Campari takes action to prevent opportunistic behaviours in relation to the proposed registered office transfer

Campari takes action to prevent opportunistic behaviours in relation to the proposed registered office transfer

GLOBAL Financial

Campari confirms its strong commitment to complete the transfer of registered office to the Netherlandsand takes action to prevent opportunistic behaviours which may renderthe Transaction uneconomicfor the Company

Another Extraordinary Meeting of Shareholders convened by June 30, 2020 to permit the shareholders to vote on the revocation of the transfer of registered office, taking into account the withdrawal results, there by inhibiting the payment of the withdrawal price to the withdrawing shareholders whose shares will in any case remain non-negotiable pending the completion of the procedure

Milan, March 16 th, 2020- Further to the announcement of February 18th, 2020, despite the general macroeconomic  environment  and  the  financial  markets  are  materially  affected  by  the negative effectsarising from the Coronavirus pandemic, the Board of Directors of Davide Campari-Milano S.p.A.  (Campari or the Company)  has  confirmed its  strong  commitment  to  pursue  the completion  of  the transfer of  its  registered  office  from  Italy  to  the  Netherlands (the Transaction) to be approved by the shareholders’ extraordinary meetingof March 27, 2020 (the March 27 EGM) and has resolved to take action to neutralize the potential negative impact deriving  from  the potential exercise  of  the  withdrawal  rights  by  shareholders not supporting the Transaction.

Considering that the material negative effectsrepresented by Coronavirus pandemic result in the stock price being materially below the withdrawal priceo f €8.376, some investors may be tempted to exercise their withdrawal rights purely in order totake opportunistic advantage from the current market conditions. Furthermore, irrespective of the aggregate amount of the actual withdrawals, their costfor  the  Company is  likely  to  prove  materially  higher  than what wasreasonably foreseeable. Consequently, the Board of Directors has determined that, whilst the completion of the Transaction is in the best interest of the Company, it is alsoin the best interest of the Company  to  give  the  shareholders  the ex  postright  to  cancel  the Transaction once  the expected cash outflow deriving from the actual withdrawals isknown and that also in the event that the actual withdrawals were not to exceed the maximum amount payable by the Company (€150 million,which has been setas a condition precedent to the Transaction, plus the  amount  of  €76.5  million that,  before  the  occurrence  of  the  Coronavirus  pandemic,  the controlling shareholder Lagfin S.C.A., Société en Commandite par Actions, had committed to buy from withdrawing shareholders).

To this purposethe Board of Directors has resolved to convene an extraordinary shareholders’ meeting by June 30, 2020 (the New EGM)to approve, if the shareholders so decidetaking into account  the actual withdrawal results,the revocation of the  March  27  EGM  resolution approving the Transaction(to the extentit is approved),thereby inhibiting the payment of the withdrawal  price to  the  withdrawing  shareholders, whose  shares  will anyhow remain blocked from the withdrawal exercise and up to the New EGM convened by June 30, 2020 (in case the Transaction is cancelled by the New EGM) or for a period of 180 days (in case the Transaction  is  not cancelled and the  withdrawal procedure  is  completed).

The  New EGM has been convened pursuant to article 2437-bis, paragraph 3,of the Italian civil code which provides that the withdrawals cease to be of any effect (including the right to receive the withdrawal price)  if  the  resolution  of  the  extraordinary  meeting  of  shareholders triggering  the withdrawal right (i.e., the March 27 EGM) is revoked .In  accordance  with  the  terms  of  the  Transaction, also  in  the  event  that  the  Transaction  is  not cancelled by the New EGM of June 30, 2020, any payment of the consideration to the withdrawing shareholders remains conditional  upon  the  Transaction  becoming  effective, which,  in  turn,  is subject  to  the  satisfaction  of  certain conditions precedent  (including, inter  alia,  the  condition precedent linked to the maximum amount payable by the Companyfor the withdrawn sharesnot exceeding €150 million).

Shareholders  are  reminded that, in accordance  with  Italian  mandatory  provisions  of  law, the exercise of the withdrawal right is not revocableand that shares in relation to which the withdrawal right has been exercised are blocked (and hence not saleable nor negotiable)betweenthe  date  of  exercise  of  the  withdrawal  right  and the completion of  the  withdrawal procedure (or termination by the New EGM) which will not occur before the New EGM convened by June30,2020.

The Board  of  Directors  expects  shareholders  to  fully  support  the  Transaction  in  the interest of the Companyand to express their vote solely on its merits and not relying on the payment of the withdrawal price.Considering the strong and solid strategic rationale of the Transaction, the Board of Directors has also determined that, in the event that the Transaction cannot be completed for any reason (including if the March 27 EGM’s proposed resolution approving the Transactionis revoked by the  New EGM), it  will submit  it  to  the shareholders’ approval once again as  soon  as  the market  and  stock  price  conditions  will stabilize  and  cease  to  be  affected  by  the  current extraordinary circumstances.

Additional  information  on  the  Transaction  and  the New EGM are available in the ‘Questions & Answers’ document which  will  be  made  availableon  the  corporate website  of  the  Company ( The notice of the New EGMand the complete proposals by the Board, if any,willbe made available in accordance with the applicable provisions of law.