Brembo S p A : Proxy Form to confer the Proxy/Sub Delegation to the Appointed Representative Exclusively Entitled to Attend the SHM 2023

BREMBO S.p.A. -Shareholders' Meeting April 20, 2023

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

Pursuant to Law Decree approved by the Italian Council of Ministers on March 16th, 2020, and published on Italian Gazzetta Ufficiale on March the 17th, 2020 converted into Law no. 27 of 24 April 2020, as extended by effect of paragraph 10 of art. 3, of Law Decree no. 198 of 29 December 2022 converted into Law n. 14, on February 24, 2023 and as stated in the notice of call of Brembo S.p.A. Shareholders' Meeting on April 20, 2023, published on March 10, 2023, the proxy can be conferred to Computershare S.p.A.. The present proxy must be notified as an attachment in PDF format to an e-mail sent to [e-mail]. Computershare S.p.A. is at disposal for any kind of information by phone at no. [phone] from 9:00 a.m. to 6:00 pm from Monday to Friday or by e-mail to [e-mail].

PROXY FORM

Fill in the requested information on the basis of the Instructions below. The Company will be notified by Computershare S.p.A. (1)

* Mandatory information
The undersigned *	Place of birth *	Date of birth*

Tax code *………………………...........................................................................................................................................................................................................................…

Resident in (town/city) *	at (street / address) *
telephone no * ………………….............................., e-mail

1. entitled to exercise the voting right at 04/11/2023 (Record Date) as:  registered share holder -  legal representative -  attorney/proxy holder with authority to sub-delegate  pledgee -  Taker in -  beneficiary interest holder -  official receiver-  manager -
    other (specify) …………………………..........................................................………………………..

for no*

of ordinary shares Brembo S.p.A.

1. registered in the name of ………………………………………………………………………………Place of birth *............................................................

Date of birth *............................. TAX Code …………………………

Resident in (town/city) *………………………………… at (street / address) *…..…………………………………………………………………………………………….

(4) Registered in the securities account no	....... .................................. At	Bank Code (ABI)	Branch Code (CAB)
(5) as resulting from communication no. ...	........................... Made by (Bank)

DELEGATES/SUBDELEGATES Computershare S.p.A. with registered offices in Milan, Via Lorenzo Mascheroni, 19 to attend and vote to the abovementioned general meeting, with reference to the shares above, in accordance with the instructions provided and

DECLARES that no matter of compatibility or suspension are affecting the vote and he/she is aware that:

• under his/her own liability, as proxy holder the compliance of the proxy form electronically provided to the original document and the identity of the proxy grantor.
• in case of amendment or integration of the proposals presented to the Shareholders' Meeting, or in the absence of the expression of the vote, Computershare S.p.A will express a non-vote
• the proxy/subdelegation will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person with the right to vote to legitimate attendance and voting, has been received by the Company before the start of the meeting works.

DATE

Form of identification (6) (type)*

Issued by *

no. *

SIGNATURE

1

BREMBO S.p.A. -Shareholders' Meeting April 20, 2023

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

VOTING INSTRUCTION

WARNING

This voting instructions form could be amended to include any proposal of resolution and/or vote on the items on the agenda that were presented by shareholders until April 5, 2023; in this event, the voting instruction will be republished, including the new proposals, in line with the notice of call

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)

RESOLUTIONS TO BE VOTED (9)

ORDINARY SESSION

(0010)

1. Presentation of the Financial Statements of Brembo S.p.A. for the year ended 31 December 2022, with the Directors' Report on Operations, the Statutory Auditors' Report, the Independent Auditors' Report and the Attestation of the Manager in charge of the Company's Financial Reports. Related and ensuing resolutions.

Section A - vote for resolution proposed by the Board of Directors (9)

(0020)

2. Allocation of profit for the year. Related and ensuing resolutions

Section A - vote for resolution proposed by the Board of Directors (9)

(0030)

3. Presentation of the Consolidated Financial Statements of the Brembo Group for the year ended 31 December 2022, with the Directors' Report on Operations, the Statutory Auditors' Report, the Independent Auditors' Report and the Attestation of the Manager in charge of the Company's Financial Reports.

(0040)

4. Presentation of the Consolidated Statement on Non-Financial Information of the Brembo Group for the year ended in 31 December 2022, according to the D.Lgs. n.254/2016.

VOTING

INSTRUCTION

F C A

F C A

Resolution not to be

voted

Resolution not to be

voted

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BREMBO S.p.A. -Shareholders' Meeting April 20, 2023

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

(0050)

5.	Authorization for the buy-back and disposal of own shares, prior revocation of the previous authorisation passed on
	the Shareholders Meeting dated 21 April 2022, remained unexecuted. Relevant and ensuing resolutions.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
(0060)
6.	Determination of the number of the Board of Directors. Relevant and ensuing resolutions
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
(0070)
7.	Determination of the duration of the Board of Directors' term of appointment. Relevant and ensuing resolutions.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
(0080)

8. Appointment of the members of the Board of Directors. Relevant and ensuing resolutions.

Section A - vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions) (12)

(0090)

9. Appointment of the Chairman the Board of Directors. Relevant and ensuing resolutions.

Section C

C1 - vote for resolution proposed by the Chairman of the meeting (11)

C2 - vote for resolution proposed by holder of majority/relevant interest (11)

C3 - vote for resolution proposed by holder of minority interest (11)

(0100)

10. Determination of the total remuneration of Directors for each annual term. Relevant and ensuing resolutions. Section A - vote for resolution proposed by the Board of Directors (9)

N….

C

A

F	C	A
F	C	A
F	C	A

F C A

3

BREMBO S.p.A. -Shareholders' Meeting April 20, 2023

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

(0110)	11.	Appointment of the Board of Statutory Auditors (three Acting and two Alternate Auditors). Relevant and ensuing
		resolutions.
Section A - vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions)	N….	C	A
(12)
(0120)	12.	Appointment of the Chairman of the Board of Statutory Auditors. Relevant and ensuing resolutions.
		(deliberation only possible in the event that only one list is submitted)
Section C
C1 - vote for resolution proposed by the Chairman of the meeting (11)	F	C	A
C2 - vote for resolution proposed by holder of majority/relevant interest (11)	F	C	A
C3 - vote for resolution proposed by holder of minority interest (11)	F	C	A
(0130)	13. Determination of the annual remuneration of the members of the Board of Statutory Auditors for each annual term.
		Relevant and ensuing resolutions.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
(0140)	14. Report on the Remuneration Policy for 2023 and Remuneration Paid in 2022: examination of Section I, drawn up
	pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58 of 24th February 1998 (i.e., Remuneration policy
		for 2023). Resolutions pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58 of 24th
		February 1998.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
(0150)	15. Report on the Remuneration Policy for 2023 and Remuneration Paid in 2022: examination of Section II, drawn up
	pursuant to Article 123-ter, paragraph 4, of Legislative Decree No. 58 of 24th February 1998 (i.e., Remuneration paid
		in 2022). Resolutions pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of 24th February 1998.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A

4

BREMBO S.p.A. -Shareholders' Meeting April 20, 2023

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

Derivative action against Directors
Vote for proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code upon approval of the annual financial	F	C	A
statements (If no voting instruction are indicated, the Appointed Representative will vote C - against)

DATE

SIGNATURE

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