Governance

GOVERNANCE

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).

 

TRANSFER OF REGISTERED OFFICE

 

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GOVERNANCE REPORT

Report on corporate governance and ownership structure 2019

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Report on corporate governance and ownership structure 2018

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Report on corporate governance and ownership structure 2015

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Report on corporate governance and ownership structure 2014

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Report on Corporate Governance and Ownership Structure 2013

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Report on corporate governance and ownership structure 2012

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Report on corporate governance and ownership structure 2011

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Report on corporate governance and ownership structure 2010

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Report on corporate governance 2009

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Report on corporate governance 2008

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Report on corporate governance 2006

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Report on corporate governance 2005

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Report on corporate governance 2004

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RULES AND PROCEDURES

Below you will find the procedures put in place by Davide Campari-Milano N.V. for the regulation of its activities.

 

  • 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