Brembo SpA | 2021

Etica Sgr’s voting

For the following items, Etica Sgr did not vote according to management recommendations:

2. Proposal for the allocation of profits and losses for the year. Inherent and consequent resolutions.

Etica Sgr abstained. From a long-term perspective, the dividend payout ratio was deemed to be excessive, in relation to the simultaneous share buyback transaction, for a company that operates in a sector which, in 2020, was affected by the drop in demand due to the COVID-19 emergency and which consequently had to make use of the social welfare measures in 2020. In this regard, appreciation is expressed for the decision, taken in 2020, to waive dividend distribution due to the pandemic emergency and with a view to capital allocation oriented towards long-term growth.

6.1 Report on the 2021 remuneration policy and compensation paid in 2020:
Review of Section I prepared pursuant to Article 123-ter, paragraph 3, of Legislative Decree no. 58 of 24 February 1998, (i.e. 2021 remuneration policy). Resolutions pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree no. 58 of 24 February 1998.

Etica Sgr voted against because not all of the criteria specified in the Engagement Policy were satisfied. In particular, it observed a broad ability to use discretion in awarding bonuses.

6.2.Report on the 2021 remuneration policy and compensation paid in 2020:
Review of Section II prepared pursuant to Article 123-ter, paragraph 4, of Legislative Decree no. 58 of 24 February 1998, (i.e. compensation paid in 2020). Resolutions pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58 of 24 February 1998.

Etica Sgr voted against because not all of the criteria specified in the Engagement Policy were satisfied. In particular, in 2020 a considerable retention bonus was awarded to the CEO following the awarding of a welcome bonus of equal value in the previous financial year, without adequate explanation of the reasons that led to this decision.

Other items on the Agenda

Etica Sgr voted in favour of all remaining items on the Agenda because they were consistent with Etica Sgr’s Engagement Policy.

Agenda

Ordinary business

1. Presentation of the Financial Statements of Brembo S.p.A. for the year ended 31 December 2020,with the Directors’ Report on Operations, the Statutory Auditors’ Report, the Independent Auditors’ Report and the Attestation of the Manager in charge of the Company’s Financial Reports.
   Relevant and ensuing resolutions.
   FOR 1.4
2. Allocation of profit for the year. Relevant and ensuing resolutions.
   ABSTAIN 1.4
3. Presentation of the Consolidated Financial Statements of the Brembo Group for the year ended 31 December 2020, with the Directors’ Report on Operations, the Statutory Auditors’ Report, the Independent Auditors’ Report and the Attestation of the Manager in charge of Company’s Financial Reports.
   DO NOT VOTE 1.4
4. Presentation of the Consolidated Disclosure of Non-Financial Information of the Brembo Group for the year ended 31 December 2020, pursuant to Legislative Decree No. 254 of 30 December 2016.
   DO NOT VOTE 1.4
5. Authorisation for the buy-back and disposal of own shares. Relevant and ensuing resolutions.
   FOR 1.2
6. 1. Report on the Remuneration Policy for 2021 and Remuneration Paid in 2020: examination of Section I, drawn up pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58 of 24 February 1998 (i.e., Remuneration policy for 2021). Resolutions pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58 of 24 February 1998;
      AGAINST 1.3
   2. Report on the Remuneration Policy for 2021 and Remuneration Paid in 2020: examination of Section II, drawn up pursuant to Article 123-ter, paragraph 4, of Legislative Decree No. 58 of 24 February 1998 (i.e., Remuneration paid in 2020). Resolutions pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of 24 February 1998.
      AGAINST 1.3
7. Engagement of the independent auditing firm for the period 2022–2030 and determination of the associated fees. Relevant and ensuing resolutions.
   FOR 1.5

Extraordinary business

1. Amendments to Articles
   1. Amendments to Articles 1 and 4 of Brembo S.p.A.’s By-laws: Amendments to Article 4;
      FOR n.a.
   2. Amendments to Articles 1 and 4 of Brembo S.p.A.’s By-laws: Amendment to Article 1.
      Relevant and ensuing resolutions.
      FOR n.a.