AGM Information • Apr 20, 2023
AGM Information
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Stezzano (BG), 20 April 2023
The General Shareholders' Meeting of Brembo held today approved:
The General Shareholders' Meeting of Brembo, held today under the chairmanship of Matteo Tiraboschi, approved the Financial Statements for the year ended 31 December 2022 and the distribution of a gross dividend of €0.28 per share outstanding at ex-coupon date, with the exclusion of own shares. The dividend will be paid as of 24 May 2023, ex-coupon No. 6 on 22 May 2023 (record date: 23 May 2023).
In light of the extension of the emergency measures on the holding of general meetings provided for by Law No. 14 of 24 February 2023, the Shareholders were only able to participate in the General Shareholders' Meeting by granting proxy authorisation and voting instructions on the items on the Agenda to the Designated Representative Computershare S.p.A.
As already announced, the Brembo Group's revenues for 2022 amounted to €3,629 million, up 30.7% compared to the previous year. In 2022, EBITDA amounted to €625.2 million (EBITDA margin: 17.2%), EBIT to €382.8 million (EBIT margin: 10.5%) and net profit to €292.8 million.
The Parent Brembo S.p.A.'s net revenues for 2022 were €1,179.3 million, up 15.5% compared to the previous year.
The General Shareholders' Meeting approved the following allocation of the €164.9 million net profit:
Based on the two lists of candidates submitted, the General Shareholders' Meeting appointed the new Board of Directors, which will remain in office until the approval of the Financial Statements for the year ending 31 December 2025. The Board is made up as follows:
| Board of Directors | |||
|---|---|---|---|
| Matteo Tiraboschi | Chairman | Elected from the list submitted by Nuova FourB |
|
| Cristina Bombassei | Executive Director | Elected from the list submitted by Nuova FourB |
|
| Daniele Schillaci | Chief Executive Officer | Elected from the list submitted by Nuova FourB |
|
| Roberto Vavassori | Executive Director | Elected from the list submitted by Nuova FourB |
|
| Umberto Nicodano | Non-executive Director | Elected from the list submitted by Nuova FourB |
|
| Giancarlo Dallera | Independent Director | Elected from the list submitted by Nuova FourB |
|
| Elisabetta Magistretti | Independent Director | Elected from the list submitted by Nuova FourB |
|
| Elizabeth Robinson | Independent Director | Elected from the list submitted by Nuova FourB |
|
| Gianfelice Rocca | Independent Director | Elected from the list submitted by Nuova FourB |
|
| Manuela Soffientini | Independent Director | Elected from the list submitted by Nuova FourB |
|
| Michela Schizzi | Independent Director | Elected from the list submitted by a group of Shareholders (2.372% of share capital) |
Based on the two lists of candidates submitted, the General Shareholders' Meeting appointed the new Board of Statutory Auditors, which will remain in office until the approval of the Financial Statements for the year ending 31 December 2025. The Board is made up as follows:
| Board of Statutory Auditors | ||||
|---|---|---|---|---|
| Fabrizio Riccardo Di Giusto |
Acting Auditor - Chairman | Elected from the list submitted by a group of Shareholders (2.372% of share capital) |
||
| Mario Tagliaferri | Acting Auditor | Elected from the list submitted by Nuova FourB |
||
| Stefania Serina | Acting Auditor | Elected from the list submitted by Nuova FourB |
||
| Alessandra Vaiani | Alternate Auditor | Elected from the list submitted by Nuova FourB |
||
| Giulia Pusterla | Alternate Auditor | Elected from the list submitted by a group of Shareholders (2.372% of share capital) |
The composition of the Board of Directors and of the Board of Statutory Auditors complies with the provisions on gender quotas within the governing and control bodies of listed companies.
The resumes of Directors and Statutory Auditors, as well as the additional documentation required by current applicable laws and regulations are available on the website: https://www.brembo.com/en/investors/for-shareholders/shareholders-meeting.
Pursuant to Article IA.2.6.7 of the Instructions on the Rules of Markets organised and managed by Borsa Italiana S.p.A., the following Directors declared that, upon their appointment, they held the following number of shares:
Today, the General Shareholders' Meeting approved the proposal for a new buy-back plan, aimed at:
The plan envisages that the Board of Directors may purchase, in one or more tranches, up to a maximum of 8,000,000 ordinary shares, 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%.
With reference to the disposal of own shares, the Board of Directors will define, from time to time, in accordance with applicable legislation and/or allowed market practices, the criteria to set the relevant consideration and/or methods, terms and conditions to use own shares in portfolio, taking due account of the realisation methods applied, the price trend of the stock in the period before the transaction and the best interest of the Company.
The authorisation is requested for a period of 18 months from the date of the resolution by the General Shareholders' Meeting and for a maximum purchasing amount of €144,000,000, which is adequately covered by the available net reserves recognised in the balance sheet. At present, the Company holds 10,035,000 own shares representing 3.005% of share capital.
The Shareholders approved the Brembo Group's Remuneration Policy for 2023 (Section I) and expressed a favourable opinion with an advisory vote on the Remuneration Paid in 2022 (Section II).
The newly-elected Board of Directors of Brembo S.p.A., met at the conclusion of the General Shareholders' Meeting and granted the powers and authorities to the Executive Chairman Matteo Tiraboschi and to the Chief Executive Officer Daniele Schillaci.
The Board of Directors verified compliance with the independence requirements pursuant to Articles 147-ter and 148 of TUF and to the Corporate Governance Code by the Directors and the members of the Board of Statutory Auditors, based on the information provided by the same.
The following Committees were set up, with their respective tasks as provided for by applicable laws in force:
| Remuneration & Appointments Committee | ||
|---|---|---|
| Giancarlo Dallera | Chairman – Independent Director | |
| Manuela Soffientini | Independent Director | |
| Elizabeth Robinson | Independent Director |
| Audit, Risks & Sustainability Committee* | ||
|---|---|---|
| Elisabetta Magistretti | Chairwoman – Independent Director | |
| Manuela Soffientini | Independent Director | |
| Michela Schizzi | Independent Director |
(*It also acts as the Related Party Transactions Committee)
| Lead Independent Director | ||
|---|---|---|
| Manuela Soffientini | Independent Director |
Director in charge of the Internal Control and Risk Management System (ICRMS)
Cristina Bombassei Andrea Pazzi
The financial results for Q1 2023 will be examined by the Board of Directors on 9 May 2023.
The manager in charge of the Company's financial reports Andrea Pazzi, declares, pursuant to paragraph 2 of Article 154 bis of Italy's Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting records.
For information: Laura Panseri – Head of Investor Relations Brembo S.p.A. Ph. +39 035 605 2145 @: [email protected]
Roberto Cattaneo – Chief Communication Officer Brembo S.p.A. Ph. +39 035 605 2347 @: [email protected]
Daniele Zibetti – Corporate Media Relations Brembo S.p.A. Ph. +39 035 605 3138 @: [email protected]
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