146 Current net debt of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) increased Euro million. The increased debt mainly reflected: the negative change in the management of operational cash flows and, in 214

217 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments particular, the trend in pre-payments; the investments made in the financial year, mainly for the acquisitions of Fiera Milano Interteks Uluslararasi Fuarcilik A.S. and Cape Gourmet Food Festival PTY Ltd; transactions on the share capital of the Brazilian subsidiary Eurofairs International Consultoria e Participaçoes Ltda; and the dividend distributed to shareholders. The non-current debt of Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) increased Euro million following the agreement reached for a new five-year financing, which led to a further transfer of current debt to non-current debt; it also reflects new finance leases. These increases were partly offset by the expiry of some non-current debt arranged in previous financial periods. Additional information is given below on the financial instruments of the Company to enable a better assessment of: a) the importance of financial instruments for the statement of financial position and income statement; b) the nature and extent of the risks deriving from the financial instruments to which the Company was exposed in the financial year under review and in the preceding financial year and the relevant management procedures. Classes of financial instruments The items in the Statement of Financial Position and the types of risk related to financial instruments at 31 December 2011 pro-forma, at 31 December 2011 and at 31 December 2012 are shown in the following table: Risk class ( '000) NON-CURRENT ASSETS Notes Pro-forma Balance at Balance at Liquidity Interest rate Credit balance 31/12/ /12/2012 risk risk risk 31/12/2011 1) Trade and other receivables 5 13,446 13,446 13,844 X CURRENT ASSETS 2) Trade and other receivables 6 47,118 47,311 37,864 X 3) Current financial assets 8 5,349 6,386 1,210 X 4) Cash and cash equivalents 9 3,675 3,601 3,214 X NON-CURRENT LIABILITIES 5) Bank borrowings 11 14,000 14,000 26,326 X 6) Other financial liabilities X 7) Other non-current liabilities X CURRENT LIABILITIES 8) Bank borrowings 17 57,170 57,170 70,545 X 9) Trade payables 18 23,621 23,467 24,334 X 10) Other financial liabilities X 11) Other current liabilities 23 26,000 25,796 17,144 X 215

218 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Significance of financial instruments The financial instruments and their relative significance, as regards the Statement of Financial Position and Income Statement at 31 December 2011 pro-forma, at 31 December 2011 and at 31 December 2012, are shown in the following tables: Financial assets and liabilities Notes Pro-forma Assets at fair Loans Investments Liabilities at Fair value Effect on NON-CURRENT ASSETS shown in the accounts FY value (a) and receivables held to amortised Income 31/12/2011 through profit and maturity cost Statement loss ( '000) 1) Trade and other receivables 5 13,446-13, , CURRENT ASSETS 2) Trade and other receivables 6 47,118-47, ,118-1,933 3) Current financial assets 8 5,349-5, , ) Cash & cash equivalents 9 3,675-3, , NON-CURRENT LIABILITIES 5) Bank borrowings 11 14, ,000 14, ) Other financial liabilities ) Other non-current liabilities CURRENT LIABILITIES 8) Bank borrowings 17 57, ,170 57,170-2,068 9) Trade payables 18 23, ,621 23,621-10) Other financial liabilities ) Other current liabilities 23 26, ,810 26,000 - (a) Fair value set at the time of the recording date Financial assets and liabilities Notes FY Assets at fair Loans Investments Liabilities at Fair value Effect on NON-CURRENT ASSETS shown in the accounts 31/12/2011 value (a) and receivables held to amortised Income through profit and maturity cost Statement loss ( '000) 1) Trade and other receivables 5 13,446-13, , CURRENT ASSETS 2) Trade and other receivables 6 47,311-47, ,311-1,911 3) Current financial assets 8 6,386-6, , ) Cash & cash equivalents 9 3,601-3, , NON-CURRENT LIABILITIES 5) Bank borrowings 11 14, ,000 14, ) Other financial liabilities ) Other non-current liabilities CURRENT LIABILITIES 8) Bank borrowings 17 57, ,170 57,170-2,068 9) Trade payables 18 23, ,467 23,467-10) Other financial liabilities ) Other current liabilities 23 25, ,606 25,796 - (a) Fair value set at the time of the recording date 216

219 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Financial assets and liabilities Notes FY Assets at fair Loans Investments Liabilities at Fair value Effect on NON-CURRENT ASSETS shown in the accounts 31/12/2012 value (a) and receivables held to amortised Income through profit and maturity cost Statement loss ( '000) 1) Trade and other receivables 5 13,844-13, , CURRENT ASSETS 2) Trade and other receivables 6 37,864-37, ,864-1,376 3) Current financial assets 8 1,210-1, , ) Cash & cash equivalents 9 3,214-3, , NON-CURRENT LIABILITIES 5) Bank borrowings 11 26, ,326 26, ) Other financial liabilities ) Other non-current liabilities CURRENT LIABILITIES 8) Bank borrowings 17 70, ,545 70,545-2,055 9) Trade payables 18 24, ,334 24,334-10) ) Other current liabilities 23 17, ,274 17,144 - (a) Fair value set at the time of the recording date As shown in the above tables, the carrying value of financial assets and liabilities is a reasonable approximation of their fair value; most of the financial instruments are current investments and borrowings and where non-current instruments have been used these have not been subject to significant contingent charges. Financial risk management The Company has a favourable cash management cycle due to its business, which is the rental of exhibition space to organisers and administrative and cash management services, receiving on behalf of the organisers everything that the exhibitors pay the organiser. After receiving the cash, Fiera Milano SpA, depending on the contractual agreements, retrocedes to the organiser what is its due and keeps the payment for the space rented out in the exhibition venues. The suppliers of goods and services are paid using normal payment conditions. This system allows the Company to receive in advance the sums it is due and thereby generate negative working capital, which, in turn, gives a cash surplus. The Company is exposed to the following different types of risk: Credit risk The credit risk pertaining to the cash management cycle is considered to be negligible. Fiera Milano SpA hosts and organises exhibitions that are leaders in their sector and, therefore, the loyalty of exhibitors is high. The current system means that all receipts from exhibitors flow into the Fiera Milano SpA accounts and it is Fiera Milano SpA that retrocedes to its clients/organisers the amounts due them. Three different categories of credit risk have been identified: organisers, exhibitors and other receivables. The first category is the exhibition organisers; the receivables included in this category are considered to be the lowest risk as the Company manages the cash flows of all the exhibitions at the two sites. The provisions for doubtful receivables are minimal in comparison to the amounts received and have mainly been made because the current credit environment appears to indicate that their recovery will not prove easy. 217

220 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The second risk category is the exhibitors; the receivables from this category are considered medium risk as exhibitors normally have to make payment before the end of the exhibition. The third risk category is other receivables, which mainly comprises exhibition-related activities (stand-fitting, congresses, promotions, internet services) and activities that are not exhibitionrelated (sponsorship, advertising, etc.). These receivables are payable under normal payment conditions. The categories of credit risk and figures for any overdue receivables are given for 31 December 2011 pro-forma, 31 December 2011 and 31 December 2012 in the table below: Pro-forma Breakdown of late payments (days) ( '000) balance 31/12/2011 Class Receivables Due Overdue More Provisions Organisers 5,519 1,557 5,114 2, ,927 1,152 Exhibitors 21,430 15,992 7,651 3, ,397 2,213 Other 16,748 12,827 5,729 3, ,264 1,808 Total 43,697 30,376 18,494 9,180 1, ,588 5,173 ( '000) Balance at 31/12/2011 Breakdown of late payments (days) Class Receivables Due Overdue More Provisions Organisers 5,519 1,557 5,114 2, ,927 1,152 Exhibitors 21,370 15,992 7,444 2, ,224 2,066 Other 17,058 12,810 6,056 3, ,509 1,808 Total 43,947 30,359 18,614 9,157 1, ,660 5,026 ( '000) Balance at 31/12/2012 Breakdown of late payments (days) Class Receivables Due Overdue More Provisions Organisers 4,427 2,102 4, ,980 1,678 Exhibitors 17,778 13,582 6,498 1, ,521 2,302 Other 10,180 4,693 7,241 4, ,334 1,754 Total 32,385 20,377 17,742 7, ,835 5,734 The provision for doubtful receivables is based on presumed recoverability, using both internal assessments and those of external legal consultants. Changes in this provision at 31 December 2011 and at 31 December 2012 broken down by credit risk category are shown in the following table: 218

221 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments ( '000) Class Balance at 31/12/2010 Allowances Effect of non-recurring transactions Balance at 31/12/2011 Provisions Utilised Allowances Organisers - - 1,152-1,152 Exhibitors 670 2, ,066 Other 1, ,808 Total 1,786 2,162 1, ,026 ( '000) Class Balance at 31/12/2011 Allowances Effect of nonrecurring transactions Balance at 31/12/2012 Provisions Utilised Allowances Organisers 1, ,678 Exhibitors 2, ,302 Other 1, ,754 Total 5, , ,734 Liquidity risk The Company believes it has adequate credit lines of various types in place. Given the overall situation, Fiera Milano SpA favours the flexibility that comes from credit lines for short-term use as these also offer the chance of more favourable interest rates. In the last two financial years, the Company signed two five-year financing agreements that have led to a transfer of part of current debt to non-current debt. The tables below give the breakdown of financial liabilities, their duration, and the outstanding interest payable to maturity at 31 December 2011 pro-forma, at 31 December 2011 and at 31 December Financial liabilities ( ' 000) Pro-forma balance 31/12/ mths 6 mths 12 mths 18 mths 24 mths 3 years 5 years >5 years Current bank payables 57,170 54,170 1,000 2,000 Current interest payable Non-current bank borrowings 14,000 2,000 2,000 4,000 6,000 Non-current interest payable Trade payables 23,621 23,621 Total 94,791 78,128 1,121 2,223 2,189 2,162 4,241 6,156 - Financial liabilities ( ' 000) Balance at 31/12/ mths 6 mths 12 mths 18 mths 24 mths 3 years 5 years >5 years Current bank payables 57,170 54,170 1,000 2,000 Current interest payable Non-current bank borrowings 14,000 2,000 2,000 4,000 6,000 Non-current interest payable Trade payables 23,467 23,467 Total 94,637 77,974 1,121 2,223 2,189 2,162 4,241 6,

222 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Financial liabilities ( ' 000) Balance at 31/12/ mths 6 mths 12 mths 18 mths 24 mths 3 years 5 years >5 years Current bank payables 70,545 64,778 1,912 3,855 Current interest payable Other current financial liabilities Current interest payable Non-current bank borrowings 26,326 3,896 3,934 7,993 10,503 Non-current interest payable Other non-current financial liabilities Non-current interest payable Trade payables 24,334 24,334 Total 122,070 90,013 2,260 4,432 4,417 4,401 8,766 11,231 - Market risk Fiera Milano SpA reserves the right to use appropriate cover instruments if the market risks would become relevant. a) Interest rate risk The financing of Fiera Milano SpA is totally or partially repayable at any given moment without the payment of penalties. The financial strength of the Company means that it has access to credit lines at competitive rates and is able to manage interest rate fluctuations. Moreover, the Company constantly monitors market conditions so as to intervene promptly should conditions change. Further information on the breakdown of current bank borrowings is given in Notes 11 and 17 of the present Explanatory and Supplementary Notes to the Financial Statements. The table below gives an interest rate sensitivity analysis that shows the effect on equity and income statement of a +0.5% and -0.5% change in interest rates. ( '000) Pro-forma balance 31/12/2011 Balance * (debt) Income (expense) Rate 0.5% -0.5% Current accounts 3,579 8, % Short term financial receivables from subsidiaries 2,093 1, % Correspondence account 3,256 3, % Short term financial liabilities -45,057-75,603-1, % -2,328-1,572 Current and non-current bank borrowings -26,113-16, % *average for the financial year ( '000) Value at 31/12/2012 Balance * (debt) Income (expense) Rate 0.5% -0.5% Current accounts 3,206 8, % Short term financial receivables from subsidiaries 1,210 2, % Correspondence account , % Short term financial liabilities -62,051-80,091-1, % -2,322-1,521 Current and non-current bank borrowings -34,820-23, % Other current and non-current financial liabilities % -7-4 *average for the financial year ( '000) Value at 31/12/2011 Balance * (debt) Income (expense) Rate 0.5% -0.5% Current accounts 3,506 8, % Short term financial receivables from subsidiaries 3,130 2, % Correspondence account 3,256 3, % Short term financial liabilities -45,057-75,603-1, % -2,328-1,572 Current and non-current bank borrowings -26,113-16, % *average for the financial year 220

223 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments b) Exchange rate risk This remained relatively insignificant as, in the financial year to 31 December 2012, the Company continued to be active mainly on the domestic market and had no bank borrowings in foreign currencies. The Company reserves the right to use adequate hedging instruments should such a risk become significant. c) Risk of changes in raw material prices Fiera Milano SpA has limited exposure to the risk of changes in raw material prices. The Company normally has more than one supplier for any material considered critical and in some cases has long-term contracts that ensure lower price volatility. Disclosure on guarantees given, undertakings and other potential liabilities Guarantees given This entry was Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and the breakdown was as follows: - Euro million for a guarantee given to the Milan Revenue Agency to cover repayments resulting from the Group VAT consolidation; - Euro million for other guarantees. Potential liabilities Following a partial tax investigation for the tax year to 31 December 2006, as part of the Tax Authority investigations in 2009 of large tax contributors, which was reported in the 2010 and 2011 financial statements, the Parent Company was notified on 18 and 20 October 2011 of some administrative tax violations. Fiera Milano SpA has already made known to the relevant bodies that it considers these to be without legal basis and erroneous in fact and has made these observations in the hearing with the Tax Authority; the maximum amount payable is Euro million. The tax settlement proposal was agreed and finalised in March 2012 and the dispute was resolved: the Tax Authority substantially abandoned the main charges of irregularities and the notice of assessment was settled with the payment by the Parent Company of a sum of Euro million thereby avoiding any tax litigation. 221

224 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT INCOME STATEMENT REVENUES 24) Revenues from sales and services These totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). The breakdown of revenues was as follows: Revenues from sales and services ( '000) pro-forma Facility fee for use of exhibition centre 81,931 66,448 66,448 Rent of space to exhibitors 45,043 75,543 75,542 Rentals of stands, fittings, and equipment 22,445 21,939 21,939 Catering and canteen services 20,373 19,611 19,603 Exhibition site services 6,675 5,544 5,544 Advertising space and services 5,524 5,554 5,687 Miscellaneous fees and royalties 4,411 4,205 4,205 Supplementary exhibition services 2,573 2,421 2,421 Exhibition insurance services 2,486 2,365 2,365 Access surveillance and customer care services 2,449 1,768 1,768 Facility fees for use of conference centre 1,240 1,630 1,630 Ticket sales 923 1,602 1,602 Telephone and internet services Administrative services Revenues from publishing products Services from event organisation 28 1,152 1,152 Other Total 198, , ,325 The decrease in revenues was mainly attributable to the slowdown in the domestic market, which had a widespread impact on the exhibitions, albeit to differing degrees. There was a decrease in the directly organised annual exhibitions Macef Autunno and Bit and in Made Expo and Eicma Moto among the exhibitions that were hosted. Conversely, the exhibitions in the fashion sector showed strong performances. There was a further effect from the different exhibition calendar: in 2012, Mostra Convegno Expocomfort and Xylexpo, biennial exhibitions held in even-numbered years, took place, as well as the triennial exhibitions Ipack-Ima and Plast; in 2011, the directly organised biennial exhibitions held in uneven-numbered years were Host and Tuttofood. The presence of hosted biennial exhibitions held in even-numbered years resulted in an increase in the entry facility fee for use of exhibition space while the absence of directly organised biennial exhibitions held in uneven-numbered years resulted in a decrease in the entry for rent of space to exhibitors. The entry includes Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note 39. The business was almost entirely concentrated on the domestic market. 222

225 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments OPERATING COSTS 25) Costs of materials These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011). The breakdown was as follows: Cost of materials ( '000) pro-forma Printed materials, forms and stationery Subsidiary materials and consumables Total The entry included Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note ) Costs for services These were Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). The breakdown was as follows: Cost of services ( '000) pro-forma Stands and equipment for exhibitions 26,667 28,758 28,761 Catering 15,006 14,990 14,990 Energy costs 9,087 7,444 7,444 Technical, legal, commercial and administrative services 5,879 7,338 7,461 Maintenance 5,546 5,275 5,275 Security and gate services 5,345 5,277 5,278 IT services 4,752 4,807 4,819 Cleaning and waste disposal 4,395 4,361 4,361 Advertising 4,244 4,436 4,456 Collateral events connected to exhibitions 3,596 5,378 5,388 Insurance 2,977 3,131 3,129 Other professional and collaborative services 2,831 2,985 3,000 Technical assistance and ancillary services 1,650 2,097 2,103 Telephone and internet expenses 1,248 1,473 1,473 Transport 735 1,004 1,005 Ticketing Conference and congress services Remuneration of statutory auditors Change in suspended costs for future exhibitions - 2,158 1,533 1,473 Other 6,419 6,934 6,961 Total 98, , ,066 Costs for services are mainly composed of costs for managing the exhibition sites during the setting up, running and dismantling of exhibitions and congresses. 223

226 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The main changes were as follows: - a decrease in the entry, stands and equipment for exhibitions, linked to the trend in revenues from exhibitions; - a decrease in the entry, technical, legal, commercial and administrative services, which reflected lower due diligence costs and costs associated with the valuation of potential acquisition targets; - an increase in energy costs due primarily to the increase in energy tariffs in the period under review. This entry included Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note ) Cost of use of third-party assets These totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and the breakdown was as follows: Cost of use of 3rd-party assets ( '000) pro-forma Rent and expenses for exhibition sites 54,307 52,765 52,765 Other rental expenses 1,926 1,992 1,998 Vehicle hire Office equipment and photocopy hire Total 56,821 55,356 55,363 The entry for rent and expenses for exhibition sites included the rent payable to the controlling shareholder Fondazione Fiera Milano of Euro million, whilst other rental expenses included Euro million for the rental agreement for the Palazzo Italia in Berlin. The change was mainly due to the increase in the rent payable for the exhibition site at Rho following the review based on ISTAT data. The entry included Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note ) Personnel expenses These totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and the breakdown was as follows: 224

227 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Personnel expenses ( '000) pro-forma Salaries 22,082 23,783 23,783 Social Security payments 6,788 7,674 7,674 Redundancy incentives 1,388 2,315 2,315 Defined contribution plans charges 1,403 1,529 1,529 Directors' remuneration External and temporary employees Seconded employees from subsidiares Defined benefit plans charges Other expenses Total 34,200 37,657 37,736 Salaries and remuneration and the national contributions linked to them decreased due to lower expenses for the variable part of remuneration; this was partly offset by increased costs for the ending of the Exceptional Temporary Lay-Off Scheme in the first part of the previous financial period. This entry included Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note 39. The breakdown of the average number of employees (including those on short-term contracts) was as follows: Breakdown of personnel by category pro-forma Managers Middle managers and white collar workers Total ) Other operating expenses These were Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011) and the breakdown was as follows: Other operating expenses ( '000) pro-forma Other tax expenses 3,093 3,173 3,175 Bad debts Association fees Subscriptions Other expenses Total 4,917 5,352 5,406 The main change was a decline in other costs which was due to a decrease in the sums paid to terminate some existing contracts with service suppliers and consultants. This entry included Euro million (Euro million at 31 December 2011; Euro

228 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note ) Other income This was Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011) and the breakdown was as follows: Other income ( '000) pro-forma Other recovered costs 2,390 2,201 2,203 Office rent and expenses 894 1,043 1,043 Recovery of expenses for seconded employees Capital gains on non-current assets Insurance indemnities Share of contributions to anticrisis intiatives - 10,235 10,235 Other income 1, Total 5,175 14,913 14,876 The decrease was due to the absence of the other income from the controlling shareholder Fondazione Fiera Milano to the anticrisis initiatives that were recognised in the preceding financial year. The entry includes Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note ) Depreciation of property, plant and equipment This was Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011). Details of depreciation are given in the Explanatory Notes to the Accounts under the entry, property, plant and equipment. 32) Amortisation of intangible assets This totalled Euro million (Euro million at 31 December 2011; Euro million proforma at 31 December 2011). Details of amortisation are given in the Explanatory Notes to the Accounts under the entry intangible assets. 33) Adjustments to value of assets These were Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011). The breakdown is given in the following table: Adjustments to value of assets ( '000) pro-forma Trademarks write-down for impairment test 2, Total 2,

229 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments A comment on the details of adjustments to the value of assets may be found in Note 3 to the Statement of Financial Position. 34) Provision for doubtful receivables and other provisions These were negative for Euro million (negative for Euro million at 31 December 2011; negative for Euro million pro-forma at 31 December 2011) and the breakdown was as follows: Allowance for doubtful accounts and other provisions ( '000) pro-forma Write-down of doubtful accounts 561 1,078 1,050 provisions 1,387 1,927 1,948 utilisation Palazzo Italia project -1, provisions 600 1,281 1,281 utilisation -1,833-1,346-1,346 Disputes with personnel provisions utilisation Personnel reorganisation -1, provisions - 3,163 3,163 utilisation -1,625-3,246-3,246 Losses of future exhibitions provisions utilisation Other disputes 316-1,470-1,470 provisions utilisation ,470-1,470 Total -1, Further details on changes in provisions for risks and charges are given in Notes 13 and 21 to the Statement of Financial Position. 35) Financial income and similar These totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and the breakdown was as follows: Financial income and similar ( '000) /12/11 pro-forma Dividends 1,333 3,215 3,215 Interest income from cautionary deposits for rent of the exhibition sites from controlling shareholder Interest income on financing granted to subsidiaries Interest income on bank accounts Interest income on financing to joint venture companies Exchange rate gains Income from calculation of net present value of defined benefit plans Interest income on the correspondence account with the controlling shareholder Interest income from cautionary deposits for rent of "Palazzo Italia" - Berlin Other financial income Total 1,857 4,099 4,

230 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT The decrease reflected lower dividends received from subsidiaries and joint venture companies. This entry included Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) for related-party transactions. Further details on relatedparty transactions are given in Note ) Financial expenses and similar These totalled Euro million (Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011) and the breakdown was as follows: Financial expenses and similar ( '000) pro-forma Interest payable on bank accounts 2,515 2,423 2,423 Expenses from calculation of net present value of defined benefit plans Interest payable on current account held with the controlling shareholder Exchange rate losses Other financial expenses Total 3,883 2,931 2,931 Other financial expenses were mainly due to the net present calculation of non-current payables for earn out to the acquisition consideration of investments. This entry included Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) for related-party transactions. Further details on related-party transactions are given in Note ) Valuation of financial assets Valuation of financial assets (migliaia di euro) pro-forma Fiera Milano India Pvt Ltd Total This entry was negative for Euro million (zero at 31 December 2011 and zero pro-forma at 31 December 2011) and was for the impairment charge already described in Note 4 to the Statement of Financial Position. 38) Income tax Income tax payable for the year was negative for Euro million (a tax charge of Euro million at 31 December 2011; Euro million pro-forma at 31 December 2011). The decrease in this entry is mainly due to pre-paid taxes which more than offset the IRAP tax charge for the financial period. The breakdown was as follows: 228

231 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Income tax ( '000) pro-forma Current income tax 752 1,555 1,543 Deferred income tax - 2,203 3,665 3,471 Total - 1,451 5,220 5,014 The breakdown of current taxes at 31 December 2012 was as follows: Current income tax ( '000) pro-forma Current income tax - IRAP 1,054 1,627 1,627 Current income tax - IRES Income/expenses from tax consolidation Total 752 1,555 1,543 Since 2007, Fiera Milano SpA, as the consolidating entity, and all the Italian subsidiaries, the consolidated companies, opted for the Italian tax consolidation method for payment of IRES, which was renewed in 2010 (the option lasts for three financial years). In the 2004/2005 financial year, Fiera Milano SpA and some of its subsidiaries opted to be part of the tax consolidation of the controlling shareholder Fondazione Fiera Milano but, following the change in the year-end accounting date of Fiera Milano SpA and all its subsidiaries, the requirement for the financial year to agree with that of the consolidating entity meant that participation in this tax consolidation ceased. Nevertheless, contractual obligations continue to exist with Fondazione Fiera Milano which, are referred to in the Note to the entry for the tax consolidation reserve. The income from the tax consolidation was the result of offsetting the tax of some consolidated companies with the tax losses carried forward of Fiera Milano SpA. The deferred tax balance in the financial year under review was negative for Euro million and were the balance of deferred tax assets (negative for Euro million) and deferred tax liabilities (negative for Euro million). At 31 December 2012, deferred tax liabilities were mainly tax amortisation of goodwill whilst deferred tax assets were the tax losses for the period and those for the previous financial years, , the existence of which became evident after deductions had previously been made; these had a retroactive effect on IRES tax due to the weighting of personnel expenses on IRAP under Legislative Decree 201/2011 (known as Salva Italia ) and were recognised in the financial period under review against a valuation of the recoverability of these in the approved plans. There was also an effect from the use of pre-paid taxes provided in earlier financial years for the provision for risks and charges, recognition of which was deferred until they were used. The breakdown of deferred tax assets and deferred tax liabilities was as follows: 229

232 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Deferred income taxes ( '000) 31/12/11 Effect of non-recurring transactions Recognised in the Income Statement 31/12/12 Deferred tax assets Excess amortisation, depreciation and write-downs Provisions for risks and charges 3, ,463 Tax losses carried forward 3, ,121 6,487 Other temporary differences Total 8, ,607 10,028 Deferred tax liabilities Goodwill and other amortisation 9,372 1, ,563 Other temporary differences Total 9,503 1, ,746 Net deferred taxes 1,503 1,418-2, of which: tax assets for deferred taxes 8,000 10,028 Deferred tax liabilities 9,503 10,746 The breakdown of total theoretical deferred taxes relating to tax losses carried forward was: - Pre-paid taxes on losses prior to the tax consolidation of Euro million; Euro million recognised in the Statement of Financial Position; - Pre-paid taxes on losses in the tax consolidation of Euro million; Euro million recognised in the Statement of Financial Position. 230

233 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Reconciliation of theoretical and effective corporation tax charge (IRES) ( '000) Profit/(loss) before income tax -3,273 Percentage applicable for corporation income tax (IRES) 27.5% Theoretical IRES tax charge (corporation income tax) -900 Difference between theoretical and effective tax charges: Non-deductible operating expenses 979 Shares of dividends not subject to tax -360 Uses of tax losses in preceding financial years -1,837 Tax subject to separate treatment 25 Effect of tax consolidation -314 Effective IRES tax charge -2,407 Reconciliation of theoretical and effective corporation tax charge (IRAP) ( '000) Net operating result (EBIT) -1,139 Personnel expenses 34,200 Taxable base for purposes of IRAP 33,061 Statutory rate applicable for corporation income tax (IRAP) 3.9% Theoretical IRAP tax charge (corporation income tax) 1,289 Difference between theoretical and effective tax charges: Effect of tax wedge -454 Other 121 Effective IRAP tax charge 956 The income tax figure included a negative figure of Euro million (negative for Euro million at 31 December 2011; negative for Euro million pro-forma at 31 December 2011) for related-party transactions. Further details are given in Note 39 on related-party transactions. NET PROFIT OR LOSS FOR THE PERIOD At 31 December 2012, there was a net loss for the year of Euro million, compared to net profit of Euro million at 31 December 2011; net profit of Euro million pro-forma at 31 December ) Related-party transactions As part of its corporate governance, Fiera Milano SpA has adopted Principles of conduct regarding related-party transactions as described in the Report on Corporate Governance and Ownership Structure, part of the Board of Directors Management Report. Transactions between Fiera Milano SpA and related parties were carried out at market conditions. In the Statement of Financial Position, the Statement of Comprehensive Income and the Statement of Cash Flows, the amounts for related-party positions or transactions, if material, are shown separately. Given the total amount of statement of financial position and income statement items, Fiera Milano SpA has decided that Euro million is the material threshold above which separate disclosure must be made in the Statement of Financial Position and Euro million is that for separate disclosure in the Income Statement. 231

234 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Detailed information on related-party transactions is given below and is divided between Related-party transactions with the controlling shareholder Fondazione Fiera Milano and Related-party transactions with subsidiaries. Related-party transactions with the controlling shareholder Fondazione Fiera Milano Recurring transactions are summarised as follows. Property lease contracts On 18 January 2003, Fiera Milano SpA signed a lease contract with Fondazione Fiera Milano for the Rho Exhibition Site. The same contract established the terms of the lease for the Downtown Site, giving the same commencement date for the Exhibition Areas of 1 January The lease contract for both Exhibition Areas was, therefore, for nine years beginning on 1 January 2006 (the date on which Fiera Milano SpA took possession of the Rho Exhibition Area). The contract is automatically renewable for a further nine years unless one of the parties decides to cancel the agreement. In the event that the termination of the lease agreement is not due to default or cancellation by Fiera Milano SpA, the latter will have the right to an indemnity equal to three times the annual lease payment in force at the date of termination of the contract. The annual lease payment of the Rho Exhibition Site was set at 6% of the investment made by Fondazione Fiera Milano for the construction of the same and is annually adjusted by an amount equal to 100% of the change in the ISTAT index for the previous year. Subsequently, the Company and its controlling shareholder Fondazione Fiera Milano reached an agreement to redefine the percentage determining the lease payment for the Rho Exhibition Site for the period 1 January June It was agreed to amend the full 6% rate by applying instead a percentage charge of 5% for the period 1 January 30 June 2006 and to increase this percentage by 0.25 percentage points over the following three years, until it reached the level of 6%, and to fix the total investment on which the lease payment is calculated at Euro million. Under the same agreement there was an adjustment to the annual rent to take account of project changes and improvements agreed between the parties. Therefore, an increase results in a corresponding increase in the rent which is consistent with the figure of 6% of the overall investment made by Fondazione Fiera Milano. The annual lease payment for the Downtown Site was set at Euro million. In July 2008, as part of an exhibition space rationalisation programme, an agreement was signed between Fondazione Fiera Milano and Fiera Milano SpA for the partial release of the Downtown Site, also as part of a project to develop an international congress centre, for which Fondazione Fiera Milano incurred the related investment costs. The agreement established an annual lease payment, beginning 1 July 2008, of Euro million adjusted annually by an amount equal to 100% of the change in the ISTAT index for the previous year. Settlement of Group VAT Taking advantage of the facility provided by Presidential Decree (DPR) 633/72, from 1 January 2002 Fiera Milano SpA chose to follow the procedures, managed by the controlling shareholder Fondazione Fiera Milano, for settlement of Group VAT. This mechanism makes it easier to settle any tax obligations, without the Company incurring additional costs. 232

235 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Consolidated tax treatment of the Group with the controlling shareholder Fondazione Fiera Milano In the financial year 2004/2005, Fiera Milano SpA and several of its subsidiaries opted to participate in the tax consolidation of the controlling shareholder, Fondazione Fiera Milano. Following the change in the accounting year-end of Fiera Milano SpA and all its subsidiaries, participation in this tax consolidation ceased. However, there remain certain contractual obligations to Fondazione Fiera Milano which are referred to in the Explanatory Notes to the Financial Statements. Contract for supply of services Fiera Milano SpA has an annual contract with Fondazione Fiera Milano for the reciprocal provision of services considered appropriate to the performance of their respective businesses. The contract may be renewed annually through a written agreement between the parties. The contract provides for the supply of two kinds of services: i) services of a general nature, which fall within the range of activities of the entity providing them, supplied to the buyer on a continuous and systematic basis; ii) specific services, or services provided on request and relating to specific activities to be agreed from time to time between the buyer and the supplier, also on the basis of appropriate offers/estimates. The service supply contract is governed by market conditions. Licence contracts for use of the Fiera Milano brand name On 17 December 2001, Fondazione Fiera Milano, as owner of the "Fiera Milano" brand name granted Fiera Milano SpA an exclusive licence for the use of the said brand name in order to typify its own activities, also through its use on headed paper, on its commercial material, and to differentiate its headquarters and offices. The licence has been granted for Italy and all countries and locations where the brand name has been or will be registered or lodged. The symbolic consideration paid by Fiera Milano SpA to Fondazione Fiera Milano was Euro1.0. Fondazione Fiera Milano, having as its corporate objective the development of the exhibition sector, has maintained Fiera Milano as part of its name and not included it in the business division "Exhibition Management Activity" contributed to the Company in 2001, but with the expectation that Fiera Milano SpA would use the said brand name for an extended period of time and without incurring further costs for its use. It should be noted that this licence is valid until 31 December 2017, with automatic renewal for a further 15 years, unless terminated by one of the parties. Transactions with subsidiaries Fiera Milano SpA carried out commercial transactions with subsidiaries under market conditions and that were for the organisation and management of exhibitions and other events. As part of the corporate reorganisation and to achieve more efficient management of the organisational processes and strengthen the centralisation and single management of strategic services, Fiera Milano SpA provides the following services to some of its subsidiaries: - administration and finance; - planning and control; - legal affairs; - human resources management; - Information Communication Technology 233

236 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA also provides communication services to subsidiaries in order to ensure a uniform Group image. Transactions with subsidiaries are done under market conditions. Fiera Milano Media SpA, Nolostand SpA and Fiera Milano Congressi SpA have a license contract agreed with Fiera Milano SpA to use the title Fiera Milano as part of their own trademarks. These contracts last until 31 December 2013 and tacit renewal is not provided for on expiry. The agreed amount that was paid by each licensee company was Euro 100. Tax consolidation As the consolidating entity, Fiera Milano SpA and all the Italian subsidiaries, the consolidated companies, opted for the Italian tax consolidation method for payment of IRES tax. The tax consolidation procedure gives Fiera Milano SpA a definite economic and financial benefit, particularly in allowing the immediate use of its tax losses, generated in the financial years in which this option was available, to offset the profits of the consolidated companies. In this way it benefits from an immediate tax saving and from the transformation into liquid financial resources of amounts relating to IRES, that, in the absence of the tax consolidation, would otherwise have been allocated against the taxable income of certain other subsidiaries, and that remain within the Group. The legal relationships among the companies involved in the tax consolidation process are governed by a rule that imposes a uniform process for correct fulfilment of the fiscal requirements and related responsibilities by the companies involved. Nolostand SpA On 14 May 2010, Fiera Milano SpA signed an agreement with its subsidiary Nolostand SpA for the exclusive supply of stand-fitting services to the clients of the Parent Company at exhibitions, events and other initiatives in the fieramilano and fieramilanocity exhibition sites. The supply contract is valid until 31 December Nolostand SpA has undertaken to pay the Parent Company for the exclusive right to provide the services; in the financial year under review, this payment was Euro million. Fiera Milano Media SpA In February 2006, Fiera Milano SpA signed a contract with Fiera Milano Media SpA whereby it gave exclusive rights to the subsidiary to manage the advertising on the hoardings owned by Fiera Milano SpA. Fiera Milano Media SpA pays Fiera Milano SpA 35% of the revenues generated by the sale of advertising space on these hoardings. The remaining 65% remains with the subsidiary as remuneration for the services it provides under the agreement. Financial, capital and economic transactions with related-parties are shown in the following tables. 234

237 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Fiera Milano SpA Statement of financial position and Income statement related-party entries in the financial year to 31 December 2012 Fiera Milano SpA Balance sheet and income statement related party entries in the financial year to 31/12/12 Increase in Non-current trade Trade Inventories Current Pre-payments Other current Other current Revenues from Costs for Costs for Cost of use of Personnel Other Other revenues Financial Financial Tax property, and other receivables and financial financial liabilities sales and materials services 3rd-party assets expenses operating income charges plant and receivables other assets liabilities services expenses ( '000) equipment Controlling shareholder: Fondazione Fiera Milano 12, ,192 54, Subsidiaries: Fiera Milano Congressi SpA 1, , Fiera Milano Media SpA , , , Nolostand SpA 10 2, ,368 3, , Cipa FM Publicações e Eventos Ltda 1 3 Eurofairs International Consultoria e Partipações Ltda 456 Limited Liability Company Fiera Milano 3 3 Joint-ventures: Hannover Milano Fairs China Ltd Hannover Milano Fairs India Ltd 16 Hannover Milano Fairs Shangai Ltd Hannover Milano Global Germany GmbH Milan International Exhibitions Srl Total related parties 10 12,784 6, , ,873 5, ,975 54, ,217 1, Total entries - 13,844 37,864 3,277 1,210 27, , , ,820 56,821 34,200 4,917 5,175 1,857 3,883-1,451 Related party entries/total entries (%) 92% 16% 7% 100% 0.03% 50% 23% 3% 2% 23% 96% 1% 20% 62% 93% 12% 15% It should be noted that the weighting of the item in the first column on the total entry in the Statement of Financial Position is not shown as the amounts in the table refer to investments made in the financial year whilst the entries in the Statement of Financial Position are the cumulative value at the end of the reporting period. Information on the remuneration paid to the Administrative and Control Bodies, to the general directors and to the Executives with Strategic Responsibilities in the financial year to 31 December 2012 is given in the table in the section below on other information. 235

238 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Statement of related party cash flow ( '000) pro-forma Cash flow from operating activities Revenues and income 8,729 19,666 19,636 Costs and expenses -78,735-79,325-79,366 Financial income 1,735 3,514 3,490 Financial expenses Income/expenses from tax consolidation Change in inventories Change in trade and other receivables 5, ,871 Change in trade payables and pre-payments ,793 Change other payables -4,262 2,292 2,466 Total -67,256-52,439-57,393 Cash flow from investing activities Investments in non-current assets. Tangible and intangible Total Cash flow from financing activities Change in current financial (assets)/liabilities 5, ,039 Total 5, ,039 Cash flow in the period -61,929-52,610-52,780 The table below shows cash flow from related party transactions: Cash flow from Cash flow from Cash flow from operating activities investing activities financing activities FY to : Total -17,833-11,744 29,116 Related party transactions -67, ,336 FY to : Total 39,397-8,347-30,974 Related party transactions -52, FY to pro-forma: Total 39,151-8,343-30,930 Related party transactions -57, ,

239 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments OTHER INFORMATION Non-recurring events and transactions In the financial year under review there were no significant non-recurring transactions as defined by Consob Communication of 28 July The amount of Euro million for the preceding financial year and recognised separately under other income refers to the share of Fondazione Fiera Milano of the costs sustained by Fiera Milano SpA for its anticrisis initiatives. Given the total amount of Statement of Financial Position and Income Statement items, the Company has decided that Euro million is the material threshold above which separate disclosure must be made. The implications of these transactions on the Statement of Financial Position and Income Statement are detailed in Note 39 on related-party transactions. Transactions relating to atypical and/or unusual operations In accordance with Consob Communication of 28 July 2006, it should be noted that the Company did not carry out any unusual and/or atypical operations in 2012 as defined in the aforementioned Communication. Significant events after the end of the reporting period During January, February and March 2013, the Company continued the buyback of treasury shares under the authorisation given at the Ordinary Shareholders Meeting of 27 April After 31 December 2012 the Parent Company purchased 71,983 treasury shares at an average price of Euro 4.12 per share. At the date of the present Financial Statements, the total number of treasury shares held was 626,758, equal to 1.49% of the share capital. Information in accordance with article 149-duodecies of the Consob Listing Rules The following table shows the fees paid to the independent auditors for services provided in ( '000) Service provider Fees for FY 2012 Auditing PricewaterhouseCoopers 242 Other services (*) PricewaterhouseCoopers 67 Total 309 * Agreed upon procedures contracted 237

240 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Remuneration of the Administrative and Control Bodies, General Managers and Executives with strategic responsibilities for the financial year to 31 December 2012 Executives with strategic responsibilities are those that have the power and responsibility, both direct and indirect, for the planning, management and control of Group activities. The following have been identified as Executives with Strategic Responsibilities: the Directors; the Statutory Auditors; the Central Director for Administration Finance, and Tax, who is also the Manager responsible for preparing the Company s financial statements; the Director of Organisation and Human Resources; the Central Director of Corporate Affairs; the Director of Marketing, International and Development; the Director of Exhibitions; the Director of Services; and the Director of Operations. The total remuneration for this category of Executives was Euro million in the year to 31 December 2012 and the breakdown was as follows: ( '000) Remuneration Directors 2012 Statutory Auditors Other Short-term benefits ,651 Post-employment benefits Other long-term benefits Staff-leaving indemnities Notional income from stock option plans Total ,758 At 31 December 2012, the residual amount payable to this category was Euro million. Remuneration Directors 2011 Statutory Auditors ( '000) Other Short-term benefits ,469 Post-employment benefits Other long-term benefits Staff-leaving indemnities Notional income from stock option plans Total ,545 Rho (Milan), 11 March 2013 On behalf of the Board of Directors The Chairman Michele Perini 238

241 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Attachment 1 List of investments in subsidiaries and joint ventures for the financial year ended 31 December 2012 (art. 2427, para. 1, no.5 of the Italian Civil Code). ( '000) Company name Registered Share Equity Net profit/(loss) % Carrying Office capital Total Pro-quota Total Pro-quota held value Subsidiaries: Fiera Milano Congressi SpA Milan 2,000 5,575 5,575 1,145 1, % 12,200 Fiera Milano Media SpA Milan 2,803 5,105 5, % 29,305 Nolostand SpA Milan 7,500 6,672 6, % 13,390 Cape Gourmet Food Festival Pty Ltd Westlake 9 4,510 3, % 5,071 Eurofairs International São Paulo 10,411 8,031 8,029-1,066-1, % 12,300 Consultoria e Participações Ltda Brazil ,02% ind. Fiera Milano India Pvt Ltd New Delhi % 492 Fiera Milano Interteks Uluslararasi Istanbul 3,850 1,813 1, % 2,341 Fuarcilik A.S. Limited Liability Company Fiera Milano Moscow % 261 Total 75,360 Joint Ventures: Hannover Milano Global Germany GmbH Hannover 25 15,776 7,730 2,808 1, % 10,990 Germany Milan International Exhibitions Srl Rho, Milan % 219 Total 11,209 *For subsidiary companies the indirect percentage held in the share capital has also been shown 239

242 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Attachment 2 Summary of key figures of the last financial statements of subsidiaries and associates included in the area of consolidation (Art. 2429, paragraph 4 of Italian Civil Code). Italian GAAPs: (Amounts in '000) Fiera Milano Congressi SpA 31/12/12 31/12/11 Revenues from sales and services 26,046 29,034 Net profit (loss) 1, Equity 5,575 4,931 Net financial debt/(cash) -2,145-1,006 Fiera Milano Media SpA 31/12/12 31/12/11 Revenues from sales and services 12,794 17,098 Net profit (loss) 127-1,303 Equity 5,105 4,978 Net financial debt/(cash) 790 2,103 Nolostand SpA 31/12/12 31/12/11 Revenues from sales and services 31,866 33,207 Net profit (loss) ,215 Equity 6,672 7,278 Net financial debt/(cash) -1, TL.TI Expo SpA* 31/12/12 31/12/11 Revenues from sales and services Net profit (loss) Equity - 1,223 Net financial debt/(cash) * Merged by incorporation into Fiera Milano SpA on 1 June

243 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments Summary of key figures of the last financial statements of subsidiaries and associates included in the area of consolidation (Art. 2429, paragraph 4 of Italian Civil Code). IAS/IFRS: Cape Gourmet Food Festival PtY Ltd 31/12/12 31/12/11 (Amounts in South African rand '000) Revenues from sales and services 11,125 - Net profit (loss) 3,009 - Equity 50,389 - Net financial debt/(cash) -4,822 - Eurofairs International Consultoria e Participaçoes Ltda 31/12/12 31/12/11 (Amounts in Brazilian reals '000) Revenues from sales and services - - Net profit (loss) -2,674-2,978 Equity 21,714 18,874 Net financial debt/(cash) ,357 Fiera Milano India Pvt Ltd 31/12/12 31/12/11 (Amounts in rupees '000) Revenues from sales and services 3,728 - Net profit (loss) -5,307-15,719 Equity 17,320 22,627 Net financial debt/(cash) -6,871-16,546 Fiera Milano Interteks Uluslararasi Fuarcilik A.S. 31/12/12 31/12/11 (Amounts in Turkish Lira '000) Revenues from sales and services 1,209 - Net profit (loss) Equity 4,270 - Net financial debt/(cash) Limited Liability Company Fiera Milano 31/12/12 31/12/11 (Amounts in roubles '000) Revenues from sales and services 2 - Net profit (loss) -3, Equity 6,160 9,631 Net financial debt/(cash) -7,854-9,

244 Fiera Milano SpA Explanatory and Supplementary Notes to Financial Statements and Attachments FIERA MILANO 2012 ANNUAL REPORT Summary of key figures of the last financial statements of joint ventures included in the area of consolidation (Art. 2429, paragraph 4 of Italian Civil Code). Italian GAAPs: (Amounts in '000) Milan International Exhibitions Srl 31/12/12 31/12/11 Revenues from sales and services Net profit (loss) Equity Net financial debt/(cash) Summary of key figures of the last financial statements of joint ventures included in the area of consolidation (Art. 2429, paragraph 4 of Italian Civil Code) - IAS/IFRS: (Amounts in '000) Hannover Milano Global Germany GmbH 31/12/12 31/12/11 Revenues from sales and services 20,849 21,667 Net profit (loss) 2,808 4,167 Equity 15,776 14,967 Net financial debt/(cash) -13,028-13,

245 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Declaration in accordance with Art. 154-bis of Leg. Dec. No 58/98 Declaration relating to the Financial Statements in accordance with Article 154-bis paragraph 5 of Legislative Decree of 24 February 1998, no The undersigned, Enrico Pazzali, in his capacity as Chief Executive Officer, and Flaminio Oggioni, in his capacity as Manager responsible for preparing the financial statements of Fiera Milano SpA, declare, taking note of the provisions of article 154-bis, paragraphs 3 and 4, of Legislative Decree of 24 February 1998, no. 58: - the appropriateness in relation to the characteristics of the business and - the effective application of the administrative and accounting procedures for the preparation of the Financial Statements for the year to 31 December The evaluation of the adequacy of the administrative and accounting procedures for the preparation of the Financial Statements to 31 December 2012 is based on a process defined by Fiera Milano SpA, which is consistent with the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents the generally accepted international benchmark. 3. It is also declared that 3.1 the Financial Statements to 31 December 2012: - have been prepared in accordance with the applicable international accounting standards recognised by the European Community in accordance with EC Regulation no. 1606/2002 of the European Parliament and of the European Council of 19 July 2002; - correspond to the results contained in the accounting records and documents; - provide a true and correct representation of the capital, economic and financial situation of the Issuer. 3.2 the management report includes a reliable analysis of the trend and results of operations and the situation of the Issuer, together with a description of the main risks and uncertainties to which it is exposed. 11 March 2013 Signed by The Chief Executive Officer Enrico Pazzali Signed by The Manager responsible for preparing the Company s Financial Statements Flaminio Oggioni 243

246 12

247 REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS MEETING PURSUANT TO ARTICLE 2429 OF THE ITALIAN CIVIL CODE AND ARTICLE 153 OF LEGISLATIVE DECREE OF 24 FEBRUARY 1998 NO. 58.

248 Fiera Milano SpA Report of the Board of Statutory Auditors FIERA MILANO 2012 ANNUAL REPORT Report of the Board of Statutory Auditors to the Shareholders Meeting pursuant to Article 2429 of the Italian Civil Code and Article 153 of Legislative Decree of 24 February 1998 no. 58. Dear Shareholders, Pursuant to Article 153 of Legislative Decree of 24 February 1998 no. 58 (the Consolidated Finance Act ) the Statutory Board of Auditors is required to report to the meeting called to approve the Financial Statements on its auditing and supervisory duties and any reprehensible acts or omissions noted. It also has the authority to make proposals to the meeting regarding the Financial Statements, their approval and any other items within its authority. In the 2012 financial year, the Board of Statutory Auditors fulfilled the requirements under Article 2429, paragraph 2 of the Italian Civil Code, the provisions of Legislative Decree of 27 January 2010 no. 39 (Legislative Decree 39/2010), the regulations and recommendations governing listed companies issued by the National Committees of Registered Tax Advisors and of Accountants and the indications of Consob regarding corporate governance and the work of the Board of Statutory Auditors: Communication no. DAC/RM/ of 20 February 1997, Communication no. DEM/ of 6 April 2001 (of which more detail is given below), Communication no. DEM/ of 4 April 2003, Resolution no of 5 October 2005 and Communication no. DEM/ of 7 April The present report has been prepared in accordance with enacted law governing companies listed on the stock market and also considering that the Company shares have been listed on the STAR segment of the market regulated by Borsa Italiana since 12 December During the 2012 financial year, the requirements under Article 149 of the Consolidated Finance Act have been met and enable us to report on the subjects below. The Board of Statutory Auditors acquired the information necessary for carrying out its work of general supervision both through interviewing management, various company executives and the Audit Company through regular attendance at the Board of Directors meetings and at those of the other internal Committees. The Financial Statements of the Company at 31 December 2012 show a net loss for the financial year of Euro million compared to a profit of Euro million at 31 December The Consolidated Financial Statements show a net loss of Euro million compared to net profit of Euro million in the preceding financial year. 1. Comments on the main financial, economic and equity and capital transactions and on their compliance with law and the Company s articles of association. 246 The Board of Statutory Auditors attended the meetings of Shareholders, the Board of Directors and, in the person of the Chairman or a person delegated by him to replace him, the internal committees of the Board and obtained from the Directors, pursuant to Article 150, paragraph 1, of Consolidated Finance Act, information on business carried out and on the main financial, economic, and equity and capital transactions of the Company or of companies under its control. With regard to these activities, the Board of Statutory Auditors considers that decisions deliberated and taken complied with the law and the Company s articles of association and were not manifestly imprudent, risky, created potential conflicts of interest or differed from the resolutions of the Shareholders Meeting or were such as to compromise the integrity of the Company.

249 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Report of the Board of Statutory Auditors The main transactions included the following: - on 23 January 2012, through Hannover Milano Fairs India Pvt Ltd, Fiera Milano acquired 50% of Global Fairs & Media Private Ltd, a New.Co into which was contributed the business division for the exhibition "Hospitality World Exhibition" and its related specialist publication. The transaction consideration was Euro million; - on 22 May 2012, the merger by incorporation of the 100% owned subsidiary TL.TI Expo SpA into Fiera Milano SpA was finalised with legal effect from 1 June 2012 and accounting and tax effect from 1 January The transaction followed the acquisition of the noncontrolling interests in TL.TI Expo SpA, equal to 11.69% of the share capital, on 17 January 2012 for a sum of Euro million; - on 3 August 2012, 60% of the Turkish company, Interteks was acquired for an investment of USD million. The price was subsequently reduced by Euro million following the price adjustment procedure in the contract. The Turkish company is the leader on the local market with a diversified portfolio of exhibitions in the beauty and personal care, home and garden, hospitality, sailing, and logistics sectors; - on 31 August 2012 the acquisition of 75% of the South African company Cape Gourmet Food Festival PTY Ltd. was finalised for a total consideration of 54.0 million South African rand, of which 43.2 million South African rand paid on that date. The remaining consideration of million South African rand will be paid over two years contingent on the Good Food and Wine Show achieving certain margin targets for the 2012 and 2013 financial years. Cape Gourmet organises the agrifood exhibition, the Good Food & Wine Show, which is held three times a year in Johannesburg (Gauteng), Cape Town and Durban. 2. Atypical and/or unusual transactions, including intragroup and related-party transactions: 2.1 with related parties or which could have a material impact on the economic, financial situation or on the statement of financial position; 2.2 with third parties or with group companies: In 2012, the Board of Statutory Auditors was not aware of and received no information of any atypical or unusual transactions, as defined in Consob Communication of 28 July 2006, among Group companies, with third-parties or with related parties. 2.3 ordinary intragroup or related-party transactions: As regards intragroup and related-party transactions, as described by the Directors in the Explanatory and Supplementary Notes to the Financial Statements, these are recurring transactions of a commercial, administrative and financial nature, which include the service agreements between the Company, the controlling shareholder and the subsidiaries. The Directors state that these transactions were done at market conditions with a view to increasing efficiency in the management and organisation of events and optimising the use of resources and professional competences while maintaining a uniform Group image. As part of the corporate restructuring aimed at improved efficiency of the organisational processes and strengthening the centralisation and single management of strategic services, the company is finalising the offer of the following services to the subsidiaries governed by Italian law: - administration, finance, cash and tax management; 247

250 Fiera Milano SpA Report of the Board of Statutory Auditors FIERA MILANO 2012 ANNUAL REPORT planning and control; - legal; - personnel; - purchasing; - Information Communication Technology. No conflicts of interest or transactions that could be considered manifestly imprudent or risky, or that contravened decisions taken at the Shareholders Meeting, or such as to cause damage to the economic, financial or equity situation of the Company or the Group were reported or found. Whilst passing no judgement on the executive decisions of the Directors, to the knowledge of the Board of Statutory Auditors, any transactions carried out were based on rational economic criteria. It should be noted that the Company adopted the Procedure for related-party transactions pursuant to Article 4 of Consob Regulations adopted by Consob with resolution no of 12 March 2010 and subsequent additions and amendments. The Procedure identifies rules and regulations aimed at guaranteeing the transparency and substantial correctness of procedures for related-party transactions carried out directly by Fiera Milano SpA or through subsidiaries. The Board of Statutory Auditors checked that the Procedure complied with the principles of Consob Rule no of 12 March 2010, and of the Procedure itself. 3. Assessment of the adequacy of the information given in the Board of Directors Management Report with regard to atypical and/or unusual transactions, including intragroup and relatedparty transactions. In accordance with law, the Board of Directors gave the Board of Statutory Auditors the interim financial report at 30 June 2012 and published it as required by Consob rules and also complied with the legal requirements regarding the quarterly reports. The Board of Statutory Auditors believes that the information given by the Directors in the financial statements for the 2012 financial year for intragroup and related-party transactions is both exhaustive and complete given the structure and size of the Company and of the Group. 4. Comments and proposals on remarks and comments made in the independent auditors report. The auditors, PricewaterhouseCoopers SpA, with whom the Board of Statutory Auditors met periodically during the 2012 financial year, published their reports today on the Financial Statements and the Consolidated Financial Statements to 31 December 2012 for the Company and for the Group; these have been prepared in accordance with Articles 14 and 16 of Legislative Decree 39/2010, and contain no criticisms or reservations. Both reports mention the existence of material related-party transactions. The aforementioned reports include the opinion that the contents of the Board of Directors Management Report, prepared in accordance with Article 14, paragraph 2, letter e) of Legislative Decree 39/2010, and the information given under Article 123-bis, paragraph 4 of the Consolidated Finance Act and contained in the Report on Corporate Governance and Ownership Structure were consistent with the Financial Statements of the Company and the Consolidated Financial Statements of the Group. 5. Indications of any denunciations pursuant to Article 2408 of the Italian Civil Code, of any initiatives taken and any related outcomes.

251 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Report of the Board of Statutory Auditors On 6 March 2013, the Board of Statutory Auditors, along with other recipients, received a communication from the shareholder Mr Francesco Rimbotti, entitled Reprehensible acts under Article 2408 of the Italian Civil Code. Having carried out precise enquiries, the Board of Statutory Auditors is using the present Report to reply to this communication. The contents of the communication regarded: illegal employment in Fiera Milano, an interview on Striscia la Notizia on 4 March 2013 with the Chief Executive Officer, Mr Pazzali; an accident that occurred at the West Gate (Porta Ovest) of the Rho-Pero exhibition site on 27 November 2012; use of the Congress Centre of FieraMilanoCity for an event organised by the PDL (Popolo della Libertà) political party on 18 February Irrespective of the admissibility to the Board of Statutory Auditors of the communication and the matters therein, the Statutory Auditors instigated careful enquiries on all the indicated matters and found no reprehensible acts under Article 2408 of the Italian Civil Code or any legal or regulatory violation. 6. Indications of any petitions filed and of any initiatives taken and any outcomes. The Board of Statutory Auditors has not been apprised of any petitions filed, initiatives taken or the outcome of any such initiatives of which the Shareholders Meeting should be aware. 7. Indication of any additional assignments given the independent auditors and the related costs. During the financial year ended 31 December 2012, the Company incurred costs for fees relating to additional duties assigned to PricewaterhouseCoopers SpA for agreed upon procedures regarding the quarterly financial statements at 31 March 2012 and 30 September 2012 for a total of Euro million. 8. Indication of any assignments given to entities linked to the independent auditors through ongoing business contacts, and their relative costs. During the financial year ended 31 December 2012, the Company incurred no costs for fees relating to work assigned to entities linked to the auditors PricewaterhouseCoopers SpA. In accordance with Article 17, paragraph 9, letter a) of Legislative Decree 39/2010, the audit company confirmed to the Board of Statutory Auditors its independence and gave notification of any services other than the legal audit supplied to the Company by the audit company and by entities that are part of its network in the financial year to 31 December The Board of Statutory Auditors, in accordance with Article 17, paragraph 9, letter b) of Legislative Decree 39/2010, discussed with the audit company any risks relating to the latter s independence and the measures taken to mitigate such risks. Taking into account the above and the information in the preceding paragraph, given the type and scope of the services provided and of the regulatory and professional requisites governing the auditing of accounts, we believe that PricewaterhouseCoopers SpA maintained an independent and objective position with regard to Fiera Milano SpA and the Fiera Milano Group in the financial year to 31 December Indication of the existence of opinions given in accordance with law during the financial year. 249

252 Fiera Milano SpA Report of the Board of Statutory Auditors FIERA MILANO 2012 ANNUAL REPORT During the financial year ended 31 December 2012, the Board of Statutory Auditors gave the following opinions under enacted law: - a favourable opinion on the remuneration of the Directors with specific responsibilities of Fiera Milano SpA: (i) the Chief Executive Officer (ii) the Chairman (iii) the Deputy Vice Chairman (iv) the Vice Chairman and also the Directors appointed to the internal committees of the Board; - a favourable opinion on the appointment of Mr Flaminio Oggioni as manager responsible for preparing the Company Financial Statements and the related remuneration; - a favourable opinion on the supplementary element of the remuneration to be paid for the audit of the accounts as put forward by the independent auditor, PricewaterhouseCoopers SpA; - a favourable opinion on the co-option of the Director, Mr Davide Croff. 10. Frequency and number of meetings of the Board of Directors and of the Board of Statutory Auditors. During the financial year, the Board of Directors met sixteen times and the Board of Statutory Auditors was always present. The Board of Statutory Auditors was present at the Shareholders Meeting of 27 April The Board of Statutory Auditors met thirteen times and the Chairman of the Board of Statutory Auditors, either in person or through a person delegated by him, attended all six meetings of the Control and Risk Committee and all four meetings of the Remuneration Committee as requested. 11. Comments on the observance of the principles of good administration. The Board of Statutory Auditors monitored and supervised the observance of the principles of good administration falling within its competence and has no comments in this respect. This activity was carried out through interviews, information gathering from executives responsible for running and managing the Company, meetings with the Head of Internal Audit, with the Control and Risk Committee, and with the Manager responsible for preparing the Company s financial statements, as required by Article 154-bis of the Consolidated Finance Act, and with the independent auditors. Specifically, regarding the decision-making process of the Board of Directors, the Board of Statutory Auditors, through its presence at meetings of the Board of Directors, also monitored that the executive decisions of the Directors complied with the law and the Company s articles of association. 12. Comments on the adequacy of the organisational structure. The organisational structure of the Company appears to be adequate for its size, complexity and importance. 13. Comments on the adequacy of the internal audit process and, in particular, on the activities of those involved in the internal audit and notification of any corrective measures taken and/or to be taken. The Board of Statutory Auditors has assessed and monitored the adequacy of the internal audit process, its compliance with the principles of diligence and correct administrative conduct, through regular meetings with management and with the Head of Internal Audit, the Manager responsible for preparing the Company s financial statements, analysis of company documents, information acquired from the independent auditors, from the presence of the Chairman, or a Statutory Auditor delegated by him, at meetings of the Control and Risk Committee, which also permitted the Board of Statutory Auditors to coordinate with this Committee the functions of the Internal Audit Committee and the Accounting procedures in compliance with Article 19 of Legislative Decree 39/

253 FIERA MILANO 2012 ANNUAL REPORT Fiera Milano SpA Report of the Board of Statutory Auditors The periodic meetings with the Head of Internal Audit and the Manager responsible for preparing the Company s financial statements and an analysis of the reports prepared by these persons allowed the Board of Statutory Auditors to monitor the financial information process and the efficacy of the internal control systems and the internal audit and risk management, as required by Article 19 of Legislative Decree 39/2010. From meetings and discussions held with members of the Boards of Statutory Auditors of the subsidiaries, in accordance with Article 151 of the Consolidated Finance Act, no matters arose that need to be drawn to the attention of the Shareholders Meeting. The Board of Statutory Auditors verified that the Management and Control Model pursuant to Legislative Decree no. 231/2001 was periodically updated, as most recently approved by the Board of Directors on 30 July The Report on Corporate Governance and Ownership Structure, in accordance with Article 123-bis of the Consolidated Finance Act, gives analytical data on the risk management and internal control system for financial information. The Board of Statutory Auditors has a favourable opinion of the adequacy of the internal audit as a process aimed at verifying the adequacy and effective compliance with the rules, procedures and organisational structures by which it can identify and manage the main risks to the company so as to guarantee that the conduct of business is healthy, correct and consistent with the pre-established objectives. 14. Comments on the adequacy of the information and accounting system and on its reliability to provide a true and fair picture of the business. The accounting and management system is adequate for the company structure both in terms of the equipment and competent personnel; the system may therefore be judged to be reliable and capable of giving a true and fair representation of the business. 15. Comments on the adequacy of the instructions given by the Company to its subsidiaries pursuant to Article 114, paragraph 2 of the Consolidated Finance Act. The Company gave adequate instructions to the subsidiaries so that they could supply in timely fashion all the information necessary to comply with communication requirements under the law. 16. Comments on any significant matters that emerged from meetings with the independent auditors pursuant to Article 150, paragraph 3 of the Consolidated Finance Act. Pursuant to Article 150, paragraph 3 of the Consolidate Finance Act, periodic meetings were held with the independent auditors to verify the reliability of the administrative and accounting system and of the internal audit process. No significant matters necessitating further investigation were found nor were any irregularities reported. With specific reference to the duties assumed under Article 19 of Legislative Decree 39/2010, the Board of Statutory Auditors, also in its meetings with the audit company, examined the work plan adopted, received information on the accounting standards used, on the accounting presentation of the more material transactions of the financial year under review, on the outcome of the audit, on the fundamental questions that emerged from the legal audit regarding the financial information process; no significant matters arose that needed to be brought to the attention of the Board of Statutory Auditors except for the existence of numerous and material related-party transactions. The aforementioned is also the subject of comment in the report of the audit company prepared in compliance with Article 19, paragraph 3 of Legislative Decree 39/2010. The Board of Statutory Auditors also received analytical data on the impairment tests carried out by the Company on the value of goodwill and of investments in the Financial Statements. 251

254 Fiera Milano SpA Report of the Board of Statutory Auditors FIERA MILANO 2012 ANNUAL REPORT The Directors have provided the relevant information in the Explanatory and Supplementary Notes to the Financial Statements required by international accounting standards and Consob regulations. 17. Indication of the Company s adherence to the Self-regulatory Code of the Corporate Governance Committee for listed companies. The Company adhered to the Self-Regulatory Code for listed companies approved by the Corporate Governance Committee in March 2006 and introduced by Borsa Italiana SpA, and its most recent update of December The Board of Statutory Auditors found concrete evidence that the Company adhered to the corporate governance rules of the Self-Regulatory Code and this is detailed in the Report on Corporate Governance and Ownership Structure that the Board of Directors has prepared and which should be consulted for detailed and complete information on this subject. Six members of the Board of Directors of the Company meet the requisites of independence as defined in the Self-regulatory Code for listed companies. The Board of Statutory Auditors has verified the correct application of the criteria and procedures adopted by the Board of Directors to evaluate the independence of its members and the Chairman of the Board of Statutory Auditors, together with the Chairman of the Board of Directors, has vouchsafed the existence of the requisite independence on the basis of the declarations made in accordance with stock market regulations. During the financial year, the Board of Statutory Auditors has also verified the requisite independence of its own members as required by the Self-Regulatory Code. 18. Final evaluations of the audit carried out and of any omissions, irregularities or reprehensible acts found in the course of the same. The Board of Statutory Auditors believes the audit carried out to have been both material and thorough and found no reprehensible acts, omissions or irregularities. 19. Indications of any proposals to be made to the Shareholders Meeting pursuant to Article 153, paragraph 2 of The Consolidated Finance Act. The Board of Statutory Auditors has no comments to make pursuant to Article 153, paragraph 2 of the Consolidated Finance Act on the proposals of the Directors concerning the Financial Statements, their approval, and other matters that fall within its competence. On the basis of the supervisory activities carried out during the financial year, the Board of Statutory Auditors finds no reason why you should not approve the Financial Statements at 31 December 2012 and the proposals to cover the loss for the financial year as prepared by the Board of Directors. Rho (Milan), 27 March 2013 The Board of Statutory Auditors Stefano Mercorio Alfredo Mariotti Damiano Zazzeron 252

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