Unofficial translation  Only the Italian version is
authentic
Registered offices: Curno (Bergamo), 25 Via Brembo - Italy Paid up
share capital: 34,727,914.00 E-mail: ir@brembo.it
http://www.brembo.com Bergamo Register of Companies  Tax Code No.
00222620163
CALLING OF THE ORDINARY SHAREHOLDERS' MEETING The Shareholders are
convened to the Ordinary Shareholders' Meeting to be held at the
Company offices at Viale Europa 2, 24040 Stezzano (Bergamo) on 23
April 2013 at 11:00 a.m. CET (first call) or, if necessary, on 24
April 2013, at the same place and time (second call), to resolve on
the following AGENDA Presentation of the Financial Statements of
Brembo S.p.A. for the year ended 31 December 2012, 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. Allocation of profit
for the year and dividend distribution. Ensuing resolutions. 1.
Presentation of the Consolidated Financial Statements of the Brembo
Group for the year ended 31 December 2012, with the Directors'
Report on Operations, the Statutory Auditors' Report, the
Independent Auditors' Report and the Attestation of the Manager in
charge of Company's Financial Reports. 2. Board of Statutory
Auditors' proposal for the conferral of the independent auditing
engagement for the period 2013 Â 2021, determination of the
associated compensation and adjustment criteria. Ensuing
resolutions. 3. Authorisation for the buy-back and disposal of own
shares. Ensuing resolutions. 4. Redefinition of Directors' total
remuneration pursuant to Article 21 of the By-laws of Brembo S.p.A.
Ensuing resolutions. 5. Presentation of the Remuneration Report of
Brembo S.p.A. Resolutions pursuant to Article 123-ter of TUF.
Stezzano, 18 March 2013 On behalf of the Board of Directors The
Chairman (Alberto Bombassei)
SHARE CAPITAL AND VOTING RIGHTS. The Company's share capital of
34,727,914.00 is represented by 66,784,450 ordinary shares with a
par value of euro 0.52 each. Each ordinary share entitles the owner
to one vote in ordinary and extraordinary shareholders' meetings.
At today's date, the Company holds 1,747,000 own shares
representing 2,616% of the share capital. The voting rights
associated with these shares have been suspended pursuant to
Article 2357-ter, paragraph 2, of the Italian Civil Code.
Accordingly, the total number of votes that may be cast at the
General Shareholders' Meeting to be convened amounts to 65,037,450.
ENTITLEMENT TO TAKE THE FLOOR. Pursuant to Article 83-sexies of the
Finance Consolidation Law (TUF) and Article 11 of the By-laws,
entitlement to take the floor and vote at Shareholders' Meetings is
established pursuant to a notice to be served on the Company by the
intermediary in accordance with the latter's own accounting
records, in favour of the person or party holding voting rights, on
the basis of the records as at the end of accounting business on
the seventh trading day preceding the
Unofficial translation  Only the Italian version is authentic
scheduled date of the Shareholders' Meeting at first calling
(so-called record date, i.e., 12 April 2013); credit and debit
movements in the accounts following the said deadline shall not be
taken into consideration for the intents and purposes of
establishing entitlement to vote at the Shareholders' Meeting.
Persons and parties which become shareholders of the Company only
following such date (i.e., 12 April 2013), shall not be entitled to
participate in or vote at the Shareholders' Meeting. The aforesaid
notice from the intermediary must reach the Company by the end of
the third trading day preceding the scheduled date of the
Shareholders' Meeting at first calling (i.e., no later than 18
April 2013). Without prejudice to entitlement to take the floor
and/or vote in the event the said notice reaches the Company after
said deadline but before commencement of the proceedings of the
Shareholders' Meeting referred to in the individual notice of
calling. PROXY VOTING. Any and all persons and parties entitled to
take the floor and vote at the Shareholders' Meeting may be
represented at the latter pursuant to written proxy to be
transmitted electronically in accordance with applicable statutory
provisions, by filling in and duly signing the proxy form available
at the website www.brembo.com under Investors, Information for
Shareholders, Shareholders' Meeting 2013. Notice of the proxy can
be forwarded to the Company by e-mail to sent to the certified
e-mail address brembo@pecserviziotitoli.it. The proxy who is to
take the floor and/or vote at the Shareholders' Meeting must, in
any event, certify that the copy forwarded is a true copy of the
original. The form for the said certification is available at the
website www.brembo.com under Investors, Information for
Shareholders, Shareholders' Meeting 2013. The proxy letter with
voting instructions may be conferred, free of charge, by any person
or party providing proof of entitlement to vote pursuant to law, on
Servizio Titoli S.p.A., appointed by the Company for such purpose
pursuant to Article 135-undecies of TUF, by filling in and duly
signing the related form available at the website www.brembo.com
under Investors, Information for Shareholders, Shareholders'
Meeting 2013, as well as at the Company's registered offices, it
being understood that the original of the said proxy letter must
reach Servizio Titoli, at its legal offices in Milan, at Via
Mascheroni, 19 Â 20145 Milan, preferably after a certified true
copy of the same is forwarded by facsimile message to the number
+39-02-46776850 or by e-mail to the address
ufficiomilano@pecserviziotitoli.it, no later than the end of the
second trading day preceding the scheduled date of the
Shareholders' Meeting at first calling (i.e., no later than 19
April 2013 or no later than 22 April 2013 for the second call).
Proxies conferred in accordance with the above shall be deemed
valid only for the motions in respect of which voting instructions
are imparted. The proxy letter and voting instructions shall remain
revocable up to the same deadline mentioned above (i.e., no later
than 19 April 2013 for the first call or no later than 22 April
2013 for the second call ). RIGHTS TO POSE QUESTIONS ON ITEMS
PLACED ON THE AGENDA. Pursuant to Article 127-ter of TUF,
Shareholders may pose questions regarding the items placed on the
agenda even prior to the Shareholders' Meeting, by forwarding the
same (together with a statement certifying the right to vote at
record date, i.e., 12 April 2013) to the e-mail address
ir@brembo.it. All such questions must reach the Company in a timely
manner in order for the same to be dealt with during the
Shareholders' Meeting, and in any event, no later than 9.00 a.m. of
20 April 2013. Questions raised prior to the Shareholders' Meeting
shall be answered, at the very latest during the course of the
latter, although the Company reserves the right to treat several
questions regarding the same subject-matter as a single query. The
Company shall disregard questions not pertinent to the items on the
agenda for the Shareholders' Meeting. SUPPLEMENTATION OF THE AGENDA
AND PRESENTATION OF NEW PROPOSED RESOLUTIONS. Pursuant to Article
126-bis, paragraph 1, of TUF, and Article 10-bis of the By-laws,
within 10 days following the publication of this notice (i.e., no
later than 1 April 2013), Shareholders who, even jointly, represent
at least 1/40th of the share capital may apply for additional items
to be placed on the agenda or submit motions to be raised on items
already on the agenda, specifying the additional items or proposed
resolutions in the related request. The said requests must be
forwarded by registered letter with acknowledgement of receipt to
the Company's registered offices in Stezzano, at Viale Europa, 2 Â
24040 Stezzano (Bergamo) (to the kind attention of the Legal and
Corporate Affairs Dept.), together with a statement certifying the
right to vote. A report on the additional items proposed for
inclusion in the agenda, as well as on reasons motivating the
addition of proposed resolutions on items already on the agenda,
must be forwarded to the Company's Board of Directors by the same
deadline and in accordance with the same service procedures.
Pursuant to Article 126-bis, paragraph 3, of TUF, Shareholders may
not request the inclusion of additional items on the agenda in
respect of matters on which the Directors have moved the
Shareholders' Meeting to pass resolutions, or otherwise, regarding
projects or reports drawn up by Directors but falling outside the
scope of Article 125-ter, paragraph 1, of TUF. Notice of any
supplementation of the agenda and/or presentation of additional
proposed resolutions on subject matter already on the agenda shall
be given at least 15 days prior to the scheduled date of the
General Shareholders' Meeting according to the same terms of
publication as this notice (i.e., by 8 April 2013). Additional
proposed resolutions on subject matter already on the agenda shall
be made available to the public, along with the reports submitted
and any remarks by the Board of Directors, according to the
conditions set forth in Article 125-ter, paragraph 1, concurrently
with the publication of the notice of presentation. Pursuant to
Article 126-bis, paragraph 1, of the Consolidated Finance Law,
individual parties with voting rights may submit proposed
resolutions to the General Shareholders' Meeting. RELATED
DOCUMENTS. Any and all documents related to the proceedings of the
Shareholders' Meeting, including reports focusing on the items
placed on the agenda of the Shareholders' Meeting, motions raised
in respect of the said items, as well as documents that will be
submitted to the attention of the Shareholders' Meeting, in
accordance with the terms set forth by
Unofficial translation  Only the Italian version is authentic
current regulations, are made available for public consultation at
the Company's registered offices, at Borsa Italiana S.p.A. as well
as on the website www.brembo.com under Investors, Information for
Shareholders, Shareholders' Meeting 2013. Shareholders and any and
all persons and parties holding voting rights are entitled to
obtain a copy of any and all related filings. This notice appears
on the website www.brembo.com under Investors, Information for
Shareholders, Shareholders' Meeting 2013, and is further published
in the daily newspaper "Italia Oggi". Given the Company's ownership
structure, the General Shareholders' Meeting is currently expected
to be constituted and commence proceedings at first calling, on 23
April 2013, at 11.00 a.m. at Viale Europa 2, 24040 Stezzano
(Bergamo, Italy).
ANNUAL REPORT AT 31 DECEMBER 2012 It is hereby announced that the
Annual Report for the year ended 31 December 2012 (including: the
draft Annual Financial Statements of Brembo S.p.A., the
Consolidated Financial Statements, the Directors' Report on
Operations, the Report on the Corporate Governance and the
Shareholding Structure pursuant to Article 123-bis of TUF, the
attestation of the Manager in charge of the Company's Financial
Reports, the Statutory and Independent Auditors' Reports) have been
filed, in accordance with and within the terms established by the
law, with the registered office of the company and with Borsa
Italiana S.p.A. and CONSOB. The Annual Report is also available on
the corporate website at www.brembo.com, under Investors,
Reports.
Grafico Azioni Brembo NV (BIT:BRE)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Brembo NV (BIT:BRE)
Storico
Da Lug 2023 a Lug 2024
