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Brembo

AGM Information Apr 21, 2022

4472_rns_2022-04-21_bb8490f7-2852-4f7f-ab24-8b65bb4d39c4.pdf

AGM Information

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PRESS RELEASE

Stezzano, 21 April 2022

The General Shareholders' Meeting of Brembo held today approved:

  • the 2021 Financial Statements and a gross dividend of €0.27 per share
  • the plan for the buy-back and disposal of own shares
  • the Remuneration Policy for 2022
  • the appointment of a member of the Board of Directors pursuant to Article 2386 of the Italian Civil Code

Approval of the Financial Statements and Allocation of Profit

The General Shareholders' Meeting of Brembo, held today under the chairmanship of Matteo Tiraboschi, approved the Financial Statements for the year ended 31 December 2021 and the distribution of a gross dividend of €0.27 per share outstanding at ex-coupon date, with the exclusion of own shares. The dividend will be paid as of 25 May 2022, ex-coupon No. 5 on 23 May 2022 (record date: 24 May 2022).

As already announced, Brembo Group's revenues for 2021 amounted to €2,777.6 million, up 25.8% compared to the previous year (+25.0% on a like-for-like consolidation and exchange rate basis). In 2021, EBITDA amounted to €502.7 million (EBITDA margin: 18.1%), EBIT to €288.0 million (EBIT margin: 10.4%) and net profit to €215.5 million.

The Parent Brembo S.p.A.'s net revenues for 2021 were €1,021.3 million, up 25.3% compared to the previous year.

The General Shareholders' Meeting approved the following allocation of the €111.2 million profit:

  • to the Shareholders a gross dividend of €0.27 per each ordinary share outstanding at ex-coupon date, with the exclusion of own shares;
  • the remaining amount carried forward.

Plan for the Buy-back and Sale of Own Shares

Today, the General Shareholders' Meeting approved the proposal for a new buy-back plan, aimed at:

  • 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 the 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;
  • 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; and
  • buying back own shares as a medium-/long-term investment.

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.

Remuneration Policy for 2022

The shareholders approved Brembo Group's Remuneration Policy for 2022 (Section I) and expressed a favourable opinion with an advisory vote on the Remuneration Paid in 2021 (Section II).

Appointment of a member of the Board of Directors pursuant to Article 2386 of the Italian Civil Code

The General Shareholders' Meeting appointed Manuela Soffientini as Independent Director, following her co-option by the Board of Directors on 3 March 2022. She will remain in office until the end of term of the current Board of Directors. Manuela Soffientini is also a member of the Audit, Risks & Sustainability Committee and of the Remuneration & Appointments Committee. At the date of her appointment as Director, Manuela Soffientini did not hold any company shares. Her resume is available on the corporate website at Governing Boards and Committees | Brembo - Official Website.

In light of the extension of the provisions due to the persistence of the pandemic, the Shareholders were only able to participate in the Shareholders' Meeting by granting proxy authorisation and voting instructions on the items on the Agenda to the Designated Representative Computershare S.p.A.

The financial results for Q1 2022 will be examined by the Board of Directors on 11 May 2022.

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.

Company contacts:

Laura Panseri Roberto Cattaneo
Head of Investor Relations Chief Communication Officer
Ph. +39 035 605 2145 Ph. +39 035 605 5787
e-mail: [email protected] e-mail: [email protected]
www.brembo.com Daniele Zibetti
Corporate Media Relations
Ph. +39 035 605 3138
e-mail: [email protected]
www.brembo.com

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