Loyalty Shares

Special Voting Shares of Davide Campari-Milano N.V.

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.

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For any technical or operational question, please contact campari@computershare.it.