Davide Campari Milano N : MINUTES OF THE ANNUAL GENERAL MEETING

	MINUTES OF THE ANNUAL GENERAL MEETING
	OF SHAREHOLDERS
	OF DAVIDE CAMPARI-MILANO N.V.
Date:	8 April 2021
Time:	9:30 CEST

The AGM agenda includes the following items:

1. Opening
2. 2020 Annual report
3. 1. 2020 Annual report (discussion)
   2. Remuneration report (advisory vote)
   3. Substantial change in the corporate governance (discussion)
   4. Adoption of 2020 annual accounts (voting item)
4. Dividend
5. 1. Policy on additions to reserves and dividends (discussion)
   2. Determination and distribution of dividend (voting item)
6. Release from liability
7. 1. Release from liability of the executive directors (voting item)
   2. Release from liability of the non-executive directors (voting item)
8. Approval of an Employee Share Ownership Plan (voting item)
9. Approval of an Extra Mile Bonus Plan (voting item)
10. Approval of the stock option plan pursuant to art.114-bis of Italian Legislative Decree 58/98 (voting item)
11. Authorization of the Board of Directors to repurchase shares in Campari (voting item)
12. Confirmation of appointment of Ernst & Young Accountants LLP as independent external auditor entrusted with the audit of the annual accounts for the financial year 2021 (voting item)
13. Questions
14. Close of meeting

1. Opening.

Luca Garavoglia, Chairman of the Board of Directors of Davide Campari-Milano N.V. ("Campari"), opened the annual general meeting ("AGM") of Campari and welcomed all attendees on behalf of the Board of Directors and noted that due to the Dutch law measures and recommendations relating to the coronavirus (COVID-19) and in accordance with the bill on temporary provisions in connection with the coronavirus (COVID-19) outbreak, the AGM was held completely virtually. 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 Campari's Board of Directors were present either in person or via videoconference:

• • Robert Kunze-Concewitz, Executive Managing Director and Chief Executive Officer of Campari;
  • Paolo Marchesini, Executive Managing Director and Chief Financial Officer of Campari;
  • Fabio Di Fede, Executive Managing Director and Group General Counsel and Business Development Officer of Campari;
  • Alessandra Garavoglia, non-executive director of Campari;
  • Eugenio Barcellona, non-executive director of Campari;
  • Fabio Facchini, non-executive director of Campari;
  • Catherine Gérardin-Vautrin,non-executive director of Campari;
  • Annalisa Elia Loustau, non-executive director of Campari; and
  • Michel Klersy, non-executive director of Campari.
• Pieter Laan of Ernst & Young Accountants LLP, The Netherlands, and Alberto Romeo of EY S.p.A. were also present via videoconference;
• Fabio Di Fede acted as secretary of the Meeting for the purpose of preparing the minutes;
• the meeting has been held in English and the convocation for the meeting had been published on Campari's website on 25 February 2021 (including the notice that due to the emergency measures adopted by the Dutch government in relation to the coronavirus pandemics (COVID-19) and in accordance with the COVID-19 Act, shareholders could not attend the AGM in person at Hilton Amsterdam Airport Schiphol, but could participate in the AGM via webcast);
• the notice calling the Meeting has granted the shareholders the opportunity to ask written or electronic questions about the items on the agenda no later than 17:00 CEST on 1 April 2021. The Dutch Engagement Network (DEN) consisting of Pensioenfonds Detailhandel (Pension Fund for the Dutch retail sector) and Pensioenfonds Horeca & Catering (Pension Fund for the Dutch hospitality and catering industry) asked the three questions further detailed under item 10;
• shareholders had been invited to cast their votes prior to the AGM, either by granting a written proxy or online via the web procedure as available on Campari's website. It has not been possible to vote during the AGM;
• the total number of shares outstanding as per the record date (11 March 2021) amounted to 1,161,600,000 ordinary shares and 665,718,342 special voting shares A;
• according to the registration list, a total of 982,854,326 ordinary shares and 649,006,038 special voting shares A, representing the same number of votes, were registered for this AGM and 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 meeting.

2. 2020 Annual Report.

The Chairman referred to the 2020 Annual Report published on Campari's website.

2.a. 2020 Annual Report (discussion).

The Chairman noted that this was a discussion item only.

The Chairman proceeded with the next agenda item.

2.b. Remuneration report (advisory vote).

The Chairman continued with agenda item 2(b) regarding the implementation of the remuneration policy in 2020. The remuneration report describes the implementation of the remuneration policy for the Board of Directors as approved by the General Meeting on 18 September 2020 and includes an overview of the remuneration of each member of Campari's Board of Directors in 2020. The remuneration report can be found in the relevant section of the 2020 Annual Report.

Shareholders could either vote in favour 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. In the remuneration report for 2021, Campari will explain how the voting by the shareholders in this AGM has been taken into account.

The Chairman announced the voting results which were the following:

In favour:	1,569,364,916	96.18%
Against:	62,285,744	3.82%
Abstain:	209,704

After the announcement, the Chairman informed the meeting that a majority of the advisory votes cast were in favour of the remuneration report.

2.c. Substantial change to the corporate governance (discussion item).

The Chairman gave an explanation on substantial changes to the corporate governance structure of Campari and noted that this was only a discussion item. After the redomiciliation of Campari to the Netherlands, Campari ceased to apply the Italian Corporate Governance Code of Listed Companies (Codice di Autodisciplina delle Società Quotate) and started to comply with the Dutch Corporate Governance Code. The corporate governance report can be found in the relevant section of the 2020 Annual Report.

Upon the redomiciliation, Campari has adopted a one-tier governance structure. This structure does not foresee a board of statutory auditors and, therefore, Campari's board of statutory auditors ceased to hold office as from 4 July 2020 and no board of statutory auditors was then re-appointed.

A complete description of any other changes in Campari's corporate governance structure is available in the above- mentioned section of the 2020 Annual Report.

The Chairman proceeded with the next agenda item.

2.d. Adoption of 2020 annual accounts (voting item).

The Chairman proposed to the meeting to adopt the annual accounts for the financial year 2020 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 2020 Annual Report.

The Chairman announced the voting results which were the following:

In favour of:	1,631,530,182	100%
Against:	62,060	0%
Abstain:	268,122

The Chairman informed the meeting that the Campari's 2020 Annual Accounts were adopted and proceeded with the next agenda item.

3. Dividend.

3.a. Policy on additions to reserves and dividends (discussion).

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 afterwards 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.

Should dividends be paid and Campari turn out - at a later stage - to be unable to continue to pay its outstanding debts, the managing directors may be held jointly and severally liable towards Campari for the deficit created by the dividend payments (to the extent they knew or should have foreseen - when the dividend was made payable - that such situation would have occurred due to the dividend payments).

The Chairman proceeded with the next agenda item.

3.b. Determination and distribution of dividend (voting).

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 Campari's own shares in portfolio at that date).

In view of the above, it is proposed:

• to allocate the profit for the year of €83,292,412 as follows:
  (i) to distribute a dividend of €0.055 per ordinary share outstanding, except for own shares held by Campari at the coupon detachment date (for information purposes, based on the 42,193,807 own shares held on 31 December 2020, the total dividend is €61.6 million);

• 1. to carry forward the residual amount (for information purposes, amounting to €21.7 million on the basis of the outstanding shares mentioned above);
• to pay the above dividend per share starting from 21 April 2021, with detachment of coupon 1 on 19 April 2021 (in accordance with the Italian Stock Exchange calendar and a record date of 20 April 2021).

The Chairman announced the voting results which were the following:

In favour of:	1,630,058,762	99.89%
Against:	1,740,000	0.11%
Abstain:	61,602

After the announcement, the Chairman informed the meeting that the resolution has been adopted. The Chairman then proceeded with the next agenda item.

4. Release from liability.

4.a. Release from liability of the executive directors (voting item).

The meeting was requested to grant discharge to the executive directors in office in 2020 in respect of the performance of their management duties to the extent such management is apparent from the financial statements or is otherwise disclosed to the meeting prior to the adoption of the 2020 annual accounts.

The Chairman announced the voting results which were the following:

In favour of:	1,624,515,172	99.57%
Against:	6,964,954	0.43%
Abstain:	380,238

After the announcement, the Chairman informed the meeting that the resolution has been adopted. The Chairman then proceeded with the next agenda item.

4.b. Release from liability of the non-executive directors (voting item).

The meeting was requested to grant discharge to the non-executive directors in office in 2020 in respect of the performance of their non-executive duties to the extent such performance is apparent from the financial statements or is otherwise disclosed to the meeting prior to the adoption of the 2020 annual accounts.

The Chairman announced the voting results which were the following:

In favour of:	1,590,690,790	97.50%
Against:	40,789,336	2.50%
Abstain:	380,238

After the announcement, the Chairman informed the meeting that the resolution had been adopted. The Chairman then proceeded with the next agenda item.