BREMBO N.V. BREMBO S.p.A.
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
HELD ON APRIL 23rd, 2024
At the Shareholders' Meeting n. 403 Shareholders attended by proxy
representing n. 255,378,395 ordinary shares equal to 76.478400% of the ordinary share capital and n. 434,130,960 votes equal to 84.627779% of the voting rights related to the share capital.
SUMMARY REPORT OF THE VOTES ON THE ITEM OF THE AGENDA
Ordinary Session
1. Presentation of the Financial Statements of Brembo S.p.A. for the year ended on 31st December 2023, 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. Related and ensuing resolutions
N. SHAREHOLDERS | % OF VOTES ATTENDING TO THE | % OF VOTES ON THE | ||
(IN OWN OR BY | N. VOTES | |||
MEETING | TOTAL VOTING RIGHTS | |||
PROXY) | ||||
In favour | 400 | 428,373,709 | 98.673845 | 83.505483 |
Against | 0 | 0 | 0.000000 | 0.000000 |
Abstensions | 3 | 5,757,251 | 1.326155 | 1.122296 |
Non Voting | 0 | 0 | 0.000000 | 0.000000 |
Total | 403 | 434,130,960 | 100.000000 | 84.627779 |
2. Allocation of profit for the year. Related and ensuing resolutions.
N. SHAREHOLDERS | % OF VOTES ATTENDING TO THE | % OF VOTES ON THE | ||
(IN OWN OR BY | N. VOTES | |||
MEETING | TOTAL VOTING RIGHTS | |||
PROXY) | ||||
In favour | 402 | 434,130,930 | 99.999993 | 84.627773 |
Against | 0 | 0 | 0.000000 | 0.000000 |
Abstensions | 1 | 30 | 0.000007 | 0.000006 |
Non Voting | 0 | 0 | 0.000000 | 0.000000 |
Total | 403 | 434,130,960 | 100.000000 | 84.627779 |
Brembo S.p.A. Shareholders' Meeting - Stezzano, April 23rd, 2024 - pag.1/4
3. Presentation of the Consolidated Financial Statements of the Brembo Group for the year ended on 31st December 2023, with t he 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.
NO RESOLUTION IS REQUESTED
4.Presentation of the Consolidated Statement on Non-Financial Information of the Brembo Group for the year ended on 31st December 2023, according to the Legislative Decree No. 254 of 30th December 2016.
NO RESOLUTION IS REQUESTED
5. Report on the Remuneration Policy for 2024 and Remuneration Paid in 2023: examination of Section I, drawn up pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58 of 24th February 1998 (i.e., Remuneration policy for 2024). Resolutions pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58 of 24th February 1998
N. SHAREHOLDERS | % OF VOTES ATTENDING TO THE | % OF VOTES ON THE | ||
(IN OWN OR BY | N. VOTES | |||
MEETING | TOTAL VOTING RIGHTS | |||
PROXY) | ||||
In favour | 64 | 364,381,389 | 83.933518 | 71.031072 |
Against | 337 | 69,374,541 | 15.980095 | 13.523600 |
Abstensions | 2 | 375,030 | 0.086386 | 0.073107 |
Non Voting | 0 | 0 | 0.000000 | 0.000000 |
Total | 403 | 434,130,960 | 100.000000 | 84.627779 |
6. Report on the Remuneration Policy for 2024 and Remuneration Paid in 2023: examination of Section II, drawn up pursuant to Article 123-ter, paragraph 4, of Legislative Decree No. 58 of 24th February 1998 (i.e., Remuneration paid in 2023). Resolutions pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of 24th February 1998.
N. SHAREHOLDERS | % OF VOTES ATTENDING TO THE | % OF VOTES ON THE | ||
(IN OWN OR BY | N. VOTES | |||
MEETING | TOTAL VOTING RIGHTS | |||
PROXY) | ||||
In favour | 74 | 369,897,408 | 85.204107 | 72.106343 |
Against | 328 | 64,233,522 | 14.795886 | 12.521430 |
Abstensions | 1 | 30 | 0.000007 | 0.000006 |
Non Voting | 0 | 0 | 0.000000 | 0.000000 |
Total | 403 | 434,130,960 | 100.000000 | 84.627779 |
Brembo S.p.A. Shareholders' Meeting - Stezzano, April 23rd, 2024 - pag.2/4
7. Authorisation to purchase treasury shares, prior revocation of the previous authorisation granted by the Shareholders Meeting of 20 April 2023, for any portion not executed. Relevant and ensuing resolutions.
N. SHAREHOLDERS | % OF VOTES ATTENDING TO THE | % OF VOTES ON THE | ||
(IN OWN OR BY | N. VOTES | |||
MEETING | TOTAL VOTING RIGHTS | |||
PROXY) | ||||
In favour | 398 | 433,709,146 | 99.902837 | 84.545552 |
Against | 4 | 421,784 | 0.097156 | 0.082221 |
Abstensions | 1 | 30 | 0.000007 | 0.000006 |
Non Voting | 0 | 0 | 0.000000 | 0.000000 |
Total | 403 | 434,130,960 | 100.000000 | 84.627779 |
Extraordinary Session
1. Amendments to the text of the Articles of Association as approved by the Shareholders Meeting dated 27th July 2023, operative from the effective date of the relocation of the Company's registered office in the Netherlands. Related and ensuing resolutions.
1.1 Amendment to the Article 4 ("Objects of the Company");
N. SHAREHOLDERS | % OF VOTES ATTENDING TO THE | % OF VOTES ON THE | ||
(IN OWN OR BY | N. VOTES | |||
MEETING | TOTAL VOTING RIGHTS | |||
PROXY) | ||||
In favour | 402 | 434,130,930 | 99.999993 | 84.627773 |
Against | 0 | 0 | 0.000000 | 0.000000 |
Abstensions | 1 | 30 | 0.000007 | 0.000006 |
Non Voting | 0 | 0 | 0.000000 | 0.000000 |
Total | 403 | 434,130,960 | 100.000000 | 84.627779 |
Brembo S.p.A. Shareholders' Meeting - Stezzano, April 23rd, 2024 - pag.3/4
1.2 Confirmation and ratification of the authorised capital and of the amount of shares, as set out in Articles 5.1 and 5.2 ("Authorised capital and Shares");
N. SHAREHOLDERS | % OF VOTES ATTENDING TO THE | % OF VOTES ON THE | ||
(IN OWN OR BY | N. VOTES | |||
MEETING | TOTAL VOTING RIGHTS | |||
PROXY) | ||||
In favour | 35 | 362,952,240 | 83.604321 | 70.752480 |
Against | 353 | 61,783,418 | 14.231516 | 12.043816 |
Abstensions | 15 | 9,395,302 | 2.164163 | 1.831483 |
Non Voting | 0 | 0 | 0.000000 | 0.000000 |
Total | 403 | 434,130,960 | 100.000000 | 84.627779 |
1.3 Insertion of a new Article 45 ("Transitional Provisions").
N. SHAREHOLDERS | % OF VOTES ATTENDING TO THE | % OF VOTES ON THE | ||
(IN OWN OR BY | N. VOTES | |||
MEETING | TOTAL VOTING RIGHTS | |||
PROXY) | ||||
In favour | 34 | 362,577,240 | 83.517941 | 70. 679379 |
Against | 354 | 62,158,418 | 14.317896 | 12.116917 |
Abstensions | 15 | 9,395,302 | 2.164163 | 1.831483 |
Non Voting | 0 | 0 | 0.000000 | 0.000000 |
Total | 403 | 434,130,960 | 100.000000 | 84.627779 |
Brembo S.p.A. Shareholders' Meeting - Stezzano, April 23rd, 2024 - pag.4/4
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Brembo S.p.A. published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2024 12:56:06 UTC.
