THE BOARD OF DIRECTORS APPROVES THE DRAFT FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2023

Bologna, 28 March 2024

The Board of Directors of BolognaFiere S.p.A., a company listed on the Professional segment of the Euronext Growth Milan market which is organised and managed by Borsa Italiana, has approved the first consolidated financial statements and the draft financial statements at 31 December 2023 after last December’s listing and return to profit after the years of the pandemic.

Consolidated results at 31 December 2023
Revenues totalled 233.5 million Euro (231.4 million Euro net of the so-called special items, i.e. positive income components relating to post-pandemic State aid), recording 17% growth on the previous year (197,9 million Euro at 31 December 2022). The division of the revenues, net of intercompany entries, highlights the Group’s profile as an exhibition organiser (96.8 million Euro, 42% of revenues net of special items) and growth in turnover in “set-up and architecture” (40% of the total); venue management relating to trade fairs, congresses and other events, generated 42.8 million Euro, around 18% of the total.

The growth in revenues was accompanied by an even better performance in terms of profitability. Adjusted EBITDA (i.e. excluding the costs of listing and other non-recurring elements) reached 29.6 million Euro (12.8% of Adjusted Revenues) and was up by 10.1 million Euro compared to 19.6 million Euro in 2022, an increase of over 50%. The performance, which was in line with the forecasts of the Industrial Plan, benefitted not only from the growth in revenues, but also from the actions taken by the Group in terms of developing the exhibition portfolio, whether directly organised or hosted, from the expansion of the product range in set-up and architecture and, more generally, from the increase in the level of internal efficiency.
The net result stood at 732 thousand Euro, against a loss of 5.3 million Euro in 2022, with a significant recovery by the parent company which went from a loss of 14 million Euro in 2022 to a net profit of 2.1 million Euro in 2023.

The Monetary Net Financial Position calculated according to the criteria of the Group, stands at 75.9 million euros (106.4 million the total Net Financial Position, calculated including the effects of applying IFRS 16, put options and derivatives) significantly better than 111.5 million Euro monetary NFP at 31 December 2022 (135.4 million Euro PFN overall). Also Equity rose sharply, going from 195.8 million Euro to 241.8 million Euro to December 31, 2023.
The financial structure, besides the Group’s excellent operational performance, was positively impacted by the listing operation which ended on 18 December 2023 and took the form of a share capital increase of 40 million Euro, of which 15 million Euro through a rights issue at a price of 1.25 Euro per share and the subsequent placement of the unsubscribed part, and 25 million Euro from the conversion of the Convertible Bonded Loan issued on 14 December 2022 and wholly underwritten by Informa Group Limited.

Use of the net profit
The Board of Directors will propose to the Shareholders’ Meeting to carry forward the parent company’s net profit for the year of 2,122,916 Euro.

“The restart of the sector, the expansion of the exhibition and congress calendar and, more generally, the growth policies adopted by the Group before, during and after the pandemic, are producing results, with consolidated revenues standing at 233.5 million Euro and profits of almost 30 million Euro up by over 50% on 2022,” explains the Chairman of BolognaFiere, Gianpiero Calzolari “In addition, turnover is benefitting from the growth in the set-up sector also thanks to the expansion of the consolidated perimeter due to M&A operations.”

Parent company results at 31 December 2023
Revenues were 76.6 million Euro (68.2 million Euro net of special items) compared to 66.6 million Euro at 31 December 2022.
EBITDA was 5.1 million Euro (negative EBITDA of 0.7 million Euro at 31 December 2022).
Net profit was 2.1 million Euro (net loss of 14 million Euro at 31 December 2022).
The Monetary Net Financial Position was 88.3 million Euro (86.1 million the total net financial position) compared to 120,3 million Euro at December 31, 2022 (116,9 million the total NFP).

Events after 31 December 2023
Among the main events after the end of 2023, we may note in particular:

• The first edition of Cosmoprof Miami organised by the joint venture USA Beauty Llc, aimed at being present on the American market in the beauty sector with the expansion of the local partnership to the Informa Group too; the event was very successful both in terms of the number and quality of exhibitors and the presence and international origin of buyers.
• The Rationalisation of the Group’s corporate structure which, inter alia, envisages the merger of five fully owned subsidiaries, therefore without any accounting impact in terms of Equity, i.e. Bologna Congressi S.r.l., BFEng S.r.l., Metef S.r.l. and Pharmintech S.r.l. merged into BolognaFiere S.p.A. and Events Factory Italy S.r.l. into BolognaFiere Cosmoprof S.p.A., which will enable the Group to make savings on overheads.
• Acquisition of new hosted event "We Make Future”, the international innovation fair for the first time is scheduled in Bologna from 13 to 15 June.

Outlook
After a 2023 which confirmed the substantial return nationally and internationally to post-pandemic normality, the first few months of 2024 confirmed this evidence with the performance of all the exhibitions and fairs being in line with or above expectations, similar to the trend in orders won in set-up and architecture. A potentially favourable scenario is shaping up for the development of the business, despite some external elements such as the continuation of international tensions which generate a climate of overall uncertainty for companies, the trend in inflation which, although moderating, is still ongoing and may cause a further increase in production costs, as well as still high interest rates which are a burden on financial management. In this context the BolognaFiere Group continues to consolidate its growth process and to significantly increase its profits thanks to the development initiatives undertaken, as set out in the Industrial Plan, continuing along the path of recovery as shown by the results achieved in 2023.

The Group is aiming to further improve results in 2024 with Revenues envisaged in a range of 230-240 million Euro, EBITDA of 32-35 million Euro and a monetary Net financial position of 70-80 million Euro.

Further resolutions of the board of directors
During today’s meeting the Board of Directors also approved the merger plans of Bologna Congressi S.r.l.,, Pharmintec S.r.l, Metef S.r.l. and Bfeng S.r.l.

Moreover, the Board of Directors assessed the independence of independent directors Rosa Grimaldi, Celso Luigi De Scrilli, Cathy La Torre, Teresa Lopilato, Marco Palmieri, and Stephen Andrew Carter, verifying, pursuant to Article 6-bis of the Euronext Growth Milan Issuers' Regulations, whether they meet the independence criteria set forth in the Articles of Association, also taking into account the quantitative and qualitative criteria of significance of relationships potentially relevant to the assessment of the independence requirements for directors, approved by the Board on February 15, 2024.

Call of Shareholders’ Meeting and deposit of documentation
The Board of Directors approved the call of the Ordinary Shareholders’ Meeting for April 29, 2024, in the times and places which will be communicated in the related call notice to be published in the timeframes and according to the means envisaged by the applicable law, to submit to the Shareholders the approval of the financial statements for the year ending December 31, 2023, the allocation of the result for the year and the integration of the Board of Statutory Auditors with the appointment of an alternate auditor pursuant to Article 2401, Civil Code.
The documentation, including the reports approved by the Board of Directors for each item on the agenda of the aforementioned Shareholders’ Meeting, will be available, within the legal timeframes and applicable regulations, on the website www.bolognafiere.it, Investor Relations/Shareholders’ Meetings section, and on the website www.borsaitaliana.it.

The audit of the draft financial statements has still not been finalised and the audit report will therefore be made available within the legal timeframes. Finally, the attached income statement and statement of financial position are reclassified accounts and as such are not subject to verification by the independent auditor.

Attached:

• Consolidated income statement at 31/12/2023 vs 2022
• Reclassified consolidated balance sheet as of 12/31/2023 vs. 2022
• Consolidated statement of financial position at 31/12/2023 vs 2022
• Consolidated statement of cash flows at 31/12/2023 vs 2022
• Income statement of BolognaFiere S.p.A. at 31/12/2023 vs 2022
• Reclassified Balance Sheet BolognaFiere S.p.A. as of 12/31/2023 vs. 2022
• Statement of financial position of BolognaFiere S.p.A. at 31/12/2023 vs 2022
• Statement of cash flows of BolognaFiere S.p.A. at 31/12/2023 vs 2022

To view the attachments, download the full press release.

***

BolognaFiere S.p.A. (ISIN: IT0003516066, ticker BF) is among the main international exhibition operators. The Group covers all the stages of the value chain (exhibition organisation, venue management, set-up and architecture), it operates in over 15 countries across 3 continents (Europe, Asia and America), and it organises over one hundred exhibitions each year. In 2005 it was the first Italian exhibition operator to open an office in China where it now has around 60 employees. It is the leading operator in Italy for the share of turnover and events organised abroad, it is world leader in the cosmetics sector with the Cosmoprof brand and in the Italian market for exhibition layouts with the brands under Henoto S.p.A., and it organises the most important international children’s publishing exhibition, the Bologna Children’s Book Fair. In Italy the Group operates in 4 exhibition/congress locations: Bologna, Modena, Ferrara and, as industrial partner with a 15% stake in Nuova Fiera del Levante S.r.l., Bari.