DAVIDE CAMPARI-MILANO N.V. is a company incorporated under Dutch law and its shares are listed on the Italian Stock Exchange managed by Borsa Italiana S.p.A.
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SHAREHOLDERS' MEETINGS
2025-04-16T10:00:00
OUTSTANDING SHARE CAPITAL AND VOTING RIGHTS AT THE DATE OF THE NOTICE
As of the date of the notice (4 March 2025) for the Annual General Meeting of shareholders (‘AGM’) of Davide Campari-Milano N.V. (the ‘Company’) to be held on 16 April 2025, the share capital of the Company consists of the following:
- 1,231,267,738 ordinary shares which are issued and outstanding. Ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.
- 71,696,938 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.
- 594,021,404 special voting shares B which are issued and outstanding. Special voting shares B are not listed, not transferable (save for the exceptions set forth in the Special Voting Shares Terms and Conditions). Each special voting share B confers the right to cast four votes.
As of the date of the notice (4 March 2025) for the AGM, the Company owns 30,218,200 treasury shares without the right for the Company to cast any vote.
Therefore, at such date, the total number of voting rights which can be cast at the AGM is equal to 3,616,709,941.As of the record date (19 March 2025) the total number of voting rights which can be cast at the AGM is equal to 3,613,364,426.
Please refer to the AGM notice for more information on how the AGM will take place, how to participate and how to vote.
VOTING VIA WEB PROCEDURE
Starting from 20 March 2025 (the day after the Record Date), for entitled shareholders votes can be cast directly online, through the following link:
https://assemblea.computershare.it/eRD/index.aspx?nos=1230431284
PROXY FORM
Below is provided the Proxy Form to be used by shareholders holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the meeting, in order to appoint Computershare S.p.A. to vote online according to the instructions provided in the form.
VIRTUAL ATTENDANCE TO THE AGM
In addition to the possibility of physically attending the AGM, the Company wishes to assist its shareholders to attend the AGM also virtually by providing an adequate opportunity to follow the meeting. Upon registration and request of virtual attendance, shareholders will receive an email with a link to login for the AGM.
Shareholders will be able to login for (virtual) admission to the meeting on 16 April 2025 from 9.00 am CEST.
Documentation Annual General Meeting 16 April 2025Annual report for the year ended 31.12.2024AGM Voting Results Agenda & Explanatory Notes Minutes of the Annual General Meeting Notice of call Remuneration Policy Candidates CVForms Annual General Meeting 16 April 2025Proxy Form2025-01-15T10:00:00
OUTSTANDING SHARE CAPITAL AND VOTING RIGHTS AT THE DATE OF THE NOTICE
As of the date of the notice (4 December 2024) for the Extraordinary General Meeting of shareholders (‘EGM’) of Davide Campari-Milano N.V. (the ‘Company’) to be held on 15 January 2025, the share capital of the Company consists of the following:
- 1,231,267,738 ordinary shares which are issued and outstanding. Ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.
- 71,696,938 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.
- 594,021,404 special voting shares B which are issued and outstanding. Special voting shares B are not listed, not transferable (save for the exceptions set forth in the Special Voting Shares Terms and Conditions). Each special voting share B confers the right to cast four votes.
As of the date of the notice (4 December 2024) for the EGM, the Company owns 28,313,076 treasury shares without the right for the Company to cast any vote.
Therefore, at such date, the total number of voting rights which can be cast at the EGM is equal to 3,650,737,216.
As of the record date (18 December 2024) the total number of voting rights which can be cast at the AGM is equal to 3,619,088,719.
Please refer to the EGM notice for more information on how the EGM will take place, how to participate and how to vote.
VOTING VIA WEB PROCEDURE
Starting from 19 December 2024 (the day after the Record Date), for entitled shareholders votes can be cast directly online, through the following link:
https://assemblea.computershare.it/eRD/index.aspx?nos=165728134
PROXY FORM
Below is provided the Proxy Form to be used by shareholders holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the meeting, in order to appoint Computershare S.p.A. to vote online according to the instructions provided in the form.
VIRTUAL ATTENDANCE TO THE EGM
In addition to the possibility of physically attending the EGM, the Company wishes to assist its shareholders to attend the EGM also virtually by providing an adequate opportunity to follow the meeting. Upon registration and request of virtual attendance, shareholders will receive an email with a link to login for the EGM.
Shareholders will be able to login for (virtual) admission to the meeting on 15 January 2025 from 9.00 am CEST.
Documentation Extraordinary General Meeting 15 January 2025Minutes of the Extraordinary General Meeting Voting results Notice of call Agenda and Explanatory Notes Simon Hunt's key terms of engagementForms Extraordinary General Meeting 15 January 2025Proxy form2024-04-11T10:00:00
OUTSTANDING SHARE CAPITAL AND VOTING RIGHTS AT THE DATE OF THE NOTICE
As of the date of the notice (27 February 2024) for the Annual General Meeting of shareholders (‘AGM’) of Davide Campari-Milano N.V. (the ‘Company’) to be held on 11 April 2024, the share capital of the Company consists of the following:
- 1,231,267,738 ordinary shares which are issued and outstanding. Ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.
- 71,696,938 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.
- 594,021,404 special voting shares B which are issued and outstanding. Special voting shares B are not listed, not transferable (save for the exceptions set forth in the Special Voting Shares Terms and Conditions). Each special voting share B confers the right to cast four votes.
As of the date of the notice (27 February 2024) for the AGM, the Company owns 60,878,191 treasury shares without the right for the Company to cast any vote.
Therefore, at such date, the total number of voting rights which can be cast at the AGM is equal to 3,618,172,101.
As of the record date (14 March 2024) the total number of voting rights which can be cast at the AGM is equal to 3,618,243,755.
Please refer to the AGM notice for more information on how the AGM will take place, how to participate and how to vote.
VOTING VIA WEB PROCEDURE
Starting from 15 March 2024 (the day after the Record Date), for entitled shareholders votes can be cast directly online, through the following link:
https://assemblea.computershare.it/eRD/index.aspx?nos=1085355432
PROXY FORM
Below is provided the Proxy Form to be used by shareholders holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the meeting, in order to appoint Computershare S.p.A. to vote online according to the instructions provided in the form.
VIRTUAL ATTENDANCE TO THE AGM
In addition to the possibility of physically attending the AGM, the Company wishes to assist its shareholders to attend the AGM also virtually by providing an adequate opportunity to follow the meeting. Upon registration and request of virtual attendance, shareholders will receive an email with a link to login for the AGM.
Shareholders will be able to login for (virtual) admission to the meeting on 11 April 2024 from 9.00 am CEST.
Forms Annual General Meeting 11 April 2024Proxy Form2023-04-13T10:00:00
OUTSTANDING SHARE CAPITAL AND VOTING RIGHTS AT THE DATE OF THE NOTICE AND AT THE RECORD DATE
As of the date of the notice (21 February 2023) for the Annual General Meeting of shareholders (‘AGM’) of Davide Campari-Milano N.V. (the ‘Company’) to be held on 13 April 2023 and as of the record date (16 March 2023), 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.
As of the record date (16 March 2023), the Company owns 75,431,832 treasury shares without the right for the Company to cast any vote.
Therefore, the total number of voting rights which can be cast at the AGM is equal to 1,751,886,510.
Please refer to the AGM notice for more information on how the AGM will take place, how to participate and how to vote.
VOTING THROUGH VIA WEB PROCEDURE
Starting from 17 March 2023 (the day after the Record Date), for entitled shareholders votes can be cast directly online, through the following link:
https://servizi.computershare.it/eRD/index.aspx?nos=414448137
PROXY FORM
Below is provided the Proxy Form to be used by shareholders holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the meeting, in order to appoint Computershare S.p.A. to vote online according to the instructions provided in the form.
VIRTUAL ATTENDANCE TO THE AGM
In addition to the possibility of physically attending the AGM, the Company wishes to assist its shareholders to attend the AGM also virtually by providing an adequate opportunity to follow the meeting. Upon registration and request of virtual attendance, shareholders will receive an email with a link to login for the AGM.
Shareholders will be able to login for (virtual) admission to the meeting on 13 April 2023 from 9.00 am CEST.
Documentation Annual General Meeting 13 April 2023Annual report for the year ended 31.12.2022Minutes of the annual general meeting Draft minutes of the Annual General Meeting Notice of call Agenda and Explanatory Notes Explanatory Report on Stock Option Plan Voting resultsForms Annual General Meeting 13 April 2023Proxy Form2022-04-12T17:00:00
OUTSTANDING SHARE CAPITAL AND VOTING RIGHTS AT THE DATE OF THE NOTICE
As of the date of the notice (23 February 2022) for the Annual General Meeting of shareholders (‘AGM’) of Davide Campari-Milano N.V. (the ‘Company’) to be held on 12 April 2022 and as of the record date (15 March 2022) , 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 15 March 2022 the Company owns 103,062,982 shares without the right for the Company to cast any vote.
Therefore, the total number of voting rights which can be cast at the AGM is equal to 1,724,255,360.
VOTING
As of today, due to the emergency measures adopted by the Dutch government in relation to the coronavirus pandemics (COVID-19) and in accordance with the COVID-19 Act, shareholders cannot attend the AGM in person.
The shareholders are urged to register their votes in advance on the resolutions to be put to the AGM by registration of their proxy as referred to below. It will not be possible to vote during the AGM.
ONLINE VOTING INSTRUCTIONS
Starting from 16 March 2022 (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 AGM, may log in to the website to directly cast their vote online, through the following link:
https://servizi.computershare.it/eRD/index.aspx?nos=284265422
PROXY FORM
Below is provided the Proxy Form to be used by shareholders holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the meeting, in order to appoint Computershare S.p.A. to vote online according to the instructions provided in the form.
VIRTUAL ATTENDANCE
The Company wishes to assist its shareholders to attend the AGM electronically by providing an adequate opportunity to follow the meeting. Upon registration and the request of virtual attendance, a shareholder will receive an email with a link to login for the AGM.
Any question should relate to the business of the AGM and be submitted by no later than 9.30 a.m. CEST on 9 April 2022 via mail to: segreteria.societaria@campari.com.
Shareholders will be able to login for (virtual) admission to the meeting on 12 April 2022 from 9.00 am CEST.
Forms Annual General Meeting 12 April 2022Proxy_Form (english version)2021-04-08T09:30:00
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 (25 February 2021) for the Annual General Meeting of shareholders (‘AGM’) of Davide Campari-Milano N.V. (the ‘Company’) to be held on 8 April 2021 and as of the record date (11 March 2021) – 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 (‘SVS A’) which are issued and outstanding. SVS A are not listed, not transferable (save for the exceptions set forth in the Special Voting Shares Terms and Conditions). Each SVS A confers the right to cast one vote.
For sake of clarity, as of 25 February 2021, the Company owned 56,253,482 shares, while, as of 11 March 2021 (record date), the Company owns 56,156,058 shares, without the right for the Company to cast any vote.
Therefore, the total number of voting rights which can be cast at the AGM is equal to 1,771,162,284.
VOTING
Due to the emergency measures adopted by the Dutch government in relation to the coronavirus pandemics (COVID-19) and in accordance with the COVID-19 Act, shareholders cannot attend the AGM in person at Hilton Amsterdam Airport Schiphol, but can participate in the AGM via webcast.
The shareholders are urged to register their votes in advance on the resolutions to be put to the AGM by registration of their proxy as referred to below. It will not be possible to vote during the AGM.
ONLINE VOTING INSTRUCTIONS
Starting from 12 March 2021 (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 AGM, 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=254802372
PROXY FORM
Below is provided the Proxy Form to be used by shareholders holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the meeting, in order to appoint Computershare S.p.A. to vote online according to the instructions provided in the form.
VIRTUAL ATTENDANCE
The Company wishes to assist its shareholders to attend the AGM electronically by providing an adequate opportunity to follow the meeting. Upon registration and the request of virtual attendance, a shareholder will receive an email with a link to login for the AGM.
Shareholders will be able to login for (virtual) admission to the meeting on April 8, 2021 at 9.00 am CEST.
Forms Annual General Meeting 8 April 2021Proxy Form (lingua inglese)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.
Forms Extraordinary Shareholders' meeting 18 September 2020Proxy form Attendance and proxy card2020-06-26T10:00:00
Forms Extraordinary Shareholders' meeting 26 June 2020Proxy form Proxy form Designated Representative2020-03-27T15:00:00
Documentation Ordinary and Extraordinary Shareholders' meeting 27 March 2020Details regarding attendance to the ordinary and extraordinary shareholders' meeting convened on 27 march 2020 update Details regarding attendance to the ordinary and extraordinary shareholders' meeting convened on 27 march 2020 Notice of shareholders’ meeting 27 March 2020Forms Ordinary and Extraordinary Shareholders' meeting 27 March 2020Proxy form Proxy form Designated RepresentativeResults - Minutes Ordinary and Extraordinary Shareholders' meeting 27 March 2020Minutes of the extraordinary shareholders' meeting Summary report of the votes Minutes of the ordinary shareholders' meeting2020-03-27T14:00:00
2020-03-27T12:00:00
2019-03-16T11:00:00
Forms Ordinary shareholders' meeting 16 April 2019Proxy form Proxy form Designated RepresentativeResults - Minutes Shareholders' Meeting April, 16th 2019Shareholders' Meeting April 16th 20192018-04-23T10:00:00
Forms Ordinary Shareholders’ meeting 23 April 2018Proxy form Designated RepresentativeOrdinary Shareholders’ meeting 23 April 2018Proxy form2017-12-19T11:00:00
Documentation Ordinary shareholders' meeting 19 December 2017Call of ordinary 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 form Proxy form Designated RepresentativeResults - Minutes Ordinary shareholders' meeting 19 December 2017Minutes of the Ordinary shareholders' meeting of Davide Campari-Milano S.p.A. on 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 2017Summary Report of the votes - Ordinary Shareholders' meeting 19 December 20172017-04-28T10:00:00
Forms ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 28 APRIL 2017Proxy form Proxy form Designated Representative2016-04-29T10:00:00
Forms Ordinary Shareholders' Meetings 29 April 2016Proxy form Designated Representative 29 April 3016Ordinary Shareholders' Meetings 29 April 2016Proxy Form 29 April 2016Results - Minutes Ordinary Shareholders' Meetings 29 April 2016Press Release 29 April 2016 Ordinary Shareholders’ meeting of Davide Campari‐Milano S.p.A.Ordinary Shareholders' Meetings 29 April 2016Summary Report of the votes - Ordinary Shareholders' Meetings 29 April 2016Ordinary Shareholders' Meetings 29 April 2016Minutes of the Ordinary Shareholders' Meeting of Davide Campari-Milano S.p.A. of 29 April 20162015-12-28T11:00:00
Documentation Extraordinary Shareholders' Meeting 28 January 2015Explanatory Report by the Board of Directors to the Extraordinary Shareholders' MeetingExtraordinary Shareholders' Meeting 28 January 2015Explanatory Report by the Board of Directors to the Extraordinary Shareholders' Meeting (amended version)Extraordinary Shareholders' Meeting 28 January 2015Press release 9 January 2015 - Shareholders’ meeting of 28 January 2015 (loyalty shares) - Filing of documentationExtraordinary Shareholders' Meeting 28 January 2015Shareholders’ meeting of 28 January 2015 (loyalty shares) Addendum to the Explanatory ReportExtraordinary Shareholders' Meeting 28 January 2015Call of Extraordinary shareholders’ meetingExtraordinary Shareholders' Meeting 28 January 2015Notice convening the extraordinary shareholders’ meetingForms Extraordinary Shareholders' Meeting 28 January 2015Proxy formExtraordinary Shareholders' Meeting 28 January 2015Proxy form Designated RepresentativeResults - 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 majority2015-04-30T10:00:00
Forms Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Proxy form Designated Representative 30 April 3015Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Proxy form 30 April 3015Results - Minutes Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Press Release 30 April 2015 Extraordinary and Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.Ordinary 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 2015Minutes of Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A. 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 2015Publication of the minutes of the Extraordinary and Ordinary Shareholders’ meeting of April 30Ordinary and Extraordinary Shareholders' Meeting 30 April 2015Articles of Association2014-04-30T10:00:00
Attending and Voting Ordinary Shareholders' Meetings 30 April 2014Regulations governing Shareholders' meetingForms Ordinary Shareholders' Meetings 30 April 2014Proxy formOrdinary Shareholders' Meetings 30 April 2014Proxy form Designated RepresentativeResults - Minutes Ordinary Shareholders' Meetings 30 April 2014Minutes of the Ordinary Shareholders’ Meeting of Davide Campari-Milano S.p.A. of 30 April 20142013-04-30T12:30:00
Attending 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 form Proxy form Designated RepresentativeOrdinary Shareholders' Meetings 30 April 2013Proxy form Proxy form Designated RepresentativeResults - Minutes Ordinary Shareholders' Meetings 30 April 2013Minutes of the Ordinary Shareholders’ Meeting of Davide Campari-Milano S.p.A. of 30 April 2013 -
BOARD
OF DIRECTORSThe Board of Directors, composed of eleven members, was appointed by the ordinary shareholders’ meeting held on 12 April 2022 for the three-year period 2022-2024.
Luca Garavoglia is appointed as Chairman of the Board of Directors with the powers provided under statutory provisions and the by-laws.
Paolo Marchesini and Fabio Di Fede are appointed as Executive Managing Directors.
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 Jean-Marie Laborde* Director, Vice-Chairman of the Board and
member of the Control, Risk & Sustainability CommitteeSimon Hunt Chief Executive Officer Paolo Marchesini Chief Financial and Operating
Officer
Executive Managing DirectorFabio Di Fede Chief Legal and M&A Officer
Executive Managing DirectorEugenio Barcellona Director and member of the Control, Risk & Sustainability Committee Emmanuel Babeau* Director and member of Remuneration & Appointment Committee Alessandra Garavoglia Director Robert Kunze-Concewitz Director Margareth Henriquez* Director Emma Marcegaglia* Director Christophe Navarre* Director and member of Remuneration & Appointment Committee Lisa Vascellari Dal Fiol* Director and member of the Control, Risk & Sustainability Committee *Independent Director.
Internal Committees
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Control, Risk & Sustainability Committee
Name Position Jean-Marie Laborde Chairman Independent - Director Eugenio Barcellona Director Lisa Vascellari Dal Fiol Independent Director
Terms of Reference Control, Risk & Sustainability 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 Emmanuel Babeau Independent Director Christophe Navarre Independent Director Terms of Reference Remuneration and Appointment Committee xx
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Control, Risk & Sustainability 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 and remuneration report
Since 2020 the information on Corporate Governance are included in the Annual Report.
2024 Annual Report – Page 267 and subsequent
Read more2023 Annual Report – Page 260 and subsequent
Read more2022 Annual Report – Page 276 and subsequent
Read more2021 Annual Report - page 257 and subsequent
Download2020 Annual Report
page 137 and subsequent
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
- RELATED PARTIES TRANSACTIONS
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PROCEDURE FOR PROCESSING AND MANAGING MATERIAL AND INSIDER INFORMATION
Procedure for processing and managing material and insider information
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CAMPARI GROUP WHISTLEBLOWING POLICY
Campari Group Whistleblowing Policy
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ANTITRUST POLICY
Antitrust Policy
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ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
Anti-Bribery and Anti-Corruption Policy
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TAX STRATEGY
Tax Strategy
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TRANSFER OF REGISTERED OFFICE
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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.
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POLICY ON STAKEHOLDER DIALOGUE
Policy on stakeholder dialogue
- LOCAL POLICIES
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 Governance & Group Functions