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:	12 April 2022
Time:	9:30 CEST

The AGM agenda of Davide Campari-Milano N.V. ("Campari" or the "Company"), includes the following items:

1. Opening
2. 2021 Annual report
3. 1. 2021 Annual report (discussion)
   2. Remuneration report (advisory vote)
   3. Adoption of 2021 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. Re-appointmentand appointment of the following 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 2025:
9. 1. re-appointmentof Luca Garavoglia, as non-executive director of the Company (voting item)
   2. re-appointmentof Robert Kunze-Concewitz, as executive director of the Company (voting item)
   3. re-appointmentof Paolo Marchesini, as executive director of the Company (voting item)
   4. re-appointmentof Fabio Di Fede, as executive director of the Company (voting item)
   5. re-appointmentof Alessandra Garavoglia, as non-executive director of the Company (voting item)
   6. re-appointmentof Eugenio Barcellona, as non-executive director of the Company (voting item)
   7. appointment of Emmanuel Babeau, as non-executive director of the Company (voting item)
   8. appointment of Margareth Henriquez, as non-executive director of the Company (voting item)
   9. appointment of Christophe Navarre, as non-executive director of the Company (voting item)

1. 1. appointment of Jean-Marie Laborde, as non-executive director of the Company (voting item)
   2. appointment of Lisa Vascellari Dal Fiol, as non-executive director of the Company (voting item)
2. Approval of Mid-Term Incentive Plan Information Document (voting item)
3. Approval of the stock option plan (voting item)
4. Authorization of the Board of Directors to repurchase shares in the Company (voting item)

1. Opening.

Luca Garavoglia, Chairman of the Board of Directors of Campari, opened the annual general meeting ("AGM") and welcomed all attendees on behalf of the Board of Directors noting 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 fully 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 in person:
• • 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 was present via videoconference;
• 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 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 23 February 2022 (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 of call for the meeting has granted the shareholders the opportunity to ask written or electronic questions about the items on the agenda no later than 09:30 CEST on 9 April 2022;
• 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;
• as per the record date (15 March 2022), the issued and outstanding share capital of Campari consisted of the following shares:
  • 1,161,600,000 ordinary shares; ordinary shares are listed, freely transferable and each of them confers the right to cast 1 vote; and
  • 665,718,342 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 1 vote.

For the sake of clarity, as per the record date, Campari owned 103,062,982 shares without the right for Campari to cast any vote. Therefore, the total number of voting rights which could be cast was equal to 1,724,255,360;

• according to the registration list, a total of 946.650.906 ordinary shares and 592.416.000 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 were published on Campari's website after the AGM.

2. 2021 Annual Report.

The Chairman referred to the 2021 Annual Report published on Campari's website.

2.a. 2021 Annual Report (discussion).

The Chairman noted that this was a discussion item only.

The Chairman, in accordance with the call for attention published by Esma (European Security and markets Authority) on 14 March 2022, proceeded to illustrate the expected impact of the Russia-Ukraine conflict.

In the financial year 2021, Russia and Ukraine accounted overall for approximately 3% of the Group's net sales. The Group has commercial subsidiaries in both countries with no production facilities.

In Ukraine, since the outbreak of the war, Campari Group's top priority has been to ensure the safety of its people, providing them with all necessary financial aid as well as accommodation support for those who decided to leave the country. In Russia, the Company has currently reduced its business to the minimum necessary to be able to just support its people to live through this unprecedented situation. The Group is in constant contact with its employees to ensure all necessary assistance. As the situation is evolving rapidly, the Group is closely monitoring it and open to reconsider its position accordingly.

The ongoing war and the escalating geopolitical tensions have generated further volatility and uncertainties, potentially adding even more pressure to the current highly inflationary environment.

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 2021. 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 2021. The remuneration report can be found in the relevant section of the 2021 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.

The Chairman announced the voting results which were the following:

In favour of:

1,265,533,032

82.23%

Against:273,469,652 17.77%

Abstain:64,222

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. Adoption of 2021 annual accounts (voting item).

The Chairman proposed to the meeting to adopt the annual accounts for the financial year 2021 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 2021 Annual Report.

The Chairman announced the voting results which were the following:

In favour of:	1,538,735,244	100.00%
Against:	22,101	0.00%
Abstain:	309,561

The Chairman informed the meeting that the Campari's 2021 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 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 to economic rights 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 2021 of €166,884,813 as follows:
• 1. to distribute a dividend of €0.06 per ordinary share outstanding, except for own shares held by Campari at the coupon detachment date (for information purposes, based on the 29,109,729 own shares held on 31 December 2021, the total dividend is €67.9 million);
  2. to carry forward the residual amount (for information purposes, amounting to €98.9 million on the basis of the outstanding shares mentioned above);
• to pay the above dividend per share starting from 21 April 2022, with detachment of coupon 2 on 19 April 2022 (in accordance with the Italian Stock Exchange calendar and a record date as of 20 April 2022).

The Chairman announced the voting results which were the following:

In favour of:	1,539,002,684	100.00%
Against:	0	0.00%
Abstain:	64,222

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 2021 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 2021 annual accounts.

The Chairman announced the voting results which were the following:

In favour of:	1,528,111,182	99.31%
Against:	10,632,640	0.69%
Abstain:	323,084

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 2021 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 2021 annual accounts.

The Chairman announced the voting results which were the following:

In favour of:

1,524,231,125

99.06%