Brembo S p A : SHM 17.12.2021 Proxy Form for Appointed Representative which is the Only Subject Legitimately Entitled to Attend the SHM 2021

Brembo S.p.A. - Extraordinary and Ordinary Shareholders' Meeting December 17, 2021 in single calling

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Brembo S.p.A. (the Company) has appointed Computershare S.p.A., through its employee or duly entrusted staff member, acting as Appointed Representative pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and to article 106 of Law Decree on March, 17th 2020 no.18 (converted into Law no. 27 of April 24, 2020) (as most recently amended by article 6 of Decree-Lawno. 105 of July 23, 2021, converted with amendments by Law no. 126 of September 16, 2021, the "Decree 18/2020") to collect proxies for the Extraordinary and Ordinary Shareholders' Meeting convened on December 17, 2021 in single calling, in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's www.brembo.com in the section "Investors", "For Shareholders", "Shareholders' Meeting".

The proxy and voting instructions, to be conferred by December 15, 2021, may be revoked within the same date with the procedures used for the conferral.

Conferral of proxy and voting instructions by signing and submitting this form is free of charge, except where transmission or postal charges apply.

Art. 135-decies of Legislative Decree 58/98 (Conflicts of interest of representative and substitute)

Computershare S.p.A., acting as Appointed Representative, is not subject to any conflicts of interest as defined under Article 135-decies of Legislative Decree 58/98. However, in the event of unknown circumstances or in the event of amendment or integration to the motions presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received.

PROXY FORM

Fill in the requested information based on 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 12/08/2021(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 the above Appointed Representative to attend and vote at 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 right to vote, and he/she is aware that:

• the proxy to the Appointed Representative may contain voting instructions even on just several proposals on the agenda and that, in this event, the vote shall be exercised only for the proposals in relation to which voting instructions have been conferred.
• the proxy 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

NOTE: It is not possible to grant this proxy form without the voting instructions, downloaded from the company's website www.brembo.com in the section "Investors", "For Shareholders", "Shareholders' Meeting". Voting instruction form can be requested by phone at no. [phone].

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Brembo S.p.A. - Extraordinary and Ordinary Shareholders' Meeting December 17, 2021 in single calling

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

VOTING INSTRUCTIONS

(For use of Appointed Representative only - tick relevant boxes and send to Computershare S.p.A. as per the instructions for filling in)

The undersigned (7)

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

	VOTING
RESOLUTIONS TO BE VOTED	INSTRUCTIONS
F(for), C (against), A
	(abstain)

EXTRAORDINARY SESSION

1. Introduction of Article 17-bis of the By-laws of Brembo S.p.A. concerning the position of Chairman Emeritus. Relevant and ensuing resolutions.

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

F

C

A

ORDINARY SESSION

1. Appointment of a Director for the integration of Brembo S.p.A.'s Board of Directors. Relevant and ensuing resolutions.

The Board of Directors did not submit any proposal

Section C
C2	- vote for proposal submitted by the holder of a majority or significant shareholding (11)	F	C	A
C3	- vote for proposal submitted by holder of minority shareholding (11)	F	C	A
	2. Appointment of the Chairman of the Board of Directors. Relevant and ensuing resolutions.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 - vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

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Brembo S.p.A. - Extraordinary and Ordinary Shareholders' Meeting December 17, 2021 in single calling

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

3. Chairman Emeritus

3.1 Appointment. Relevant and ensuing resolutions.

Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 - vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A
3.2 Determination of the term of the office. Relevant and ensuing resolutions.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 - vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

DATE

SIGNATURE

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Brembo S.p.A. - Extraordinary and Ordinary Shareholders' Meeting December 17, 2021 in single calling

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Instructions for filling in and submitting the form

This form could be updated and integrated if the Company receives requests for integrations or proposals pursuant to art. 126-bis of the TUF (where applicable) or individual resolution proposals relating to the items on the agenda.

The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within December 15, 2021, using one of the following methods:

1. Registered Email Holders (PEC): as an attachment document (PDF format) sent to [e-mail] the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registered Email Holder;
2. Digital Signature Holders (FEA): as an attachment document with digital signature sent to [e-mail] the event that the Proxy Grantor (as Individual or as Legal Entity) is a Digital Signature Holder;
3. Common Email address Holders: as an attachment document (PDF format) sent to [e-mail]. In this case, the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. via Mascheroni, 19, 20145 Milano (MI).

The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

1. Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power.
2. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.
3. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.
4. Reference to the communication made by the intermediary and its name.
5. Provide details of a valid form of identification of the proxy signatory.
6. Provide the name and surname of the signatory of the Proxy form and Voting instructions.
7. Pursuant to article 135-undecies, subsection 3, of Italian Legislative Decree no. 58/1998, "Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares of the shareholder concerned are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried".
8. The resolutions proposed to the shareholders' meeting and the documentation, which are briefly referred to herein, are reported in the Reports published on the company website www.brembo.com.

Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Section A.

The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention). If no instructions will be given to the Appointed Representative regarding a motion, the shares will not be considered for that motion.

1. Section A2, if present, collects the voting instructions if, within the deadline and in the cases allowed, an alternative, complementary or supplementary resolution proposal to what has been published by the administrative body is presented and published. The Appointed Representative shall vote on each of the proposals that will be put to the vote at the meeting in accordance with the instructions given since it is exclusively the responsibility of the proxy holder to formulate expressions of vote consistent with the proposals (alternative or complementary) that were published.
2. In absence of a resolution proposal of the administrative body or of another proposal subsequently published and reported in the instruction form, the Designated Representative will be asked to approve one of the proposals submitted to the meeting by the Chairman on behalf of the proposing parties. Accordingly, the voting instructions are collected by the Designated Representative in Section C as the sole expression of vote on the proposals submitted by the parties named therein. The voting instructions provided in relation to the different characteristics of the proposers indicated in Section C may also be identical but shall bind the Appointed Representative to express the vote only if the proposer has the characteristics indicated in the relevant instruction. In the event of more than one proposal submitted by different owners of minority interests not previously disclosed and not reported in the instruction form, the Appointed Representative shall not be entitled to express any vote.

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Brembo S.p.A. - Extraordinary and Ordinary Shareholders' Meeting December 17, 2021 in single calling

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Italian Legislative Decree no. 58/98 (T.U.F)

Article 135-decies

(Conflict of interest of the representative and substitutes)

1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.
2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

1. has sole or joint control of the company, or is controlled or is subject to joint control by that company;
2. is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;
3. is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);
4. is an employee or auditor of the company or of the persons indicated in paragraph a);
5. is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);
6. is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.
   3. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply.

Disclosure obligations and related onus of proof in any event remain with the representative. 4. This article shall also apply in cases of share transfer by proxy.

Article 135-undecies

(Appointed representative of a listed company)

1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.
2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.
3. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.
4. The person appointed as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.
5. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.

Law-Decree nr. 18 on March 17th, 2020

Art. 106 (Rules relating to the conduct of Company Shareholders' meetings)

[...] 4. To attend ordinary or extraordinary Shareholders' Meetings, Companies with listed shares can designate the Representative pursuant to article 135-undecies of Italian Legislative Decree nr. 58 on 24 February 1998, even if the Articles of Association decree otherwise. The Companies can also provide in the notice calling the Shareholders' meeting that the Appointed Representative pursuant to article 135-undecies of the Italian Legislative Decree n. 58, on 24 February 1998, will be the only subject entitled to attend the Meeting; to the aforementioned Appointed Representative may also be confer proxies or subdelegations pursuant to article 135-novies of the Italian Legislative Decree n. 58, on 24 February 1998, notwithstanding the provision of art. 135-undecies, paragraph 4, of the same Decree.

5. Paragraph 4 also applies to companies admitted on a multilateral trading system and to Companies with financial instruments widely distributed among the public.

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