DVDCF / Davide Campari-Milano N.V. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Transfer to the Netherlands of the registered office and transformation of Davide Campari-Milano S.p.A. into a Naamloze Vennootschap (N.V.) governed by Dutch law Execution of the Transaction scheduled on 4 July 2020 New ISIN Code starting from 6 July

Exhibit 1.28 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW THIS TRANSACTION IS PROPOSED WITH RESPECT TO THE SECURITIES OF A FOREIGN COMPANY. THE TRANSAC

Completion of the Transaction on 4 July 2020 New ISIN Code starting from 6 July 2020 Information on the Initial Procedures relating to assignment of Special Voting Shares A and registration in the Loyalty Register

Exhibit 1.29 THIS TRANSACTION IS PROPOSED WITH RESPECT TO THE SECURITIES OF A FOREIGN COMPANY. THE TRANSACTION IS SUBJECT TO THE DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED IN THE BELOW DOCUMENT, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO THE FINANCIAL ST

- AMENDMENT NO. 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 15) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☒ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Ex

- AMENDMENT NO. 16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 16) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☒ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Ex

- AMENDMENT NO. 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 14) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☒ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Ex

Results of the exercise of the option and pre-emption rights’ offer Conditions precedent to the transfer of Campari’s registered office to the Netherlands have been fulfilled Revocation of the extraordinary shareholders meeting of June 26, 2020

Exhibit 1.27 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW THIS TRANSACTION IS PROPOSED WITH RESPECT TO THE SECURITIES OF A FOREIGN COMPANY. THE TRANSAC

- AMENDMENT NO. 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 13) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☒ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Ex

Lagfin S.C.A. LAGFIN S.C.A. ANNOUNCES THE RESULTS OF THE TRANSACTION ON CAMPARI WITHDRAWN SHARES RESERVED TO SELECTED QUALIFIED AND INSTITUTIONAL WITHDRAWING LAGFIN TO PURCHASE BETWEEN 28 AND 32 MILLION CAMPARI WITHDRAWN SHARES IN THE INITIAL OFFER T

Exhibit 1.25 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW NOTICE TO U.S. INVESTORS THIS TRANSACTION (AS DEFINED BELOW) IS PROPOSED WITH RESPECT TO THE

Lagfin S.C.A. LAGFIN ANNOUNCES THE PURCHASE OF 30 MILLION CAMPARI WITHDRAWN SHARES IN THE INITIAL OFFER TO THE NON- WITHDRAWING SHAREHOLDERS

Exhibit 1.26 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW NOTICE TO U.S. INVESTORS THIS TRANSACTION (AS DEFINED BELOW) IS PROPOSED WITH RESPECT TO THE

- AMENDMENT NO. 12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 12) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ⌧ Securities Act Rule 802 (Exchange Offer) ⌧ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Ex

Clarifications on certain rumour concerning Campari’s redomiciliation to The Netherlands

EX-1.24 2 ex1-24.htm PRESS RELEASE Exhibit 1.24 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW THIS TRANSACTION IS PROPOSED WITH RESPECT TO THE SECURITIE

NOTICE OF EXTRAORDINARY SHAREHOLDERS’ MEETING

Exhibit 1.21 THIS TRANSACTION DESCRIBED BELOW IS PROPOSED WITH RESPECT TO THE SECURITIES OF A FOREIGN COMPANY. THE TRANSACTION DESCRIBED BELOW IS SUBJECT TO THE DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED IN THE BELOW DOCUMENT, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STANDARDS THAT MAY NOT B

- AMENDMENT NO. 11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 11) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☒ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Ex

EXTRAORDINARY SHAREHOLDERS’ MEETING Explanatory report on the item on the agenda of the extraordinary general meeting of shareholders

EX-1.22 3 ex1-22.htm EXTRAORDINARY SHAREHOLDERS' MEETING Exhibit 1.22 EXTRAORDINARY SHAREHOLDERS’ MEETING Explanatory report on the item on the agenda of the extraordinary general meeting of shareholders 1 IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS This document has been prepared merely for informational purposes and is not intended to be, nor does it constitute, an offer or invitation t

Call of the Extraordinary Shareholders’ meeting Documentation deposit

Exhibit 1.23 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW THIS TRANSACTION IS PROPOSED WITH RESPECT TO THE SECURITIES OF A FOREIGN COMPANY. THE TRANSAC

Results of the exercise of the withdrawal rights Non-withdrawing shareholders at 96% of Campari’s share capital Rights offer pursuant to article 2437-quater, paragraph 2, of the Italian Civil Code

EX-1.19 2 ex1-19.htm PRESS RELEASE Exhibit 1.19 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW THIS TRANSACTION AND THE INITIAL OFFER (EACH AS DEFINED BE

- AMENDMENT NO. 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 10) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☒ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Ex

Davide Campari-Milano S.p.A. Registered office in via Franco Sacchetti 20, 20099 Sesto San Giovanni (MI) Share Capital Euro 58,080,000 Milan Monza Brianza and Lodi Companies’ Register Tax ID No. 06672120158 NOTICE TO SHAREHOLDERS Notice of rights’ of

EX-1.20 3 ex1-20.htm NOTICE TO SHAREHOLDERS Exhibit 1.20 THIS OFFER (AS DEFINED BELOW) IS MADE WITH RESPECT TO THE SECURITIES OF A FOREIGN COMPANY. THE OFFER IS SUBJECT TO THE DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED IN THE BELOW DOCUMENT, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STANDARDS

No. 38191 Register No. 19463 MINUTES OF THE EXTRAORDINARY SHARHOLDERS' MEETING OF "DAVIDE CAMPARI-MILANO S.p.A." REPUBLIC OF ITALY

Exhibit 1.15 No. 38191 Register No. 19463 MINUTES OF THE EXTRAORDINARY SHARHOLDERS' MEETING OF "DAVIDE CAMPARI-MILANO S.p.A." REPUBLIC OF ITALY The day twenty-seven of March, two thousand and twenty. In Sesto San Giovanni, via Franco Sacchetti no. 20, at nine forty a.m. I, the undersigned, Carlo Munafò, public notary in Saronno, registered with the Association of Notaries of the Combined Districts

REGISTRATION AND PUBLICATION OF THE MINUTES OF SHAREHOLDERS’ MEETING WITHDRAWAL RIGHT

Exhibit 1.18 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. NOTICE TO U.S. INVESTORS THIS TRANSACTION (AS DEFINED BELOW) IS PROPOSED WITH RESPECT TO THE

or, in case of legal entity

Exhibit 1.17 To: Davide Campari-Milano S.p.A. Via Franco Sacchetti, 20 20099 – Sesto San Giovanni (MI) Corporate Secretary Registered letter (or certified email to: [email protected]) (to be sent within and no later than [•]) RE: Notification, pursuant to Article 2437 et seq. of the Italian civil code I, born on in tax code resident at in telephone No. e-mail address or, in c

Davide Campari-Milano S.p.A. Registered office in via Franco Sacchetti 20, 20099 Sesto San Giovanni (MI) Share Capital Euro 58,080,000 Milan Monza Brianza and Lodi Companies Register No. and Tax ID No. 06672120158 NOTICE TO SHAREHOLDERS Withdrawal ri

Exhibit 1.16 Davide Campari-Milano S.p.A. Registered office in via Franco Sacchetti 20, 20099 Sesto San Giovanni (MI) Share Capital Euro 58,080,000 Milan Monza Brianza and Lodi Companies Register No. and Tax ID No. 06672120158 NOTICE TO SHAREHOLDERS Withdrawal right following the registration of the resolution approving the transfer of Campari’s registered office to Amsterdam (the Netherlands), wi

DVDCF / Davide Campari-Milano S.p.A. CB/A - - AMENDMENT NO. 9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 9) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

Ordinary and Extraordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.

Exhibit 1.13 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW NOTICE TO U.S. INVESTORS THIS TRANSACTION (AS DEFINED BELOW) IS PROPOSED WITH RESPECT TO THE

DVDCF / Davide Campari-Milano S.p.A. CB/A - - AMENDMENT NO. 8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 8) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ◻ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

DETAILS REGARDING ATTENDANCE TO THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING CONVENED ON 27 MARCH 2020 FURTHER RECCOMENDATION TO APPOINT THE COMPANY’S REPRESENTANTIVE PRIOR COMMUNICATION TO THE COMPANY BY THOSE SHAREHOLDERS WHICH, IRRESPECTIV

Exhibit 1.13 PRESS RELEASE DETAILS REGARDING ATTENDANCE TO THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING CONVENED ON 27 MARCH 2020 FURTHER RECCOMENDATION TO APPOINT THE COMPANY’S REPRESENTANTIVE PRIOR COMMUNICATION TO THE COMPANY BY THOSE SHAREHOLDERS WHICH, IRRESPECTIVE OF THE STRONG RECCOMENDATION, INTEND TO ATTEND IN PERSON THE GENERAL MEETING BOARD MEMBERS AND STATUTORY AUDITORS WILL AT

EXTRAORDINARY MEETING OF SHAREHOLDERS OF DAVIDE CAMPARI-MILANO S.p.A. CONVENED ON 27 MARCH 2020 QUESTIONS AND ANSWERS

EX-1.12 2 ex1-12.htm Exhibit 1.12 EXTRAORDINARY MEETING OF SHAREHOLDERS OF DAVIDE CAMPARI-MILANO S.p.A. CONVENED ON 27 MARCH 2020 QUESTIONS AND ANSWERS THE REDOMICILIATION INDEX OF QUESTIONS AND ANSWERS A. GENERAL B. PURPOSE C. COVID-19 RELATED EVENTS POTENTIALLY IMPACTING THE TRANSACTION D. WITHDRAWAL RIGHT E. SPECIAL VOTING SHARES F. CORPORATE GOVERNANCE OF DAVIDE CAMPARI-MILANO N.V. G. SHAREHOL

DVDCF / Davide Campari-Milano S.p.A. CB/A - - AMENDMENT NO. 7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 7) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

DETAILS REGARDING ATTENDANCE TO THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF DAVIDE CAMPARI-MILANO S.P.A CONVENED ON 27 MARCH 2020

Exhibit 1.11 PRESS RELEASE DETAILS REGARDING ATTENDANCE TO THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF DAVIDE CAMPARI-MILANO S.P.A CONVENED ON 27 MARCH 2020 Milan, 19 March 2020 – In the light of the recent regulations aimed at mitigating the spread of the COVID-19 outbreak and in particular article 106 of Decree Law no. 18 of 17 March 2020, so called “Cura Italia”, Davide Campari-Mila

DVDCF / Davide Campari-Milano S.p.A. CB/A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 6) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

CLARIFICATION NOTICE ON THE ACCEPTABLE WITHDRAWAL AMOUNT UNLESS ACTUAL WITHDRAWALS ARE NOT OF NEGLIGIBLE AMOUNT, THE BOARD RECOMMENDS CANCELLING THE TRANSACTION AND POSTPONING IT WHEN MARKET CONDITIONS STABILIZE

Exhibit 1.10 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW NOTICE TO U.S. INVESTORS THIS TRANSACTION (AS DEFINED BELOW) IS PROPOSED WITH RESPECT TO THE

DVDCF / Davide Campari-Milano S.p.A. CB/A - - AMENDMENT NO. 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 4) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

Campari confirms its strong commitment to complete the transfer of registered office to the Netherlands and takes action to prevent opportunistic behaviours which may render the Transaction uneconomic for the Company Another Extraordinary Meeting of

Exhibit 1.9 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW NOTICE TO U.S. INVESTORS THIS TRANSACTION (AS DEFINED BELOW) IS PROPOSED WITH RESPECT TO THE S

DVDCF / Davide Campari-Milano S.p.A. CB/A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 4) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

DAVIDE CAMPARI-MILANO N.V. TERMS AND CONDITIONS FOR SPECIAL VOTING SHARES

Exhibit 1.7 DAVIDE CAMPARI-MILANO N.V. TERMS AND CONDITIONS FOR SPECIAL VOTING SHARES These terms and conditions (the SVS Terms) will apply to the allocation, acquisition, conversion, holding, sale, repurchase and transfer of special voting shares in the share capital of Davide Campari-Milano N.V., a public company (naamloze vennootschap) under the laws of the Netherlands, having its official seat

ARTICLES OF ASSOCIATION DAVIDE CAMPARI-MILANO N.V. Allen & Overy LLP

EX-1.6 3 ex1-6.htm ANNEX A Exhibit 1.6 ARTICLES OF ASSOCIATION OF DAVIDE CAMPARI-MILANO N.V. Allen & Overy LLP INDEX Page Chapter 1. DEFINITIONS. 1 Article 1. Definitions and Construction. 1 Chapter 2. NAME, OFFICIAL SEAT AND OBJECTS. 2 Article 2. Name and Official Seat. 2 Article 3. Objects. 2 Chapter 3. SHARE CAPITAL AND SHARES. 2 Article 4. Authorised Capital and Shares. 2 Article 5. Register o

On behalf of the Board of Directors of Davide Campari-Milano S.p.A. The Chairman Luca Garavoglia

Exhibit 1.5 EXTRAORDINARY SHAREHOLDERS’ MEETING Explanatory report on the item on the agenda of the extraordinary general meeting of shareholders IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS This document has been prepared merely for informational purposes and is not intended to be, nor does it constitute, an offer or invitation to exchange or sell, or a solicitation of an offer to subscri

REDOMICILIATION OF THE REGISTERED OFFICE OF THE COMPANY TO THE NETHERLANDS AND SIMULTANEOUS TRANSFORMATION INTO A NAAMLOZE VENNOOTSCHAP (N.V.) GOVERNED BY DUTCH LAW Terms and conditions for the initial allocation of Special Voting Shares A and the ca

Exhibit 1.8 REDOMICILIATION OF THE REGISTERED OFFICE OF THE COMPANY TO THE NETHERLANDS AND SIMULTANEOUS TRANSFORMATION INTO A NAAMLOZE VENNOOTSCHAP (N.V.) GOVERNED BY DUTCH LAW Terms and conditions for the initial allocation of Special Voting Shares A and the carry-over of the registration period in the Italian special register In the context of the transfer of the registered office of Davide Camp

DVDCF / Davide Campari-Milano S.p.A. CB/A - - AMENDMENT NO. 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 3) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

DVDCF / Davide Campari-Milano S.p.A. CB/A - - AMENDMENT NO. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 2) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ◻ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

Davide Campari-Milano S.p.A.Transfer of the registered office to the Netherlands and enhancement of the current increased voting rights mechanism Investor presentation18 February 2020 1 Disclaimer NOTICE TO U.S. INVESTORSThis transaction is proposed

Exhibit 1.4 Davide Campari-Milano S.p.A.Transfer of the registered office to the Netherlands and enhancement of the current increased voting rights mechanism Investor presentation18 February 2020 1 Disclaimer NOTICE TO U.S. INVESTORSThis transaction is proposed with respect to the securities of a foreign company. The transaction is subject to disclosure requirements of a foreign country that are d

ANNOUNCEMENT OF PROPOSAL TO REDOMICILE DAVIDE CAMPARI-MILANO S.P.A.

Exhibit 1.3 ANNOUNCEMENT OF PROPOSAL TO REDOMICILE DAVIDE CAMPARI-MILANO S.P.A. Davide Campari-Milano S.p.A. (“Campari” or the “Company”) hereby notifies the holders of its common shares (“Shares”) or American Depositary Shares representing Shares (“ADSs”) that its board of directors has resolved to submit to the extraordinary shareholders’ meeting the proposal to transfer the Company’s registered

MTA:CPR / DAVIDE CAMPARI-MILANO SPA CB/A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 1) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

DVDCF / Davide Campari-Milano S.p.A. CB - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exchange Act Rule 14d

NOTICE OF SHAREHOLDERS’ MEETING

Exhibit 1.2 NOTICE OF SHAREHOLDERS’ MEETING Notice is hereby given that the ordinary and extraordinary shareholders’ meeting (single call) will be held at Campari Academy, Via Campari 23, Sesto San Giovanni (Milan), at 9.30 am on Friday, 27 March 2020, to resolve the following Agenda Ordinary session 1. Reconstitution of the Board of Auditors; appointment of an alternate auditor; 2. Approval of th

DVDCF / Davide Campari-Milano S.p.A. F-X - -

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filers”): Davide Campari-Milano S.p.A. B. This is (check one): ☑ An original filing for the Filer. ◻ An amended filing for the Filer. C. Identify the filing in conjunction with which this form is being filed: Name of registrant: Da

Transfer of the registered office of Davide Campari-Milano S.p.A. to the Netherlands and transformation of the Company into a Naamloze Vennootschap (N.V.) governed by Dutch law Transaction aimed at encouraging a capital structure more supportive of t

Exhibit 1.1 NEITHER THIS PRESS RELEASE OR ANY OF THE INFORMATION SET FORTH HEREIN MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTIRBUTION WOULD BE PROHIBITED BY APPLICABLE LAW NOTICE TO U.S. INVESTORS THIS TRANSACTION (AS DEFINED BELOW) IS PROPOSED WITH RESPECT TO THE S

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 October 15, 2019

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 October 15, 2019 JPMorgan Chase Bank, N.

DMLRY / Daimler AG F-6EF - -

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts Davide Campari-Milano SPA (Exact name of Issuer of deposited securities as specified in its charter) Italy (Jurisdiction of Incorporation or organization of Issuer) JPMorgan Chase Bank, N.A. (Exact name o

JPMorgan Chase Bank, N.A. American Depositary Receipt American Depositary Shares Representing Ordinary Shares of Davide Campari-Milano SPA (Incorporated under the laws of Italy)

EX-99.(A) 2 e619000ex99-a.htm Number Each American Depositary Share represents One Share JPMorgan Chase Bank, N.A. American Depositary Receipt Evidencing American Depositary Shares Representing Ordinary Shares of Davide Campari-Milano SPA (Incorporated under the laws of Italy) JPMorgan Chase Bank, N.A., as Depositary (hereinafter referred to as the "Depositary"), hereby certifies that (i) at the d

Certification under Rule 466

Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6Pos (Knorr-Bremse AG 333-227925) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and time of eff

JPMorgan Chase Bank, N.A. American Depositary Receipt American Depositary Shares For Ordinary Shares of Davide Campari-Milano S.p.A. (Incorporated under the laws of Italy)

EX-99.(A) 2 e616108ex99-a.htm Number Each American Depositary Share represents One Share JPMorgan Chase Bank, N.A. American Depositary Receipt Evidencing American Depositary Shares For Ordinary Shares of Davide Campari-Milano S.p.A. (Incorporated under the laws of Italy) JPMorgan Chase Bank, N.A., as Depositary (hereinafter referred to as the Depositary), hereby certifies that (i) at the date here

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FSGCF / First Gen Corp F-6EF - - F-6EF

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LETTERHEAD OF THOMPSON HINE LLP

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JPMorgan Chase Bank, N.A. American Depositary Receipt American Depositary Shares For Ordinary Shares of Davide Campari-Milano S.p.A. (Incorporated under the laws of Italy)

Number Each American Depositary Share represents One-Half of One Share JPMorgan Chase Bank, N.

-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts Davide Campari-Milano S.p.A. (Exact name of Issuer of deposited securities as specified in its charter) Italy (Jurisdiction of Incorporation or organization of Issuer) JPMorgan Chase Bank, N.A. (Exact nam

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As filed with the Securities and Exchange Commission on November 20, 2009 Registration No. 333-_____

As filed with the Securities and Exchange Commission on November 20, 2009 Registration No.

NUMBER AMERICAN DEPOSITARY SHARES CUSIP # Each American Depositary Share represents one-half of one (1/2) common share of the Company

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts DAVIDE CAMPARI-MILANO SpA (Exact name of Issuer of deposited

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts DAVIDE CAMPARI-MILANO SpA (Exact name of Issuer of deposited securities as specified in its charter) Italy (Jurisdiction of Incorporation or organization of Issuer) JPMorgan Chase Bank, N.A. (Exact name o

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Number Each American Depositary Share represents One-Half of One Share JPMORGAN CHASE BANK, N.

THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR EUR 1 PAR VALUE COMMON STOCK OF DAVIDE CAMPARI-MILANO SPA (INCORPORATED UNDER THE LAWS OF ITALY)

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EMMET, MARVIN & MARTIN, LLP COUNSELLORS AT LAW

EX-4 4 davideopinion.htm OPINION OF THE DEPOSITARY'S COUNSEL Exhibit 4 EMMET, MARVIN & MARTIN, LLP COUNSELLORS AT LAW WRITER’S DIRECT DIAL 120 BROADWAY NEW YORK, NEW YORK 10271 (212) 238-3000 FAX: (212) 238-3100 http://www.emmetmarvin.com 177 MADISON AVENUE MORRISTOWN, NEW JERSEY 07960 (973) 538-5600 FAX: (973) 538-6448 1351 WASHINGTON BOULEVARD 2ND FLOOR STAMFORD, CONNECTICUT 06902-4543 (203) 425

As filed with the Securities and Exchange Commission on June 17, 2003

As filed with the Securities and Exchange Commission on June 17, 2003 Registration No.