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Campari Group - EGM 18 September 2020

On 1 July 2020, Campari changed its country of incorporation from Italy to the Netherlands, in order to allow the allocation of an increased number of voting rights to registered shareholders: 2 votes per ordinary share held in the "Loyalty Register" for 2 years (through the allocation of Special Voting Shares A), 5 votes after 5 years (through Special Voting Shares B) and 10 votes per share after 10 years (through Special Voting Shares C).

In item 3, it is proposed to authorize the Board of Directors to create a new class of shares, named "Special Ordinary Shares" granting 20 votes each, through the conversion of Special Voting Shares C in November 2028 or November 2030. The Special Ordinary Shares will have the same economic rights as the ordinary shares, they will not be listed and will be subject to restrictions on their transfer. ECGS strongly opposes the possibility to increase the number of voting rights per share, because it represents a clear breach of the basic principle of equality of shareholders only benefiting the controlling shareholders. Therefore, we recommend opposition.

In item 5, it is proposed to approve the remuneration policy following the change in the Company's country of incorporation. No significant changes are proposed to the policy approved by the 2020 AGM, with the exception of the disclosure of additional information required by the Dutch Civil Code. We strongly regret that long-term incentives are based on stock option plans not depending on any performance conditions, and the maximum annual bonus (capped at 180% of the base salary) exceeds our voting policy limit of 150% of the fixed remuneration. Furthermore, the policy allows the payment of huge severance payments under the form of "last mile incentives", which are capped at the equivalent of 15 times the maximum total remuneration of the CEO (fixed plus variable). Therefore, we recommend opposition.