Davide Campari Milano N : Explanatory Report on Stock Option Plan

DAVIDE CAMPARI-MILANO N.V.

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS

PURSUANT TO ARTICLES 114-BIS AND 125-TER ITALIAN CONSOLIDATED LAW ON FINANCIAL INTERMEDIATION AND ARTICLE 2:135, PARAGRAPH 5

DUTCH CIVIL CODE

General Meeting of 12 April 2022

APPROVAL OF THE STOCK OPTION PLAN

PURSUANT TO ARTICLES 114-BIS AND 125-TER ITALIAN CONSOLIDATED LAW ON FINANCIAL

INTERMEDIATION AND ARTICLE 2:135, PARAGRAPH 5 DUTCH CIVIL CODE

Dear shareholders,

The assignment of stock options relating to shares in Your Company is governed by the relevant 'Regulation for the assignment of stock options' (the 'Regulation') approved by the Remuneration and Appointment Committee, based on a mandate from the Board of Directors dated 13 May 2014, as subsequently modified and amended.

The Regulation (available on the websitewww.camparigroup.com) sets out the general terms and principles underlying the assignment of stock options, while the Issuer's general meeting defines for each specific stock option plan:

(i)

the maximum number of options that may be assigned to the categories of Beneficiaries (employees, directors and associates of Campari Group companies);

• (ii) the start and end date of the period during which the options may be exercised; and

• (iii) the time frame within the competent corporate bodies may actually assign the options.

In accordance with the framework set out in the Regulation, the Board of Directors therefore proposes to approve a stock option plan this year:

• • for a maximum number of Options equal to the ratio between 95,000,000.00 Euros and the Exercise Price, of which in particular: (i) for the executive members of the Board of Directors of the Issuer or other Beneficiaries for whom an individual disclosure is required: a maximum number of options resulting from the ratio between 24,000,000.00 Euros and the Exercise Price, and (ii) with respect to all other Beneficiaries: for a maximum number of options resulting from the ratio between 71,000,000.00 Euros and the Exercise Price.

• • exercisable in the two-year period following the end of the fifth year following the date of assignment;

• • granting all necessary powers to implement the Plan by 30 June 2023 to the competent corporate bodies authorised to implement the Plan, as approved by the Issuer's general meeting, being: (i) the Board of Directors, following consultation with the Remuneration and Appointment Committee, if the Beneficiary is an Issuer's director or carries out general management duties at the Issuer; or (ii) the executive managing directors of the Issuer, if the Beneficiary falls into any other category of Beneficiaries.

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In the following section of this report, the Board of Directors sets out all the details regarding the stock option plan (the key features of which have just been explained) in accordance with the instructions shown in Schedule 7 of Annex 3A of the Consob Issuer Regulation.

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Index

Glossary ............................................................................................................................................................ 3

• 1. The Beneficiaries ....................................................................................................................................... 4

• 2. Reasons for adopting the Plan . .................................................................................................................. 4

• 3. Approval procedure and timetable for assigning Shares ............................................................................. 5

• 4. The features of the assigned instruments ................................................................................................... 6

Table 1, Section 2 of schedule 7, Annex 3A of Regulation 11971/1999 ........................................................... 13

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GLOSSARY

Beneficiaries: the employees and/or directors and/or associates of the Campari Group to whom Options have been assigned;

Board of Directors: the Issuer's board of directors;

Exercise Period: the period set forth in the Plan during which the Beneficiaries have the right to exercise the Options;

Exercise Price: the value equal to the arithmetic average of the official stock exchange price in the 30 days preceding the assignment of the Options;

Issuer: Davide Campari-Milano N.V., the parent company of the Campari Group; Group: the Campari Group controlled by the Issuer;

Options: the options assigned by the Issuer to the Beneficiaries for the subscription and/or purchase of Shares;

Plan: the stock option plan prepared by the Board of Directors, after consultation with the Remuneration and Appointment Committee, and subsequently approved by the Issuer's general meeting;

Regulation: the Regulation that contains the framework principles and the general regulations governing the Plan and available on the Issuer's websitewww.camparigroup.com;

Shares: the ordinary shares of the Issuer.

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1.

THE BENEFICIARIES

1.1. The Beneficiaries of the Options have not been identified yet.

1.1.1. Indeed, pursuant to art. 4 of the Regulation, the identification of the Beneficiaries is performed by the competent corporate bodies authorised to implement the Plan, as approved by the Issuer's general meeting:

(i) the Board of Directors, following consultation with the Remuneration and Appointment Committee, if the Beneficiary is an Issuer's director or carries out general management duties at the Issuer; or

(ii) the executive managing directors of the Issuer, if the Beneficiary falls into any other category of Beneficiaries.

1.1.2 Pursuant to art. 4 of the Regulation, for the purposes of identifying the Beneficiaries, the competent corporate bodies take into account the importance of the position held by each Beneficiary in the Group, and the Issuer's interest in scaling long-term incentives as part of its strategy.

1.1.3 The competent corporate bodies shall, in any case, observe any quantitative limits approved by the Issuer's general meeting pursuant to art. 3 of the Regulation, specifically: for a maximum number of Options equal to the ratio between 95,000,000.00 Euros and the Exercise Price, of which in particular: (i) for the executive members of the Board of Directors of the Issuer or other Beneficiaries for whom an individual disclosure is required: a maximum number of options resulting from the ratio between 24,000,000.00 Euros and the Exercise Price, and (ii) with respect to all other Beneficiaries: for a maximum number of options resulting from the ratio between 71,000,000.00 Euros and the Exercise Price.

1.1.4 The information relating to the effective recipients of the Options will be disclosed to the public upon implementation of the Plan in accordance with all applicable legal provisions and regulations.

1.2 The Regulation provides that Beneficiaries may belong to one of three categories in the Campari Group: employees, directors or associates.

1.2.1. The Options assigned are governed by the same regulations regardless of the category to which each Beneficiary belongs.

1.2.2. The category of Beneficiary is only relevant in terms of any total or partial loss of the Options assigned in the event that he/she loses his/her position (as employee, director or associate) by virtue of which the Options were assigned, through his/her own fault or otherwise (see paragraphs 4.7. and 4.8).

2.	REASONS FOR ADOPTING THE PLAN.
2.1.	The assignment of Options is the main long-term incentive plan used to:
(i)	attract and retain talented managers who hold key positions in the Group;
(ii)	align the interests of management (through adequate remuneration) and shareholders
(through adequate financial gain).
2.1.1	The established timeframe - a two-year Exercise Period running from the end of the fifth year
following the date of assignment - was determined to prevent short-term strategy from
compromising the effectiveness of the management incentive scheme, as the achievement of
certain targets can only be measured several years after they are set and implemented.
2.2.	Rights to Options do not accrue on the basis of performance indicators. As long as the
individual has maintained his/her position as a director, employee or associate - by virtue of
4

which he/she has been assigned the Options - until their natural expiry, such rights shall accrue. If the Beneficiary loses his/her position on the basis of which he/she was assigned the Options, through no fault of his/her own, the number of Options may be reduced on a pro rata temporis basis, and he/she has the right (but not the obligation) to exercise the Options early.

• 2.3. Pursuant to art. 4 of the Regulation, for the purposes of determining the number of Options that can be assigned to each Beneficiary, the competent corporate body considers the importance of the position held by each Beneficiary in the Group, and the Issuer's interest in scaling long-term incentives as part of its strategy.

• 2.4. Not applicable.

• 2.5. The approval of the Plan was not influenced by tax or accounting considerations and will be implemented, in the Issuer's interests, in compliance with tax and accounting provisions in force from time to time.

• 2.6. The Plan will not benefit from the support of the Fondo speciale per l'incentivazione della partecipazione di lavoratori nelle imprese (the Italian fund to promote employee shareholding).

• 3. APPROVAL PROCEDURE AND TIMETABLE FOR ASSIGNING SHARES

• 3.1 The regulations underlying the assignment of Options and the general regulations applicable to Options assigned from time to time is embedded in the Regulation. The Regulation, in particular, sets forth the following procedure:

  • • after consultation with the Remuneration and Appointment Committee, the Board of Directors prepares a specific stock option plan to be submitted for approval to Issuer's general meeting.

  • • the Issuer's general meeting approves the Plan, specifying:

    • (i) the maximum number of Options to be assigned;

    • (ii) the start and end date of the period during which the Options may be exercised; and

    • (iii) the deadline by which the Plan must be implemented;

  • • on the proposal of the Remuneration and Appointment Committee, the Board of Directors or the executive managing directors identifies the Beneficiaries and determines the number of Options to be assigned to each of them, in compliance with the limits established by the Issuer's general meeting and according to the criteria set out in paragraphs 1.1.2 and 2.3.

• 3.2 Pursuant to art. 25 of the Regulation, the Plan's operational administration is conducted by the Issuer's Legal Affairs Department, in conjunction with its Human Resources Department and Treasury Department. With regard to the operational administration of its Plans, always in accordance with the above-mentioned art. 25, the Issuer is assisted by BNP Paribas Securities Services, which operates according to a specific management mandate received from the Issuer.

• 3.3 Pursuant to art. 21 of the Regulation, the general regulations applicable to the Options that have already been assigned may be modified, with the Beneficiary's agreement, by the Board of Directors (after consultation with the Remuneration and Appointment Committee) provided that this is in the Issuer's best interests. The Board of Directors, however, is not allowed to assign new Options in excess of the quantitative limits established by the Issuer's general meeting when the Plan was approved. Pursuant to art. 22 of the Regulation, the Regulation itself (i.e., the framework regulations governing the assignment of Options) may be modified by the Board of Directors (after consultation with the Remuneration and Appointment Committee). The modifications only apply to Options assigned subsequently.