Lagfin S.C.A. - Italian Branch: Lagfin launches ~€600m bond exchangeable into Davide Campari-Milano NV shares, due 2033

Milano (pta032/30.07.2026/18:36 UTC+2)

Lagfin S.C.A., acting through its Italian branch (Lagfin or the Issuer), the controlling shareholder of Davide Campari-Milano N.V. (Campari or the Company), announces today the launch of an offering of senior unsecured bonds due 2033 in an aggregate nominal amount of approximately €600 million (the Bonds), exchangeable for existing ordinary shares of Campari (the Shares).

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Offering of the Bonds

1. Principal amount, interest and maturity. The Bonds will be issued at a principal amount of €100,000 per Bond. The Bonds will be issued at their principal amount and will bear interest at a fixed rate of between 2.875% and 3.375% per annum, payable semi-annually in arrear on 7 August and 7 February of each year, with the first coupon to be paid on 7 February 2027. The Bonds will have a maturity of 7 years (except in case of early redemption) and will be redeemed at their principal amount at maturity, subject to the Issuer's option to deliver Shares and, as the case may be, an additional amount in cash.
2. Exchange price and exchange property. The initial exchange price used to calculate the exchange property underlying the Bonds will represent an exchange premium of between 40% and 45% to the "Reference Share Price" (i.e., the placement price of an existing Share in the Concurrent Delta Placement, as defined below .The Joint Global Coordinators and Joint Bookrunners have informed the Issuer that, concurrently with the placement of the Bonds, they intend to conduct a simultaneous placement (the Concurrent Delta Placement) of existing Campari shares on behalf of certain subscribers of the Bonds who wish to sell such shares in short sales to purchasers procured by the Joint Global Coordinators and Joint Bookrunners in order to hedge the market risk of an investment in the Bonds that they acquire in the offering of the Bonds. The placement price for the short sales in the Concurrent Delta Placement shall be determined via an accelerated bookbuilding process that will be carried out by the Joint Global Coordinators and Joint Bookrunners. The Joint Global Coordinators and Joint Bookrunners will commence the offering of the Bonds and the Concurrent Delta Placement immediately, and books will open with immediate effect, following the release of this announcement. The Issuer will not receive any proceeds from the Concurrent Delta Placement.The exchange property will initially comprise approx. [●] million Shares (to be determined at the time of pricing), which represents approximately [●]% of the Company's listed share capital and approximately [●]% of Lagfin's stake as at today's date. The exchange property will be subject to customary adjustments pursuant to the terms and conditions of the Bonds, including if Campari pays a cash dividend above a certain level.
3. Exchange right. The holders of the Bonds may exercise their exchange rights at any time in the period from (and including) the 41st calendar day following the Issue Date, to (and including) the 35th Milan business day preceding the maturity date or, in the event of an early redemption at the option of the Issuer, until the 10th Milan business day preceding the applicable early redemption date.
4. Cash election. Upon delivery of an exchange notice by a bondholder, the Issuer may elect to pay an alternative cash amount instead of delivering some or all of the relevant pro rata share of the exchange property. The Issuer may exercise its option to pay such cash alternative amount by giving notice of its election to the relevant bondholder.
5. Early redemption. Under certain conditions, the Issuer may redeem, at its option, the Bonds prior to their stated maturity date. Amongst others, the Issuer may redeem the Bonds after circa 5 years from the Issue Date (as defined below), if – over a certain period – the value of the underlying pro rata share of the exchange property in respect of a Bond exceeds 130% of the principal amount of a Bond.
6. Bondholder Put. Under some circumstances, Bondholders will have the right to require the Issuer to redeem such Bonds at the Principal Amount plus accrued and unpaid interest.

The Bonds will be offered by way of an offer solely to qualified investors (as defined in point (e) of article 2 of the Prospectus Regulation (EU) 2017/1129) that are neither resident nor otherwise located in the United States of America, Australia, Canada, South Africa and Japan. Such offer is to be executed through an accelerated bookbuilding process.

The Issuer will conduct today a concurrent repurchase of the EUR 536.4 million 3.50% Exchangeable Bonds due 2028 (of which 429 million are outstanding) issued on 8 June 2023 (ISIN: XS2630795404) (the "2028 Bonds"). The offering of the Bonds is conditional upon the Joint Dealer Managers (as defined below) having received indications of interest in the representing at least 60% of the principal amount of the 2028 Bonds, subject to the Issuer's right to waive such condition in its sole discretion.

The final terms of the Bonds and of the Concurrent Delta Placement will be determined following the completion of the bookbuilding process. Settlement and delivery of the Bonds is expected to take place on 7 August 2026 (the Issue Date). An application will be made to admit the Bonds to trading on the Vienna MTF operated by the Vienna Stock Exchange by the Issue Date.

The net proceeds from the Bonds issue will be used to refinance the 2028 Bonds, as well as for general corporate purposes.

Lagfin has agreed to a 90-day lock-up after the Issue Date for its Campari Shares and related securities, subject to customary exceptions and waiver by the Joint Global Coordinators (as defined below) and excluding Shares pledged pursuant to certain pledge arrangements and sales of up to 10,000,000 Shares.

Goldman Sachs International and UBS Europe SE are acting as global coordinators and joint bookrunners on the Bonds offering (the Joint Global Coordinators and Joint Bookrunners) and BPER Banca S.p.A. is acting as co-lead manager on the Bonds (the Co-Lead Manager).

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Emitter:	Lagfin S.C.A. - Italian Branch Via Lorenzo Mascheroni 19 20145 Milano Italy
Contact Person:	Francesca Tarabbo
Phone:	+39 2 62694051
E-Mail:	francesca.tarabbo@lagfin.it
Website:	www.lagfin.lu
ISIN(s):	XS3332980153 (Bond)
Stock Exchange(s):	Vienna Stock Exchange (Vienna MTF)