Approval of Consolidated Disclosure of Non-Financial Information for 2021
Brembo’s Board of Directors examined and approved the Consolidated Disclosure of Non-Financial Information for 2021 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 and will be submitted to the forthcoming General Shareholders’ Meeting.
Foreseeable Evolution
The first months of 2022 showed positive results in terms of volumes and full utilisation of production capacity. We are paying close attention to the developments of the Russia-Ukraine crisis. The direct impact on the Group is limited, as it has no production sites in the area and the exposure to local customers is moderate, nonetheless we are closely monitoring commodity supplies and production costs.
Calling of General Shareholders' Meeting – 21 April 2022
Today, the Board of Directors has called the General Shareholders’ Meeting on 21 April 2022 at 10:30 am, specifying that, in light of the still applicable pandemic restrictions, shareholders will
only be able to participate in the Shareholders’ Meeting
by granting proxy authorisation 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 the General Shareholders' Meeting will be available, within the terms established by applicable laws, from the website www.brembo.com, Investors, For Shareholders, Shareholders’ Meeting.
Among the items on the agenda, the Board of Directors has resolved to submit the following matters to the forthcoming General Shareholders’ Meeting:
1) Examination and approval of the Financial Statements for the year ended 31 December 2021.
2) The following proposal for the distribution of profit of the Parent Brembo S.p.A:
- a gross ordinary dividend of €0.27 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 25 May 2022, ex-coupon No. 5 on 23 May 2022 (record date: 24 May 2022).
3) Report on Remuneration Policy for 2022 and Remuneration Paid in 2021;
4) 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 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 legal 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.
Resignation of Director Laura Cioli and Co-option of Director Manuela Soffientini
Brembo S.p.A. announces that Independent Director Laura Cioli resigned from her position as member of Brembo’s Board of Directors due to the number of positions held following a new professional assignment. Brembo would like to thank Laura Cioli for her contribution and the commitment shown to the Company over the years.
Laura Cioli had joined Brembo’s Board of Directors on 20 April 2017 as Independent Director. She was also Chairwoman of the Audit, Risk & Sustainability Committee and member of the Remuneration & Appointments Committee.
At the date of her resignation, Laura Cioli did not hold any company shares.
The Board of Directors has therefore co-opted Manuela Soffientini as new Independent Director and member of the Audit, Risk & Sustainability Committee and of the Remuneration & Appointments Committee.
Manuela Soffientini is Chairwoman of Electrolux Italia S.p.A., as well as Chairwoman and CEO of Electrolux Appliances S.p.A. She is a member of Confindustria’s General Board and Federmeccanica’s Advisory Board and Director of Banco BPM. With a Bachelor’s Degree in Economics from the Catholic University of the Sacred Heart of Milan, she has taken on roles of increasing responsibility in primary companies such as Henkel and Philips, before joining Electrolux in 2012.
The Director’s resume is available at
Governing Boards and Committees, while the additional information has been filed with the Company’s registered office. At the date of her co-option, Manuela Soffientini did not hold any company shares.
In addition, Independent Director Elisabetta Magistretti was appointed Chairwoman of the Audit, Risk & Sustainability Committee.
