Brembo S p A : 2024 REMUNERATION POLICY AND 2023 REMUNERATION PAID REPORT

REPORT ON THE

REMUNERATION POLICY FOR 2024 AND REMUNERATION PAID IN 2023 OF THE BREMBO GROUP

English Translation for convenience - Only the Italian version is authentic

Brembo S.p.A.

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

Share Capital: €34,727,914.00 - Bergamo Register of companies Tax code and VAT no. 00222620163

REPORT ON THE

REMUNERATION POLICY FOR 2024 AND REMUNERATION PAID IN 2023 OF THE BREMBO GROUP

Contents

CONTENTS

Letter from the Chairman	4
Introduction		6
Sustainability at Brembo	9
Executive Summary	11
SECTION I		12
1. Information on the Procedures Applied for the Adoption and Implementation of the Remuneration Policy	12
1.1	Scope and Recipients	12
1.2	Remuneration & Appointments Committee	14
1.3	Board of Directors	16
1.4	General Shareholders' Meeting	17
1.5	Possible Attendance of Independent Experts	17
1.6	Process for the Policy Definition and Approval	18
2. Details of the Company's Remuneration Policy	20
2.1	Contents of the Policy	20
2.2	Remuneration of Members of the Board of Directors	22
	2.2.1 Directors Not Holding Special Offices	23
	2.2.2	Executive Directors	24
2.3	Remuneration of Members of the Board of Statutory Auditors	26
2.4	Variable Remuneration - MBO and LTIP- Allocated to Certain Members of the Board of Directors
	and other Executives	27
	2.4.1	MBO	27
	2.4.2	LTIP	28
2.5	Indemnity in the Event of Resignation, Dismissal or Termination of Employment, or End of the Term
	of Office/Mandate	30
2.6	Non-Competition Agreements and Other Legal Arrangements	31
2.7	Pension	31
2.8	Clawback/Malus	32

2 Report on the Remuneration Policy for 2024 and Remuneration paid in 2023 of the Brembo Group

Contents

SECTION II	33
Foreword	33
Part One	33
Exemption from the Remuneration Policy for 2023	34
Implementation of the Remuneration Policy for 2023: Fixed Remuneration	34
Implementation of the Remuneration Policy for 2023: 2023 MBO	35
Comparative Information Regarding the Remuneration of the Board of Directors, the Group's Results
and the Average Remuneration of Brembo's Employees	36
Further Relevant Information	39
Part Two	41
Table 1  -  Remuneration paid to members of the Board of Directors, members of the Board of Statutory
Auditors, General Managers and other Key Management Personnel	41
Table 3b  -  Cash Incentive Plans for Members of the Board of Directors, General Managers and Other
Key Management Personnel	44
Scheme 7-ter of Table 1  -  Shareholdings of Members of the Board of Directors and the Board of Statutory
Auditors, General Managers and Other Key Management Personnel	44
Attachments	45
Reconciliation of Regulatory Requirements with the Report on the Remuneration Policy and Remuneration Paid	45
Regulatory framework	49
Glossary	50

Report on the Remuneration Policy for 2024 and Remuneration paid in 2023 of the Brembo Group

3

Letter from the Chairman

LETTER FROM THE CHAIRMAN

Dear Shareholders,

In my capacity as the Chairman of the Remuneration & Appointments Committee, I am pleased to present to you the Report on the Remuneration Policy for 2024 and Remuneration Paid in 2023, approved by the Board of Directors on 5 March 2024. The document has been drawn up in compliance with Article 123-ter of TUF and with the regulatory provisions in force in The Netherlands.

2023 was yet another year marked by an extraordinary geopolitical and macroeconomic complexity. Global economy had to face numerous challenges, shaped by three important factors: the Middle East crisis, the constantly growing global tensions and the financial market instability. After a promising start, helped by lower energy prices and the recovery of the Chinese economy, global growth slowed in 2023. The impact of tighter monetary policies is becoming increasingly visible, as business and consumer confidence deteriorates and China's growth decelerates. All this reflects on the last OECD growth estimates, according to which global GDP growth is projected to remain sub-par in 2023 and 2024, at 3% and 2.7% respectively, held back by the macroeconomic policy tightening needed to rein in inflation.

In 2023,Brembo faced several major challenges as well,considering the increasingly complex geopolitical and macroeconomic context. Nonetheless, the Company confirmed its robust operating and financial performance. Brembo's revenues rose by 6% compared to the previous year, nearing €4 billion, driven by customers' constant appreciation, product innovation and Brembo People's commitment. The Company also continued to generate positive cash flows and reduced its debt, confirming a solid financial position. Brembo made further investments in ambitious program- mes, steadily focusing on product innovation.

As 2023 results remained at excellent levels, Brembo was able to further expand innovation and research. Among the initiatives undertaken, worth of mention is the new unit Brembo Solutions, aimed at supporting global businesses in maximising AI and machine learning potential through the "AI-Doing" approach, rooted in Brembo's extensive expertise in the highly competitive sector in which it ope- rates. In addition, we also consolidated Brembo Inspiration Lab, our first centre of excellence based in Silicon Valley and focused on software development, data science and artificial intelligence: it is the tangible embodiment of our Vision "Turning energy into inspiration".

All these initiatives are part of Brembo's increasingly consolidated path to become a renowned Company not only in the automotive industry, but also a reliable player in the software industry, in line with its Mission to be a well-established Solution Provider that combines its products with higher valued-added services and solutions to complement its "traditional" business.

Moreover, thanks to investments of approximately €500 million, Brembo is growing at global level, expanding its production capacity in three key countries on three conti- nents: it is investing in building new plants with a view to digital transformation ad sustainability. In Mexico, Brem- bo is completing the expansion of its plant specialised in manufacturing brake calipers. Once operational, this new facility will enable Brembo to double its production capacity in the country. In China, Brembo is expanding its braking system plant, thus strengthening its production capacity in the country: this investment also includes the renovation of the site's R&D centre, so as to create an advanced hub supporting the development of the new technologies required by the Chinese market. In Poland, Brembo has planned to build a new cast-iron foundry through a project that will lead to Brembo's most advanced foundry the world over, equipped with cutting-edge technologies and sustainability -oriented. In addition to these projects, Brembo also acquired the Italcementi property at Kilometro Rosso in Italy - a transaction that will allow it to further expand its headquarters in line with its growth plan. Thanks to these investments and its new facilities, Brembo is consolidating its global footprint and strengthening its production capacity in the braking system sector. The Company is therefore committed to meeting the growing demand for high quality products, while continuing to devoting great attention to ESG matters.

With regard to ESG topics in particular, I would like to bring to your attention the dedicated chapter contained in this Report (Sustainability at Brembo) that illustrates the ESG initiatives undertaken by Brembo. The Company devoted special attention to ESG initiatives, focusing particularly on the social dimension, with regard to the People aspect, as well as on the Environmental dimension, once again obtaining prestigious recognition from CDP (formerly the Carbon Disclosure Project) as a company with an "A-" rating (on a revised scale compared to previous years that calls for a maximum rating of "A"). With further regard to the People aspect, the constant focus on DE&I (Diversity, Equity

4 Report on the Remuneration Policy for 2024 and Remuneration paid in 2023 of the Brembo Group

Letter from the Chairman

and Inclusion) matters resulted in reinforcement of anti-discrimination policies and the beginning of a process that will lead to Gender Equality Certification. Given Brembo's strong focus on People, in 2023 the Committee was closely involved in two activities: (1) assessment and consequent management of the risks associated with the People area (attraction, retention and management of key competen- cies); and (2) evaluation of the competitiveness in relation to the external market of the remuneration paid by Brem- bo to middle managers and white-collars.

Within this context, Brembo has developed a Remuneration Policy designed in substantial continuity with that presented in 2023. The Policy focuses on objectives tied to financial performance, financial solidity, shareholder value creation and sustainability in both the short and the long term. It is based on the principles of aligning the interests of management and stakeholders, meritocracy, attraction and retention of the best professionals, equity, remuneration consistency and monitoring of market best practices.

In the section dedicated to implementing the Remuneration Policy approved in 2023, a thorough analysis is provided of the correlation between performance and short- term variable remuneration only - the 2022-2024 LTI Plan

is still in its vesting phase - and the fixed remuneration paid to Members of the Board of Directors and Board of Statutory Auditors.

I would also like to emphasise that the Report has been prepared on the basis of the feedback given by proxy advisors and institutional investors during their regular engagement meetings with the Company on an annual basis. This approach reflects Brembo's commitment to ensuring ever increasing transparency and responsibility towards its stakeholders.

At the end of the first year of our three-year term of offi- ce, I would like to sincerely thank the members of the Remuneration & Appointments Committee, Ms. Elizabeth M. Robinson and Ms. Manuela Soffientini, for their valuable contribution to the activities performed.

Finally, I would like to thank you in advance for the interest that you show each year in our Remuneration Policy. I hope you, as Brembo shareholders, will find the information provided in this document exhaustive and useful for you to continue to provide your positive support during the General Shareholders' Meeting.

Best regards

The Chairman of the Remuneration

• Appointments Committee Giancarlo Dallera

Report on the Remuneration Policy for 2024 and Remuneration paid in 2023 of the Brembo Group

5

Introduction

INTRODUCTION

In 2023, Brembo reported positive financial results that confirmed the Company's solidity. Sales grew by 6% to €3,853.5 million compared to 2022. EBITDA was €635 mil- lion, with EBITDA margin at 16.5%, whereas EBIT margin was 10.7%. These figures highlight Brembo's significant profit-generation capability and its financial solidity. This testifies to its ability to generate positive cash flows and reduce its debt, while also forging ahead with its ambitious investment plans.

Brembo's positive financial results stem from the Com- pany's ongoing commitment to pursuing its mission of excellence and innovation within the sector. Brembo continues to invest in research and development, maintaining its forward-looking perspective and anticipating the challenges of the global market. Thanks to the results achieved, the Company is able to allocate significant resources on in- novation, supporting numerous R&D projects. In particular, Brembo stands out for the innovation of its product range, which includes cutting-edge mechatronic solutions. This commitment allows Brembo to remain competitive and meet its customers' needs in a constantly evolving market.

Within this context, Brembo's mission is to be an authoritative Solution Provider, adopting an approach of servitisa- tion and dematerialisation. The former term refers to the transformation experienced by leading companies, such as Brembo, that are gradually transitioning from the sale of products to the provision of services related to such pro- ducts, whereas the latter refers to the adoption of digital solutions. For this purpose, Brembo has developed various processes in which each new product is more ecological and sustainable than its predecessor, integrating artificial intelligence and sustainable technologies into its braking systems. Today, Brembo is looking to the future with the goal of standing alongside its partners in overcoming the challenges posed by the automotive market and the revolutionary new mobility, thus also becoming a trusted benchmark for the generations of tomorrow. In this way, Brem- bo intends to help shape the unique experience of driving tomorrow's vehicles.

In 2023, Brembo founded Brembo Solutions, the Group's new unit dedicated to providing businesses with digital so- lutions. This area focuses on various industrial sectors such as fashion, food and iron and steel, offering solutions based on Brembo's direct experience with artificial intelligence applied to the industrial world. By exploiting artificial intelligence, Brembo Solutions offers digital solutions to improve efficiency and innovation. Brembo's "AI-doing" approach - rooted in its vast experience in the challenging sector in which it operates - supports global companies

in leveraging the potential of artificial intelligence and machine learning. This proprietary Brembo approach ensures maximum product quality and process efficiency at all ti- mes. Indeed, the use of artificial intelligence also enables improved quality control of production processes, helping create the best operating conditions through an analysis of production data to automatically identify defects and reduce product waste, thus yielding more efficient and effective production processes.

With regard to Brembo's increasingly consolidated path to become a renowned Solution Provider in the software industry, worth of mention is Brembo Inspiration Lab, a centre of excellence based in Silicon Valley. This centre, specialised in data science, artificial intelligence and also software development, is the tangible embodiment of the Vision "Turning energy into inspiration". Brembo Inspiration Lab was inaugurated more than a year ago in the area renowned for technology and innovation with the clear, ambitious goal of supporting Brembo in its mission of becoming a Solution Provider to rise to the unprecedented challenges faced by the automotive industry. The Lab will collaborate with the Transformation and R&D Global Central Functions to develop future programmes and products at the global level and design artificial intelligence applications that enrich the customer experience and improve product performance. In addition, particular attention was devoted to ensuring that the Lab connects with young digital generations to attract talented individuals and inspire them to design the future.

To underscore Brembo's constant commitment to promoting innovation, mention should also be made of the 2023 Brembo Hackathon held at Brembo Inspiration Lab. During the event, participants developed ideas relating to machine learning and artificial intelligence to revolutionise current braking technologies.

A tangible example of Brembo's focus on software, data, artificial intelligence and mechatronics is Sensify™, the "Made in Brembo" revolutionary braking system. Sensify™ is Brembo's evolution that combines the development and production of calipers, discs and friction materials with expertise in software, artificial intelligence and data ma- nagement. It is an ecosystem designed to interact with all other smart functions, offering an optimal driving experience and maximum safety in which artificial intelligence, software and sensors work together to manage the braking of each wheel independently. Sensify™ is still in its development and industrialisation phase and will be launched in production in 2025. Brembo is actively promoting Sen- sify™ among the Group's customers and new players in

6 Report on the Remuneration Policy for 2024 and Remuneration paid in 2023 of the Brembo Group

Introduction

the electric vehicle market. The system represents an important step forward in the automotive industry, offering highly efficient, personalised braking for maximum safety on the road.

Brembo also remains committed to the digitalisation of internal processes to build an organisation that responds effectively to business challenges, by providing people with the tools they need to face the rapid evolution and digita- lisation of the outside world. As part of the Ishango Digital Transformation Programme in which Brembo is involved at the global level, work continued to focus on implementing digital platforms integrated into the existing ecosystem and on the adoption of new ways of working and digital solutions. Among the various initiatives, a new Group ERP was implemented for the management of the main Company processes and a new HCM (Human Capital Ma- nagement) system was adopted for people management.

Within the aforementioned corporate and business fra- mework, the 2024 Remuneration Policy plays a fundamental role for Brembo as it is an enabling factor for executing the long-term corporate strategy, particularly with a view to ensuring the Company's economic and social sustainability, attracting and retaining key individuals

necessary to create value for all stakeholders (including shareholders, customers, suppliers, and also employees). Retention is an increasing top priority for Brembo, considering the competitive and challenging labour markets that it faces.

The main objective of the Policy is therefore to retain and motivate talent within the Company. To this end, Brembo is committed to guaranteeing a competitive EVP (Employee Value Proposition) by also strengthening its commitment to gender equity, promoting equal opportunities, and ensuring equal and consistent pay. Brembo's remuneration policy rewards long-term strong performance, recognising and valuing the contributions of its People, who stand out for their results and commitment.

Furthermore, the Remuneration Policy is also developed in accordance with the approach of constant stakeholder dialogue. Brembo recognises the importance of interfacing with the remuneration policies' key beneficiaries and with investors in order to adopt the best market practices and receive valuable feedback from various stakeholders. This approach allows Brembo to continuously improve its Remuneration Policy, ensuring its employees a competitive remuneration and meeting its stakeholders' expectations.

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ENSURING THE SUSTAINABLE GROWTH OF OUR GROUP

The ability to report economic and financial results that are above the reference market average, despite the persistence of a complex global macroeconomic scenario

CREATING VALUE FOR OUR SHAREHOLDERS

Drawing up a Policy able to ensure the alignment of management's interests

with the priority of creating sustainable shareholder value over a medium-long-term horizon

BALANCING DECISIONS AGAINST THEIR SOCIAL AND ENVIRONMENTAL IMPACT

Brembo has always paid particular attention to the development of global policies in the areas of ethics, responsibility, and sustainability, considering these values to be the foundation of the valuable "intangible" heritage formed by its brand, and the set of principles that characterise the way in which a socially responsible Company acts

PROMOTING THE GUIDING PRINCIPLES THAT CHARACTERISE THE GROUP

Ethics, quality, acknowledgement, proactivity and belonging are the five guiding values that make up the wealth of Brembo's shared culture, as well as a benchmark for conducting the Company's business and operations in full respect for all the Group's stakeholders

MAKING THE COMPANY ATTRACTIVE ON THE MARKET AND INVESTING IN BREMBO PEOPLE

Brembo's Remuneration Policy provides for an overall remuneration suited to promoting the attraction and retention of high-profile candidates. This Policy constantly recognises the performances achieved so as to attract new talent and ensure Brembo People's ongoing strong commitment

Report on the Remuneration Policy for 2024 and Remuneration paid in 2023 of the Brembo Group

7

Introduction

RECONCILIATION BETWEEN STRATEGY, SUSTAINABILITY AND REMUNERATION POLICY

ENSURING THE SUSTAINABLE

GROWTH OF OUR GROUP

CREATING VALUE FOR OUR

SHAREHOLDERS

BALANCING DECISIONS

AGAINST THEIR SOCIAL AND ENVIRONMENTAL IMPACT

PROMOTING THE GUIDING

PRINCIPLES THAT CHARACTERISE

THE GROUP

MAKING THE COMPANY

ATTRACTIVE ON THE MARKET AND INVESTING IN BREMBO PEOPLE

The Remuneration Policy for 2024 was drawn up in continuity with the previous years by defining remuneration elements that support the implementation of the Group's strategic guidance through an adequate balance of short- and long-term performance parameters

The Economic Value Added (EVA) metric in the 2022-2024 LTIP ensures in particular that the interests of our shareholders are aligned to the action of the Group's management

Use of ESG metrics also in short- and long-term incentive systems, through the use of a KPI linked to the Group Carbon Footprint, as a proof of Brembo's medium-to-long term sustainability strategy

Integrity, responsibility and transparency are the drivers adopted in the Group's remuneration systems; these drivers take the form of elements such as an attention to employees, supply chain sustainability and respect for local communities

The Policy's distinctive elements are designed to attract and retain highly capable management personnel and reward their responsibilities, skills and experience

This Report on the Remuneration Policy and Remuneration Paid is the result of the efforts devoted to providing with a transparent, complete account of the criteria adopted to compensate the Group's personnel and recognise their contribution in the achievement of corporate targets, by ensuring that they have the tools needed for a thorough assessment of the Company and for the informed exercise of their rights.

In addition, Brembo has always complied with applicable laws, regulations and recommendations of the Corporate Governance Code for Listed Companies (the Remuneration Policies for 2024 are consistent and compliant with the provisions of Article 5 - "Remuneration" of the Corporate Governance Code - 2020 edition) that the Company has adopted endorsing it into its own Corporate Governance Code (Brembo Corporate Governance Code), as well as into the Regulations of the Board of Directors and of the Board Committees.

Moreover, following Brembo's Cross-Border Conversion and the ensuing transfer of its registered office in The Nether- lands, the current Remuneration Policy complies also with the Dutch Civil Code and Corporate Governance Code.

In particular, the Report on the Remuneration Policy and Remuneration Paid is structured as follows:

• SECTION I: this section refers to the members of the Governing Bodies, General Managers and Key Manage- ment Personnel and contains information about the principles and guidelines according to which Brembo S.p.A. sets its Remuneration Policy, in addition to infor- mation about the procedures used to adopt and imple- ment that Policy. This section describes in a clear, tran- sparent and intelligible way, the general principles and purposes pursued, information regarding the governan- ce of the process aimed at defining the Remuneration Policy with details of the main Bodies and Parties invol- ved, as well as information on the purposes, tools and recipients of the said Policy.
  Section I of the Report on the Remuneration Policy and Remuneration Paid, in accordance with the provisions of Italian Legislative Decree No. 49 of 10 May 2019, is subject to the binding vote of the Ordinary Sharehol- ders' Meeting, called to approve the 2023 Financial Sta- tements;
• SECTION II: it is organised into two parts and audited, in accordance with the provisions of Legislative Decree No. 49 of 10 May 2019, by the firm Deloitte & Touche S.p.A. appointed to perform the audit. The first of these

8 Report on the Remuneration Policy for 2024 and Remuneration paid in 2023 of the Brembo Group