Approval of the Consolidated Disclosure of Non-Financial Information for 2022
Brembo’s Board of Directors examined and approved the Consolidated Disclosure of Non-Financial Information for 2022 pursuant to Legislative Decree No. 254/2016.
This Disclosure, drawn up in compliance with the Guidelines of the Global Reporting Initiative (GRI Universal Standards), describes the Company’s business model, the Group’s strategies and policies, the actions implemented and the results achieved in pursuing sustainable development, while taking account of the expectations of the stakeholders involved and seeking constant improvement of the corporate activities' environmental and social impacts.
In the materiality analysis process, Brembo has applied the GRI 3 standards assessing the Company's significant impacts on economy, the environment and people, including with regard to human rights. Brembo has also applied, in advance and on a voluntary basis, the double materiality assessment, which will become mandatory in 2025 with the entry into force of the new Corporate Sustainability Reporting Directive. 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.
Calling of General Shareholders' Meeting – 20 April 2023
Today, the Board of Directors called the General Shareholders’ Meeting on 20 April 2023 at 10:30 a.m. (CET).
In light of the extension of the emergency measures on the holding of general meetings, as per Italian Law No. 14 of 24 February 2023, shareholders’ attendance and exercise of the voting rights shall take place solely by granting a proxy to the Designated Representative, i.e., Computershare S.p.A., appointed pursuant to Article 135-undecies of TUF.
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 items on the Agenda, the Board of Directors 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 2022.
2) The following proposal for the distribution of profit of the Parent Brembo S.p.A.:
- a gross ordinary dividend of €0.28 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 2023, ex-coupon No. 6 on 22 May 2023 (record date: 23 May 2023).
3) Appointment of the Board of Directors and Board of Statutory Auditors. The guidelines of the outgoing Board of Directors on the selection of candidates for the new Board are available on the website www.brembo.com, Investors, For Shareholders, Shareholders’ Meeting.
4) Report on Remuneration Policy for 2023 and Remuneration Paid in 2022.
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 the Company’s stock on the market, so as to foster the regular 4 / 9 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.
The first months of 2023 saw a positive performance in terms of volumes and utilisation of the production capacity; barring significant changes in the current macro-economic and geopolitical context, Brembo expects an increase in revenues in the mid-single digit range for the current year compared to the previous year.
The manager in charge of the Company’s financial reports Andrea Pazzi, declares, pursuant to paragraph 2 of Article 154-bis of Italy's Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting records.
Annexed hereto are the Statement of Income, Statement of Financial Position and Statement of Cash Flows, which are currently being audited.