Davide Campari - Milano – AGM 26 June 2020
The EGM is called to revoke the resolution to transfer the Company's registered office
to the Netherlands, which was approved by the General Meeting of March 2020 with
the favourable vote of only 34% of minority shareholders (excluding the votes of the
controlling shareholder Lagfin). The shareholders that did not approve the proposal
(abstaining, opposing or not attending the Meeting) have the right to withdraw from the
Company, at a redemption price of €8.376 per share to be paid by Campari. The closing
price on June 5 was €7.396.
The proposed revocation of the transaction is due to the drop of Campari share's price
below the withdrawal price and uncertainties generated by the Covid-19 pandemic.
Campari does not respect the "one share = one vote" principle: all the shareholders that
have registered their shares in a "Loyalty Register" are entitled to receive an additional
voting right per share. The change in country of incorporation to the Netherlands would
have allowed the Company to increase the number of voting rights per share granted to
"loyal shareholders": 5 votes per ordinary share after 5 years of registration, and 10
votes per share after 10 years.
In our analysis covering the General Meeting of March 2020, we strongly opposed the
transfer of Campari to the Netherlands, due to the significant risks for minority
shareholders generated by increased voting rights per share. Therefore, we recommend
shareholders to vote FOR the revocation of the resolution approved in March.
Davide Campari-Milano is engaged in manufacturing spirits industry with an extensive product portfolio in three business lines: spirits, which includes internationally brands such as Appleton, Campari, Carolans, SKYY vodka and Wild Turkey, as well as brand in local markets including Aperol, Cabo Wabo, Cynar, Frangelico, GlenGrant, Ouzo 12, X-Rated Fusion Liqueur, Zedda Piras, and Brazilian brands Dreher, among others; wines, which main regional brands are Liebfraumilch, Mondoro, Odessa, Riccadonna, Sella&Mosca and Teruzzi&Puthod; and soft drinks, which covers the extended ranges of Crodino and Lemonsoda. Co. operates in 190 countries with registred positions in Europe and the Americas.
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