1) Proposal for the distribution of profit of the Parent Company Brembo S.p.A.
A gross ordinary dividend of €1.00 per ordinary share outstanding at ex-coupon date; • the remaining amount carried forward. It will also be proposed that dividends should be paid as of 24 May 2017, ex-coupon No. 26 on 22 May 2017 (record date: 23 May 2017).
2) Voluntary withdrawal from the STAR (high requirements securities) segment
The General Shareholders’ Meeting will be called upon to resolve on whether to voluntarily withdraw Brembo’s shares from the STAR segment of Borsa Italiana.
This decision is motivated by the constant, significant increase in the market value of the shares and thus of market capitalisation, which at over €4 billion is now stably above the maximum amount of €1 billion envisaged in the requirements for inclusion in the STAR segment (exceeding the threshold does not automatically result in exclusion).
The Board of Directors has decided that the recent inclusion of Brembo’s shares in the FTSE MIB index (with effect from 2 January 2017), the main
Borsa Italiana share index, represents clear recognition of the successes achieved by the Company in terms of growth and international development and that the size requirements for remaining in the STAR segment have ceased to be met. The Company is committed to upholding its current principles of governance and transparency of information to protect all investors and will continue to draw its inspiration from international best practices in the area of corporate governance, thus ensuring continuity and consistency with the requirements observed by the Company until now.
3) Five-for-one stock split
The Shareholders’ Meeting will be called upon to approve a stock split of the current 66,784,450 ordinary shares (without nominal value) into 333,922,250 ordinary shares with the same characteristics, through the cancellation of the current ordinary shares and the assignment of five newly issued shares for each share withdrawn and cancelled. The transaction will entail a reduction of the book value of each share but will not have any effect on the amount of the Company’s capital or the characteristics of its shares.
The split is motivated by the Company’s constant growth, as a result of which its shares have performed extremely well over time and have already posted a considerable increase in market value compared to the initial offering price.
The Board of Directors believes it is advisable to propose this split in order to facilitate trading of the shares by increasing the liquidity of the stock and making it attractive to a broader set of investors. The split is scheduled to take effect on 29 May 2017, and thus after the payment of the dividend (as illustrated above: ex-dividend date of 22 May, record date of 23 May and payment on 24 May).
Starting from 29 May 2017 the shares will be identified by a new ISIN code. Since the shares have been dematerialised, shareholders will not be required to take any action to receive their new shares. The procedure will take place automatically through intermediaries participating in the management system of Monte Titoli S.p.A.
4) Plan for the Buy-back and Sale of Own Shares
Today, the Board of Directors also approved the proposal for a new buy-back plan to be submitted to the forthcoming General Shareholders’ Meeting, with the purpose of:
• undertaking any investments, directly or through intermediaries, including aimed at containing abnormal movements in stock prices, stabilising stock trading and prices, supporting the liquidity of Company’s stock on the market, so as to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• carrying out, in accordance with the Company’s strategic guidelines, share capital transactions or other transactions which make it necessary or appropriate to swap or transfer share packages through exchange, contribution, or any other available methods;
• buying back own shares as a medium-/long-term investment.
The proposal allows the Board of Directors to purchase and/or dispose of, in one or more tranches, up to a maximum of 1,600,000 ordinary shares, for a minimum price of no more than 10% below the price of the shares during the trading session on the day before each transaction is undertaken and for a maximum price of no more than 10% above the price of the shares during the trading session on the day before each transaction is undertaken. Authorisation will be requested for a period of 18 months form the date of the resolution by the General Shareholders' Meeting and for a maximum amount of €120,000,000, which is fully covered by the available net reserves on the books.
At present, the Company holds 1,747,000 own shares representing 2.616% of share capital. If the stock split illustrated under point 3) is approved, the values indicated above are to be understood as modified in proportion to the split of the book value of the shares.