Brembo S p A : 2023 BREMBO CORPORATE GOVERNANCE & OWNERSHIP REPORT

CORPORATE GOVERNANCE

AND OWNERSHIP STRUCTURE REPORT 2023

pursuant to Article 123-bis of the Consolidated Law on Finance

Brembo S.p.A.

Registered offices: CURNO (BG) - Via Brembo 25 - Italy

Share capital: €34,727,914.00 - Bergamo Register of Companies Tax code and VAT Code No. 00222620163

CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE REPORT

2023

Contents

CONTENTS

Glossary	4
1.	Company Profile	6
	1.1. 2023 Report's Main New Contents	6
	1.2.	Governance Model	6
	1.3.	Company Key Highlights	12
	1.4.	2019-2023 Stock Performance	12
2. Information on Ownership Structure at 31 December 2023	13
	2.1. Structure of Share Capital	13
	2.2.	Significant Shareholdings	13
	2.3.	Increased Voting Right	14
	2.4. Change of Control Clauses	15
	2.5. Power to Increase the Share Capital	15
	2.6. Authorisation to Buy Back Own Shares	15
	2.7.	Direction and coordination	16
3. Compliance with the 2020 Corporate Governance Code (pursuant to Article 123-bis, paragraph 2(a), of TUF)	17
4.	Board of Directors	20
	4.1. Role of the Board of Directors	20
	4.2. Appointment and Replacement of Company Directors	23
	4.3. Composition of the Board of Directors for the three-year period 2023-2025	24
	4.4.	Diversity Criteria and Policies in the Composition of the Board and the Company's Organisation	29
	4.5.	Maximum Number of Positions Held at Other Companies	32
	4.6.	Induction Programme	33
	4.7.	Functioning of the Board of Directors	34
	4.8.	Role of the Chairman of the Board of Directors	35
	4.9.	Executive Directors	37
	4.10. Independent Directors	39
	4.11. Lead Independent Director	40
5. Handling of Corporate Information	41
	5.1. The EU provisions on market abuse	41
	5.2. Procedure for Handling Inside and Relevant Information	41
	5.3.	Internal Dealing Procedure	42
	5.4. Procedure for Handling the Insider Register and the Relevant Information List (RIL)	42
6.	Board Committees	44

2 Corporate Governance and Ownership Structure Report 2023

Contents

7. Self-assessment and Succession of Directors	45
7.1.	Board Performance Evaluation	45
7.2.	Succession plans	46
8. Remuneration of Directors and of the Remuneration & Appointments Committee	47
8.1.	Remuneration of Directors	47
8.2. Remuneration & Appointments Committee	47
9. Internal Control and Risk Management System	50
9.1. Executive Director in charge of the Internal Control and Risk Management System	54
9.2. Audit, Risk & Sustainability Committee (also acting as the Related Party Transactions Committee)	55
9.3. Chief Internal Audit Officer	58
9.4. Organisational Model according to Legislative Decree No. 231/2001	59
9.5.	Independent Auditors	65
9.6.	Manager in charge of the Company's financial reports	65
9.7. Coordination between parties involved in the Internal Control and Risk Management System	66
10. Directors' Interests and Related Party Transactions	67
10.1. Conflict of interests	67
10.2. Related Party Transactions Procedure	67
10.3. Activities of the Related Party Transactions Committee carried out in 2023	69
11. Appointment of Statutory Auditors	70
11.1. Appointment and replacement of Statutory Auditors	70
11.2. Composition and functioning of the Board of Statutory Auditors	71
11.3. Board of Statutory Auditors' Diversity Policies and Criteria and ensuing application	73
11.4. Board of Statutory Auditors' duties and activities	74
11.5. Activities carried out in 2023	74
11.6. Self-assessment process of the Board of Statutory Auditors carried out in 2023	76
12. Relations with Shareholders - Brembo Shareholder Engagement Policy	77
13. General Shareholders' Meetings	79
14. Further corporate governance initiatives (pursuant to Article 123-bis, paragraph 2(a), of TUF)	81
14.1. Introduction of the role of Chairman Emeritus and setting up of the Strategic Steering Committee	81
15. Changes after 31 December 2023	82
16. Remarks on the Letter from the Chair of the Corporate Governance Committee of 14 December 2023	83

Corporate Governance and Ownership Structure Report 2023

3

Glossary

GLOSSARY

Brembo/Issuer/Company: Brembo S.p.A., with registered offices in Curno (Bergamo), Via Brembo 25, tax code and VAT code No. 00222620163, listed on the Milan stock ex- change.

2020 Corporate Governance Code or 2020 CGC: the Corporate Governance Code, approved by the Corporate Governance Committee and published in January 2020, which issuer Companies are required to apply with effect from the first year beginning after 31 December 2020.

Civil Code: the Italian Civil Code.

Board/Board of Directors/BoD: the Board of Directors of

Brembo S.p.A.

Financial year: the financial year which the Report refers to, specifically the financial year ended 31 December 2023.

Group: the Brembo Group.

Borsa Italiana Instructions: Instructions on the Rules of the Markets organised and managed by Borsa Italiana S.p.A.

Brembo Corporate Governance Code or Brembo CGC: the document defining Brembo's corporate governance rules, fully incorporating the 2020 Corporate Governance Code. The latest update as of 16 December 2022 is available on Brembo's website (www.brembo.com, Company section, Corporate Governance, Governance Documents).

Brembo's 231 Model: the Organisational, Management and Control Model according to Legislative Decree No. 231/2001 of Brembo S.p.A. - Fifth Edition (last update: No- vember 2023), available on Brembo's website in its latest update (www.brembo.com, Company section, Corporate Governance, Codes & Policies).

Related Party Transaction Procedure: the Related Party Transaction Procedure adopted by Brembo S.p.A. (last up- date: 10 May 2021) pursuant to Consob Regulation adopted with Resolution No. 17221 of 12 March 2010, and further

amended by Resolution No. 21624 of 10 December 2020 (in force with effect from 1 July 2021 - implementing Directive EU 2017/828); the Procedure is available on Brembo's website in its latest update (www.brembo.com, Corporate Governance, Governance Documents).

Consob Regulation on Related Party Transactions: Con- sob Regulation introduced by Resolution No. 17221 of 12 March 2010, as lastly amended by Consob Resolution No. 21624 of 10 December 2020.

SC: Brembo S.p.A.'s Supervisory Committee.

Regulations of the BoD: the Regulations of the Board of Directors governing its formation, composition and func- tioning, adopted for the first time by the Board of Directors on 3 March 2017, after having heard the opinion of the Remuneration & Appointments Committee and subsequently amended in accordance with the laws and regulations from time to time in force, as well as with the recommendations of the Corporate Governance Code (most recently amended on 16 December 2022).

Rules of Borsa Italiana: the Rules of the Markets organised and managed by Borsa Italiana S.p.A., as further amended and extended.

Issuers' Regulation: the Issuers' Regulation issued by Con- sob with Resolution No. 11971 of 1999, as further amended and extended.

Market Regulation: the Market Regulation issued by Con- sob with Resolution No. 20249 of 2017.

Report: the Corporate Governance and Ownership Structure Report pursuant to Articles 123-bis of TUF and 89-bis of the Issuers' Regulation, approved on 5 March 2024 by the Board of Directors of Brembo and available on Brembo's website (www.brembo.com, Company section, Corporate Governance, Corporate Governance Reports).

Remuneration Report: the Report on the Remuneration Policy for 2024 and Remuneration Paid in 2023, pursuant

4 Corporate Governance and Ownership Structure Report 2023

Glossary

to Article 123-ter of TUF, which is available on Brembo's website (www.brembo.com, section Company, Corporate Governance, Remuneration Policies).

By-laws: the By-laws of Brembo S.p.A., in the current applicable version, amended by the Extraordinary Shareholders' Meeting of 27 July 20231, available on Brembo's website (www.brembo.com, Company section, Corporate Govern- ance, Governance Documents).

ICRMS: Internal Control and Risk Management System.

TUF: Italian Legislative Decree No. 58 of 24 February 1998 (Consolidated Law on Finance), as further amended and extended.

Where not otherwise specified, reference should also be made to the definitions included in the 2020 Corporate Governance Code.

1 Amendment to Article 5 (Share capital).

Corporate Governance and Ownership Structure Report 2023

5

1. Company Profile

1. COMPANY PROFILE

Brembo leads the world in the design and production of high-performance braking systems and components for top-flight manufacturers of cars, motorbikes and commercial vehicles. Founded in 1961 in Italy, Brembo has a long-standing reputation for providing innovative solutions for OEMs and the aftermarket. Guided by its strategic vision - "Turning Energy into Inspiration" - Brembo's

ambition is to help shape the future of mobility through cutting-edge, digital and sustainable solutions. With over 15,000 people across 15 countries, 32 production and business sites, 9 R&D centres, Brembo is the trusted solution provider for everyone who demands the best driving ex- perience.

1.1. MAIN CONTENTS OF THE 2023 REPORT

This Report, approved by the Board of Directors on 5 March 2024, provides a general description of the corporate governance system adopted by Brembo, its ownership structure and quantitative and qualitative information on the functioning of the Board of Directors, the Board Committees and its Internal Control and Risk Management Sys- tem. It illustrates the methods through which the Company has applied the principles included in the 2020 Corporate Governance Code.

This Report - prepared in accordance with the format proposed by Borsa Italiana (IX edition - January 2022) is available on the Company's website (www.brembo.com, section Company, Corporate Governance, Corporate Governance Reports) and through the authorised storage mechanism (www.1info.it).

2023 HIGHLIGHTS	REFERENCE
PARAGRAPHS
Cross-Border Conversion	1.2
Sustainable Success	1.2 and 4.1
Adoption of the 2020 Corporate Governance Code and related departures	3
Professional profiles of the Directors and Statutory Auditors currently in office	4.3 and 11.2
Description of the Board of Directors' activities in 2023	4.1.1
2023 Board Performance Evaluation and ensuing results	7.1
2023 Induction Program	4.6
Internal Control and Risk Management System	9
Brembo Shareholder Engagement Policy and activities performed in 2023	12
Remarks on the Letter from the Chairman of the Corporate Governance Committee of 14 December 2023	16

1.2. GOVERNANCE MODEL

GOVERNANCE SYSTEM

Brembo S.p.A., a Company listed on the Milan stock ex- change, has adopted a traditional form of administration and control as provided for by Italian laws: the Company's management is attributed to the Board of Directors, the supervisory functions to the Board of Statutory Auditors, and the statutory and accounting audit of the Company's accounts to the Independent Auditors appointed by the General Shareholders' Meeting.

In order to promote a corporate governance model that devotes constant attention to all stakeholders, while also anticipating new needs and the most impactful trends, Brembo:

• constantly monitors governance principles and models generally adopted at the European and international level that represent best practices in the area of corpo- rate governance;
• reviews the results of the analyses and of the most au- thoritative observatories on the subject of corporate

6 Corporate Governance and Ownership Structure Report 2023

1. Company Profile

governance, in Italy and abroad, and compares them with its own structural and organisational elements, for purposes of continuous improvement.

For this reason, the Corporate Governance System of Brem- bo has always been inspired by and fully implements the recommendations issued from time to time by the Corporate Governance Committee2, which have been incorporated into Brembo's Corporate Governance Code, as well as in the Regulations of the BoD and the rules of its Committees (see paragraph 3).

CROSS-BORDER CONVERSION

On 20 June 2023, the Board of Directors of Brembo S.p.A. resolved to submit to the Extraordinary Shareholders' Meeting the proposal to transfer the Company's registered office to The Netherlands, adopting the legal form of a public company with limited liability N.V. (naamloze vennootschap), governed by the laws of The Netherlands (hereinafter also the "Cross-Border Conversion" or the "Transaction"), retaining its tax residence in Italy and maintaining its shares listed on Borsa Italiana's Euronext Milan ("Euronext Milan").

The General Shareholders' Meeting held on 27 July 2023 therefore approved the proposal for the Cross-Border Conversion and the Company started all the necessary activities required under applicable legislation in force.

The Cross-Border Conversion will become effective on 24 April 2024 (see paragraph 15).

The Transaction will allow Brembo to strengthen its international drive and have a solid basis for its further development at global level, while retaining its Italian identity and its historic presence in Italy. In its more than 60 years of history, Brembo's growth journey has led the Company to achieving an increasingly global dimension, developing and concentrating its turnover primarily in North America, Europe and China. Faced with a rapidly changing automotive market, Brembo has therefore long adopted a development strategy and is gradually expanding the range of its solutions through extensive investments in support of the Company's competitiveness. The goal is to ensure that Brembo, among other things, continues to grow and maintains its leading role in the automotive component market

at the global level.

The Cross-Border Conversion thus aims to support this strategy by creating conditions suited to Brembo's future growth, including on an non-organic basis, for the benefit of its shareholders and stakeholders.

Said Transaction will allow Brembo to benefit from a legal framework capable of enhancing the Group's global business dimension. In detail, Brembo will offer its shareholders a strengthened increased voting right mechanism compared to the current one. This will ensure an even more solid shareholder base and higher flexibility in pursuing growth opportunities via acquisitions that can be made through the issue of new shares.

For further information on the Cross-Border Conversion, reference is made to the Explanatory Report to the Share- holders' Meeting and the related minutes, as well as to the press releases published by the Company on the au- thorised storage system 1INFO-storage and on the website at: www.brembo.com/en/investors/for-shareholders/regis-tered-office-relocation.

SUSTAINABLE SUCCESS3 AND CORPORATE SOCIAL RESPONSIBILITY

Corporate social responsibility is not an abstract concept for Brembo, rather it is rooted in its culture and corporate strategy. The principles driving the Group's Sustainable Development and Corporate Social Responsibility originated with Brembo and grew and developed over time with it through daily concrete practices, designed to balance economic decisions against an assessment of their social and environmental impact, while always taking account of the expectations of all Group stakeholders.

Over the years, Brembo has made sustainability its distinctive characteristic, increasingly integrating it into the Group, and making it indissolubly tied to its business development and size growth. Sustainability is part of Brembo's new strategic vision - "Turning Energy Into Inspiration"

- within the framework of the "Cool Brand" pillar.

This approach - which has effectively become Brembo's modus operandi - is the culmination of a long process which saw the Group involved since the Nineties, when

1. Reference is made to the Corporate Governance Code issued in January 2020 by the Corporate Governance Committee.
2. For further information see the Company's website (www.brembo.com, Sustainability section).

Corporate Governance and Ownership Structure Report 2023

7

1. Company Profile

these issues were not yet paid much attention. At that time, Brembo carried out the intangibles valuation - a tool aimed at measuring its ability to create value - not only in economic terms, but also considering the social and environmental impacts, employment protection, enhancement of human resources, promotion of employee safety and capacity for growth and innovation. In 1999, this process was formalised with the preparation of the first Intangible Capital Report and continued between 2004 and 2007 with the publication of the Value Report, describing the inter -relationship between the Group's economic results and its environmental and social performance. The reporting process continued over the next years through the inclusion of the sustainability performance in the Company's business model with an in-depth analysis, included in the Report on Operations, of aspects regarding the global macro -economic scenario, safety and environmental risks, company organisation, research and human resources.

Today, 10 years after the function entrusted with management of sustainability matters was set up, the Group reports its environmental and social performance within its Disclosure of Non-Financial Information, which also includes all the policies that have always been part of its actions at global level in the areas of compliance, ethics, responsibility, sustainability and transparency. Brembo considers these values to be the foundation of the precious intangible heritage formed by its brand, its reputation and the set of principles that characterise the way in which a socially responsible company acts (www.brembo.com, Sustainability section, Report, Report and Presentations sec- tion).

Since 2021, Brembo S.p.A. has been a participant in the United Nations Global Compact, the world's largest strategic corporate citizenship initiative that arose from the desire to promote a sustainable global economy, respectful of human and labour rights, environmental protection and the principles of anti-corruption. The Global Compact provides an opportunity to share strategies and good business practices in response to global challenges, to use ESG-related management tools and resources and to be involved in specific working groups.

Brembo S.p.A.'s participation in the Global Compact testifies to its long commitment to sustainability that over the years has featured an increasing focus on numerous fronts and adherence to the 17 Sustainable Development Goals defined by the UN 2030 Agenda (which Brembo endorsed in 2018).

In 2023, Brembo participated in the study by Global Compact Network Italia "Italian Business Commitment towards

Net-zero" conducted in collaboration with IPSOS (a market analysis and research organisation) and presented to an international public for the first time at the COP28 in Dubai. The study aims to outline the state of the art regarding the Climate Action and commitment of Italian companies and, in particular, their contribution to the net-zero target, highlighting the drivers and barriers characteristic of the Italian business community.

Brembo's commitment was also formalised through an amendment to the By-laws (Article 4 "Purpose") by the Shareholders' Meeting on 22 April 2021, on the proposal of Brembo's BoD, designed to enshrine a commitment already pursued by the Group in its By-laws.

To guide its strategic commitment over time, Brembo has prepared its Sustainability Plan, "Turning Sustainability Into Action", and, in this regard, set itself tangible, increasingly ambitious medium-to-long-term goals aimed at continuous improvement in social and environmental mat- ters. In Brembo, sustainability is a way of thinking that also materialises through the definition of a clear strategy that allows the Group to enhance its contribution to a form of economic development compatible with the protection of the environment and people.

On the environmental side, for example, Brembo is committed to responsible production. This has been translated into a plan to constantly reduce emissions thanks to improvements in production facilities through efficient use of energy and the use of renewable energy sources. This plan is part of a broader strategy that also seeks to reinforce the Group's capability to develop net-zero products. The objective is to support the sustainability transition by significantly reducing GHG emissions and the environmental impact of Brembo's production sites. The Group recycles waste materials, aiming to maximise their recovery and to reduce waste production and consumption of energy and natural resources as far as possible.

The environmental commitment is given strategic form through the efforts of the Research and Development area, which focuses on solutions that, from the design stage, take into account the requirements of a market geared towards electrification and automation, as well as the need for sustainability throughout the product life cycle. This commitment is reiterated by the adoption of a circularity-oriented business model, which may generate positive impacts in terms of reducing the environmental footprint (e.g., greenhouse gas emissions), both downstream and upstream the value chain, associated with the reduction of the use/pur- chase of virgin materials, while also promoting the design of products made with greater durability and recyclability.

8 Corporate Governance and Ownership Structure Report 2023