Davide Campari Milano N : Minutes of the Annual General Meeting

About this update from Davide Campari-milano N.v.

MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF DAVIDE CAMPARI-MILANO N.V. Date: 16 April 2025 Time: 9:30 CEST Place: Hilton Amsterdam Airport Schiphol with address Schiphol Boulevard 701, 1118 BN Schiphol Airport, the Netherlands The AGM agenda of Davide Campari-Milano N.V. (" Campari " or the " Company "), includes the following items: Opening 2024 Annual report 2024 Annual report (discussion) Remuneration report 2024 (advisory vote) Adoption of 2024 annual accounts (voting item) Dividend Dividend policy (discussion) Determination and distribution of dividend (voting item) Release from liability Release from liability of the executive directors (voting item) Release from liability of the non-executive directors (voting item) Binding nomination for the re-appointment and appointment of executive and non-executive directors of the Company for a three-year period expiring at the end of the annual general meeting to be held in 2028 The re-appointment of Luca Garavoglia as non-executive director of the Company (voting item) The re-appointment of Jean-Marie Laborde as non-executive director of the Company (voting item) The re-appointment of Paolo Marchesini as executive director of the Company (voting item) The re-appointment of Fabio Di Fede as executive director of the Company (voting item) The re-appointment of Robert Kunze-Concewitz as non-executive director of the Company (voting item) The re-appointment of Alessandra Garavoglia as non-executive director of the Company (voting item) The re-appointment of Eugenio Barcellona as non-executive director of the Company (voting item) The re-appointment of Emmanuel Babeau as non-executive director of the Company (voting item) The re-appointment of Margareth Henriquez as non-executive director of the Company (voting item) The re-appointment of Christophe Navarre as non-executive director of the Company (voting item) The re-appointment of Lisa Vascellari Dal Fiol as non-executive director of the Company (voting item) The appointment of Emma Marcegaglia as non-executive director of the Company (voting item). Designation of the Board of Directors as the competent body to issue shares, to grant rights to subscribe for shares and to restrict or exclude pre-emptive rights (voting item) Amendment of the remuneration policy (voting item) Authorization of the Board of Directors to repurchase shares in the Company (voting item) Close of meeting Opening Luca Garavoglia, Chairman of the Board of Directors of Campari (" Board of Directors "), opened the annual general meeting (" AGM ") at 9.30 CEST and welcomed all attendees on behalf of the Board of Directors. Luca Garavoglia informed the meeting that he will act as chairman of the AGM (" Chairman ") in accordance with article 33.1 of Campari's articles of association and confirms that the Board of Directors has not appointed another person to chair the meeting. The Chairman informed the meeting that: the following members of the Board of Directors were present in person: Paolo Marchesini, Executive Managing Director and Chief Financial & Operating Officer of Campari; Fabio Di Fede, Executive Managing Director and Chief Legal and M&A Officer of Campari; Eugenio Barcellona, non-executive director of Campari, Alessandra Garavoglia, Lisa Vascellari Dal Fiol and Emmanuel Babeau, non-executive directors of Campari, were present via videoconference and Jean-Marie Laborde, Margareth Henriquez, Robert Kunze-Concewitz and Christophe Navarre were absent and excused. They have been given the opportunity to advise on the subjects raised in this meeting; Simon Hunt, appointed Chief Executive Officer, was present in person; Pieter Laan of Ernst & Young Accountants LLP, The Netherlands, and Alberto Romeo of EY S.p.A. were present in person; Jetty Tukker, Partner of Houthoff Coöperatief U.A., was present in person; Fabio Di Fede acted as secretary of the meeting for the purpose of preparing these minutes; the meeting has been held in English and the notice of call for the meeting had been published on Campari's website on 4 March 2025; the AGM has been held through a hybrid meeting (both physical and virtual); the physical meeting has been held at Hilton Amsterdam Airport Schiphol with address Schiphol Boulevard 701, 1118 BN Schiphol Airport, the Netherlands; shareholders attending the physical meeting were entitled to cast their votes during the AGM; shareholders attending the meeting virtually were provided with a webcast. Such shareholders received a personal login code to access the shareholder meeting platform and follow the meeting in listen-only mode; in case of virtual attendance, it was only possible to cast votes in advance of the AGM in accordance with the modalities specified in the notice of call (voting instructions through the proxy form/via the web procedure) and it was not possible to vote during the AGM; as per the record date (19 March 2025), the issued and outstanding share capital of Campari consisted of the following shares: 1,231,267,738 ordinary shares; ordinary shares are listed, freely transferable and each of them confers the right to cast one vote; and 71,696,938 special voting shares A ; 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 ; 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. For the sake of clarity, as per the record date, Campari owned: ( i ) 30.355.585 ordinary shares; ( ii ) 35,170,281 special voting shares A; and ( iii ) 40,000 special voting shares B (without the right for Campari to cast any vote for any such owned shares). Therefore, the total number of voting rights which could be cast was equal to 3,613,364,426 ; according to the registration list, a total of (i) 903,266,791 ordinary shares; (ii) 36,523,567 special voting shares A; and (iii) 592,416,000 special voting shares B, were registered for the AGM; in relation to a total of (i) 903,161,790 ordinary shares; (ii) 36,523,567special voting shares A; and (iii) 592,416,000 special voting shares B, voting instructions were submitted via proxy vote or online via the web procedure as available on Campari's website prior to the AGM. Blank and invalid votes were regarded as not having been cast; and the official voting results will be published on Campari's website after the AGM. 2024 Annual Report The Chairman referred to the annual report 2024 published on the Company's website (" 2024 Annual Report "). 2024 Annual Report ( discussion ) The Chairman noted that this was a discussion item. The Chairman gave a presentation on the report of the Board of Directors and the results for the financial year 2024, as described in the 2024 Annual Report. The Chairman proceeded with the next agenda item. Remuneration report ( advisory vote ) The Chairman continued with agenda item 2(b) regarding the remuneration report for the Board of Directors for 2024 (" 2024 Remuneration Report ") and noted that this was a discussion and advisory vote item. The remuneration report describes the implementation of the remuneration policy for the Board of Directors, as approved by the general meeting on 11 April 2024 and includes an overview of the remuneration of each member of the Board of Directors in 2024. The 2024 Remuneration Report can be found in the relevant section of the 2024 Annual Report. The Chairman gave the meeting the opportunity to ask questions to the Board and concluded that there were no questions. The Chairman opened the voting. Shareholders could either vote in favor of, or against, a positive advice with respect to the remuneration report. Any votes "against" would qualify as a negative advice. The Chairman explained that the results of the voting would be regarded as an advisory non-binding vote with respect to the 2024 Remuneration Report and the Company will explain how the voting by the shareholders in this AGM has been taken into account in the remuneration report for 2025. The Chairman closed the voting. The Chairman announced the voting results which were the following: In favour of: 3,078,069,577 93.64% Against: 209,096,484 6.36% Abstain: 22,183,296 After the announcement, the Chairman informed the meeting that a majority of the advisory votes cast were in favour of the 2024 Remuneration Report. Adoption of 2024 annual accounts ( voting item ). The Chairman proposed to the meeting to adopt the annual accounts for the financial year 2024 as drawn up by the Board of Directors and audited by Ernst & Young Accountants LLP which can be found in the relevant section of the 2024 Annual Report. The Chairman gave the meeting the opportunity to ask questions to the Board or the auditor on this item and concluded that there were no questions. The Chairman opened the voting. The Chairman closed the voting. The Chairman announced the voting results which were the following: In favour of: 3,308,730,771 100% Against: 121,252 0.00% Abstain: 497,334 The Chairman informed the meeting that the Campari's 2024 annual accounts were adopted and proceeded with the next agenda item. Dividend The Chairman moved to the third agenda item. Policy on additions to reserves and dividends ( discussion ) The first sub item concerns the Company's dividend policy, which is a discussion item. The Chairman provided an explanation of the policy on dividends. Campari strives to distribute a stable amount of dividend per ordinary share during a certain number of years and revises it periodically to reflect the Group's achievements. Special voting shares do not confer any economic rights. Furthermore, the Chairman pointed out to the meeting that, as per the date on which the dividend will be made payable, the Board of Directors will be required - with due observance of the information then available - to assess whether Campari will be able to continue to pay its outstanding debts following dividend payments. The Chairman proceeded with the next agenda item. Determination and distribution of dividend ( voting item ) The Chairman pointed out that the appropriation of the profit will be determined in accordance with article 28 of the articles of association of Campari. The total amount of the dividend distributed and, consequently, the residual amount of the profits carried forward, will vary according to the number of shares entitled and these amounts will be defined when the dividend is actually paid on the basis of the shares outstanding at the coupon detachment date (therefore excluding the Company's own shares in the portfolio at that date). In view of the above, it was proposed: to allocate the profit for the financial year 2024 of €162,325,818 as follows: to distribute a dividend of €0.065 per ordinary share outstanding, except for own shares held by the Company at the coupon detachment date (for information purposes, based on the 28,763,237 own shares held on 31 December 2024 the total dividend is €78.2 million); to carry forward the residual amount (for information purposes, amounting to €84.2 million on the basis of the outstanding shares mentioned above); to pay the above dividend per share on 24 April 2025, with detachment of coupon no. 5 of 22 April 2025 (in accordance with the Italian Stock Exchange calendar) and a record date for the dividend on 23 April 2025. The Chairman gave the meeting the opportunity to ask questions on this item and concluded that there were no questions. The Chairman opened the voting. The Chairman closed the voting. The Chairman announced the voting results which were the following: In favour of: 3,309,024,013 100% Against: 0 0.00% Abstain: 325,344 After the announcement, the Chairman informed the meeting that the resolution has been adopted. The Chairman then proceeded with the next agenda item. Release from liability The Chairman explained that this agenda item is a standard item in an annual general meeting in the Netherlands. A release from liability granted to the directors means a release from actual or potential liability. The release of liability does not cover facts that were not disclosed to the general meeting prior to the adoption of the 2024 Annual Report. In addition, the principles of reasonableness and fairness may prevent reliance on a discharge under certain circumstances.

View stock analysis, news, and events for Davide Campari-milano N.v.