Bond Convertibile 2024

DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY DAVIDE CAMPARI-MILANO N.V. (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, THE “UNITED STATES”), AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR IN ANY OTHER JURISDICTION WHERE THE EXTENSION INTO OR AVAILABILITY OF THE TRANSACTION WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

Please read this notice carefully, as it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Overseas Persons

Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

In particular, unless otherwise determined by the Company and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that any offering of the securities mentioned in such materials would be made, or any documentation be sent, directly or indirectly, in or into, the United States, Australia, the Republic of South Africa, Japan or for the account or benefit of, U.S. persons or in or into any other jurisdiction where such communications are not permitted or are restricted pursuant to applicable laws, rules and regulations.

Neither these materials nor any part of them constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States, Australia, the Republic of South Africa, Japan or for the account or benefit of, U.S. persons or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. These materials are not directed at persons located in the United States.

The securities mentioned herein have not been and will not be registered under the Securities Act or under any applicable securities laws of any state, province, territory, county or other jurisdiction of the United States, and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of any offering of securities in the United States under the Securities Act or to conduct a public offering of securities in the United States. The securities mentioned herein will also not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county in any other jurisdiction where such communications are not permitted or are restricted pursuant to applicable laws, rules and regulations. Accordingly, unless an exemption under the relevant securities law is applicable, any such securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

The materials are only addressed to and directed at persons in member states of the European Economic Area ("EEA"), the United Kingdom ("UK") and Canada as described below. These materials are only addressed to, and directed at persons in member states of the EEA who are qualified investors within the meaning of Article 2 of Regulation (EU) 2017/1129 (“Qualified Investors”). In addition, in the UK, these materials are only addressed to and directed at persons who are qualified investors within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time (the "EUWA") who are also: (i) persons who have professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). These materials must not be acted upon or relied upon (1) in the UK, by persons who are not relevant persons or (2) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which these materials relates is available only to (1) relevant persons in the UK and (2) Qualified Investors in any member state of the EEA. Any person who is not a relevant person or a Qualified Investor,or is not otherwise permitted under applicable law or regulation to access the materials, should not act or rely on the materials. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Markets in Financial Instruments Directive (2014/65/EU), as amended ("MIFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The Securities are also not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended, as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Any offer, sale or delivery of the securities mentioned herein or distribution of copies of offering material relating to the securities mentioned herein in the Republic of Italy will be made (i) by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Laws Consolidated Act, CONSOB Regulation no. 20307 of 15 February 2018 and the Italian Legislative Decree no. 385 of 1st September 1993 ("Consolidated Banking Act") (all as amended from time to time); and (ii) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy or any other Italian authority.

The securities mentioned herein may be sold only in Canada to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, exemptions and ongoing registrant obligations. Any resale of the securities mentioned herein must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of the applicable securities laws.

The Materials and information set forth on the following web pages do not constitute an offer to the public for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the “Act”) and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Act. These materials do not constitute a prospectus registered and/or issued in terms of the Act. Nothing in these materials should be viewed, or construed, as “advice”, as that term is used in the South African Financial Markets Act, 2012, and/or Financial Advisory and Intermediary Services Act, 2002.

The offer and sale of the securities mentioned herein have not been and will not be registered with the Brazilian Securities Commission (Comissão De Valores Mobiliários, or "CVM") and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution no. 160, dated 13 july 2022, as amended ("CVM Resolution 160”) or unauthorized distribution under Brazilian laws and regulations. The securities will be authorized for trading on organized non-Brazilian securities markets and may only be offered to Brazilian professional investors (as defined by applicable CVM Regulation), who may only acquire the securities through a non-Brazilian account, with settlement outside Brazil in a non-Brazilian currency. The trading of these securities on regulated securities markets in Brazil is prohibited.

Any investment or investment activity to which this document relates is available only to: (i) in the United Kingdom, relevant persons; and (ii) in any member state of the European Economic Area, Qualified Investors, and will be engaged in only with such persons.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

Access to electronic versions of these materials is being made available on this webpage by the Company in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities. If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Forward-looking statements

The materials on this portion of the website may contain statements which constitute “forward-looking statements”. Such statements are generally identified by words such as “expectation”, “belief”, “anticipate”, “intend”, “estimate”, “plan”, “target”, “forecast”, “continue”, “may”, “should” or “will” and other similar expressions. Forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors. Forward-looking statements should, therefore, be construed in light of such factors and undue reliance should not be placed on forward-looking statements.

Other than in accordance with its legal and regulatory obligations, the Company is not under any obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Confirmation of understanding and acceptance of disclaimer

Electronic versions of these materials are for information purposes only and not directed at or accessible by persons located in the United States, Australia, the Republic of South Africa, Japan, to, or for the account or benefit of, U.S. persons, or in any other restricted jurisdiction.

By clicking on the “I Agree” button, I certify that I am not located in the United States, Australia, the Republic of South Africa, Japan or any other restricted jurisdiction and I am not a U.S. person. I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States, Australia, the Republic of South Africa, Japan or any other jurisdiction where to do so would breach applicable local law or regulation or to any U.S. person.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “I Agree” button, I confirm that I am permitted to proceed to electronic versions of these materials.