EC

Acquisition of Courvoisier

Cognac to become Campari Group’s fourth

largest leg, enabling deeper expansion into

the US and Asia Pacific region

Investor presentation

14 December 2023

> Unique opportunity to enter the cognac

category with top four historical house

boasting world renowned brand

credentials

> To re-establish Courvoisier as a global

icon of luxury, priming cognac to become

Campari Group’s fourth largest leg along

with aperitifs, bourbon and tequila

> Largest deal in Campari Group’s history,

enabling further portfolio premiumisation

and a significant step up in the US

presence with long-term transformational

potential in strategic Asia

Acquisition rationale

> Maison Courvoisier was founded in 1828, by Felix Courvoisier in Jarnac, the

Charente region of France. Courvoisier is the youngest and most awarded of the ‘big

four’ historical cognac houses

> Courvoisier’s signature styles reveal the intricate nuances of the cognac craft

which have led the House to become the Most Awarded Cognac House based on

20 top spirits competitions since 2019 and the only cognac house to ever win the

coveted ‘Prestige de la France’ title

> With its core collection of VS, VSOP and XO which are further reinforced by a

premium range of limited editions, Courvoisier has built solid brand credentials

across a multitude of versatile liquid styles

> Strong versatility of the VSOP liquid, designed back in the 1950s especially for

cocktails, has made in-roads into the mixology scene

> The Courvoisier Château serves today as the main headquarters of the brand in

Jarnac, but it also hosts a museum, a visitor centre as well as maturing cellars.

The Maison tour will bring you to the heart of its history, from Paris to Jarnac and

describe the special features of Courvoisier cognacs, complemented by the

discovery of an ageing cellar and tastings

Maison Courvoisier overview

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> In FY2022 net sales of USD249 million, with Contribution After A&P (CAAP) of USD78 million (2)

> In 2023 to 31 Oct 2023 net sales of USD148 million, with a decline of 33% vs 2022 (3), and CAAP

of USD37 million (2)

• performance impacted by recent market driven trends such as normalizing consumption in

the US after peak post-covid sales and destocking at wholesaler level, in-line with the wider

cognac industry

> Sold in 160 markets, with US accounting for c.60% of net sales, followed by UK, China and GTR

Geographic mix reflecting current VS and VSOP skew

> Volume of 1.2 million 9L cases in 2022

> The acquired business includes an enviable inventory of maturing liquid, with a book value of

USD365 million as of 31 October 2023, consisting of well-balanced age profiles and superb mix of

eaux-de-vie quality to support future brand development

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Courvoisier key facts (1)

(1) All data and financials according to Seller’s view

(2) According to IFRS

(3) Vs. 31 October 2022

(4) VS cognac brand sold in the US, included in transaction perimeter

VS 81%

Salignac (4)

4%

VSOP 13%

XO + 2%

Courvoisier liquid quality by volume (2022)

USA 60%

UK & IE 16%

China 9%

GTR 3%

RoW 12%

Courvoisier net sales market split (2022)

USA 55%

UK & IE 26%

China 4%

GTR 3%

RoW 12%

Courvoisier Volume market split (2022)

Player 1, 41%

Player 2, 26%

Player 3, 16%

Courvoisier, 5%

Others, 12%

Cognac sales value by supplier FY 2022

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Unique opportunity for Campari Group to enter the top league of super premium

cognac category

> Top four cognac suppliers account for 90% of worldwide sales and have differing skews into

markets and liquid variants, with Courvoisier currently skewing strongly to the US with its VS

offering

• China dominates in value terms via premium variants VSOP+, XO and Prestige, while

conversely, in the second largest market, the US, is dominated by entry-level VS plus VSOP,

while VSOP+ and XO high-end offerings are growing off a small base in-line with

premiumisation trends

• Third largest market Global Travel Retail is dominated by XO, while Prestige and VSOP+

are increasingly popular

> Despite recent negative trends driven by destocking following strong pandemic-induced growth,

also amplified by inflationary circumstances, structural premiumisation trends in the industry’s

most relevant markets such as the US, China and GTR will continue to drive the long-term

prospects of the category, supported by its scarcity value and superior liquid quality

0%

20%

40%

60%

80%

100%

Player 1 Player 2 Player 3 Courvoisier Cognac

Supplier cognac sales value by country (2022)

China US GTR Others

0%

20%

40%

60%

80%

100%

Volumes Retail Sales Value

Cognac volume by main markets (2022)

China United States Global Travel Retail Others

0%

20%

40%

60%

80%

100%

China United States GTR Other Cognac

Cognac 2022 Sales Value by quality

VS VSOP VSOP+ XO Prestige

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The addition of Courvoisier is a strong fit to Campari Group’s RARE division,

with strong premiumisation opportunities

$35 - $70

$70-$180

$2,000+

$200-$650

Mixology / easy mixes

VS &

VSOP

XO

Extra & XO Royal

L ’Essence de Courvoisier

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World renowned brand, poised to be re-established as global icon of luxury under

Campari Group’s proven leadership, focus and brand development capabilities

Strategic rationale

Premiumisation journey Increase in business size since acquisition (1)

(1) Acquisition year: Grand Marnier 2016, Wild Turkey 2009, Appleton Estate 2012, Espolon 2008, GlenGrant 2006, Aperol 2003. Net Sales increase in size

• c. 1.3 times after complete brand renovation refocus onto

high-end expressions, and on core brand via cessation of

mainstream flavour variants

• c. 3 times thanks to portfolio premiumisaton and consistent

brand messaging on craft credentials and liquid quality

• c. 47 times updated disruptor-style branding alongside

premiumization ladder

• c. 2.2 times thanks to total brand overhaul with aged

statement focused premiumisation

> A strong history of proven strategic premium development capabilities including premium packaging and bottle upgrades, age-statement focus

with premium pricing tiers, liquid quality focus, consistent and targeted brand messaging on superior liquid and quality, focus on core mother-

brand while cutting flavour or value extensions

• c. 20 times after total brand overhaul and strategic

internationalisation, becoming a world renown brand

• c. 1.4 times following a strategic refocus on long-aged

expressions away from value offerings and a complete overhaul

of the maturing inventory

2022 Campari Group Proforma Net Sales by core category with Courvoisier FY 2022

True diversification across the Group’s spirits category exposure

> The addition of Courvoisier will further enrich the Group’s portfolio, with a healthy exposure to multiple premiumising categories

> Strong exposure to aperitifs, bourbon and tequila & mezcal with cognac to become the fourth leg

Aperitifs: 36%

Tequila & Mezcal: 8%

Bourbon: 8%

Cognac: 8%

Other 41%

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Courvoisier to enter the Global Priority Brands, boosting the US and China

> Premium cognac range to further strengthen Campari Group’s portfolio:

• set to join the global brand priorities cluster with enhanced focus; reaching its full potential

under Campari Group’s proven leadership, dedication and brand development

capabilities

• strengthening our premium portfolio, particularly in aged brown spirits, as well as

supporting future long-term premiumisation ambitions in key strategic markets

> Courvoisier to boost overall Campari Group’s net sales by c.+9% with significant step-up in

Campari Group’s strategic segments and channels; Courvoisier set to become the third largest

brand in the US:

Aperol 20%

Campari 10%

Courvoisier 8%

Wild Turkey & American Honey

6% Espolon

6% Grand Marnier

6%

Jamaican Rum Portfolio

5%

Skyy 5%

Regional Priorities

17%

Local Priorities 8%

Rest Of Portfolio 9%

2022 Campari Group Pro-forma Net Sales by brand & category incl. Courvoisier

US China UK GTR

Strategic markets % increase in net sales: Campari FY22 & Target FY22

+c.20%

+c.170%

+c.50% +c.30%

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*

* Global priority brand from 2024

> Strong fit with the Group’s French icons

operations including Grand Marnier,

Champagne Lallier and Bisquit&Dubouché:

increased distilling infrastructure, bottling

and warehousing capacity in France,

supporting the Group’s other local operations,

coupled with deep relationships with

winegrowers and suppliers in the cognac

region

> Courvoisier has state-of-the-art facilities

across five sites

• Courvoisier’s main warehouse facility

is in La Belloire, just outside of Jarnac,

and boasts nine maturing warehouses,

five bottling lines and is fully

automated

• Domaine Guilloteau with its 30 hectors

of vineyard

• Other sites include distillery in

Châteauneuf-sur-Charente, blending

stations, maturing warehouses and of

course, the Headquarters in Jarnac with

‘Le Chateau’ and visitor centre

Strong fit to operational capabilities in France, a core

platform for the Group’s Supply Chain

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Courvoisier Facilities

Visitor Centre & Château (Jarnac)

Distilling

Warehousing

Bottling

(1) Also a vineyard site (2) Also includes a blending station

> Campari Group has entered into exclusive negotiations with Beam Suntory and granted thereto in

such context a put option, with a view to acquire 100% of the outstanding share capital of Beam

Holding France S.A.S., which holds 100% of the share capital of Courvoisier S.A.S., owner of

Courvoisier

> Enterprise value of USD1.32 billion (€1.22 billion at today’s exchange rate) on a cash free/debt free

basis

• Fixed purchase price of USD1.20 billion (€1.11 billion), subject to the customary price

adjustment mechanisms and earn-out for maximum amount of USD0.12 billion (€0.11 billion)

payable in 2029 based on the achievement of net sales targets realized in FY 2028

• the corresponding Enterprise Value of USD1.32 billion (€1.22 billion at today’s exchange rate)

is equivalent to a multiple of c. 17 times the CAAP in 2022

> Perimeter includes

• Trademarks and comprehensive production facilities consisting of distillation, warehouses,

vineyards, blending facilities, ageing cellars, an automated bottling plant and the brand

headquarters with ‘Le Château’ and visitor centre

• Maturing inventory of USD365 million as of 31 October 2023 with well-balanced age profiles to

support future brand development

• The perimeter also includes Salignac, a small VS cognac brand sold in the US

Acquisition structure and metrics

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> The signing of the transaction is subject to the information and consultation of the French

employees’ representatives and the closing of the transaction will be subject to the

completion of the appropriate regulatory processes and customary antitrust approvals

> Transaction expected to close in 2024

> The funding of the acquisition is fully committed via a bridge loan of EUR1.2 billion,

with a tenor of up to 24 months from closing date, by a consortium of banks

composed by Crédit Agricole Corporate and Investment Bank and Intesa Sanpaolo

(Divisione IMI CIB), Bank of America, Goldman Sachs Bank Europe SE and

Mediobanca

> Campari Group is also constantly evaluating various alternatives, in the context of

evolving market conditions, to potentially fund the transaction with a mix of debt, cash and

equity or equity-like instruments, with timing and amounts yet to be determined.

> As a result of this contemplated acquisition, and assuming a fully-debt funded transaction,

Campari Group’s pro-forma Net debt/EBITDA-adjusted would be expected to increase

from 2.6 times as of 30 September 2023 to c. 4 times upon the deal closing. A sustained

deleveraging is expected thereafter, fuelled by positive cash flow generation.

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Acquisition funding

> Unique opportunity for Campari Group to enter the top league of super

premium cognac category with a world renowned brand

> Courvoisier will benefit from Campari Group’s proven leadership, focus and

brand development capabilities, leveraging the Group’s enhanced operational

and business infrastructure

> Campari Group is poised to leverage heavy expertise in cognac at the Board

and Executive team level to re-establish Courvoisier’s credentials as a global

icon of luxury

> Largest deal in Campari Group’s history, enabling further portfolio

premiumisation and a significant step up in the US presence with long-term

transformational potential in strategic Asia

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Conclusion

This announcement may contain certain forward-looking statements, estimates and forecasts reflecting management’s current views with respect to certain future events. These

forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Group’s future

financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Group operates or intends to operate.

Forward-looking information is based on information available to the Group as of today and is based on certain key assumptions; as such, forward-looking statements speak only as of

the date of this announcement. No assurance can be given that such future results will be achieved; actual events may materially differ as a result of risks and uncertainties faced by

the Group, which could cause actual result to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Due to such uncertainties and

risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. Except as required by applicable laws and regulations, the

Group expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in its expectations or any change in

events, conditions or circumstances on which such statements are based; the Group expressly disclaims and does not assume any liability in connection with any inaccuracies in any of

the forward-looking statements in this document, and in any related oral presentation, including responses to questions following the presentation, or in connection with any use by any

third party. Further information on the Group and its activities, including those factors that may materially influence its financial results, are contained in the reports and documents of the

Group deposited with the AFM and CONSOB.

Disclaimer

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CONTACTS

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camparigroup.com