Approval of Consolidated Disclosure of Non-Financial Information for 2020
Brembo’s Board of Directors examined and approved the Consolidated Disclosure of Non-Financial Information for 2020 pursuant to Legislative Decree No. 254/2016.
This Disclosure, drawn up in compliance with the Guidelines of the Global Reporting Initiative (GRI standards), describes the Company’s business model, the Group’s strategies and policies, the actions implemented and the results achieved in pursuing its sustainable economic growth, while taking account of the expectations of the stakeholders involved and seeking constant improvement of the environmental and social impacts of corporate activities. The Disclosure will be made available to the public on the Group’s website within the terms established by applicable laws.
Calling of General Shareholders' Meeting – 22 April 2021
Today, the Board of Directors has called the General Shareholders’ Meeting on 22 April 2021 at 10:30 am, specifying that, in light of the ongoing health emergency, shareholders will
only be able to participate in the Shareholders’ Meeting by
granting a proxy to the Designated Representative, identified pursuant to Article 135-undecies of TUF, as Computershare S.p.A. Accordingly, individual shareholders will not be allowed to attend in physical presence. The instructions and form for granting, at no charge, the proxy and the documentation related to General Shareholders' Meeting will be available, within the terms established by applicable laws, on the website www.brembo.com, Investors, For Shareholders, Shareholders’ Meeting.
Among the main items on the agenda, the Board of Directors has resolved to submit the following matters to the forthcoming session of the General Shareholders’ Meeting.
During the ordinary session:
1) Examination and approval of the Financial Statements for the year ended at 31 December 2020.
2) The following proposal for the distribution of profit of the Parent Brembo S.p.A:
- a gross ordinary dividend of €0.22 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 26 May 2021, ex-coupon No. 3 on 24 May 2021 (record date: 25 May 2021).
3) Report on Remuneration Policy for 2021 and Remuneration Paid in 2020 by the Brembo Group.
4) Engagement of the independent auditing firm for the period 2022–2030.
5) Plan for the buy-back and sale of own shares with the following objectives:
- 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; and
- buying back own shares as a medium-/long-term investment.
The proposal envisages that the Board of Directors may purchase, in one or more tranches, up to a maximum of 8,000,000 ordinary shares, for a minimum price not lower than the closing price of the shares during the trading session on the day before each transaction is undertaken, reduced by 10%, and for a maximum price not higher than the closing price of the shares during the trading session on the day before each transaction is undertaken, increased by 10%.
With reference to the disposal of own shares, the Board of Directors will define, from time to time, in accordance with applicable legislation and/or allowed market practices, the criteria to set the relevant consideration and/or methods, terms and conditions to use own shares in portfolio, taking due account of the realisation methods applied, the price trend of the stock in the period before the transaction and the best interest of the Company.
The authorisation is requested for a period of 18 months from the date of the resolution by the General Shareholders' Meeting and for a maximum purchasing amount of €144,000,000, which is adequately covered by the available net reserves recognised in the balance sheet. At present, the Company holds 10,035,000 own shares representing 3.005% of share capital.
During the extraordinary session:
- Amendments to Articles 1 (Name) and 4 (Purpose) of the By-laws. Amendment to Article 4 aims at extending the Company’s purpose in order to bring it into line with the automotive market’s technological evolution, with a view to supporting the Group’s partners also in light of the new mobility paradigms such as electric vehicles, autonomous driving, and digitalisation.
Amendment to Article 1 refers to the change of the company name from Freni Brembo S.p.A. to Brembo S.p.A.
Right of withdrawal
Shareholders who do not contribute to the approval of the resolution on the amendment to Article 4 of the By-laws (i.e., shareholders who do not participate in the General Shareholders’ Meeting, or who participate but either vote against the proposed resolution or abstain from the vote) will be entitled to exercise the right of withdrawal pursuant to Article 2437, paragraph 1(a), of the Italian Civil Code within 15 days of the registration of the minutes of the General Shareholders’ Meeting with the Companies Register.
The liquidation price to be paid to the shareholders who exercise the right of withdrawal is €10.036 per Brembo share. This price was calculated, in accordance with Article 2437-ter, paragraph 3, of the Italian Civil Code, as the arithmetic average of the closing prices of Brembo shares (on the basis 5/10 of the official quotations provided by Borsa Italiana) during the six months prior to the date of publication of the notice of calling of the General Shareholders’ Meeting (which will occur today).
Once the 15-day period ends, Brembo shares for which the right of withdrawal has been exercised will be offered on option to shareholders who have not exercised the right of withdrawal on the basis of the option ratio to be determined by the Board of Directors according to the shares subject to withdrawal. Any shares not placed within the framework of the option offering may be offered to third parties; any shares that remain and that have not been sold must be redeemed by purchase by the Company.
Our year-start orders backlog and the full utilisation of production capacity allow us to look with confidence towards 2021, despite the ongoing uncertainty on the development of the pandemic.
Executive Deputy Chairman
Ph. +39 035 605 2090
Head of Investor Relations
Ph. +39 035 605 2145
Chief Communication Officer
Ph. +39 035 605 5787