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Brembo

Share Issue/Capital Change Jul 31, 2023

4472_rns_2023-07-31_997171cd-dad2-4725-9c45-fd46f3b77076.pdf

Share Issue/Capital Change

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Stezzano, 31 July 2023

BREMBO LAUNCHES THE PLAN FOR THE BUY-BACK OF OWN SHARES

Brembo S.p.A. announces the launch of the plan for the buy-back of own shares that was authorised by the General Shareholders' Meeting on 20 April 2023, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, Article 132 of Legislative Decree No. 58/1998, as further amended (TUF), Articles 144-bis and 144 bis.1 of Consob Regulation No. 11971/1999, as further amended (the "Rules for Issuers") and in accordance with the provisions of Article 5 of Regulation (EU) No. 596/2014 (the "Regulation") and of Commission Delegated Regulation (EU) No. 2016/1052 (the "Delegated Regulation"), as well as in compliance with the terms and conditions approved by the aforementioned General Shareholders' Meeting.

Purpose of the Plan

The purpose of the plan authorised by the General Shareholders' Meeting is to buy back ordinary shares of Brembo S.p.A. for the following aims:

  • a) undertaking any investments, directly or through intermediaries, including aimed at containing abnormal movements in stock prices, stabilising stock trading and prices, supporting the liquidity of Company's stock on the market, so as to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
  • b) carrying out, in accordance with the Company's strategic guidelines, share capital transactions or other transactions which make it necessary or appropriate to swap or transfer share packages through exchange, contribution, or any other available methods;
  • c) buying back own shares as a medium-/long-term investment.

Maximum purchasing amount

Shares may be purchased, up to maximum amount of €144,000,000, for a minimum price not lower than the closing price of the shares during the trading session on the day before each transaction is undertaken, reduced by 10%, and for a maximum price not higher than the closing price of the shares during the trading session on the day before each transaction is undertaken, increased by 10%.

The buy-back of treasury shares must be undertaken on regulated markets in accordance with applicable laws in force, and in particular with Article 132 of TUF, Article 144-bis, paragraphs 1 and 1-bis, and Article 144-bis.1 of the Rules for Issuers, and EU and Italian laws and regulations on market abuse in force from time to time, and thus also the Regulation and the Delegated Regulation.

Maximum number of shares that may be purchased

The plan envisages the buy-back of a maximum of 8,000,000 ordinary shares.

It should be noted that, as of today, Brembo S.p.A. holds 10,035,000 ordinary shares, which represent 3.005% of share capital and, together with the maximum number of ordinary shares that may be purchased pursuant to the said plan, are equal to 5.401% of Brembo S.p.A.'s share capital. The Company's subsidiaries do not hold any ordinary shares of Brembo S.p.A. The authorisation includes the power to dispose of own shares in portfolio in one or more tranches.

Term of the Plan

This plan will be launched on 1 August 2023 and will end by the date of expiry of the authorisation passed by the General Shareholders' Meeting on 20 April 2023 and effective for 18 months (i.e., until 20 October 2024).

Methods to buy back own shares

Brembo S.p.A. has engaged Intesa San Paolo S.p.A. to execute the plan for the buy-back of own shares on the Company's behalf in accordance with the guidelines that the latter shall provide from time to time. The purchases will be undertaken in accordance with the statutes in force, and in particular Article 132 of TUF, Article 144-bis, paragraphs 1 and 1-bis, and Article 144-bis.1 of the Rules for Issuers, and EU and Italian laws and regulations on market abuse in force from time to time, and thus also the Regulation and the Delegated Regulation, in compliance with the resolutions passed by the aforementioned General Shareholders' Meeting of 20 April 2023, within the terms already disclosed to the market and in line with applicable legislation.

Daily purchases may not exceed 25% of the average daily trading volume of Brembo shares during the 20 trading days prior to each purchase date.

Purchases may be undertaken in one or more tranches, within the limits of the distributable profits and available reserves reported in the most recent approved financial statements.

The Company is not obliged to execute the Plan, which, if launched, may be suspended, interrupted or amended at any time, for any reason whatsoever and without advance notice, in accordance with applicable laws and regulations. Any subsequent amendment to the said buy-back plan shall therefore be promptly disclosed by the Company to the public, according to the terms and conditions established by applicable legislation.

The transactions undertaken, if any, shall be disclosed to the market, together with the relevant details, within the terms and in the manners set out in applicable legislation.

For further information: Laura Panseri – Head of Investor Relations Brembo S.p.A. Ph. +39 035 6052145 @: laura\[email protected]

Roberto Cattaneo – Chief Communication Officer Brembo S.p.A. Ph. +39 035 6052347 @: roberto\[email protected]

Daniele Zibetti – Corporate Media Relations Brembo S.p.A. Ph. +39 035 6053138 @: daniele\[email protected]

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