Notice of meeting of the holders of the notes Davide Campari – Milano S.p.A. “4.33% Series A Senior Notes due July 16, 2015”
Davide Campari – Milano S.p.A.
Registered Office: Sesto San Giovanni (MI), via Franco Sacchetti n. 20
Company share capital Euro 58.080.000 fully paid-up
Fiscal code and VAT n. 06672120158
Milan Company Register n. 06672120158
Notice of Noteholders’Meeting
Notice is hereby given that a meeting of the holders of the notes Davide Campari – Milano S.p.A.“4.33% Series A Senior Notes due July 16, 2015” (the “Notes”) is to be held at the offices of Notary Public, Mr. Stefano Zanardi, in Milan, via Giosuè Carducci n. 8, on August 2, 2010 at 11 a.m. (local time), on first call, and, if needed, on second call on August 3, 2010 and, if needed, on third call on August 8, 2010, at the same time and location, to discuss and resolve on the following
1) Modifications of the terms and conditions of the Notes by the amendment of the Note Purchase Agreement (the “Agreement”) entered into on July 16, 2003.
The amendments of the Agreement submitted to the Noteholders’ approval shall be described in more detailed documentation to be provided by Davide Campari – Milano S.p.A. (the “Company”).
At least seven days before the meeting on first call, this documentation shall be sent to each Noteholder, at the address recorded in the register of Notes kept by the Company by e-mail (or in other form in case no e-mail address is recorded), together with a draft of the Agreement, which shows the amendments proposed and a proxy form. By the same date, these documents shall be deposited at the Company’s head office and shall remain at the Noteholders’ disposal until the date of the meeting.
Even though complete information is given in the abovementioned documents, the most important amendments of the Agreement concern modifications of the obligations of the Company related to the limits of the consolidated net indebtedness and, particularly, the possibility of temporary elevation of such indebtedness, in connection to significant acquisitions carried out by the Company and in consideration of an accrual of the interest rate for the relevant period of time.
The outstanding Notes, whose principal amount is USD 500,000.00, are 200, for an aggregate principal amount of USD 100,000,000.00.
The conditions for participation in the meeting are described in the Provision for meetings of noteholders (Schedule 17.1 of the Agreement).
Only Noteholders who shall deposit at least two business days before the meeting on first call at the Company’s head office the Notes or the voting certificate released by Deutsche Bank Trust Company Americas, as depository of the Notes, pursuant to Section 17.1 of the Agreement and to Section 7 of the Provision for meetings of noteholders, shall be entitled to attend and vote at the meeting.
The Company’s Corporate Secretary office is available for any further information Noteholders may need at the number +39.02.6225281 or by e-mail at email@example.com.
This notice, published on the Official Gazette of the Republic of Italy, shall be sent, also translated in English, to each Noteholder at the address recorded and shall be also available on website www.camparigroup.com.
The President of the Board of Directors