Davide Campari Milano N : Draft minutes of the Annual General Meeting

Draft version

	MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
	OF DAVIDE CAMPARI-MILANO N.V.
Date:	13 April 2023
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:

1. Opening
2. 2022 Annual report
3. 1. 2022 Annual report (discussion)
   2. Remuneration report (advisory vote)
   3. Adoption of 2022 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 the stock options plan pursuant to art. 114-bis of the Italian Consolidated Law on Financial Intermediation (voting item)
9. Authorization of the Board of Directors to repurchase shares in the Company (voting item)
10. Confirmation of appointment of Ernst & Young Accountants LLP as independent external auditor entrusted with the audit of the annual accounts for the financial years 2023-2027 (voting item)
11. Close of meeting

Draft version

1. 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:
• • Robert Kunze-Concewitz, Executive Managing Director and Chief Executive Officer of Campari;
  • Paolo Marchesini, Executive Managing Director and Chief Financial & Operating Officer of Campari;
  • Fabio Di Fede, Executive Managing Director and General Counsel and Business Development Officer of Campari;
  • Eugenio Barcellona, non-executive director of Campari;
• Alessandra Garavoglia, Emmanuel Babeau, Margareth Henriquez, Jean-Marie Laborde, Christophe Navarre and Lisa Vascellari Dal Fiol, non-executive directors of Campari, were present via videoconference. They have been given the opportunity to advise on the subjects raised in this meeting;
• Pieter Laan of Ernst & Young Accountants LLP, The Netherlands, and Alberto Romeo of EY S.p.A. were present in person;
• Saskia Hoek-van den Berg and Marijn van Horen, respectively senior associate and associate of Houthoff Coöperatief U.A., were 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 21 February 2023;
• 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 (16 March 2023), 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

Draft version

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 75,431,832 shares without the right for Campari to cast any vote. Therefore, the total number of voting rights which could be cast was equal to 1,751,886,510;

• according to the registration list, a total of 942,435,549 ordinary shares and 627,778,382 special voting shares A, representing the same number of votes, were registered for this AGM;
• in relation to a total of 942,312,322 ordinary shares and 627,778,382 special voting shares A, 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.

2. 2022 Annual Report.

The Chairman referred to the annual report 2022 published on the Company's website ("2022 Annual Report").

2.a. 2022 Annual Report (discussion).

The Chairman noted that this was a discussion item only. The Chairman gave a presentation on the report of the Board of Directors and the results for the financial year 2022, as described in the 2022 Annual Report.

The Chairman proceeded with the next agenda item.

2.b. Remuneration report (advisory vote).

The Chairman continued with agenda item 2(b) regarding the remuneration report for the Board of Directors for 2022 ("2022 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 18 September 2020 and includes an overview of the remuneration of each member of the Board of Directors in 2022. The 2022 Remuneration Report can be found in the relevant section of the 2022 Annual Report. The remuneration policy will be submitted again to the AGM in 2024.

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 with respect to the 2022 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 2023.

The Chairman announced the voting results which were the following:

In favour of:

1,310,651,391

84.42%

Against:241,876,552 15.58%

Draft version

Abstain:17,685,988

After the announcement, the Chairman informed the meeting that a majority of the advisory votes cast were in favour of the 2022 Remuneration Report.

2.c. Adoption of 2022 annual accounts (voting item).

The Chairman proposed to the meeting to adopt the annual accounts for the financial year 2022 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 2022 Annual Report.

The Chairman gave the meeting the opportunity to ask questions on this item.

The shareholders Stichting Ahold Delhaize Pensioen and Stichting Bedrijfstakpensioenfonds voor de Detailhandel were represented at the meeting. The representative of Stichting Ahold Delhaize Pensioen asked the questions below; these questions had already been raised in writing on 29th March 2023 by the following shareholders: Pensioenfonds Horeca&Catering; Ahold Delhaize Pensioen; Pensioenfonds Detailhandel; Achmea Investment Management; Actiam; CQS; EFG Asset Management; Mercy Investment Services Inc. and PGGM; the Chairman, on behalf of the Board of Directors, provided the following answers.

"1) What is the scope of the water risk assessment you have conducted for your direct operations?

Campari Group's Water Assessment Model aims at analysing and identifying, throughout the main production processes in all its plants, the key information related to water withdrawal and consumption areas, recycled and reused water, water discharge types and destinations, water treatment methods and analysis. The goal is to optimize water use, reduce costs and improve the Group's environmental impact in terms of water usage. The application of this model has been undertaken from 2021, starting from the most water-intensive Campari Group's production sites. Following the analysis performed in 2021, the bottling operation in Novi Ligure (Italy), for example, has implemented a series of improvement interventions in order to reduce the amount of water withdrawals through recycling and reuse activities in its production processes. As a result of these interventions, the site has reduced its water intensity (L/L) by 14% compared to 2021 performance. At global level, following the adoption of a new water cycle diagnostic toolkit to improve water usage at the Group's production sites, the Group's performance of water use was reduced by -17% compared to 2021 and -48% compared to 2019. Consequently, the volume of water used per litre manufactured decreased to 11.1L/L. Considering the very positive 2022 performance, new 2025 and 2030 targets will be disclosed soon.

2) Have you conducted a water risk assessment for your supply chain and publicly disclosed the results?

Water risk is a risk the Group evaluates all along its value chain, thus including with suppliers. As main mitigation action, since 2012, we have adopted the Supplier Code, a document which is included in our contracts and which our suppliers are requested to sign, adhere and ensure compliance with throughout their respective supply chains. By signing it, suppliers commit to enhancing environmental, social and ethical business practice and if suppliers do not comply with the requirement mentioned in this code, any agreement or supply relationship that may have been established may be terminated. The Code also include references to the promotion of environmentally sustainable behaviours, including responsible water management. Suppliers shall ensure continuous improvements in their overall environmental performance and shall be committed to working with their own suppliers to enhance environmental performance throughout the product supply chain. Campari Group is also member of Sedex, the largest shared platform of transparency in the world through which member users report and share their commercial practices also in the environmental area. Regarding the physical risk connected to natural disasters, we have put in place emergency plans and global insurance policies, and we constantly conduct business continuity assessment and back-up scenarios. Finally, the Group commits to perform due diligence activities on suppliers regarding environmental topics in the next years, also including water-related topics.

Draft version

3) As investors we expect investee companies to assess water use in the supply chain. If an assessment for your supply chain has not been disclosed or completed, would you be willing to provide a timeline for completing such analysis? There are several tools that support this type of assessment such as the World Wildlife Fund (WWF) Water Risk Filter (https://riskfilter.org/water/home) and the World Resources Institute (WRI) Aqueduct tools (www.wri.org/aqueduct).

An internal assessment on the location of the Group's plants has already been done through the World Resources Institute Aqueduct Water Risk tool and, based on the evidence that emerged, we can confirm that the Group's production sites are not located in geographical areas exposed to an extremely high-water risk. Regarding the overall supply chain, a similar assessment using the suggested tools has not been done yet, but we should note that the great majority of the Group's product-related suppliers is based in Europe (66%) and North America (24%), which are geographies that are usually less subject to water-related risks. However, as already communicated, specific due diligence activities on the Group's main suppliers are currently under evaluation.

1. We see participating in the CDP Water Assessment as crucial to provide transparency on corporate water management. Do you plan to participate in the CDP Water assessment in 2023?

In 2022 we participated to the CDP-Climate Change questionnaire obtaining a quite positive result, a B score, also considering that it was our first disclosure through the CDP questionnaire. It has been a job that took us a lot of dedicated resources and time, considering the size and level of detail required by the questionnaire. Committing ourselves this year also to the completion of the Water management questionnaire, which would require an equally important effort and dedication, would necessarily mean slowing down the implementation and coordination of water management projects aimed at achieving the new targets, which are particularly challenging in relation to the previous ones. Nevertheless, we understand the need for investors to receive a disclosure as transparent as possible and we welcome your suggestion, although our sustainability disclosure is already in line with the GRI Standards, among the most important international standards for non-financial reporting and is subject to assurance by an external auditor. However, we will evaluate your advice internally and discuss it with the most impacted functions."

Afterwards, a follow-up discussion was held between the representatives of such shareholders and the Board of Directors to further discuss the subject matter of the questions.

The Chairman concluded that there were no further questions and proceeded to the voting.

The Chairman announced the voting results which were the following:

In favour of:	1,569,901,795	99.9995%
Against:	8,040	0,0005%
Abstain:	304,096

The Chairman informed the meeting that the Campari's 2022 annual accounts were adopted and proceeded with the next agenda item.

3. Dividend.

The Chairman moved to the third agenda item dividend.

3.a. 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