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.
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