DAVIDE CAMPARI-MILANO N.V. is a company incorporated under Dutch law and its shares are listed on Mercato Telematico Azionario of Borsa Italiana (MTA).
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SHAREHOLDERS' MEETINGS
2020-09-18T09:00:00
OUTSTANDING SHARE CAPITAL AND VOTING RIGHTS AS OF THE DATE OF THE NOTICE AND AS OF THE RECORD DATE
As of the date of the notice (7 August 2020) for the Extraordinary General Meeting of shareholders (‘EGM’) of Davide Campari-Milano N.V. (the ‘Company’) to be held on 18 September 2020, at Schiphol, The Netherlands, and as of the record date (21 August 2020) – the share capital of the Company consists of the following:
- 1,161,600,000 ordinary shares which are issued and outstanding. Ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.
- 665,718,342 special voting shares A which are issued and outstanding. Special voting shares A are not listed, not transferable (save for the exceptions set forth in the Special Voting Shares Terms and Conditions). Each special voting share A confers the right to cast one vote.
For sake of clarity, as of 7 August 2020, the Company owned 33,705,381 ordinary shares, while, as of 21 August 2020 (record date), the Company owns 34,972,091 ordinary shares, without the right for the Company to cast any vote.
Therefore, the total number of voting rights which can be cast at the EGM is equal to 1,792,346,251.
ONLINE VOTING INSTRUCTIONS
Starting from 22 August 2020 (the day after the Record Date) shareholders, holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the EGM, may log in to the website in order to directly cast their vote online, through the following link: https://servizi.computershare.it/eRD/index.aspx?nos=600628000
Documentation Extraordinary Shareholders' meeting 18 September 2020Draft minutes of the Extraordinary General MeetingExtraordinary Shareholders' meeting 18 September 2020Voting resultsExtraordinary Shareholders' meeting 18 September 2020Additional notice EGM 18 September 2020Extraordinary Shareholders' meeting 18 September 2020Notice of the EGMExtraordinary Shareholders' meeting 18 September 2020Agenda and explanatory notes of the EGMExtraordinary Shareholders' meeting 18 September 2020AoA Amendment (Item 2 of the Agenda)_English textExtraordinary Shareholders' meeting 18 September 2020AoA Amendment (Item 2 of the Agenda)_English redline textExtraordinary Shareholders' meeting 18 September 2020AoA Amendment (Item 2 of the Agenda)_Dutch textExtraordinary Shareholders' meeting 18 September 2020AoA Amendment (Item 2 of the Agenda)_Dutch redline textExtraordinary Shareholders' meeting 18 September 2020AoA Amendment (Item 3 of the Agenda)_English textExtraordinary Shareholders' meeting 18 September 2020AoA Amendment (Item 3 of the Agenda)_English redline textExtraordinary Shareholders' meeting 18 September 2020AoA Amendment (Item 3 of the Agenda)_Dutch textExtraordinary Shareholders' meeting 18 September 2020AoA Amendment (Item 3 of the Agenda)_Dutch redline textExtraordinary Shareholders' meeting 18 September 2020Terms and Conditions for Special Ordinary SharesExtraordinary Shareholders' meeting 18 September 2020Remuneration PolicyExtraordinary Shareholders' meeting 18 September 2020Publication of the additional notice of the Extraordinary General Meeting of ShareholdersForms Extraordinary Shareholders' meeting 18 September 2020Proxy formExtraordinary Shareholders' meeting 18 September 2020Attendance and proxy card2020-06-26T10:00:00
Documentation Extraordinary Shareholders' meeting 26 June 2020Notification of the voting rights total amountExtraordinary Shareholders' meeting 26 June 2020Notice of extraordinary shareholders'meeting 26 June 2020Extraordinary Shareholders' meeting 26 June 2020Explanatory Report on the item on the agenda of the extraordinary general meeting of shareholdersExtraordinary Shareholders' meeting 26 June 2020Notice to revoke the Extraordinary Shareholders’ meeting convened for 26 June 2020Forms Extraordinary Shareholders' meeting 26 June 2020Proxy formExtraordinary Shareholders' meeting 26 June 2020Proxy form Designated Representative2020-03-27T15:00:00
Forms Ordinary and Extraordinary Shareholders' meeting 27 March 2020Proxy formOrdinary and Extraordinary Shareholders' meeting 27 March 2020Proxy form Designated RepresentativeDocumentation Ordinary and Extraordinary Shareholders' meeting 27 March 2020Details regarding attendance to the ordinary and extraordinary shareholders' meeting convened on 27 march 2020 updateOrdinary and Extraordinary Shareholders' meeting 27 March 2020Details regarding attendance to the ordinary and extraordinary shareholders' meeting convened on 27 march 2020Ordinary and Extraordinary Shareholders' meeting 27 March 2020Notice of shareholders’ meeting 27 March 2020Results - Minutes Ordinary and Extraordinary Shareholders' meeting 27 March 2020Minutes of the extraordinary shareholders' meetingOrdinary and Extraordinary Shareholders' meeting 27 March 2020Summary report of the votesOrdinary and Extraordinary Shareholders' meeting 27 March 2020Minutes of the ordinary shareholders' meeting2020-03-27T14:00:00
Documentation EXTRAORDINARY SESSION - PROPOSAL TO TRANSFER THE COMPANY’S REGISTERED OFFICE TO THE NETHERLANDSExplanatory report on the item on the agenda of the extraordinary general meeting of shareholdersEXTRAORDINARY SESSION - PROPOSAL TO TRANSFER THE COMPANY’S REGISTERED OFFICE TO THE NETHERLANDSCampari Group announces the transfer of registered office of Davide Campari-Milano S.p.A to the NetherlandsEXTRAORDINARY SESSION - PROPOSAL TO TRANSFER THE COMPANY’S REGISTERED OFFICE TO THE NETHERLANDSTerms and conditions for the initial allocationEXTRAORDINARY SESSION - PROPOSAL TO TRANSFER THE COMPANY’S REGISTERED OFFICE TO THE NETHERLANDSCampari takes action to prevent opportunistic behaviours in relation to the proposed registered office transferEXTRAORDINARY SESSION - PROPOSAL TO TRANSFER THE COMPANY’S REGISTERED OFFICE TO THE NETHERLANDSClarification notice on the acceptable withdrawal amountEXTRAORDINARY SESSION - PROPOSAL TO TRANSFER THE COMPANY’S REGISTERED OFFICE TO THE NETHERLANDSTransfer of Registered Office - Questions & AnswersEXTRAORDINARY SESSION - PROPOSAL TO TRANSFER THE COMPANY’S REGISTERED OFFICE TO THE NETHERLANDSNotice to shareholders relevant regarding withdrawal procedures2020-03-27T12:00:00
2019-03-16T11:00:00
Results - Minutes Shareholders' Meeting April, 16th 2019Shareholders' Meeting April 16th 2019Forms Ordinary shareholders' meeting 16 April 2019Proxy formOrdinary shareholders' meeting 16 April 2019Proxy form Designated Representative2018-04-23T10:00:00
Results - Minutes Ordinary Shareholders’ meeting 23 April 2018Press release 23 april 2018 Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.Ordinary Shareholders’ meeting 23 April 2018Summary Report of the votes - Ordinary Shareholders' meeting 23 April 2018Ordinary Shareholders’ meeting 23 April 2018Minutes of the Ordinary Shareholders' meeting of Davide Campari-Milano S.p.A. on 23 April 2018Forms Ordinary Shareholders’ meeting 23 April 2018Proxy form Designated RepresentativeOrdinary Shareholders’ meeting 23 April 2018Proxy form2017-12-19T11:00:00
Results - Minutes Ordinary shareholders' meeting 19 December 2017Summary Report of the votes - Ordinary Shareholders' meeting 19 December 2017Ordinary shareholders' meeting 19 December 2017Press release 19 December 2017 Ordinary shareholders’ meeting of Davide Campari-Milano S.p.A.Ordinary shareholders' meeting 19 December 2017Minutes of the Ordinary shareholders' meeting of Davide Campari-Milano S.p.A. on 19 December 2017Documentation Ordinary shareholders' meeting 19 December 2017Call of ordinary shareholders’ meeting 19 December 2017Ordinary shareholders' meeting 19 December 2017- Board of Directors’ Report on the items on the Agenda of the Shareholders’ Meeting 19 December 2017Forms Ordinary shareholders' meeting 19 December 2017Proxy formOrdinary shareholders' meeting 19 December 2017Proxy form Designated Representative2017-04-28T10:00:00
Results - Minutes ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 28 APRIL 2017Press Release 28 April 2017 Extraordinary and Ordinary Shareholders’ meeting of Davide Campari‐Milano S.p.A.ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 28 APRIL 2017Summary Report of the votes - Extraordinary and Ordinary Shareholders' meeting 28 April 2017ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 28 APRIL 2017Articles of AssociationORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 28 APRIL 2017Minutes of the Ordinary shareholders' meeting of Davide Campari-Milano S.p.A. of 28 April 2017ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 28 APRIL 2017Minutes of the Extraordinary shareholders' meeting of Davide Campari-Milano S.p.A. of 28 April 2017Forms ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 28 APRIL 2017Proxy formORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 28 APRIL 2017Proxy form Designated Representative2016-04-29T10:00:00
Results - Minutes Ordinary Shareholders' Meetings 29 April 2016Minutes of the Ordinary Shareholders' Meeting of Davide Campari-Milano S.p.A. of 29 April 2016Ordinary Shareholders' Meetings 29 April 2016Summary Report of the votes - Ordinary Shareholders' Meetings 29 April 2016Ordinary Shareholders' Meetings 29 April 2016Press Release 29 April 2016 Ordinary Shareholders’ meeting of Davide Campari‐Milano S.p.A.Forms Ordinary Shareholders' Meetings 29 April 2016Proxy Form 29 April 2016Ordinary Shareholders' Meetings 29 April 2016Proxy form Designated Representative 29 April 30162015-12-28T11:00:00
Results - Minutes Extraordinary Shareholders' Meeting 28 January 2015Minutes of the Extraordinary Shareholders' Meeting of January 28Extraordinary Shareholders' Meeting 28 January 2015Publication of the updated Articles of Association and the minutes of the Extraordinary Shareholders' MeetingExtraordinary Shareholders' Meeting 28 January 2015Extraordinary Shareholders’ Meeting of Davide Campari-Milano S.p.A.: loyalty shares approved by a large majorityForms Extraordinary Shareholders' Meeting 28 January 2015Proxy formExtraordinary Shareholders' Meeting 28 January 2015Proxy form Designated RepresentativeDocumentation Extraordinary Shareholders' Meeting 28 January 2015Explanatory Report by the Board of Directors to the Extraordinary Shareholders' MeetingExtraordinary Shareholders' Meeting 28 January 2015Notice convening the extraordinary shareholders’ meetingExtraordinary Shareholders' Meeting 28 January 2015Call of Extraordinary shareholders’ meetingExtraordinary Shareholders' Meeting 28 January 2015Shareholders’ meeting of 28 January 2015 (loyalty shares) Addendum to the Explanatory ReportExtraordinary Shareholders' Meeting 28 January 2015Press release 9 January 2015 - Shareholders’ meeting of 28 January 2015 (loyalty shares) - Filing of documentationExtraordinary Shareholders' Meeting 28 January 2015Explanatory Report by the Board of Directors to the Extraordinary Shareholders' Meeting (amended version)2015-04-30T10:00:00
Results - Minutes Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Articles of AssociationOrdinary and Extraordinary Shareholders' Meeting 30 April 2015Publication of the minutes of the Extraordinary and Ordinary Shareholders’ meeting of April 30Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Minutes of the Extraordinary Shareholders' Meeting of Davide Campari-Milano S.p.A. of April 30Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Minutes of Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A. of April 30Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Summary Report of the votes - Extraordinary and ordinary Shareholders' Meetings 30 April 2015 (available only in italian)Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Press Release 30 April 2015 Extraordinary and Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.Forms Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Proxy form 30 April 3015Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Proxy form Designated Representative 30 April 30152014-04-30T10:00:00
Results - Minutes Ordinary Shareholders' Meetings 30 April 2014Minutes of the Ordinary Shareholders’ Meeting of Davide Campari-Milano S.p.A. of 30 April 2014Forms Ordinary Shareholders' Meetings 30 April 2014Proxy form Designated RepresentativeOrdinary Shareholders' Meetings 30 April 2014Proxy formAttending and Voting Ordinary Shareholders' Meetings 30 April 2014Regulations governing Shareholders' meeting2013-04-30T12:30:00
Results - Minutes Ordinary Shareholders' Meetings 30 April 2013Minutes of the Ordinary Shareholders’ Meeting of Davide Campari-Milano S.p.A. of 30 April 2013Attending and Voting Ordinary Shareholders' Meetings 30 April 2013Regulations governing Shareholders' meetingOrdinary Shareholders' Meetings 30 April 2013Regulations governing Shareholders' meetingForms Ordinary Shareholders' Meetings 30 April 2013Proxy formOrdinary Shareholders' Meetings 30 April 2013Proxy form Designated RepresentativeOrdinary Shareholders' Meetings 30 April 2013Proxy formOrdinary Shareholders' Meetings 30 April 2013Proxy form Designated Representative -
BOARD
OF DIRECTORSThe Board of Directors, composed of nine members, was appointed by the ordinary shareholders’ meeting held on 16 April 2019 for the three-year period 2019-2021. Luca Garavoglia was appointed as Chairman of the Board of Directors with the powers provided under statutory provisions and the by-laws.
Robert Kunze-Concewitz, Paolo Marchesini and Fabio Di Fede are appointed as Executive Managing Director.
FUNCTIONS OF THE BOARD OF DIRECTORS
The Board has full ordinary and extraordinary administrative powers to manage the Company and to achieve the corporate purpose.
It constitutes the central body of the Company’s corporate governance system.
The Board is responsible for setting out strategic and management guidelines for the Company and the Group and for monitoring general performance, as well as defining and applying the Company’s corporate governance rules and examining internal audit procedures.
By-Laws of the Board of Directors xx
Name Role Luca Garavoglia Chairman Robert Kunze-Concewitz Chief Executive Officer
Executive Managing DirectorPaolo Marchesini Chief Financial Officer
Executive Managing DirectorFabio Di Fede Group General Counsel and Business Development Officer
Executive Managing DirectorEugenio Barcellona Director and member of the Control & Risks Committee and Remuneration & Appointment Committee Annalisa Elia Loustau* Director and member of the Control & Risks Committee and Remuneration & Appointment Committee Catherine Gérardin-Vautrin* Director and member of the Control & Risks Committee and Remuneration & Appointment Committee Alessandra Garavoglia Director Michel Klersy* Director Fabio Facchini Director *Independent Director.
Internal Committees
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Control & Risks Committee
Name Position Eugenio Barcellona Director Annalisa Elia Loustau Independent Director Catherine Gérardin-Vautrin Independent Director
Fabio Facchini Director
Terms of Reference Control and Risks Committee xx
RISK MANAGEMENTDavide Campari-Milano N.V. and Campari Group are exposed to external risks and uncertainties arising from general or specific conditions in the industries in which they work, as well as to risks arising from strategic decisions and internal operational risks.
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Remuneration and Appointment Committee
Name Position Eugenio Barcellona Director Annalisa Elia Loustau Independent Director Catherine Gérardin-Vautrin Independent Director Terms of Reference Remuneration and Appointment Committee xx
Remuneration
Discover moreThe remuneration policy for directors is defined by the Board in response to the proposals of the Remuneration and Appointment Committee, after consulting the Board of Auditors.
The Remuneration Report, approved by the Board of Directors, following a proposal by the Remuneration and Appointment Committee, in accordance with the applicable legal and regulatory duties, defines and illustrates: the compensation paid and stock options allocated to members of Board of Directors and Statutory Auditors. The Report also illustrates the shareholdings held by Directors.
Hereinafter is made available the Remuneration Report pursuant to article 123-ter of the TUF and the Stock Option plan pursuant to article 114-bis of the TUF, together with the related regulation document, approved by the latest shareholders' meeting.
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Control & Risks Committee
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EXTERNAL AUDITOR
EY was engaged to audit the Company's accounts by the shareholders' meeting of 19 December 2017.
The engagement was made for the financial years 2019-2027.
GOVERNANCE REPORT
Report on corporate governance and ownership structure 2019
DownloadReport on corporate governance and ownership structure 2018
DownloadReport on corporate governance and ownership structure 2015
DownloadReport on corporate governance and ownership structure 2014
DownloadReport on Corporate Governance and Ownership Structure 2013
DownloadReport on corporate governance and ownership structure 2012
DownloadReport on corporate governance and ownership structure 2011
DownloadReport on corporate governance and ownership structure 2010
DownloadReport on corporate governance 2009
DownloadReport on corporate governance 2008
DownloadReport on corporate governance 2006
DownloadReport on corporate governance 2005
DownloadReport on corporate governance 2004
DownloadRULES AND PROCEDURES
Below you will find the procedures put in place by Davide Campari-Milano N.V. for the regulation of its activities.
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MODELLO 231
In adopting this Model DAVIDE CAMPARI-MILANO N.V. aims to strengthen its organisational management and internal control, with specific reference to the regulations laid down by Legislative Decree 231 of 8 June 2001, and to increase the awareness of the Recipients of the Model of the importance of exemplary and transparent conduct, so as to minimise the risk of the offences set out in the Decree being committed.
This Model represents a formalisation of existing management structures, procedures and controls and forms part of the internal control system put in place by the Company in compliance with applicable regulations and legislation and consistent with best practice in corporate governance and the principles and rules of the Corporate Governance Code issued by listed companies.This Model was approved by the Davide Campari-Milano S.p.A. Board of Directors on 11 November 2008 and subsequently updated to reflect any relevant legislative amendments.
Organisational, management and control model pursuant to legislative decree 231 of 8 June 2001
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INTERNAL DEALING
Internal Dealing Procedure
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RELATED PARTIES TRANSACTIONS
Procedure for transactions with related parties
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OTHER DOCUMENTS
Procedure for processing and managing material and insider information
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VOTING RIGHTS AND LOYALTY SHARES
Special Voting Shares
In order to further strengthen the stability of the Campari Group and foster the development and the continuous involvement of a stable base of long-term (loyal) shareholders, as from the effective date of transfer of the official seat to the Netherlands (i.e. as from 4th July 2020), the Company adopted a mechanism based on the assignment to loyal shareholders of special voting shares (Special Voting Shares), to which multiple voting rights are attached, in addition to the one granted by ordinary shares (Ordinary Shares).
The Special Voting Shares and the terms and conditions for their allocation are provided in and governed by (i) the Articles of Association xx; and (ii) the Terms and Conditions for Special Voting Shares xx.
As further detailed in the Articles of Association and in the Terms and Conditions for Special Voting Shares, long-term loyal shareholders may be assigned with:
- 2 votes for each Ordinary Share held for an uninterrupted period of 2 years, through the assignment of special voting shares A (Special Voting Shares A);
- 5 votes for each Ordinary Share held for an uninterrupted period of 5 years, through the assignment of special voting shares B (Special Voting Shares B);
- 10 votes for each Ordinary Share held for an uninterrupted period of 10 years, through the assignment of special voting shares C (Special Voting Shares C).
Allocation of Special Voting Shares
For the purpose of allocation of Special Voting Shares, a special register has been set up by the Company (the Loyalty Register).
Shareholders wishing to elect to receive Special Voting Shares shall submit to the Company (through the intermediary with which their Ordinary Shares are registered) an Election Form xx, duly completed and signed, requesting the registration of such Ordinary Shares in the Loyalty Register, as better detailed in the Terms and Conditions for Special Voting Shares.
The assignment of Special Voting Shares does not limit the transferability of the Ordinary Shares to which the Special Voting Shares are connected, provided that, in order to transfer such Ordinary Shares, the shareholder shall request that the Ordinary Shares are removed from the Loyalty Register by submitting, in accordance with the Terms and Conditions for Special Voting Shares, a duly filled-in De-Registration Form xx.
In any case, save for transfers to certain specific transferees (‘loyalty transferee’, for details, please see the Terms and Conditions for Special Voting Shares), after the transfer, as well as upon the occurrence of a change of control in respect of that shareholder, the voting rights connected to the Special Voting Shares will be suspended with immediate effect and the Special Voting Shares will be transferred to Campari without payment of any consideration.
For further details, please refer to the Articles of Association and the Terms and Conditions for Special Voting Shares.
SPECIAL ORDINARY SHARES
In order to implement Article 13.11 of the Company’s articles of association, the extraordinary general meeting of Campari approved the authorization to provide holders of special voting shares C with the right to exchange one special voting share C, together with the corresponding qualifying ordinary share C, for one special ordinary share giving right to 20 votes (the Special Ordinary Share).
In order for a special voting share C and the corresponding qualifying ordinary share C to qualify for conversion into a Special Ordinary Share giving right to 20 votes, a shareholder must hold such special voting share C at the designated conversion period. There will be two windows for holders of special voting shares C to apply for conversion:
(i) the first conversion period will start on 1st November 2028 and end on 30 November 2028, and
(ii) the second conversion period will start on 1st November 2030 and end on 30 November 2030.
The second conversion period will allow all shareholders as at the date hereof to qualify for conversion of their shares into Special Ordinary Shares: all shareholders opting to become eligible for special voting shares A prior to 30 November 2020 will be qualified for holding special voting shares C during the second conversion period and will be thus entitled to exercise the conversion right into Special Ordinary Shares.
The Special Ordinary Shares will have the same economic rights as the existing ordinary shares, and will not be listed on a regulated market.
For further details, please refer to the Articles of Association and the Terms and Conditions for Special Ordinary Shares .
The updated situation of the capital share v and shareholding structure is available on monthly basis.
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For any technical or operational question, please contact campari@computershare.it.
GOVERNANCE CONTACTS
Davide Campari-Milano N.V.
Via Franco Sacchetti, 20
20099 Sesto San Giovanni - Milano
Tel. +39 02 6225 1
Fax: +39 02 6225 479
E-mail: segreteria.societaria@campari.com
Maurizio Ferrazzi: General Counsel - Corporate Italy & Group Functions