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Fondazione Fiera Milano for the Ordinary Meeting of Fiera Milano Spa: Financial Statement for the year ending 31 December 2011 and Renewal of the Board of Directors

30 marzo 2012

Milan, 30 March 2012 – The Board of Directors of Fondazione Fiera Milano, chaired by Gianpiero Cantoni, met today to approve, at the Ordinary Meeting of Fiera Milano Spa, of which Fondazione is the majority shareholder with 62.06% of the ordinary capital, called at the Rho (MI) Exhibition Complex, for 27 April 2012 at 10.00 am on first call, as follows.

1.      Review and approval of powers for the approval of the Fiera Milano Spa Financial Statement for the year ending 31 December 2011

The Board of Directors of Fondazione Fiera Milano has reviewed the project of the Financial Statement for the year ending 31 December 2011 for Fiera Milano Spa, which closes with net profits of Euros 8,848,961.55, and intends to allocate the profits for the financial period as follows: i) legal reserve in the amount of Euros 442.448,08; ii) a dividend in the amount of Euros 0.20  for each of the 41,230,039 ordinary shares (net of its 917,398 shares held by Fiera Milano Spa as at 12 March 2012) for a total of Euros 8,246,007.80 (profits brought forward Euros 160.505,67).
The Board of Directors therefore unanimously approved the powers to approve the Financial Statement of Fiera Milano Spa at the Ordinary Meeting, that was submitted by the Board of Directors of the company, allocating the profits for the period as set out above.

2.      Designation of nominees for election to the Board of Directors and its Chairman and designation of nominees for the Board of Auditors for the next three financial periods of Fiera Milano Spa, that is until the approval of the Financial Statement for the year ending 31 December 2014

The Board of Directors of Fondazione designated a list of nominees for the Board of Directors of Fiera Milano Spa, whose term in office expires with the above cited Ordinary Meeting, resolving to confer the powers to submit the following list of nominees at the same Ordinary Meeting:

•        For the Board of Directors of Fiera Milano Spa for the 2012-2013-2014 financial periods:

1. Michele Perini
2. Roberto Mario Baitieri
3. Renato Borghi
4. Attilio Fontana
5. Giampietro Giuseppe Omati
6. Enrico Pazzali
7. Pier Andrea Chevallard
8. Romeo Robiglio
9. Michele Motterlini

Designating Board Member Michele Perini as Chairman and indicating to the new Board of Directors of Fiera Milano to confer the position of CEO to Enrico Pazzali.

•        For the Board of Auditors of Fiera Milano Spa for the 2012-2013-2014 financial periods:

Statutory Auditors
1. Stefano Mercorio
2. Alfredo Mariotti
3. Damiano Zazzeron 
Alternate Auditors
1. Antonio Guastoni
2. Pietro Michele Pensato

“This project for the Financial Statement and this designation of the new Office Holders of Fiera Milano Spa, which met with the wide approval of the Board of Directors of Fondazione – stated Chairman Gianpiero Cantoni in a note – are the result of a 3-year term that ended with significant economic results thus allowing Fiera Milano to be more competitive and efficient in meeting the ever more demanding challenges of a global exhibition system where business models are required to adapt constantly. With the support of Fondazione as the majority shareholder – also through the Anti-crisis Fund – while respecting the independence of the company and operating in the interests of all shareholders, both public and private, but in keeping with its own company purpose which is to promote and expand the organization of exhibitions in Italy and overseas, Fiera Milano undertook and successfully implemented a makeover and improved its organizational efficiency, an effective strategy that also included a greater international focus, and more best practice  in corporate governance”.

Chairman Cantoni continued: “As was pointed out at the International Forum on the Exhibition Industry organized by Fondazione that has just ended, the Milanese exhibition system boasts almost a century-long worldwide leadership and this role must be further strengthened for what is one of the most important, reliable and qualified players in the industry. A sign in this direction may come from the forthcoming Ordinary Meeting of Fiera Milano Spa, with the prospects that the new Fiera Milano Board of Directors will have during its 3-year term, also in terms of strengthening and streamlining the governance system that links the majority shareholder Fondazione, to its company Fiera Milano Spa, which has all the people and logistics facilities to fully regain its international leadership.”

Chairman Cantoni ended: “fieramilano is a complex that is known and highly reputed worldwide, and is visited by more than seven million trade people each year. As well as by thousands of academics, students and professionals from all countries wanting to admire its fine architecture and services. Compatible functions (the hotel towers by Perrault and the horizontal 5+1AA tower) are another architectural landmark that has deeply changed the entire skyline of north-west Milan. Then there’s the MiCo – Milano Congressi which, after expanding the existing city conference center with seating for 18,000 people provides the city and the entire country with the largest, most avant-garde facility in the sector at a European and – probably – at a worldwide level. Now that the hardware has been completed, and that work on the large-scale and necessary exhibition-conference infrastructures has ended, we must work hard, in agreement with our company Fiera Milano spa, to continue to improve the software, i.e. the core exhibition business.”