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Brembo — Annual Report 2025
Mar 18, 2026
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The visual concept The visual concept behind the images of the 2025 Annual Report is built around a distinctive and recognizable graphic element: the red trail, which becomes a visual metaphor for Brembo’s journey. A constant, measurable movement that conveys dynamism and continuous progress driven by research, development and improvement. In 2025, this narrative takes on an additional symbolic meaning with the celebration of 50 years of Brembo in the world of racing, our ultimate proving ground for innovation. The cover image of the Annual Report evokes this legacy of passion, performance and innovation, transforming the speed and precision of motorsport into a symbol that brings together memory and vision, experience and momentum toward the future.
Note on presentation
The annual report at 31 December 2025 was prepared in accordance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), as adopted by the European Union and with Section 2:362 (9) of the Dutch Civil Code (‘DCC’), pursuant to Part 9 of Book 2. The IFRS designation also includes the International Accounting Standards (‘IAS’) as well as all the interpretations of the International Financial Reporting Interpretations Committee (‘IFRIC’), formerly the Standard Interpretations Committee (‘SIC’).
Adaptation plan pursuant to Articles 15 and 18 of the Market Regulations
In accordance with Articles 15 and 18 of Consob Regulation 20259 of 28 December 2017 and subsequent amendments concerning ‘conditions for listing shares of companies that control companies established and governed by laws of non-EU countries’, the parent company Brembo N.V. (the ‘Company’ or ‘Parent Company’ or ‘Brembo’ and together with its subsidiaries ‘Brembo Group’ or the ‘Group’) has identified its significant subsidiaries as defined in Article 15 (2) of the above-mentioned Regulation, and verified that the conditions set out in paragraphs b) and c) of Article 15 have been met.
Information on the figures presented
All the figures in this annual report are expressed in thousands of euro (except for the figures in separate financial statements, which are in euro), whereas the original data is recorded and consolidated by the Group in euro. Similarly, all percentages relating to changes between two periods or to percentages of net revenue or other indicators are always calculated using the original data in euro. The use of amounts expressed in millions of euro may therefore result in apparent discrepancies in both absolute amounts and data expressed as a percentage.
The language of this annual report is English. Certain legislative references and technical terms have been cited in their original language in order to give them their correct technical meaning under applicable law.
European Single Electronic Format requirements
Pursuant to article 4 of the Transparency Directive, starting from the 2021 reporting period, the financial statements scheme in the annual financial report is prepared in XHTML format, in compliance with the European Single Electronic Format (ESEF) as a company listed on a European Union regulated market. In addition, issuers preparing IFRS consolidated financial statements shall mark up those using Inline XBRL. Brembo Group manages ESEF by leveraging a dedicated outsourced IT software that allows compliance with the regulation. This copy of the annual report of Brembo N.V. for the year 2025 is not in the ESEF-format as specified by the European Commission in Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The ESEF reporting package can be found on our website www.brembogroup.com/en/investors/reports.
2025 Brembo Annual Report
Index
1. Corporate Highlights
2. Letter from the Executive Chairman
3. Vision and Mission
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
Index
1. Corporate Highlights
Letter from the Executive Chairman
Vision and Mission
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. Corporate Highlights
Index
- Corporate Highlights 5
1.1 Corporate Bodies 6
1.2 Key Financial Highlights 7
2. Letter from the Executive Chairman
Dear Shareholders,
It is my pleasure to present the Annual Report for what has been a pivotal year for Brembo, characterized by global complexity, rapid technological shifts, and profound changes across the automotive sector. In this landscape, the Brembo Group once again demonstrated its resilience, strategic discipline, and long-term vision — delivering solid results while advancing the transformation that will shape our future.
Despite an industry environment marked by severe challenges, particularly in Europe, Brembo maintained its revenues at €3,702.7 million, -1.6% on a like-for-like exchange rate basis compared to €3,841 million for 2024. This performance — achieved in contrast to the significant slowdown across the sector — reflects the strength of our business model and the dedication of around 16,000 Brembo people worldwide.
Throughout 2025, we expanded our strategic perimeter and accelerated our evolution into a full solutions provider. A key milestone was the acquisition of Öhlins, a global leader in high-performance suspension technologies, which allows Brembo to offer increasingly integrated and high-value systems to our customers. We also entered the fast-growing high-performance bicycle segment, bringing Brembo’s recognized braking expertise into a new dimension of light and sustainable mobility.
Innovation remained at the core of our agenda. The opening of the Brembo Inspiration Lab in Shanghai — our first in China — further strengthens our global R&D ecosystem and accelerates our development of software-enabled, AI-driven intelligent solutions. Together with our Silicon Valley-based Inspiration Lab, it reflects Brembo’s commitment to shaping a zero accidents future.
On the industrial front, Brembo SGL Carbon Ceramic Brakes increased production capacity by 50% at the Meitingen (Germany) and Stezzano (Italy) plants, responding to growing global demand. We introduced new products that define the next chapter in braking technology, as the Greentell Set, capable of reducing environmental impact by up to 85%. Our commitment to sustainability was further reinforced by our investment in Hydrospark, an Italian startup specializing in hydrogen production and storage technologies. This initiative strengthens our contribution to scalable, environmentally responsible solutions.
In 2025, our commitment to sustainability delivered tangible results aligned with the Group’s strategic objectives. In the energy domain, we moved ahead of schedule and exceeded the 2025 target of 70%, with renewable sources accounting for 88% of total energy consumption. Our progress has been recognized internationally through Brembo’s inclusion in the S&P Global Sustainability Yearbook 2026, which highlights companies demonstrating excellence in environmental, social, and governance performance worldwide. Further recognition came from the Carbon Disclosure Project (CDP), which awarded Brembo a “double A” rating for both climate change action and water stewardship.
In 2025, Brembo also celebrated a historic milestone: 50 years in Motorsport. Over this extraordinary journey, our technologies have contributed to more than 1,000 championship victories. We marked this anniversary with several major initiatives, including our role as Braking Technology Partner at the 24 Hours of Le Mans, the sponsorship of the MotoGP Italian Grand Prix at Mugello, as well as Brembo’s presence in the film F1: The Movie.
These achievements are the result of the passion, expertise, and professionalism of Brembo’s global team. Our people remain the cornerstone of our competitiveness and the driving force behind our growth model, built on innovation, responsibility, and long-term vision.
Looking ahead, Brembo will continue to invest decisively in research, innovation, and industrial excellence to navigate a sector undergoing profound transformation. With clarity of vision and a strong strategic agenda, we remain committed to reinforcing our global leadership and shaping the future of mobility.
The Executive Chairman
Matteo Tiraboschi
2025 Brembo Annual Report
Index
2. Letter from the Executive Chairman
3. Vision and Mission
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
1. Corporate Highlights
VISION-LED, MISSION-TRUE: POWERING INSPIRED SOLUTIONS
3. Vision and Mission
Electrification, digitalization, autonomous driving and environmental sustainability are macro-trends at the center of the automotive world and the strategies of the market’s main players.Within this scenario, Brembo has been pursuing its mission of being a Solution Provider by proactively rising to the challenges posed by the ongoing transformation, focusing on the needs and desires of the new generations, which will be the users of tomorrow. Brembo continues to invest significantly in innovation, driven by its vision “Turning Energy into Inspiration”, which encourages the Group to extend its sphere of influence to embrace energy management in its broader meaning, not only in terms of components, but also in its role as authoritative systems provider. In addition to innovative hydraulic and mechanical components, innovation is also applied to software and artificial intelligence: this combination allows to aim at a high added-value product and service integration to anticipate the new mobility paradigms. SENSIFY is the tangible outcome of this vision: the first fluid-free intelligent braking system that constantly interacts with the driver with a view to shaping a zero-accidents future.
At the heart of the Group’s strategic vision there is also an overarching commitment to sustainability that has become a modus operandi within Brembo, permeating all activities, processes and products. This vision is reflected in Greentell, Brembo’s innovative braking solution, characterized by strong technological content and leveraging advanced engineering and materials to enable a more sustainable wheel corner. This sustainability-driven approach is increasingly present also in the relationship with its People, with its supply chain and in the local areas in which the Group operates.
In 2025, the Group continued to implement strategic projects within the three Pillars — Digital, Global and Cool Brand — through dedicated working groups that leverage a shared leadership and the cross-cutting competencies of all parties involved, engaging all Group Regions and outlining the growth direction for the forthcoming future.
Digital
The world has entered the era of artificial intelligence applications focusing on data processing. The ability to analyze and manage data is a crucial skill for continuing to grow and create innovation. Accordingly, Brembo has set itself an ambitious goal: becoming a company that, alongside the production of braking systems, is able to develop and offer all-round solutions to its customers through the widespread dissemination of a solid data culture within the Group and an increasingly data-driven approach. In line with this approach, in April 2025 Brembo inaugurated its first Brembo Inspiration Lab in Asia, located in Shanghai, which serves as the Chinese center of excellence for the global digital strategy of the Group. As the automotive industry evolves, Brembo is integrating its innovative braking technology with digital and AI-powered software solutions to set a new standard in driving experience, with a strong focus on safety and comfort. The Brembo Inspiration Lab will be crucial in advancing the Group’s vision of a zero-accidents future, where drivers, passengers and pedestrians can experience complete peace of mind.
In 2025 Brembo Solutions — the Business Unit providing AI based solutions to global companies — launched ALCHEMIX on Microsoft Marketplace, the platform that enables organizations worldwide to easily access the digital tools they need, regardless of sector and size. Originally developed by Brembo’s Data Science and AI Team to generate advanced combinations of friction materials for braking components, ALCHEMIX is now a cloud based software as a service (SaaS) designed to help companies in sectors such as Food & Beverage, Cosmetics, and Chemicals accelerate innovation and remain competitive in rapidly evolving markets.
Global
Brembo has long ago embarked upon its decentralization path and has now become a Group operating in 18 countries worldwide. Within this context, the Global Pillar aims to balance the Group’s international footprint, not only from a commercial standpoint, but also in terms of technology and innovation, by developing and encouraging excellence at local level for the benefit of a global organization whose mindset is based on multiculturality, valuing of diversity and with inclusion as a shared value. The acquisition of Öhlins marks a pivotal milestone in the Group’s global strategy, reinforcing an international vision that guides Brembo’s strategic decisions and builds on the recent additions of SBS Friction and J.Juan. With Öhlins, Brembo expands its expertise into high performance suspension systems and advances toward a more integrated, intelligent offering aligned with the future of mobility, further strengthening its role as a pioneer and global solutions provider. Likewise, entering mountain bike racing through its partnership with the Specialized team reflects Brembo’s broader global approach — one that extends beyond geography to the breadth and diversity of our portfolio. This collaboration positions the Group within a dynamic, fast growing segment, bringing its sports braking expertise to lightweight, sustainable mobility and supporting its long term development vision.
Cool Brand
Brembo does not set limits on creativity and considers it essential to continuously engage in strengthening its brand, anchoring it to new trends that are reconfiguring mobility in line with the values and sensibilities of the new generations, especially Generation Z. The objective is thus to identify their passion, needs and tastes, and translate them into a unique brand experience able to generate tangible solutions. In this context, racing — long the Group’s flagship — plays a particularly important part in Brembo, reflecting the Cool Pillar and engaging a wide, diverse audience. In 2025, the company celebrated its 50th anniversary in this extraordinary arena, marking five decades of satisfaction and expertise. Highlights included its roles as Braking Technology Partner at the 24 Hours of Le Mans and IMSA, Title Sponsor of the Mugello MotoGP, and the presence of its braking systems in F1: The Movie.
2025 Brembo Annual Report 4
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
1. Corporate Highlights
2025 Brembo Annual Report 5
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
1.1 Corporate Bodies
6
(1) Upon the entering into effect of the cross-border conversion, Brembo adopted a one-tier board management and control system pursuant to the Dutch Civil Code that does not provide for a Board of Statutory Auditors or any control body separate from the Board of Directors. Accordingly, the term of Brembo’s Board of Statutory Auditors ended on the effective date of the transaction (24 April 2024). The control function is therefore carried out by the Non-executive Directors, who, in compliance with the Dutch Corporate Governance Code, make up the majority of the members of the Board of Directors. The Dutch law does not provide for the position of the Manager in Charge of the Company’s Financial Reports. Therefore, on that same date, Brembo’s Manager in Charge of the Company’s Financial Reports ceased his position, without prejudice to the Company’s capability to ensure an adequate internal control and risk management system, suitable administrative and accounting procedures for preparing the Consolidated and Separate Financial Statements and any other financial disclosure.
(2) Appointed for an indefinite period.
(3) In office until the Annual General Meeting called to approve the Financial Statements for the year ended 31 December 2025.
(4) Non-executive and Independent Director.
(5) The Director also holds the position of Executive Director in charge of the Internal Control and Risk Management System, as well as of Chief Legacy Officer.
(6) Director elected following nomination by a group of asset management companies and other institutional investors.
(7) Non-executive Director.
(8) Executive Director.
(9) This Director also holds the position of Lead Independent Director.
(10) For 2025 the statutory audit of the accounts has been carried out by the auditing firm belonging to the Deloitte network based in Amsterdam (i.e., Deloitte Accountants B.V.).
(11) This Committee also acts as the Related Party Transactions Committee.
(12) Independent Expert.
(13) Chief Internal Audit Officer.
| Chairman Emeritus (2) | Alberto Bombassei | |
|---|---|---|
| Board of Directors (3) | ||
| Executive Chairman | Matteo Tiraboschi (8) | |
| Chief Executive Officer | Daniele Schillaci (8) | |
| Directors | Cristina Bombassei (5) (8) | Giancarlo Dallera (4) |
| Elisabetta Magistretti (4) | Umberto Nicodano (7) | |
| Elizabeth M. Robinson (4) | Gianfelice Rocca (4) | |
| Michela Schizzi (4) (6) | Manuela Soffientini (4) (9) | |
| Roberto Vavassori (8) | ||
| Independent Auditors | Deloitte Accountants B.V. (10) | |
| Committees | ||
| Audit, Risk and Sustainability Committee (11) | Elisabetta Magistretti (Chairwoman) | Michela Schizzi |
| Manuela Soffientini | ||
| Remuneration and Appointment Committee | Giancarlo Dallera (Chairman) | Elizabeth M. Robinson |
| Manuela Soffientini | ||
| Supervisory Committee | Giovanni Canavotto (Chairman) (12) | Elisabetta Magistretti |
| Matteo Tradii (13) |
2025 Brembo Annual Report 6
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
1.2 Key Financial Highlights
| 2025 | |
|---|---|
| Gross operating income (euro million) | |
| People at end of period (number, including agency workers) | |
| Revenue from contracts with customers (euro million) | |
| ROI (percentage) |
2025 Brembo Annual Report 7
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial StatementsTurnover per employee (euro thousand) Net financial debt (euro million) Net result (euro million) Net invested capital (euro million)
2025 Brembo Annual Report 8
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
Economic results (euro thousand)
| 31.12.2021 | 31.12.2022 | 31.12.2023 | 31.12.2024 | 31.12.2025 | % 2025/2024 | |
|---|---|---|---|---|---|---|
| Revenue from contracts with customers | 2,777,556 | 3,629,011 | 3,849,202 | 3,840,643 | 3,702,699 | -3.6% |
| Gross operating income | 502,696 | 625,204 | 665,778 | 661,056 | 612,127 | -7.4% |
| % of revenue from contracts with customers | 18.1% | 17.2% | 17.3% | 17.2% | 16.5% | |
| Net operating income | 287,981 | 382,844 | 414,072 | 393,333 | 336,452 | -14.5% |
| % of revenue from contracts with customers | 10.4% | 10.5% | 10.8% | 10.2% | 9.1% | |
| Result before taxes | 286,791 | 382,234 | 392,000 | 365,891 | 295,608 | -19.2% |
| % of revenue from contracts with customers | 10.3% | 10.5% | 10.2% | 9.5% | 8.0% | |
| Net result for the period | 215,537 | 292,833 | 305,039 | 262,603 | 209,336 | -20.3% |
| % of revenue from contracts with customers | 7.8% | 8.1% | 7.9% | 6.8% | 5.7% |
Financial results (euro thousand)
| 31.12.2021 | 31.12.2022 | 31.12.2023 | 31.12.2024 | 31.12.2025 | % 2025/2024 | |
|---|---|---|---|---|---|---|
| Net invested capital | 2,231,294 | 2,472,841 | 2,590,611 | 2,737,526 | 3,078,310 | 12.4% |
| Equity | 1,796,120 | 1,947,013 | 2,099,419 | 2,329,817 | 2,329,965 | 0.0% |
| Net financial debt | 411,837 | 502,044 | 454,768 | 360,353 | 719,245 | 99.6% |
Employees and investments (euro thousand)
| 31.12.2021 | 31.12.2022 | 31.12.2023 | 31.12.2024 | 31.12.2025 | % 2025/2024 | |
|---|---|---|---|---|---|---|
| Employees at end of period (No.) | 12,225 | 12,956 | 13,654 | 14,348 | 14,739 | 2.7% |
| Turnover per employee | 227.2 | 280.1 | 281.9 | 267.7 | 251.2 | -6.1% |
| Net investments | 210,006 | 282,135 | 412,159 | 408,242 | 407,097 | -0.3% |
| Increases in leased assets | 26,407 | 37,465 | 20,731 | 89,306 | 33,587 | -62.4% |
Main ratios
| 31.12.2021 | 31.12.2022 | 31.12.2023 | 31.12.2024 | 31.12.2025 | |
|---|---|---|---|---|---|
| Net operating income/Revenue from contracts with customers | 10.4% | 10.5% | 10.8% | 10.2% | 9.1% |
| Result before taxes/Revenue from contracts with customers | 10.3% | 10.5% | 10.2% | 9.5% | 8.0% |
| Net investments (*) /Revenue from contracts with customers | 7.6% | 7.8% | 10.7% | 10.6% | 11.0% |
| Net financial debt/Equity | 22.9% | 25.8% | 21.7% | 15.5% | 30.9% |
| Adjusted net interest expense (**) /Revenue from contracts with customers | 0.3% | 0.4% | 0.5% | 0.7% | 0.9% |
| Adjusted net interest expense (**) /Net operating income | 3.4% | 3.4% | 4.9% | 6.6% | 10.3% |
| ROI | 12.9% | 15.5% | 16.0% | 14.4% | 10.9% |
| ROE | 12.0% | 15.1% | 14.6% | 11.4% | 9.2% |
Notes: ROI: Net operating income (rolling 12 months)/Net invested capital. ROE: Net income (loss) before minority interests (rolling 12 months) (net of Result from discontinued operations)/Equity. () Net investments in property, plant, equipment and intangible assets, calculated as the sum total of increases (net of decreases) of property, plant and equipment and intangible assets. (*) This item does not include exchange gains and losses.
2025 Brembo Annual Report 9
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
Expanding expertise across the world.
2025 Brembo Annual Report Directors’ Report 2.
2.1 Significant Events During the Year 12
2.2 Research and Development 13
2.3 Investor Information 19
2.4 Group Financial Review 20
2.5 Significant Events After 31 December 2025 36
2025 Brembo Annual Report 11
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
2.1 Significant Events During the Year
The year 2025 marked Brembo’s 50th anniversary in the world of motorsport. The company has pioneered innovations like carbon discs, monobloc calipers, and brake-by-wire systems, becoming the supplier of choice for top racing teams worldwide in both two-wheel and four-wheel competitions. Brembo has expanded globally, acquiring leading brands such as Marchesini, AP Racing, SBS Friction, J.Juan and, most recently, Öhlins, always remaining true to its Italian roots and its commitment to passion, performance, and innovation. The anniversary year featured special events and saw the creation of a dedicated logo, symbolizing five decades of racing leadership.
In 2025, Brembo completed the acquisition of Öhlins, the leading manufacturer of premium, high-performance suspension technology for motorcycles and cars. This transaction stood out as the largest acquisition in Brembo’s history and further strengthened the Group’s brand portfolio. With the addition of Öhlins, Brembo has expanded its range of products and services for the automotive market, enhancing its role as a solution provider able to offer integrated, intelligent systems to its customers.
Brembo opened its first Inspiration Lab in Shanghai to boost its expertise in software, AI, and data science. The lab is key to Brembo’s global digital strategy and aims to integrate advanced braking technology with AI-powered solutions for a safer, more comfortable driving experience. It will collaborate with universities, startups, and industry partners to develop innovative solutions and strengthen global competitiveness. This new hub is in addition to the Brembo Inspiration Lab in Silicon Valley and the Group’s 10 R&D centers worldwide, and fosters Brembo’s evolution from a manufacturer into a solutions provider.
The Annual General Meeting (the “AGM”) of the Parent Brembo N.V. held on 29 April 2025 approved the Financial Statements for the financial year ended 31 December 2024, allocating net income for the year amounting to €163,751,872.04 as follows: to the Shareholders, a gross ordinary dividend of €0.30 per ordinary share outstanding, excluding own shares; the remaining amount carried forward. Upon the Board’s proposal, the AGM appointed EY Accountants B.V. as external auditor to audit the annual accounts and to provide assurance on the sustainability statements for financial years from 2026 to 2030, included.
Brembo unveiled its GREENTELL set at Auto Shanghai 2025, introducing a new disc and new pads designed for superior performance, durability, corrosion resistance, and reduced emissions. Suitable for all vehicle types, GREENTELL combines sustainability and innovation, cutting environmental impact by up to 85% and brake dust emissions during braking by about 90%, ahead of Euro 7 regulations. The solution features a patent- pending dual-layer nickel-free coating applied via Laser Metal Deposition (LMD) that significantly improves resistance and wear without compromising performance. Combined with specifically developed pads, this coating reduces surface wear by 80% compared to standard discs. Brembo strengthens its commitment to innovation and sustainability, aiming to deliver advanced braking solutions for a cleaner future.
Brembo announced its entry in the mountain bike racing world through a partnership with the Specialized Gravity Team, debuting at the Downhill World Cup in Val di Sole (Italy). This collaboration, strengthened by Öhlins, combines Brembo’s decades of motorsport expertise with Specialized Gravity’s cycling innovation to push braking performance to new limits. This partnership is the result of shared values such as technology drive, excellence, and passion for high-level competitions. Brembo introduced a new braking system featuring an axial brake master cylinder with triple lever adjustment, four-piston calipers, braided steel hoses, and optimized rotors for extreme conditions. This strategic move aims to redefine braking standards in gravity racing and extend Brembo’s leadership into new two-wheel segments.
Brembo introduced brake calipers made from 100% recycled aluminum, reducing CO₂ emissions across the entire lifecycle of the caliper by 70% compared to conventional alloys. This innovation follows five years of research aimed at improving sustainability without compromising performance and design, highlighting Brembo’s commitment to upcycling and environmental responsibility.
Brembo announced its investment in Hydrospark, a start-up launched by Petroceramics focused on hydrogen production and storage technologies. The agreement entails an investment up to €1 million. The core innovation is a modular, scalable platform using proprietary ceramic materials to produce solid oxide cells with higher energy density and lower costs. These cells generate electricity and heat from hydrogen with zero emissions and can convert renewable energy into hydrogen, supporting industrial and mobility decarbonization. Hydrospark aims to build a sustainable hydrogen supply chain, focusing on research, scalability, and environmental responsibility.
At EICMA, Brembo unveiled TrackTribe, a digital system designed specifically for those passionate about track riding. This solution enables users to monitor and analyze their riding sessions and connect with a community of riders. TrackTribe makes professional-grade analysis tools accessible to amateurs, promoting performance improvement through a dedicated control unit and sensors mounted on the motorcycle that transfer data to the App.
Brembo was recognized by the global non-profit CDP for its ongoing commitment to environmental sustainability. The Company achieved a double “A” — the highest score — in both the Climate Change and Water Security categories, based on the data included in its latest Annual Report. This improvement compared to the previous year reconfirms the Company’s continued efforts to address some of the most critical global environmental challenges.
2025 Brembo Annual Report 12
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
2.2 Research and Development
BRAKE DISCS FOR CARS AND COMMERCIAL VEHICLES
For years, Brembo has been committed to developing innovative technologies to reduce particulate emissions generated by braking systems.In 2025, the new GREENTELL set was launched, which includes a next-generation brake disc and pads designed to ensure higher performance, corrosion resistance, and, above all, a significant reduction in particulate emissions. The versatility of this set makes it suitable for all types of vehicle: from NEVs (New Energy Vehicles) to combustion engines, from premium cars to light commercial vehicles. The core of the innovation lies in the implementation of a coating applied using the Laser Metal Deposition (LMD) technology. Combined with specifically developed pads, this solution increases the durability and resistance of the disc, allowing for a reduction in surface wear of up to 80% and a decrease in PM10 particulate emissions of up to 90% compared to standard uncoated cast iron discs. With this innovation, Brembo continues to be at the forefront of technological innovation, helping to improve vehicle performance and promote a more sustainable future. During 2025, the application developments of this solution with major European market players reached their final stage, as did the industrialization process at Brembo plants, which involves highly automated production lines with high quality standards. Considerable attention was also paid to the Far East markets, particularly China, where, inspired by the new Euro 7 regulation, assessments were in progress to introduce similar regulations aimed at reducing brake particulate emissions. Furthermore, there is growing interest in these regions for lightweight disc solutions, which can help to offset the average increase in vehicle weight due to the rapid spread of electric and hybrid cars. Discussions are currently underway with both Brembo’s traditional customers and newcomers to the market.
MOTORcycle
The development of new products continued in line with the product roadmap. Over the next 12 months, product validation will be completed for two new front fixed calipers — for Adventure and Sport/Naked mid-displacement vehicles — along with the corresponding radial master cylinders. Additionally, within the same timeframe, development will continue of “modular” calipers for 4-wheel recreational applications. The goal for both product families is to increase Brembo’s presence in these markets. In terms of methodology, digital projects aimed at reducing the design time for key Motorcycle products, while improving data quality. Specifically, as regards the automation of design processes for the main motorcycle products, the first versions of floating calipers and fixed discs were released, whereas automation projects for brake systems and master cylinders are currently under development. Activities also continued for the development of sustainable alloys with recycled content.
RACING
2026 will be quite an important year as the new Formula 1 regulation will be introduced, allowing for significant changes in the powertrain, which will rely more on electric energy than today. This modification will also affect brake systems, as already seen in the past. Technical development had already started in 2024 to enable simulations, design and preliminary validation of complete F1 brake systems. Every brake system component — calipers, brake rotors and pads, brake carriers, brake master cylinders and brake-by-wire solutions — will be new compared to 2025. Carbon-carbon rotors will be different mainly in terms of dimension and cooling system compared to 2025. A new caliper concept will be introduced by an important customer, as soon as the first race of the season. This caliper features an innovative fixing design, which allows to accommodate four pads in the caliper body, ensuring higher brake performance and controllability. A second new caliper concept, able to record brake torque data, along with the related small Electronic Control Unit, is under development and has been already tested on the dyno machine. Some teams will test the solution during the 2026 race season. In addition, a new brake-by-wire concept, which uses the hydraulic system and the control valves available in an F1 car, will be introduced at a new customer.
Moving to the WEC championship, it is important to remark that Brembo will have more customers using its carbon material in 2026: at least three new important customers will race this important world championship equipped with Brembo’s carbon brake system, in addition to the Company’s consolidated customers. Brembo has never stopped to develop carbon-carbon brake materials and, in second half of 2026, it will test new rotors and pads that, in case of positive results, will be proposed to some customers looking forward to their race application in 2027, or later in 2028. The Company also continued to refine its carbon-ceramic brake system. Worth of mention in 2025 was a milestone application onboard of a new high performance road car, with a CCMR-L brake system that proved to be very appreciated by customers. In 2026, Brembo will develop more CCMR-L applications together with its customers. Carbon-ceramic materials were further developed also in the motorcycle sector with the on-track testing and approval of a new material.
Motorcycle and vehicle dynamics understanding is crucial for this business unit, as Brembo believes that it can develop new products and better understand today’s brake systems only if it is able to further increase its expertise in this important area. Brembo’s latest motorcycle product is TrackTribe, presented at EICMA: it is a clear example of how expertise in vehicle dynamics and brakes can translate into a fully- fledged digital product that people can use to keep track of their improvements on the track, either individually or within a community of passionate riders. The TrackTribe digital product can be further developed by increasing the amount of information provided to customers and by enabling also the integration of data and emotions related to suspensions and dampers.
Brembo successfully provided electrohydraulic brake-by-wire systems to Formula E customers and to an important WEC customer, as it has been doing since 2022.
Brembo 2025 Brembo Annual Report 13 Index
| | |
| :--- | :--- |
| Letter from the Executive Chairman | 1. |
| Vision and Mission | 2. |
| Corporate Highlights | 3. |
| Directors’ Report | 4. |
| Sustainability Statement | 5. |
| Corporate Governance | |
| Financial Statements | |
is the sole supplier of this component for the fourth- generation Formula E single-seaters and for a top team competing in the WEC. Developed by the Performance GBU, the brake-by-wire systems include an electronic control unit with a control software developed by Brembo, a hydraulic actuator driven by an electric motor, a safety device that connects the braking system directly to the driver, and a series of sensors required to set control strategies and monitor their functionality over time. Brembo is already working on a new brake-by-wire system concept to be introduced in Formula E as of 2027. Technical development has already started with an important customer. A better understanding of vehicle dynamics and the development of expertise in controlled electronic systems are Brembo’s goals for the new generation of products under development, namely smart systems and products with built-in control unit features that will be introduced starting with the new F1 championship in 2026 and, after 2027, in MotoGP and other sports applications. These products will be developed taking into account the simulation methodologies already mastered, such as CFD calculation and mechanical and thermal calculations of the complete braking system, as well as the product validation methodologies that have been evolving in recent years. More importance will be attached to the value of the data collected directly from Brembo’s test benches and from the cars that fit its brakes. The analysis of data to understand physical phenomena will be integrated with new analyses that will also use AI, with the aim of improving the final product. New competencies, virtual and smart sensing, machine learning, and the strong scientific contribution by Milan Polytechnic and other research centers will form the basis for further developments over the next five years.
FRICTION
In 2025, FrictionLab reaffirmed its commitment to developing conventional customer-oriented friction materials while advancing high-performance solutions for racing and high-performance vehicles. Its well-established expertise in friction materials is combined with that of its subsidiary BSCCB (Brembo SGL Carbon Ceramic Brakes) to design brake pads for carbon-ceramic discs. With the upcoming Euro 7 standards set to impose stricter limits on vehicle emissions, FrictionLab is working closely with multiple business units to analyze and optimize emissions, focusing on both their quantity and quality. This proactive collaboration ensures compliance while driving innovation in friction materials to meet evolving regulatory and sustainability requirements. Together with various business units, FrictionLab investigated the potential influence of process and component parameters on PM10 emissions. As the automotive industry is moving towards sustainability, FrictionLab has invested significant resources in developing brake pads for hybrid and electric vehicles. These applications demand materials that combine high performance with environmental responsibility, paying special attention to corrosion, aesthetics and the reduction of PM10 emissions. This evolution also requires increasingly innovative discs such as GREENTELL, which in turn needs tailored brake pad formulations. Progress is driven by close partnerships with leading global manufacturers, supported by advanced internal testing, a state-of-the-art laboratory, and ongoing collaborations with universities. In line with its growing commitment to sustainability, in 2025 FrictionLab continued to map the environmental impact of Brembo’s friction materials.This activity, carried out in collaboration with the Environment & Energy area through life cycle assessments, aims to identify the major contributors to environmental impacts and to design sustainable alternatives. To achieve this, FrictionLab implemented a systematic data collection approach both internally, through dedicated guidelines, and externally, via questionnaires for suppliers. The initiative delivered promising results: leveraging these insights, FrictionLab successfully eco-designed a new formulation incorporating recycled and low-impact raw materials, significantly reducing the overall environmental footprint of a brake pad, while maintaining high performance standards.
Following the current digital trends, FrictionLab collaborated with Brembo Solutions (Transformation GCF) to create Alchemix, an AI-powered recipe formulator. This tool enables the analysis of large datasets, the identification of hidden patterns, and the proposal of new formulations based on specific requirements. Additionally, it will serve as a centralized data repository for managing and storing all information related to previous formulations, while also being capable of generating new ones according to defined criteria. These features will reduce development time and costs, allowing for shorter trial-and-error iterations, and ultimately leading to a significant reduction in time-to-market, thus providing Brembo with a considerable competitive advantage in developing more suitable materials. In 2025, FrictionLab conducted some activities to improve the tool’s underlying predictive models.
Brembo’s commitment to maintaining and expanding its leadership in brake pads also extends to the aftermarket sector. BRGP, a joint venture between Brembo and Gold Phoenix, is Brembo’s first production site entirely dedicated to large-scale brake pad manufacturing. In this context, FrictionLab continues to play a crucial role in transferring the expertise gained over the years. In 2025, the collaboration between FrictionLab and BRGP’s R&D grew increasingly significant, following the establishment of the joint venture’s R&D area in the previous year. At the same time, brake pad production volumes rose sharply, enhancing Brembo’s ability to meet rising market demand.
Brembo forged ahead with its strong collaboration with SBS, part of the Brembo Group and specializing in the development and production of brake pads made from sintered and organic materials for the motorcycle and bike sectors. This partnership focuses on developing new sintering processes to reduce manufacturing lead time and potentially improve the environmental impact of brake pad production. The activities carried out in 2025 showed promising results, with the first prototypes expected to be delivered and tested in 2026.
2025 Brembo Annual Report 14
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
CAR AND COMMERCIAL VEHICLE SYSTEMS
As regards the Car and Commercial Vehicle Systems area, the projects managed in 2025 mainly focused on “low emissions”, “high performance” and “best driving experience”. The “low emissions” guideline — aimed at contributing to reducing the vehicle consumption, and consequently the emissions of $\text{CO}_2$ and fine particulates from the braking system, according to the Euro 7 regulation — sees Brembo using methodologies aimed at minimizing the mass of calipers and the evolution of its solutions for lowering residual torque.
With regard to performance improvement in terms of products and processes, a new casting layout for fixed calipers is currently being developed in collaboration with the Industrial Operations GCF staff. To ensure the “best driving experience”, Brembo is developing a solution to increase the robustness of brake calipers and prevent clang, a kind of noise that could happen during the off-on transition of the brake. The solution under development could be able not only to avoid this issue, but also to reduce the bill of materials of caliper brakes and their cost.
With reference to the product portfolio, Brembo has defined a new fixed caliper with two pistons for the front axle, designed to meet the needs of the C-market segment without compromising the performance and high standard quality of its products. To develop this new product, Brembo applied all its expertise and also three new patented ideas — two about components, and one about the machining process.
Digitalization and virtualization are two streams under continuous evolution. Particularly in the case of digitalization, AI tools are increasingly used to speed up both functional and structural simulations. In line with the Company’s vision, the promotion of Sensify™, the innovative brake system that integrates artificial intelligence, software and sensors, continued at numerous customers, leveraging both virtual and physical demonstration activities. Sensify™ is expected to be launched in production for passenger cars in 2026 within clearly defined regions, although demand and interest are rapidly growing globally. Development activities for the Light Commercial Vehicle segment also continued with the EU-funded project.
INNOVATION
The 2025 innovation activities were marked by several actions aimed at increasing the efficiency of R&D projects, including actions to lower the environmental impacts and effects of global activities and products. A specific activity referred to the EU-funded EMPOWER project and saw Brembo participating in the LCA of a brake-by-wire system for heavy-duty applications. The use of brake-by-wire systems will contribute to lowering the mass of the whole vehicle and the energy needed in operation. Brake-by-wire systems can contribute to reducing the compressed air demand (currently also used for brake system activation), and thus the size of the air compressor and its use onboard.
In 2025, Brembo also prepared the launch of a new project aimed to coordinate the application of a brake-by-wire system to passenger cars, with a view to enhancing the dynamic vehicle behavior. This optimization will contribute to a more accurate brake system use and control and, at the same time, will allow tires to work under better conditions, also thanks to the partnership with Michelin. These effects may contribute to reducing the wear-and- tear of pads and tires, and thus the particulate emissions of brakes and tires.
Brembo also reframed its vehicle software control project to be able to increasingly use virtual validation and limit real vehicle tests and validations to the final phases. This reframing will reduce the amount of materials used and the number of vehicles built and of on-track tests.
DATA SCIENCE & AI
The Global Data Science & AI team forged ahead with its growth path on the basis of the expertise gained in the previous five years. This process takes the form of a constant expansion of the resources dedicated to achieving the Company’s digital transformation through AI application. In particular, the current historical phase focuses on combining professionals and technologies dedicated to software quality and on commissioning complex software applications in an automated way.
In addition to the HQ in Italy, the area currently has an operating unit in the two Brembo Inspiration Labs — the Group’s Centers of Excellence — located in Silicon Valley, California, and in Shanghai, and is focused on the on-site collection and analysis of new AI technologies to feed all Brembo innovation processes. The mission of the Brembo Inspiration Labs is part of the digital transformation plan: they operate as coordinated cells, stemming from the combined contribution of AI and Data Science, Advanced Product Technologies (in collaboration with the R&D GCF), Process Technologies and Business Development. The team is tasked with researching and executing rapid proofs of concept of new technologies enabling smart mobility, smart products and smart processes, in both infrastructure and in the cloud.
The global team carries out the following activities:
* Gathering, analysis and enrichment of big data and good data from various sources, also through “virtual sensoring”.
* Development of inferential and predictive models.
* Industrial AI application, with particular focus on product quality.
* Digital automation techniques of office and production processes.
* Development of software applications that implement the algorithms and solutions.
* Development of apps for mobile devices (smartphones) and the related APIs (application programming interfaces).
* Construction of a portfolio of patents reflecting a certified expertise.
* Fostering adoption and democratization of AI agents, like Copilot, throughout the organization in a structured and compliant manner.
All solutions developed in this context with a strong continuous improvement approach are validated by Brembo’s business and subsequently become part of the Brembo Solutions portfolio, so that they can be offered to the external market in accordance with the Group’s mission to become a Solution Provider.
2025 Brembo Annual Report 15
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Acting as a center of expertise for all GBUs and GCFs, the team operates within a multidisciplinary ecosystem that brings together the skills of Data Scientists, Big Data Engineers, Domain Experts and Project Managers, and is developed and continuously renewed thanks to an intense internal training program for the dissemination of the Brembo Data Culture.
ALCHEMIX is a cutting-edge SaaS platform designed by Brembo Solutions and leveraging Microsoft Azure OpenAI to revolutionize the way companies develop and optimize formulations, compounds, and blends.Traditional formulation processes often involve lengthy trial-and- error cycles, high costs, and significant resource allocation. ALCHEMIX addresses these challenges by leveraging advanced AI and data-driven algorithms to transform formulation development into a fast, efficient, and highly predictive process. At its core, ALCHEMIX integrates three synergistic AI modules: Generate: creates innovative recipes by exploring vast combinatorial possibilities, guided by historical data and user-defined constraints. Predict: evaluates the expected performance of each formulation, using predictive models to anticipate physical, chemical, and functional properties before any physical testing occurs. Validate: confirms feasibility by simulating production conditions and compliance requirements, ensuring that proposed solutions are practical and scalable. This end-to-end digital workflow enables organizations to virtualize experimentation, reducing dependency on costly laboratory trials and accelerating time-to-market. By converting tacit knowledge into structured, actionable insights, ALCHEMIX empowers R&D teams to innovate with confidence and agility.
Key Benefits:
* Process Robustness: minimize variability and ensure consistent quality across formulations.
* Cost Optimization: reduce material waste and testing expenses through virtual simulations.
* Supply Chain Resilience: quickly adapt recipes to raw material availability or regulatory changes.
* Regulatory Compliance: integrate compliance checks into the design phase to avoid costly redesigns.
* Market Innovation: unlock new product opportunities by exploring unconventional combinations.
Industries Served: while initially developed for metallurgy and friction materials, ALCHEMIX extends its capabilities to food & beverage, cosmetics, pharmaceuticals, chemicals, and fertilizers, making it a versatile solution for any sector where formulation is critical.
Technology Highlights:
* Secure cloud-based architecture built on Microsoft Azure, ensuring scalability and data protection.
* Advanced authentication and role-based access control for enterprise-grade security.
* Predictive analytics and document search modules for comprehensive data utilization.
* Tools for recipe comparison, constraint management, and integration with existing ERP or PLM systems.
In essence, ALCHEMIX is not just a software tool, it is a strategic enabler for digital transformation in formulation development. By combining AI-driven intelligence with robust technological infrastructure, it helps organizations innovate faster, reduce operational risks, and maintain a competitive edge in dynamic markets. As of October, ALCHEMIX is available on Microsoft’s marketplace.
LABORATORIES
Vera
The Project aims at developing, optimizing and offering innovative tailpipe and brake retrofit solutions to reliably and affordably reduce both exhaust and non- exhaust emissions from road and rail vehicles with high mileages within urban areas (taxis, delivery vans, buses, underground trains). System adaptability will be ensured by a central development methodology for all the retrofit systems, allowing fast and accurate optimization according to the requirements of each application, while maintaining costs in line with those of the original equipment standards and retaining a good technical performance. In addition, both the environmental and health impacts of the proposed retrofit solutions will be analyzed, while possible incentive and regulatory schemes for retrofitting will be considered in the scenarios of the cost-benefit analysis.
To date, Brembo has already developed two different categories of brake retrofit solutions to match the project requirements, respectively involving the coupling of: i) low-wear brake discs and low- emission friction materials; and ii) coated brake discs and Low-Met brake pads. For each category, four friction pairs were designed, manufactured and tested. The best performing friction pair in each category was selected for third-party validation through both bench and road tests. The external validation certified an outstanding reduction in PM10 emissions for both selected retrofit solutions, ranging from -70% to -85% in respect to the reference original equipment pair depending on the different driving (braking) conditions and the target vehicle considered. It should be noted that these results were achieved while retaining a good braking performance and comfort and without worsening the environmental impact of the components and the corresponding emissions.
Eco-sustainable ingredients for brake pads
The project focuses on designing environmentally friendly materials for automotive brake pads, aiming to reduce the ecological impact of conventional friction materials. The study is in collaboration with the University of Trento and involves selecting renewable or recycled raw materials, optimizing formulations to guarantee performance under all braking conditions, and ensuring compliance with safety and durability standards. Comprehensive characterization techniques — such as wear resistance tests, friction coefficient and particulate emissions measurements — are employed to evaluate the tribological properties of the developed compounds. The ultimate goal is to achieve a balance between sustainability, cost-effectiveness, and functional reliability in brake pads.
PRODUCT DEVELOPMENT METHODOLOGIES
The digitalization of the Brembo product life cycle is addressed by the Product Development Methodologies area, which provides the Global Business Units (GBUs) and the Global Central Functions (GCFs) with methodological and operational support in managing data and project flows.
2025 Brembo Annual Report 16
| Index | |
|---|---|
| 1. | Letter from the Executive Chairman |
| 2. | Vision and Mission |
| 3. | Corporate Highlights |
| 4. | Directors’ Report |
| 5. | Sustainability Statement |
| Corporate Governance | |
| Financial Statements |
The Product Development Methodologies area supports and guides the GBUs/GCFs in the adoption of Product Lifecycle Management (PLM) in all product development phases, aiming to uniquely and indissolubly correlate data from different departments (Digital Threads), ensuring its traceability and its secure distribution to all internal stakeholders. Among the PLM developments completed in 2025, Change Management is of particular importance and scope: a digitized solution to manage changes that emerge during the product development process.
To support technical product development, the Simulation Methodologies team tackled several complex projects in 2025 that required advanced skills in simulation, modelling and optimization. In particular, the simulation of the forming process of the BSCCB disc bells was conducted, including all the main phases: molding, deburring, heat treatment and machining. At the same time, an additive printing process for brake calipers was developed with the same simulation software to ensure product quality and reliability. Another area of intervention concerned the thermal and structural simulations of complete SPM (Smart Power Module) assemblies, including plastic components, control units for electric motors and connectors, with the aim of validating the thermal and mechanical behavior under operating conditions. On the fluid dynamics side, the design and CFD optimization of the test bench for measuring brake particulate emissions of trucks was carried out. In parallel, another challenging activity was the CFD and thermal analyses on three different braking systems, which required the development of a specific methodology for predicting the heat exchange between the braking system and the external environment to ensure increasingly reliable results. In addition, discrete event modeling of a part of the SBS plant was implemented, with the aim of analyzing and improving the efficiency of production flows. Support for digitizing the GBU design processes is also guaranteed through the development of CAD automation methodologies, especially in the automatic drafting of 2D tables of complex components with dimensioning, significantly reducing the time required by these activities, which until now have been carried out manually.
2025 Brembo Annual Report 17
| Index | |
|---|---|
| 1. | Letter from the Executive Chairman |
| 2. | Vision and Mission |
| 3. | Corporate Highlights |
| 4. | Directors’ Report |
| 5. | Sustainability Statement |
| Corporate Governance | |
| Financial Statements |
Innovation ahead of the curve.
2.3.1 Plans for the buy-back of own shares
The General Shareholders’ Meeting held on 29 April 2025 approved a new plan for the buy-back of own shares with the following objectives: undertaking any investments, directly or through intermediaries, including aimed at containing abnormal movements in stock prices, stabilizing 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 methods; 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 10,000,000 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%.The authorization 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 €180,000,000, which is adequately covered by the available net reserves recognized in the balance sheet. In the year, Brembo bought back 757,490 ordinary own shares (€6,532 thousand), which, together with the 15,051,860 ordinary own shares already held, brought total ordinary own shares at 15,809,350.
2.3.2 Information About the Brembo N.V. Dividend Proposal
To conclude the description of the performance of the Brembo Group for the year ended 31 December 2025, based also on the examination of our Report concerning the Consolidated Financial Statements of the Brembo Group and the separate Financial Statements of Brembo N.V., in which we outlined the guidelines and operations, we submit for the Shareholders’ approval our proposal for distributing Brembo N.V.’s net income amounting to €102,634,286.87, as follows:
* to the Shareholders, a gross ordinary dividend of €0.30 per ordinary share outstanding, excluding own shares (payment as of 20 May 2026, ex-coupon date 18 May 2026, and record date 19 May 2026);
* the remaining amount carried forward.
2.3.3 Brembo N.V. stock performance
Brembo’s stock closed 2025 at €9.42, up 3.5% compared to year-start, reaching its low for the period on 9 April (€7.18) and its high on 17 March (€10.20). The Bloomberg European Automotive Components Index (BBG EMEA Auto Parts Index) recorded a rise of 22.5%, and the FTSE MIB index rose by 31.5%. An overview of stock performance of Brembo N.V. is given below, compared with that of the previous year:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Issued share capital (euro) | 8,821,963 | 7,007,202 |
| No. of ordinary shares | 333,922,250 | 333,922,250 |
| Equity (excluding net income for the period) (euro) | 846,453,024 | 806,820,586 |
| Net income for the period (euro) | 102,634,287 | 163,751,872 |
| Trading price (euro) | ||
| Low | 7.18 | 8.59 |
| High | 10.20 | 12.37 |
| Period-end | 9.42 | 9.09 |
| Market capitalization (euro million) | ||
| Low | 2,398 | 2,868 |
| High | 3,406 | 4,131 |
| Period-end | 3,146 | 3,035 |
| Gross dividend per share | 0.30 (*) | 0.30 (*) |
(*) To be approved by the Shareholders’ Meeting convened on 29 April 2026.
Further information and updates regarding stock performance and recent corporate information are provided at Investors | Brembo Corporate website .
2.3 Investor Information 2025 Brembo Annual Report 19
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
2.4.1 Macroeconomic scenario
Global overview
According to the most recent estimates from Oxford Economics (January 2026), global GDP growth has been predicted to reach 2.9% in 2025, up from 2.4% in 2024, indicating that the global economy continues to follow a path of stable but moderate expansion. Inflation in major advanced economies is expected to remain close to central bank targets, allowing modest rate cuts, though caution remains, due to tight labor markets and persistent service- sector inflation. At the same time, heightened global uncertainty continues to shape the macroeconomic environment. Trade policy has been a major source of volatility, with 2025 marked by an escalation of US tariffs starting in April. While some tariffs were reduced during the year, substantial US duties remain in place, prompting a reconfiguration of global supply chains. Geopolitical risks have also remained elevated. In addition to ongoing conflicts in the Middle East and the Russia-Ukraine war, new areas of instability have emerged, often linked to actions or statements by the US administration. These include developments surrounding US involvement in Venezuela and Iran, as well as diplomatic tensions related to Greenland. In parallel, other sensitive geopolitical situations remain unresolved and warrant close monitoring, most notably China’s strategic interest in Taiwan. Meanwhile, strategic commodities, especially critical raw materials and rare earths, are becoming an increasingly significant source of geopolitical and supply-chain risks. Despite these challenges, Oxford Economics expects geopolitical risks to persist without fundamentally derailing the global growth outlook. Global GDP growth is forecast at 2.8% in 2026, consistent with the current trajectory of steady, moderate expansion. Instead, other sources of uncertainty are expected to play a more decisive role in shaping the economic outlook, particularly the durability of the AI-driven investment cycle and the evolution of fiscal policies across major economies.
The Eurozone closed 2025 with a 1.4% GDP growth, up from 0.9% in 2024, however this uptrend is forecast to slow to 1.0% in 2026 due to weak global trade and rising competition from China. Inflation eased to the ECB’s 2.0% target in December 2025, and rates are expected to remain on hold as price pressures moderate, though risks of renewed inflation persist. The external environment is challenging. The EU’s share of global exports fell below 14% in 2025 and is projected to decline further, pressured by Chinese competition and US tariffs. Fiscal risks remain significant, as some countries may spend more or collect less than budgeted, creating uncertainty and potentially limiting governments’ policy flexibility. Meanwhile, although AI adoption is progressing across Europe, the region is largely missing out on investment opportunities.
In the United States, GDP growth is projected at 2.2% in 2025, down from 2.8% in 2024, before rebounding to 2.8% in 2026, supported by the assumption of an ongoing AI-driven investment boom. However, the risk of a downturn in the AI cycle remains a key source of uncertainty that could weigh on growth. Inflation is believed to have peaked and is forecast to ease toward the 2% target in 2026. In this context, the Federal Reserve is expected to implement two policy rate cuts in the year, gradually moving monetary policy toward a less restrictive stance. The United States also remains at the center of global trade and geopolitical tensions, in line with the broader geopolitical landscape described at the international level. In addition, the upcoming renegotiation of the USMCA agreement represents a key risk for North American trade relations and could have significant implications for regional supply chains and trade flows.
In China, GDP growth declined to 4.8% in 2025, down from 5.0% in 2024, and is forecast to moderate further to 4.5% in 2026, reflecting weaker momentum in household consumption and continued stress in the property sector. Economic policy continues to prioritize supply- side expansion over aggressive demand-side stimulus. However, this supply-side expansion has contributed to excess capacity and declining unit prices, with China’s price competitiveness reinforced by significant financial support and subsidies. Inflationary pressures remain subdued, with consumer price inflation expected to remain positive yet weak, averaging below 1% in 2026. China is expected to remain highly competitive internationally. Elevated production capacity, low-cost structures, and a broadly stable renminbi should continue to support export, particularly toward non-US markets.
2.4.2 Group activities and reference market
Brembo is the world leader and acknowledged innovator in the development of braking solutions for automotive vehicles. It currently operates in 18 countries on 4 continents, through its production and business sites, and employs over 16,000 people worldwide. Brembo’s reference market is represented by the most important manufacturers of cars, motorcycles, commercial vehicles and racing cars and motorcycles. Constant focus on innovation, as well as technological and process development — factors that have always been fundamental to Brembo’s philosophy — have earned the Group a strong international leadership position in the research, design and production of high performance braking systems for a wide range of road and racing vehicles.
Brembo operates in both the original equipment market and the aftermarket. Brembo’s range of products for car and commercial vehicle applications includes brake discs, brake calipers, the side-wheel module and, increasingly often, the complete braking system, including integrated engineering services. All of these back the development of new models produced by vehicle manufacturers. In addition to brake discs and brake calipers, motorcycle manufacturers are also offered brake master cylinders, light-alloy wheels, brake hoses and complete braking systems. In the car aftermarket, Brembo offers in particular brake discs, in addition to pads, drums, brake shoes, drum-brake kits and hydraulic components. Following the acquisition of a 100% stake in Öhlins, Brembo has expanded its product range, adding high- performance suspension technology for motorcycles and cars.
Global production of passenger cars and light commercial vehicles up to 6 tons increased by 4% in 2025 compared to 2024, reaching 92.9 million units. However, growth remained uneven across regions and was largely driven by China (+10%), while North America (-1%) and Europe (-1%) continued to lag. The automotive industry operated in a highly dynamic and complex environment. Trade tensions and tariffs remained a major source of volatility in 2025. A new global trade framework gradually emerged, with negotiations with the United States leading to revized tariffs and specific agreements. This provided a more structured trade environment than that based on the US tariffs introduced starting on 2 April. While tariffs weighed on demand in some regions, carmakers mitigated
2.4 Group Financial Review 2025 Brembo Annual Report 20
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statementstheir impact through product mix optimization and the implementation of price adjustments across markets. Regulatory developments also played a significant role. In the US, the removal of emissions fines and mandatory regulatory carbon credit purchases released financial resources that OEMs could use to offset inflationary pressures. In Europe, new regulatory “flexibilities” helped manufacturers manage compliance with $\text{CO}_2$ targets, easing short-term production and investment pressures. In addition, electrification continued to reshape the industry in all regions, with global BEV sales steadily growing and China leading the way. However, adjustments to subsidy schemes, limited charging infrastructure, and ongoing affordability concerns led several carmakers to reassess their timelines and investment priorities, highlighting the complex and transitional nature of the shift toward electrified mobility.
At regional level, the European automotive market closed 2025 with a 1% decline compared to 2024. After a weak first half of the year (-3%), production recovered modestly in the second half, posting a +1% growth. US tariffs remained a major source of uncertainty, alongside subdued real GDP growth and persistent consumer caution, particularly regarding the transition to electric vehicles. Rising imports from mainland China further pressured domestic production. In 2026, light vehicle production is expected to remain flat. In North America, light vehicle production recorded a 1% decline in 2025, mostly concentrated in the first half of the year, amid elevated trade uncertainty. Exemptions for USMCA-compliant parts, cost offsets from recent US budget legislation, and other tariff mitigation measures helped carmakers manage inflationary pressures and sustain consumer demand. Looking to 2026, US light vehicle production is projected to decline by 2%, primarily due to ongoing affordability challenges and the pass-through of higher tariff-related costs to consumers. In China, vehicle production saw a sharp 10% increase in 2025, driven by government stimulus measures, rising NEV penetration, and intense price competition. However, some of the positive drivers that boosted volumes in 2025 are expected to ease in the first half of 2026. As a result, China’s light vehicle production is projected to decline by 1% in 2026. As regards medium and heavy commercial vehicles (trucks and buses over 6 tons), following a sharp contraction in 2024, worldwide production further increased by 4% in 2025. Brembo’s core market, Europe, saw a steeper contraction of 6%, with Eastern Europe hardly hit, while Central and Western Europe performed in line with the global market.
From a registration standpoint, global passenger car sales grew by 1% in 2025 compared to 2024. At regional level, Europe recorded a 2% increase, North America declined by 6%, and China remained broadly flat. In the commercial vehicle segment, worldwide registrations rose by 4% in 2025, primarily driven by growth in North America (+5%) and China (+6%). By contrast, Europe recorded a sharp contraction of 9%.
In the motorcycle industry (two and three-wheelers above 50cc), European registrations declined by 9% through November 2025, with motorcycles above 500cc underperforming and falling by 12% over the same period. In the United States, overall registrations — including also ATVs (All-Terrain Vehicles) — decreased by 7% in 2025, with motorcycle registrations in particular down 8%. By contrast, the Indian market grew by 3% through November 2025 and registrations in the Japanese market rose by 10% in 2025 compared to 2024.
With regard to the aftermarket, global UIO (units in operation) are forecast to reach 1.7 billion in 2025, increasing by 2% compared to 2024. All regions are expected to show positive UIO growth compared to 2024: Europe (+2%), China (+5%), North America (+1%), South America (+1%), South Asia (+4%), Japan/Korea (+0.5%), and Middle East/Africa (+2%).
In 2025, Brembo’s consolidated revenue from contracts with customers amounted to € 3,702,699 thousand, down compared to € 3,840,643 thousand in 2024.
Sources of LV and M&H production and sales data: third-party S&P Global Mobility and Brembo in-house marketing analyses. Sources of motorcycles data: third-party entities and Brembo in-house marketing analyses.
2025 Brembo Annual Report 21
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
The following tables show revenue from contracts with customers at 31 December 2025, broken down by geographical area and application.
Geographical area (euro thousand)
| 31.12.2025 | % | 31.12.2024 | % | Change | % | |
|---|---|---|---|---|---|---|
| Italy | 365,101 | 9.9% | 350,721 | 9.1% | 14,380 | 4.1% |
| Germany | 742,510 | 20.1% | 768,385 | 20.0% | (25,875) | -3.4% |
| France | 112,069 | 3.0% | 101,003 | 2.6% | 11,066 | 11.0% |
| United Kingdom | 215,768 | 5.8% | 207,021 | 5.4% | 8,747 | 4.2% |
| Other European countries | 373,828 | 10.1% | 444,710 | 11.7% | (70,882) | -15.9% |
| India | 154,988 | 4.2% | 155,032 | 4.0% | (44) | 0.0% |
| China | 527,227 | 14.2% | 585,421 | 15.2% | (58,194) | -9.9% |
| Japan | 62,744 | 1.7% | 35,688 | 0.9% | 27,056 | 75.8% |
| Other Asian Countries | 91,996 | 2.5% | 58,208 | 1.5% | 33,788 | 58.0% |
| South America (Argentina and Brazil) | 86,583 | 2.3% | 79,573 | 2.1% | 7,010 | 8.8% |
| North America (USA, Mexico & Canada) | 932,456 | 25.2% | 1,021,208 | 26.6% | (88,752) | -8.7% |
| Other Countries | 37,429 | 1.0% | 33,673 | 0.9% | 3,756 | 11.2% |
| Total | 3,702,699 | 100.0% | 3,840,643 | 100.0% | (137,944) | -3.6% |
Following an in-depth analysis, data at 31 December 2024 have been restated.
Application (euro thousand)
| 31.12.2025 | % | 31.12.2024 | % | Change | % | |
|---|---|---|---|---|---|---|
| Passenger car | 2,719,626 | 73.5% | 2,869,675 | 74.7% | (150,049) | -5.2% |
| Motorcycle | 410,494 | 11.1% | 459,015 | 12.0% | (48,521) | -10.6% |
| Commercial Vehicle | 297,267 | 8.0% | 331,980 | 8.6% | (34,713) | -10.5% |
| Racing | 274,475 | 7.4% | 179,473 | 4.7% | 95,002 | 52.9% |
| Miscellaneous | 837 | 0.0% | 500 | 0.0% | 337 | 67.4% |
| Total | 3,702,699 | 100.0% | 3,840,643 | 100.0% | (137,944) | -3.6% |
| Breakdown by Geographical Area (%) | Breakdown by Application (%) |
|---|---|
| 2025 Brembo Annual Report 22 | Index |
| Letter from the Executive Chairman | Vision and Mission |
| Corporate Highlights | Directors’ Report |
| Sustainability Statement | Corporate Governance |
| Financial Statements | |
| 1. 2. 3. 4. 5. |
2.4.3 Brembo’s Consolidated Result
Reclassified Statement of Income (euro thousand)
| 31.12.2025 | 31.12.2024 | Change | % | |
|---|---|---|---|---|
| Revenue from contracts with customers | 3,702,699 | 3,840,643 | (137,944) | -3.6% |
| Cost of sales, operating costs and other net charges/income (*) | (2,332,781) | (2,466,293) | 133,512 | -5.4% |
| Income (expense) from non-financial investments | 8,933 | 16,253 | (7,320) | -45.0% |
| Personnel expenses | (766,724) | (729,547) | (37,177) | 5.1% |
| GROSS OPERATING INCOME | 612,127 | 661,056 | (48,929) | -7.4% |
| % of revenue from contracts with customers | 16.5% | 17.2% | ||
| Depreciation, amortization and impairment losses | (275,675) | (267,723) | (7,952) | 3.0% |
| NET OPERATING INCOME | 336,452 | 393,333 | (56,881) | -14.5% |
| % of revenue from contracts with customers | 9.1% | 10.2% | ||
| Net interest income (expense) and Interest income (expense) from investments | (40,844) | (27,442) | (13,402) | 48.8% |
| RESULT BEFORE TAXES | 295,608 | 365,891 | (70,283) | -19.2% |
| % of revenue from contracts with customers | 8.0% | 9.5% | ||
| Taxes | (81,514) | (99,570) | 18,056 | -18.1% |
| RESULT BEFORE MINORITY INTERESTS | 214,094 | 266,321 | (52,227) | -19.6% |
| % of revenue from contracts with customers | 5.8% | 6.9% | ||
| Minority interests | (4,758) | (3,718) | (1,040) | 28.0% |
| GROUP NET RESULT | 209,336 | 262,603 | (53,267) | -20.3% |
| % of revenue from contracts with customers | 5.7% | 6.8% | ||
| BASIC/DILUTED EARNINGS PER SHARE (euro) | 0.66 | 0.82 |
(*) The item is obtained by adding the following items of the Consolidated Statement of Income: “Other revenues and income”, “Costs for capitalized internal works”, “Raw materials, consumables and goods” and “Other operating costs”
Brembo’s revenue from contracts with customers amounted to €3,702,699 thousand in 2025, down 3.6% compared to €3,840,643 thousand in 2024. On a like-for-like consolidation basis — thus excluding the contribution of Öhlins — and on a like-for-like exchange rate basis the Group’s sales decreased by 5.1%. The car applications sector, which accounted for 73.5% of the Group’s sales, closed 2025 with a 5.2% decrease compared to the previous year. Applications for commercial vehicles closed at -10.5%, motorcycle applications at -10.6% and racing applications at +52.9%.
At geographical level, and with specific reference to Europe, Germany declined by 3.4% compared to 2024, whereas all the other European countries reported positive results, with France up by 11.0%, Italy by 4.1% and the United Kingdom by 4.2%. Sales declined by 8.7% in North America and grew by 8.8% in South America. In the Far East, China declined by 9.9% compared to 2024. Japan grew by 75.8% whereas India closed stable.
In 2025, the cost of sales and other net operating costs amounted to €2,332,781 thousand, with a 63.0% ratio to sales, down compared to 64.2% for the previous year. Within this item, costs for capitalized internal works included in intangible assets amounted to €35,391 thousand compared to €31,497 thousand for 2024. Income (expense) from non-financial investments amounted to €8,933 thousand and was mainly attributable to the effects of valuing the investment in the BSCCB Group using the equity method (€16,253 thousand in 2024). Personnel expenses for 2025 amounted to €766,724 thousand, with a 20.7% ratio to sales, increasing compared to the previous year (19.0%). At 31 December 2025, people numbered 15,875 (15,461 at 31 December 2024), including agency workers amounting to 1,136 (1,113 at 31 December 2024). Gross operating income for 2025 was €612,127 thousand compared to €661,056 thousand in the previous year, with a 16.5% ratio to sales (17.2% in 2024).Net operating income amounted to €336,452 thousand (9.1% of sales) compared to €393,333 thousand (10.2% of sales) in 2024, after depreciation, amortization and impairment losses of property, plant and equipment and intangible assets of €275,675 thousand, compared to depreciation, amortization and impairment losses amounting to €267,723 thousand in 2024. Net interest expense amounted to €39,768 thousand (€38,573 thousand in 2024) and consisted of net exchange losses of €5,074 thousand (net exchange losses of €12,508 thousand in 2024) and other net interest expense of €34,694 thousand (€26,065 thousand in 2024). Net interest expense from investments amounted to €1,076 thousand (net interest income of €11,131 thousand in 2024) and was attributable to the effects of valuing investments in associates using the equity method. Result before taxes was a profit of €295,608 thousand compared to €365,891 thousand for the previous year. Estimated taxation amounted to €81,514 thousand, with a tax rate of 27.6% (27.2% in 2024). The Group’s net result was €209,336 thousand (5.7% of sales) compared to €262,603 thousand for the previous year (6.8% of sales).
2025 Brembo Annual Report 23
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Reclassified Statement of Financial Position (euro thousand)
| 31.12.2025 | 31.12.2024 | Change | |
|---|---|---|---|
| Property, plant and equipment | 1,877,945 | 1,774,996 | 102,949 |
| Intangible assets | 700,914 | 311,425 | 389,489 |
| Financial assets/liabilities | 67,524 | 72,908 | (5,384) |
| Other receivables and non-current liabilities | 153,586 | 159,419 | (5,833) |
| Fixed capital | 2,799,969 | 2,318,748 | 481,221 |
| 20.8% | |||
| Inventories | 612,997 | 638,310 | (25,313) |
| Trade receivables | 553,542 | 631,395 | (77,853) |
| Other receivables and current assets | 149,352 | 137,676 | 11,676 |
| Current liabilities | (949,090) | (956,216) | 7,126 |
| Provisions/deferred taxes | (89,058) | (51,005) | (38,053) |
| Hedging assets/liabilities | 598 | 18,618 | (18,020) |
| Net working capital | 278,341 | 418,778 | (140,437) |
| (33.5%) | |||
| NET INVESTED CAPITAL | 3,078,310 | 2,737,526 | 340,784 |
| 12.4% | |||
| Equity | 2,329,965 | 2,329,817 | 148 |
| Employees’ leaving entitlement and other provisions for personnel | 29,100 | 47,356 | (18,256) |
| Medium/long-term net financial debt | 803,951 | 715,274 | 88,677 |
| Short-term net financial debt | (84,706) | (354,921) | 270,215 |
| Net Financial debt | 719,245 | 360,353 | 358,892 |
| 99.6% | |||
| COVERAGE | 3,078,310 | 2,737,526 | 340,784 |
| 12.4% |
The Group’s Statement of Financial Position reflects reclassifications of consolidated accounting statements, as described in the following pages. In detail: “Financial assets/liabilities” include the following items: Investments, Other non-current financial assets and financial derivatives not attributable to net financial debt; the item “Other receivables and non-current liabilities” is made up of the following items: Receivables and other non-current assets, Deferred tax assets and Other non-current liabilities; “Net financial debt” includes current and non-current payables to banks and other financial liabilities (including lease liabilities), net of cash and cash equivalents, current financial assets and financial derivatives attributable to net financial debt.
Net Invested Capital at 31 December 2025 amounted to €3,078,310 thousand, up by €340,784 thousand compared to €2,737,526 thousand at 31 December 2024. Net financial debt for 2025 amounted to €719,245 thousand compared to €360.353 thousand at 31 December 2024. The €358,892 thousand increase for the period was mainly attributable to the combined effect of the following factors: the positive effect of gross operating income of €612,127 thousand, with a €88,058 decrease in working capital; the amount paid for the acquisition of Öhlins, net of its net financial positions, for €365,911 thousand; net investments totalling €407,097 thousand, of which €35,246 thousand for development costs; they were mainly concentrated in Poland (36.0%), North America (26.2%), Italy (21.7%), and China (7.6%); increases in leased assets for €33,587 thousand; payment of taxes totalling €72,258 thousand; the Parent’s payment of the approved dividends in the amount of €95,661 thousand; payment of 2022-2024 three-year incentive plan reserved for top managers of 30,417 thousand; dividends received by the associates totalling €5,000 thousand. The Explanatory Notes to the Consolidated Financial Statements provide detailed information on the financial position and its assets and liabilities items.
2025 Brembo Annual Report 24
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Reclassified Statement of Cash Flows (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| NET FINANCIAL POSITION AT BEGINNING OF PERIOD (*) | (360,353) | (454,768) |
| Net operating income | 336,452 | 393,333 |
| Depreciation, amortization and impairment losses | 275,675 | 267,723 |
| Gross operating income | 612,127 | 661,056 |
| Investments in property, plant and equipment | (359,324) | (363,964) |
| Investments in intangible assets | (52,169) | (47,090) |
| Increases in leased assets | (33,587) | (89,306) |
| Investments in financial assets | (896) | (4,551) |
| Disposal of shareholdings | 0 | 282,906 |
| Disposal of tangible and intangible assets | 4,396 | 2,812 |
| Amounts (paid)/received for the acquisition/disposal of subsidiaries, net of the net financial positions | (365,911) | 0 |
| Net investments | (807,491) | (219,193) |
| Change in inventories | 32,730 | (28,195) |
| Change in trade receivables | 73,252 | (36,009) |
| Change in trade payables | (24,163) | (45,195) |
| Change in other liabilities | 16,766 | 17,173 |
| Change in receivables from others and other assets | (12,300) | (44,877) |
| Translation adjustment reserve not allocated to specific items | 1,773 | 17,922 |
| Change in working capital | 88,058 | (119,181) |
| Change in provisions for employee benefits and other provisions | (41,349) | 27,357 |
| Operating cash flow | (148,655) | 350,039 |
| Interest income and expense | (39,639) | (26,226) |
| Current taxes paid | (72,258) | (127,835) |
| Dividend paid in the period to minority shareholders | (960) | (960) |
| Buy-back of own shares | (6,532) | 0 |
| Interest (income)/expense from investments, net of dividends received | (3,933) | (1,253) |
| Dividends paid in the period | (95,661) | (95,661) |
| Net cash flow | (367,638) | 98,104 |
| Effect of translation differences on net financial positions | 8,746 | (3,689) |
| NET FINANCIAL POSITION AT THE END OF PERIOD (*) | (719,245) | (360,353) |
(*) See Note 13 of the Explanatory Notes to the Condensed Financial Statements for a reconciliation with financial statement data.
2.4.4 DEFINITION AND RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES (APMs OR NON-GAAP MEASURES)
In this Directors’ Report on Operations, the Statement of Income, Statement of Financial Position and Statement of Cash Flows have been restated to highlight the subtotals (APMs/Non-GAAP measures) considered most relevant to an understanding of the operating and financial performance of the Brembo Group. These indicators are also tools that help Directors identify operating trends and take decisions about investments, resource allocation and other operating decisions. In addition, Alternative Performance Measures may facilitate comparability with peers operating in the same industry. In some cases, however, the calculation method applied may differ from that applied by other companies. Therefore, this data should be considered complementary to, and not a substitute for, the IFRS measures to which they relate.
The following points enable a correct interpretation of the above-mentioned APMs:
- these indicators are constructed starting from the Group’s historical data only and are not indicative of the Group’s future performance;
- the APMs are not laid down by the IFRS and are not subject to audit, although they are taken from the Group’s Consolidated Financial Statements;
- the APMs must not be considered to replace the indicators provided by the IFRS;
- the APMs are to be read together with the Group’s financial information, taken from the Brembo Group’s Consolidated Financial Statements;
- the definitions used by the Group may not match those adopted by other companies/groups, therefore they are not comparable, since they are not derived from reference accounting standards;
- the APMs used by the Group are applied on an ongoing basis and are consistently defined and represented for all the periods for which financial information is included in these Financial Statements.
Management believes the APMs indicated below to be a useful measure that provides insight into the matters to which they refer, allowing for a better understanding of the financial performance of the Group. The following APMs have been selected and represented in the Directors’ Report on Operations since the Group deems that: Net Financial Debt, combined with other indicators such as Investments/Revenue from contracts with customers, Net Financial Debt/Equity, Net interest expense (less exchange gains or losses)/Revenue from contracts with customers and Net interest expense (less exchange gains or losses)/Net operating income, allows a better assessment of the overall level of debt, capital solidity and debt payment capacity.
Net Financial Debt is calculated by aggregating the IFRS items Other current/non-current financial payables, Financial derivatives, Long/Short-term lease liabilities and Current/Non-current payables to banks, Cash and cash equivalents and Other current financial assets, with adjustments made to those items to exclude the fair value of derivatives that cover items not included in the net financial position (e.g., hedging transactions covering the risk of fluctuation of energy prices). The net financial position shows the extent to which financial debt exceeds cash and cash equivalents and financial assets and is the summary indicator used by management to measure the Group’s ability to meet its financial obligations.# 2025 Brembo Annual Report
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
-
-
-
- 5.
-
-
Fixed Capital, Net Working Capital, and Net Invested Capital allow a better assessment of both the ability to meet short-term trade commitments through current trade assets, and the consistency between the structure of the use and that of the sources of financing over time. Fixed Capital refers to net investments in property, plant, equipment and intangible assets, calculated as the sum of increases (net of decreases) of property, plant and equipment and intangible asset plus Financial assets/ liabilities and Other receivables and non-current liabilities. It should be noted that the items Financial assets/ liabilities include assets recognized in the Consolidated Statement of Financial Position as Shareholdings valued using the equity method, Investments in other companies, Financial derivatives (only the fair value of derivatives that cover items not included in the net financial position, such as hedging transactions covering the risk of fluctuation of energy prices) and Other non-current financial assets and that the item Other receivables and non-current liabilities includes assets recognized in the Consolidated Statement of Financial Position as Receivables and other non- current assets, Deferred tax assets and Other non-current liabilities. Net working capital includes current assets (except for Cash and cash equivalents and Other current financial assets, included in the Net financial position), Non-current/ Current provisions, Deferred tax liabilities, Trade payables, Tax payables, Contract liabilities and Other current liabilities. Net Invested Capital is calculated by adding Net financial debt and the Employees’ leaving entitlement and other provisions for personnel to the IFRS item Shareholders’ equity. Net Invested Capital is a summary measure of net assets invested and provides an immediate overview of the Group’s capital deployments, showing the activities in which the Group has used financing to invest in capital resources.
Gross Operating Income (EBITDA) and Net Operating Income (EBIT), combined with other relative profitability indicators, allow changes in operating performance to be illustrated and provide useful information on the Group’s capacity to sustain debt; these indicators are also commonly used by analysts and investors in the sector to which the Group belongs to evaluate company performance. EBITDA is calculated by adding Taxes to the Net result for the period (as provided for by the International Accounting Standards) and subtracting or adding Net interest income (expense) and Interest income (expense) from investments and adding Depreciation, amortization, and impairment losses. EBITDA is also shown in the Consolidated Statement of Income as Gross Operating Income. EBIT is calculated by adding Taxes, Net interest income (expense) and Interest income (expense) from investments to the Net result for the period (as provided for by the International Accounting Standards. EBIT is also shown in the Consolidated Statement of Income as Net Operating Income.
The following statements show the reconciliations of the Alternative Performance Measures as at 31 December 2025 and 2024, compared to key IFRS items.
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Other current/non-current financial payables | 306 | 700 |
| Financial derivatives | 2,053 | (19,804) |
| Long-/Short-term lease liabilities | 178,085 | 238,492 |
| Current/non-current payables to bank | 1,206,363 | 999,530 |
| Cash and cash equivalents | (656,402) | (867,216) |
| Other current financial assets | (2,663) | (3,130) |
| Difference on derivatives not included in net financial position | (8,497) | 11,781 |
| NET FINANCIAL DEBT | 719,245 | 360,353 |
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Equity | 2,329,965 | 2,329,817 |
| Employee benefits | 29,100 | 47,356 |
| +/- Net financial debt | 719,245 | 360,353 |
| NET INVESTED CAPITAL | 3,078,310 | 2,737,526 |
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| NET RESULT FOR THE PERIOD | 214,094 | 266,321 |
| + Taxes | 81,514 | 99,570 |
| +/- Interest income (expense) from investments | 1,076 | (11,131) |
| +/- Net interest income (expense) | 39,768 | 38,573 |
| + Depreciation, amortization and impairment losses | 275,675 | 267,723 |
| GROSS OPERATING INCOME | 612,127 | 661,056 |
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| NET RESULT FOR THE PERIOD | 214,094 | 266,321 |
| + Taxes | 81,514 | 99,570 |
| +/- Interest income (expense) from investments | 1,076 | (11,131) |
| +/- Net interest income (expense) | 39,768 | 38,573 |
| NET OPERATING INCOME | 336,452 | 393,333 |
2.4.5 BREMBO GROUP COMPANIES
The following figures were taken from the accounting situations at 31 December 2025 prepared by the companies in accordance with IAS/IFRS and approved by the respective Boards of Directors.
2025 Brembo Annual Report
26 Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
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-
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- 5.
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Continuous improvement. Consistent excellence.
2025 Brembo Annual Report
Companies Consolidated on a Line-by-Line Basis
AP Racing Ltd. Coventry (United Kingdom)
Activities: production and sale of braking systems and clutches for road and racing vehicles. AP Racing is the market leader in the production of brakes and clutches for racing cars and motorcycles. The company designs, assembles and sells cutting-edge, high-tech products throughout the world for the main F1, GT, Touring and Rally teams. It also produces and sells original equipment brakes and clutches for prestige car manufacturers.
AP Racing North America Corp. Huntersville (USA)
Activities: technical and sales services on the US market. Established in 2022 and wholly controlled by AP Racing Ltd., the company specializes in developing and simplifying communications between the parent and the US-based customers, throughout the different phases of project planning and management.
Brembo Australia Pty Ltd. Melbourne (Australia)
Activities: marketing activities. Formed in 2024 and fully controlled by Brembo N.V., the company carries out marketing activities for the aftermarket only.
Brembo India Pvt. Ltd. Pune (India)
Activities: development, production and sale of braking systems for motorcycles. The company is based in Pune, India, and was originally set up in 2006 as a joint venture held in equal stakes by Brembo N.V. and the Indian company Bosch Chassis Systems India Ltd. Since 2008, the company has been wholly owned by Brembo N.V.
Brembo Czech S.r.o. Ostrava-Hrabová (Czech Republic)
Activities: casting, production and sale of braking systems for cars. The company was formed in 2009 and started its production activity in 2011. It carries out the casting, processing and assembly of brake calipers and other aluminium components and sale of braking systems for cars.
Brembo Deutschland GmbH Leinfelden-Echterdingen (Germany)
Activities: purchase and resale of vehicles, technical and sales services, as well as promotion of the sale of car brake discs. The company, which is 100% owned by Brembo N.V., was formed in 2007. It specializes in buying cars for tests and encouraging and simplifying communications between Brembo and its German customers in the various phases of project planning and management. It also promotes the sale of brake discs for the car aftermarket only.
Brembo do Brasil Ltda . Betim (Brazil)
Activities: production and sale of brake discs for the original equipment market. The company is headquartered in Betim, Minas Gerais, and specializes in the manufacturing and sale of car brake discs in the South American OEM market.
Brembo France S.a.s. Paris (France)
Activities: promotion of the sale of car brake discs. The company, established in 2024, promotes the sale of brake discs for the car sector, destined exclusively for the aftermarket.
2025 Brembo Annual Report
28 Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
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- 5.
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-
Brembo Huilian (Langfang) Brake Systems Co. Ltd. Langfang (China)
Activities: casting, production and sale of brake discs for the original equipment market. In 2016, Brembo N.V. acquired a 66% stake in Brembo Huilian (Langfang) Brake Systems Co. Ltd. (formerly Asimco Meilian Braking Systems (Langfang) Co. Ltd.), a Chinese company that owns a foundry and a plant for the manufacturing of cast-iron brake discs. This company supplies local car manufacturers, mainly including joint ventures among Chinese firms and European and U.S. top players. The remaining 34% of the share capital continued to be owned by the public company Langfang Assets Operation Co. Ltd., controlled by the Municipality of Langfang.
Brembo Inspiration Lab Corp. Sunnyvale, California (USA)
Activities: strengthening expertise in software development, data science and artificial intelligence. The company — Brembo’s first center of excellence — is based in the Silicon Valley (California, USA). It is an experimental lab mainly focused on strengthening the Company’s expertise in software development, data science and artificial intelligence for the benefit of the development of Brembo’s future braking solutions. The new center of excellence will also be a point of reference for the technological and commercial development of Brembo’s relationships with customers in the Silicon Valley.
Brembo Japan Co. Ltd. Tokyo (Japan)
Activities: sale of braking systems for the racing sector and original equipment for cars. Brembo Japan Co. Ltd. is Brembo’s commercial company that handles the Japanese racing market. Through the Tokyo office, it provides primary technical support to the OEM customers in the area. It also renders services to the other Brembo Group companies operating in Japan.
Brembo México S.A. de C.V.Apodaca (Mexico) Activities: casting, production and sale of braking systems for cars and commercial vehicles and car brake discs for original equipment and the aftermarket. As a result of the merger with Brembo México Apodaca S.A. de C.V. in 2010, the company is now 51% owned by Brembo North America Inc. and 49% owned by Brembo N.V.
Brembo (Nanjing) Automobile Components Co. Ltd. Nanjing (China) Activities: casting, processing and assembly of braking systems for cars and commercial vehicles. The company, which is 60% owned by Brembo N.V. and 40% owned by Brembo India Pvt. Ltd., was set up in 2016 and carries out casting, processing and assembly of braking systems for cars and commercial vehicles.
Brembo Nanjing Brake Systems Co. Ltd. Nanjing (China) Activities: development, production and sale of OEM brake discs for cars. The company, a joint venture between Brembo N.V. and the Chinese group Nanjing Automobile Corp., was formed in 2001. The Brembo Group acquired control over the company in 2008. In 2013, the Brembo Group acquired full control from the Chinese partner Donghua Automotive Industrial Co. Ltd. In 2017, Brembo Nanjing Foundry Co. Ltd. was merged into Brembo Nanjing Brake Systems Co. Ltd. The transaction aimed at developing an integrated industrial hub, including foundry and manufacture of brake discs for the car OEM.
Brembo North America Inc. Plymouth, Michigan (USA) Activities: development, casting, production and sale of brake discs for car original equipment market and the aftermarket, and braking systems for cars, motorcycles and the racing sector. Brembo North America Inc. is based in Homer, Michigan. It produces and sells OEM and aftermarket brake discs, as well as high-performance car braking systems. A Research and Development Center has been operating at the facility in Plymouth (Michigan) since 2010 to develop and market new solutions in terms of materials and designs for the U.S. market.
Brembo Poland Spolka Zo.o. Dąbrowa-Górnicza (Poland) Activities: development, casting, production and sale of brake discs and braking systems for cars and commercial vehicles. The company produces OEM braking systems for cars and commercial vehicles in the Częstochowa plant. In the Dąbrowa-Górnicza plant, it has a foundry for the production of cast-iron discs destined for use in its own production plant or by other Group companies. The Niepołomice plant processes steel disc hats to be assembled onto the light discs manufactured at the Group’s plants located in China, in the United States, and in the Dąbrowa-Górnicza plant as well.
2025 Brembo Annual Report 29
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
Brembo Poland Manufacturing Sp.zo.o. Dąbrowa-Górnicza (Poland) Activities: casting, production and sale of brake discs for cars and commercial vehicles The company is fully owned by Brembo Poland Sp. Zo.o. and, once fully operational, it will focus on casting and processing activities on behalf of its parent company.
Brembo Reinsurance AG Zurich (Switzerland) Activity: reinsurance company. Incorporated in 2023 with headquarters in Zurich and fully owned by Brembo N.V., the company aims at improving the conditions and efficiency of the process of financing the Brembo Group’s risks through access to the reinsurance market and the possibility of underwriting risks not adequately covered by the insurance market and that cannot be financed through a fund.
Brembo Russia Llc. Moscow (Russia) Activities: promotion of the sale of car brake discs. Founded in 2014, the Moscow-based company is wholly owned by Brembo N.V. It deals with promoting the sale of car brake discs for the aftermarket only.
Brembo Scandinavia AB Göteborg (Sweden) Activities: promotion of the sale of car brake discs. The company promotes the sale of brake discs for the car sector, destined exclusively for the aftermarket.
Brembo (Shanghai) AI Technology Co. Ltd. Shanghai (China) Activities: strengthening expertise in software development, data science and artificial intelligence. The company aims to integrate advanced braking technology with AI-powered solutions for a safer, more comfortable driving experience. It collaborates with universities, startups, and industry partners to develop innovative solutions and strengthen global competitiveness.
Brembo Thailand Ltd. Rayong (Thailand) Activities: production and sale of braking systems for motorcycles. The company will manufacture braking systems for motorcycle manufacturers in Thailand, starting with European and American producers. It is located in the motorcycle industry hub of the country, situated in the Rayong province, south of the capital Bangkok.
Corporación Upwards ‘98 S.A. Zaragoza (Spain) Activities: sale of brake discs and drums for cars, distribution of the brake shoe kits and pads. The company, which is 68% owned by Brembo N.V., carries out sales activities exclusively for the aftermarket.
J.Juan S.A.U. Barcelona (Spain) Activities: development, production and sale of braking systems for motorcycles. In November 2021, Brembo acquired the 100% stake in the J.Juan Group, a Spanish company specializing in the development and production of motorcycle braking systems. Founded in 1965, J.Juan is based in Gavà (Barcelona) and has two plants in Spain and one in China, manufacturing especially brake hoses.
2025 Brembo Annual Report 30
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
Jiaxing Ciju Control Systems Co. Ltd. Jiaxing (China) Activities: production and sale of braking systems for motorcycles. On 4 November 2021, Brembo acquired the 100% stake in the J.Juan Group, a Spanish company specialising in the development and production of motorcycle braking systems, to which Jiaxing Ciju Control Systems Co. Ltd. belongs.
La.Cam (Lavorazioni Camune) S.r.l. Stezzano (Italy) Activities: precision mechanical processing, lathe work, mechanical component production and similar activities, on its own account or on behalf of third parties. The company was incorporated by Brembo N.V. in 2010. In the same year, it leased from an important Group’s supplier two companies specialising in processing aluminium, steel and cast-iron pistons for brake calipers intended for use in the car, motorcycle and industrial vehicle sectors, and in the production of other types of components, including small high-precision metallic parts and bridges for car brake calipers, as well as aluminium caliper supports for the motorcycle sector, chiefly produced for the Brembo Group. In 2012, La.Cam. acquired the business units of both companies.
Öhlins Group Stockholm (Sweden) Activities: development, production and sale of suspensions for motorcycles, cars and racing vehicles. In January 2025 Brembo completed the acquisition of a 100% stake in Öhlins, the leading manufacturer of premium, high performance suspension technology for motorcycles and cars. Founded in 1976, Öhlins is based in Upplands Väsby (Stockholm), Sweden, and has a strong international footprint. Öhlins carries out its business in Sweden (Öhlins Intressenter AB as holding company and Öhlins Group AB), Thailand (Öhlins Asia Co. Ltd.) and USA (Öhlins USA Inc.), with also two branches in Germany and Taiwan. Öhlins’ suspension technology is renowned for precision, performance, and innovation. With decades of expertise and advanced engineering, Öhlins offers an extensive range of products, including shock absorbers, front forks, steering dampers, software and algorithms, and accessories for the OEM and aftermarket segments. The company also has a strong racing heritage and presence in major motorsport championships, supplying MotoGP, Formula 1, World Superbike, NASCAR and others.
Qingdao Brembo Trading Co. Ltd. Qingdao (China) Activities: logistics, sale and marketing activities in the economic and technological development hub of Qingdao. Formed in 2009 and fully controlled by Brembo N.V., the company carries out logistics, sale and marketing activities within the Qingdao technological hub for the aftermarket only.
SBS Friction A/S Svendborg (Denmark) Activities: development, production and sale of brake pads for motorcycles. On 7 January 2021, Brembo acquired SBS Friction A/S, a Danish company based in Svendborg, Denmark, that develops and manufactures brake pads for motorcycles using particularly innovative and eco-friendly sintered organic materials. The investment is 60% held by Brembo N.V. and 40% by Brembo India Pvt. Ltd.
2025 Brembo Annual Report 31
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
Companies Valued Using the Equity Method
Brembo SGL Carbon Ceramic Brakes S.p.A. Stezzano (Italy) Activities: design, development, production and sale of carbon ceramic brake discs. As a result of the joint venture agreements finalized in 2009 between Brembo and SGL Group, the company is 50% owned by Brembo S.p.A. and in turn controls 100% of the German company Brembo SGL Carbon Ceramic Brakes GmbH. Both companies carry out design, development, production and sale of braking systems in general, and particularly of OEM carbon ceramic brake discs for top- performance cars, as well as research and development activities concerning new materials and applications.
Brembo SGL Carbon Ceramic Brakes GmbH Meitingen (Germany) Activities: design, development, production and sale of carbon ceramic brake discs. The company was formed in 2001. In 2009, in executing the joint venture agreement between Brembo and SGL Group, Brembo SGL Carbon Ceramic Brakes S.p.A. acquired 100% of the company.
Petroceramics S.p.A.Stezzano (Italy) Activities: research and development of innovative technologies for the production of technical and advanced ceramic materials, geomaterial processing and rock mass characterization. Brembo N.V. acquired 20% of this company by subscribing a capital increase in 2006. Infibra Technologies S.r.l. Milan (Italy) Activities: development, design, industrialization, manufacturing, installation and marketing of fiber optic sensors systems. In 2020, Brembo acquired a 20% stake in Infibra Technologies S.r.l. for a consideration of €800 thousand. The company is specialized in the development, design, industrialization, manufacturing, installation and marketing of fiber optic sensors systems and photonic subsystems for sensing and communications. The stake in the company was completely written down in 2025. Shandong BRGP Friction Technology Co. Ltd. Jinan (China) Activities: large-scale manufacturing of innovative aftermarket brake pads for the car and commercial vehicle segments. On 25 July 2022, Brembo signed a 50/50 Joint Venture agreement with Shandong Gold Phoenix Co. Ltd., a Chinese company listed on Shanghai Stock Exchange, leader in designing, testing, manufacturing and marketing braking system and pads/friction material for the original equipment market and aftermarket. The agreement provides for the formation of the new company — Shandong BRGP Friction Technology Co. Ltd. — dedicated to the large-scale manufacturing of innovative aftermarket brake pads for the car and commercial vehicle segments.
2025 Brembo Annual Report 32
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Here below is a summary of revenue from contract with customers, net result for the period and employees of each company, compared with the previous year.
| Local currency | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Revenue from contract with customers | ||
| Local currency | Euro | Local currency |
| Net result for the period | ||
| Local currency | Euro | Local currency |
| Number of employees |
| Local currency | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Revenue from contract with customers | ||
| Local currency | Euro | Local currency |
| Net result for the period | ||
| Local currency | Euro | Local currency |
| Number of employees |
| Company | Local Currency | Revenue from contract with customers | Net result for the period | Number of employees | Revenue from contract with customers | Net result for the period | Number of employees |
|---|---|---|---|---|---|---|---|
| Companies consolidated on a line-by-line basis: | |||||||
| AP Racing Ltd. | Gbp | 61,153 | 71,390 | 5,644 | 6,589 | 178 | 69,223 |
| AP Racing North America Corp. | Usd | - | - | 24 | 21 | 1 | - |
| Brembo Australia Pty. Ltd. | Aud | 1,360 | 776 | 6 | 3 | 6 | - |
| Brembo India Pvt. Ltd. | Inr | 16,901,242 | 171,648 | 1,988,511 | 20,195 | 1,422 | 15,393,986 |
| Brembo Czech S.R.O. | Czk | 7,895,227 | 319,748 | (599,974) | (24,298) | 1,335 | 8,207,442 |
| Brembo Deutschland GmbH | Eur | 3,947 | 3,947 | 2,104 | 2,104 | 12 | 3,608 |
| Brembo do Brasil Ltda. | Brl | 522,308 | 82,833 | 21,810 | 3,459 | 266 | 448,304 |
| Brembo France Sas | Eur | 1,307 | 1,307 | 416 | 416 | 4 | 377 |
| Brembo Huilian (Langfang) Brake Systems Co. Ltd. | Cny | 703,258 | 86,662 | 95,509 | 11,770 | 404 | 634,873 |
| Brembo Inspiration Lab. Corp. | Usd | - | - | 260 | 230 | 19 | - |
| Brembo Japan Co. Ltd. | Jpy | 1,402,344 | 8,301 | 66,281 | 392 | 26 | 1,136,316 |
| Brembo Mexico S.A. de C.V. | Usd | 548,731 | 485,886 | 12,220 | 10,820 | 1,761 | 571,690 |
| Brembo (Nanjing) Automobile Components Co. Ltd. | Cny | 1,753,643 | 216,100 | 185,187 | 22,820 | 709 | 1,993,655 |
| Brembo Nanjing Brake Systems Co. Ltd. | Cny | 1,102,714 | 135,887 | 148,209 | 18,264 | 588 | 1,284,059 |
| Brembo North America Inc. | Usd | 402,819 | 356,684 | 21,491 | 19,029 | 726 | 441,797 |
| Brembo Poland Manufacturing Sp.zo.o. | Pln | - | - | (14,366) | (3,389) | 8 | - |
| Brembo Poland Spolka Zo.o. | Pln | 2,539,307 | 599,007 | 218,860 | 51,628 | 2,356 | 2,831,671 |
| Brembo Reinsurance AG | Eur | 3,796 | 3,796 | 2,875 | 2,875 | 1 | 3,197 |
| Brembo Russia Llc | Rub | 44,255 | 470 | 8,026 | 85 | 2 | 32,025 |
| Brembo Scandinavia AB | Sek | 11,980 | 1,083 | 7,037 | 636 | 2 | 11,978 |
2025 Brembo Annual Report 33
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
| Local currency | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Revenue from contract with customers | ||
| Local currency | Euro | Local currency |
| Net result for the period | ||
| Local currency | Euro | Local currency |
| Number of employees |
| Company | Local Currency | Revenue from contract with customers | Net result for the period | Number of employees | Revenue from contract with customers | Net result for the period | Number of employees |
|---|---|---|---|---|---|---|---|
| Brembo (Shanghai) AI Technology Co. Ltd. | Cny | - | - | 153 | 19 | 2 | - |
| Brembo Thailand Ltd. | Thb | 216,575 | 5,837 | (244,719) | (6,595) | 34 | - |
| Corporacíón Upwards ’98 S.A. | Eur | 36,824 | 36,824 | 3,958 | 3,958 | 71 | 34,040 |
| J.Juan S.A.U. | Eur | 58,677 | 58,677 | 1,312 | 1,312 | 399 | 67,929 |
| Jiaxing Ciju Control Systems Co. Ltd. | Cny | 351,080 | 43,263 | 57,854 | 7,129 | 192 | 318,667 |
| La.Cam (Lavorazioni Camune) S.r.l. | Eur | 51,725 | 51,725 | 1,881 | 1,881 | 193 | 55,751 |
| Öhlins Intressenter AB | Sek | - | - | 231 | 21 | - | - |
| Öhlins Group AB | Sek | 1.063.313 | 99.063 | (100.757) | (9.180) | 293 | - |
| Öhlins Asia Co. Ltd. | Thb | 1.296.253 | 34.935 | 405.674 | 10.933 | 125 | - |
| Öhlins Usa Inc. | Usd | 22.121 | 19.588 | 327 | 290 | 32 | - |
| Qingdao Brembo Trading Co. Ltd. | Cny | 989,633 | 121,952 | 78,868 | 9,719 | 52 | 795,818 |
| SBS Friction A/S | Dkk | 263,826 | 35,349 | 11,408 | 1,529 | 143 | 205,604 |
| Companies valued using the equity method (figures at legal entity level): | |||||||
| Brembo SGL Carbon Ceramic Brakes S.p.A. | Eur | 86,011 | 86,011 | 4,391 | 4,391 | 254 | 101,737 |
| Brembo SGL Carbon Ceramic Brakes GmbH | Eur | 206,633 | 206,633 | 10,931 | 10,931 | 611 | 194,397 |
| Petroceramics S.p.A. | Eur | 5,963 | 5,963 | 1,058 | 1,058 | 24 | 2,905 |
| Infibra Technologies S.r.l. | Eur | 216 | 216 | (242) | (242) | 4 | 302 |
| Shandong BRGP Friction Technology Co. Ltd. | Cny | 397,111 | 48,936 | 25,179 | 3,103 | 188 | 262,551 |
2025 Brembo Annual Report 34
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
2025 Brembo Annual Report 35
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
2.4.6 Full year 2025 conclusion and Outlook
The full year 2025 results confirmed the resilience of Brembo’s business model despite the challenging times faced by the automotive industry and despite the global geopolitical situation. Brembo Group delivered revenues at €3,702.7 million, down 1.6% on a like-for-like exchange rate basis, compared to €3,841 million for 2024. EBITDA amounted to €612.1 million, with an EBITDA margin of 16.5%. Both revenues and EBITDA exceeded the guidance announced to the market during the year. Full-year investments amounted to €438 million, while net debt stood at €719 million. Brembo finalized the acquisition of Öhlins on 2 January 2025, with consolidation effective from that date. Over the year, Öhlins contributed €134.6 million to the Group’s sales and generated €27.1 million in EBITDA. In the absence of further geopolitical deterioration and given the automotive sector context that remains challenging, Brembo expects for 2026:
* Revenues in line with FY 2025 on a like-for-like exchange rate basis;
* EBITDA margin at around 16.5%, in line with 2025;
* Investments at about €350 million;
* Net financial debt below €700 million.
2.5 Significant Events After 31 December 2025
In a geopolitical and macroeconomic environment that makes forecasting very difficult, the Brembo Group will continue to monitor developments in the international context and the sector, and will update its guidance accordingly. No significant events occurred after the end of 2025 and up to 18 March 2026.
2025 Brembo Annual Report 36
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
2025 Brembo Annual Report
Acting today for a better, more balanced tomorrow.
Sustainability Statement
3.
3.1 About this Report 42
3.2 Environment 68
3.3 Social 104
3.4 Governance 131
2025 Brembo Annual Report 38
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Dear Stakeholder,
I am pleased to confirm that in 2025 as well Brembo N.V. reaffirms its support to the 10 United Nations Global Compact Principles in the areas of Human Rights, Labour, the Environment and Anti-corruption. In this annual report on the achievements made, we disclose our ongoing commitments to integrating the 10 Principles into our Company’s strategy, culture and daily activities, as well as to contributing to the United Nations’ goals, in particular the Sustainable Development Goals.
Daniele Schillaci
Chief Executive Officer, Brembo N.V.
Brembo and the UN Global Compact
Since 2021, Brembo N.V. has been a participant in the United Nations Global Compact, the world’s largest strategic corporate citizenship initiative. This initiative was established to promote a sustainable global economy that respects human and labour rights, environmental protection, and anti-corruption principles. Promoted by former UN Secretary-General Kofi Annan, more than 25,000 companies from over 160 countries have joined the Global Compact, creating a new model for global collaboration. The UN Global Compact requires companies to share, support, and apply a set of fundamental principles on human rights, labour standards, environmental protection, and anti-corruption within their sphere of influence.By participating in this initiative, Brembo N.V. has joined a universal network of companies with a long-term strategic vision, oriented towards promoting a culture of sustainability, innovation, and transparent reporting. The Global Compact provides an opportunity to share strategies and good business practices, utilise ESG-related management tools and resources, and participate in specific working groups. Further strengthening its commitment, Brembo N.V. continues as a founding member of the UN Global Compact Network Italy, actively supporting the Foundation’s objectives and participating in its institutional activities and initiatives. Recognising the growing importance of sustainability and the value of collaborative action, in 2025 Brembo N.V. deepened its international engagement as the United Nations Global Compact celebrates its 25th anniversary, taking part in high-level dialogues to accelerate impact across the value chain and advance the SDGs. During 2025, Brembo N.V. strengthened its presence by participating in the UN Global Compact Network UK Annual Summit in London, and by contributing to the National Forum ‘Italian Business & SDGs’ in Naples, reinforcing its role in advancing the Agenda 2030 at both global and national level. In addition, the Company joined the 2025 Working Group on Sustainable Procurement to foster the integration of environmental and social criteria into purchasing practices across the supply chain, in line with SDG 12 and SDG 8. Brembo N.V.’s participation in the Global Compact testifies to its long-standing commitment to sustainability, which over the years has increasingly focused on numerous fronts, and to its adherence to the 17 Sustainable Development Goals defined by the UN 2030 Agenda.
2025 Brembo Annual Report 39
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
1 Scope 1 and market-based Scope 2 emissions, generated by foundries/gross tonnes of molten cast iron and molten aluminium (BSCCB S.p.A. included).
2 The plants failing within the ISO 14001 certification scope are operating industrial plants or plants that have been part of the Group for at least two years.
3 The plants failing within the ISO 50001 certification scope are operating industrial plants or plants that have been part of the Group for at least two years and with energy consumption exceeding 5,000 GJ.
4 This includes the costs of purchasing goods and services directly involved in the manufacturing of finished products, namely purchases of raw materials, components, semi-finished and finished products, ancillary materials and services (mostly transport, utilities, packaging and MRO). The scope of analysis was expanded to also include the provision of services not closely associated with production, such as costs of ICT and telephony, cleaning, security and canteen services. Tax and legal advice, insurance, sponsorships, business travel, recruitment and training activities, building leases and industrial assets are excluded.
5 For Brembo N.V.
6 In calculating the number of people trained on Business integrity, Code of Ethics, Personal Data Protection and Information Security, a person is counted multiple times if they receive training on different topics.
7 The Board’s gender diversity is calculated as: (Total number of female members / Total number of male members)*100.
8 The ISO 27001 certified sites are the Italian sites of Brembo N.V. (Curno, Mapello and Stezzano), La.CAM. S.r.l., Brembo SGL Carbon Ceramic Brakes S.p.A., Brembo Poland Sp. Z.o.o. production hubs, Brembo Czech S.r.o., Brembo North America Inc., Brembo México S.A. de C.V., Brembo Nanjing Brake Systems Co. Ltd., Brembo (Nanjing) Automobile Components Co. Ltd., Brembo Huilian (Langfang) Brake Systems Co. Ltd. and Qingdao Brembo Trading Co. Ltd.
Data improving.
| sustainability Highlights | Environment | Social | Governance |
|---|---|---|---|
| -23.97 % Emissions of CO2 per cast tonne¹ compared to 2024 | 92% Recycled waste¹ | 100% ISO 14001 environmentally certified plants² | 88% Electricity coming from renewable sources |
| 93% ISO 50001 energy certified plants³ | 14,739 Employees | 326,990 Training hours provided in 2025 | 23,815 Attendees to Business integrity, Code of Ethics, Personal Data Protection and Information Security related training courses⁶ |
| 90.42% Local supplies: supply from suppliers located in the same geographical areas where the Group operates⁴ | 83.33% Board’s gender diversity ratio⁷ | 100% ISO 27001 certified sites⁸ | 8 Annual meetings of the Audit, Risk and Sustainability Committee (ARSC) |
| 63.64% Members of the BoD with ESG-related skills | 80.74% Suppliers of direct materials that since 2015 have been involved in social and environmental audits | Gender Equality Certification⁵ | |
| In 2024, -13.74% compared to previous year | More than 339,000 in 2024 | 93% in 2024 | 14,348 in 2024 |
| 54.54% in 2024 | 83.33% in 2024 | 16,864 in 2024 | 83% in 2024 |
| 78.88% in 2024 | 100% in 2024 | Confirmed in 2025 | 10 in 2024 |
| 90.45% in 2024 |
2025 Brembo Annual Report 40
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
An excerpt of the Group sustainability plan “Turning Sustainability into Action” is reported below.
group sustainability plan
| BASELINE STATUS | 2025 TARGET | NET ZERO (SCOPE 1+2) | NET ZERO (SCOPE 3) | |
|---|---|---|---|---|
| Achieve net zero emissions at Group level (Scope 1+2) | 2020 372,491 tCO₂e | - 52% (179,309 tCO₂e) | - 42% | - 90% by 2030 by 2040 |
| Achieve net zero emissions at Group level (Scope 3) | 2020 1,682,726 tCO₂e | -10% (1,508,672 tCO₂e) | - 42% | - 90% by 2030 by 2040 |
| RENEWABLE ENERGY Percentage of renewable energy | 2020 43% | 88% | 70% | 100% by 2025 by 2030 |
| RECYCLED WASTE Percentage of recycled waste as proportion of total waste generated | 2022 85% | 92% | 90% | 95% by 2025 by 2030 |
| INCIDENT RATE Continuous reduction of the incident rate | 2022 3.63* | - 28% (2.60) on baseline 2024 | 2.33* | +11% (2.60) -10% YOY annual |
| GENDER IN MANAGEMENT Representation of each gender in the cluster of Management | 2024 17% women; 83% men | 18.7% women; 81.3% men | >20% | 2028 |
| GENDER IN EXECUTIVE DIRECTORS Representation of each gender in the cluster of Executive Directors | 2024 25% women; 75% men | 25% women; 75% men | At least 25% upon renewal of the Board of Directors | 2026 |
| GENDER IN NON-EXECUTIVE DIRECTORS Representation of each gender in the cluster of non-Executive Directors | 2024 57% women; 43% men | 57% women; 43% men | At least 40% upon renewal of the Board of Directors | 2026 |
| Suppliers’ Co₂ emissions data collection Ensure third-party validation of “carbon relevant”** suppliers’ primary emissions data related to Brembo’s production, enhancing the reliability of Brembo’s Scope 3 emissions calculation | 2023 41% validation rate of Brembo’s “carbon relevant” suppliers’ data | 86% | Achieving and maintaining a validation rate of “carbon relevant” supplier’s emissions data above 75% | 2030 |
| LOCAL FOR LOCAL INDEX Prioritise localised supply chains where Brembo has production sites | 2020 87% local for local index | 90.42% | Ensuring that the local for local index is maintained at over 85% | 2030 |
| Third-party supply chain monitoring through self-assessment questionnaires Extend the third party self-assessment questionnaire to cover significant portion of direct supplier spend | 2024 77% coverage of direct suppliers spend | 85% | 85% coverage of direct supplier spend | 2030 |
| THIRD-PARTY SUPPLY CHAIN MONITORING THROUGH ON-SITE AUDITS Extend the ESG assessment and monitoring of the supply chain | 2020 70% turnover of relevant direct material suppliers | 80.74% | Achieving 80% turnover of relevant direct material suppliers | 2026 |
* Recalculated according to ESRS. For further details on the status and target, please refer to paragraph S1-14; ** Around 300 suppliers
2025 Brembo Annual Report 41
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
3.1 About this Report
| ESRS | ||
|---|---|---|
| 2 BP-1 | BP-2 | Basis for preparation | 43 |
| GOV-1 | GOV-2 | Board of Directors and committee structure | 43 |
| GOV-3 | Sustainability-driven incentive schemes | 46 |
| GOV-4 | Statement on due diligence | 47 |
| GOV-5 | Risk management and internal controls over sustainability reporting | 47 |
| SBM-1 | Strategy, business model and value chain | 48 |
| SBM-2 | Engaging stakeholders for shared understanding | 50 |
| SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | 52 |
| IRO-1 | Double materiality assessment | 59 |
| IRO-2 | Disclosure Requirements in ESRS covered by sustainability statements | 60 |
2025 Brembo Annual Report 42
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
BP-1 | BP-2 BASIS FOR PREPARATION
The Brembo 2025 Sustainability Statement has been prepared in accordance with the European Sustainability Reporting Standards (ESRS) - November 2025, developed by the European Financial Reporting Advisory Group (EFRAG). This Statement is presented on a consolidated basis, with a reporting boundary aligned to that of the Consolidated Financial Statements as of 31 December 2025. This Statement covers the period 1 January 2025 to 31 December 2025. Accordingly, the scope of the Sustainability Statement does not include the companies valued using the equity method and the following entities due to the non-operative nature: BREMBO POLAND MANUFACTURING SP.ZO.O. BREMBO POLAND HERATECH SP. ZO.O. Therefore, data and information relating to Brembo SGL Carbon Ceramic Brakes S.p.A.(Stezzano) are incorporated only into the E1-6 and S1-14 metrics required by the ESRS and disclosed in this Sustainability Statement, in line with the ESRS Implementation Guidance IG 2 - Value Chain, which clarifies the determination of reporting boundaries. Within the reporting scope, there are no companies that are subject to the regulatory obligation to prepare an individual Sustainability Statement for the financial year 2025. The content of the Statement has been defined based on the outcomes of the double materiality assessment to ensure as complete a representation as possible of relevant information, delineating environmental and social priorities and associated timeframes to enable a thorough evaluation by stakeholders. The double materiality assessment described in the section “IRO-1 Double materiality assessment” was conducted with consideration of the Group’s value chain and it encompasses activities undertaken directly by Brembo as well as those performed across upstream and downstream operations. For a comprehensive description of the Group’s value chain, please refer to the subsequent section “SBM-1 Strategy, business model and value chain”. Where feasible, the qualitative and quantitative disclosures presented in the Sustainability Statement extend to the Group’s upstream and downstream value chain in compliance with ESRS 1. Brembo has not made use of the exemption provided under Articles 19a and 29a of Directive 2013/34/EU, which allows undertakings to omit information regarding imminent developments or ongoing negotiations. Brembo has also not exercised the option to omit specific information relating to intellectual property, know-how, or innovation outcomes. This document marks the second year of reporting under the European Sustainability Reporting Standards (ESRS). It maintains the structure introduced last year while incorporating updates and refinements compared to the previous report. In 2025, whistleblower disclosure protection was included for the first time compared to prior periods. In addition, no events or circumstances materially affected the Group’s sustainability performance in 2025. It should also be noted that no significant errors have been identified with regard to prior reporting periods. With regard to Scope 3, in 2025 the Group refined its methodology and more accurate emission factors were considered for the Scope 3 category. For further details, see the section - Gross Scope 1, 2, 3 and total GHG Emissions.
ESRS 2
In its Sustainability Statement, Brembo does not include information arising from other legislation that requires disclosure beyond what is prescribed by ESRS. To avoid repeating information already presented in other sections of the Annual Report or in other documents, the ESRS allow incorporation by reference, provided that specific conditions are met. For fiscal year 2025, Brembo did not use incorporation by reference to documents external to the Annual Report. Any cross-references to other sections of the Annual Report are provided solely to facilitate review and deeper exploration of specific topics. For the purpose of sustainability reporting, the time horizons have been defined in accordance with the ones established by Brembo’s Enterprise Risk Management (ERM) evaluation processes and adopted in the Financial Statements. Brembo defines the short-term time horizon as less than one year from the current reporting period; the medium-term extends from the end of the short-term up to five years; and the long-term covers periods exceeding five years. The information presented in the Sustainability Statement complies with the qualitative characteristics outlined in Appendix B of the ESRS 1 standard, namely: Relevance, Faithful Representation, Comparability, Verifiability, and Understandability. Where necessary, any estimates related to value chain considerations and sources of uncertainty are described in the relevant sections, including any estimates used in calculating the required metrics. In line with ESRS 1, the metric that incorporates estimates based on indirect sources is the Scope 3 GHG inventory, which is subject to uncertainty, as part of the data is estimated using recognized secondary sources (e.g., LCA databases such as Ecoinvent and emission factors published by authoritative bodies, such as the EPA). Reliance on such data entails higher uncertainty and limited accuracy, as industry averages are applied in the absence of supplier-specific data. To improve accuracy and mitigate uncertainty, Brembo will continue to carry out rigorous due diligence on suppliers’ primary data and will expand the collection of primary data from any future key suppliers. Brembo has applied the phase-in provision in accordance with the ESRS 1 Appendix C, not reporting information prescribed by S1-11, S1-12, S1-15, E1-9, E2-6, E3-5, E4-6 and E5-6, while information prescribed by S1-7, S1-8, S1-13 and S1-14 has been reported despite being phased in. Finally, Brembo has not defined metrics beyond those explicitly required by the ESRS. The Group is committed to defining specific metrics for identified material IROs not covered by an ESRS metric and to their periodic monitoring, particularly for topics regarding S2 Workers in the value chain , S3 Affected communities , S4 Consumers and end-users .
GOV-1 | GOV-2
BOARD OF DIRECTORS AND COMMITTEE STRUCTURE
Brembo has adopted a one-tier board structure in accordance with Dutch law, with a Board of Directors consisting of Executive Directors and Non-Executive Directors. Based on the Board Profile and in line with the policy on non-discrimination and diversity and relevant targets, Brembo’s Board of Directors (BoD) includes 4 executive and 7 non-executive members of whom 5 are female and 6 are male. This results in a gender diversity
2025 Brembo Annual Report 43 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
ratio of 83.33% $^9$, while the percentage of independent Board members is 55%. It should be noted that the current Board of Directors has been appointed on 20 April 2023, and the Cross-Border Conversion occurred in 2024 did not result in any changes to such Board, which will remain in office until the end of the annual general meeting to be held in 2026. The BoD is tasked with overseeing impacts, risks, and opportunities $^{10}$.
Matteo Tiraboschi – Executive Chairman
Daniele Schillaci - Chief Executive Officer
Cristina Bombassei – Executive Director
Roberto Vavassori – Executive Director
Manuela Soffientini – Independent Director
Elisabetta Magistretti – Independent Director
Elizabeth Marie Robinson – Independent Director
Giancarlo Dallera – Independent Director
Gianfelice Rocca – Independent Director
Umberto Nicodano – Non-Executive Director
Michela Schizzi – Independent Director
Brembo has no representative of the workers in the Board of Directors. To strengthen the Board’s competencies in sustainability- related matters, and in the sectors, products, and geographic areas material to the Company, Brembo organized a series of in-depth sessions within Board and Committee meetings, which are summarized in the table below.
| Induction Session Recipients | Date (ESRS 2 GOV-1;21c,23a ESRS G1 GOV-1;5b) | Activities Description |
|---|---|---|
| Remuneration and Appointment Committee Members of the Remuneration and Appointment Committee | July 2025 | Principles of the UE Directive 2023/970 on Pay Transparency |
| Audit Audit, Risk and Sustainability Committee Members of the Audit, Risk and Sustainability Committee and Supervisory Committee | February, October, and December 2025 | Cybersecurity system and compliance with the EU Directive 2022/2555 “NIS 2”. Artificial Intelligence (AI) Act (Reg. EU 2024/1689). |
| 2025 | Amendments to the Dutch Corporate Governance Code – VOR. EU CSRD and CSDDD Directives and Omnibus and EFRAG reporting standards. | |
| Induction for the BoD (follow- ups during Board meetings) Executive and Non-Executive Directors | March, May, June, July, November 2025 | Automotive market performance and outlook. Update on new crimes introduced by Legislative Decree No. 231/2001. Artificial Intelligence (AI) Act (Reg. EU 2024/1689. |
$^9$ The Board’s gender diversity is calculated as an average ratio of female to male board members.
$^{10}$ For more information regarding the role of the BoD and other supervisory bodies, please refer to G1 GOV-1.
In addition, for the Directors the Company arranged a special meeting on geopolitical issues, chaired by the Chairman of the ISPI Scientific Committee, Paolo Magri. Alongside the specific competencies listed in the table above, a short professional profile of each Director, with his/her personal and professional features, is included in the governance report section of the Annual Report and is also available on the Company’s website $^{11}$. Furthermore, the members of the Board of Directors were surveyed to identify the skills they have acquired since 2023. The results, illustrated in the graph below, indicate an increase over time also in “ESG” skills declared in 2025 by seven Board Members. The Board of Directors, with the support of the Audit, Risk and Sustainability Committee, is responsible for defining the general Guidelines of the Internal Control and Risk Management System (ICRMS), to ensure that the main impacts, risks and opportunities pertaining to Brembo N.V. and its subsidiaries are properly identified, and adequately measured, managed and monitored. The BoD is informed annually about and approves the Double Materiality Analysis — which is the methodology used to
$^{11}$ www.brembogroup.com: Governance, Governing boards and committees.Experience in Automotive/ Product Other Legal &Risk management International experience Finance ESG Strategy
9
8
7
6
5
4
3
2
1
0
2023 2024 2025 2025
Brembo Annual Report 44
Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
identify Brembo’s material sustainability topics — and is involved in setting IRO targets. During this process, the Board is informed about the Group’s IROs. In addition, the Executive Directors are responsible for defining additional policies to effectively implement the Guidelines for the Brembo internal control and risk management system, drawing on best practice models. These policies are approved by Top Management and reported to the Audit, Risk and Sustainability Committee, which supports the Board on internal control and risk management issues, including those relevant from a sustainability perspective. The Executive Director in charge of the Internal Control and Risk Management System (ICRMSD) is tasked with identifying the main corporate risks by implementing Risk Management Guidelines and verifying their adequacy. In addition to supervising the risk mitigation actions implemented by the competent management. The Managerial Risk Committees are convened to address emerging risks and enhance risk governance, monitoring and reporting risks to the Audit, Risk and Sustainability Committee, the Board of Directors and the Supervisory Committee. The Chief Sustainability & Risk Officer designs and oversees the Group risk management framework, supporting Risk Owners, and acting as facilitator in crisis management. The Board of Directors has defined the key roles and responsibilities within the Internal Control and Risk Management System (ICRMS). The ICRMS encompasses, according to their respective duties, the Administrative Bodies (Board of Directors, Audit, Risk and Sustainability Committee, Executive Directors, and particularly the ICRMSD), External Auditors, Supervisory Committee, Internal Audit GCF, Sustainability & Risk GCF, and other roles and functions with tasks related to internal control and risk management. These roles are organized based on the company’s size, complexity, and risk profile. The Audit, Risk and Sustainability Committee and the Supervisory Committee report to the BoD at least every six months, and in any event, when the Annual Report and Half-Year Report are approved, on the activities performed and on the adequacy of the ICRMS, including: (a) methods used to assess the effectiveness of the design and operation of the internal risk management and control systems; (b) methods used to assess the effectiveness of the Company’s internal and external audit processes; (c) material considerations concerning the Company’s financial and sustainability reporting; and (d) how material risks and uncertainties referred to in the Board of Directors’ report have been analyzed and discussed, along with the most important findings of the Committee. The Audit, Risk and Sustainability Committee supports the Non-Executive Directors’ decision-making regarding the supervision of the integrity and quality of financial and sustainability reporting and the effectiveness of internal risk management and control systems; it supports the Board of Directors in monitoring the design, implementation and management of the ICRMS, examines the reports submitted by the ICRMSD and the Chief Internal Audit Officer at the time of approving the Financial Statements; and, on the basis of the activities performed, confirms its opinion on the adequacy of the System through specific reports presented to the Board by the Committee Chairwoman. The Audit, Risk and Sustainability Committee periodically discusses with the Board the effectiveness of internal risk management and control systems and receives support from the Internal Audit GCF in examining the reports received. Management is responsible for the effective implementation of the ICRMS within their areas, achieved through the collaboration and active contribution of all employees and partners, thereby creating economic and ethical value for the Company. To implement the ICRMS Guidelines, the Executive Director in charge has established the “Policies for the Management of the Internal Control and Risk Management System”. These policies outline the integrated structure for identifying and managing the Company’s main impacts and risks associated with Brembo’s strategy and activities. The System is designed considering the organizational structure, legislative and regulatory framework, and best practices. This approach ensures continuous information flow among the parties, promoting efficiency and integration. To enhance efficiency and minimize overlaps, specific coordination procedures are in place among the different parties involved. In this regard, the ICRMSD, the Chief Executive Officer, the Chief Internal Audit Officer, the Chief Administration & Finance Officer, the Chief Sustainability & Risk Officer participate regularly in the work of the Audit, Risk and Sustainability Committee. Coordination is ensured through constant information flow, joint meetings on ICRMS-related issues, dissemination of Internal Audit GCF reports, and circulation of minutes and reports from the Chairwoman of the Audit, Risk and Sustainability Committee to the Supervisory Committee. Brembo has implemented an Enterprise Risk Management (“ERM”) framework within its Internal Control and Risk Management System, which delineates the procedures and the responsibilities that corporate functions and business units shall follow to identify, assess, manage, and monitor Brembo’s strategic, operational, legal, compliance, financial and reporting risks. Risks are monitored in monthly meetings where results, opportunities, risks, and mitigation strategies are analyzed for each business unit and geographical area. Internal Audit GCF evaluates on a regular basis the effectiveness and efficiency of the ICRMS and reports the results to the Executive Chairman, the Chief Executive Officer, the Audit, Risk and Sustainability Committee and the Supervisory Committee of Brembo N.V., with reference to specific risks connected with compliance with Legislative Decree No. 231/2001; on an annual basis, it also reports to the Board of Directors. In May 2025, the BoD approved the Risk Appetite Framework and the update of the Guidelines on the Internal Control and Risk Management System, prepared in accordance with the Dutch Corporate Governance Code and best practices. The Guidelines for the Brembo internal control and risk management system were updated to reflect changes in Brembo’s governance model following the cross-border transformation of Brembo N.V., the adoption of the Dutch Corporate Governance Code, and various organizational updates. Brembo’s Risk Appetite Framework (RAF) establishes the risk appetite for 17 categories of company risk and defines quantitative tolerance thresholds for certain financial risks. The RAF is an integral part of the Internal Control and Risk Management System (ICRMS) and is attached to the Guidelines. It is a strategic tool to ensure that the risks taken are in line with the company’s long-term objectives. Brembo’s risk appetite is assessed using various metrics and varies by type of risk and potential impact on objectives. The company accepts risks aligned with strategic objectives, avoiding or minimizing those that could compromise its reputation or financial stability. The document also describes RAF governance, providing for an annual review process approved by the BoD and an escalation process to manage any breaches, ensuring constant monitoring through internal audits conducted by Level II and Level III functions (Internal Audit GCF) and annual updates. There is also an escalation process for bringing credit issues to attention at regular meetings of the Business Management Committee.
2025 Brembo Annual Report 45
Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
During 2025, the Audit, Risk and Sustainability Committee had the opportunity to examine the amendments to the Dutch Corporate Governance Code on this matter and assessed their consistency with the ICRMS designed by the company and its effectiveness and adequacy. Following updates, the Board must include in the 2025 Annual Report a statement on the adequacy and effectiveness of risk management and internal control systems, especially for operational and compliance risks. To prepare this declaration, the Executive Director in charge of the Internal Control and Risks Management System (ICRMSD) with the support of Internal Audit, Sustainability&Risk and Legal&Corporate Affairs GCFs addressed requests to the second-level governance systems with the aim of: describe risk management methods, controls, information flows; assess the Level of Certainty in its own management system in overseeing operational and compliance risks. Furthermore, the appetite thresholds for certain risks have been reviewed, and the integration between the RAF and the ERM process (already consolidated within the Company) has been described. The directors’ ESG expertise has been consolidated over time through meetings with professional experts and induction sessions, both during Board meetings and individually on their own. The skills acquired enable directors to enhance the depth and quality of debate in the decisions that the Board of Directors must take regarding strategy and, therefore, the related impacts, risks and opportunities.As stated above, the Board of Directors, after initial consultation with the Sustainability Committee, the Audit, Risk and Sustainability Committee and the Supervisory Committee are informed and approve annually on the results of the Double Materiality Analysis, receiving information on the IROs and the methodology used to identify its material sustainability topics. During the year, Brembo addressed the relevant risks identified through its Risk Management procedure and due diligence processes (for the list of material IROs, please see ESRS 2 SBM-3). Sustainability risks were identified through analysis of the ERM Report and the Climate Change Risk Assessment (CCRA), covering physical and transition risks. Supervisory Bodies and the BoD oversee Brembo sustainability strategy, initiatives, updates and targets embedded in its sustainability plan, considering industry best practices and the global ESG trends. To promote a corporate governance model attentive to all stakeholders and to emerging needs and impactful trends, Brembo: (i) monitors governance principles and models adopted at European and international level that represent best practices in corporate governance; and (ii) reviews analysis from leading observatories in Italy and abroad and benchmarks them against its structural and organizational elements for continuous improvement.
Brembo’s Corporate Governance System is inspired by, and implements, the recommendations issued by the Dutch Corporate Governance Committee, incorporated in the BoD Regulations and Committee rules. The BoD is responsible for the continuity of the company and its affiliated enterprises and for creating sustainable, long-term value, considering impacts on people and the environment and weighing relevant stakeholder interests; long-term sustainability is a key consideration when determining strategy and making decisions. The BoD (particularly the Executive Directors) develops a view on sustainable long-term value creation and formulates a strategy and specific objectives accordingly. Brembo’s commitment to sustainable success is also formalized in the bylaws (Article 4 “Purpose”).
Based on an adequate preliminary analysis, the Audit, Risk and Sustainability Committee supports the BoD in evaluations and decisions concerning the internal control and risk management system, sustainability matters and stakeholder engagement; it analyzes and provides opinions on sustainability policies, procedures, guidelines and goals linked to social and environmental aspects, monitors international sustainability initiatives; opines on identification of main corporate risks (particularly ESG-related), and analyzes and assesses the Annual Report (including the Sustainability Statement) submitted yearly to the BoD for approval.
In May 2025, the BoD approved the Risk Appetite Framework and the update to the Guidelines on the Internal Control and Risk Management System, prepared respectively by the Chief Sustainability & Risk Officer and the Chief Internal Audit Officer, considering the Dutch Corporate Governance Code and best practices. In July 2025, the BoD approved the new human rights policy replacing Brembo’s Code of Basic Working Conditions, aligning with stakeholder expectations and reinforcing corporate values by defining organizational Guidelines and principles to protect and promote fundamental working conditions and human rights within the organization and among third parties. It also updated the Whistleblowing procedure to reflect practices developed following the Directive’s entry into force, relevant case law, and trade-association Guidelines. In November 2025, the BoD approved the Brembo Code of Conduct for the Development and Use of AI to mitigate negative and/ or unpredictable effects — particularly on Fundamental Human Rights under the EU Charter of Fundamental Rights —, as well as to safeguard data security and accuracy, and the integrity and fairness of outcomes.
GOV-3 SUSTAINABILITY-DRIVEN INCENTIVE SCHEMES
The remuneration policy for 2025–2027 support sustainable growth and long-term value creation through ongoing assessment of individual and company performance, with the objective of maintaining high levels of profitability and productivity across the Group. Brembo also ensures that its policies reflect corporate values and business strategy, are competitive in the relevant market, and are fair to all employees.
Brembo maintains both a Short-Term Incentive Plan (STIP) and a Long-Term Incentive Plan (LTIP), each designed by the Remuneration and Appointment Committee and approved by the Board of Directors. On 18 March 2025, acting on a proposal from the Committee, the Board approved the parameters of the new STIP, effective from 2025. The plan aligns beneficiaries’ conduct and motivates the achievement of ambitious annual targets consistent with Brembo’s philosophy of sustainable growth, respect for stakeholders, and a commitment to excellence.
The 2025 STIP system provides for an entry gate relating to the Group EBITDA in absolute terms. This on/off mechanism entails payment of the final payout only if operating and financial performance meets targets. Conversely, if the entry gate is not reached, the system is not activated, resulting in non-payment of monetary incentives, regardless of whether the objectives in each STIP form are reached.
2025 Brembo Annual Report 46 Index
| 1. | Letter from the Executive Chairman |
|---|---|
| 2. | Vision and Mission |
| 3. | Corporate Highlights |
| 4. | Directors’ Report |
| 5. | Sustainability Statement |
| | Corporate Governance |
| | Financial Statements |
The 2025-2027 LTIP is a pure monetary plan allowing participants to accrue a long-term incentive if the LTIP objectives are met. The reward component of the pay- out curve is offset by the fact that for values below the entry point (corresponding to performance in line with the reference targets), no payment proportional to the performance objective shall be paid. The LTIP objectives are designed to reward the Group’s financial and capital solidity, in line with the business plan and the recent results in financial performance and productivity recovery. Targets are defined to reflect Brembo’s ambition in relation to the new Business Plan and to ensure the company’s long-term success and sustainability while considering the complex and demanding context.
For the 2025 STIP, quantitative objectives assigned to the beneficiaries were identified and broken down according to different criteria that, in continuity with the past, include the key drivers of ESG (Environmental, Social and Governance) factors. The ESG criteria are translated into a group sustainability index that constitutes 10% of the annual objective for Brembo’s Executive Directors, promoting a long-term sustainable business model.
LTIP achievement is tied to four Group Key Performance Indicators, one of which is again the group sustainability index (Group’s Carbon Footprint) at the end of the three-year period. The index $^{12}$ is defined as the Total amount of CO${2}$ emissions saved in the three years thanks to improvement actions (tons CO${2}$ e) divided by Base year’s Scope 1 and 2 CO${2}$ emissions (tons CO${2}$ e) x 100 where the Base year for the three-year period corresponds to 2024.
GOV-4 STATEMENT ON DUE DILIGENCE
Brembo has incorporated a due diligence process into its governance and business strategy through policies and procedures, focusing primarily on ESG analyses of suppliers, with attention to environmental and social factors, including human rights. In preparation for the upcoming implementation of the Corporate Sustainability Due Diligence Directive (CSDDD), the company is enhancing procedures and processes related to environmental and human due diligence.
The fundamental elements of due diligence are integrated into the Disclosure Requirements defined in ESRS 2 and in the following specific ESRS, as illustrated below:
| Key elements of the due diligence procedure | Sustainability Reporting Paragraphs |
|---|---|
| Integration of Due Diligence into Governance, Strategy and Business Model | ESRS 2 GOV-2 ESRS 2 GOV-3 ESRS 2 SBM-3 |
| Engagement of impacted stakeholders | ESRS 2 GOV-2 ESRS 2 SBM-2 ESRS 2 IRO-1 Specific ESRS: reflecting the different phases and purposes of stakeholder engagement. |
| Identification and assessment of negative impacts on people and the environment | ESRS 2 IRO-1 (including application requirements related to specific sustainability issues in the respective ESRS). ESRS 2 SBM-3 |
| Actions to address negative impacts on people and the environment | Specific ESRS reflecting actions and targets through which impacts and risks are managed |
| Tracking the effectiveness of the efforts and communication initiatives undertaken by Brembo | ESRS 2 GOV-2 ESRS S2-4 |
The outcome of the due diligence process is incorporated in the double materiality assessment.
GOV-5 RISK MANAGEMENT AND INTERNAL CONTROLS OVER SUSTAINABILITY REPORTING
In 2024, Brembo initiated the development of an internal control framework for sustainability reporting, focused on a set of ESRS requirements linked to social KPIs. The initiative included mapping processes, aligning with established financial reporting controls, as well as reviewing reporting software and systems, supporting documentation, and related sustainability data.
Brembo is extending the internal control system over sustainability information, covering social processes for Brembo N.V., Environmental and Governance processes across the entire Group perimeter, with the goal of including all relevant entities by 2027. The roadmap includes mapping requirements and KPIs, technical validation of definitions, methodologies and systems, compliance activities, and a testing program across the perimeter.
$^{12}$ Data used for calculation purposes include within the reporting boundary also Brembo SGL Carbon Ceramic Brakes S.p.A. (BSCCB S.p.A.), a joint venture between Brembo and SGL Group.In this context, in 2025, Brembo expanded the scope of 2024 internal control framework to additional sustainability KPIs, enhancing the disclosure’s robustness, traceability, and reliability. Controls have been identified for Environment & Energy (E&E) and Health & Safety (H&S) processes and related KPIs (e.g., greenhouse gas emissions – Scopes 1, 2, and 3 – energy consumption, waste management, water cycle management, air emissions management, and occupational safety). Some integrated processes will be subject to the audit campaign starting in April 2026 to verify the robustness of procedures and the quality of data. This strategic initiative will enhance the reliability and robustness of sustainability data, enabling Brembo to meet both internal organizational needs and legislative requirements with a structured approach.
2025 Brembo Annual Report 47
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
Moreover, the scope and features of the internal control system will ensure the integrity and accuracy of sustainability reporting through annual assessment. Brembo's risk assessment methodology under ERM framework takes into account and is informed by the principles of ISO 31000, in accordance with international best practices. For each risk (including Sustainability Reporting risks) items are reported and identified: risk context, risk scenario and mitigation measures to prevent, control and transfer risk. Through a top-down risk mapping process, Brembo assesses at least once a year the main risks of the Group on both short-term and medium-term horizons, involving all GBUs, GCFs, areas and main geographies. The result is the annual ERM risk register, reviewed by key governance and control roles/ functions, including the Chairman, CEO, Internal Audit, Audit, Risk and Sustainability Committee and the Board of Directors. Internal Audit GCF considers ERM results in developing the annual audit plan which is defined in a “risk based” approach[^13]. Twice a year, Internal Audit GCF discloses to the Board the overall result of its analysis and submits a report explaining their conclusions on the Internal Control System. Every two months, Internal Audit GCF reports to the ARS Committee to analyze the outputs of each activity performed. Brembo’s internal control system for Sustainability Reporting will be grounded in the principles of the COSO Internal Control— Integrated Framework, which encompasses the Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring Activities. This framework, complemented by the “Achieving Effective Internal Control Over Sustainability Reporting (ICSR)” (March 2023), guides Brembo’s approach. Under the COSO Framework, the mapping process on social KPIs was executed in two main steps: A comprehensive mapping of the reporting process was undertaken, starting from the initial data collection to the final integration of data into the Sustainability Statement, ensuring all intermediary phases were included. Identification of risks that could potentially compromise the integrity of sustainability data. The existing mitigation measures were evaluated, and any unmitigated risks were given the highest level of priority, taking precedence over risks that were already partially or completely mitigated. Primary risks identified included computational inaccuracies, erroneous data validation, and flawed data consolidation. To counter these risks, Brembo introduced specific controls and designated control owners to verify and correct processes susceptible to risk. Brembo is actively working on the integration of the control matrix that emerged from the internal control framework related to ESRS, into its pre-existing Internal Control and Risk Management System (ICRMS). This strategic move aims to embed sustainability reporting into the core responsibilities of Brembo’s internal areas, enhancing the overall governance framework.
[^13]: For more information on the identification and evaluation of sustainability risks, please refer to the Double Materiality methodology.
SBM-1 STRATEGY, BUSINESS MODEL AND VALUE CHAIN
Brembo is the world leader and acknowledged innovator in the development of braking solutions for automotive vehicles. It operates in 21 countries on 4 continents through its production and business sites, employing over 14,000 employees worldwide.
| Country | u.m. | 2025 | 2024 |
|---|---|---|---|
| Australia | n. | 6 | - |
| Brazil | n. | 266 | 231 |
| China | n. | 1,947 | 2,016 |
| Czech Republic | n. | 1,335 | 1,264 |
| Denmark | n. | 143 | 129 |
| France | n. | 4 | - |
| Germany | n. | 36 | 11 |
| India | n. | 1,422 | 1,272 |
| Italy | n. | 3,570 | 3,595 |
| Japan | n. | 26 | 27 |
| Mexico | n. | 1,761 | 1,868 |
| Norway | n. | 2 | 2 |
| Poland | n. | 2,364 | 2,446 |
| Russia | n. | 2 | 2 |
| Spain | n. | 470 | 538 |
| Sweden | n. | 263 | - |
| Switzerland | n. | 1 | - |
| Taiwan | n. | 6 | - |
| Thailand | n. | 159 | - |
| UK | n. | 178 | 181 |
| USA | n. | 778 | 742 |
| Total | n. | 14,739 | 14,324 |
Brembo’s reference market is represented by the most important manufacturers of cars, motorcycles, commercial vehicles, racing cars and motorcycles to whom the Group offers a wide range of products and services. Brembo’s reference market comprises the world’s leading manufacturers of cars, motorcycles, commercial vehicles, and racing vehicles. A constant focus on innovation, together with continuous technological and process development—core elements of Brembo’s philosophy— has enabled the Group to achieve a strong international leadership position in the research, design, and production of high-performance braking systems for a wide range of road and racing applications. Brembo operates in both the original equipment and aftermarket segments. For car and commercial vehicle applications, its product portfolio includes brake discs, brake calipers, the single-wheel module and, increasingly, complete braking systems supported by integrated engineering services, all contributing to the development of new vehicle models. In addition to brake discs and calipers, Brembo supplies motorcycle manufacturers with brake master cylinders, light-alloy wheels, brake hoses, and complete braking systems. In the car aftermarket, the offering includes brake discs, pads, drums, brake hoses, drum-brake kits, and hydraulic components. Following the acquisition of a 100% stake in Öhlins, Brembo has further expanded its product portfolio by integrating high-performance suspension technologies for motorcycles and cars. In 2025, Brembo accelerated sustainable and digital innovation, driving the transition toward high-tech
2025 Brembo Annual Report 48
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
solutions that enhance performance while reducing environmental impacts. Guided by sustainability and evolving regulatory frameworks, the Group advanced OEM offerings for both electric and combustion vehicles and track applications. A key outcome was the Greentell Set, presented at Auto Shanghai, the brake solution that reduces particulate matter from braking friction by up to 90% compared to traditional products. Featuring a nickel-free double coating (LMD), the Greentell Set combines durability and safety across multiple vehicle platforms, anticipating stricter standards on non-exhaust emissions. These developments strengthen Brembo’s leadership in performance and environmental responsibility, contributing to improved product sustainability during the vehicle use phase. Given the diversity of services and products, Brembo Group is characterized by a particularly complex value chain structured in distinct key phases that include upstream activities, the Group’s direct operations and the downstream use and end-of-life of the product. None of these phases includes the following sectors: fossil fuel, chemicals production, controversial weapons, or the cultivation and production of tobacco.
VALUE CREATION
The Group’s value-creation model is built on the design, development, manufacturing, and marketing of high- performance braking systems for three main segments: vehicle manufacturers (automotive and motorcycle OEMs), aftermarket and motorsport. The value proposition integrates safety, performance, quality, design, and sustainability, promoting weight reduction, the use of recycled materials, and energy efficiency, with the goal of reducing environmental impact across the product lifecycle.
Upstream procurement: the first phase of Brembo’s value chain involves the sourcing of materials and services. Brembo procures raw materials such as aluminum, pig iron, and other essential materials like coke, graphite, calcium carbonate and other chemical additives. These materials are sourced either from direct extraction activities or through the direct purchase of recycled materials, such as scrap metal. In addition to raw materials, Brembo’s upstream phases also involve the purchase of finished products and services, including brake pads, seals, springs, packaging, cutting tools and outsourced services like painting and treatments.
Direct design, development, and production: the next phase includes the Group’s direct activities, such as design, development, and production of finished products. Brembo invests significantly in Research & Development to continuously innovate and improve its products, including activities like road testing for product development. The melting of raw materials is a critical step where metals are melted to be transformed into components. These components are then machined and assembled through production lines. The efficiency and coordination of production are ensured by office and back-office activities.
Direct sales: once production is complete, the products are sent to various customers. The main buyers include automotive and two-wheeler manufacturers.Additionally, Brembo sells its products to ITG, distributors, spare parts dealers, mechanics, and tuners for aftermarket activities and car and motorcycle upgrades. The products are also available through web channels, further expanding market reach.
Downstream use and end-of-life of the product: the final phase of the value chain concerns the use and end-of-life of the product. Brembo braking systems are used by end-users, ensuring them high performance and safety. Brembo’s braking systems are recognized in the market for their high levels of performance, quality, and reliability. Integrating circular economy principles across the value
2025 Brembo Annual Report 49
Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
chain improves the products’ ESG performance, thanks to the use of recycled materials where possible; designing for durability, maintainability, and materials recyclability, adopting energy-efficient production processes, supported by decarbonization initiatives reduce environmental impacts across the life cycle, promote road safety, and create shared value for customers, investors, and communities. The Group has established the sustainability plan “Turning Sustainability into Action”, which defines challenging and verifiable objectives related to material issues. Company's GBU/GCF and Sustainability Committee set and review sustainability objective and periodically monitor its progress, supported by an information tool to ensure monitoring objectivity. Objectives have a target year, and their updated progress is presented annually for adjustment if necessary.
SBM-2 ENGAGING STAKEHOLDERS FOR SHARED UNDERSTANDING
Brembo believes that stakeholder engagement is key to its business and contributes to sustainable long- term value creation. Over the reporting year, the Group has established an active and ongoing dialogue with internal and external stakeholders based on the values of transparency, trust and consensus in decision-making. Thanks to this dialogue, the Group can obtain important information on the reference context and feedback on operations, enabling continuous improvement of the Group’s environment and social impacts. Through this process of listening and discussion, Brembo assesses how well it understands and satisfies stakeholder expectations and identifies areas to strengthen its commitment or confirm its approach. Within this framework, in 2025 an overview of the main ESG indices issued by leading rating agencies was presented to the Audit, Risk and Sustainability Committee. The form of dialogue varies by topic and stakeholder type. The table below summarizes stakeholder engagement; for further information please refer to the stakeholder engagement policy.
| Stakeholder | Relationships | Engagement channels and activities | Purpose | How the outcome is taken into account |
|---|---|---|---|---|
| Investors | The Group establishes and maintains a constant and open relationship with its current and potential shareholders, institutional and private investors, financial analysts, market players and, the financial community in general | Annual meeting | Feedback and support channels offered by the Investor Relations area | Meetings, roadshows, company visit and conference calls with analysts and investors |
| Corporate website and dedicated email accounts | Engagement survey on the relevance of material topics for Brembo | The Company is committed to promoting and sustaining an open and constructive dialogue with shareholders, investors, and analysts, ensuring clear and accurate communication regarding strategy, performance, and significant developments. Engagement with these stakeholders includes environmental, social, and governance (ESG) matters, which are considered essential to consolidate a sustainable corporate identity, integrated into operational activities and aimed | ||
| Customers | The Group engages customers through training and events and supports them via dedicated customer service channels | Daily activities and reports | Joint development programs | Customer support channels |
| Support and training network for Brembo expert professionals | Surveys to identify customers’ needs and expectations | Corporate website | ||
| The Group engages end users via social networks and customer service and feedback channels | Engagement survey on the relevance of material topics for Brembo | Dedicated events | ||
| With reliable and safe products and continuous product innovation, also in view of environmental performance, Brembo aims at maintaining and protecting the brand | This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach | |||
| 2025 Brembo Annual Report 50 | ||||
| Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. | ||||
| Stakeholder | Relationships | Engagement channels and activities | Purpose | How the outcome is taken into account |
| End users | The Group engages end users via social networks and customer service and feedback channels | Customer support channels | Monitoring and interaction on social networks | Feedback from vehicle and motorcycle manufacturers |
| Corporate website | Participation in trade fairs and events with engagement activities for new users and new generations | The aim is to provide them with safe and reliable products, information on the maintenance of braking systems and customer support services to fulfil their needs and expectations | ||
| This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach | ||||
| Brembo employees | The Group counts on more than 14,700 employees worldwide with different backgrounds and experiences | Global engagement surveys and Pulse surveys | Industrial Relations | Internal communication channels (e.g., Red portal, MyB Magazine, Notice boards, Communication App) |
| Internal campaigns | Town Hall meetings | Communication and engagement regarding Group’s objectives and performance | ||
| Brembo’s strategy and business model are profoundly shaped by the interests, views, and rights of its employees. The aim is to maintain a safe, diverse and inclusive work environment, where people can pursue personal and professional growth. The Group has periodic discussions on related topics with the Company employee participation body, where applicable | This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach | |||
| Suppliers (workers in the value chain) | The Group relies on the contribution of many suppliers both for raw materials, components, indirect materials and services | Daily activities and reports | Engagement survey on the relevance of material topics for Brembo | Periodical surveys on specific topics |
| Supplier portal | Dedicated workshops and training on ESG | The aim is to work closely with them to guarantee compliance with environmental requirements, production improvements, safety, quality, production continuity, accompanying them towards an increasingly sustainable business | ||
| This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach | ||||
| Stakeholder | Relationships | Engagement channels and activities | Purpose | How the outcome is taken into account |
| Local communities | The Group contributes to its local communities by offering various engaging activities, programs, and partnerships and supports local cultural and social projects | Orientation and involvement of secondary school and university students, as well as targeted awareness and recruiting programs and initiatives | Relations discussions with the Public Administration | Plant visits |
| Social and cultural development activities | Social media | The aim of the engagement is to gain insights on how to support social development in the communities where Brembo operates | ||
| This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach | ||||
| Institutions | The Group interacts with international, national and local regulators by participating in international and national associations and with public decision-makers | Roundtables and initiatives involving discussion with institutions, at national and international level | Hearings before parliamentary committees by associations | The Group interacts with national and local regulators by participating to national and international associations, and with public decision-makers to ensure compliance with regulations and to discuss any relevant regulation developments |
| This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach | ||||
| Future generations | The Group values the wellbeing of the people and planet while doing business and devotes attention to natural resource preservation, circular economy and protection of ecosystems and biodiversity | Environmental associations advocacy and scientific community analysis campaigns’ monitoring | Orientation and involvement of secondary schools and university students and related recruiting programs | Launch of targeted engagement projects |
| Yearly incubator for innovative ideas powered by the new generations | The aim is to promote innovation, environmental awareness, and talent development to support social and environmental progress | This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach | ||
| 2025 Brembo Annual Report 51 | ||||
| Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. |
| Engagement channels and activities | Purpose | How the outcome is taken into account |
|---|---|---|
| Automotive market players The Group interacts with industry companies and competitors through advanced research projects for pre-competitive technological research in the sector | Participation in advanced research projects through Italian or European consortia The aim is to collaborate in advanced research projects through Italian or European consortia to promote shared innovation and technological development | This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach |
| Insurance companies The Group interacts with insurance companies to transfer the volatility of insurable risks | Visits to the Group’s plants by the insurer for property, environmental, and liability risk assessments Roundtables and periodic meetings Engagement survey on the relevance of material topics for Brembo The aim is to protect the Group from financial disruption especially in case of catastrophic losses | This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach |
| Trade associations The Group is a member of many trade associations around the world | Roundtables and initiatives involving discussion with institutions, at national and international levels Webinar Participation in themed committees of trade associations Hearings before parliamentary committees Engagement survey on the relevance of material topics for Brembo The aim is to keep up to date with best practices and trends, as well as deepen insight into emerging topics | This assessment helps identify areas where the Company can strengthen its commitment and those where it can reaffirm its current approach |
SBM-3 MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY AND BUSINESS MODEL
The Group’s strategy and business model are based on a value chain structured into distinct phases: sourcing materials (upstream); design, R&D, and manufacturing (direct activities); commercialization and after-sales services (downstream); as well as end-of-life product management, as described in SBM-1. In this context, Brembo has identified relevant IROs (impacts, risks, and opportunities) that are distributed across the various stages of the value chain, as shown in the table below.
IROs related to resources, labor practices in the supply chain, and biodiversity occur mainly in the upstream value chain; climate, energy, emissions, and waste management topics are concentrated in production activities; consumer safety and product responsibility lie in the downstream value chain; conduct and governance risks cut across the entire business model. To manage these aspects, the Group has established a risk assessment integrated into the ERM framework, which is updated annually and involves the functions responsible for the individual risk areas, as described in GOV-5.
The interaction between IROs and corporate strategy translates into concrete investment choices, updates to industrial plans, and operational measures. The measures include the decarbonization plan, the increasing purchase of renewable energy, energy-efficiency measures and process digitalization, the sustainable sourcing policy and supply chain auditing, through to product innovation aimed at reducing impacts across the life cycle. In addition, IROs inform the target setting process and their integration into short- and long-term incentive systems.
The table below and the dedicated sections of this document present, in a structured way, Brembo’s material IROs, their positioning along the value chain, and their time horizon. Progress and mitigation actions are periodically monitored and reassessed within the double materiality process to ensure the continuous adaptation of the business strategy to regulatory and market developments and stakeholder expectations.
The sustainability topics identified in the 2025 double materiality assessment reflect the sector’s priorities in terms of environmental and social impacts and appear consistent with the Group’s strategic approach. Confirming previous findings, climate change mitigation remains a strategic priority for Brembo, as does the management of regulatory risks related to vehicle emissions standards, pollution prevention, sustainable water management, biodiversity protection, and the transition to circular economy models. Respect for working conditions and human rights across the entire supply chain has again been recognized as a top-priority topic, given the Group’s dependence on supply chains characterized by the use of critical raw materials and associated supplier risks. Areas related to product quality and safety, innovation, and the management of relationships with distributors and customers also remain strategic, as they directly affect the Group’s reputation, business continuity, and legal liabilities. For the current reporting year, Brembo has identified risks according to the ERM methodology. Some risks have been evaluated as material under the double materiality assessment. None of these occurred with significant financial effect during the current reporting period.
T he Group has implemented actions to mitigate its impacts, risks, and opportunities, which are described in detail in the sections dedicated to the ESRS topics. The interests and views of Brembo’s key stakeholders have been considered in relation to the strategy and business model through the impact materiality assessment process, in which the main stakeholders expressed their opinions regarding the Group’s direct and indirect impacts. Furthermore, stakeholder input from the impact materiality assessment supported Brembo’s strategy and business model. The administrative, management, and supervisory bodies are informed about the views and interests of affected stakeholders regarding Brembo’s sustainability-related impacts through the presentation of the stakeholder engagement results to the Sustainability Committee and the Audit, Risk and Sustainable Committee as well as to the Board of Directors.
2025 Brembo Annual Report 52 Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| ESRS Topic | Sub-topic | IRO Name | Description | Type | Positive/Negative | Actual/Potential | Time horizon | Value chain |
|---|---|---|---|---|---|---|---|---|
| E1 – Climate Change | Energy | Excess energy and fossil-fuel use from missed efficiency measures. | Failure in implementing energy efficiency measures, or failure in using the most efficient technologies, can lead to excessive energy and fossil fuel consumption. | I impact – U O D | ||||
| Climate Change Adaptation | Increased greenhouse gas emissions across the value chain (Scope 3) caused by third-party transportation of company products and the production activities behind purchased services, materials, and finished products that rely on non-renewable energy and inefficient energy management. | Indirect emissions (Scope 3) come from the transportation of company products by third parties and the purchase of services, materials, and finished products from suppliers, which result in greenhouse gas emissions during their production activities due to the consumption of non-renewable energy sources and inefficiencies in energy consumption management. | I impact – U D | |||||
| Climate Change Mitigation | Increased greenhouse-gas emissions from own operations (Scope 1 and Scope 2) caused by the consumption of fossil fuels and purchased electricity for owned buildings and facilities, fuel combustion by the company fleet, and materials used during production phases. | Climate change is caused by greenhouse gas emissions generated by both direct and indirect activities. Direct emissions (Scopes 1 and 2) come from the consumption of fossil fuels and electricity for owned buildings and facilities, the combustion of fuels for the company fleet, and the materials used during production phases. | I impact – O | |||||
| Support for sustainable mobility and more circular resource use enabled by the development of innovative products designed from the outset with eco-sustainable and circular principles. | Brembo is committed to strengthening the development of innovative products, designed from the outset with an eco-sustainable and circular design, in favour of sustainable mobility. | I impact + O | ||||||
| Business interruption and asset damage deriving from climate-aggravated catastrophic events, disrupting production and/or physical/technological infrastructure. | Increased exposure to catastrophic events following climate change, and the related unavailability of infrastructure, physical and technological (production stoppages, IT infrastructure issues): Climate change can heighten the risk of catastrophic events such as floods, storms, and wildfires. These events can disrupt production and damage physical assets (including IT infrastructure), resulting in extra costs and possible business interruption). | R risk | U D | |||||
| Increased operational costs and process adjustments deriving from external factors (new government regulations or stakeholder pressures) imposing new or revised sustainability targets. | External factors imposing changes/new Sustainability-related objectives: External factors, such as new government regulations or stakeholder pressures, may require Brembo to adopt new sustainability objectives or modify existing ones. These changes could necessitate significant investments and adjustments to business processes, increasing operational costs. | R risk | U D | |||||
| Loss of awards/revenue and reputational harm deriving from failing to meet clients’ Net Zero expectations and carbon-reduction requirements. |
In case of failure in meeting clients’ expectations regarding carbon reduction, Brembo may lose contractual awardings and/ or suffer reputational damage, negatively impacting sales and growth. R risk U D
Reduction or interruption of client partnerships deriving from negative outcomes in client-conducted sustainability audits. Potential negative outcome from sustainability audits conducted by clients: Obtaining negative results in client audits regarding sustainability aspects represents a risk for Brembo, as it can undermine client relationships and leading to a reduction or interruption of the partnership. R risk O
Value chain:
| Time horizon : | Upstream | Own Operations | Downstream |
|---|---|---|---|
| U | O | D | |
| Positive | Negative | Potential | Actual |
| + | – |
2025 Brembo Annual Report 53
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| ESRS Topic | Sub-topic | IRO Name | Description | Type | Positive/Negative | Actual/Potential | Time horizon | Value chain |
|---|---|---|---|---|---|---|---|---|
| E1 – Climate Change (follow) | Climate Change Adaptation | |||||||
| Climate Change Mitigation (follow) | New customers, market-share growth and stronger sustainability reputation deriving from investments in sustainable technologies and the development of low-impact products aligned with growing demand for “green” products. | Opportunities related to the growing demand for "green" products: By investing in sustainable technologies and developing low-impact products, Brembo can attract new customers, increase market share and enhance its reputation as a sustainability leader. | O opportunity | O | ||||
| E2 – Pollution | Pollution of air | Air pollution caused by emissions of carbon monoxide (CO), nitrogen oxides (NOx), fine particulate matter (PM), hydrogen sulphides (H2S) and sulphur oxides (SOx) from the production of components for braking systems of cars, motorcycles and commercial vehicles. | The production processes of components for braking systems of cars, motorcycles and commercial vehicles generate polluting emissions such as carbon monoxide (CO), nitrogen oxides (NOx), fine particulate matter (PM), hydrogen sulphides (H2S) and sulphur oxides (SOx) which can potentially harm the environment. | I impact | – | |||
| Fines, refunds, extra costs and customer relationship impacts deriving from regulatory non-conformities of a Brembo product (including when caused by a supplied component), for example in terms of emissions. | Potential regulatory non-conformity of a Brembo product: In case of a non-conformity of a product, for example in terms of emissions, Brembo may be exposed to extra costs, refunds, fines and interruptions to the customer's business. The same exposure would occur also in the case that such non-conformity is caused by a supplied component. | R risk | O | |||||
| Pollution of water | Pollution of water resources caused by discharges of pollutants from cast-iron and aluminium processing and/or painting processes in the production of braking systems. | The production processes of braking systems could discharge pollutants deriving from the processing of cast iron and aluminium and/or from the painting process. These discharges may cause pollution of water resources, resulting in damage to the environment and potential risks to human health. | I impact | – | ||||
| Activity suspension, decontamination costs and potential legal liabilities deriving from environmental pollution caused by an accidental event (e.g., fire) at a Brembo plant. | Environmental pollution following an accidental event: In case of an accidental event (e.g. a fire) taking place at a Brembo's plant, environmental pollution may occur a consequence. In such cases, the competent authority could impose the interruption of activities thus leading to extra costs for decontamination and potential legal liabilities. | R risk | O | |||||
| Substances of concern | Substances of very high concern | Potential harm to human health caused by worker exposure to hazardous and highly hazardous chemicals (SVHCs) during the manufacturing process of car brakes. | Exposure to hazardous and highly hazardous chemicals may result in harm to human health. Exposure to SVHCs in car brakes can occur during the manufacturing process. Workers handling these components may be at risk of exposure to hazardous chemicals, leading to health issues. | I impact | – | |||
| E3 - Water and marine resources | Water | Reduced water availability caused by water use in braking-system production processes, particularly in water-stressed areas. | The processes of producing braking systems could in general contribute to reduce the availability of water, particularly in areas of water stress. | I impact | – | |||
| Reduced water availability caused by water use across processes in water- stressed areas. | The processes could in general contribute to reduce the availability of water, particularly in areas of water stress. | I impact | – | U | ||||
| E4 - Biodiversity and ecosystems | Direct impact drivers of biodiversity | Deforestation, air and water pollution, land consumption, and pressure on virgin raw materials and natural ecosystems caused by poor management of mining activities for bauxite (for aluminium), graphite, coke, and calcium carbonate. | Poor management of mining activities (Bauxite for aluminium, Graphite, Coke, Calcium Carbonate) can contribute to deforestation, air and water pollution. In addition, the surface extension of the extraction sites involves land consumption. Finally, the supply of these raw materials, if managed in an unsustainable way, could affect the availability of virgin raw materials and natural ecosystems. | I impact | – | U |
Value chain:
| Time horizon : | Upstream | Own Operations | Downstream |
|---|---|---|---|
| U | O | D | |
| Positive | Negative | Potential | Actual |
| + | – |
2025 Brembo Annual Report 54
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| ESRS Topic | Sub-topic | IRO Name | Description | Type | Positive/Negative | Actual/Potential | Time horizon | Value chain |
|---|---|---|---|---|---|---|---|---|
| E5 - Circular economy | Resources inflows, including resource use | Increased consumption of non-renewable natural resources caused by the metals required to manufacture brake discs and pads in braking-system production. | The production of braking systems affects the environment due to the consumption of non-renewable natural resources, such as the metals needed for manufacturing of brake discs and pads. | I impact | – | |||
| Depletion of mineral reserves caused by the extraction and processing of metals for braking systems, which remove resources from the subsoil. | The production of braking systems affects the environment due to the consumption of non-renewable natural resources, such as the metals needed for manufacturing of brake discs and pads. The extraction and processing of these metals require the removal of large amounts of resources from the subsoil, leading to the depletion of mineral reserves. | I impact | – | U | ||||
| Business interruption deriving from unavailability of raw materials/ components caused by unstable international geopolitical context that strains global supply chains. | Unavailability of raw materials/components due to emerging regulatory requirements: The unstable international geopolitical context could lead to challenges in global supply chains, thus potentially compromising the supply of raw materials for Brembo plants with consequent business interruption. | R risk | U | |||||
| Competitive advantage, access to new markets, improved margins and greater attractiveness to ESG-sensitive OEMs deriving from higher secondary aluminum content in calipers achieved through structured collaboration with suppliers. | Potential competitive advantages, access to new markets, improved margins, and increased attractiveness to OEM customers sensitive to ESG criteria, thanks to the increased content of secondary aluminum in calipers, achieved through structured collaboration with suppliers. | O opportunity | U | |||||
| Resource outflows related to products and services | Savings in virgin raw materials and extended product life cycles caused by using scrap as the main raw material. | The use of scrap as the main raw materials leads to savings in virgin raw materials and incentive the circular economy, extending the life cycle of products. | I impact | + | ||||
| Waste | Pollution, degradation of natural resources, and damage to biodiversity caused by poor or uncontrolled waste management affecting air, water, and soil. | Poor waste management could have a negative impact on the environment, in particular on air, water and soil. Uncontrolled waste management can cause pollution, degradation of natural resources and damage to biodiversity. | I impact | – | ||||
| Pollution, degradation of natural resources, and damage to biodiversity caused by poor or uncontrolled waste management along the value chain affecting air, water, and soil. | Poor waste management of along the value chain could have a negative impact on the environment, in particular on air, water and soil. Uncontrolled waste management can cause pollution, degradation of natural resources and damage to biodiversity. | I impact | – | |||||
| Resource outflows related to products and services | Fines, refunds, extra costs and customer relationship impacts deriving from regulatory non-conformities of a Brembo product (including when caused by a supplied component), for example in terms of emissions. | Potential regulatory non-conformity of a Brembo product: In case of a non-conformity of a product, for example in terms of emissions, Brembo may be exposed to extra costs, refunds, fines and interruptions to the customer's business. The same exposure would occur also in the case that such non-conformity is caused by a supplied component. | # Risk and Opportunity Value Chain Analysis |
| Value chain: | Time horizon: | Upstream | Short | Medium | Long |
|---|---|---|---|---|---|
| Own Operations | Downstream | U | O | D | |
| Positive | Negative | Potential | Actual | + | – |
2025 Brembo Annual Report 55
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| ESRS Topic | Sub-topic | IRO Name | Description | Type | Positive/Negative | Actual/Potential | Time horizon | Value chain |
|---|---|---|---|---|---|---|---|---|
| S1 - Own workforce | Working conditions | R risk | O | Workplace injuries and occupational diseases caused by braking-system manufacturing activities, particularly in production plants. The activities for the manufacturing of braking systems, particularly in production plants, expose workers to risks of workplace accidents and/or occupational diseases. | I impact | – | Potential | O |
| R risk | O | Reputational and operational risk deriving from workplace incidents affecting employees’ health and safety. Employees’ health and safety: Reputational and operational risks for the Group, associated with the occurrence of incidents in the workplace. | O | |||||
| Equal treatment and opportunities for all | R risk | O | Reputational damage and financial repercussions deriving from violations of the human rights of Brembo’s own workforce within its operations. Respect of Human rights: Brembo identified and implemented specific processes to prevent the risks of human rights violations in its own operations. Failure to comply may lead to significant consequences in terms of reputational damage, fines of loss of business. | O | ||||
| O opportunity | O | Enhanced people development and growth enabled by significant investment in training, health and safety, diversity, equity and inclusion. The Group significantly invests in employee training, delivering numerous hours of training on technical skills and competences, organizational behaviors, health and safety, and the culture of diversity, equity, and inclusion, thereby enhancing people development and growth. | I impact | + | Potential | O | ||
| O opportunity | O | Stronger business continuity through lower turnover and preserved critical capabilities deriving from continuous upskilling/reskilling and structured engagement and recognition programs that foster belonging. Strengthened business continuity through a skilled, committed, and stable workforce: continuous upskilling and reskilling—paired with structured engagement and recognition programs that foster belonging—reduces turnover and preserves critical capabilities. | O | |||||
| Other work-related rights | O opportunity | O | Adverse effects on employees’ human rights caused by the absence of adequate practices to respect huma n rights across the Group. In case the Group does not implement adequate practices regarding the respect of human rights, there could be a risk of negatively impacting employees. | I impact | – | Potential | O | |
| O opportunity | O | Deterioration in employee wellbeing and working conditions, with increased staff turnover, caused by failure to ensure minimum wage compliance and employee welfare. If the Group fails to ensure compliance with minimum wage requirements and employee welfare, this would lead to a deterioration in employee wellbeing and working conditions, resulting in increased staff turnover. | I impact | – | Potential | O | ||
| O opportunity | O | Discrimination and denial of fair treatment, remuneration, and benefits for employees and non-employees caused by non-compliance with Group practices, policies, and codes. In case of non-compliance to Group practices, policies and codes (e.g. Code of Ethics, human rights policy, policy on non-discrimination and diversity) there is a risk of a negative impact on both employees and non-employees on topics such as discrimination and denial of fair treatment, remuneration, benefits. | I impact | – | Potential | O | ||
| O opportunity | O | Privacy violations and loss of sensitive employee data caused by failures of digital security systems leading to data breaches and cyberattacks. A potential failure of digital security systems can expose the Group to data breaches and cyberattacks, potentially causing privacy violations and loss of sensitive employee data. | I impact | – | Potential | O | ||
| O opportunity | O | Reputational and financial damage—with compensation, legal and IT restoration costs deriving from the loss of sensitive employee data following a cyberattack. The loss of sensitive employee data following a cyberattack is a potential risk for Brembo from a reputational and financial perspective, leading to costs for compensation, legal actions, and restoration of IT system restoration, where necessary. | R risk | U | D |
| Value chain: | Time horizon: | Upstream | Short | Medium | Long |
|---|---|---|---|---|---|
| Own Operations | Downstream | U | O | D | |
| Positive | Negative | Potential | Actual | + | – |
2025 Brembo Annual Report 56
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| ESRS Topic | Sub-topic | IRO Name | Description | Type | Positive/Negative | Actual/Potential | Time horizon | Value chain |
|---|---|---|---|---|---|---|---|---|
| S2 - Workers in the value chain | Working conditions | I impact | – | U | D | Injuries and occupational diseases among client/supplier workers (including chronic and mental health issues) caused by inadequate working conditions along the upstream and downstream value chain, such as unsafe machinery and stressful, unsafe environments. Inadequate working conditions along the upstream and downstream Group Value Chain can lead to client/supplier workers’ injuries or occupational diseases, including physical harm from unsafe machinery, chronic health issues, and mental health problems due to stress and unsafe workplace environments. | ||
| Equal treatment and opportunities for all | R risk | U | D | Reputational damage and financial repercussions deriving from suppliers’ non-adherence to human-rights working conditions set out in the Supplier Code of Conduct for Responsible Business. Respect for human rights within the supply chain, in line with Supplier Code of Conduct for Responsible Business: If Brembo’s suppliers do not adhere to the working conditions established by the Sustainable Procurement Policy, such as safety standards, fair labor practices, and acceptable working environments, they may be deemed unsuitable for collaboration. This could expose Brembo to reputational damage and financial repercussions. | ||||
| O opportunity | U | D | Greater operational resilience and supply-chain performance (lower logistics costs, quicker deliveries, reduced disruption risk, better continuity/efficiency/ quality) deriving from developing competitive, qualified local suppliers and a partnership-based approach. Stronger operational resilience and supply chain performance by developing qualified local suppliers and fostering partnerships, reducing costs and risks while improving continuity, efficiency, and quality.: 'Enhanced operational resilience and supply chain performance through the development of competitive, qualified local suppliers and a partnership-based approach, leading to lower logistics costs, faster delivery times, reduced risks from global supply chain disruptions, strengthened production continuity, optimized processes, and improved quality of materials and components. | |||||
| Other work-related rights | I impact | – | U | D | Discrimination of supplier employees caused by suppliers’ lack of adequate practices to ensure equal opportunities, diversity and inclusion, exposing workers to discrimination based on gender, ethnicity, religion, disability or sexual orientation. In the event that suppliers do not implement adequate practices to guarantee equal opportunities, diversity and inclusion within their workforce, their employees may be exposed to discrimination based, inter alia, on gender, ethnicity, religion, disability, or sexual orientation. | |||
| I impact | – | U | D | Violations of workers’ rights and improper labor practices caused by insufficient monitoring of human-rights compliance along the Group’s complex, geographically dispersed value chain, particularly during primary materials production and in certain geographies . Along the complex and geographically dispersed value chain of the Group, in case of lack of monitoring of human rights compliance, improper labor practices and violations of workers’ rights may occur, in particular during the phases of primary materials production and in certain specific geographies where Brembo’s suppliers are located. | ||||
| I impact | + | U | Reduced social impacts in the supply chain enabled by Brembo’s selection and engagement of suppliers on environmental and social criteria, promoting adoption of best available practices. Brembo positively contributes to the development of a sustainable supply chain in the automotive sector through the selection and engagement of its suppliers on environmental and social criteria. This method of involvement is aimed at enhancing suppliers’ adoption of the best available practices, reducing them environmental and social impacts. |
| Value chain: | Time horizon: | Upstream | Short | Medium | Long |
|---|---|---|---|---|---|
| Own Operations | Downstream | U | O | D | |
| Positive | Negative | Potential | Actual | + | – |
2025 Brembo Annual Report 57
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements## IRO-1 DOUBLE MATERIALITY ASSESSMENT
To define material sustainability topics and determine the contents of this sustainability report, Brembo conducted a double materiality analysis in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). This analysis forms the basis for identifying material topics through the mapping of impacts, risks and opportunities (hereinafter “IROs”) that the Brembo Group generates for stakeholders, the environment and people, as well as the effects on the Group arising from environmental and societal changes.
The adopted methodology enabled a structured and systematic identification of the principal IROs associated with the most relevant environmental, social and governance topics for the Group’s direct operations and across its value chain. The Double Materiality analysis is grounded in Brembo’s Enterprise Risk Management procedures, including due diligence, and active engagement with internal and external stakeholders.
According to ESRS, a sustainability topic may be material from one or both of the following perspectives:
Impact perspective: A topic is material when it relates to actual or potential, positive or negative impacts of the Company on people or the environment over the short, medium and long term; such impacts may originate from activities under the Company’s direct control and/or along its value chain.
Financial perspective: A topic is material if it causes, or may cause, significant financial effects for the Company, whether negative (risks) or positive (opportunities); these risks and opportunities can arise from activities under the Company’s direct control and/or along its value chain.
Consequently, the Group’s double materiality analysis, described below, defined the material sustainability topics. The double materiality assessment is a continuous, Group-wide process covering all Brembo business areas and sectors; as a dynamic exercise, it may evolve in response to changes in corporate structure, stakeholder expectations, regulatory developments, improvements in risk management, or other organizational needs.
IMPACT MATERIALITY
To identify the material sustainability topics, the Brembo Group began by mapping and assessing the impacts that Brembo and its value chain generate on people and the environment. The process was structured in the following phases:
- Understanding the context in which the Group operates, including activities performed, business relationships, and geographies. In defining the Group’s material impacts on people and the environment, the following were considered:
- All production activities performed, as detailed in the previous paragraph Disclosure Requirement “SBM-1 - Strategy, business model and value chain".
- The most significant business relationships of the Brembo Group, as detailed in the previous paragraph Disclosure Requirement “SBM-1 - Strategy, business model and value chain".
- Identification of the actual and potential impacts of the Group, also through engagement with its stakeholders. Brembo conducted specific stakeholder engagement activities to receive input on material impacts. The engagement of internal and external stakeholders within the Group has been fundamental to the sustainability approach, allowing management to identify material topics and define a sustainability strategy aimed at the continuous improvement of performance. For a detailed overview of the Brembo Group’s stakeholders and the methods of engagement, please refer to the previous paragraph. Disclosure Requirement “SBM-2 - Engaging stakeholders for shared understanding ".
- Assessment of the relevance of the impacts and their prioritization.
Regarding the assessment of negative and positive impacts, two different evaluation scales were used:
Negative impacts
Negative impacts were prioritized based on their likelihood of occurrence and their severity, determined by the combination of:
* Scale
* Scope
* Irremediability
In general, Scale indicates how severe an impact is; Scope indicates the breadth of the impact in terms of the stages of the value chain in which it occurs; Irremediability indicates how difficult it is to remedy a negative impact. In the case of negative impacts, whether potential or actual, that influence or could influence human rights, these were assessed in a manner that prioritizes the severity of the impact over its likelihood.
Positive impacts
Positive impacts were prioritized based on their likelihood of occurrence, as well as their scale and the scope in which they manifest
| ESRS Topic | Sub-topic | IRO Name | Description | Type | Positive/Negative | Actual/Potential | Time horizon | Value chain |
|---|---|---|---|---|---|---|---|---|
| S3 - Affected communities | Communities’ economic, social and cultural rights | Positive socio-economic spillovers caused by the Group’s national and international presence and the direct transfer of investments, technology, knowledge, and skills. The presence of the Group at the national and international level can contribute to the enhancement of positive external effects through the direct transfer of investments, technology, knowledge, and skills. | I impact | + | O | U D | ||
| S3 - Affected communities | Social development in host communities caused by donations and specific projects not related to the core business. The Group supports social development in the communities where it operates through donations or specific projects that are not related to its core business. | I impact | + | O | ||||
| S3 - Affected communities | Faster innovation and development of strategic skills (anticipation of technological trends) deriving from partnerships with universities and research centers. Acceleration of innovation and development of strategic skills, thanks to partnerships with universities and research centers, which enable the anticipation of technological trends and emerging skills. | O opportunity | U D | |||||
| S4 – Consumers and end- users | Personal safety of consumers and/or end-users | Threats to end-user safety caused by product nonconformity in braking systems, which are safety-critical components. Being braking system a safety component by definition, in case of product nonconformity the end-user’s safety may be threatened. | I impact | – | O | |||
| S4 – Consumers and end- users | Higher safety standards for end users enabled by R&D investments to develop innovative products that increase vehicle safety using Brembo components. Brembo invests in Research and Development activities to develop innovative products and lead to increased safety of vehicles using Brembo components, resulting in higher safety standards for end users. | I impact | + | O | ||||
| S4 – Consumers and end- users | Extra costs, recalls/warranty actions, and reputational or client-relationship impacts deriving from product defects detected on the market (including safety-related issues). Product liability and safety recalls: If a defect is detected once the product is on the market, it may result in one or more of the following consequences: product liability by the claims end-customer, safety recall campaign, warranty intervention (in case of a non-safety-related defect). The consequence for the Company would be an impact in terms of extra costs, reputation and/or relationship with clients. | R risk | ||||||
| S4 – Consumers and end- users | Reputational harm, penalties and adverse market reactions deriving from incorrect external/internal disclosures. External and internal communications: Incorrect disclosure could represent a risk for Brembo, as it can damage its corporate reputation, lead to penalties and negatively influence the market choices of end users and, consequently, clients. | R risk | ||||||
| S4 – Consumers and end- users | Higher sales and stronger business relationships deriving from increased brand awareness and improved reputation among consumers and OEMs, together with a reduction in product liability claims. Increase in sales and strengthening of business relationships thanks to an increase in brand awareness and an improved reputation among consumers and OEMs, along with a reduction in product liability claims. | O opportunity | ||||||
| G1 – Business conduct | Management of relationships with suppliers including payment practices | Economic difficulties and organizational stress on suppliers, caused by a combination of supplier-relationship practices (including payment practices), such as delays or onerous payment terms, high technical and logistics requirements, ESG compliance burdens, and stringent contractual clauses. Economic difficulties and organizational stress on suppliers, caused by a combination of supplier-relationship practices (including payment practices), such as delays or onerous payment terms, high technical and logistics requirements, ESG compliance burdens, and stringent contractual clauses. | I impact | – | O | |||
| G1 – Business conduct | More ethical and competitive business environment caused by the spread of anti-corruption principles and practices across the value chain through mandatory training and contractual codes and clauses. Spread of anti-corruption principles and practices across the value chain, fostering an ethical and competitive business environment through mandatory training and contractual codes and clauses. | I impact | + | O | ||||
| G1 – Business conduct | Corruption and bribery | Fines, penalties and other legal actions deriving from non-compliance with internal policies/procedures or local regulations, including potential fraud attempts and/or market abuse. Potential fraud attempts and/or market abuse due to non-compliance with internal policies/ procedures or local regulations: In case of non-compliance with laws and regulations, the Company may face potential legal and regulatory consequences. This may include fines, penalties, and other legal actions. | R risk |
| Value chain: | Time horizon: | Upstream | short | medium | long |
|---|---|---|---|---|---|
| Own Operations | |||||
| Downstream | |||||
| Positive | Potential | Actual | + | – |
2025 Brembo Annual Report 58 Index
- Letter from the Executive Chairman
- Vision and Mission
- Corporate Highlights
- Directors’ Report
- Sustainability Statement
- Corporate Governance
- Financial StatementsTherefore, if a negative impact has a low probability of occurrence but high severity, the assessment is still considered at the maximum level. Finally, the Brembo Group has divided impacts into four levels of relevance (as combination of magnitude and likelihood): not relevant, moderate, high, and very relevant. All the impacts that resulted as moderate or above have been considered material. For more details regarding the time horizons, please refer to chapter "BP-2 Basis for preparation". For more information on the impacts identified by the Brembo Group, please refer to Table 5 in the Disclosure Requirement SBM-3 - Material impacts, risks, and opportunities and their interaction with strategy and business model.
FINANCIAL MATERIALITY
The next phase involved the analysis of Financial Materiality, for which an outside-in approach was adopted. The analysis was conducted using two key documents: the ERM Report and the Climate Change Risk Assessment (CCRA). After examining all the risks listed in the documents, including physical and transitional risks that may affect the Group, those relevant to sustainability issues were selected. Similar risks were grouped together, and the aggregated risk was assigned the highest score among those given by Brembo to the individual risks.
2025 Brembo Annual Report 59
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
The process of identifying, assessing, and managing risks is closely integrated into the Group’s Enterprise Risk Management (ERM) framework, described in detail under section 4.4 Risk Management of 2025 Annual Report. The results of the ERM process are reported to Top Management, the Audit, Risk and Sustainability Committee, the Sustainability Committee, and the Board of Directors (BoD), ensuring adequate oversight and effective strategic alignment.
At the same time, a desk analysis was used to map and evaluate potentially relevant sustainability-related opportunities. This process included a comparative study of the best practices of peers and competitors, as well as a thorough analysis of the Group’s internal documentation (e.g., CCRA report) and strategic objectives. The work was supported by recognized national and international sources, such as SASB $^{14}$, MSCI $^{15}$ and the S\&P Global Sustainability Yearbook $^{16}$. The analysis was then integrated with risks and opportunities arising from Brembo’s impacts and dependencies. i.e. close relationships and interconnections between the Group suppliers, customers, resources, regulations, or other external entities on which Brembo relies for its operations and the achievement of its objectives.
Once all potential risks and opportunities were mapped, the evaluation process was conducted by aligning the Group risk assessment methodology with the Guidelines of the ESRS. Specifically, the evaluation of risks and opportunities was carried out based on the following two parameters:
Magnitude: meaning the impact of the potential occurrence of the risk or opportunity on the Group’s activities. The rating metric varies from minor to critical.
Likelihood: the probability of the risk occurring. The rating metric varies from remote to high.
For more details regarding the time horizons, please refer to chapter “BP-2 - Basis for preparation”. Unlike the criteria used for materiality thresholds in impact materiality, risks and opportunities have been divided into four levels of magnitude: minor, moderate, relevant and critical (in accordance with ERM methodology). Only risks and opportunities with Relevant and Critical magnitude have been identified as material regardless of their likelihood. For more information on the risks and opportunities identified by the Brembo Group, please refer to Table 5 in the Disclosure Requirement “SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model”.
$^{14}$ SASB: Sustainability Accounting Standards Board.
$^{15}$ Morgan Stanley Capital International.
$^{16}$ Standard & Poor’s Global.
| Topic | ESRS Disclosure requirement | Page |
|---|---|---|
| Page 2 – General Disclosure | BP-1| BP-2 Basis for preparation | 43 |
| GOV-1|GOV-2 Board of directors and committee structure | 43 | |
| GOV-3 Sustainability-driven incentive schemes | 46 | |
| GOV-4 Statement on due diligence | 47 | |
| GOV-5 Risk management and internal controls over sustainability reporting | 47 | |
| SBM-1 Strategy, business model and value chain | 48 | |
| SBM-2 Engaging stakeholders for shared understanding | 50 | |
| SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | 52 | |
| IRO-1 Double materiality assessment | 59 | |
| IRO-2 Disclosure requirements in ESRS covered by sustainability statements | 60 | |
| E1 – Climate Change | E1 GOV-3 Integration of sustainability-related performance in incentive schemes | 76 |
| E1 SBM-3 Climate change material impacts, risks and opportunities | 76 | |
| E1 IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities | 78 | |
| E1-1 Transition plan for climate change mitigation | 79 | |
| E1-2 Policies related to climate change | 79 | |
| E1-3 Actions and resources in relation to climate change policies | 81 | |
| E1-4 Targets related to climate change | 82 | |
| E1-5 Energy consumption and mix | 84 | |
| E1-6 Gross scopes 1, 2, 3 and total GHG emissions | 85 | |
| E1-7 GHG removals and carbon credits | 89 | |
| E1-8 Internal carbon pricing | 89 | |
| IRO-2 DISCLOSURE REQUIREMENTS IN ESRS COVERED BY SUSTAINABILITY STATEMENTS |
2025 Brembo Annual Report 60
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
| Topic | ESRS Disclosure requirement | Page |
|---|---|---|
| E2 – Pollution | E2 IRO-1 Pollution material impacts, risks and opportunities | 90 |
| E2-1 Policies related to pollution | 90 | |
| E2-2 Actions and resources related to pollution | 91 | |
| E2-3 Targets related to pollution | 91 | |
| E2-4 Pollution of air, water, and soil | 92 | |
| E2-5 Substances of concern and substances of very high concern | 93 | |
| E3 – Water and marine resources | E3 IRO-1 Water and marine resources material impacts, risks and opportunities | 94 |
| E3-1 Policies related to water | 94 | |
| E3-2 Actions and resources related to water | 95 | |
| E3-3 Targets related to water | 96 | |
| E3-4 Water consumption | 96 | |
| E4 – Biodiversity and ecosystems | E4-1 Transition plan and consideration of biodiversity | 97 |
| E4 SBM-3 Biodiversity material impacts, risks and opportunities | 97 | |
| E4 IRO-1 Biodiversity & ecosystem materiality assessment process | 97 | |
| E4-2 Policies related to biodiversity | 97 | |
| E4-3 Actions and resources related to biodiversity | 97 | |
| E4-4 Targets related to biodiversity | 98 | |
| E4-5 Impact metrics related to biodiversity and ecosystems change | 98 | |
| E5 – Circular economy | E5 IRO-1 Resource use and circular economy material impacts, risks and opportunities | 99 |
| E5-1 Policies related to resource use and circular economy | 99 | |
| E5-2 Actions and resources related to resource use and circular economy | 100 | |
| E5-3 Targets related to resource use and circular economy | 100 | |
| E5-4 Resource inflows | 101 | |
| E5-5 Resource outflows | 101 | |
| Topic | ESRS Disclosure requirement | Page |
| S1 – Own workforce | S1 SBM-3 Own workforce impacts, risks and opportunities | 105 |
| S1-1 Policies related to own workforce | 105 | |
| S1-2 Engaging with own workers and workers' representatives | 109 | |
| S1-3 Addressing negative impacts and employee concerns | 109 | |
| S1-4 Actions related to own workforce | 110 | |
| S1-5 Targets related to own workforce | 112 | |
| S1-6 Characteristics of Brembo’s employees | 113 | |
| S1-7 Characteristics of non-employees in Brembo’s own workforce | 114 | |
| S1-8 Collective bargaining coverage and social dialogue | 114 | |
| S1-9 Diversity | 115 | |
| S1-10 Adequate wages | 115 | |
| S1-13 Training and skills development | 115 | |
| S1-14 Health and safety | 116 | |
| S1-16 Remuneration | 116 | |
| S1-17 Incidents, complaints and severe human rights impacts | 116 | |
| S2 – Workers in the value chain | S2 SBM-3 Workers in the value chain impacts, risks and opportunities | 117 |
| S2-1 Policies related to value chain workers | 118 | |
| S2-2 Engaging with value chain workers | 118 | |
| S2-3 Addressing negative impacts and value chain worker concerns | 119 | |
| S2-4 Actions related to workers in the value chain | 120 | |
| S2-5 Targets related to workers in the value chain | 120 | |
| S3 – Affected communities | S3 SBM-3 Affected communities' impacts, risks and opportunities | 121 |
| S3-1 Policies related to affected communities | 122 | |
| S3-2 Processes for engaging with affected communities about impacts | 122 | |
| S3-3 Addressing negative impacts and affected community concerns | 122 | |
| S3-4 Actions related to affected communities | 123 | |
| S3-5 Targets related to affected communities | 128 |
2025 Brembo Annual Report 61
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
| Topic | ESRS Disclosure requirement | Page |
|---|---|---|
| S4 – Consumers and end-users | S4 SBM-3 Consumers and end-users' impacts, risks and opportunities | 128 |
| S4-1 Policies related to consumers and end-users | 128 | |
| S4-2 Processes for engaging with consumers and end-users | 129 | |
| S4-3 Processes to remediate negative impacts and channels for consumers and end-users | 129 | |
| S4-4 Actions related to consumers and end-users | 130 | |
| S4-5 Targets related to consumers and end-users | 130 | |
| G1 – Business conduct | G1 GOV-1 Role of administrative, supervisory and management bodies | 132 |
| G1 IRO-1 Business conduct impacts, risks and opportunities | 133 | |
| G1-1 Policies related to business conduct and corporate culture | 133 | |
| G1-2 Management of relationships with suppliers | 136 | |
| G1-3 Prevention and detection of corruption and bribery | 138 | |
| G1-4 Incidents of corruption or bribery | 138 | |
| G1-6 Payment practices | 138 |
At the conclusion of the double materiality analysis, the disclosure requirements identified in the table below were deemed material, with the pages containing this information highlighted.# Index
The following table also provides information included in this Notice derived from other legislative acts of the European Union in relation to Delegated Regulation 2023/5303 on the European Sustainability Reporting Standards, with an indication of the pages where they are located:
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
|---|---|---|---|---|---|---|---|
| ESRS 2 GOV-1 | 21 (d) Board’s gender diversity | Indicator number 13 of Table #1 of Annex 1 | Commission Delegated Regulation (EU) 2020/1816, Annex II | yes | 43-44 | ||
| ESRS 2 GOV-1 | 21 (e) Percentage of board members who are independent | Delegated Regulation (EU) 2020/1816, Annex II | yes | 44 | |||
| ESRS 2 GOV-4 | 30 Statement on due diligence | Indicator number 10 | Table #3 of Annex 1 | yes | 47 | ||
| ESRS 2 SBM-1 | 40 (d) i Involvement in activities related to fossil fuel activities | Indicators number 4 | Table #1 of Annex | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 | Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk | no | 49 |
| ESRS 2 SBM-1 | 40 (d) ii Involvement in activities related to chemical production | Indicator number 9 | Table #2 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II | no | 49 | |
| ESRS 2 SBM-1 | 40 (d) iii Involvement in activities related to controversial weapon | Indicator number 14 | Table #1 of Annex 1 | Delegated Regulation (EU) 2020/1818 (29) , Article 12 | Delegated Regulation (EU) 2020/1816, Annex II | no | 49 |
| ESRS 2 SBM-1 | 40 (d) iv Involvement in activities related to cultivation and production of tobacco | Delegated Regulation (EU) 2020/1818, Article 12 | Delegated Regulation (EU) 2020/1816, Annex II | no | 49 | ||
| ESRS E1-1 | 14 Transition plan to reach climate neutrality by 2050 | Regulation (EU) 2021/1119, Article 2(1) | yes | 79 | |||
| ESRS E1-1 | 16 (g) Companies excluded from Paris-aligned Benchmarks | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 | Template 1: Banking book-Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity | Delegated Regulation (EU) 2020/1818, Article12.1 (d) to (g), and Article 12.2 | yes | 79 | |
| ESRS E1-4 | 34 GHG emission reduction targets | Indicator number 4 | Table #2 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 | Template 3: Banking book – Climate change transition risk: alignment metrics | Delegated Regulation (EU) 2020/1818, Article 6 | yes |
2025 Brembo Annual Report 62
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
|---|---|---|---|---|---|---|---|
| ESRS E1-5 | 38 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) | Indicator number 5 | Table #1 and Indicator n. 5 Table #2 of Annex 1 | yes | 84 | ||
| ESRS E1-5 | 37 Energy consumption and mix | Indicator number 5 | Table #1 of Annex 1 | yes | 84 | ||
| ESRS E1-5 | 40 to 43 Energy intensity associated with activities in high climate impact sectors | Indicator number 6 | Table #1 of Annex 1 | yes | 85 | ||
| ESRS E1-6 | 44 Gross Scope 1, 2, 3 and Total GHG emissions | Indicators number 1 and 2 | Table #1 of Annex 1 | Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 | Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity | Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) | yes |
2025 Brembo Annual Report 63
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
|---|---|---|---|---|---|---|---|
| ESRS E1-6 | 53 to 55 Gross GHG emissions intensity | Indicators number 3 | Table #1 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 | Template 3: Banking book – Climate change transition risk: alignment metrics | Delegated Regulation (EU) 2020/1818, Article 8(1) | yes |
| ESRS E1-7 | 56 GHG removals and carbon credits | Regulation (EU) 2021/1119, Article 2(1) | yes | 89 | |||
| ESRS E1-9 | 66 Exposure of the benchmark portfolio to climate-related physical risks | Delegated Regulation (EU) 2020/1818, Annex II | Delegated Regulation (EU) 2020/1816, Annex II | no phase-in | |||
| ESRS E1-9 | 66 (c) Disaggregation of monetary amounts by acute and chronic physical risk | 66 | |||||
| ESRS E1-9 | 66 (a) Location of significant assets at material physical risk | . | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk | no phase-in | |||
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
| ESRS E1-9 | 67 (c) Breakdown of the carrying value of its real estate assets by energy- efficiency classes | paragraph | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraph 34;Template 2:Banking book -Climate change transition risk: Loans collateralised by immovable property - Energy efficiency of the collateral | no phase-in | |||
| ESRS E1-9 | 69 Degree of exposure of the portfolio to climate- related opportunities | Delegated Regulation (EU) 2020/1818, Annex II | no phase-in | ||||
| ESRS E2-4 | 28 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil | Indicator number 8 Table #1 of Annex 1; Indicator number 2 Table #2 of Annex 1; Indicator number 1 Table #2 of Annex 1; Indicator number 3 Table #2 of Annex 1 | no | 92 | |||
| ESRS E3-1 | 9 Water and marine resources | Indicator number 7 | Table #2 of Annex 1 | yes | 94 | ||
| ESRS E3-1 | 13 Dedicated policy | Indicator number 8 | Table 2 of Annex 1 | yes | 94 |
2025 Brembo Annual Report 64
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
|---|---|---|---|---|---|---|---|
| ESRS E3-1 | 14 Sustainable oceans and seas | Indicator number 12 | Table #2 of Annex 1 | yes | 92 | ||
| ESRS E3-4 | 28 (c) Total water recycled and reused | Indicator number 6.2 | Table #2 of Annex 1 | yes | 96 | ||
| ESRS E3-4 | 29 Total water consumption in m3 per net revenue on own operations | Indicator number 6.1 | Table #2 of Annex 1 | yes | 96 | ||
| ESRS 2- SBM 3 - E4 | 16 (a) i | Indicator number 7 | Table #1 of Annex 1 | yes | 97 | ||
| ESRS 2- SBM 3 - E4 | 16 (b) | Indicator number 10 | Table #2 of Annex 1 | yes | 97 | ||
| ESRS 2- SBM 3 - E4 | 16 (c) | Indicator number 14 | Table #2 of Annex 1 | yes | 97 | ||
| ESRS E4-2 | 24 (b) Sustainable land / agriculture practices or policies | Indicator number 11 | Table #2 of Annex 1 | yes | 97 | ||
| ESRS E4-2 | 24 (c) Sustainable oceans / seas practices or policies | Indicator number 12 | Table #2 of Annex 1 | yes | 97 | ||
| ESRS E4-2 | 24 (d) Policies to address deforestation | Indicator number 15 | Table #2 of Annex 1 | yes | 97 |
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
|---|---|---|---|---|---|---|---|
| ESRS E5-5 | 37 (d) Non-recycled waste | Indicator number 13 | Table #2 of Annex 1 | yes | 102 | ||
| ESRS E5-5 | 39 Hazardous waste and radioactive waste | Indicator number 9 | Table #1 of Annex 1 | yes | 102 | ||
| ESRS 2- SBM3 - S1 | 14 (f) Risk of incidents of forced labour | Indicator number 13 | Table #3 of Annex I | yes | 105 | ||
| ESRS 2- SBM3 - S1 | 14 (g) Risk of incidents of child labour | Indicator number 12 | Table #3 of Annex I | yes | 105 | ||
| ESRS S1-1 | 20 Human rights policy commitments | Indicator number 9 | Table #3 and Indicator number 11 Table #1 of Annex I | yes | 106 | ||
| ESRS S1-1 | 1 to 8, paragraph 21 Due diligence policies on issues addressed by the fundamental International Labor Organization Conventions | Delegated Regulation (EU) 2020/1816, Annex II | yes | 106 | |||
| ESRS S1-1 | 22 processes and measures for preventing trafficking in human beings | Indicator number 11 | Table #3 of Annex I | yes | 106 |
2025 Brembo Annual Report 65
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
|---|---|---|---|---|---|---|---|
| ESRS S1-1 | 23 workplace accident prevention policy or management system | Indicator number 1 | Table #3 of Annex I | yes | 106 | ||
| ESRS S1-3 | 32 (c) grievance/ complaints handling mechanisms | Indicator number 5 | Table #3 of Annex I | yes | 109 | ||
| ESRS S1-14 | 88 (b) and (c) Number of fatalities and number and rate of work- related accidents | Indicator number 2 | Table #3 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | yes | 116 | |
| ESRS S1- 14 | 88 (e) Number of days lost to injuries, accidents, fatalities or illness | Indicator number 3 | Table #3 of Annex I | yes | 116 | ||
| ESRS S1-16 | 97 (a) Unadjusted gender pay gap | Indicator number 12 | Table #1 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | yes | 116 | |
| ESRS S1-16 | 97 (b) Excessive CEO pay ratio | Indicator number 8 | Table #3 of Annex I | yes | 116 | ||
| ESRS S1-17 | 103 (a) Incidents of discrimination | Indicator number 7 | Table #3 of Annex I | yes | 116 |
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
|---|---|---|---|---|---|---|---|
| ESRS S1-17 | 104 (a) Non-respect of UNGPs on Business and Human Rights and OECD Guidelines | Indicator number | |||||
| 2025 Brembo Annual Report 66 | |||||||
| Index | |||||||
| 1. Letter from the Executive Chairman | |||||||
| 2. Vision and Mission | |||||||
| 3. Corporate Highlights | |||||||
| 4. Directors’ Report | |||||||
| 5. Sustainability Statement | |||||||
| 6. Corporate Governance | |||||||
| 7. Financial Statements |
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
|---|---|---|---|---|---|---|---|
| ESRS S2-1 1 to 8, paragraph 19 | Due diligence policies on issues addressed by the fundamental International Labor Organization Conventions | Delegated Regulation (EU) 2020/1816, Annex II | yes | 106 | |||
| ESRS S2-4 36 | Human rights issues and incidents connected to its upstream and downstream value chain | Indicator number 14 Table #3 of Annex 1 | yes | 120 | |||
| ESRS S3-1 | Human rights policy commitments | Indicator number 9 Table #3 of Annex 1 and Indicator number 11 Table #1 of Annex 1 | no | 106 | |||
| ESRS S3-1 17 | non-respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines | Indicator number 10 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) | no | 106 | |||
| ESRS S3-4 36 | Human rights issues and incidents | Indicator number 14 Table #3 of Annex 1 | no | 123 | |||
| Disclosure Requirement | Datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Material (yes/no) | page |
| ESRS S4-1 16 | Policies related to consumers and end-users | Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex 1 | yes | 128 | |||
| ESRS S4-1 17 | Non-respect of UNGPs on Business and Human Rights and OECD guidelines | Indicator number 10 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) | yes | 128 | |||
| ESRS S4-4 35 | Human rights issues and incidents | Indicator number 14 Table #3 of Annex 1 | yes | 128 | |||
| ESRS G1-1 10 (b) | United Nations Convention against Corruption | Indicator number 15 Table #3 of Annex 1 | yes | 130 | |||
| ESRS G1-1 10 (d) | Protection of whistle- blowers | Indicator number 6 Table #3 of Annex 1 | yes | 133 | |||
| ESRS G1-4 24 (a) | Fines for violation of anti- corruption and anti-bribery laws | Indicator number 17 Table #3 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II) | yes | 138 | |||
| ESRS G1-4 24 (b) | Standards of anti- corruption and anti- bribery paragraph | Indicator number 16 Table #3 of Annex 1 | yes | 138 | |||
| 2025 Brembo Annual Report 67 | |||||||
| Index | |||||||
| 1. Letter from the Executive Chairman | |||||||
| 2. Vision and Mission | |||||||
| 3. Corporate Highlights | |||||||
| 4. Directors’ Report | |||||||
| 5. Sustainability Statement | |||||||
| 6. Corporate Governance | |||||||
| 7. Financial Statements |
| E1 - CLIMATE CHANGE | |||||
|---|---|---|---|---|---|
| E1 GOV-3 | Integration of sustainability-related performance in incentive schemes | 76 | |||
| E1 SBM-3 | Climate change material impacts, risks and opportunities | 76 | |||
| E1 IRO-1 | Description of the processes to identify and assess material climate-related impacts, risks and opportunities | 78 | |||
| E1-1 | Transition plan for climate change mitigation | 79 | |||
| E1-2 | Policies related to climate change | 79 | |||
| E1-3 | Actions and resources in relation to climate change policies | 81 | |||
| E1-4 | Targets related to climate change | 82 | |||
| E1-5 | Energy consumption and mix | 84 | |||
| E1-6 | Gross Scopes 1, 2, 3 and Total GHG emissions | 85 | |||
| E1-7 | GHG removals and carbon credits | 89 | |||
| E1-8 | Internal carbon pricing | 89 | |||
| TAXONOMY | Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 | 69 | |||
| E2 - POLLUTION | |||||
| E2 IRO-1 | Pollution material impacts, risks and opportunities | 90 | |||
| E2-1 | Policies related to pollution | 90 | |||
| E2-2 | Actions and resources related to pollution | 91 | |||
| E2-3 | Targets related to pollution | 91 | |||
| E2-4 | Pollution of air, water and soil | 92 | |||
| E2-5 | Substances of concern and substances of very high concern | 93 | |||
| E3 - WATER AND MARINE RESOURCES | |||||
| E3 IRO-1 | Water and marine resources material impacts, risks and opportunities | 94 | |||
| E3-1 | Policies related to water | 94 | |||
| E3-2 | Actions and resources related to water | 95 | |||
| E3-3 | Targets related to water | 96 | |||
| E3-4 | Water consumption | 96 | |||
| E5 - CIRCULAR ECONOMY | |||||
| E5 IRO-1 | Resource use and circular economy material impacts, risks and opportunities | 99 | |||
| E5-1 | Policies related to resource use and circular economy | 99 | |||
| E5-2 | Actions and resources related to resource use and circular economy | 100 | |||
| E5-3 | Targets related to resource use and circular economy | 100 | |||
| E5-4 | Resource inflows | 101 | |||
| E5-5 | Resource outflows | 101 | |||
| E4 - BIODIVERSITY AND ECOSYSTEMS | |||||
| E4-1 | Transition plan and consideration of biodiversity | 97 | |||
| E4 SBM-3 | Biodiversity material impacts, risks and opportunities | 97 | |||
| E4 IRO-1 | Biodiversity and ecosystem materiality assessment process | 97 | |||
| E4-2 | Policies related to biodiversity | 97 | |||
| E4-3 | Actions and resources related to biodiversity | 97 | |||
| E4-4 | Targets related to biodiversity | 98 | |||
| E4-5 | Impact metrics related to biodiversity and ecosystems change | 98 | |||
| 3.2 Environment | |||||
| 2025 Brembo Annual Report 68 | |||||
| Index | |||||
| 1. Letter from the Executive Chairman | |||||
| 2. Vision and Mission | |||||
| 3. Corporate Highlights | |||||
| 4. Directors’ Report | |||||
| 5. Sustainability Statement | |||||
| 6. Corporate Governance | |||||
| 7. Financial Statements |
Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (taxonomy regulation)
The EU Taxonomy Regulation
In alignment with the goals of the UN 2030 Agenda and the objective of achieving climate neutrality by 2050, the European Union has introduced a comprehensive policy framework to direct capital flows toward sustainable assets and activities. In this context, the European institutions introduced Regulation (EU) 2020/852 (hereafter referred to as the "Regulation") to help scale up investments in the projects in line with the European Green Deal objectives, by providing reliable and standardized criteria and tools for identifying environmentally sustainable economic activities.
In particular, the Regulation categorizes economic activities into two classifications:
- taxonomy-eligible: an economic activity is considered taxonomy-eligible if it is listed in the delegated acts of the Regulation and corresponds to one or more environmental objectives. If an activity is taxonomy- eligible, it has the potential to make a substantial contribution to the relevant objective.
- taxonomy-aligned: an economic activity is classified as taxonomy-aligned if, in addition to being taxonomy- eligible, it complies with the technical screening criteria and minimum safeguards outlined in the Regulation.
To achieve this classification, the activity must:
- meet the substantial contribution criteria and contribute to the achievement of the environmental objectives;
- adhere to the "Do No Significant Harm" (DNSH) principle, ensuring that the activity does not cause significant harm to any of the other environmental objectives to which it does not substantially contribute;
- comply with minimum safeguards, a set of procedures implemented by the company to ensure that its operations are aligned with key international standards for responsible business conduct.
During 2025, the European legislator undertook a process to simplify sustainability regulations in key areas, including, among others, the EU Taxonomy. The intervention by European institutions aimed to streamline the regulatory framework by reducing reporting burdens for companies and financial intermediaries, while ensuring transparency and reliability of the environmental information provided to the market. In this context, on 8 January 2026, Delegated Regulation (EU) 2026/73 was published in the Official Journal of the European Union. Among other things, it introduces a materiality threshold for the disclosure of EU Taxonomy KPIs and a simplification of the reporting templates.
Pursuant to Article 4 of Delegated Regulation (EU) 2026/73, the provisions contained therein apply from 1 January 2026 with reference to the 2025 financial year, with the possibility for companies to postpone the adoption of the regulatory updates until FY 2026. Brembo decided not to postpone the adoption of the amendments; therefore, the following disclosure has been prepared in compliance with the Regulation applicable as of 1 January 2026.
COMPLIANCE ASSESSMENT WITH TAXONOMY REGULATION
In line with the analysis performed during the previous reporting period, in 2025 the Brembo Group evaluated the effective contributions of its taxonomy-eligible economic activities to the six specified objectives and performed the required screening to determine which of these activities could also be classified as taxonomy-aligned. Although the manufacturing activities provided by the EU Taxonomy Delegated Acts do not include an activity dedicated to the manufacture of braking systems, Brembo has conducted a review of all activities within its operational scope, identifying those that are taxonomy- eligible and potentially taxonomy-aligned. Additionally, Brembo conducted a mapping of additional CapEx and OpEx associated with the purchase of products or services related to taxonomy-eligible and/or taxonomy- aligned economic activities.# ELIGIBILITY ANALYSIS
The analysis led to the identification of the following economic activities conducted by Brembo that are associated with climate and environmental objectives:
Activities contributing to Climate Change Mitigation
3.8 Manufacture of Aluminum: includes CapEx and OpEx linked to Brembo’s aluminum casting operations that contribute to the EU Taxonomy objective of climate change mitigation.
3.9 Manufacture of Iron and Steel: encompasses CapEx and OpEx associated with Brembo’s iron casting activities, aimed at reducing the carbon footprint in line with the climate change mitigation objective.
3.18 Manufacture of automotive and mobility components: this refers to CapEx, OpEx, and revenue linked to the manufacture and upgrading of mobility components for zero-emission personal mobility devices, as well as to automotive and mobility systems that are essential to ensure and improve the vehicle’s environmental performance. As for the concept of “essential to ensure and improve the vehicle’s environmental performance”, only regenerative braking systems and brakes with drag reduction technologies are listed among components for vehicles[^1]. Brembo manufactures and sells braking systems and components for both internal combustion vehicles and zero-emission vehicles. In the context of activity CCM 3.18. only products for which it has been possible to track the destination (i.e., for zero-emission vehicles) have been accounted for under activity CCM 3.18. Additionally, the Group’s plants were involved in assessing individual investments made during the year which could be linked to economic activities defined under the EU Taxonomy. In this instance, Brembo further refined the assessment methodology compared to the previous Sustainability Report to ensure a more accurate classification of eligible activities for 2025.
| EU Taxonomy activity | EU Taxonomy objective | Brembo's CapEx / OpEx |
|---|---|---|
| 6.3 Urban and suburban transport, road passenger transport | Climate change mitigation | Costs relating to the rental of bus shuttles for employees |
| 6.5 Transport by motorbikes, passenger cars and light commercial vehicles | Climate change mitigation | Costs relating to the management and maintenance of the company fleet |
| 7.1 Construction of new buildings | Climate change mitigation | Costs relating to the construction of new buildings extending the Group’s production and sales hubs |
| 7.2 Renovation of existing buildings | Climate change mitigation | Costs relating to the renovation of existing buildings within the Group’s production and sales hubs |
| 7.3 Installation, maintenance and repair of energy efficiency equipment | Climate change mitigation | Costs relating to the installation and maintenance of energy efficient lighting and new air-conditioning systems |
| 7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | Climate change mitigation | Costs relating to the installation, maintenance and repair of charging stations for electric vehicles in parking spaces attached to buildings |
| 7.5 Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | Climate change mitigation | Costs relating to the installation and maintenance of digital meters and systems for measuring on a continuous basis the energy performance of the production lines and buildings |
| 7.6 Installation, maintenance and repair of renewable energy technologies | Climate change mitigation | Costs relating to the installation and maintenance of photovoltaic plants |
| 7.7 Acquisition and ownership of buildings | Climate change mitigation | Costs relating to the acquisition of new buildings |
[^1]: As listed in Delegated Regulation 2023/2486, introduction point (9).
ALIGNMENT ANALYSIS
The Group carried out analyses and assessments to verify alignment with the EU Taxonomy objectives, for the above-listed eligible activities. These assessments addressed substantial contribution and “Do No Significant Harm” (DNSH) criteria. At this time, it is not possible to attest the alignment of eligible activities, as the technical screening criteria for substantial contribution and all DNSH have not been fully met. Nevertheless, the main considerations and evidence regarding DNSH are illustrated in the following:
Climate change adaptation: an analysis of vulnerability to physical climate risks (chronic and acute) was conducted for all facilities, with short-term (2023–2025) and long-term (2030–2050) scenarios based on the IPCC RCP 8.5 (“Fossil Fuel Driven Development”). The criterion is considered met for all production sites.
Sustainable use and protection of water and marine resources: environmental degradation risks related to preserving water quality and avoiding water stress have been identified and addressed, in line with Regulation (EU) 2020/852. A water management and protection plan has been developed in consultation with relevant stakeholders. Where an Environmental Impact Assessment has been carried out under Directive 2011/92/EU and includes an assessment of impacts on water, no additional assessment is required, provided identified risks have been addressed. Consequently, the criteria are considered met for all production sites.
Transition to a circular economy: where applicable, compliance with the criteria for circular economy is guaranteed through the increasing use of recycled and renewable materials, as well as product design aimed at ensuring high durability and recyclability, as illustrated in “E5 - CIRCULAR ECONOMY”. Consequently, the criteria are considered met for activities performed by Brembo.
Pollution prevention and control: compliance with European and local regulations on hazardous substances is ensured, and a mapping project has been launched to identify hazardous substances in use and evaluate potential alternatives. However, due to the current lack of complete data, the criterion is prudently considered not met.
Protection and restoration of biodiversity and ecosystems: a preliminary assessment of biodiversity status has been initiated in the regions where plants are located; for sites situated in or near biodiversity- sensitive areas, a suitable assessment and the implementation of mitigation measures are required. As the necessary measures have not yet been implemented, the criterion is considered not met as a precaution.
MINIMUM SAFEGUARDS
Ultimately, Brembo assessed adherence to the minimum safeguards, in line with the stipulations outlined in Article 18 of the Regulation. In particular, the OECD 2023 Guidelines for Multinational Enterprises, the United Nations Guiding Principles on Business and Human Rights, as well as the principles and rights established by the eight fundamental conventions recognized in the declaration of the International Labour Organization (ILO) and the International Bill of Human Rights were considered.
Brembo ensures coverage of issues related to minimum safeguard guarantees at Group level through the adoption of specific tools such as corporate policies, guidelines, and organizational and operational mechanisms, particularly:
- Group Code of Ethics, whose rules apply to all employees of all Group Companies and to all those who operate to achieve the Group’s objectives.
- 231 Model and Whistleblowing procedures for reporting any violations of the code and the models themselves.
- Policies regarding diversity in the composition of the Administrative Body aimed at ensuring an ideal mix of skills and professionalism among the members of the Board of Directors, not only in terms of gender but also in terms of experience, professionalism, honorability, independence, age, and other relevant aspects provided by legislative provisions.
- Remuneration policy and related report published annually as better described in the paragraph “Remuneration Policies” of the chapter “Own workforce” and “Business conduct”.
- Public communication on issues related to human rights and gender diversity and fundamental labor rights in the Group’s present sustainability statement (for more information, see the chapters “Own workforce” and “Workers in the value chain”).
- Policies and Codes of Conduct published on the Group’s website, whose rules apply to all employees of all Group Companies and to all those who operate to achieve the Group’s objectives: Anti-Corruption Codes of Conduct, Brembo human rights policy, Brembo policy on non-discrimination and diversity, sustainable procurement policy, general conditions of purchase of materials and services of Brembo. The codes and policies are described in detail in the chapter “Business conduct”.
- Grievance mechanisms, accessible to stakeholders through the Group’s website.
Following this analysis, the Group verified that it has implemented all the safeguards provided for in Article 18 of the Regulation, while recognising the need to formalize some specific disclosures to ensure full compliance with the requirements of the OECD Guidelines and the UN Guiding Principles. For further details regarding the safeguards related to minimum safeguard guarantees, please refer specifically to the chapters “Own workforce”, “Workers in the value chain” and “Business conduct” which delve into the Group’s safeguards and results concerning human rights issues and the fight against corruption.# ACCOUNTING POLICY AND CONTEXTUAL INFORMATION
The Group, in accordance with the guidelines of Annex 1-2 of the Disclosure Delegated Act (i.e., Delegated Regulation (EU) 2021/2178), has calculated the Turnover, CapEx, and OpEx indicators in relation to the activities identified as eligible, assessing their specific weight with reference to their respective consolidated values. Specifically, the following sections outline the methodological approaches used for the calculation of each indicator, providing an overview for both the denominators and the numerators. The Group also clarifies that there is no alignment; in fact, the activities for which the appropriate calculations have been made are solely eligible.
TURNOVER KPI
The denominator for Turnover was determined through an analysis of the Group’s statutory chart of accounts for the fiscal year 2025. Specifically, for this purpose, in accordance with § 1.1.1 of Annex 1 of the Delegated Regulation (EU) 2021/2178 (hereinafter “Disclosure Delegated Act”), the revenues from the Group’s core activities were identified by considering the line item “Revenue from contracts with customers”. These revenues, as described by IAS 1 paragraph 82 and the definition of Net Turnover in Directive 2013/34/ EU, represent the proceeds from the sale of goods and services net of sales returns, VAT, and other taxes related to turnover. Consequently, the Group’s Turnover for 2025 amounts to €3,702,699.00 thousand, as reported in the consolidated financial statements (Revenue from contracts with customers, note No. 20 of the consolidated financial statement at 31 December 2025).
Regarding the calculation of the numerator, only the share of revenues for which it can be stated with a high level of certainty that the products were destined for electric vehicles has been considered under activity 3.18 - Production of automotive and mobility components, for cumulated €147,977.00 thousand. As this value accounts for less than 10% of the KPI denominator, the simplifications introduced by Regulation 2026/73 have been adopted. The Group is conducting analyses to further refine its methodologies for calculating and identifying regenerative braking systems and brakes with drag reduction technologies.
2025 Brembo Annual Report 71
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
CAPEX KPI
Paragraph 1.1.2.1 of the Disclosure Delegated Act specifies that the denominator of Capex must incorporate increases in tangible and intangible assets incurred during the fiscal year before depreciation, impairment, and any revaluation, including those arising from revaluations and reductions in value for the fiscal year in question, and excluding changes in fair value. The denominator must also include increases in tangible and intangible assets resulting from business combinations.
In line with the above, the Group considered the increases related to intangible, tangible assets, and rights of use of leased assets for the denominator. To obtain this data, the asset movement tables were used, isolating only the “acquisitions” row (Tangible fixed assets and Intangible fixed assets, items found in notes 1 and 2 of the consolidated annual financial report). As suggested by § 1.1.2.1, the following references were used:
IAS 16 Property, Plant and Equipment
IAS 38 Intangible Assets
IFRS 16 Leases
The Group’s investments considered for the denominator amount to €445,078.00 thousand, as indicated in the notes to the consolidated financial statements. These investments include tangible, intangible assets, and rights of use (according to IFRS 16) of the increases that occurred during 2025.
Regarding the numerator of the KPI, the Group conducted a detailed analysis of the asset movements to identify the components associated with the activities deemed eligible during the technical assessment. Since the Group operates in various territories, the approach used involved the participation of the administrative accounting resources of all plants and Legal Entities within the consolidation perimeter. Detailed numbers were then obtained through extraction from the management systems. For the CapEx KPI, the 10% threshold has been applied, in compliance with Regulation 2026/73, to some minor activities (cumulatively accounting for 0.37% of the KPI’s denominator). Such activities mainly relate to investments in ancillary systems for water supply and management.
OPEX KPI
Paragraph 1.1.3.1 of the Disclosure Delegated Act establishes that the denominator of OpEx must be calculated by identifying specific non-capitalised operating costs related to:
* Research and development
* Renovation measures for buildings
* Short-term leases
* Maintenance and repairs
* Any other direct expenses related to the daily maintenance of properties, plants and machinery.
To evaluate these items, the Group conducted a thorough analysis of the Group’s accounting plan. Therefore, a detailed investigation was carried out to isolate all items attributable to the above components. It is specified as follows: Regarding “any other direct expenses related to the daily maintenance of properties, plants and machinery,” cleaning expenses for the plants were considered as suggested by FAQ No. 12 of the Commission Notice C (2022) 385/01 of 06.10.2022. For the personnel costs involved in ordinary maintenance and R&D activities, since it was not possible to derive the values directly through the analysis of the accounting plan, a detailed analysis of the cost centres was conducted using analytical accounting. As a result, the value obtained for the denominator amounts to €283,979.00 thousand.
Regarding the numerator, the numbers associated with the identified eligible activities were extracted from the management system of the Group’s companies, ensuring correspondence with the items of the consolidated accounting plan used for calculating the denominator. The related activities are mainly related to maintenance and cleaning costs of foundries, development costs of braking systems for zero-emission vehicles or contributing to the environmental performance of vehicles, as well as maintenance costs of energy efficiency equipment installed in the Group’s plants (e.g., photovoltaic panels’ maintenance and cleaning cost). For the OpEx KPI, the 10% threshold has been applied, in compliance with Regulation 2026/73, to some minor activities (cumulatively accounting for 0.02% of the KPI’s denominator), consistently with the approach adopted for the CapEx KPI.
2025 Brembo Annual Report 72
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year (N) (summary KPIs)
| Financial year (N) | Breakdown by environmental objectives of Taxonomy-aligned activities | KPI Total 2025 | Taxonomy aligned activities | Proportion of Taxonomy aligned activities | Climate Change Mitigation | Climate Change Adaptation | Water | Circular economy | Pollution | Biodiversity | Proportion of enabling activities | Proportion of transitional activities | Not assessed activities considered non-material | Taxonomy aligned activities in previous financial year (N-1) | Proportion of Taxonomy aligned activities in previous financial year (N-1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | (13) | (14) | ||
| Text | € | % | € | % | % | % | % | % | % | % | % | % | % | € | |
| Turnover | 3,702,698,694 | € | 0.0% | 0.00 | € | 0.0% | 4.00% | 0.00 | € | 0.00% | |||||
| CapEx | 445,078,291 | € | 41.1% | 0.00 | € | 0.0% | 0.37% | 0.00 | € | 0.00% | |||||
| OpEx | 283,979,074 | € | 10.4% | 0.00 | € | 0.0% | 0.02% | 0.00 | € | 0.00% |
1 (N) Indicate the financial year that the reported data refers to. Columns (2) to (14) shall pertain to the financial year (N). (N-1) Indicates the previous financial year. If no data was reported for financial year N-1, leave columns (15) and (16) empty.
2. Column (2) shall contain the denominator of the respective KPI.
3. Column (3) shall contain the proportion of the denominator of the respective KPI that is associated with total Taxonomy-eligible economic activities regardless of whether those activities are taxonomy-aligned or not.
4. Column (5) shall contain the proportion of the denominator of the respective KPI that is associated with total Taxonomy-aligned economic activities.
5. Columns (6) to (11) shall contain the proportion of the denominator of the respective KPI that is associated with Taxonomy-aligned economic activities that contribute substantially to the respective environmental objective. For the respective KPI, the sum of the proportions in columns (6) to (11) shall equal to the figure in the column (5).
6. Column (12) shall contain the proportion of the denominator of the respective KPI that is associated with Taxonomy-aligned economic activities that are enabling economic activities.
7. Column (13) shall contain the proportion of the denominator of the respective KPI that is associated with Taxonomy-aligned economic activities that are transitional economic activities.
8. Column (14) shall contain the proportion of the denominator of the respective KPI associated with economic activities that are considered non-material with respect to the respective KPI and not assessed for Taxonomy-eligibility and Taxonomy-alignment in accordance with Article 2(1a), (1b), and (1c), respectively. For an economic activity considered material with respect to a KPI (turnover, CapEx, or OpEx), undertakings shall assess the Taxonomy-eligibility and alignment of that KPI pertaining to that activity in its entirety and not consider portion of that KPI pertaining to that activity as non-material. Column (14) shall not include any portion of turnover, CapEx, or OpEx associated with material economic activities.
9.Column (16) shall contain the proportion of the denominator of the respective KPI, pertaining to the financial year (N-1), that is associated with total Taxonomy-aligned economic activities pertaining to the financial year (N-1).
- Columns (5) to (11) to avoid double counting: if the figure in column (5) contains Taxonomy-aligned economic activities that contribute substantially to more than one environmental objective at the same time, the substantial contribution of those economic activities to multiple environmental objectives should be indicated under the respective environmental objectives in columns (6) to (11) of Template 2 on respective activity rows, but should not be double counted in columns (5) to (11) of Template 1.
2025 Brembo Annual Report 73
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
-
-
-
-
- Proportion of CapEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year (2025) (activity breakdown)
-
-
-
| Financial year (N) | Environmental objective of Taxonomy aligned activities | KPI Code | Taxonomy eligible KPI (Proportion of Taxonomy eligible CapEx) | Taxonomy aligned KPI (monetary value of CapEx) | Taxonomy aligned KPI (Proportion of Taxonomy aligned CapEx) | Climate Change Mitigation | Climate Change Adaptation | Water | Circular economy | Pollution | Biodiversity | Enabling activity | Transitional activity | Proportion of Taxonomy aligned in Taxonomy eligible |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | (13) | (14) | Text |
| Manufacture of aluminium | CCM | 3.8 | 1.5% | 0.00 € | 0% | T | 0% | |||||||
| Manufacture of iron and steel | CCM | 3.9 | 6.6% | 0.00 € | 0% | T | 0% | |||||||
| Urban and suburban transport, road passenger transport | CCM | 6.3 | 0.0% | 0.00 € | 0% | T | 0% | |||||||
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM | 6.5 | 0.0% | 0.00 € | 0% | T | 0% | |||||||
| Construction of new buildings | CCM 7.1/ CE 3.1 | 8.5% | 0.00 € | 0% | 0% | |||||||||
| Renovation of existing buildings | CCM 7.2/ CE 3.2 | 0.7% | 0.00 € | 0% | T | 0% | ||||||||
| Installation, maintenance and repair of energy efficiency equipment | CCM | 7.3 | 0.3% | 0.00 € | 0% | E | 0% | |||||||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | CCM | 7.4 | 0.0% | 0.00 € | 0% | E | 0% | |||||||
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | CCM | 7.5 | 0.0% | 0.00 € | 0% | E | 0% | |||||||
| Installation, maintenance and repair of renewable energy technologies | CCM | 7.6 | 0.0% | 0.00 € | 0% | E | 0% | |||||||
| Acquisition and ownership of buildings | CCM | 7.7 | 23.4% | 0.00 € | 0% | 0% | ||||||||
| Sum of alignment per objective | Total KPI: CapEx | 41.1% | 0.00 € | 0.0% | 0% |
1 Non-financial undertakings shall duplicate this template to disclose separately the turnover, the CapEx and the OpEx KPIs, clearly indicating in the title of each table which KPI the table refers to. Where non-financial undertakings disclose zero Taxonomy-eligible KPI (turnover, CapEx, or OpEx, respectively), in Template 1, column (3), they may omit disclosing Template 2 for that KPI.
2 (N) Indicate the financial year that the reported data refers to. Columns (2) to (14) pertain to financial year (N).
3 For activity rows, column (2): The Code constitutes the abbreviation of the relevant objective to which the economic activity is eligible to make a substantial contribution, as well as the Section number of the activity in the relevant Annex covering the objective, i.e.:
- Climate Change Mitigation: CCM
- Circular Economy: CE
- Climate Change Adaptation: CCA
- Pollution Prevention and Control: PPC
- Water and Marine Resources: WTR
- Biodiversity and ecosystems: BIO
For example, the Activity "Afforestation" has the Code: CCM 1.1. Where activities are eligible to make a substantial contribution to more than one objective, the codes for all objectives should be indicated.
4 For activity rows, column (3) shall contain the proportion of the denominator of CapEx, as reported in Template 1, that is associated with a Taxonomy-eligible economic activity regardless of whether or not that activity is Taxonomy-aligned, or only a portion of that activity is Taxonomy-aligned.
5 For activity rows, column (5) shall contain the proportion of the denominator of CapEx, as reported in Template 1, that is associated with a Taxonomy-aligned economic activity, or with the Taxonomy-aligned portion of a Taxonomy-eligible activity.
6 For activity rows, columns (6) to (11) shall contain the proportion of the denominator of CapEx, as reported in Template 1, that is associated with a Taxonomy- aligned economic activity, or its portion, that contributes substantially to the respective environmental objective for which the economic activity is Taxonomy- eligible. Columns corresponding to the environmental objectives for which the economic activity is not Taxonomy-eligible should be left empty. Where a Taxonomy-aligned economic activity, or its portion, contributes substantially to several environmental objectives, the columns under those environmental objectives shall contain the corresponding proportion of the denominator of CapEx, as reported in Template 1, that is associated with that activity or its portion. In other words, where an activity contributes substantially to more than one environmental objective at the same time, its substantial contribution should be indicated under multiple environmental objectives in the row pertainig to that economic activity.
7 Column (14) shall contain the ratio of the figure in column (5) divided by the figure in column (3) in the respective rows.
8 Row “Sum of alignment per objective”: columns (6) to (11) shall contain the sum of figures for all reported activities under the respective columns. The sum of columns (6) to (11) on this row might possibly result in more than 100%.
9 Row “Total KPI: CapEx”: columns (3) to (13) shall contain the sum of figures for all reported activities under the respective columns. For columns (4) to (11), when perfoming the summation in the row “Total KPI: CapEx”, non-financial undertakings shall not double count the contributions to multiple environmental objectives and include only the environmental objective they deem the most relevant. Figure in column (5) in this row, i.e. Total Taxonomy-aligned KPI, shall equal the sum of figures reported in columns (6) to (11) in this row. The figures reported in the row “Total KPI: CapEx” in columns (3) to (13) in Template 2 shall equal to the figures reported in corresponding columns (3) to (13) in the Template 1. In order to avoid double counting, financial undertakings will take into account the Total KPI figure as reported in Template 1 when computing their own KPIs.
2025 Brembo Annual Report 74
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
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- Proportion of OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year (N) (activity breakdown)
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| Financial year (N) | Environmental objective of Taxonomy aligned activities | Economic Activities | Code | Taxonomy eligible KPI (Proportion of Taxonomy eligible Turnover / CapEx / OpEx) | Taxonomy aligned KPI (monetary value of Turnover / CapEx / OpEx) | Taxonomy aligned KPI (Proportion of Taxonomy aligned Turnover, CapEx, OpEx) | Climate Change Mitigation | Climate Change Adaptation | Water | Circular economy | Pollution | Biodiversity | Enabling activity | Transitional activity | Proportion of Taxonomy aligned in Taxonomy eligible |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | (13) | |||
| Text | % | Currency | % | % | % | % | % | % | % | % | % | % | |||
| Manufacture of automotive and mobility components | 3.18 | 1.9% | 0.00 € | 0% | E | 0% | |||||||||
| Manufacture of aluminium | 3.8 | 4.2% | 0.00 € | 0% | T | 0% | |||||||||
| Manufacture of iron and steel | 3.9 | 4.1% | 0.00 € | 0% | T | 0% | |||||||||
| Urban and suburban transport, road passenger transport | 6.3 | 0.0% | 0.00 € | 0% | T | 0% | |||||||||
| Transport by motorbikes, passenger cars and light commercial vehicles | 6.5 | 0.0% | 0.00 € | 0% | T | 0% | |||||||||
| Installation, maintenance and repair of energy efficiency equipment | 7.3 | 0.0% | 0.00 € | 0% | E | 0% | |||||||||
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | 7.5 | 0.0% | 0.00 € | 0% | E | 0% | |||||||||
| Installation, maintenance and repair of renewable energy technologies | 7.6 | 0.0% | 0.00 € | 0% | E | 0% | |||||||||
| Sum of alignment per objective | Total KPI: OpEx | 10.4% | 0.00 € | 0.0% | 0% |
1 Non-financial undertakings shall duplicate this template to disclose separately the turnover, the CapEx and the OpEx KPIs, clearly indicating in the title of each table which KPI the table refers to. Where non-financial undertakings disclose zero Taxonomy-eligible KPI (turnover, CapEx, or OpEx, respectively), in Template 1, column (3), they may omit disclosing Template 2 for that KPI.
2 (N) Indicate the financial year that the reported data refers to. Columns (2) to (14) pertain to financial year (N).
3 For activity rows, column (2): The Code constitutes the abbreviation of the relevant objective to which the economic activity is eligible to make a substantial contribution, as well as the Section number of the activity in the relevant Annex covering the objective, i.e.:
- Climate Change Mitigation: CCM
- Circular Economy: CE
- Climate Change Adaptation: CCA
- Pollution Prevention and Control: PPC
- Water and Marine Resources: WTR
- Biodiversity and ecosystems: BIO
For example, the Activity "Afforestation" has the Code: CCM 1.1. Where activities are eligible to make a substantial contribution to more than one objective, the codes for all objectives should be indicated.4. For activity rows, column (3) shall contain the proportion of the denominator of OpEx, as reported in Template 1, that is associated with a Taxonomy-eligible economic activity regardless of whether or not that activity is Taxonomy-aligned, or only a portion of that activity is Taxonomy-aligned. 5. For activity rows, column (5) shall contain the proportion of the denominator of OpEx, as reported in Template 1, that is associated with a Taxonomy-aligned economic activity, or with the Taxonomy-aligned portion of a Taxonomy-eligible activity. 6. For activity rows, columns (6) to (11) shall contain the proportion of the denominator of OpEx, as reported in Template 1, that is associated with a Taxonomy- aligned economic activity, or its portion, that contributes substantially to the respective environmental objective for which the economic activity is Taxonomy- eligible. Columns corresponding to the environmental objectives for which the economic activity is not Taxonomy-eligible should be left empty. Where a Taxonomy-aligned economic activity, or its portion, contributes substantially to several environmental objectives, the columns under those environmental objectives shall contain the corresponding proportion of the denominator of OpEx, as reported in Template 1, that is associated with that activity or its portion. In other words, where an activity contributes substantially to more than one environmental objective at the same time, its substantial contribution should be indicated under multiple environmental objectives in the row pertainig to that economic activity. 7. Column (14) shall contain the ratio of the figure in column (5) divided by the figure in column (3) in the respective rows. 8. Row “Sum of alignment per objective”: columns (6) to (11) shall contain the sum of figures for all reported activities under the respective columns. The sum of columns (6) to (11) on this row might possibly result in more than 100%. 9. Row “Total KPI: OpEx”: columns (3) to (13) shall contain the sum of figures for all reported activities under the respective columns. For columns (4) to (11), when perfoming the summation in the row “Total KPI: OpEx”, non-financial undertakings shall not double count the contributions to multiple environmental objectives and include only the environmental objective they deem the most relevant. Figure in column (5) in this row, i.e. Total Taxonomy-aligned KPI, shall equal the sum of figures reported in columns (6) to (11) in this row. The figures reported in the row “Total KPI: OpEx” in columns (3) to (13) in Template 2 shall equal to the figures reported in corresponding columns (3) to (13) in the Template 1. In order to avoid double counting, financial undertakings will take into account the Total KPI figure as reported in Template 1 when computing their own KPIs.
2025 Brembo Annual Report 75 Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
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E1 - CLIMATE CHANGE
E1 GOV-3 INTEGRATION OF SUSTAINABILITY-RELATED PERFORMANCE IN INCENTIVE SCHEMES
Climate-related considerations are integrated into the remuneration and incentive schemes of members of the administrative, management and supervisory bodies. Brembo’s Energy Managers, together with the VPs Operations, Industrial Site Directors / Plant Directors / Plant Managers, and plant personnel, are incentivized through specific monetary rewards tied to the development and implementation of new energy efficiency projects. The promotion of energy savings, reflected in the rational use of energy and subsequent reduction in consumption, is a collective effort that engages all operational areas within the Group. Each area has specific targets to contribute to Brembo’s overall energy efficiency goals. Each year, the corporate executive team is assigned sustainability-related targets as part of the short-term incentive plan (STIP). Beneficiaries include Executives, Managers, and key employees of Brembo N.V., as well as the Presidents & CEOs for North America and China, Country General Managers, first-line management in Group countries, and other individuals holding strategically relevant roles. Additionally, in 2025, Brembo approved the new long- term incentive Plan (LTIP) for the 2025-2027 Incentive cycle. The LTIP beneficiaries include, in addition to the Executive Chairman, the Chief Executive Officer, and a selected group of Management Team members identified based on their responsibilities and the complexity of their roles. The inclusion of ESG metrics within the objective-setting framework for Top Management supports the long-term implementation of a sustainable business model. This approach has contributed to Brembo’s recognition by CDP (Carbon Disclosure Project) as one of the world’s leading companies for its commitment to addressing climate change and managing water resources. Both the short-term Incentive Plan (STIP) and the long- term Incentive Plan (LTIP) include a Group Sustainability Index based on the reduction of the company’s greenhouse gas emissions (see formulation below). This demonstrates Brembo’s increasing commitment to achieving excellent economic and financial performance without compromising core values, such as respect and protection of the environment. Below is a table showing the percentage of remuneration associated with climate-related considerations.
| Remuneration linked to climate-related considerations | u.m. | 2025 |
|---|---|---|
| Percentage of remuneration linked to climate-related considerations | % | 10 |
SUSTAINABILITY INDEX
The “Sustainability index” $^{18}$, established in 2017, remains the metric used for measuring and monitoring the Group sustainability on reducing tCO$_{2}$e emissions in line with Brembo’s medium and long-term objectives, under the COP21 Guidelines. Targets are achieved through energy efficiency projects and by increasing the share of renewable energy. For 2025, the Sustainability Index target has b een set at 20% reduction, and it has achieved a value of 26.53%. Brembo also recognizes non-monetary achievements through the Brembo Excellence Awards (BEA), Brembo Innovation Awards (BIA), and the Brembo Sustainability Awards (BSA). These initiatives engage all employees and encourage sugges tions to improve efficiency and sustainability across all areas, including non- manufacturing areas. The best improvement and innovation ideas, including projects that enhance environmental sustainability (e.g., energy efficiency or reduced resource use), are evaluated and awarded by an internal jury. Results are monitored and officially communicated within the organization.
E1 SBM-3 Climate change material impacts, risks and opportunities
Regarding the classification of material climate-related risks, Brembo provides a detailed explanation for each identified risk. The Group distinguishes between climate- related physical risks and climate-related transition risks. Brembo’s Enterprise Risk Management (ERM) process, together with the Climate Change Risk Assessment (CCRA) document, ensures a structured evaluation and management of these risks. Principal elements of Brembo’s climate resilience strategy, designed to address physical and transition risks and realize climate opportunities, include:
- Physical risk prevention and control: Investments in infrastructure and site protections to reduce exposure, downtime, and losses. For flood-related risks, hydraulic barriers, modular and flexible water systems, inflatable and floating barriers, and sandbag defenses have been implemented.
- Risk transfer (insurance): Financial transfer of residual risks to the insurance market through tailored insurance coverage, complementary to prevention and control measures.
- Innovation in products and processes: Development of low-impact solutions (e.g., Sensify, Greenance) and adaptation of operations to the transition toward electric mobility and low-emission activities.
- Operational efficiency and resource diversification: Reduce water consumption, improve energy efficiency, and diversify critical resources to strengthen business continuity. In response to water-stress risks, Brembo has installed emergency tanks at all sites and enhanced supply networks for both water softening and source diversification.
$^{18}$ Data used for calculation purposes include within the reporting boundary also Brembo SGL Carbon Ceramic Brakes S.p.A. (BSCCB S.p.A.), a joint venture between Brembo and SGL Group.
2025 Brembo Annual Report 76 Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
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Net Zero decarbonization strategy: Define a pathway to reduce and neutralize the company’s carbon footprint, positioning decarbonization as an essential resilience lever amid the growing urgency of the climate crisis. This integrated approach combines advanced technologies, strategic planning, and measures to mitigate physical and transition risks. Brembo’s process for identifying climate risks and opportunities is characterized by completeness and prudence in defining reference scenarios, with the objective of proactively managing climate-related risks and capturing emerging opportunities in the transition to a low-carbon economy. Brembo conducted a climate change risk assessment to evaluate the Company’s business resilience and the associated financial exposure to both the physical effects of climate change and the transition towards a low-carbon economy, leveraging scenario analysis and forecasting tools. The assessment aims to identify potential vulnerabilities of Group sites concerning physical risks and to determine medium- and long-term risks and opportunities that could inform the definition and updating the Group’s strategy. The assessment scope included Brembo and selected key suppliers’ sites.# IRO
| IRO Name | Physical or Transition risk | Risk 1 | Business interruption and asset damage deriving from climate-aggravated catastrophic events, disrupting production and/or physical/technological infrastructure. | Physical risk |
|---|---|---|---|---|
| Risk 2 | Increased operational costs and process adjustments deriving from external factors (new government regulations or stakeholder pressures) imposing new or revised sustainability targets. | Transition risk | ||
| Risk 3 | Loss of awards/revenue and reputational harm deriving from failing to meet clients’ Net Zero expectations and carbon-reduction requirements. | Transition risk | ||
| Risk 4 | Reduction or interruption of client partnerships deriving from negative outcomes in client-conducted sustainability audits. | Transition risk | ||
| Opportunity 1 | New customers, market-share growth and stronger sustainability reputation deriving from investments in sustainable technologies and the development of low-impact products aligned with growing demand for “green” products. | Transition opportunity |
For physical risks, a dedicated analysis was conducted for potential physical risk events that could affect Brembo or the selected suppliers’ sites, examining potential consequences for Business Interruptions (BI) and/or Property Damages (PD) over the short term (2025) and the medium/long term (2030/2050). The analysis is based on the IPCC RCP 8.5 scenario (“Fossil Fuel Driven Development”), which relies on assumptions regarding emissions, policies and likelihood of achieving high temperature levels in the future. This scenario assumes no significant strengthening of political action and considers the possibility that governments do not pursue or achieve all announced goals. The related IPCC scenario assumes that: Global temperature increase could reach around 2°C by 2050 and 5°C in 2100. Economic and social development is coupled with continued exploitation of abundant fossil fuel resources. Consumption is oriented towards energy intensive lifestyles around the world, leading to rapid growth of the global economy. Global population reaches a peak and starts declining in the 21st century. The assessment results on physical risks highlighted increasing climate exposure to proprietary sites, in particular on, tornados, hail hazards, and water stress. The most economic-relevant exposures are river floods (two sites exposed) and tornados (two sites exposed). Taking into account the mitigators in place, the overall potential economic exposure on identified scenarios can be considered limited. To evaluate and limit its exposure, the Group analyzes exposures to natural catastrophes when building new plants from greenfield or acquiring sites. The climate change risk assessment also led to the identification of opportunities to strengthen the Group’s market position, increase market share and access new product segments, as well as to identification of transitional risks primarily related to consumer behaviors and regulatory constraints aimed at reducing environmental impacts. The identified climate-related opportunities and risks have been analyzed considering the IPCC RCP 1.9 climate-change scenario, which assumes that: The world shifts gradually but pervasively towards a more sustainable path to limit warming below 1.5°C. Countries fully implement national targets to 2030 and 2050, and energy demand is met mainly through renewable sources. Consumption is oriented toward low emissions material growth and lower resource and energy intensity. Within the same framework used for physical risk analysis, transitional risks and opportunities were evaluated over the medium and long-term analysis (2030-2050), considering the RCP 1.9 scenario and the corresponding socio-economic IPCC’s SSP1 scenario (“Taking the Green Road”). Additionally, the IEA Net Zero Emissions by 2050 (NZE 2050) scenario was applied to provide in depth analysis of the energy and automotive markets. Brembo is committed to monitoring and managing climate related impacts, risks, and opportunities. The Company is actively working to reduce emissions and adapt production activities to align with sustainable 2025 Brembo Annual Report 77 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. practices. This commitment is integral to Brembo’s corporate strategy and sustainability plan. The transition to a low-emission economy is particularly relevant for the automotive sector in which Brembo operates evolving energy transition and climate regulations may require significant investments and modifications to existing production processes, presenting both risks and opportunities for the Group. This transformation also offers the chance to improve product performance and deliver greater value to customers.
E1 IRO-1 dESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL CLIMATE-RELATED IMPACTS, RISKS AND OPPORTUNITIES
The double materiality assessment has led to the identification of the Group’s Impacts, Risks and Opportunities related to climate change and energy. The material IROs are listed below.
- Positive impact - Support for sustainable mobility and more circular resource use enabled by the development of innovative products designed from the outset with eco-sustainable and circular principles.
- Negative impact - Excess energy and fossil fuel use from missed efficiency measures.
- Negative impact - Increased greenhouse-gas emissions from own operations (Scope 1 and Scope 2) caused by the consumption of fossil fuels and purchased electricity for owned buildings and facilities, fuel combustion by the company fleet, and materials used during production phases.
- Negative impact - Increased greenhouse gas emissions across the value chain (Scope 3) caused by third-party transportation of company products and the production activities behind purchased services, materials, and finished products that rely on non-renewable energy and inefficient energy management.
- Opportunity - New customers, market-share growth and stronger sustainability reputation deriving from investments in sustainable technologies and the development of low-impact products aligned with growing demand for “green” products.
- Risk - Business interruption and asset damage deriving from climate-aggravated catastrophic events, disrupting production and/or physical/technological infrastructure.
- Risk - Increased operational costs and process adjustments deriving from external factors (new government regulations or stakeholder pressures) imposing new or revised sustainability targets.
- Risk - Loss of awards/revenue and reputational harm deriving from failing to meet clients’ Net Zero expectations and carbon-reduction requirements.
- Risk - Reduction or interruption of client partnerships deriving from negative outcomes in client-conducted sustainability audits.
Regarding the methodologies, assumptions, and tools used in identifying and assessing impacts, risks, and opportunities across its value chain, please refer to section ESRS 2 IRO-1 herein.
Brembo embeds climate change into its risk model. Each year, the company conducts a Climate Change Risk Assessment (CCRA) aligned with the Task Force on Climate-related Financial Disclosures (TCFD). Physical risks are evaluated using a specialized tool that delivers detailed, site specific hazard analyses across multiple time horizons (2025, 2030, 2050) and climate scenarios (RCPs). The assessment is quantitative and covers all Brembo Group sites plus a selection of key suppliers. It considers both acute hazards (e.g., flooding, hurricanes) and chronic exposures (e.g., water scarcity, rising temperatures). For each plant, exposure to each climate hazard is quantified in terms of potential Property Damage (PD) and Business Interruption (BI), factoring in existing prevention and control measures to estimate PD BI losses.
Transition risks and opportunities are assessed through workshops that also leverage existing internal processes (e.g., ERM and strategic plan risk and opportunity assessments). Transition risks and opportunities are analyzed with reference to the IPCC RCP 1.9 scenario, which reflects a gradual yet pervasive global shift toward a pathway consistent with limiting warming to below 1.5°C. An analysis of transition opportunities and risks is conducted for the medium term (2030) and the long term (2050). Complementing this top-down approach, under the Environmental and Energy Management System, each plant conducts a comprehensive bottom-up assessment of environmental risks and opportunities across short-, medium-, and long-term horizons, in compliance with ISO 14001 and ISO 50001. This assessment is supported by internal tools and external datasets (e.g. ISPRA, NOAA, FEMA, WRI Aqueduct) and informs the prioritization of environmental mitigation and improvement actions. Risk and opportunity analysis are performed annually, and whenever significant changes occur, through the ORME information system (Obligation and Risk Management for Environment & Energy).
Brembo has defined an internal methodology for identifying environment- and energy-related risks and opportunities across each phase of the production process. Each site assesses risks by assigning a score on a scale from 1 to 5, based on detectability, frequency, and severity. The same methodology is applied to opportunities. Based on the resulting score, risks and opportunities are classified as very low, low, medium, high, and very high. The system mandatorily requires the identification and implementation of improvement actions for risks and opportunities classified as high or very high. Over the years, Brembo has established an active, ongoing dialogue with its internal and external stakeholders, grounded in the values of transparency, trust, and seeking consensus in decision-making.Through this engagement, the Group gains meaningful insights into its operating context and receives feedback on its activities, enabling continuous improvement of the company’s impact on the environment and society. Through a structured process of listening and dialogue, Brembo can assess how well it understands and meets stakeholder expectations and interests, identifying areas where to strengthen its commitment and those where to reaffirm the approach adopted. In 2023, Brembo published the “Brembo stakeholder engagement policy,” which defines the channels of interaction between the Group and its stakeholders and outlines prerequisites for effective dialogue, including identifying key stakeholders and the most suitable methods for engaging them.
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Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
E1-1 TRANSITION PLAN FOR CLIMATE CHANGE MITIGATION
Brembo’s Climate Transition Strategy aims to pursue the following strategic objectives:
- Company sustainability: Presentation of Brembo’s commitments in terms of environmental sustainability and resilient business evolution in a future low-carbon scenario.
- Regulatory and market context: The transition roadmap is a tool to express Brembo’s commitment in accordance with regulatory standards and international frameworks (e.g., Paris Agreement, CSRD, CDP).
- Concrete commitment to climate neutrality: The objectives of the transition strategy are in line with the reduction of greenhouse gas emissions consistent with achieving Net Zero by 2050, as envisaged by the European Union. More specifically, Brembo is committed to significantly reducing its greenhouse gas emissions through targets aligned with scenarios oriented toward limiting global temperature increase to 1.5°C, as stipulated by the commitments made by the United Nations at the COP21 in Paris and the Net Zero criteria of the Science Based Targets initiative (SBTi). It should be noted that Brembo is not part of the EU Paris-aligned Benchmarks.
These targets are set within a short-term horizon to 2030 and a long-term horizon extending to 2040. The latter, or broader horizon, compared to medium-term industrial plans, demonstrates Brembo’s foresight and ambition to precede the European Union’s commitments to carbon neutrality by 2050.
For 2030 the objective is to achieve an absolute reduction of 42% in Scope 1 and Scope 2 market-based emissions compared to 2020 levels. This will be accomplished through a significant commitment to the use of renewable energy, leading to a total reduction in emissions from purchased electricity by adopting 100% renewable energy sources. Additionally, an absolute reduction of 42% in Scope 3 emissions is also anticipated compared to 2020 levels.
Looking ahead to 2040, they will intensify further. The goal is to reach a 90% reduction in Scope 1 and Scope 2 market-based emissions compared to 2020 levels. Scope 3 emissions target sees an absolute reduction of 90%. Finally, regarding residual emissions, those that cannot be reduced (up to a maximum of 10% compared to 2020) will be neutralized through offset interventions that certify the permanent removal of CO2 from the atmosphere. These objectives reflect Brembo’s commitment to a transition in line with the principles of a global roadmap for a Net Zero future.
Moreover, in the coming years Brembo is committed to evaluating its locked-in emissions by conducting a study of the elements that could compromise the achievement of reduction targets. Regarding the involvement of the transition plan by the administrative, management and supervisory bodies, the progress of Brembo’s status towards the roadmap to Net zero is presented during the Board of directors meeting. A clear overview of the current data for Scope 1, 2 and 3 emissions is provided, along with future projections for the coming years. Specifically, assessing Brembo’s position in relation to its goals is essential for highlighting the need for actions or investments in specific sectors and emission factors.
Brembo is committed to implementing initiatives aimed at reducing its Scope 1, Scope 2, and Scope 3 emissions in order to achieve the climate targets established for 2030 and 2040. These activities involve assessing the feasibility of installing low-impact energy self-production facilities, such as photovoltaic, purchasing renewable energy certificates, upgrading machinery and utilities in its plants to more energy-efficient and less emission- intensive alternatives, and continuously enhancing the engagement of its supply chain through training activities and the establishment of climate-related requirements.
The information related to Brembo’s objectives or plans (CapEx, CapEx plans, OpEx) that Brembo has for aligning its economic activities (revenues, CapEx, OpEx) with the criteria established in Commission Delegated Regulation 2021/2139, as well as an explanation of how the transition plan is embedded in and aligned with the Company’s overall business strategy and financial planning, has not been disclosed due to data confidentiality with regard to the financial year 2025.
E1-2 POLICIES RELATED TO CLIMATE CHANGE
The Group has established a structured system of policies and procedures aimed at managing the impacts, risks, and opportunities associated with climate change and energy management. These policies are designed not only to minimize negative environmental impacts but also to identify and leverage potential opportunities for the continuous improvement of the Group’s practices. Brembo has developed the environment and energy policy to address all the key environmental and energy issues relevant to the Company in a transversal manner. In addition, Brembo has implemented a Supplier Code of Conduct for Responsible Business, to promote the culture of sustainability across the value chain, covering both environmental and social aspects. For a detailed overview of the content and structure of these policies, please refer to the following table.
2025 Brembo Annual Report 79
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
| Key concepts | Scope of application | GCF/GBU/Bodies | External standards | Policy availability and sharing |
|---|---|---|---|---|
| Environment and Energy Policy | Brembo aligns its activities to balance economic, social, and environmental objectives, focusing on people, processes, products, and the supply chain. In line with the goals of the Paris Agreement to limit warming temperature below 1.5°C, Brembo works to reduce the CO₂ footprint of its products, processes, and supply chain by promoting renewable resources and maximizing energy efficiency. Following TCFD principles, Brembo identifies physical and transitional climate risks and the opportunities arising from the transition to a low- carbon economy. | Brembo has decided to apply the environmental and energy policy at the corporate level, including all plants, and at the supply chain. The policy is subscribed by Executive Chairman, CEO, Chief Sustainability & Risk Officer, Chief Industrial Operations Officer. The Chief Sustainability & Risk Officer of Brembo is responsible for implementing the global procedure for climate change and the environmental and energy policy, while local Plant Directors/Managers oversee local procedures. | Brembo maintains an Environmental Management System compliant with ISO 14001:2015 and ISO 50001:2018 to manage environmental and energy impacts, dependencies, risks and opportunities. The policy aligns these standards and references the Paris Agreement and TCFD principles. | Accessible to all stakeholders, such as employees, contractors, suppliers, customers. Published on the Company’s intranet and website. |
| SUPPLIER CODE OF CONDUCT FOR RESPONSIBLE BUSINESS | The Code reinforces the Company’s commitment to responsible procurement by requiring suppliers to respect human rights, ensure fair and safe working conditions, promote diversity, protect the environment, and maintain transparent business practices. It also includes requirements for data protection, information security, quality, and occupational health and safety. Verification, audits, monitoring, training, and corrective actions are included to support suppliers collaboratively and ensure continuous improvement. | The Supplier Code of Conduct is distributed globally to all Brembo direct suppliers of materials and services and to indirect suppliers that meet the defined thresholds. Acceptance of the Code and compliance with its provisions are mandatory for these suppliers. | Chief Purchasing Officer. | The Code is drawn up according to international frameworks, including the UN Universal Declaration of Human Rights, UN Guiding Principles on Business and Human Rights, ILO standards, OECD Guidelines, UN Global Compact, the 2030 Sustainable Development Agenda, ISO standards (ISO 20400, 9001, 14001, 45001, 26262, 27001), IATF 16949, ASPICE, TISAX and responsible minerals standards (RMAP, OECD Conflict Minerals). |
Brembo’s environment and energy policy reflect the company’s commitment to mitigating climate change by reducing its GHG emissions, adapting to climate risks through innovative solutions, and promoting the use of renewable energy by phasing out fossil resources and maximizing energy efficiency.As part of the Environmental Management System, Brembo has implemented Air Emission, Soil and Water Management procedures that apply requirements and restrictions on all the Group’s plants, in particular: The “Management and Monitoring of Greenhouse Gases” procedure defines the requirements for collecting and accounting for greenhouse gases (GHG) emitted by production sites, ensuring relevance, completeness, consistency, transparency, and traceability. A Process Owner (PO) is appointed, and the fundamental principles for constructing the GHG inventory are established. Emissions are categorized as Scope 1, Scope 2, and Scope 3. The procedure covers the management of site and group level data, calculation of emissions for each scope, and periodic data verification. Additionally, Brembo sets objectives for reducing GHG emissions and progress through the Sustainability Index 19, with the aim of continuously lowering the carbon footprint. 19 Data used for calculation purposes include within the reporting boundary also Brembo SGL Carbon Ceramic Brakes S.p.A. (BSCCB S.p.A.), a joint venture between Brembo and SGL Group.
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Corporate Highlights
Directors’ Report
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E1-3 Actions and resources in relation to climate change policies
Brembo actively works to prevent/mitigate negative material impacts and risks and foster positive material impacts and opportunities related to climate change (described in section IRO-1) through a range of actions. To achieve Net Zero emissions, Brembo has defined a Road Map that is continuously refined in response to technical, technological, and market developments. This Road Map encompasses the following actions:
- Advanced Monitoring: Implementation of the Brembo Energy Platform, which utilizes smart factory principles to monitor and optimize energy consumption across key production utilities.
- Replacement of Obsolete Systems: Adoption of advanced, high-efficiency technologies aimed at reducing energy consumption and reliance on non- renewable resources.
- Dedicated Budget: Allocation of specific financial funds during the investment planning phase to improve energy efficiency and reduce emissions.
- Losses Reduction: Targeted initiatives, such as the identification and mitigation of compressed air leaks, automatic shutdowns of systems during non-productive periods, and heat recovery from compressor cooling circuits.
To ensure effective implementation and alignment with defined objectives, the Sustainability & Risk GCF coordinates a cross-functional working group involving all relevant company areas. This working group collaborates to implement improvement initiatives focused on reducing $\text{CO}_2$ eq emissions. Since 2015, Brembo’s environment & energy policy has set progressively ambitious goals aligned with the UN commitments of the Paris Agreement $\text{COP21}$. To address climate change, Brembo has developed a strategy with actions aimed at achieving short, medium (2030), and long-term (2040) greenhouse gas emissions reduction targets for the entire Group.
Brembo has implemented key decarbonization levers to address emission sources directly under its control, focusing on energy consumption and production processes. The primary strategies for achieving climate goals include enhancing energy efficiency and adopting renewable energy. This approach integrates technological, operational, and organizational measures to minimize environmental impact and reach the Net Zero target by 2040 through gradual steps. In the pursuit of energy efficiency and process optimization, key initiatives include the implementation of the Brembo Energy Platform for real-time monitoring of energy consumption, the replacement of outdated plants with advanced, energy-efficient technologies, and the allocation of a dedicated budget for sustainability efforts. Additionally, targeted actions aim to reduce losses by addressing compressed air leaks, automating shutdowns during non-productive periods, and recovering heat from cooling circuits, which contributes to a more efficient and sustainable operation.
As part of the transition to renewable energy, Brembo is also evaluating the installation of on-site facilities for the self- production of low-impact energy, including photovoltaic systems. The Group aims to reach 100% by 2030, effectively eliminating Scope 2 emissions, and in 2025 it covered 88% (in 2024 was 83%) of its electricity consumption with renewable energy. This result was achieved thanks to the purchase of renewable energy certificates (such as Guarantees of Origin, I-RECs, RECs, GECs, etc.), PPAs (Power Purchase Agreements), and other contractual arrangements. Furthermore, in 2025 the 100% share of renewable electricity was maintained in the plants located in the following countries: Italy, Mexico, Brazil, and Spain. In the other countries where Brembo operates, the Group increased the share of renewable electricity: in China it reached 78% (in 2024 was 67%), in the Czech Republic 78% (in 2024 was 65%), in Poland 94% (in 2024 was 89%), and in the US 87% (in 2024 was 74%).
Brembo integrates sustainability criteria into the design phase of new plants and machinery and promotes eco-sustainable products through low-emission solutions and the increased use of recycled and secondary raw materials, particularly aluminum. The Group is expanding the use of recycled aluminum in caliper production and maximizing the use of scrap and recycled content within its foundries, recognizing this as a key lever for reducing Scope 3 emissions.
With regard to Scope 3, Brembo has activated a structured and multi year program to enhance the completeness, accuracy, and reliability of greenhouse gas (GHG) emissions data, with a particular focus on Category 1 – Purchased Goods and Services. Since 2023, Brembo has deployed a systematic process to collect primary GHG emissions data directly from suppliers, acknowledging that high quality, supplier specific information is essential for a robust assessment of the upstream value chain and for defining effective decarbonization actions. A core element of this program is the progressive transition from secondary, literature-based emission factors to verified primary data. This is achieved through direct engagement activities with suppliers identified as “carbon relevant,” i.e., those representing the majority of Brembo’s Scope 3 Category 1 impact. By prioritizing the adoption, verification, and integration of supplier-specific data, Brembo is steadily improving the methodological robustness of its Scope 3 inventory. In 2025, 86% of the submissions provided by carbon relevant suppliers were successfully validated, compared with 75% in 2024. Brembo targets maintaining this validation level above 75% through 2030. Strengthening third party validation enables a more accurate representation of upstream emissions and supports the identification of targeted decarbonization levers aligned with the company’s transition plan.
A further strategic lever in reducing Scope 3 emissions is the increased use of secondary materials, with a particular focus on aluminum — one of the most carbon intensive inputs in Brembo’s value chain. In 2025, Brembo expanded the use of recycled aluminum across all its aluminum foundries globally, with the objective of reducing embedded carbon in purchased materials and improving circularity performance. Additional information on material efficiency initiatives is provided in datapoint E5-4. To accelerate the decarbonization of the upstream supply chain, in 2025 Brembo also introduced new requirements related to renewable electricity use. Direct suppliers engaged in new awarding processes are now required to ensure the use of electricity from renewable energy sources for all Brembo related production activities, while working towards extending this obligation to their sub-tier suppliers. This requirement, currently being rolled out across the supply chain, is
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expected to contribute to the reduction of indirect emissions associated with Scope 3.
Governance of climate-related initiatives is ensured by the Environment & Energy area, which coordinates a cross- functional working group responsible for implementing and monitoring the Decarbonization Road Map. Brembo’s environment and energy policy formalize the Group’s commitment to sustainable development and responsible resource use, supported by incentive mechanisms linked to energy and emission reduction targets for relevant roles, including Industrial Site Directors/Plant Directors/Managers.
In January 2026, Brembo was confirmed among the global leaders in the fight against climate change, as, thanks to further improvements in its environmental performance and reporting, it earned a place on the 2025 Climate A List drawn up by CDP, the international nonprofit organization that collects, disseminates and promotes information on environmental issues. “A” is the highest possible score attainable in the Climate section and it was awarded to only a limited number of the over 22,000 disclosing companies. The companies have been assessed based on their decarbonization strategy, the effectiveness of their efforts to reduce emissions and climate risks, contributions to a low-carbon economy, and the completeness and transparency of the information provided, as well as the adoption of best practices associated with environmental impacts.
Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed due to data confidentiality with regard to the financial year 2025.However, investments related to climate change mitigation and energy efficiency are reflected in the disclosure related to the European Taxonomy regulation.
E1-4 TARGETS RELATED TO CLIMATE CHANGE
Brembo has established a set of measurable, outcome-oriented, and time-bound targets in its Transition Plan to effectively manage negative impacts and risks while promoting positive outcomes. In line with the UNFCCC Paris Agreement’s goal of limiting global temperature rise to below 1.5°C, Brembo aims to achieve Net Zero emissions by 2040. This ambitious target is supported by a comprehensive roadmap designed to progressively reduce Scope 1, 2, and 3 greenhouse gas emissions. Central to this strategy is the transition away from fossil fuels, the promotion of renewable energy sources, and the enhancement of energy efficiency across its processes.
By 2040, Brembo aims to achieve the following targets:
* Reduce absolute Scope 1 and market-based Scope 2 emissions by 90% compared to 2020 levels.
* Reduce absolute Scope 3 emissions by 90% compared to 2020 levels.
* Neutralize absolute emissions by a maximum of 10% compared to 2020 levels.
Moreover, Brembo set intermediates targets to be achieved by 2030:
* Reduce absolute (market-based Scope 2) indirect emissions by 100%.
* Ensure that 100% of electricity used comes from renewable sources.
* Reduce absolute Scope 1 and market-based Scope 2 emissions by 42% compared to 2020 levels.
* Reduce absolute Scope 3 emissions by 42% compared to 2020 levels.
These targets are relative and are measured in tons CO₂ eq. The baseline values in 2020 were:
* Scope 1 and Scope 2: 372,491 tons of CO₂ eq.
* Scope 3: 1,682,726 tons of CO₂ eq.
The year 2020 was chosen as the baseline primarily because it was the most recent year with available and structured data.
In terms of methodologies and key assumptions, the targets were established in alignment with the Science-Based Targets initiative (SBTi) Net Zero criteria, aimed at limiting the global temperature increase to well below 1.5°C. Moreover, they were not set following conclusive scientific evidence, and only internal stakeholders have been involved in their definition. Since their adoption of the target, no changes have been made, and the actual performance is in line with the defined targets.
| Target (34a e 34b) | Base Year (2020) | Current progress (2025) | Current progress u.m. |
|---|---|---|---|
| Absolute value of total GHG emissions reduction | |||
| Total GHG | 2,055,216 | 1,687,980 | Tons of CO₂ eq |
| Scope 1 | 73,755 | 104,733 | Tons of CO₂ eq |
| Scope 2 (location-based) | 480,860 | 508,951 | Tons of CO₂ eq |
| Scope 2 (market-based) | 298,736 | 74,576 | Tons of CO₂ eq |
| Scope 3 | 1,682,726 | 1,508,672 | Tons of CO₂ eq |
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| Target | Decarbonisation levers (34f, 16b) | Science- based target (34e) | Compatibility with limiting global warming (34e) | If yes, an explanation of that compatibility (16a) |
|---|---|---|---|---|
| Reduction Scope 1+2 (-42%) by 2030 | Self-production of energy; purchase of green electricity certificates, electrification of the processes, Sustainable Design, Eco-sustainable Products. | Yes | Yes | This target is compatible with limiting global warming to 1.5 degrees as it follows the Science Based Targets framework, and the trajectory leading to a -42% reduction in 2030 is aligned to reach the Net Zero goal by 2040. |
| Reduction Scope 3 (-42%) by 2030 | Supply chain involvement: Brembo actively collaborates with its suppliers to reduce their Scope 1 and Scope 2 emissions, encouraging them to adopt sustainability strategies aligned with corporate objective; Increase in the use of secondary materials. | Yes | Yes | This target is compatible with limiting global warming to 1.5 degrees as it follows the Science Based Targets framework, and the trajectory leading to a -42% reduction in 2030 is aligned to reach the Net Zero goal by 2040. |
| Reduction Scope 1+2 (-90%) by 2040 | Self-production of energy; purchase of green electricity certificates, electrification of the processes, Sustainable Design, Eco-sustainable Products. | Yes | Yes | This target is compatible with limiting global warming to 1.5 degrees as it follows the Science Based Targets framework, and the trajectory leading to a -90% reduction in 2040 is aligned with achieving the Net Zero goal by 2040, neutralizing the remaining 10% by purchasing carbon credits. |
| Reduction Scope 3 (-90%) by 2040 | Supply chain involvement: Brembo actively collaborates with its suppliers to reduce their Scope 1 and Scope 2 emissions, encouraging them to adopt sustainability strategies aligned with corporate objective; Increase in the use of secondary materials. | Yes | Yes | This target is compatible with limiting global warming to 1.5 degrees as it follows the Science Based Targets framework, and the trajectory leading to a -90% reduction in 2040 is in line with reaching the Net Zero goal by 2040, neutralizing also the remaining 10% by purchasing carbon credits. |
| Neutralizing the 10% remaining emissions of Scope 1 and 3 by 2040 | Purchase of carbon credits. | Yes | Yes | This target is compatible with limiting global warming to 1.5 degrees as it follows the Science Based Targets framework, and the trajectory leading to a -90% reduction in 2040 is in line with reaching the Net Zero goal by 2040, neutralizing also the remaining 10% by purchasing carbon credits. |
Brembo has set a target for 2027 to achieve 100% certification of its plants under ISO 50001 (with coverage at 93% in 2025). In addition, the company plans to maintain ISO 14001 certification across all its plants every year.
Brembo has established an annual sustainability target expressed as a percentage of emissions avoided through improvements actions, such as increased energy efficiency and the increased utilization of renewable energy, compared to the previous year’s emission levels. In 2025, the target of reducing CO₂ eq emissions by 20% through improvement actions compared to the previous year’s emissions was not only met but even exceeded, achieving a result of 26.53%. This was achieved thanks to the energy efficiency projects implemented in all the Group’s plants and the increase in the share of renewable energy purchased in Poland, Czech Republic, US and China.
In 2025, significant progress was achieved in reducing energy consumption, in line with Brembo’s commitment to sustainability and climate change mitigation. A Roadmap for achieving Net Zero emissions has been defined and is continuously updated to reflect technological developments and market dynamics. The new Brembo Energy Platform was rolled out across a perimeter of 34 production sites. User training is ongoing, and the platform is already being widely used at site level to support energy efficiency initiatives and maintenance activities.
With regard to energy efficiency, the actions implemented to achieve the defined targets include, for example, the adoption of advanced monitoring systems (such as the aforementioned Brembo Energy Platform) interconnected with the main factory utilities and aligned with smart factory principles; the replacement of obsolete equipment with high-efficiency technologies; the reduction of energy waste (including the optimization of electricity and/or compressed air distribution within plants and the optimization of machine consumption during non-operational periods); and heat recovery initiatives.
The promotion of energy saving, achieved through the rational use of energy and the consequent reduction in consumption, involves all Group operational units, each of which is required to contribute through a specific target to the achievement of the overall energy efficiency objective, set by Brembo for 2025 at 2.76% (calculated as the contribution of improvement actions achieved through efficiency projects compared to the previous year’s consumption). In 2025, a total of 259 projects were developed, resulting in overall energy savings of 167,684 GJ, equivalent to 22,626 tons of CO₂ equivalent. This target was significantly exceeded, with an achieved result of 3.72%. Compared to 2024, while the overall level of energy savings remained comparable, the number of projects contributing to this achievement increased, demonstrating the level of maturity reached by the system.
With regard to Brembo’s objective of reducing energy consumption by 15% over five years compared to the 2020 baseline year, the reporting period closed in 2025 with a total reduction of 22%, exceeding the initial target. In continuity with previous years, a new objective has therefore been defined for 2026, consisting of a 28% reduction in energy consumption over ten years, again compared to the 2020 baseline year.
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| Area of intervention | Actual_GJ | Ton CO₂ eq |
|---|---|---|
| Optimization of compressed air systems (replacement of compressors, detection and repair of leaks, optimization of usage in production processes) | 23,127 | 3,222 |
| General optimization of production processes | 82,687 | 11,879 |
| Installation of photovoltaic systems | 9,564 | 1,118 |
| Optimization of lighting systems (installation of LED lamps in offices and production departments) | 7,429 | 1,346 |
| Optimization of general technical facilities management | 41,103 | 4,506 |
| Replacement of process systems with more efficient technologies | 3,773 | 554 |
| TOTAL | 167,684 | 22,626 |
E1-5 ENERGY CONSUMPTION AND MIX
The following table provides a comprehensive overview of the Group’s energy consumption for the years 2023, 2024, and 2025, expressed in megawatt-hours (MWh). It captures the dynamics of energy source by detailing the consumption patterns across various fuel types, including fossil fuels and renewable sources.Brembo partially meets its energy needs through electricity generated by photovoltaic systems installed at selected plants. In addition, the Group fully covers electricity consumption with renewable energy certificates at its plants in Italy, Mexico, Brazil, and Spain, and aims to extend this coverage to all global operations by 2030. The energy mix also includes natural gas, LPG, diesel and petrol to support production processes.
Energy consumption and mix
| u.m. | 2025 | 2024 | 2023 | |
|---|---|---|---|---|
| Fuel consumption from coal and coal products (38a) | MWh | 80,245 | 81,642 | 79,512 |
| Fuel consumption from crude oil and petroleum products (38b) | MWh | 37,501 | 35,147 | 33,057 |
| Fuel consumption from natural gas (38c) | MWh | 278,190 | 298,075 | 298,184 |
| Consumption of purchased or acquired electricity, heat, steam, or cooling from fossil sources (38e) | MWh | 131,879 | 197,111 | 287,763 |
| Total energy consumption from fossil resources (37a) | MWh | 527,815 | 611,975 | 698,516 |
| Percentage of fossil sources in total energy consumption (AR 34) | % | 35 | 40 | 44 |
| Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (37cii) | MWh | 981,648 | 919,810 | 873,225 |
| Consumption of self-generated non-fuel renewable energy (37ciii) | MWh | 5,290 | 1,007 | 755 |
| Total energy consumption from renewable sources (37c) | MWh | 986,938 | 920,817 | 873,980 |
| Percentage of renewable sources in total energy consumption (AR 34) | % | 65 | 60 | 56 |
| Total energy consumption related to own operations (37) | MWh | 1,514,753 | 1,532,791 | 1,572,496 |
The categories not presented in the table related to Scope 1 (AR 34) are null in Brembo, signifying the absence of the corresponding energy sources.
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Energy intensity from activities in high climate impact sectors
| u.m. | 2025 | 2024 | |
|---|---|---|---|
| Total energy consumption from activities in high climate impact sectors (41) | MWh | 1,514,753 | 1,532,791 |
| Net revenue 21 from activities in high climate impact sectors used to calculate energy intensity | € millions | 3,703 | 3,841 |
| Energy intensity from activities in high climate impact sectors (40) | MWh/€ millions | 409.09 | 399.06 |
Reconciliation to financial statements
| u.m. | 2025 | 2024 | |
|---|---|---|---|
| Net revenue from activities in high climate impact sectors to calculate energy intensity and net revenue from activities other than in high climate impact sectors | € millions | 3,703 | 3,841 |
| Net revenue Total (Financial Statements) | € millions | 3,703 | 3,841 |
Overall, in 2025, Brembo consumed more than 1,514,753 MWh of energy, representing a decrease of 1% compared to 2024. This reduction is attributable to the implementation of energy efficiency projects and a decline in production in line with the European automotive context. A significant share of total energy consumption is attributable to electricity, which accounts for 73.86% of the total energy use, amounting to more than 1,118,817 MWh. Electricity is primarily used for iron melting furnaces, as well as for machining facilities and the production of compressed air supporting manufacturing processes. In addition, natural gas consumption, mainly used in aluminum melting amounted to 278,190 MWh.
21 Revenue from contracts with customers, note No. 20 of the consolidated financial statement at 31 December 2025.
E1-6 GROSS SCOPES 1, 2, 3 AND TOTAL GHG EMISSIONS
The greenhouse gas (GHG) emissions for Scope 1, 2, and 3 emitted by the Brembo Group are presented below. The calculation of $\text{CO}_2$ equivalent emissions, which encompasses $\text{CO}_2$, $\text{CH}_4$, $\text{NO}_2$, and HFC emissions when applicable, was conducted in accordance with the Guidelines of the GHG Protocol. This calculation was based on emission factors published by recognized and reputable sources, including:
* AIB (Association of Issuing Bodies)
* IEA (International Energy Agency)
* UK Department for Environment, Food and Rural Affairs and Department for Business, Energy and Industrial Strategy
* Ecoinvent ver. 3.11
* Eurostat
* EPA (Environmental Protection Agency)
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Scope 1
The greenhouse gas (GHG) emissions for Scope 1, 2, and 3 emitted by the Brembo Group are presented below.
Gross Scope 1 greenhouse gas emissions
| u.m. | 2025 | 2024 | 2023 | |
|---|---|---|---|---|
| GHG emissions from regulated emission trading schemes (ETS) | $\text{tCO}_2\text{eq}$ | 0.00 | 0.00 | 0.00 |
| Of which GHG emissions from regulated emission trading schemes (ETS) (Investees) | $\text{tCO}_2\text{eq}$ | 0.00 | 0.00 | 0.00 |
| Gross Scope 1 GHG emissions (48a) | $\text{tCO}_2\text{eq}$ | 104,733 | 108,135 | 107,117 |
| Of which Gross Scope 1 GHG emissions (48a) (Investees) | $\text{tCO}_2\text{eq}$ | 565 | 690 | 656 |
| Percentage of Scope 1 GHG emissions from regulated emission trading schemes (48b) | % | 0 | 0 | 0 |
| Percentage of Scope 1 GHG emissions from regulated emission trading schemes (Investees) | % | 0 | 0 | 0 |
Scope 1 greenhouse gas emissions (GHG) refer to direct emissions produced from sources that are owned or controlled by an organization. These emissions represent the total sum of greenhouse gases, expressed in $\text{CO}_2$ equivalents. For Brembo, direct climate-altering emissions arise from facilities, assets, and vehicles that are directly managed by the Company. This category includes emissions resulting from various activities, such as the combustion of fossil fuels in melting furnaces, leaks of refrigerant gases from air conditioning systems, and the use of fossil fuels in the corporate fleet. Emissions from refrigerant gas leakages were also included in the calculations. These emissions are determined based on the quantity of refrigerants released into the atmosphere, as recorded in dedicated registers during periodic refills of air conditioning systems. In cases where such records are unavailable, or where no evidence of refilling activities exists during the year, a conservative approach is applied by assuming that the full quantity of refrigerant contained in the systems has been released into the atmosphere.
Scope 2
Gross Scope 2 greenhouse gas emissions
| u.m. | 2025 | 2024 | 2023 | |
|---|---|---|---|---|
| Gross location-based Scope 2 GHG emissions (49a) | $\text{tCO}_2\text{eq}$ | 508,951 | 530,752 | 597,556 |
| Of which Gross Scope 2 greenhouse gas emissions (Investees) | $\text{tCO}_2\text{eq}$ | 3,855 | 5,048 | 6,145 |
| Gross market-based Scope 2 GHG emissions (49b) | $\text{tCO}_2\text{eq}$ | 74,576 | 116,268 | 174,427 |
Scope 2 greenhouse gas (GHG) emissions refer to the indirect emissions arising from the generation of purchased electricity, as well as from the production of heat, water, steam, or cooling supplied to Brembo through district heating systems. Through these purchases, Brembo indirectly contributes to the emissions generated by energy or heat suppliers. As can be seen from the table above, the market-based Scope 2 values decrease over time as Brembo continues to implement its strategy of reducing Scope 2 emissions by increasing the purchase of renewable energy certificates, aiming to cover 100% of its consumption by 2030.
The following table presents a detailed overview of the contractual instruments used to manage greenhouse gas emissions, expressed in tons of $\text{CO}_2$ equivalent ($\text{tCO}_2\text{eq}$). These instruments are divided into two main categories, unbundled and bundled instruments, and the table shows the emissions associated with each category, as well as the percentage each represents of the total contractual instruments used.
| Types of contractual instruments | Emissions ($\text{tCO}_2\text{eq}$) | Percentage of contractual instruments (%) |
|---|---|---|
| Garantees of origin (GO) | 179,401 | 31.1 |
| Unbundled instruments | International renewable energy certificates (IRECs) | 131,077 |
| Bundled instruments | Garantees of origin (GO) | 161,172 |
| Bundled instruments | Photovoltaic by third party on site PPA | 570 |
| Bundled instruments | International renewable energy certificates (IRECs) | 77,103 |
| Unbundled instruments | GEC - Chinese certificates | 27,577 |
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Where economically sustainable and feasible, Brembo prioritizes the use of power purchase agreements, included within bundled Guarantees of Origin (GO) and International Renewable Energy Certificates (IREC). Where this is not possible, the Group uses GO certificates (for countries within the European Union), IREC certificates and GEC certificates for China. Overall, Scope 2 emissions are calculated using the market-based method, which reflects the total emissions associated with electricity consumption.
Scope 3
Scope 3 greenhouse gas (GHG) emissions refer to those emissions not included in the previous categories but are nonetheless connected to Brembo’s value chain. This scope comprises a total of 15 categories, of which Brembo is included in 10 in its calculations. The significant year on year reduction in GHG emissions between 2024 and 2025 is primarily attributable to the progressive enhancement of data quality and methodological accuracy, including the application of updated conversion factors that better reflect the specific characteristics of the materials used, the replacement of secondary datasets with higher quality primary data, as well as the effective decrease in the carbon intensity of key raw materials through the increased adoption of low carbon inputs. These improvements have strengthened the robustness of our emissions accounting and more accurately reflect the decarbonisation progress achieved across our value chain. In this context, 2024 Scope 3 Category 1 (it was 1,485,806) emissions data have been recalculated to reflect the same methodological updates and data quality improvements applied in 2025, ensuring consistency and comparability across reporting years.
Gross Scope 3 greenhouse gas emissions
| | u.m. |
| :--- | :--- |# 2025 2024 Category
| Category | Unit | 2025 | 2024 |
| :--- | :--- | ---: | ---: |
| 1 Purchased goods and services | tCO 2 eq | 967,969 | 1,300,849 |
| 2 Capital goods | tCO 2 eq | 133,162 | 136,016 |
| 3 Fuel and energy-related Activities (not included in Scope 1 or Scope 2) | tCO 2 eq | 67,602 | 74,944 |
| 4 Upstream transportation and distribution | tCO 2 eq | 43,544 | 51,586 |
| 5 Waste generated in operations | tCO 2 eq | 86,718 | 76,238 |
| 6 Business travel | tCO 2 eq | 2,094 | 3,923 |
| 7 Employee commuting | tCO 2 eq | 33,199 | 34,279 |
| 9 Downstream transportation | tCO 2 eq | 161,701 | 189,986 |
| 12 End-of-life treatment of sold products | tCO 2 eq | 4,788 | 7,019 |
| 15 Investments | tCO 2 eq | 7,894 | 32,799 |
| Gross Scope 3 GHG emissions (51) | tCO 2 eq | 1,508,672 | 1,907,640 |
For completeness of information, the total Scope 3 value for 2024 was 2,085,578 tonCO 2 e. In the calculation of Scope 3 categories, Brembo primarily relies on primary data. Where these are not available, estimates and assumptions are applied, always in line with the GHG Protocol guidance. For Scope 3 Categories 1, 4, 5, 6, 7, 9 and 12, it was necessary to use estimates and assumptions. These categories are characterized by a medium level of uncertainty, mainly due to the emission factors used for quantifying category 1 and for the activity data applied for categories 4, 5, 6, 7, 9 and 12. The remaining categories present a low degree of uncertainty. Specifically, the following methodologies were applied to Scope 3 emissions:
Category 1 (Purchased goods and services) : For aluminum suppliers, calculations were based on data from the current year, while for other suppliers, data from the previous year was used. Emissions were estimated using primary data from approximately 200 key suppliers and secondary data for all the other suppliers of goods and services. The hybrid methodology described in the GHG Protocol Technical Guidance for Calculating Scope 3 Emissions was applied.
Category 2 (Capital goods) : The average spend-based method, as outlined in the GHG Protocol Technical Guidance for Calculating Scope 3 emissions, was applied. This category includes GHG emissions related to the purchase of new buildings, plants, machinery, industrial and commercial equipment and other assets.
Category 3 (Fuel- and energy-related activities) : The calculation methodology for this category includes Well- to-Tank (WTT) emissions related to electricity, district heating, and fuels, in accordance with the GHG Protocol Guidelines.
Categories 4, 5, 6, 7, and 9 : The distance-based method, as described in the GHG Protocol Technical Guidance for Calculating Scope 3 Emissions, was applied.
Category 4 (Upstream transportation and distribution) : Includes emissions from the transport of products between Brembo’s factories and the transport of products to customers paid for by Brembo, calculated based on kilometers travelled and average transported weight.
Category 5 (Waste generated in operations) : Includes emissions from waste disposal, in accordance with GHG Protocol Guidelines.
Category 6 (Business travel) : Covers emissions from employees’ air and rail travel, calculated based on the kilometers travelled for each journey.
Category 7 (Employee commuting) : Includes emissions from employees’ commuting between home and work, calculated based on kilometers travelled by each type of vehicle.
Category 9 (Downstream transportation and distribution) : Includes emissions from the transport of products to customers paid for by customers, calculated based on kilometers travelled and average transported weight.
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Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
Category 12 (End-of-life treatment of sold products) : New category added in order to align with the SBTi framework (the category has been calculated also for 2024, see table 24). The calculation method of Category 5 was applied, integrating the data collection related to the mass of products (and packaging) sold, from the point of sale through to the end-of-life after consumer use.
Category 15 (Investments) : The investment-specific method, as listed in the GHG Protocol Technical Guidance for Calculating Scope 3 emissions, was applied. This category includes GHG emissions from equity investments for the reporting year that are not already included in Scope 1 or Scope 2.
The following Scope 3 categories are not included in the Greenhouse Gas Inventory due to their low significance compared to the other categories, based on the significance analysis carried out in accordance with the GHG Protocol Standard are as follows:
Category 8 (Upstream leased assets) : In case any leased asset was used by Brembo, the related emissions are included in Scope 1 and Scope 2, as Brembo has operational control over these assets.
Category 10 (Processing of sold products) : This emission represents an extremely minimal portion of Brembo’s overall emissions and therefore is considered not material.
Category 11 (Use of sold products) : Brembo braking system do not generate direct CO 2 e emissions during use. In addition, Brembo continuously invests in R&D to design more sustainable braking systems, which have less impact on the environment, including lighter- weight solutions that contribute to reducing vehicle emissions.
Category 13 (Downstream leased assets) : Emissions from downstream leased assets are not relevant, as they are already included in Scope 1 and Scope 2.
Category 14 (Franchises) : Brembo does not have any franchises.
GHG intensity per net revenue (22) (AR 53 and 54)
| Metric | Unit | 2025 | 2024 | % |
|---|---|---|---|---|
| Total GHG emissions (location-based) per net revenue | tCO 2 eq/€ million | 573.19 | 662.99 | -14% |
| Total GHG emissions (market-based) per net revenue | tCO 2 eq/€ million | 455.88 | 555.07 | -18% |
(22) Revenue from contracts with customers, note No. 20 of the consolidated financial statement at 31 December 2025.
Retrospective Milestones and target years
| Metric | Base year (2020) | Comparative (2024) | N (2025) | % N / N-1 | 2025 | 2030 | 2050 | Annual % target / Base year |
|---|---|---|---|---|---|---|---|---|
| Scope 1 GHG emissions | ||||||||
| Gross Scope 1 GHG emissions (tCO 2 eq) | 108,135 | 104,733 | -3% | N/A | N/A | N/A | ||
| Of which from Investees | 690 | 565 | 18% | |||||
| Percentage of Scope 1 | 5% | 4% | - | N/A | N/A | N/A | ||
| GHG emissions from regulated emission trading schemes (%) | 0% | 0% | 0% | - | N/A | N/A | N/A | |
| Scope 2 GHG emissions | ||||||||
| Gross location-based Scope 2 GHG emissions (tCO 2 eq) | 530,752 | 508,951 | -4% | N/A | N/A | N/A | ||
| Of which from Investees | 5,048 | 3,855 | -24% | |||||
| Gross market-based Scope 2 GHG emissions (tCO 2 eq) | 116,268 | 74,576 | -36% | N/A | N/A | N/A | ||
| Of which from BSCCB S.p.A. | 0 | 0 | - | |||||
| SIGNIFICANT SCOPE 3 GHG EMISSIONS | ||||||||
| Total Gross indirect (Scope 3) GHG emissions (tCO 2 eq) | 1,907,640 | 1,682,726 | -21% | |||||
| 1. Purchased goods and services | 1,300,849 | 1,142,975 | -26% | N/A | N/A | N/A | ||
| 2. Capital goods | 136,016 | 112,015 | -2% | N/A | N/A | N/A | ||
| 3. Fuel and energy-related activities (not included in Scope 1 or Scope 2) | 74,944 | 92,654 | -10% | N/A | N/A | N/A | ||
| 4. Upstream transportation and distribution | 51,586 | 18,220 | -16% | N/A | N/A | N/A | ||
| 5. Waste generated in operations | 76,238 | 58,817 | 14% | N/A | N/A | N/A | ||
| 6. Business travelling | 3,923 | 639 | -47% | N/A | N/A | N/A | ||
| 7. Employee commuting | 34,279 | 33,455 | -3% | N/A | N/A | N/A | ||
| 9. Downstream transportation | 189,986 | 160,428 | -15% | N/A | N/A | N/A | ||
| 12 End-of-life treatment of sold products | 7,019 | 16,481 | -32% | N/A | N/A | N/A | ||
| 15. Investments | 32,799 | 47,042 | -76% | N/A | N/A | N/A | ||
| Total GHG emissions (location-based) (tCO 2 eq) | 2,546,527 | 2,237,340 | -17% | |||||
| Total GHG emissions (market-based) (tCO 2 eq) | 2,132,043 | 2,055,216 | -21% |
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Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
E1-7 GHG REMOVALS AND CARBON CREDITS
To neutralize the remaining 10% of CO 2 equivalent emissions by the year 2040, the company intends to implement measures that will either permanently remove or actively support the removal of greenhouse gases (GHGs) from the atmosphere through the acquisition of carbon credits. However, it is important to note that, at present, there are no initiatives in place specifically aimed at the removal of GHGs.
E1-8 INTERNAL CARBON PRICING
At present, Brembo does not utilize an internal price for CO 2 emissions. However, the Company is actively engaged in efforts to introduce carbon pricing within its business cases. It is important to note that there are no critical assumptions made at this time to determine the carbon price applied, as the internal pricing scheme has yet to be established. Additionally, since Brembo does not currently have an internal carbon pricing scheme in place, the disclosure regarding the consistency of the carbon price used in this scheme with the carbon price reflected in financial statements is not applicable.
- SCOPE 1 104,733 tonCO2e (2024: 108,135)
- SCOPE 2 market based 74,576 tonCO2e (2024: 116,268)
- SCOPE 3 1,508,672 tonCO2e (2024: 1,907,640)
- Total Market Based 1,687,980 tonCO 2 e (2024: 2,132,043)
Scope 1 Scope 1 greenhouse gas emissions (GHG) pertain to the direct emissions produced from sources that are owned or controlled by an organization. These emissions represent the total sum of greenhouse gases, expressed in CO 2 equivalents.
Scope 2 Scope 2 greenhouse gas (GHG) emissions refer to the indirect emissions resulting from the generation of electricity purchased by Brembo, as well as from the heating of water/steam supplied to the Group through district heating systems.
Scope 3 Scope 3 greenhouse gas (GHG) emissions refer to those emissions not included in the previous categories but are nonetheless connected to Brembo’s value chain.
2025 Brembo Annual Report 89
Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.# E2 IRO-1 POLLUTION MATERIAL IMPACTS, RISKS AND OPPORTUNITIES
The double materiality assessment has led to the identification of the Group’s Impacts, Risks and Opportunities related to pollution. The material IROs are listed below.
Negative impact - Air pollution caused by emissions of carbon monoxide (CO), nitrogen oxides (NOx), fine particulate matter (PM), hydrogen sulphides (H2S) and sulphur oxides (SOx) from the production of components for braking systems of cars, motorcycles and commercial vehicles (own operations and value chain).
Negative impact - Pollution of water resources caused by discharges of pollutants from cast-iron and aluminum processing and/or painting processes in the production of braking systems.
Negative impact - Potential harm to human health caused by worker exposure to hazardous and highly hazardous chemicals (SVHCs) during the manufacturing process of car brakes (own operations).
Risk - Fines, refunds, extra costs and customer relationship impacts deriving from regulatory non- conformities of a Brembo product (including when caused by a supplied component), for example in terms of emissions.
Risk - Activity suspension, decontamination costs and potential legal liabilities deriving from environmental pollution caused by an accidental event (e.g., fire) at a Brembo plant.
To identify potential impacts, risks and opportunities related to pollution, Brembo has considered all its production plants and the overall value chain, as described in section ESRS 2 IRO-1 herein. As described under ESRS E1 – IRO 1, the Group maintains an active, ongoing dialogue with internal and external stakeholders, grounded in transparency, trust, and the pursuit of consensus. This process is formalized in the Brembo stakeholder engagement policy, which sets out the principles, channels, and most appropriate engagement methods for the identified stakeholder groups.
In addition, Brembo has defined an Internal Control and Risk Management System (ICRMS). Risk management at Brembo is strongly embedded in decision-making and business management processes, including strategic and operational planning, the management of new business initiatives and the associated change, as well as the preparation of specific reports for stakeholders. Within its Internal Control and Risk Management System, Brembo has established an Enterprise Risk Management framework based on the ISO31000 (International standard for Risk Management), which defines processes to be followed by global central functions and business units to identify, assess, manage and monitor company risks.
Within the Environmental and Energy Management System, each plant conducts a comprehensive bottom-up assessment of environmental risks and opportunities across short, medium and long-term horizons, in compliance with ISO 14001 requirements. This assessment is supported by internal tools and external datasets (e.g. ISPRA, NOAA, FEMA, WRI Aqueduct) and informs the prioritization of environmental mitigation and improvement actions. Risk and opportunity analysis are performed annually, and whenever significant changes occur, through the ORME information system (Obligation and Risk Management for Environment & Energy).
Brembo has defined an internal methodology for identifying environment- and energy-related risks and opportunities across each phase of the production process. Each site assesses risks by assigning a score on a scale from 1 to 5, based on detectability, frequency, and severity. The same methodology is applied to opportunities. Based on the resulting score, risks and opportunities are classified as very low, low, medium, high, and very high. The system mandatorily requires the identification and implementation of improvement actions for risks and opportunities classified as high or very high.
In the context of the Environmental and Energy Management System, compliant with ISO 14001, each plant monitors and prioritizes the environmental mitigation actions to be implemented; in particular, each site is aligned with the three procedures “Chemical Management” , “Air Emission Management” and “Water Management”, which define guidelines and requirements for the correct management and monitoring of these substances of concern. Risk and opportunity analysis are performed annually, and whenever significant changes occur, through the ORME information system (Obligation and Risk Management for Environment & Energy).
Furthermore, Brembo in 2023 published the “Brembo stakeholder engagement policy”, which defines the channels of dialogue between the Group and its stakeholders and in which it describes some prerequisites for establishing an effective dialogue, including the identification of key stakeholders and the most suitable methods for their engagement.
E2-1 POLICIES RELATED TO POLLUTION
The Group has a structured system of policies and procedures to manage impacts, risks and opportunities related to the prevention and monitoring of pollution. These policies aim to minimize negative environmental impacts and to identify and leverage opportunities for continuous improvement. Policies and specific operating procedures related to the pollution of environmental matrices are outlined below.
Brembo has developed the environment and energy policy to manage the main environmental issues applicable to the Company. For the full description of the contents and interoperability between the various environmental ESRSs, please refer to chapter E1-2 policy. The details of the policy relating to pollution are listed below:
Brembo has introduced requirements across all plants to ensure emissions remain well below the limits set by national legislation. This ambitious goal is achieved through a robust monitoring system for key pollutants and the installation of treatment plants aligned with Best Available Techniques. Additionally, the use of advanced materials and innovative technical solutions in Brembo products helps reduce polluting emissions from brake wear during use. Through ongoing research into innovative materials and technical solutions for both processes and products, Brembo aims to reduce the use of high-impact substances, thereby minimizing its environmental footprint during both production and product use.
As part of its Environmental Management System, Brembo has adopted specific procedures aimed at mitigating and preventing pollution at its production plants, and in particular:
- The “ Management of Emissions into the Atmosphere ” procedure, which aims to establish the requirements and methods for the management and monitoring of polluting emissions generated by production processes and auxiliary activities.
- The “ Water Cycle Management ” procedure defines methods for managing the integrated water cycle at Brembo sites, focusing the attention both on quantity and quality improvement.
- The “ Management of Chemical Substances ” procedure establishes a methodology for the managing chemicals at within Italian sites, ensuring compliance with national and international chemical regulations.
E2 - POLLUTION 2025 Brembo Annual Report 90 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
E2-2 ACTIONS AND RESOURCES RELATED TO POLLUTION
With regards air emissions, Brembo recognizes that pollutant emissions from its production processes may adversely affect the health of communities adjacent to its facilities and pose risks to local flora and fauna. To mitigate these impacts, Brembo has implemented an Environment and Energy Management System that establishes common requirements across all Group plants, aimed at maintaining environmental risks well below the emission limits mandated by the legislation of the countries in which it operates. The procedure followed standards ISO 14001 and 14004.
According to Brembo Water Management procedure, each plant has to identify and characterize the air flow from all machinery and productive processes in the factory. In particular, based on the information reported in the material safety data sheets, it is necessary to keep a register that contains information on products and substances used for production and other facility activities. The register should include the following information for each products/substances used: name, composition, phase of the process the product/substance is used, whether the process phase is connected to a water discharge point, ecotoxicological information, possible formation of reaction subproducts. Composition and ecotoxicological information are used as indicators to identify which products/ substances are pollutants.
Each facility has developed appropriate monitoring plans to ensure that emissions from production processes, including odorous emissions, are limited to technological thresholds. Typical parameters monitored include those emitted during melting processes (such as dust, NOx, and SOx) and those generated by mechanical processing and painting processes (dust and VOCs), with emission values governed by local legislation. To further reduce pollution risk, Brembo mandates that each emission point be equipped with abatement systems that ensure atmospheric emissions are at least 60% lower than local legislative limits. Additionally, Brembo monitors the quantity of coolants (HFC and HCFC) released into the atmosphere, calculating the corresponding $\text{CO}_2$ equivalent impact. The scope of these actions encompasses all emission points across Brembo’s facilities, ensuring that the internal requirements for abatement systems are uniformly applied. Key actions related to air emissions are to be completed on an annual basis, with ongoing monitoring and assessment to ensure compliance and effectiveness.
A water pollutant can be defined as a physical, chemical or biological factor causing aesthetic or detrimental effects on aquatic life and on those who consume water.Majority of the water pollutants are in the form of chemicals which remain dissolved or suspended in water and cause an environmental impact. Organic and inorganic pollutants are mainly discharged from industrial effluents and sewage into the water bodies. These contaminants may be naturally occurring or man- made. Due to processes like pre-treatments, painting, anodizing, and machining processes, Brembo’s plants may discharge chemical contaminants like inorganic pollutants, nitrates, phosphates, other nutrients, oxygen demanding pollutants, oils and other synthetic organic compounds.
Regarding water emissions, Brembo’s Environment and Energy Management System also address water use. The procedure followed standards ISO 14001 and 14004. According to Brembo water procedure, each plant has to identify and characterize discharged water from all machinery and productive processes in the factory. In particular, based on the information reported in the material safety data sheets, it is necessary to keep a register that contains information on products and substances used for production and other facility activities. The register should include the following information for each products/substances used: name, composition, phase of the process the product/substance is used, whether the process phase is connected to a water discharge point, ecotoxicological information, possible formation of reaction subproducts. Composition and ecotoxicological information are used as indicators to identify which products/substances are pollutants. The Water Management procedure establishes also requirements and restrictions to ensure the rational use of water resources and protection against potential accidental contamination. These requirements are binding for all Brembo facilities, ensuring uniform application of the procedure. Specifically, in cases of potential contamination due to water discharge, the procedure mandates limits that are up to 60% lower than those set by local regulations. Consequently, all sites are required to implement appropriate measures to maintain pollutant concentrations in discharges consistently below this threshold, either by using products with lower environmental impact or by employing advanced discharge water treatment technologies. Each plant conducts risk and opportunities assessment for processes impacting water resources, leading to mitigation actions for areas identified as high risk or with significant opportunities. Furthermore, Brembo carries out an annual company-wide risk evaluation, using the World Resources Institute’s (WRI) Aqueduct methodology, to assess exposure to water quality and availability risks at each Group site. As for air emission, the scope of these water management actions applies uniformly across all Brembo facilities. These actions are implemented on an annual basis, with continuous monitoring and evaluation to ensure compliance and effectiveness. Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed due to data confidentiality with regard to the financial year 2025.
E2-3 TARGETS RELATED TO POLLUTION
The target established by Brembo stipulates that pollutant concentrations in air and water discharges are intended to be kept below 60% of the limits imposed by local regulations. The defined target level is absolute, measured in percentage (%), indicating the specific concentration levels to be achieved. The scope of this target encompasses all Brembo plants (direct operations) worldwide, ensuring comprehensive application across the company’s activities. Performance against 2025 Brembo Annual Report 91 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. the disclosed targets is monitored through annual measurements to ensure compliance with pollutant thresholds in air and water. The monitoring process confirms that the targets are being met as initially planned, with ongoing analysis of trends and significant changes in performance towards achieving the established targets. The target is not mandatory, and it is not required by legislation, affirming the commitment of the company to monitor these kinds of pollutants during its processes. This target is closely aligned with Brembo’s policy objectives, reflecting the company’s commitment to preserving essential environmental matrices such as water, soil, and air. As part of its Environment and Energy Management System, Brembo has implemented an Air Emission, Soil, and Water Management procedure that imposes requirements and restrictions across all Group plants to ensure sustainable use and protection against pollution. This ambitious objective is supported by a robust monitoring system for the principal pollutants resulting from production processes and the installation of treatment plants in accordance with Best Available Techniques (BAT). The methodologies and assumptions used to define the target are based on the recognition that pollutant emissions from Brembo’s production may have direct negative effects on the health of adjacent communities and local flora and fauna. The Environment and Energy Management System has introduced common requirements across all Group plants to contain environmental risks well below the emission limits provided for local legislation. Each plant has established monitoring plans to ensure that emissions generated by production processes, including odorous emissions, not typically covered by legislative requirements, are limited to technological thresholds. Additionally, the Water Management procedure within the Environment and Energy Management System sets stringent requirements for rational water use and protection against accidental contamination. The targets related to environmental matters are based on conclusive scientific evidence, with values derived from precise measurements conducted at plants subject to regular or ongoing spot checks. Emissions at each plant are calculated based on these measurements, considering the concentration of harmful substances, mass flow, and operating time. There has been no involvement of stakeholders in the target-setting process for these material sustainability matters and there have been no changes to the targets, corresponding metrics, or underlying measurement methodologies, significant assumptions, limitations, sources, or data collection processes within the defined time horizon.
E2-4 POLLUTION OF AIR, WATER AND SOIL
Primary data is gathered from factories using the EE Data Collection system, which ensures a systematic approach to data acquisition. Once collected, this data is automatically transferred to the non-financial reporting system for further processing. Emissions are reported by the sites that carry out chimney monitoring, in compliance with applicable legislative requirements. Following this phase, emission data is reprocessed in accordance with the Guidelines outlined in the procedure “Atmospheric Emission Management”, ensuring accuracy and compliance throughout the process.
| Pollutant Name | u.m. | 2025 | 2024 | 2025 | 2024 |
|---|---|---|---|---|---|
| Air | Water | Soil | Air | ||
| Ammonia ($\text{NH}_3$) | kg | 840.30 | – | – | 195.47 |
| Anthracene | kg | 0.23 | – | – | 0.12 |
| Arsenic and compounds (as As) | kg | 0.51 | – | – | 0.56 |
| Benzene | kg | 1,816.10 | – | – | 763.97 |
| Cadmium and compounds (as Cd) | kg | 0.51 | – | – | 0.56 |
| Carbon dioxide ($\text{CO}_2$) | kg | 0.03 | – | – | 1,263.95 |
| Carbon monoxide (CO) | kg | 1,069,130.50 | – | – | 571,520.16 |
| Chlorides (as total Cl) | kg | – | 42.16 | – | – |
| Chlorine and inorganic compounds (as HCl) | kg | 453.81 | – | – | 483.54 |
| Chromium and compounds (as Cr) | kg | 33.96 | – | – | 20.65 |
| Copper and compounds (as Cu) | kg | 10.20 | 0.05 | – | 97.67 |
| Cyanides (as total CN) | kg | – | 0.10 | – | – |
| Fluorides (as total F) | kg | – | 0.01 | – | – |
| Fluorine and inorganic compounds (as HF) | kg | 217.29 | – | – | 107.82 |
| Lead and compounds (as Pb) | kg | 5.19 | – | – | 11.65 |
| Methane ($\text{CH}_4$) | kg | 6,791.75 | – | – | 6,462.99 |
| Naphthalene | kg | 3.41 | – | – | 0.90 |
| Nickel and compounds (as Ni) | kg | 15.40 | 4.82 | – | 30.00 |
| Nitrogen oxides ($\text{NOx}/\text{NO}_2$) | kg | 115,853.97 | – | – | 144,164.11 |
| Nitrous oxide ($\text{N}_2\text{O}$) | kg | 3,715.42 | – | – | 15,919.43 |
| Non-methane volatile organic compounds (NMVOC) | kg | 84,233.70 | – | – | 54,089.80 |
| Particulate matter ($\text{PM}_{10}$) | kg | 288,263.89 | – | – | 351,934.91 |
| Dioxins and Furans ($\text{PCDD}/\text{PCDF}$) | kg | - | – | – | – |
| Polycyclic aromatic hydrocarbons (PAHs) | kg | 20.83 | 0.01 | – | 1.56 |
| Sulphur oxides ($\text{SOx}/\text{SO}_2$) | kg | 126,276.76 | – | – | 90,906.79 |
| Total nitrogen | kg | – | 68.45 | – | – |
| Total organic carbon (TOC) (as total C or COD/3) | kg | – | 4.14 | – | – |
| Total phosphorus | kg | – | 505.14 | – | – |
| Zinc and compounds (as Zn) | kg | 81.17 | 25.06 | – | 202.82 |
| Total | kg | 1,697,764.96 | 649.94 | – | 1,237,932.32 |
2025 Brembo Annual Report 92 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
Brembo has consolidated the emission data and encompassing the amount from facilities which the company exercises operational control. The measurement methodologies adopted for monitoring emissions include direct measurement through tools such as online analyzers, as well as calculations based on site- specific data, thereby ensuring an accurate assessment of emissions. It should be noted that comparisons with previous years regarding emissions are not possible, as they are influenced by variables that are difficult to control, such as the production mix, which can significantly impact the quantity of substances emitted. In the context of emissions reporting, Brembo has considered the emissions of pollutants to water, particularly in areas identified as being at risk, including those experiencing high water stress.
Emissions of pollutants to water in areas at water risk u.m.## 2025 2024 Total emissions of pollutants to water occurring in areas at water risk kg 10.6 1,731.98
Total emissions of pollutants to water occurring in areas of high- water stress kg 10.6 1,731.98
Total water pollutants kg 649.94 1,777.06
Percentage of total emissions of pollutants to water occurring in areas at water risk % 1.55 97.5
Percentage of total emissions of pollutants to water occurring in areas of high-water stress % 1.55 97.5
E2-5 SUBSTANCES OF CONCERN AND SUBSTANCES OF VERY HIGH CONCERN
This disclosure about substances of concern aims at providing an understanding of actual or potential impacts related to such substances, also taking account of possible restrictions on their use and/or distribution and commercialization. These substances may be present in the emissions, in the auxiliaries and in the raw materials used in the production processes, or in the purchased articles which compose the final goods.
For the annual report 2025, Brembo acknowledges the Substances of Concern (SoC) as Substances of Very High Concern (SVHC) listed in the latest 2025 ECHA Candidate List, dated 05th November 2025, in accordance with Article 59 of the REACH Regulation applicable at the European level, Substances with a harmonized classification (Annex. VI. Part 3, CLP - Regulation 2008/1272 and its amendments) that meets the requirements for specific health and environmental hazards, and Persistent Organic Pollutants (according to POPs Regulation - Regulation 2019/1021and its amendments).
Brembo is actively undertaking an analysis to identify a comprehensive list of these substances, especially for the Substances of Very High Concern (SVHC) at the group level, aiming to identify and prevent the possible impacts on environmental matrices and human health.
In light of all this, Brembo has made every effort to collect the necessary information from its suppliers to disclose the quantities of Substances of Concern (SoC) and Substances of Very High Concern (SVHC). However, as this involves third parties and pertains to ‘value chain information,’ it has proven to be challenging. This difficulty arises from various factors, including existing contractual arrangements, the level of control exercised over the suppliers and the geographical spread of the manufacturing. In particular, the collection of data has been particularly difficult in extra- European countries because outside of Europe the REACH Regulation is not applicable and entities follows a different legislative framework. Moreover, the adoption of different versions of the Globally Harmonized System (GHS), instead of the EU adaptation, in these countries may lead to a significantly different hazard classification of substances This approach will require to the Company to classify all the substances at Group level by following the EU criteria, sometime modifying the suppliers’ classification. Since a European standard methodology is missing, neither at Global level, Brembo developed an internal method, but complete and verified data from external suppliers and partners are still unavailable or incomplete. Actually, the preparation of an estimation did not yield reasonable and supportable information, as Brembo is unable to consider all the variables that characterise the semi-finished products used in the finished products. Unfortunately, sector averages or market proxies that could assist in the estimation are not available at this time.
In light of the foregoing it has not been possible to gather complete and reliable information regarding Substances of Concern and Substances of Very High Concern for the Group during this year of disclosure. Since this also pertains to information that needs to be collected throughout the value chain, Brembo is utilising the transitional provision outlined in ESRS 1, Article 10- 2, paragraph 133(b), which permits reporting on this information starting from subsequent years. The data collection process is currently being enhanced and will be refined for next year’s disclosure, which for year current disclosed is mostly qualitative. Brembo is collaborating with its value chain partners to gather all relevant data concerning Substances of Concern and Substances of Very High Concern.
2025 Brembo Annual Report 93
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
E3 IRO-1 WATER AND MARINE RESOURCES MATERIAL IMPACTS, RISKS AND OPPORTUNITIES
The double materiality assessment has led to the identification of the Group’s Impacts related to water management. The material IROs are listed below.
Negative impact - Reduced water availability caused by water use in braking-system production processes, particularly in water-stressed areas.
Negative impact - Reduced water availability caused by water use across processes in water-stressed areas.
The Group’s materiality assessment considers relevant mitigation actions for identified IROs, which are managed through Brembo’s Internal Control and Risk Management System
Brembo's risk assessment methodology under ERM framework takes into account and is informed by the principles of ISO 31000, in accordance with international best practices. Risks and opportunities are identified using an integrated top-down and bottom-up approach across operations and the value chain, consolidated in the Group Risk Report, and reported to the Audit, Risk and Sustainability Committee.
At site level, ISO 14001, the Environmental and Energy system requires ISO 14001 compliant bottom-up assessments supported by internal tools and external datasets (for example ISPRA, NOAA SLOSH, FEMA flood zones, WRI Aqueduct and the WWF Water Risk Filter). This assessment informs the prioritization of environmental mitigation and improvement actions.
Risk and opportunity analysis are performed annually, and whenever significant changes occur, through the ORME information system (Obligation and Risk Management for Environment & Energy). Brembo has defined an internal methodology for identifying environment- and energy-related risks and opportunities across each phase of the production process. Each site assesses risks by assigning a score on a scale from 1 to 5, based on detectability, frequency, and severity. The same methodology is applied to opportunities. Based on the resulting score, risks and opportunities are classified as very low, low, medium, high, and very high. The system mandatorily requires the identification and implementation of improvement actions for risks and opportunities classified as high or very high.
In parallel, Brembo assesses water availability and quality at the basin or catchment level, reflecting its reliance on high-quality freshwater for production processes (e.g., surface treatments and oil emulsion preparation), safety systems (e.g., fire prevention), and facilities (e.g., restrooms and canteens) with particular attention to sites located in water-stressed regions. The Company also monitors water related regulatory frameworks, including pricing and discharge requirements, as key factors for profitability, compliance and license to operate. Additionally, Brembo evaluates the condition of ecosystems, habitats and sensitive environmental matrices (water, air, soil, flora and fauna), potential climate related impacts, and employee health and access to safely managed WASH (water, sanitation, and hygiene) services, to ensure a comprehensive understanding of water risks and dependencies.
Brembo maintains an ongoing dialogue with stakeholders to improve environmental and social outcomes. In 2025, the Group enhanced water-related stakeholder E3 - WATER AND MARINE RESOURCES engagement by expanding the water section of its supply chain questionnaire to: identify suppliers with high water consumption, assess related risks (including operations in water-stressed areas), understand dependencies, and collect information on reduction measures and targets. The strong response from suppliers allowed Brembo to establish a robust initial mapping. In the coming years, the Group plans to further refine the questionnaire and work closely with high water–consuming suppliers to reduce water-related impacts.
To understand which sites are in areas at “Extremely High Risk” and “High Risk”, Brembo carried out an analysis based on WRI Aqueduct for Baseline Water Stress and WWF Water Risk Filter tools. The result stated that the owned sites located in risky areas are the following ones:
- Mexico : 3 facilities located in the Rio Bravo River basin, Monterrey area
- China : 3 facilities, two of which located along the China’s East Coast and two in Yongding He River basin, Hebei region
- India : 2 facilities in India’s East Coast and Krishna River basin
- North America : 1 facility in North Atlantic Coast River basin (New Jersey)
- Italy : 1 facility in Po River basin
- Spain : 3 facilities along the South-East Coast
- Poland : 1 plant in Oder River basin
Regarding the methodologies, assumptions and tools used in identifying and assessing material impacts, risks and opportunities along Brembo’s value chain, please refer to section ESRS 2 IRO-1 herein.
E3-1 POLICIES RELATED TO WATER
The Group has a structured system of policies and procedures to manage water-related impact. The policies adopted not only aim to minimize negative impacts on the environment, but also to identify and exploit opportunities to continuously improve their practices. Brembo has established the Environment and energy policy that addresses all the main environmental issues relevant to the Company. For a full description of its contents and the interlinkages across the environmental ESRS topics, please refer to chapter E1-2 policy. Brembo promotes sustainable use of water resources along the entire value chain, focusing on regions at high water risk.The Company is committed to reducing water consumption by increasing reuse and recycling, and to minimizing wastewater leakage and discharge. This is achieved through efficient water management practices, innovative processes and the use of alternative water sources, ensuring local resources are preserved. Brembo also recognizes that access to clean water and sanitation is a fundamental human right, ensuring all workers have access to WASH services. Brembo maintains an Environmental Management System which includes the “Water Cycle Management” operating procedure. This procedure outlines methods for managing the water cycle at all sites covering all phases of production and auxiliary processes. It defines steps to identify water use and consumption, determining areas of significant use, and identifying opportunities for improvement. It also regulates pollutant management in water, as described in chapter E2-1 policy.
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The Company’s strategy promotes rational use of water, progressively reducing use in production processes and increasing supply from alternative sources, including water recovered from other processes. To prevent environmental contamination from water discharge, Brembo applies stringent standards, with limits up to 60% lower than those required by local regulations. The Company has reached the goal of achieving full water flow monitoring by 2025 covering water withdrawal, discharge and significant internal use at all Group sites. All sites are required to implement measures to ensure pollutant concentrations in discharges remain consistently below regulatory limits, such as using lower impact substances or advanced wastewater treatment technologies. Committed to sustainable development, Brembo evaluates the environmental impact of its products and services throughout their entire life cycle. The Company aims to provide increasingly environmentally friendly solutions, using improved product environmental performance as a driver for innovation and a source of competitive advantage. During product design, Brembo applies circular economy principles to reuse resources and minimize the use of virgin material. Brembo is particularly focused on improving management high-water-stress areas. These areas are identified using water risk assessment tools and specific geographic analyses. Currently, fifteen Brembo plants operate in high-stress regions, all governed by the Company’s water management policies and procedures. It is important to note that no policies or practices concerning sustainable oceans and seas have been adopted, since this aspect is not applicable to the Brembo Group’s business operations.
E3-2 ACTIONS AND RESOURCES RELATED TO WATER
Brembo is committed to managing its material sustainability matters effectively, particularly those related to water scarcity. The Company is currently exploring alternative water sources for plants located in areas affected by water scarcity. Most of the plants receive water from the public network to ensure continuity of supply throughout the year and to prevent any business interruptions due to predictable water rationing. The scope of this action is to ensure business continuity, avoid depriving the local community of fresh water, and control water costs to maintain affordability even in emergency situations. Key implementation projects are expected to be completed by 2030. In addition, Brembo aims to identify all locations where alternative water sources are required, particularly in plants located in high-risk water scarcity areas, and to determine the most efficient solutions for utilizing these alternative sources.
Brembo has strategically designed its processes to minimize the use of water wherever possible. Disc machining plants have successfully transitioned to dry machining techniques, eliminating the need for wet cutting emulsions. Furthermore, all operations use closed circuit cooling systems that cool and recirculate water multiple times. Additional efficiency improvements have been implemented, such as installing toilet flushing systems that reduce water consumption per use.
A notable example of Brembo’s commitment to sustainable water management is its Mexican cast iron foundry, where a water reuse system has been built in 2024 to use an alternative water source from the municipal wastewater treatment facility in Monterrey, becoming operative in 2025. Following the success of this project, in 2025 Brembo assessed the feasibility of replicating this solution at two additional Mexican sites located in water-scarce areas. In 2025, this project made it possible to avoid withdrawing 85,000 cubic meters of high-quality drinking water from the aqueduct by using lower quality water sourced from the consortium wastewater treatment plant.
During 2025, production sites also developed and implemented smaller-scale initiatives aimed at reducing water consumption. For example, at the Polish disc-machining plant, a project was implemented to extend the useful life of the emulsions generated by mechanical machining. In addition, some Italian and Polish plants are testing and evaluating a low-temperature plate evaporator to treat spent emulsions by evaporating the water component from the oil. This process enables recovered water to be reused in production processes and for floor cleaning, thus avoiding disposal as waste.
Brembo considers water resources to be highly valuable and will continue to encourage its sites to develop water- related projects and to share best practices and ideas in this area through dedicated workshops. Furthermore, since 2023, Brembo has progressively extended water stewardship beyond its own operations to the upstream value chain. In 2025 this activity was formalized through the Supply Chain Water Footprint Program, which introduced a structured engagement process to gather information from selected suppliers on water use and water management practices, aiming to improve visibility over withdrawals, discharges, sources, and destinations. This approach enabled a more accurate quantification of the water burden associated with purchased goods and services and facilitated the identification of upstream hotspots requiring attention. The information collected covers key dimensions of water stewardship, such as product-related insights, operational water use linked to production destined for Brembo, general breakdowns of water sources and discharge pathways, and contextual elements including exposure to water-stress areas and the presence of management measures or improvement initiatives. This expanded dataset strengthens Brembo’s capacity to conduct value-chain analysis on water-related impacts and dependencies, while supporting long-term supplier engagement on responsible water management.
In January 2026, Brembo was confirmed among the global leaders in corporate water stewardship, earning a place on the 2025 Water Security A List compiled by CDP, the international non-profit organization that collects, disseminates and promotes environmental disclosure and performance. Inclusion on this list reflects the highest level of achievement in water-related transparency and management, a distinction awarded to only a limited number of companies out of the more than 22,000 organizations assessed globally. After strengthening our water governance, improving water use efficiency, and enhancing the completeness and transparency of our reporting, Brembo has now attained the top “A” rating in the Water Security category. This achievement recognizes our strategic approach to addressing water-related risks and opportunities, reducing water consumption and wastewater impact, and advancing responsible water stewardship across our operations and value chain.
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The “A” rating is the highest possible score attainable in the Water Security section and positions us among the world’s most effective corporate water stewards — companies that demonstrate comprehensive disclosure, mature environmental governance, and measurable progress in safeguarding freshwater resources. CDP’s scoring is widely regarded as a global benchmark for environmental leadership and transparency, influencing investor decisions and promoting resilient, sustainable business practices. Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed due to data confidentiality with regard to the financial year 2025.
E3-3 TARGETS RELATED TO WATER
Brembo has established measurable outcome-oriented targets to monitor progress in its sustainability strategy. The main target focuses on the measurement of water flows, translating the policy commitment to the “responsible use of natural resources” into concrete actions. Specifically, Brembo set the objective for all plants to achieve 100% measurement of water flow by 2025, expressed as the percentage of flows effectively measured across all operations. The target is absolute. The scope covers all Brembo activities, enabling accurate monitoring and comparison with internal and external benchmarks and best practices. Actions to meet this target included installing meters in locations where they are currently absent and closely monitoring the installation program. The Group completed the installation of inlet water flow meters in all production plants as early as 2022 and finalized the installation of discharge and significant internal-use meters. In 2025, Brembo achieved its target by measuring 100% of the water withdrawn and discharged at all production sites, as well as 100% of significant water uses.Brembo is committed to maintaining this target in the coming years, including in the event of new acquisitions or the opening of new production facilities. Accurate measurement is expected to support potential water saving up to 5%. No stakeholders were involved in the target-setting process, and there have been no changes to the targets or the associated metrics, methodologies, or assumptions. The water targets set by Brembo are designed to allow for the detection of any abnormal consumption during operations, enabling the implementation of improvement actions aimed at reducing water usage. The target relates to the reduction of water consumption, although it is not mandatory by legislation.
E3-4 WATER CONSUMPTION
The total Group’s water consumption for 2025 is equal to $818,645.42\text{m}^3$ (Table 29). The total water consumption in areas at material water risk, including those experiencing high-water stress, amounts to $274,496.63\text{m}^3$. Additionally, the total water recycled and reused is $99,289.89\text{m}^3$, while no water is currently stored.
| Indicator | u.m. | 2025 | 2024 | 2023 |
|---|---|---|---|---|
| Water consumption (28a) | $\text{m}^3$ | $818,645.42$ | $916,125.56$ | $988,880.00$ |
| Total water consumption in areas at water risk, including areas of high-water stress (28b) | $\text{m}^3$ | $274,496.63$ | $250,432.38$ | $242,870.00$ |
| Water recycled and reused (28c) | $\text{m}^3$ | $99,289.89$ | $89,097.24$ | – |
| Water stored (28d) | $\text{m}^3$ | $0$ | $0$ | – |
| Changes in water storage (28d) | $\text{m}^3$ | $0$ | $0$ | - |
| Water intensity ratio (29) | $\text{m}^3/€ \text{ millions}$ | $221.09$ | $238.51$ | $256.91$ |
| Water withdrawals | $\text{m}^3$ | $1,544,051.53$ | $1,599,240.01$ | $1,620,720.00$ |
| Water discharges | $\text{m}^3$ | $725,406.11$ | $683,114.46$ | $631,840.00$ |
The process of water management and monitoring is governed by common requirements outlined in the procedure “Water Cycle Management”, which supplement the regulatory requirements specific to each country. Primary data are collected through meter readings and bills, documented by the plants, and periodically compiled in the EE Data Collection. This data is then automatically transferred to the Non-Financial Reporting (NFR) system. Regarding recycled and reused water, not all plants are able to provide measurements for the volume of this water.
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E4-1 TRANSITION PLAN AND CONSIDERATION OF BIODIVERSITY
As of the reporting date, the Company has not adopted a formal Biodiversity Transition Plan. Based on the double materiality assessment, biodiversity and ecosystems have been identified as material primarily in relation to upstream activities, while no material impacts, risks or dependencies were identified in connection with the Company’s own operations. In line with the requirements, the Company is progressively enhancing its assessment of nature-related impacts, risks and opportunities, with a particular focus on the geographic location of its operational sites and suppliers. Ongoing analyses aim to map the value chain against areas of high biodiversity value, protected areas and regions exposed to ecosystem degradation or water stress, in order to better understand potential pressures on biodiversity and ecosystem services. The results of these location-specific assessments will inform the prioritization of material IROs and support the potential development of targeted mitigation and remediation actions, as well as the future definition of strategic objectives and measurable targets aligned with emerging regulatory expectations and international frameworks.
E4 SBM-3 Biodiversity material impacts, risks and opportunities
The Brembo Group, with the support of a specialized consultant, assessed the state of biodiversity in the areas surrounding its plants, to identify the sites with the greatest presence of biodiversity and ecosystem-related physical, transitional and systemic risks, and to implement the necessary activities. Although the Group owns sites located near potentially sensitive areas in terms of biodiversity, the Group’s preliminary analyses indicate that the presence of the plants does not adversely affect these areas: no direct negative impacts have been identified regarding land degradation, desertification or soil sealing, or the presence of protected species.
E4 IRO-1 BIODIVERSITY & ECOSYSTEM MATERIALITY ASSESSMENT PROCESS
The double materiality assessment has led to the identification of the Group’s Impacts related to biodiversity. The material IROs are listed below.
Negative impact - Deforestation, air and water pollution, land consumption, and pressure on virgin raw materials and natural ecosystems caused by poor management of mining activities for bauxite (for aluminum), graphite, coke, and calcium carbonate.
As described under ESRS E1 – IRO 1, the Group maintains an active, ongoing dialogue with internal and external stakeholders, grounded in transparency, trust, and the pursuit of consensus. This process is formalized in the Brembo stakeholder engagement policy, which sets out the principles, channels, and most appropriate engagement methods for the identified stakeholder groups. Within the Environmental and Energy Management System, each plant conducts a comprehensive bottom-up assessment of environmental risks and opportunities across short, medium and long-term horizons, in compliance with ISO 14001 requirements. This assessment is supported by internal tools and external datasets (e.g. ISPRA, NOAA, FEMA, WRI Aqueduct) and informs the prioritization of environmental mitigation and improvement actions. Risk and opportunity analysis are performed annually, and whenever significant changes occur, through the ORME information system (Obligation and Risk Management for Environment & Energy). Brembo has defined an internal methodology for identifying environment- and energy-related risks and opportunities across each phase of the production process. Each site assesses risks by assigning a score on a scale from 1 to 5, based on detectability, frequency, and severity. The same methodology is applied to opportunities. Based on the resulting score, risks and opportunities are classified as very low, low, medium, high, and very high. The system mandatorily requires the identification and implementation of improvement actions for risks and opportunities classified as high or very high.
E4-2 POLICIES RELATED TO BIODIVERSITY
The Group’s commitment to protecting biodiversity is set out in the environment and energy policy, aimed at managing all the main environmental issues applicable to the Company across the board. For the full description of the contents and interoperability between the various environmental ESRSs, please refer to chapter E1-2 policy. Specifically, the policy commits Brembo to the prevention and protection of biodiversity. The Company ensures that risks to biodiversity, as well as interrelationships with climate change, water, natural resource management, and local community development, are identified and managed. The policy applies to all sites, including those close to natural areas. Inspired by the Kunming-Montreal Global Biodiversity Framework and with the support of a specialist consultant, the Group conducted a sensitivity analysis of the areas around its manufacturing sites, considering land use, threatened species, and protected areas. This allowed Brembo to prioritize sites in the most sensitive ecosystems and identify where interventions are needed. Over the coming years, Brembo will develop an action plan to reduce and mitigate its impacts on biodiversity. The Company also acknowledges the importance of engaging in the value chain, starting with an analysis of key areas to define improvement, prevention, and mitigation measures. Given that analyses are still exploratory, the environmental and energy policy does not yet explicitly support the traceability requirements for products, components and raw materials with significant impacts (actual or potential) on biodiversity and ecosystems along the value chain. However, Brembo is committed to extending the analysis of its impact on biodiversity over the next two years.
E4-3 ACTIONS AND RESOURCES RELATED TO BIODIVERSITY
After completing an initial comprehensive screening in 2024 to assess the presence of protected areas, threatened species and land use near its production plants, Brembo advanced its biodiversity assessment approach in 2025, applying an enhanced methodology across both its operational sites and key locations in the upstream value chain. Particularly, Brembo implemented a second project involving the implementation of a structured multisite platform for the assessment of biodiversity-related impacts, risks and dependencies across a total perimeter of 49 sites, including 24 owned sites and 25 sites within the supply chain. This initiative enabled a consistent assessment
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across the value chain, supporting the identification and prioritization of sites with higher biodiversity risk. Its added value lies in the advanced interpretation of environmental data, which supports the definition of concrete mitigation measures to prevent, reduce and manage negative impacts on ecosystems, while ensuring regulatory compliance and continuous improvement in environmental performance. The methodology adopted is based on three environmental parameters that allow for the evaluation of both proximity to protected areas and the intrinsic ecological value of the surrounding environment:
Distance to the Nearest Protected Area (DPAP) Measures the proximity of each site to areas of relevance for biodiversity conservation.Range: 0 to >25 km Observed values: 0 to >25 km Mean Species Abundance (MSA) Indicates the abundance of species compared to undisturbed natural habitat conditions and represents a key biodiversity indicator. The main impact driver considered is land use. Range: 0% – 100% Observed values: 6.2% – 91.0% Pollinator Abundance (PA) Assesses habitat suitability for pollinators based on the availability of floral resources and nesting sites. Range: 0 – 40 Observed values: 1.6 – 22.9 To obtain a consolidated assessment, the values recorded for each parameter were converted into scores from 1 to 5 according to predefined criteria and aggregated into an Ecological Sensitivity Index (ES), which forms the basis for prioritization. In 2026, Brembo will complete the analysis of the assessment’s findings and define site specific mitigation actions, prioritizing interventions where ecological sensitivity is greatest. This work will support the progressive integration of biodiversity considerations into the management of the company’s asset portfolio and its supply chain, in alignment with ESRS E4 requirements and broader nature positive commitments. Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed due to data confidentiality with regard to the financial year 2025.
E4-4 TARGETS RELATED TO BIODIVERSITY
Brembo has not established time-bound outcome-oriented targets related to biodiversity for its own operations. This decision is based on the assessment that biodiversity impacts and dependencies are primarily associated with the upstream value chain and are not considered significant in relation to the company’s direct operations. Following the expansion of the resilience analysis, Brembo plans to define measurable biodiversity targets covering both upstream and downstream value chain activities within the next one to two years.
E4-5 IMPACT METRICS RELATED TO BIODIVERSITY AND ECOSYSTEMS CHANGE
ESRS 1 allows companies to not yet incorporate the value chain impact for certain metrics. Brembo has made use of this exemption. The value chain exemption can be applied during the first three reporting years.
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E5 - CIRCULAR ECONOMY
E5 IRO-1 Resource use and circular economy material impacts, risks and opportunities
The double materiality assessment has led to the identification of the Group’s Impacts, Risks and Opportunities related to resource use and the circular economy. The material IROs are listed below.
- Positive impact - Savings in virgin raw materials and extended product life cycles caused by using scrap as the main raw material.
- Negative impact - Increased consumption of non- renewable natural resources caused by the metals required to manufacture brake discs and pads in braking-system production.
- Negative impact - Depletion of mineral reserves caused by the extraction and processing of metals for braking systems, which remove resources from the subsoil.
- Negative impact - Pollution, degradation of natural resources, and damage to biodiversity caused by poor or uncontrolled waste management affecting air, water, and soil.
- Negative impact - Pollution, degradation of natural resources, and damage to biodiversity caused by poor or uncontrolled waste management along the value chain air, water, and soil.
- Opportunity - Competitive advantage, access to new markets, improved margins and greater attractiveness to ESG-sensitive OEMs deriving from higher secondary aluminum content in calipers achieved through structured collaboration with suppliers.
- Risk - Business interruption deriving from unavailability of raw materials/components caused by unstable international geopolitical context that strains global supply chains.
- Risk - Fines, refunds, extra costs and customer relationship impacts deriving from regulatory non- conformities of a Brembo product (including when caused by a supplied component), for example in terms of emissions.
The Group’s materiality assessment considers relevant mitigation actions for identified IROs, which are managed through Brembo’s Internal Control and Risk Management System and its ERM framework which takes into account and is informed by the principles of ISO 31000. Risks and opportunities are identified using an integrated top-down and bottom-up approach across operations and the value chain, consolidated in the Group Risk Report, and reported to the Audit, Risk and Sustainability Committee.
Within the Environmental and Energy Management System, each plant conducts a comprehensive bottom-up assessment of environmental risks and opportunities across short, medium and long-term horizons, in compliance with ISO 14001 requirements. This assessment is supported by internal tools and external datasets (e.g. ISPRA, NOAA, FEMA, WRI Aqueduct) and informs the prioritization of environmental mitigation and improvement actions. Risk and opportunity analysis are performed annually, and whenever significant changes occur, through the ORME information system (Obligation and Risk Management for Environment & Energy).
Brembo has defined an internal methodology for identifying environment- and energy-related risks and opportunities across each phase of the production process. Each site assesses risks by assigning a score on a scale from 1 to 5, based on detectability, frequency, and severity. The same methodology is applied to opportunities. Based on the resulting score, risks and opportunities are classified as very low, low, medium, high, and very high. The system mandatorily requires the identification and implementation of improvement actions for risks and opportunities classified as high or very high.
Brembo maintains ongoing stakeholder dialogue to gather insights and improve environmental and social performance. The 2023 stakeholder engagement policy defines stakeholders, channels and engagement methods. On circularity and waste, the Waste Management procedure sets value chain requirements and requires audits of waste transport and disposal suppliers even where local rules are less stringent; the Group also runs orientation and engagement initiatives with schools and universities.
E5-1 POLICIES RELATED TO RESOURCE USE AND CIRCULAR ECONOMY
The Group has a structured set of policies aimed at managing the impacts, risks and opportunities related to the use of resources and the circular economy. The policies adopted by the Group not only aim to minimize negative impacts on the environment, but also to identify and exploit opportunities to continuously improve its practices.
Brembo has established the environment and energy policy, which addresses all the main environmental issues relevant to the company across the Company. For a detailed description of the contents and interoperability between the various environmental ESRSs, please refer to chapter E1-2 policy. Regarding resource use and the circular economy, Brembo details its approach within the environment and energy policy, addressing design, production and product use to minimize impacts throughout the entire life cycle, entailing the adoption of Circular Economy concepts.
Brembo is committed to minimizing waste generation and increasing the proportion of waste destined for recycling/recovery/reuse, with the goal of eliminating landfill disposal. The policy explicitly promotes reducing the waste of non-renewable materials, classifying waste as secondary raw materials (MSM), replacing primary raw materials with secondary ones, reducing waste at all production stages, and optimizing waste management according to the “Pyramid of Waste Sources”. Through its environment and energy policy, the Group also aims to ensure that the use of environmental resources is necessary to meet current needs without compromising their availability for future generations. It aims to keep consumption of renewable resources within natural replenishment limits.
As part of its Environmental Management System, Brembo has implemented specific global waste management procedures that define minimum requirements for identification, characterization, classification, collection and storage. These procedures also include staff training and supplier qualifications, along with improvement plans to reduce waste in landfills and promote the use of secondary raw materials. Local operating procedures adapt the global Guidelines to specific regional contexts. These operating policies and procedures allow Brembo to manage its impacts and risks relating to the use of resources and the circular economy.
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E5-2 ACTIONS AND RESOURCES RELATED TO RESOURCE USE AND CIRCULAR ECONOMY
Brembo actively works to prevent negative material impacts and risks and fosters positive material impacts related to resource use and circular economy (described in section IRO-1) through a range of dedicated initiatives:
ZWTL (Zero Waste to Landfill): The initiative aims to strengthen existing waste management practices, apply uniform verification criteria across sites, and obtain independent assurance on the percentage of waste diverted to recovery. The program promotes a waste minimization approach focused on reducing disposal and increasing recovery through reuse, recycling and energy recovery. To support this objective, a diversion rate indicator has been introduced, measuring the share of waste sent to recovery operations. The diversion rate is associated with three performance levels: Bronze ($\ge$90%), Silver ($>$95%) and Gold ($>$99%).In 2025 the methodology was applied to all European sites, achieving a diversion rat e of 93.4% (of which 3 sites attained 100%), again supported by third-party audits and limited assurance. Brembo is committed to applying the same methodology across all global production sites by 2026. In addition, the Pune plant in India has already implemented a ZWTL program capable of diverting 100% of its waste from disposal by sending materials to specialized partners for use as fuel in cement production. Approximately 90% of raw materials used in Brembo’s cast iron foundries also originate from recovery processes, further supporting the Group’s circularity objectives.
BY-Product Initiative: Brembo is actively exploring opportunities to valorize secondary materials generated from its processes (by-products) by making them available to internal and external stakeholders.
Emulsion Treatment System: The Ostrava plant in the Czech Republic and the Czestochowa plant in Poland have developed a treatment system for emulsions — a mixture of cutting oil and water used in machining processes. This system enables the regeneration of the emulsion, allowing it to be reused in production, thereby reducing hazardous waste generation and the consumption of virgin resources.
Waste reduction initiative: in parallel, the plants are assessing the adoption of additional technologies to further reduce waste generated by machining activities and support the Group’s circular economy objectives. Among the most promising solutions under evaluation is the evaporator technology, which could significantly reduce waste volumes while enabling the recovery and reuse of the water fraction. Feasibility studies are currently ongoing to assess technical and economic viability. These actions are designed to minimize the volume of materials sent to landfills, reduce the reliance on virgin raw materials, and enhance the circularity of Brembo’s operations. No specific time horizon has been defined, as these initiatives are ongoing and integrated into the product and process design activities.
In the transition toward a Circular Economy model, the Life Cycle Assessment (LCA) methodology serves as a key decision-making and reporting tool. By assessing environmental impacts across the entire product life cycle — from raw material sourcing to end-of-life — LCA enables an objective evaluation of the effectiveness of circular strategies, such as the use of recycled materials, product life extension, and process optimization. This approach helps to prevent the shifting of environmental burdens across different stages of the value chain and ensures that circular initiatives deliver concrete and measurable environmental benefits. Furthermore, in alignment with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS), the application of LCA strengthens the quality, transparency, and traceability of environmental information disclosed to stakeholders, supporting science-based and verifiable sustainability reporting.
Life Cycle Assessment (LCA) is a structured methodology used to evaluate the environmental impact of a product across its life cycle, from raw material extraction to the finished product leaving the production site (“Cradle-to- Gate”). At Brembo, LCA studies are conducted in accordance with internationally recognized ISO 14040 and 14044 standards, ensuring a consistent, transparent, and scientifically robust approach. The methodology is structured into four main phases:
- Goal and Scope Definition – Clarifying the objective of the study, the product under analysis, and the system boundaries considered.
- Life Cycle Inventory (LCI) – Collecting and quantifying relevant data, including materials, energy consumption, emissions, and waste.
- Impact Assessment (LCIA) – Evaluating the potential environmental impacts associated with the collected data.
- Interpretation – Analyzing the results to ensure consistency with the study objectives and identifying key improvement opportunities.
Through this framework, Brembo leverages LCA as a strategic tool to understand environmental performance, support sustainable product development, and guide informed decision-making across the value chain. The company will progressively integrate LCA (Life Cycle Assessment) analysis into the design of its products and processes, ensuring more sustainable and environmentally informed decisions. Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed for the financial year 2025.
E5-3 Targets related to resource use and circular economy
To manage negative impacts and risks, Brembo has set two measurable, outcome-oriented and time-bound targets.
The first target is to direct 95% of the total waste produced towards recovery processes by 2030. This objective encourages all plants to divert waste from landfills, reduce the extraction of virgin raw materials and promote responsible use of resources. In particular, the target relates to waste management, and the correlated actions aim to identify alternative solutions to landfill disposal while also exploring opportunities to offer materials as by-products to other entities. The target applies to all Brembo Group plants, excluding upstream and downstream operations, and is directly aligned with the Group’s environment and energy policy. It is a relative target measured as the percentage of waste sent to recovery processes, calculated by dividing the waste sent
2025 Brembo Annual Report 100 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
for recovery by the total waste produced. The base year for measuring progress is 2022, during which the baseline value indicated that 85% of the total waste generated was directed towards recovery processes. An intermediate target for 2025 is set at 90%. This target has been achieved, reaching a consolidated value of 92%. The target was defined in line with the 5R approach (Refuse, Reduce, Reuse, Repurpose, and Recycle) supporting the practical implementation of a circular economy model consistent with the EU Circular Economy Framework and the waste hierarchy. It was established based on internal assessments and stakeholder involvement limited to internal areas. No changes have been made since its adoption and current performance is in line with the defined trajectory. Waste management practices across Brembo sites are aligned with local legislation and aim to maximize the diversion of waste from landfill.
The second target focuses on maintaining the share of hazardous waste below 5% of total waste generated over time. This target is also aligned with the Group’s environment and energy policy and applies to all Brembo plants. It is a relative target expressed as the percentage of hazardous waste produced in relation to the total waste produced. The base year for monitoring progress is 2022. The target was defined through internal analysis and without reliance on specific scientific thresholds; only internal stakeholders were involved in its definition. No changes have been made since its adoption, and performance remains in line with the target. The target supports improved waste management and increases circular material use. Reducing the hazardous component of waste facilitates recovery process and increases the potential for materials to be reused or transferred as by-products to third parties, in line with the recycling and recovery stages of the waste hierarchy.
Both targets are voluntary and are not mandated by applicable legislation.
E5-4 RESOURCE INFLOWS
The Group relies on the contribution of more than 7000 business partners operating primarily across 15 countries worldwide, which provide essential goods and services for Brembo’s industrial processes. To ensure product quality, Brembo must access high-quality raw materials at sustainable costs, with particular attention to the environmental aspects. The main raw materials sourced are ferrous scrap and aluminum ingots, used in foundries to produce discs and calipers. Brake discs are made of cast iron, largely derived from recycled material originating from the ferrous scrap recovery chain or machining scrap. For calipers, Brembo currently uses primary aluminum. Since 2023, the Group has progressively introduced the use of recycled aluminum in selected plants (by means of scrapped wheels and partially recycled hybrid aluminum alloy), completing the rollout in 2025 so that all of the Group’s aluminum foundries worldwide incorporate at least a share of recycled content in their production processes. In 2025, Brembo achieved an overall recycled aluminum content of approximately 18%. In addition, in 2025, 94% of the raw materials used in cast iron foundries to produce Brembo’s discs consisted of recycled ferrous and cast-iron scrap.
For the cast iron foundries, recycled content is measured directly by weight based on the bill of materials for Brembo’s products. For aluminum, the percentage of recycled content is defined in Brembo’s specifications and supplier requirements and is recorded through supplier self-declarations. Total recycled aluminum content is calculated by summing the weight of all recycled material purchased for melting during 2025, assuming that the entire quantity was consumed within the year and that no inventory was carried over. The calculation considers the actual recycled content as declared by suppliers through self-certification. Remelted materials originating from the foundry’s internal waste stream (e.g. risers, runners, gates, and foundry scrap) are excluded from the calculation, as they can be recovered within the same process that generated them.Conversely, remelted scrap originating from processes external to the foundry, such as machining and assembly scrap, is included in the calculation, in accordance with the requirements of ISO 14021:2021. In addition to raw materials, Brembo also procures finished and semi-finished components, including seals, pads, small parts, chemical products, and packaging materials such as cardboard and plastic, used for product packaging and distribution. Brembo promotes the use of recycled content by its suppliers in the materials it sources for component manufacturing. For instance, within the aluminum bar supply chain — which is among the most $\text{CO}_2$ intensive —, the material purchased by Brembo included an average recycled content of approximately 59%. Additionally, suppliers manufacturing levers, pumps, and calipers for motorcycle applications reintegrate aluminum burrs generated during their production processes back into their manufacturing cycles. Through degating operations, these burrs are separated, collected, and subsequently reintroduced as secondary raw material, thereby contributing to reducing virgin aluminum consumption and supporting circularity within the supply chain. In 2025, the overall total weight of products and technical and biological materials used during the reporting period amounted to 1,032,515 tons. No biological materials or biofuels for non-energy purposes were used. The weight of secondary reused or recycled components, secondary intermediary products, and secondary materials represent 71.97% of the total, including 9,629 tons of aluminum and 733,522 tons of cast iron.
E5-5 RESOURCE OUTFLOWS
As previously stated, the main products and materials resulting from Brembo’s production process are discs and calipers. For some time now, Brembo has been working to apply circular economy principles to such products by using recycled raw materials or scraps that can now reach up to 90% of scraps used as raw materials. The design process always considers product durability, which is continuously improved. For example, consumable components such as discs are now designed to have a lifespan equivalent to that of the vehicle itself. This is achieved by using special coatings or materials that extend the useful life of the parts. However, concepts such as reusability, repairability, and remanufacturing are concepts not yet applicable to Brembo’s products as they are subject to strict safety requirements and must comply with the highest homologation standards, which thus hinders such practices. As such the expected durability of Brembo’s products compared to the industry average is expected to be completely aligned so that the Group’s calipers, discs and pads last as long as the market average.
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Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
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Considering that both aluminum and cast iron are infinitely recyclable and constitute Brembo’s main raw materials, the recyclable content of Brembo’s products is very high, 93.72%, meaning they can be almost entirely recycled. Packaging is not included in this computation. To calculate the percentage in question, all recyclable materials (cast iron and aluminum) used as inputs in the production of finished products were considered and compared with the total amount of materials utilized. The data was extracted directly from the company’s data collection systems, ensuring the use of primary information. The table below illustrates the most representative waste categories of Brembo’s production processes. Wastes not falling into these categories are aggregated under “other waste” items. The waste management and monitoring process is regulated by common requirements expressed in the Waste Management Group procedure which are in addition to the regulatory ones defined at individual country level. Primary data is collected by factories in working documents and periodically in EE Data Collection. The data is then automatically transferred to Non-Financial Reporting.
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Category | u.m. | Hazardous | Non- hazardous | Total | Hazardous | Non- hazardous |
| Waste diverted from disposal due to preparation for reuse (37bi) | t | 5,558 | 56,610 | 62,168 | 6,444 | 77,177 |
| Waste diverted from disposal due to recycling (37bii) | t | 16,021 | 298,193 | 314,213 | 16,150 | 213,214 |
| Waste diverted from disposal due to other recovery operations (37biii) | t | 1,383 | 48,591 | 49,974 | 3,131 | 137,884 |
| Total waste diverted from disposal (37b) | t | 22,961 | 403,394 | 426,356 | 25,725 | 428,275 |
| Waste directed to disposal by incineration (37ci) | t | 521 | 2.06 | 524 | 609 | 16 |
| Waste directed to disposal by landfilling (37cii) | t | 1,726 | 33,512 | 35,237 | 596 | 30,040 |
| Waste directed to disposal by other disposal operations (37ciii) | t | 1,462 | 390 | 1,852 | 2,354 | 628 |
| Total waste directed to disposal (37c) | t | 3,709 | 33,904 | 37,613 | 3,558 | 30,683 |
| Total waste generated (37a) | t | 26,670 | 437,299 | 463,969 | 29,283 | 458,958 |
| Non-recycled waste (37d) | t | 3,709 | 33,904 | 37,613 | 3,558 | 30,683 |
| Percentage of non-recycled waste | % | 14% | 8% | 8% | 12% | 7% |
The following table presents data on hazardous and radioactive waste for the year 2025, highlighting the total amount of hazardous waste and specifying the portion of radioactive waste (no radioactive waste was generated).
| Indicator | u.m. | 2025 | 2024 |
|---|---|---|---|
| Total amount of hazardous waste | t | 26,670 | 29,283 |
| Of which: total amount of radioactive waste | t | – | - |
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Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
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2025 Brembo Annual Report
People at the heart of the future.
3.3 Social
2025 Brembo Annual Report 104
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Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
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| S2 - Workers in the value chain | S2 |
|---|---|
| SBM-3 Workers in the value chain impacts, risks and opportunities | 117 |
| S2-1 Policies related to value chain workers | 118 |
| S2-2 Engaging with value chain workers | 118 |
| S2-3 Addressing negative impacts and value chain worker concerns | 119 |
| S2-4 Actions related to workers in the value chain | 120 |
| S2-5 Targets related to workers in the value chain | 120 |
| S3 - Affected communities | S3 |
| SBM-3 Affected communities' impacts, risks and opportunities | 121 |
| S3-1 Policies related to affected communities | 122 |
| S3-2 Processes for engaging with affected communities about impacts | 122 |
| S3-3 Addressing negative impacts and affected community concerns | 122 |
| S3-4 Actions related to affected communities | 123 |
| S3-5 Targets related to affected communities | 128 |
| S1 - Own workforce | S1 |
| SBM-3 Own workforce impacts, risks and opportunities | 105 |
| S1-1 Policies related to own workforce | 105 |
| S1-2 Engaging with own workers and workers' representatives | 109 |
| S1-3 Addressing negative impacts and employee concerns | 109 |
| S1-4 Actions related to own workforce | 110 |
| S1-5 Targets related to own workforce | 112 |
| S1-6 Characteristics of Brembo's employees | 113 |
| S1-7 Characteristics of non-employees in Brembo's own workforce | 114 |
| S1-8 Collective bargaining coverage and social dialogue | 114 |
| S1-9 Diversity | 115 |
| S1-10 Adequate Wages | 115 |
| S1-13 Training and skills development | 115 |
| S1-14 Health and safety metrics | 116 |
| S1-16 Remuneration | 116 |
| S1-17 Incidents, complaints and severe human rights impacts | 116 |
| S4 - Consumers and end-users | S4 |
| SBM-3 Consumers and end-user impacts, risks and opportunities | 128 |
| S4-1 Policies related to consumers and end-users | 128 |
| S4-2 Engaging with consumers and end-users | 129 |
| S4-3 Addressing negative impacts and channels for consumers and end-users' concerns | 129 |
| S4-4 Actions related to consumers and end-users | 130 |
| S4-5 Targets related to consumers and end-users | 130 |
S1 SMB-3 OWN WORKFORCE IMPACTS, RISKS AND OPPORTUNITIES
Brembo places people at the center of its strategy and business model, listening to their perspectives and views through Engagement Surveys. The Group fosters a respectful, inclusive, and supportive work environment by investing in employer branding, training and development, continuous listening, and wellbeing initiatives. In the scope of this disclosure, Brembo includes all individuals in its own workforce who may be materially affected by the company. These are all Brembo Group employees and two categories of non-employees: interns and temporary workers $^{23}$. The double materiality assessment has led to the identification of the Group’s workforce-related impact, risks and opportunities:
- Positive impact - Enhanced people development and growth, enabled by significant investment in training in technical skills, organizational behaviors, health and safety, and diversity, equity and inclusion.
- Negative impact - Workplace injuries and occupational diseases caused by braking-system manufacturing activities, particularly in production plants.
- Negative impact - Adverse effects on employees’ human rights caused by the absence of adequate practices to respect human rights across the Group.
- Negative impact - Deterioration in employee wellbeing and working conditions, with increased staff turnover, caused by failure to ensure minimum wage compliance and employee welfare.
- Negative impact - Discrimination and denial of fair treatment, remuneration, and benefits for employees and non-employees caused by non-compliance with Group practices, policies, and codes.
- Negative impact - Privacy violations and loss of sensitive employee data caused by failures of digital security systems leading to data breaches and cyberattacks.
- Opportunity - stronger business continuity through lower turnover and preserved critical capabilities deriving from continuous upskilling/reskilling and structured engagement and recognition programs that foster belonging.# Risk - Reputational and operational risk deriving from workplace incidents affecting employees’ health and safety. Risk - Reduction or termination of client partnerships deriving from negative results in client sustainability audits (human rights, health & safety, diversity & inclusion). Risk - Reputational and financial damage, with compensation, legal and IT restoration costs deriving from the loss of sensitive employee data following a cyberattack. 23 Temporary worker is an individual who performs regular work on-site for, or on behalf of Brembo, but is not directly recognized as a Brembo employee under national law or practice.
S1 - OWN WORKFORCE
Risk - Reputational damage and financial repercussions deriving from violations of the human rights of Brembo’s own workforce within its operations. Following the implementation of a transition plan to reduce negative environmental impacts or to reduce Green House Gases emissions, the Group has identified a limited exposure to natural catastrophes. There are only two sites with significant exposure to flood risks. Each of these sites has an emergency plan that includes flood emergency management, and hydraulic barriers have been installed to protect the site perimeter. During the construction or acquisition of new sites, natural catastrophe risk exposures are analyzed to evaluate related protection measures and/ or alternative locations.
The materiality assessment carried out by the Group considered the entire Brembo workforce. Brembo has not identified any specific category among its employees and non-employees who are or could be negatively affected by its impacts or as being more exposed to risks or specific vulnerabilities. However, the human rights risk evaluation, which includes risks of forced labor and child labor, has identified higher inherent risk in the Group’s production phases (compared to administrative, commercial, research and development activities). The assessment also considered all geographic areas in which the Group is present, including non-European countries perceived by global public opinion as higher risk, such as China and Brazil.
In this context, the Group significantly invests in employee training on technical skills and competencies, organizational behaviors, health and safety, and the culture of diversity, equity, and inclusion, thereby enhancing people’s development and growth, and positively impacting individuals. The Group’s negative impacts are widespread and not linked to individual incidents. As for the methodologies, assumptions, and tools used in identifying and assessing the impacts, risks, and relevant opportunities along the Group’s value chain, please refer to section ESRS 2 IRO-1 herein.
Brembo acknowledges the importance of its workforce within its business model and is committed to managing the associated impacts, risks, and opportunities. Operating in an international and multicultural context, the Group emphasizes the value of diversity as a key asset, investing in projects and initiatives that promote awareness and strengthen the culture of diversity, equity, and inclusion. This includes creating opportunities for interaction and sharing among colleagues to foster the exchange of ideas and opinions. Brembo aims to actively engage employees in creating a positive, inclusive, and safe work environment, placing individuals at the center of every process and ensuring that employees feel comfortable and satisfied in their work. For information on how interest, views and rights of Brembo’s stakeholders inform its strategy and business model please refer to ESRS 2 SBM-2 (General Disclosure).
S1-1 POLICIES RELATED TO OWN WORKFORCE
The Group has a structured system of policies, procedures and codes to manage the impacts, risks and opportunities related to its workforce. These policies aim not only at mitigating and minimizing potential negative impacts on both employees and non-employees and the related risks, but also at identifying and leveraging opportunities to continuously improve its practices and fostering a positive impact on its people.
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1. 2. 3. 4. 5. Key concepts Scope of application GCF/GBU/Bodies External standards Policy availability and sharing
Code of ethics
The Brembo Code of Ethics outlines the standards of behavior to promote sustainable growth and preserve the Company’s reputation, addressing child labor, fair wages, benefits, forced labor, employees’ right to work and free association, discrimination, safe and healthy working environment, working hours, concern for local populations and communities, corruption and extortion, conducting business responsibly and with respect for the environment, etc. The fourth edition of the Code was approved by the Board of Directors in July 2024. The Code applies to the Board of Directors, Company Directors, employees, and third parties who carry out activities with and on behalf of Brembo. The Code of Ethics is approved by the Board of Directors of Brembo N.V. and by each Board of Directors of each Subsidiary. Legislative Decree No. 231/2001 (231 Model), Corporate Governance Code (DCGC). Published on the Company’s intranet and the Group’s website. The Code of Ethics is available in several languages and posted on Company notice boards. The new Code of Ethics e-learning has been available since July 2025 for all Group white-collar employees, with subtitles in almost all languages. In-presence training courses for Group blue-collar workers have been provided starting from second half of 2025.
HUMAN RIGHTS POLICY
The policy affirms the Company’s commitment to the highest ethical standards, embedding respect for human rights across all operations and throughout its supply chain and with third parties. It is based on 12 core principles covering child labor, forced labor, modern slavery, freedom of association, diversity, equity and inclusion (DEI), occupational health and safety, working hours, compensation, business integrity, privacy and data protection, responsible use of AI, environmental responsibility, and the impact on local communities.
The Guidelines for Labour Conditions and Business Ethics Principles Application provide the operational principles for implementing Brembo’s human rights policy. They translate the Group’s commitments on labor conditions, ethical behavior, and responsible business conduct into practical requirements to be applied across Countries where Brembo is present. The policy applies to the Board of Directors, Company Directors, employees, and third parties who carry out activities with and on behalf of Brembo. The policy, approved by the Board of Directors of Brembo N.V., is implemented operationally by each Global Business Unit (GBU), Global Central Function (GCF) and Geographies, which are responsible for applying its principles within their respective areas. The policy is aligned with key international standards on human rights, labor, business conduct, and sustainable development, including UN, ILO, OECD, and UN Global Compact principles, as well as the 2030 Agenda and its Sustainable Development Goals. Published on the Company’s intranet and Group’s website. Posted on Company’s notice boards.
Stakeholder engagement policy
The policy provides a general framework for dialogue between the Group and its stakeholders, with particular attention to aspects related to the sustainability of the Group’s strategy and its implementation. It also ensures that the interests of relevant stakeholders are considered when determining the sustainability aspects of the Group’s strategy, unless the Board of Directors concludes that doing so will not be in the Company’s interests. The policy applies to the entire Group and all businesses in which Brembo operates. The policy is approved by the Board of Directors of Brembo N.V. The policy has been reviewed pursuant to best practice provision of the Dutch Corporate Governance Code (DCGC). Published on the Company’s intranet and website.
Whistleblowing policy
Brembo has established the Reporting procedure to regulate internal whistleblowing channels that ensure the confidentiality of the identity of the reporting person, the person involved, and anyone mentioned in the report, as well as the content of the report and related documentation. The Reporting procedure applies to all reports received by Brembo N.V. through the whistleblowing channel. Chief Internal Audit Officer. Directive (EU) 2019/1937, best practice provision of the 2.6.1 of the DCGC and Legislative Decree 24/2023. Published on the Company’s intranet and website.
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1. 2. 3. 4. 5. Key concepts Scope of application GCF/GBU/Bodies External standards Policy availability and sharing
Health and safety policy
The policy provides an overall framework to ensure the health and safety of workers. It defines the objectives, principles and commitments set by the Group, while the detailed and operational aspects, such as emergency plans and site-specific risk assessments, are managed by individual sites. The policy applies to the entire Group and all businesses in which Brembo operates. It is consistent with the more general Brembo Vision and expresses the desire for Brembo to be recognized as a trusted partner, appreciated by all stakeholders. The policy is signed by the Executive Chairman. ISO 45001 standard. Published on the Company’s intranet and website. Posted on the Company’s notice boards.# Policy on non-discrimination and diversity
The policy sets out Guidelines to promote the principles of Diversity, Equity, and Inclusion (DEI) within the organization and to foster a solid culture aligned with these values. It also outlines the Company’s specific targets on diversity and inclusion. The policy applies to all aspects of the employment relationship and requires responsibility and commitment from the employer, employees, and all relevant stakeholders to ensure its effective implementation. The policy applies to the entire Group and all businesses in which Brembo operates. The policy was approved by the Board of Directors of Brembo N.V. in July 2024, and a DEI Committee has been established. The policy is aligned with the United Nations Universal Declaration of Human Rights, the International Bill of Human Rights, the ILO Tripartite Declaration of Principles concerning Multinational Enterprises and Social policy, the OECD Guidelines for Multinational Enterprises and the United Nations Global Compact Principles. The policy has been reviewed pursuant to the best practice provisions of the DCGC. Brembo N.V. successfully passed the annual surveillance audit for the UNI/PdR 125:2022 Gender Equality Management System, confirming the continued validity of its certification. Published on the Company’s intranet and Group’s website. Posted on the Company’s notice boards and made accessible to all employees.
Modern slavery statement
The Brembo Modern Slavery Statement outlines its commitment to human rights, including the prevention of slavery and human trafficking in its operations and throughout its value chain. Modern slavery risks are also included in Brembo’s Environmental, Social, and Governance (ESG) risk analysis framework. The statement is applied to Brembo N.V and to Group companies to which the Modern Slavery Act applies. The statement is approved by the Board of Directors of Brembo N.V. and by the Board of Directors of the subsidiary to which the Modern Slavery Act applies. The document is signed by the Chief Sustainability Officer. Modern Slavery Act 2015. Published on the Company’s intranet and website.
Personal data protection policy ("Brembo Privacy Policy")
The policy lays down key principles relating to the protection of personal data and defines how these principles are implemented in Brembo regarding its workforce and defines the internal organization to manage privacy matters. The Brembo privacy policy serves as the “parent policy,” with additional specific privacy policies linked to it. In 2025, the policy was updated to: (i) include guidelines on the assessment of the processing based on the legitimate interest; (ii) mention the possible role of Brembo as Data Processor; (iii) extend the policy also to the Öhlins companies acquired in 2025. The policy applies to Brembo N.V. and its EU subsidiaries, including AP Racing Ltd. and Öhlins companies. The Privacy Supervisory Board and Committee, Privacy Reference Persons, and the DPO (Data Protection Officer). EU General Data Protection Regulation (GDPR). Published on the Company’s intranet.
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- Letter from the Executive Chairman
- Vision and Mission
- Corporate Highlights
- Directors’ Report
- Sustainability Statement
- Corporate Governance
- Financial Statements
Brembo Group is committed to full compliance with the laws of all countries in which it operates. By implementing the policies, procedures, and codes, Brembo seeks to:
- Ensure the protection and safety of its employees, promoting corporate awareness and reducing workplace accidents and injuries.
- Guarantee fair working conditions, with the payment of fair wages, respect for the right to work, and freedom of association.
- Respect diversity and equal opportunities establishing and maintaining a discrimination-free environment.
- Create a work environment that promotes the principles of diversity, equity and inclusion, treating people fairly and equally regardless of gender, age, ethnicity, or other personal conditions or characteristics.
- Guarantee respect for human rights and eliminate every form of compulsory labor, slavery, child labor and human trafficking from its business and supply chains.
- Ensure the protection of information and personal data related to its employees and third parties, avoiding misuse and limiting data access in compliance with applicable laws and best practices for privacy protection.
Changes or updates to these policies are periodically communicated to employees and non-employees, with regular training courses, particularly with regard to the Code of Ethics. The company expects all employees, collaborators, agents, business partners, and other stakeholders who operate for Brembo and participate in Brembo’s projects, processes, events, or activities to establish and maintain a respectful and inclusive work environment. Brembo acknowledges and promotes the value of diversity and takes a zero-tolerance approach to any form of discrimination or harassment (including gestures, language, posture, physical contact, and psychological harassment). It is our goal to contribute positively to the success of Brembo by promoting a diverse and inclusive workplace. Brembo is committed to ensuring remedial measures in case of negative impacts on human rights, offering reporting channels such as the Legality Whistleblowing web platform and the Legality Whistleblowing mobile app. For reports related to other Brembo Group companies, the whistleblower can choose to send the report to Brembo N.V, or to the local internal channel governed by a specific procedure, if available. The Reporting procedure, available on the platform, outlines the methods for handling reports and the protections in place to ensure the safety of the whistleblower, preventing any form of reprisal. People & Organization (P&O) Managers within the People & Organization Global Central Function (GCF), operating across the various organizational areas, are available to support employees on any matters related to this topic. When needed, any contact initiated by an employee triggers a hierarchical escalation process, which may progress up to the periodic People & Organization meetings among the Chief People & Organization Officer, the CEO and the Executive Chairman, as defined in the annual Brembo Committee System. The Brembo Committee System document outlines the structure of meetings and committees that govern information flow and decision-making across the Group, taking into account the variety of organizational dimensions (Businesses, Geographies, Functions). It provides a formal and structured sequence of meetings — such as Country Committees, Global Business Units, Global Central Functions — where urgent or critical issues can be appropriately addressed, when necessary.
Brembo has made the safeguarding of occupational health and safety a core principle of its activities and its way of doing business. Compliance with legislation and applicable requirements is a fundamental prerequisite for ensuring safe and healthy working conditions. The health and safety policy aligns with Brembo’s broader Vision and reflects the Group’s commitment to being recognized as a trusted partner, valued by all stakeholders. This commitment is demonstrated through structured prevention activities, systematic hazard identification, and rigorous assessment of risks and opportunities, which inform action plans aimed at continuous improvement. The Group’s primary objective, preventing accidents and work-related illnesses, is supported by share responsibility for implementing, maintaining and improving the Occupational Health and Safety Management System, with all the employees contributing according to their roles and responsibilities. The Management System is also a tool for continuously identifying improvement opportunities and setting progressively more challenging objectives. The policy provides a comprehensive framework for worker health and safety, while specific operational aspects are formalized in Group Guidelines and site procedures. To ensure clarity and broad dissemination, the policy and its related Guidelines and procedures are translated into local languages.
Regarding non-discrimination and diversity, the Group has adopted a dedicated policy on non-discrimination and diversity (see paragraph S1-1). This policy is designed to ensure a work environment founded on respect and explicitly commits the organization to preventing and combating all forms of discrimination. Under no circumstances may an individual’s conditions or personal characteristics constitute the basis for discriminatory acts. This includes — among others —gender or gender identity, sexual orientation, ethnicity (including ethnic origin, nationality, and national origin), age, political opinions, religious or social beliefs, marital or family status, disability, medical conditions, union membership or any other personal condition or characteristic. Brembo has zero tolerance for intimidation, bullying, or harassment, whether intentional or unintentional. Any employee who, in good faith, believes that a violation of the policy or an attempt to violate its principles may have occurred is required to report it. There will be no retaliation against individuals who raise concern or cooperate in related investigations. Discrimination is unacceptable. Ensuring equal opportunity has long been a cornerstone of Brembo’s employment practices, as the Group is committed to recruiting, developing and retaining the most talented people. Brembo provides reporting channels for irregularities or violations of the Code of Ethics and the Organization, Management and Control Model under Legislative Decree 231/01.Policy breaches are addressed under applicable company rules and regulations, with measures proportionate to the severity of the issue, ranging from corrective actions to disciplinary sanctions including dismissal, while complying with legal, regulatory, contractual and internal frameworks. All issues and non-compliance are assessed and managed on a case-by-case basis.
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Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
S1-2 ENGAGING WITH OWN WORKERS AND WORKERS’ REPRESENTATIVES
Over the years, Brembo has established an active and ongoing dialogue with its internal stakeholders, grounded in the values of transparency, trust, and consensus in decision-making. This dialogue enables the Group to gain valuable insights into the relevant context and receive feedback on its operations, allowing for continuous improvement of the Company’s impact both internally and externally. The main tools for engaging its workforce are: Brembo Global Engagement Survey (GES), the Pulse Survey, industrial relations, internal communication channels, including — just launched as a pilot — the Brembo Communication app, communication campaigns, town hall meetings and the whistleblowing channel. To support its global organizational model, Brembo has P&O Managers positioned across plants, countries, Global Business Units, and Global Central Functions, ready to assist employees. More in detail, the GES, conducted approximately every three years, is designed to involve all Group employees. The most recent GES was held in April 2025 and ran for three weeks, followed by a phase dedicated to analyzing the results and sharing them internally. Based on these findings, action plans have been developed and are currently being implemented to address identified areas for improvement. The Pulse Survey is a shorter, ad-hoc survey designed to monitor progress between the GES cycles. It targets specific organizational areas and/or countries and assesses the effectiveness of the actions implemented. Operational responsibility for ensuring effective people engagement lies with the P&O GCF.
S1-3 ADDRESSING NEGATIVE IMPACTS AND EMPLOYEE CONCERNS
Brembo adopts a responsible approach in managing remedies for any material negative impacts on its employees that it has caused or contributed to. The remediation process aims to ensure that the measures taken effectively address the needs of the affected workers. The actions undertaken are evaluated with the objective of verifying that the implemented solutions have indeed resolved the identified issues. In this way, the Group ensures that the remedies provided are adequate and consistent with its social responsibility standards. Health & Safety matters are addressed through the Occupational Health & Safety Management System, described in detail in section S1-1, which ensures a structured approach to incident response, medical support, root cause analysis, and the implementation of corrective actions. Employees can raise concerns and seek support through multiple channels, including local P&O Managers, supervisors and site management, workers’ representatives and industrial relations, formal grievance mechanisms, health and safety incident reporting, and the confidential whistleblowing channel. Where necessary, issues are escalated through defined governance to senior leadership for oversight. In addition, they can raise concerns or needs primarily through the internal whistleblowing channel, accessible via the Mobile App and website implemented across European subsidiaries. Moreover, official channels are available in non-EU subsidiaries, such as local email addresses or dedicated platforms. The management and resolution of reports submitted through these channels are governed by the whistleblowing policy, which is published on the Company’s website. In the case of data breaches within the EU Subsidiaries, subject to GDPR rules, Brembo’s management of personal data breaches policy applies. It outlines the responsibilities and procedures to ensure that such breaches are managed correctly and specifies the steps, roles, and responsibilities involved. Any authorized personnel who detect a breach is required to promptly report any anomaly that could indicate a breach to the area Privacy Reference Person, the Privacy Supervisory Board, and the Data Protection Officer (DPO). In the event of a breach involving personal data processed on IT systems, the IT area must also be notified promptly. In the event of a breach, the DPO supports the Brembo team in carrying out the actions required by applicable laws, such as:
- Ensuring the immediate cessation of the personal data breach (if it is still ongoing).
- Identifying the reach and dimensions of the personal data affected by the breach.
- Verifying the effectiveness of the technical and organizational mitigation measures implemented.
- Evaluating and supporting the determination of whether it is necessary to communicate the personal data breach to the affected data subjects.
Once it has been established that a personal data breach that presents a risk for the rights and freedoms of natural people, Brembo, duly supported by the DPO, promptly notifies the Data Protection Authority within 72 hours, from the moment in which Brembo becomes aware of it, in accordance with the applicable regulations. For the exercise of the rights provided by the GDPR (Articles 15-21 GDPR) each data subject (employee or any third party) can contact the DPO by reaching out the Company at its address or by sending an email to the specific addresses indicated in the privacy notices, broken down by the different Brembo Group geographical areas. These email addresses are periodically monitored by the DPO and the authorized Reference Person for each area. The DPO is immediately activated to allow Brembo to manage the request and to respond within the 30-day term established by the GDPR. Brembo maintains a register in which all data breaches and all requests from data subjects are documented. Employees are aware of and have confidence in the structures and processes available for raising their concerns. This is evidenced by the attendance rates at training courses and the number of complaints received. Protection policies against retaliation are in place for those who use these channels. Specifically, whistleblowers are protected from any form of retaliation by specific legal provisions, including the nullification of retaliatory acts. These protections also extend to individuals who facilitate the reporting, the whistleblower’s colleagues, individuals related to the whistleblower by emotional or familial bonds up to the fourth degree, and entities owned by the whistleblower.
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Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
S1-4 ACTIONS RELATED TO OWN WORKFORCE
Brembo actively prevents negative material impacts and risks and fosters positive material impacts concerning its own workforce (as described in the section S1-SBM3) through different actions. The most relevant human rights areas include employment practices, occupational health and safety, security and work environment, labor relations in the supply chain, and the protection of vulnerable groups and minorities. Brembo has identified and implemented specific policies and processes to prevent the risk of human rights violations in these areas. Failure to comply may result in human rights violations with serious consequences for affected individuals and communities, such as loss of liberty or degrading treatment, as well as potential negative impacts for Brembo, including reputational harm, sanctions, loss of business, compromised client relationships, and media exposure following client audits. Current mitigation actions related to human rights:
- Adoption of a human rights policy applicable worldwide.
- Mandatory training for new employees to ensure awareness and knowledge of the Code of Ethics.
- Launch of updated e-learning on the Code of Ethics, containing human rights and working conditions principles.
- Regular self-assessment and risk assessment of the human rights policy through the B-Sustainable tool.
Furthermore, Brembo implemented a series of actions in response to the ongoing trend in technological innovation, which involves the increasing use of automation, mechatronics, data analytics, artificial intelligence, software, and electronics across both manufacturing and non-manufacturing processes. This evolution requires Brembo to continuously attract, develop, and update workforce skills through targeted recruitment and training initiatives. A delay in updating workforce skills and knowledge in line with the gradual digitalization and robotization of processes, as well as the growing role of data, software, and artificial intelligence, could negatively affect process efficiency, project implementation timelines, and overall business development. We consider the following risk scenario:
| Gradual digitalization and robotization of processes, together with the growing role of artificial intelligence, data, and software in existing processes | Inadequate or delayed updating of workforce skills and knowledge | Resulting delays in workforce skill and knowledge development. |
|---|---|---|
For these reasons, Brembo provides its employees with tools and upskilling initiatives to ensure adequate human capital development.Current mitigation actions related to skill shortage:
Continuous improvement and enhancement of the Brembo Academy (Training and Development Offer)
Ongoing training for blue collar workers in Italy with the aim of promoting Industry 4.0 culture across all company levels (Life-Long Learning Hub)
Internal Function Academies, among others R&D and Manufacturing, to disseminate knowledge within the Group
Partnerships with local universities, schools, research & development centers to develop training courses focused on emerging trends, while promoting local hiring and community involvement and generating positive economic impacts for local communities
Periodic mapping and assessment of skills within key functions and areas to identify, prioritize, and address existing skill gaps through targeted upskilling programs.
Among the key risks addressed by the Group is the challenge of attracting and retaining white-collar employees, blue-collar workers, and managers across several geographies in an increasingly competitive global labor market. Accordingly, Brembo is assessing a scenario in which significant difficulties may arise in recruiting and retaining personnel in line with GCF, GBU, and geographical hiring plans. Such challenges could negatively impact operations, including delays in project execution, higher costs due to increased reliance on external consultants, and potential reputational risks.
Current mitigation actions related to employees' retention:
Enhancement of recruiting communication and employer branding strategies.
Diversification of recruiting sources and engagement of recruiting agencies to broaden the search scope.
Continuous monitoring of labor market conditions.
Continuous updating of compensation and benefits packages based on market benchmarks.
Development of talent strategies focused on attracting and retaining key roles, such as data scientists, software engineers, and SAP specialists.
Proactive and effective maintenance of internal succession plans.
Monitoring of employee engagement through periodic surveys.
Monitoring and forecasting of labor cost dynamics through the P&O budget process.
Adoption of “smart working” arrangements, allowing eligible employees to work remotely several days per week.
Implementation of B well initiatives to support employee wellbeing, such as:
“Brembo for You” and “Brembo for Family” conferences promoting health and wellbeing
Nutrition education desk
Psychological support
Breast cancer prevention campaigns dedicated to women
Executive health check-ups
Managerial training programs (e.g., unconscious bias, wellbeing, DEI)
“Brembo Kids” programs
Celebration of sustainability and environmental days through targeted initiatives and eco-friendly practices (e.g. collection of used toys and books, and a food drive)
Company seniority awards
Scholarships programs awards for deserving employees and employees’ children.
Future mitigation plans:
Adoption of a structured set of measures to ensure full compliance with the EU Directive on pay transparency and pay equity.
Regarding diversity, equity and inclusion, pursuant to best practice provision of the Dutch Corporate Governance Code (DCGC), Brembo defined its relevant diversity targets and achievements for which to report annually to the Dutch Social and Economic Council (“Sociaal Economische Raad” - SER). These diversity targets encompass the composition of the Board, as well as that of the Management but also other DEI aspects. In the context of labor-market shortages affecting certain worker categories, Brembo may face challenges in meeting its management-composition targets. This may make the practical implementation of those targets more complex than initially anticipated.
Current Mitigation actions related to Diversity, Equity and Inclusion (DEI):
Dissemination of the non-discrimination & diversity policy, including the communication of DEI targets across the organization.
Confirmation in 2025 of the Italian Gender Equality DEI Certification (UNI/PdR 125:2022) for Brembo N.V., originally obtained in 2024.
Definition of DEI objectives following an internal review and approval process, followed by submission to Dutch authorities to assess the robustness and sustainability of the targets.
Maintenance of a DEI management system aligned with recognized standards.
Future mitigation actions:
Adoption of a structured system of measures to effectively respond to the EU Directive on pay transparency and pay equity.
Regarding the risk related to sustainability audits, Brembo adopts and is certified according to international standards in management systems (ISO) on Quality, Environment & Energy, Health & Safety and related audits are carried out by third-party auditors. In addition, Brembo plants perform periodic internal audits, Sustainability Self-Assessments (SSA), Responsible Business Alliance (RBA) audits and related action plan follow-ups, as well as audits related to the Gender Equality Certification (UNI/PdR 125:2022) issued by UNI, the Italian standardization body. These processes support the monitoring of Sustainability topics at local level and enable the collection of updated and consistent information.
In relation to cyber-attacks, Brembo is strongly motivated to protect this data as well, and for years now has implemented an information security management system, in line with the best market practices. This commitment is also underscored by the fact that, once again, all eligible plants have confirmed the ISO 27001 certification (Information Security Management System).
It is crucial for Brembo to ensure a safe working environment for its employees by reducing safety risks and minimizing the incidence of work-related health issues. This objective is pursued through a combination of safety training and communication initiatives, along with the research and implementation of automation to minimize man-machine interactions wherever feasible.
Current mitigation actions:
Testing of Innovative Safety Support Systems: In 2024, the system was analyzed and designed, and in the first half of 2025, a Proof of Concept (POC) has been conducted to evaluate the feasibility of the use of artificial intelligence as a preventive tool for accidents and hazardous situations. In 2026 the expansion phase will be launched in other plants.
Initiatives for Highly Dangerous Activities: Throughout 2025, workshops were held in all regions aimed at regulating and raising awareness among the operational structures of Brembo plants to reduce risks associated with occasional and high-risk work (maintenance activities, hot work, confined spaces, LOTO application etc.).
WCM Safety Pillar: To reinforce the continuous improvement process, the development of the WCM methodology was promoted in all facilities in 2025. In almost all plants, the application has expanded from a few model areas to a broader implementation, which will see further expansion in 2026. WCM is the program launched in 2022 focused on designing continuous improvement standard methodology for the whole industrial footprint. The method is based on Lean Manufacturing system but tailored on specific Brembo needs.
Automation: The Health & Safety area has contributed to the investment process for automation, which significantly impacts on the improvement of the risk profile of our factories. Each operation has its own five- year investment plan.
Ergonomics: To address ergonomic risks, and thus injuries and potential occupational diseases, innovative initiatives were pursued in 2025 regarding the introduction of ergonomic criteria during the design phase of production lines, which will continue in 2026, along with initiatives to study the feasibility of introducing exoskeletons.
Brembo employs communication and automation as key strategies to mitigate the negative impacts of “work-related accidents and illnesses of workers due to inadequate working conditions”, as well as to address the “Risk related to sustainability audits conducted by clients, with a potential negative result carried out by customers”. The effectiveness of Brembo’s initiatives is evaluated through internal and external audits, risk assessments, and the monitoring of incident rates, which are expected to decline alongside effective training. To identify the necessary actions in response to the potential negative impact of work-related accidents and illnesses, Brembo uses various tools, including top-down risk analysis, plant risk assessments, and the analysis of accident and near-miss trends. The Group also values the direct input of its employees by facilitating consultations and participation through Health and Safety Committees, while considering audit results and benchmarking against action plans. Brembo is committed to ensuring that its practices do not cause or contribute to material negative impacts on its workforce by conducting periodic risk assessments focused on employee safety.
2025 Brembo Annual Report 111 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. training courses were enriched with dedicated modules on unconscious bias. The base year is 2021 with a baseline value of 20% courses enriched with pills dedicated to unconscious biases.
c. Employee participation in engagement surveys : Ensuring that employees remain strongly motivated to participate in company life through extensive involvement in the Engagement Survey. This is a relative target, with the objective of achieving a response rate of at least 74% at the Group level in the next surveys. The unit of measurement is the percentage of responses received; the base year is 2021, with a baseline value of 78%.In 2025 the response rate at Group level was 86%, exceeding the target.
d. Employee engagement level : Ensuring that employees remain committed and productive while maintaining a high level of engagement measured through the engagement surveys. This is a relative target, with the objective of achieving an Engagement Index of at least 65%. The most recent Global Engagement Survey, launched in April 2025, recorded an Engagement Index of 69%, exceeding the target. The unit of measurement is the Engagement Index. The base year is 2021, with a baseline value of 66%. All these targets are in line with the objects of the policy on non-discrimination and diversity. Furthermore, Brembo did not directly engage with its workforce or workers’ representatives in the process of defining the targets, monitoring performance against them, or identifying improvements resulting from such performance.
Human resources, financial resources, technological resources (BAT) are allocated to the management of Brembo’s material impacts. In particular:
- Human Resources: Each facility allocates specific human resources to safety, with one person dedicated full-time and the entire team working to enhance the safety of machines and equipment.
- Financial Resources: All investments made also include a component aimed at improving the safety of new machines and equipment. Moreover, each facility conducts an annual risk analysis to identify areas for improvement, with the goal of reducing the likelihood and/or impact of potential events. Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed for the financial year 2025.
S1-5 TARGETS RELATED TO OWN WORKFORCE
Brembo has established several measurable, outcome-oriented, and time-bound targets to effectively manage negative impacts and risks, while promoting positive outcomes for its own workforce. To address negative impacts and risks and to advance positive impacts, Brembo has defined the following targets. The Group is committed to achieving the following Diversity, Equity, and Inclusion (DEI) targets regarding gender representation$^{24}$ within the organization:
- Executive Directors of the Board of Directors : at least 25% representation of each gender upon the renewal of the Board of Directors in 2026.
- Non-Executive Directors of the Board of Directors : at least 40% representation of each gender upon the renewal of the Board of Directors in 2026.
- Management Cluster (Executives and Managers at Group Level) : more than 20% representation of each gender by the end of 2028.
In addition, Brembo has defined further DEI targets aimed at promoting diversity and inclusion across the Group’s three main axes: gender, generation, and cultural background. These targets will be achieved through the implementation of dedicated projects and initiatives for both the Group and local community levels:
a. Implementation of D&I initiatives : Promoting the implementation of at least 5 initiatives and projects relevant to the Group and/or local communities per year while respecting the principles of Diversity and Inclusion on Brembo’s 3 main axes (gender, generation and cultural background). The unit of measurement is the number of initiatives; the base year is 2021 with a baseline value of 5 initiatives.
b. Training on unconscious bias : Promoting the renewal and delivery of training by overcoming unconscious biases and stereotypes fostering an inclusive working environment. This is a year-on-year target the renewal of 100% management training courses enriched with pills dedicated to unconscious biases. In 2025, 3 relevant
$^{24}$ Female / Male, in compliance with both Dutch law and the Dutch Corporate Governance Code.
2025 Brembo Annual Report 112 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
S1-6 CHARACTERISTICS OF BREMBO’S EMPLOYEES
According to the data, up to the 31 of December 2025, Brembo had 14,739 employees.
| 2025 | 2024 | |
|---|---|---|
| Characteristics of Group’s employees - number of employees by gender | ||
| u.m. | Male | Female |
| Number of employees (head count), at end of period | n. | 12,008 |
| Percentage of employees by gender, at end of period | % | 81.5% |
| 2025 | 2024 | |
|---|---|---|
| Characteristics of Group’s employees - number of employees by country $^{25}$ | ||
| u.m. | Male | Female |
| Brazil | n. | 252 |
| China | n. | 1,482 |
| Czech Republic | n. | 984 |
| Denmark | n. | 98 |
| India | n. | 1,398 |
| Italy | n. | 2,792 |
| Mexico | n. | 1,466 |
| Poland | n. | 2,028 |
| Spain | n. | 351 |
| Sweden | n. | 208 |
| Thailand | n. | 95 |
| UK | n. | 143 |
| US North America | n. | 647 |
$^{25}$ The countries with 50 or more employees representing at least 10% of the total number of employees are Italy, Poland, China and Mexico.
| 2025 | 2024 | |
|---|---|---|
| Characteristics of Group's employees - number of employees by contract type and gender, at end of period | ||
| u.m. | Male | Female |
| Number of permanent employees (50bi) | n. | 10,034 |
| Number of temporary employees (50bii) | n. | 1,974 |
| Number of non-guaranteed hours employees (50biii) | n. | – |
| Total | n. | 12,008 |
| 2025 | 2024 | |
|---|---|---|
| Characteristics of Group’s employees - number of full-time and part-time employees, at end of period | ||
| u.m. | Male | Female |
| Number of full-time employees (52a) | n. | 11,936 |
| Number of part-time employees (52b) | n. | 72 |
| Total | n. | 12,008 |
| 2025 | 2024 | |
|---|---|---|
| Employee turnover $^{26}$ | ||
| u.m. | Male | Female |
| Number of employees who have left Group | n. | 2,758 |
| Total number of employees | n. | 12,008 |
| Percentage of employee turnover | % | 22.97% |
$^{26}$ It includes number of employees who have left the company on FULL voluntary basis (i.e. employees with a permanent contract), on voluntary basis (i.e. planned end of fixed-term contract, retirement) and not on voluntary basis (i.e. dismissal).
2025 Brembo Annual Report 113 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
S1-7 CHARACTERISTICS OF NON-EMPLOYEES IN BREMBO’S OWN WORKFORCE
Brembo has decided to include in this report the disclosure related to this requirement, although this requirement is subject to a phase-in period. A “non-employee” is an individual who is not directly employed by Brembo but performs activities on behalf of the company or contributes to its operations.
| 2025 | 2024 | |
|---|---|---|
| Characteristics of non-employee in the Group’s own workforce by gender | ||
| u.m. | Male | Female |
| Total number of non-employees (interns) | n. | 27 |
| Total number of non-employees (temporary workers) FTE | 933.90 | 201.84 |
These individuals may include temporary workers and interns. For temporary workers, FTE is calculated by dividing the total paid hours by the number of hours worked in the month, based on working days excluding Saturdays and Sundays. The number of non-employee workers is reported as at end of the reporting period. $^{27}$
$^{27}$ The number of non-employees present at 31.12.2025.
S1-8 COLLECTIVE BARGAINING COVERAGE AND SOCIAL DIALOGUE
Brembo has decided to include in this report the disclosure related to this requirement, although this requirement is subject to a phase-in period. 71.33% of Brembo’s employees are covered by collective bargaining agreements.
| 2024 | 2025 | ||
|---|---|---|---|
| Collective bargaining coverage | Social dialogue | Collective bargaining coverage | |
| Coverage rate | Employees – EEA (for countries with >50 empl. representing >10% total empl.) | Employees – Non-EEA (estimate for regions with >50 empl. representing >10% total empl) | Workplace representation (EEA only) (for countries with >50empl. representing >10% total empl) |
| 0-19% | India | Poland | Denmark |
| 20-39% | |||
| 40-59% | |||
| 60-79% | Denmark | ||
| 80-100% | Italy, Czech Republic, Spain, UK | Brazil, China, Mexico |
The percentage of 81.84% represents the share of employees covered by workers’ representatives, calculated and reported for each EEA and non-EEA country where the company employs a significant number of employees.
2025 Brembo Annual Report 114 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
S1-9 DIVERSITY
Brembo’s top management, defined within the Group as the number of executives and managers, consists of 844 individuals, of whom 686 males and 158 females.Female representation therefore accounts for 18.7% of Brembo’s top management, while males represent 81.3%. In terms of age distribution, 3,086 employees are under 29.9 years of age (20.94%), 8,963 are between 30 and 50.9 years old (60.81%), and 2,690 are over 51 years old (18.25%).
S1-10 ADEQUATE WAGES
All employees receive an adequate wage consistent with:
* Official minimum-wage requirements issued by local government, where applicable.
* Wage benchmarks established through collective bargaining agreements, where applicable.
* Market Salary benchmarks provided by external consultancy firms, where applicable.
S1-13 TRAINING AND SKILL DEVELOPMENT
Brembo has decided to include in this report the disclosure related to this requirement, although this requirement is subject to a phase-in period.
The Brembo Academy is the Group’s corporate training school certified in accordance with UNI EN ISO9001 EA37. It is supported by a network of internal trainers and certified Domain Experts, who share their expertise across the organization through training programs and technical manuals. The Academy guarantees a structured, flexible and inclusive training and development offer, tailored to different employee population.
Brembo’s training and development offer covers a broad range of needs across four key development areas:
* Organizational behavior and skill development.
* Technical skills relevant to Brembo’s business.
* Compliance with legislative and regulatory requirements.
* Group culture and identity.
Training needs are collected annually through the Global Training Needs Campaign and may be further integrated and updated during the year based on specific requests. Employees have the flexibility to select training courses through self-enrollment with manager’s approval. While the overall training and development offer is coordinated centrally, its implementation is managed locally by each country.
In 2025, the methodology for collecting and reporting data related to training and performance review processes was updated and aligned with the criteria set out in the ESRS, in order to ensure consistency with sustainability reporting standards.
In 2025, Brembo delivered an average of 22.19 training hours per employee. On average, women received 18.02 hours of training, while men received 23.13 hours. By employee category: executives and managers received an average of 25.33 training hours; white-collar employees received an average of 29.65 training hours; blue-collar workers received an average of 18.91 training hours.
A regular performance check is conducted over the year, based on criteria shared between employees and their managers. In 2025 80.66% of Brembo’s employees – white and blue collars – have been involved in the performance and career development review cycle, comprising 80.45% male and 81.55% female employees. The above employees are distributed by employee category as follows: executives and managers (89.45%) white-collar employees (92.22%) blue-collar workers (75.25%).
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Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
Corporate Governance
Financial Statements
S1-14 HEALTH AND SAFETY METRICS
Brembo has decided to include in this report the disclosure related to this requirement, although this requirement is subject to a phase-in period.
At Brembo, 93% of employees and interns are covered by a health and safety management system, as well as 79% for temporary workers.
No fatalities on employees were reported in 2025, neither from work-related injuries nor from work-related ill health. Brembo recorded a total of 78 work-related accidents: 72 involving its own employees and 6 involving temporary workers. Considering the total number of employees and hours worked, the overall rate of recordable work- related accidents is 2.60. The result achieved in 2025 is equal to a frequency rate of 2.60 (normalized through 1Milion conversion factor). This corresponds to a reduction of 28% with respect to the 2022 baseline. The increase with respect to the previous year is related only to the normalization factor of the index.
Brembo continues year over year, also in 2025, in its journey of continuous improvement towards the "zero injuries" mission. Regrettably, Brembo reported a fatal incident involving an employee of a contractor. No responsibility were ascribed to Brembo by the competent authorities.
In 2025, there were 5 cases of recordable work-related ill health. The combination of ill health and work-related injuries and accidents $^{28}$ resulted in 2,975 days lost for employees and 43 days lost for non-employees. No cases of recordable work-related ill health were detected among former employees.
S1-16 REMUNERATION GENDER PAY GAP
Brembo regularly monitors both synchronous phenomena, such as the gender pay gap, and diachronic phenomena, such as the internal labor-market dynamic. When assessing the gender pay gap, it is important to consider the characteristics of the sector in which Brembo operates – a highly male-dominated industrial environment with a strong concentration of STEM-related roles, where academic pipelines remain predominantly male. The Group’s DEI initiatives aim to increase gender representation in leadership roles and throughout the organization, while also ensuring pay equity for employees performing equal work with comparable qualifications. Although Brembo applies the principle of equal pay for equal work, aggregate figures may still reflect gender imbalances typical of the industry.
Brembo is committed to continuously improving data quality and analytical methodologies to better understand gender-related pay differences and their underlying causes. In this context, the Group is actively preparing for the EU Pay Transparency Directive and is working to identify and mitigate potential pay gaps across the organization. Brembo is finalizing a standard job architecture to reduce inequality and minimize structural discrepancies.
$^{28}$ The estimate made for the division of hours worked between men and women is based solely on the data from December, as is done every year. Therefore, it is important to note that slight deviations may occur if the data were considered on a monthly basis rather than using the consolidated percentage from December.
At Brembo, the gender pay gap — defined as the difference between the average pay of male and female employees, expressed as a percentage of the average male pay level — stands at 1.86% at Group level (excluding AP Racing NA, Brembo France, Reinsurance AG, Scandinavia). This means that, on average, male employees earn 1.86% more than female employees globally. The gender pay gap is calculated in accordance with the ESRS requirements using the following formula: (average gross hourly pay of male employees - average gross hourly pay of female employees) divided by average gross hourly pay of male employees.
ANNUAL TOTAL REMUNERATION RATIO
The annual total remuneration ratio is calculated as the ratio between the annual total remuneration of the Group’s highest-paid individual and the median annual total remuneration of employees, excluding the highest- paid individual. This ratio differs from the internal pay ratio disclosed in the remuneration report section (paragraph 4.5 e 4.6) as the two indicators rely on different calculation methodologies.
Brembo has chosen to present the annual total remuneration ratio primarily based on the employee population of Brembo N.V., that stands at 100.11. As a multinational Group operating across three continents and multiple countries — each with different cost-of-living levels, remuneration structures and social-contribution systems — using the entire Group workforce would not provide a methodologically sound or comparable denominator. Including all employees would result in a highly heterogeneous dataset that would not accurately reflect average pay or working conditions.
The annual total remuneration ratio, calculated in accordance with ESRS requirements and based on the median remuneration of Group employees as of 31 December, amounts to 174.55.
S1-17 INCIDENTS, COMPLAINTS AND SEVERE HUMAN RIGHTS IMPACTS
In 2025, Brembo reported one incident of discrimination, harassment, or serious human rights violations, that has been resolved through appropriate disciplinary action. During the year, 7 reports were received through the company’s employee whistleblowing channels, a decrease from 14 in the previous year. In addition, no reports were submitted to the OECD National Contact Points for Multinational Enterprises. Consequently, Brembo incurred no fines or penalties and was not required to pay compensation for damages.
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Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
Corporate Governance
Financial Statements
S2 - WORKERS IN THE VALUE CHAIN
S2 SBM-3 WORKERS IN THE VALUE CHAIN IMPACTS, RISKS AND OPPORTUNITIES
The double materiality assessment has led to the identification of Impacts, Risk and Opportunities related to the matter of the value chain’s workers of the Group.
- Positive impact - Reduced social impacts in the supply chain enabled by Brembo’s selection and engagement of suppliers on environmental and social criteria, promoting adoption of best available practices.
- Negative impact - Injuries and occupational diseases among client/supplier workers (including chronic and mental health issues) caused by inadequate working conditions along the upstream and downstream value chain, such as unsafe machinery and stressful, unsafe environments.
- Negative impact - Discrimination of supplier employees caused by suppliers’ lack of adequate practices to ensure equal opportunities, diversity and inclusion, exposing workers to discrimination based on gender, ethnicity, religion, disability or sexual orientation.# Negative impact - Violations of workers’ rights and improper labor practices caused by insufficient monitoring of human-rights compliance along the Group’s complex, geographically dispersed value chain, particularly during primary materials production and in certain geographies. Opportunity - Greater operational resilience and supply-chain performance (lower logistics costs, quicker deliveries, reduced disruption risk, better continuity/efficiency/quality) deriving from developing competitive, qualified local suppliers and a partnership-based approach. Risk - Reputational damage and financial repercussions deriving from suppliers’ non-adherence to human-rights working conditions set out in the Supplier Code of Conduct for Responsible Business. The Impacts, Risks and Opportunities described above are mainly related to the upstream part of the value chain, particularly raw material suppliers (extraction and processing).
Brembo has also strengthened its human rights due diligence processes to identify workers who may be at greater risk of harm or increasingly exposed to risks or specific vulnerabilities due to specific contexts or characteristics. This includes mapping suppliers sourcing from Conflict-Affected and High-Risk Areas (CAHRAs), where the extraction and trade of minerals such as gold, coltan, cassiterite, wolframite and their derivatives (tantalum, tin, tungsten) are subject to international regulations like the Dodd-Frank Act and EU Regulation No. 2017/821. Brembo does not directly purchase minerals from conflict zones and requires suppliers to declare the presence and origin of any of these minerals in the supplied products. In compliance with OECD guidelines, Brembo investigates its supply chain to ensure minerals do not originate from countries at risk and to evaluate potential human rights violations, including forced labor and unsafe working conditions affecting vulnerable workers in these regions. In addition, in 2025, Brembo launched a targeted assessment to investigate potential risks of Uyghur forced labor within its supply chain, expanding the analysis beyond tier-1 suppliers to gain visibility into relevant sub tiers. This initiative further strengthened Brembo’s commitment to proactively identifying and addressing human rights risks affecting workers across the value chain. Insights from these assessments feed into Brembo’s strategic decisions, ensuring alignment with international standards and continuous improvement of its business model to uphold ethical and sustainable practices across the value chain. About the methodologies, assumptions and tools used in identifying and assessing material impacts, risks and opportunities along Brembo’s value chain, please refer to section ESRS 2 IRO-1 herein.
Brembo considers the relationship with its value chain and its workers an important moment for dialogue and a mutual opportunity for growth and enrichment. The Group’s strategy increasingly involves customers and suppliers, fostering a community perspective, and the exchange of skills and best practices. Accordingly, Brembo is committed to prioritizing a local supply chain and selecting suppliers based on sustainability criteria, including safe workplaces and human rights. For information on how interest, views and rights of Brembo’s stakeholders inform its strategy and business model please refer to ESRS 2 SBM-2 (General Disclosure).
Workers in Brembo’s value chain are divided into those in the upstream phases and those in the downstream phases. Workers in the upstream phase are those involved in the production of direct and indirect materials (e.g. raw materials, components, utilities, tools, packaging) and services (e.g., painting, treatments, maintenance, logistics). On the other hand, workers in the downstream phases include mainly automotive manufacturers, downstream logistics services, and recovery and disposal activities. It should also be noted that the employees of Brembo’s joint venture, which is a strategic supplier, are included.
2025 Brembo Annual Report 117
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
S2-1 POLICIES RELATED TO VALUE CHAIN WORKERS
The Group has a structured system of policies and codes aimed at managing the impacts, risks and opportunities related to its value chain’s workers. The policies adopted by the Group not only aim to minimize risks and negative impacts on workers in the value chain, but also to identify and exploit opportunities to continuously improve their practices.
| Key concepts | Scope of application | GCF/GBU/ Bodies | External standards | Policy availability and sharing |
|---|---|---|---|---|
| SUPPLIER CODE OF CONDUCT FOR RESPONSIBLE BUSINESS | The Code, that as of 2025 integrates and supersedes the sustainable procurement policy, reinforces the Company’s commitment to responsible procurement by requiring suppliers to respect human rights, ensure fair and safe working conditions, promote diversity, protect the environment, and maintain transparent business practices. It also includes verification, audits, monitoring, training, and corrective actions to support suppliers collaboratively. | Chief Purchasing Officer. | The Code is drawn up according to international frameworks, including the UN Universal Declaration of Human Rights, UN Guiding Principles on Business and Human Rights, ILO standards, OECD Guidelines, UN Global Compact, the 2030 Sustainable Development Agenda, ISO standards (ISO 20400, 9001, 14001, 45001, 26262, 27001), IATF 16949, ASPICE, TISAX and responsible minerals standards (RMAP, OECD Conflict Minerals. | The Code is shared with suppliers prior to the qualification process through direct communication. For other stakeholders, it is available on Brembo’s website. |
discrimination and to promote the positive value of diversity; protect the health and safety of its employees and the community; protect the security and integrity of the data and information exchanged that they use and store. In addition to the Code, the following documents also apply to workers in the value chain: the Code of Ethics, which specifies that each Brembo supplier must comply with the values and principles expressed therein and in all the other Brembo documents dedicated to suppliers, with the indication that failure to comply with these provisions may result in the termination of the supply relationship; the human rights policy which addresses trafficking, forced or compulsory labor, and child labor, among other core human rights and ethical principles; the Modern Slavery Statement, that specifies the measures adopted by Brembo to eliminate slavery and human trafficking along its value chain through the implementation of specific systems and processes; the stakeholder engagement policy, where Brembo outlines the engagement processes in place with the workers in the value chain. For further information on the policies mentioned please refer to paragraph S1-1.
S2-2 ENGAGING WITH VALUE CHAIN WORKERS
As mentioned in the previous paragraphs, the methods of involvement and interaction with workers in the value chain are addressed by the stakeholder engagement policy, and specifically by suppliers, by the Code of Conduct for Responsible Business, which reflects the Group’s commitment to creating long-lasting relationships with its supply base.
Engaging workers in the value chain is a fundamental element for Brembo for the process of mutual improvement. In this regard, Brembo considers the perspectives of workers in the upstream value chain through on-site supplier Environmental, Social and Governance (ESG) audits. These assessments are conducted by a third-party auditor and include anonymous interviews with workers at supplier companies $^{29}$, ensuring that their perspectives are considered in evaluating these companies’ compliance with ethical and responsible business standards. The objective of these audits is to identify critical issues related to working conditions, compensation, working hours, health, safety, and environmental practices, while providing Brembo with clear visibility into any non- conformities raised by workers in the supply chain. They serve as a valuable channel for gathering workers’ input and concerns, allowing Brembo to effectively address and manage both actual and potential impacts on labor conditions within the supply chain.
$^{29}$ (S2-2; 23) Auditors select a representative sample of the workforce, considering gender, job roles, pay levels, and, if applicable, immigrants and contractors. Interviews focus on health and safety, wages, and ethical-social issues.
All the sustainability issues identified as relevant for Group supply chain’s workers are addressed within the Supplier Code of Conduct for Responsible Business, through which Brembo asks its suppliers to, among other things: comply with regulatory requirements, laws and standards and ensure respect for human rights, including not to use child labor and any form of forced labor, not to tolerate any form of harassment and/or
2025 Brembo Annual Report 118
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Other channels for listening and engaging with suppliers include: daily activities and reports on Purchasing Global Central Function; a supplier Engagement Survey on the importance of material issues for Brembo; targeted campaigns and surveys on specific ESG topics (e.g., environmental practices, human rights, conflict minerals etc.); the Brembo supplier portal.These forms of engagement could take place any time during the duration of the supplier’s contract and may occur directly with the workers in the value chain, with their legitimate representatives, or through delegated mechanisms, depending on specific needs. The Chief Purchasing Officer has operational responsibility for ensuring that the engagement with the supplier is implemented correctly and transparently, and that the results obtained influence the Company’s strategic approach, where possible. The effectiveness of the engagement mechanisms in place regarding workers in the supply chain is assessed by observing improvements in sustainability assessment scores and by monitoring the implementation of corrective actions defined at the end of audit activities. In addition, Brembo also has a whistleblowing mechanism in place to receive and manage reports from suppliers’ and other value chain workers, allowing them to report any human rights violations. Brembo guarantees the confidentiality of the identity of those who report in good faith. Suppliers’ workers are also involved annually in the process of identifying and evaluating the actual or potential impacts that Brembo may generate on them. For information on the methods of engagement, please refer to chapter ESRS 2. The Chief Purchasing Officer has operational responsibility for ensuring that the engagement with the supplier is implemented correctly and transparently, and that the results obtained influence the Company’s strategic approach, where possible. The effectiveness of the engagement mechanisms in place regarding workers in the supply chain is assessed by observing improvements in sustainability assessment scores and by monitoring the implementation of corrective actions defined at the end of audit activities. In addition, Brembo also has a whistleblowing mechanism in place to receive and manage reports from suppliers’ and other value chain workers, allowing them to report any human rights violations. Brembo guarantees the confidentiality of the identity of those who report in good faith. Suppliers’ workers are also involved annually in the process of identifying and evaluating the actual or potential impacts that Brembo may generate on them. For information on the methods of engagement, please refer to chapter ESRS 2.
S2-3 ADDRESSING NEGATIVE IMPACTS AND VALUE CHAIN WORKER CONCERNS
In accordance with its dedicated policies, Brembo adopts a responsible approach in managing remedies for material potential adverse impacts on workers in the value chain that it has caused or contributed to, and that were identified by the Group through the engagement methods described in the previous paragraph. The effectiveness of the remedies is assessed through direct contact with the concerned stakeholders and the related follow-ups, with the aim of verifying that the solutions implemented have effectively solved the issues identified. In this way, the Group ensures that the remedies provided are adequate and consistent with its social responsibility standards.
Using tools such as supplier self-assessments, on-site audits, and ESG evaluations based on recognized frameworks, the Group identifies risks related to labor practices and working conditions at an early stage. Suppliers that fall below minimum sustainability thresholds undergo an internal escalation process involving specialist functions and, where appropriate, the Chief Purchasing Officer, to ensure timely remediation and that sourcing decisions appropriately reflect the supplier’s ability to meet Brembo’s standards. With respect to on-site audits, for example, Brembo remediation process requires suppliers to develop and implement a Corrective Action Plan in response to any identified non-compliance. To ensure the effectiveness of these measures, Brembo conducts follow-up audits to verify that any issues or concerns from workers in the supply chain have been appropriately addressed and resolved. If the supplier violates the principles outlined within Brembo’s policies, does not actively contribute to providing the requested information, or does not implement appropriate improvement plans, Brembo reserves the right to precautionarily suspend and/ or terminate any business relationship early and with immediate effect. In 2025, Brembo has also strengthened its Supplier Sustainability Assessment procedure by enhancing post- audit follow-up to ensure non-conformities are resolved promptly and effectively. Through this approach, the Company aims to minimize ESG violations, protect value chain workers, and promote continuous improvement and responsible business practices. Brembo has a whistleblowing mechanism in place and ensures that these channels are accessible and communicated to all intended users via the company website. Additionally, policies are in place to protect individuals using the channel from retaliation, as described in section S1-3.
2025 Brembo Annual Report 119
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
S2-4 ACTIONS RELATED TO WORKERS IN THE VALUE CHAIN
Brembo actively prevents and mitigates material negative impacts and pursues positive material impacts on value chain workers (as described in the section S2-SBM3) through different actions. To prevent, address and remediate material impacts and risks that may arise, Brembo has established a procedure for following up on suppliers who formerly resulted in poor sustainability performance. This procedure applies to all suppliers across the Group and entails initiating follow-up actions on suppliers who either fall below a specified minimum threshold or violate any zero-tolerance non- conformities. If required, as mandated by the procedure, an internal escalation process is initiated, involving the Sustainability & Risk GCF or, where appropriate, the Chief Purchasing Officer. This ensures that critical issues are promptly addressed and that sourcing decisions appropriately reflect the supplier’s ability to meet Brembo’s sustainability standards.
For on-site audits, suppliers are assigned remediation timelines proportionate to the severity of the findings. For self-assessment questionnaires, which form an integral part of the supplier qualification process, a dedicated escalation process applies to suppliers with insufficient performance or recurring issues, ensuring enhanced monitoring and further evaluation under Brembo’s governance framework. Brembo may suspend or terminate contracts if a supplier breaches the conduct principles set out in the policies referenced above, including the Supplier Code of Conduct for Responsible Business, human rights policy and policy on non-discrimination and diversity, or in the Group’s General Terms and Conditions.
Additionally, Brembo has implemented initiatives aimed at generating positive impacts for value chain workers through continuous supplier engagement on sustainability topics and the provision of one-to-one support to align suppliers with the Group’s objectives. A supplier engagement program has also been launched to enhance supplier capabilities and improve working conditions, focusing on training on the newly introduced Supplier Code of Conduct for Responsible Business and supported by practical implementation guidance. Brembo monitors the effectiveness of its actions by tracking improvements in sustainability scores and verifying the timely closure of identified non-conformities.
Sustainability criteria are embedded in supplier selection and monitoring processes through on-site audits, ESG self-assessments conducted via the NQC platform and based on the SAQ 5.0 model, as well as other targeted ESG evaluations, supporting the achievement and maintenance of positive outcomes for value chain workers. These mechanisms also enable Brembo to identify potential risks related to labor practices and working conditions at an early stage of the relationship. Through these measures, Brembo aims to minimize the likelihood of ESG violations and protect value chain workers by promoting continuous improvement and responsible business practices. Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed for the financial year 2025.
S2-5 TARGETS RELATED TO WORKERS IN THE VALUE CHAIN
To manage negative impacts and risks and advance positive impacts, Brembo has set three measurable, outcome-oriented and time-bound targets. The first target is to expand the scope of suppliers’ on- site ESG assessment and monitoring to cover 80% of purchasing spend on direct relevant suppliers by the end of 2026. This target is aligned with the objectives of Brembo’s Supplier Code of Conduct for Responsible Business as it aims to embed ESG principles into supplier evaluation and engagement. Audits are performed on upstream suppliers across all geographies in which the Group operates. By extending on-site ESG assessments and monitoring, the organization ensures that procurement practices actively support sustainability goals, such as reducing environmental impact, promoting ethical labor practices, and fostering responsible sourcing. It is a relative target measured as the percentage of spend coverage, calculated as expenditure towards direct relevant audited suppliers by total expenditure on direct relevant suppliers. The base year for measuring progress is 2020, with a baseline of 70% spend on direct relevant suppliers assessed through on-site ESG evaluations. The measurement period spans 2020–2026. In terms of methodologies and key assumptions, the target focuses on “direct relevant suppliers”, i.e., those suppliers that are essential to Brembo’s core operations and contribute to the Company’s finished products, encompassing both material providers and outsourced manufacturing activities. Since the adoption of the target, no changes have been introduced.The data source used to calculate the percentage of spend coverage is Brembo’s Purchasing systems, and internal stakeholders from both the Purchasing and Sustainability & Risk Global Central Functions have been involved in the target definition. The target is monitored annually. In 2025, Brembo successfully achieved the target, one year ahead of the planned 2026 deadline, reaching a level of on-site ESG assessment coverage corresponding to 80.7% of purchasing spend on direct relevant suppliers. The proactive acceleration of this target reflects the effectiveness of the methodologies adopted and the strong collaboration established across the supply chain, further reinforcing Brembo’s dedication to promoting sustainable and ethically responsible procurement. The second target focuses on ensuring that the Local for Local Index is maintained above 85%. By prioritizing local procurement, this target supports the reduction of the environmental footprint associated with transportation and logistics (e.g., greenhouse gas emissions and energy consumption), while also contributing to local economic development and enhancing supply chain resilience. The target is based on the purchasing spend in the regions where Brembo operates and includes the purchase costs of goods and services directly related to the production of finished products, including raw materials, components, semi-finished and finished goods, as well as auxiliary materials and services — primarily transportation, utilities, packaging and MRO. It includes services not strictly tied to production, such as information and communication technology (ICT) and telephony expenses, cleaning, 2025 Brembo Annual Report 120 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. security, and canteen services. Costs associated with tax and legal advice, insurance, sponsorships, business travel, recruitment and training activities, property leases, and industrial assets are excluded. The base year for measuring progress is 2020, during which the baseline value was 87%, and the target is set to be maintained until 2030. Since the adoption of the target, no methodological changes have been made. The data source used to calculate the percentage of spend coverage is Brembo’s Purchasing systems and internal stakeholders from both the Purchasing and Sustainability & Risk GCFs have been involved in the target definition. The target is monitored annually, and Brembo is currently on track to maintain it. There has not been a significant change in the Company’s performance, which has remained stable over the years. In 2025, the Local for Local Index reached 90.42%, confirming strong alignment with the target. The third target focuses on extending the adoption of the ESG self-assessment questionnaire to cover 85% of direct supplier spend by 2030. By extending this assessment to cover an increasingly significant share of direct supplier spend, Brembo strengthens its ability to systematically evaluate suppliers’ alignment with the provisions of its Supplier Code of Conduct for Responsible Business. It is a relative target, measured as the Percentage of expenditure coverage (spend towards direct suppliers with a self-assessment by total spend towards direct suppliers). Self-assessments questionnaires are administered to direct suppliers as part of Brembo’s updated qualification process, which gradually extends coverage across the upstream value chain and across all locations where the Group operates as suppliers undergo new or renewed qualifications. In addition, a selected portion of indirect suppliers is subject to the assessment based on relevant risk and spend thresholds. The base year for measuring progress is 2024, during which the baseline value was 77%, and the target is set to be maintained until 2030. The target focuses on “direct suppliers” and internal stakeholders from both the Purchasing and Sustainability & Risk GCFs have been involved in the target definition. The target is monitored annually. In 2025, the performance showed a significant improvement, reaching the 2030 target ahead of schedule and rising from 77% in 2024 to 85%, driven by the introduction of Brembo’s new e-procurement platform, which made the completion of the self-assessment questionnaire a mandatory requirement for all new direct suppliers. This enhancement strengthened the overall monitoring process and accelerated the progressive increase in coverage across the supplier base. Regarding the targets, the intended outcome is to strengthen the sustainability performance of value chain workers by ensuring that direct suppliers operate in accordance with Brembo’s expectations on ethics, human rights, environmental protection, and occupational health and safety. Value Chain workers were not engaged in the process of defining the targets, monitoring performance against them, or identifying areas for improvement.
S3 - AFFECTED COMMUNITIES
S3 SBM-3 AFFECTED COMMUNITIES’ IMPACTS, RISKS AND OPPORTUNITIES
Brembo includes within the scope of disclosure under ESRS 2 communities that may be materially affected by the company. These are the local communities in the countries where the Group operates through its production plants and research and development centers. The double materiality assessment has identified the following positive impacts and opportunities in relation to the matter of affected communities :
- Positive impact - Positive socio-economic spillovers caused by the Group’s national and international presence and the direct transfer of investments, technology, knowledge, and skills.
- Positive impact - Social development in host communities caused by donations and specific projects not related to the core business.
- Opportunity - Faster innovation and development of strategic skills (anticipation of technological trends) deriving from partnerships with universities and research centers.
The materiality assessment conducted by the Group considered the impacted communities, and Brembo did not identify any groups of people at greater risk of harm or more exposed to risks or vulnerabilities than others. Additionally, no significant negative impacts or risks have been identified in relation to these communities. The insights gained from the materiality assessment inform and guide Brembo’s strategy and business model. By aligning initiatives with the identified needs of local communities, the Company aims to enhance its positive contributions to social growth. This proactive approach not only strengthens Brembo’s commitment to sustainability but also fosters shared social value, reinforcing its role as a responsible corporate citizen in the regions where it operates. Recognizing the significant impact of its operation on local areas and communities, Brembo actively engages with communities as part of its commitment to the UN 2030 Agenda and the Sustainable Development Action Program. For more information, please refer to chapter SBM- 3 of ESRS 2. Regarding the methodologies, assumptions and tools used in identifying and assessing material impacts, risks and opportunities along its value chain, please refer to the section ESRS 2 IRO-1 herein. Brembo is committed to building lasting and responsible relationships with local communities, particularly around its facilities, safeguarding the health and interests of people in affected areas. The Group contributes to economic and social development by promoting employment, developing local skills, supporting infrastructure and training programs. Through its global presence, Brembo amplifies positive impacts by transferring investments, technology, and expertise, sharing know-how with partners and institutions, and fostering intellectual capital in the districts where it operates. These efforts reinforce trust, social responsibility, and the sustainable development of surrounding communities. For information on how interest, views and rights of Brembo’s stakeholders inform its strategy and business model please refer to ESRS 2 SBM-2 (General Disclosure). 2025 Brembo Annual Report 121 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
S3-1 POLICIES RELATED TO AFFECTED COMMUNITIES
The Group does not have a specific policy related to affected communities but intends to develop one. At present, Brembo has a Committee in place, and the topic is addressed through reference in other relevant policies, including in the Group’s Code of Ethics and stakeholder engagement policy. Through these documents, Brembo aims not only to mitigate and minimize potential negative impacts on communities, but also to identify and leverage opportunities to continuously improve its practices and positive impact on the affected communities. To ensure structured and strategic management of social initiatives, Brembo has established the Socio-Cultural Sponsorship and Donation Committee at a central level. This body periodically convenes selected GCF Chief Officers with the aim of defining criteria, Guidelines and priorities for sponsorship and donation activities in the social and cultural sphere, evaluating the initiatives to be supported, as well as monitoring the consistency and effectiveness of the projects promoted. The primary responsibilities of the Committee include defining the budget, criteria, and Guidelines for selecting socio-cultural sponsorship and donation initiatives. Additionally, the Committee analyzes proposals submitted by the Chief Legacy Officer, validating or rejecting their adoption as appropriate. It also monitors Brembo Group’s commitments to align with intervention categories and enhances the company’s engagement through a structured internal and external communication plan when necessary.In its Code of Ethics, Brembo identifies the population and local communities of the countries in which it operates among its main stakeholders and is committed to promoting relationships with them in the forms provided for by the applicable laws in the various jurisdictions. Brembo is also committed to protecting the health of people, natural resources, and the environment by promoting sustainable and responsible industrial development, which is appreciated by local communities. Within its stakeholder engagement policy, Brembo outlines the engagement processes with local communities (described in the following paragraph S3-2). For more information on the Code of Ethics and the stakeholder engagement policy, please refer to Table S1-1. Both documents refer to the positive impacts described above.
S3-2 Processes for engaging with affected communities about impacts
For projects carried out with the CESVI Foundation, Brembo engages with affected communities through a structured Complaints and Feedback Mechanism (PCFM) aligned with the Core Humanitarian Standard on Quality and Accountability. CESVI Foundation is an Italian NGO founded in 1985, focusing on international cooperation and humanitarian aid, with a mission is to combat poverty and promote sustainable development in various parts of the world, particularly for vulnerable populations. The PCFM ensures that community perspectives inform decision-making by incorporating feedback, operational complaints, and serious complaints related to project implementation, staff conduct, and service quality. Engagement occurs directly with communities and their representatives through suggestion boxes, verbal and written complaints, and emails. Community consultations take place at different stages, from project design to implementation and monitoring, with quarterly reviews and annual accountability meetings. The Project Manager and MEAL (Monitoring, Evaluation, Accountability, and Learning) Officer ensure feedback is recorded, addressed, and used to refine strategies, while serious complaints are escalated to senior management. Effectiveness is assessed through periodic evaluations, complaint follow-ups, and mechanisms designed to ensure inclusivity, particularly for marginalized groups such as women, children, and economically disadvantaged populations. CESVI’s emphasizes cultural sensitivity and the inclusion of marginalized voices to maintain a participatory and respectful approach.
Brembo’s commitment to local communities translates into active management to protect the interests and health of people in affected areas. The Group contributes to economic and social development by promoting employment, developing local skills, and supporting community initiatives. Through its global presence, Brembo amplifies positive external impacts by transferring investments, technology, and expertise, supporting local supply chain growth. Employees at all levels are involved in this process, including Country President & CEOs, Country General Managers, General Managers and the voluntary Sustainability Ambassadors and Sustainability Champions.
Within the stakeholder engagement policy, Brembo also outlines the additional methods for engaging affected communities. The following engagement tools are used: orientation and engagement activities for high school students and university institutions, along with related recruiting programs; roundtable discussions and dialogues with Public Administration; initiatives such as “Open House” days to welcome workers’ families into Brembo’s plants; initiatives to support the social and cultural development of the territories promoted by the Group. channels for reporting violations of the Code of Ethics; monitoring through media (press, specialized magazines, TV, web, social networks).
S3-3 ADDRESSING NEGATIVE IMPACTS AND AFFECTED COMMUNITY CONCERNS
Brembo has determined that it will not report on “Processes to remediate negative impacts and channels for affected communities to raise concerns”, as the process of Double Materiality did not identify any significant negative impacts on local communities. Instead, Brembo highlights its positive contributions to the social growth of local areas and communities. The Group’s efforts are focused on fostering development and wellbeing in the areas where it operates, prioritizing initiatives that promote social advancement, ensuring its presence is a positive influence on the lives of individuals and the overall health of the communities it serves. Brembo monitors the effectiveness of its initiatives through continuous dialogue with the local institutions and non-profits organizations involved in its projects and evaluates the overall impact to ensure that community-support activities remain meaningful and aligned with local needs.
122 | 2025 Brembo Annual Report
| Index | |
|---|---|
| 1. | Letter from the Executive Chairman |
| 2. | Vision and Mission |
| 3. | Corporate Highlights |
| 4. | Directors’ Report |
| 5. | Sustainability Statement |
| Corporate Governance | |
| Financial Statements |
S3-4 ACTIONS RELATED TO AFFECTED COMMUNITIES
The global challenges and ongoing transformations make today’s world even more complex than in 2016, the year the UN 2030 Agenda for Sustainable Development action program was launched. These changes require greater cooperation and support from everyone, which translates into a concrete and renewed commitment to the social dimension of sustainability. In this context, companies are called to play an increasingly active role within the communities where they are present, contributing to the generation of shared social values. Brembo is aware of being an important actor in the economic and social fabric of the territories in which it operates worldwide, and this generates a profound sense of responsibility toward people, entities, and institutions, as well as the environment. Over the years, the Group has developed an extensive program of projects and initiatives aimed at local communities, with the goal of bringing a concrete and positive impact to areas of greatest social need. To ensure structured and strategic management of these activities, Brembo has established the Socio-Cultural Sponsorships and Donations Committee at a group level, which periodically involves selected GCF Chief Officers. The Committee defines criteria, guidelines, and priorities, evaluates the initiatives to be supported, and monitors the consistency and effectiveness of the promoted projects. Projects are designed and developed in collaboration with the non-profit sector and local institutions and are oriented toward the following areas of intervention: education, training and research, environment and sustainability, sports, art and culture, social welfare, and child protection. Listening to communities involves Brembo people at a widespread level, including Country President & CEOs, Country General Managers, General Managers and the volunteer figures of Sustainability Ambassadors and Sustainability Champions who, by interfacing with the company’s Sustainability & Risk GCF, bring the needs emerging from local communities to the Group’s attention.
“A HOUSE OF SMILE” FOR MOTHERS AND CHILDREN IN INDIA
Brembo has been present for years with its production sites in Pune, a large city in western India. Long experience in the country has allowed the company to acquire deep knowledge of the area’s socio-economic dynamics and the consequent needs of its community. It is for this reason that in 2017, Brembo launched the “House of Smile” (Casa del Sorriso), in collaboration with the CESVI Foundation. The project is aimed at women and children in conditions of high vulnerability living in the difficult context of the outskirts of Pune, in which 3 educational centers and a House of Smile service center are operational today. Within these structures Swadhar, a local partner that coordinates pathways on the territory, aimed not only at responding to people’s immediate needs but also at building a possible tomorrow together. In particular, the House of Smile guarantees a safe and stimulating environment in which children can carry out educational activities and receive assistance and healthcare, while families participate in vocational guidance, awareness, and counseling programs. In 2025, a total of 589 beneficiaries (302 girls and 287 boys) took part in the educational activities designed for different age groups. Among these are: The nursery school involves preschool children between 3 and 6 years old, with the goal of providing training aimed at improving their cognitive, social, and sport skills. Support classes to promote literacy, study support, civic, and proper nutrition education. Furthermore, each educational center has a library and spaces dedicated to e-learning to ensure greater involvement of young people through interactive in-person lessons and the necessary training for teachers. Since 2024, the “Toy House” (Casa dei Giocattoli) has also been active, dedicated to the youngest children from 6 months to 6 years old. The project offers families a welcoming place to spend time together and receive support. Swadhar educators support new mothers, providing useful information for taking care of their children, ensuring proper nutrition, and stimulating their development even in the domestic environment. Inside the Toy House, children have access to toys designed to favor their physical and cognitive development, contributing to their healthy and playful growth. Over time, the House of Smile program has expanded with new activities also designed for adolescents. In collaboration with the Dignity Academy Foundation, Life Skills sessions were introduced for youth between 12 and 18 years old, dedicated to self-awareness and communication through play activities that help recognize and manage different interaction modes.Art-therapy workshops were also launched with the organization, with the aim of promoting the emotional expression of young people and improving their well-being through visual art. The House of Smile also involves the parents of the community with family counseling activities, both individual and group, and with meetings dedicated to parenting, education, health, and access to public welfare programs. In the three educational centers, professional training pathways for young women are also active, including courses in tailoring, beautician services, and embroidery, with the issuance of a recognized certificate of participation. The objective of these training pathways is to favor the economic and social independence of the participants. In 2025, 873 women took part in these initiatives, strengthening their professional skills and opening new opportunities for their future. In this context, the team of Brembo India maintains an open and constant dialogue with CESVI operators for project supervision and with local Swadhar managers to ensure closeness to the women and young families who benefit from the House of Smile activities.
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Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
EMPOWERMENT AND SOCIAL INCLUSION FOR THE WOMEN AND CHILDREN OF THANE
In 2022, Brembo launched a project in the Indian city of Thane, near Mumbai, with the aim of supporting mothers, who are artisans in the textile sector, in the development and care of their children, while promoting their economic and social emancipation. In collaboration with the local partner ProAction, the project established a Day Care Center (DCC), active five days a week, which offers various socio-educational services. These include educational support activities, art and craft workshops, sports activities, interactive learning lessons, specialized English sessions, and healthcare. This multifunctional space allows children to learn, explore, and grow in a safe and stimulating environment that contributes to the enhancement of their learning abilities and the improvement of their general well-being.
During 2025, 37 children (13 girls & 24 boys) participated in the art and craft workshops, while another 37 (13 girls & 24 boys) took part in the vocational guidance sessions. To complete the educational offer, the Center has a fully equipped computer lab with a full-time teacher who guides students in learning computer basics. The course, lasting three months, is divided into six groups of five students each and concludes with a theoretical and practical exam. Participants who pass the exam receive a certificate recognizing the skills acquired.
The project also includes numerous recreational and sports activities, such as karate courses, chess workshops, and outdoor games, in which 47 children participated, thus favoring socialization, discipline, and the physical well- being of the young beneficiaries. The mothers involved in the project are artisans from the tailoring unit located near the Center and receive concrete support to balance work and family care. The project guarantees healthcare for mothers and their families, regular medical check-ups for mothers and children, and economic support to prevent children from dropping out of school and to manage family emergencies. Furthermore, training and awareness sessions aim to enhance the professional skills of the women. In 2025, the Center guaranteed health insurance to entire households, covering a total of 106 beneficiaries between adults and children, while 64 women benefited from medical visits.
In conclusion, the Brembo project in Thane is generating a significant impact on the local community. Thanks to the Day Care Center (DCC), children find opportunities for growth, learning, and recreation, while mothers receive fundamental support for family management and personal development. In Thane during the year 2025, 135 children attended community computer courses, English, Math, and Science classes, and 319 women and children attended community health camps.
THE “SCHOOL ON WHEELS” PROJECT TO REACH GIRLS AND BOYS IN INDIA WITH A MOBILE EDUCATIONAL SPACE
In 2019, Brembo launched the “School on Wheels” project in India, transforming a school bus into a school classroom and a traveling library. The initiative was born thanks to the collaboration with the Door Step School Foundation, a local organization that supports the education of children from vulnerable families in the most marginalized communities of the city of Pune. The organization works to contrast three main critical issues in education: lack of school enrollment, early school dropout, and learning difficulties. The project offers children an environment that favors educational growth and involves families and the community.
Inside the “School on Wheels” school bus, there are books, notebooks, computers, and educational materials useful for supporting literacy, basic calculation, and study activities. Over 795 children participate in the activities offered through dynamic teaching methods suited to their needs. From Monday to Saturday, the school bus reaches the peripheral areas of the city of Pune, stopping at each stage to welcome groups of 20-25 children, divided according to their learning level. The Door Step School Foundation team follows children from three to fourteen years old in the development of the three fundamental skills: reading, writing, and math’s, and in personal care practices. During some stops, lasting about two hours, the mobile unit is also open to the community, which can access the space dedicated to reading. Books and worksheets are also distributed to practice at home. The initiative is very useful both for those learning to read and for those who have already acquired the basics but do not have books outside of the project.
During the year, practical activities are also proposed to bring children closer to scientific topics: small experiments to understand everyday phenomena such as atmospheric pressure, the water cycle, or the solar system, as well as themed days and group work that stimulate curiosity and autonomy. The Door Step School Foundation team maintains constant dialogue with parents, favoring the continuity of their children’s educational path. Every month, meetings and visits to the communities are planned to share the children’s progress and strengthen family involvement. Participation in the activities is monitored and recognized to maintain high motivation.
Recently, thanks to the support of Brembo Brake India, a new educational center was inaugurated in Balaji Nagar, in the Municipality of Pimpri-Chinchwad. The center provides useful tools for the school to actively involve parents, contributing to creating an environment favorable to children’s growth.
In 2025, the project received the Impresa Award in the Community Building & Social Inclusion category during the Italian Tech in Mumbai, the event promoted by the Indo-Italian Chamber of Commerce and Industry (IICCI). The recognition highlights the value of Indo-Italian entities that develop projects capable of bringing the two countries closer. For Brembo, this award represents further confirmation of the commitment with which the company supports educational and inclusive initiatives in local communities.
SUPPORT FOR THE YOUNG PATIENTS OF THE TATA MEMORIAL HOSPITAL IN MUMBAI
The Tata Memorial Hospital in Mumbai is a center of excellence for pediatric oncology care in India. Every year, numerous families turn to the facility to ensure their children receive the necessary oncological treatments, often in long-term therapeutic paths.
2025 Brembo Annual Report 124
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
Since 2024, Brembo has supported the project of St. Jude India Child Care Centers, an Indian NGO that collaborates with the Tata Memorial Hospital to follow young patients and their families during the therapeutic treatment path. The St. Jude network provides free accommodation and essential nutritional programs for those from difficult economic conditions, in addition to activities dedicated to the psychological and emotional well-being of the entire household.
Learning is one of the central aspects of the St. Jude approach, which offers personalized school programs to allow children to continue studying during treatment. The educational proposals stimulate creativity and curiosity, with drawing workshops, educational games, and interactive lessons in mathematics, science, and languages. In the afternoon, the youngest children participate in artistic activities, while the older ones deepen their computer skills.
Emotional support is equally fundamental. Music therapy, yoga, and individual and group counseling sessions help children give voice to emotions and improve self-awareness, creating safe spaces in which to feel understood. Parents also have an active role in the project. For them, paths are organized that favor both emotional management and the approach toward greater economic autonomy. Practical activities such as tailoring, gardening, cooking, and crafts allow them to learn new skills and become opportunities for sharing and personal growth. Furthermore, families gather to celebrate birthdays and anniversaries together, moments that favor a sense of community and contribute to recreating a serene and shared daily life. When conditions permit, outdoor activities such as cricket, volleyball, and jump rope games are also organized, which encourage socialization and strengthen relationships within the community.All these initiatives build a reassuring and stimulating context, strengthen the relationship between parents and children, and contribute to better adherence to treatments. Thanks to an approach that combines emotional support, personal growth, and learning, children and their families face difficulties with greater confidence and determination, finding valid support in the community that surrounds them.
THE “MANOBAL” PROJECT: A DEVELOPMENT AND SOCIAL INCLUSION CENTER FOR THE COMMUNITY OF PUNE
In Pune, one of the most dynamic cities in Western India, many young people living in the peripheral areas of the Maharashtra district often face limited access to educational opportunities and personal growth pathways. Among them are individuals with disabilities, orphans, and youth from vulnerable backgrounds who require adequate support to progress in their educational journey and build greater autonomy opportunities and personal growth paths. To respond to these needs, the Manobal project was born, promoted by the local NGO Deepstambh Foundation and supported by Brembo since 2023. Located in a residential training center, the project guarantees a safe and stimulating environment in which young people can access quality training programs, follow activities that strengthen their personal growth, and develop useful skills for their professional future. In particular, the center provides free residency, healthy nutrition, and health services besides higher education and university paths, professional courses, and individual mentoring programs. Youth are provided with study support for exams, materials, and economic aid. Furthermore, beneficiaries participate in recreational activities, artistic workshops, and music courses that foster curiosity, personal expression, and emotional well-being. In 2025, thanks also to the support of Brembo Brake India, the project welcomed 20 boys and girls, offering them the opportunity to study and grow in an environment attentive to individual needs and oriented toward their autonomy. In 2023, the Deepstambh Foundation was recognized as the ‘Best NGO in India’ for its commitment to improving the living conditions of people with disabilities, an award that confirms the positive impact of the organization within the community.
AT JANTA VASAHAT (PUNE), EDUCATION BECOMES A MEETING POINT FOR THE COMMUNITY
In the Janta Vasahat neighborhood, many families face difficulties related to access to health services and school opportunities, as well as a lack of tools to improve their living conditions. In this reality, community learning places become fundamental reference points: locations where children find an environment in which they can grow and adults can develop new perspectives. It is from these needs that, in 2024, “Proaction – Educational Support & Community Empowerment” took shape, developed by CESVI with the local NGO ProAction and supported by Brembo. The project aims to strengthen the link between the community and resources for collective well-being, offering a point of reference where children and families can find support. The goal is to accompany the youngest in their school paths, while families receive concrete support to expand their opportunities. The core of the project is the program dedicated to young beneficiaries, designed to make learning more engaging and tailored to their specific needs. Children are supported with their homework, motivated to continue their education, and assisted in subjects such as mathematics and English, as well as in recreational workshops that foster self-confidence and curiosity. Particular attention is devoted to girls, to ensure they can continue their academic path and build new, future prospects. A computer lab with PC stations was also established within the center, where children learn the fundamental concepts of information technology and participate in the creation of the community newsletter, an activity that engages them and strengthens the sense of participation in the neighborhood. This space is complemented by a library open to the entire community, featuring books, newspapers, and magazines in both local languages and English. It is a welcoming place, designed to encourage reading and offer a quiet environment for study and the cultivation of personal interests. The focus on the well-being of minors also extends to health: beneficiaries receive medical check-ups, psychological support, and opportunities for discussion between teachers and parents to monitor academic and personal progress over time.
2025 Brembo Annual Report 125 Index
- Letter from the Executive Chairman
- Vision and Mission
- Corporate Highlights
- Directors’ Report
- Sustainability Statement
- Corporate Governance
- Financial Statements
Furthermore, the project supports families in accessing the Indian government’s social assistance programs through practical assistance in requesting fundamental documents, such as the voter ID card or the opening of a bank account, steps that are often complex for those with limited reading and writing skills. To broaden the impact of these activities, information sessions are also offered to the entire community, providing in-depth information on essential daily life topics, including literacy, drug addiction prevention, education, child protection, and the fight against domestic violence and child labor. In 2025, 298 boys and girls took part in the educational activities, receiving academic support, psycho-social accompaniment, and health checks. Additionally, 96 young people participated in computer courses, 66 people received assistance in obtaining government documents, and 132 families took part in awareness sessions. Thanks to these actions, the project contributes to creating an environment in which children grow with greater serenity and curiosity, and families acquire useful tools to improve their lives within the community. In 2025, the initiative received the “Impresa Award” in the Community Building & Social Inclusion category, presented during the Italian Tech event in Mumbai and promoted by the Indo-Italian Chamber of Commerce and Industry (IICCI). The award recognizes Indo-Italian entities that develop programs capable of bringing the two countries closer and represents for Brembo a further acknowledgment of the support the company dedicates to educational and inclusive pathways in local communities.
KENYA, INDIA AND POLAND: 3 BREMBO PROJECTS UNITING COMMUNITY AND ENVIRONMENT
Every tree holds a silent strength: it transforms light into life, gives oxygen to the planet, and creates an authentic bond with the people who inhabit those territories. It is a sign of rebirth and care, a gesture that grows over time and unites those who plant it with those who will benefit from it. From this idea, a path takes shape connecting three Brembo initiatives developed in Kenya, India, and Poland, all united by attention to the environment and the involvement of local communities. To celebrate the 60th anniversary of its founding in 2021, Brembo donated a tree to every person in the Group worldwide, creating the Brembo Forest in Kenya, in the Lake Victoria region. The initiative, “Brembo4Earth – A gift for you, our forest for the planet,” developed with Treedom, led to the planting of 14,000 trees, including timber and fruit species, selected based on the characteristics of the territory. The Brembo Forest contributes to the achievement of 10 of the 17 Sustainable Development Goals defined by the United Nations and involves local communities in the management of crops, creating new agricultural opportunities. In 2025, monitoring of the Brembo Forest continued, as did support for the Biodiversity Park in the Chakan industrial area in India. This project was developed and implemented in collaboration with the local NGO Bosch & Forest following the “Miyawaki Method”. This forestation technique, designed by Japanese botanist Akira Miyawaki, uses resistant and spontaneous plants for the recovery and reclamation of abandoned land which, as in the case of Chakan, was previously used for the illegal dumping of waste and slag. The careful selection of species has made it possible to recreate an ecosystem capable of favoring the soil’s ability to retain water, cool the microclimate, and reduce pollution. Today, the Park is a green space open to the entire community and workers in the area. In Poland as well, Brembo has brought to life a special project that combines nature, education, and community. In Tucznawa, near the production site currently under construction, over 180 trees were planted together with students from the local primary school, during a day dedicated to discovering nature and the value of trees for the ecosystem. Each tree, purchased from a local plant nursery familiar with the territory, received a name chosen by the children, becoming a small symbol of shared commitment and care for the territory. Three different projects, one single direction: contributing to the growth of the territories where Brembo is present, with initiatives that create value for people and the environment. This choice reflects a concrete way of investing and growing alongside local communities.
BREMBO ALONGSIDE ACCADEMIA CARRARA AND GAMeC
Over the years, Brembo has been able to build an active and constant dialogue with the voices of the territory where it originated, collaborating with prominent organizations that operate even outside the corporate context. After the significant experience as a partner of Bergamo Brescia Italian Capital of Culture 2023, Brembo chose to give continuity to its commitment by collaborating with two major cultural institutions of the territory: Accademia Carrara and GAMeC, the Gallery of Modern and Contemporary Art of Bergamo. In particular, the company decided to support the three-year programs of both entities, backing artistic and cultural projects of social interest.As for Accademia Carrara, Brembo is the Educational Partner for the 2024-2026 three-year period, supporting the educational and didactic activities proposed by La Carrara Educazione, designed to discover the museum since childhood and experience it as a familiar place even as adults. Since 2016, La Carrara Educazione has developed activities dedicated to schools, families, children, adults, and people with fragilities, through guided tours, workshops, classroom activities, and training meetings for teachers. The initiatives supported by Brembo aim to introduce works of art, but above all to encourage the discovery of the museum as a space for meeting, reflection, and collective growth. At the same time, Brembo supports the artistic and cultural projects of GAMeC for the 2024 period, including “Thinking like a mountain” which, since 2024, involves not only museum spaces but also the territory and local communities. The project promotes paths of sharing and reflection on the themes of sustainability and collectivity, involving internationally renowned artists, such as Maurizio Cattelan with the Seasons exhibition, which attracted over 180,000 visitors in 2025 and stimulated reflection on natural and historical cycles from a broader and more inclusive perspective. It is based on the common traits of social and cultural commitment that Brembo decided to collaborate with Accademia Carrara and GAMeC, contributing to the creation of shared value for the community and the territory.
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Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
THE “DREAM CENTER” PROJECT TO GUARANTEE ACCESS TO EDUCATION FOR CHILDREN IN RURAL CHINA
In the complex socio-economic context of rural China, millions of children living in vulnerable conditions often face difficulties in accessing quality education, which is fundamental for acquiring the knowledge and skills necessary to begin building their future. To contribute positively to the needs and challenges of the territory on this front, Brembo has collaborated since 2019 with the Chinese NGO Shanghai Adream Foundation through the “Dream Center” project. This project focuses not only on the structural redevelopment of some schools in the peripheral areas of rural China but also on training paths for teachers, aimed at ensuring better teaching quality and stimulating the abilities and aspirations of students thanks to an innovative, equitable, and inclusive approach. There are five Dream Centers active with the help of ADream.org and the local Public Education Office:
- The center at “Taizhou Experimental Primary School” in Jiangsu province with 66 classes, 167 teachers, and 2,500 students.
- “ZiXi Experimental Primary School,” in FuZhou city, Jiangxi Province, with 45 classes, 107 teachers, and 1,981 students.
- “Jietian Central Primary School” in Jiangxi province, with 17 classes, 60 teachers, and 653 students.
- “Muye Township Central Primary School” in Chongqing city with 118 classes, 378 teachers, and 6,013 students.
- “Jiangxi Ganzhou SiYuan Experimental School” in Ganzhou city with 118 classes, 372 teachers, and 6,013 students.
In support of the project, the participation of the Brembo China team in “Tencent 99 Giving Day” was significant, a national fundraising program through which Brembo people contributed to the purchase of new educational materials for the Dream Centers. This is further confirmation that commitment, if shared, not only favors the reduction of geographical and social gaps but also creates new opportunities for change. For the “Dream Center” project, this occurs while respecting diversity and individual aptitudes, ensuring that no one is left behind. In 2025, the “Dream Center” project received recognition in the Community Involvement & Development category of the Brembo Sustainability Awards.
FOSTERING SYNERGIES TO SUPPORT RESEARCH AND INNOVATION
Brembo’s strong propensity for innovation and research leads the company to pay particular attention to specialist education and training programs aimed at young people, as well as to support advanced scientific research projects in fields of application that go beyond the automotive sector. This approach takes concrete form in the support of organizations and initiatives that promote research in various fields, creating synergies capable of generating positive and significant impacts. One example is the support for FROM, the Research Foundation of the Papa Giovanni XXIII Hospital in Bergamo, established in 2008 with the aim of promoting the development of research projects within the Bergamo Hospital and playing an active role in the national and international clinical research landscape. FROM is committed to enhancing and expanding the research potential in all hospital sectors, with the goal of improving the quality of care and people’s health. Brembo also supports the activities of the Mario Negri Institute, one of the major biomedical and pharmacological research centers in Italy. The Institute is engaged in the dissemination of scientific culture through various initiatives and tools aimed at informing the scientific community and providing citizens with correct information on the use of medications, strengthening the bond between advanced research and social impact. During the Covid-19 pandemic, Brembo’s support for these organizations, together with the Papa Giovanni XXIII Hospital, enabled the financing of joint research projects for the study of the virus and its medium-to-long-term consequences. The results of this research have been published in the most prestigious scientific and medical journals worldwide, demonstrating the importance of collaboration between businesses, hospitals, and research centers in responding to complex health challenges.
BREMBO AND ATALANTA: SPORT AS AN EDUCATIONAL AND SOCIAL VALUE
Sport has always represented an extraordinary tool for growth, capable of educating and forming individuals on both a personal and collective level. It fosters inclusion, promotes participation, and values talent, offering young people the chance to develop skills that go far beyond the play itself. Brembo, as a Top Partner of the Atalanta Bergamasca Calcio Youth Sector, supports the educational and social role of sport. The collaboration with Atalanta stems from shared values rooted in sports culture and the growth of young people: loyalty, team spirit, sacrifice, merit, passion for challenges, valuation of talent, and continuous improvement. Qualities that, when learned on the field, become precious tools in daily life and academic education as well. Since 2018, Brembo and Atalanta have collaborated to translate this vision into concrete initiatives. One key element of this collaboration is the Brembo Award, through which the Group annually rewards the most deserving boys and girls of the team, from the Under 15s to the Primavera. The award evaluates not only athletic performance but also academic results and personal behavior. Reaching its seventh edition in 2025, the Award was presented by Cristina Bombassei, Chief Legacy Officer of Brembo, during the ceremony held at the Atalanta Youth Sector headquarters in Zingonia, in the presence of over 500 young male and female players, staff, and club officials. Brembo also supports the summer Football Camps promoted by Atalanta for children aged 7 to 14. Every year, these camps confirm their success thanks to wide participation and represent a precious opportunity for young people to approach sport, consolidate fundamental values, and have formative experiences under the guidance of qualified professionals. Through these initiatives, Brembo confirms its commitment to supporting sport as an engine for educational and social growth, demonstrating how collaboration between businesses and sports organizations can contribute concretely to the development of new generations.
2025 Brembo Annual Report 127
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed for the financial year 2025.
S3-5 TARGETS RELATED TO AFFECTED COMMUNITIES
Brembo has not set specific targets or measurable objectives related to Local Communities for 2025. However, Brembo is committed to developing appropriate targets and key performance indicators (KPIs) for the future reporting year.
S4 - CONSUMERS AND END-USERS
S4
SBM-3 CONSUMERS AND END-USERs' IMPACTS, RISKS AND OPPORTUNITIES
In defining its strategy and business model, Brembo includes within the scope of disclosure under ESRS 2 the interests, rights, and opinions of consumers and end users. The double materiality assessment has led to the identification of the following IROs, in relation to the consumers and end users:
| Aspect | Description |
|---|---|
| Positive impact | Higher safety standards for end users enabled by R&D investments to develop innovative products that increase vehicle safety using Brembo components. |
| Negative impact | Threats to end-user safety caused by product nonconformity in braking systems, which are safety-critical components. |
| Opportunity | Higher sales and stronger business relationships deriving from increased brand awareness and improved reputation among consumers and OEMs, together with a reduction in product liability claims. |
| Risk | Extra costs, recalls/warranty actions, and reputational or client-relationship impacts deriving from product defects detected on the market (including safety-related issues). |
| Risk | Reputational harm, penalties and adverse market reactions deriving from incorrect external/ internal disclosures. |
S4-1 POLICIES RELATED TO CONSUMERS AND END-USERS
The Group has a structured system of policies and codes aimed at managing the impacts, risks, and opportunities also related to end users. The policies adopted by the Group not only aim to minimize negative impacts on end users, but also to identify and leverage opportunities to continuously improve its practices.
| Key concepts | Scope of application | GCF/GBU/ Bodies | External standards | Policy availability and sharing |
|---|---|---|---|---|
| Quality Policy | Brembo Group’s quality policy defines Brembo’s intentions and strategies regarding the quality and safety of its products and processes. The policy is centered on the ability to constantly innovate products, processes, and services to provide the highest level of quality and performance excellence. The policy emphasizes the Company’s focus on health, safety, environmental protection, ethics, sustainability, and legal compliance, both internally and throughout its supply chain. | The policy applies to all Brembo products and processes, covers the entire value chain from suppliers to customers, and is effective across all regions where Brembo operates. The Quality GCF is responsible for defining the policy, the CEO is accountable for its implementation. The policy is approved by the Executive Chairman. | The policy is consistent with ISO 9001 and IATF 16949 standards. | Public on the Company’s website. |
$^{30}$ The current policy in force is dated 24/07/2017, and there have been no significant changes to the policies during the reference year.
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Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
Brembo has implemented a Quality Management System compliant with the IATF 16949:2016 standard. This system, characterized by Guidelines common to all the Group’s plants, allows best practices to be transferred from one plant to another, as well as all the sites to be managed according to the same standards and quality indicators. Its effectiveness is verified periodically through specific internal system and process audits, as well as annual third-party audits for IATF 16949. On specific projects, assessments are also conducted again ISO 26262 and ASPICE. Like other management systems, at newly opened sites the Quality Management System is implemented when production begins, and certification audits are normally conducted around twelve months after plant is commissioned. All sites are certified according to the IATF 16949:2016 standard, except for Zaragoza and Shandong (BRGP) site, which are ISO 9001 certified as they are aftermarket sites. The recently acquired Jiaxing and Rayong plants are expected to achieve IATF 16949 certification by 2026, once integration activities are completed. Within the framework of the Quality Management System, audits are also carried out on the adoption and management of product regulatory requirements, in order to ensure their full compliance and minimize the risk of reputational damage. The results of all audits related to Quality Management System are published in the biannual Quality Reports and, for regulatory audits only, also on the internal Regulation Management Portal.
S4-2 ENGAGING WITH CONSUMERS AND END-USERS
Brembo Group is committed to complying with quality standards and legal requirements, ensuring transparent communications and establishing lasting relationships with its stakeholders, including end users. To this end, the Group has adopted the stakeholder engagement policy which defines methods of dialogue with stakeholders, including end users and customers (refer to Table in S1-1). An example of consumers and/ or end-users’ engagement is the Brembo Claims Hunter project, a digital tool that continuously identifies posts, comments, and discussions on the web representing the voice of the customer. This enables Quality GCF to analyze customer feedback in an aggregated manner, extract insights, and define areas for product improvement along with potential enhancements, allowing the Company to respond more effectively to user needs. In addition, Brembo has adopted a channel through which consumers and end users can raise concerns, as described in G1-1. For the Aftermarket GBU, in the event of product issues, end users can contact Brembo directly or reach out their dealer, who will then liaise with Brembo to obtain all the necessary information for prompt resolution of the problem. Quality GCF also monitors news, particularly from government agencies, regarding recall campaigns potentially related to Brembo products, to detect “early warnings” of any issues affecting the quality and safety of the Company’s products. Based on this information, an assessment is carried out to determine Brembo’s exposure to these risks, involving the necessary functions and considering the following factors:
- similar events have already occurred at Brembo and/or at suppliers.
- problem-solving processes already implemented for comparable events.
- correct identification, in the documentation (e.g., drawings, FMEA, design manuals), of the severity of the characteristic subject to the recall campaign.
- controls in place within internal production processes or at suppliers.
According to the assessed level of risk exposure, an appropriate action plan is defined to adequately eliminate the identified risk. In doing so, Brembo ensures continuous improvement of its processes and a prompt response to potential issues, thereby strengthening Brembo’s position on the market as a leader in the quality and safety of its products.
S4-3 ADDRESSING NEGATIVE IMPACTS AND CHANNELS FOR CONSUMERS AND END-USERS’ CONCERNS
Brembo invests in Research and Development to deliver innovative products that enhance the safety of vehicles equipped with Brembo components, raising safety standards for end users. To ensure safety and product quality, Brembo adopts a proactive approach across its processes, anticipating problems and intervening to prevent their occurrence with a view to continuous improvement. During the design and development phases, Brembo conducts FMEA and FMECA analyses for both products and processes to identify characteristics with potential impacts on end-user safety, so they can be managed and systematically controlled across the production chain, including product development, internal processes, and supplier processes. Dedicated training on product and process FMEA is provided on a periodic basis. In the development phase, a test plan is executed, including bench and vehicle testing, to ensure that products meet the required specifications. Throughout production, specific controls covering 100% of products are performed to detect any deviations from the quality standards defined in the design phase, ensuring that all requirements, particularly those related to product safety, are met. A similar rigor applies to the entire supply chain, from supplier selection and qualification to verification of compliance with agreed supply conditions. This is carried out through a structured evaluation and approval process based on objective and measurable parameters, site visits to verify the ability to meet required quality standards and early supplier involvement in development. This approach is underpinned by a solid Project Management process (Stargate), which uses defined control points and, where needed, recovery plans to verify the correctness and completeness activities and confirm readiness for mass production in full compliance with the defined requirements. At plant level, product quality and safety are continuously monitored through specific indicators (e.g., customer PPM, internal scraps) which are then further analyzed centrally. Annually, the Quality GCF prepares the Quality Plan which
2025 Brembo Annual Report 129
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
consolidates the quality targets for individual GBUs/ Plants and for the Group, with respect to specific indicators monitored quarterly within dedicated Committees and others evaluated on a half- yearly basis and included in a specific document (Quality Report). To measure product quality and safety, indicators (customer PPM and incidents) are used, considering the number of defects sent to the customer divided by cause, criticality index (which measures the disturbance to the customer), and severity index (which measures the impact of non-conformities on the end user’s safety). Moreover, any market recalls and/or special statuses attributed by the customer to the production units in case of deviations from the defined standards are also monitored.# S4-4 ACTIONS RELATED TO CONSUMERS AND END-USERS
Brembo has established specific Guidelines to manage all product non-conformities reported by customers, clearly defining responsibilities and operating procedures. For each non-conformity, a structured Problem-Solving process is implemented. This process enables the identification of root causes, the implementation of appropriate corrective actions to eliminate them, and the standardization of solutions across similar products and processes to prevent the recurrence.
In 2025, a new internal problem-solving methodology (“Resolvo”) was launched to strengthen problem-solving activities in all company processes with the specific new training course delivered at a global level by internal trainers, in coordination with Brembo Academy.
Brembo managed all product issues, both during development and in series production, through “Eureka”, an internally designed tool that consolidates all relevant information into a single repository and facilitates the understanding of root causes and the sharing of solutions among all plants. Whether originating internally or reported by customer, all issues are managed through a common problem-solving methodology. The objective is to leverage shared knowledge to proactively address potential issues and prevent their recurrence in other plants and/or on similar products. The system also provides real-time reporting of open issues, their management status, resolution times, and ongoing problems.
A new version of the tool, Eureka 2.0, has been developed internally and its global rollout is ongoing. All data from the tool is now cloud-based, ensuring greater robustness, enhanced security and availability, and accessibility from multiple platforms. A user-friendly monitoring dashboard has been integrated, and the problem-solving methodology has been improved through the inclusion of additional tools like Ishikawa, 5Whys in alignment with Resolvo.
Moreover, Brembo has developed a “Warranty analyzer” aimed at automating the analysis of warranty data to improve product reliability and trigger product improvement plans. This initiative includes the development of a structured and unified tool for warranty analysis, the implementation of predictive models for warranty trend evolution, and the enablement of ad hoc product reliability analyses.
Brembo has also defined a Guideline for the management of potential recall campaign. This Guideline outlines responsibilities and operating procedures for the timely implementation of a set of activities and actions aimed at minimizing the general risks associated with the introduction or circulation on the market of a non-conforming product that may pose a risk to end-user safety or health.
Information related to Brembo’s action plan (CapEx, OpEx) has not been disclosed for the financial year 2025.
S4-5 TARGETS RELATED TO CONSUMERS AND END-USERS
During 2025, Brembo set a measurable outcome-oriented target, in line with the Quality Management System: Percentage of audits executed on mandatory regulatory requirements compared to the Quality Plan. As of 2025, 100% of the audits have been executed.
Percentage of plants certified according to the IATF 16949:2016 standard
As of 2025, 100% of the sites are certified according to the IATF 16949:2016 standard except for Zaragoza and Shandong (BRGP), which are ISO9001 certified as aftermarket sites. The recently acquired Jiaxing and Rayong plants are expected to obtain the IATF 16949 certification by 2026, once integration activities are completed.
The target is in line with the Quality Management System, which is characterized by guidelines common to all Group plants, allowing best practices to be shared across sites and ensuring that all locations are managed according to the same standards and quality indicators. The effectiveness of the Quality Management System is verified periodically through internal system and process audits, as well as third-party audits assessing compliance with IATF 16949. As with other management systems, newly opened sites implement the Quality Management System when production begins, and certification audits are normally conducted around twelve months after plant commissioning.
2025 Brembo Annual Report 130
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
G1 - Business conduct
G1 GOV-1 Role of administrative, supervisory and management bodies
132
G1 IRO-1 Business conduct impacts, risks and opportunities 133
G1-1 Policies related to business conduct and corporate culture 133
G1-2 Management of relationships with suppliers 136
G1-3 Prevention and detection of corruption or bribery 138
G1-4 Incidents of corruption or bribery 138
G1-6 Payment practices 138
3.4 Governance
2025 Brembo Annual Report 131
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
G1 GOV-1 ROLE OF ADMINISTRATIVE, SUPERVISORY AND MANAGEMENT BODIES
Brembo’s Board of Directors (BoD) is the key body that guides the Group’s ethical conduct, ensuring legality, transparency and responsibility in its actions, and establishes its strategic direction, integrating social and environmental considerations into corporate decisions to ensure the creation of sustainable value in the long term. The BoD oversees the implementation of the Codes of Conduct, ESG policies and risk management and control systems, and it is responsible for verifying the adequacy of the organizational, administrative and accounting structure and of the controls necessary to monitor the performance of the Company and the Group, collaborating closely with Top Management to promote a corporate culture focused on integrity and compliance with ethical and sustainability principles.
The BoD is collectively responsible for decisions, even if decisions are prepared by individual Directors, who may only exercise those powers expressly attributed to them and may not exercise powers beyond those reserved for the Board of Directors as a whole. In addition, Executive Directors, such as the Executive Chairman and the Chief Executive Officer, must always inform the other directors in a clear and timely manner about the exercise of their powers and major developments in their responsibilities.
Brembo has adopted a one-tier board system, in which the Board of Directors is composed of executive and non-executive directors. Under this structure, supervision by non-executive directors — who represent the majority of the BoD members — can be properly carried out and independent supervision is assured in accordance with the Dutch Corporate Governance Code.
The Audit, Risk and Sustainability Committee is responsible, inter alia, for assisting the Board of Directors in carrying out its duties in the area of internal control, assessing the proper application and consistency of accounting standards for the preparation of the consolidated financial statements, and supervising the effectiveness of the audit process. The Committee periodically reports to the Board of Directors on its activities and on the adequacy of the internal control system. Moreover, with specific reference to Ethics, the Audit, Risk and Sustainability Committee oversees mechanisms for reporting unethical or illegal activities and ensures protection for whistleblowers and proper investigation of complaints.
On the other hand, the Supervisory Committee appointed by the Board of Directors pursuant to Legislative Decree no. 231 of 8 June 2001 (the “Legislative Decree 231”) has been maintained after the Cross Border Conversion, and it continues to monitor that the Company acts in compliance with the organizational, management and control model according to article 6 of Legislative Decree 231 31 (the “231 Model”) and proposes any updates required under Italian law.
$^{31}$ The Italian “231 Model” refers to the organizational and management model established under Legislative Decree No. 231/2001. It aims to prevent corporate crimes and administrative offenses within organizations. The model requires companies to implement specific internal controls, procedures, and protocols to promote ethical behavior and compliance with legal standards. Adopting the “231 Model” Brembo benefits from reduced liability in the event that a crime is committed by its employees or representatives. The model emphasizes the importance of a corporate culture that prioritizes integrity and accountability.
G1 - BUSINESS CONDUCT
With reference to business conduct in 2025, the Board of Directors approved the sixth edition of the 231 Model, which integrates the Company’s organizational changes resulting from the Cross-Border Conversion and the adoption of a revised governance framework. It also incorporates the most recent regulatory and jurisprudential developments in criminal law and in the administrative liability of legal entities under Legislative Decree 231/2001.
Furthermore, on 6 November 2025 the Board of Directors approved the Brembo Code of Conduct for the Development and Use of AI Systems and Tools (the “Code”), which defines the principles and operational guidelines applicable to all Brembo activities involving either third-party or proprietary AI systems, in alignment with the Company’s Code of Ethics and other internal policies. Recognizing the increasing complexity and rapid evolution of generative AI capabilities, Brembo commits to implementing measures to mitigate potential negative and/or unpredictable effects, with particular attention to potential impacts on Fundamental Human Rights as preserved in the Charter of Fundamental Rights of the European Union, as well as to the security and accuracy of data and the integrity and fairness of outcomes.The Code is grounded in the Company’s ethical values, including honesty, fairness, legality and transparency, and establishes binding principles and guidelines for the direct or indirect use of AI systems; it applies to all forms of AI, 2025 Brembo Annual Report 132 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. present and future, without claiming to be exhaustive and with a commitment to continuous adaptation and improvement in line with technological evolution. For information on the specific responsibilities of the administrative, management and supervisory bodies in terms of business conduct and other additional information on the Group’s governance structure, please refer to section ESRS GOV-1 herein. For detailed information on professional skills and competencies, please refer to section ESRS 2 GOV-1. Compared with the 2024 results, the Company recorded an increase of one unit in the “Strategy” category and an increase of one unit in the “ESG” category.
G1 IRO-1 BUSINESS CONDUCT IMPACTS, RISKS AND OPPORTUNITIES
The double materiality assessment has led to the identification of the Group’s Impacts related to business conduct. The material IROs are listed below.
| Item | Description |
|---|---|
| Positive Impact | More ethical and competitive business environment caused by the spread of anti- corruption principles and practices across the value chain through mandatory training and contractual codes and clauses. |
| Negative impact | Economic difficulties and organizational stress on suppliers, caused by a combination of supplier-relationship practices (including payment practices), such as delays or onerous payment terms, high technical and logistics requirements, ESG compliance burdens, and stringent contractual clauses. |
| Risk | Fines, penalties and other legal actions deriving from non-compliance with internal policies/procedures or local regulations, including potential fraud attempts and/or market abuse. |
Regarding the methodologies, assumptions and tools used in identifying and assessing material impacts, risks and opportunities along its value chain, please refer to section ESRS 2 IRO-1 herein.
G1-1 POLICIES RELATED TO BUSINESS CONDUCT AND CORPORATE CULTURE
The Group has a structured and organized system of policies, which applies to the entire Group (the “Brembo Compliance Systems” based on the “Corporate and Compliance Tools”) and is aimed at preventing, managing and mitigating potential impacts and risks related to business conduct and ensuring a high ethical standard in conducting business and continuous improvement of its operating practices. The well-built compliance program adapts to regulatory changes, minimizes risks and drives business growth.
In particular, the Brembo Legal Compliance System, as an integral part of the Internal Control and Risk Management System, provides for:
- the implementation at Group level of the general principles of behavior defined by the Parent (Brembo Corporate and Compliance Tools) to guarantee the maintenance of common high ethical standards;
- Brembo N.V.’s adoption of the 231 Model and the setting up of a Supervisory Committee tasked with constantly monitoring the functioning, appropriateness and effectiveness of the said 231 Model;
- the adoption by each Subsidiary of a compliance plan in accordance with local regulations governing Administrative/Criminal liability;
- addressing, communication and control guidelines on compliance matters at a Group level, issued by the Executive Chairman, and the power of the Chief Executive Officer to guarantee that such guidelines are implemented at all levels, both in Italy and abroad;
- the performance of monitoring and auditing relevant compliance activities by “second level control” entities and by the Internal Audit GCF;
- the establishment of a whistleblowing channel, to ensure the reporting of misconduct or violations of the Code of Ethics and the Brembo Compliance Tools, of Brembo 231 Model and any anomalies or weaknesses in the Company’s Internal Control System.
Brembo Corporate and Compliance Tools means all the instruments (documents, codes, oversight mechanisms and control procedures) implemented by the Parent at global level, and include, in particular: (i) the Code of Ethics; (ii) the Brembo Compliance Guidelines; (iii) the 231 Model; (iv) the Antibribery Code of Conduct; (v) the Antitrust Code of Conduct, as described below.
2025 Brembo Annual Report 133 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
| Key concepts | ORGANIzATION, Management and Control Model according to Legislative Decree no. 231/2001 “231 Model” | Brembo Compliance Guidelines | Antitrust Code of Conduct | Antibribery Code of Conduct | Code of Ethics |
|---|---|---|---|---|---|
| Scope of application | Voluntary document (due to Dutch office) aimed at ensuring legal compliance, preventing offences — including through the identification of Sensitive Activities and criminal risks exposure —, improving business practices, and preventing/monitoring the risk that offences related to business conduct will be committed. In 2025, the BoD approved the Sixth Edition of the 231 Model, which reflects the Company organizational changes following the Cross-Border Conversion and the adoption of a new governance system, as well as the most recent regulations and jurisprudential developments regarding criminal law and liabilities of legal entities pursuant to Legislative Decree 231/2001. This update mainly integrates the special sections based on regulatory changes. The 231 Model applies to all members of the Board of Directors (including the Executive Chairman and the Chief Executive Officer), Directors, Coworkers and Third Parties performing duties for or on behalf of Brembo N.V., whether directly employed by Brembo N.V. | The Guidelines summarize the main rules of conduct to prevent wrongdoing, identify areas of risk and relevant sensitive activities/ processes and ensure high ethical and compliance standards in all companies, preventing criminal liability All Subsidiaries must adopt, implement and, where appropriate, integrate the Guidelines in the implementation of local compliance program to prevent criminal liability being transferred to Brembo N.V. The Guidelines are approved by the Board of Directors of Brembo N.V. and the Board of Directors of each Subsidiary | The Code raises awareness among corporate functions of compliance with competition rules, providing simple and accessible guidance on antitrust constraints, risk situations and correct behavior It applies to employees of Brembo N.V. and its subsidiaries in the EU and forms a model of reference for the other extra-EU compliance programs. The Code was approved by the BoD of Brembo N.V. and the Executive Chairman, with individual effect, was delegated by the BoD to make any changes necessary to comply with laws and regulations | The Code aims to: ensure principles of transparency, outline permitted conduct, ensure compliance with the anticorruption regulations in force in all jurisdictions in which Brembo operates and ensure the highest levels of integrity by defining, among other things, Brembo’s policy on the acceptance and offer of gifts, hospitality and entertainment. It applies to all employees and other individuals or companies performing duties on behalf of Brembo whether directly employed by it. The Code is approved by the Board of Directors of Brembo N.V. and by the Board of Directors of each Subsidiary. Any changes made to the Code are shared with the Audit, Risk and Sustainability Committee and with the Supervisory Committee and are then approved by the Board of Directors | Please refer to ESRS S1 – 1 section herein |
| GCF/GBU/Bodies | Brembo’s BoD is the highest body responsible for implementing and updating the Model, supported by the Supervisory Committee that monitors its adequacy and efficiency. | ||||
| External standards | Confindustria Guidelines (2021 ed.). The 231 Model is built using a risk-based approach and inspired by the principles of ISO 37301:2021 and of UNI 11961:2024 | International Best Practices such as ISO 37301:2021. | It complies with applicable laws in all countries in which it conducts business | It complies with applicable anticorruption laws in all countries in which it conducts business (i.e., UK Bribery Act 2010, USA Foreign Corrupt Practices Act -FCPA) and is inspired by the principles of ISO 37001 | |
| Policy availability and sharing | Public on the Company’s Intranet website and on the Brembo website, except for the most sensitive parties. Training provided to all those who work with or within the Company, or who are directly or indirectly involved in risky activities. Brembo implements training programs to ensure in depth knowledge of the Model by all those who work with or within the Company, or who are directly or indirectly involved in risky activities. All Subsidiaries are informed about the 231 Model and its updates by the Corporate. Business partners are also indirectly informed of the introduction of the 231 Model through compliance obligations included in the contractual agreements by the Group. | Public on the Company’s Intranet website. | Training and awareness- raising sessions are periodically organized with expert lawyers to disseminate the rules and behaviors provided for by the Code. | Public on the Company’s Intranet website and on the Brembo website. Trainings and awareness on Anticorruption provided to Group employees |
2025 Brembo Annual Report 134 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.As a basic principle of business conduct, Brembo Group is committed to complying with laws in the various countries in which it operates, its corporate culture is based on a policy aimed at preventing any corporate criminal liability of companies, in line with the principles and methods of the 231 Model but also with reference to local laws of the countries where Brembo operates and is inspired by the principles of ISO 37301:2021 and of UNI 11961:2024. This involves: a risk assessment based on the potential offences/risks applicable to the subsidiary’s business. identification of sensitive areas with a view to assessing which corporate areas/sectors are at risk of commission of the offences. the adoption of preventive procedures/measures to avoid the commission of offences. dissemination and training. monitoring and auditing of the sensitive activities and preventive procedures/measures. Currently, the Brembo Compliance System is based on three levels of compliance: the implementation by each subsidiary of the local compliance program, by each subsidiary according to local law. the Brembo Compliance Guidelines to maintain high ethical standards throughout the Group, while also preventing potential corporate liability of the Corporate for offences committed at subsidiaries. the adoption of the 231 Model by the Headquarters and the appointment of an independent and autonomous body for its supervision (the Supervisory Committee - SC). To avoid possible conflicts between the local compliance program and the guidelines issued at central level, the Principle of Prevalence applies: where local requirements are less stringent than those of the Headquarter, the latter will prevail in the definition of the local compliance program. Another important factor in the Brembo compliance system, and therefore in the definition and maintenance of the corporate culture at global level is the relationship between the Corporate Supervisory Committee (the Italian SC) and the Top Management of each Subsidiary, i.e. the figure appointed by the local Board of Directors for the implementation of the compliance program in the Subsidiary itself. The two bodies are periodically in contact through meetings and exchanges of reports or questionnaires, to monitor the risks of non-compliance. To identify, report and verify any episodes or conduct that are unlawful or in conflict with Brembo’s internal regulations, Brembo, in compliance with the Directive (EU) 2019/1937, has adopted a whistleblowing policy that establishes and regulates the internal channels for reporting misconduct and irregularities. Brembo has implemented an official whistleblowing channel, i.e. a dedicated platform aimed at properly and timely managing reporting of violations related to: Regulatory provisions within the scope of Brembo Group’s activity. 231 Model (with the involvement of the Supervisory Committee, where necessary). Other Brembo corporate Codes of Conduct, policies and procedures. Any other (suspected) unlawful conduct or irregularity which, based on concrete evidence, harms the public interest or the integrity of the public administration or the Group (including using Artificial Intelligence). Through computer methods and encryption tools, this platform guarantees the confidentiality of the identity of the whistleblower, the persons involved, as well as the content of the report and the related documentation, and now also offers the option to report submit anonymous reports. The whistleblowing channel is managed by Brembo’s Internal Audit GCF, an autonomous office with staff specifically trained to manage the whistleblowing channel. The whistleblowing channel is also accessible in all local languages of the countries where Brembo works, as specified in the procedure relating to whistleblowing reports and as requested by the relevant EU Directive. Any person related to Brembo Group’s business, such as employees and collaborators, suppliers and customers, shareholders and persons with administrative, management, control, supervisory or representative functions has the opportunity to report, through the dedicated channels, any cases of violations and irregularities without fear of potential retaliation; the system is structured according to the legislation in force in the country in which Brembo operates. Specifically: In compliance with the applicable European Directive (2019/1937), in the European subsidiaries (included the headquarters) a software is in place for handling whistleblowing reports: in 2025 it has been extended also to Öhlins (a company acquired by Brembo in 2025) in compliance with the applicable European Directive (2019/1937), at the European subsidiaries (including the Headquarters) software is in place for handling whistleblowing reports. In non-EU subsidiaries, different tools are in place (the Red Flag software in the U.S. and Mexico, the AloEtica software in Brazil, or dedicated email boxes at subsidiaries where a dedicated software is not implemented). The whistleblower may choose to send the report to the parent company Brembo N.V. or to the local internal channel. The mechanism is regulated by a specific company procedure available on the intranet or on the website: each European company has defined a customized procedure based on that of Brembo N.V., integrated with any further request by local legislation. Brembo has implemented different kinds of information and/or training for all employees: 1. Communications via email 2. News on the intranet and on the noticeboards of the plants 3. News in the company house organ 4. The procedure is available on the intranet and on the website 5. A specific module is included in the training courses dedicated to new recruits and in the refreshing safety & compliance training courses. As specified in the Whistleblowing procedure and as requested by the EU Directive, the whistleblowing channel is managed by the Internal Audit GCF, autonomous area with personnel specifically trained for the management of the whistleblowing channel. 2025 Brembo Annual Report 135 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. More generally, Brembo provides various training methods regarding business ethics, aimed at making interested parties aware of the provisions of the compliance system, the reasons for implementing the latter and the main conduct to be adopted to prevent the commission of offences. The training methods vary, in terms of content and mode, depending on the role of the recipients, the level of risk associated with the area in which they operate, as well as on whether they are entitled to represent Brembo vis- à-vis third parties. In addition to the training delivered in a “traditional” way through classroom lessons, another method involves the distribution of multimedia materials to employees (managers, middle managers and office workers) for self-learning. Every year the training plan is submitted for review to the Supervisory Committee, which on a quarterly basis also receives an update of the numbers of trained people. To ensure compliance with the regulations and maintain virtuous business conduct, with the purpose of improving the group culture of prevention, the Group has identified the functions that are most at risk of episodes of active and passive corruption in the different sensitive areas: Executive Chairman, CEO and other Executive Directors GCFs: Business Development GCF Legal and Corporate Affairs GCF People & Organization GCF Purchasing GCF Sustainability & Risk GCF Other GCFs with specific areas: Administration & Finance GCF with Tax, Treasury, Import/Export areas Industrial Operations GCF with Environment & Energy, Health & Safety, Real Estate Development areas and Plants R&D GCF with Intellectual Property Rights area GBUs with specific areas: Logistics Sales.
G1-2 MANAGEMENT OF RELATIONSHIPS WITH SUPPLIERS
In line with its commitment to continuous improvement in product quality and risk management, Brembo continuously monitors indicators relating to the quality and cost of supplies, while also assessing risks inherent in the supply chain, such as increased supplier dependence on Brembo, Brembo’s dependence on specific suppliers, and suppliers’ financial solidity. This approach enables the early identification of potential critical situations. Approximately 90% of procurement 32 comes from local suppliers, i.e. suppliers located in the same geographical areas in which the Group operates, thereby enhancing the 32 This includes the purchase costs of goods and services directly involved in the production of finished goods, i.e. the purchase of: raw materials, components, semi-finished and finished products, auxiliary materials and services – mainly transport, utilities, packaging and MRO. The provision of services not strictly associated with production, such as ICT and telephony costs, cleaning, security and canteen services, is also included. Tax and legal advice, insurance, sponsorships, business travel, recruitment and training activities, property leases and industrial assets are excluded. efficiency, responsiveness and sustainability of the supply chain, while supporting the economic development of local communities. The Group also provides incentives to its Purchasing team members, aimed at encouraging the team to prioritize sustainable practices in procurement decisions. For example, a significant share of Purchasing staff and executives have performance objectives that include targets designed to enhance suppliers’ sustainability performance, i.e. their environmental management practices and adherence to sustainable production processes.These targets are linked to the performance of suppliers providing products and services to Brembo, both direct and indirect, and they are measured against suppliers’ ESG scores (e.g., scores obtained through ESG questionnaires or on-site third-party audits), as well as participation in other ESG initiatives (e.g., suppliers’ emissions data collection campaign for Scope 3 calculation).
With the aim of guaranteeing solidity and quality throughout its supply chain, Brembo has defined a structured process for the evaluation and approval of new key suppliers. The first phase of the process involves inviting suppliers to register on Brembo’s e-procurement platform and completing a pre-assessment questionnaire. This allows Brembo to perform a preliminary screening of potential suppliers and refrain from establishing commercial relationships with those who do not comply with the minimum requirements, to identify in advance any critical issues relating to new potential suppliers and to implement corrective actions accordingly. The questionnaires are analyzed by the Purchasing, Administration & Finance, Quality and Sustainability & Risk GCFs, with the aim of assessing operational, financial and sustainability risk profiles.
To ensure a robust sustainability evaluation, suppliers are required to register on a digital platform managed by an external provider and complete an ESG assessment questionnaire based on the SAQ 5.0 model, developed within the Drive Sustainability initiative. This approach enables Brembo to align with industry sustainability guidelines and ensure compliance with emerging regulations and international due diligence standards. As part of this assessment, suppliers are requested to provide further information and documentation to support a comprehensive evaluation across environmental, social and governance topics. This includes elements such as the existence of management systems, practices for handling chemicals, energy and resource use, emissions and waste management, as well as policies and processes relating to labor conditions, human rights, business ethics and compliance.
During the qualification phase, direct suppliers are also required to share documentation demonstrating the presence of structured environmental management practices. Suppliers are assessed based on the outcomes of this ESG evaluation. Brembo’s Sustainability & Risk GCF flags those falling below minimum acceptable thresholds, after which the Purchasing GCF, together with relevant internal stakeholders, decides whether to proceed with further evaluation or take corrective actions. Since 2023, more than 700 direct and indirect suppliers have been invited to register on this platform and complete the assessment. Indirect suppliers not identified as critical and not exposed to significant ESG risks are required to complete a simplified questionnaire that also addresses ESG topics.
2025 Brembo Annual Report 136
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
During this phase, suppliers also sign Brembo’s Supplier Code of Conduct for Responsible Business, which defines the core sustainability expectations to be upheld throughout the entire contractual relationship. This Code, issued in 2025, integrates and supersedes the previous sustainability procurement policy, consolidating Brembo’s standards on ethical conduct, human rights, environmental protection and responsible business practices and ensuring alignment with the latest regulatory developments and internationally recognized sustainability frameworks. To support suppliers in familiarizing themselves with these principles and ensuring consistent implementation across the supply chain, in 2025 Brembo also developed a digital training experience focused on the content of the Code, ensuring its availability to all partners within the Group’s global supply base.
Direct material suppliers also receive site visits from Quality Global Central Function to verify that quality and process requirements are effectively met.
Once the approval process has been completed, the supplier becomes eligible for new business award. The awarding of a specific supply takes place through the benchmarking of the various offers received based on the following evaluation criteria:
A. Compliance with technical specifications
B. Technological and innovative capabilities
C. Quality and service
D. Economic competitiveness
E. Sustainability performance
In 2025, Brembo introduced an additional environmental commitment aimed at accelerating the decarbonization of its supply chain. As part of this approach, suppliers involved in new assignments are expected to align with Brembo’s objective of transitioning towards the use of 100% renewable electricity by 2030 for Brembo-related production activities, while progressively increasing the share of renewable electricity for existing Brembo-related production. Suppliers are also expected to work towards extending this requirement to their sub-tier suppliers. This criterion represents a concrete measure that reinforces Brembo’s commitment to reducing Scope 3 emissions and promotes the widespread adoption of renewable electricity across its global supply network.
Once collaboration begins, Brembo monitors suppliers through KPIs, including environmental indicators such as CO₂ emissions, use of hazardous chemicals, and exposure to climate-related physical risks. In addition to this ongoing monitoring, key suppliers are subject to on-site ESG audits conducted by independent third parties with the specific aim of assessing compliance with the sustainability standards imposed by the Group. Regarding this initiative, in 2025 Brembo completed the review of its Supplier Sustainability Assessment procedure, established in 2018, to strengthen the Group’s approach to managing supplier non-conformities on a global scale and improve oversight throughout the supply chain. The procedure defines, among other elements, the criteria for the selection of suppliers involved in audits, the processes for managing third-party audits, the related follow-ups and any corrective actions. It also establishes minimum expectations for suppliers, including specific scoring requirements and threshold levels, to ensure alignment with Brembo’s ESG standards.
The parameters for selecting suppliers involved in ESG audits are the country of origin of the supplies, the turnover with the Brembo Group, the type of production process, as well as other ESG indicators (i.e., outcomes from previous ESG assessments). The objective of these audits is to identify critical issues impacting areas such as working conditions, pay and working hours, health, safety, management systems and the environment. When non-conformities are identified, suppliers are required to prepare a Corrective Action Plan (CAP) that sets out measures to address all identified issues, the implementation of which is monitored and verified by the same independent third-party assessor.
To date, Brembo has involved 180 suppliers in sustainability- related audits certified by a third party, of which 33 in 2025 (32 direct suppliers and 1 indirect supplier). Of these, 7 direct suppliers were identified as having significant negative environmental and social impacts, both potential and actual. Brembo has agreed on environmental and social improvement actions with each of these suppliers and follow-up audits were planned to remedy the non- conformities detected, in line with the Group’s objective of accompanying its suppliers towards an increasingly sustainable approach to business. In 2025, the procedure was also broadened to include additional assessment criteria and methodologies, expanding the scope of supplier evaluation and ensuring even stronger alignment with Brembo’s ESG standards.
In addition to the activities described, Brembo has progressively strengthened its approach to managing potential risks related to controversial sources, trade- related constraints and the presence of critical or conflict related materials within its supply chain. As part of its due diligence practices the Group has been expanding the information collected from suppliers to improve understanding of the origin of certain raw materials and components, especially where geopolitical or responsible sourcing risks may be present. This level of scrutiny supports greater supply chain transparency, enables the Group to adopt preventive measures and ensures alignment with international expectations on responsible sourcing.
Finally, it should be noted that, although currently Brembo does not have a specific and formalized policy governing any late payments, a procedure is in force for European markets that defines payment terms in accordance with the relevant EU directive, while in other countries Brembo complies with local payment practices.
2025 Brembo Annual Report 137
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
G1-3 PREVENTION AND DETECTION OF CORRUPTION OR BRIBERY
As mentioned in paragraph (G1-1) policies related to business conduct and corporate culture, Brembo has adopted an Antibribery Code of Conduct to prevent, detect and address allegations of active and passive corruption, in line with the principles set out in the Code of Ethics and in accordance international best practices. Both documents form an integral part of the 231 Model. The purpose of the Antibribery Code of Conduct is to ensure transparency, provide clarity on acceptable behavior and ensure compliance with applicable anti- corruption legislation wherever Brembo operates. Its objective is to uphold the highest standards of integrity.The Code also outlines Brembo’s policy on giving and receiving gifts, hospitality and entertainment, as well as individual responsibilities. According to the Antibribery Code of Conduct, no director, officer, employee, consultant, agent, representative, supplier or business partner shall, directly or indirectly, give, offer, request, promise, authorize, solicit or accept bribes or any other undue advantage (including gifts or gratuities, except for items of modest value commonly accepted in an international context, permitted by applicable laws and in compliance with the Code and related procedures), in connection with their work for Brembo at any time or for any reason.
In addition to the assignment of specific responsibilities detailed by the Antibribery Code, a further preventive measure is the separation of Internal Audit GCF from management. Its function is to investigate allegations or incidents of corruption and bribery, including those potentially involving management. Consequently, the Chief Internal Audit Officer is not responsible for any operational area, has direct access to all the information necessary for the performance of his or her duties and reports on activities at each meeting of the Audit, Risk and Sustainability Committee (ARSC) and the Supervisory Committee. The Internal Audit GCF also informs the Board of Directors and the Chair of the ARSC without delay if, during its activities, it discovers or suspects material misconduct or irregularities.
In addition, Brembo relies on entity-level controls that contribute to mitigating corruption and bribery risks, such as delegation of authority and power of attorney, segregation of duties, the 231 Model and the related compliance training on 231, remuneration and accounting policies, internal audits on group legal entities, investigations following Whistleblowing reports, and Whistleblowing communication campaign. Process-level controls are also in place in procurement, production, real estate development, finance, people & organization, R&D, marketing, sales, logistics, as well as in all processes potentially exposed to corruption and bribery risks.
As noted above, the Antibribery Code of Conduct, together with other relevant Group policies, is available to all employees and stakeholders, as it is published in full on the Company’s Intranet and on the Brembo website. In addition, new hires receive an information package (including the National Collective Agreement, Code of Ethics, welcome kit, and related documentation), to ensure awareness of the Company principles and are required to sign a dedicated register confirming receipt. For further details on anti-corruption and anti-bribery training activities, please refer to section G1-1.
Anti-corruption and anti-bribery training
Brembo provides anti-corruption and anti-bribery training to employees in areas exposed to risk, with content tailored to roles and responsibilities. Training covers the Code of Ethics, the Anti-Bribery Code of Conduct and the 231 Model and is delivered through e-learning and classroom sessions. In 2025, a dedicated anti-corruption module was included in the updated Code of Ethics e-learning course. Directors receive training on the compliance system, including the Code of Ethics and the 231 Model, upon appointment and whenever relevant updates are introduced.
| Training coverage - At-risk functions | u.m. | 2025 |
|---|---|---|
| Percentage of employees covered by training programs (21b) | % | 100% |
G1-4 INCIDENTS OF CORRUPTION OR BRIBERY
Brembo currently has no legal proceedings outstanding for corruption or bribery. Accordingly, in 2025 the number of convictions and fines for violation of anti-corruption and anti-bribery laws for Brembo was zero. Consequently, no convictions or fines were recorded during the year, and no remediation actions were required.
G1-6 PAYMENT PRACTICES
Brembo group’s contractual terms of payment are in line with main regulations (e.g. for EU, Directive 2011/7/EU). At Worldwide level, Brembo’s average standard contractual payment terms are around 60 days. In 2025, the average time taken to pay an invoice, calculated from the date when the contractual payment begins, was approximately 69 days. This average reflects the Group’s average performance across all supplier categories and regions and considers approximately 80% of Group turnover, including invoices paid during 2025, as the calculation methodology is still being fine-tuned. To calculate the days of outstanding payables, the invoice amounts are weighed by the related payment days (contractual and actual) to obtain the overall weighted average. In 2025, one material legal proceeding claim for late payments to suppliers was recorded. The incident involved a Mexican supplier; however, immediate remediation actions were taken, and an agreement was reached with the supplier.
2025 Brembo Annual Report 138
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
Sound governance. Tangible performance.
2025 Brembo Annual Report Corporate Governance 4.
4.1 Company Profile 141
4.2 Information on Shares and Shareholding Structure 142
4.3 Corporate Governance 144
4.4 Risk Management 175
4.5 Remuneration Report 182
2025 Brembo Annual Report 140
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
4.1 Company Profile
Brembo N.V. (“Brembo” or the “Company”) is a public company with limited liability ( naamloze vennootschap ) incorporated in Italy and governed by the laws of the Netherlands, having its registered office in Amsterdam, and its business and corporate headquarters (as secondary office with permanent representation pursuant to Article 2508 of the Italian Civil Code), at Via Stezzano 87 in Bergamo, Italy, that is also the Company tax residence and principal place of business. The Company has been listed on the Milan Stock Exchange since 1995.
Following the cross-border transaction from Italy to the Netherlands occurred in 2024 (“Cross-Border Conversion”), the Company:
* has elected the Netherlands as its home Member State for the purposes of article 2(1) of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 (the so-called “Transparency Directive”), as incorporated into the Dutch Financial Supervision Act ( Wet op het financieel toezicht );
* has adopted a one-tier board structure as provided for by Dutch laws, with a Board of Directors consisting of Executive Directors and Non-Executive Directors, the latter being also in charge of supervising the Executive Directors’ activities;
* applies the Dutch Corporate Governance Code (the “DCGC”), whose purpose is to facilitate, in accordance with or in relation to other laws and regulations, a sound and transparent system of checks and balances within Dutch listed companies and, to that end, regulate relations between the Board of Directors, its Committees (Audit, Risk and Sustainability Committee and Remuneration and Appointment Committee) and shareholders $^1$.
To promote a corporate governance model aligned to the best practices, Brembo constantly monitors the governance principles and models generally adopted at the European (the Netherlands and Italy included) and international levels and compares them with its own structural and organizational elements for continuous improvement purposes.
Furthermore, since the Cross-Border Conversion only regarded the registered office of the Company, with no impact on Brembo’s legal relations, and since all the activities, people and management of Brembo remain located in Italy, Brembo adopts, on a voluntary basis, the Organizational, Management and Control Model pursuant to Italian Legislative Decree No. 231/2001 (the “231 Model”); at the same time, the Company’s Board of Directors has maintained a Supervisory Committee pursuant to Article 6 of Legislative Decree No. 231/2001 (Organismo di Vigilanza), with the purpose of monitoring the adequacy and effectiveness of the Brembo 231 Model.
$^1$ It should be noted that the provisions of the DCGC primarily refer to companies with a two-tier board structure (consisting of a management board and a separate supervisory board), while Brembo has implemented a one-tier board. The best practices reflected in the DCGC for supervisory board members therefore apply by analogy to Non-Executive Directors. Brembo’s Board of Directors recognizes the importance of good corporate governance and agrees with the general approach and most of the provisions of the DCGC; nevertheless, the deviations from the DCGC’s best practices, in accordance with the “comply-or-explain principle”, are set forth in Paragraph 3.8 “Compliance with the DCGC”.
2025 Brembo Annual Report 141
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
4.2.1 Capital structure and its evolution
According to the Company’s articles of association (“AoA”), Brembo has an authorized share capital amounting to €16,172,500, divided into ordinary shares and nine different classes of special voting shares (from A to I) (“Special Voting Shares” or “SVS”). The subscribed and fully paid-up share capital at 31 December 2025 amounts to €8,821,962.79 and is made up of 333,922,250 ordinary shares, with a nominal value of €0.01 each, 6,490,608 Special Voting Shares A, with a nominal value of €0.01 each, 2,644,804 Special Voting Shares B, with a nominal value of €0.02 each, and 178,831,271 Special Voting Shares C, with a nominal value of €0.03 each.
At 31 December 2025, the situation of the Company’s subscribed share capital was the following:
| Paid-up share capital (Euro) | No. of shares making up the share capital | No. |of voting rights Ordinary shares Nominal value: €0.01 3,339,222.50 333,922,250 333,922,250 Special Voting Shares A Nominal value: €0.01 64,906.08 6,490,608 6,490,608 Special Voting Shares B Nominal value: €0.02 52,896.08 2,644,804 5,289,608 Special Voting Shares C Nominal value: €0.03 5,364,938.13 178,831,271 536,493,813 Total 8,821,962.79 521,888,933 882,196,279
For further information on the share capital, please see: Share Capital | Brembo Corporate website.
Payment of dividends
Brembo intends to retain part of its future net income to fund the growth and development of its business. Therefore, Brembo adopted a Dividend Policy, most recently updated by the Board of Directors on 18 April 2025. According to the Dividend Policy, the Company may only make distributions to its shareholders insofar as its equity exceeds the amount of the paid-in and called-up part of the issued capital plus the reserves as required to be maintained by Dutch law. The Board of Directors may, subject to Dutch law and the AoA, resolve to pay a dividend on the shares from one or more of the reserves that do not need to be maintained pursuant to Dutch law. As the Company is an industrial holding company that conducts its business directly and through its subsidiaries, the Company’s ability to pay dividends also depends on its subsidiaries’ distributions to the Company. The amount and timing of any dividend distributions, however, depends on the laws of the subsidiaries’ respective jurisdictions. Every year, the Board of Directors determines the amount of profits to be added to reserves, considering the financial condition, earnings, cash needs, working capital developments, capital requirements (including requirements of subsidiaries) and any other factors that the Board of Directors deems relevant to determining such amount. The Company’s ability and intention to declare and pay dividends in the future mainly depend on its financial position, results of operations from the Company and its subsidiaries, investment prospects, the existence of distributable reserves and available liquidity, and such other factors as the Board of Directors may deem relevant.
4.2.2 Special Voting Shares
The Company’s AoA include a Special Voting Shares mechanism according to which loyal shareholders are eligible for allotments of Special Voting Shares, which grant additional voting rights to shareholders who are entitled to them by virtue of holding ordinary shares for a continued period. Such mechanism has strengthened shareholder engagement in a more effective manner; indeed, it is believed that a stable shareholder base is more likely to support long-term growth strategies aimed at fulfilling the Group’s development through acquisitions and consolidation of companies. The granting of additional voting rights according to the mechanism occurs through the matching of newly issued SVS with Brembo ordinary shares. SVS are provided for by the AoA and consist of nine (9) different classes of shares (numbered as A, B, C, D, E, F, G, H and I) that allocate an increasing progressive number of votes from 1 to 9 and are issued and allotted to loyal shareholders based on the holding period of their ordinary shares. To benefit from the Special Voting Shares mechanism, shareholders must register their ordinary shares with the loyalty register established by Brembo and managed by Computershare S.p.A. by completing and submitting the relevant election form published at: Special Voting Rights | Brembo Corporate website. After one year of the registration of an ordinary share in the loyalty register, the Company assigns one Special Voting Share A (granting 1 additional vote) for each ordinary share held for a continuous period of one year, so that the relevant shareholder will be entitled to exercise a total of 2 votes for each such ordinary share. On each subsequent anniversary of registration in the loyalty register (and until the ninth anniversary), shareholders who have retained the ownership of the ordinary shares registered in the loyalty register shall be entitled to exercise an additional 1 vote (up to a maximum of 9 additional votes) by converting their Special Voting Shares — to which their ordinary shares are matched — into the next class of Special Voting Shares (i.e., starting from converting SVS A into SVS B and so forth). Therefore, for each such ordinary share held, the shareholder is allocated an increasing number of additional voting rights up to a maximum of 9 voting rights (i.e., 10 voting rights in total per ordinary share), with the allotment of Special Voting Share I. Special Voting Shares cannot be transferred to third parties, except under certain circumstances as specified in the SVS terms and conditions (“SVS Terms”). Ordinary shares associated with them, on the other hand, are freely transferable. However, to transfer such ordinary shares, shareholders must first request their deregistration from the loyalty register by completing and submitting, in the manner specified in the SVS Terms, the relevant form. As a result thereof, shareholders will no longer be entitled to the SVS associated with the relevant ordinary shares and the related voting rights.
4.2 Information on Shares and Shareholding Structure
2025 Brembo Annual Report 142
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
4.2.3 Major shareholders
On 31 December 2025, the Company had the following ownership structure:
| Shareholders (*) | No. of ordinary shares | % on ordinary shares | No. of SVS A | No. of SVS B | No. of SVS C | No. of voting rights | % voting rights | Share capital owned (Euro) | % on total share capital |
|---|---|---|---|---|---|---|---|---|---|
| Nuova FourB S.r.l. | 178,859,605 | 53.56% | - | 135,840 | 178,723,765 | 715,302,580 | 81.08% | 7,153,025.80 | 81.08% |
| Brembo N.V. (treasury shares) (**) | 15,809,350 | 4.73% | 6,363,972 | - | - | 22,173,322 | 2.51% | 221,733.22 | 2.51% |
() For the updated situation of the major shareholders, see: Stock information | Brembo Corporate website.
(*) Voting rights suspended.
4.2.4 Issuance of shares – Pre-emptive rights
The Board of Directors is now vested by the AoA with the power to issue shares until 24 April 2029, to the extent of the non-issued shares of the Company’s authorized share capital from time to time. After that period, shares may be issued pursuant to a resolution of the general meeting. The general meeting may also resolve to grant the Board of Directors the power to issue shares for a maximum period of five years, which can be extended each time for a maximum period of five years. Upon resolving to issue shares, the Board of Directors must determine the issue price and the other conditions of issuance in the resolution to issue. Each holder of ordinary shares will have pre-emptive rights on the newly issued shares, in proportion to the aggregate number of their ordinary shares. The Board of Directors may resolve to restrict or exclude pre-emptive rights until 24 April 2029, as vested with the relevant power by the AoA; after that period, the general meeting may resolve to restrict or exclude pre-emptive rights or may designate the Board of Directors to do so. Within eight days following the adoption of a resolution providing for the issuance of shares, for the designation of the Board of Directors to issue shares, for the restriction or exclusion of pre-emptive rights or for the designation of the Board of Directors to restrict or exclude pre-emptive rights, the Board of Directors shall file the full text of the resolution with the office of the Dutch trade register.
4.2.5 Repurchase of shares
The annual general meeting held on 29 April 2025 approved a plan for the buy-back of own ordinary shares ending on 29 October 2026, thus for a maximum period of 18 months. This authorization, pursuant to section 2:98 of the Dutch Civil Code, entails the purchase of a maximum of 10,000,000 own shares for up to €180,000,000, for a minimum price per share not lower than the closing price of the ordinary shares on the day preceding each repurchase reduced by 10% and not higher than the closing price of the ordinary shares on the day preceding each repurchase increased by 10%, to be taken from unrestricted reserves. On 30 July 2025, the Company announced the launch of an initial tranche (up to 1% of total Brembo ordinary shares) of a share buy-back program, with the purpose of stabilizing stock trading and prices, supporting the liquidity of the Company’s stock on the market and making a medium-to-long-term investment, in accordance with the terms and conditions of the authorization by the AGM, and in compliance with all applicable laws and regulations, including Regulation (EU) No. 596/2014 and the Commission Delegated Regulation (EU) 2016/1052. At the end of the said initial tranche, established on 6 October 2025, the Company purchased a total of 757,490 ordinary shares through an appointed intermediary. At the date of approval of this Report, the Company owns a total of 15,809,350 own shares in its portfolio, representing 4.734% of total ordinary shares. For further details, please see: Stock information | Brembo Corporate website.
2025 Brembo Annual Report 143
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
4.3.1 Board of Directors
Brembo N.V. has adopted a one-tier board structure, without a board of statutory auditors. It has a Board of Directors composed of: executive directors having responsibility for the day- to-day management of the Company (“Executive Directors”); and non-executive directors not having such day-to-day responsibility (“Non-Executive Directors”, and, collectively with the Executive Directors, the “Directors”), but supervising the work of the Executive Directors, the general course of affairs of the Company and its subsidiaries.Moreover, certain specific resolutions set out in the regulations of the Board of Directors (“Board Rules”) require the approval of the Non-Executive Directors.
4.3.1.1 Composition of the Board of Directors for the three-year period 2023-2025
The annual general meeting held on 20 April 2023 appointed the Board of Directors for the three-year period 2023–2025. This composition was also confirmed as part of the Cross-Border Conversion effective, 24 April 2024, and will remain valid until the annual general meeting to be held in 2026. Upon the Cross-Border Conversion taking effect, the Board of Directors confirmed Matteo Tiraboschi as Executive Chairman and Daniele Schillaci as Chief Executive Officer.
The candidates for the three-year period 2023-2025 were nominated on the basis of the guidelines expressed by the outgoing Board of Directors regarding the qualitative and quantitative composition of the new Board of Directors (total number, number of independent directors, length of term, gender balance, professional skills) and the related remuneration, published on 2 March 2023 and described in the Directors’ report on the appointment of the Board of Directors, which was made available on the Company’s website on 10 March 2023. Details of the candidates for the Board renewal at the annual general meeting to be held in 2026 are available at the following link: Brembo Investors | Brembo Corporate website . The candidates comply with the Board Profile attached to the Board Rules and updated by the Board of Directors on 29 January 2026 ( Corporate Governance | Brembo Corporate website ).
4.3.1.2 Appointment and substitution of the Board of Directors
Pursuant to the provisions of the AoA and the Board Rules, the Board of Directors of the Company may consist of at least five and at most eleven Directors, comprising both Executive Directors and Non-Executive Directors. The Directors are appointed by the annual general meeting as Executive Director or Non-Executive Director. The Board of Directors nominates one or more candidates for each vacant seat, with due consideration of the AoA, ${^2}$
${^2}$ Please see paragraph 6 and Schedule 4 of the Board Rules.
4.3 Corporate Governance
the Policy on Non-Discrimination and Diversity and, for Non-Executive Directors, of the Board Profile (as described in the Board Rules – last updated 29 January 2026: Corporate Governance | Brembo Corporate website ). At a general meeting, votes in respect of the appointment of a director can only be cast for candidates named in the agenda of the meeting or explanatory notes thereto. The Board of Directors shall announce its nomination at the annual general meeting. The nomination shall include a statement of reasons, the candidate’s age, profession, the amount of the shares held by him/her and the positions s/he holds or has held, in as far as they are relevant for the performance of his/her duties as Director. ${^3}$
At the nomination, the Board of Directors shall determine whether a Director is appointed as Executive Director or Non-Executive Director. In light of the above, it is pointed out that:
Executive Directors are appointed for a maximum period of four years, ending at the end of the annual general meeting held in the fourth calendar year after the calendar year of their appointment ${^4}$. An Executive Director shall be eligible for immediate re-appointment at the end of his/her term of office.
Non-Executive Directors are appointed for a maximum period of four years, ending at the end of the annual general meeting held in the fourth calendar year after the calendar year of their appointment. ${^5}$ A Non- Executive Director can be reappointed once for an additional period of four years and, subsequently, again for a period of two years; such appointment can be extended by two years at most. For a reappointment after an eight-year period, reasons must be provided in the Non-Executive Directors’ report.
It should be noted that, to guarantee that the Company has in place a sound plan for the succession of Directors that is aimed at retaining the balance in the required expertise, experience and diversity, Non-Executive Directors shall leave their office periodically in accordance with a rotation schedule drawn up by the Non-Executive Directors themselves. The current rotation schedule is attached to the Board Rules (Schedule 2) and it will be updated following the appointment of the new Board of Directors, in accordance with the instructions shared with the Remuneration and Appointment Committee and duly approved by the Board of Directors on 18 March 2026 (link: Corporate Governance | Brembo Corporate website ).
In addition to the above, the membership of the Board of Directors could end before the term in accordance with the provisions set out in article 22 of the AoA and the Board Rules.
${^3}$ In case of reappointment of a Director, account shall be taken of the manner in which the candidate has performed his/her tasks as a Director.
${^4}$ Except for the first mandate considering that the Cross Border Conversion, effective 24 April 2024, has not resulted in changes to the composition of Brembo’s Board of Directors, the members of which will remain in office after the above-mentioned effective date and until the date of the annual general meeting to be held in 2026.
${^5}$ See note 4.
2025 Brembo Annual Report 144 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
2025 Brembo’s Board of Directors
| Office held | Name and surname | Nationality | Year of birth | Gender | Date of first appointment (*) | In office from | In office until | Indep. as per DCGC | Attendance rate at 2025 meetings (**) | Other offices held (***) | Attendance rate at Shareholders’ Meetings | Member of Audit, Risk and Sustainability Committee | Attendance rate at 2025 ARSC meetings | Member of Remuneration and Appointment Committee | Attendance rate at 2025 R&AC meetings |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Executive Chairman | Matteo Tiraboschi | Italian | 1967 | M | 24.04.2002 | 20.04.2023 | AGM to be held in 2026 | 83% | - | 100% | |||||
| Chief Executive Officer | Daniele Schillaci | Italian | 1964 | M | 28.06.2019 (co-option) | 20.04.2023 | AGM to be held in 2026 | 100% | - | 100% | |||||
| Executive Director | Cristina Bombassei | Italian | 1968 | F | 16.12.1997 (co-option) | 20.04.2023 | AGM to be held in 2026 | 100% | 1 | 100% | X | 100% | |||
| Executive Director | Roberto Vavassori | Italian | 1959 | M | 17.12.2021 | 20.04.2023 | AGM to be held in 2026 | 100% | - | 100% | |||||
| Non-Executive Director | Elisabetta Magistretti | Italian | 1947 | F | 23.04.2020 | 20.04.2023 | AGM to be held in 2026 | X | 100% | 3 (****) | 100% | X (Chair) | 100% | X | 100% |
| Non-Executive Director | Elizabeth M. Robinson | USA/Italian | 1956 | F | 23.04.2020 | 20.04.2023 | AGM to be held in 2026 | X | 100% | - | 100% | X | 100% | ||
| Non-Executive Director | Manuela Soffientini | Italian | 1959 | F | 03.03.2022 (co-option) | 20.04.2023 | AGM to be held in 2026 | X | 100% | 2 (****) | 100% | X | 100% | X | 100% |
| Non-Executive Director | Gianfelice Rocca | Italian | 1948 | M | 29.04.2011 | 20.04.2023 | AGM to be held in 2026 | X | 100% | 1 (*) | 100% | ||||
| Non-Executive Director | Umberto Nicodano | Italian | 1952 | M | 03.05.2000 | 20.04.2023 | AGM to be held in 2026 | 100% | - | 100% | |||||
| Non-Executive Director | Giancarlo Dallera | Italian | 1946 | M | 20.04.2023 | 20.04.2023 | AGM to be held in 2026 | X | 100% | - | 100% | X (Chair) | 100% | ||
| Non-Executive Director | Michela Schizzi | Italian | 1982 | F | 20.04.2023 | 20.04.2023 | AGM to be held in 2026 | X | 100% | 3 | 100% | X | 87% |
Number of meetings in person or via video conference held during the year of reference (2025) BoD: 6 $\text{(**)}$ SHM: 1 ARSC: 8 R&AC: 3
$\text{(*)}$ This column shows the date on which the Director was appointed by the general shareholders' meeting as a Director of Brembo for the first time; 'co-option' means the date of co-option by the Board of Directors.
$\text{(**)}$ This column shows the Directors’ attendance rate at the meetings held by the Board of Directors or Board committees in 2025 (No. of times attended/No. of meetings held during the Director's actual term of office).
$\text{(***)}$ This column shows the total number of offices as board member in different companies – the maximum number of positions may be: 1. pursuant to the policy set out by the Company: a maximum of four (4) positions/offices at listed companies; or a) companies listed on regulated markets, including foreign markets; b) financial, banking, insurance companies; c) companies of significant size (in the last financial year, they had total assets or turnover exceeding. €500,000,000.00); 2. pursuant to Dutch law, a maximum of five (5) supervisory or non-executive positions (including the non-executive position at the Company) at large Dutch companies.
$\text{(****)}$ Holds an additional office in a company belonging to the same group.
$\text{(*)}$ Holds eight other offices in companies belonging to the same group.
$\text{(***)}$ Furthermore, the Board of Directors adopted two written resolutions regarding the allocation and transfer of SVS A shares to eligible shareholders in accordance with the AoA and the SVS Terms. On a separate occasion, the Board approved in writing the launch of an initial tranche — representing up to 1% of total Brembo ordinary shares — as part of a share buy-back program. Additionally, the Non-Executive Directors adopted a written resolution concerning audit fees for 2025.
2025 Brembo Annual Report 145 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
Professional profile of the Directors currently in office
A short professional profile of each Director, with his/her personal and professional features, is included hereinafter, and is also available on the Company’s website ${^6}$.
Matteo Tiraboschi
Executive Chairman
Born in Bergamo in 1967, he has been Executive Chairman of Brembo N.V. since December 2021. From 2011 to 2021 he held the role of Executive Deputy Chairman and since 2002, the year he joined the company as Chairman of a subsidiary, he has been a member of the Board of Directors of Brembo S.p.A.
${^6}$ Professional profile of the Directors currently in office is available at the following link: Brembo Investors | Brembo Corporate website.He has served in roles of increasing responsibility at Brembo, including at an international level, such as Head of Foreign Subsidiaries, Group CFO and Investor Relator. After obtaining a degree in Economics and Business from the University of Bergamo, and after being admitted to the Bergamo Accountants Association and the Register of Statutory Auditors in 1995, he began his career at the Milan offices of a major auditing firm, where he remained for approximately four years. He then went into private practice for ten years as a Certified Public Accountant specialising in restructuring of companies undergoing a crisis situation, bankruptcy proceedings, taxation and corporate matters, while also serving as Director and Statutory Auditor in various companies. He has served as Director of two Italian SPACs and he has been a member of the Board of Directors of Milan Polytechnic from 2017 to 2025.
Daniele Schillaci
Chief Executive Officer
Chief Executive Officer of Brembo since 1 July 2019. Daniele Schillaci was born in Sicily, Italy, in 1964. After graduating in Industrial Technologies Engineering at the Milan Polytechnic in 1993, he has gained an experience of over 25 years in the automotive sector covering increasingly complex roles at an international level. After his initial experience at Renault and then as Alfa Romeo Brand Manager at Fiat Auto, Schillaci joined Toyota covering positions of increasing responsibility in Spain and France until he was appointed Senior Vice President, Sales & Marketing Toyota Europe. Since July 2015 he has worked in Japan in the role of Executive Vice President and Executive Committee Member of Nissan Motor Corporation, with responsibility as Head of Global Sales & Marketing and Electric Vehicles for all the Constructor’s brands — Nissan, Datsun, Infiniti — focusing specifically on car production and market positioning. He also served as President of Japan & Asia Region with responsibility for production, engineering, development, sales and marketing, as well as administration and finance and led Nissan’s “Zero Emission Vehicles” project.
Cristina Bombassei
Executive Director
Director at Brembo since 1997. From 2025, she has held the position of Chief Legacy Officer with the aim of preserving and promoting Brembo’s history and heritage of values, as well as fostering the Group’s positive social impact for the well- being of the local communities in which the company operates. In 2013, she founded Brembo’s Sustainability Department, which she led until 2024 with the goal of promoting the Group’s commitment to Corporate Social Responsibility. She has been President of AIDAF, the Italian Family Business Association, since 2023. She is a Director of Kilometro Rosso S.p.A. She is a member of the Executive Board of the Comitato Leonardo and of the UN Global Compact Network Italia. She is a member of the Board of Directors of OTB – Only The Brave. She is a member of the General Council of Confindustria Bergamo. She is an Honorary Member of the Fondazione Cesvi humanitarian organization. She is a member of the Executive Board of the Sodalitas Foundation. She received the honor of Commander of the Order of Merit of the Italian Republic in 2021. In 2025, she received an honorary master’s degree in management engineering from the Politecnico di Milano, becoming the first woman in the university’s history to be awarded an honorary degree in the field of engineering.
Roberto Vavassori
Executive Director
A manager in his 60s, he began working at Brembo in 1978 and became an executive in 1986. He is Italian and speaks English at a native level. His entire career has developed in the automotive sector at the Brembo Group, where he has held positions of increasing responsibility at a multinational level. He has always worked closely with the owners, the Board, and the CEO, and is recognized and respected as an expert in the automotive and financial sectors, regularly participating as a speaker at conferences, including international ones. He has expertise in geopolitical phenomena, particularly those related to decarbonization and energy transition. He is familiar with Italian and European regulations and interacts with legislative authorities. He is skilled in drafting and analyzing complex reports and financial plans and has actively participated in acquisitions. Chairman of BSCCB S.p.A., a joint venture between Brembo and SGL for the production of carbon ceramic disc brakes. He was Chairman of ANFIA from 2012 to 2015 and was re-elected for the 2023-2026 term. From 2016 to 2019, he was President of CLEPA and is currently a member of the Board. He is a member of the Board of Directors of the Mario Negri IRCCS Institute. He is a member of the General Council of Confindustria Nazionale and is a member of the Energy Technical Group and the European Strategic Autonomy, Mattei Plan, and Competitiveness Technical Group. He is a member of the Executive Board of the Lombardy Mobility Cluster. He is a board member to Kilometro Rosso and the International Piano Festival of Brescia and Bergamo.
6 www.brembogroup.com: Governance, Governing boards and committees. 2025 Brembo Annual Report 146
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
Manuela Soffientini
Lead Non-Executive Director
Chairman of Electrolux Italia S.p.A., the Electrolux Italian holding since 2021 and appointed Vice President Commercial Area South Europe (Italy, Iberia and France) in 2024 with the responsibility to implement the new organization blueprint set to support business development in a highly competitive market scenario. She joined Electrolux Group in 2012 as Chairman and Managing Director Cluster Italy of Electrolux Major and Small Appliances and International Sales, successfully turning around the business and earning the Global Electrolux Leadership Award for the strong and consistent results. Graduated in Economics in 1983 at Università Cattolica of Milan. She began her professional path in fastmoving goods Marketing at Henkel Italiana, where she held the position of Product Manager Perlana and Dixan. In 1990, she further strengthened her marketing expertise by becoming Marketing Manager and later Marketing and Sales Director in the joint venture among SME Group, Barilla and Ferrero, managing the Motta brand in the Italian snacks market. In this role she successfully repositioned historical Motta brands (Buondì, Girella) and actively supported the achievement of breakeven after long time losses. This experience shaped her future journey as leader in business transformation and turnarounds. In 1997, she joined Philips group to establishing a new organization to enhance the penetration of Philips lighting (market leader in B2B) in the Italian consumer lamps and batteries Market, by launching a new patented battery technology (Powerlife) and a new domestic energy-savings bulb (Ambience). Appointed General Manager of Philips Domestic Appliances Italy in 2001 strengthened Philips’ leadership in Personal Care managing Avent merge and launching Sonicare. Business profitability peaked in 2008, ranking Italy 2nd in Europe with high double-digit EBit. In 2008, she was appointed General Manager of the new sector Philips Consumer Lifestyle, which merged CE and DAP. She was responsible for integrating the two organizations, implementing the new European blueprint, refocusing business priorities in alignment with the new strategy and preparing TV business spin-off to TPvision. President of Confindustria Applia Italy from June 2016 to June 2021. She is an experienced Board member in various listed companies: Pirelli S.p.A. (2012-2016), Geox S.p.A. (2016- 2019), BancoBPM (2017-Present) and Brembo N.V. (2022-Present).
Elisabetta Magistretti
Non-Executive Director
She has been Non-executive Independent Director of Brembo N.V. since April 2020. She graduated with honours in Economics and Business Administration at the Bocconi University of Milan. She is registered in the Certified Public Accountants Register, as well as in the Auditors Register. From 1972 to 2001, she worked for Arthur Andersen, becoming a partner in 1984. In 2001, she became Central Manager Head of Administration Governance at UniCredit. From 2006 to 2009 she served as Head of Group Internal Audit Department within UniCredit. She has also been Management Board member of Italian National Accounting Body and BoD member of Interbank Deposit Protection Fund (until 2009), as well as member of the Supervisory Board of EFRAG. From 2011 to 2016 she served as Non-executive Independent Director of Pirelli & C. S.p.A. from 2012 to 2020 as Non-executive Independent Director of the Luxottica Group S.p.A. and from 2011 to 2023 as Non- executive Director of Mediobanca-Banca di Credito Finanziario S.p.A. Currently, she is Non-executive Director of Smeg S.p.A., of Yafa S.p.A. and of Stevanato Group S.p.A. She is member of the Board of Statutory Auditors of UniCredit Foundation ETS and of Fondazione Italiana Accenture ETS, not for profit entities.
Elizabeth Marie Robinson
Non-Executive Director
She is co-founder and vice-chairwoman of Indaco Venture Partners SGR. Previously she served as Investment Director Venture Capital at Quadrivio SGR from 2014 to mid-2018, when she left that role to found Indaco. She also served as Venture Consultant for Sofinnova Partners in Paris from 2005 to 2008. She has been an Angel investor for over 10 years. Elizabeth has broad experience in life sciences and the development and granting of licenses for innovative pharmaceutical products. She was a co-founder of NicOx S.A. (1997) and President of NicOx Research Institute from 2006 to November 2022. She is a member of the Board of Directors of Brembo N.V., a listed company.Previously, she served on the Board of Directors of several companies operating in the life sciences sector in Italy including MolMed S.p.A. She was a member of the Fulbright Committee in Italy from 2007 to 2020. She is a Board member of the Penta Foundation, a no profit organization aiming to develop treatments for pediatric infectious diseases. She is also committed to actively support the education of girls living in underdeveloped areas and the cultural development of Italy’s rural areas. In her career, Elizabeth has served as Director, Product Development, at Recordati Italy (1990-1996); Consultant, Technology Development, at Techint Engineering Company (1988- 1990); Vice President, New Technology Ventures Europe, at Genzyme (1985-1988); Visiting Scientist at MIT (1984-1987); and Post Doctorate Research Associate at MIT (1982- 1984). Elizabeth graduated Phi Beta Kappa from Wellesley College in 1977, received her M.S. in Chemical Engineering from Massachusetts Institute of Technology in 1979 and her Ph.D. in biotechnology from MIT in 1982.
Giancarlo Dallera
Non-Executive Director
Founder and executive chairman at Cromodora wheels S.p.A., a leader company in the design and production of alloy rims for the most prestigious car manufacturers, including Porsche, AUDI, BMW, Mercedes, JLR and Maserati. From 1985 to 2000 leader — first as CEO and later as group president — of the international business units of Hayes Lemmerz group, operating in the steel and alloy rims industry, with 13 establishments located in Europe, South America, South Africa and Asia, developing remarkable skills and experience in M&A and restructuring. In 1992 he was part of the executive team that led Hayes Wheels International Inc. to be listed on the NYSE. Currently, he is a member of the following boards: Banca Crelove (of which he is also a founding member), Guido Glisenti S.p.A., a company operating in the metallurgical industry. He was also board member at Brembo S.p.A. from 2003 to 2017. From 2009 to 2013 he was president of Associazione Industriali Brescia. From 2014 to 2023 he was also board member at Fondazione Poliambulanza Istituto Ospedaliero. In June 2018 he received the honour of “Cavaliere del Lavoro”.
2025 Brembo Annual Report 147
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Umberto Nicodano
Non-Executive Director
Professional Experience: After graduating from Milan university in 1974, he spent over five years with American IT multinational Sperry Univac as an in-house counsel. During his time with the company — first at the Italian subsidiary’s offices, then at the European headquarters in London, and finally at the head office in Philadelphia — he gained significant experience in international litigation and contract negotiations. Umberto left the company in 1982 after passing the bar exam and started practising law at Erede Bianchi Giliberti, which later became Erede e Associati, where he became a partner. Umberto was a founding partner of Bonelli Erede Pappalardo (now BonelliErede) in 1999 and chairman of the partners’ board from 2001 to 2007. He continued to be a board member until now. As a BonelliErede lawyer, he focuses his practice on corporate and M&A matters for listed and unlisted companies, particularly in all phases of extraordinary finance transactions. He has extensive experience in corporate governance matters and assists family businesses with the succession aspects of company management. He also frequently assists financial sponsors and industrial operators in the automotive, industrial components, fashion/luxury and banking sectors.
Corporate offices: Throughout Umberto’s long career, he has served as director and member of board committees in numerous listed and unlisted companies. The listed companies he has served for (excluding the earlier ones) include Poste Italiane S.p.A. (independent director and chairman of the control and risk committee), Cerved S.p.A. (non-executive director and member of the remuneration and appointments and related parties committees), and Valentino Fashion Group S.p.A. (chairman of the board of directors and their deputy chairman). He has also been - and continues to be - a member of the board of directors of many unlisted companies among others in the fashion, telecommunications, renewable energy, and insurance (also serving as chief compliance officer) sectors.
Gianfelice Rocca
Non-Executive Director
President of the Techint Group. In the 1990s, he founded the Istituto Clinico Humanitas. Since November 2014, he has been a member of the Board of Directors at the Luigi Bocconi University. From July 2017 to May 2025 he was a member of the Board of Directors of the Leonardo da Vinci National Museum of Science and Technology Foundation. Since June 2020, he has served as Special Advisor for Life Sciences at Confindustria. From June 2013 to June 2017, he was President of Assolombarda. From May 2004 to May 2012, he served as Vice President of Confindustria with responsibility for Education, and from June 2012 to June 2016, he was a member of the EIT Steering Committee. In July 2024 he was appointed President of Fondazione Giorgio Cini. At the international level, he is Vice President of the Aspen Institute and a member of its Executive Committee. He is also a member of the European Advisory Board of Harvard Business School and a member of the European Round Table of Industrialists (ERT). Engaged in social and charitable activities, he chairs the Rocca Foundation and the Fratelli Agostino and Enrico Rocca Foundation. In 2007, he was appointed Cavaliere del Lavoro (Knight of Labor), and in 2009, he was awarded an honorary degree in Industrial Engineering from the Politecnico di Milano. In 2010, he received the “Premio Leonardo 2009” (Leonardo Award 2009), and in 2018, he was named Commendatore (Commander of the Order of Merit of the Italian Republic). He graduated cum laude in Physics from the University of Milan and completed a PMD (Program for Management Development) at Harvard Business School in Boston.
Michela Schizzi
Non-Executive Director
Born in Viareggio (LU), on 30 August 1982, she graduated in Law from La Sapienza University of Rome in 2006. In 2009, she also obtained an LLM in European Law from King’s College London and was admitted to the Bar. In 2006, she joined the Rome office of the international law firm Cleary Gottlieb Steen & Hamilton LLP as an associate. In 2012, she joined Snam S.p.A., where she held positions of growing responsibility up to the role of Senior Vice President Regulated Business Legal Affairs. Within the Snam group, she also served as a member of the board of directors and audit committee of some of the Group’s foreign affiliates. In 2020, she moved to the holding company of the Allianz insurance group where she is in charge, within the legal department, of the group’s worldwide M&A transactions. From the end of 2022 until April 2025, she assumed the role of General Counsel in Cerved Group. As of July 2025, she is General Counsel at F.I.S. - Fabbrica Italiana Sintetici S.p.A., where she also serves as director since December 2025. As of June 2020, she is member of the Board of Directors of GVS S.p.A. Since April 2025 she is member of the Board of Directors and Remuneration Committee of Maire S.p.A.
2025 Board of Directors’ skills and competences matrix
In 2025, the Lead Non-Executive Director carried out a board performance evaluation and discussed the findings thereof with the Non-Executive Directors, including an analysis of each director’s self-assessment of their skills and competencies. The Board of Directors’ professional skills and competencies are as follows:
According to the feedback, the Non-Executive Directors determined that in 2025 Brembo’s Directors enhanced their expertise in both Experience in automotive/product and ESG. As was the case in 2024, Directors’ soft skills were reaffirmed, and the Board of Directors’ composition continued to meet the requirements provided for in Board Rules. The methodology, findings, and conclusions of the 2025 board performance evaluation performed by the Lead Non-Executive Director, as shared with the Non-Executive Directors in compliance with the DCGC (2.2.6-2.2.8), are detailed in the Report of the Non-Executive Directors (see paragraph 4.3.11).
2025 Brembo Annual Report 148
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
4.3.1.3 The role of the Board of Directors: Brembo’s culture drives the Company sustainable long-term value creation
Brembo has always based its culture on an integrated approach to environmental, social and economic responsibility, incorporating these principles in all its activities. This commitment is based on the guiding values set out in its Code of Ethics and grouped into five principles: ethics, quality, proactivity, belonging and enhancement. These translate into a desire to achieve long-term sustainable success, focused not only on achieving business results, but also on protecting the planet and people’s wellbeing. The fundamentals of the Board of Directors’ culture guide the Company’s sustainable development, growing, developing and transforming overtime through daily, concrete decisions and actions aimed at reconciling economic choices with social and environmental assessments and impacts, always taking into account the suggestions and expectations of all the Group’s stakeholders. Over the years, Brembo has made sustainability its distinctive feature, increasingly integrating it within the Group, to the extent that it has become inextricably linked to the development of its business, its growth in size and the development of its people. Brembo’s approach is “Think Responsibly, Act Concretely”.In this process, Brembo refers to the highest global standards. The Company has signed up to the UN 2030 Agenda, adopting its principles and objectives as a guide for its sustainability strategies and actions. In defining Brembo’s strategy, the Board of Directors places the highest priority on enhancing intangible assets, including: ethics, transparency, compliance with national and international regulations, valuing people, and a propensity for innovation. Sustainability has grown alongside the Company, as evidenced by its latest achievements. In 2025, Brembo was recognized by CDP — a leading global non-profit organization for environmental reporting — for its ongoing commitment to sustainability: the Company obtained a double ‘A’, the highest score in the Climate Change and Water Security categories, improving on its score from the previous year. Brembo is the only Italian company to have obtained a double ‘A’. Furthermore, in 2024 Brembo obtained the UNI/PdR 125:2022 gender equality certification in Italy, issued by DNV — a leading body in accredited management system certification. This recognition is the result of a continuous and structured commitment to promoting diversity, equity and inclusion, confirming the Group’s focus on valuing people and developing a fair and inclusive work environment. From a specialist field, sustainability has thus become an integral part of Brembo’s DNA, impacting every function, process and decision: clear objectives are defined, results are measured and — above all — an approach to continuous improvement is fostered, which has now become a distinctive feature of the Company’s way of doing business. This is expressed in the Group Sustainability Plan (see Sustainability Statement), which describes the objectives, initiatives, and projects that the Company will implement to create long-term sustainable value for its shareholders, taking into account the interests of other stakeholders. The willingness of the Board of Directors to operate in an increasingly responsible manner and to fully integrate sustainability into its business practices has led Brembo to implement a governance system dedicated to monitoring and managing these issues at a global level, as described in this Governance Report.
2025 Board of Directors’ activities
2025-2029 Strategic plan
On 25 June and 29 July 2025, the Board of Directors examined the Brembo Group's 2025-2029 business plan — in line with the 2030 target — which sets out the Company's strategic goals and the actions to be taken to achieve those goals in keeping with the pre-defined risk profile, to promote the Company's sustainable success.
Operations and delegated powers and significant transactions
During its meetings of 18 March, 8 May, 29 July and 6 November 2025, the Board of Directors examined, assessed and monitored:
* the performance and foreseeable evolution through information received from the Executive Directors, when presenting and approving the interim results;
* the adequacy of the organizational structure of the Group and its administrative and accounting system;
* the transactions with a significant strategic, operating, capital and/or financial impact carried out by the Company and/ or its subsidiaries, assessing the relating risks and constantly monitoring their progress;
* the significant transactions, which were deemed consistent with the resolutions passed by the Board of Directors;
* the development and contents of the dialogue and discussions with the current and/or potential shareholders and/or Investors of the Company, in accordance with Brembo Shareholder Engagement Policy;
* the state of progress of the activities performed in the exercise of the delegated powers and of significant transactions and transactions in potential conflict of interest.
Group’s growth strategies and related risks
In concert with the Chief Business Development Officer and in some cases the various Chief Operating Officers, the Board of Directors periodically discussed and reviewed the Group’s organic and non-organic growth strategies, including mergers and acquisitions, and analyzed the related risks (meetings of 25 June and 6 November 2025).
Market performance and outlook, and strategically significant projects
During the meetings on 18 March, 8 May, 25 June and 6 November 2025, the Board of Directors examined, assessed and monitored the performance of, and outlook for, the automotive market, also considering the global geopolitical and economic situation, and received an update regarding the main significant projects and product evolution (business transformation).
Double materiality analysis and Non-financial reporting
With reference to sustainability, the Board examined, assessed and approved:
* at the meeting held on 29 January 2026, the proposed double materiality, also considering the outcome of the survey conducted with internal and external stakeholders and the timetable of the process of collecting information and preparing the 2025 Sustainability Statement (including the assurance activities plan by the firm commissioned);
* at the meeting held on 18 March 2026, the Sustainability Statement included in the Annual Report in accordance with Directive (EU) 2022/2464 related to the corporate sustainability reporting.
Non-financial reporting rules under Dutch law and European Regulations and Standards have been constantly monitored through the reports by the Audit, Risk and Sustainability Committee.
Remuneration policies
7
In the area of remuneration policies, the Non-Executive Directors reviewed and approved, with the prior favorable opinion of the Remuneration and Appointment Committee and with attendance at the meetings of the Chief People & Organization Officer:
* on 30 January 2025: the structures of the 2025 STI and the new 2025-2027 LTIP.
* On 18 March 2025: the closing results of the short-term annual incentive plan (2024 STI), and their consistency with the short-term policies previously adopted; the closing results of the incentive plan for Executive Directors and top managers (2022-2024 LTIP), and their consistency with the long-term policies previously adopted; the 2025-2027remuneration policy and the 2024 remuneration report; the regulation governing the new 2025-2027 LTIP.
* On 18 March 2026: the closing results of the short-term annual incentive plan (2025 STI), and their consistency with the short-term policies previously adopted; the proposal for amendments to the 2025-2027 remuneration policy and the 2025 remuneration report.
7 www.brembogroup.com: Governance, Documents, Remuneration Policies.
2025 Brembo Annual Report 149
Index
| | |
| :--- | :--- |
| Letter from the Executive Chairman | |
| Vision and Mission | |
| Corporate Highlights | |
| Directors’ Report | |
| Sustainability Statement | |
| Corporate Governance | |
| Financial Statements | |
Diversity targets
At its meetings on 18 March and 29 July 2025 and 18 March 2026, the Board of Directors examined the progress of the gender-related targets and the projects and initiatives launched within the Group to promote gender diversity in management and improve the set targets.
Human Rights Policy
On 29 July 2025, the Board of Directors approved Brembo’s Human Rights Policy, which supersedes the previous Code of Basic Working Conditions. The Human Rights Policy defines the guidelines and principles established by the organization to protect and promote fundamental principles on basic working conditions and human rights within the organization and among third parties. It reflects and reinforces the Company’s commitment to upholding the highest ethical standards and embedding respect for human rights across all operations, as well as sharing these principles within its supply chain and third parties.
Brembo Corporate Governance Code for AI Application and Development
On 6 November 2025, following the entry into force of the Regulation (EU) 2024/1689 aimed at governing the development, implementation and use of Artificial Intelligence (“AI Act”), the Board of Directors resolved on Brembo’s AI governance system, and approved the new Brembo Corporate Governance Code for AI Application and Development. The Code is aimed at identifying the principles and guidelines that all Brembo activities must comply with in the direct or indirect use of AI systems, whether third-party or proprietary, in line with the Code of Ethics and other Brembo policies.
Internal control and risk management system: design and adequacy
Regarding the Internal Control and Risk Management System, the Board is in charge of defining the ICRS guidelines, including for the purposes of its design, as well as of constantly monitoring and carrying out, at least once a year, a systematic assessment of the adequacy of their design and operating effectiveness with regard to the Company’s strategy, characteristics and risk profile assumed, paying particular attention to any shortcomings observed, cases of irregularities, whistleblower reports, and previous critical cases. To this end, on 8 May 2025 the Board of Directors approved:
* the Risk Appetite Framework;
* the updated Guidelines for the Brembo Internal Control and Risk Management System.
Furthermore, in 2025 the Board of Directors constantly monitored the main aspects associated with the System in the context of the various improvement and development plans of the different processes. Monitoring activities included the periodic reports received during the meetings of 18 March, 29 July 2025 and 18 March 2026 from the Director in charge of the Internal Control and Risk Management System and from the Audit, Risk and Sustainability Committee, the Supervisory Committee and the Chief Internal Audit Officer, which confirmed the adequacy of Brembo's Internal Control and Risk Management System and the soundness of the action plans identified by management to pursue risk prevention.
Internal audit
During the meeting of 18 March 2025, the Chief Internal Audit Officer submitted the 2025 audit plan to the Board of Directors.In the meeting of 29 January 2026, as part of the Group’s budget planning, the Internal Audit function’s budget was also examined.
Workplace safety indicators On 25 June 2025, the Board of Directors analyzed the safety performance and the related Group indicators, further exploring the programs launched at the global level to constantly increase Group safety levels.
Appointment of external auditors On 18 March 2025, Non-Executive Directors, based on the recommendation of the Audit, Risk and Sustainability Committee, submitted to the annual general meeting the appointment proposal of EY Accountants B.V. as external auditors tasked with auditing the annual accounts and providing assurance on sustainability statements for the financial years 2026 up to and including 2030. On 29 April 2025, AGM appointed EY Accountants B.V. as external auditor.
2026 Budget During the meeting of 29 January 2026, the Board of Directors analyzed the 2026 budget, finding the targets set in it to be compatible with the risk types and profile identified, and adequate with a view to the medium-/long-term sustainability of Brembo’s business.
Corporate transactions Based on the resolutions approved by the Board of Directors in 2025, the main corporate transactions carried out are described below:
* on 2 January 2025, the acquisition of a 100% stake in Öhlins Racing, the leading manufacturer of premium, high- performance technology for motorcycles and cars in the Original Equipment, Motorsport, and Aftermarket segments, signed in 2024, became effective;
* on 6 October 2025, Brembo and SIAD announced their investments in Hydrospark, a start-up supported and launched by Petroceramics S.p.A., and specializing in the development of advanced technology for hydrogen energy production and storage.
Board performance evaluation/ assessment In the meeting of 29 July 2025, the Board of Directors — in accordance with best practice provisions 2.2.6, 2.2.7, 2.2.8 of the DCGC — examined the activity plan for the 2025 Board Performance Evaluation (third year of term) arranged by the Lead Non-Executive Director and previously shared with Non-Executive Directors. As this was an end-of-term Board Performance Evaluation, the questions were focused on two main topics: analysis of the composition and functioning of the Board of Directors and its Committees and the progress of the improvement actions defined according to the findings highlighted in the 2024 Board Performance Evaluation; proposals for the Board of Directors regarding the profiles, competencies and skills of candidates for the Board of Directors for the 2026-2028 term. Findings and conclusions of the 2025 Board Performance Evaluation was shared and discussed by the Lead Non- Executive Directors with Non-Executive Directors in a meeting on 17 December 2025 and then examined by the Board of Directors at its meeting on 29 January 2026. For the methodology, findings and conclusions of the assessment carried out by the Lead Non-Executive Director and shared with Non-Executive Directors in 2025, pursuant to the DCGC (2.2.6, 2.2.7 and 2.2.8), reference is made to the Report of the Non-Executive Directors (see paragraph 4.3.11).
4.3.1.4 Responsibility of the Board of Directors
The Board of Directors designates one of the independent Non-Executive Directors as Lead Non-Executive Director. The Lead Non-Executive Director is not a former Executive Director and is independent within the meaning of the DCGC.
In addition, the Board of Directors:
* designates one of the Executive Directors as Executive Chairman;
* designates one of the Executive Directors as CEO; and
* appoints a secretary to the Board (who need not necessarily be a Director) (“Secretary”).
Furthermore, the Board of Directors — pursuant to the provisions of the AoA and the Board Rules — may designate one of the Directors or someone outside of the Board of Directors as a Chairman Emeritus, chosen from among individuals who have contributed to the Company’s prestige and development notably and for a significant period.
In light of the above, on 24 April 2024, when the Cross- Border Conversion became effective, the Board of Directors confirmed:
* Matteo Tiraboschi as Executive Chairman (see bullet B. below);
* Daniele Schillaci as CEO;
* Manuela Soffientini as Lead Non-Executive Director (see bullet D. below);
* Alberto Bombassei as Chairman Emeritus (see bullet F. below).
The Board of Directors remains collectively responsible for decisions, even if they are prepared and/or taken by individual Directors. An individual Director may only exercise such powers as are explicitly attributed to and may never exercise powers beyond those exercisable by the Board of Directors as a whole. The division of tasks within the Board of Directors is determined (and amended, if necessary) by the Board of Directors, subject to the consent of most of the Non-Executive Directors.
2025 Brembo Annual Report 150
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
The responsibilities of the Board of Directors are fully pointed out in the Board Rules.
A. Executive Directors
The Executive Directors are responsible for the day-to-day management of the Company, including: executing the decisions of the Board of Directors, informing the Board of Directors concerning the appointment of the members of the Company’s C-Suite, managing the members of the Company’s management team as they discharge their individual responsibilities, establishing the remuneration of the members of the Company’s management team, discussing the draft audit plan with the external auditor before its submission to the Audit, Risk and Sustainability Committee, etc.
Based on the power recognized by the Board of Directors, the following are qualified as Executive Directors: Matteo Tiraboschi (Executive Chairman), Daniele Schillaci (CEO), Cristina Bombassei (Director in charge of the Internal Control and Risk Management System and Chief Legacy Officer) and Roberto Vavassori (Chief Public Affairs & Institutional Relations Officer). The management and the functioning of the Board through the work (individually or as a whole) of the Executive Directors were assessed during the board performance evaluation/assessment carried out by the Lead Non-Executive Director and the conclusions were very positive. Details are illustrated in the Report of the Non-Executive Directors (see paragraph 4.3.11).
B. Executive Chairman
Matteo Tiraboschi is the Executive Chairman of the Company. The Executive Chairman is, together with the CEO, responsible for the operational management of the Company. He also assists the Lead Non-Executive Director with running the meetings of the Board of Directors and ensures that the general meeting proceeds in an orderly and efficient manner, and that effective communication with shareholders is ensured. In addition, the Executive Chairman guarantees that:
* the Directors follow the Brembo induction program;
* the Board of Directors performs activities in respect of the Brembo culture; and
* the Directors receive all information necessary for the proper performance of their duties in a timely manner.
C. Non-Executive Directors
The following members of the Board of Directors are qualified as Non-Executive Directors: Manuela Soffientini, Elisabetta Magistretti, Elizabeth Marie Robinson, Michela Schizzi, Giancarlo Dallera, Umberto Nicodano and Gianfelice Rocca. The Non-Executive Directors are charged with supervising Executive Directors, the general course of business of the Company and its subsidiaries. The Executive Directors shall timely provide the Non-Executive Directors with all the information necessary for the proper performance of their duties. Moreover, the Non-Executive Directors have the duties assigned to them by the Board of Directors or pursuant to the AoA.
All Non-Executive Directors have unrestricted access to all committee meetings and records. In addition, the Non-Executive Directors shall prepare a profile of the size and composition of the Non-Executive Directors, taking into account the nature and the activities of the Company and its subsidiaries. This Board Profile shall include the following information:
* the desired expertise and background of the Non- Executive Directors;
* the desired diverse composition of the Non-Executive Directors as expressed in the Company’s D&I Policy;
* the number of Non-Executive Directors; and
* the independence of the Non-Executive Directors.
The Board Profile provides guiding principles for the appointment of Non-Executive Directors, sets out the scope and composition of the Non-Executive Directors considering the nature of the Company’s business and its activities in general. In view of the profiles of the candidates for renewal of the Board of Directors at the 2026 annual general meeting, based on the Non-Executive Directors’ conclusions regarding the future composition of the Board of Directors in the 2025 Board Performance Evaluation/Assessment and the Remuneration and Appointment Committee’s advices, on 29 January 2026 the Board Profile was updated by the Board of Directors as follows:
* setting the maximum age limit for candidates at 80, without establishing a minimum age limit to maintain profiles with distinctive skills on the Board;
* defining limitations on the number of appointments to ensure regulatory compliance and quality within the Board of Directors, according to Dutch Law, as well as international best practices.
The updated Board Profile is available for consultation at Schedule 3 of Board Rules ( Corporate Governance | Brembo Corporate website ).
D.# Lead Non-Executive Director
Following the appointment of the Board of Directors upon the shareholders’ meeting of 20 April 2023, the independent Non-Executive Director Manuela Soffientini was appointed Lead Non-Executive Director, and she continued to serve as such following the Cross-Border Conversion. As Lead Non-Executive Director, Manuela Soffientini chairs the meetings of the Board of Directors. In addition, the Lead Non-Executive Director, together with the Executive Chairman, ensures that the Board as a whole and its committees have a balanced composition and function properly. For further information on the role and tasks of the Lead Non-Executive Director, please refer to section 4.2 of the Board Rules. In 2025, the Lead Non-Executive Director led the board’s performance evaluation/assessment in accordance with the best practice provisions 2.2.6, 2.2.7, 2.2.8 provided for by the DCGC. The findings and conclusions were shared initially with the Non-Executive Directors and subsequently with the entire Board of Directors on 29 January 2026.
E. Independence
Each Non-Executive Director owes a duty to the Company to properly discharge the duties assigned to each Director and to act in the best interests of the Company. Pursuant to Dutch law, the Company’s corporate interest extends to the interests of all its stakeholders, including its shareholders, creditors, employees, etc. ${8}$ Pursuant to best practice provisions 2.1.7 and 2.1.8 of the DCGC, at most one Non-Executive Director (or his/her relative) does not have to meet the independence criteria as set out in the DCGC. In addition, for each shareholder, or group of affiliated shareholders, who directly or indirectly hold more than ten percent (10%) of the shares in the Company, there is at most one Non-Executive Director who may be affiliated with or representing such a shareholder. In total, most of the Non-Executive Directors should be independent. The work of the Non-Executive Directors is assessed during the board performance evaluation/assessment carried out by the Lead Non-Executive Director and the conclusions were positive. For the results of the performance evaluation/assessment pursuant to the DCGC (best practice provisions 2.2.6, 2.2.7, 2.2), reference is made to the Report of the Non-Executive Directors (see paragraph 4.3.11).
F. Chairman Emeritus
Subject to the prior approval of the general meeting, the Board of Directors may appoint, from within or externally to the members of the Board of Directors, a Chairman Emeritus, chosen from among individuals who have contributed to the Company’s prestige and development notably and for a significant period of time. Concurrently with the appointment of the Chairman Emeritus, the Board of Directors shall, also subject to the prior approval of the general meeting, set his or her term of office, which may also be indefinite. In implementation of the corporate governance structure approved by the general shareholders’ meeting of 17 December 2021, Alberto Bombassei, who had already served as Chairman and member of the Board of Directors of the Company, was appointed Chairman Emeritus of the Company, for an indefinite term. This appointment continues to be valid also after the effectiveness of the Cross-Border Conversion. Pursuant to the AoA, the tasks and responsibilities of the Chairman Emeritus are established by the Board of Directors and duly described in the Board Rules. ${10}$
Alberto Bombassei
Chairman Emeritus
Founder and Chairman Emeritus of Brembo, where he served as Chairman of the Board of Directors from 1993 to 2021. Founder and Chairman of the Kilometro Rosso Science and Technology Park. Chairman of FROM – Bergamo Hospital Research Foundation. Member of the Board of Directors of ISPI – Institute for International Political Studies, since 2016. Vice President and Member of the Executive Committee of Aspen Institute Italia, since 2018. He was Member of the Executive Board of Confindustria (2020-2024); President of the Italy-China Foundation (2018-2020); Member of the Chamber of Deputies and the X Commission for Productive Activities (2013-2018); Vice President for Industrial Relations of Confindustria (2004-2012); President of Federmeccanica (2001-2004). Over the years, he has received several awards and honours, including: Masi “Civiltà Veneta” award (2025); “Roma allo Sviluppo del Paese” Award (2023); “Parete” Award (2021); Barsanti e Matteucci Award (2021); Gianni Mazzocchi Award (2021); Casco d’Oro (2019); Capo d’Orlando Award for the Science and Industry section (2019); Leonardo Award (2017) conferred by President Mattarella; Automotive Hall of Fame Award (2017); investiture as Commander of the Royal Order of Isabella the Catholic (2014) by the Spanish Ambassador to Italy; Ernst & Young ‘Entrepreneur of the Year’ Award (2012); ‘Tiepolo 2012’ Award; Cavaliere del Lavoro (2004) conferred by President Ciampi; Leonardo ‘Qualità Italia’ Award (2003).
4.3.1.5 Board Rules
Pursuant to the AoA and based on the provisions of the DCGC, the Board shall draw up regulations governing its decision-making procedures. These Board Rules were approved by the Board of Directors on 24 April 2024 ${11}$ and updated in the “Schedule 3 - Board Profile” on 29 January 2026 (for details, please see para. 4.3.1.4, letter C). The Board Rules also govern, among others, rules for periodic assessment of the Board’s composition and functioning, the duties and responsibilities of Executive and Non- Executive Directors, the Board meetings and conflicts of interest of Directors. These regulations are in addition to provisions concerning the Board and each Director contained in applicable laws and regulations, as well as in the AoA.
Board of Directors’ meetings
The Board of Directors shall meet as often as deemed necessary for the proper functioning of the Board of Directors. Meetings shall be scheduled annually as much as possible in advance through the calendar of corporate events. Each year an average of five to seven Board of Directors meetings, including one meeting devoted to the strategic plan of the Group and the related risks, are to be held, and attended by senior management of the Group in order for them to present the plans of their respective businesses. The agenda of each meeting is signed by the Executive Chairman and sent by the Secretary to all the Directors. The agenda is shared by the Secretary, on behalf of the Executive Chairman, with the Lead Non-Executive Director prior to convening the meeting. Board of Directors meetings shall generally be held at the office of the Company in Italy but may also take place elsewhere or by means of a conference call, videoconference, or other electronic means, subject to the requirements as set out in article 26.10 of the AoA. The Board of Directors may require that certain officers and external advisers attend its meetings. No Director will participate in a meeting of the Board of Directors (including a meeting by conference call, video conference or by any other means of communication) whilst being in the Netherlands. The minutes of the meetings of the Board of Directors shall be kept by the Secretary. After the meeting, the Secretary sends the related draft minutes to all attendees for comments and observations, which will be collected by the Secretary. The final text of the minutes shall be adopted by the Board of Directors at a subsequent meeting and, as evidence thereof, it will be signed by the Executive Chairman. If the Board of Directors has adopted resolutions without holding a meeting, the Secretary shall keep a record of each resolution adopted without holding a meeting (i.e., written resolutions).
4.3.1.6 Policy on Non-Discrimination and Diversity and Diversity targets for Board and Senior Management
The Company believes that diversity in the composition of the Board of Directors is an important means of promoting debate, balanced decision-making and independent board actions. Among others, factors such as demographics and physical and mental differences can play an important role. The presence of people with different backgrounds and experiences can create valuable insights and improve the way of working. The Company recognizes the benefits of having a diverse Board of Directors and sees diversity at Board of Directors level as an important element in maintaining a competitive advantage. In accordance with the relevant Dutch provisions ${12}$, the Company has to set appropriate and ambitious gender ${13}$ diversity target figures for Executive Directors, Non- Executive Directors and management and draw up a plan to achieve these targets. ${14}$ When identifying candidates for appointment as members of the Board of Directors, the Board of Directors, with the support of the Remuneration and Appointment Committee, takes account of all diversity elements, including the gender balance, as is considered best practice under the DCGC and the Dutch Civil Code. In the corporate governance statement of the annual report, the Board of Directors will report annually on the process used in relation to appointments to the Board of Directors, if any appointment has been made.
${8}$ Please see para. 5.1 and Schedule 4 of the Board Rules.
${9}$ For the duties assigned to Non-Executive Directors, please see the provisions contained in the Board Rules and in the AoA.
${10}$ Please see Article 21 of the AoA and paragraph 4.4 of the Board Rules.
${11}$ The regulations of the Board of Directors are available at Brembo Board Rules.
${12}$
${13}$
${14}$
2025 Brembo Annual Report 151 Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
2025 Brembo Annual Report 152 Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial StatementsIn this regard – following the considerations made by the Remuneration and Appointment Committee and the Audit, Risk and Sustainability Committee, and in compliance with the DCGC best practices — on 30 July 2024 the Board of Directors adopted a new edition of the Policy on Non-Discrimination and Diversity, which includes a description, among other things, of the Brembo’s diversity board targets for a) Executive Directors, b) Non- Executive Directors and c) Management, and of the plan to achieve these targets. Taking into consideration that the current term of office — also following the Cross-Border Conversion — will expire upon the 2026 annual general meeting, the targets described below will be applicable starting from 2026. The targets approved on 30 July 2024 by the Board of Directors — deemed consistent with the Company’s long- term value strategy — are the following:
- representation of each gender in the cluster of Executive Directors: at least 25% upon renewal of the Board of Directors in 2026;
- representation of each gender ${}^{16}$ in the cluster of Non- Executive Directors: at least 40% upon the renewal of the Board of Directors in 2026; ${}^{15}$ ${}^{12}$
- representation of each gender ${}^{16}$ in the cluster Management: more than 20% by the end of 2028. ${}^{16}$
${}^{12}$ The Dutch Act on gender diversity (Wet inzake evenwichtige man-vrouwverhouding in de top van het bedrijfsleven), entered into force on 1 January 2022.
${}^{13}$ The Dutch rules refer to women and men.
${}^{14}$ In this context, “appropriate” means that the targets depend on the number of executive directors and non-executive directors within the Board of Directors and management, and on the existing ratio between men and women. The targets for the Board of Directors can differ from the targets for management. In this context, “ambitious” means that the targets should aim to make the male-female ratio more balanced than the existing composition.
${}^{15}$ For the renewal of the Board of Directors scheduled for 2026, the current Board of Directors has established it has an appropriate gender diversity target based on an 11-member Board of Directors with at least five members of the less represented gender, including at least one Executive Director and at least three Non-Executive Directors.
${}^{16}$ The DEI Board targets only refer to the gender; however, the Board Rules describe the Board profile in terms of the desired composition of the Board of Directors. Accordingly, Directors should be appointed considering the DEI targets and the specific features provided for in the Board Rules (i.e., expertise, experience, competencies, other personal qualities, gender, age, nationality, cultural background, etc.).
To guarantee the proper application of the provisions contained in the Policy on Non-Discrimination and Diversity, on 30 July 2024 the Board of Directors resolved to:
- appoint a Diversity & Inclusion Manager, who works in coordination with the different GCFs, GBUs and regions according to their respective responsibilities; and
- establish a DEI Committee (chaired by the Chief People & Organization Officer and meeting at least semi-annually) in which the DEI-related plans and performances are discussed, and results presented and discussed by the Board committees within the scope of their duties and then presented, discussed and approved by the Board of Directors. ${}^{17}$
${}^{17}$ Moreover, the Board of Directors of the Company resolved that, starting from 1 January 2026 onwards, the DEI Committee shall also include the Chief Legacy Officer, C. Bombassei.
Activities for the improvement of DEI targets
Starting from 2024, Brembo has been carrying out the following activities for the improvement of its DEI targets:
- implementing projects and initiatives that foster diversity and inclusion on gender, generation, and cultural background for the Group and/or local communities;
- providing training courses and events that reduce unconscious bias, challenge stereotypes and create an inclusive organizational environment.
Moreover, in 2024 Brembo received the Certification for Gender Equality based on the Italian reference practice UNI/PdR 125:2022. Issued by DNV — a leading body in the certification of accredited management systems —, the certification bears witness to our company’s constant commitment to promoting Diversity, Equity and Inclusion (DEI) within the workplace. This is an important result, which however does not represent only a goal but a stage along a path, aimed at systematizing the numerous DEI initiatives, continuing to promote activities that value diversity and inclusion, and growing our people’s awareness of these issues.
As of 31 December 2025, the status of gender indicators is the following:
- 25% women and 75% men for Executive Directors;
- 57% women and 43% men for Non-Executive Directors; and
- 18.7% women and 81.3% men for Management. ${}^{16}$
${}^{16}$ Such targets will be considered in the context of the renewal of the Board of Directors and in the hiring/HR resources management process.
${}^{17}$ For any other information regarding the Policy on Non-Discrimination and Diversity, please see the following link: Policy on Non-Discrimination and Diversity
2025 Brembo Annual Report 153 Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
With regard to gender indicators relating to the Board of Directors, these have been reconfirmed in the Board Profile and therefore are necessary requirements for candidates standing for re-election to the Board at the next shareholders’ meeting. Regarding the management gender indicator, the current projects and initiatives launched to improve it have been shared with the Remuneration and Appointment Committee during their 2025 meetings. These meetings have highlighted the main areas of intervention and the practical actions taken by the Company to promote gender diversity in management and achieve the targets set. These are:
Inclusive selection processes
* neutral job descriptions;
* raising awareness among recruiters and hiring managers to evaluate female candidates without gender bias.
Training and skills development
* DEI course (Skills e-learning) to raise awareness of inclusion and bias;
* expansion of the Brembo to you program with a focus on digital and financial literacy;
* mentoring and coaching dedicated to female colleagues to support their career progression;
* strengthening training courses to mitigate unconscious bias and cultivate a culture of feedback and evaluation.
Pay equity and transparency
* management of the impact of the EU Pay Transparency Directive on the countries concerned;
* guidelines for salary reviews also aimed at promoting commitment to gender equality;
* periodic monitoring of the gender pay gap.
Communication and role models
* initiatives extended to the global Brembo community aimed at presenting virtuous female testimonials and sharing learning experiences, promoting networking (e.g. B Women – ERG).
Periodic monitoring of country action plans to promote the attraction, retention and development of female talent.
4.3.1.7 Board evaluation and assessment
For the methodology, findings and conclusions of the board performance evaluation/assessment carried out in 2025 pursuant to the DCGC (best practice provisions 2.2.6, 2.2.7and 2.2.8) by the Lead Non-Executive Director and shared with the Non-Executive Directors in accordance with the DCGC, please refer to the Report of the Non- Executive Directors (see paragraph 4.3.11).
4.3.1.8 Board induction
In accordance with best practice provision 2.4.5 of the DCGC, also taking into account the results of the annual assessment (2024) provided for by best practice provision 2.2.8 of the DCGC, Brembo ensures that it carries out continuous training activities, structured in several sessions and dedicated to Directors, in particular the newly-appointed ones. These activities are aimed at providing an adequate understanding of the Company and the business industry in which the Group operates, its products, company dynamics and their evolution, including with a view to sustainable long-term value creation, as well as its organizational structure, the principles of proper risk management, applicable laws and regulations and major trends that may have an impact on the current performance and the Group’s short, medium and long-term growth strategy. Continuous training programs and personalized follow-ups are offered based on the interests or responsibilities that individual Directors may assume within Board committees or with the aim to focus on specific issues driving the need for in-depth analysis expressed at meetings of the Non-Executive Directors and in the findings of the Board performance evaluation/assessment. Among these initiatives, worthy of note is the annual Board of Directors’ meeting for the examination of the business plan and the related risks. In any event, the basic induction program, dedicated to new Non-Executive Directors, encompasses general financial, social and legal affairs, financial and sustainability reporting by the Company, any specific aspects that are unique to the Company and its business activities, the Company culture and the responsibilities of a Non-Executive Director. Visits to production sites are also organized periodically.
The 2025 induction program focused mainly on the following topics:
| Induction session | Recipients | Date | Activities description |
|---|---|---|---|
| Remuneration and Appointment Committee | Members of the Remuneration and Appointment Committee | July | Principles of Directive (EU) 2023/970 on Pay Transparency. |
| Audit, Risk and Sustainability Committee | Members of the Audit, Risk and Sustainability Committee and Supervisory Committee | February, October December | The cybersecurity system and the fulfilments connected to Directive (EU) 2022/2555 “NIS2”. Artificial Intelligence Act (AI Act) (Regulation (EU) 2024/1689). 2025 Amendments to the Dutch Corporate Governance Code – VOR. |
2025 Brembo Annual Report 154
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
4.3.1.9 Indemnification
Under Dutch law, indemnification provisions may be included in the company’s AoA. Under the AoA, to the extent permissible by the rules and regulations applicable to the Company, the Company is required to reimburse current and former directors for (i) the reasonable costs of conducting a defence against claims for damages or of conducting defence in other legal proceedings, (ii) any damages payable by them and (iii) the reasonable costs of appearing in other legal proceedings in which they are involved as current or former directors, except proceedings primarily aimed at pursuing a claim on their own behalf, based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company’s request, if and only if and to the extent the relevant costs and damages are not reimbursed on account of said other duties. There shall, however, be no entitlement to reimbursement and any person concerned will have to repay the reimbursed amount if and to the extent that: (i) a Dutch court, or in the case of arbitration, an arbitrator, has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterized as willful ( opzettelijk ), intentionally reckless ( bewust roekeloos ) or seriously culpable ( ernstig verwijtbaar ) conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness ( redelijkheid en billijkheid ); (ii) the costs or damages directly relate to or arise from legal proceedings between a current or former director and the Company or its Group; or (iii) the costs or financial loss of the person concerned are covered by insurance and the insurer has paid out the costs or financial loss. The Company has in place adequate insurance covering the above claims against the Directors currently in charge and former Directors (D&O insurance).
4.3.1.10 Conflict of interests and Related Party Transactions Procedure
Any conflict of interest between the Company and Directors must be prevented. Where conflicts of interests occurred, the Board of Directors has resolved such matters in compliance with the provisions of the AoA. A Director shall not take part in any discussion and decision-making that involves a subject or transaction in relation to which he has a conflict of interest with the Company. If, as a result, no Board of Directors’ resolution can be adopted, the resolution will be adopted by the annual general meeting. A Director shall in no case: enter into competition with the Company; demand or accept substantial gifts from the Company for himself or for his Relatives; provide unjustified advantages to third parties at the Company’s expense; and take advantage of business opportunities to which the Company is entitled for himself or his Relatives. A conflict of interest may exist if the Company intends to enter into a transaction with a legal entity: in which a Director personally has a material financial interest; which has a management board member or a supervisory board member who has a relationship under family law with a Director; or as further set out in the AoA and the Related Party Transactions Procedure. The Board of Directors is responsible for decision-making on dealing with conflict of interest regarding Directors and majority Shareholders in relation to the Company. A Director shall report without delay any potential conflict of interest (or an interest which may appear as such) in a transaction and declare the nature and extent of that interest to the other Directors. The Director may not participate in deliberating or decision-making within the Board of Directors, if he or she has a direct or indirect personal interest with respect to the matter concerned that conflicts with the interests of the Company and the business connected with it. The Board of Directors shall decide, without the Director concerned being present, whether there is a conflict of interest. All transactions in which there are conflicts of interest with Directors shall be agreed on terms that are customary in the market. Decisions to enter into transactions in which there are conflicts of interest with Directors, that are of material significance to the Company and/or to the relevant Directors, require the approval of the Board of Directors. During 2025, no conflicts of interest with Directors were reported. Moreover, the Company adopted a Related Party Transaction Procedure (“RPT Procedure”) that is complementary to the conflict of interest provisions under Dutch law, the Dutch Civil Code, the DCGC, the AoA and the Board Rules. The purpose of this Procedure, as specified, inter alia, in the Code of Ethics, is to ensure transparency and the substantive and procedural handling of related party transactions safeguarding the Company’s higher interests and to provide adequate protection for the interests of the Company and its stakeholders. As a rule, related party transactions may only be concluded when strictly necessary in the Company’s interest. More specifically, the procedure: lays down the procedural rules governing its adoption and any further amendments and/or revisions; categorizes related party transactions and defines ‘Transactions of Greater Importance’, ‘Transactions of Lesser Importance’ and ‘Transactions of Small Amount’, establishing distinct criteria to consider the counterparty’s nature; provides for exemptions from the applicable procedural rules; lays down the procedural rules to be followed in examining and approving Transactions of Greater Importance and Transactions of Lesser Importance that are not exempted from the RPT Procedure (including those concluded between subsidiaries); establishes the procedural rules and deadlines for providing information on related party transactions to the Audit, Risk and Sustainability Committee, which forwards binding and non-binding opinions on the related party transactions, as well as to other departments within the Group; and establishes the procedural rules and deadlines according to which the Audit, Risk and Sustainability Committee: receives information on the application of exemptions as mentioned in point c) above, at least regarding Transactions of Greater Importance; and assesses the correct application of conditions for exemptions of Ordinary Transactions and Transactions of Greater Importance conducted under market or standard equivalent terms. Sales of products, supply of services and the transfer of fixed assets between Group companies were carried out at prices reflecting fair market conditions. The trading volumes reflect the internationalization process aimed at constantly improving both operating and organizational standards and optimising synergies within the Company. During 2025, no Transactions of Greater Importance and Transactions of Lesser Importance with Related Parties (as well as with the Major Shareholders) were executed.
2025 Brembo Annual Report 155
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
4.3.1.11 Board of Directors’ remuneration
Information on the remuneration of Directors and members of Board committees is provided in a specific report on remuneration, contained in this annual report, at the following paragraph 4.5.
4.3.1.12 Succession plan
On 17 December 2021, in line with the plan defined in June 2011, following the resignation of Alberto Bombassei from the role of Chairman and member of the Board of Directors, the Board of Directors of Brembo S.p.A. approved the current organizational structure of the Brembo Group, which provides for Matteo Tiraboschi to serve as Executive Chairman and Daniele Schillaci as Chief Executive Officer. Pursuant to best practice provision 2.2.4 of the DCGC, it should also be noted, with regard to succession matters, that — for each top management position — Brembo drew up a periodical and structured process, as summarized in specific documents approved by top managers, to identify both short and medium-term successors, so as to be able to manage unforeseeable cases of replacement of executives in as prompt and orderly manner as possible, and ensure management stability. On 14 November 2022, the Chief People & Organization Officer submitted the updated version of the Talent Management & Succession – Succession Planning annual system to the Remuneration and Appointment Committee.Furthermore, both the Remuneration and Appointment Committee and the Audit, Risk and Sustainability Committee are periodically informed of major organizational changes in top management, also with a view to succession planning for top managers.
4.3.2 Board committees
Brembo has established two committees within its Board of Directors: (i) an Audit, Risk and Sustainability Committee, which operates as an audit committee pursuant to Dutch law and the DCGC, and (ii) a Remuneration and Appointment Committee, combining the remuneration and selection and appointment committee within the meaning of the DCGC, for the reasons specified in paragraph 3.8 of this governance report. The composition, duties and functioning of the committees are defined in rules implementing the recommendations of the DCGC. Said rules were approved by the Board of Directors on 24 April 2024 and are available on the Company’s website.
Without prejudice to the collegiate responsibility of the Board of Directors, the duty of the committees is to prepare the decision-making of the Board of Directors. Moreover, for the tasks within their respective areas of competence, they support the supervisory activities of Non-Executive Directors. Each committee has unrestricted access to all committee meetings and records and must inform Non-Executive Directors and the Board of Directors in a clear and timely way of the manner in which it has used attributed authority and of any major development in the area of its responsibilities.
In accordance with provision 2.3.5 of the DCGC, Non- Executive Directors (as well as Board of Directors) have been regularly informed by each committee of their findings and decisions and these were taken into account in their report (see paragraph 4.3.11).
| Committees | No. of meetings | Attendance rate Non-Executive Directors | Activities carried out |
|---|---|---|---|
| Remuneration and Appointment Committee | 3 | 100% | 100% See paragraph 4.3.11 |
| Audit, Risk and Sustainability Committee (which also acts as the Related Party Transactions Committee) | 8 | 100% | 100% See paragraph 4.3.11 |
Moreover, in 2025 the Lead Non-Executive Director and the other Non-Executive Directors met twice to discuss the plan for the board performance evaluation/assessment and the related results, that also include the assessment of the position of each individual Director. For the methodology, findings and conclusions, please refer to the Report of the Non-Executive Directors (see paragraph 4.3.11).
| Committees | No. of meetings | Attendance rate Non-Executive Directors | Activities carried out |
|---|---|---|---|
| Lead Non-Executive Director with Non-Executive Directors | 2 | 100% | 100% See paragraph 4.3.11 |
An assessment of the functioning and performance of the committees was conducted by the Lead Non-Executive Director as part of the board performance review in 2025, in accordance with the DCGC guidelines (best practice provisions 2.2.6, 2.2.7 and 2.2.8). The findings highlighted the following key points: the Committee’s operations and performance of their duties were effective, their skills and support to the Non-Executive Directors and the Board were adequate, and they provided regular in-depth reports on the topics discussed. For more information, please refer to the Report of the Non-Executive Directors (see paragraph 4.3.11).
4.3.2.1 Remuneration and Appointment Committee
The Remuneration and Appointment Committee, appointed on 20 April 2023 by the Board of Directors, will remain in office until the end of the annual general meeting to be held in 2026. It is made up of three members:
| Members | Office held | Position within the Remuneration and Appointment Committee | Attendance rate at 2025 meetings (3 meetings) |
|---|---|---|---|
| Giancarlo Dallera | Non-Executive Director | Chairman | 100% |
| Manuela Soffientini | Non-Executive Director | Member | 100% |
| Elizabeth Marie Robinson | Non-Executive Director | Member | 100% |
2025 Brembo Annual Report 156
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
The professional profile of the members of the Remuneration and Appointment Committee meets the experience requirements imposed by the DCGC, thus ensuring an efficient performance of the committee’s duties. All the members of the Remuneration and Appointment Committee are independent pursuant to best practice provision 2.1.8 of the DCGC.
According to its rules, the Remuneration and Appointment Committee prepares the Non-Executive Directors’ decision-making on:
* the selection and appointment of Directors;
* the periodic assessment of the size and composition of the Board of Directors and the functioning of individual Directors;
* the succession of Directors, taking into account the Policy on Non-Discrimination and Diversity;
* the periodic review of the Policy on Non-Discrimination and Diversity, including its effectiveness;
* the determination of remuneration of the Executive Directors and Non-Executive Directors within the limits of the remuneration policy of Brembo Group;
* the remuneration report.
In performing its functions, the Committee has access to the Company information and areas necessary from time to time to discharge its duties and may also avail itself of expert advisors within the limits of the budget approved by the Board of Directors. The meetings of the Remuneration and Appointment Committee:
* may also be attended by people, other than committee members, who have been specifically invited and are part of the Company’s management and/or management structures, in relation to specific needs or items on the agenda;
* they include, in general, the Chief People & Organization Officer and the Secretary, as well as the Chief Legal & Corporate Affairs Officer;
* may be attended by representatives of consulting firms specializing in the above mentioned areas;
* are not attended by Executive Directors.
The Remuneration and Appointment Committee shall prepare a report of its deliberations and findings for the Non-Executive Directors that comments on how the duties of the Remuneration and Appointment Committee were carried out in the financial year according to paragraph 4.2 of the Remuneration and Appointment Committee Rules. Further details of the 2025 activities of the Remuneration and Nomination Committee are included in the Report of the Non-Executive Directors (see paragraph 4.3.11).
4.3.2.2 Audit, Risk and Sustainability Committee (also acting as Related Party Transactions Committee)
The Audit, Risk and Sustainability Committee, which also acts as the Related Party Transactions Committee, was appointed by the Board of Directors on 20 April 2023, and will remain in office until the end of the annual general meeting to be held in 2026. It is made up of three (3) members:
| Members | Office held | Position within the Audit, Risk and Sustainability Committee | Attendance rate at 2025 meetings (8 meetings) |
|---|---|---|---|
| Elisabetta Magistretti | Non-Executive Director | Chairwoman | 100% |
| Manuela Soffientini | Non-Executive Director | Member | 100% |
| Michela Schizzi | Non-Executive Director | Member | 100% |
The professional profile of the members of the Audit, Risk and Sustainability Committee meets the experience requirements imposed by the DCGC, thus ensuring an efficient performance of the Committee’s duties. All members of the Audit, Risk and Sustainability Committee are independent pursuant to best practice provision 2.1.8 of the DCGC.
The duties and functioning of the Audit, Risk and Sustainability Committee are defined in its Rules and are available on Brembo’s website. The Audit, Risk and Sustainability Committee reviews the Company’s financial reporting process, the internal control and risk management systems, the external auditing process, the sustainability issues related to the Company’s activities and the interactions with its stakeholders, and the Company’s process for monitoring compliance with laws and regulations and its Code of Ethics, as well as such other matters, which may be specifically attributed to the Audit, Risk and Sustainability Committee by the Board of Directors from time to time.
The Audit, Risk and Sustainability Committee prepares the Non-Executive Directors’ decision-making on the supervision of the integrity and quality of the Company’s financial and sustainability reporting and the effectiveness of the Company’s internal risk management and control systems. It focuses among other things on:
* the supervision of the Board of Directors about:
* the relations with, and compliance with, recommendations and follow-up of comments by the Internal Audit GCF, the external auditor and any other external party involved in auditing the sustainability reporting;
* the funding of the Company;
* the Company’s tax policy; and
* the application of information and communication technology by the Company, including risk relating to cybersecurity;
* supporting the Board of Directors in its assessments and decisions relating to:
* the sustainability issues related to the Company’s activities and to the interactions with its stakeholders;
* the approval of the annual accounts and semi-annual accounts, taking into account the Dutch Decree on Non-Financial Information ( Besluit bekendmaking niet-financiële informatie ) and its effects on the Company;
* the preparation and implementation of the requirements, including the right information and reporting systems, under the implementation into Dutch law of Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive); and
* the legal developments on relevant sustainability legislation and its possible impact on and measures required for the Company;
* examining and evaluating (i) the Group’s sustainability policies and procedures ensuring these are aimed at sustainable medium and long-term value creation for its shareholders and its stakeholders and (ii) sustainability targets, goals and consequent processes together with the sustainability reporting by the Group;monitoring international initiatives in the field of sustainability and the applicability thereof on the Group, in order to safeguard the international sustainability reputation of the Group; informing the Board of Directors of the outcome of the statutory audit, including an explanation of the manner in which the statutory audit has contributed to the integrity of the financial reporting and the role of the Audit, Risk and Sustainability Committee in that process; monitoring the financial reporting process and making proposals to ensure the integrity of the process; 2025 Brembo Annual Report 157 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements
1. 2. 3. 4. 5. monitoring the effectiveness of the design and implementation of the internal management system, the internal audit system and the risk management system – also coherently with the latest changes of the 2025 DCGC, relating to the Verklaring Omtrent Risicobeheersing (VOR) – in relation to the financial reporting of the Company; monitoring the statutory audit of the annual accounts, in particular the process of such audit, taking into account the review of the Dutch Authority for the Financial Markets in accordance with article 26, paragraph 6 of Regulation (EU) No. 537/2014; reviewing and monitoring the independence of the external auditor, as referred to in article 1 paragraph 1 (f) of the Supervision audit firms Act ( Wet toezicht accountantsorganisaties ), or the audit firm as referred to in article 1 paragraph 1 (a) and (c) of the Supervision audit firms Act ( Wet toezicht accountantsorganisaties ), and in particular the provision of other services to the Company; and determining the procedure for the selection of the external auditor and the nomination of the performed statutory audits pursuant to article 16 of Regulation (EU) No. 537/2014. The Audit, Risk and Sustainability Committee shall report to the Board of Directors on its deliberations and findings at least every six months. This report must, at least, include the information provided by paragraph 4.2 of the Audit, Risk and Sustainability Committee Rules. Further details of the 2025 activies of the Audit, Risk and Suistainability Committee—including methods and activities in accordance with the best practice provisions 1.2.1 until 1.2.3, 1.4.2 and 1.4.3 of the DCGC—are described in the Report of the Non-Executive Directors at paragraph 4.3.11.2.
Related Party Transactions Committee
Being composed only of independent Non-Executive Directors, based on the Company’s Related Party Transactions Procedure approved by the Board of Directors on 24 April 2024, the Audit, Risk and Sustainability Committee shall also perform the role of the Related Party Transactions Committee as defined in such procedure. According to the Related Party Transactions Procedure, the main tasks of the Committee are the following: the Related Parties Transactions Committee periodically evaluates the Related Party Transactions Procedure and submits its proposals to amend the procedure to the Board of Directors; to the extent that a transaction qualifies as a ‘Related Party Transaction of Greater Importance’ that was not concluded in the ordinary course of the Company’s business or on normal market terms, but is not considered an (allegedly) ‘Excluded Transaction’, the Related Party Transactions Committee shall provide the Board of Directors with a non-binding opinion, before such transaction is concluded. Each quarter, the Chief Administration & Finance Officer informs the Audit, Risk and Sustainability Committee on certain related party transactions excluded from application of the procedure to allow the Committee to perform the appropriate verifications. The Committee promptly reports to the Board of Directors on the activities carried out.
In 2025, no transactions were reported under which a member of the Board had a conflict of interest that was of material significance. No related party transactions of greater importance were carried out during 2025. Moreover, no transactions were conducted with major shareholders during 2025. All the other related party ordinary transactions were carried out in the course of Brembo’s regular operating activities and concluded at market or standard equivalent terms that are: i) analogous to those generally applied to unrelated parties for transactions of a similar nature, value and risk profile; ii) based on public/regulated rates or at fixed prices; or iii) equivalent to those charged to persons with which the Company is obligated by law to contract at a certain price.
4.3.3 Internal Control and Risk Management System
Main aspects of the Internal Control and Risk Management System based on the DCGC best practices provisions
| Yes/No | |
|---|---|
| Risk Appetite | Yes |
| Existence of a document containing guidelines for the Internal Control and Risk Management System | Yes |
| Existence of an Internal Control over Financial Reporting | Yes |
| Existence of an Internal Control over Non-Financial Reporting | Yes |
| Presence of an Executive Director charged with overseeing the Internal Control and Risk Management System | Yes |
| Presence of a committee responsible for supervising risks, including sustainability risks | Yes |
| Presence of organizational structures responsible for risk management (Risk Management Committees – Chief Sustainability & Risk Officer) | Yes |
| Existence of an Internal Audit GCF tasked by the Board of Directors with systematically assessing the efficiency and efficacy of the Internal Control and Risk Management System | Yes |
| Preparation of specific compliance programs (Code of Ethics, Compliance Manual according to Italian Legislative Decree no. 231, Antibribery Code of Conduct, Policy of Non-Discrimination and Diversity, Human Rights Policy, Antitrust Code of Conduct, Privacy Policy, Modern Slavery Statement, Tax Control Framework, Brembo Code of Conduct for the Development and Use of AI) | Yes |
The Company has defined Brembo’s Internal Control and Risk Management System consistent and compliant with the best practice provisions of DCGC and, more generally, with the best national and international practices. This system represents the set of organizational structures, rules and procedures that allows the main business risks within the Group, of any kind, including risks relating to medium and long-term sustainable value creation, to be identified, measured, managed and monitored, while helping the Company be run in a manner that is sound, correct and consistent with the objectives defined by the Board of Directors, and favoring the adoption of informed decisions consistent with the risk profile, as well as dissemination of a proper understanding of risks, lawfulness and corporate values, which are reflected in the Code of Ethics. It is an integral part of the Group’s operations and culture and supports the efficiency and effectiveness of business processes, the reliability of financial and sustainability information and compliance with laws and regulations. The Board of Directors, with the support of the Audit, Risk and Sustainability Committee, is tasked with defining the general guidelines of the Internal Control and Risk Management System, including for the purposes of its design so that the main risks pertaining to the Company and its subsidiaries are properly identified, as well as adequately measured, managed and monitored. It shall also set criteria to ensure that such risks are compatible 2025 Brembo Annual Report 158 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements
1. 2. 3. 4. 5. with sound and proper management of the Company. The Board of Directors is aware that the control processes cannot provide absolute assurances that the company objectives will be achieved, and the intrinsic risks of business are prevented, in a period characterized by strong volatility, uncertainty within the macro-economic context and growing geopolitical risks. However, it believes that the Internal Control and Risk Management System may reduce and mitigate the likelihood and impact of risk events associated with wrong decisions, human error, fraud, violations of laws, regulations and company procedures, as well as unexpected events. The Board of Directors has already identified the key roles and responsibilities in the Internal Control and Risk Management System, through the approval of various company documents to which reference is made, as well as the Policies for the implementation of the Internal Control and Risk Management System in accordance with international best practices and the standards of reference such as ISO31000 and the CoSO Framework. In 2025, the Board of Directors approved the new Guidelines for the Brembo Internal Control and Risk Management System and the Risk Appetite Framework as better described in paragraph 4.4. The organizational chart here below shows the roles within the Internal Control and Risk Management System defined in the above-mentioned documents. In particular, the following are worth mentioning: 2025 Brembo Annual Report 159 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements
1. 2. 3. 4. 5.# Institutional Steering Bodies
Governance
Board of Directors
III Level
Internal Audit GCF
Chief Internal Audit Officer
Institutional Supervisory Bodies
Independent Auditors
Audit, Risk and Sustainability Committee
Supervisory Committee
Executive Chairman
Chief Executive Officer
Director in charge of ICRMS
II Level Operational Bodies
Risk & Control Drivers
Specific subjects or areas that on the basis of their organizational role:
* oversee the process of detecting, appraising, managing and controlling risks related to company operations, ensuring their coherence with company objectives and addressing segregation criteria that allow for efficient monitoring;
* ensure compliance with specific regulations and oversee the risk of non-compliance with regulations;
* steer, coordinate and control the I level bodies in relation to the application of the directives given to them.
Sustainability & Risk
GCF Chief Sustainability & Risk Officer
Sustainability Manager
Risk & Insurance Management Coordinator
Legal and Corporate Affairs
GCF Chief Legal and Corporate Affairs Officer
VP Legal and M&A
Trademark and Legal GCFs Counsel
Governance, Compliance & Regulatory
Senior Manager
GDPR Privacy & AI Supervisory Board Committee
Data Protection Officer
Administration and Finance
GCF Chief A&F Officer
Financial Compliance Manager
VP Treasury & Credit Management
VP Tax Management & Statutory Reporting
Senior Manager Investor Relations
GCF Chief Investor Relations Officer
Investor Relations Senior Manager
Financial Control
GCF Chief Financial Control Officer
VP Financial Control
Financial Control Senior Manager
Financial Controller
Security
Security Manager
Transformation
GCF Chief Transformation Officer
VP Information Security & Infrastructure
ICT Risk Management & Compliance Coordinator
People & Organization
GCF Chief People & Organization Officer
VP Talent & Organization Development
VP Total Reward
Quality
GCF Chief Quality Officer
Quality System & Process Quality Senior Manager
Product Regulations and Warranty Manager
Industrial Operations
GCF Chief Industrial Operations Officer
VP Real Estate Development
VP Environment & Energy
VP Health & Safety
VP Production System
Purchasing
GCF Chief Purchasing Officer
Purchasing Excellence and Supplier Sustainability Manager
R&D
GCF Chief R&D Officer
System & Safety Engineering Manager
IPR Senior Manager
I Level Operational Bodies
Risk & Control Owners
Specific subjects or areas that define risks and manage them through the line controls, contained in the operational processes
Managers of specific areas or subjects
Employers
Data Protection Contacts
231 Team
Process Owner
Information Owner
Company meetings
Management
Employees
Monitoring the adequacy and effective functioning of the Internal Control and Risk Management System, as well as any revision thereof, is an essential part of the system’s structure. The Internal Control and Risk Management System is therefore subject to periodic review and verification, taking account of the organizational company evolution and reference context, as well as national and international best practices.
Based on the roles and responsibilities already defined, various control bodies can be identified with responsibility for performing checks and expressing opinions on the Internal Control and Risk Management System. In particular, the Board of Directors accounts for the design and operation of the system in the areas of operational, compliance and reporting risks, and the frameworks used for this purpose, as well as for its assessment on the effectiveness with regard to operational, compliance and reporting risks.
The Internal Audit GCF, through periodical assessments in all legal entities, identifies critical risks that may affect the attainment of business objectives and may jeopardize value creation. The results of the periodical assessments are evaluated by the Audit, Risk and Sustainability Committee. The overall and final assessment is prerogative of with the Board of Directors, which regularly expresses an opinion based on the reports produced by the Chief Internal Audit Officer, the Chief Sustainability & Risk Officer, the Audit, Risk and Sustainability Committee and the Supervisory Committee, not only to verify that the system exists and is being implemented within the Group, but also to carry out a regular detailed examination of its fitness and effective and concrete functioning.
4.3.3.1 The Internal Control and Risk Management System as it relates to the financial reporting process
In accordance to the principles outlined by the CoSO Report, the Chief Administration & Finance Officer (CAO) — in collaboration to the Financial Compliance Manager and supported by the Internal Audit Global Central Function and, where applicable, by the evaluations provided by the Audit, Risk and Sustainability Committee — has defined the process to identify and assess the risks that might prevent the Company from achieving its objectives regarding the reliability of financial reporting. The process for identifying and assessing such risks is performed on a yearly basis.
The CAO, in collaboration with the Financial Compliance Manager, is responsible for the identification and consideration of any significant change that during the year could affect the risk assessment (i.e., significant organizational changes, process or business changes, amendments or updates of accounting principles, etc.).
The significant controls mapped in each process to mitigate the financial reporting risks identified during the risk assessment phase are formalized in specific documents (risk control matrices). To assure the existence and the correct execution of the administrative and accounting procedures the CAO relies on the support of the Financial Compliance Manager (review and validation of the tests carried out by the process owners for the processes of their responsibility) and of the Internal Audit Global Central Function (test on controls mapped by companies in light perimeter).
The CAO, supported by the Financial Compliance Manager, defines a three-year audit plan that is carried out through scheduled annual test activities and includes all Group companies within the scope of financial compliance. In case, during the testing activities, one or more controls results as not adequate or partially adequate, the process owner is required to formalize a specific action plan in order to cover the weakness resulted by the testing activity; the Financial Compliance Manager and Internal Audit GCF (in this latter case through a specific follow- up on site) have the responsibility to monitor the proper implementation of the remediation plans within the defined due date.
The process owner has the responsibility to identify all those events within his/her own process that could potentially affect the process itself and the reliability of the designed significant controls and promptly report them to the Financial Compliance Manager and the CAO. Twice per year, even if no specific events have occurred, the process owners must provide a formal notice attesting that the mapped controls correspond to the practice adopted.
The Financial Compliance Manager and the Internal Audit GCF periodically report to the CAO the activities performed and the test results. Twice per year (in correspondence to the half-year and the year-end closing periods) the CAO, supported by the Financial Compliance Manager, requests to each Group company included in the financial compliance perimeter to submit an internal attestation letter in order to certify the accuracy and completeness of the financial reporting data communicated and to confirm the existence and proper functioning of the administrative and accounting procedures and related controls. For each Group company the attestation letter must be double signed by the local CFO and the Country General Manager, while the Company is required to collect a specific attestation for each global business unit, and one for People & Organization, and one for Transformation Global Central Functions.
4.3.3.2 Executive Director in charge of the Internal Control and Risk Management System
On 20 April 2023, the Board of Directors confirmed Cristina Bombassei in her role as Executive Director in charge of the Internal Control and Risk Management System. The Director in charge of the Internal Control and Risk Management System is tasked with:
* identifying the main business risks, taking into account the characteristics of the activities carried out by the Company and its subsidiaries, and submitting them periodically for review to the Board of Directors;
* implementing the guidelines established by the Board of Directors, supervising the planning, implementation and management of the Internal Control and Risk Management System, as well as constantly verifying its adequacy and efficacy;
* bringing the Internal Control and Risk Management System into line with the current operating conditions, and legislative and regulatory scenario;
* requesting the Internal Audit GCF to carry out audits of specific operating areas, as well as audits on compliance with internal rules and procedures in the performance of company transactions, in addition to informing the Executive Chairman of the Board of Directors and the chairwoman of the Audit, Risk and
2025 Brembo Annual Report 160 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
Sustainability Committee thereof concurrently;
* timely reporting to the Audit, Risk and Sustainability Committee (or to the Board of Directors) regarding problems and critical issues brought to light in performing her activities or of which she has otherwise become aware, so that the Audit, Risk and Sustainability Committee (or the Board of Directors) may take the appropriate initiatives.The Executive Director also maintains active communication channels, coordinating with the Chief Internal Audit Officer, the Chief Sustainability & Risk Officer, the Audit, Risk and Sustainability Committee and the Supervisory Committee, in keeping with operating conditions and the legislative and regulatory framework. The Executive Director in charge of the Internal Control and Risk Management System submitted this annual report to the Board of Directors at the meeting held on 18 March 2026, also highlighting the work carried out to consolidate the system, with particular reference to operational and compliance risks and to support the Board of Directors’ statement (VOR Verklaring Omtrent Risicobeheersing) on the adequacy and effectiveness of the Risk Management and Control System in line with updates to the DCGC during 2025.
4.3.3.3 Coordination between parties involved in the Internal Control and Risk Management System
The Board of Directors approved the Guidelines for the Brembo Internal Control and Risk Management System, that indicates the objectives of the Internal Control and Risk Management System and describes its participants and bodies — both inside and outside the Company —, illustrates their responsibilities and defines methods of interaction and coordination of the various parties involved. To effectively implement these guidelines, the Executive Director in charge of the Internal Control and Risk Management System has defined the “Policies for the Management of the Internal Control and Risk Management System”. Such policies described in detail the design of the overall integrated structure of the Internal Control and Risk Management System and the responsibilities associated with the first three lines of control, which are internally allocated to the current organizational structure, the legislative and regulatory framework, and the best practices adopted by the organization to permit the main Company risks to be identified and managed and support the Board of Directors in determining the level of assurance of the Internal Control and Risk Management System. Such Policies ensure also ongoing information flows among the various functions and roles, with a view to greater efficiency and maximum mutual integration.
4.3.3.4 Internal Audit GCF and Chief Internal Audit Officer
According to the recommendations of the Audit, Risk and Sustainability Committee and the Executive Director in charge of the Internal Control and Risk Management System, on 15 September 2022 the Board of Directors appointed Matteo Tradii as Chief Internal Audit Officer and defined his (fixed and variable) remuneration, in accordance with Brembo policies and current laws. The Chief Internal Audit Officer reports hierarchically to the Board of Directors, and in operational terms to the Executive Chairman. He also interacts with the Audit, Risk and Sustainability Committee, the Director in charge of the Internal Control and Risk Management System and the Chief Executive Officer, in such a way as to ensure constant efficacy and compliance with the requisite of independence in the performance of his duties, in accordance with the Company’s governance system, while drawing inspiration from best international practices. The Chief Internal Audit Officer is not responsible for any operational areas; he has direct access to all the information required to perform his duties. The Chief Internal Audit Officer reports the audit results at each meeting of the Audit, Risk and Sustainability Committee and of the Supervisory Committee and once a year to the Board of Directors on the adequacy of the Internal Control and Risk Management System, based on the outcome of the activities performed in the year of reference. The findings of the Internal Audit GCF should, at least, include the following: any flows in the effectiveness of the Internal Risk Management and Control Systems; any findings and observations with a material impact on the risk profile of the Company and its subsidiaries; and any failings in the follow-up of recommendations made by the Internal Audit GCF. Each year, after having obtained a favorable opinion from the Audit, Risk and Sustainability Committee, the Board of Directors assesses and approves the audit plan and the Internal Audit GCF’s budget.
The purpose of the Brembo Internal Audit Global Central Function (hereinafter called “GCF”) is to guarantee the performance of an independent, risk-based and objective assurance and advisory activities, aimed at improving the efficacy and the efficiency of the organization in pursuit of its objectives. The Internal Audit GCF has the duty to assist the Brembo Group in the achievement of its own goals through a systematic professional approach, oriented to providing independent high added value services on every area of competence for continuous improvement. Moreover, it supports the Board of Directors in its oversight of the governance, risk and control framework, preserving all shareholders’ interests, in order to achieve and maintain the highest level of professional standards, while furthering the development of Internal Audit organization. The task of Brembo’s Internal Audit GCF is to assess the design and operation of the Internal Control and Risk Management System approved by the Board of Directors, through:
* an understanding of the risks and the assessment of the adequacy of the means used to manage them;
* an assessment of the adequacy and efficacy of the Internal Control and Risk Management System, while promoting effective control, at reasonable costs, with special regard to:
* the reliability and integrity of accounting, financial, management and non-financial information;
* the efficiency and efficacy of Company processes and the resources allocated to them;
* the compliance of processes and transactions with laws, supervisory regulations, rules, policies, plans and internal procedures;
* the protection of the value of the Company’s business and assets.
2025 Brembo Annual Report 161 Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
As part of its work, the Internal Audit GCF maintains constant relations with all the institutional control bodies and periodic relations with periodic relations with all GCF/ GBU Chief and the heads of areas. Brembo has vested its Internal Audit GCF, in the person of the Chief Internal Audit Officer, with responsibility for managing its internal whistleblowing channel, as an autonomous, dedicated office with personnel specifically trained to manage the whistleblowing channel.
4.3.3.5 Supervisory Committee
As of the Cross-Border Conversion, the Italian regulations set forth in Legislative Decree No. 231/2001, governing the administrative liability of companies and entities, have no longer applied to Brembo. Notwithstanding the foregoing, since Brembo only transferred its registered office to the Netherlands and not the production plants, the Company continues to apply 231 Model, and the Supervisory Committee — set up pursuant to that legislation — continues to operate.
The Supervisory Committee:
* is fully independent within the Company, vested with autonomous powers of initiative and oversight, as well as with specific supervisory duties in respect of compliance with and the implementation and updating of the 231 Model;
* is responsible for monitoring that the Company acts in compliance with the 231 Model and for proposing updates required under Italian law;
* is made up of three members, all confirmed by the Board of Directors in the session that followed the shareholders’ meeting of 20 April 2023, and they will continue to serve until the end of the annual general meeting to be held in 2026.
| Members | Office held | Position within the Supervisory Committee | Attendance rate at 2025 meetings (No. 18) |
|---|---|---|---|
| Giovanni Canavotto | Independent Expert | Chairman | 81.81% |
| Elisabetta Magistretti | Non-Executive Director | Member | 100% |
| Matteo Tradii | Brembo’s Chief Internal Audit Officer | Member | 100% |
The Supervisory Committee specifically:
* consulted independently with the Governance & Compliance Senior Manager to examine certain risk-assessment analyses made by the 231 team, as well as with the Internal Audit GCF to analyze the audits carried out as a result of some reports;
* met with the supervisory committees of Group companies, where formed, to exchange information on the activities carried out during the reporting period;
* attended the meetings of the Audit, Risk and Sustainability Committee for the matters within its responsibility and interest and to exchange information on a periodic basis.
To check that the 231 Model was implemented effectively, audit activities were carried out with the support of the Internal Audit GCF, based on a specific audit plan approved by the Supervisory Committee’s action plan, and through the following activities:
- an analysis of the flow of information contained in the half-yearly report submitted to the Supervisory Committee by the internal areas of the Company and its subsidiaries;
- meetings with the Heads of sensitive areas and/or functions within the meaning of Legislative Decree No. 231/2001;
- all relevant reports potentially impacted the Legislative Decree No. 231/01 are carefully analyzed, discussed and evaluated as well as the corrective measures adopted according to the results of the investigations activities.
$^{18}$ In 2025, the Supervisory Committee met on 27 January, 28 February, 5 May, 23 July, 29 September, 28 October and 16 December.In acknowledging the ongoing updating of the 231 Model and its protocols and in keeping with the assessments previously expressed, the Supervisory Committee confirmed that the general structure of Brembo’s 231 Model remains intact, and that the Internal Audit function’s assurance and monitoring activities, the 231 risk assessment and the various reports submitted revealed no facts, acts, events or omissions that were critical in respect of compliance with the requirements of the 231 Model. During the year, no violations of laws subject to the penalties provided for in Legislative Decree No. 231/2001 were recorded.
4.3.3.6 Code of Ethics and Brembo Corporate and Compliance Tools
Brembo has grown extensively in recent years, expanding beyond Italy’s borders to become a multinational industrial force that competes and does business on a global playing field. It is a transformation that has been clear for all to see and a source of pride for us all. Obviously, this has introduced a great deal of complexity into how we do business, at a geographical, legislative and cultural level, demanding much more stringent standards of conduct that more effectively respond to new and very diverse statutory requirements. As part of its culture, Brembo considers that transparent, ethical and compliant conduct, under all aspects, is essential for the Company’s activities to be managed correctly. This means not only observing the current laws and regulations but also considering the expectations and aspirations of the various stakeholders. To promote a Group’s prevention policy, Brembo has implemented an integrated global compliance system, adopting a system of tools which apply to the entire Group (Brembo Corporate and Compliance Tools) designed to ensure a high ethical standard in business conduct.
Having a Code of Ethics first and foremost means having respect for people. We are determined to ensure the same dignity and treatment for all the people who, in different countries and continents, create and promote Brembo products and solutions, while providing everybody in the Brembo Group with a series of tools to convey the ethical values on which Brembo’s reputation is founded and safeguarded, both inside and outside the workplace. The Code of Ethics is the mainstay of this system, but the Code must be read and interpreted together with the other documents considered essential for the development and dissemination of the Group’s core values (i.e. Brembo Corporate and Compliance Tools).
The Code of Ethics has been approved by the Board of Directors on 2025 Brembo Annual Report 162 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. 30 July 2024, applies to all Brembo subsidiaries, and is a fundamental instrument to promote ethical behavior and the culture of integrity, by respecting all diversities, in line with the growth and complexity of the Group on a geographical, legislative and cultural level. The primary goal of the Code of Ethics is to foster in us all the capacity to share and spread behaviors to support the sustainable growth of the company, while encouraging understanding and respect for diversity and building a true culture of integrity. These are the values that have reinforced how we do business every day, since the establishment of the company. The Code of Ethics in its latest version expresses principles and values for responsible growth, as well as defining our global commitment to a sustainable future. The document, disseminated to the Company and its subsidiaries, is written in English and Italian and translated into the different local languages of the Group. In 2025, an online training course on the new version has been released, to enable Brembo people to learn the contents of the document and deepen their knowledge of the values on which the Company’s reputation is based. All the codes and policies adopted and described below (Brembo Corporate and Compliance Tools) apply to the Brembo Group ( Corporate Governance | Brembo Corporate Codes & Policies ), unless otherwise specified.
231 Model (applicable to the Company)
General section
In 2025, the Sixth Edition of the 231 Model has been approved: it reflects the Company organizational changes following the Cross-Border Conversion and the adoption of a new governance system, as well as the most recent regulations and jurisprudential developments regarding criminal law and 231 liabilities of legal entities. The 231 Model is built using a risk-based approach and inspired by the principles of ISO 37301:2021, Confindustria Guidelines and UNI 11961:2024. The General Section illustrates the Company’s profile, the regulations of reference, underlying principles and the elements making up the Model (Corporate Governance System, Internal Control System, Principles governing the system of delegated powers, Code of Ethics), the function of the Model, the ways in which the Model is constructed and structured, the recipients of the Model, relations with Group companies, as well as the disciplinary system and the measures to be implemented in terms of training, circulation, amendment and updating.
Special sections
The special sections and the associated sensitive activity analysis sheets (the latter of which are intended for the Company’s exclusive internal use) focusing on specific types of 231 offences which — considering Brembo’s profile and business operations — could, in the abstract, be committed within the Company. With the release of the Sixth Edition of Brembo 231 Model, each special section has been expanded and integrated based on regulatory changes in criminal law and 231 liabilities, with a description of the newly introduced 231 offences. Furthermore, control protocols have been updated according to the recent organizational changes and considering the new governance system following the Cross-Border Conversion.
Compliance Guidelines
The Compliance Guidelines:
* summarize the main rules of conduct set out in the Special Sections of Brembo N.V.’s 231 Model and make the contents more accessible and immediate to all recipients of Brembo N.V.’s 231 Model;
* have the aim to: raise awareness among subsidiaries and support them in identifying areas of risk and help ensure high standards of ethics and compliance in all corporate and business operations of the Brembo Group, also with a view to preventing criminal liability on the part of Brembo N.V. and its subsidiaries;
* provide group companies with guidelines for the creation of local compliance programs that comply with the Brembo Group’s compliance standards and methodologies, as well as being inspired by the principles set out in the ISO 37301:2021.
The most recent edition was approved by the Board of Directors on 28 July 2022.
Antibribery Code of Conduct
The Antibribery Code of Conduct is, in line with the principles entrenched in the Code of Ethics and international best practices, aimed at:
* ensuring transparency principles;
* clearly delineating the bounds of permitted behavior and ensuring compliance with antibribery regulations in force in all the jurisdictions in which Brembo operates by any and all persons serving Brembo in any capacity whatsoever;
* ensuring the highest levels of integrity by defining, inter alia, Brembo’s policy regarding the acceptance and offer of gifts, hospitality and entertainment (i.e., the free provision of goods and/or services for promotional or public relations purposes).
The Antibribery Code of Conduct defines each party’s responsibilities to ensure the observance of the highest standards of integrity and avoid any suspicion of inappropriate motivations underlining the offer or acceptance of a gift or act of hospitality, or an undue influence exercised on or by the recipient who accepts such an offer. The second edition of the Antibribery Code of Conduct, approved by the Board of Directors on 27 July 2017, raises the maximum limit on Brembo merchandising gifts (intended to promote the brand), while also requiring that subsidiaries adopt a merchandising catalogue like that of the Company. The Code complies with applicable anticorruption laws in all countries in which it conducts business (i.e., UK Bribery Act 2010, USA Foreign Corrupt Practices Act – FCPA) and is inspired by the principles of ISO 37001.
Antitrust Code of Conduct
In 2017, to raise awareness among departments of compliance with competition rules, in accordance with the principles enshrined in its Code of Ethics, Brembo prepared and adopted an Antitrust Code of Conduct, in addition to the other compliance documents already issued. It represents a practical guide, tailored to Brembo’s business, that provides a simple, accessible explanation of:
* the restrictions imposed by antitrust rules;
* the cases in which such restrictions may most frequently be breached;
* the most common areas/situations of risk of violations of antitrust rules;
* the proper behavior to be adopted to ensure full compliance with antitrust legislation in the various countries in which Brembo operates.
The Antitrust Code of Conduct applies to employees of the Company and its subsidiaries in the European Union and forms a model of reference for the compliance programs. The Antitrust Code of Conduct is a point of reference for the Company’s compliance programs and applies to employees of both the Company and the European subsidiaries. In 2019, the local boards of directors of the European subsidiaries implemented the Antitrust Code of Conduct with an addendum (translated into the local languages) with the aim, inter alia, of indicating and modifying (where necessary) employees’ behavior in accordance with local legislation.
Human Rights Policy
In 2025, the Board of Directors of Brembo N.V., in line with the requests of its stakeholders, approved the Human Rights Policy, which supersedes the previous Code of Basic Working Conditions.The Human Rights Policy expresses the Company’s commitment to upholding the highest ethical standards and embedding respect for human rights across all operations, as well as sharing these principles within its supply chain and third parties. The Human Rights Policy covers the following topics: child labor and young workers; forced labor, human trafficking and modern slavery; diversity, equity and inclusion (DEI), focusing on equal opportunity and anti-discrimination aligned with the Policy on Non- Discrimination and Diversity; occupational health and safety, injury prevention and occupational disease focus; working schedule: respect for rest periods, voluntary overtime, and leave. Reference to ILO standards; compensation and benefits: focus on equal pay, market benchmarks, and additional local benefits; environment and energy, including biodiversity and energy efficiency; privacy and data protection: alignment with Brembo Privacy Policy; responsible use of AI and compliance with legal standards based on best practices.
2025 Brembo Annual Report 163
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
Privacy Policy and other Operating Procedures
The Privacy Policy, approved in its first version by the Board of Directors on 8 May 2018 and most recently updated in 2025, sets out the most important personal data protection principles and how they are to be implemented, including in light of the new European General Data Protection Regulation (Regulation (EU) 2016/679 – GDPR), applicable in all Member States of the European Union with effect from 25 May 2018. The Privacy Policy applies to the Company and its subsidiaries based in the European Union.
The Data Protection Officer submits on an annual basis to the Board of Directors the Data Protection Officer’s annual report (in 2025, this occurred on 6 November). The annual report was drawn up taking account of: (i) internal and external (supplier) control activities performed; (ii) statistics regarding any personal data breaches that have occurred; (iii) the number of requests received from data subjects; (iv) training activity carried out and planned; (v) the number of requests for information received from local supervisory/judicial Authorities; (vi) personal data processing impact assessments conducted during the period. Based on the findings of this year’s annual report, the Data Privacy Officer deemed the level of alignment with the GDPR appropriate.
In addition, operating procedures such as the following have been issued in execution of the Privacy Policy:
* Data Breach Management Procedure;
* Procedure for the Exercise of the Rights of Data Subjects;
* Procedure Privacy by Design – Privacy By Default;
* Procedure for the Exercise of the Right to Data Portability.
Modern Slavery Statement
In accordance with the contents of the British Modern Slavery Act 2015, the Company publishes its Modern Slavery Statement on an annual basis. The statement:
* was adopted for the Company and for some of the Group companies subject to the legislation (Brembo Poland Sp.Zo.o., Brembo Czech S.r.o., Qingdao Brembo Trading Co. Ltd. and J.Juan SAU). It should be noted that AP Racing and Brembo Australia Pty Ltd. (subsidiaries of the Company) prepare and approve their own statements and make them available to the public;
* describes the organization, sensitive areas and actions/measures adopted by the Company to ensure the absence of any form of modern slavery, forced labor and human trafficking both in respect of its own employees and of the supply chain (identified by the same legislation as areas exposed to risk).
Supplier Code of Conduct for Responsible Business
The new Supplier Code of Conduct for Responsible Business replaces the previous Sustainable Procurement Policy. It sets out the Company’s clear expectations for responsible sourcing and Supplier conduct, enhancing sustainability of products and processes through the entire value chain of Brembo. Brembo invites its Suppliers to build a supply chain that is ethical, transparent and reduces environmental impact, promotes circular economy principles, ensures fair labor conditions and fosters transparency.
Through this Supplier Code of Conduct for Responsible Business and its Supplier management process, Brembo requires its Suppliers to:
* comply with regulatory requirements, laws and standards and ensure respect for human rights;
* protect the health and safety of its employees and the community;
* adopt responsible environmental protection policies through the Life Cycle Assessment (LCA) principle;
* meet quality standards while responding to evolving needs with agility and flexibility;
* foster innovation and the continuous pursuit of advanced technical solutions;
* safeguard the security, integrity and confidentiality of all exchanged and stored data and information;
* ensure competitiveness in line with market expectations through a Life Cycle Cost (LCC) approach.
Code of Conduct for AI use and development
Following the entry into force of the EU Artificial Intelligence Act, on 6 November 2025 the Board of Directors of Brembo N.V. approved the Brembo Corporate Governance Code for AI application and development which, while embracing and adhering to the ethical values of honesty, fairness, legality, and transparency also defined in the Company’s Code of Ethics, sets out the principles and guidelines that all Brembo activities and people must follow in the direct or indirect use of AI systems, whether third-party or proprietary.
In a context characterized by increasing complexity and the evolution of new functions attributable to so-called generative AI, Brembo intends to implement all measures aimed at mitigating any negative and/or unpredictable effects, with particular regard towards any potential impact on “Fundamental Human Rights” as enshrined in the Charter of Fundamental Rights of the European Union (“EU Charter of Fundamental Rights”), on data security, fairness, correctness, and integrity of results.
The Code sets out the principles and guidelines that inspire the European regulation on Artificial Intelligence, such as:
* legality and respect for human rights;
* constant human oversight on AI (the so-called “human-in-the-loop” principle);
* data accuracy and reliability;
* inclusivity, fairness and non-discrimination;
* sustainable development;
* informational transparency;
* accountability;
* training on AI matters.
Global Tax Strategy
In 2019, Brembo started the implementation of the Tax Control Framework (set of rules, procedures, organizational structures and control measures to allow the risk arising from the tax variable to be reported, measured, managed and controlled), so as to guarantee that tax management (for both the Company and the Group) ensures the pursuit of the following objectives over time:
* long-term growth of company assets and protection of the Group’s reputation and the interests of its shareholders;
* proper, timely calculation and payment of taxes due by law and fulfilment of the related obligations;
* containment of tax risk, understood as the risk of violating national and international tax laws or abusing the principles and purposes of the tax system.
In particular, during the meeting held on 7 November 2019 the Board of Directors approved the global tax strategy and the Company’s tax strategy. The Company also implemented:
* an Interpretative Tax Risk Management Policy, drafted in the form of a procedure applicable solely to the Company, designed to ensure the consistency, objectivity and traceability of the interpretative decisions made by the Tax area of the Company, including by establishing appropriate rules for the processing of reaching such decisions;
* the Brembo Group’s Tax Compliance Model, which contains the organizational and governance guidelines that the company GCFs of Brembo entities within the TCF scope follow to ensure proper management of tax risk.
There are multiple benefits resulting from implementing the Tax Control Framework (such as mitigation of the responsibilities of company bodies, reduction of situations of conflict with revenue authorities due to preventive risk management, prevention of violations of tax laws and a potential reduction of the penalties applied to the Group, etc.) and they all contribute to informed, scrupulous and effective management of the tax variable.
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Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
The Internal Audit Global Central Function investigates violations of the Code of Ethics and Brembo Corporate and Compliance Tools by periodical or ad hoc audits. Periodical reporting is delivered to the Executive Chairman, the CEO, the Audit, Risk and Sustainability Committee and to the Supervisory Committee.
4.3.3.7 Whistleblowing Channel
In line with best practice provision 2.6.1 of the DCGC, and in compliance with the current European Directive (2019/1937), Brembo has in place a whistleblowing channel to report any breaches or violations of the:
* Code of Ethics and the Antibribery Code of Conduct and other codes of conduct;
* regulatory provisions within the scope of the Group’s activity;
* the 231 Model;
* Brembo Corporate & Compliance Tools and any policies and procedures or irregularities in the application of internal procedures.Furthermore, the whistleblowing channel: guarantees, through computer methods and encryption tools, the confidentiality of the identity of the reporter, the persons involved, as well as the content of the report and related documentation; is managed by the Internal Audit GCF, an autonomous office with staff specifically trained to manage the reporting channel; is available to employees and collaborators, suppliers and customers, shareholders and people with administration, management, control, supervisory or representative functions and any person related to the Group’s business, that can report any cases of violations and irregularities without fear of potential retaliation, through the dedicated channels. In July 2025, the procedure for the whistleblowing channel was updated to reflect post-Directive practices, relevant case law, and guidance from trade associations. Key changes include: allowing anonymous reports; procedures for handling cases involving Internal Audit GCF; excluding recordings as supporting documentation. The mechanism is regulated by procedures available on the Intranet or at Whistleblowing Channel | Brembo Corporate website.
4.3.4 General meetings
Pursuant to Dutch law, the annual general meetings shall be held each year no later than six months after the end of the financial year of the Company. The purpose of the annual general meeting is to discuss, inter alia, the annual report, the adoption of the annual accounts, allocation of profits (including the proposal to distribute dividends), discharge of Executive Directors and Non-Executive Directors for their duties conducted in the past financial year, appointment of the external auditor and other proposals brought up for discussion by the Board of Directors. Further general meetings shall be held whenever the Board of Directors deems it necessary, subject to the provisions of sections 2:108a, 2:110, 2:111 and 2:112 of the Dutch Civil Code.
On 29 April 2025, the Company held, at Amsterdam Schiphol Airport, the first annual general meeting pursuant to Dutch laws, approving the following matters: 2024 Annual Report; allocation of profits; release from liability of the Executive Directors and of the Non-Executive Directors; approval of the Remuneration Policy for the years 2025, 2026 and 2027; appointment of the new external auditor for the financial years 2026 up to and including 2030; authorization to re-purchase shares in the Company. In 2025, the Company held no extraordinary general meetings. The AoA govern the calling and the conduct of the general meetings, as illustrated here below.
4.3.4.1 Venue and language of general meetings
According to the AoA (Article 36), general meetings are convened by the Board of Directors and held in Amsterdam, Rotterdam, The Hague or Haarlemmermeer (including Schiphol Airport), at the choice of those who call the meeting. The 2026 annual general meeting will take place in Schiphol Airport. The official language of the general meetings is English.
4.3.4.2 Notice and agenda of general meetings
Notice of general meetings is given by the Board of Directors, 42 days before the date set for the meeting, and states the venue, time and subjects of the meeting, the requirements for admittance pursuant to the AoA and any other information deemed necessary according to the AoA. The Company makes the notice of the general meeting, the drafts of resolutions, templates for proxies and any other document or information required by Dutch law or by the AoA, available on its website not later than on the 42nd day prior to the date of the general meeting. Shareholders who, alone or jointly, represent at least 10% of the issued capital have the right to request the Board of Directors that a general meeting be convened, according to the terms and conditions set forth in the AoA. Shareholders who, alone or jointly, represent at least 3% of the issued capital, also have the right to request the Board of Directors to add new items to the agenda of a general meeting (Article 35.6 of AoA).
4.3.4.3 Attendance of general meetings and Record Date
Each shareholder and each other person entitled to attend the general meetings is authorized to attend and exercise his/her voting rights in the general meetings through a proxy holder authorized in writing. A person entitled to attend the general meetings, or his/her proxy holder is admitted to the meeting only after notifying the Company of their intention to attend the meeting in writing.
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Index
- Letter from the Executive Chairman
- Vision and Mission
- Corporate Highlights
- Directors’ Report
- Sustainability Statement
- Corporate Governance
- Financial Statements
According to the AoA (Article 38), only those persons who, at the 28th day prior to the date of the general meeting (“Record Date”), which is set in the notice of the meeting, hold the right to cast votes or to attend meetings and will have been registered as such in a register designated for that purpose by the Board of Directors shall be entitled to exercise such rights at the general meeting. The Board of Directors might determine that the voting rights and the right to attend the general meetings can be exercised by using an electronic means of communication, and the relevant conditions.
4.3.4.4 Voting rights at general meetings
The number of rights to cast votes per shareholder are conferred by the holding of ordinary shares and Special Voting Shares, according to the SVS Terms. Votes cast prior to the general meetings by electronic means of communication or by mail, as long as they are not cast before the Record Date, are equated with votes cast at the time of the general meeting. All resolutions are adopted by an absolute majority of the votes validly cast, regardless of the share capital present or represented, except in those cases in which the law or the AoA require a greater majority. In determining how many votes are cast by shareholders, how many shareholders are present in person or represented, or to what extent the capital subscribed by the Company is represented, the shares for which votes cannot be cast in accordance with law are not considered. To the extent the AoA do not provide otherwise, with respect to resolutions of the general meeting which can only be adopted if a certain part of the issued capital is represented, a second general meeting may be convened, at which second general meeting such part of the issued capital has to be represented.
4.3.5 Relations with investors: Bilateral Contacts with Shareholders Policy
Brembo maintains ongoing dialogue with current and potential investors through regular meetings, conference calls, roadshows, and company visits. This approach allows Brembo to understand their concerns and expectations. The Company is committed to facilitating and maintaining an open and constructive dialogue with its shareholders, investors, and analysts. Brembo aims to keep them updated by providing information equally, simultaneously, clearly, and accurately about the Company’s strategy, performance, and other relevant developments. This is achieved through meetings, presentations, conference calls, the corporate website and other communication channels. Dialogue with shareholders, investors, and analysts also encompasses environmental, social, and governance (“ESG”) issues. These are considered crucial for building a sustainable company identity that is integrated into the business and aimed at creating both present and future value.
The Board of Directors adopted the Shareholder Engagement Policy for the first time on 17 December 2021. Subsequently, following the Cross-Border Conversion and in accordance with best practice provision 4.2.2 of the DCGC and paragraph 9.2 of the Board Rules, the Board of Directors drew up and adopted the Brembo Bilateral Contacts with Shareholders Policy on 24 April 2024. The Bilateral Contacts with Shareholders Policy governs the relations between the Company, the shareholders, investors and analysts, or with their representatives and advisors and lays down the themes and methods of implementing a dialogue between the Company and the shareholders in general, drawing inspiration from the principles of propriety, transparency and symmetry of information, in accordance with European, Italian and Dutch legislation on market abuse regulations and taking into account the best practices adopted by institutional investors reflected in their stewardship codes.
The Board of Directors provides steering, monitoring and verification of the dialogue. The Executive Chairman handles operational management of all processes of engagement and dialogue with the shareholders, investors and analysts, ensuring that such processes are always performed in the Company’s best interest and in accordance with the laws, regulations, the Bilateral Contacts with Shareholders Policy and internal rules. At the operational level, the main point of contact between Brembo and its shareholders, investors and analysts is the Investor Relations team, under the responsibility of the Executive Chairman, which the shareholders, investors and analysts may contact to request information and submit their opinions. Up-to-date references and contacts are available at Brembo Investors | Brembo Corporate website.
2025 Shareholders engagement activities
In 2025, interactions with current and/or potential Investors and shareholders took place both in virtual mode, through video-meetings or conference calls, and at face-to-face meetings. Meetings were held with international and Italian institutional investors, in one-to-one sessions or small groups.The topics discussed during such sessions included, for instance, the Company’s business model and long-term strategy, the performance of the main markets of reference, ESG matters, analysis of the main competitors, in-depth information on new products and market trends, M&A strategy (with particular focus on the acquisition of Öhlins, at the beginning of the year), capital allocation strategy, and analysis of published operating and financial performance results. Additionally, questions were asked about the impact of recent trends in the car industry and the repercussions of the complex geopolitical situation. In 2025, the Company presented the Group’s operating and financial results to the financial analysts’ community during four conference calls (held in English with their transcription made available at Brembo Investors | Brembo Corporate website. The Board of Directors is periodically informed on the development and content of the dialogue and discussions with the current and/or potential shareholders and/or investors of the Company. These activities were carried out during the following meetings: 18 March, 8 May, 29 July and 6 November. Moreover, at the date of publication of this annual report, the Board of Directors was updated also during the meeting of 18 March 2026.
2025 Brembo Annual Report 166
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
Corporate Governance
Financial Statements
4.3.6 Handling of corporate information – Inside/relevant information and internal dealing
In accordance with current legislative and regulatory provisions, Brembo has adopted specific internal procedures to guarantee the highest level of propriety, accuracy and timeliness in the corporate information handling process, in addition to ensuring the market the utmost transparency and accessibility to prevent any market abuse. The Procedure for the handling inside/relevant information defines the principles and rules governing the internal management and the disclosure of information concerning the operations of Brembo and the Group, with specific regard to inside and relevant information. The procedure applies, with binding effect, to directors, auditors, employees of Brembo and its subsidiaries as well as to external parties acting in the name and on behalf of the Company and its subsidiaries and who, for any reason, have access to information concerning Brembo and its subsidiaries. All other recipients of the procedure are required to keep documents and information acquired while carrying out their duties confidential, with reference to inside information. Notices to the authorities and public are issued according to the terms and procedures of applicable laws. The Internal Dealing Procedure regulates on a mandatory basis the performance, also through third parties, of transactions in financial instruments of the Company by significant persons and persons closely related to them, and related disclosure to ensure greater transparency towards the market$^{19}$. The procedure, inter alia, sets forth that all relevant persons must refrain from effecting transactions unless priorly authorized by the Company, both performed on their own account or on behalf of third parties, directly or indirectly during the 30 days immediately preceding the publication of annual, semi- annual, quarterly or other interim financial reporting (blackout periods). Both procedures are essential elements of the internal control and risk management system of Brembo and are part of the rules and regulations adopted by it to prevent the commission of market abuse offences and crimes, and they are available at Corporate Governance | Brembo Corporate website.
4.3.7 Compliance with the Dutch Corporate Governance Code
Companies with registered office in the Netherlands whose shares are listed on a regulated stock exchange or comparable system are required pursuant to the DCGC to disclose in their annual reports whether or not they are complying with the various provisions of the DCGC and properly explain the relevant deviations or non-compliances. Therefore, as of the Cross-Border Conversion, the Company decided to construct its corporate governance system inspired by and implementing, where possible, the principles and best practices set forth in the DCGC, in its latest edition (May 2025). The Company has a governance structure made up of a one-tier board. Pursuant to the DCGC, the provisions in the
$^{19}$ During 2025, Giancarlo Dallera (in April) and Matteo Tiraboschi (in July) purchased Company’s shares. In accordance with the Internal Dealing Procedure, the Directors and Brembo have fulfilled all the necessary requirements and made the required disclosures to the market.
DCGC that relate to supervisory board members also apply to non-executive directors. As at 31 December 2025, the Company complies with the principles of the DCGC, except for the following:
| Main deviations compared to the DCGC | Ref. in DCGC – Deviations | Justifications |
|---|---|---|
| Best practice provision 2.3.2 (establishment of committees) | According to provision 2.3.2 of the DCGC, if the Company has more than four non-executive directors, it shall appoint an audit committee, a remuneration committee and a selection and appointment committee. | The Board of Directors has decided to consolidate the responsibilities of the remuneration committee and the selection and appointment committee into a single Remuneration and Appointment Committee. Given the Company’s size and organizational structure, it is the Board’s view that separating these committees, as outlined by the DCGC, would not provide additional benefits to the Company. |
| Best practice provision 2.3.7 (vice-chairman of the Board) | According to provision 2.3.7 of the DCGC, the vice-chairman of the Board should deputise for the chair when the occasion arises. | According to Article 18.4 of the By-Laws, the Board of Directors may designate a deputy chair chosen among the Non-Executive Directors for a period decided by the Board and may entrust the deputy chair with one or more duties of the Lead Non-Executive Director in case the latter is absent. However, the Company believes that there would be no benefits for the Company, given its size and organizational structure, in the appointment of a permanent deputy chair. |
| Best practice provision 3.2.3 (severance payments) | According to provision 3.2.3 of the DCGC, the remuneration of Executive Directors in the event of dismissal should not exceed one year’s salary (the ‘fixed’ remuneration component). | The employment agreement of the current CEO, Daniele Schillaci, envisages a specific procedure of termination by mutual agreement that entitles the CEO to the payment of a lump sum one-off indemnity equal to 18 months of an amount corresponding to the sum of the fixed emolument for the office, the consideration for the non-competition agreement and the maximum amount payable by way of short-term variable component (MBO), in the event of removal or non-renewal at the end of the office and/ or mandate without just cause, of resignation from the office and waiver of mandate by Daniele Schillaci, necessitated by such a serious reason as to make his continuation impossible, or in case of resignation following a change of control pursuant to Article 2359 of the Italian Civil Code. The report on the remuneration policy provides for a minimum amount of such one-off indemnity. This one-off indemnity will be paid on the condition that Daniele Schillaci signs a settlement agreement in which he waives any further claims or demands in respect of Brembo. |
4.3.8 Compliance with the Italian Corporate Governance Code
As regards the Italian framework for corporate governance, Brembo has always considered also the Italian corporate governance code (“ICGC”) applicable (starting from January 2021) to all companies with shares listed on Euronext Milan as a reference for best practices. Notwithstanding the Cross-Border Conversion, the Company’s corporate governance structure continues to be substantially in line with all the principles and recommendations set forth in the ICGC, especially since the Company has adopted, and complies with, the DCGC, which contains principles and best practice provisions largely similar to those highlighted in the ICGC, except for the following:
2025 Brembo Annual Report 167
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
Corporate Governance
Financial Statements
| Main deviations compared to the ICGC | Ref. in ICGC – Deviations | Justifications |
|---|---|---|
| Definitions Chief Executive Officer (CEO) | Based on the Group's current organizational structure, there are several individuals who may be characterized as holding primary responsibility for management of the Company, identifiable as those in the following roles: Executive Chairman; Chief Executive Officer (CEO); the Director in charge of the Internal Control and Risk Management System and the Chief Legacy Officer; all designated Executive Directors, to whom the Board of Directors granted specific powers, authority, duties and areas of responsibility. Accordingly, all references in the Board performance assessment to the person holding primary responsibility for management of the Company or CEO are specified in the Board Rules as identifying one of the roles indicated above by virtue of the powers, authority, duties and areas of responsibility defined by the Board of Directors. | In the Q&A included in the ICGC it is specified that companies normally identify a single executive director as the person holding primary responsibility for management. However, the Board of Directors may identify more than one such person where multiple Directors are attributed equivalent management powers. |
Recommendation 4 Chairman’s role
Based on the Brembo Group's organizational and corporate structure (company with concentrated ownership), the Board of Directors has decided to assign an executive role to the Executive Chairman to ensure optimal use of the wealth of knowledge, experience, values and skills gained over time, so that the Group may continue its growth and development without interruption, in accordance and harmony with its past and identity. The independence of judgement of the Board of Directors in its activities is in any case ensured by the presence of six (6) Directors qualifying as independent, whose professional expertise and authoritativeness are an additional guarantee that all Board of Directors' decisions are taken in the sole interest of the Group and its stakeholders, without being subject to any direction or interference from third parties representing interests other than those of the Company.
Recommendation 7 Independence criteria
The Board of Directors assesses on an annual basis, after the preliminary review by the Remuneration and Appointment Committee, whether the individual Directors meet the independence requirements. Such assessment is performed in compliance with the consolidated principle of the prevalence of substance over form, which takes account of the principles set out in the ICGC, the professionalism and dedication shown, as well as the active participation in Board meetings, and the speeches and thoughts relating to debate within the Board.
Article 4 – Appointment of Directors and Board of Directors’ self- assessment process
Recommendation 19a) Board performance evaluation
On the proposal of the Remuneration and Appointment Committee, the Board of Directors assigned the Lead Non-Executive Director responsibility for coordinating the Board performance evaluation, in addition to determining that the process of evaluating and circulating the plan of activity and its results would involve the participation of all Non-Executive Directors and not just the members of the Remuneration and Appointment Committee. This was determined considering the well-consolidated, effective methods used by the Lead Non-Executive Director to perform this activity in the course of the Board of Directors' previous terms and to proceed in continuity with the previous editions of the Board performance assessment.
Article 6 – Internal Control and Risk Management System
Recommendations 32 b) and 34 CEO – Internal Control and Risk Management System
The Board of Directors identified the Executive Director with the role of Chief Legacy Officer as the Director responsible for setting up and maintaining the Internal Control and Risk Management System, based on the experience gained over the years and the knowledge of Brembo’s business sector and in continuity with the governance model for the Risk Management and Control System implemented to date.
4.3.9 Disclosure pursuant to Article 10 EU Directive on Takeovers
In accordance with the Dutch Takeover Directive (Article 10) Decree ( Besluit artikel overnamerichtlijn, the “Decree”), the Company makes the following disclosures: on 31 December 2025, the issued share capital of the Company consisted of €8,821,962.79 and was composed of:
| Share Type | Nominal Value | Number of Shares |
|---|---|---|
| ordinary shares | €0.01 each | 333,922,250 |
| Special Voting Shares A | €0.01 each | 6,490,608 |
| Special Voting Shares B | €0.02 each | 2,644,804 |
| Special Voting Shares C | €0.03 each | 178,831,271 |
The total number of voting rights was 882,196,279. For information on rights attached to ordinary shares and Special Voting Shares, please see paragraph 2.1 (Capital Structure and its evolution), the AoA and the SVS Terms, which can be found on the Company’s website. To summarize, such rights include pre- emptive rights upon the issue of shares, the right to attend general meetings of the Company and to speak and vote at such meetings and to resolve on and the entitlement to the distribution of such amount of the Company’s profit as remains after allocation to the reserves. Special Voting Shares do not entitle to dividend and pre-emptive rights on the issuance of shares of any class and with respect to the issuance of Special Voting Shares no pre-emptive rights exist, except for the provision of Article 16.3 of the AoA. The Company has no other outstanding or potentially deployable protective measures against a takeover of the Company; the Company has imposed no limitations on the transfer of ordinary shares. Article 13 of the AoA and the SVS Terms provide for transfer restrictions for Special Voting Shares; on the participations in the Company’s capital for which a disclosure obligation exists under sections 5:34, 5:35 and 5:43 of the Dutch Financial Supervision Act (Wet op het financieel toezicht), please see paragraph 2.3 (Major shareholders), which provides a list of shareholders who are known to the Company to have an interest of 3% or more at the stated date; no special control rights or other rights accrue to shares in the capital of the Company other than the right of holders of ordinary shares to receive Special Voting Shares if and when the terms and conditions as set out in Article 16 of the AoA and the SVS Terms are met; a mechanism for verifying compliance with a scheme allowing employees to subscribe for or to acquire shares in the capital of the Company or a subsidiary if the employees do not arrange for such verification directly is not applicable to the Company; no restrictions apply to voting rights attached to shares in the capital of the Company, nor are there any deadlines for exercising voting rights. The AoA allow the Company to cooperate in the issuance of registered depositary receipts for ordinary shares, but only pursuant to a resolution to that effect of the Board of Directors. The Company is not aware of any depository receipts having been issued for shares in its capital; the Company is not aware of the existence of any agreements with shareholders which may result in restrictions on the transfer of shares or limitation of voting rights;
2025 Brembo Annual Report 168
Index
| 1. | Letter from the Executive Chairman |
| 2. | Vision and Mission |
| 3. | Corporate Highlights |
| 4. | Directors’ Report |
| 5. | Sustainability Statement |
| Corporate Governance | |
| Financial Statements |
the rules governing the appointment, suspension and dismissal of Directors are stated in the AoA. All Directors are appointed by the general meeting. The Board of Directors nominates a candidate for each vacant seat. A nomination by the Board of Directors will be binding. The general meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by a majority of at least half of the votes cast in the general meeting provided such majority represents more than half of the issued share capital of the Company. If the nomination is deprived of its binding character, the Board of Directors will be allowed to make a new binding nomination. If a nomination has not been made or has not been made in due time, this shall be stated in the notice and the general meeting shall be free to appoint the relevant director at its discretion. Each Director may be suspended or removed by the general meeting at any time. A resolution of the general meeting to suspend or remove a Director other than pursuant to a proposal by the Board of Directors requires an absolute majority of the votes cast. An executive director may also be suspended by the Board of Directors. The amendment of the AoA is governed by Article 43 of the AoA. The general meeting may adopt a resolution to amend the AoA with an absolute majority of the votes cast. Any such proposal must be stated in the notice of the general meeting; the general powers of the Board of Directors are stated in Article 17 of the AoA and in the Board of Directors Rules. In particular, according to Article 6 of the AoA, the Board of Directors will be the competent corporate body to issue shares for a period of five years with effect from 24 April 2024. The Board of Directors is also authorized to limit or exclude pre-emptive rights of shareholders when issuing ordinary shares or granting rights to subscribe for ordinary shares, for the same term. After the five-year term, shares may be issued pursuant to a resolution of the general meeting unless the Board of Directors is designated to do so by the general meeting. Such designation can be made each time for a maximum period of five years and can be extended each time for a maximum period of five years. A designation must determine the number of shares of each class concerned which may be issued pursuant to a resolution of the Board of Directors. A resolution of the general meeting to designate the Board of Directors as the body of the Company authorized to issue shares can only be withdrawn at the proposal of the Board of Directors. The body of the Company resolving to issue shares must determine the issue price and the other conditions of issuance in the resolution to issue. After the five-year term, pre-emptive rights may be restricted or excluded by a resolution of the general meeting. However, with respect to an issue of ordinary shares pursuant to a resolution of the Board of Directors, the pre-emptive rights can be restricted or excluded pursuant to a resolution of the Board of Directors if and insofar as the Board of Directors is designated to do so by the general meeting. Pursuant to Article 8 of AoA, the Company is entitled to acquire fully paid-up shares in its capital with due observance of the relevant statutory provisions. Acquisition of the Company’s own shares for valuable consideration is permitted only if the general meeting has authorized the Board of Directors to do so. Such authorization will be valid for a period not exceeding eighteen months.The general meeting must determine in the authorization the number of shares which may be acquired, the manner in which they may be acquired and the limits within which the price must be set. The Board of Directors may, without authorization by the general meeting, acquire its own shares for the purpose of transferring such shares to employees of the Company or of a group company ( groepsmaatschappij ) under a scheme applicable to such employees, provided such shares are listed on a stock exchange; the Company is not a party to any significant agreements which will take effect, will be altered or will be terminated upon a change of control of the Company as a result of a public offer within the meaning of section 5:70 of the Dutch Financial Supervision Act, provided that certain of the loan agreements entered into by the Company contain clauses that, as is customary for financing agreements of similar type, may require early repayment or termination in the event of a change of control of the Company; the Company did not enter into any agreement with a Director or employee of the Company providing for a payment upon the termination of employment as a result of a public offer within the meaning of section 5:70 of the Dutch Financial Supervision Act.
4.3.10 Risk Management, Control and Responsibility Statement
In accordance with best practices 1.4.2 and 1.4.3 of the DCGC, it is confirmed that:
- this report describes the design, operating and effectiveness and the assessment of the effectiveness of the internal risk management and control systems, in accordance with international best practices and the standards of reference adopted such as ISO31000 and the CoSO Framework;
- a description of the risk management process, the risk appetite and the main risks (all types of risks referred to the best practices 1.2.1 of the DCGC) are detailed in paragraph 4.4;
- it provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems as set out in the Internal Control and Risk Management System section of this report, where no major failings were identified in the 2025 financial year (please refer to paragraphs 4.3.3 and 4.4 of Corporate Governance Section);
- the internal risk management and control systems provides reasonable assurance that the 2025 financial reporting does not contain any material inaccuracies. The Internal Control and Risk Management System section of this annual report provides further details (please refer to paragraph 4.3.3.1 of Corporate Governance Section);
- the internal risk management and control systems provide at least limited assurance that sustainability statement is free from material misstatements (please refer to paragraph “GOV-5, Risk management and internal Controls over Sustainability Reporting”, in the Sustainability Statement Section of this Annual Report);
- the Board of Directors examined the periodic reports of the Chairwoman of the Audit, Risk and Sustainability Committee (dated 29 July 2025 and 18 March 2026) and of the Executive Director in charge of the Internal Control and Risk Management System, as well as those concerning the activities undertaken and planned by the Company’s Internal Audit GCF and the meetings conducted by the Chief Internal Audit Officer and the Chief Sustainability & Risk Officer, with the Executive Chairman and the CEO and acknowledged that the Internal Control and Risk Management System for the 2025 is appropriate to the Group’s structure and type of business, suited to prevent the risks identified and able to ensure sustainable success. Furthermore, the 2025 Brembo Annual Report 169 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. accounting standards and procedures were properly applied for the purpose of preparing the periodic financial reports;
- based on the activities carried out by the relevant departments, the activities and the opinion expressed by the Audit, Risk and Sustainability Committee and the Executive Director in charge of the Internal Control and Risk Management System, the Board of Directors states that Brembo internal risk management and control systems provides comfort that the identified operational and compliance risks faced by Brembo are effectively managed (in line with the set risk appetite). However, given the inherent limitations of such systems, the assessment of the effectiveness cannot provide absolute certainty that all material risks have been identified and mitigated at all times;
- in light of the current situation, financial reporting is prepared on a going-concern basis, as management has assessed the existence of the requirements (please refer to paragraph 5.2.1. of the Financial Statement, of this Annual Report). Compliance with the DCGC is evident in factors such as the Group’s strong cash position, the available credit facilities, the Group’s risk management, and the Group’s ability to meet its obligations without substantial restructuring or selling of its assets. For more detailed information please refer to the paragraph 4.4;
- this report states those material risks and uncertainties that are relevant to the expectation of the Company’s continuity for the period of 12 months after the preparation of the report. The Internal Control and Risk Management System section of this annual report together with the group performance section provides clear substantiation of the above- mentioned statement.
4.3.11 Report of the Non-Executive Directors
Below is provided the Report of the Non-Executive Directors for the financial year 2025, as referred to in best practice provision 5.1.5 of the DCGC.
4.3.11.1 Supervision by the Non- Executive Directors
The Non-Executive Directors are in charge of supervising the policies implemented by the Executive Directors and the general affairs of the Company and its subsidiaries, including the deployment of the strategy of the Company regarding long-term value creation. The Non-Executive Directors, also with the support of committees, supervise at least the following key elements: ensuring compliance with all relevant laws and regulations, the AoA and good corporate governance practice; integrity and quality of financial and sustainability reporting, ensuring the adequacy of financial controls and risk management systems; and reviewing the performance of the Board as a whole, each Director individually, and the committees of the Board.
Regarding participation in the formulation of the long- term sustainable value strategy and the supervision of the Non-Executive Directors on its implementation, the Non-Executive Directors (in line also with the Company’s culture), at Committee meetings for those who are members of them, as well as collectively within the Board:
- discussed strategic matters with the Executive Directors during meetings of the Board of Directors, including potential acquisitions and disposals, extraordinary transactions, financing operations, yearly budgets and long-term business plans and the annual, half yearly and quarterly financial reports;
- participated in Board resolutions designed to establish the Company’s strategy;
- assessed the Internal Control and Risk Management System as adequate and effective and also examined the financial and sustainability reporting process;
- examined the ESG matters including sustainability, diversity and climate implications;
- monitored progress on the global sustainability strategy and approved the sustainability statement contained in the annual report;
- approved the contents of the remuneration policy, taking into account the criteria detailed in the remuneration report;
- having heard the opinion of the Audit, Risk and Sustainability Committee, approved the adjustment to the external auditors’ fees for 2025 audit activities related to non-financial reporting.
During 2025, supervision of the Non-Executive Directors as part of the activities of the committees was carried out, inter alia, while performing the activities listed below.
4.3.11.2 Committees activities during 2025
The Board of Directors has established the Audit, Risk and Sustainability Committee and the Remuneration Appointment Committee. Further details on how these committees have carried out their duties are set forth in paragraphs 3.2.1 (Remuneration and Appointment Committee) and 3.2.2 (Audit, Risk and Sustainability Committee). The Non-Executive Directors have been regularly informed by each committee of their deliberations and findings in accordance with the best practice provision 2.3.5 of the DCGC, and the conclusions of those committees were considered when drafting this Report of the Non-Executive Directors.
A. 2025 Audit, Risk and Sustainability Committee activities
| No. of meetings | Meetings dates | Meetings duration | Attendance rate |
|---|---|---|---|
| 8 | 27.01, 28.02, 12.03, 05.05, 23.07, 29.09, 28.10, 16.12 | 4.30 hours | 100% |
2025 Brembo Annual Report 170 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
Financial reporting process
The committee oversaw the effectiveness of the audit process and assessed and expressed its opinion on the proper use of the accounting standards and their consistency within the Group for the purpose of preparing the consolidated financial statements, based on the information provided by the Chief Administration & Finance Officer, and their consistency for preparing the financial statements.# Within these tasks, during 2025 the committee:
- was periodically updated on the finance organizational structure;
- has been updated on activities in progress for the preparation of additional financial information as at 31 March and 30 September 2025 and the 2025 Half-Yearly Report, monitored the financial reporting process, and analyzed the activities carried out in accordance with the financial compliance standards (and its extension to Group companies);
- has analyzed methodology, criteria and calculation procedures used for the purposes of the impairment as at 30 June and 31 December 2025;
- has been periodically updated about the Net financial position and free operating cash flow trends as well as the Company financing and fundings;
- has examined the reports regularly provided by the Chief Administration & Finance Officer on significant or particularly important transactions carried out by Brembo N.V. and its subsidiaries;
- has been informed about the action plan defined by the Company related to the main points of attention identified in the management letter by the external auditor (that did not reveal significant deficiencies in the internal control system);
- has been informed about the update of the governance documents as part of the Cooperative Compliance procedure (Group Tax Compliance Model, interpretive risk policy);
- has examined the credit management guidelines consistent with Risk Appetite;
- has been informed about tax/customs policy and issues of the Group and about the Tax Control Framework implementation within the Group and on tax/customs issues;
- has been informed about 2025 activities and findings relating to financial compliance;
- has analyzed the accounting principles for the preparation of the financial statements for the 2025 fiscal year and the process of preparing the 2025 Annual Report for approval by the Board of Directors on 18 March 2026.
Risk management
The committee was updated on a regular basis by the Chief Sustainability & Risk Officer on the following items related to Brembo Enterprise Risk Management:
- Risk Appetite Framework (RAF) and the update to the Guidelines on the Internal Control and Risk Management System;
- update of the risk management procedure, resulting, among other things, from the introduction of the RAF;
- update to the Climate Change Risk Assessment;
- insurance renewals and risk financing, which confirm the central role played by the captive company Brembo Reinsurance AG;
- ERM risk mapping process;
- plan for financing insurance risks and new insurance covers (September 2025);
- periodic Enterprise Risk Management process, reviewing the update to Brembo’s risk report as of 31 December 2025 and the Heat Map of the Group’s risk profiles (including ESG related risks) and the action/mitigation plans prepared and launched by management.
Moreover, the committee examined the results of mapping the management systems of Level II Entities, with the aim of strengthening the monitoring of operational and compliance risks. The entities assessed the certainty of their operational risk and compliance management and supervision systems, providing a description of their management methods, information flows, audits, existing certifications and/or reference frameworks. At the same time, the document “Policies on the Internal Control and Risk Management System” was updated, coordinated by Internal Audit GCF.
During 2025, the Audit, Risk and Sustainability Committee:
Internal Control System and Internal Audit
The Audit, Risk and Sustainability Committee supported the Board of Directors in constantly monitoring activities relating to the design, implementation and management of the Internal Control and Risk Management System. In carrying out its duties, the committee:
- has closely worked in a structured manner to gain a comprehensive understanding of the company's Internal Control and Risk Management System and to be able to express its assessments to the Board;
- has had access to the information and company functions necessary from time to time, availing itself of expert consultants where deemed necessary, in compliance with the budget approved by the Board of Directors;
- has also coordinated and exchanged information on an ongoing basis, through meetings, with the Director responsible for the Internal Control and Risk Management System, the Supervisory Committee, the Chief Sustainability & Risk Officer, the Chief Administration & Finance Officer, the Chief Internal Audit Officer, and the Governance & Compliance area;
- has examined the 2025 changes to DCGC 2025 relating to the “Verklaring Omtrent Risicobeheersing ” (VOR), both in a meeting with the External Auditor and subsequently with management;
- has been involved in the Internal Audit Global Central Function’s process of drawing up the Company’s audit 2025 budget and 2025 plan and it constantly monitors the progress of the latter;
- has examined and discussed the activities carried out by the Internal Audit GCF and relevant findings (compliance, management and monitoring activities as follow-up campaigns, continuous monitoring and follow-up on field), agreeing on methods and timing for the receipt of periodic or event-based information, with particular reference to significant events subject to audits;
- has examined the audit plan prepared by the Internal Audit GCF for 2025, in accordance with paragraph 1.3.3 of the DCGC, together with the budget for that GCF for 2025;
- was kept constantly informed about the reports received and the related investigations carried out by Internal Audit GCF, as well as about updates to the Whistleblowing Procedure;
- has received and examined the annual reports of the DPO, the Director in charge of the Internal Control and Risk Management System, and the Chief Internal Audit Officer.
These activities and relevant findings did not reveal any significant critical issues and allow the committee to confirm the substantial adequacy of the Internal Control and Risk Management System.
External auditor
The external auditor periodically attended the meetings of the Audit, Risk and Sustainability Committee:
- to share the development of the audit plan to review the findings and outcomes of the audit work on the annual and semi- annual accounts;
- to discuss the findings and outcomes of management letter for both financial and non-financial reporting;
- to be informed about the activities done by the Company and by the committee in connection to the drafting of the non- financial reporting and the definition of the double materiality analysis so that it received all the information that was necessary for the performance of his work;
- to discuss the audit plan for the 2025 financial year and conduct the interview relating to the 2025 Fraud Risk Assessment in accordance with auditing standard SAS 99 and ISA 240.
In addition:
- on 5 May 2025, the committee examined the proposal for the engagement of the external auditor for the legal audit activities for the 2025 financial statements by Deloitte Accountants B.V. and Deloitte & Touche S.p.A., expressing a positive opinion with a view to approval by the Non-Executive Directors on 8 May 2025;
- on 2 March 2026, the committee examined the proposal of the audit fees for the audit of the non-financial reporting in 2025, expressing a positive opinion with a view to approval by the Non-Executive Directors on 18 March 2026.
The committee periodically reviewed and monitored the independence of the external auditor and discussed the external auditor's non-audit services and related network pursuant to the "procedure for the assignment of non-audit services”.
2025 Brembo Annual Report 171 Index
- Letter from the Executive Chairman
- Vision and Mission
- Corporate Highlights
- Directors’ Report
- Sustainability Statement
- Corporate Governance
- Financial Statements
Sustainability
In supporting the Board of Directors in its assessments and decisions relating to the sustainability issues and the preparation of the Non-Financial Report, the committee:
- has been periodically informed and updated about the legal developments on relevant sustainability legislation and its possible impact and measures required for the Company, and on the implementation into Dutch law of Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive);
- has discussed the double materiality analysis, examined the financial materiality and finally validated the double materiality analysis;
- has been periodically informed about the results of the stakeholder engagement on the double materiality analysis;
- has analyzed the final draft of the 2025 Sustainability Statement (11 March 2026).
Moreover, with reference to the ESG items the committee was updated on:
- new Human Rights Policy;
- contents of the voluntary sustainability report;
- ongoing activities for the implementation of the internal control system relating to sustainability reporting.
Analysis of specific risks and monitoring of the improvement plans launched by management
The committee was updated by:
- Transformation GCF: update on Ishango project, IT Risks, Cybersecurity System and NIS2.
- Communications GCF: guidelines for managing sustainability communications (May 2025).
- Industrial Operations GCF: safety aspects in contract management with a focus on construction sites.
- Purchasing GCF: update on organization and on sustainability issues and projects regarding supply chain.
- Legal and Corporate Affairs GCF: Artificial Intelligence (AI) Act: risk assessment and governance; approval of the Corporate Governance Code for AI application and development.
- Data Protection Officer: information on GDPR issues.
- Administration & Finance GCF: Group Tax Compliance Model and guidelines on the interpretation of the tax risks.
- People & Organization GCF: organizational updates.
- Investor Relations GCF & Sustainability & Risk GCF: ESG Rating.
- GCF Quality: Risks and improvement of the risk management in quality process.Environment & Energy area: results of CDP 2025 Questionnaire and risk of Environment & Energy and related mitigation actions. Financial Control GCF Scrapping process - procedures and controls in place and summary of goods scrapping in 2025. The Chairwoman of the Audit, Risk and Sustainability Committee also met with the Chairman of the Supervisory Committee and several Country General Managers of the Group's foreign companies to assess the main risks and the adequacy of local compliance programs.
Related party transactions During 2025, the committee in its role of Related Party Transaction Committee: was regularly updated regarding Brembo’s list of related parties; reviewed the related party transactions concluded by the Company during the reporting period based on periodic reporting pursuant to Article 3.4 of the Related Party Transactions Procedure; gave an opinion on framework resolutions pursuant to Article 3.9 of the Related Party Transactions Procedure.
B. 2025 Remuneration and Appointment Committee activities
| No. of meetings | Meetings dates | Meetings duration | Attendance rate |
|---|---|---|---|
| 3 | 11.03, 15.07, 17.12 | 2 hours | 100% |
The main activities carried out by the Remuneration and Appointment Committee during 2025 were as follows:
11 March 2025 The committee:
* with reference to remuneration:
* evaluated the closing results of the short-term annual incentive plan (2024 MBO);
* examined and approved the closing results of the long-term incentive plan (2022-2024 LTIP);
* examined and approved the new LTIP 2025-2027 and the relevant Regulation;
* examined and approved the 2024 Remuneration Report;
* examined and approved the Remuneration Policy for the years 2025, 2026 and 2027;
* examined the progress status of the DEI targets as set by the Board of Directors on 30 July 2024;
* with reference to appointments:
* assessed the existence of the requirements for the position of Directors as set forth in the Board Rules and the Board Profile pursuant to the DCCG and the compatibility with other positions held by each Director;
* assessed the existence of the requirements for the position of Supervisory Committee members as set forth in Brembo 231 Model.
15 July 2025 The committee:
* examined the results of the AGM votes on 2024 Remuneration Report and on the 2025-2027 Remuneration Policy;
* was informed on the Equal Pay Analysis;
* examined the progress status of the DEI indicator for management in the first half of 2025.
17 December 2025 The committee:
* examined the 2025 Board Performance Evaluation results, assessed the size and composition of the Board of Directors, made the proposal of amendment of Schedule 3 (“Board Profile”) of the Board Rules and expressed its favorable option in order to submit it to the BoD;
* has been informed by the People & Organization GCF about:
* organizational changes: state of progress of the 2025 STI and 2025-2027 LTIP indicators;
* state of progress of the Gender targets and the relevant action plan;
* state of progress of the Gender Equality certification;
* the communication through the SER Platform about the progress of the Gender targets and relevant actions for their improvement;
* examined a remuneration study and benchmarking on CEO retribution package.
12 March 2026 The committee:
* with reference to remuneration:
* evaluated the closing results of the short-term annual incentive plan (2025 MBO);
* examined and approved the 2025 Remuneration Report;
* examined and approved the proposal for the amendment to the Remuneration Policy 2025-2027;
* examined the progress status of the DEI targets as set by the Board of Directors;
* with reference to appointments:
* assessed the existence of the requirements for the position of Directors as set forth in the Board Rules and the Board Profile pursuant to the DCCG and the compatibility with other positions held by each Director;
* assessed the existence of the requirements for the position of Supervisory Committee members as set forth in Brembo 231 Model;
* examined and made proposals for candidates and assessed the independence according to the DCGC for the appointments and reappointments for BOD renewal at the AGM on April 2026.
2025 Brembo Annual Report 172
Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
Corporate Governance
Financial Statements
C. 2025 Internal Audit activities
During 2025, the Internal Audit GCF operated based on the three-year audit plan approved by the Board of Directors on March 2025, which is updated on a yearly basis considering the changed risk scenarios. In particular, the results of the audit and monitoring activities carried out and presented by the Internal Audit GCF in the 2025 reporting period refer to no. 166 activities, and specifically:
* no. 54 operational audits, of which no. 13 in the IT area and no. 10 consulting projects;
* no. 17 compliance audits and no. 21 ethical audits;
* no. 2 audits relevant to Legislative Decree 231/01;
* no. 17 Financial Compliance testing and re-testing activities, mainly carried out with COT methodology together with the compliance area;
* results of one follow-up activities;
* results of no. 1 follow-up activities on action plans emerging from audits carried out by third parties;
* no. 1 organizational risk assesment activities;
* results of no. 52 continuous auditing activities through identified KRIs and follow-up campaigns in order to verify the implementation of the action plans agreed upon with the various areas in view of the findings emerged during the audit activity.
Throughout 2025, the Internal Audit GCF continued its monitoring of management of main risks, including through follow-ups of the improvement plans defined by management. It also performed continuous monitoring through data analytics tools on several operating risks, in addition to providing Brembo’s management with information and training regarding the Internal Control and Risk Management System.
During 2025, Internal Audit GCF continued the process of adapting to the new Global Internal Audit Standards that came into force in January 2025. As a Self-Assessment Quality Assurance and to define the schedule of improvement actions, it worked on updating the most relevant internal procedures. All these activities are preparatory to the quality certification scheduled for 2026.
Following updates to the Dutch Corporate Governance Code, the Board must include in the 2025 Annual Report a statement on the adequacy and effectiveness of risk management and internal control systems, especially for operational and compliance risks. To prepare this declaration, the Internal Audit, Sustainability & Risk and Legal & Corporate Affairs GCFs worked alongside the Executive Director responsible for the Internal Control and Risk Management System. Together, they addressed requests to the second-level governance systems with the aim of:
* assess the Level of Certainty of each Management System in overseeing Operational and Compliance Risks;
* describe risk-management methods, controls, information flows.
In the meeting of 2 March 2026, the Chief Internal Audit Officer submitted to the Audit, Risk and Sustainability Committee his annual report on the adequacy of the Internal Control and Risk Management System, based on the outcome of the activities performed in the year of reference. Then he presented it to the Board of Directors on 18 March 2026.
4.3.11.3 Independence of Non- Executive Directors
This information is reported by the Non-Executive Directors pursuant to the best practice provision 2.1.10 of DCGC. Based on the declarations received from each Non- Executive Director and the discussion carried out during the annual verification of the requirements for the Company’s permanence, the Remuneration and Nomination Committee and, subsequently, the Non-Executive Directors verified the existence of the independence requirements of the Directors. On 18 March 2026, the Non-Executive Directors assessed and confirmed that the independence requirements according to the DCGC continued to be met by 6 of the 7 Non-Executive Directors, namely Manuela Soffientini, Elisabetta Magistretti, Elizabeth Marie Robinson, Michela Schizzi, Giancarlo Dallera and Gianfelice Rocca.
4.3.11.4 Board performance evaluation/assessment
Pursuant to best practice provisions 2.2.6 and 2.2.7 of the DCGC, the Board of Directors in office from 20 April 2023, initiated a three-year self-assessment process broken down into three stages, in line with the 2023-2025 Board term as follows:
| Year of term | Focus | Description | Activities |
|---|---|---|---|
| 2023 | Initial photography | Analysis of improvement trends | Evaluation Tips Coordination of the Lead Non-Executive Director, with support from Brembo's Legal and Corporate Affairs GCF. Use of questionnaire and, if necessary, individual interviews with councilors. |
| 2024 | Insight into the dynamics of Board and Committee operation | Focus on functioning in line with the principles of the DCGC and the new regulations of the Board of Directors and the committees | Evaluation Tips Coordination of the Lead Non-Executive Director, with support from Brembo's Legal and Corporate Affairs GCF. Use of questionnaire and, if necessary, individual interviews with councilors. |
| 2025 | End of term review and proposals in view of the new term | The end-of-term evaluation and assessment process is designed to obtain recommendations and proposals for the renewal of corporate offices and thus the size and composition of the new Board of Directors and committees. | Coordination of the Lead Non-Executive Director, with support from Brembo's Legal and Corporate function. Use of questionnaire and, if necessary, individual interviews with councilors. |
2025 Brembo Annual Report 173
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
The work plan was shared by the Lead Non-Executive Director in the meeting with the independent Directors on 23 July 2025 and then presented to the Board of Directors on 29 July 2025.
The assessment:
* is conducted by the Directors filling in individual questionnaires. Brembo’s Legal and Corporate Affairs GCF deals with the collection and management of feedback confidentially;
* considers the replies of the Non-Executive Directors who expressed their views completing the questionnaires;
* includes the evaluation of the Board of Directors and its Committees relating to their functioning and performance, working methods, procedures other than the individual position of each member.
The findings have been analyzed by Lead Non-Executive Director and then summarized in a specific document made available firstly to the Non-Executive Directors and the relevant conclusions during a meeting of the Board of Directors held on 29 January 2026. The conclusions highlighted that the overall effectiveness of the Board of Directors in the 2023-2025 term was assessed extremely positively and confirmed as solid over time, considering the results of the BPE conducted in the previous term. The details are described in the table below.
These are the conclusions of Non-Executive Directors: all Directors meet the requirements of good standing, integrity, professionalism and respectability required by current Dutch laws and regulations.
The following Directors meet the independence requirements of the DCGC (article 2.2.8) and of the Board Rules: Elisabetta Magistretti, Elizabeth Marie Robinson, Manuela Soffientini, Michela Schizzi, Giancarlo Dallera and Gianfelice Rocca.
On the basis of the effective and constant participation in Board meetings and in the company’s various management activities by individual Directors, the offices held by Directors in other companies are considered compatible i) with the effective performance of the office in Brembo insofar as each Director is able to ensure the time commitment necessary for its effective and diligent performance, also in consideration of the provisions of the DCGC; and ii) with the limit set forth in Brembo Board Rules and in the Dutch Law.
No Director is a shareholder of any company competing with Brembo N.V. (or any other company of the Brembo Group); engages in any activity in competition with Brembo N.V. (or any other company of the Brembo Group) or is a director or manager of any company competing with Brembo N.V. (or any other company of the Brembo Group).
The composition of the Board of Directors is aligned with:
* the gender diversity ratio targets for the Board of Directors approved in the DEI Policy on 30 July 2024, as the Board of Directors is composed of 11 members, 5 of whom belong to the least represented gender (including 1 executive and at least 3 non- executive directors);
* the Board Profile stated in the Board Rules;
* the mix of expertise is adequate, also in terms of diversity of knowledge and experience (with a prevalence of directors with managerial profiles), age and tenure in office, to the Group’s size, positioning, complexity, sector specificities and strategies, prerequisites, among others, fundamental for an effective and competent management of the company.
It was also noted that Brembo’s directors further strengthened their expertise in strategy and ESG. In line with last year, the soft skills of the directors are confirmed. Finally, regarding the future composition of the Board of Directors and candidate profiles, the skills identified as priority and key for the future are innovation, AI, cybersecurity, supply chain, and automotive market experience. International experience is an added value, to be integrated with technical skills. It is also suggested that the maximum age limit be reviewed to maintain profiles with distinctive skills on the Board and that the limitations on the number of positions be assessed to ensure regulatory compliance and quality on the Board of Directors.
Summary of findings of the 2025 Board performance evaluation/assessment
| Functioning of the Board of Directors | |
|---|---|
| Clear responsibilities: | enhanced seniority and induction, continuous training. |
| Climate of trust: | open and constructive dialogue, active participation. |
| Relationship with management: | thorough preparation of meetings, high standards. |
| Information: | request to share material relating to strategic issues (Strategic Plan and M&A) in advance. |
| Organization of meetings: | timely documentation, compressed timeframes on procedural issues. |
Non-Executive Directors confirmed that the Board of Directors acted in conformity with the DCGC.
| Functioning of the Board Committees | |
|---|---|
| Effective operations and performance. | |
| Adequate skills and support. | |
| Regular in-depth reports to the Non-Executive Directors and to the Board of Directors. |
| Composition and size of the Board of Directors | |
|---|---|
| Board size considered as optimal. | |
| ESG, DEI, geopolitical and auditing skills present and balanced. | |
| Balanced combination of diversity: experience, age, gender and background. | |
| Adequate to the Group’s size, position, complexity, specific industry and strategies and aligned to the Board profile. |
Areas of excellence
The Board of Directors is solid, effective and well-structured, ensuring good governance and focusing on future challenges and emerging skills. The Board effectively supports the executive directors and management team in making strategic decisions, even in complex situations. Sessions dedicated to in-depth analysis of strategic plans have proved useful, enabling all members to contribute analytically as well as in governance terms.
4.3.12 Corporate governance report 2025
The corporate governance report, provided for under the Dutch decree content board report ( Besluit inhoud bestuursverslag ), can be found at Corporate Governance Reports | Brembo Corporate website .
2025 Brembo Annual Report 174
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5.
4.4 Risk Management
4.4.1 RISK MANAGEMENT PROCESS
Risk management is key to protecting the Company’s value in a historical period that continues to be marked by great volatility and uncertainty at global level. This is particularly relevant for the automotive sector, which is facing major transformations from different perspectives (technological, geographical, etc.) that create both risks and opportunities. At Brembo, risk management is an integral part of decision-making and business operations and a key factor in achieving the Company’s long-term goals.
In accordance with the Internal Control and Risk Management System (see section 4.3.3 Internal Control and Risk Management System for further details regarding Brembo ICRMS), the Management Team serves as the primary line of defence in risk management, bearing responsibility, ownership, and accountability for evaluating, mitigating, and monitoring internal and external risks associated with Brembo’s strategy and activities. Furthermore, Brembo has implemented an Enterprise Risk Management (ERM) framework within its Internal Control and Risk Management System that outlines the procedures and the responsibilities to be followed by corporate functions and business units to identify, assess, manage, and monitor strategic, operational, compliance and reporting risks.
Brembo has designed and defined the main components of its risk management framework (e.g., definitions and taxonomy, guiding principles and, the overall process framework as outlined in the Company’s risk management guidelines and procedures). To this end, Brembo has established processes with defined roles and responsibilities, structured into two main interconnected areas:
* ERM framework, which takes into account and is informed by the principles of ISO 31000 and in accordance with international best practices, and sets out continuous, cross-functional processes across the Group. It is organized into three main macro-processes:
* Assessment and management of the risks of organizational areas (“bottom-up” process);
* Assessment and management of the main corporate risks (“top-down” process);
* Assessment of risks and opportunities linked to the Strategic Plan;
* Project Risk Management process, to identify and manage risks before and during project execution (product development, real-estate projects, etc.).
These processes are designed to identify, assess, and mitigate risks, while also serving as a support tool for achieving short-, medium-, and long-term objectives, taking into account the evolution of the corporate mission and strategic goals, as well as the social, economic, and geopolitical context in which the Group operates.The ERM framework provides for the maintenance of a Risk Register, which is updated at least once a year and encompasses the main risks, including the emerging ones, that the Group may face in the short and medium term, as well as the relevant mitigating actions (“as is” and “to be”). Risks are also monitored during regular management meetings where the results, opportunities and risks for the business areas and the geographies in which Brembo operates are analyzed and where necessary actions are also defined to mitigate new internal or external risks.
RISK APPETITE
On May 8, 2025, the Board of Directors approved Brembo’s Risk Appetite Framework. The Risk Appetite Framework (RAF) further enhances the Company’s Internal Control and Risk Management System by formalising a structured methodology for assessing, articulating, and monitoring risk thresholds in line with Brembo’s strategic objectives. Brembo’s RAF defines the organization’s risk appetite across multiple categories, ensuring alignment with its established risk model and encompassing the majority of risks identified in the Risk Register. Each year, as part of the ERM risk assessment process, the mapped risk events are formally evaluated against their respective risk appetites. The RAF also sets specific tolerance thresholds for specific financial risks. These thresholds are regularly monitored, under coordination by the relevant GCFs. Additionally, an escalation process has been defined to ensure that potential deviations are proactively managed. By facilitating an agile framework that enables responsiveness to both internal developments and external market dynamics, the RAF also supports the further enhancement of a Company’s culture already pursuing informed risk-taking.
The risk categories identified within Brembo’s RAF have been assigned one of the following four levels of risk appetite:
- Zero Tolerance Vision: Brembo does everything possible to avoid risks by adopting rigorous measures to prevent violations;
- Low Appetite: the Group tolerates low risks in areas where negative impacts outweigh benefits;
- Medium Appetite: Brembo accepts medium risks to seize significant opportunities, carefully balancing risks and rewards;
- High Appetite: the Group tolerates high risks to pursue ambitious goals and achieve potentially high benefits.
A risk statement is also drawn up for each risk category to provide a detailed explanation of Brembo’s appetite towards that risk.
The Board of Directors — particularly through the role of the Executive Director in charge of the Internal Control and Risk Management System, assisted by the Audit, Risk and Sustainability Committee — is responsible for setting, maintaining and regularly reviewing the Risk Appetite Framework. Based on the most recent evaluation conducted by the Board of Directors, no risk categories have been designated as having a High Appetite, while a Zero Tolerance Vision Appetite has been set for the following categories: Health, Safety and Environment; Legal and Compliance; Tax Management. The Risk Appetite for operational risks may be either Zero-Tolerance-Vision or Low, depending on the specific risk.
RISK FINANCING
In order to manage the volatility and financial impact of possible detrimental events, Brembo transfers the residual risks, when insurable and advisable in terms of efficiency, to the insurance market. Brembo’s changing needs over the years have been largely and specifically reflected in its customized 2025 Brembo Annual Report 175 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. insurance coverages, which have been optimized and upgraded to mitigate the Company’s exposures. Thanks to international insurance programs, all Brembo Group companies are currently covered against the following key risks: property all risks and business interruption, general liability, product liability, product recall, marine and transportation, environmental liability and Directors & Officers liability. Additional coverage has been arranged locally based on the specific requirements of local legislation, collective labor contracts and/or corporate agreements. Insurance analysis and transfer of the risks to which the Group is exposed are conducted in collaboration with a leading insurance broker, which supports this process with its international organization and is also responsible for the compliance and management of the Group insurance programs at global level.
In line with the approach pursued also by other multinationals, in 2023, Brembo set up its own captive reinsurance company — Brembo Reinsurance AG based in Zürich, Switzerland — that reinsures a portion of the risks transferred to the insurance market, such as liability, product recall, property damage, and business interruption. Driven by the expansion of the Brembo Group’s business in recent years, this transaction has proved strategically beneficial, giving Brembo direct access to the international reinsurance market and allowing it to better adapt its risk transfer practices to the evolving insurance market’s conditions and ensure greater flexibility and autonomy.
4.4.2 RISK FACTORS AND MITIGATION STRATEGIES
The Group is exposed to the consequences of both volatility and changes in external factors (e.g., currencies fluctuations) and internal risks associated to business operations and processes. According to the nature of the risk, the Group may conduct ad-hoc sensitivity and/ or scenario analyses to assess emerging material risks and their potential impact on profitability, sales and/or financial position (e.g. the impact of tariffs in 2025). For more information on financial risks, please refer to “Financial Risk Management” in the Financial Statements section of this Annual Report. To mitigate its business risk exposures, the Group implements relevant mitigation strategies aimed at reducing the likelihood of occurrence and the potential impact of those risks. This section will describe the main risks that the Group may face according to the following classification: strategic risks; operational risks; legal and compliance risks; financial and reporting risks. The risks outlined below are not exhaustive. There may be additional risks, currently unknown to Brembo or deemed immaterial or minor, that could evolve into significant factors affecting the Group. For an in-depth focus on the sustainability risks, please refer to the Sustainability Statement section of this Annual Report. The order in which risks are discussed does not imply classification in terms of likelihood of occurrence or possible impact.
STRATEGIC RISKS
Geopolitical Instability and Macroeconomic Risks
Key topics: geopolitical instability, trade tariffs, supply chain resilience, economic conditions, deterioration of macro indicators, war and war-like events
Brembo’s global presence and international partnerships expose the Company to risks associated with geopolitical developments. These risks are particularly pronounced in the current scenario of ongoing geopolitical tensions, as various political and economic disputes persist and both regional and global conflicts remain unsolved. For nearly all companies, such tensions have, or could have, a ripple effect on the supply chain resilience, translating into trade barriers, impacting sales and/or manufacturing processes and jeopardizing the value of corporate assets worldwide. Brembo’s exposure to geopolitical risks is “naturally” hedged through geographical diversification both in terms of production/supply chain footprint and sales. In addition, thanks to a largely “local for local” approach, handling of raw materials and products is generally limited, thus mitigating also the exposure to the risk of supply chain disruption and tariffs effects. Nevertheless, the Company closely monitors developments that may pose challenges to trade, including prospective tariffs from/to Mexico. In anticipation of such risks, the Company proactively runs simulations and formulates contingency strategies to mitigate potential impacts. Brembo constantly monitors the development of political, financial and security risks associated with the countries in which the political and economic context could prove unstable in the future. In case of escalation, the Crisis Committee is activated to define and implement the most adequate risk management solutions as soon as possible.
Brembo’s results are also exposed to the effects of macroeconomic factors (e.g., GDP fluctuations, interest rates level, inflation, energy and commodity prices, global trade trends) that might impact the demand level and Brembo’s operational and financial performance. Brembo’s focus on the top-end and premium market and its geographical diversification translate into a lower Group overall exposure to the volatility of those factors. In order to constantly align its production and sales forecasts and monitor the risks associated with macroeconomic and demand changes, Brembo takes into account these factors in its budgeting and strategic plan definition processes, in addition to continuously control its order portfolio, the performance of the automotive market in the various countries in which it operates and the related macroeconomic indicators.
Innovation
Key topics: competitors’ innovation, intellectual property protection, success of Brembo’s R&D and product development strategy
Brembo is exposed to risks associated with the evolution of technology, namely the risk that more competitive and/or disruptive products and technologies and/or more efficient processes are developed. To maintain its competitive edge, also in the Motorsport 2025 Brembo Annual Report 176 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.sector, Brembo invests sizeable resources in R&D, conducting applied and basic research on both existing and newly applied technologies, such as those associated with digital innovation, in addition to mechatronics. For further information, reference should be made to the Research and Development section in the Directors’ Report. Product and process innovations — those currently being used, as well as those that may be used for production in the future — are patented to protect the Group’s technological leadership. The Intellectual Property Rights area within the Research & Development GCF is responsible for managing patents and, more generally, all aspects associated with protecting the Group’s IPRs, in addition to monitoring Brembo’s potential infringement of third parties’ IPRs.
Market Trends
Key topics: structural changes of the automotive industry, growth of new OEMs, crisis of traditional OEMs, protectionism, changes in regulations, electrification
The automotive industry is undergoing a profound and structural transformation mostly driven by electrification. Such transition is posing several challenges to traditional OEMs as they must concurrently deal with new and more stringent regulations, the success of new competitors, the slowing demand in the EU and the rise of more protectionist stances at political level. This situation is putting pressure on traditional OEMs in multiple areas, including loss of market shares, industrial overcapacity, and labor conflicts. For many OEMs, this has resulted in weak performance, profit warnings, and management changes.
Electrification brings both challenges and significant opportunities for Brembo. While the enhanced performance offered by regenerative braking may enable to downsize traditional brakes and increasingly adopt floating callipers, the greater weight of battery electric vehicles (BEVs) requires extra braking power: this represents a chance for Brembo to expand its market presence in segments it had not previously targeted. Furthermore, Brembo is establishing itself as a solutions provider with a strong focus on digital innovation, including the development of “intelligent products” (e.g., Sensify), which complements the ongoing trend of electrification in the automotive industry.
Brembo focuses on the top-end and premium segments of the automotive sector and generates most of its revenue in Europe, North America and China. Nevertheless, the Company continues to face risks associated with the ongoing transformation within the automotive industry. To reduce the risk of segment/market saturation in the countries where it operates, the Group has forged ahead with its sales geographical diversification strategy, increasingly and successfully looking for business opportunities with new OEMs and geographies and is gradually broadening its product range by developing new products, solutions and services for its customers, in line with its corporate mission statement.
Climate Change
Key topics: climate change transition, physical risks
Brembo is strongly committed to responding to the challenges posed by climate change, to improving the Group’s resilience and to seizing the opportunities arising from the transition to a low-carbon economy. A key element to achieving this objective is the active management of climate-related risks and opportunities and their impacts. In this context, Brembo has been conducting a Climate Change Risk Assessment (CCRA) country by country in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) for some years. The evaluation, carried out both on Brembo locations and selected suppliers, is updated annually and involves a scenario analysis and a qualitative and quantitative assessment of the main risks and opportunities with regard to physical risks and transition risks over various time horizons.
The main exposures to physical risks regard: flood risk, limited to certain sites which are already protected with hydraulic barriers; water stress, for which specific mitigation solutions have been implemented (water supply alternatives, storages, etc.); and atmospheric events (for which limited impacts are expected). The main opportunities generated by the climate change transition include the possibility of expanding the Group’s segments and value chain thanks to new products (e.g., Sensify) and the appreciation and spread in the market of products with a high environmental performance (e.g., Greenance Discs). Additional possible risks include the spread of alternative mobility solutions and risks in connection to the achievement of the net zero target and the possible implementation of systems of taxation associated with externalities (e.g., “cap-and-trade” systems). For further details, reference should be made to the Sustainability Statement section of this Annual Report.
Investment Projects
Key topics: country risks, natural hazards, damage to assets, interdependencies
Investments in certain countries may be influenced by geopolitical risks, as well as by major modifications of the local regulatory framework, which could result in changes in the economic conditions existing at the time of the investment. Moreover, climate change is reshaping the appeal of industrial production sites — and in the future it will perhaps redefine also their suitability — because of high or increasing exposures to risks such as water scarcity and natural hazards. For this reason, before investing in a country, Brembo assesses the country risks and the site’s exposure to natural hazards. Additionally, risks connected to real-estate developments (delays, damages, liabilities, etc.) are assessed and managed through the support of different internal areas and external consultants. As regards M&A activities, transactions are coordinated by the Business Development GCF to mitigate the risks through a structured due diligence process. The evaluation of the target risks plays a central role in this process and also covers Environmental, Social and Governance aspects.
OPERATIONAL RISKS
The main operational risks, which are intrinsic in the nature of Brembo’s business, are associated with the supply chain, the unavailability of production facilities, product quality, Information Technology, the environment, health and safety, and people and organization.
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Index
1. Letter from the Executive Chairman
2. Vision and Mission
3. Corporate Highlights
4. Directors’ Report
5. Sustainability Statement
6. Corporate Governance
7. Financial Statements
Supply Chain
Key topics: single sourcing, high dependency on suppliers, supply chain resilience, logistics and transportation, suppliers’ quality, suppliers’ compliance to sustainability requirements
The main risks associated with the supply chain include dependence on single suppliers, i.e., the event in which supplier disruption may jeopardize Brembo’s ability to fulfil clients’ orders in a timely manner. In response to this risk, the Purchasing GCF identifies, where possible, alternative suppliers as potential replacements for goods and services deemed strategic, whereas the Quality GCF monitors and ensures the robustness and stability of the supply chain in providing products that meet the requirements of Brembo and its customers. The supplier monitoring process provides for assessing suppliers’ financial stability, especially in light of the increasing pressure on the profitability of automotive value chains following current market trends (OEMs’ market share redistribution, EU market stagnation). In addition, monitoring focuses on the ability of production capacity to manage sudden demand fluctuations and/ or difficulties linked to logistics and transportation — aspects that have grown in importance following the pandemic emergency, the conflict in Ukraine, and the impact of the Israeli-Palestinian war on the Red Sea route. These events have led to a redefinition of maritime routes, coupled with transit volume restrictions at the Panama Canal. Those preliminary measures are part of the actions put in place to mitigate the risk of disruption/limitation of Brembo’s operations due to events related to its supply chain. In particular, besides its broadly “local for local” approach, which reduces the handling of raw materials and products, strategies adopted include production replanning/ reallocation, changes in the transport channels and constant monitoring of the order backlog, also with a view to properly managing stocks.
Brembo considers the sustainability of its supply chain as highly relevant and has defined, in a specific policy, the requirements for its suppliers on topics such as labor and human rights, health and safety, ethics and the environment. Specific assessment and monitoring measures have been implemented to mitigate the risk of supplier’s non- compliance with the principles and requirements set out in the above-mentioned policy.
Property Damage and Business Interruption
Key topics: natural hazards, utilities supply discontinuity, damages to assets, production and deliveries disruption, interdependencies
Natural or accidental events (e.g., floods, earthquakes or fires), malicious behavior (e.g., acts of vandalism) or systems malfunctioning may result in damage to assets, unavailability of production facilities and discontinuity of operation at such facilities. To monitor its exposure to natural hazards, Brembo carries out specific assessments by means of specific tools and database (see also the Sustainability Statement section in this Annual Report). In addition, Brembo has reinforced its risk mitigation process through the planning of loss prevention engineering activities. The aim of this process is to reduce risk factors in terms of probability of occurrence and to implement protective measures aimed at limiting the impact of this risk and maintaining the operating continuity levels of the Group’s production facilities.Furthermore, Brembo is finalizing the expansion of its industrial capacity, increasing its industrial footprint’s resilience and further mitigating its business interruption risk.
Product Quality
Key topics: safety and quality, non- conformity, recalls, product liability, suppliers’ quality
As braking systems, together with other vehicle’s components and features, play a fundamental role in ensuring the vehicle’s safety, Brembo attaches utmost importance to the risk related to product features, both in terms of safety and quality. As widely recognized, safety represents a very critical topic within the entire automotive industry, as demonstrated for instance by the number of past recall campaigns in this sector. Similarly, quality non-conformity can lead to financial and reputational consequences and thus require proper mitigation measures to be put in place. The Group has consolidated experience and has always been committed to mitigating this risk through robust and efficient product design, product and components traceability, and quality management, both at its own and at suppliers’ plants. As part of this process, Brembo has established a global Supplier Quality Development area, specifically dedicated to quality control of components, in addition to constantly optimizing prevention activities, such as for instance Failure Mode & Effect Analysis (FMEA). In addition, the Quality GCF bears global responsibility for properly managing binding requirements and product safety standards. Specific company procedures have been established to effectively and promptly manage he risk of market recall and an Executive Committee is convened on an ad-hoc basis to assess the need to launch a recall campaign. Preliminary feasibility analyses involving suppliers are also carried out to enable adequate management of technical risks as soon as from the initial development phases, thereby ensuring product durability.
Information Technology
Key topics: IT systems continuity, data protection, cybersecurity, artificial intelligence
Brembo considers the operational continuity and security of its IT systems to be a significant priority. Hence, the Company has implemented a framework for managing cyber risks aimed at ensuring business continuity and the availability, integrity and confidentiality of data, while also ensuring compliance with the European GDPR and the national legislation applicable in the countries in which it operates. These issues are growing in importance also in light of the start of the Group’s smart factory (Industry 4.0) process and the implementation of the strategic pillars associated with the corporate mission. In 2020, the Group’s three Italian companies were certified according to the ISO 27001 international standard, which sets the requirements and defines the methods for proper, secure management of information within the Company. Over the years, certification was extended to Poland, the Czech Republic and North America. A Security Operations Center (SOC), reporting to the VP Information Security & Infrastructure, was also established to ensure real-time monitoring of cyber events in order to prevent and promptly react to possible cyber-attacks.
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| Index | |
|---|---|
| 1. | Letter from the Executive Chairman |
| 2. | Vision and Mission |
| 3. | Corporate Highlights |
| 4. | Directors’ Report |
| 5. | Sustainability Statement |
| Corporate Governance | |
| Financial Statements |
As part of its Ishango program, Brembo is implementing or migrating towards new digital systems/solutions. This program involves the migration of Group companies’ ERP (Enterprise Resource Planning), starting with pilot projects. After implementation of the first two pilot projects in 2024, the rollout continued in 2025 with completion of migration in additional countries. As part of the project governance framework, the related risks have been evaluated and their mitigation strategies defined.
Artificial Intelligence
Key topics: artificial intelligence, Brembo Solutions, cybersecurity
Brembo continues to develop its own AI solutions, both to improve its processes in terms of efficiency and quality, and to effectively respond to the needs of Brembo Solutions customers. Furthermore, the Group is using licensed AI solutions provided by third parties for internal processes and tasks, including tools to protect itself from cyber-attacks. The risks concerning AI use are related with its responsible, safe and efficient use, while failing in the implementation of AI technologies could lead to suboptimal business decisions and jeopardize the Group’s competitive ability. The mitigation actions put in place by the Group are based on two main pillars: creating an AI team formed by qualified and skilled developers and data scientists, and properly educating the internal users to the correct, efficient and responsible use of AI tools. In addition, AI aggravates the risk of fraud as more sophisticated attempts exploiting AI features (deepfakes, social engineering, phishing campaigns, etc.) could target Brembo, causing financial damage and/or loss of information. Mitigating actions include double signature for payment execution, bank power of attorney approved by the Board, release of guidelines on AI use, implementation of ISO 27001 controls, and antispam, antivirus and IP filtering systems. According to the AI Act (UE Rules n. 2024/1689) and taking into account Brembo’s innovation and technological development activities, Brembo set up a governance model dedicated to monitoring the use and development of AI tools, as follows: training of employees on AI use; mapping of Brembo activities, services and products that involve the use of AI and Classification of the risk levels of Brembo activities, services and products that use AI; identification of roles and tasks within the Brembo organization for the constant monitoring of mapping, risk classification and updating, as well as extension of the tasks of the OSP and modification of its name; approval of a new Code of Conduct for the development and use of AI aimed at identifying the principles and guidelines that all Brembo activities must follow in the direct or indirect use of AI systems, whether third-party or proprietary, in line with Brembo’s Code of Ethics and other policies.
Environment, Health and Safety
Key topics: working conditions, workers’ health and safety, environmental protection, pollution
These types of risks are intrinsic to the nature of corporate industrial operations. The Group manages them by carrying out ongoing and systematic evaluations of its exposure to specific risks and reducing or eliminating those considered unacceptable. This process is carried out through Management Systems that covers health and safety, as well as environmental aspects, compliant with the ISO 45001, ISO 14001 and ISO 50001 international standards, respectively, and certified by an independent body. In summary, the Group has implemented systematic rules and management procedures that allow it to minimize the number of accidents, as well as the impact they may have. A clear-cut assignment of responsibility at all levels, the presence of independent internal control bodies up to the Company’s highest officers, and the application of best practices in terms of international management standards testify to the Group’s commitment to health, safety, environmental and energy matters. For more information about environmental, health and safety aspects, reference should be made to the Sustainability Statement section of this Annual Report.
People & Organization
Key topics: diversity, equity and inclusion (DEI), talent attraction and retention
Brembo is committed to promoting a fair and inclusive environment, and to fostering a culture of respect for diversity and inclusion. Similarly, the Company adopts, maintains and improves policies (e.g., human rights policy), systems and processes (e.g., due diligence) designed to prevent slavery and human trafficking in its organizations. While strongly focused on achieving these goals, the Company is exposed to the risk of delays in the implementation of its strategic plan in these fields and to the risk of partial non-achievement of its objectives. Mitigation actions include clear and committed governance, specific training initiatives aimed at improving awareness, disseminating a solid DEI culture and preventing any form of discrimination, employees’ access to specific programs of assistance and support, active monitoring through communication channels (e.g., whistleblowing) open to the employees, as well as to all stakeholders. Attracting and retaining qualified personnel with the required background, values, set of skills and motivation is key to the present and future success of Brembo. However, the new trends and challenges in the labor market worldwide may affect Brembo’s capability to recruit and retain talents. Additionally, the success of the Company’s strategy is increasingly relying on skills (e.g., data and software) that are particularly sought-after in the market. The Company implements several measures to address and mitigate the above-mentioned risks, including: enhanced recruiting and employer branding strategy, continuous benchmark of the compensation and benefits offered, implementation of talent attraction and retention strategies, monitoring of employees’ engagement, training and skill upgrade strategies, strengthened partnerships with universities, schools and R&D centers, as further detailed in the Sustainability Statement S1-4 of this Annual Report.
Misinformation and Disinformation
Key topics: information manipulation, fake news, reputational attacks, social media, errors in communication
Brembo, as all companies, is exposed to risks arising from the spread of false or misleading information—whether unintentional ( misinformation ) or deliberately fabricated ( disinformation ).These phenomena can target products, strategic initiatives, ESG topics, operational events, or financial matters. Their impact is amplified by social media dynamics and by the increasing use of AI-generated content, including deepfakes, as also reflected in risks related to communication accuracy and the potential hacking of corporate digital channels.
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Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Such events may lead to reputational damage, disruptions in stakeholder relationships, operational repercussions, and financial impacts connected to market reactions or contractual consequences. Targeted mitigation strategies adopted by Brembo include: structured internal and external communication processes, pursuing accuracy and consistency; monitoring of digital and social-media channels by the Marketing GCF and close collaboration with Cybersecurity area to detect compromised accounts or coordinated disinformation attempts; training for personnel handling sensitive or externally visible information; alignment of spokespeople through a Group Message House and a Message Book; activation of the Crisis Management procedures, including convening a Crisis Committee, in case of reputational escalation.
LEGAL AND COMPLIANCE RISKS
Brembo is exposed to risks arising from the failure to rapidly comply with changing laws and new regulations in the sectors and markets in which it operates. To mitigate these risks, each compliance area stays abreast of the relevant legal and regulatory developments, with the assistance of outside consultants, where necessary, through a constant process of legal and regulatory updates and research.
Legal Risk
Key topics: litigation, personal data processing, counterfeiting
With reference to contractual matters and litigation, the Legal and Corporate Affairs GCF has defined a structured contractual management process and periodically monitors the progress of existing and potential litigations, determining the strategy to be applied and the most appropriate steps to be taken in managing them, involving specific areas and major external law firms. The risk of presence of counterfeited products in the Aftermarket (especially in the Far East) is also managed by the Legal and Corporate Affair GCF with the support of other GCFs by applying multiple approaches and actions (e.g., online and local investigations, QR code, etc.).
Tax Risk
Key topics: local tax laws and regulations, tax control framework
With reference to the risk of non-compliance with tax laws and regulations, or of operating in conflict with the principles or spirit of the systems in the jurisdictions in which the Group operates, in accordance with the guidelines laid down in the Global Tax Strategy and Brembo N.V.’s Tax Strategy adopted in 2019, Brembo pursues the goal of proactively managing the tax risk by ensuring that such risk is timely recognized, properly measured, monitored and contained through the Tax Control Framework.
Compliance Risk
Key topics: product regulations, value-chain regulations, market abuse regulations, antitrust regulations, corporate governance regulations, code of ethics and code of conduct, IT and AI regulations
The regulatory environment in which international companies like Brembo operate is continuously evolving and becoming more multifaceted. Like all other companies, Brembo faces the theoretical risk of breaching national, international and industry regulations (e.g., product regulations, including regulations on chemicals, market abuse, antitrust, anti-bribery, etc.). Consequently, the Company may be exposed to fines, legal penalties, and reputational damage. More specifically, increasing effort is demanded by regulatory requirements on trade compliance (CBAM, EU Deforestation Regulation, dual-use export controls, “Made In” labels, plastic tax, US Custom legislation, sanctions and embargo rules, etc.), alongside other more traditional compliance matters (privacy, market abuse, antitrust regulations, administrative liability, etc.). The mitigating measures implemented by the Group are aimed at ensuring the global spread of a culture of compliance through the establishment of specific principles of ethics and conduct, in addition to identifying compliance functions and processes and constantly monitoring legal changes. The application of provisions and preventive measures takes also the form of training activities and progressive monitoring conducted by competent bodies within the framework of ordinary regulatory activities. For example, with regard to personal data processing, the Group is supported by a Data Protection Officer and other dedicated functions, such as the Privacy Supervisory Board and the Privacy Reference Persons identified in sensitive company areas, in order to guarantee compliance to applicable data protection laws and regulations (e.g., GDPR in Europe). The Company is also proactively addressing the emerging IT and Information Security regulations, with a particular focus on AI usage and the NIS2 regulation as described above.
FINANCIAL AND REPORTING RISKS
In conducting its business, the Brembo Group is exposed to various financial risks, including interest rate, exchange rate, liquidity and credit risks. Financial risk management is the responsibility of the Treasury and Credit Management area, which, together with the Administration & Finance GCF and the Purchasing GCF, evaluates the main financial transactions and the related hedging policies. The Group is also subject to planning and reporting risks, which stem from the challenges of preparing financial statements, forecasts, and regulatory disclosures in a fast-paced global context. The Financial Control GCF oversees these risks. The risk management strategies adopted by the Group in these areas are illustrated in greater detail here below.
Interest Rate and Exchange Rate Risks
Key topics: interest rates, exchange rates
Since its financial debt is partly subject to variable interest rates, Brembo is exposed to the risk of interest-rate fluctuations. To reduce this risk, the Group has entered into some medium/long-term fixed-rate loan agreements, as
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Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
well as specific hedging contracts (IRS), which account — including lease liabilities — for approximately 46% of its gross financial position. The objective is to mitigate the effects of the variability of the borrowing costs associated with a portion of debt and to benefit from sustainable fixed rates. The Group’s Treasury & Credit Management area constantly monitors rate trends to evaluate in advance the need for any changes to the financial indebtedness structure. Brembo operates in international markets, and it is therefore exposed to exchange rate risks. This risk is naturally hedged (offsetting receivables and payables) by the Company’s “local for local” approach, and Brembo only hedges net positions in foreign currency, using mostly, and where advisable, forward contracts in order to reduce exchange rate risk exposure.
Commodity Risk
Key topics: raw materials and commodities prices, energy price
Brembo Group closely analyses and monitors the course of the risk associated with fluctuations in the prices of raw materials and commodities. In particular, the Group undertakes specific financial transactions to hedge against the risk of energy price. Moreover, fixed prices are set in supply contracts with certain commodities suppliers for a given period of time, and the contracts in place with the main customers also provide for automatic periodic indexing based on commodities prices. Both these approaches mitigate the risk of fluctuations in commodities prices.
Liquidity Risk
Key topics: financial resource availability, cash management, debt management
Liquidity risk can arise from Brembo’s inability to obtain the financial resources necessary to guarantee its operation. The Treasury & Credit Management area implements the main measures indicated below to minimize such risk: it constantly assesses estimated financial requirements to ensure that appropriate measures are taken in a timely manner (obtaining additional credit lines, capital increases, etc.); it obtains adequate credit lines; it optimizes liquidity, where feasible, through cash- pooling arrangements; it ensures that the composition of net financial debt is adequate for the investments carried out; it ensures a proper balance between short- and medium-/long-term debt.
Credit Risk
Key topics: credit management, customer financial rating, changes in the customer base
Credit risk is the risk that a customer or one of the parties to a financial instrument will cause a financial loss by failing to perform an obligation. Exposure to credit risk arises particularly in relation to trade receivables. Brembo has traditionally entered into commercial dealings primarily with leading car and motorbike makers. More recently, however, with a view to expanding its customer- base and implementing its geographical diversification strategy, the Group has also started to establish important business relations with new OEMs. This strategic move, coupled with the tensions in the automotive industry discussed in the Strategic Risks – Market Trends section, has contributed to further increasing the Company’s attention to this risk. In 2025, the Company reviewed and further enhanced its credit management process, with the aim of constantly assessing the risk and minimizing the potential impact of insolvency or late payment, and, where possible, actively managing the relationship with customers in distress.# Planning and Reporting
Key topics: financial and sustainability reporting consistency and reliability, double-materiality analysis
As a listed company, in addition to applying a precautionary approach in managing compliance matters, Brembo complies with applicable financial reporting standards and regulations. An ERP software has been implemented at nearly all Group companies to prepare accurate and reliable financial reporting for the Group, while also improving the Internal Control and Risk Management System and the quality, timeliness and comparability of the data provided by the various consolidated companies. As mentioned in the Information Technology section, as part of the Digital Transformation Program, the Group expects to gradually migrate to the new ERP IT program, according to the project timelines centrally defined at global level. The quality and reliability of the reporting, as well as the security of Brembo’s assets, are exposed to the risk of fraud. This is defined as an intentional act perpetrated by internal stakeholders or third parties with the aim of obtaining unlawful advantages and potentially resulting in errors in financial statements and/or misappropriation of the Company’s assets. To mitigate such risk, Brembo implements specific measures that include: Financial Compliance guidelines, Code of Ethics, 231 model and local compliance programs, Anti-Bribery Code of Conduct, whistleblowing channel, property loss control inspections, CCTV cameras and security guards. In compliance with applicable sustainability reporting regulations, Brembo manages and monitors the achievement of its internal sustainability targets and its compliance with regulatory requirements. To mitigate the risk of non-conformity and/or incorrectness of the reporting, Brembo adopts best practices and avails of specialized external advisors to support the preparation of sustainability reporting.
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Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
4.5.1 Letter from the Chairman
Dear Shareholders,
As the chairman of the Remuneration and Appointment Committee, I am pleased to present the 2025 remuneration report, approved by the Board of Directors on 18 March 2026. This document has been prepared in full compliance with the regulatory provisions in force in the Netherlands. The year 2025 was marked by a persistently complex global environment, characterized by ongoing geopolitical tensions, macroeconomic uncertainty and sustained pressure across certain segments of the automotive market. In this context, Brembo has remained firmly focused on execution, resilience and long-term value creation. The Group has once again demonstrated its ability to adapt to an evolving and challenging landscape by continuing to invest in the strengthening of its global industrial footprint. Despite external headwinds, the Group delivered solid economic and financial results for the year. These achievements were supported by an unwavering commitment to product innovation, operational excellence, and the passion and dedication of Brembo’s people. By consistently investing in research and development, Brembo has maintained a proactive stance, anticipating the challenges of the global market. The Group has further distinguished itself by advancing its product portfolio and integrating state-of-the-art mechatronic and software solutions. The strong focus on innovation guarantees that Brembo remain competitive and fully equipped to meet the evolving needs of its customers in an increasingly dynamic market environment. Brembo has continued to channel its efforts into ambitious investments and initiatives aimed at innovation and sustainability. These efforts have included a sustained focus on enhancing its technological capabilities, with significant developments in artificial intelligence, connectivity, and next-generation braking solutions. These developments reflect the Group’s vision of “Turning energy into inspiration” and additionally reinforce Brembo’s positioning as a comprehensive solution provider, integrating its traditional product offering with high-value- added services. In 2025, Brembo recorded positive financial results, confirming that the Group’s sales remained stable compared to 2024. These achievements once again demonstrate that the Remuneration Policy is aligned with the Company’s strategic objectives and represents an important lever to support the Group’s sustainable, long- term growth. In particular, the attainment of the economic- financial and sustainability targets in 2025 resulted in a more than satisfactory overall achievement level of STIP scorecard. The Company remains well positioned to pursue its strategic objectives and strengthen its leadership within the industry. Throughout 2025, stakeholder engagement remained a cornerstone of Brembo’s governance framework. The Group maintained an open and constructive dialogue with shareholders, proxy advisors and institutional investors, leveraging their feedback to refine governance practices, enhance transparency and ensure ongoing alignment with stakeholder expectations. I would like to express my sincere gratitude to the members of the Remuneration and Appointment Committee, Ms. Elizabeth M. Robinson and Ms. Manuela Soffientini, for their invaluable contributions to the Committee’s activities. In conclusion, I wish to thank you for your continued interest and trust in Brembo. I trust this Report provides comprehensive and useful information, and I look forward to your positive support at the forthcoming Annual General Meeting.
Best regards,
Giancarlo Dallera
Chairman of the Remuneration and Appointment Committee
4.5 Remuneration Report 2025
Brembo Annual Report 182
Index
Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
4.5.2 Introduction
This remuneration report of Brembo N.V. (“Brembo” or the “Company”) provides a comprehensive overview of the remuneration paid and owed to the individual members of the Board of Directors, the Executive and Non- Executive Directors, in financial year 2025, in accordance with both the Dutch Civil Code and the Dutch Corporate Governance Code (the “DCGC”). The Remuneration and Appointment Committee, consisting solely of independent Non-Executive Directors in accordance with the DCGC, is responsible for overseeing this remuneration and recommending any necessary adjustments. Through this document, Brembo aims to enhance transparency and disclosure for its stakeholders, thereby fostering trust and enabling shareholders to exercise their rights with informed understanding. The remuneration report is divided into two main sections:
- Summary of the 2025-2027 Remuneration Policy which governs the compensation for both Executive and Non-Executive Directors (available on our corporate website). In 2025, Brembo confirmed the remuneration features with a positive vote from shareholders during the Annual General Meeting held on 29 April 2025.
- Implementation of the 2025-2027 Remuneration Policy , for the 2025 financial year, which details how the remuneration features were implemented during financial year 2025, including the actual remuneration received by each Executive and Non-Executive Director. Notably, there were no deviations from the 2025-2027 Remuneration Policy.
The main goal of Brembo’s Remuneration Policy is to develop a system that consistently supports the business strategy and value creation for all stakeholders. It establishes a compensation structure that allows Brembo to attract and retain the most highly qualified executive talents. It also motivates such executives to achieve business and financial goals, creating long-term value in a manner consistent with its core business and leadership values and taking into account the social context around the Company.
4.5.3 Summary of the 2025-2027 Remuneration Policy
While formulating the Remuneration Policy, the Remuneration and Appointment Committee considered the following specific principles that characterize Brembo’s remuneration report:
- Engagement and strategic alignment of Group employees: The Remuneration Policy enhances the organizational model adopted by the Group, to address future challenges arising from the international landscape and the market.
- Contribution to corporate strategy: The Remuneration Policy has been defined in line with the Group’s long- term strategy and objectives, ensuring its connection to corporate performance to pursue the Group’s long-term interests.
- Best market practices: The Remuneration Policy reflects remuneration practices of Italian and European peer companies operating in sectors comparable to that of Brembo in terms of value creation.
- Shareholders’ engagement: The Remuneration Policy is established by considering the votes at the Annual General Meeting and feedback received from all shareholders during the engagement activities over the year.
- Sustainability: The Remuneration Policy reflects the Group’s culture and sustainability values, and it has been designed in harmony with the initiatives and projects outlined in the Sustainability Plan for both the short and long term.
In particular, the implementation of the 2025-2027 Remuneration Policy has been consistent with the Company’s long-term strategy, both in terms of the company’s growth and sustainability goals:
- Ensure sustainable growth of our Group: The 2025- 2027 Remuneration Policy was developed in continuity with previous years, defining compensation elements aimed at supporting the Group’s strategic directions through an appropriate balance of short- and long-term performance parameters.Create value for our stakeholders: The EVA (Economic Value Added) metric within the 2025-2027 LTIP particularly ensures alignment between the interests of our stakeholders and the actions of the Group’s Management. Align decisions with the assessment of social and environmental impact: The use of ESG metrics in both short- and long-term incentive plans, including a KPI linked to the Group sustainability index (Group’s carbon footprint), reflects Brembo’s medium- to long-term sustainability strategy. Enhance guiding principles that define the Group: Integrity, responsibility, and transparency are the guiding principles in the Group’s remuneration logic, reflected in elements such as attention to employees and Directors, sustainability in the supply chain, and respect for local communities. Make the company attractive in the market and invest in Brembo’s people: The elements distinguishing the 2025-2027 Remuneration Policy are designed to attract and retain highly skilled managerial talents, enhancing their responsibility, expertise, and experience.
4.5.3.1 Stakeholder engagement
The Remuneration and Appointment Committee paid particular attention to the evidence that emerged from the analysis and insights regarding the voting results at Annual General Meetings and the feedback received from shareholders, as well as from recommendations received from proxy advisors. Accordingly, great importance is attached to continuous interaction with all corporate stakeholders, to corporate initiatives for potential development, and to realize a constant improvement in adopting market best practices. In this respect, the Annual General Meeting held on 29 April 2025, approved the 2025-2027 Remuneration Policy. The following table details the voting results, showing the trend over the last five years:
| Shareholders’ meeting | 22.04.2021 | 21.04.2022 | 20.04.2023 | 23.04.2024 | 29.04.2025 |
|---|---|---|---|---|---|
| In favour | 81.019343% | 86.575108% | 83.005503% | 83.933518% | 89.99% |
| Abstaining/Not voting | 0.77865% | 0% | 2.269132% | 0.086386% | 10.01% |
| Against | 18.202007% | 13.424892% | 14.725365% | 15.980095% | 0% |
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Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
4.5.3.2 Executive Directors’ compensation
In 2025 the Board of Directors determined the compensation for the Executive Directors following the recommendation of the Remuneration and Appointment Committee and in accordance with 2025- 2027 Remuneration Policy. The compensation structure for Executive Directors includes a fixed component, and a variable component based on short- and long-term performance. It is emphasized that Brembo neither has in place nor recognizes any plans based on financial instruments (shares or stock options) either for Executive Directors or for its employees in general. A summary of the 2025-2027 Remuneration Policy, as approved by the Annual General Meeting held on 29 April 2025, is set out in the table below$^{20}$:
| Elements of remuneration | Scope and conditions | Criteria and parameters | Quantitative references for Executive Directors |
|---|---|---|---|
| Fixed remuneration | Developing the responsibility, expertise and contribution required by the role | Fixed remuneration is set on the basis of the powers granted and role assigned, considering applicable cases on the market for comparable roles and the impact on Company results | Executive Chairman: €1,300,000 Chief Executive Officer (CEO): €1,300,000$^{21}$ Chief Legacy Officer$^{22}$: €256,678$^{23}$ Chief Public Affairs and Institutional Relations Officer: €350,000$^{24}$ |
| Short-term incentive plan (“STIP”) | Assessing and engaging the achievement of the Group’s annual objectives and short-term challenges | Evaluation metrics: Group EBITDA Group EBIT Group ROI Group Net Sales Group Sustainability Index Performance period: annual, in compliance with the budget objectives Payment method: cash Clawback clauses may be applied |
Bonus target: Executive Chairman: 75% of fixed remuneration CEO: 75% of fixed remuneration Chief Legacy Officer: 40% of fixed remuneration Chief Public Affairs and Institutional Relations Officer: 40% of fixed remuneration Bonus cap: Executive Chairman: 100% of fixed remuneration CEO: 100% of fixed remuneration Chief Legacy Officer: 60% of fixed remuneration Chief Public Affairs and Institutional Relations Officer: 60% of fixed remuneration |
| Long-term incentive plan (“LTIP”)$^{25}$ | Promoting the creation of value for shareholders and the Group’s sustainability in the long term | Evaluation metrics: Group Economic Value Added (EVA) Group Free Operating Cash Flow Group Net Financial Position/EBITDA Group sustainability index Vesting period: three-year period 2025-2027 (closed plan) Payment method: cash Clawback clauses may apply |
Annual bonus entry point and target: Executive Chairman: 100% of fixed remuneration CEO: 100% of fixed remuneration Chief Legacy Officer: 33.33% of fixed remuneration Chief Public Affairs and Institutional Relations Officer: 50% of fixed remuneration Annual bonus cap: Executive Chairman: 150% of fixed remuneration CEO: 150% of fixed remuneration Chief Legacy Officer: 50% of fixed remuneration Chief Public Affairs and Institutional Relations Officer: 75% of fixed remuneration |
| Fringe benefits | Complementing economic benefits with components primarily of a social security and pension nature | Primarily social security and insurance benefits, in line with the standards established by the Italian Collective Agreement (for industrial executives). Supplementary pension schemes. Health insurance. Insurance policy. Allocation of a car for business and personal use. | |
| Severance indemnity | Protecting the Group against potential litigation and/or competition risks | Severance indemnity from the position of CEO and termination of employment in the event of: removal or non-renewal without just cause resignation from the office and waiver of the delegated powers due to such a serious reason as to make a continuation impossible resignation from the office and waiver of the delegated powers due to a change of control that has resulted in a substantial change in the position and/or powers | Consideration for non-competition agreement with the CEO: paid during employment with the Company. With regard to Executive Directors, the provisions of the Italian Collective Agreement for industrial executives apply. CEO’s severance indemnity: a lump-sum one- off indemnity equal to 18 months of an amount corresponding to the sum of the fixed emolument for the office, the non-competition agreement payment and the maximum amount payable by way of short-term variable component, which may not be less than €3,600,000 in any case. CEO’s non-competition agreement: the amount of €200,000 is included in the total fixed remuneration (Total Fixed Remuneration: €1,300,000). |
| Pension | Providing pension coverage | CEO’s pension: individual supplementary pension scheme. With regard to Executive Directors, the provisions of the Italian Collective Agreement for industrial executives apply. | CEO’s pension: total annual gross amount corresponding to 22.70% of fixed remuneration borne by the Company. |
$^{20}$ As far as the future outlook is concerned, the Board of Directors, following the recommendation of the Remuneration and Appointment Committee, proposes for approval at the Annual General Meeting of 29 April 2026: (i) an amendment to the 2025-2027 Remuneration Policy with respect of the STIP bonus cap for the Executive Chairman and the CEO to 150% of bonus opportunity; and (ii) the introduction of a new Special Mid-Term Incentive Plan 2026-2027 exclusively addressed to the Chief Executive Officer, in line with the proposal for the updated Remuneration Policy set out in Chapter 5.4 “Special Mid-Term Incentive Plan” of the amended 2025-2027 Remuneration Policy. These amendments are intended to ensure continuous alignment between the remuneration framework and the Company’s strategic objectives, while supporting leadership stability and long-term value creation in an increasingly complex and evolving market environment.
$^{21}$ With reference to 2025, the fixed compensation assigned to the CEO consists of a special compensation of €1,100,000 for the position pursuant to Article 2389, paragraph 3, of the Italian Civil Code, and the consideration paid during his employment for the non-competition agreement amounting to €200,000. This compensation is also in addition to an annual housing allowance of €100,000 and an annual strategic retention bonus of €500,000. It is specified that the annual strategic retention bonus is a on/off award intended to represent a retention incentive mechanism awarded during the CEO’s term of office, in accordance with Chapter 6 “Other Legal Arrangements” of the 2025-2027 Remuneration Policy, and it is not included in the calculation of either variable compensation or severance pay.
$^{22}$ Role effective since 2 January 2025, formerly Chief Sustainability Officer.
$^{23}$ Amount inclusive of an emolument of €60,000 and a compensation of €15,000 for responsibility for the Internal Control and Risk Management System, which are not taken into account in the calculation of any variable incentive plan.
$^{24}$ Amount inclusive of an emolument of €60,000, which is not taken into account in the calculation of any variable incentive plan.
$^{25}$ For the Chief Legacy Officer and the Chief Public Affairs and Institutional Relations Officer, the incentive percentages for both the STIP and LTIP relate to the gross annual remuneration only.
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Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.# 4.5.3.3 Peer group
Brembo also establishes its policies and verifies its remuneration structure based on market analyses conducted through benchmarking against peer groups. One of the benchmarking peer group consists of a comparison group with the main listed European OEM and Tier 1 companies, comparable to Brembo in terms of size (revenues, number of employees and market capitalization). The other one consists of a comparison group with the main listed Italian companies. The analysis with selected comparison markets occurs on a regular basis and involves: the review of Executive Directors’ compensation packages, the structure of incentive plans, and the balance of compensation components recognized to Executive Directors. Given that Brembo does not have many closely comparable peer companies, various European companies, which are comparable to Brembo as they operate in the same industry, have been considered to gain insights into both the labour market and business practices:
Benchmark companies
| Companies | |
|---|---|
| Listed European and Tier 1 companies (22 companies) | Aston Martin Lagonda, Autonuem Holding, Continental, Ferrari, Iveco Group, Renault, Volvo Car, Akwel, Autoliv, ElringKlinger, Hella, Michelin, Knorr-Bremse, Nokian Renkaat, Norma Group, Opmobility, Pirelli & C., Rheinmetall, SKF, Sogefi, TomTom, Valeo |
| Italian companies (27 companies) | A2A, Amplifon, Brunello Cucinelli, Buzzi Unicem, Campari, Diasorin, Enel, Eni, Ferrari, Hera, Interpump, Inwit, Italgas, Iveco Group, Leonardo, Moncler, Nexi, Pirelli & C., Prysmian, Recordati, Saipem, Snam, Stellantis, STMicroelectronics, TIM, Tenaris, Terna |
4.5.3.4 Executive Directors’ pay-mix
The composition of the remuneration packages of the Executive Directors does not present any variation from the previous year. The Executive Directors’ pay-mix is based on the achievement of performance objectives, as indicated below:
Pay-Mix Target
Executive Chairman
CEO
Chief Legacy Officer
Chief Public Affairs and Institutional Relations Officer
Pay-Mix maximum
Executive Chairman
CEO
Chief Legacy Officer
Chief Public Affairs and Institutional Relations Officer
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Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
The Board of Directors is tasked with assessing the performance levels used in the variable remuneration plans, as per the Remuneration and Appointment Committee’s proposals. The Remuneration and Appointment Committee:
* periodically assesses the adequacy, overall consistency and actual application of the 2025-2027 Remuneration Policy adopted for Executive Directors;
* monitors the implementation of the decisions taken by the Board, verifying especially the actual achievement of performance objectives and evaluating the proposed assignment and quantification of variable incentive remuneration.
The remuneration packages for the C-Suite follow the same rationale and philosophy applied to build the remuneration packages for Executive Directors. They include a fixed component, a short-term incentive plan (STIP), a long-term incentive plan (LTIP) depending on the position held, and a benefits package according to the Italian Collective Agreement and Company practices.
4.5.3.5 Fixed remuneration
The fixed remuneration aims to attract and retain highly qualified Executive Directors. To support this fixed remuneration, regular benchmarking is conducted against compensation packages of executives with comparable experience in similar companies, ensuring that our offerings remain competitive and aligned with industry standards.
4.5.3.6 Short-term incentive plan (“STIP”)
The 2025 STIP includes an entry gate based on Group’s EBITDA in absolute terms. This performance condition operates with an on/off threshold mechanism, meaning that the final pay-out to beneficiaries occurs only if the Group’s operating and financial performance meets the established targets. If the entry gate is not reached, the plan will not be activated, resulting in the non-payment of monetary incentives, regardless of whether the objectives within each STIP form are reached. The following table shows the objectives of the 2025 STIP form of Brembo’s Executive Directors:
2025 STIP - Executive Directors
| Objective | Weight |
|---|---|
| Group EBITDA Absolute Value (€ thousand) | 30% |
| Group EBIT (%) | 20% |
| Group ROI (%) | 25% |
| Group Net Sales (€ thousand) | 15% |
| Group Sustainability Index | 10% |
The Group has established a maximum limit of 160% for the bonus payable for each objective. The actual amount of the incentive paid depends on the degree of achievement of the targets assigned to the individual objectives. The overall final cap for each STIP form is set at 150%. The pay-out cap differs only for the Executive Chairman and the CEO since, for both, achieving the maximum performance levels results in a pay-out that cannot exceed 133.33% of the target.
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Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
4.5.3.7 Long-term incentive plan (“LTIP”)
This is a pure monetary plan that allows participants to accrue a long-term incentive if the LTIP objectives are met. The reward component of the pay-out curve is offset by the fact that for values below the entry point (corresponding to performance in line with the reference targets), no payment proportional to the performance objective shall be paid. If objectives are not reached for one, two or three of the four performance objectives, beneficiaries are still entitled to payment of the bonus in proportion to the objective(s) actually achieved. The LTIP costs per each target are included in the three- year business plan objectives so that the LTIP is “self- financed” by the attainment of the objectives themselves. Achieving the incentive is tied to 4 Group key performance indicators:
* Group Economic Value Added (EVA), used to measure the growth in value during the 2025-2027 three-year period;
* Group Free Operating Cash Flow, as compared to the 2025-2027 three-year period target;
* the ratio between Group Net Financial Position and Group EBITDA (NFP/EBITDA), compared to the target set for the individual years 2025, 2026 and 2027;
* Group Sustainability Index $^{26}$ (Group carbon footprint) at the end of the three-year period.
The LTIP objectives are designed to reward the Group’s financial and capital solidity, in line with the business plan and the results achieved in recent years in terms of stronger financial performance and productivity recovery.
$^{26}$ Formula of the Group sustainability index (CDP: Group carbon footprint):
$$\frac{\text{Total amount of CO}_2 \text{ emissions saved in the three years thanks to improvement actions (tonnes CO}_2 \text{e)}}{\text{Base year’s Scope 1 and 2 CO}_2 \text{ emissions (tonnes CO}_2 \text{e)}} \times 100$$
Base year: for the three-year period, it corresponds to 2024.
In 2025, Brembo’s LTIP is in its vesting phase. The bonuses accrued will be paid at the end of the vesting period, following the 2028 Annual General Meeting. The long- term incentive is paid, based on the Group’s consolidated results, in a single payment at the end of the LTIP.
4.5.3.8 Clawback/Malus
Since the cross-border conversion, effective on 24 April 2024, the clawback provisions set forth by Article 2:135, paragraph 8, of the Dutch Civil Code are applicable to the STIP and LTIP. In particular, the clause allows the Company to request the refund of part or all of the variable components of remuneration (or to withhold deferred components), the award of which was determined on the basis of data or information concerning the achievement of objectives or the circumstances upon which the variable remuneration was based that subsequently proves manifestly incorrect or determined in the presence of fraudulent behaviour or gross negligence on the part of the beneficiaries. During 2025, Brembo applied neither the claw back clause nor the malus clause.
4.5.3.9 Terms of agreement and non-competition agreements
The contract currently in effect for the CEO, Mr. Schillaci, with the Brembo Group, includes specific termination provisions. In the event of termination without just cause, resignation due to serious circumstances, or resignation following a change of control, the CEO is entitled to a lump-sum indemnity equivalent to 18 months’ salary, which includes fixed remuneration, non-compete agreement compensation, and the maximum short- term variable component (STIP). The total amount of the one-off indemnity allocated in the event that one of the aforementioned circumstances occurs may not in any case be less than €3,600,000 gross. For other directors and executives with strategic responsibilities, the Brembo Group does not have agreements for termination benefits, except for legal obligations and those outlined in the applicable Italian Collective Agreement. During 2025, the Company did not pay any severance- related compensation to any of the Executive Directors. For more information, please refer to the Brembo’s 2025- 2027 Remuneration Policy.
4.5.3.10 Pension
Only the CEO is entitled to an individual supplementary pension scheme. For all other Executive Directors, who are employees, the provisions of the Italian Collective Agreement of reference apply.
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Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.# 4.5.3.11 Remuneration for Non-Executive Directors
The 2025-2027 Remuneration Policy approved by the Annual General Meeting on 29 April 2025 also includes the remunerations of the Non-Executive Directors, the Lead Non-Executive Director and the Chairs and Members of both Board Committees: the Remuneration and Appointment Committee and the Audit, Risk and Sustainability Committee. This remuneration is fixed and does not depend on the Company’s financial performance. Non-Executive Directors are not eligible for variable compensation and do not participate in any incentive plans. The current annual remuneration for Non-Executive Directors is detailed in the table below:
| Non-Executive Directors’ Compensation | Euro |
|---|---|
| Annual cash fee | € 60,000 |
| Additional fee for Audit, Risk and Sustainability Committee member | € 25,000 |
| Additional fee for Audit, Risk and Sustainability Committee Chair | € 50,000 |
| Additional fee for Remuneration and Appointment Committee member | € 15,000 |
| Additional fee for Remuneration and Appointment Committee Chair | € 20,000 |
| Additional fee for the Lead Non-Executive Director | € 30,000 |
| Additional fee for Supervisory Committee member | € 10,000 |
Non-Executive Directors, who hold shares in the Company maintain a long-term investment perspective and comply with the Company’s internal dealing policy. All Non-Executive Directors are also beneficiaries of the same Directors & Officers (D&O) insurance policy as the Executive Directors.
4.5.4 Implementation of the 2025-2027 Remuneration Policy
4.5.4.1 Introduction
This section sets out the implementation of Brembo’s Remuneration Policy for the year ended 31 December 2025. The remuneration granted in the year ended 31 December 2025 is in accordance with the substance and the procedures of the remuneration strategy (as set out above). Therefore Brembo believes it enables the Company to seek to attract and retain the most highly qualified executive talent and motivate such executives to achieve business and financial objectives that create long- term value for shareholders in a manner consistent with Brembo’s core business and leadership values, and taking into account the social context around the Company.
4.5.4.2 STIP 2025
The STIP for the 2025 performance year shall be paid in 2026. During a meeting held on 18 March 2026 the Board of Directors, based on the results for the 2025 financial year and on the proposal from the Remuneration and Appointment Committee, determined an overall performance score at 133.30%. This evaluation is based on the achievement of the following key indicators: Group EBITDA (absolute value), Group EBIT %, Group ROI %, Group Net Sales, and Group sustainability index as illustrated in the following table:
| KPIs | Target value | Final value | Weight (%) | Level of achievement (%) |
|---|---|---|---|---|
| Group EBITDA (€ thousand) $^{27}$ | 27 563,789.00 | 578,032.00 | 30 | 33.79 |
| Group EBIT % $^{28}$ | 28 7.68 | 8.81 | 20 | 32.00 |
| Group ROI % $^{29}$ | 29 9.24 | 11.53 | 25 | 40.00 |
| Group Net Sales (€ thousand) $^{30}$ | 30 3,855,240.00 | 3,705,730.00 | 15 | 11.51 |
| Group Sustainability Index $^{31}$ | 31 20.00 | 24.00 | 10 | 16.00 |
| Total | 100 | 133.30% |
The score application resulted in the following pay-outs:
* for the Executive Chairman, a bonus of €1,299,675 equal to 100% of the annual fixed remuneration, taking into account the assigned target (100%) and maximum (133.33%) incentive levels;
* for the CEO, a bonus of €1,299,675 equal to 100% of the annual fixed remuneration, taking into account the assigned target (100%) and maximum (133.33%) incentive levels;
* for the Chief Legacy Officer, a bonus of 96,870 equal to 53% of the gross annual remuneration, taking into account the assigned target (100%) and maximum (150%) incentive levels;
* for the Chief Public Affairs and Institutional Relations Officer, a bonus of € 154,628 equal to 53% of the gross annual remuneration, taking into account the assigned target (100%) and maximum (150%) incentive levels.
$^{27}$ The Group EBITDA final value reported in the table come from the segment reporting (IFRS 8) presented in the Brembo Annual Report 2025 under Financial Statements’ section “5.2 Explanatory notes to the Consolidated Financial Statements at 31 December 2025”.
$^{28}$ The Group EBIT final value calculated on the Group Total Sales reported in the table come from the segment reporting (IFRS 8) presented in the Brembo Annual Report 2025 under Financial Statements’ section “5.2 Explanatory notes to the Consolidated Financial Statements at 31 December 2025”. The reconciliation between Net Operating Income (Consolidated Statement of Income) and Operating Income is given in the specific table included in the aforementioned section of the Brembo Annual Report 2025.
$^{29}$ The Group ROI final value, calculated as Operating Result/Net Invested Operating Capital, reported in the table come from the segment reporting (IFRS 8) presented in the Brembo Annual Report 2025 under Financial Statements’ section “5.2 Explanatory notes to the Consolidated Financial Statements at 31 December 2025”.
$^{30}$ The Group Net Sales final value reported in the table come from the segment reporting (IFRS 8) presented in the Brembo Annual Report 2025 under Financial Statements’ section “5.2 Explanatory notes to the Consolidated Financial Statements at 31 December 2025”.
$^{31}$ Within the reporting boundary, data used for calculation purposes also include Brembo SGL Carbon Ceramic Brakes (BSCCB), a joint venture between Brembo and SGL Group.
2025 Brembo Annual Report 188 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
4.5.4.3 Directors’ Compensation
The following table summarizes the remuneration received by the members of the Board of Directors for the year ended 31 December 2025 from Brembo N.V., in line with the total remuneration determined by the Annual General Meeting on 29 April, and with the allocation defined by the Board of Directors. It is noted that none of the Executive Directors received additional compensation from subsidiaries of Brembo N.V. Furthermore, none of the Directors were granted personal loans or advance payments.
| Name | Office held | Fixed remuneration (€) | STIP (€) | Extraordinary items (€) | Pension benefits $^{32}$ (€) | LTIP $^{33}$ (€) | Total remuneration (€) |
|---|---|---|---|---|---|---|---|
| Matteo Tiraboschi | Executive Chairman | 1,300,000.00 | 49,142.26 | 1,299,675.00 | 46,215.20 | $^{34}$ 1,495,000.00 | 4,190,032.46 |
| Daniele Schillaci | CEO | 1,300,000.00 | 8,696.42 | 1,299,675.00 | 600,000.00 | $^{35}$ 289,935.47 | 1,495,000.00 |
| Cristina Bombassei | Executive Director | 256,678.12 | 2,840.41 | 96,870.77 | 15,112.42 | 69,643.00 | 441,144.72 |
| Roberto Vavassori | Executive Director | 350,000.10 | 7,434.46 | 154,628.00 | 17,719.00 | $^{36}$ 166,750.00 | 696,531.56 |
| Total Executive directors | 3,206,678.22 | 68,113.55 | 2,850,848.77 | 600,000.00 | 368,982.09 | 3,226,393.00 | |
| Giancarlo Dallera | Non-Executive Director | 80,000.00 | 80,000.00 | ||||
| Michela Schizzi | Non-Executive Director | 85,000.00 | 85,000.00 | ||||
| Umberto Nicodano | Non-Executive Director | 60,000.00 | 60,000.00 | ||||
| Elizabeth Marie Robinson | Non-Executive Director | 75,000.00 | 75,000.00 | ||||
| Gianfelice Rocca | Non-Executive Director | 60,000.00 | 60,000.00 | ||||
| Elisabetta Magistretti | Non-Executive Director | 120,000.00 | 120,000.00 | ||||
| Manuela Soffientini | Lead Non-Executive Director | 130,000.00 | 130,000.00 | ||||
| Total Non-executive directors | 610,000.00 | 610,000.00 | |||||
| Overall total | 3,816,678.22 | 68,113.55 | 2,850,848.77 | 600,000.00 | 368,982.09 | 3,226,393.00 |
Annual fee
Fringe benefits
$^{32}$ The figures take into account the taxable value, after deducting charges.
$^{33}$ The LTIP 2025-2027 provides a single grant and one-time payout. This table shows the LTIP values for 2025 only, according to the accounting principle of provisioning.
$^{34}$ It represents the additional amount that the Company pays, as required by Italian law, to pension funds.
$^{35}$ In the Extraordinary items are included €500,000 related to the annual strategic retention bonus paid in 2025 and €100,000 as housing allowance.
$^{36}$ It represents the additional amount that the Company pays, as required by Italian law, to pension funds.
2025 Brembo Annual Report 189 Index Letter from the Executive Chairman Vision and Mission Corporate Highlights Directors’ Report Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5.
4.5.4.4 Comparative information regarding the remuneration of the Board of Directors, and the Group’s results
The table below shows a comparison between the remuneration paid to Directors who as at 31 December 2025 were members of Brembo’s Board of Directors and the Group’s financial performance in terms of EBITDA and value of Brembo’s stock. Each figure is provided for a period of five years (2021-2025). The following elements were considered for Executive Directors’ compensation: fixed remuneration, STIP, LTIP, pension, benefits, allowances, health insurance and supplementary pension. Consistent with what was represented for the year 2025, the values of LTIP (for the years 2021 and 2022- 2024) were represented according to IFRS.
| Director (Role) | 2025 (€) | 2024 (€) | 2023 (€) | 2022 (€) | 2021 (€) |
|---|---|---|---|---|---|
| Matteo Tiraboschi (Executive Chairman) | 4,190,032 | 4,615,546 | 5,180,381 | 3,958,496 | 5,283,741 |
| Daniele Schillaci (CEO) | 4,993,307 | 5,448,319 | 5,967,822 | 5,127,227 | 5,451,124 |
| Cristina Bombassei (Executive Director) | 441,145 | 465,360 | 479,127 | 406,648 | 454,555 |
| Roberto Vavassori (Executive Director) | 696,532 | 752,444 | 802,416 | 661,463 | 741,440 |
| Giancarlo Dallera (Non-Executive Director) | 80,000 | 80,000 | 55,890 | - | - |
| Michela Schizzi (Non-Executive Director) | 85,000 | 85,000 | 59,384 | - | - |
| Umberto Nicodano (Non-Executive Director) | 60,000 | 60,000 | 58,493 | 55,000 | 55,000 |
| Elizabeth Marie Robinson (Non-Executive Director) | 75,000 | 75,000 | 73,493 | 70,000 | 70,000 |
| Gianfelice Rocca (Non-Executive Director) | 60,000 | 60,000 | 58,493 | 55,000 | 55,000 |
| Elisabetta Magistretti (Non-Executive Director) | 120,000 | 120,000 | 98,493 | 94,004 | 90,000 |
| Manuela Soffientini (Lead Non-Executive Director) | 130,000 | 130,000 | 98,493 | 76,086 | - |
| Corporate performance | 2025 | 2024 | 2023 | 2022 | 2021 |
| Group EBITDA (€ thousand) $^{37}$ | 578,032 | 612,283 | 635,034 | 586,034 |
37 The Group EBITDA actual value reported in the table comes from the segment reporting document (IFRS 8) presented in the annual report 2025 under section “5.2 Explanatory notes to the Consolidated Financial Statements at 31 December 2025 - Segment Report”.
38 Closing price of Brembo stock BRE:MI at 30 December 2025.
39 Closing price of Brembo stock BRE:MI at 30 December 2024.
40 Closing price of Brembo stock BRE:MI at 29 December 2023.
41 Closing price of Brembo stock BRE:MI at 30 December 2022.
42 Closing price of Brembo stock BRE:MI at 30 December 2021.
4.5.4.5 Internal pay ratio
Pursuant to best practice provision 3.1.2 of the DCGC, the internal pay ratio should be taken into account when formulating the Remuneration Policy. The internal pay ratio is calculated as the ratio between (i) the total annual remuneration of the CEO and (ii) the average total annual remuneration of employees of the Company and the Group companies included in the Company’s consolidated financial statements. The following table presents the internal pay ratio for 2025, 2024, 2023, 2022 and 2021:
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Total Annual Remuneration of CEO (€) | 4,993,307 | 5,448,319 | 5,967,822 | 5,127,227 | 5,451,124 |
| Average Total Annual Remuneration of Brembo N.V.’s FTEs (€) | 81,958.09 | 79,736.17 | 77,470.15 | 73,492.68 | 71,742.72 |
| Internal pay ratio 43 | 60.93 | 68.33 | 77.03 | 69.77 | 75.98 |
In determining the ratio between the CEO’s annual total remuneration and the average total annual remuneration of employees, Brembo uses the Dutch methodology with regard to the remuneration components included for the CEO and for the employees (all labor costs). The average total annual remuneration of employees corresponds to the total personnel costs reported in the annual report, which excludes CEO compensation, divided by the average number of full-time equivalents (“FTEs”). The ratio was calculated taking into account only Brembo N.V.’s employees 2,964.58 FTEs at the end of 2021, 3,032.70 FTEs at the end of 2022, 3,170.80 FTEs at the end of 2023, 3,287.74 FTEs at the end of 2024 and 3,280.68 FTEs at the end of 2025.
Brembo has chosen to present the average total annual remuneration of employees based primarily on the number of employees at Brembo N.V. Brembo is a multinational company operating across three continents and multiple countries, each with varying costs of living standards, remuneration frameworks, and social contribution and taxation implications. Including all employees within the Brembo Group to represent the internal pay ratio would not accurately reflect, from a methodological perspective, the average pay and working conditions of its workforce. This is due to the fact that it would involve an excessively diverse set of incomparable elements as the denominator. The footnote indicates the value of pay ratio calculated according to Dutch methodology provided by the DCGC. In addition, it should be noted that the distribution of Brembo N.V.’s employee categories shows a significant proportion of blue-collar workers. Specifically, blue-collar employees (FTEs) accounted for approximately 52% in 2021, 49% in 2022, 47% in 2023, 45% in 2024 and 45% in 2025 of the total personnel within Brembo Group as of 31 December.
43 The internal pay ratio, calculated by taking into account Brembo Group’s employees (FTEs) as of 31 December is equal to: 103.94 in 2025, 117.81 in 2024, 132.74 in 2023, 120.52 in 2022 and 136.48 in 2021. It differs from the annual total remuneration ratio indicated in the “Sustainability Statement” section because of the different calculation method.
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Letter from the Executive Chairman
Vision and Mission
Corporate Highlights
Directors’ Report
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Identity meets performance, in every detail.
2025 Brembo Annual Report Financial Statements
5.
5.1 Consolidated Financial Statements at 31 December 2025 193
5.2 Explanatory Notes to the Consolidated Financial Statements at 31 December 2025 197
5.3 Financial Statements of Brembo N.V. at 31 December 2025 239
5.4 Explanatory Notes to the Separate Financial Statements at 31 December 2025 243
5.5 Board of Directors’ Statements 274
5.6 Independent Auditors’ Reports 275
5.7 Limited Assurance-Report of the Independent Auditor on the Sustainability Statement 279
2025 Brembo Annual Report 192
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.1 Consolidated Financial Statements at 31 December 2025
5.1.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Assets (euro thousand) | Notes | 31.12.2025 | 31.12.2024 | Change
| :--- | :--- | ---: | ---: | ---:
NON-CURRENT ASSETS | | | |
Property, plant and equipment | 1 | 1,703,530 | 1,542,335 | 161,195
Right-of-use assets | 1 | 174,415 | 232,661 | (58,246)
Development costs | 2 | 121,020 | 109,012 | 12,008
Goodwill and other indefinite useful life assets | 2 | 377,284 | 122,978 | 254,306
Other intangible assets | 2 | 202,610 | 79,435 | 123,175
Shareholdings valued using the equity method | 3 | 67,323 | 64,541 | 2,782
Investments in other companies | 4 | 3,716 | 3,641 | 75
Financial derivatives | 4 | 3,104 | 8,998 | (5,894)
Other non-current financial assets | 4 | 2,476 | 2,565 | (89)
Receivables and other non-current assets | 5 | 48,253 | 52,928 | (4,675)
Deferred tax assets | 6 | 105,951 | 109,284 | (3,333)
TOTAL NON-CURRENT ASSETS | | 2,809,682 | 2,328,378 | 481,304
CURRENT ASSETS | | | |
Inventories | 7 | 612,997 | 638,310 | (25,313)
Trade receivables | 8 | 553,542 | 631,395 | (77,853)
Other receivables and current assets | 9 | 149,352 | 137,676 | 11,676
Financial derivatives | 10 | 4,378 | 23,985 | (19,607)
Other current financial assets | 10 | 2,663 | 3,130 | (467)
Cash and cash equivalents | 11 | 656,402 | 867,216 | (210,814)
TOTAL CURRENT ASSETS | | 1,979,334 | 2,301,712 | (322,378)
TOTAL ASSETS | | 4,789,016 | 4,630,090 | 158,926
Equity and Liabilities (euro thousand) | Notes | 31.12.2025 | 31.12.2024 | Change
| :--- | :--- | ---: | ---: | ---:
GROUP EQUITY | | | |
Share capital | 12 | 8,822 | 7,007 | 1,815
Statutory reserve | 12 | 25,906 | 27,721 | (1,815)
Revaluation reserve | 12 | 13,369 | 13,369 | 0
Hedging reserve | 12 | (2,215) | 25,007 | (27,222)
Treasury Shares | 12 | (96,957) | (90,425) | (6,532)
Share premium | 12 | 26,650 | 26,650 | 0
Other reserves and retained earnings/(losses) | 12 | 2,163,625 | 1,998,177 | 165,448
Reserve for cumulative translation adjustments | 12 | (55,414) | 24,365 | (79,779)
Net result for the period | 12 | 209,336 | 262,603 | (53,267)
TOTAL GROUP EQUITY | | 2,293,122 | 2,294,474 | (1,352)
TOTAL MINORITY INTERESTS | | 36,843 | 35,343 | 1,500
TOTAL EQUITY | | 2,329,965 | 2,329,817 | 148
NON-CURRENT LIABILITIES | | | |
Non-current payables to banks | 13 | 649,499 | 574,236 | 75,263
Long-term lease liabilities | 13 | 157,426 | 145,146 | 12,280
Financial derivatives | 13 | 5,991 | 2,574 | 3,417
Other non-current financial payables | 13 | 130 | 155 | (25)
Other non-current liabilities | 14 | 618 | 2,793 | (2,175)
Non-current provisions | 15 | 16,417 | 20,438 | (4,021)
Employee benefits | 16 | 29,100 | 47,356 | (18,256)
Deferred tax liabilities | 6 | 70,072 | 25,202 | 44,870
TOTAL NON-CURRENT LIABILITIES | | 929,253 | 817,900 | 111,353
CURRENT LIABILITIES | | | |
Current payables to banks | 13 | 556,864 | 425,294 | 131,570
Short-term lease liabilities | 13 | 20,659 | 93,346 | (72,687)
Financial derivatives | 13 | 440 | 1,607 | (1,167)
Other current financial payables | 13 | 176 | 545 | (369)
Trade payables | 17 | 658,849 | 697,574 | (38,725)
Tax payables | 18 | 15,467 | 11,719 | 3,748
Current provisions | 15 | 2,569 | 5,365 | (2,796)
Contract liabilities | 19 | 91,615 | 80,347 | 11,268
Other current liabilities | 19 | 183,159 | 166,576 | 16,583
TOTAL CURRENT LIABILITIES | | 1,529,798 | 1,482,373 | 47,425
TOTAL LIABILITIES | | 2,459,051 | 2,300,273 | 158,778
TOTAL EQUITY AND LIABILITIES | | 4,789,016 | 4,630,090 | 158,926
2025 Brembo Annual Report 193
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.1.2 CONSOLIDATED STATEMENT OF INCOME
(euro thousand) | Notes | 31.12.2025 | 31.12.2024 | Change
| :--- | :--- | ---: | ---: | ---:
Revenue from contracts with customers | 20 | 3,702,699 | 3,840,643 | (137,944)
Other revenues and income | 21 | 46,202 | 47,926 | (1,724)
Costs for capitalized internal works | 22 | 35,391 | 31,497 | 3,894
Raw materials, consumables and goods | 23 | (1,650,180) | (1,758,445) | 108,265
Income (expense) from non-financial investments | 24 | 8,933 | 16,253 | (7,320)
Other operating costs | 25 | (764,194) | (787,271) | 23,077
Personnel expenses | 26 | (766,724) | (729,547) | (37,177)
GROSS OPERATING INCOME | | 612,127 | 661,056 | (48,929)
Depreciation, amortization and impairment losses | 27 | (275,675) | (267,723) | (7,952)
NET OPERATING INCOME | | 336,452 | 393,333 | (56,881)
Financial income | 28 | 246,671 | 319,784 | (73,113)
Financial expense | 28 | (286,439) | (358,357) | 71,918
Net interest income (expense) | 28 | (39,768) | (38,573) | (1,195)
Interest income (expense) from investments | 29 | (1,076) | 11,131 | (12,207)
RESULT BEFORE TAXES | | 295,608 | 365,891 | (70,283)
Taxes | 30 | (81,514) | (99,570) | 18,056
NET RESULT FOR THE PERIOD | | 214,094 | 266,321 | (52,227)
Of which attributable to: | | | |
– Minority interests | | 4,758 | 3,718 | 1,040
– the Group | | 209,336 | 262,603 | (53,267)
BASIC/DILUTED EARNINGS PER SHARE (euro) 31 | | 0.66 | 0.82 |
5.1.3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| 31.12.2025 | 31.12.2024 | Change | |
|---|---|---|---|
| NET RESULT FOR THE PERIOD | 214,094 | 266,321 | (52,227) |
| Other comprehensive income/(losses) that will not be subsequently reclassified to income/(loss) for the period: | |||
| Effect of actuarial gain (loss) on defined-benefit plans | (967) | 637 | (1,604) |
| Tax effect | 247 | (176) | 423 |
| Effect of actuarial gain (loss) on defined-benefit plans regarding companies valued using the equity method | 47 | 81 | (34) |
| Fair value measurement of investments | (821) | 3,926 | (4,747) |
| Tax effect | 0 | 803 | (803) |
| Total other comprehensive income/(losses) that will not be subsequently reclassified to income/(loss) for the period | (1,494) | 5,271 | (6,765) |
| Other comprehensive income/(losses) that will be subsequently reclassified to income/(loss) for the period: | |||
| Effect of hedge accounting (cash flow hedge) of derivatives | (29,439) | 144 | (29,583) |
| Tax effect | 2,217 | 3,969 | (1,752) |
| Change in translation adjustment reserve(82,077) 51,408 (133,485) Total other comprehensive income/(losses) that will be subsequently reclassified to income/(loss) for the period (109,299) 55,521 (164,820) COMPREHENSIVE RESULT FOR THE PERIOD 103,301 327,113 (223,812) Of which attributable to: – Minority interests 2,460 4,679 (2,219) – the Group 100,841 322,434 (221,593) |
2025 Brembo Annual Report 194
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. 5.1.4 CONSOLIDATED STATEMENT OF CASH FLOWS (euro thousand)
| Notes | 31.12.2025 | 31.12.2024 |
|---|---|---|
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 11 | 605,595 |
| Result before taxes | 295,608 | |
| Depreciation, amortization and Impairment losses | 27 | 275,675 |
| Capital gains/losses | (884) | |
| Income/expense from investments | 3 | (8,396) |
| Financial income/expense | 28 | 33,750 |
| Dividends received | 29 | 0 |
| Financial portion of provisions for defined benefits and payables for personnel | 16-18 | 668 |
| Long-term provisions for employee benefits | 16 | 16,363 |
| Other provisions net of utilizations | (18,253) | |
| Cash flows generated by operating activities | 594,531 | |
| Current taxes paid | (72,258) | |
| Uses of long-term provisions for employee benefits | 16 | (39,459) |
| (Increase) reduction in current assets: | ||
| inventories | 32,730 | |
| financial assets | 89 | |
| trade receivables | 73,252 | |
| receivables from others and other assets | (8,635) | |
| Increase (reduction) in current liabilities: | ||
| trade payables | (24,163) | |
| payables to others and other liabilities | 25,457 | |
| Translation differences on net working capital | 198 | |
| Net cash flows from/(for) operating activities | 581,742 |
| (euro thousand) | Notes | 31.12.2025 | 31.12.2024 |
|---|---|---|---|
| Investments in: | |||
| property, plant and equipment | 1 | (359,324) | (363,964) |
| intangible assets | 2 | (52,169) | (47,090) |
| financial assets (shareholdings) | (896) | (4,551) | |
| Price for disposal or reimbursement value of shareholdings | 0 | 282,906 | |
| Price for disposal or reimbursement value of fixed assets | 4 | 5,280 | 3,200 |
| Amounts (paid)/received for the acquisition/disposal of subsidiaries, net of the associated cash and cash equivalents | (358,794) | 0 | |
| Interests received | 16,925 | 23,549 | |
| Dividends received | 5,000 | 26,048 | |
| Net cash flows from/(for) investing activities | (743,978) | (79,902) | |
| Dividends paid in the period | (95,661) | (95,661) | |
| Interests paid | 11 | (53,544) | (52,804) |
| Acquisition of own shares | 12 | (6,532) | (57,456) |
| Dividends paid to minority shareholders in the period | (960) | (960) | |
| Change in fair value of derivatives | (1,661) | 4,685 | |
| Payment of lease liabilities | (102,783) | (28,607) | |
| Loans and financing granted by banks and other financial institutions in the period | 13 | 260,179 | 250,000 |
| Repayment of long-term loans and other financing | (163,711) | (102,521) | |
| Net cash flows from/(for) financing activities | (164,673) | (83,324) | |
| Total cash flows | (326,909) | 262,270 | |
| Translation differences on cash and cash equivalents | 5,647 | (2,542) | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 11 | 284,333 | 605,595 |
2025 Brembo Annual Report 195
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. 5.1.5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (euro thousand)
| Notes | Issued share capital | Statutory reserve | Legal reserves | Other reserves and retained earnings/ (losses) | Reserve for cumulative translation adjustments | Net result for the period | Group equity | Equity of minority interests | Equity | Revaluation reserve | Hedging reserve | Treasury shares | Share premium |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2024 | 12 | 34,728 | 0 | 13,369 | 20,894 | (90,425) | 26,650 | 1,783,622 | (26,082) | 305,039 | 2,067,795 | 31,624 | 2,099,419 |
| Allocation of profit for the previous year | 209,378 | (209,378) | 0 | 0 | 0 | ||||||||
| Payment of dividends | (95,661) | (95,661) | |||||||||||
| Other changes | (94) | (94) | |||||||||||
| Reduction of share capital due to relocation | 0 | 0 | (27,721) | ||||||||||
| Components of comprehensive income: | |||||||||||||
| Effect of actuarial income/(loss) on defined benefit plans | 16 | 461 | 461 | ||||||||||
| Effect of actuarial income/(loss) on defined benefit plans, for companies valued using the equity method | 3 | 81 | 81 | ||||||||||
| Fair value measurement of investments | 4 | 4,729 | 4,729 | ||||||||||
| Effect of hedge accounting (cash flow hedge) of derivatives | 13 | 4,113 | 4,113 | ||||||||||
| Change in translation adjustment reserve | 32 | 50,447 | 50,447 | 961 | 51,408 | ||||||||
| Net result for the period | 262,603 | 262,603 | 3,718 | 266,321 | |||||||||
| Balance at 1 January 2025 | 12 | 7,007 | 27,721 | 13,369 | 25,007 | (90,425) | 26,650 | 1,998,177 | 24,365 | 262,603 | 2,294,474 | 35,343 | 2,329,817 |
| Allocation of profit for the previous year | 166,942 | (166,942) | 0 | 0 | 0 | ||||||||
| Payment of dividends | (95,661) | (95,661) | |||||||||||
| Buy-back of own shares | (6,532) | (6,532) | (6,532) | ||||||||||
| Reclassification | 1,815 | (1,815) | 0 | 0 | 0 | ||||||||
| Components of comprehensive income: | |||||||||||||
| Effect of actuarial income/(loss) on defined benefit plans | 16 | (720) | (720) | ||||||||||
| Effect actuarial income/(loss) on defined benefit plans, for companies valued using the equity method | 3 | 47 | 47 | ||||||||||
| Fair value measurement of investments | 4 | (821) | (821) | ||||||||||
| Effect of hedge accounting (cash flow hedge) of derivatives | 13 | (27,222) | (27,222) | (27,222) | |||||||||
| Change in translation adjustment reserve | 32 | (79,779) | (79,779) | (2,298) | (82,077) | ||||||||
| Net result for the period | 209,336 | 209,336 | 4,758 | 214,094 | |||||||||
| Balance at 31 December 2025 | 12 | 8,822 | 25,906 | 13,369 | (2,215) | (96,957) | 26,650 | 2,163,625 | (55,414) | 209,336 | 2,293,122 | 36,843 | 2,329,965 |
2025 Brembo Annual Report 196
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. 5.2 Explanatory Notes to the Consolidated Financial Statements at 31 December 2025
GENERAL INFORMATION
Brembo N.V. (hereafter also the “Parent”) is a company listed in Euronext Milan, Italy, having its statutory seat in The Netherlands and enrolled in the Chamber of Commerce – KVK – of Amsterdam (No. 93710054), with its headquarters and tax residence at Via Stezzano 87, 24126 Bergamo, Italy (VAT Code 00222620163). Brembo N.V. ultimate controlling party is Nuova FourB S.r.l., which holds 81.08% of voting rights. In the vehicle industry components sector, the Brembo Group is active in the research, design, production, assembly and sale of high-performing braking systems, wheels and light alloy and metal casting, in addition to mechanical processes in general. The extensive product range consists of brake calipers and pads, brake discs, wheel-side modules, complete braking systems with integrated engineering services, supporting the development of the new models offered to customers. Brembo’s products and services are used in the automotive industry, for light commercial and heavy industrial vehicles, motorcycles and racing competitions.
5.2.1 FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION
The Consolidated financial statements at 31 December 2025 are prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and ratified by the European Union (IFRS-EU), and with Part 9 of Book 2 of the Dutch Civil Code. These include all the international accounting standards (IAS) and interpretations of the International Financial Reporting Standards Interpretation Committee (IFRIC). The Consolidated Financial Statements include the Consolidated Statement of Financial Position, the Consolidated Statement of Income, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, and these Explanatory Notes, in accordance with IFRS requirements. The Group has prepared the financial statements on a going concern basis, in the belief that there are no material uncertainties that might cast significant doubt over this assumption. The Directors believe that there is a reasonable expectation that the Group possesses adequate resources to continue in operational existence for the foreseeable future. The financial statements are prepared by the Board of Directors and authorized for issue on 18 March 2026 and will be submitted for adoption to the Annual General Meeting of Shareholders of 29 April 2026.
BASIS OF PREPARATION AND PRESENTATION
The Consolidated Financial Statements of the Group have been prepared on the basis of the financial statements as of 31 December 2025 of the relevant consolidated companies, adjusted, where necessary, to ensure conformity with the Group’s classification criteria and accounting policies, approved by the Boards of Directors or, if available, by the Shareholders’ Meetings. The Consolidated Financial Statements have been prepared in accordance with the general principle of providing a true and fair presentation of the Group’s assets and liabilities, financial position, statement of income results and cash flows, based on the following general assumptions: going concern, accrual accounting, consistency of presentation, materiality and aggregation, prohibition of offsetting, and comparative information. The administrative period and the closing date for preparing the Consolidated Financial Statements correspond to the ones for the Financial Statements of the Parent and all the consolidated companies. The Consolidated Financial Statements are presented in euro, which is the functional currency of the Parent, Brembo N.V., and all amounts are rounded to the nearest thousand unless otherwise indicated. The Consolidated Financial Statements provide comparison figures for the previous year. When applying an accounting standard or retroactively recognizing an adjustment, or reclassifying financial statement items, the Group includes an additional column showing the Statement of Financial Position for the first comparison year.# 2025 Brembo Annual Report 197
The Group made the following choices in relation to the presentation of the Financial Statements: for the Consolidated Statement of Financial Position, there is separate disclosure of the current and non-current assets and the current and non-current liabilities. Current assets, which include cash and cash equivalents, are those assets that will be realized, sold or consumed in the Group’s normal operating cycle. Current liabilities are obligations that will be liquidated within the Group’s normal operating cycle or within 12 months of the close of the accounting period; in the Consolidated Statement of Income, expense and income items are stated based on their nature; the Consolidated Statement of Comprehensive Income has been reported in a separate statement; for the Consolidated Statement of Cash Flows, the indirect method was used, as indicated in IAS 7.
DISCRETIONARY VALUATIONS AND SIGNIFICANT ACCOUNTING ESTIMATES
Preparing financial statements in compliance with the applicable accounting standards requires management to make estimates that may have a significant effect on the items reported in the accounts. Estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the current circumstances and given the information available at the reporting date. Actual results may differ from these estimates. Estimates and associated assumptions are reviewed on an ongoing basis. Revisions of estimates are recognized in the period in which such estimates are revised. Management’s decisions that have a significant impact on the financial statements and estimates and have a significant risk of material adjustments to the book value of assets and liabilities in the next accounting period, are discussed in the notes to the individual financial statement entries.
Index
- Directors’ Report
- Corporate Highlights
- Vision and Mission
- Sustainability Statement
- Corporate Governance
- Financial Statements
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
Capitalization of development costs
The initial capitalization is based on management’s judgement about the technical and economic feasibility of the project, usually when the project has reached a certain phase of the development plan. When assessing the recoverability of development costs, recoverable amount is estimated on the basis of the future cash flows expected from the project, the applicable discount rates and the period in which expected benefits will be generated. Further information is given in Note 2 of these Explanatory Notes.
Taxes
The Consolidated Financial Statements include deferred tax assets associated with the recognition of tax losses or tax credits that may be used in subsequent years and income components that are tax-deductible on a deferred basis, resulting in an amount the future recovery of which is deemed highly probable by company management. The recoverability of such deferred tax assets is conditional on earning future taxable income sufficient to offset such tax losses and for the use of the benefits of other deferred tax assets. Significant management’s judgement is required in assessing the probability of the recoverability of deferred tax assets, taking into account all possible negative and positive evidence, and in determining the amount that may be recognized on the basis of the timing and amount of future taxable income, future tax planning strategies and the tax rates in effect when the differences will be reversed. Deferred tax liabilities for taxes on non-distributed profits of subsidiaries, associates or joint ventures are not recognized to the extent that it is considered probable that they will not be distributed in the foreseeable future. The wide range of international commercial relations, the long-term nature and the complexity of current contractual agreements, any differences between actual results and formulated hypothesis, or future changes of those assumptions, may require future adjustments to previously recognized income taxes and expenses. If it should be concluded that the Group is no longer able to recover in future years part or all of the deferred tax assets recognized, the consequent adjustment will be taken to the Statement of Income in the year in which this occurs. The recoverability of deferred tax assets is reviewed at the end of each period. Deferred tax assets not recognized in the financial statements are reassessed at each reporting date to verify the conditions for recognizing them. Further information is given in Note 6 of these Explanatory Notes.
Impairment of non-financial assets
The recoverable amounts of such assets have been verified in accordance with the criteria laid down in IAS 36. When determining their recoverable amount, the Group generally applies the criterion of value in use, defined as the present value of the future cash flows expected from the assets being assessed. CGUs (cash-generating units) have been identified in accordance with the Group’s organizational and business structure as assets that generate independent cash inflows from their ongoing use. CGUs are thus represented by the individual legal entities that serve the markets, and the criteria for defining them were not changed during the year. In limited cases, the CGU may be represented by the business of reference present in the region, even if managed by multiple legal entities. An impairment loss occurs when the carrying amount of an asset or a cash-generating unit exceeds its recoverable amount, which is the greater of fair value less costs to sell and its value in use. Recoverable amount is highly dependent on the discount rate used in the discounted cash flow model (which reflects the current market assessments of the time value of money and the risks specific to the asset in question), the expected future cash flows and the growth rate used for extrapolation. The expected future cash flows used to determine value in use are based on the most recent financial plan approved by management, containing projected volumes, revenues, operating costs and investments. The key assumptions used to determine the recoverable amounts of the various cash-generating units, including a sensitivity analysis, are described in detail in these Explanatory Note 2 hereto.
Defined benefit plan
The cost of defined benefit pension plans and other post-employment medical care and the present value of the defined benefit obligation are determined according to an actuarial assessment. Costs and liabilities associated with such plans are calculated based on estimates prepared by actuarial consultants, who use a combination of statistical and actuarial factors, including statistical data concerning previous years and projections of future costs. In addition, the components of estimation also include mortality and retirement rates, assumptions regarding the future evolution of discount rates, salary growth rates, inflation rates and an analysis of the performance of healthcare costs. These estimates may differ substantially from actual results due to the development of economic and market conditions, increases or decreases in retirement rates and the life expectancy of participants and changes in actual healthcare costs. Due to the complexity of the assessment and its long-term nature, such estimates are extremely sensitive to changes in assumptions. All assumptions are therefore reviewed annually. Further information is given in Note 16 of these Explanatory Notes.
Fair value measurement of financial instruments
The determination of the fair value of financial instruments is a structured process involving the use of complex valuation methodologies and techniques and the collection of up-to-date information from the markets of reference and/or the use of internal input data. The fair value of financial instruments is calculated on the basis of market prices, where available, or, for unlisted financial instruments, by applying specific valuation techniques based on the discounting of future cash flows. As with other estimates, the determination of fair value, while based on the best available information and the adoption of adequate valuation methodologies and techniques, is intrinsically characterized by elements of uncertainty and the use of professional judgement, which could result in projected values that differ from actual results.
Climate Change
A worldwide process of decarbonization and electrification of the global economy is in progress. In accordance with the requirements of the Paris Agreement, this process is crucial to achieving the net zero goal, which should prevent the severe consequences of an increase in temperatures of over 1.5°C. To this end, and as illustrated in greater detail in the Sustainability statement, the Group has set its own strategic guidelines, which lay down: a process aimed at reducing to zero by 2040 the CO2emissions classified as Scopes 1 and 2 (direct and indirect emissions generated by its activities) and Scope 3 (emissions generated by the value chain); the development of solutions that facilitate the emission reduction, increasing vehicles’ overall efficiency. Within this framework, IAS 1 requires that the Notes to the Financial Statements include a disclosure of the entity’s assumptions concerning the future that might entail a significant risk of causing a material adjustment in the subsequent financial year.The consequences in terms of investments, costs and cash flows are taken into consideration when preparing the financial statements, in accordance with the progress of the roadmap of the 2025 Brembo Annual Report 198 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission process (e.g., revision of the useful lives of assets planned to be replaced, adjustment of impairment tests to reflect the impacts on investment flows, etc.). It is possible that in the future the carrying amounts of assets and liabilities in the Group’s financial statements may be subject to various impacts as the strategy for managing climate change continues to evolve. These aspects are monitored through coordination between the various company functions involving a cross-functional work team set up to conduct thorough analyses of the impact of projects aimed at reducing the emissions generated by the production process and value chain. The roadmap to achieving the net zero goal is periodically updated and discussed within the Sustainability Committee to assess specific investment needs, evaluate the impact of external events and update the state of progress. Pursuant to IAS 36, impairment tests are conducted on the basis of the Group’s Business Plan, which in turn is founded on short-, medium-, and long-term strategic objectives. The cash flows used are therefore drawn from this plan and include both the risks and opportunities associated with climate change (e.g., energy efficiency projects, replacement of energy sources, development of low-emissions products, etc.). IAS 16 and 38 establish the criteria for capitalizing costs. Costs, including those of developing new solutions that reduce consumption, are capitalized when they meet the requirements set by the two standards. The useful lives of property, plant and equipment, along with those of intangible assets, are determined in accordance with the Group’s strategic objectives and Business Plan. IFRS 13 requires a disclosure of the key assumptions used when assets are measured at fair value and measurement may include various possible scenarios. The Company’s portfolio includes VPPAs (Virtual Power Purchase Agreements) and a CPPA (Corporate Power Purchase Agreement). The VPPAs are measured at fair value on the basis of market scenarios that reflect actual transactions, fundamental models and operators’ expectations regarding short-, medium-, and long-term energy scenarios according to IFRS 9 principle, applying hedge accounting. In particular, as part of the assessment of the existence of an economic relationship between the hedged item and the hedging instrument through a qualitative assessment, the Company expects a high level of compensation between change in fair value of hedging instrument and present value of cash flows resulting from hedged item due to: identical volume of the hedging instrument (VPPA) and the hedged item (forecasted purchase price of electricity) in each year; similar payments dates; an identical basis instrument for floating price (TGe24 index). At each assessment date the Group will review whether all above key terms and conditions are still matched. The CPPA is elected for own use exemption, according to the same accounting principle. In addition, specific sensitivity analyses are conducted to take account of the various future scenarios. VPPA contracts, in particular, are managed to hedge electricity price in Poland (paying a fixed price) and to grant the company a higher share of green energy, according to its sustainability targets. On the basis of IAS 37, it is possible that the provisions previously recognized for future events could be realized sooner, with the resulting change in the estimate to be recognized. Climate change, and the ensuing associated legislation, might require the reconsideration of such estimates and recognition of liabilities previously not recognized, for which specific disclosure would be provided. Despite including considerable investments relating to sustainability objectives in its financial plans, Brembo has introduced an additional sensitivity scenario for its flows (at both consolidated level and GBU level), designed to reflect its net zero goals. Accordingly, cash outflows were simulated, both during the explicit period and in the estimate of terminal value, to simulate the cost of neutralizing CO2emissions (Scope 1) on the basis of the market values that would be incurred to neutralize them.
CHANGE IN ACCOUNTING STANDARDS AND DISCLOSURES
The valuation and measurement criteria used are based on the IFRS in force as of 31 December 2025 and endorsed by the European Union. In the reporting year, the Group applied a series of amendments to the international accounting standards issued by the IASB that entered into effect on a mandatory basis for accounting periods that begin on or after 1 January 2025. Their adoption had no impact on the information or the amounts indicated in these Financial Statements.
Amendments to IAS 21 – The Effects of Changes in For-eign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023)
These amendments clarify when a currency is considered exchangeable and how to determine the exchange rate when it is not. The amendments also specify the disclosures required when a currency is not exchangeable
Other standards, interpretations or amendments, endorsed or not yet endorsed, and not yet entered into force at the reporting date, are listed in the following table:
| Description | Endorsed | Expected date of entry into force |
|---|---|---|
| Annual Improvements Volume 11 (issued on 18 July 2024) | YES | 1 January 2026 |
| Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity (issued on 18 December 2024) | YES | 1 January 2026 |
| Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments (issued on 30 May 2024) | YES | 1 January 2026 |
| IFRS 18 – Presentation and Disclosure in Financial Statement(issued on 9 April 2024) | NO | 1 January 2027 |
| IFRS 19 – Subsidiaries without Public Accountability Disclosure(issued on 9 May 2024) | NO | 1 January 2027 |
| Amendments to IAS 21 – The effects of changes in foreign exchange rates: translation to hyperinflationary presentation currency (issued on 13 November 2025) | NO | 1 January 2027 |
| Amendments to IFRS 19 – Subsidiaries without Public Accountability Disclosure(issued on 21 August 2025) | NO | 1 January 2027 |
The Group did not opt for early adoption of new standards, interpretations or amendments that have been issued but have not entered into force yet.
2025 Brembo Annual Report 199 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission
PRINCIPLES AND BASIS OF CONSOLIDATION
The Consolidated Financial Statements include the Financial Statements of the Parent, Brembo N.V., at 31 December 2025, and the Financial Statements of the companies controlled by Brembo N.V. pursuant to IFRS 10. Control arises when the Group is exposed, or has rights, to variable returns from its involvement with the investee and at the same time has the ability to influence those returns through its power over the said investee. Specifically, the Group controls an investee if, and only if, the Group has: power over the investee (i.e., existing rights that give the current ability to direct the relevant activities of the investee); exposure, or rights, to variable returns from its involvement with the investee; the ability to exert its power over the investee to influence its returns. It is generally presumed that the majority of voting rights confers control. In support of this assumption, where the Group holds less than the majority of voting rights (or similar rights), the Group considers all facts and circumstances relevant to determining whether it controls the investee, including the contractual agreements with the other vote-holders of the investee, rights arising from other contractual agreements and the Group’s actual and potential voting rights. The Group reconsiders whether it controls an investee if the facts and circumstances indicate that there have been changes in one or more of the three factors relevant to determining control. A subsidiary begins to be consolidated when the Group obtains control of it and ceases to be consolidated when the Group loses control. The assets, liabilities, revenues and costs of a subsidiary acquired or disposed of during the year are included in the Consolidated Financial Statements from the date the Group obtains control until the date the Group no longer controls the company. Income (loss) for the year and other comprehensive income components are allocated to the shareholders of the Parent and minority interests, even if this results in a negative balance for the minority interests. Where necessary, the appropriate adjustments are applied to the financial statements of subsidiaries, so as to ensure compliance with the Group’s accounting policies. All intra-group assets and liabilities, equity, revenues, costs and cash flows relating to transactions between Group entities are completely eliminated during the consolidation process. Changes in percent interests in a subsidiary that do not entail a loss of control are recognized at equity. If the Group loses control of a subsidiary, it eliminates the related assets (including goodwill), liabilities, minority interests and other equity components, while any profit or loss is recognized in the Statement of Income. The residual interest, if any, is measured at fair value. The following corporate transactions impacting the Group’s consolidation area were performed in 2025: in April 2025, Brembo, through its new entity Brembo (Shanghai) AI Technology Co.Ltd., inaugurated its first Brembo Inspiration Lab in Asia, located in Shanghai. The Brembo Inspiration Lab focuses on advancing the company’s capabilities in software development, artificial intelligence applications and data science. Following the agreement signed on 11 October 2024, on 2 January 2025 Brembo completed the acquisition of a 100% stake in Öhlins, the leading manufacturer of premium, high-performance suspension technology for motorcycles and cars. The acquisition of Öhlins enables the Group to expand its offerings for the automotive market, enhance its role as a provider of integrated, intelligent solutions to its customers and further strengthen its brand portfolio. The total consideration for the transaction was €366 million, paid using available liquidity. The amount includes also the post closing price adjustment, determined accordingly to the contractual agreement and equal to €4 million. The transaction was accounted for using the acquisition method and the Consolidated Financial Statements include the result of Öhlins from 1 January 2025. The breakdown of the acquisition date fair value of the assets and liabilities is as follows:
| Acquisition date fair value | Net assets (€/1,000) |
|---|---|
| Property, plant and equipment | 14,048 |
| Intangible assets | 178,975 |
| Other receivables and non-current liabilities | 866 |
| Inventories | 20,547 |
| Trade receivables | 20,444 |
| Other receivables and current assets | 2,426 |
| Cash and cash equivalents | 7,245 |
| Trade payables | (9,116) |
| Other payables and current liabilities | (21,108) |
| Provisions/deferred taxes | (37,005) |
| Medium/long-term financial debt | (5,456) |
| Short-term financial debt | (1,662) |
| Total net assets measured at fair value | 170,204 |
| Group equity (100% of net assets) | (170,204) |
| Consideration agreed | 366,038 |
| Goodwill arising from acquisition | 195,834 |
Cash flows at acquisition
| Subsidiary's net cash and cash equivalents | 7,245 |
|---|---|
| Amount paid | (366,038) |
| Net cash flows at acquisition | (358,793) |
The fair value of Trade receivables (€20,444 thousand) and Other receivables (€2,426 thousand) equals to their gross contractual amount, representing the value that is expected to be received from these receivables. Recognized goodwill is attributable to the synergies and other economic benefits generated by the integration of the commercial activities and transactions of Öhlins into the Brembo Group. With regard to intangible assets, identified using the acquisition method, fair value was measured based on the methods commonly used for this purpose by international valuation practices (i.e., the relief from royalty method applied to value technology and trademark and the multi period excess earnings method applied to customer relationships). The useful life of technology is estimated at 10 years and that of customer relationships at 15 years, while trademark has an indefinite useful life. According to the purchase agreement, there are no contingent liabilities. In the final purchase price allocation process, customer relationships have been valued at €84,622 thousand, technology at €43,236 thousand and trademark at €51,117 thousand. Sales generated by Öhlins in 2025 amounted to €134,571 thousand (accounted for racing applications) and net income totaled €7,743 thousand. The list of consolidated subsidiaries, associates and joint ventures that are accounted for using the equity method, along with information regarding their registered offices and the percentage of share capital held, is included in the paragraph “Information About the Group” of these Explanatory Notes.
Business combinations and goodwill
Business combinations (established after the date of transition to IFRS) are accounted for using the purchase accounting method envisaged by IFRS 3. The value of the entity included in the business combination is the 2025 Brembo Annual Report 200 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission sum of the fair value of the assets acquired and liabilities assumed, including contingent liabilities. The cost of a business combination is identified as the fair value, at the date control is obtained, of the assets acquired, liabilities assumed and equity instruments issued for the purposes of the combination. That cost is then compared with the fair value of the identifiable assets, liabilities and contingent liabilities upon acquisition. Any positive difference between the cost of the acquisition and the Group’s share of the fair value of the identifiable assets, liabilities and contingent liabilities upon acquisition is recognized as goodwill. Any negative differences are charged directly to the Statement of Income. If the initial cost of a business combination can only be determined provisionally, adjustments to the initial provisional values must be made within twelve months of the acquisition date. Minority interests are recognized on the basis of the fair value of the net assets acquired. If a business combination involves more than one transaction, with successive share purchases, each transaction is treated separately using the cost of the transaction and fair value information on the assets, liabilities and contingent liabilities at the date of each transaction to determine the amount of any differences. When control of a company is obtained through a subsequent share purchase, the previously held interests are accounted for based on the fair value of identifiable assets, liabilities and contingent liabilities at the date control is acquired. The acquiree measures contingent consideration at fair value at the acquisition date. The change in fair value of contingent consideration classified as an asset or liability, in that it is a financial instrument falling within the scope of IFRS 9, must be recognized in profit or loss or in Other Comprehensive Income. If the contingent consideration is not within the scope of IFRS 9, it is measured in accordance with the relevant IFRS. If the contingent consideration is classified as an equity instrument, its value is not remeasured and its subsequent settlement is recognized in equity. Goodwill is initially recognized at cost, as the difference of the aggregate of the value of the consideration transferred and the amount attributed to minority interests compared to net identifiable assets acquired and liabilities assumed by the Group. If the consideration is lower than the fair value of net assets of the acquired subsidiary, the difference is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any impairment losses. For the purposes of impairment testing, goodwill acquired in a business combination is allocated from the acquisition date to each of the Group’s cash-generating units that is expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree have been assigned to those units. If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. The goodwill associated with the operation disposed of is measured on the basis of the relative value of the operation disposed of and the portion of the cash-generating unit retained.
Equity investments in associates and joint ventures
An associate is a company over which the Group exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, without exercising control or joint control over the investee. A joint venture is a joint arrangement whereby the parties that have joint control have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control, which exists only when decisions about the relevant activities require the unanimous consent of all parties sharing control. Considerations used to determine significant influence or joint control are similar to those required to determine control of subsidiaries. The Group’s investments in associates and joint ventures are accounted for using the equity method. Under the equity method, an investment in an associate or a joint venture is initially recognized at cost. The carrying amount is increased or decreased to recognize the investor’s share of the investee’s profit or loss realized after the acquisition date. The goodwill related to the associate or joint venture is included in the carrying amount of the investment and is not tested separately for impairment. The Statement of Income reflects the Group’s share of the profits or losses of the associate or joint venture. All changes in Other Comprehensive Income relating to such investees have been presented in the Group’s Statement of Comprehensive Income. In addition, when an associate or a joint venture recognizes a change directly in equity, the Group recognizes its share of that change, where applicable, in its Statement of Changes in Equity. Unrealized gains and losses on transactions between the Group and associates or joint ventures are eliminated in proportion to the interest held in the associates or joint ventures. 2025 Brembo Annual Report 201 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission The aggregate share of the net result of associates and joint ventures attributable to the Group is recognized in the Statement of Income and represents the income or loss after taxes and the amounts attributable to the other shareholders of the associate or joint venture. The financial statements of associates and joint ventures are prepared at the same reporting date as the Group’s Financial Statements.Where necessary, such financial statements are adjusted to bring them into line with the Group’s accounting standards. Once the equity method has been applied, at each reporting date the Group assesses whether there is objective evidence that the investments in the associates or joint ventures have become impaired. In such cases, the Group calculates the amount of the loss as the difference between the recoverable amount of the associate or joint venture and the carrying amount of the investment in its financial statements, and then accounts for that difference in the Statement of Income. When significant influence over an associate or joint control of a joint venture is lost, the Group measures and recognizes the residual investment at fair value. The difference between the carrying amount of the investment at the date significant influence or joint control is lost and the fair value of the residual investment and consideration received is recognized in profit or loss.
Shareholdings in other companies
Shareholdings in other companies are classified and measured at fair values through other comprehensive income (OCI), as better described in the section “Financial Instruments – Financial Assets” below.
Conversion of the Financial Statements of foreign companies
The financial statements of the Group companies included in the Consolidated Financial Statements are denominated in the currency used in the primary market in which they operate (functional currency). The Group’s Consolidated Financial Statements are denominated in euro, which is the functional currency of the Parent Brembo N.V. At year end, the assets and liabilities of subsidiaries, associates and joint ventures with a functional currency other than the euro are translated into the currency used to prepare the consolidated Group accounts at the exchange rate prevailing at that date. Statement of Income items are translated at the average exchange rate for the period (as it is considered to represent the average of the exchange rates prevailing on the dates of the individual transactions). The differences arising from the translation of initial equity at end-of-period exchange rates and the differences arising as a result of the different method used for translating the result for the period are recognized under a specific heading of equity. If consolidated foreign companies are subsequently sold, accumulated conversion differences are recognized in the Statement of Income.
The following table shows the exchange rates used in the translation of financial statements denominated in currencies other than the Group’s functional currency (euro).
| Euro against other currencies | Exchange rate 2025 | Average exchange rate 2025 | Trading price High for the period | Trading price Low for the period | Exchange rate 2024 | Average exchange rate 2024 | Trading price High for the period | Trading price Low for the period |
|---|---|---|---|---|---|---|---|---|
| U.S. Dollar | 1.175000 | 1.129342 | 1.1837 | 1.0198 | 1.038900 | 1.082055 | 1.1196 | 1.0389 |
| Japanese Yen | 184.090000 | 168.945697 | 184.7700 | 156.5000 | 163.060000 | 163.817355 | 175.3900 | 155.6600 |
| Swedish Krona | 10.821500 | 11.064700 | 11.5125 | 10.7205 | 11.459000 | 11.43903 | 11.7740 | 11.1545 |
| Danish Krone | 7.468900 | 7.463378 | 7.4718 | 7.4581 | 7.457800 | 7.458879 | 7.4628 | 7.4536 |
| Polish Zloty | 4.221000 | 4.239192 | 4.2953 | 4.1308 | 4.275000 | 4.305748 | 4.3993 | 4.2483 |
| Czech Koruna | 24.237000 | 24.692002 | 25.2940 | 24.1250 | 25.185000 | 25.118922 | 25.4600 | 24.4880 |
| Mexican Peso | 21.118000 | 21.672895 | 23.1597 | 21.0093 | 21.550400 | 19.824911 | 22.2790 | 17.5982 |
| Pound Sterling | 0.872600 | 0.856611 | 0.8846 | 0.8253 | 0.829180 | 0.846592 | 0.8665 | 0.8243 |
| Brazilian Real | 6.436400 | 6.305534 | 6.6875 | 5.9526 | 6.425300 | 5.826786 | 6.5335 | 5.3069 |
| Indian Rupee | 105.596500 | 98.464648 | 107.0690 | 88.3335 | 88.933500 | 90.530736 | 93.8130 | 87.9290 |
| Chinese Renminbi | 8.226200 | 8.114944 | 8.4584 | 7.4500 | 7.583300 | 7.786260 | 7.9547 | 7.5458 |
| Russian Rouble | 93.381400 | 94.179076 | 114.9765 | 87.4866 | 114.976500 | 100.176490 | 119.5058 | 89.7376 |
| Swiss Franc | 0.931400 | 0.937107 | 0.9641 | 0.9185 | 0.941200 | 0.952603 | 0.9924 | 0.9267 |
| Thai Baht | 37.218000 | 37.105173 | 38.2820 | 34.9150 | 35.676000 | 38.178502 | 39.9480 | 35.4890 |
| Australian Dollar | 1.758100 | 1.751359 | 1.8391 | 1.6382 | 1.677200 | 1.639944 | 1.7008 | 1.6018 |
Transactions in currencies other than the functional currency
Transactions in currencies other than the functional currency are initially converted into the functional currency using the exchange rate prevailing at the date of the transaction. At the closing date of the accounting period, monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the exchange rate prevailing at that date. Exchange differences arising from such translation are recognized in the Statement of Income. Non-monetary assets and liabilities denominated in currencies other than the functional currency that are carried at cost are translated using the exchange rate prevailing at the transaction date, while those carried at fair value are translated using the exchange rate prevailing on the date the fair value is determined.
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Index
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. Corporate Governance
5. Financial Statements
- Letter from the Executive Chairman
- Sustainability Statement
ACCOUNTING STANDARDS AND VALUATION CRITERIA
Property, Plant, Equipment and right of use assets
Recognition and measurement
Property, plant, equipment and other equipment are recognized at cost, net of the related accumulated depreciation and any impairment loss. The cost includes the purchase or production price and direct costs incurred for bringing the asset to the location and in the conditions necessary for it to be capable of being operated; interest expense is also included, where applicable under IAS 23. Subsequent to initial recognition, the asset continues to be carried at cost and depreciated based on its useful life net of any impairment in value, taking into account any residual value. Land, including land linked to buildings, is recognized separately and is not depreciated since it is regarded as having an indefinite useful life.
Subsequent costs
Costs for improvements and transformations that increase the value of assets (i.e., they result in probable future economic rewards that can be reliably measured) are recognized in the assets section of the Statements of Financial Position as increases in the reference assets or as separate assets. Costs are recognized in the year in which they are incurred, where they relate to maintenance or repair and do not lead to any significant and measurable increase in productive capacity or in the useful life of the relevant asset.
Depreciation
Depreciation represents the economic and technical loss of value of the asset and is charged from when the asset is available for use; it is calculated using the straight-line method based on the rate considered representative of the estimated useful life of the asset. The range of expected useful lives of property, plant and equipment used for calculating depreciation is reported below:
| Category | Useful life |
|---|---|
| Land | Indefinite |
| Buildings | 10-35 years |
| Plant and machinery | 5-20 years |
| Industrial and commercial equipment | 2.5-10 years |
| Other assets | 4-10 years |
The residual values, useful lives and depreciation methods applied to property, plant and equipment are reviewed at the end of each year and prospectively corrected, where appropriate. Useful lives are unchanged compared to the previous year.
Leases
IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. It requires lessees to recognize all lease contracts in the financial statements on the basis of a single accounting model similar to that used to recognize finance leases that were governed by IAS 17. The lessee recognizes a liability for payments of rental fees specified in the lease contract and an asset representing the right to use the underlying asset for the period of the contract. Lessees must recognize separately the interest paid on the lease liability and depreciation of the right to use the asset. Lessees must also re-measure the lease liability when certain events happen (e.g., a change in lease contract conditions or a change in future lease payments caused by a change in an index or rate used to determine those payments). The lessee generally recognizes the re-measured amount of the lease liability as an adjustment to the right to use the asset. The Group determines the lease term as the non-cancellable portion of the lease, together with the periods covered by the option to extend the lease, where it is reasonably certain that this option will be exercized, as well as the periods covered by the lease break option, if it is reasonably certain that this option will not be exercized.
Leasehold improvements
Improvements to third-party assets that can be considered fixed assets are capitalized to the appropriate asset category and depreciated over the shorter of their useful life or the lease term.
DEVELOPMENT COSTS AND OTHER INTANGIBLE ASSETS
The Company recognizes intangible assets when the following conditions are met: the asset is identifiable, or separable, or can be separated or removed from the entity; the asset is controlled by the Group, meaning that the company has the power to obtain future economic rewards from the asset; it is probable that the Group will enjoy future rewards attributable to the asset. Intangible assets are initially measured at cost; subsequent to initial recognition, they are carried at cost less amortization, which is calculated using the straight-line method (beginning on the date the assets are available for use) over their useful lives, and net of any impairment losses, taking into account any residual value. The useful life of assets is reviewed periodically.Intangible assets with indefinite useful lives principally consist of acquired trademarks which have no legal, regulatory, contractual, competitive, economic, or other factor that limits their useful life. Intangible assets with an indefinite useful life are not amortized but are tested for impairment annually or more frequently whenever there is an indication that the asset may be impaired. An intangible asset generated in the development phase of an internal project is recognized as asset if the Group can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; the intention to complete the intangible asset and the ability to use or sell it; how the intangible asset will generate probable future economic rewards; the availability of adequate resources to complete the asset; the ability to measure reliably the expenditure attributable to the intangible asset during its development; the ability to use the intangible asset generated. Research costs are recognized in the Statement of Income. Similarly, in the case of externally acquired intangibles that qualify as research and development costs, only the costs attributable to the development phase are recognized as assets, provided that the above requirements are met. Such costs are capitalized under “Development costs” and amortized only when the development phase is concluded and the asset developed generates economic rewards. In the period in which internal development costs that can be capitalized are incurred, these costs are excluded from the Statement of Income item “Increase on internal works capitalized” and recognized in the item “Costs for capitalized internal works”. The range of expected useful lives of intangible fixed assets used for calculating amortization is reported below:
| Category | Useful life |
|---|---|
| Development costs | 3-5 years |
| Goodwill and other fixed assets with indefinite useful lives | Indefinite |
| Industrial patents and similar rights | 5-10 years |
| Other intangible assets | 3-5 years |
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Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. 5.
The residual values, useful lives and amortization methods applied to intangible assets are reviewed at the end of each year and prospectively corrected, where appropriate. Useful lives are unchanged compared to the previous year.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Goodwill, intangible assets with an indefinite life and development costs underway are systematically tested for impairment at least once a year, and whenever there are any indications of impairment. Property, plant and equipment, as well as intangible assets that are subject to depreciation and amortization are tested for impairment whenever indications of impairment arise. Write-downs correspond to the difference between the carrying value and recoverable value of the assets in question. The recoverable value is the greater of the fair value of an asset or cash-generating unit less the costs of disposal and the value in use, determined as the present value of estimated future cash flows. The value in use is defined as the cash flows expected to arise from the use of an asset, or the sum of the cash flows in the case of more cash-generating units. The expected future cash flows are measured using the unlevered discounted cash flows method and each group of assets is discounted to the present value using the WACC method (weighted average cost of capital). If the recoverable amount is less than the carrying amount, the carrying amount is reduced to the recoverable amount, and, as a general rule, the impairment loss is recorded in the Statement of Income. When the impairment loss of an asset (except for goodwill) is subsequently reversed, the carrying value of the asset (or cash-generating unit) is increased to the new estimate of recoverable value, without exceeding the value prior to write-down.
INVENTORIES
Inventories of raw materials and finished products are stated at the lower of cost of acquisition or market value and the corresponding presumable net realizable value estimated from market trends. The purchase cost includes costs incurred to bring each asset to the place it is stored. Manufacturing costs of finished products and semi-finished goods include direct costs and a portion of indirect costs that can be reasonably attributed to the products based on normal exploitation of the production capacity; interest expense is excluded. Work in progress is valued at production costs for the year, based on the progress report. The cost of inventories of raw materials, finished goods, goods for resale and semi-finished products is calculated using the weighted mean cost method. For raw materials, ancillaries and consumables, the presumable net realizable value corresponds to the replacement cost. For finished products and semi-finished goods, the presumable net realizable value corresponds to the estimated sales price in the ordinary course of business, less the estimated costs of completion and costs to sell. Inventories that are obsolete or characterized by a long turnover period are written down on the basis of their possible useful life or future realizable value, by creating a special provision for inventory adjustment.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash balances, unrestricted deposits and other treasury investments with original maturities of up to three months. A treasury investment is classified among cash and cash equivalents when it is instantly convertible to cash with minimal risk of any fluctuation in value and when it is intended to meet short-term cash requirements and is not held as an investment. For purposes of the Statement of Cash Flows, cash balances are stated net of bank overdrafts at the end of the period.
PROVISIONS
Provisions include certain or probable costs of a specific nature, the amount or settlement date of which could not be determined at year end. A provision is recognized when: there is a present obligation (legal or constructive) as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; a reliable estimate can be made of the amount of the obligation. Provisions are recognized at the present value of the expected expenditure required to settle the related obligation. Where the Group expects some or all of the expenditure required to settle a provision to be reimbursed, such as for the case of insured risks, the reimbursement is treated as a separate asset and is recognized when, and only when, it is virtually certain that the reimbursement will be received. In this case, the expense relating to the provision is presented in the Statement of Income net of the amount recognized for the reimbursement. Provisions are periodically updated to reflect changes in cost estimates, timing and present value, if any; revisions to estimates of provisions are recognized under the same item of the Statement of Income under which the original provision was recognized and in the Statement of Income of the period in which the change is made. When provisions are discounted to present value, the change resulting from the passage of time or interest rate fluctuations is recognized under “Net interest income (expense)”. Any provisions for restructuring costs are recognized when the company involved has approved a formal detailed plan and communicated it to affected parties. A provision for costs arising from tax liabilities is recognized when the dispute to which the contingent liability refers is ongoing or likely. Provisions for product warranty costs are recognized when products are sold. Initial recognition is based on historical experience, excluding exceptional events, for which a precise assessment is conducted. The initial estimate of the costs of warranty work is reviewed annually.
EMPLOYEE BENEFITS
The difference between defined contribution plans, wholly unfunded defined benefit plans, wholly or partly funded defined benefit plans and other forms of long-term benefits is reported below.
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which a company pays contributions to an insurance company or pension fund and has no legal or constructive obligation to pay further contributions if, when the benefit right matures, the fund does not have sufficient assets to pay all benefits relating to employee service in the current or prior periods.
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Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
These contributions, which are paid for the services rendered by employees, are recognized in the same accounting period in which the services are rendered.
Defined benefit plans and other long-term benefits
Defined benefit plans are post-employment benefit plans that entail a future obligation for the company. The company assumes actuarial and investment risks in relation to the plan. To determine the present value of its obligations relating to such plans and the related service costs, the Group uses the “Projected Unit Credit Method”. This actuarial calculation method requires the use of unbiased and mutually compatible actuarial assumptions about demographic variables (mortality rate and employee turnover rate) and financial variables (discount rates and future increases in salary and benefits). When a defined benefit plan is wholly or partly funded by contributions paid either into a fund that is legally separate from the company or to an insurance company, any plan assets are measured at fair value. The obligation is therefore stated net of the fair value of the plan assets that will be used to directly meet such obligation.Remeasurements, which include actuarial gains and losses, any changes in the effect of the assets ceiling (excluding net interest) and return on plan assets (excluding net interest) are recognized immediately in the Statement of Financial Position, debiting or crediting retained earnings through Other Comprehensive Income in the period in which they occur. Remeasurements are not reclassified through profit or loss in the following years. Other long-term benefits refer to employee benefits other than post-employment benefits. They are accounted for in the same manner as defined benefit plans.
OWN SHARES
Own shares bought back are recognized at cost and are deducted from equity. No gain or loss is recognized in the Statement of Income on the purchase, sale, or cancellation of the company’s own shares. The difference between the carrying amount and the consideration, in case of reissue, is recognized in the share premium reserve.
GOVERNMENT GRANTS
Government grants are recognized at fair value, when there is reasonable assurance that all necessary conditions attached to them have been satisfied and the grants will be received. Grants received in recognition of specific expenses are recognized as liabilities and credited to the Statement of Income on a systematic basis over the periods necessary to match the grant income with the related expenditure. Grants received for defined assets that are recognized as fixed assets are accounted for as non-current liabilities and credited to the Statement of Income in relation to the period in which depreciation or amortization is charged for the relevant assets.
FAIR VALUE MEASUREMENT
The Group measures financial instruments, such as derivatives, at fair value at the end of each financial period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement assumes a sale of the asset or transfer of the liability taking place: in the principal market for the asset or liability; or in the absence of a principal market, the most advantageous market for the asset or liability. The principal or most advantageous market must be accessible to the Group. Fair value measurement takes into account the characteristics of the asset or liability being measured that market participants would consider when pricing the asset or liability, assuming that market participants act with the aim of best satisfying their economic interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic rewards by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques appropriate to the circumstances and for which sufficient data for fair value measurement are available, thus maximizing the use of significant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities, the fair value of which has been measured or recognized in the financial statements, are categorized based on the fair value hierarchy, as described below:
- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
- Level 2 - inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
- Level 3 - measurement techniques whereby inputs are unobservable inputs for the asset or liability.
The fair value measurement is categorized in its entirety in the hierarchy level of the lowest level input that has been used for the measurement. For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether shifts have occurred between hierarchy levels and revises the categorization (based on the lowest level input that is significant to the entire fair value measurement) at the end of each financial period.
FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Financial assets are initially recognized at their fair value, plus ancillary costs. Upon initial recognition, financial assets are classified, depending on their nature, in the following categories: financial assets measured at fair value through profit or loss or through other comprehensive income (OCI), loans, receivables and financial assets available for sale.
Loans and receivables (the category of greatest significance for the Group) are non-derivative financial assets, with fixed or determinable payments, that are not quoted in an active market. After initial recognition, such financial assets are measured at amortized cost, using the effective interest rate method, less impairment losses. Amortized cost is calculated by including any discounts, premiums or fees and/or costs, which are an integral part of the effective interest rate. The effective interest rate is recognized as interest income in the Statement of Income. Impairment losses are recognized in the Statement of Income as interest expense. This category normally includes trade and other receivables.
When accounting for financial assets measured at amortized cost, the Group first assesses whether impairment exists for each financial asset that is individually significant, and collectively for financial assets that are not individually significant. The carrying amount of an asset is reduced by recognizing a write-down provision, and the amount of the loss is recognized in the Statement of Income. Loans and the associated write-down provisions are derecognized when there is no realistic prospect that they may be recovered in future and the guarantees have been enforced or transferred to the Group. If, in a subsequent year, the amount of an estimated impairment loss increases or decreases because of an event occurring after the impairment is recognized, the previously recognized impairment loss is increased or decreased by adjusting the provision.
Financial assets are classified and measured at fair values through OCI when they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets. Upon the initial recognition of investments in equity instruments, the Group may irrevocably elect to classify its investments as equity instruments measured at fair value through OCI where they meet the definition of an equity instrument pursuant to IAS 32 – Financial Instruments: Presentationand are not held for trading. The classification is determined for each instrument. Gains and losses on such financial assets are never transferred to profit or loss. Dividends are recognized as other income in profit or loss when entitlement to payment is approved, unless the Group benefits from such income as a recovery of part of the cost of the financial asset, in which case the profits are taken to OCI. Equity instruments measured at fair value through OCI are not tested for impairment.
Financial assets are derecognized from the financial statements when the right to receive cash flows ceases, the Group transfers the right to receive cash flows from the asset to a third party, or the Group assumes a contractual obligation to pay them in full and without delay, and (1) it has transferred substantially all of the risks and rewards of ownership of the financial asset, or (2) it has neither transferred nor retained substantially all of the risks and rewards of the asset, but has transferred control of the asset. Where the Group has transferred the rights to receive the cash flows from an asset, or has entered into a contractual arrangement whereby it retains its contractual right to receive the cash flows from the asset, but assumes a contractual obligation to pay cash flows to one or more beneficiaries (pass-through arrangement), it evaluates the extent to which it has retained the risks and rewards of ownership.
Financial liabilities
Upon initial recognition, financial liabilities are classified among financial liabilities at fair value through profit or loss, loans and financing or derivatives designated as hedging instruments. All financial liabilities are initially recognized at fair value, in addition to directly attributable transaction costs in the case of loans, financing and payables. The Group’s financial liabilities extend to trade payables and other payables, loans and financing, including account overdrafts, guarantees issued and derivative financial instruments, as well as lease liabilities. Loans and payables (the category of greatest significance for the Group) are measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the Statement of Income when the liability is extinguished, as well as through the amortization process. Amortized cost is calculated by including the discount or premium of the acquisition, as well as costs and fees, which are an integral part of the effective interest rate. Amortization at the effective interest rate is gradually recognized to profit or loss over the life of the loan. Financial guarantees issued are contracts that require a payment to reimburse the holder of a debt instrument for a loss incurred by the holder due to default by the debtor on payment at the contractual due date. When the Group issues financial guarantees, the financial guarantee contracts are initially recognized as liabilities at fair value, plus the transaction costs directly attributable to issuing the guarantee.
2025 Brembo Annual Report 205 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and MissionThe liability is then measured at the greater of the best estimate of the outlay required to meet the guaranteed obligation at the reporting date and the initially recognized amount, less cumulative amortization. A financial liability is derecognized when the obligation underlying the liability is extinguished, cancelled or discharged. Where one existing financial liability is replaced by another attributable to the same borrower with substantially different conditions, or the conditions of an existing liability are substantially modified, such exchange or modification is accounted for by derecognizing the original liability and recognizing a new liability, with any differences between carrying amounts recognized in the Statement of Income.
Offsetting of financial instruments
A financial asset and a financial liability may be set off against one another, and the net balance presented in the Statement of Financial Position, if there is a legally enforceable right to set off the recognized amounts and the entity intends either to settle on a net basis or realize the asset and settle the liability simultaneously.
Loans, payables and other financial and/or trade liabilities with a fixed or determinable maturity are initially recognized at fair value, net of the transaction costs. After initial recognition, these payables are evaluated using the criterion of amortized cost at the effective interest rate. Long-term debts for which an interest rate is not specified are recognized by discounting future cash flows at market rate, if the increase in payables arises from the passage of time, with subsequent recognition of interest through profit or loss, in item “Net interest income (expense)”.
DERIVATIVES
Derivatives, including embedded derivatives separated from their host contracts, are initially recognized at fair value. Derivatives are classified as hedging instruments when the relationship between the derivative and the object of the hedge is formally documented and the degree of coverage, which is periodically checked, is high.
When hedging derivatives hedge the risk of changes in the fair values of the hedged instruments, they are recognized at fair value through profit or loss. Accordingly, the hedged instruments are adjusted to reflect changes in fair value associated with the hedged risk.
When derivatives hedge the risk of changes in the cash flows of the hedged instruments (cash flow hedges), the hedges are designated on the basis of the exposure to changes in cash flows attributable to risks that may influence profit or loss at a later date. Such risks are generally associated with a recognized asset or liability (such as future payments of variable-rate debt). The effective portion of the change in the fair value of the part of derivative contracts designated as hedges in accordance with the requirements of IFRS 9 is recognized in the Statement of Comprehensive Income (hedging reserve). That reserve is then released to the profit or loss when the hedged transaction is recognized in the Statement of Income. The ineffective portion of the change in fair value, along with the entire change in the fair value of derivatives not designated as hedges or that do not meet the requirements presented in IFRS 9, is recognized directly in profit or loss.
2025 Brembo Annual Report 206 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission
The current and non-current classification of active and passive derivative instruments is carried out considering the maturity of the future financial flows of the derivatives.
REVENUE FROM CONTRACTS WITH CUSTOMERS, OTHER REVENUES AND INCOME
Revenue from contracts with customers is recognized in the Statement of Income for an amount that reflects the consideration to which the entity claims entitlement in exchange for transferring the control of the goods or services to the customer. Revenues are recognized net of sales returns, discounts, allowances and taxes that are directly associated with the sale of the product or provision of the service.
Sales of goods and services are recognized at the fair value of the consideration received when the following conditions are met: the control associated with ownership of the good is transferred; the revenue amount can be measured reliably; it is probable that the economic rewards arising from the sale will flow to the Company; the costs incurred or that will be incurred can be measured reliably.
The sale of the brake system is the sole obligation (“at a point in time”), since revenue will be recognized when control of the asset is transferred to the customer, which generally coincides with the moment of delivery. The price, which refers to the sole Performance Obligation identified, resulting from market value and negotiations between the parties. Revenues are recognized net of sales returns, discounts, allowances and taxes that are directly associated with the sale of the product or provision of the service.
The Group supplies equipment sold separately from the brake systems. The equipment sold becomes the full property of the customer and does not have an alternative use, i.e. there are practical limitations — unique design specifications for the customer — that prevent the entity from easily directing the asset to another use in its complete form. There is thus a single performance obligation in the contract whose price coincides with the price of the order and that is satisfied when the customer obtains control of the asset.
The Group recognizes revenue for carrying out development activities of specific brake systems requested by its customers. If the services rendered by the Group regard primary product development and Brembo keep the ownership of the development, the related revenue is suspended from Statement of income, and a “Contract liability” is booked, until the development process is completed; then, the revenue is recognized in the Statement of income over the useful life of the product to which the development activity is related (the time horizon is estimated, on average, of five years). On the other hand, if the ownership of the development is sold to the customer, the revenue is recognized when the control (along with the risks/rewards) is transferred to the customer, i.e., upon invoicing to the customer.
Paragraph 15.B63 identifies the exceptions to the recognition of revenue over time. These exceptions are royalties and sales-based royalties. The exception applies to royalties collected for the licensing of Brembo’s trademark and technology. The proceeds are to be accounted for as revenue at a point in time and thus to be taken to the statement of income in full when they are received. The entity only recognizes revenue from sales-based royalties when the subsequent sale occurs, i.e. when the article produced using the trademark or technology to which the royalties refer is then sold, consequently, the revenue is accounted for in accordance with the principle of economic competence.
INTEREST INCOME (EXPENSE)
Interest income/expense is recognized after being measured on an accrual basis.
INCOME TAXES
Current tax assets and liabilities are measured as the amount that is expected to be recovered from or paid to the taxation authorities. The tax rates and laws used to calculate that amount are those enacted, or substantially enacted, at the reporting date in the countries in which the Group operates and generates its taxable income. Management periodically assesses the position assumed in the income tax return, where tax laws are subject to interpretation, and recognizes provisions, where appropriate. Any differences between the calculation of taxes in the financial statements and income tax returns or amounts paid or provisioned for direct income tax disputes are presented under the item “Prior years’ taxes and other tax payables”.
Deferred tax assets and liabilities are recognized in order to reflect the temporary differences between the value attributed to an asset/liability for tax purposes and that attributed based on the accounting standards applied at the reporting date. They are measured using the tax rates that are expected to apply in the year when the assets are realized or the liabilities are settled, based on tax rates in force or those already enacted or substantially enacted at the reporting date.
Deferred tax assets are recognized for all deductible temporary differences, unused tax credits and unused tax losses eligible to be carried forward, to the extent it is probable that sufficient future taxable income will be available to permit the use of the deductible temporary differences, unused tax credits and unused tax losses carried forward, except for the cases in which: the deferred tax asset related to the deductible temporary differences arises from initial recognition of an asset or liability in a transaction other than a business combination that does not affect accounting or taxable income at the time of the transaction; there are deductible temporary differences related to equity investments in subsidiaries, associates and joint ventures. In this case deferred tax assets are recognized solely to the extent it is probable that they will be reversed in the foreseeable future and there will be sufficient taxable income to permit such temporary differences to be recovered.
The carrying amounts of deferred tax assets are reviewed at each reporting date and reduced to the extent it is no longer probable that there will be sufficient future taxable income to permit all or part of the credit concerned to be used. Unrecognized deferred tax assets are reviewed at each reporting date and are recognized to the extent it has become probable that taxable income will be sufficient to permit such deferred tax assets to be recovered.Deferred tax liabilities are recognized on all taxable temporary differences, with the following exceptions: the deferred tax liabilities arise from the initial recognition of goodwill or an asset or liability in a transaction other than a business combination that does not affect accounting or taxable income at the time of the transaction; reversal of the taxable temporary differences related to equity investments in subsidiaries, associates and joint ventures may be controlled, and it is probable that it will not occur in the foreseeable future. Tax balances (current and deferred) attributable to amounts recognized directly in equity are also recognized directly in equity.
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. Current and deferred tax assets and liabilities are offset only when the legal right of offset exists; such amounts are recognized as receivables or payables in the Statement of Financial Position. The Company has monitored, and continues to monitor, the implementation of the OECD Pillar II in all countries in which the Group operates. Considering the analyses conducted for 2025, the Company has not identified any potential impacts arising from the Global Minimum Tax.
5. DIVIDENDS Dividends are recognized when the shareholders’ right to receive payment is established under local law. The Parent recognizes a liability to account for the distribution to its shareholders of cash or non-cash assets once the distribution has been appropriately authorized and is no longer at the Company’s discretion. Under current Italian company law, a distribution is authorized when it has been approved by the shareholders. The corresponding amount is recognized directly in equity.
NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
The Group classifies non-current assets and disposal groups as held for sale if their carrying amount will be recovered primarily through sale rather than through continuing use. Such non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value net of costs to sell. Costs to sell are incremental costs directly attributable to disposal, excluding interest expense and taxes.
The conditions for classification as held for sale are only considered to be met when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. The actions required to complete the disposal should indicate that it is unlikely that significant changes to the disposal will be made or that the disposal will be withdrawn. Management must be committed to the disposal, the completion of which must be expected to occur within one year of the classification date. Depreciation of property, plant and equipment and amortization of intangible assets cease when such assets are classified as available for sale. Assets and liabilities classified as held for sale are recognized separately among the current items of the financial statements. Assets held for sale are excluded from result from continuing operations and are presented through profit or loss for the year in a single item as “Net income/(loss) from assets held for sale”.
FINANCIAL RISK MANAGEMENT
The Brembo Group is exposed to market, commodity, liquidity and credit risks, all of which are tied to the use of financial instruments. Financial risk management is the responsibility of the central Treasury & Credit Management area of Brembo N.V., which, together with the Group Finance Department, evaluates the main financial transactions and related hedging policies.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices resulting from shifts in exchange rates, interest rates and equity security prices.
Interest Rate Risk
Interest rate risk applies to variable-rate financial instruments recognized in the Statement of Financial Position (particularly short-term bank loans, other loans, leases, bonds, etc.) that are not hedged by other financial instruments. In order to fix the financial burden relating to a part of its debt, Brembo has mainly entered into fixed-rate financing contracts and interest rate swaps. However, the Company continues to be exposed to interest-rate risk due to the fluctuation of variable rates. A sensitivity analysis was performed to analyze the effects of a change in interest rates of +/-50 basis points compared to the rates at 31 December 2025 and 31 December 2024, with other variables held constant. The potential impacts were calculated on the variable-rate financial liabilities at 31 December 2025. The aforementioned change in interest rates would result in a higher (or lower) annual net pre-tax expense of approximately €2,559 thousand (€1,660 thousand at 31 December 2024), gross of the tax effect. The average weekly gross financial debt was used to provide the most reliable information possible.
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
Exchange Rate Risk
Brembo deals in international markets with currencies other than the euro and is therefore exposed to exchange rate risk. To mitigate this risk, Brembo uses natural hedging (offsetting receivables and payables) and hedges only net positions in foreign currency, using mostly short-term financing denominated in the currency to be hedged, in order to offset any unbalances; currency forward contracts are also used to hedge this risk category. A sensitivity analysis is provided below to illustrate the effects on pre-tax result arising on a positive (negative) change in exchange rates. Starting with the exposures at 31 December 2025 and 2024, a change calculated as the standard deviation of the exchange rate with respect to the average exchange rate was applied to the average exchange rates for 2025 and 2024 to measure exchange rate volatility.
| Currency Pair | 31.12.2025 Change % | Effect of exchange rate increase | Effect of exchange rate decrease | 31.12.2024 Change % | Effect of exchange rate increase | Effect of exchange rate decrease |
|---|---|---|---|---|---|---|
| EUR/CNY | 3.55% | 2.5 | (2.7) | 1.09% | 19.6 | (20.0) |
| EUR/GBP | 1.90% | 12.6 | (13.1) | 1.23% | 6.7 | (6.9) |
| EUR/JPY | 4.55% | (91.0) | 99.6 | 2.63% | (61.3) | 64.6 |
| EUR/PLN | 0.81% | (112.5) | 114.3 | 0.76% | 16.3 | (16.5) |
| EUR/SEK | 1.63% | (9.7) | 10.0 | 1.32% | 10.0 | (10.3) |
| EUR/USD | 4.34% | (462.9) | 504.8 | 1.60% | (318.3) | 328.6 |
| EUR/CZK | 1.37% | (55.6) | 57.1 | 0.94% | (48.7) | 49.7 |
| EUR/CHF | 0.83% | 5.8 | (5.9) | 1.84% | (8.6) | 8.9 |
| PLN/CNY | 3.17% | 20.6 | (22.0) | 1.46% | 3.6 | (3.7) |
| PLN/EUR | 0.82% | (1,212.0) | 1,231.9 | 0.76% | (253.3) | 257.1 |
| PLN/GBP | 1.71% | 0.4 | (0.4) | 1.27% | 0.2 | (0.2) |
| PLN/USD | 4.01% | (188.7) | 204.5 | 1.84% | (13.7) | 14.2 |
| PLN/CHF | 1.43% | 3.1 | (3.2) | 2.21% | 7.1 | (7.4) |
| GBP/EUR | 1.91% | 0.0 | 0.0 | 1.24% | 3.6 | (3.7) |
| GBP/USD | 3.00% | 0.0 | 0.0 | 1.71% | 3.5 | (3.6) |
| USD/CNY | 1.11% | 1.2 | (1.3) | 0.95% | 11.3 | (11.5) |
| USD/EUR | 4.53% | 50.5 | (55.3) | 1.61% | 246.6 | (254.7) |
| USD/MXN | 4.57% | 35.3 | (38.7) | 7.50% | 913.0 | (1,061.2) |
| BRL/EUR | 2.34% | 116.8 | (122.4) | 6.25% | 32.8 | (37.2) |
| BRL/USD | 3.76% | 15.1 | (16.3) | 6.56% | 0.0 | 0.0 |
| JPY/EUR | 4.51% | 194.5 | (212.8) | 2.59% | 15.6 | (16.4) |
| Currency Pair | 31.12.2025 Change % | Effect of exchange rate increase | Effect of exchange rate decrease | 31.12.2024 Change % | Effect of exchange rate increase | Effect of exchange rate decrease |
|---|---|---|---|---|---|---|
| JPY/USD | 2.97% | 6.7 | (7.2) | 3.31% | 2.5 | (2.7) |
| SEK/EUR | 1.60% | (107.2) | 110.7 | 1.32% | 0.0 | 0.0 |
| CNY/EUR | 3.70% | 30.8 | (33.2) | 1.09% | 44.3 | (45.3) |
| CNY/JPY | 3.42% | 0.3 | (0.4) | 2.64% | 0.1 | (0.1) |
| CNY/USD | 1.11% | (182.5) | 186.6 | 0.96% | (109.7) | 111.9 |
| INR/EUR | 5.38% | 458.7 | (510.8) | 1.44% | (12.5) | 12.9 |
| INR/JPY | 2.40% | 278.6 | (292.2) | 3.30% | 36.5 | (39.0) |
| INR/USD | 1.68% | 201.7 | (208.5) | 0.68% | 3.0 | (3.1) |
| CZK/EUR | 1.37% | 429.0 | (440.9) | 0.95% | 642.1 | (654.3) |
| CZK/GBP | 3.18% | 0.5 | (0.5) | 1.77% | 0.5 | (0.5) |
| CZK/PLN | 1.72% | 48.8 | (50.5) | 1.32% | 7.2 | (7.4) |
| CZK/USD | 5.48% | 97.4 | (108.7) | 1.95% | (26.9) | 28.0 |
| DKK/EUR | 0.00% | 0.0 | 0.0 | 0.03% | 0.1 | (0.1) |
| DKK/JPY | 4.51% | 0.0 | 0.0 | 2.62% | (0.1) | 0.1 |
| DKK/USD | 4.31% | 0.0 | 0.0 | 1.60% | (0.3) | 0.3 |
Commodity Risk
The Group is exposed to changes in prices of main raw materials and commodities. It bears recalling that fixed prices are set in supply contracts with certain commodities suppliers for a given period of time and that the contracts in place with the main customers also provide for automatic periodic indexing on the basis of commodities prices; both these approaches thus mitigate the risk of fluctuations in commodities prices. When it was not possible to take these mitigating measures, derivatives hedging the risk of fluctuations in commodities prices have been implemented, in particular for a portion of purchases of Brembo Poland Spolka Zo.o.’s exposure to the risk of fluctuation in the price of electricity through a through PPAs (Power Purchase Agreement – Virtual and Physical) derivatives.
Liquidity Risk
Liquidity risk can arise from the inability to obtain the financial resources necessary to guarantee Brembo’s operation. To mitigate liquidity risk, the Treasury & Credit Management area: constantly assesses financial requirements to ensure the appropriate measures are taken in a timely manner (obtaining additional credit lines, capital increases, etc.); obtains adequate credit lines; ensures the appropriate composition of net financial debt, i.e., investments are financed with medium-to-long-term debt (as well as with equity), and net working capital requirements are financed using short-term credit lines; includes the Group companies in cash pooling structures to optimize any excess liquidity of participating companies.
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4.Directors’ Report Corporate Highlights Vision and Mission
The following table provides information on payables, other payables and derivatives broken down by maturity. The maturities are determined based on the period from the reporting date to the expiry date of the contractual obligations. The amounts shown in the table reflect undiscounted cash flows and the fair value of existing derivative liabilities.
(euro thousand) | Carrying value | Contractual cash flow | Within 1 year | From 1 to 5 years | Beyond 5 years
|---|---|---|---|---|---
Non-derivative financial liabilities: | | | | |
Short-term credit lines and bank overdrafts | 372,069 | 372,069 | 372,069 | 0 | 0
Payables to banks (loans and bonds) | 834,294 | 902,677 | 205,624 | 622,726 | 74,327
Payables to other financial institutions | 306 | 324 | 181 | 104 | 39
Lease liabilities | 178,085 | 178,085 | 20,659 | 68,012 | 89,414
Trade and other payables | 842,008 | 842,008 | 842,008 | 0 | 0
Derivative financial liabilities: | | | | |
Derivatives | 6,431 | 6,431 | 441 | 6,499 | (509)
Total | 2,233,193 | 2,301,594 | 1,440,982 | 697,341 | 163,271
For fixed- and variable-rate financial liabilities, both principal and interest were considered for the different maturity periods; for variable-rate liabilities, the rate at 31 December 2025 plus the relevant spread was used. Some of the Group’s loan agreements require the satisfaction of financial covenants and the obligation for the Group to meet certain financial ratio levels. In detail, the following covenant and relevant maximum thresholds are to be complied with: Net financial debt/Gross operating income not exceeding 4.5. If the covenant is not met, the financial institutions can request early repayment of the relevant loan. The values of this covenant is monitored at the end of each quarter, and at 31 December 2025 the Group had complied with the covenants in question by a considerable margin. Management believes that currently available lines of credit, apart from the cash flow generated by operating activities will allow Brembo to meet its financial requirements arising from investing activities, working capital management, and the payment of payables at their natural maturities. In further detail, at 31 December 2025, unused bank credit facilities accounted for 59% of the total (credit facilities totaled €897 million).
Credit Risk
Credit risk is the risk that a customer or one of the parties to a financial instrument will cause a financial loss by failing to perform an obligation. Exposure to credit risk for the Group arises mainly in relation to trade receivables. Most parties with which the Group does business are leading car and motorcycle manufacturers with high credit standings. The Group evaluates the creditworthiness of all new customers using assessments from external sources and then assigns a credit limit.
Fair Value Measurement
To complete the disclosure of financial risks, the following information is provided: the fair value hierarchy for the Group’s assets and liabilities:
| (euro thousand) | 31.12.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| Financial assets measured at fair value through profit or loss: | |||||||
| Current derivatives | 0 | 667 | 0 | 667 | 0 | 91 | 0 |
| Hedging derivatives: | |||||||
| Current derivatives | 0 | 3,114 | 597 | 3,711 | 0 | 23,894 | 0 |
| Non-current derivatives | 0 | 3,104 | 3,104 | 0 | 4,565 | 4,433 | |
| Total financial assets measured at fair value | 0 | 6,885 | 597 | 7,482 | 0 | 28,550 | 4,433 |
| Financial liabilities measured at fair value: | |||||||
| Current derivatives | 0 | (440) | 0 | (440) | 0 | (1,598) | 0 |
| Hedging derivatives: | |||||||
| Current derivatives | 0 | 0 | 0 | 0 | 0 | (9) | 0 |
| Non-current derivatives | 0 | 0 | (5,991) | (5,991) | 0 | (302) | (2,272) |
| Total financial liabilities measured at fair value | 0 | (440) | (5,991) | (6,431) | 0 | (1,909) | (2,272) |
Assets (liabilities) for which fair value is indicated: | | | | | | |
|---|---|---|---|---|---|---|---|
Current and non-current payables to banks | 0 | (849,809) | 0 | (849,809) | 0 | (757,028) | 0 | (757,028)
Current and non-current lease liabilities | 0 | (178,085) | 0 | (178,085) | 0 | (238,492) | 0 | (238,492)
Other current and non-current financial liabilities | 0 | (306) | 0 | (306) | 0 | (700) | 0 | (700)
Total assets (liabilities) for which fair value is indicated | 0 | (1,028,199) | 0 | (1,028,199) | 0 | (996,220) | 0 | (996,220)
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a reconciliation between the classes of financial assets and liabilities identified in the Group’s Statement of Financial Position and the types of financial assets and liabilities identified based on the requirements of IFRS 7:
(euro thousand) | 31.12.2025 | 31.12.2024
|---|---|---
Financial assets | |
Financial assets at fair value through profit or loss | |
Current derivatives | 667 | 91
Financial assets at amortized cost | |
Other non-current receivables | 50,593 | 53,197
Current trade receivables | 553,542 | 631,395
Other current receivables | 110,431 | 94,533
Cash and cash equivalents | 656,402 | 867,216
Financial assets measured at fair value through other comprehensive income (FVOCI) | |
Other financial assets at fair value through other comprehensive income | 93 | 914
Hedging derivatives | |
Current derivatives | 3,711 | 23,894
Non-current derivatives | 3,104 | 8,998
Total financial assets | 1,378,543 | 1,680,238
Financial liabilities | |
Financial liabilities at fair value through profit or loss | |
Current derivatives | (440) | (1,598)
Financial liabilities measured at amortized cost | |
Non-current payables to banks and other financial institutions (excluding lease payables) | (649,629) | (574,391)
Other non-current payables | (618) | (2,793)
Current payables to banks and other financial institutions (excluding lease payables) | (557,040) | (425,839)
Trade payables | (658,849) | (697,574)
Other current payables | (183,159) | (166,576)
Lease payables | |
Long-term lease liabilities | (157,426) | (145,146)
Current lease payables | (20,659) | (93,346)
Hedging derivatives | |
Non-current derivatives | (5,991) | (2,574)
Current derivatives | 0 | (9)
Total financial liabilities | (2,233,811) | (2,109,846)
The approach used to calculate fair value is the present value of the future cash flows expected to derive from the instrument being measured, determined by discounting the scheduled instalments at a rate equal to the forward rate curve applicable to each account payable. In detail: loans and payables to other lenders with a duration of more than 12 months were measured at fair value determined by applying the forward rates curve to the residual duration of the loan; receivables, trade payables, held-to-maturity financial assets, and payables and receivables to and from banks due within 12 months were measured at their carrying amounts, inasmuch as this is believed to approximate fair values; the fair value of derivatives was determined on the basis of valuation techniques that take into account observable market parameters other than the prices of the financial instrument.
SEGMENT REPORT
Based on the IFRS 8 definition, an operating segment is a component of an entity: that engages in business activities from which it may earn revenues and incur expenses; whose operating results are reviewed regularly by the GBU’s Chief Operating Officer decision maker to make decisions about resources to be allocated to the segment and assess its performance; and for which discrete financial information is available. In light of such definition, the Brembo Group’s operating segments are Discs, Systems, Motorcycles, Performance Group, Aftermarket and Suspensions. Each Director reports to the top management and periodically discusses with them operating activities, financial statements results, forecasts or plans. The Group thus aggregated the operating segments as follows for the purposes of financial reporting: Discs – Systems – Motorcycles; Aftermarket – Performance Group – Suspensions. The segments that are included in each aggregate are similar in terms of: the nature of products (systems); the nature of production processes (melting process, subsequent processing for finishing and assembly); the type of customers (manufacturers for Group a) and distributors for Group b)); the methods used to distribute the products (targeted to manufacturers for Group a) and through distribution chains for Group b)); the economic characteristics (gross manufacturing margin percentage for Group a) and gross operating income for Group b)). Transfer prices applied to transactions between segments for the exchange of goods and services are settled according to usual market conditions. In light of the requirements of IFRS 8 in terms of revenues earned from major customers, where a single customer is defined as all companies that belong to a given Group, Brembo had one customer in 2025 who accounted for over 10% of consolidated net revenues (10.5%); considering the individual car manufacturers that compose such group, none of the single car manufacturers comprising such groups exceeded this threshold. The following table shows segment information on sales of goods and services and results at 31 December 2025 and 31 December 2024:
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Corporate Highlights
Vision and Mission
| (euro thousand) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total Discs/Systems/Motorcycles | Aftermarket/Performance | Group/Suspensions | Interdivision | Non-segment data | |||||
| 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | |
| Sales | 3,824,910 | 3,930,187 | 2,936,155 | 3,231,946 | 980,053 | 745,405 | (12,663) | (8,834) | (78,635) |
| Allowances and discounts | (119,180) | (98,245) | (15,602) | (11,568) | (103,577) | (86,675) | 0 | 0 | (1) |
| Net sales | 3,705,730 | 3,831,942 | 2,920,553 | 3,220,378 | 876,476 | 658,730 | (12,663) | (8,834) | (78,636) |
| Transport costs | 30,300 | 30,190 | 15,843 | 17,744 | 14,428 | 12,409 | 0 | 0 | 29 |
| Variable production costs | 2,246,507 | 2,381,516 | 1,819,828 | 2,038,606 | 516,762 | 389,174 | (12,549) | (8,805) | (77,534) |
| Contribution margin | 1,428,923 | 1,420,236 | 1,084,882 | 1,164,028 | 345,286 | 257,147 | (114) | (29) | (1,131) |
| Fixed production costs | 563,783 | 557,673 | 506,176 | 518,228 | 54,937 | 37,369 | 0 | 0 | 2,670 |
| Production gross operating income | 865,140 | 862,563 | 578,706 | 645,800 | 290,349 | 219,778 | (114) | (29) | (3,801) |
| BU personnel costs | 322,292 | 289,362 | 163,859 | 171,473 | 127,692 | 90,695 | (114) | (29) | 30,855 |
| BU gross operating income | 542,848 | 573,201 | 414,847 | 474,327 | 162,657 | 129,083 | 0 | 0 | (34,656) |
| Costs for Central Functions | 216,349 | 198,227 | 149,050 | 145,321 | 35,250 | 21,081 | 0 | 0 | 32,049 |
| Operating income (loss) | 326,499 | 374,974 | 265,797 | 329,006 | 127,407 | 108,002 | 0 | 0 | (66,705) |
| Extraordinary costs and revenues | 16,613 | 6,395 | 0 | 0 | 0 | 0 | 0 | 0 | 16,613 |
| Financial costs and revenues | (41,422) | (28,898) | 0 | 0 | 0 | 0 | 0 | 0 | (41,422) |
| Income (expense) from investments | 7,857 | 16,335 | 0 | 0 | 0 | 0 | 0 | 0 | 7,857 |
| Non-operating costs and revenues | (13,939) | (2,915) | 0 | 0 | 0 | 0 | 0 | 0 | (13,939) |
| Result before taxes | 295,608 | 365,891 | 265,797 | 329,006 | 127,407 | 108,002 | 0 | 0 | (97,596) |
| Taxes | (81,514) | (99,570) | 0 | 0 | 0 | 0 | 0 | 0 | (81,514) |
| Result before minority interests | 214,094 | 266,321 | 265,797 | 329,006 | 127,407 | 108,002 | 0 | 0 | (179,110) |
| Minority interests | (4,758) | (3,718) | 0 | 0 | 0 | 0 | 0 | 0 | (4,758) |
| Net result | 209,336 | 262,603 | 265,797 | 329,006 | 127,407 | 108,002 | 0 | 0 | (183,868) |
| Group EBITDA | 578,032 | 612,283 | 478,031 | 546,279 | 158,360 | 121,835 | 0 | 0 | (58,359) |
A reconciliation between the annual Consolidated Financial Statements and the above information is provided below:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Revenue from contracts with customers | 3,702,699 | 3,840,643 |
| Scrap sales (in the segment report they are subtracted from "Variable production costs") | (22,347) | (27,711) |
| Differences between internal and statutory reports relating to developments activities | 12,366 | 4,849 |
| Capital gains on sale of equipment (in the Consolidated Financial Statements they are included in “Other revenues and income”) | 906 | 778 |
| Effect of adjustment of transactions among consolidated companies | 45 | 390 |
| Miscellaneous recharges (in the Consolidated financial Statements they are included in “Other revenues and income”) | 2,450 | 1,877 |
| Other | 9,611 | 11,116 |
| Net sales | 3,705,730 | 3,831,942 |
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| NET OPERATING INCOME | 336,452 | 393,333 |
| Differences between internal and statutory reports relating to development activities | (885) | 808 |
| Other differences between internal and statutory reports | 2,245 | (497) |
| Income (expense) from non-financial investments | (8,933) | (16,253) |
| Claim compensation and subsidies | (3,825) | (4,485) |
| Capital gain/losses on disposal assets (in the segment report they are included in “Non-operating costs and revenues”) | (123) | 320 |
| Different classification of banking expenses (in the segment report they are included in “Financial costs and revenues”) | 1,653 | 1,374 |
| Other | (85) | 374 |
| OPERATING RESULT | 326,499 | 374,974 |
The breakdown of Group sales by geographical area of destination and by application is provided in the paragraph 2.5.1.
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1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission
Statement of Financial Position data at 31 December 2025 and 31 December 2024 are provided in the tables below:
| (euro thousand) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total Discs/Systems/Motorcycles | Aftermarket/Performance | Group/Suspensions | Interdivision | Non-segment data | ||||||
| 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | |
| Tangible assets | 1,877,945 | 1,774,996 | 1,693,074 | 1,619,178 | 139,491 | 103,349 | 0 | 5 | 45,380 | 52,464 |
| Intangible assets | 579,893 | 202,413 | 165,231 | 176,871 | 407,897 | 20,797 | 0 | 0 | 6,765 | 4,745 |
| Financial assets and other non-current assets/liabilities | 50,110 | 52,700 | 160 | 548 | 0 | 0 | 0 | 0 | 49,950 | 52,152 |
| Total fixed assets (A) | 2,507,948 | 2,030,109 | 1,858,465 | 1,796,597 | 547,388 | 124,146 | 0 | 5 | 102,095 | 109,361 |
| Inventories | 612,248 | 638,015 | 390,956 | 451,945 | 220,486 | 185,198 | 0 | 0 | 806 | 872 |
| Current assets | 661,827 | 725,166 | 433,640 | 558,720 | 129,989 | 92,114 | (41,630) | (35,612) | 139,828 | 109,944 |
| Current liabilities | (932,183) | (945,102) | (512,006) | (564,310) | (192,639) | (172,423) | 41,630 | 35,612 | (269,168) | (243,981) |
| Provisions for contingencies and charges and other provisions | (17,106) | (23,847) | (152) | (143) | 0 | 0 | 0 | 0 | (16,954) | (23,704) |
| Net working capital (B) | 324,786 | 394,232 | 312,438 | 446,212 | 157,836 | 104,889 | 0 | 0 | (145,488) | (156,869) |
| NET INVESTED OPERATING CAPITAL (A + B) | 2,832,734 | 2,424,341 | 2,170,903 | 2,242,809 | 705,224 | 229,035 | 0 | 5 | (43,393) | (47,508) |
| Extraordinary components | 245,576 | 313,185 | 0 | 0 | 0 | 0 | 0 | 0 | 245,576 | 313,185 |
| NET INVESTED CAPITAL | 3,078,310 | 2,737,526 | 2,170,903 | 2,242,809 | 705,224 | 229,035 | 0 | 5 | 202,183 | 265,677 |
| Total Group equity | 2,293,122 | 2,294,474 | 0 | 0 | 0 | 0 | 0 | 0 | 2,293,122 | 2,294,474 |
| Total Minority interests | 36,843 | 35,343 | 0 | 0 | 0 | 0 | 0 | 0 | 36,843 | 35,343 |
| Equity (D) | 2,329,965 | 2,329,817 | 0 | 0 | 0 | 0 | 0 | 0 | 2,329,965 | 2,329,817 |
| Provisions for employees benefits (E) | 29,100 | 47,356 | 0 | 0 | 0 | 0 | 0 | 0 | 29,100 | 47,356 |
| Medium-/long-term net financial debt | 803,951 | 715,274 | 0 | 0 | 0 | 0 | 0 | 0 | 803,951 | 715,274 |
| Short-term net financial debt | (84,706) | (354,921) | 0 | 0 | 0 | 0 | 0 | 0 | (84,706) | (354,921) |
| Net financial debt (F) | 719,245 | 360,353 | 0 | 0 | 0 | 0 | 0 | 0 | 719,245 | 360,353 |
| COVERAGE (D + E + F) | 3,078,310 | 2,737,526 | 0 | 0 | 0 | 0 | 0 | 0 | 3,078,310 | 2,737,526 |
The following should be noted in regard to the non-segment data: intangible assets mainly consist of development costs; financial assets are not allocated; they mainly refer to the value of shareholdings in associates, joint ventures and other companies; current assets and liabilities mainly consist of trade receivables and payables; provisions for contingencies and charges and other provisions are not allocated.
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Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements
1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission
RELATED PARTIES
The Group carries out transactions with parents, subsidiaries, associates, joint ventures, directors, key management personnel and other related parties. The Parent Brembo N.V. is a subsidiary of Nuova FourB S.r.l., which holds 81.08% of voting rights. Brembo did not engage in dealings with its parent in 2025, except for the dividend distribution. Information pertaining to the compensation paid to Directors and Statutory Auditors of Brembo N.V. and of other Group companies and additional information required is reported in the Explanatory notes to the Separate Financial Statements of Brembo N.V.
Sales of products, supply of services and the transfer of fixed assets between Group companies were carried out at prices reflecting fair market conditions. The trading volumes reflect the internationalization process aimed at constantly improving both operating and organizational standards and optimising synergies within the Company. From a financial standpoint, the subsidiaries operate independently, although some benefit from various forms of centralized financing. Since 2008, a zero-balance cash-pooling system has been effective, with Brembo N.V. as the pool leader. In 2013, an additional cash pooling arrangement was put in place, denominated in CNY, with Brembo Nanjing Brake Systems Co. Ltd. as pooler and Brembo Nanjing Automobile Components Co. Ltd., Qingdao Brembo Trading Co. Ltd., Brembo Huilian (Langfang) Brake Systems Co. Ltd., Jiaxing Ciju Control Systems Co. Ltd. and Brembo (Shanghai) AI Technology Co. Ltd. The cash pooling is entirely based in China, and Citibank China is the service provider.
The following table provides a summary of related party transactions with reference to balances of the Statement of Financial Position and Statement of Income:
| (euro thousand) | 31.12.2025 | % | 31.12.2024 | % | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying value | Total Key management personnel | Other companies | Joint ventures | Associates | Carrying value | Total key management personnel | other companies | joint ventures | associates | ||
| a) Weight of transactions or positions with related parties on items of the Statement of Financial Position | |||||||||||
| Trade receivables | 553,542 | 3,911 | 15 | 12 | 3,619 | 265 | 0.7% | 631,395 | 2,400 | 7 | 5 |
| Employee benefits | (29,100) | (2,091) | (3,334) | 1,243 | 0 | 0 | 7.2% | (47,356) | (11,377) | (13,085) | 1,708 |
| Trade payables | (658,849) | (17,050) | (16) | (481) | (16,510) | (43) | 2.6% | (697,574) | (14,594) | 0 | (422) |
| Other current liabilities | (183,159) | (3,708) | (3,579) | 0 | (129) | 0 | 2.0% | (166,576) | (4,678) | (4,548) | 0 |
| b) Weight of transactions or positions with related parties on items of the Statement of Income | |||||||||||
| Revenue from contracts with customers | 3,702,699 | 1,403 | 0 | 0 | 1,380 | 23 | 0.0% | 3,840,643 | 794 | 0 | 5 |
| Other revenues and income | 46,202 | 6,110 | 28 | 1,214 | 4,524 | 344 | 13.2% | 47,926 | 4,493 | 27 | 11 |
| Raw materials, consumables and goods | (1,650,180) | (99,012) | 0 | (18) | (98,972) | (22) | 6.0% | (1,758,445) | (104,308) | 0 | (25) |
| Income (expense) from non-financial investments | 8,933 | 8,933 | 0 | 0 | 8,933 | 0 | 100.0% | 16,253 | 16,253 | 0 | 0 |
| Other operating costs | (764,194) | ||||||||||
| 2025 Brembo Annual Report 214 | |||||||||||
| Index | |||||||||||
| Letter from the Executive Chairman | |||||||||||
| Sustainability Statement | |||||||||||
| Corporate Governance | |||||||||||
| Financial Statements | |||||||||||
| 1. | |||||||||||
| 2. | |||||||||||
| 3. | |||||||||||
| 4. | |||||||||||
| 5. | |||||||||||
| Directors’ Report | |||||||||||
| Corporate Highlights | |||||||||||
| Vision and Mission |
INFORMATION ABOUT THE GROUP
The key figures of Group companies are commented upon in the sections of the Directors’ Report on Operations “Group Structure” and “Performance of Brembo Companies”.
| Company | Headquarters | Share capital | Stake held by group companies |
|---|---|---|---|
| Brembo N.V. | Bergamo Italy | Eur 8,821,963 | 100% |
| AP Racing Ltd. | Coventry United Kingdom | Gbp 135,935 | 100% |
| Brembo N.V. | |||
| AP Racing North America Corp. | Huntersville, North Carolina USA | Usd 300,000 | 100% |
| AP Racing Ltd. | |||
| Brembo Australia Pty Ltd. | Melbourne Australia | Aud 300,000 | 100% |
| Brembo N.V. | |||
| Brembo Czech S.r.o. | Ostrava-Hrabová Czech Republic | Czk 605,850,000 | 100% |
| Brembo N.V. | |||
| Brembo Deutschland GmbH | Leinfelden-Echterdingen Germany | Eur 25,000 | 100% |
| Brembo N.V. | |||
| Brembo France S.A.S. | Paris France | Eur 50,000 | 100% |
| Brembo N.V. | |||
| Brembo Inspiration Lab Corp. | Sunnyvale, California USA | Usd 300,000 | 100% |
| Brembo N.V. | |||
| Brembo Japan Co. Ltd. | Tokyo Japan | Jpy 11,000,000 | 100% |
| Brembo N.V. | |||
| Brembo Nanjing Brake Systems Co. Ltd. | Nanjing China | Cny 492,030,169 | 100% |
| Brembo N.V. | |||
| Brembo North America Inc. | Plymouth, Michigan USA | Usd 33,798,805 | 100% |
| Brembo N.V. | |||
| Brembo Poland Spolka Zo.o. | Dąbrowa Górnizca Poland | Pln 144,879,500 | 100% |
| Brembo N.V. | |||
| Brembo Poland Manufacturing Sp.Zo.o. | Dąbrowa Górnizca Poland | Pln 50,000,000 | 100% |
| Brembo Poland Spolka Zo.o. | |||
| Brembo Poland Heratech Sp.Zo.o. | Dąbrowa Górnizca Poland | Pln 5,000 | 100% |
| Brembo Poland Spolka Zo.o. | |||
| Brembo Reinsurance AG | Zürich Switzerland | Eur 6,148,533 | 100% |
| Brembo N.V. | |||
| Brembo Russia LLC | Moscow Russia | Rub 1,250,000 | 100% |
| Brembo N.V. | |||
| Brembo (Shanghai) AI Technology Co. Ltd. | Shanghai China | Cny 1,200,000 | 100% |
| Brembo N.V. | |||
| Brembo Scandinavia AB | Göteborg Sweden | Sek 4,500,000 | 100% |
| Brembo N.V. | |||
| J.Juan S.A.U. | Barcelona Spain | Eur 150,260 | 100% |
| Brembo N.V. | |||
| Jiaxing Ciju Control Systems Co. Ltd. | Jiaxing China | Cny 16,309,640 | 100% |
| J. Juan S.A.U. | |||
| La.Cam (Lavorazioni Camune) S.r.l. | Stezzano Italy | Eur 100,000 | 100% |
| Brembo N.V. | |||
| Öhlins Intressenter AB | Upplands Väsby Sweden | Sek 16,842,100 | 100% |
| Brembo N.V. | |||
| Company | Headquarters | Share capital | Stake held by group companies |
| Öhlins Group AB | Upplands Väsby Sweden | Sek 4,250,000 | 100% |
| Öhlins Intressenter AB | |||
| Öhlins Asia Co. Ltd. | Chonburi Thailand | Thb 22,500,000 | 100% |
| Öhlins Racing AB | |||
| Öhlins USA Inc. | Hendersonville, North Carolina USA | Usd 1,035,000 | 100% |
| Öhlins Racing AB | |||
| Qingdao Brembo Trading Co. Ltd. | Qingdao China | Cny 1,365,700 | 100% |
| Brembo N.V. | |||
| Brembo (Nanjing) Automobile Components Co. Ltd. | Nanjing China | Cny 226,565,500 | 60% |
| Brembo N.V. | 40% | ||
| Brembo India Pvt. Ltd. | |||
| SBS Friction A/S | Svendborg Denmark | Dkk 12,001,000 | 60% |
| Brembo N.V. | 40% | ||
| Brembo India Pvt. Ltd. | |||
| Brembo México S.A. de C.V. | Apodaca Mexico | Usd 70,428,836 | 49% |
| Brembo N.V. | 51% | ||
| Brembo North America Inc. | |||
| Brembo India Pvt. Ltd. | Pune India | Inr 140,000,000 | 99.99% |
| Brembo N.V. | |||
| Brembo do Brasil Ltda. | Betim Brazil | Brl 159,136,227 | 99.99% |
| Brembo N.V. | |||
| Brembo Thailand Ltd. | Rayong Thailand | Thb 273,280,000 | 99.99% |
| Brembo N.V. | |||
| Corporación Upwards ’98 S.A. | Zaragoza Spain | Eur 498,043 | 68% |
| Brembo N.V. | |||
| Brembo Huilian (Langfang) Brake Systems Co. Ltd. | Langfang China | Cny 170,549,133 | 66% |
| Brembo N.V. | |||
| Shandong BRGP Friction Technology Co. Ltd. | Jinan China | Cny 124,900,000 | 50% |
| Brembo N.V. | |||
| Brembo SGL Carbon Ceramic Brakes S.p.A. | Stezzano Italy | Eur 4,000,000 | 50% |
| Brembo N.V. | |||
| Brembo SGL Carbon Ceramic Brakes GmbH | Meitingen Germany | Eur 25,000 | 100% |
| Brembo SGL Carbon Ceramic Brakes S.p.A. | |||
| Infibra Technologies S.r.l. | Pisa Italy | Eur 53,133 | 20% |
| Brembo N.V. | |||
| Petroceramics S.p.A. | Stezzano Italy | Eur 123,750 | 20% |
| Brembo N.V. |
2025 Brembo Annual Report 215
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
INDEPENDENT AUDITORS’ FEES
Details on the fees paid to the independent audit firm and other companies within its network are provided below:
| Deloitte Accountant B.V. | Other Deloitte member firms and affiliates (euro thousand) | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| Independent Auditors' fees for the provision of audit services: | ||
| – to the Parent Brembo N.V. | 329 | 293 |
| – to the subsidiaries (services provided by the network) | 0 | 0 |
| Independent Auditors' fees for the provision of auditing services for issuing attestation: | ||
| – to the Parent Brembo N.V. | 95 | 95 |
| – to the subsidiaries (services provided by the network) | 0 | 0 |
COMMITMENTS
Contractual commitments for investments in property, plant and equipment and intangible assets already entered into with third parties at 31 December 2025 and not yet recognized in the Consolidated Financial Statements amounted to €293 million.
POSITIONS OR TRANSACTIONS FROM ATYPICAL AND/OR UNUSUAL OPERATIONS
It is hereby specified that during 2025 the Company did not carry out any atypical and/or unusual transactions, as defined by the said Notice.
SIGNIFICANT EVENTS AFTER 31 DECEMBER 2025
No significant events occurred after 31 December 2025 and up to 18 March 2026.
2025 Brembo Annual Report 216
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.2.4 ANALYSIS OF EACH ITEM
STATEMENT OF FINANCIAL POSITION
1. PROPERTY, PLANT, EQUIPMENT AND RIGHT OF USE ASSETS
Property, Plant and Equipment
The changes in property, plant and equipment are shown in the table below and described in this section.
| (euro thousand) | Land | Buildings | Plant and machinery | Industrial and commercial equipment | Other assets | Assets in course of construction and payments on account | Total |
|---|---|---|---|---|---|---|---|
| Historical cost | 58,243 | 569,758 | 1,922,562 | 326,205 | 89,442 | 233,023 | 3,199,233 |
| Accumulated depreciation | 0 | (204,816) | (1,295,852) | (270,036) | (68,205) | 0 | (1,838,909) |
| Write-down provision | 0 | (176) | (1,927) | (4,299) | (7) | (367) | (6,776) |
| Balance at 1 January 2024 | 58,243 | 364,766 | 624,783 | 51,870 | 21,230 | 232,656 | 1,353,548 |
| Changes: | |||||||
| Translation differences | 1,568 | 11,841 | 12,391 | 210 | 365 | 6,942 | 33,317 |
| Reclassifications (1) | 33,730 | 65,506 | 8,757 | 3,046 | (116,712) | (5,674) | |
| Additions | 140 | 14,826 | 67,830 | 22,513 | 5,860 | 252,795 | 363,964 |
| Disposals | 0 | (11) | (1,930) | (789) | (71) | (11) | (2,812) |
| Other | 0 | 0 | 0 | 642 | 0 | 0 | 642 |
| Depreciation | 0 | (22,327) | (146,684) | (22,825) | (6,953) | 0 | (198,789) |
| Impairment losses | 0 | 0 | (1,597) | (78) | (3) | (183) | (1,861) |
| Total changes | 1,707 | 38,059 | (4,484) | 8,430 | 2,244 | 142,831 | 188,787 |
| Historical cost | 59,950 | 634,963 | 2,064,611 | 356,109 | 98,273 | 375,775 | 3,589,681 |
| Accumulated depreciation | 0 | (231,962) | (1,442,030) | (292,173) | (74,788) | 0 | (2,040,953) |
| Write-down provision | 0 | (176) | (2,282) | (3,636) | (11) | (288) | (6,393) |
| Balance at 31 December 2024 | 59,950 | 402,825 | 620,299 | 60,300 | 23,474 | 375,487 | 1,542,335 |
| (euro thousand) | Land | Buildings | Plant and machinery | Industrial and commercial equipment | Other assets | Assets in course of construction and payments on account | Total |
|---|---|---|---|---|---|---|---|
| Historical cost | 59,950 | 634,963 | 2,064,611 | 356,109 | 98,273 | 375,775 | 3,589,681 |
| Accumulated depreciation | 0 | (231,962) | (1,442,030) | (292,173) | (74,788) | 0 | (2,040,953) |
| Write-down provision | 0 | (176) | (2,282) | (3,636) | (11) | (288) | (6,393) |
| Balance at 1 January 2025 | 59,950 | 402,825 | 620,299 | 60,300 | 23,474 | 375,487 | 1,542,335 |
| Changes: | |||||||
| Translation differences | (2,883) | (22,944) | (21,554) | (681) | (1,280) | (19,208) | (68,549) |
| Change in consolidation area | 0 | 1,486 | 3,341 | 548 | 722 | 786 | 6,882 |
| Reclassifications | 0 | 18,746 | 76,657 | 10,112 | 6,734 | (112,666) | (417) |
| Additions | 1,291 | 15,539 | 43,692 | 18,322 | 4,337 | 276,143 | 359,324 |
| Disposals | 0 | (130) | (1,751) | (312) | (204) | (1,984) | (4,381) |
| Other | 21,602 | 48,761 | 0 | (1,499) | 0 | 0 | 68,864 |
| Depreciation | 0 | (24,100) | (142,247) | (25,483) | (7,882) | 0 | (199,712) |
| Impairment losses | 0 | 0 | (168) | (22) | 0 | (626) | (816) |
| Total changes | 20,010 | 37,358 | (42,030) | 985 | 2,427 | 142,445 | 161,195 |
| Historical cost | 79,960 | 687,957 | 2,098,941 | 377,127 | 109,301 | 518,399 | 3,871,685 |
| Accumulated depreciation | 0 | (247,598) | (1,518,900) | (310,694) | (83,361) | 0 | (2,160,553) |
| Write-down provision | 0 | (176) | (1,772) | (5,148) | (39) | (467) | (7,602) |
| Balance at 31 December 2025 | 79,960 | 440,183 | 578,269 | 61,285 | 25,901 | 517,932 | 1,703,530 |
In 2025, investments in tangible fixed assets amounted to €359,324 thousand, including €276,143 thousand in fixed assets in course of construction. As already noted in the Directors' Report, the Group continued its development program. This involved significant investments in Italy, North America and Poland. Net disposals amounted to €4,381 thousand and refer to the normal cycle of machinery replacement, as it becomes unusable in production processes. The item “other” refers to the purchase of the building in Stezzano previously held on lease. The item “change in consolidation area” is attributable to the consolidation of Öhlins into the Group. Total depreciation charges for 2025 amounted to €199,712 thousand (2024: €198,789 thousand).
2025 Brembo Annual Report 217
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.# Directors’ Report
Corporate Highlights
Vision and Mission
Right of use assets
The following table shows the movements in item “Right of use assets”: (euro thousand)
| Land | Buildings | Plant and machinery | Other assets | Total | |
|---|---|---|---|---|---|
| Historical cost | 4,648 | 222,769 | 441 | 32,495 | 260,353 |
| Accumulated depreciation | (594) | (68,276) | (399) | (21,753) | (91,022) |
| Balance at 1 January 2024 | 4,054 | 154,493 | 42 | 10,742 | 169,331 |
| Changes: | |||||
| Translation differences | 122 | (207) | 0 | 62 | (23) |
| New contracts/leases for the period | 10,589 | 68,362 | 0 | 10,355 | 89,306 |
| Unwinding of lease contract | 0 | 0 | (42) | (29) | (71) |
| Depreciation | (200) | (18,253) | 0 | (7,429) | (25,882) |
| Total changes | 10,511 | 49,902 | (42) | 2,959 | 63,330 |
| Historical cost | 15,388 | 285,630 | 0 | 36,320 | 337,338 |
| Accumulated depreciation | (823) | (81,235) | 0 | (22,619) | (104,677) |
| Balance at 1 January 2025 | 14,565 | 204,395 | 0 | 13,701 | 232,661 |
| Changes: | |||||
| Translation differences | (678) | (1,070) | 0 | (390) | (2,138) |
| Change in consolidation area | 0 | 6,584 | 0 | 582 | 7,166 |
| New contracts/leases for the period | (199) | 27,690 | 0 | 6,096 | 33,587 |
| Unwinding of lease contract | 0 | (134) | 0 | (245) | (379) |
| Other | 0 | (70,362) | 0 | 0 | (70,362) |
| Depreciation | (731) | (18,201) | 0 | (7,188) | (26,120) |
| Total changes | (1,608) | (55,493) | 0 | (1,145) | (58,246) |
| Historical cost | 14,454 | 220,057 | 0 | 30,869 | 265,380 |
| Accumulated depreciation | (1,497) | (71,155) | 0 | (18,313) | (90,965) |
| Balance at 31 December 2025 | 12,957 | 148,902 | 0 | 12,556 | 174,415 |
The increases mainly refer to new contracts subscribed by Brembo México for a new building in Apodaca, as well as renegotiations/renewals of the contracts of Öhlins, AP Racing Ltd. and Brembo Poland Spolka Zo.o. Brembo N.V. decreased the right of use of its own property in Stezzano following the decision to proceed with the purchase of the same. The item “change in consolidation area” is attributable to the consolidation of Öhlins into the Group. Note 13 provides other information on the Group’s financial commitment with respect to leased assets.
2025 Brembo Annual Report 218
Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission
2. Intangible Assets (Development Costs, Goodwill and Other Intangible Assets)
The changes in this item are shown in the table below and described in this section. (euro thousand)
| Development costs | Goodwill(A) | Intangible assets with indefinite useful lives (B) | Sub-total(A + B) | Industrialpatents and similar rights(C) | Other intangible assets(D) | Total other intangible assets(C + D) | Total | |
|---|---|---|---|---|---|---|---|---|
| Historical cost | 315,056 | 120,203 | 11,305 | 131,508 | 51,252 | 203,754 | 255,006 | 701,570 |
| Accumulated amortization | (201,631) | 0 | 0 | 0 | (38,410) | (137,277) | (175,687) | (377,318) |
| Write-down provision | (9,002) | (11,927) | (2) | (11,929) | (2,589) | 0 | (2,589) | (23,520) |
| Balance at 1 January 2024 | 104,423 | 108,276 | 11,303 | 119,579 | 10,253 | 66,477 | 76,730 | 300,732 |
| Changes: | ||||||||
| Translation differences | 440 | 3,387 | 12 | 3,399 | 6 | 734 | 740 | 4,579 |
| Reclassifications | 140 | 0 | 0 | 0 | 409 | (342) | 67 | 207 |
| Additions | 31,465 | 0 | 0 | 0 | 1,796 | 13,829 | 15,625 | 47,090 |
| Other | 0 | 0 | 0 | 0 | 8 | 0 | 8 | 8 |
| Amortization | (24,928) | 0 | 0 | 0 | (2,368) | (11,367) | (13,735) | (38,663) |
| Impairment losses | (2,528) | 0 | 0 | 0 | 0 | 0 | 0 | (2,528) |
| Total changes | 4,589 | 3,387 | 12 | 3,399 | (149) | 2,854 | 2,705 | 10,693 |
| Historical cost | 347,969 | 124,164 | 11,317 | 135,481 | 53,389 | 219,205 | 272,594 | 756,044 |
| Accumulated amortization | (227,427) | 0 | 0 | 0 | (40,696) | (149,874) | (190,570) | (417,997) |
| Write-down provision | (11,530) | (12,501) | (2) | (12,503) | (2,589) | 0 | (2,589) | (26,622) |
| Balance at 31 December 2024 | 109,012 | 111,663 | 11,315 | 122,978 | 10,104 | 69,331 | 79,435 | 311,425 |
| Development costs | Goodwill(A) | Intangible assets with indefinite useful lives (B) | Sub-total(A + B) | Industrialpatents and similar rights(C) | Other intangible assets(D) | Total other intangible assets(C + D) | Total | |
|---|---|---|---|---|---|---|---|---|
| Historical cost | 347,969 | 124,164 | 11,317 | 135,481 | 53,389 | 219,205 | 272,594 | 756,044 |
| Accumulated amortization | (227,427) | 0 | 0 | 0 | (40,696) | (149,874) | (190,570) | (417,997) |
| Write-down provision | (11,530) | (12,501) | (2) | (12,503) | (2,589) | 0 | (2,589) | (26,622) |
| Balance at 1 January 2025 | 109,012 | 111,663 | 11,315 | 122,978 | 10,104 | 69,331 | 79,435 | 311,425 |
| Changes: | ||||||||
| Translation differences | (931) | 4,155 | 2,979 | 7,134 | (7) | 5,515 | 5,508 | 11,711 |
| Change in consolidation area | 2,817 | 195,835 | 51,117 | 246,952 | 0 | 125,041 | 125,041 | 374,810 |
| Reclassifications | (2,984) | 0 | 0 | 0 | 3,710 | (892) | 2,818 | (166) |
| Additions | 35,261 | 220 | 0 | 220 | 1,715 | 14,973 | 16,688 | 52,169 |
| Disposals | (15) | 0 | 0 | 0 | 0 | 0 | 0 | (15) |
| Other | 0 | 0 | 0 | 0 | 7 | 0 | 7 | 7 |
| Amortization | (21,796) | 0 | 0 | 0 | (3,255) | (23,632) | (26,887) | (48,683) |
| Impairment losses | (344) | 0 | 0 | 0 | 0 | 0 | 0 | (344) |
| Total changes | 12,008 | 200,210 | 54,096 | 254,306 | 2,170 | 121,005 | 123,175 | 389,489 |
| Historical cost | 268,417 | 323,751 | 65,413 | 389,164 | 48,674 | 293,777 | 342,451 | 1,000,032 |
| Accumulated amortization | (146,665) | 0 | 0 | 0 | (33,811) | (103,441) | (137,252) | (283,917) |
| Write-down provision | (732) | (11,878) | (2) | (11,880) | (2,589) | 0 | (2,589) | (15,201) |
| Balance at 31 December 2025 | 121,020 | 311,873 | 65,411 | 377,284 | 12,274 | 190,336 | 202,610 | 700,914 |
Development costs
Item “Development costs” includes costs for development, internal and external, for a gross historical cost of €268,417 thousand. During the reporting year, this item changed due to higher costs incurred in 2025 for development orders received both during the year and in previous years, for which additional development costs were incurred; amortization amounting to €21,796 thousand was recognized for development costs associated with orders regarding products that have already entered production. The gross amount includes development activities for projects underway totalling €63,440 thousand. The total amount of costs for capitalized internal works charged to the Statement of Income in item “Costs for capitalized internal works” during the year amounted to €35,391 thousand (2024: €31,497 thousand). Impairment losses totaled €344 thousand and are recognized in the Statement of Income under “Amortization, depreciation and impairment losses.” Impairment losses refer to development costs incurred mainly by the Parent, Brembo N.V., in relation to projects that, as decided by the customer or Brembo, were not completed or underwent changes in terms of their end destination.
2025 Brembo Annual Report 219
Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission
Goodwill
Item “Goodwill” arose from business combinations and the ensuing allocation to the following CGUs: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Discs / Systems / Motorcycles: | ||
| Brembo North America Inc. (Hayes Lemmerz) | 14,527 | 16,430 |
| Brembo México S.A. de C.V. (Hayes Lemmerz) | 884 | 1,000 |
| Brembo Nanjing Brake Systems Co. Ltd. | 851 | 923 |
| Brembo India Pvt. Ltd. | 6,236 | 7,404 |
| Brembo Huilian (Langfang) Brake Systems Co. Ltd. | 40,926 | 44,396 |
| SBS Friction A/S | 20,659 | 20,690 |
| J.Juan Group | 6,296 | 6,296 |
| Brembo N.V. (I.TRA) | 220 | 0 |
| Aftermarket / Performance Group / Suspensions: | ||
| Corporación Upwards '98 (Frenco S.A.) | 2,006 | 2,006 |
| AP Racing Ltd. | 11,896 | 12,518 |
| Öhlins Group | 207,372 | 0 |
| Total | 311,873 | 111,663 |
The change compared to 31 December 2024 is mainly attributable to the consideration paid for acquiring the 100% stake in Öhlins Group and recognized under goodwill, and to the change in consolidation differences. CGUs are typically identified as the business being acquired and therefore tested for impairment. If the asset being tested for impairment refers to businesses operating in multiple business lines, it is attributed to all business lines in existence at the date of acquisition; this approach is consistent with valuations carried out at the acquisition date, which are typically based on the estimated recoverable amount of the entire investment.
Intangible assets with indefinite useful lives
This item includes €54,128 thousand for Öhlins trademark, €1,030 thousand related to the Villar trademark, owned by the subsidiary Corporación Upwards ‘98 S.A., €1,315 thousand to the SBS Friction trademark, €8,585 thousand to the J.Juan trademark and €353 thousand to the trademark LF of Brembo Huilian (Langfang) Brake Systems Co. Ltd.
Impairment test
The Group conducts an impairment test at year-end and whenever there are indicators of impairment losses. The Group’s impairment test on goodwill and intangible assets with indefinite useful lives is based on value in use. Among the various indicators of impairment losses, the Group considers the relationship between its market capitalization and equity, which at 31 December 2025 did not show any indicators of impairment losses. Future cash flows used for the calculation are based on management’s most recent operating and financial plans. In particular, in defining the future cash flows reference was made to: the Group’s 2026 Budget approved by the Board of Directors on 29 January 2026; the Group’s 2027-2029 Industrial Plan approved by the Board of Directors on 29 July 2025, which both reflect the current expectations regarding economic conditions and market trends as well as the Company’s initiatives for the period covered by the projections. The main assumptions that determined the test outcome were: the Group’s rate (Group WACC) of 8.48% (8.91% in 2024). The change compared to the previous year was mainly due to the decrease in the interest rates; a growth rate (g-rate) used in determining terminal value of 1.5% (1.5% in 2024). The previously mentioned impairment tests did not indicate the need to recognize any impairment loss in the reporting year. After having performed the base tests, according to the calculation for each CGU, the sensitivity analyses were conducted. In the event of a change in the growth rate from 1.5% to 1% or a decline in sales volumes/margins of 5%-10% over the plan period, no impairment loss would be required. Only in the event of a change in the WACC from 8.48% to 9.48% some intangibles would become impaired. In addition to the foregoing, the Group analyzed the presence of impairment indicators on the various CGUs that do not present goodwill recognized or fixed assets with indefinite useful lives.However, for these CGUs, the impairment test for Property, plant, equipment and other equipment, Right of use assets, Development costs and Other intangible assets is only required when such indicators are present. In the reporting year, impairment indicators were identified with reference to Brembo Czech S.r.o., Öhlins Group and SBS Friction A.S. The impairment test and sensitivity analyses on the above CGU did not identify any risks of impairment (for methodology, reference is made to what is stated above with regard to goodwill). Despite including considerable investments relating to sustainability objectives in its financial plans, Brembo has introduced an additional sensitivity scenario for its flows (at both Group level and GBU level), designed to reflect its net zero goals. Accordingly, cash outflows were simulated, both during the explicit period and in the estimate of terminal value, which simulate the cost of neutralizing $\text{CO}_2$ emissions (Scope 1) on the basis of the market values that would be incurred to neutralize them. Impairment tests did not indicate the need to recognize any impairment loss in the reporting year.
Other intangible assets
Acquisitions recognized under “Other intangible assets” totaled €16,688 thousand and refer for €1,715 thousand to the filing of specific patents and trademarks, and for the remaining amount mainly to the share of the investment for the reporting year associated with the development of the Group’s Digital Transformation plan. The item “change in consolidation area” is attributable to the consolidation of Öhlins into the Group and refers to customer relationship for €84,622 thousand and to technology for €43,236 thousand.
2025 Brembo Annual Report 220
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. Shareholdings Valued Using the Equity Method (Associates and Joint Ventures)
5. Investments in Other Companies, Derivatives and Other Non-Current Financial Assets
6. Receivables and Other Non-current Assets
7. Deferred Tax Assets and Liabilities
This item includes the Group’s share of equity in companies that are valued using the equity method. The following table shows all relevant movements:
(euro thousand)
| 31.12.2024 | Exchange rate fluctuations | Write-ups/Write-downs | Dividends | Other changes | 31.12.2025 | |
|---|---|---|---|---|---|---|
| Brembo SGL Carbon Ceramic Brakes Group | 54,833 | 0 | 7,685 | (5,000) | 47 | 57,565 |
| Shandong BRGP Friction Technology Co. Ltd. | 7,555 | (661) | 1,248 | 0 | 0 | 8,142 |
| Petroceramics S.p.A. | 1,405 | 0 | 211 | 0 | 0 | 1,616 |
| Infibra Technologies S.r.l. | 748 | 0 | (748) | 0 | 0 | 0 |
| Total | 64,541 | (661) | 8,396 | (5,000) | 47 | 67,323 |
It should be noted that the impact on the Statement of Income of investments valued using the equity method refers to two items: “Income (expense) from non-financial investments”, attributable to the effect of the valuation using the equity method of the BSCCB Group and the company Shandong BRGP Friction Technology Co. Ltd., and “Interest income (expense) from investments”, attributable to the valuation of associates using the equity method. The following is a breakdown of the assets, liabilities, costs and revenues referring to joint ventures and associates.
2025 Brembo Annual Report 221
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. Shareholdings Valued Using the Equity Method (Associates and Joint Ventures)
5. Investments in Other Companies, Derivatives and Other Non-Current Financial Assets
6. Receivables and Other Non-current Assets
7. Deferred Tax Assets and Liabilities
Joint ventures (euro thousand)
| Brembo Group | SGL Carbon Ceramic Brakes | Shandong BRGP Friction Technology Co. Ltd. | |
|---|---|---|---|
| 31.12.2025 | 31.12.2024 | 31.12.2025 | |
| Revenue from contracts with customers | 261,064 | 267,811 | 48,936 |
| Other revenues and income | 2,843 | 4,146 | 216 |
| Costs for capitalized internal works | 527 | 0 | 0 |
| Raw materials, consumables and goods | (85,265) | (85,717) | (32,132) |
| Other operating costs | (64,336) | (61,296) | (3,367) |
| Personnel expenses | (70,382) | (65,998) | (6,274) |
| Gross operating income | 44,451 | 58,946 | 7,379 |
| Depreciation, amortization and impairment losses | (19,718) | (13,100) | (2,916) |
| Net operating income | 24,733 | 45,846 | 4,463 |
| Net interest income (expense) | (3,746) | (1,043) | (521) |
| Result before taxes | 20,987 | 44,803 | 3,942 |
| Taxes | (5,734) | (12,820) | (839) |
| Net result for the year | 15,253 | 31,983 | 3,103 |
| % ownership | 50% | 50% | 50% |
| Other consolidation adjustments | 58 | 53 | (304) |
| Group net result | 7,685 | 16,045 | 1,248 |
| Property, plant and equipment | 115,196 | 103,228 | 13,406 |
| Right-of-use assets | 56,192 | 39,092 | 7,337 |
| Development costs | 527 | 0 | 0 |
| Other intangible assets | 654 | 419 | 120 |
| Other non-current financial assets | 131 | 131 | 0 |
| Receivables and other non-current assets | 1,182 | 973 | 0 |
| Deferred tax assets | 3,701 | 3,682 | 464 |
| Total non-current assets | 177,583 | 147,525 | 21,327 |
| Inventories | 43,362 | 44,960 | 2,212 |
| Trade receivables | 25,982 | 23,211 | 6,995 |
| Other receivables and current assets | 8,241 | 12,773 | 1,047 |
| Other current financial assets | 3 | 2 | 0 |
| Cash and cash equivalents | 19,294 | 9,444 | 10,847 |
| Total current assets | 96,882 | 90,390 | 21,101 |
| Total assets | 274,465 | 237,915 | 42,428 |
(euro thousand)
| Brembo Group | SGL Carbon Ceramic Brakes | Shandong BRGP Friction Technology Co. Ltd. | |
|---|---|---|---|
| 31.12.2025 | 31.12.2024 | 31.12.2025 | |
| Share capital | 4,000 | 4,000 | 15,183 |
| Other reserves | 37,499 | 24,993 | 3 |
| Reserve for cumulative translation adjustment | 0 | 0 | (42) |
| Retained earnings/(losses) | 56,505 | 46,934 | 0 |
| Retained earning/(losses) carried forward | 0 | 0 | (85) |
| Net result for the period | 15,253 | 31,983 | 3,103 |
| Total equity | 113,257 | 107,910 | 18,162 |
| Non-current payables to banks | 20,000 | 20,000 | 0 |
| Long-term lease liabilities | 54,707 | 36,422 | 8,052 |
| Other non-current liabilities | 1,566 | 1,899 | 0 |
| Non-current provisions | 795 | 1,276 | 0 |
| Employee benefits | 3,402 | 3,180 | 0 |
| Deferred tax liabilities | 372 | 26 | 0 |
| Total non-current liabilities | 80,842 | 62,803 | 8,052 |
| Current payables to banks | 38,102 | 16,340 | 0 |
| Short-term lease liabilities | 3,201 | 3,541 | 307 |
| Trade payables | 27,261 | 35,663 | 15,238 |
| Tax payables | 173 | 586 | 301 |
| Current provisions | 33 | 0 | 0 |
| Other current liabilities | 11,596 | 11,072 | 368 |
| Total current liabilities | 80,366 | 67,202 | 16,214 |
| Total liabilities | 161,208 | 130,005 | 24,266 |
| Total equity and liabilities | 274,465 | 237,915 | 42,428 |
| % ownership | 50% | 50% | 50% |
| Goodwill | 1,033 | 1,033 | 0 |
| Other consolidation adjustments | (97) | (155) | (939) |
| Carrying value of Group shareholding | 57,565 | 54,833 | 8,142 |
2025 Brembo Annual Report 222
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. Shareholdings Valued Using the Equity Method (Associates and Joint Ventures)
5. Investments in Other Companies, Derivatives and Other Non-Current Financial Assets
6. Receivables and Other Non-current Assets
7. Deferred Tax Assets and Liabilities
Associates (euro thousand)
| Petroceramics S.p.A. | Infibra Technologies S.r.l. | |
|---|---|---|
| 31.12.2025 | 31.12.2024 | |
| Revenue from contracts with customers | 5,963 | 2,905 |
| Net result for the year | 1,058 | 586 |
| % ownership | 20% | 20% |
| Other consolidation adjustments | 0 | 0 |
| Group net result | 211 | 117 |
| Total current assets | 6,710 | 5,562 |
| Total non-current assets | 5,561 | 3,108 |
| Total current liabilities | 4,093 | 1,355 |
| Total non-current liabilities | 93 | 288 |
| Total equity | 8,085 | 7,027 |
| % ownership | 20% | 20% |
| Other consolidation adjustments | 0 | 0 |
| Carrying value of Group shareholding | 1,616 | 1,405 |
4. Investments in Other Companies, Derivatives and Other Non-Current Financial Assets
This item is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Investments in other companies measured at fair value | 93 | 914 |
| Investments in other companies measured at cost | 3,623 | 2,727 |
| Derivatives measured at fair value | 3,104 | 8,998 |
| Other securities | 13 | 53 |
| Other | 2,463 | 2,512 |
| Total | 9,296 | 15,204 |
The item “Investments in other companies measured at fair value” consisted of the fair value of the 10.33% interest held in E-Novia S.p.A. for €93 thousand. The change in “Investments in other companies measured at cost” at 31 December 2025 was mainly attributable for €150 thousand to the Parent’s interest in consortium funds intended for research and for €700 thousand to the acquisition of a stake in Hydrospark, a start-up launched by Petroceramics focused on hydrogen production and storage technologies. The item “Derivatives” refers for €3,104 thousand to the non-current portion of the fair value of three IRSs entered into directly by the Parent Brembo N.V., hedging the change in interest rate risk associated with a specific outstanding loan. These IRSs fall within the requirements set forth in the accounting standards relating to hedge accounting (cash flow hedge). The change in fair value compared to 31 December 2025 was recognized as a component of comprehensive income, net of the tax effect, given that the hedge is fully effective. The item “Other” includes interest-free security deposits for utilities and car rental agreements.
5. Receivables and Other Non-current Assets
This item is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Other non-current assets | 44,461 | 47,870 |
| Income tax receivables | 3,758 | 5,024 |
| Non-income tax receivables | 34 | 34 |
| Total | 48,253 | 52,928 |
Item “Other non-current assets” refers to contributions towards clients for the acquisition of long-term exclusive supply arrangements, which were released to the Statement of Income in accordance with the supply schedule for the clients. Income tax receivables mainly refer to tax credits that can be used beyond one year, granted on the purchase of new property, plant and equipment, and other tax credits for which refunds have been requested.
6. Deferred Tax Assets and Liabilities
The net balance of deferred tax assets and liabilities is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Deferred tax assets | 105,951 | 109,284 |
| Deferred tax liabilities | (70,072) | (25,202) |
| Total | 35,879 | 84,082 |
Deferred tax assets and liabilities were generated mainly due to temporary differences for capital gains with deferred taxation, other income items subject to future deductions or taxation, prior years’ tax losses and other consolidation adjustments.Movements for the year are reported in the following table: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Balance at beginning of period | 84,082 | 66,705 |
| Change in consolidation area | (35,671) | 0 |
| Deferred tax liabilities generated | (6,904) | (376) |
| Deferred tax assets generated | 15,065 | 15,341 |
| Use of deferred tax assets and liabilities | (7,822) | (4,446) |
| Exchange rate fluctuations | (7,559) | 2,262 |
| Reclassifications | (7,776) | 0 |
| Other movements | 2,464 | 4,596 |
| Balance at end of period | 35,879 | 84,082 |
2025 Brembo Annual Report 223
Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission
The nature of temporary differences that generated deferred tax assets and liabilities is detailed below: (euro thousand)
| Assets | Liabilities | Net | |
|---|---|---|---|
| 31.12.2025 | 31.12.2024 | 31.12.2025 | |
| Property, plant, equipment and other equipment | 39,544 | 29,210 | 21,321 |
| Development costs | 539 | 4,369 | 361 |
| Goodwill and other indefinite useful life assets | 0 | 115 | 13,516 |
| Other intangible assets | 535 | 602 | 31,961 |
| Other financial assets | 2,630 | 2,042 | 108 |
| Trade receivables | 5,561 | 6,168 | 0 |
| Inventories | 19,654 | 20,621 | 0 |
| Other receivables and current assets | 83 | 69 | 6,168 |
| Financial liabilities | 81 | 64 | 1,480 |
| Other financial liabilities | 12,821 | 11,908 | 446 |
| Provisions | 7,012 | 8,544 | 586 |
| Provisions for employee benefits | 6,537 | 11,365 | 1,378 |
| Short/long-term lease liabilities | 494 | 53 | 0 |
| Trade payables | 144 | 203 | 0 |
| Cash and cash equivalents | 10 | 10 | 0 |
| Other liabilities | 17,212 | 19,660 | 8,747 |
| Other | 1,484 | 13,387 | 5,976 |
| Tax losses | 13,586 | 11,648 | 0 |
| Compensation balance | (21,976) | (30,754) | (21,976) |
| Total | 105,951 | 109,284 | 70,072 |
Item “Tax losses” refers to deferred tax assets on losses for the previous years recognized by Brembo Czech S.r.o. (€4,928 thousand), J.Juan S.A.U. (€4,301 thousand), Brembo do Brasil Ltda. (€2,405 thousand), SBS Friction A/S (€725 thousand) and Brembo Thailand Ltd. (€1,227 thousand), considering there to be a basis for the future recoverability of the tax assets in light of updated strategic plans. It should also be noted that: unrecognized deferred tax assets of Brembo do Brasil Ltda. — calculated on prior years’ losses (BRL 48 million) eligible to be unlimitedly carried forward — amounted to BRL 15.40 million; Brembo Czech S.r.o. has 3 tax incentive plans, one of CZK 133.1 million (expiring in 2026), one of CZK 63.8 million (expiring in 2029) and another of CZK 367.0 million (expiring in 2031), on which the company did not recognize any deferred tax assets; at 31 December 2025, deferred tax liabilities of €5,975 thousand were recognized on profits of subsidiaries, associates or joint ventures which the Group considers may be distributed in the foreseeable future; at 31 December 2025, the temporary differences between the Parent’s share of the net assets of the subsidiary, associate or investee company, including the book value of goodwill, and the value of the investment or shareholding (cost) (as indicated in §38 of IAS 12) amounted to €1,286 million and were considered to be permanently reinvested, since these provisions are used to fund current transactions and future business growth in those countries in which the same subsidiary resides; as a result, no deferred tax liability was recognized on the taxable portion of such differences.
7. Inventories
A breakdown of net inventories, which are stated net of the inventory write-down provision, is shown below: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Raw materials | 244,935 | 249,033 |
| Work in progress | 114,994 | 123,415 |
| Finished products | 209,338 | 216,357 |
| Goods in transit | 43,730 | 49,505 |
| Total | 612,997 | 638,310 |
The value at 31 December 2025 includes €20,547 thousand related to the consolidation of initial Öhlins data into the Group.
Movements in the inventory write-down provision are reported in the following table: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Balance at the beginning of period | 88,495 | 76,913 |
| Provisions | 20,924 | 26,336 |
| Use/Release | (28,293) | (15,375) |
| Exchange rate fluctuations | (1,713) | 733 |
| Reclassification | 373 | (112) |
| Change in consolidation area | 2,013 | 0 |
| Balance at end of period | 81,799 | 88,495 |
The inventory write-down provision was determined in order to align the cost of inventories to their estimated realizable value.
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8. Trade Receivables
At 31 December 2025, the balance of account receivables from customers compared to the end of the previous year was as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Receivables from customers | 549,658 | 629,007 |
| Receivables from associates and joint ventures | 3,884 | 2,388 |
| Total | 553,542 | 631,395 |
The decrease in trade receivables is mainly due to lower overdue receivables and to a lower level of sales. The bad debt risk is not concentrated in any one area, as the Group has a client portfolio spread across the various geographical areas in which it operates. Account receivables from customers are recognized net of the provision for bad debts, which amounted to €10,891 thousand.
Movements in the provision for bad debts are shown below: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Balance at beginning of period | 17,946 | 8,455 |
| Provisions | 1,907 | 11,273 |
| Use/Release | (8,957) | (1,822) |
| Exchange rate fluctuations | (330) | 40 |
| Reclassifications | 69 | 0 |
| Change in consolidation area | 256 | 0 |
| Balance at end of period | 10,891 | 17,946 |
The decrease of provision is related to the closure of a legal restructuring proceeding with self-administration of a primary listed OE producer started in 2024. The Brembo Group’s maximum credit risk exposure is the book value of the gross financial assets recognized in the financial statements, net of any amounts offset in accordance with IAS 32 and any impairment losses recognized in accordance with IFRS 9. It bears noting that Brembo has no credit insurance contracts as its credit risk is modest since its main business partners are leading car and motorcycle manufacturers with high credit standing. To mitigate commercial credit risk towards third parties, the Group applies procedures for assessing their financial solidity. These involve an analysis of the last three annual financial statements available, with the assignment of the relevant rating and commercial credit limit. Operating credit management is entrusted to a dedicated team that performs thorough checks on past-due accounts, involving the Sales areas to which the customers are assigned as necessary. To express the creditworthiness of financial assets the Group has elected to distinguish between clients who are listed or not listed on the stock exchange. Listed clients are those listed on a stock market, directly or indirectly controlled by a listed company or closely connected to listed companies.
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Listed clients | 423,118 | 539,604 |
| Unlisted clients | 141,315 | 109,737 |
| Total | 564,433 | 649,341 |
The following table provides details on trade receivables that have not been adjusted for impairment, broken down by maturity.
Listed clients (euro thousand)
| 31.12.2025 | Write-down 2025 | 31.12.2024 | Write-down 2024 | |
|---|---|---|---|---|
| Current | 393,797 | 54 | 466,543 | 3,260 |
| Expired by up 30 days | 2,296 | 0 | 17,590 | 716 |
| Overdue from 31 to 60 days | 12,055 | 0 | 16,871 | 915 |
| Overdue more than 60 days | 14,970 | 5,768 | 38,600 | 8,737 |
| Total | 423,118 | 5,822 | 539,604 | 13,628 |
| % ratio of expired receivables not written down to total exposure | 5.6% | 11.6% | ||
| Total expired receivables, not written down | 23,553 | 62,693 |
Unlisted clients (euro thousand)
| 31.12.2025 | Write-down 2025 | 31.12.2024 | Write-down 2024 | |
|---|---|---|---|---|
| Current | 125,882 | 0 | 96,389 | 0 |
| Expired by up 30 days | 1,873 | 0 | 2,447 | 0 |
| Overdue from 31 to 60 days | 4,359 | 46 | 3,730 | 0 |
| Overdue more than 60 days | 9,201 | 5,023 | 7,171 | 4,318 |
| Total | 141,315 | 5,069 | 109,737 | 4,318 |
| % ratio of expired receivables not written down to total exposure | 7.3% | 8.2% | ||
| Total expired receivables, not written down | 10,364 | 9,030 |
Expired receivables from listed clients mainly refer to primary OE customers; the repayment plans of the expired receivables, that have not been written down, were almost fully set at the beginning of 2026. With regard to the portion of expired receivables from unlisted clients that have not been written down, most of this amount has already been collected in the first months of 2026.
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Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission
9. Other Receivables and Current Assets
This item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Income tax receivables | 41,304 | 45,878 |
| Non-income tax receivables | 74,768 | 63,247 |
| Other receivables | 33,280 | 28,551 |
| Total | 149,352 | 137,676 |
Item “Income tax receivables” includes the receivable recognized by the Parent in prior years in relation to the application of an IRES refund, concerning the non-deductibility for IRAP purposes of personnel expenses, and other applications for IRES and IRAP refund, besides the R&D tax credit. Item “Non-income tax receivables” primarily includes the VAT receivables of subsidiaries located in Poland and Mexico, most of them have been request for reimbursment. Item “Other receivables” includes dividends to be received by investees and advances paid to suppliers for goods and services, as well as other accrued income.
10.# Derivatives and Other Current Financial Assets
This item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Other securities | 295 | 395 |
| Derivatives measured at fair value | 4,378 | 23,985 |
| Security deposits | 2,284 | 2,636 |
| Other receivables | 84 | 99 |
| Total | 7,041 | 27,115 |
The item “Derivatives” refers for €598 thousand to the fair value of derivative assets relating to a specific financial transaction hedging against the risk of fluctuation in the electricity price undertaken in 2021 by Brembo Poland Sp.Zo.o. and for €3,114 thousand to the current portion of the fair value of two IRSs entered into directly by the Parent Brembo N.V. hedging the change in interest rate risk associated with a specific outstanding loan. These IRSs fall within the requirements set forth in the accounting standards relating to hedge accounting (cash flow hedge). The change in fair value compared to 31 December 2024 was recognized as a component of comprehensive income, net of the tax effect, given that the hedge is fully effective. The item also includes the fair value of derivative assets relating to hedging through currency forwards for €667 thousand.
11. Cash and Cash Equivalents
Cash and cash equivalents include: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Bank and postal account | 656,301 | 867,066 |
| Cash-in-hand and cash equivalents | 101 | 150 |
| Total cash and cash equivalents | 656,402 | 867,216 |
| Payables to banks: overdrafts | (372,069) | (261,621) |
| Cash and cash equivalents from the Statement of Cash Flows | 284,333 | 605,595 |
The items listed above can be converted readily into cash and are not exposed to a significant risk that their value may change. It is deemed that the book value of cash and cash equivalents approximates their fair value at the reporting date. Cash is on deposit with credit institutions whose ratings are constantly monitored in order to select only financially sound counterparties. The decrease is mainly due to the price paid for the acquisition of a 100% stake in Öhlins for €366 million. In addition to the amount recognized in the Statement of Cash Flows, it should be noted that interest paid in the year totaled €53,544 thousand (€52,804 thousand in 2024). This interest does not include the €5,839 thousand positive differentials on the IRSs entered into to hedge against the change in interest-rate risk on the variable-rate loans.
12. Equity
Group consolidated equity at 31 December 2025 decreased by €1,351 thousand compared to 31 December 2024. For further details, reference should be made to the paragraph “Significant events during the year”. Movements are given in the relevant statement within the Consolidated Financial Report.
Share capital
The issued share capital amounted to €8,822 thousand at 31 December 2025. The table below shows the composition of the share capital and the number of shares outstanding at 31 December 2025:
| Issued share capital (€) | No. of shares making up the share capital | No. of voting rights | |
|---|---|---|---|
| Ordinary shares | 3,339,222.50 | 333,922,250 | 333,922,250 |
| Special Voting Shares A (*) | 64,906.08 | 6,490,608 | 6,490,608 |
| Special Voting Shares B (*) | 52,896.08 | 2,644,804 | 5,289,608 |
| Special Voting Shares C (*) | 5,364,938.13 | 178,831,271 | 536,493,813 |
| Total shares outstanding | 8,821,962.79 | 521,888,933 | 882,196,279 |
(*)For further information on the share capital, please see the Brembo website: Share Capital | Brembo Corporate. As part of its buy-back plan, in 2025 Brembo bought back 757,490 ordinary own shares (€6,532 thousand), which, together with the 15,051,860 ordinary own shares already held, represent 4.73% of the ordinary own shares.
Statutory reserve
The statutory reserve, created in 2024 from share capital decrease, is aimed to generate a reserve for future issued of special voting share, without any need to amend the Articles of Association.
Other reserves and retained earnings/(losses)
The Annual General Meeting (the “AGM”) of the Parent Brembo N.V. held on 29 April 2025 approved the Financial Statements for the financial year ended 31 December 2024, allocating net income for the year amounting to €163,751,872.04 as follows: to the Shareholders, a gross ordinary dividend of €0.30 per ordinary share outstanding, excluding own shares; the remaining amount carried forward.
Minority interests
This item changed due to dividends paid to minority shareholders, as well as to the change in consolidation differences.
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
13. Financial Debt and Derivatives
This item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| Due within one year | Due after one year | Total | Due within one year | Due after one year | Total | |
| Payables to banks: | ||||||
| – overdrafts | 372,069 | 0 | 372,069 | 261,621 | 0 | 261,621 |
| – loans | 184,795 | 649,499 | 834,294 | 163,673 | 574,236 | 737,909 |
| Total | 556,864 | 649,499 | 1,206,363 | 425,294 | 574,236 | 999,530 |
| Lease liabilities | 20,659 | 157,426 | 178,085 | 93,346 | 145,146 | 238,492 |
| Payables to other financial institutions | 176 | 130 | 306 | 545 | 155 | 700 |
| Derivatives measured at fair value | 440 | 5,991 | 6,431 | 1,607 | 2,574 | 4,181 |
| Total | 21,275 | 163,547 | 184,822 | 95,498 | 147,875 | 243,373 |
The following table provides a breakdown of “Payables to banks”: (euro thousand)
| Loans: | Amount at 31.12.2024 | Amount at 31.12.2025 | Portion due within one year | Portion due between 1 and 5 years | Portion due after 5 years |
|---|---|---|---|---|---|
| BNL loan (€100 million) | 50,143 | 25,068 | 25,068 | 0 | 0 |
| BNL loan (€200 million) | 174,849 | 124,919 | 49,951 | 74,968 | 0 |
| Banca Popolare di Sondrio loan (€125 million) | 62,939 | 37,704 | 25,205 | 12,499 | 0 |
| ISP loan (€100 million) | 49,882 | 24,965 | 24,965 | 0 | 0 |
| Banca Popolare di Sondrio loan (€150 million) | 149,849 | 112,411 | 37,454 | 74,957 | 0 |
| Mediobanca loan (€100 million) | 99,761 | 99,809 | 22,152 | 77,657 | 0 |
| Mediobanca loan (€150 million) | 149,840 | 149,700 | 0 | 149,700 | 0 |
| Banca Popolare di Sondrio loan (€100 million) | 0 | 99,934 | 0 | 87,435 | 12,499 |
| BNL loan (€160 million) | 0 | 159,784 | 0 | 99,801 | 59,983 |
| Bankinter loan (€2 million) | 274 | 0 | 0 | 0 | 0 |
| Banco Sabadell loan (€500 thousand) | 43 | 0 | 0 | 0 | 0 |
| Santander loan (€2 million) | 51 | 0 | 0 | 0 | 0 |
| Santander 2020 loan (€2 million) | 174 | 0 | 0 | 0 | 0 |
| Caixabank loan (€1 million) | 104 | 0 | 0 | 0 | 0 |
| Total loans | 737,909 | 834,294 | 184,795 | 577,017 | 72,482 |
The most significant transactions finalized in 2025 include the full draw-down of two medium-term loans of €100,000 thousand and €160,000 thousand contracted by Brembo N.V. with Banca Popolare di Sondrio and Banca Nazionale del Lavoro (BNL), respectively. Moreover, in the second half of the year a two years tenor committed credit line of €100,000 thousand with Banco BPM, not yet utilized, has been also finalized to grant more flexibility on available funding sources. It should be noted that several loans require compliance with certain financial covenants. At the end of the reporting year, all of these covenants had been met. The current level of covenants allows the Group to benefit from a safety margin that does not entail the need to reclassify financial payables subject to such covenants as short-term financial payables. At 31 December 2025, there were no financial payables secured by collateral.
The following table shows the breakdown of “Other financial liabilities”. (euro thousand)
| Other financial liabilities: | Amount at 31.12.2024 | Amount at 31.12.2025 | Portion due within one year | Portion due between 1 and 5 years | Portion due after 5 years |
|---|---|---|---|---|---|
| Payables to other financial institutions: | |||||
| Libra loan | 391 | 131 | 131 | 0 | 0 |
| MIUR Smart Manufacturing loan | 0 | 151 | 21 | 78 | 52 |
| Ministerio Industria España | 257 | 0 | 0 | 0 | 0 |
| Ministerio de Ciencia e InnovaciÓn | 52 | 24 | 24 | 0 | 0 |
| Total payables to other financial institutions | 700 | 306 | 176 | 78 | 52 |
| Lease liabilities | 238,492 | 178,085 | 20,659 | 68,012 | 89,414 |
| Total other financial liabilities | 239,192 | 178,391 | 20,835 | 68,090 | 89,466 |
With regard to payments relating to optional lease renewal periods not included in the calculation of liabilities at 31 December 2025, € 40,302 thousand of lease instalments, relating solely to properties and due beyond five years, were not subject to discounting.
The following table shows the structure of loans towards banks and other financial institutions, broken down by annual interest rate and currency: (euro thousand)
| 31.12.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| Fixed rate | Variable rate | Total | Fixed rate | Variable rate | Total | |
| Euro | 399,803 | 434,797 | 834,600 | 325,997 | 412,612 | 738,609 |
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
The average variable rate applicable to the Group’s debt is 3.02% and the average fixed rate is 2.23%. The item “Derivatives” includes the fair value relating to hedging through currency forward for €440 thousand and for €5,991 thousand to the fair value of derivative liability relating to a specific financial transaction hedging against the risk of fluctuation in the electricity price undertaken in 2024 by Brembo Poland Sp.Zo.o. IRS falls within the requirements set forth in the accounting standards relating to hedge accounting (cash flow hedge). The change in fair value compared to 31 December 2024 was recognized as a component of comprehensive income, net of the tax effect, given that the hedge is fully effective. At 31 December 2025, IRS derivatives had an overall positive fair value of €6,218 thousand, entirely recognized in a cash flow hedge reserve, gross of tax effects.Changes in the Cash Flow Hedge Reserve, gross of tax effects, are as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Opening value | (30,187) | (29,873) |
| Change in fair value reserve | (1,737) | (16,246) |
| Change in reserve for payment/collection of differentials | 31,149 | 15,932 |
| Closing value | (775) | (30,187) |
Net financial debt
The following table shows the reconciliation of the net financial debt at 31 December 2025 (€719,245 thousand) and at 31 December 2024 (€360,353 thousand) based on the layout prescribed by ESMA 32-382-1138 Guidelines of 4 March 2021: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| A Cash | 656,402 | 867,216 |
| B Cash equivalents | 0 | 0 |
| C Other current financial assets | 6,443 | 8,497 |
| D Liquidity (A + B + C) | 662,845 | 875,713 |
| E Current financial debt (including debt instruments, but excluding current portion of non-current financial debt) | 393,344 | 357,119 |
| F Current portion of non-current financial debt | 184,795 | 163,673 |
| G Current financial debt (E + F) | 578,139 | 520,792 |
| H Net current financial debt (G – D) | (84,706) | (354,921) |
| I Non-current financial debt (excluding current portion and debt instruments) | 803,951 | 715,274 |
| J Debt instruments | 0 | 0 |
| K Trade payables and other non-current payables | 0 | 0 |
| L Non-current financial debt (I + J + K) | 803,951 | 715,274 |
| M Total financial debt (H + L) | 719,245 | 360,353 |
The various components that gave rise to the change in net financial debt during the current year are presented in the Statement of Cash Flows in the Directors’ Report. Item “Non-current financial debt (excluding the current portion and debt instruments)” includes the non-current component of IRS derivatives amounting to €3,104 thousand.
Pursuant to IAS 7 — Statement of Cash Flows, changes in liabilities arising from financing activities are reported below. The table allows a reconciliation of the cash flows recognized in the Statement of Cash Flows in the Directors’ Report and the total changes in the year of the Statement of Financial Position items that contribute to financial debt.
(euro thousand)
| 31.12.2024 | Cash flows | Non-cash flow | 31.12.2025 | |
|---|---|---|---|---|
| Change in consolidation area | Additions | Exchange rate delta | ||
| Loans and payables to other financial institutions | 738,609 | 96,468 | 0 | 0 |
| Lease liabilities | 238,492 | (102,783) | 7,166 | 18,672 |
| Derivatives measured at fair value | 4,181 | 0 | 0 | 0 |
| Total liabilities from financing activities | 981,282 | (6,315) | 7,166 | 18,672 |
(euro thousand)
| 31.12.2023 | Cash flows | Non-cash flow | 31.12.2024 | |
|---|---|---|---|---|
| Change in consolidation area | Additions | Exchange rate delta | ||
| Loans and payables to other financial institutions | 654,378 | 90,023 | 0 | 0 |
| Lease liabilities | 171,240 | (28,607) | 0 | 60,534 |
| Derivatives measured at fair value | 160 | 0 | 0 | 0 |
| Total liabilities from financing activities | 825,778 | 61,416 | 0 | 60,534 |
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Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5. Directors’ Report
Corporate Highlights
Vision and Mission
14. Other Non-current Liabilities
This item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Social security payables | 567 | 103 |
| Payables to employees | 0 | 2,689 |
| Other payables | 51 | 1 |
| Total | 618 | 2,793 |
15. Provisions
This item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | ||||
|---|---|---|---|---|---|
| Provisions for contingencies and charges | Provision for product guarantees | Total Provisions for contingencies and charges | Provision for product guarantees | Total | |
| Balance at beginning of period | 14,685 | 11,118 | 25,803 | 19,052 | 14,766 |
| Change in consolidation area | 0 | 469 | 469 | 0 | 0 |
| Provisions | 1,614 | 3,744 | 5,358 | 3,256 | 4,287 |
| Use/Release | (7,743) | (4,428) | (12,171) | (9,305) | (7,888) |
| Exchange rate fluctuations | 8 | (481) | (473) | (56) | (47) |
| Other | 0 | 0 | 0 | 1,738 | 0 |
| Balance at end of period | 8,564 | 10,422 | 18,986 | 14,685 | 11,118 |
| of which short-term | 2,569 | 5,365 |
Provisions totaled €18,986 thousand, including a €10,422 thousand provision for product warranties for probable future costs linked to contractual warranties, supplemental customer indemnities — in connection with the Italian agency contract — and the valuation of risks related to litigation underway, as well as an estimate of liabilities that could arise as a result of tax litigation in place.
16. Employee Benefits
Group companies provide post-employment benefits through defined contribution plans or defined benefit plans. In the case of defined contribution plans, the Group companies pay contributions to public or private insurance institutes based on legal or contractual obligations or on a voluntary basis. Once such contributions have been paid, the companies have no further payment obligations. Defined contribution plans include a plan relating to Brembo Huilian (Langfang) Brake Systems Co. Ltd. and reserved for 13 early retired employees, who have guaranteed monthly payments until they reach pension age. The employees of the UK subsidiary AP Racing Ltd. have the benefit of a corporate pension plan (AP Racing Pension Scheme), which is made up of two sections: the first is a defined contribution plan for employees hired after 1 April 2001, and the second is a defined benefit plan for those already in service at 1 April 2001 (and previously covered by the AP Group Pension Fund). The defined benefit plan is funded by employer and employee contributions made to a trustee that is legally separate from the enterprise providing benefits to its employees. Other companies offer to their employees specific pension plans that qualify as defined benefit plans. Defined benefit plans include also the “Employees’ leaving entitlement” provided by the Group’s Italian companies, in accordance with current applicable regulations. The value of defined benefit plans is calculated on an actuarial basis using the “Projected Unit Credit Method”. Item “Other employee benefits” includes the liability associated with the 2025-2027 three-year incentive plan reserved for top managers, to be settled in May 2028.
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Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5. Directors’ Report
Corporate Highlights
Vision and Mission
Liabilities at 31 December 2025 are given in the table below: (euro thousand)
| 31.12.2025 | 31.12.2024 | ||||
|---|---|---|---|---|---|
| Employees’ leaving entitlement | Defined benefit plans | Defined contribution plans | Other long-term benefits | Total | |
| Balance at beginning of period | 12,156 | 3,969 | 870 | 30,361 | 47,356 |
| Provisions | 0 | 2,383 | 5,635 | 8,345 | 16,363 |
| Use/Release | (947) | (1,771) | (6,324) | (30,417) | (39,459) |
| Interest expense | 382 | 563 | 0 | (277) | 668 |
| Exchange rate fluctuations | 0 | (473) | (22) | (269) | (764) |
| Reclassification | 0 | 3,969 | 0 | 0 | 3,969 |
| Other | 19 | 948 | 0 | 0 | 967 |
| Balance at the end of year | 11,610 | 9,588 | 159 | 7,743 | 29,100 |
Defined benefit plans (euro thousand)
| | Unfunded plan (employees’ leaving entitlement) | | Funded Plan (AP Racing Plan) | | Brembo México Plan | | Brembo India Plan | | Brembo Poland Plan | | Other plans (*) | |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 |
| A. Change in defined benefit obligation | | | | | | | | | | | | |
| 1. Defined benefit obligation at end of prior year | 12,156 | 12,598 | 24,030 | 25,509 | 3,526 | 3,697 | 2,678 | 2,124 | 3,073 | 0 | 1,198 | 307 |
| 2. Service cost: | | | | | | | | | | | | |
| a. Current service cost | 0 | 0 | 0 | 0 | 712 | 584 | 313 | 286 | 220 | 0 | 47 | 32 |
| b. Past service cost | 0 | 0 | 0 | 0 | 0 | 0 | 387 | 0 | 0 | 0 | 0 | 0 |
| c. (Gain)/Loss on settlements | 0 | 0 | 0 | 0 | 364 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 3. Interest expense | 382 | 406 | 1,260 | 1,231 | 367 | 315 | 156 | 147 | 174 | 0 | 7 | 3 |
| 4. Cash flows: | | | | | | | | | | | | |
| Benefit payments from plan | 0 | 0 | (1,107) | (1,080) | 0 | 0 | (32) | (11) | 0 | 0 | 0 | 0 |
| Benefit payments from employer | (947) | (813) | 0 | 0 | (920) | (266) | (44) | (39) | (673) | 0 | (10) | (30) |
| Other significant events | | | | | | | | | | | | |
| 6. Remeasurements: | | | | | | | | | | | | |
| Effects of changes in demographic assumptions | 0 | 0 | 155 | (726) | (62) | 0 | 0 | 0 | 5 | 0 | 0 | 0 |
| Effects of changes in financial assumptions | (534) | (35) | (339) | (2,273) | 410 | (119) | 39 | 65 | 78 | 0 | 0 | 0 |
| Effects of experience adjustments (changes occurred since the previous measurement not in line with assumptions) | 553 | 0 | 155 | 191 | (16) | (225) | (228) | 27 | 595 | 0 | 0 | 0 |
| 7. Effect of changes in foreign exchange rates | 0 | 0 | (1,197) | 1,178 | (208) | (460) | (466) | 79 | 17 | 0 | (37) | (10) |
| 8. Defined benefit obligations at end of year | 11,610 | 12,156 | 22,957 | 24,030 | 4,173 | 3,526 | 2,803 | 2,678 | 3,489 | 0 | 1,205 | 302 |
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. 2. 3. 4. 5. Directors’ Report
Corporate Highlights
Vision and Mission
| | Unfunded plan (employees’ leaving entitlement) | | Funded Plan (AP Racing Plan) | | Brembo México Plan | | Brembo India Plan | | Brembo Poland Plan | | Other plans (*) | |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 |
| B. Change in fair value of plan assets | | | | | | | | | | | | |
| 1. Fair value of plan assets at end of prior year | 0 | 0 | 25,738 | 26,753 | 0 | 0 | 829 | 651 | 0 | 0 | 0 | 0 |
| 2. Interest income | 0 | 0 | 1,352 | 1,292 | 0 | 0 | 49 | 47 | 0 | 0 | 0 | 0 |
| 3. Cash flows: | | | | | | | | | | | | |
| Total employer contributions: | | | | | | | | | | | | |
| - employer contributions | 0 | 0 | 0 | 0 | 0 | 0 | 123 | 113 | 0 | 0 | 0 | 0 |
| - employer direct benefit payments | 964 | 815 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Benefit payments from plan | 0 | 0 | (1,107) | (1,080) | 0 | 0 | (32) | (11) | 0 | 0 | 0 | 0 |
| Benefit payments from employer | (964) | (815) | 0 | 0 | (918) | (266) | (44) | (41) | (673) | 0 | 0 | 0 |
| 5. Remeasurements: | | | | | | | | | | | | |
| Return on plan assets (excluding interest income) | 0 | 0 | (508) | (2,466) | 0 | 0 | 11 | 4 | 0 | 0 | 0 | 0 |
| 6. Effect of changes in foreign exchange rates | 0 | 0 | (1,275) | 1,239 | 0 | 0 | (141) | 25 | 0 | 0 | 0 | 0 |
| 7. Fair value of plan assets at end of year | 0 | 0 | 24,200 | 25,738 | 0 | 0 | 839 | 829 | 0 | 0 | 0 | 0 |
E.# Amounts recognized in the Statement of Financial Position
| 1. Defined benefit obligation | 11,610 | 12,156 | 22,957 | 24,030 | 4,173 | 3,526 | 2,803 | 2,678 | 3,489 | 0 | 1,205 |
| 2. Fair value of plan assets | 0 | 0 | 24,200 | 25,738 | 0 | 0 | 839 | 829 | 0 | 0 | 0 |
| 3. Funded status | 11,610 | 12,156 | (1,243) | (1,708) | 4,173 | 3,526 | 1,964 | 1,849 | 3,489 | 0 | 1,205 |
| 5. Net liability (asset) | 11,610 | 12,156 | (1,243) | (1,708) | 4,173 | 3,526 | 1,964 | 1,849 | 3,489 | 0 | 1,205 |
F. Components of defined benefit cost
| 1. Service cost: | |||||||||||
| a. Current service cost | 0 | 0 | 0 | 0 | 712 | 584 | 313 | 286 | 220 | 0 | 47 |
| c. Past service cost | 0 | 0 | 0 | 0 | 0 | 0 | 387 | 0 | 0 | 0 | 0 |
| d. (Gain)/Loss on settlements | 0 | 0 | 0 | 0 | 364 | 0 | 0 | 0 | 0 | 0 | 0 |
| e. Total service cost | 0 | 0 | 0 | 0 | 1,076 | 584 | 700 | 286 | 220 | 0 | 47 |
| 2. Net interest expense: | |||||||||||
| Interest expense on defined benefit plans | 382 | 406 | 1,260 | 1,231 | 367 | 315 | 156 | 147 | 174 | 0 | 7 |
| Interest (income) on plan assets | 0 | 0 | (1,352) | (1,292) | 0 | 0 | (49) | (47) | 0 | 0 | 0 |
| Total net interest expense | 382 | 406 | (92) | (61) | 367 | 315 | 107 | 100 | 174 | 0 | 7 |
| 3. Remeasurement on other long-term benefits | 0 | 0 | 0 | 0 | 0 | 0 | (142) | 4 | 481 | 0 | 0 |
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(euro thousand)
| Unfunded plan (employees’ leaving entitlement) | Funded Plan (AP Racing Plan) | Brembo México Plan | Brembo India Plan | Brembo Poland Plan | Other plans (*) | |
|---|---|---|---|---|---|---|
| 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | |
| 5. Defined benefit cost included in P&L | 382 | 406 | (92) | (61) | 1,443 | 899 |
| 6. Remeasurements (recognized in Other Comprehensive Income) | ||||||
| Effects of changes in demographic assumptions | 0 | 0 | 155 | (726) | (62) | 0 |
| Effects of changes in financial assumptions | (534) | (35) | (339) | (2,273) | 410 | (119) |
| Effects of experience adjustments (changes occurred since the previous measurement not in line with assumptions) | 553 | 0 | 155 | 191 | (16) | (225) |
| Return on plan assets (excluding interest income) | 0 | 0 | 508 | 2,466 | 0 | 0 |
| Total remeasurements included in OCI | 19 | (35) | 479 | (342) | 332 | (344) |
| 7. Total defined benefit cost recognized in P&L and OCI | 401 | 371 | 387 | (403) | 1,775 | 555 |
G. Net defined benefit liability (asset) reconciliation
| 1. Net defined benefit liability (asset) | 12,156 | 12,598 | (1,708) | (1,244) | 3,526 | 3,697 | 1,849 | 1,473 | 3,073 | 0 | 1,198 |
| 2. Defined benefit cost included in P&L | 382 | 406 | (92) | (61) | 1,443 | 899 | 665 | 390 | 875 | 0 | 54 |
| 3. Total remeasurements included in OCI | 19 | (35) | 470 | (342) | 332 | (344) | (52) | 84 | 198 | 0 | 0 |
| 4. Other significant events | |||||||||||
| 5. Cash flows: | |||||||||||
| Employer contributions | 0 | 0 | 0 | 0 | 0 | 0 | (123) | (113) | 0 | 0 | 0 |
| Employer direct benefit payments | (947) | (813) | 0 | 0 | (920) | (266) | (44) | (39) | (673) | 0 | (10) |
| 7. Effect of changes in foreign exchange rates | 0 | 0 | 87 | (61) | (208) | (460) | (324) | 54 | 14 | 0 | (35) |
| 8. Net defined benefit liability (asset) at end of year | 11,610 | 12,156 | (1,243) | (1,708) | 4,173 | 3,526 | 1,971 | 1,849 | 3,489 | 0 | 1,207 |
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(euro thousand)
| Unfunded plan (employees’ leaving entitlement) | Funded Plan (AP Racing Plan) | Brembo México Plan | Brembo India Plan | Brembo Poland Plan | Other plans (*) | |
|---|---|---|---|---|---|---|
| 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 |
H. Defined benefit obligation
| 1. Defined benefit obligation by participant status: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Actives | 11,610 | 12,156 | 0 | 0 | 4,173 | 3,526 | 2,808 | 2,678 | 3,489 | 0 | 0 | 0 |
| Vested deferred | 0 | 0 | 10,100 | 10,272 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Retirees | 0 | 0 | 12,857 | 13,758 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 11,610 | 12,156 | 22,957 | 24,030 | 4,173 | 3,526 | 2,808 | 2,678 | 3,489 | 0 | 0 | 0 |
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(euro thousand)
| Unfunded plan (employees’ leaving entitlement) | Funded Plan (AP Racing Plan) | Brembo México Plan | Brembo India Plan | Brembo Poland Plan | Other plans (*) | |
|---|---|---|---|---|---|---|
| 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 |
I. Plan assets
| 1. Fair value of plan assets | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | 0 | 0 | 651 | 1,425 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Equity instruments | 0 | 0 | 4,201 | 3,936 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Debt instruments | 0 | 0 | 3,157 | 3,163 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Derivatives | 0 | 0 | 14,277 | 15,257 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Investment funds | 0 | 0 | 1,914 | 1,957 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Assets held by insurance company | 0 | 0 | 0 | 0 | 0 | 0 | 841 | 829 | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 24,200 | 25,738 | 0 | 0 | 841 | 829 | 0 | 0 | 0 | 0 |
| 2. Fair value of assets that have quoted market prices | ||||||||||||
| Cash and cash equivalents | 0 | 0 | 651 | 1,425 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Equity instruments | 0 | 0 | 4,201 | 3,936 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Debt instruments | 0 | 0 | 3,157 | 3,163 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Derivatives | 0 | 0 | 14,277 | 15,257 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Investment funds | 0 | 0 | 1,914 | 1,957 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Assets held by insurance company | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 24,200 | 25,738 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
J. Significant actuarial assumptions
Weighted-average assumptions to determine benefit obligations
| 1. Discount rates | 3.80% | 3.30% | 5.58% | 5.55% | 9.75% | 11.00% | 6.70% | 6.90% | 5.20% | N/A | N/A |
| 2. Duration used to set the discount rate (years) | N/A | N/A | 12.00 | 13.00 | 8.79 | 9.09 | 8.89 | 8.87 | 10.00 | N/A | N/A |
| 3. Rate of salary increase | 0.00% | - | N/A | N/A | 4.50% | 4.50% | 10.00% | 10.00% | 2.50% | N/A | N/A |
| 4. Pension increase rate | 0.00% | 0.00% | 2.90% | 3.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | N/A | N/A |
| 5. Rate of price inflation | 1.75% | 1.80% | 3.00% | 3.20% | 3.50% | 3.50% | 0.00% | 0.00% | 2.50% | N/A | N/A |
Weighted-average assumptions to determine defined benefit cost
| 1. Discount rates | 3.30% | 3.40% | 5.55% | 4.80% | 11.00% | 9.25% | 6.90% | 7.30% | 5.90% | N/A | N/A |
| 2. Rate of salary increase | 0.00% | 0.00% | N/A | N/A | 4.50% | 4.50% | 10.00% | 10.00% | 2.70% | N/A | N/A |
| 3. Pension increase rate | 0.00% | 0.00% | 3.00% | 3.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | N/A | N/A |
| 4. Rate of price inflation | 1.80% | 2.00% | 3.20% | 3.20% | 3.50% | 3.50% | 0.00% | 0.00% | 0.00% | N/A | N/A |
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(euro thousand)
| Unfunded plan (employees’ leaving entitlement) | Funded Plan (AP Racing Plan) | Brembo México Plan | Brembo India Plan | Brembo Poland Plan | Other plans (*) | |
|---|---|---|---|---|---|---|
| 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 |
K. Sensitivity analysis
| Present value of defined benefit obligation | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Discount rate -25 basis points | 11,991 | 12,482 | 23,621 | 24,757 | 4,262 | 3,472 | 2,855 | 2,724 | 3,528 | N/A | N/A | N/A |
| Discount rate +25 basis points | 11,498 | 11,807 | 22,325 | 23,341 | 4,083 | 3,422 | 2,763 | 2,639 | 3,447 | N/A | N/A | N/A |
| Rate of salary increase -25 basis points | 11,741 | 12,139 | 22,958 | 24,031 | 4,088 | 3,379 | 2,770 | 2,645 | 3,446 | N/A | N/A | N/A |
| Rate of salary increase +25 basis points | 11,741 | 12,139 | 22,958 | 24,031 | 4,257 | 3,514 | 2,848 | 2,717 | 3,528 | N/A | N/A | N/A |
| % impact on the defined benefit obligation | ||||||||||||
| Discount rate -25 basis points | 2.13% | 2.82% | 2.89% | 3.02% | 2.18% | 0.76% | 1.68% | 1.62% | 1.18% | 0.00% | 0.00% | 0.00% |
| Discount rate +25 basis points | -2.07% | -2.74% | -2.76% | -2.87% | -2.11% | -0.69% | -1.63% | -1.57% | -1.15% | 0.00% | 0.00% | 0.00% |
| Rate of salary increase -25 basis points | 0.00% | 0.00% | 0.00% | 0.00% | -2.00% | -1.94% | -1.37% | -1.32% | -1.17% | 0.00% | 0.00% | 0.00% |
| Rate of salary increase +25 basis points | 0.00% | 0.00% | 0.00% | 0.00% | 2.06% | 2.00% | 1.40% | 1.35% | 1.20% | 0.00% | 0.00% | 0.00% |
| Change in defined benefit obligation | ||||||||||||
| Discount rate -25 basis points | 250 | 342 | 664 | 726 | 91 | 26 | 47 | 43 | 41 | N/A | N/A | N/A |
| Discount rate +25 basis points | (243) | (332) | (633) | (690) | (88) | (24) | (46) | (42) | (40) | N/A | N/A | N/A |
| Rate of salary increase -25 basis points | 0 | 0 | 0 | 0 | (84) | (67) | (38) | (35) | (41) | N/A | N/A | N/A |
| Rate of salary increase +25 basis points | 0 | 0 | 0 | 0 | 86 | 69 | 39 | 36 | 42 | N/A | N/A | N/A |
| Duration of defined benefit obligation (in years) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted average duration of defined benefit obligation (in years) | 8.71 | 22.17 | 12.00 | 13.00 | 9.42 | 9.09 | 9.77 | 9.32 | 4.88 | N/A | N/A | N/A |
() Brembo Japan, Brembo Poland Manufacturing, Brembo Thailand and Öhlins Asia plans.
(*) Recognition in accordance with IAS 19 from 1 January 2025. By applying a uniform change in the discount rate by +/-25 basis points, the consolidated liabilities would have been respectively lower/higher by approximately €1.07 million compared to the base liabilities value of €45.2 million. The average duration of the plans is 10.22 years.
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17. Trade Payables
At 31 December 2025, trade payables were as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Trade payables | 642,296 | 683,402 |
| Payables to associates and joint ventures | 16,553 | 14,172 |
| Total | 658,849 | 697,574 |
The value at 31 December 2025 includes €9,116 thousand related to the consolidation of initial Öhlins data into the Group. In order to extend payment terms by an additional 90 days, the company Brembo Huilian (Langfang) Brake Systems Co. Ltd. has issued and provided Acceptance Drafts (BADs) to some suppliers, for an outstanding value (i.e., issued and not yet due) for around €20 million at 31 December 2025. Considering the commercial nature of these debts (supply of goods or services), even after the issuance of BADs, they continued to be classified into trade payables.
18. Tax payables
This item reflects the net amount due for the current taxes of the Group’s companies.
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Tax payables | 15,467 | 11,719 |
19. Contract Liabilities and Other Current Payables
At 31 December 2025, this item was broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Tax payables other than current tax | 17,268 | 15,607 |
| Social security payables | 29,217 | 30,288 |
| Payables to employees | 84,943 | 79,227 |
| Contract liabilities | 91,615 | 80,347 |
| Other payables | 51,731 | 41,454 |
| Total | 274,774 | 246,923 |
Item “Contract liabilities” refers to grants received by customers towards development activities suspended until the conclusion of the development activity and then recognized over the useful lives of the products to which the grants refer.
Consolidated Statement of Income
20.Revenue from Contracts with Customers
The item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Revenue from sales of brake systems | 3,651,395 | 3,773,756 |
| Revenue from equipment | 25,134 | 32,332 |
| Revenue from study and design activities | 25,499 | 33,700 |
| Revenue from royalties | 671 | 855 |
| Total | 3,702,699 | 3,840,643 |
The breakdown of Group sales by geographical area of destination and by application is provided in the Directors’ Report.
21. Other Revenues and Income
This item is made up of: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Miscellaneous recharges | 11,701 | 7,178 |
| Gains on disposal of assets | 1,515 | 2,491 |
| Miscellaneous grants | 25,164 | 27,853 |
| Other revenues | 7,822 | 10,404 |
| Total | 46,202 | 47,926 |
The item “Miscellaneous grants” refers to subsidies for personnel training, lay offs, research and development projects and the purchase of new capital goods. Moreover, in 2025 the Group recognized €18,612 thousand for grants relating to electricity and environment.
22. Costs for Capitalized Internal Works
This item refers to the capitalization of development costs incurred during the year, amounting to €35,391 thousand (2024: €31,497 thousand).
23. Cost of Raw Materials, Consumables and Goods
The item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Purchase of raw materials, semi-finished and finished products | 1,488,968 | 1,580,922 |
| Purchase of consumables | 161,212 | 177,523 |
| Total | 1,650,180 | 1,758,445 |
24. Income (Expense) from Non-Financial Investments
Income (expense) from non-financial investments amounted to €8,933 thousand and was attributable to the effects of valuing the investment in the BSCCB Group and in the company Shandong BRGP Friction Technology Co. Ltd. using the equity method (2024: €16,253 thousand).
2025 Brembo Annual Report 235
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
25. Other Operating Costs
These costs are broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Transports | 92,463 | 98,337 |
| Maintenance, repairs and utilities | 246,582 | 259,577 |
| Contracted work | 151,727 | 158,437 |
| Leases | 48,492 | 47,948 |
| Other operating costs | 224,930 | 222,972 |
| Total | 764,194 | 787,271 |
Item “Other operating costs” mainly includes the costs of travels, quality-related costs and insurance costs, as well as fees for legal, technical and commercial consulting.
26. Personnel Expenses
Breakdown of personnel expenses is as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Wages and salaries | 548,176 | 509,332 |
| Social security contributions | 122,212 | 112,917 |
| Employees' leaving entitlement and other personnel provisions | 22,542 | 18,582 |
| Other costs | 73,794 | 88,716 |
| Total | 766,724 | 729,547 |
Item “Other costs” refers for €37,944 thousand (€55,703 thousand in 2024) to the cost of the agency workers incurred by the Group.
The average number and the year-end number of Group employees by category were as follows:
| Managers | White-collars | Blue-collars | Total | |
|---|---|---|---|---|
| 2025: average | 194 | 4,668 | 9,952 | 14,814 |
| 2024: average | 174 | 4,276 | 9,764 | 14,214 |
| Changes | 20 | 392 | 188 | 600 |
| Total at 31.12.2025 | 188 | 4,643 | 9,908 | 14,739 |
| Total at 31.12.2024 | 184 | 4,352 | 9,812 | 14,348 |
| Changes | 4 | 291 | 96 | 391 |
The number of agency workers at 31 December 2025 was 1,136 (1,113 at 31 December 2024).
Please note that no employees work at companies with registered offices in the Netherlands, as the Group’s actual and operating headquarter continues to be located in Italy.
27. Depreciation, Amortization and Impairment Losses
The item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Amortization of intangible assets: | ||
| Development costs | 21,796 | 24,928 |
| Industrial patents and similar rights for original work | 2,414 | 1,553 |
| Licenses, trademarks and similar rights | 841 | 815 |
| Other intangible assets | 23,632 | 11,367 |
| Total | 48,683 | 38,663 |
| Depreciation of property, plant and equipment: | ||
| Buildings | 24,100 | 22,327 |
| Plant and machinery | 142,247 | 146,684 |
| Industrial and commercial equipment | 25,483 | 22,825 |
| Other assets | 7,882 | 6,953 |
| Right of use assets | 26,120 | 25,882 |
| Total | 225,832 | 224,671 |
| Impairment losses: | ||
| Property, plant and equipment | 816 | 1,861 |
| Intangible assets | 344 | 2,528 |
| Total | 1,160 | 4,389 |
| Total amortization, depreciation and impairment losses | 275,675 | 267,723 |
The change of the value of “Other intangible assets” is due for €10,028 thousand to the amortization of the customer relationships and technology arising form the purchase price allocation process related to the acquisition of Öhlins.
28. Net Interest Income (Expense)
This item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Total interest income | ||
| Exchange rate gains | 228,344 | 294,896 |
| Interests income from employee's entitlement indemnity and other personnel provisions | 1,400 | 1,339 |
| Interest income | 16,927 | 23,549 |
| Total interest income | 246,671 | 319,784 |
| Total interest expense | ||
| Exchange rate losses | (233,418) | (307,404) |
| Interests expense from employee's leaving entitlement and other personnel provisions | (2,345) | (2,102) |
| Lease interest expense | (6,299) | (5,155) |
| Interest expense | (44,377) | (43,696) |
| Total interest expense | (286,439) | (358,357) |
| Total net interest income (expense) | (39,768) | (38,573) |
Items “Exchange rate gains” and “Exchange rate losses” include the effects of the management of foreign exchange hedges undertaken through forward contracts for a positive amount of € 4,842 thousand. For contracts of this type, the Company does not opt to apply hedge accounting pursuant to IFRS 9 since there is no formal designation of the hedged item and hedging instrument, in the belief that the representation of the impact of the strategy for hedging this risk on the Statement of Income and Statement of Financial Position is nonetheless assured. Net exchange differences as at 31 December 2025, amounting to a negative €5,074 thousand (negative for €12,508 thousand at 31 December 2024), relate mainly to the effect of translation into local currency of accounts receivable and payable in foreign currencies included in the financial statements of foreign subsidiaries.
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
29. Interest Income (Expense) from Investments
Net interest expense from investments (excluding non-financial investments described in Note 24) amounted to €1,076 thousand (income for €11,131 thousand in 2024), and was attributable to the effects of valuing investments in associates using the equity method.
30. Taxes
This item is broken down as follows: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Current taxes | 78,405 | 105,048 |
| Deferred taxes (assets) and liabilities | (339) | (10,519) |
| Prior years' taxes and other tax payables | 3,448 | 5,041 |
| Total | 81,514 | 99,570 |
The following is a reconciliation of theoretical and actual tax burden: (euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Theoretical income taxes | 69,515 | 85,161 |
| Prior years’ taxes | 29 | 942 |
| Other differences | 7,262 | 34,822 |
| Tax incentive effects | (5,018) | (5,660) |
| Unallocated DTA effect | (885) | (170) |
| DTA adjustment effect | 5,822 | (21,843) |
| Current and deferred taxes (excluding IRAP) | 76,725 | 93,252 |
| Current and deferred IRAP | 4,789 | 6,318 |
| Total | 81,514 | 99,570 |
The Group’s effective tax rate is 27.6%, compared with a theoretical tax rate of 25.1% (at 31 December 2024: actual tax rate was 27.2%; theoretical tax rate was 25.0%).
31. Earnings Per Share
Basic earnings per share were €0.66 at 31 December 2025 (€0.82 at 31 December 2024), and were calculated by dividing the net income or loss for the year attributable to holders of ordinary equity instruments of the Parent by the weighted average number of ordinary shares outstanding in 2025, amounting to 318,566,932 (2024: 319,230,990). Diluted earnings per share are identical to basic earnings per share inasmuch as no diluting transactions were undertaken.
32 Statement of Comprehensive Income
The Statement of Comprehensive Income includes: the fair value measurement of the interests in other companies, net of the tax effect, negative for €821 thousand (positive for €4,729 thousand in 2024); the fair value measurement of derivatives, net of the tax effect, negative for €27,222 thousand (positive for €4,113 thousand in 2024); the actuarial value on defined benefit plans, net of the tax effect, negative for €673 thousand (positive for €542 thousand in 2024); the change in the translation adjustment reserve negative for €82,077 thousand (positive for €51,408 thousand in 2024).
2025 Brembo Annual Report 237
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
Half a century of wins, and many more ahead.
2025 Brembo Annual Report 5.3 Financial Statements of Brembo N.V. at 31 December 2025
5.3.1 STATEMENT OF FINANCIAL POSITION OF BREMBO N.V.
Assets (euro thousand)
| Notes | 31.12.2025 | 31.12.2024 | Change |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1 | 345,675 | 278,072 |
| Right-of-use assets | 1 | 19,485 | 91,536 |
| Development costs | 2 | 101,855 | 91,160 |
| Goodwill | 2 | 220 | 0 |
| Other intangible assets | 2 | 43,560 | 38,982 |
| Shareholdings | 3 | 939,195 | 527,140 |
| Investments in other companies | 4 | 3,671 | 3,641 |
| Financial derivatives | 4 | 3,104 | 4,565 |
| Other non-current financial assets | 4 | 163,872 | 69 |
| Receivables and other non-current assets | 5 | 3,664 | 4,769 |
| Deferred tax assets | 6 | 13,801 | 21,378 |
| TOTAL NON-CURRENT ASSETS | 1,638,102 | 1,061,312 | |
| CURRENT ASSETS | |||
| Inventories | 7 | 196,507 | 198,329 |
| Trade receivables | 8 | 260,627 | 286,734 |
| Other receivables and current assets | 9 | 53,259 | 42,038 |
| Financial derivatives | 10 | 3,781 | 23,985 |
| Other current financial assets | 10 | 85,247 | 243,097 |
| Cash and cash equivalents | 11 | 292,689 | 604,748 |
| TOTAL CURRENT ASSETS | 892,110 | 1,398,931 | |
| TOTAL ASSETS | 2,530,212 | 2,460,243 |
Equity and liabilities (euro thousand)
| Notes | 31.12.2025 | 31.12.2024 | Change |
|---|---|---|---|
| EQUITY | |||
| Issued share capital | 12 | ||
| 8,822 7,007 1,815 Share premium 12 26,650 26,650 0 Legal reserve 12 119,912 130,297 (10,385) Treasury shares 12 (96,957) (90,425) (6,532) Statutory reserve 12 25,906 27,721 (1,815) Other reserve and retained earnings/(losses) 12 762,120 705,570 56,550 Net result for the period 12 102,634 163,752 (61,118) TOTAL EQUITY 949,087 970,572 (21,485) NON-CURRENT LIABILITIES Non-current payables to banks 13 649,499 574,236 75,263 Long-term lease liabilities 13 16,977 18,337 (1,360) Financial derivatives 13 0 302 (302) Other non-current financial payables 13 130 131 (1) Other non-current liabilities 14 509 0 509 Non-current provisions 15 4,034 6,355 (2,321) Employee benefits 16 18,211 38,255 (20,044) TOTAL NON-CURRENT LIABILITIES 689,360 637,616 51,744 CURRENT LIABILITIES Current payables to banks 13 295,610 164,717 130,893 Short-term lease liabilities 13 3,589 77,000 (73,411) Financial derivatives 13 440 1,607 (1,167) Other current financial payables 13 175,208 194,917 (19,709) Trade payables 17 239,087 246,879 (7,792) Current provisions 15 2,569 5,264 (2,695) Contract liabilities 18 90,644 79,530 11,114 Other current liabilities 18 84,618 82,141 2,477 TOTAL CURRENT LIABILITIES 891,765 852,055 39,710 TOTAL LIABILITIES 1,581,125 1,489,671 91,454 TOTAL EQUITY AND LIABILITIES 2,530,212 2,460,243 69,969 | |||
| 2025 Brembo Annual Report 239 | |||
| Index | |||
| Letter from the Executive Chairman | |||
| Sustainability Statement | |||
| Corporate Governance | |||
| Financial Statements | |||
| 1. | |||
| 2. | |||
| 3. | |||
| 4. | |||
| 5. | |||
| Directors’ Report | |||
| Corporate Highlights | |||
| Vision and Mission |
5.3.2 Statement of Income of Brembo N.V. (euro thousand)
| Notes | 31.12.2025 | 31.12.2024 | Change |
|---|---|---|---|
| Revenue from contracts with customers | 19 | 1,154,300 | 1,253,764 |
| Other revenues and income | 20 | 80,097 | 75,622 |
| Costs for capitalized internal works | 21 | 28,270 | 24,971 |
| Raw materials, consumables and goods | 22 | (478,490) | (537,187) |
| Other operating costs | 23 | (322,938) | (319,513) |
| Personnel expenses | 24 | (297,390) | (296,831) |
| GROSS OPERATING INCOME | 163,848 | 200,825 | |
| Depreciation, amortization and impairment losses | 25 | (76,917) | (79,271) |
| NET OPERATING INCOME | 86,931 | 121,554 | |
| Interest income | 26 | 41,101 | 52,057 |
| Interest expense | 26 | (54,170) | (57,571) |
| Net interest income (expense) | 26 | (13,069) | (5,514) |
| Interest income (expense) from investments | 27 | 52,552 | 84,511 |
| RESULT BEFORE TAXES | 126,414 | 200,551 | |
| Taxes | 28 | (23,780) | (36,799) |
| NET RESULT FOR THE YEAR | 102,634 | 163,752 |
5.3.3 Statement of Comprehensive Income of Brembo N.V. (euro thousand)
| 31.12.2025 | 31.12.2024 | Change | |
|---|---|---|---|
| NET RESULT FOR THE YEAR | 102,634 | 163,752 | (61,118) |
| Other comprehensive income/(losses) that will not be subsequently reclassified to income/(loss) for the year: | |||
| Effect of actuarial income/(loss) on defined benefit plans | (33) | 34 | (67) |
| Tax effect | 8 | (8) | 16 |
| Fair value measurement of investments | (821) | 3,926 | (4,747) |
| Tax effect | 0 | 803 | (803) |
| Total other comprehensive income/(losses) that will not be subsequently reclassified to income/(loss) for the year | (846) | 4,755 | (5,601) |
| Other comprehensive income/(losses) that will be subsequently reclassified to income/(loss) for the year: | |||
| Effect of hedge accounting (cash flow hedge) of derivatives | (21,858) | 9,441 | (31,299) |
| Tax effect | 778 | 2,202 | (1,424) |
| Total other comprehensive income/(losses) that will be subsequently reclassified to income/(loss) for the year | (21,080) | 11,643 | (32,723) |
| COMPREHENSIVE RESULT FOR THE YEAR | 80,708 | 180,150 | (99,442) |
2025 Brembo Annual Report 240
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.3.4 Statement of Cash Flows of Brembo N.V. (euro thousand)
| Notes | 31.12.2025 | 31.12.2024 | |
|---|---|---|---|
| Cash and cash equivalents at beginning of year | 11 | 603,056 | 231,164 |
| Result before taxes | 126,414 | 200,551 | |
| Depreciation, amortization/impairment losses | 26 | 76,917 | 79,271 |
| Capital gains/losses | (317) | 373 | |
| Write-ups/Write-downs of shareholdings | 28 | (5,001) | (9,644) |
| Financial portion of provisions for payables for personnel | 27 | 374 | 398 |
| Dividend received | 28 | (48,091) | (74,866) |
| Financial income/(expense) | 27 | 8,559 | 2,272 |
| Other provisions net of utilizations | (4,224) | 7,660 | |
| Cash flows generated by operating activities | 154,631 | 206,015 | |
| Current taxes paid | (22,600) | (48,961) | |
| Uses of long-term provisions for employee benefits | 16 | (27,593) | (795) |
| (Increase) reduction in current assets: | |||
| inventories | 4,543 | (3,629) | |
| financial assets | (1,550) | (1,932) | |
| trade receivables and receivables from other Group companies | 31,089 | (19,575) | |
| receivables from others and other assets | 480 | (2,646) | |
| Increase (reduction) in current liabilities: | |||
| trade payables and payables to other Group companies | (7,791) | (39,844) | |
| payables to others and other liabilities | 17,281 | 9,611 | |
| Net cash flows from/(for) operating activities | 148,490 | 98,244 | |
| (euro thousand) | Notes | 31.12.2025 | |
| Investments in: | |||
| intangible assets | 2 | (43,324) | (39,144) |
| property, plant and equipment | 1 | (44,374) | (48,008) |
| financial assets (investments) | (407,905) | (34,612) | |
| Price for disposal, or reimbursement value, of fixed tangible and intangible assets | 970 | 1,006 | |
| Price for disposal, or reimbursement value, of investments | 4 | 0 | |
| Interest received | 25,125 | 37,056 | |
| Dividend received | 28 | 48,091 | 74,866 |
| Net cash flows from/(for) investing activities | (421,417) | ||
| Dividends paid in the year | (95,661) | ||
| Loans to Group companies and amounts payable to companies participating in the centralized treasury system | 10-13 | (25,551) | 49,539 |
| Change in fair value valuation of derivatives | (1,661) | 4,685 | |
| Payment of lease liabilities | (78,201) | (9,343) | |
| Acquisition of own shares | 12 | (6,532) | (57,456) |
| Interest paid | 11 | (38,056) | (41,928) |
| Loans and financing granted by banks and other financial institutions in the year | 13 | 260,179 | 250,000 |
| Repayment of long-term loans and other liabilities | (162,772) | (100,258) | |
| Net cash flows from/(for) financing activities | (148,255) | ||
| Total cash flows | (421,182) | ||
| Cash and cash equivalents at end of year | 11 | 181,874 | 603,056 |
2025 Brembo Annual Report 241
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.3.5 Statement of Changes in Equity of Brembo N.V. (euro thousand)
| Notes | Issued share capital | Share premium | Legal reserves | Treasury shares | Statutory reserve | Other reserves and retained earnings (losses) | Net result for the year | Equity Development costs | Revaluation reserve | Hedge reserve | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2024 | 12 | 34,728 | 26,650 | 0 | 13,369 | 14,125 | (90,425) | 0 | 748,371 | 139,265 | 886,083 | |
| Allocation of profit for the previous year | 43,604 | (43,604) | 0 | |||||||||
| Payment of dividends | (95,661) | (95,661) | ||||||||||
| Reduction of Share capital due to relocation | (27,721) | 27,721 | 0 | 0 | ||||||||
| Reclassification due to relocation | 91,160 | (91,160) | 0 | 0 | ||||||||
| Components of comprehensive income: | ||||||||||||
| Effect of actuarial income/(loss) on defined benefit plans | 16 | 26 | 26 | |||||||||
| Effect of hedge accounting (cash flow hedge) of derivatives | 13 | 11,643 | ||||||||||
| Fair value measurement of investments | 4 | 4,729 | 4,729 | |||||||||
| Net result for the year | 163,752 | 163,752 | 163,752 | |||||||||
| Balance at 31 December 2024 | 12 | 7,007 | 26,650 | 91,160 | 13,369 | 25,768 | (90,425) | 27,721 | 705,570 | 163,752 | 970,572 | |
| Balance at 1 January 2025 | 12 | 7,007 | 26,650 | 91,160 | 13,369 | 25,768 | (90,425) | 27,721 | 705,570 | 163,752 | 970,572 | |
| Allocation of profit for the previous year | 68,091 | (68,091) | 0 | 0 | ||||||||
| Payment of dividends | (95,661) | (95,661) | ||||||||||
| Other changes | 1,815 | 10,696 | (1,815) | (10,696) | 0 | 0 | ||||||
| Buy-back of own shares | (6,532) | (6,532) | ||||||||||
| Rounding | (1) | 1 | 0 | |||||||||
| Components of comprehensive income: | ||||||||||||
| Effect of actuarial income/(loss) on defined benefit plans | 16 | (25) | (25) | |||||||||
| Effect of hedge accounting (cash flow hedge) of derivatives | 13 | (21,080) | ||||||||||
| Fair value measurement of investments | 4 | (821) | (821) | |||||||||
| Net result for the year | 102,634 | 102,634 | 102,634 | |||||||||
| Balance at 31 December 2025 | 12 | 8,822 | 26,650 | 101,856 | 13,369 | 4,687 | (96,957) | 25,906 | 762,120 | 102,634 | 949,087 |
2025 Brembo Annual Report 242
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.4 Explanatory Notes to the Separate Financial Statements at 31 December 2025
BREMBO’S ACTIVITIES
Brembo N.V. (hereafter also the “Parent”) is a company listed in Euronext Milan, Italy, having its statutory seat in The Netherlands and enrolled in the Chamber of Commerce — KVK — of Amsterdam (No. 93710054), with its headquarters and tax residence at Via Stezzano 87, 24126 Bergamo, Italy (VAT Code 00222620163). Brembo N.V. ultimate controlling party is Nuova FourB S.r.l., which holds 81.08% of its voting rights. In the vehicle industry components sector, Brembo N.V. is active in the research, design, production, assembly and sale of high-performing braking systems, wheels and light alloy and metal casting, in addition to mechanical processes in general. The extensive product range consists of brake calipers and pads, brake discs, wheel-side modules, complete braking systems with integrated engineering services, supporting the development of the new models offered to customers. Brembo’s products and services are used in the automotive industry, for light commercial and heavy industrial vehicles, Motorcycles and racing competitions. Brembo N.V.’s production is currently performed in Italy, in the plants of Curno, Mapello and Stezzano.
5.4.1 FORM AND CONTENT OF THE SEPARATE FINANCIAL STATEMENTS
INTRODUCTION
The Separate Financial Statements of Brembo N.V. at 31 December 2025 were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and ratified by the European Union (IFRS-EU), and with Part 9 of Book 2 of the Dutch Civil Code. These include all the international accounting standards (IAS) and interpretations of the International Financial Reporting Standards Interpretation Committee (IFRIC).
```The Financial Statements include the Statement of Financial Position, the Statement of Income, the Statement of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity, and these Explanatory Notes, in accordance with IFRS requirements. The Company has prepared the financial statements on the assumption that it will continue as a going concern, in the belief that there is no material uncertainty that might give rise to significant doubt with regard to this assumption. The Directors believe that there is a reasonable expectation that the Company possesses adequate resources to continue to operate in the near future. The financial statements are prepared by the Board of Directors and authorized for issue on 18 March 2026 and will be submitted for adoption to the Annual General Meeting of Shareholders of 29 April 2026.
BASIS OF PREPARATION AND PRESENTATION
The Financial Statements have been prepared in accordance with the general principle of providing a true and fair presentation of the Company’s assets and liabilities, financial position, statement of income results and cash flows, based on the following general assumptions: going concern, accrual accounting, consistency of presentation, materiality and aggregation, prohibition of offsetting, and comparative information. The Financial Statements of the Company are presented in euro; all amounts are rounded to the nearest thousand unless otherwise indicated, and provide comparison figures for the previous year.
The Company made the following choices in relation to the presentation of the Financial Statements: for the Statement of Financial Position, there is separate disclosure of the current and non-current assets and the current and non-current liabilities. Current assets, which include cash and cash equivalents, are those assets which will be realized, sold or consumed within the Company’s normal operating cycle. Current liabilities are obligations that will be liquidated within the Company’s normal operating cycle or within 12 months of the close of the accounting period; in the Statement of Income, expense and income items are stated based on their nature; the Statement of Comprehensive Income has been reported in a separate statement; for the Statement of Cash Flows, the indirect method was used, as indicated in IAS 7.
DISCRETIONARY VALUATIONS AND SIGNIFICANT ACCOUNTING ESTIMATES
Preparing financial statements in compliance with the applicable accounting standards requires management to make estimates that may have a significant effect on the items reported in the accounts. Estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the current circumstances and given the information available at the reporting date. Actual results may differ from these estimates. Estimates and associated assumptions are reviewed on an ongoing basis. Revisions of estimates are recognized in the period in which such estimates are revized. Management’s decisions that have a significant impact on the financial statements and estimates, and have a significant risk of material adjustments to the book value of assets and liabilities in the next accounting period, are discussed in the notes to the individual financial statement entries. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
Capitalization of development costs
The initial capitalization is based on management’s judgement about the technical and economic feasibility of the project, usually when the project has reached a certain phase of the development plan. When assessing the recoverability of development costs, recoverable amount is estimated on the basis of the future cash flows expected from the project, the applicable discount rates and the period in which expected benefits will be generated. Further information is given in Note 2 of these Explanatory Notes.
2025 Brembo Annual Report 243
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
Taxes
Taxes
The Financial Statements include deferred tax assets associated with the recognition of tax losses or tax credits that may be used in subsequent years and income components that are tax-deductible on a deferred basis, resulting in an amount the future recovery of which is deemed highly probable by company management. The recoverability of such deferred tax assets is conditional on earning future taxable income sufficient to offset such tax losses and for the use of the benefits of other deferred tax assets. Significant management’s judgement is required in assessing the probability of the recoverability of deferred tax assets, taking into account all possible negative and positive evidence, and in determining the amount that may be recognized on the basis of the timing and amount of future taxable income, future tax planning strategies and the tax rates in effect when the differences will be reversed. Deferred tax liabilities for taxes on non-distributed profits of subsidiaries, associates or joint ventures are not recognized to the extent that it is considered probable that they will not be distributed in the foreseeable future. The wide range of international commercial relations, the long-term nature and the complexity of current contractual agreements, any differences between actual results and formulated hypothesis, or future changes of those assumptions, may require future adjustments to previously recognized income taxes and expenses. If it should be concluded that the Group is no longer able to recover in future years part or all of the deferred tax assets recognized, the consequent adjustment will be taken to the Statement of Income in the year in which this occurs. The recoverability of deferred tax assets is reviewed at the end of each period. Deferred tax assets not recognized in the financial statements are reassessed at each reporting date to verify the conditions for recognising them. Further information is given in Note 6 of these Explanatory Notes.
Impairment of non-financial assets
The recoverable amounts of such assets have been verified in accordance with the criteria laid down in IAS 36. When determining their recoverable amount, the Company generally applies the criterion of value in use, defined as the present value of the future cash flows expected from the assets being assessed. An impairment loss occurs when the carrying amount of an asset or a cash-generating unit exceeds its recoverable amount, which is the greater of fair value less costs to sell and its value in use. Recoverable amount is highly dependant on the discount rate used in the discounted cash flow model (which reflects the current market assessments of the time value of money and the risks specific to the asset in question), the expected future cash flows and the growth rate used for extrapolation. The expected future cash flows used to determine value in use are based on the most recent financial plan approved by management, containing projected volumes, revenues, operating costs and investments.
Defined benefit plan
The cost of defined benefit pension plans and the present value of the defined benefit obligation are determined according to an actuarial assessment. Costs and liabilities associated with such plans are calculated based on estimates prepared by actuarial consultants, who use a combination of statistical and actuarial factors, including statistical data concerning previous years and projections of future costs. In addition, the components of estimation also include mortality and retirement rates, assumptions regarding the future evolution of discount rates, salary growth rates and inflation rates. These estimates may differ substantially from actual results due to the development of economic and market conditions, increases or decreases in retirement rates and the life expectancy of participants. Due to the complexity of the assessment and its long-term nature, such estimates are extremely sensitive to changes in assumptions. All assumptions are therefore reviewed annually. Further information is given in Note 16 of these Explanatory Notes.
Fair value measurement of financial instruments
The determination of the fair value of financial instruments is a structured process involving the use of complex valuation methodologies and techniques and the collection of up-to-date information from the markets of reference and/or the use of internal input data. The fair value of financial instruments is calculated on the basis of market prices, where available, or, for unlisted financial instruments, by applying specific valuation techniques based on the discounting of future cash flows. As with other estimates, the determination of fair value, while based on the best available information and the adoption of adequate valuation methodologies and techniques, is intrinsically characterized by elements of uncertainty and the use of professional judgement, which could result in projected values that differ from actual results.
Climate Change
A worldwide process of decarbonization and electrification of the global economy is in progress. In accordance with the requirements of the Paris Agreement, this process is crucial to achieving the net zero goal, which should prevent the severe consequences of an increase in temperatures of over 1.5°C.To this end, and as illustrated in greater detail in the Sustainability Statement, the Company has set its own strategic guidelines, which lay down: a process aimed at reducing to zero by 2040 the $\text{CO}_2$ emissions classified as Scope 1 and 2 (direct and indirect emissions generated by its activities) and Scope 3 (emissions generated by the value chain); the development of solutions that facilitate the emission reduction, increasing vehicles’ overall efficiency.
Within this framework, IAS 1 requires that the Notes to the Financial Statements include a disclosure of the entity’s assumptions concerning the future that might entail a significant risk of causing a material adjustment in the subsequent financial year. The consequences in terms of investments, costs and cash flows are taken into consideration when preparing the financial statements, in accordance with the progress of the roadmap of the process (e.g., revision of the useful lives of assets planned to be replaced, adjustment of impairment tests to reflect the impacts on investment flows, etc.). It is possible that in the future the carrying amounts of assets and liabilities in the Company’s financial statements may be subject to various impacts as the strategy for managing climate change continues to evolve. These aspects are monitored through coordination between the various company functions involving a cross-functional work team set up to conduct thorough analyses of the impact of projects aimed at reducing the emissions generated by the production process and value chain. The roadmap to achieving the net zero goal is periodically updated and discussed within the Sustainability Committee to assess specific investment needs, evaluate the impact of external events and update the state of progress.
Pursuant to IAS 36, impairment tests are conducted on the basis of the Company’s Business Plan, which in turn $\text{2025 Brembo Annual Report 244 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission}$ is founded on short-, medium-, and long-term strategic objectives. The cash flows used are therefore drawn from this plan and include both the risks and opportunities associated with climate change (e.g., energy efficiency projects, replacement of energy sources, development of low-emissions products, etc.).
IAS 16 and 38 establish the criteria for capitalising costs. Costs, including those of developing new solutions that reduce consumption, are capitalized when they meet the requirements set by the two standards. The useful lives of property, plant and equipment, along with those of intangible assets, are determined in accordance with the Company’s strategic objectives and Business Plan.
IFRS 13 requires a disclosure of the key assumptions used when assets are measured at fair value and measurement may include various possible scenarios. In addition, specific sensitivity analyses are conducted to take account of the various future scenarios.
On the basis of IAS 37, it is possible that the provisions previously recognized for future events could be realized sooner, with the resulting change in the estimate to be recognized. Climate change, and the ensuing associated legislation, might require the reconsideration of such estimates and recognition of liabilities previously not recognized, for which specific disclosure would be provided.
Despite including considerable investments relating to sustainability objectives in its financial plans, the Company has introduced an additional sensitivity scenario for its flows, designed to reflect its carbon neutrality goals. Accordingly, cash outflows were simulated, both during the explicit period and in the estimate of terminal value, which simulate the cost of neutralizing $\text{CO}_2$ emissions (Scope 1) on the basis of the market values that would be incurred to neutralize them.
Change in accounting standards and disclosures
The valuation and measurement criteria used are based on the IFRS in force as of 31 December 2025 and endorsed by the European Union. In the reporting year, the Company applied a series of amendments to the international accounting standards issued by the IASB that entered into effect on a mandatory basis for accounting periods that begin on or after 1 January 2025. Their adoption had no impact on the information or the amounts indicated in these Financial Statements.
Amendments to IAS 21 – The Effects of Changes in For- eign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023)
These amendments clarify when a currency is considered exchangeable and how to determine the exchange rate when it is not. The amendments also specify the disclosures required when a currency is not exchangeable.
Other standards, interpretations or amendments, endorsed or not yet endorsed, and not yet entered into force at the reporting date, are listed in the following table:
| Description | Endorsed | Expected date of entry into force |
|---|---|---|
| Annual Improvements Volume 11 (issued on 18 July 2024) | YES | 1 January 2026 |
| Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity (issued on 18 December 2024) | YES | 1 January 2026 |
| Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments (issued on 30 May 2024) | YES | 1 January 2026 |
| IFRS 18 - Presentation and Disclosure in Financial Statement (issued on 9 April 2024) | NO | 1 January 2027 |
| IFRS 19 - Subsidiaries without Public Accountability Disclosure (issued on 9 May 2024) | NO | 1 January 2027 |
| Amendments to IAS 21 – The effects of changes in foreign exchange rates: translation to hyperinflationary presentation currency (issued on 13 November 2025) | NO | 1 January 2027 |
| Amendments to IFRS 19 - Subsidiaries without Public Accountability Disclosure (issued on 21 August 2025) | NO | 1 January 2027 |
The Company did not opt for early adoption of new standards, interpretations or amendments that have been issued but have not entered into force yet.
5.4.2 ACCOUNTING STANDARDS AND VALUATION CRITERIA BUSINESS COMBINATIONS AND GOODWILL
Business combinations (established after the date of transition to IFRS) are accounted for using the purchase accounting method envisaged by IFRS 3. The value of the entity included in the business combination is the sum of the fair value of the assets acquired and liabilities assumed, including contingent liabilities. The cost of a business combination is identified as the fair value, at the date control is obtained, of the assets acquired, liabilities assumed and equity instruments issued for the purposes of the combination. That cost is then compared with the fair value of the identifiable assets, liabilities and contingent liabilities upon acquisition. Any positive difference between the cost of the acquisition and the Company’s share of the fair value of the identifiable assets, liabilities and contingent liabilities upon acquisition is recognized as goodwill. Any negative differences are charged directly to the Statement of Income. If the initial cost of a business combination can only be determined provisionally, adjustments to the initial provisional values must be made within twelve months of the acquisition date. Minority interests are recognized on the basis of the fair value of the net assets acquired. If a business combination involves more than one transaction, with successive share purchases, each transaction is treated separately using the cost of the transaction and fair value information on the assets, liabilities and contingent liabilities at the date of each transaction to determine the amount of any differences. When control of a company is obtained through a subsequent share purchase, the previously held interests are accounted for again based on the fair value of identifiable assets, liabilities and contingent liabilities at the date control is acquired. The acquiree measures contingent consideration at fair value at the acquisition date. The change in fair value of contingent consideration classified as an asset or liability, in that it is a financial instrument falling within the scope of IFRS 9, must be recognized in profit or loss or in Other Comprehensive Income. If the contingent consideration is not within the scope of IFRS 9, it is measured in accordance with the relevant IFRS. If the contingent consideration is classified as an equity instrument, its $\text{2025 Brembo Annual Report 245 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission}$ value is not remeasured and its subsequent settlement is recognized in equity. Goodwill is initially recognized at cost, as the difference of the aggregate of the value of the consideration transferred and the amount attributed to minority interests compared to net identifiable assets acquired and liabilities assumed by the Company. If the consideration is lower than the fair value of net assets of the acquired subsidiary, the difference is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any impairment losses. For the purposes of impairment testing, goodwill acquired in a business combination is allocated from the acquisition date to each of the Company’s cash-generating units that is expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree have been assigned to those units. If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal.The goodwill associated with the operation disposed of is measured on the basis of the relative value of the operation disposed of and the portion of the cash-generating unit retained.
EQUITY INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
All equity investments in subsidiaries and associates are accounted based on adjusted historical costs. The positive difference, arising at the time of purchase, between the acquisition cost and the share of the investee’s equity pertaining to the Company at current values is therefore included in the equity investment’s carrying value. Equity investments are tested for impairment where impairment indicators are identified. If there is evidence that such equity investments have become impaired, this is recognized in the Statement of Income as a write-down. If any of the Company’s share of the investee’s impairment losses exceeds the equity investment’s book value, and the Company is obliged or intends to meet such losses, the value of the equity investment is reduced to zero and the exceeding losses amount is recognized as a provision under liabilities. If, at a later date, the impairment ceases to exist or is reduced, the reversal, which must not exceed the cost, is recognized in the Statement of Income. When significant influence over an associate or joint control of a joint venture is lost, the Company measures and recognizes the residual investment at fair value. The difference between the carrying amount of the investment at the date significant influence or joint control is lost and the fair value of the residual investment and consideration received is recognized in profit or loss.
SHAREHOLDINGS IN OTHER COMPANIES
Shareholdings in other companies are classified and measured at fair values through other comprehensive income (OCI), as better described in the section “Financial Instruments – Financial Assets” below.
TRANSACTIONS IN CURRENCIES OTHER THAN THE FUNCTIONAL CURRENCY
Transactions in currencies other than the functional currency are initially converted into the functional currency using the exchange rate prevailing at the date of the transaction. At the closing date of the accounting period, monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the exchange rate prevailing at that date. Exchange differences arising from such translation are recognized in the Statement of Income. Non-monetary assets and liabilities denominated in currencies other than the functional currency that are carried at cost are translated using the exchange rate prevailing at the transaction date, while those carried at fair value are translated using the exchange rate prevailing on the date the fair value is determined.
PROPERTY, PLANT, EQUIPMENT AND right of use assets
Recognition and measurement
Property, plant, equipment and other equipment are recognized at cost, net of the related accumulated depreciation and any impairment loss. The cost includes the purchase or production price and direct costs incurred for bringing the asset to the location and in the conditions necessary for it to be capable of being operated; interest expense is also included, where applicable under IAS 23. Subsequent to initial recognition, the asset continues to be carried at cost and depreciated based on its useful life net of any impairment in value, taking into account any residual value. Land, including land linked to buildings, is recognized separately and is not depreciated since it is regarded as having an indefinite useful life.
Subsequent costs
Costs for improvements and transformations that increase the value of assets (i.e., they result in probable future economic rewards that can be reliably measured) are recognized in the assets section of the Statements of Financial Position as increases in the reference assets or as separate assets. Costs are recognized in the year in which they are incurred, where they relate to maintenance or repair and do not lead to any significant and measurable increase in productive capacity or in the useful life of the relevant asset.
Depreciation
Depreciation represents the economic and technical loss of value of the asset and is charged from when the asset is available for use; it is calculated using the straight-line method based on the rate considered representative of the estimated useful life of the asset. The range of expected useful lives of property, plant and equipment used for calculating depreciation is reported below:
| Category | Useful life |
|---|---|
| Land | Indefinite |
| Buildings | 10-35 years |
| Plant and machinery | 5-10 years |
| Industrial and commercial equipment | 2.5-10 years |
| Other assets | 4-10 years |
The residual values, useful lives and depreciation methods applied to property, plant and equipment are reviewed at the end of each year and prospectively corrected, where appropriate. Useful lives are unchanged compared to the previous year.
Leases
IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. It requires lessees to recognize all lease contracts in the financial statements on the basis of a single accounting model similar to that used to recognize finance leases that were governed by IAS 17. The lessee recognizes a liability for payments of rental fees specified in the lease contract and an asset representing the right to use the underlying 2025 Brembo Annual Report 246 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission asset for the period of the contract. Lessees must recognize separately the interest paid on the lease liability and depreciation of the right to use the asset. Lessees must also re-measure the lease liability when certain events happen (e.g., a change in lease contract conditions, a change in future lease payments caused by a change in an index or rate used to determine those payments). The lessee generally recognizes the re-measured amount of the lease liability as an adjustment to the right to use the asset.
Leasehold improvements
Improvements to third-party assets that can be considered fixed assets are capitalized to the appropriate asset category and depreciated over the shorter of their useful life or the lease term.
DEVELOPMENT COSTS AND OTHER INTANGIBLE ASSETS
The Company recognizes intangible assets when the following conditions are met: the asset is identifiable, or separable, or can be separated or removed from the entity; the asset is controlled by the Company, meaning that the Company has the power to obtain future economic rewards from the asset; it is probable that the Company will enjoy future rewards attributable to the asset. Intangible assets are initially measured at cost; subsequent to initial recognition, they are carried at cost less amortization, which is calculated using the straight-line method (beginning on the date the assets are available for use) over their useful lives, and net of any impairment losses, taking into account any residual value. The useful life of assets is reviewed periodically. An intangible asset generated in the development phase of an internal project is recognized as asset if the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; the intention to complete the intangible asset and the ability to use or sell it; how the intangible asset will generate probable future economic rewards; the availability of adequate resources to complete the asset; the ability to measure reliably the expenditure attributable to the intangible asset during its development; the ability to use the intangible asset generated. Research costs are recognized in the Statement of Income. Similarly, in the case of externally acquired intangibles that qualify as research and development costs, only the costs attributable to the development phase are recognized as assets, provided that the above requirements are met. Such costs are capitalized under “Development costs” and amortized only when the development phase is concluded and the asset developed generates economic rewards. In the period in which internal development costs that can be capitalized are incurred, these costs are excluded from the Statement of Income item “Increase on internal works capitalized” and recognized in the item “Costs for capitalized internal works”. The range of expected useful lives of intangible fixed assets used for calculating amortization is reported below:
| Category | Useful life |
|---|---|
| Development costs | 3-5 years |
| Goodwill and other fixed assets with indefinite useful lives | Indefinite |
| Industrial patents and similar rights | 5-10 years |
| Other intangible assets | 3-5 years |
The residual values, useful lives and amortization methods applied to intangible assets are reviewed at the end of each year and prospectively corrected, where appropriate. Useful lives are unchanged compared to the previous year.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Property, plant, equipment, other equipment, right of use assets, development costs, other intangible assets and equity investments are tested for impairment whenever there are any indications of impairment. Write-downs correspond to the difference between the carrying value and recoverable value of the assets in question. The recoverable value is the greater of the fair value of an asset or cash-generating unit less the costs of disposal and the value in use, determined as the present value of estimated future cash flows. The value in use is defined as the cash flows expected to arise from the use of an asset, or the sum of the cash flows in the case of more cash-generating units. The expected future cash flows are measured using the unlevered discounted cash flows method and each group of assets is discounted to the present value using the WACC method (weighted average cost of capital).If the recoverable amount is less than the carrying amount, the carrying amount is reduced to the recoverable amount, and, as a general rule, the impairment loss is recorded in the Statement of Income. When the impairment loss of an asset (except for goodwill) is subsequently reversed, the carrying value of the asset (or cash-generating unit) is increased to the new estimate of recoverable value, without exceeding the value prior to write-down.
INVENTORIES
Inventories of raw materials and finished products are stated at the lower of cost of acquisition or market value and the corresponding presumable net realizable value estimated from market trends. The purchase cost includes costs incurred to bring each asset to the place it is stored. Manufacturing costs of finished products and semi-finished goods include direct costs and a portion of indirect costs that can be reasonably attributed to the products based on normal exploitation of the production capacity; interest expense is excluded. Work in progress is valued at production costs for the year, based on the progress report. The cost of inventories of raw materials, finished goods, goods for resale and semi-finished products is calculated using the weighted mean cost method. For raw materials, ancillaries and consumables, the presumable net realizable value corresponds to the replacement cost. For finished products and semi-finished goods, the presumable net realizable value corresponds to the estimated sales price in the ordinary course of business, less the estimated costs of completion and costs to sell. Inventories that are obsolete or characterized by a long turnover period are written down on the basis of their possible useful life or future realizable value, by creating a special provision for inventory adjustment.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash balances, unrestricted deposits and other treasury investments with original maturities of up to three months. A treasury investment is classified among cash and cash equivalents when it is instantly convertible to cash with minimal risk of any fluctuation in value and when it is intended to meet short-term cash requirements and is not held as an investment. For purposes of the Statement of Cash Flows, cash balances are stated net of bank overdrafts at the end of the period.
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PROVISIONS
Provisions include certain or probable costs of a specific nature, the amount or settlement date of which could not be determined at year-end. A provision is recognized when: there is a present obligation (legal or constructive) as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; a reliable estimate can be made of the amount of the obligation. Provisions are recognized at the present value of the expected expenditure required to settle the related obligation. Where the Company expects some or all of the expenditure required to settle a provision to be reimbursed, such as for the case of insured risks, the reimbursement is treated as a separate asset and is recognized when, and only when, it is virtually certain that the reimbursement will be received. In this case, the expense relating to the provision is presented in the Statement of Income net of the amount recognized for the reimbursement. Provisions are periodically updated to reflect changes in cost estimates, timing and present value, if any; revisions to estimates of provisions are recognized under the same item of the Statement of Income under which the original provision was recognized and in the Statement of Income of the period in which the change is made. When provisions are discounted to present value, the change resulting from the passage of time or interest rate fluctuations is recognized under “Net interest income (expense)”. Any provisions for restructuring costs are recognized when the Company has approved a formal detailed plan and communicated it to the parties involved. A provision for costs arising from tax liabilities is recognized when the dispute to which the contingent liability refers is ongoing or likely. Provisions for product warranty costs are recognized when products are sold. Initial recognition is based on historical experience, excluding exceptional events, for which a precise assessment is conducted. The initial estimate of the costs of warranty work is reviewed annually.
EMPLOYEE BENEFITS
The difference between defined contribution plans, wholly unfunded defined benefit plans, wholly or partly funded defined benefit plans and other forms of long-term benefits is reported below.
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Company pays contributions to an insurance company or pension fund and has no legal or constructive obligation to pay further contributions if, when the benefit right matures, the fund does not have sufficient assets to pay all benefits relating to employee service in the current or prior periods. These contributions, which are paid for the services rendered by employees, are recognized in the same accounting period in which the services are rendered.
Defined benefit plans and other long-term benefits
Defined benefit plans are post-employment benefit plans that entail a future obligation for the Company. The company assumes actuarial and investment risks in relation to the plan. To determine the present value of its obligations relating to such plans and the related service costs, Brembo N.V. uses the “Projected Unit Credit Method”. This actuarial calculation method requires the use of unbiased and mutually compatible actuarial assumptions about demographic variables (mortality rate and employee turnover rate) and financial variables (discount rates and future increases in salary and benefits). When a defined benefit plan is wholly or partly funded by contributions paid either into a fund that is legally separate from the company or to an insurance company, any plan assets are measured at fair value. The obligation is therefore stated net of the fair value of the plan assets that will be used to directly meet such obligation. Remeasurements, which include actuarial gains and losses, any changes in the effect of the assets ceiling (excluding net interest) and return on plan assets (excluding net interest) are recognized immediately in the Statement of Financial Position, debiting or crediting retained earnings through Other Comprehensive Income in the period in which they occur. Remeasurements are not reclassified through profit or loss in the following years. Other long-term benefits refer to employee benefits other than post-employment benefits. They are accounted for in the same manner as defined benefit plans.
OWN SHARES
Own shares bought back are recognized at cost and are deducted from equity. No gain or loss is recognized in the Statement of Income on the purchase, sale, or cancellation of the company’s own shares. The difference between the carrying amount and the consideration, in case of reissue, is recognized in the share premium reserve.
GOVERNMENT GRANTS
Government grants are recognized at fair value, when there is reasonable assurance that all necessary conditions attached to them have been satisfied and the grants will be received. Grants received in recognition of specific expenses are recognized as liabilities and credited to the Statement of Income on a systematic basis over the periods necessary to match the grant income with the related expenditure. Grants received for defined assets that are recognized as fixed assets are accounted for as non-current liabilities and credited to the Statement of Income in relation to the period in which depreciation or amortization is charged for the relevant assets.
FAIR VALUE MEASUREMENT
The Company measures financial instruments, such as derivatives, at fair value at the end of each financial period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement assumes a sale of the asset or transfer of the liability taking place: in the principal market for the asset or liability; or in the absence of a principal market, the most advantageous market for the asset or liability. The principal or most advantageous market must be accessible to the Company. Fair value measurement takes into account the characteristics of the asset or liability being measured that market participants would consider when pricing the asset or liability, assuming that market participants act with the aim of best satisfying their economic interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic rewards by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
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The Company uses valuation techniques appropriate to the circumstances and for which sufficient data for fair value measurement are available, thus maximizing the use of significant observable inputs and minimizing the use of unobservable inputs.# All assets and liabilities, the fair value of which has been measured or recognized in the financial statements, are categorized based on the fair value hierarchy, as described below:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 - inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; Level 3 - measurement techniques whereby inputs are unobservable inputs for the asset or liability. The fair value measurement is categorized in its entirety in the hierarchy level of the lowest level input that has been used for the measurement. For assets and liabilities that are measured at fair value on a recurring basis, the Company determines whether shifts have occurred between hierarchy levels and revises the categorization (based on the lowest level input that is significant to the entire fair value measurement) at the end of each financial period.
FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Financial assets are initially recognized at their fair value, plus ancillary costs. Upon initial recognition, financial assets are classified, depending on their nature, in the following categories: financial assets measured at fair value through profit or loss or through other comprehensive income (OCI), loans, receivables and financial assets available for sale.
Loans and receivables (the category of greatest significance for the Company) are non-derivative financial assets, with fixed or determinable payments, that are not quoted in an active market. After initial recognition, such financial assets are measured at amortized cost, using the effective interest rate method, less impairment losses. Amortized cost is calculated by including any discounts, premiums or fees and/or costs, which are an integral part of the effective interest rate. The effective interest rate is recognized as interest income in the Statement of Income. Impairment losses are recognized in the Statement of Income as interest expense. This category normally includes trade and other receivables.
When accounting for financial assets measured at amortized cost, the Company first assesses whether impairment exists for each financial asset that is individually significant, and collectively for financial assets that are not individually significant. The carrying amount of an asset is reduced by recognising a write-down provision, and the amount of the loss is recognized in the Statement of Income. Loans and the associated write-down provisions are derecognized when there is no realistic prospect that they may be recovered in future and the guarantees have been enforced or transferred to the Company. If, in a subsequent year, the amount of an estimated impairment loss increases or decreases because of an event occurring after the impairment is recognized, the previously recognized impairment loss is increased or decreased by adjusting the provision.
Financial assets are classified and measured at fair values through OCI when they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets. Upon the initial recognition of investments in equity instruments, the Company may irrevocably elect to classify its investments as equity instruments measured at fair value through OCI where they meet the definition of an equity instrument pursuant to IAS 32 – Financial Instruments : Presentation and are not held for trading. The classification is determined for each instrument. Gains and losses on such financial assets are never transferred to profit or loss. Dividends are recognized as other income in profit or loss when entitlement to payment is approved, unless the Company benefits from such income as a recovery of part of the cost of the financial asset, in which case the profits are taken to OCI. Equity instruments measured at fair value through OCI are not tested for impairment.
Financial assets are derecognized from the financial statements when the right to receive cash flows ceases, the Company transfers the right to receive cash flows from the asset to a third party, or the Company assumes a contractual obligation to pay them in full and without delay, and: it has transferred substantially all of the risks and rewards of ownership of the financial asset; or it has neither transferred nor retained substantially all of the risks and rewards of the asset, but has transferred control of the asset. Where the Company has transferred the rights to receive the cash flows from an asset, or has entered into a contractual arrangement whereby it retains its contractual right to receive the cash flows from the asset, but assumes a contractual obligation to pay cash flows to one or more beneficiaries (pass-through arrangement), it evaluates the extent to which it has retained the risks and rewards of ownership.
Equity investments in other entities are measured at fair value; when the fair value cannot be reliably determined, equity investments are measured at cost adjusted for impairment.
Financial liabilities
Upon initial recognition, financial liabilities are classified among financial liabilities at fair value through profit or loss, loans and financing or derivatives designated as hedging instruments. All financial liabilities are initially recognized at fair value, in addition to directly attributable transaction costs in the case of loans, financing and payables. The Company’s financial liabilities extend to trade payables and other payables, loans and financing, including account overdrafts, guarantees issued and derivative financial instruments, as well as lease liabilities.
Loans and payables (the category of greatest significance for the Company) are measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the Statement of Income when the liability is extinguished, as well as through the amortization process. Amortized cost is calculated by including the discount or premium of the acquisition, as well as costs and fees, which are an integral part of the effective interest rate. Amortization at the effective interest rate is gradually recognized to profit or loss over the life of the loan.
Financial guarantees issued are contracts that require a payment to reimburse the holder of a debt instrument for a loss incurred by the holder due to default by the debtor on payment at the contractual due date. When the Company issues financial guarantees, the financial guarantee contracts are initially recognized as liabilities at fair value, plus the transaction costs directly attributable to issuing the guarantee. The liability is then measured at the greater of the best estimate of the outlay required to meet the guaranteed obligation at the reporting date and the initially recognized amount, less cumulative amortization.
A financial liability is derecognized when the obligation underlying the liability is extinguished, cancelled or discharged. Where one existing financial liability is replaced by another attributable to the same borrower with substantially different conditions, or the conditions of an existing liability are substantially modified, such exchange or modification is accounted for by derecognizing the original liability and recognising a new liability, with any differences between carrying amounts recognized in the Statement of Income.
Offsetting of financial instruments
A financial asset and a financial liability may be set off against one another, and the net balance presented in the Statement of Financial Position, if there is a legally enforceable right to set off the recognized amounts and the entity intends either to settle on a net basis or realize the asset and settle the liability simultaneously.
Loans, payables and other financial and/or trade liabilities with a fixed or determinable maturity are initially recognized at fair value, net of the transaction costs. After initial recognition, these payables are evaluated using the criterion of amortized cost at the effective interest rate. Long-term debts for which an interest rate is not specified are recognized by discounting future cash flows at market rate, if the increase in payables arises from the passage of time, with subsequent recognition of interest through profit or loss in item “Net interest income (expense)”.
DERIVATIVES
Derivatives, including embedded derivatives separated from their host contracts, are initially recognized at fair value. Derivatives are classified as hedging instruments when the relationship between the derivative and the object of the hedge is formally documented and the degree of coverage, which is periodically checked, is high. When hedging derivatives hedge the risk of changes in the fair values of the hedged instruments, they are recognized at fair value through profit or loss. Accordingly, the hedged instruments are adjusted to reflect changes in fair value associated with the hedged risk. When derivatives hedge the risk of changes in the cash flows of the hedged instruments (cash flow hedges), the hedges are designated on the basis of the exposure to changes in cash flows attributable to risks that may influence profit or loss at a later date. Such risks are generally associated with a recognized asset or liability (such as future payments of variable-rate debt).
2025 Brembo Annual Report 249 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and MissionThe effective portion of the change in the fair value of the part of derivative contracts designated as hedges in accordance with the requirements of IFRS 9 is recognized in the Statement of Comprehensive Income (hedging reserve). That reserve is then released to the profit or loss when the hedged transaction is recognized in the Statement of Income. The ineffective portion of the change in fair value, along with the entire change in the fair value of derivatives not designated as hedges or that do not meet the requirements presented in IFRS 9, is recognized directly in profit or loss. The current and non-current classification of active and passive derivative instruments is carried out considering the maturity of the future financial flows of the derivatives.
REVENUE FROM CONTRACTS WITH CUSTOMERS, OTHER REVENUES AND INCOME
Revenue from contracts with customers is recognized in the Statement of Income for an amount that reflects the consideration to which the entity claims entitlement in exchange for transferring the control of the goods or services to the customer. Revenues are recognized net of sales returns, discounts, allowances and taxes that are directly associated with the sale of the product or provision of the service. Sales of goods and services are recognized at the fair value of the consideration received when the following conditions are met: the control associated with ownership of the good is transferred; the revenue amount can be measured reliably; it is probable that the economic rewards arising from the sale will flow to the Company; the costs incurred or that will be incurred can be measured reliably.
The sale of the brake system is the sole obligation (“at a point in time”), since revenue will be recognized when control of the asset is transferred to the customer, which generally coincides with the moment of delivery. The price, which refers to the sole Performance Obligation identified, resulting from market value and negotiations between the parties. Revenues are recognized net of sales returns, discounts, allowances and taxes that are directly associated with the sale of the product or provision of the service.
The Company supplies equipment sold separately from the brake systems. The equipment sold becomes the full property of the customer and does not have an alternative use, i.e. there are practical limitations — unique design specifications for the customer — that prevent the entity from easily directing the asset to another use in its complete form. There is thus a single performance obligation in the contract whose price coincides with the price of the order and that is satisfied when the customer obtains control of the asset.
The Company recognizes revenue for carrying out development activities of specific brake systems requested by its customers. If the services rendered by the Company regard primary product development and Brembo keep the ownership of the development, the related revenue is suspended from Statement of income, and a “Contract liability” is booked, until the development process is completed; then, the revenue is recognized in the Statement of income over the useful life of the product to which the development activity is related (the time horizon is estimated, on average, of five years). On the other hand, if the ownership of the development is sold to the customer, the revenue is recognized when the control (along with the risks/rewards) is transferred to the customer, i.e., upon invoicing to the customer.
Paragraph 15.B63 identifies the exceptions to the recognition of revenue over time. These exceptions are royalties and sales-based royalties. The exception applies to royalties collected for the licensing of Brembo’s trademark and technology. The proceeds are to be accounted for as revenue at a point in time and thus to be taken to the statement of income in full when they are received. The entity only recognizes revenue from sales- based royalties when the subsequent sale occurs, i.e. when the article produced using the trademark or technology to which the royalties refer is then sold, consequently, the revenue is accounted for in accordance with the principle of economic competence.
INTEREST INCOME/(EXPENSE)
Interest income/expense is recognized after being measured on an accrual basis.
INCOME TAXES
Current tax assets and liabilities are measured as the amount that is expected to be recovered from or paid to 2025 Brembo Annual Report 250 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements 1. 2. 3. 4. 5. Directors’ Report Corporate Highlights Vision and Mission the taxation authorities. The tax rates and laws used to calculate that amount are those enacted, or substantially enacted, at the reporting date in the country in which the Company operates and generates its taxable income. Management periodically assesses the position assumed in the income tax return, where tax laws are subject to interpretation, and recognizes provisions, where appropriate. Any differences between the calculation of taxes in the financial statements and income tax returns or amounts paid or provisioned for direct income tax disputes are presented under the item “Prior years’ taxes and other tax payables”.
Deferred tax assets and liabilities are recognized in order to reflect the temporary differences between the value attributed to an asset/liability for tax purposes and that attributed based on the accounting standards applied at the reporting date. They are measured using the tax rates that are expected to apply in the year when the assets will be realized or the liabilities will be settled, based on tax rates in force or those already enacted or substantially enacted at the reporting date.
Deferred tax assets are recognized for all deductible temporary differences, unused tax credits and unused tax losses eligible to be carried forward, to the extent it is probable that sufficient future taxable income will be available to permit the use of the deductible temporary differences, unused tax credits and unused tax losses carried forward, except for the cases in which: the deferred tax asset related to the deductible temporary differences arises from initial recognition of an asset or liability in a transaction other than a business combination that does not affect accounting or taxable income at the time of the transaction; there are deductible temporary differences related to equity investments in subsidiaries, associates and joint ventures. In this case deferred tax assets are recognized solely to the extent it is probable that they will be reversed in the foreseeable future and there will be sufficient taxable income to permit such temporary differences to be recovered. The carrying amounts of deferred tax assets are reviewed at each reporting date and reduced to the extent it is no longer probable that there will be sufficient future taxable income to permit all or part of the credit concerned to be used. Unrecognized deferred tax assets are reviewed at each reporting date and are recognized to the extent it has become probable that taxable income will be sufficient to permit such deferred tax assets to be recovered.
Deferred tax liabilities are recognized on all taxable temporary differences, with the following exceptions: the deferred tax liabilities arise from the initial recognition of goodwill or an asset or liability in a transaction other than a business combination that does not affect accounting or taxable income at the time of the transaction; reversal of the taxable temporary differences related to equity investments in subsidiaries, associates and joint ventures may be controlled, and it is probable that it will not occur in the foreseeable future.
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Tax balances (current and deferred) attributable to amounts recognized directly in equity are also recognized directly in equity. Current and deferred tax assets and liabilities are offset only when the legal right of offset exists; such amounts are recognized as receivables or payables in the Statement of Financial Position.
The Company has monitored, and continues to monitor, the implementation of the OECD Pillar II in all countries in which the Group operates. Considering the analyses conducted for 2024, the Company has not identified any potential impacts arising from the Global Minimum Tax.
DIVIDENDS
Dividends are recognized when the shareholders’ right to receive payment is established under local law. The Company recognizes a liability to account for the distribution to its shareholders of cash or non-cash assets once the distribution has been appropriately authorized and is no longer at the Company’s discretion. Under current Italian company law, a distribution is authorized when it has been approved by the shareholders. The corresponding amount is recognized directly in equity.
FURTHER INFORMATION
Brembo N.V. is exposed to market, commodity, liquidity and credit risks, all of which are tied to the use of financial instruments. Financial risk management is the responsibility of the central Treasury Department, which, together with the Finance Department, evaluates the Company’s main financial transactions and related hedging policies.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices resulting from shifts in exchange rates, interest rates and equity security prices.
Interest Rate Risk
Interest rate risk refers to variable-rate financial instruments recognized in the Statement of Financial Position (particularly bank loans, other loans, leases, etc.) that are not hedged by financial derivatives.In order to fix the financial burden relating to a part of its debt, Brembo N.V. has entered into fixed-rate financing contracts and interest rate swaps. However, the Company continues to be exposed to interest-rate risk due to the fluctuation of variable rates. A sensitivity analysis is provided below to illustrate the effects of a change in interest rates of +/-50 base points compared to the rates at 31 December 2025 and 31 December 2024, with other variables held constant. The potential impacts were calculated on the variable-rate financial liabilities at 31 December 2025. The aforementioned change in interest rates would result in a higher (or lower) annual net pre-tax expense of approximately €1,623 thousand (€541 thousand at 31 December 2024), gross of the tax effect. The average weekly gross financial debt was used in the calculation.
Exchange Rate Risk
Brembo N.V. deals in international markets with currencies other than the euro and is therefore exposed to exchange rate risk. To mitigate this risk, Brembo N.V. uses natural hedging (offsetting receivables and payables) and hedges only net positions in foreign currency, using mostly short-term financing denominated in the currency to be hedged, in order to offset any unbalances; currency forward contracts are also used to hedge this risk category. Any net positions in foreign currency are not hedged systematically. In detail, they are hedged if net flows are significant enough to warrant doing so; historical and predicted trends for the exchange rates in question are also assessed. The Company is exposed to the following currencies: €/USD, €/SEK, €/PLN, €/JPY, €/GBP, €/CNY, €/CZK, €/CHF. A sensitivity analysis was performed to illustrate the effects on pre-tax result arising on a positive (negative) change in exchange rates. Starting with the exposures at 31 December 2025 and 2024, a percentage change calculated as the standard deviation of the exchange rate with respect to the average exchange rate was applied to the average exchange rates for 2025 and 2024 to measure exchange rate volatility.
(euro thousand)
| | 31.12.2025 | | | 31.12.2024 | |
| :--- | :--- | :--- | :--- | :--- | :--- |
| | Change % | Effect of exchange rate increase | Effect of exchange rate decrease | Change % | Effect of exchange rate increase | Effect of exchange rate decrease |
| EUR/USD | 4.34% | (476.6) | 519.8 | 1.60% | (321.8) | 332.3 |
| EUR/SEK | 1.63% | (9.8) | 10.1 | 1.32% | 10.0 | (10.3) |
| EUR/PLN | 0.81% | (112.5) | 114.3 | 0.76% | 16.3 | (16.5) |
| EUR/JPY | 4.55% | (91.0) | 99.6 | 2.63% | (61.3) | 64.6 |
| EUR/GBP | 1.90% | 12.6 | (13.1) | 1.23% | 6.7 | (6.9) |
| EUR/CNY | 3.55% | (13.5) | 14.5 | 1.09% | 11.7 | (12.0) |
| EUR/CZK | 1.37% | (55.6) | 57.1 | 0.94% | (48.7) | 49.7 |
| EUR/CHF | 0.83% | 8.0 | (8.1) | 1.84% | 6.4 | (6.6) |
Commodity Risk
The Company is exposed to changes in prices of main raw materials and commodities. In 2025, no specific hedging financial transactions were undertaken. It bears however recalling that fixed prices are set in supply contracts with certain commodities suppliers for a given period of time and that the contracts in place with the main customers also provide for automatic periodic indexing on the basis of commodities prices; both these approaches thus mitigate the risk of fluctuations in commodities prices.
Liquidity Risk
Liquidity risk can arise from the inability to obtain the financial resources necessary to guarantee Brembo N.V.’s operation. To mitigate liquidity risk, the Treasury & Credit Management area:
1. constantly assesses financial requirements to ensure the appropriate measures are taken in a timely manner (obtaining additional credit lines, capital increases, etc.);
2. obtains adequate credit lines;
3. ensures the appropriate composition of net financial debt, i.e., investments are financed with medium-to-long-term debt (as well as with equity), and net working capital requirements are financed using short-term credit lines;
4. includes the Company, where feasible, in cash pooling structures to optimize any excess liquidity of participating companies.
The following table provides information on financial liabilities, trade payables, other payables and derivatives broken down by maturity. The maturities are determined based on the period from the reporting date to the expiry of the contractual obligations. The amounts shown in the table reflect undiscounted cash flows and the fair value of existing derivative liabilities. For fixed- and variable-rate financial liabilities, both principal and interest were considered for the different maturity periods; for variable-rate liabilities, the rate at 31 December 2025 plus the relevant spread was used.
(euro thousand)
| | Carrying value | Contractual cash flows | Within 1 year | From 1 to 5 years | Beyond 5 years |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Non-derivative financial liabilities | | | | | |
| Short-term credit lines and bank overdrafts | 110,815 | 110,815 | 110,815 | 0 | 0 |
| Payables to banks (loans and bonds) | 834,294 | 902,677 | 205,624 | 622,726 | 74,327 |
| Payables to other financial institutions | 282 | 300 | 157 | 104 | 39 |
| Finance leases | 20,566 | 20,566 | 3,589 | 9,861 | 7,116 |
| Other financial liabilities | 175,056 | 175,056 | 175,056 | 0 | 0 |
| Trade and other payables | 323,705 | 323,705 | 323,705 | 0 | 0 |
| Derivative financial liabilities | | | | | |
| Derivatives | 440 | 440 | 440 | 0 | 0 |
| Total | 1,465,158 | 1,533,559 | 819,386 | 632,691 | 81,482 |
Some of the Brembo N.V.’s loan agreements require the satisfaction of financial covenants and the obligation to meet certain financial ratio levels at consolidated level. In detail, the following covenant and relevant maximum threshold are to be complied with: Net financial debt/Gross operating income not exceeding 4.5. If the covenant is not met, the financial institutions can request early repayment of the relevant loan. The value of this covenant is monitored at the end of each quarter, and at 31 December 2025 the Company had complied with the covenant in question by a considerable margin. Management believes that currently available lines of credit, apart from the cash flow generated by operating activities will allow Brembo N.V. to meet its financial requirements arising from investing activities, working capital management, and the payment of payables at their natural maturities. In further detail, at 31 December 2025, unused bank credit facilities accounted for 79% (99% in 2024) of total available credit facilities (€520 million at the reporting date; €420 million in 2024).
Credit Risk
Credit risk is the risk that a customer or one of the parties to a financial instrument will cause a financial loss by failing to perform an obligation. Exposure to credit risk for Brembo N.V. arises mainly in relation to trade receivables. Most parties with which Brembo N.V. does business are leading car and motorcycle manufacturers with high credit standings. Brembo N.V. evaluates the creditworthiness of all new customers using assessments from external sources and then assigns a credit limit.
Fair Value Measurement
To complete the disclosure of financial risks, the following information is provided: the fair value hierarchy for the Company’s assets and liabilities:
(euro thousand)
| | 31.12.2025 | | | 31.12.2024 | |
| :--- | :--- | :--- | :--- | :--- | :--- |
| | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 |
| Financial assets measured at fair value through profit or loss: | | | | | | |
| Current derivatives | 0 | 667 | 0 | 0 | 91 | 0 |
| Hedging derivatives: | | | | | | |
| Current derivatives | 0 | 3,114 | 0 | 0 | 23,894 | 0 |
| Non-current derivatives | 0 | 3,104 | 0 | 0 | 4,565 | 0 |
| Total financial assets measured at fair value | 0 | 6,885 | 0 | 0 | 28,550 | 0 |
| Financial liabilities measured at fair value: | | | | | | |
| Current derivatives | 0 | (440) | 0 | 0 | (1,598) | 0 |
| Hedging derivatives: | | | | | | |
| Current derivatives | 0 | 0 | 0 | 0 | (9) | 0 |
| Non-current derivatives | 0 | 0 | 0 | 0 | (302) | 0 |
| Total financial liabilities measured at fair value | 0 | (440) | 0 | 0 | (1,909) | 0 |
| Assets (liabilities) for which fair value is indicated: | | | | | | |
| Current and non-current payables to banks | 0 | (849,809) | 0 | 0 | (756,388) | 0 |
| Current and non-current lease liabilities | 0 | (20,566) | 0 | 0 | (95,337) | 0 |
| Other current and non-current financial liabilities | 0 | (282) | 0 | 0 | (391) | 0 |
| Total assets (liabilities) for which fair value is indicated | 0 | (870,657) | 0 | 0 | (852,116) | 0 |
a reconciliation between the classes of financial assets and liabilities identified in the Company’s Statement of Financial Position and the types of financial assets and liabilities identified based on the requirements of IFRS 7:
(euro thousand)
| | 31.12.2025 | 31.12.2024 |
| :--- | :--- | :--- |
| FINANCIAL ASSET | | |
| Financial assets at fair value through profit or loss | | |
| Current derivatives | 667 | 91 |
| Financial assets at amortized cost | | |
| Other non-current receivables | 167,949 | 3,247 |
| Current trade receivables | 260,627 | 286,734 |
| Other current receivables | 107,853 | 263,887 |
| Cash and cash equivalents | 292,689 | 604,748 |
| Financial assets measured at fair value through other comprehensive income (FVOCI) | | |
| Other financial assets at fair value through other comprehensive income | 93 | 914 |
| Hedging derivatives | | |
| Current derivatives | 3,114 | 23,894 |
| Non-current derivatives | 3,104 | 4,565 |
| Total financial assets | 836,096 | 1,188,080 |
| | | |
| (euro thousand) | 31.12.2025 | 31.12.2024 |
| FINANCIAL LIABILITIES | | |
| Financial liabilities at fair value through profit or loss | | |
| Current derivatives | (440) | (1,598) |
| Financial liabilities measured at amortized cost | | |
| Non-current payables to banks and other financial institutions (excluding lease payables) | (649,629) | (574,367) |
| Other non-current payables | (509) | 0 |
| Current payables to banks and other financial institutions (excluding lease payables) | (295,762) | (164,978) |
| Trade payables | (239,087) | (246,879) |
| Other current payables | (259,674) | (276,799) |
| Lease payables | | |
| Long-term lease liabilities | (16,977) | (18,337) |
| Current lease payables | (3,589) | (77,000) |
| Hedging derivatives | | |
| Non-current derivatives | 0 | (302) |
| Current derivatives | 0 | (9) |
| Total financial liabilities | (1,465,667) | (1,360,269) |
The approach used to calculate fair value is the present value ofthe future cash flows expected to derive from the instrument being measured, determined by discounting the scheduled instalments at a rate equal to the forward rate curve applicable to each account payable. In detail: loans and payables to other lenders with a duration of more than 12 months were measured at fair value determined by applying the forward rates curve to the residual duration of the loan; receivables, trade payables, held-to-maturity financial assets, and payables and receivables to and from banks due within 12 months were measured at their carrying amounts, inasmuch as this is believed to approximate fair values.
RELATED PARTIES
The Company carries out transactions with parents, subsidiaries, associates, joint ventures, directors and key management personnel. The Parent Brembo N.V. is a subsidiary of Nuova FourB S.r.l., which holds 81.08% of its voting rights. Sales of products, supply of services and transfers of fixed assets among related parties were carried out at prices reflecting fair market conditions. The trading volumes reflect the internationalization process aimed at constantly improving both operating and organizational standards and optimising synergies within the Company.
2025 Brembo Annual Report 254
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
From a financial standpoint, the subsidiaries operate independently, although some benefit from various forms of centralized financing. Since 2008, a zero-balance cash-pooling system has been effective, with Brembo N.V. as the pool leader and the participation of 15 companies. Cash pooling zero balance structures allow Brembo group to optimize net working capital management (i.e. management of short term financial needs or excess liquidity). Operatingly, cash pooling mechanism consists in concentrating the available cash on a single legal entity (the pooler Brembo N.V.), which will subsequently allocate any surplus to the companies which have a financial need, with a consequent reduction of total financial costs. Annex 3 contains a summary of related party transactions as they relate to balances of the Statement of Income and the Statement of Financial Position.
The following table summarizes the remuneration received by the members of the Board of Directors for the year ended 31 December 2025 from Brembo, in line with the total remuneration determined by the Annual General Meeting on 29 April 2025, and with the allocation defined by the Board of Directors. Furthermore, none of the Directors were granted personal loans or advanced payments.
| Name | Office held | Fixed remuneration (€) | STIP (€) | Extraordinary items (€) | Pension benefits 1 (€) | LTIP 2 (€) | Total remuneration (€) |
|---|---|---|---|---|---|---|---|
| Annual fee | Fringe benefits | ||||||
| Matteo Tiraboschi | Executive Chairman | 1,300,000.00 | 49,142.26 | 1,299,675.00 | 46,215.20 | 3 | 1,495,000.00 |
| Daniele Schillaci | CEO | 1,300,000.00 | 8,696.42 | 1,299,675.00 | 600,000.00 | 4 | 289,935.47 |
| Cristina Bombassei | Executive Director | 256,678.12 | 2,840.41 | 96,870.77 | 15,112.42 | 69,643.00 | |
| Roberto Vavassori | Executive Director | 350,000.10 | 7,434.46 | 154,628.00 | 17,719.00 | 5 | 166,750.00 |
| Total Executive directors | 3,206,678.22 | 68,113.55 | 2,850,848.77 | 600,000.00 | 368,982.09 | 3,226,393.00 | |
| Giancarlo Dallera | Non-Executive Director | 80,000 | |||||
| Michela Schizzi | Non-Executive Director | 85,000 | |||||
| Umberto Nicodano | Non-Executive Director | 60,000 | |||||
| Elizabeth Marie Robinson | Non-Executive Director | 75,000 | |||||
| Gianfelice Rocca | Non-Executive Director | 60,000 | |||||
| Elisabetta Magistretti | Non-Executive Director | 120,000 | |||||
| Manuela Soffientini | Lead Non-Executive Director | 130,000 | |||||
| Total Non-Executive Directors | 610,000 | ||||||
| Total | 3,816,678.22 | 68,113.55 | 2,850,848.77 | 600,000.00 | 368,982.09 | 3,226,393.00 |
COMMITMENTS
Contractual commitments for investments in property, plant and equipment and intangible assets already entered into with third parties at 31 December 2025 and not yet recognized in the Separate Financial Statements amounted to €24,828 thousand.
POSITIONS OR TRANSACTIONS FROM ATYPICAL AND/OR UNUSUAL OPERATIONS
It is hereby specified that during 2025 the Company did not carry out any atypical and/or unusual transactions, as defined by the said Notice.
SIGNIFICANT EVENTS AFTER 31 DECEMBER 2025
No significant events occurred after 31 December 2025 and up to 18 March 2026.
1 The figures take into account the taxable value, after deducting charges.
2 The LTIP 2025-2027 provides a single grant and one-time payout. This table shows the LTIP values for 2025 only, according to the accounting principle of provisioning.
3 It represents the additional amount that the Company pays, as required by Italian law, to pension funds.
4 In the Extraordinary items are included €500,000 related to strategic yearly bonus paid in 2025 and €100,000 as housing allowance.
5 It represents the additional amount that the Company pays, as required by Italian law, to pension funds.
2025 Brembo Annual Report 255
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.4.3 ANALYSIS OF EACH ITEM
STATEMENT OF FINANCIAL POSITION
1. PROPERTY, PLANT, EQUIPMENT AND RIGHT OF USE ASSETS
Property, Plant and Equipment
The changes in property, plant and equipment are shown in the table below and described in this section.
(euro thousand)
| Land | Buildings | Plant and machinery | Industrial and commercial equipment | Other assets | Assets in course of construction and payments on account | Total | |
|---|---|---|---|---|---|---|---|
| Historical cost | 26,613 | 132,865 | 425,116 | 203,335 | 30,968 | 18,630 | 837,527 |
| Accumulated depreciation | 0 | (58,221) | (298,706) | (175,526) | (25,932) | 0 | (558,385) |
| Write-down provision | 0 | (177) | (135) | (4,278) | 0 | 0 | (4,590) |
| Balance at 1 January 2024 | 26,613 | 74,467 | 126,275 | 23,531 | 5,036 | 18,630 | 274,552 |
| Changes: | |||||||
| Reclassifications | 0 | 4,947 | 11,262 | 1,138 | 95 | (17,523) | (81) |
| Additions | 0 | 5,904 | 21,613 | 8,986 | 2,302 | 9,203 | 48,008 |
| Disposals historical cost | 0 | (69) | (10,627) | (1,809) | (337) | 0 | (12,842) |
| Disposals accumulated depreciation | 0 | 62 | 9,940 | 1,117 | 337 | 0 | 11,456 |
| Other | 0 | 0 | 0 | 642 | 0 | 0 | 642 |
| Depreciation | 0 | (3,904) | (26,972) | (11,056) | (1,435) | 0 | (43,367) |
| Impairment losses | 0 | 0 | (293) | 0 | (3) | 0 | (296) |
| Total changes | 0 | 6,940 | 4,923 | (982) | 959 | (8,320) | 3,520 |
| Historical cost | 26,613 | 143,647 | 447,364 | 211,650 | 33,028 | 10,310 | 872,612 |
| Accumulated depreciation | 0 | (62,063) | (315,738) | (185,465) | (27,030) | 0 | (590,296) |
| Write-down provision | 0 | (177) | (428) | (3,636) | (3) | 0 | (4,244) |
| Balance at 1 January 2025 | 26,613 | 81,407 | 131,198 | 22,549 | 5,995 | 10,310 | 278,072 |
(euro thousand)
| Land | Buildings | Plant and machinery | Industrial and commercial equipment | Other assets | Assets in course of construction and payments on account | Total | |
|---|---|---|---|---|---|---|---|
| Changes: | |||||||
| Reclassifications | 0 | 2,627 | 5,630 | 1,154 | 269 | (9,711) | (31) |
| Additions | 1,291 | 7,558 | 13,418 | 9,442 | 1,022 | 11,643 | 44,374 |
| Disposals historical cost | 0 | (50) | (7,751) | (1,310) | (301) | 0 | (9,412) |
| Disposals accumulated depreciation | 0 | 41 | 7,319 | 1,092 | 298 | 0 | 8,750 |
| Other | 21,602 | 48,761 | 0 | (1,499) | 0 | 0 | 68,864 |
| Depreciation | 0 | (5,322) | (26,832) | (11,227) | (1,561) | 0 | (44,942) |
| Total changes | 22,893 | 53,615 | (8,216) | (2,348) | (273) | 1,932 | 67,603 |
| Historical cost | 49,506 | 199,253 | 458,661 | 220,936 | 34,018 | 12,242 | 974,616 |
| Accumulated depreciation | 0 | (64,054) | (335,251) | (195,599) | (28,293) | 0 | (623,197) |
| Write-down provision | 0 | (177) | (428) | (5,136) | (3) | 0 | (5,744) |
| Balance at 31 December 2025 | 49,506 | 135,022 | 122,982 | 20,201 | 5,722 | 12,242 | 345,675 |
In 2025, investments in tangible fixed assets amounted to €44,374 thousand and referred to transactions for purchasing machinery and for manufacturing equipment intended for the maintenance of production plants. Net disposals amounted to €662 thousand, mainly referring to the sale and scrapping of plant and machinery. Capital gains totaled €477 thousand overall, whereas capital losses were €160 thousand. Total depreciation amounted to €44,942 thousand, up compared to the previous year due to the investments made in recent years (2024: €43,367 thousand). The item “Other” refers to the purchase of the building in Stezzano, previously held on lease.
2025 Brembo Annual Report 256
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
Right of use assets
The following table shows the movements in item “Right of use assets”:
(euro thousand)
| Buildings | Other assets | Total | |
|---|---|---|---|
| Historical cost | 84,159 | 7,862 | 92,021 |
| Accumulated depreciation | (25,552) | (5,268) | (30,820) |
| Balance at 1 January 2024 | 58,607 | 2,594 | 61,201 |
| Changes: | |||
| New contracts/leases for the period | 7,090 | 4,297 | 11,387 |
| Adjustments on historical cost | 27,137 | (10) | 27,127 |
| Unwinding of lease contract - Historical cost | 0 | (3,918) | (3,918) |
| Unwinding of lease contract - Accumulated depreciation | 0 | 3,918 | 3,918 |
| Depreciation | (6,093) | (2,086) | (8,179) |
| Total changes | 28,134 | 2,201 | 30,335 |
| Historical cost | 118,386 | 8,231 | 126,617 |
| Accumulated depreciation | (31,645) | (3,436) | (35,081) |
| Balance at 1 January 2025 | 86,741 | 4,795 | 91,536 |
| Changes: | |||
| New contracts/leases for the period | 0 | 2,334 | 2,334 |
| Adjustments on historical cost | 105 | 10 | 115 |
| Unwinding of lease contract - Historical cost | 0 | (1,929) | (1,929) |
| Unwinding of lease contract - Accumulated depreciation | 0 | 1,929 | 1,929 |
| Historical cost - Other | (96,157) | 0 | (96,157) |
| Accumulated depreciation - Other | 25,795 | 0 | 25,795 |
| Depreciation | (2,000) | (2,138) | (4,138) |
| Total changes | (72,257) | 206 | (72,051) |
| Historical cost | 22,334 | 8,646 | 30,980 |
| Accumulated depreciation | (7,850) | (3,645) | (11,495) |
| Balance at 31 December 2025 | 14,484 | 5,001 | 19,485 |
The right of use decreased following the decision to proceed with the purchase of the building in Stezzano. Note 13 provides information on the financial commitment with respect to leased assets.
2. INTANGIBLE ASSETS
The changes in intangible assets are shown in the table below and described in this section.(euro thousand)
| | Goodwill | Development costs | Industrial patents and similar rights (A) | Other intangible assets (B) | Total other intangible assets (A + B) | Total |
| :--- | ---: | ---: | ---: | ---: | ---: | ---: |
| Historical cost | 0 | 264,794 | 47,017 | 120,858 | 167,875 | 432,669 |
| Accumulated amortization | 0 | (169,822) | (34,811) | (98,025) | (132,836) | (302,658) |
| Write-down provision | 0 | (9,002) | (2,589) | 0 | (2,589) | (11,591) |
| Balance at 1 January 2024 | 0 | 85,970 | 9,617 | 22,833 | 32,450 | 118,420 |
| Changes: | | | | | | |
| Reclassifications | 0 | 0 | 335 | (335) | 0 | 0 |
| Additions | 0 | 24,971 | 1,668 | 12,504 | 14,172 | 39,143 |
| Other | 0 | 0 | 8 | 0 | 8 | 8 |
| Depreciation | 0 | (17,253) | (2,047) | (5,601) | (7,648) | (24,901) |
| Impairment losses | 0 | (2,528) | 0 | 0 | 0 | (2,528) |
| Total changes | 0 | 5,190 | (36) | 6,568 | 6,532 | 11,722 |
| Historical cost | 0 | 289,765 | 49,020 | 133,027 | 182,047 | 471,812 |
| Accumulated amortization | 0 | (187,075) | (36,850) | (103,626) | (140,476) | (327,551) |
| Write-down provision | 0 | (11,530) | (2,589) | 0 | (2,589) | (14,119) |
| Balance at 1 January 2025 | 0 | 91,160 | 9,581 | 29,401 | 38,982 | 130,142 |
| Changes: | | | | | | |
| Reclassifications | 0 | 0 | 679 | (679) | 0 | 0 |
| Additions | 220 | 28,270 | 1,607 | 13,227 | 14,834 | 43,324 |
| Disposals historical cost | 0 | (109,930) | (10,149) | (67,884) | (78,033) | (187,963) |
| Disposals accumulated depreciation | 0 | 109,930 | 10,149 | 67,884 | 78,033 | 187,963 |
| Other | 0 | 0 | 6 | 0 | 6 | 6 |
| Depreciation | 0 | (17,231) | (2,338) | (7,924) | (10,262) | (27,493) |
| Impairment losses | 0 | (344) | 0 | 0 | 0 | (344) |
| Total changes | 220 | 10,695 | (46) | 4,624 | 4,578 | 15,493 |
| Historical cost | 220 | 208,105 | 41,157 | 77,691 | 118,848 | 327,173 |
| Accumulated amortization | 0 | (105,518) | (29,033) | (43,666) | (72,699) | (178,217) |
| Write-down provision | 0 | (732) | (2,589) | 0 | (2,589) | (3,321) |
| Balance at 31 December 2025 | 220 | 101,855 | 9,535 | 34,025 | 43,560 | 145,635 |
2025 Brembo Annual Report 257
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
Goodwill
Item "Goodwill" refers to the acquisition of the supplier's business for €220 thousand.
Development costs
Item “Development costs” includes costs for development, internal and external, for an initial amount of €208,105 thousand. During the reporting year, this item changed due to higher costs incurred in 2025 for development orders received both during the year and in previous years, for which additional development costs were incurred.
Amortization amounting to €17,231 thousand was recognized for development orders for products under production. The gross amount of costs includes development activities for projects underway totalling €62,058 thousand. The total amount of costs for capitalized internal works charged to the Statement of Income amounted to €28,270 thousand. Disposals refer to all project capitalized and fully depreciated, no more in production. Impairment losses totaled €344 thousand and are recognized in the Statement of Income under “Amortization, depreciation and impairment losses.” Impairment losses refer to development costs incurred in relation to projects that, as decided by the customer or Brembo N.V., were not completed or underwent changes in terms of their end destination.
Other intangible assets
Item “Industrial patents and similar rights” rose by €1,607 thousand, due to the acquisition of new patents, the application for the filing of new patents or the filing of existing patents in other countries, in addition to the acquisition of rights. The increase in item “Other intangible assets” was chiefly attributable to the costs incurred to purchase software and develop the Digital Transformation plan. Disposals refer to other intangible assets fully depreciated, no more utilized by the Company.
3. SHAREHOLDINGS
The following table shows the changes in item “Shareholding”, broken down by subsidiaries, associates and joint ventures:
SUBSIDIARIES (euro thousand)
| | 31.12.2024 | Acquisitions and new shareholdings | Sale | Write-ups/ Write-downs | 31.12.2025 |
| :--- | ---: | ---: | ---: | ---: | ---: |
| AP Racing Ltd. | 30,720 | - | - | - | 30,720 |
| Brembo Australia Pty Ltd | 189 | - | - | - | 189 |
| Brembo India Pvt. Ltd. | 17,364 | - | - | - | 17,364 |
| Brembo Czech S.R.O. | 71,402 | 20,243 | - | - | 91,645 |
| Brembo Deutschland GmbH | 145 | - | - | - | 145 |
| Brembo do Brasil Ltda. | 27,689 | - | - | 5,800 | 33,489 |
| Brembo France S.A.S. | 50 | - | - | - | 50 |
| Brembo Huilian (Langfang) Brake Systems Co. Ltd. | 79,632 | - | - | - | 79,632 |
| Brembo Inspiration Lab Corp. | 249 | - | - | - | 249 |
| Brembo Japan Co. Ltd. | 79 | - | - | - | 79 |
| Brembo México S.A. de C.V. | 12,579 | 20,775 | - | - | 33,354 |
| Brembo Nanjing Brake Systems Co. Ltd. | 68,255 | - | - | - | 68,255 |
| Brembo (Nanjing) Automobile Components Co. Ltd. | 19,284 | - | - | - | 19,284 |
| Brembo North America Inc. | 24,367 | - | - | - | 24,367 |
| Brembo Poland Spolka Zo.o. | 17,903 | - | - | - | 17,903 |
| Brembo Reinsurance AG | 12,033 | - | - | - | 12,033 |
| Brembo Russia LLC | 26 | - | - | - | 26 |
| Brembo Scandinavia AB | 557 | - | - | - | 557 |
| Brembo Thailand Ltd. | 7,189 | - | - | - | 7,189 |
| Corporac Í on Upwards '98 S.A. | 4,648 | - | - | - | 4,648 |
| J.Juan S.A.U. | 76,395 | - | - | - | 76,395 |
| La.Cam (Lavorazioni Camune) S.r.l. | 4,100 | - | - | - | 4,100 |
| Öhlins Intressenter AB | - | 366,037 | - | - | 366,037 |
| SBS Friction A/S | 18,246 | - | - | - | 18,246 |
| Qingdao Brembo Trading Co. Ltd. | 135 | - | - | - | 135 |
| Total | 493,236 | 407,055 | - | 5,800 | 906,091 |
2025 Brembo Annual Report 258
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
ASSOCIATES (euro thousand)
| | 31.12.2024 | Acquisitions and new shareholdings | Sale | Write-ups/ Write-downs | 31.12.2025 |
| :--- | ---: | ---: | ---: | ---: | ---: |
| Brembo SGL Carbon Ceramic Brakes S.p.A. | 24,243 | - | - | - | 24,243 |
| Infibra Technologies S.r.l. | 800 | - | - | (800) | - |
| Petroceramics S.p.A. | 500 | - | - | - | 500 |
| Shandong BRGP Friction Technology Co. Ltd. | 8,361 | - | - | - | 8,361 |
| Total | 33,904 | - | - | (800) | 33,104 |
Following the agreement signed on 11 October 2024, on 2 January 2025 Brembo completed the acquisition of a 100% stake in Öhlins Group, the leading manufacturer of premium, high-performance suspension technology for Motorcycles and cars. The total consideration for the transaction was €366,037 thousand, paid using available liquidity. In February 2025 Brembo released a capital contribution for €20,243 thousand to Brembo Czech S.r.o., in order to provide the companies with the necessary resources to operate. On 23 September 2025 Brembo disbursed €20,775 thousand to Brembo México S.A. de C.V. as capital increase. The shareholding in Brembo do Brasil Ltda., which was reduced in 2015 and 2016 for a total amount of €27,427 thousand following an impairment loss, was partially written up for €5,800 thousand during the reporting year, according to the impairment test with the future financial plan. The shareholding in Infibra Technologies S.r.l. has been totally written off due to the lack of future business continuity forecasts. In the reporting year, impairment indicators were identified with reference to the subsidiaries SBS Friction A/S, Brembo Czech S.r.o. and Ö hlins Intressenter AB. Future cash flows used for the calculation are based on management’s most recent operating and financial plans. In particular, in defining the future cash flows reference was made to the 2026 Budget and the 2027-2029 Industrial Plan approved by Brembo N.V.’s Board of Directors in January 2026 and July 2025, respectively. The main assumptions that determined the test outcome were a WACC rate of 8.48% (8.91% in 2024) and growth rate (g-rate) used in determining terminal value of 1.5% (1.5% in 2024). The previously mentioned impairment tests did not indicate the need to recognize any impairment loss in the reporting year. In the event of a change in the growth rate from 1.5% to 1% or a decline in sales volumes/margins of 5%-10%, no equity investments that had not been previously subject to impairment would be impaired, and in the event of a change in the WACC from 8.48% to 9.48% no write-down of the equity investment will be necessary.
4. INVESTMENTS IN OTHER COMPANIES, DERIVATIVES AND OTHER NON-CURRENT FINANCIAL ASSETS
Other financial assets at 31 December 2025 are broken down as follows:
(euro thousand)
| | 31.12.2025 | 31.12.2024 |
| :--- | ---: | ---: |
| Investments in other companies measured at fair value | 93 | 914 |
| Investments in other companies measured at cost | 3,578 | 2,727 |
| Receivables towards subsidiary companies | 163,799 | 0 |
| Derivatives measured at fair value | 3,104 | 4,565 |
| Other | 73 | 69 |
| Total | 170,647 | 8,275 |
Item “Investments in other companies measured at fair value” refers to 10.33% interest held in E-Novia S.p.A. amounting to €93 thousand, following the write-down of the investment for €821 thousand. The change in item “Investments in other companies measured at cost” refers mainly to the acquisition, for €700 thousand, of a 10.94% interest in Hydrospark S.r.l., a start- up launched by Petroceramics S.p.A. focused on hydrogen production and storage technologies. In the reporting year, €150 thousand was allocated to the 360 Polimi fund. Item “Receivable towards subsidiary companies” refers to intercompany loan granted from Brembo N.V. to Brembo Mexico for USD 90,000 thousand (€76,595 thousand) and Brembo Czech, for CZK 1,725,000 thousand (€72,204 thousand), and €15,000 thousand, reclassified during 2025 from short term to long term in order to reflect the updated duration of these receivables. Item “Derivatives” refers for €3,104 thousand to the non-current portion of the fair value of four IRSs entered into directly by the Company, for a remaining notional amount of €25 million, €125 million, €100 million, and €150 million respectively, at 31 December 2025, hedging the change in interest rate risk associated with a specific outstanding loan. These IRSs fall within the requirements set forth in the accounting standards relating to hedge accounting (cash flow hedge). The change in fair value compared to 31 December 2024, attributable to the interest rate curve and the lower duration of contracts, was recognized as a component of comprehensive income, net of the tax effect, given that the hedge is fully effective.
5.# RECEIVABLES AND OTHER NON-CURRENT ASSETS
This item is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Other non-current assets | 465 | 417 |
| Income tax receivables | 3,165 | 4,318 |
| Non-income tax receivables | 34 | 34 |
| Total | 3,664 | 4,769 |
Item “Other non-current assets” refers to contributions towards clients for the acquisition of long-term exclusive supply arrangements, which were released to the Statement of Income in accordance with the supply schedule for the clients.
The item “Income tax receivables” referred primarily to tax credits that can be used beyond one year, granted on the purchase of new tangible assets that have already entered into operations and that fulfil the ex-Industry 4.0 requirements, in addition to other tax credits for which refunds have been requested.
At the end of 2023, tax credits were acquired without recourse from a supplier under the Italian Superbonus 110 tax credit scheme pursuant to Article 119 of Decree Law No. 34/2020 — options from 1 April 2023, equal to €3,478 thousand overall, to be used in 4 annual instalments starting from 2024, whose non-current portion, amounting to €870 thousand, has been classified to this item.
6. DEFERRED TAX ASSETS AND LIABILITIES
The deferred tax assets balance at 31 December 2025 included the value of deferred tax assets net of deferred tax liabilities. The item is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Deferred tax assets | 16,692 | 25,089 |
| Deferred tax liabilities | (2,891) | (3,711) |
| Total | 13,801 | 21,378 |
Movements for the year are reported in the following table:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Balance at beginning of period | 21,378 | 14,409 |
| Deferred tax liabilities generated | (48) | (22) |
| Deferred tax assets generated | 3,119 | 8,008 |
| Use of deferred tax assets and liabilities | (11,434) | (4,013) |
| Other movements | 786 | 2,996 |
| Balance at end of period | 13,801 | 21,378 |
Deferred tax assets and liabilities were generated mainly due to temporary differences on accelerated amortization and depreciation, capital gains with deferred taxation, other expense and income items subject to future tax deductions or taxation, and to other differences due to application of international accounting standards.
“Other movements” include changes in deferred tax liabilities on items that have an impact on equity and are therefore transferred to the statement of other comprehensive income, mainly due to hedging derivatives and the recognition pursuant to IAS 19 (OIC) relating to the discounting of the employees’ leaving indemnity.
The nature of temporary differences that generated deferred tax assets and liabilities is detailed below:
(euro thousand)
| Assets | Liabilities | Net | |
|---|---|---|---|
| 31.12.2025 | 31.12.2024 | 31.12.2025 | |
| Property, plant, equipment and other equipment | 322 | 0 | 314 |
| Other financial assets | 0 | 0 | 29 |
| Trade receivables | 0 | 966 | 0 |
| Inventories | 11,951 | 12,710 | 0 |
| Financial liabilities | 0 | 0 | 1,481 |
| Other financial liabilities | 0 | 424 | 0 |
| Provisions | 1,494 | 2,787 | 0 |
| Provisions for employee benefits | 2,887 | 8,164 | 1,067 |
| Other | 38 | 38 | 0 |
| Total | 16,692 | 25,089 | 2,891 |
7. INVENTORIES
A breakdown of net inventories, which are stated net of the inventory write-down provision, is shown below:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Raw materials | 45,654 | 45,313 |
| Work in progress | 39,173 | 37,169 |
| Finished products | 97,965 | 96,143 |
| Goods in transit | 13,715 | 19,704 |
| Total | 196,507 | 198,329 |
Movements in the inventory write-down provision, amounting to €42,834 thousand at 31 December 2025, are reported in the following table:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Balance at the beginning of period | 45,556 | 44,240 |
| Provisions | 1,968 | 6,627 |
| Use/Release | (4,690) | (5,311) |
| Balance at end of period | 42,834 | 45,556 |
The inventory write-down provision was determined in order to align the cost of inventories to their estimated realizable value.
8. TRADE RECEIVABLES
At 31 December 2025, the balance of trade receivable, net of the related write-down provision, compared to the previous year was as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Receivables from customers | 118,871 | 118,660 |
| Receivables from subsidiary companies | 137,911 | 165,759 |
| Receivables from associates and joint ventures | 3,845 | 2,315 |
| Total | 260,627 | 286,734 |
Credit risk is not concentrated in any one area, as the Company has a well-diversified portfolio of clients with high credit standing.
Movements in the provision for bad debts are given in the following table:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Balance at beginning of period | 6,978 | 1,845 |
| Provisions | 181 | 5,500 |
| Use/Release | (5,212) | (367) |
| Balance at end of period | 1,947 | 6,978 |
The decrease of provision is due to the closure of a legal restructuring proceeding with self-administration of a primary OE producer started in 2024.
Brembo N.V.’s maximum credit risk exposure is the book value of the financial assets recognized in the financial statements, net of any amounts offset in accordance with IAS 32 and any impairment losses recognized in accordance with IFRS 9, gross of the related provision.
It bears noting that Brembo N.V. has no credit insurance contracts as its main business partners are leading car and motorcycle manufacturers with high credit standing. To mitigate commercial credit risk towards third parties, the Company applies procedures for assessing their financial solidity. These involve an analysis of the last three annual financial statements available, with the assignment of the relevant rating and commercial credit limit. Operating credit management is entrusted to a dedicated team that performs thorough checks on past- due accounts, involving the Sales Departments to which the customers are assigned as necessary.
To express creditworthiness, the Company has elected to distinguish between clients who are listed or not listed on the stock exchange. Listed clients are those listed on a stock market, directly or indirectly controlled by a listed company or closely connected to listed companies.
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Listed clients | 239,738 | 276,903 |
| Unlisted clients | 22,836 | 16,809 |
| Total | 262,574 | 293,712 |
The following table provides details on trade receivables that have not been adjusted for impairment, broken down by maturity.
Listed clients
(euro thousand)
| 31.12.2025 | Write-down 2025 | 31.12.2024 | Write-down 2024 | |
|---|---|---|---|---|
| Current | 220,023 | 0 | 232,469 | 3,196 |
| Expired by up to 30 days | 1,912 | 0 | 1,700 | 716 |
| Expired by 30 to 60 days | 6,952 | 0 | 36,419 | 915 |
| Expired by over 60 days | 10,851 | 856 | 6,315 | 1,164 |
| Total | 239,738 | 856 | 276,903 | 5,991 |
| % ratio of expired receivables not written down to total exposure | 7.9% | 15.0% | ||
| Total expired receivables, not written down | 18,859 | 41,639 |
Unlisted clients
(euro thousand)
| 31.12.2025 | Write-down 2025 | 31.12.2024 | Write-down 2024 | |
|---|---|---|---|---|
| Current | 18,285 | 0 | 12,542 | 0 |
| Expired by up to 30 days | 830 | 0 | 500 | 0 |
| Expired by 30 to 60 days | 898 | 0 | 1,464 | 0 |
| Expired by over 60 days | 2,823 | 1,091 | 2,303 | 987 |
| Total | 22,836 | 1,091 | 16,809 | 987 |
| % ratio of expired receivables not written down to total exposure | 15.2% | 19.5% | ||
| Total expired receivables, not written down | 3,460 | 3,280 |
Expired receivables from listed clients mainly refer to leading OE manufacturers. The repayment plans of the expired receivables that have not been written down, were almost fully set, and therefore there are no recoverability risks. With regard to the portion of expired receivables from unlisted clients that have not been written down, most of this amount has already been collected in the first months of 2026.
9. OTHER RECEIVABLES AND CURRENT ASSETS
This item is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Income tax receivables | 30,653 | 21,248 |
| Non-income tax receivables | 5,483 | 5,629 |
| Other receivables | 17,123 | 15,161 |
| Total | 53,259 | 42,038 |
The change in income tax receivables is reported below:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Balance at beginning of period | 21,248 | 10,321 |
| Current taxes | (13,245) | (34,309) |
| Current taxes - previous years | 60 | (2,755) |
| Payments | 19,988 | 44,869 |
| Other movements | 2,602 | 3,122 |
| Balance at end of period | 30,653 | 21,248 |
Income tax receivables increased by €9,405 thousand in 2025 compared to year-end 2024. In 2025 there was a decrease in taxable income according to a decrease in sales. The tax prepayments calculated with the historical method for the first instalment and with the forecast method for the second instalment were higher than the actual current taxes due and thus contributing to the increase in the residual value of these receivables at the end of the year.
Item “Income tax receivables” includes the receivable recognized in prior years in relation to the application of an IRES refund, concerning the non-deductibility for IRAP purposes of personnel expenses, and other applications for IRES and IRAP refund, for a total residual amount of €951 thousand. Item “Non-income tax receivables” primarily refers to VAT receivables.
10.## DERIVATIVES AND OTHER CURRENT FINANCIAL ASSETS
This item is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Receivables from subsidiaries and associates | 85,175 | 243,025 |
| Derivatives measured at fair value | 3,781 | 23,985 |
| Security deposits | 72 | 72 |
| Total | 89,028 | 267,082 |
Item “Receivables from subsidiaries and associates” includes loans to Group companies, in addition to any receivables to companies participating in the centralized treasury system (cash pooling), effective since 2008, with Brembo N.V. as pool leader. In detail, loans have been issued in favor of: Brembo Czech S.r.o. for an amount of €25,000 thousand; SBS Friction A/S for an amount of €7,000 thousand. This item accounted also for receivables to companies participating in the centralized treasury system (cash pooling), totalling €41,074 thousand.
Derivatives referred mainly to the fair value of currency forwards and to the short-term portion of interest rate swaps, and in particular:
* IRSs to hedge a medium-term loan of €125,000 thousand: fair value positive for €2,707 thousand;
* IRSs to hedge a medium-term loan of €25,000 thousand: fair value positive for €407 thousand;
* Currency forwards to hedge an intercompany loan in favor of Brembo México for USD 90,000 thousand: fair value positive for €574 thousand;
* Currency forwards to hedge trade cash flows: fair value positive for €93 thousand.
11. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Bank and postal account | 292,644 | 604,685 |
| Cash-in-hand and cash equivalents | 45 | 63 |
| Total cash and cash equivalents | 292,689 | 604,748 |
| Payables to banks: overdrafts | (110,815) | (1,691) |
| Cash and cash equivalents from the Statement of Cash Flows | 181,874 | 603,057 |
The items listed above can be converted readily into cash and are not exposed to a significant risk that their value may change. It is deemed that the book value of cash and cash equivalents approximates their fair value at the reporting date. The decrease is mainly due to the acquisition of Öhlins. In addition to the amount recognized in the Statement of Cash Flows, it should be noted that interest paid in the year totaled €38,056 thousand (€41,928 thousand in 2024). This interest does not include €5,839 thousand of positive differentials on the IRSs entered into to hedge against the change in interest-rate risk on the variable-rate loans.
12. EQUITY
Equity amounted to €949,087 thousand at 31 December 2025, down €21,485 thousand compared to 2024. For details on the related changes for the year, reference should be made to the dedicated accounting statement.
Share capital
The issued share capital amounted to €8,822 thousand at 31 December 2025. The table below shows the composition of the share capital and the number of shares outstanding at 31 December 2025:
| Issued share capital (euro) | No. shares making up the share capital | No. of voting right |
|---|---|---|
| Ordinary shares | 3,339,222.50 | 333,922,250 |
| Special voting shares A (*) | 64,906.08 | 6,490,608 |
| Special voting shares B (*) | 52,896.08 | 2,644,804 |
| Special voting shares C (*) | 5,364,938.13 | 178,831,271 |
| Total | 8,821,962.79 | 521,888,933 |
(*) For further information on the share capital, please see the Brembo website: Share Capital | Brembo Corporate .
As part of its buy-back plan, in 2025 Brembo bought back 757,490 ordinary own shares (€6,532 thousand), which, together with the 15,051,860 ordinary own shares already held, represent 4.73% of the ordinary own shares.
Legal reserve
Pursuant to Dutch law limitations exist relating to the distribution of shareholders’ equity up to at least the total amount of the legal reserve. As of 31 December 2025 the legal reserve amounted at €119,912 thousand and it is mainly composed by research and development capitalized costs.
Statutory reserve
The statutory reserve, created in 2024 from share capital decrease, is aimed to generate a reserve for future issued of Special Voting Share, without any need to amend the Articles of Association.
Other reserves and retained earnings/(losses)
The Annual General Meeting (the “AGM”) held on 29 April 2025 approved the Financial Statement for the financial year ended 31 December 2024, allocating net income for 2024 of €163,751,872.04 as follows:
* to the Shareholders, a gross ordinary dividend of €0.30 per ordinary share outstanding, excluding own shares;
* the remaining amount carried forward.
2025 Brembo Annual Report 262 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. Reconciliation statement of Brembo N.V.’s equity/result with consolidated equity/result
5.
The reconciliation of Equity and Result for the year, as reported in the Parent’s Financial Statements, and the Equity and Result for the year recognized in the Consolidated Financial Statements shows that the Group’s Equity at 31 December 2025 was €1,344,035 thousand higher than the figure reported in the Brembo N.V.’s Financial Statements. Consolidated Net Result for the year, amounting to €209,336 thousand, was €106,702 thousand higher than that of Brembo N.V.
| Economic results (euro thousand) | Net income 2025 | Equity at 31.12.2025 | Net income 2024 | Equity at 31.12.2024 |
|---|---|---|---|---|
| Brembo N.V. | 102,634 | 949,087 | 163,752 | 970,572 |
| Consolidation adjustments: | ||||
| Equity of consolidated companies and allocation of their result | 173,190 | 2,252,072 | 167,010 | 1,859,293 |
| Goodwill and other allocated surplus | 0 | 273,513 | 0 | 70,698 |
| Elimination of infra-Group dividends | (59,797) | 0 | (56,270) | 0 |
| Book value of consolidated shareholdings | 0 | (1,174,350) | 0 | (605,634) |
| Valuation of shareholdings in associate companies/JVs measured using the equity method | 3,396 | 34,975 | 1,335 | 32,193 |
| Elimination of infra-Group income | (421) | (11,882) | (592) | (8,765) |
| other consolidation adjustments | (4,908) | 6,550 | (8,914) | 11,460 |
| Equity and result for the year attributable to minority interests | (4,758) | (36,843) | (3,718) | (35,343) |
| Total consolidation adjustments | 106,702 | 1,344,035 | 98,851 | 1,323,902 |
| Group consolidated equity and result | 209,336 | 2,293,122 | 262,603 | 2,294,474 |
13. FINANCIAL DEBT AND DERIVATIVES
This item is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| Due within one year | Due after one year | Total | Due within one year | Due after one year | Total | |
| Payables to banks: | ||||||
| – overdrafts | 110,815 | 0 | 110,815 | 1,691 | 0 | 1,691 |
| – loans | 184,795 | 649,499 | 834,294 | 163,027 | 574,236 | 737,263 |
| Total | 295,610 | 649,499 | 945,109 | 164,718 | 574,236 | 738,954 |
| Payables to associates and subsidiaries | 175,056 | 0 | 175,056 | 194,658 | 0 | 194,658 |
| Lease liabilities | 3,589 | 16,977 | 20,566 | 77,000 | 18,337 | 95,337 |
| Payables to other financial institutions | 152 | 130 | 282 | 260 | 131 | 391 |
| Derivatives measured at fair value | 440 | 0 | 440 | 1,607 | 302 | 1,909 |
| Total | 179,237 | 17,107 | 196,344 | 273,525 | 18,770 | 292,295 |
Item “Payables to associates and subsidiaries” included payables to companies participating in the centralized treasury system (cash pooling), totalling €175,056 thousand.
Item “Derivatives measured at fair value” referred to €440 thousand fair value of currency derivatives entered into to hedge intercompany loans amounting to CZK 1,750,000 thousand in favor of Brembo Czech S.r.o.
2025 Brembo Annual Report 263 Index Letter from the Executive Chairman Sustainability Statement Corporate Governance Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
At 31 December 2025, payables to banks were broken down as follows:
(euro thousand)
| Amount at 31.12.2024 | Amount at 31.12.2025 | Portion due within one year | Portion due between 1 and 5 years | Portion due after 5 years | |
|---|---|---|---|---|---|
| Payables to banks: | |||||
| BNL Ioan (€100 miIIion) | 50,143 | 25,068 | 25,068 | 0 | 0 |
| BNL Ioan (€200 miIIion) | 174,849 | 124,919 | 49,951 | 74,968 | 0 |
| Banca PopoIare di Sondrio Ioan (€125 miIIion) | 62,939 | 37,704 | 25,205 | 12,499 | 0 |
| ISP Ioan (€100 miIIion) | 49,882 | 24,965 | 24,965 | 0 | 0 |
| Banca PopoIare di Sondrio Ioan (€150 miIIion) | 149,849 | 112,411 | 37,454 | 74,957 | 0 |
| Mediobanca Ioan (€100 miIIion) | 99,761 | 99,809 | 22,152 | 77,657 | 0 |
| Mediobanca Ioan (€150 miIIion) | 149,840 | 149,700 | 0 | 149,700 | 0 |
| Banca PopoIare di Sondrio Ioan (€100 miIIion) | 0 | 99,934 | 0 | 87,435 | 12,499 |
| BNL Ioan (€160 miIIion) | 0 | 159,784 | 0 | 99,801 | 59,983 |
| Total payables to banks | 737,263 | 834,294 | 184,795 | 577,017 | 72,482 |
The most significant transactions finalized in first half of 2025 include the full draw-down of two medium-term loans of €100,000 thousand and €160,000 thousand contracted by Brembo N.V. with Banca Popolare di Sondrio and Banca Nazionale del Lavoro (BNL), respectively. In the second half of the year a 2 years tenor committed credit line of €100,000 thousand with Banco BPM was also finalized, but not yet utilized, to grant more flexibility on available funding sources. For information on covenants and compliance with the parameters set by some loan agreements, reference should be made to section “Financial Risk Management – Liquidity Risk”.
The table below shows the breakdown of “Other financial liabilities”.
(euro thousand)
| Amount at 31.12.2024 | Amount at 31.12.2025 | Portion due within one year | Portion due between 1 and 5 years | Portion due after 5 years | |
|---|---|---|---|---|---|
| Payables to other financial institutions: | |||||
| Libra Ioan | 391 | 131 | 131 | 0 | 0 |
| MIUR Smart Manufacturing loan | 0 | 151 | 21 | 78 | 52 |
| Total payables to other financial institutions | 391 | 282 | 152 | 78 | 52 |
| Lease liabilities | 95,337 | 20,566 | 3,589 | 9,861 | 7,116 |
| Total other financial liabilities | 95,728 | 20,848 | 3,741 | 9,939 | 7,168 |
With regard to payments relating to optional lease renewal periods not included in the calculation of liabilities at 31 December 2025, €14,083 thousand of lease instalments, relating solely to properties and due beyond five years, were not subject to discounting.The following table shows the structure of loans towards banks and other financial institutions at 31 December 2025, broken down by annual interest rate and currency: (euro thousand)
| 31.12.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| Fixed rate | Variable rate | Total | Fixed rate | Variable rate | Total | |
| Euro towards third parties | 399,779 | 434,797 | 834,576 | 325,144 | 412,510 | 737,654 |
| Euro towards subsidiaries | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 399,779 | 434,797 | 834,576 | 325,144 | 412,510 | 737,654 |
The average variable rate applicable to the Company’s debt is 3.02% and the average fixed rate is 2.23%. In the first half of 2025, Brembo N.V. entered into a new IRS, for notional amount of €150 million at 31 December 2025, hedging the change in interest rate risk associated with a specific outstanding loan. This IRS falls within the requirement set forth in the accounting standards relating to hedge accounting (cash flow hedge). Changes in the Cash Flow Hedge Reserve, gross of tax effects and net of interest, are as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Opening value | (28,026) | (18,585) |
| Releases of the fair value reserve | (3,707) | (20,773) |
| Releases of the reserve for payment/collection of differentials | 25,565 | 11,332 |
| Closing value | (6,168) | (28,026) |
At 31 December 2025, IRS derivatives had an overall positive fair value of €6,218 thousand, entirely recognized in a cash flow hedge reserve, gross of tax effects.
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Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
4. Net financial debt
5.
The following table shows the reconciliation of the net financial debt at 31 December 2025 (€756,632 thousand) and at 31 December 2024 (€173,472 thousand) based on the layout prescribed by ESMA 32-382-1138 Guidelines of 4 March 2021 and specified in Consob Warning Notice 5/21 of 29 April 2021:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| A Cash | 292,689 | 604,748 |
| B Cash equivalents | 0 | 0 |
| C Other current financial assets | 89,028 | 248,464 |
| D Liquidity (A + B + C) | 381,717 | 853,212 |
| E Current financial debt (including debt instruments, but excluding current portion of non-current financial debt) | 290,052 | 275,216 |
| F Current portion of non-current financial debt | 184,795 | 163,027 |
| G Current financial debt (E + F) | 474,847 | 438,243 |
| H Net current financial debt (G – D) | 93,130 | (414,969) |
| I Non-current financial debt (excluding current portion and debt instruments) | 663,502 | 588,441 |
| J Debt instruments | 0 | 0 |
| K Trade payables and other non-current payables | 0 | 0 |
| L Non-current financial debt (I + J + K) | 663,502 | 588,441 |
| M Total financial debt (H + L) | 756,632 | 173,472 |
| Non-current financial receivables from subsidiaries | (163,799) | 0 |
| Net financial debt | 592,833 | 173,472 |
The net financial debt including the non-current financial receivables from subsidiaries excluded from NFP by ESMA scheme is €592,833 thousand at 31 December 2025. Item “Non-current financial debt (excluding the current portion and debt instruments)” includes the non-current component of IRS derivatives amounting to €3,104 thousand at reduction of the item.
14. OTHER NON-CURRENT LIABILITIES
This item amounted to €509 thousand at 31 December 2025 and includes social security payables relating to the 2025-2027 three-year incentive plan.
15. PROVISIONS
This item is broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| Provisions for contingencies and charges | Provision for product warranties | Total | Provisions for contingencies and charges | Provision for product warranties | Total | |
| Balance at beginning of period | 6,908 | 4,711 | 11,619 | 13,343 | 5,696 | 19,039 |
| Provisions | 663 | 0 | 663 | 26 | 500 | 526 |
| Use/Release | (3,747) | (1,932) | (5,679) | (6,461) | (1,485) | (7,946) |
| Balance at end of period | 3,824 | 2,779 | 6,603 | 6,908 | 4,711 | 11,619 |
| of which short-term | 2,569 | 5,264 |
Provisions totaled €6,603 thousand, including the provision for product warranties for probable future costs linked to contractual warranties, supplemental customer indemnities — in connection with the Italian agency contract — and the valuation of risks related to litigation underway, as well as an estimate of liabilities that could arise as a result of tax litigation.
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Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
16. EMPLOYEE BENEFITS
The Company provides post-employment benefits through defined benefit plans. Unfunded defined benefit plans include “Employees’ leaving entitlement” exclusively up to 31 December 2006, date in which the latter started to be recognized as a defined benefit plan in light of the regulatory changes introduced. Item “Other long-term benefits” includes the liability associated with the 2025-2027 three-year incentive plan reserved for top managers, to be settled in May 2028. The liability decreased for the payment of the 2022-2024 three- year incentive plan released in May 2025. Liabilities at 31 December 2025 are given in the table below:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| Employees’ leaving indemnity | Other long-term benefits | Total | Employees’ leaving indemnity | Other long-term benefits | Total | |
| Balance at beginning of period | 11,901 | 26,354 | 38,255 | 12,332 | 16,519 | 28,851 |
| Provisions | 0 | 7,419 | 7,419 | 0 | 9,300 | 9,300 |
| Use/Release | (939) | (26,654) | (27,593) | (795) | 0 | (795) |
| Interest expense | 374 | (277) | 97 | 398 | 535 | 933 |
| Other | 33 | 0 | 33 | (34) | 0 | (34) |
| Balance at end of period | 11,369 | 6,842 | 18,211 | 11,901 | 26,354 | 38,255 |
As stated above, effective 1 January 2007, the 2007 Finance Law and the related implementing decrees introduced some changes to the regulations governing employees’ leaving entitlement, including the possibility for workers to choose where to allocate their employees’ leaving entitlement. The following table shows the main items relating to employees’ leaving indemnity and a reconciliation between the liability recognized in the Statement of Financial Position, the cost recognized in the Statement of Income and in the Statement of Comprehensive Income, and the main actuarial assumptions used:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| A. Change in defined benefit obligation | ||
| 1. Defined benefit obligation at end of prior year | 11,901 | 12,332 |
| 3. Interest expense | 374 | 398 |
| 4. Cash flows | ||
| Benefit payments from employer | (939) | (795) |
| 6. Remeasurements | ||
| Effect of changes in financial assumptions | (522) | (34) |
| Effect of experience adjustments | 555 | 0 |
| 8. Defined benefit obligation at end of year | 11,369 | 11,901 |
| B. Change in fair value of plan assets | ||
| 3. Cash flows | ||
| Total employer contributions | ||
| Employer direct benefit payments | 939 | 795 |
| Benefit payments from employer | (939) | (795) |
| E. Amounts recognized in the statement of financial position | ||
| 1. Defined benefit obligation | 11,369 | 11,901 |
| 3. Funded status | 11,369 | 11,901 |
| 5. Net liability (asset) | 11,369 | 11,901 |
| F. Components of defined benefit cost | ||
| 2. Net interest cost | ||
| Interest expense on DBO | 374 | 398 |
| Total net interest cost | 374 | 398 |
| 5. Defined benefit cost included in P&L | 374 | 398 |
| 6. Remeasurements (recognized in other comprehensive income) | ||
| Effect of changes in financial assumptions | (522) | (34) |
| Effect of experience adjustments | 555 | 0 |
| Total remeasurements included in OCI | 33 | (34) |
| 7. Total defined benefit cost recognized in P&L and OCI | 407 | 364 |
| G. Net defined benefit liability (asset) reconciliation | ||
| 1. Net defined benefit liability (asset) | 11,901 | 12,332 |
| 2. Defined benefit cost included in P&L | 374 | 398 |
| 3. Total remeasurements included in OCI | 33 | (34) |
| 5. Cash flows | ||
| Employer direct benefit payments | (939) | (795) |
| 8. Net defined benefit liability (asset) as of end of year | 11,369 | 11,901 |
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Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| H. Defined benefit obligation | ||
| 1. Defined benefit obligation by participant status | ||
| Actives | 11,369 | 11,901 |
| Total | 11,369 | 11,901 |
| J. Significant actuarial assumptions | ||
| Weighted-average assumptions to determine benefit obligations | ||
| 1. Discount rate | 3.80% | 3.30% |
| 2. Rate of salary increase | N/A | N/A |
| 3. Rate of price inflation | N/A | N/A |
| 4. Rate of pension increases | 1.75% | 1.80% |
| Weighted-average assumptions to determine defined benefit cost | ||
| 1. Discount rate | 3.30% | 3.40% |
| 2. Rate of salary increase | N/A | N/A |
| 3. Rate of price inflation | N/A | N/A |
| 4. Rate of pension increases | 1.80% | 2.00% |
| K. Sensitivity analysis | ||
| Present value of defined benefit obligation | ||
| Discount rate -25 basis points | 11,580 | 12,222 |
| Discount rate +25 basis points | 11,103 | 11,561 |
| Rate of salary increase -25 basis points | 11,338 | 11,886 |
| Rate of salary increase +25 basis points | 11,338 | 11,886 |
| % impact on the defined benefit obligation | ||
| Discount rate -25 basis points | 2.13% | 2.82% |
| Discount rate +25 basis points | -2.07% | -2.74% |
| Rate of salary increase -25 basis points | 0.00% | 0.00% |
| Rate of salary increase +25 basis points | 0.00% | 0.00% |
| Change in defined benefit obligation | ||
| Discount rate -25 basis points | 242 | 336 |
| Discount rate +25 basis points | (235) | (326) |
| Rate of salary increase -25 basis points | 0 | 0 |
| Rate of salary increase +25 basis points | 0 | 0 |
| Duration of defined benefit obligation | ||
| Weighted average duration of defined benefit obligation (in years) | 9 | 11 |
17. TRADE PAYABLES
At 31 December 2025, trade payables were broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Trade payables | 190,370 | 201,485 |
| Payables to subsidiaries | 33,823 | 32,157 |
| Payables to associates and joint ventures | 14,894 | 13,237 |
| Total | 239,087 | 246,879 |
18. CONTRACT LIABILITIES AND OTHER CURRENT PAYABLES
Other current payables at 31 December 2025 were broken down as follows:
(euro thousand)
| 31.12.2025 | 31.12.2024 | |
|---|---|---|
| Tax payables other than current tax | 9,167 | 8,938 |
| Social security payables | 19,067 | 22,021 |
| Payables to employees | 44,338 | 42,400 |
| Contract liabilities | 90,644 | 79,530 |
| Other payables | 12,046 | 8,782 |
| Total | 175,262 | 161,671 |
Item “Tax payables other than current taxes” included tax payables for withholdings primarily on employee earnings.Social security payables included contributions on employee remuneration paid in January 2026, plus accruals for contributions on deferred remuneration and performance bonuses. Payables to employees consisted of the amount payable for the December 2025 remuneration, paid in January 2026, provisions for holidays accrued but not taken and for performance bonuses. Item “Contract liabilities” amounted to €90,644 thousand (€79,530 thousand in 2024) and included grants received from customers towards development activities suspended until the conclusion of the development activity and released to the Statement of Income over the life of the product (2025: €13,906 thousand).
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
STATEMENT OF INCOME
19. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from contracts with customers was broken down as follows:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Revenue from sales of brake systems | 1,023,802 | 1,104,505 |
| Revenue from equipment | 10,153 | 9,420 |
| Revenue from study and design activities | 19,680 | 23,264 |
| Revenue from royalties | 100,665 | 116,575 |
| Total | 1,154,300 | 1,253,764 |
The breakdown by geographical area and application is reported here below:
| (euro thousand) | 31.12.2025 | % | 31.12.2024 | % | Change % |
|---|---|---|---|---|---|
| Italy | 231,127 | 20.0% | 234,727 | 18.7% | (3,600) -1.5% |
| Germany | 265,971 | 23.0% | 284,057 | 22.7% | (18,086) -6.4% |
| France | 44,426 | 3.8% | 39,320 | 3.1% | 5,106 13.0% |
| United Kingdom | 64,018 | 5.5% | 75,469 | 6.0% | (11,451) -15.2% |
| Other European countries | 298,526 | 25.9% | 333,952 | 26.7% | (35,426) -10.6% |
| India | 6,304 | 0.6% | 6,229 | 0.5% | 75 1.2% |
| China | 58,548 | 5.1% | 52,131 | 4.2% | 6,417 12.3% |
| Japan | 29,128 | 2.5% | 26,344 | 2.1% | 2,784 10.6% |
| Other Asian countries | 24,033 | 2.1% | 23,828 | 1.9% | 205 0.9% |
| North America (USA, Canada and Mexico) | 126,924 | 11.0% | 171,962 | 13.7% | (45,038) -26.2% |
| South America (Argentina and Brazil) | 4,160 | 0.4% | 4,031 | 0.3% | 129 3.2% |
| Other countries | 1,135 | 0.1% | 1,714 | 0.1% | (579) -33.8% |
| Net sales breakdown by geographical area | 1,154,300 | 100.0% | 1,253,764 | 100.0% | (99,464) |
| (euro thousand) | 31.12.2025 | % | 31.12.2024 | % | Change % |
|---|---|---|---|---|---|
| Passenger car | 790,704 | 68.5% | 800,787 | 63.9% | (10,083) -1.3% |
| Motorcycle | 139,717 | 12.1% | 178,709 | 14.2% | (38,992) -21.8% |
| Racing | 67,923 | 5.9% | 95,960 | 7.7% | (28,037) -29.2% |
| Commercial vehicle | 28,522 | 2.5% | 33,665 | 2.7% | (5,143) -15.3% |
| Miscellaneous | 127,434 | 11.0% | 144,643 | 11.5% | (17,209) -11.9% |
| Net sales breakdown by application | 1,154,300 | 100.0% | 1,253,764 | 100.0% | (99,464) |
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Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
21. OTHER REVENUES AND INCOME
This item is made up of:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Miscellaneous recharges | 69,428 | 62,788 |
| Gains on disposal of assets | 477 | 258 |
| Miscellaneous grants | 4,082 | 4,228 |
| Other revenues | 6,110 | 8,348 |
| Total | 80,097 | 75,622 |
Item “Miscellaneous recharges” includes amounts charged back to Group companies as stated in Annex 3. Item “Miscellaneous grants” referred to tax credits for R&D activities (€1,459 thousand) and the purchase of new assets (€522 thousand). The Company also received grants for R&D projects totalling €1,930 thousand, whereas the remainder referred to miscellaneous grants.
22. COSTS FOR CAPITALIZED INTERNAL WORKS
This item refers to the capitalization of development costs incurred during the year, amounting to €28,270 thousand compared to €24,971 thousand in 2024.
23. COST OF RAW MATERIALS, CONSUMABLES AND GOODS
This item, which also includes the effect arising from the change in inventories occurred in prior years, is broken down as follows:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Purchase of raw materials, semi- finished and finished products | 439,532 | 497,997 |
| Purchase of consumables | 38,958 | 39,190 |
| Total | 478,490 | 537,187 |
24. OTHER OPERATING COSTS
These costs are broken down as follows:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Transports | 24,741 | 26,255 |
| Maintenance, repairs and utilities | 52,225 | 55,150 |
| Contracted work | 91,720 | 86,813 |
| Leases | 27,091 | 23,089 |
| Other operating costs | 127,161 | 128,206 |
| Total | 322,938 | 319,513 |
Item “Other operating costs” mainly includes fees for legal, technical and commercial consulting, as well as the costs of travels, quality-related costs and insurance costs.
25. PERSONNEL EXPENSES
Personnel expenses are broken down:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Wages and salaries | 196,419 | 192,464 |
| Social security contributions | 58,333 | 57,803 |
| Employees' leaving entitlement and other personnel provisions | 14,127 | 12,248 |
| Other costs | 28,511 | 34,316 |
| Total | 297,390 | 296,831 |
The average number and the year-end number of Company employees, by category and compared to the previous year, were as follows:
| Managers | White-collars | Blue-collars | Total | |
|---|---|---|---|---|
| 2025 average | 108 | 1,737 | 1,543 | 3,388 |
| 2024 average | 102 | 1,714 | 1,585 | 3,401 |
| Change | 6 | 23 | (42) | (13) |
| Total at 31 December 2025 | 106 | 1,733 | 1,538 | 3,377 |
| Total at 31 December 2024 | 105 | 1,733 | 1,574 | 3,412 |
| Change | 1 | 0 | (36) | (35) |
No employees work at companies with registered offices in the Netherlands, as the Company’s actual and operating headquarters continue to be located in Italy.
26. DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES
This item is broken down as follows:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Amortization of intangible assets: | ||
| Development costs | 17,231 | 17,253 |
| Industrial patents and similar rights for original work | 1,749 | 1,553 |
| Licenses, trademarks and similar rights | 589 | 494 |
| Other intangible assets | 7,924 | 5,601 |
| Total | 27,493 | 24,901 |
| Depreciation of property, plant and equipment: | ||
| Buildings | 5,322 | 3,904 |
| Leased buildings | 2,000 | 6,093 |
| Plant and machinery | 26,832 | 26,972 |
| Industrial and commercial equipment | 11,227 | 11,056 |
| Other assets | 1,561 | 1,435 |
| Other leased assets | 2,138 | 2,086 |
| Total | 49,080 | 51,546 |
| Impairment losses: | ||
| Property, plant and equipment | 0 | 296 |
| Intangible assets | 344 | 2,528 |
| Total | 344 | 2,824 |
| Total amortization, depreciation and impairment losses | 76,917 | 79,271 |
Comments on impairment losses are provided in the notes to the Statement of Financial Position items.
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Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
27. NET INTEREST INCOME (EXPENSE)
This item is broken down as follows:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Exchange rate gains | 13,777 | 14,958 |
| Interest income | 27,324 | 37,099 |
| Total interest income | 41,101 | 52,057 |
| Exchange rate losses | (17,913) | (17,802) |
| Interests expense from employee's leaving entitlement and other personnel provisions | (374) | (398) |
| Lease interest expense | (982) | (1,786) |
| Interest expense | (34,901) | (37,585) |
| Total interest expense | (54,170) | (57,571) |
| Total net interest income (expense) | (13,069) | (5,514) |
Items “Exchange rate gains” and “Exchange rate losses” include the effects of the management of foreign exchange hedges undertaken through forward contracts for a positive amount of €4,842 thousand. For contracts of this type, generally the Company does not opt to apply hedge accounting pursuant to IFRS 9 since there is no formal designation of the hedged item and hedging instrument, in the belief that the representation of the impact of the strategy for hedging this risk on the Statement of Income and Statement of Financial Position is nonetheless assured.
28. INTEREST INCOME (EXPENSE) FROM INVESTMENTS
Interest income from investments amounted to €52,552 thousand (€84,511 thousand in 2024). This item mainly refers to the dividends received in 2025 from the subsidiaries Corporación Upwards ’98 S.A., Brembo Japan Co. Ltd., Brembo Scandinavia AB, AP Racing Ltd., Brembo Deutschland GmbH, Brembo India Pvt. Ltd., Brembo Poland Spolka Zo.o. and Brembo do Brasil Ltda. for a total amount of €43,091 thousand, as well as those received from the associates Brembo SGL Carbon Ceramics Brakes S.p.A. totalling €5,000 thousand. The item also includes the release of the write-down provision of the investment in Brembo do Brasil Ltda. for €5,800 thousand, the write-down of the investment in Infibra Technologies S.r.l. for €800 thousand and the write- down of the convertible bond issued during the reporting year against E-Novia S.p.A. for €539 thousand.
29. TAXES
This item is broken down as follows:
| (euro thousand) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Current taxes | 13,245 | 34,309 |
| Deferred taxes (assets) and liabilities | 8,363 | (3,973) |
| Prior years' taxes and other tax payables | 2,172 | 6,463 |
| Total | 23,780 | 36,799 |
The following is a reconciliation of theoretical and actual tax burden:
(euro thousand) | 31.12.2025 | 31.12.2024
| IRES | IRAP | IRES | IRAP
---|---:|---:|---:|---:
Pre-tax income A | 126,414 | 126,414 | 200,551 | 200,551
IRES/IRAP difference in taxable amount B | 0 | 253,999 | 0 | 219,122
C = A +/- B | 126,414 | 380,413 | 200,551 | 419,673
Applicable rate (%) D | 24.00% | 3.90% | 24.00% | 3.90%
Theoretical taxes E = D x C | 30,339 | 14,836 | 48,132 | 16,367
Effect on tax relief F | (547) | (10,555) | (920) | (10,331)
Fiscal effect on permanent differences: other non-taxed revenues, net of non-deductible costs G | (12,407) | (58) | (22,222) | (690)
Fiscal effect on temporary differences H | 3 | 22 | 0 | (363)
Other temporary differences I | (8,124) | (264) | 3,928 | 408
Current tax burden recognized through P&L M = sum (E - I) | 9,264 | 3,981 | 28,918 | 5,391
Deferred tax liabilities | (42) | 0 | (4) | (44)
(Deferred tax assets) | 8,163 | 242 | (3,924) | (1)
Effect on tax relief, including of prior years | 2,207 | (35) | 6,130 | 333
Total deferred tax (asset) and liabilities N | 10,328 | 207 | 2,202 | 288
Total tax burden recognized through P&L M+N | 19,592 | 4,188 | 31,120 | 5,679
In 2025, the actual tax rate was 18.8% (18.3% in 2024). The change in the tax rate for the reporting year was mainly attributable to lower dividends received in 2025 from foreign subsidiaries applying the participation exemption mechanism compared to those received in 2024.
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Sustainability Statement
Corporate Governance
Financial Statements
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2.
3.
4.# 5. Directors’ Report Corporate Highlights Vision and Mission Annexes to the Separate Financial Statements
Annex 1 LIST OF SHAREHOLDINGS IN SUBSIDIARIES
| Company | Headquarters | Share capital | Equity Value in euro exchange rate 31.12.2025 | Result before taxes | Net income (loss) for the period | Value in euro 2025 average exchange rate | Stake held by the company | Carrying value (euro) |
|---|---|---|---|---|---|---|---|---|
| AP Racing Ltd. | Coventry United Kingdom | Gbp 135,935 | 38,221,676 | 43,802,059 | 7,338,970 | 5,644,494 | 6,589,332 | 100.00% |
| Brembo Australia Pty Ltd | Melbourne Australia | Aud 300,000 | 291,763 | 165,954 | 7,991 | 5,593 | 3,194 | 100.00% |
| Brembo Czech S.r.o. | Ostrava-Hrabová Czech Republic | Czk 605,850,000 | 170,465,466 | 7,033,274 | (583,476,954) | (599,974,380) | (24,298,329) | 100.00% |
| Brembo Deutschland GmbH | Leinfelden-Echterdingen Germany | Eur 25,000 | 2,781,304 | 2,781,304 | 2,986,071 | 2,103,755 | 2,103,755 | 100.00% |
| Brembo France S.A.S. | Paris France | Eur 50,000 | 564,012 | 564,012 | 557,984 | 415,685 | 415,685 | 100.00% |
| Brembo Inspiration Lab Corp. | Sunnyvale, California USA | Usd 300,000 | 910,234 | 774,667 | 370,507 | 259,948 | 230,176 | 100.00% |
| Brembo Japan Co. Ltd. | Tokyo Japan | Jpy 11,000,000 | 521,020,620 | 2,830,247 | 103,860,623 | 66,281,249 | 392,323 | 100.00% |
| Brembo Nanjing Brake Systems Co. Ltd. | Nanjing China | Cny 492,030,169 | 1,502,326,481 | 182,627,030 | 197,759,697 | 148,208,643 | 18,263,668 | 100.00% |
| Brembo North America Inc. | Plymouth, Michigan USA | Usd 33,798,805 | 345,552,722 | 294,087,424 | 27,948,783 | 21,490,799 | 19,029,487 | 100.00% |
| Brembo Poland Spolka Zo.o. | Dąbrowa Górnizca Poland | Pln 144,879,500 | 2,383,345,906 | 564,640,110 | 271,295,447 | 218,859,565 | 51,627,661 | 100.00% |
| Brembo Reinsurance AG | Zürich Switzerland | Eur 6,148,533 | 17,592,997 | 17,592,997 | 3,384,673 | 2,875,399 | 2,875,399 | 100.00% |
| Brembo Russia LLC | Moscow Russia | Rub 1,250,000 | 98,502,724 | 1,054,843 | 12,120,490 | 8,026,304 | 85,224 | 100.00% |
| Brembo Scandinavia AB | Göteborg Sweden | Sek 4,500,000 | 23,101,017 | 2,134,734 | 8,900,713 | 7,037,049 | 635,991 | 100.00% |
| J.Juan S.A.U. | Barcelona Spain | Eur 150,260 | 61,746,831 | 61,746,831 | 164,305 | 1,311,816 | 1,311,816 | 100.00% |
| La.Cam (Lavorazioni Camune) S.r.l. | Stezzano (BG) Italy | Eur 100,000 | 20,276,444 | 20,276,444 | 2,550,450 | 1,881,268 | 1,881,268 | 100.00% |
| Öhlins Intressenter AB | Upplands Väsby Sweden | Sek 16,842,100 | 275,569,306 | 25,464,982 | 230,607 | 230,607 | 20,842 | 100.00% |
| Qingdao Brembo Trading Co. Ltd. | Qingdao China | Cny 1,365,700 | 242,690,667 | 29,502,161 | 105,804,592 | 78,868,035 | 9,718,864 | 100.00% |
| Brembo India Pvt. Ltd. | Pune India | Inr 140,000,000 | 7,447,208,091 | 70,525,141 | 2,672,883,047 | 1,988,511,306 | 20,195,180 | 99.99% |
| Brembo do Brasil Ltda. | Betim Brazil | Brl 159,136,227 | 177,529,113 | 27,582,052 | 25,855,473 | 21,810,254 | 3,458,907 | 99.99% |
| Brembo Thailand Ltd. | Bangkok Thailand | Thb 273,280,000 | (33,069,034) | (888,523) | (290,402,507) | (244,718,919) | (6,595,278) | 99.99% |
| Corporación Upwards ’98 S.A. | Zaragoza Spain | Eur 498,043 | 21,425,281 | 21,425,281 | 5,278,367 | 3,957,541 | 3,957,541 | 68.00% |
| Brembo Huilian (Langfang) Brake Systems Co. Ltd. | Langfang China | Cny 170,549,133 | 645,751,813 | 78,499,406 | 112,427,899 | 95,509,241 | 11,769,550 | 66.00% |
| Brembo (Nanjing) Automobile Components Co. Ltd. | Nanjing China | Cny 226,565,500 | 1,314,295,828 | 159,769,496 | 233,712,791 | 185,186,542 | 22,820,434 | 60.00% |
| SBS Friction A/S | Svendborg Denmark | Dkk 12,001,000 | 74,219,784 | 9,937,177 | 14,343,858 | 11,408,244 | 1,528,563 | 60.00% |
| Brembo México S.A. de C.V. | Apodaca Mexico | Usd 70,428,836 | 251,857,157 | 214,346,518 | 19,234,918 | 12,219,564 | 10,820,074 | 49.00% |
Data refers to the financial statements prepared in accordance with IFRS.
2025 Brembo Annual Report 271
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
Annex 2 LIST OF SHAREHOLDINGS IN ASSOCIATES AND JOINT VENTURES
| Company | Headquarters | Share capital | Equity Value in euro exchange rate 31.12.2025 | Net income (loss) for the period | Value in euro 2025 average exchange rate | Stake held by the company | Carrying value (euro) |
|---|---|---|---|---|---|---|---|
| Brembo SGL Carbon Ceramics S.p.A. | Stezzano Italy | Eur 4,000,000 | 46,336,307 | 46,336,307 | 4,391,370 | 4,391,370 | 50.00% |
| Shandong BRGP Friction Technology Co. Ltd. | Jinan China | Cny 124,900,000 | 149,403,128 | 18,161,864 | 25,178,611 | 3,060,783 | 50.00% |
| Petroceramics S.p.A. | Milan Italy | Eur 123,750 | 8,324,516 | 8,324,516 | 693,810 | 693,810 | 20.00% |
| Infibra Technologies S.r.l. | Pisa Italy | Eur 53,133 | 617,856 | 617,856 | 0 | 0 | 20.00% |
Data refers to the financial statements prepared in accordance with IFRS.
2025 Brembo Annual Report 272
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
Annex 3 WEIGHT OF RELATED PARTY TRANSACTIONS (Euro)
| 31.12.2025 | % | 31.12.2024 | % | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying value | Related parties | Key management personnel | Other companies | Subsidiaries, associates and JVS | Total | Related parties | Key management personnel | Other companies | Subsidiaries, associates and JVS | Total | ||
| a) Weight of transactions or positions with related parties on items of the Statement of Financial Position | ||||||||||||
| Other non-current financial assets | 163,872 | 163,799 | 0 | 0 | 163,799 | 99.96 | 69 | 0 | 0 | 0 | 0.00 | |
| Trade receivables | 260,627 | 141,783 | 15 | 11 | 141,756 | 54.40 | 286,734 | 168,087 | 7 | 6 | 168,074 | 58.62 |
| Other current financial assets | 85,247 | 85,175 | 0 | 0 | 85,175 | 99.92 | 243,097 | 243,025 | 0 | 0 | 243,025 | 99.97 |
| Employee benefits | (18,211) | (3,334) | (3,334) | 0 | 0 | 18.31 | (38,255) | (13,085) | (13,085) | 0 | 0 | 34.20 |
| Other current financial payables | (175,208) | (175,056) | 0 | 0 | (175,056) | 99.91 | (194,917) | (194,658) | 0 | 0 | (194,658) | 99.87 |
| Trade payables | (239,087) | (49,214) | (16) | (481) | (48,717) | 20.58 | (246,879) | (45,816) | 0 | (422) | (45,394) | 18.56 |
| Other current liabilities | (84,618) | (3,708) | (3,579) | 0 | (129) | 4.38 | (82,141) | (4,678) | (4,548) | 0 | (130) | 5.70 |
| b) Weight of transactions or positions with related parties on items of the Statement of Income | ||||||||||||
| Revenue from contracts with customers | 1,154,300 | 209,793 | 0 | 11 | 209,782 | 18.17 | 1,253,764 | 229,574 | 0 | 5 | 229,569 | 18.31 |
| Other revenues and income | 80,097 | 69,778 | 28 | 1,204 | 68,547 | 87.12 | 75,622 | 61,632 | 27 | 11 | 61,594 | 81.50 |
| Raw materials, consumables and goods | (478,490) | (169,595) | 0 | (18) | (169,577) | 35.44 | (537,187) | (181,911) | 0 | (25) | (181,886) | 33.86 |
| Other operating costs | (322,938) | (42,746) | (6,675) | (1,392) | (34,679) | 13.24 | (319,513) | (38,802) | (7,174) | (1,381) | (30,247) | 12.14 |
| Personnel expenses | (297,390) | (5,971) | (5,867) | (103) | (1) | 2.01 | (296,831) | (6,333) | (6,235) | (98) | 0 | 2.13 |
| Net interest income (expense) | (13,069) | 10,598 | 0 | 0 | 10,598 | -81.09 | (5,514) | 14,020 | (288) | 0 | 14,308 | -254.26 |
| Interest income (expense) from investments | 52,552 | 48,209 | 118 | 0 | 48,091 | 91.74 | 84,511 | 74,866 | 0 | 11,048 | 63,818 | 88.59 |
2025 Brembo Annual Report 273
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.5 Board of Directors’ Statements
Based on the assessment performed, the Board of Directors believes that, as of 31 December 2025, the Group’s and the Company’s internal control over financial reporting is considered effective and that: the Control Risks and Sustainability Committee and Internal Audit Global Central Function (GCF) paragraphs provide sufficient insights into any failings in the effectiveness of the internal risk management and control systems with regard to the risks as referred to in best practice provision 1.2.1 of the New Dutch Corporate Governance Code; the internal risk management and control systems are designed to provide reasonable assurance that the financial reporting does not contain any material inaccuracies; based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern; the Management Board Report states those material risks and uncertainties that are relevant to the expectation of the Company’s continuity for the period of twelve months after the preparation of the report, as referred to in best practice provision 1.2.1 of the Dutch Corporate Governance Code.
Bergamo, 18 March 2026
BOARD OF DIRECTORS
Matteo Tiraboschi Daniele Schillaci
Executive Chairman Chief Executive Officer
Cristina Bombassei Giancarlo Dallera
Executive Director Non-Executive and Independent Director
Elisabetta Magistretti Umberto Nicodano
Non-Executive and Independent Director Non-executive Director
Elizabeth M. Robinson Gianfelice Rocca
Non-Executive and Independent Director Non-Executive and Independent Director
Michela Schizzi Manuela Soffientini
Non-Executive and Independent Director Non-Executive and Independent Director
Roberto Vavassori
Executive Director
2025 Brembo Annual Report 274
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
5.6 Independent Auditors’ Reports
2025 Brembo Annual Report 275
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
2025 Brembo Annual Report 276
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
2025 Brembo Annual Report 277
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
Directors’ Report
Corporate Highlights
Vision and Mission
2025 Brembo Annual Report 278
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.# Directors’ Report
Corporate Highlights
Vision and Mission
5.7 Limited Assurance-Report of the Independent Auditor on the Sustainability Statement
2025 Brembo Annual Report 279
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
2025 Brembo Annual Report 280
Index
Letter from the Executive Chairman
Sustainability Statement
Corporate Governance
Financial Statements
1. Directors’ Report
2. Corporate Highlights
3. Vision and Mission
Brembo N.V.
Registered offices: Amsterdam (NL)
Business and Corporate Address: Via Stezzano 87 – 24126 Bergamo – Italy
Share capital: €8,821,963
Bergamo Register of Companies Tax Code and VAT Code no. 00222620163
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|---|---|---|---|---|---|
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| Unit |
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