Description of the Special Voting Mechanism
The new Articles of Association and the new “SVS Terms and Conditions” provide for nine (9) different classes of Special Voting Shares (numbered as A, B, C, D, E, F, G, H and I), which allocate an increasing progressive number of votes from 1 to 9 each, and which will be issued and allotted to loyal shareholders, based on the holding period of their Ordinary Shares.
In order to obtain the benefits associated with the Special Voting Mechanism, the shareholder must register his/her/its Ordinary Shares in the special Dutch loyalty register established by Brembo (the “Loyalty Register”) and managed by Computershare S.p.A. ("Computershare") as agent of Brembo for the Special Voting Mechanism.
After one year has elapsed since the registration of an Ordinary Share in the Loyalty Register, the Company will assign one Special Voting Share A (granting 1 additional vote) for each Ordinary Share held for a continuous period of one year and, therefore, the relevant shareholder will be entitled to exercise a total of 2 votes for each such Ordinary Share.
On each subsequent anniversary of registration in the Loyalty Register (and until the ninth anniversary), the shareholder who has retained the ownership of the Ordinary Shares registered in the Loyalty Register shall be entitled to exercise an additional 1 vote (up to a maximum of 9 additional votes) by converting the Special Voting Shares, to which his/her/its Ordinary Shares are matched, into the next class of Special Voting Shares (i.e., starting from converting SVS A into SVS B and so forth). Therefore, for each such Ordinary Share held, the shareholder is allocated an increasing number of additional voting rights, up to a maximum of 9 voting rights (i.e., with 10 voting rights in total per Ordinary Share), with the allotment of Special Voting Share I.
Any and all shareholders who wish to receive Special Voting Shares must submit to Computershare the Election Form for the registration of their Ordinary Shares in the Loyalty Register (through the intermediary company with whom they are registered), duly completed and signed, in the manner specified in the SVS Terms and Conditions and the Election Form. The registration in the Loyalty Register is possible for any shareholder at any time, starting from the Effective Date of the Transaction.
In addition, in order to reward the current Brembo shareholders who, prior to the cross-border conversion to the Netherlands, were already – or expressed their desire to become – loyal shareholders, as well as in order to encourage the long-term commitment of all Brembo’s current shareholders, the Special Voting Mechanism provides for the following:
(a) Brembo shareholders who, at the Effective Date of the Transaction, are registered in the special list established by Brembo, pursuant to Article 127-quinquies, paragraph 2, of the TUF, for the purposes of the Voting Increase, (the “Italian Special List”), and have already accrued the Voting Increase, shall be entitled to receive one Special Voting Share B, granting 2 additional voting rights, for each Ordinary Share with Voting Increase and, therefore, shall be entitled to exercise a total of 3 votes for each Ordinary Share with Voting Increase held;
(b) Brembo shareholders who, at the Effective Date of the Transaction, do not hold the Voting Increase, but have registered their Ordinary Shares in the Italian Special List on or before 19 August 2023 (the “Final Term”), shall be entitled to receive one Special Voting Share A, granting 1 additional voting right, for each Ordinary Share held and registered in the Italian Special List as described above and, therefore, shall be entitled to exercise a total of 2 votes for each Ordinary Share held; and
(c) Brembo shareholders who have registered their own Ordinary Shares in the Italian Special List after the Final Term but before the Effective Date of the Transaction, must confirm their intention to benefit from the Special Voting Mechanism by completing the relevant Entry Confirmation Form and, in this way, the previous period of registration in the Italian Special List shall be counted for the purposes of the allocation of the Special Voting Shares.
Special Voting Shares cannot be transferred to third parties (except under certain circumstances as specified in the SVS Terms and Conditions). Ordinary Shares associated with them, on the other hand, are freely transferable. However, in order to transfer such Ordinary Shares, the shareholder must first request their removal from the Loyalty Register, by completing and submitting, in the manner specified in the SVS Terms and Conditions, the relevant De-Registration Form.
In order to obtain and/or waive the benefits of the Special Voting Mechanism, shareholders have to use one of the forms below, depending on his/her/its situation, and send it to Computershare in accordance with the instructions as set out on the relevant form. 