Brembo S p A : DIRECTORS’ REPORT ON 2024 BREMBO REMUNERATION POLICY AND 2023 REMUNERATION PAID REPORT

English Translation for convenience - Only the Italian version is authentic

ILLUSTRATIVE REPORT OF THE BOARD OF DIRECTORS CONCERNING THE FIFTH AND SIXTH ITEMS ON

THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING OF BREMBO S.P.A., CALLED ON

23 APRIL 2024 (SINGLE CALLING).

(prepared in accordance with art. 125-ter of the Legislative Decree Nr. 58 of February 24, 1998, as subsequently amended and

integrated, and with Art 84-ter of Consob Regulation adopted through Resolution No. 11971 of 14th May 1999

as subsequently amended and integrated)

1. Report on the Remuneration Policy for 2024 and Remuneration Paid in 2023: 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 2024). Resolutions pursuant to Article 123- ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58 of 24th February 1998.
2. Report on the Remuneration Policy for 2024 and Remuneration Paid in 2023: 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 2023). Resolutions pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of 24th February 1998.
3. • * *

Shareholders,

this Illustrative Report - drawn up pursuant to art. 125-ter, paragraph 1, of Legislative Decree 24 February 1998 n. 58, as subsequently amended and integrated (the "TUF"), and art. 84-ter of Consob Regulation adopted through Resolution No. 11971 of 14 May 1999 as subsequently amended (the "Issuers Regulation") - was approved by the Board of Directors of Brembo S.p.A. ("Brembo" or the "Company") at the meeting held on 5 March 2024 and is made available to the public, in accordance with the law and regulations, at the registered office, on the Company's website, at www.brembo.com, section "Investors" - "For Shareholders" - "Shareholders' Meeting", as well as on the authorized storage mechanism "1info-storage" (www.1info.it).

* * *

With reference to the fifth and to the sixth items on the Agenda, the Board of Directors intends to submit for your examination and approval, in accordance with the law, the Brembo Report on the Remuneration Policy for the year 2024 and on the Paid Fees in the year 2023, drafted pursuant to art. 123-ter of the TUF and art. 84-quater of the Issuers Regulations, approved by the Board of Directors on 5 March 2024, on a proposal from the Remuneration and Appointments Committee of Brembo, which examined it on 23 February 2024 (the "Remuneration Report"), and set forth in full in Attachment 1.

Article 123-ter, paragraphs 3-bis,3-ter and 6 of the TUF provides the binding vote for the first section of Remuneration Report (Remuneration's policy) and the non-binding vote on the second section of Remuneration Report (Paid Fees); therefore, the shareholders are invited to express two different votes: one binding for the remuneration policies and the other one non-binding on the paid fees.

The Report on the Remuneration Policy for 2024 and Paid Fees in 2023 is divided in two sections:

• the SECTION Iillustrates:
• 1. Brembo 2024 Remuneration Policy for members of the Board of Directors, general managers and key management personnel and without prejudice to the provisions of article 2402 of the Italian Civil Code, of the components of the Board of Statutory Auditors;

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English Translation for convenience - Only the Italian version is authentic

b) the procedures used to adopt and implement this policy;

this Section I was also prepared in accordance with the provisions of Article 2:135A of the Dutch Civil Code and Principle 3.1 of the Dutch Corporate Governance Code.

• the SECTION IIillustrates:
• 1. a suitable explanation of each item of the remuneration, including the treatments provided for in the event of cessation of office or termination of employment, highlighting the coherence with the company's policy in terms of remuneration relating to the 2023 policy.
  2. an analytics explanation of the fees paid 2023 by the Company and by the Subsidiaries in any way and in any form by indicating any component of the above-mentioned fees that refer to activities performed in years prior to that of reference, in addition to highlighting the fees to be paid in one or more subsequent years in exchange for the work performed in the year 2023;
  3. an explanation on how the company has taken account of the vote expressed the previous year on the second section of the report.

The Remuneration Report also includes the disclosure of interests held by the members of the Board of Directors and Board of Statutory Auditors, general managers and key management personnel as well as by spouses who are not legally separated and by minors, directly or through subsidiaries, trust companies or third parties in the Company and in its subsidiaries, as required under Article 84- quater, paragraph 4, of the Issuers Regulation.

Pursuant to Article 123-ter of TUF, the full text of the Report on the Remuneration Policy 2024 and Paid Fees in 2023 is made available at the Brembo S.p.A.'s registered office in Curno (Bergamo), Via Brembo 25, on the corporate website www.brembo.com, Company Section, Corporate Governance, Remuneration Policies, as well as through the mechanism for the storage of regulated information 1info-storage" (www.1info.it).

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Shareholders,

Now therefore, in light of the foregoing, the Board of Directors of the Company proposes that the Ordinary Shareholders' Meeting take the following:

Motion for a resolution on item 5 on the agenda

"The Ordinary Shareholders' Meeting of Brembo S.p.A:

• having examined the Section 1 of the Report on the Remuneration Policy 2024 and Paid Fees in 2023 of Brembo S.p.A., prepared pursuant to Artt. 123-ter of TUF and 84-quarter of the CONSOB Issuers Regulation adopted through Resolution No. 11971 of 14 May 1999 as well as in accordance with the provisions of Article 2:135A of the Dutch Civil Code and Principle 3.1 of the Dutch Corporate Governance Code;
• having examined Illustrative Report of the Board of Directors,

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English Translation for convenience - Only the Italian version is authentic

resolves

1. to approve pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of TUF, the Section I of the Brembo S.p.A. Report on the Remuneration Policy 2024 and Paid Fees in 2023, prepared pursuant to Artt. 123-ter of TUF and 84-quarter of the CONSOB Issuers Regulation adopted through Resolution No. 11971 of 14 May 1999 as well as in accordance with the provisions of Article 2:135A of the Dutch Civil Code and Principle 3.1 of the Dutch Corporate Governance Code, and approved by the Board of Directors on 5 March 2024, which sets out the Company's policy on the remuneration of members of the Board of Directors, general directors and key management personnel of the Company and without prejudice to the provisions of Article 2402 of the Civil Code, the members of the control bodies for the financial year 2024, and the procedures used for the adoption and implementation of that policy".

Motion for a resolution on item 6 on the agenda

"The Ordinary Shareholders' Meeting of Brembo S.p.A

• having examined the Section 2 of the Report on the Remuneration Policy 2024 and Paid Fees in 2023 of Brembo S.p.A., prepared pursuant to Artt. 123-ter of TUF and 84-quarter of the CONSOB Issuers Regulation adopted through Resolution No. 11971 of 14 May 1999;
• having examined Illustrative Report of the Board Of Directors,

resolves

1. to vote positively pursuant to Article 123-ter, paragraph 6, of TUF, the Section II of the Brembo S.p.A. Report on the Remuneration Policy 2024 and Paid Fees in 2023, prepared pursuant to Artt. 123-ter of TUF and 84-quarter of the CONSOB Issuers Regulation adopted through Resolution No. 11971 of 14 May 1999 and approved by the Board of Directors on 5 March 2024, which sets out the Company's policy on the fees paid to members of the Board of Directors, general directors and key management personnel of the Company and members of the control bodies in the financial year 2023".

Stezzano, 5 March 2024

On behalf of the Board of Directors

The Executive Chairman

signed by Matteo Tiraboschi

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ANNEX 1

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

ANNEX 1

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

ANNEX 1

REPORT ON THE

REMUNERATION POLICY FOR 2024

AND REMUNERATION PAID IN 2023

OF THE BREMBO GROUP

Contents	ANNEX 1

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

ANNEXContents 1

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	ANNEX 1

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 ChairmanANNEX 1

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

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