Brembo S p A : PROCEDURE FOR HANDLING INSIDE AND RELEVANT INFORMATION

7 • Procedure for handling inside and relevant information

7 • PROCEDURE FOR HANDLING INSIDE AND RELEVANT INFORMATION

REVISIONS INDEX
REVISION	DATE
01	28/07/2016
02	08/05/2018
03	24/04/2024

(REV. 02 - 24/04/2024)

NOTES

It fully supersedes PG.W.IR - 02 rev. 00.

Introduces the concept of "Relevant Information" and identifies the organisational functions responsible for managing and applying the process for Relevant and Inside Information.

Updated for cross-border conversion of Brembo from Italy to the Netherlands.

1

Brembo N.V. • New Governance Documents
CONTENTS
1. PURPOSE AND SCOPE	3
1.1 PURPOSE	3
1.2 SCOPE	3
1.3 RECIPIENTS	3
1.4 APPROVAL AND EFFECTIVE DATE	4
1.5 DISSEMINATION	4
2. ABBREVIATIONS AND DEFINITIONS	4
3. RESPONSIBILITIES	8
4. OPERATING PROCEDURES	9
4.1 PROCESSING OF CONFIDENTIAL DATA AND INSIDE AND RELEVANT INFORMATION	9
4.1.1 General rules of conduct	9
4.1.2 Recipients' obligations	9
4.1.3 Prohibitions	10
4.1.4 Inside information and relevant information concerning group companies	10
4.2 PUBLIC DISCLOSURE OF INSIDE INFORMATION	11
4.3 QUALIFICATION AND ASSESSMENT OF THE NATURE OF THE INFORMATION	11
4.4 DELAYED DISCLOSURE	12
4.4.1 Conditions justifying delayed disclosure	12
4.4.2 Delayed disclosure procedure	12
4.4.3 Leaks and rumours	14
4.5 FEATURES OF PUBLIC DISCLOSURES	14
4.5.1 Clarity, completeness and correctness of the information	14
4.5.2 Consistency	14
4.5.3 Promptness	15
4.5.4 Information symmetry	15
4.6 PREPARATION OF PRESS RELEASES	15
4.7 PUBLICATION, STORAGE AND FILING OF PRESS RELEASES	16
4.8 DISCLOSURE OF PERFORMANCE FORECASTS	16

4.9 DISCLOSURE OF INFORMATION AT SHAREHOLDERS' MEETINGS AND MEETINGS WITH ANALYSTS AND INSTITUTIONAL INVESTORS AND MEETINGS WITH LABOUR

UNIONS	16
4.10 DISCLOSURE OF INFORMATION THROUGH THE COMPANY WEBSITE	17
4.10.1 Media relations	18
4.10.2 Relations with market operators	18
4.11 DISSEMINATION OF MARKETING PRESS RELEASES	18
4.12 REPORTING OBLIGATIONS TOWARDS THE SUPERVISORY COMMITTEE	18
4.13 MARKET SOUNDINGS	19
5. INSIDER REGISTER AND RELEVANT INFORMATION LIST (RIL)	21
6. DISCIPLINARY FRAMEWORK	22
7. ATTACHMENTS	23
8. REFERENCE DOCUMENTS	23

2

7 • Procedure for handling inside and relevant information

1. PURPOSE AND SCOPE

1.1 Purpose

This procedure (hereinafter, the "Procedure") has been adopted pursuant to and for the intents and purposes of Article 1.C.1 of the Corporate Governance Code issued by the Corporate Governance Committee of Borsa Italiana S.p.A. This Procedure was then updated on 28 July 2016 to comply with Regulation (EU) No. 596/2014 of 16 April 2014 on market abuse (hereinafter "Regulation (EU) No. 596/2014"), on 8 May 2018 to reflect the implementing regulations for Regulation (EU) No. 596/2014, i.e., Commission Implementing Regulation (EU) No. 2016/347 laying down implementing technical standards with regard to the precise format of insider lists, and Commission Implementing Regulation (EU) No. 2016/1055 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information, and, in general, in accordance with other applicable legislation, while also taking the Guidelines No. 1/2017 on "Management of Inside Information" adopted by Consob on 13 October 2017 (hereinafter the "Guidelines") into account and then most recently on 24 April 2024 in light of the cross-border conversion from Italy to the Netherlands.

This Procedure lays down the principles and rules governing the internal management and the disclosure of information pertaining to the business operations of Brembo and the Group (both as defined below), with specific regard to Inside Information and Relevant Information (both as defined below).

These principles and rules are aimed at ensuring compliance with applicable statutory requirements in force from time to time and guaranteeing that Inside Information and Relevant Information are treated with the utmost confidentiality in order to prevent the selective disclosure of documents and information pertaining to Brembo and the Group, in violation of applicable regulatory provisions, and the disclosure of information to certain parties - including, without limitation, shareholders, investors, journalists or analysts

• prior to the public disclosure thereof, or otherwise, any form of untimely, incomplete or inadequate disclosure of said information.

As a result, in accordance with the provisions of the Brembo's Code of Ethics, this Procedure constitutes a preventive measure aimed at identifying and avoiding the engagement in market manipulation and the improper distribution of Inside Information as contemplated in Articles 31 and 54 of Directive No. 2014/65/EU, Articles 8, 10 and 12 of the Regulation (EU) No. 596/2014 and Articles 184 et seq. of TUF, which entail misconduct pursuant to Legislative Decree No. 231/2001. Accordingly, this Procedure forms an integral part of Brembo's 231 Model.

1.2 Scope

The disclosure obligations arising under this Procedure apply to Inside Information, as defined below. Except as specified otherwise, this Procedure does not apply to:

• the disclosure of business and marketing information other than Inside Information, pertaining to the ordinary operations of Brembo and the Group; and
• trading in own shares in buy-back programmes, subject to the provisions of Article 5 of Regulation (EU) No. 596/2014.

1.3 Recipients

This Procedure must be complied with by:

• members of the board of directors (bestuur) of Brembo N.V. (the "Board of Directors"), managers and all employees of Brembo and the Group; and

3

Brembo N.V. • New Governance Documents

- any and all persons, whether individuals or legal entities, who, on an ongoing or occasional basis, have access to Inside Information or Relevant Information pertaining to Brem- bo and/or the Group by virtue of their employment or professional activity (hereinafter, jointly, the "Recipients").

The Legal & Corporate Affairs Department, together with the Head of IR, is tasked with organising training sessions for the Recipients regarding the obligations imposed under this Procedure.

1.4 Approval and effective date

This Procedure was first approved by the Board of Directors and subsequently updated in compliance with laws and regulations in force from time to time.

Accordingly, no departure or derogation whatsoever is allowed from the provisions of this Procedure, all of which must be strictly complied with by all the Recipients, it being further understood that this updated edition shall enter into effect on 24 April 2024. Any and all subsequent amendments hereto and/or updates hereof shall take effect on the day following the approval of the version incorporating the amendments or updates in question.

Whenever necessary to ensure compliance with imperative statutory requirements, the Executive Chairman shall amend and update this Procedure, subsequently reporting thereof to the Board of Directors.

1.5 Dissemination

This Procedure is available on Brembo's website at www.brembo.com, in the Company section under Corporate Governance - Governance Documents, as well as on the corporate Intranet (BremboDocs).

2. ABBREVIATIONS AND DEFINITIONS

Brembo or Company

Brembo N.V., a Dutch company whose shares are listed on Euronext Milan, a regulated market organised and managed by Borsa Italiana S.p.A.

Business Development Committee

The committee existing within Brembo that meets, in person or by audio-video conferencing systems, normally once a month, and otherwise as necessary. It is composed of the Executive Chairman, Chief Executive Officer, Chief Business Development Officer, Chief Administration

• Finance Officer, Chief Public Affairs & Institutional Relation Officer, Chief Legal and Corpo- rate Affairs Officer and Deputy Head of M&As and serves as Inside Information Management Function (as defined in the Guidelines), meaning that it is the organisational function char- ged with assessing whether information regarding the Company and the Group Companies constitutes Inside Information or Relevant Information and taking decisions regarding the related disclosures to the market thereof.

Business Development Committee Contact

The Chief Legal and Corporate Affairs Officer who, for the purposes and intents of this Proce- dure, acts as Business Development Committee Contact and is responsible for:

• requesting that issues subject to assessment/decision relating to any Inside Information

4

7 • Procedure for handling inside and relevant information

or Relevant Information be included in the agenda of meetings of the Business Development Committee;

• inviting ad-hoc participants to meetings of the Business Development Committee for specific items on the agenda relating to the assessment of possible Inside Information or Relevant Information;
• preparing the part of the minutes of sessions of the Business Development Committee regarding discussion of specific items on assessments/decisions relating to any Inside Information or Relevant Information; and
• transferring and executing the decisions of the Business Development Committee.

C-Suite

All the first hierarchical lines that report directly to the Executive Chairman and the Chief Executive Officer of Brembo.

Consob

The Italian authority for the supervision of financial markets (Commissione Nazionale per le Società e la Borsa).

ESMA

European Securities and Markets Authority, the EU's financials markets regulator and supervisor based in Paris that contributes to safeguarding the stability of the European Union's financial system by working closely with the other European Supervisory Authorities.

Financial Instruments

The financial instruments listed in Attachment 1hereto and (a) admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made; (b) trading on a multilateral trading facility, admitted to trading on such a facility or for which a request for admission to trading on such a facility has been made; (c) trading on an organised trading facility; or (d) the price or value of which depends or has an effect on one or more of the financial instruments mentioned in any of the foregoing points from

1. to (c), including, without limitation, credit default swaps and differential financial con- tracts, depositary receipts for Shares (certificaten van aandelen), debt securities and options or other negotiable or financial instruments to acquire any securities as mentioned before, issued by the Company, as well as any and all financial instruments linked thereto1, and any and all other financial products whose value is directly or indirectly determined in whole or in part with reference to the price of a Financial Instrument (including derivatives).

Group

The Company and its subsidiaries and Group Company means any of them.

Guidelines

Guidelines No. 1/2017 on "Management of Inside Information" adopted by Consob on 13 October 2017.

_____________

1"Associated instruments" means the following financial instruments, including those which are not admitted to trading or traded on a trading venue, or for which a request for admission to trading on a trading venue has not been made:

1. contracts or rights to subscribe for, acquire or dispose of securities;
2. financial derivatives of securities;
3. where the securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchange- able debt instruments may be converted or exchanged;
4. instruments which are issued or guaranteed by the issuer or guarantor of the securities and whose market price is likely to materially influence the price of the securities, or vice versa;
5. where the securities are securities equivalent to shares, the shares represented by those securities and any other securities equivalent to those shares.

5

Brembo N.V. • New Governance Documents

Inside information

Information of a precise nature, which has not been made public, relating, directly or indi- rectly, to Brembo or a Group Company or to one or more Financial Instruments of the Com- pany, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or derivative financial instruments linked thereto.

To ensure a proper interpretation of the notion of "Inside Information", Brembo also takes account of the orientations published from time to time by Consob and by ESMA regarding lists of information that it may reasonably be considered must be disclosed to the market, according to provisions of national or European laws or regulations, market rules, contracts, practice or custom.

Insider Register and RIL

A register in electronic format of persons with access to Inside Information (Insider Register) and a list of persons with access to Relevant Information (RIL).

Law

The community or national statutory provisions on market abuse and the processing of Inside Information, applicable to Brembo from time to time, including, without limitation, the provisions of Regulation (EU) No. 596/2014, inclusive of any and all the related community and national implementing regulations (among which the Regulation (EU) No. 2016/1055), ESMA and Consob guidelines, as well as rules and regulations issued by Borsa Italiana S.p.A.

Potential Inside Information or Relevant Information

Company information that, although it may reasonably be believed to possess all of the characteristics for becoming Inside Information pursuant to applicable laws, is not yet precise.

"Precise nature of Inside Information" means:

that information complies with the following requisites:

1. it indicates a set of circumstances which exists, or which may reasonably be expected to come into existence; or
2. it indicates an event which has occurred, or which may reasonably be expected to occur; and
3. it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the Financial Instruments or the related derivative financial instruments.

In the case of a protracted process which is intended to effect or generate a particular circumstance or a particular event, not only may that future circumstance or event be regarded as information of a precise nature, but also the intermediate steps of that process which are connected with effecting or generating the future circumstance or event in question. An intermediate step in a protracted process shall be deemed to be Inside Information if, by itself, it meets the criteria laid down in the definition of Inside Information. For example, information regarding an event or a set of circumstances that constitutes an intermediate step of a protracted process may concern: (i) the status of contractual negotiations; (ii) temporarily agreed contractual conditions; (iii) the possibility that Financial Instruments may be placed;

1. the conditions under which such Financial Instruments are sold; (v) the temporary con- ditions for the sale of Financial instruments; (vi) the possibility that a Financial Instrument may be included in an index; and (vii) the exclusion of a Financial Instrument from an index.

6

7 • Procedure for handling inside and relevant information

Regulation (EU) No. 596/2014

Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("MAR"), repealing Directive No. 2003/6/EC on market abuse ("MAD") and the implementing measures (Directives Nos. 2003/124/EC, 2003/125/EC and 2004/72/EC), published on the EU Official Journal together with Directive No. 2014/57/EU imposing criminal sanctions for market abuse.

Regulation (EU) No. 2016/1055

Commission Implementing Regulation (EU) No. 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No. 596/2014 of the European Parliament and of the Council.

"Significant effect of Inside Information" means:

the effect generated by information a reasonable investor would be likely to use as part of the basis of his or her investment decisions.

TUF

Testo Unico Finanziario, Legislative Decree No. 58 of 24 February 1998 on financial interme- diation.

The definitions set forth in this section and any and all other terms and expressions used in this Procedure must be construed and applied in light of any and all relevant statutory provisions in force from time to time.

7

Brembo N.V. • New Governance Documents

3. RESPONSIBILITIES

ACTIVITY
		CLO
TYPE OF
		(BDC
RESPONSIBILITY		Business	Contact		Head of
Executive Chairman	Executive	Develop-	responsible	C-Suite	Investor	CGM
		Chairman	ment	for		Relations
			Committee	implement-		Manager
				ting this
				Procedure)
Communication	Principal				X
of information
to the Business
Development	Contributory			X			X
Committee
Coordination	Principal			X
of the Business
Development
Committee
for matters	Contributory		X		X		X
related to the
implementation
of this Procedure
Assessment of	Principal		X
qualification
of Information
as Relevant	Contributory			X	X
Information
Assessment of	Principal	X
the generation
of Inside	Contributory		X	X		X
Information
Assessment of	Principal	X
the application
of Delayed	Contributory		X	X		X
Disclosure
Dissemination of	Principal					X
Press Releases	Contributory	X					X
Disclosure and	Principal					X
Storage of Inside
Information	Contributory	X					X
Submission	Principal					X
to Consob (if
required) of the
grounds for the	Contributory	X					X
Delay (where
applicable)

8

7 • Procedure for handling inside and relevant information

4. OPERATING PROCEDURES

4.1 Processing of confidential data and inside information and relevant information

4.1.1 General rules of conduct

Information pertaining to business operations must be used subject to general principles of confidentiality and efficient use and protection of corporate resources and may only be accessed on a "need-to-know" basis (i.e., solely by persons for whom such access is strictly necessary in the discharge of their respective tasks and functions). The use of information directly or indirectly pertaining to the Company for purposes other than the conduct of business operations must be deemed abusive. In general, any and all persons who serve the interests of the Group are bound by confidentiality obligations in respect of any and all information - be it Inside Information or Relevant Information or otherwise - acquired and processed on the basis or in the course of the discharge of their assigned duties.

4.2.1 Recipients' obligations

As Inside Information or Relevant Information is first and foremost confidential, the Recipients of this Procedure must:

a) maintain confidentiality concerning the documents, data and information acquired by virtue of one's office, profession, function or position (hereinafter, "Confidential Data"), and therefore refrain from disseminating or disclosing such Confidential Data, save for the cases imposed by law;

1. use Confidential Data solely in the discharge of their assigned tasks, their professional duties or their corporate position, function or office, and accordingly refrain from mak- ing use of such data for personal purposes or to the detriment of Brembo or the Group Companies, for any reason or cause whatsoever; in addition, they must ensure that any and all such data are stored subject to the implementation of appropriate data security measures with a view to minimising the risk of unauthorised access and processing, and they must also act in compliance with the principles and provisions laid down in the cor- porate procedures in force, including the GL.ICT - 01 Information Protection Guidelines and P.ICT-01 Data Classification Policy;
2. ensure that Confidential Data are processed by assuming all precautions suited to guar- anteeing that such Confidential Data are circulated without detriment to their confiden- tial nature until they are released to the market in accordance with this Procedure or disclosed in accordance with the law, or until they otherwise enter the public domain;
3. in all cases where Confidential Data are to be forwarded to third parties for business-re- lated purposes, ensure that any and all such third parties are bound - under law or con- tractual covenant (duly approved by the Legal & Corporate Affairs Department) - to treat any and all the Confidential Data they receive with the utmost confidentiality;
4. give the Head of Investor Relations function, the Board of Directors and Brembo's Super- visory Committee timely notice, through the related dedicated channel, of any and all events, deeds, acts or omissions that could entail a breach of this Procedure, including the loss of documents pertaining to Inside Information; and
5. comply scrupulously with the provisions of this Procedure if the Confidential Data subsequently becomes Inside Information or Relevant Information.

In addition, members of the C-Suite must:

a) provide the Business Development Committee Contact with all information useful to

9

Brembo N.V. • New Governance Documents

assessing whether specific information qualifies as Inside Information or Relevant Information in order to permit the Business Development Committee to make the related decisions;

1. inform the Business Development Committee Contact of the persons aware of specif- ic Inside Information or Relevant Information, once designated as such by the Busi- ness Development Committee, for inclusion in the related Insider Register and RIL (pursuant to Procedure PG.W.LCA - 04); and
2. implement the guidelines provided by the Business Development Committee Contact.

Any and all Recipients of this Procedure having doubts or standing in need of further clarification in respect of the proper implementation and application of this Procedure are invited to refer the related matter to their line manager or the Head of IR or the Business Development Committee contact person.

4.2.3 Prohibitions

Any and all Recipients of this Procedure who become aware of delayed Inside Information or Relevant Information2 as per Article 4.4 below shall be barred from distributing, disseminating or disclosing the latter to third parties other than in the normal course of the their tasks, function or profession, and subject to the obligations of (i) confidentiality binding on them and/or the third-party recipients of such disclosure; and (ii) prompt notification of the identity of the third-party recipients of Inside Information to the registrar for their inclusion in the Insider Register or the RIL. More specifically, recipients are barred from:

1. using Inside Information or Relevant Information to directly or indirectly acquire, dispo- se of or effect other transactions in Financial Instruments issued by the Company (in- cluding the cancellation or amendment of a transaction order in respect of a financial instrument to which the Inside Information refers, if the order was placed before the per- son acquired possession of the Inside Information or Relevant Information in question), for their own account and/or for the account of third parties;
2. making recommendations to others or inducing the latter to effect one or more of the transactions specified in point (i) above on the basis of the Inside Information or Rele- vant Information;
3. subjecting Inside Information or Relevant Information to unlawful disclosure to third parties (except for Information disclosed in the normal course of their tasks, function or profession);
4. performing market-based manipulation, that entails placing orders to trade or effecting

transactions, or adopting any conduct that gives or is only likely to give rise to false or misleading signals to the financial markets, including by using any ruse or deceit what- soever; and

1. using information-based manipulation that entails the divulgation, dissemination and/ or disclosure of false or misleading information.

4.1.4 Inside information and relevant information concerning group companies

Any and all Inside Information or Relevant Information pertaining to one or more Group Companies must be considered Brembo's Inside Information or Relevant Information when the said information complies with the requirements laid down in this Procedure. Inside Information or Relevant Information includes, by way of example and without limitation, joint-venture agreements, M&As of business units, acquisitions and disposals of significant

_____________

2The qualification of information as Relevant Information is assessed and approved on a case-by-case basis by the Business Development Committee and entails the registration of the said information into the RIL (see Procedure PG.W.LCA - 04).

10