Foreign Filer Report • Jan 12, 2024
Foreign Filer Report
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Stezzano, 12 January 2024
Brembo's Cross-Border Conversion:
Following the press release dated 4 December 2023, with regard to the cross-border conversion approved by the Extraordinary Shareholders' Meeting of Brembo S.p.A. ("Brembo" or the "Company") held on 27 July 2023 (the "Shareholders' Meeting" and, in general, the "Cross-Border Conversion" or the "Transaction"), Brembo announces that all the conditions precedent to which the effectiveness of all the shareholders' resolutions, and more in general, the Transaction were subject, have been met.
The share capital decrease from €34,727,914.00 to €3,339,222.50 — approved by the Shareholders' Meeting as it was instrumental to the Transaction — was executed today through recognition of an equity reserve of an amount equal to the difference between the share capital before and after the decrease, without cancellation of shares and without any reimbursement of capital to shareholders (the "Share Capital Decrease").
With regard to the subsequent obligations required to complete the Cross-Border Conversion, Brembo therefore confirms that:
Therefore, the number of shares subject to liquidation by the Company corresponds to the number of the residual shares specified in the press release dated 4 December 2023, i.e., 4,387,303, for a total value of €57,456,120.09. These shares are in addition to those already placed to the shareholders during the option and pre-emption offer, as stated in the press release dated 6 October 2023, equal to 49,319, for a total value of €645,881.62. Accordingly, a total of 4,436,622 shares are subject to liquidation for an overall liquidation value of €58,102,001.71.
For further information on the Share Capital Decrease and, more in general, on the Cross-Border Conversion, reference is made to the press release dated 4 December 2023, to the Illustrative Report to the Shareholders' Meeting and the related minutes, as well as to all the previous press releases issued by the Company in this regard.

This press release is available on the Company's website at www.brembo.com, as well as on the authorised storage system -storage at **.
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THIS 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 DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED IN THE DOCUMENTS RELATING TO THE TRANSACTION, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO THE FINANCIAL STATEMENTS OF UNITED STATES COMPANIES. IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE ARISING UNDER THE FEDERAL SECURITIES LAWS, SINCE THE ISSUER IS LOCATED IN A FOREIGN COUNTRY, AND SOME OR ALL OF ITS OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY. YOU MAY NOT BE ABLE TO SUE A FOREIGN COMPANY OR ITS OFFICERS OR DIRECTORS IN A FOREIGN COURT FOR VIOLATIONS OF THE U.S. SECURITIES LAWS. IT MAY BE DIFFICULT TO COMPEL A FOREIGN COMPANY AND ITS AFFILIATES TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT. YOU SHOULD BE AWARE THAT THE ISSUER MAY PURCHASE SECURITIES OTHERWISE THAN IN THE CONTEXT OF THE TRANSACTION, SUCH AS IN OPEN MARKET OR PRIVATELY NEGOTIATED PURCHASES.
For information: Laura Panseri – Head of Investor Relations Brembo Tel. +39 035 6052145 @: [email protected]
Roberto Cattaneo – Chief Communication Officer Brembo Tel. +39 035 6052347 @: [email protected]
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Daniele Zibetti – Corporate Media Relations Brembo Tel. +39 035 6053138 @: [email protected]
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