Brembo S p A : BOARD RULES

1 • Board Rules

1 • BOARD RULES

1. INTRODUCTION

1. These Board Rules have been adopted by the Board on 24 April 2024, pursuant to article 20 of the Articles of Association.
2. In these Board Rules, unless where explicitly provided otherwise, capitalised words and expressions have the meaning as set forth in the list of definitions attached hereto as Schedule 1.
3. This document is complementary to the provisions regarding the Board of Directors and its members as contained in relevant laws and regulations, and the Articles of Associa- tion.

2. COMPOSITION OF THE BOARD OF DIRECTORS AND BOARD PROFILE

2.1 Nomination and appointment

1. The Board of Directorswill consist of at least five (5) and at most eleven (11) Directors, comprising both Executive Directors and Non-Executive Directors. The Directors are ap- pointed by the General Meeting as Executive Director or Non-Executive Director. The Board of Directors nominates one (1) or more candidates for each vacant seat, with due consideration of the Articles of Association, the D&I Policy and, for the Non-Executive Directors, the Board Profile.
2. Executive Directorsare appointed for a maximum period of four (4) years ending at the end of the annual General Meeting which is held in the fourth calendar year after the calendar year in which such Executive Director was appointed.1

An Executive Director shall be eligible for immediate re-appointment at the end of his term of office.

2.1.3 Non-ExecutiveDirectorsare appointed for a maximum of four (4) years ending at the end of the annual General Meeting which is held in the fourth calendar year after the calendar year in which such Non-Executive Director was appointment. A Non-Executive Director can be reappointed once for an additional period of four (4) years and, sub- sequently, be reappointed again for a period of two (2) years, which appointment can be extended by at most two (2) years. For a reappointment after an eight-year period, reasons must be provided in the Non-Executive Directors report.

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1Except for the first mandate considering that the cross conversion, effective on 24 April 2024, will not result in changes to the current composition of Brembo's board of directors, whose members will remain in office after the effective date and until the date of the annual General Meeting to be held in 2026.

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2.2 Board of Directors features

2.2.1 Board Profile

The Non-Executive Directors shall prepare a profile of the size and composition of the Non-Executive Directors, taking account of the nature and the activities of the Company and its affiliated enterprise (the "Board Profile"). The Board Profile shall address:

• the desired expertise and background of the Non-Executive Directors;
• the desired diverse composition of the Non-Executive Directors as expressed in the Com- pany's D&I Policy;
• the number of Non-Executive Directors; and
• the independence of the Non-Executive Directors.

The current Board Profile is attached hereto as Schedule 3.

2.2.2 Control by the Non-Executive Directors

The Non-Executive Directors shall endeavour to ensure, within the limits of its powers, that it is at all times composed so that:

1. each Non-Executive Director has the specific expertise required to perform his duties within the framework of his role within the Board Profile;
2. each Non-Executive Director is capable of assessing the broad outline of the overall man- agement;
3. the Non-Executive Directors together match the Board Profile and that the composition of the Non-Executive Directors is such that a degree of diversity appropriate to the Com- pany with regard to expertise, experience, competencies, other personal qualities, sex or gender identity, age, nationality and cultural or other background is ensured;
4. at least one (1) Non-Executive Director shall have competence in accounting and auditing;
5. the Non-Executive Directors are able to act independently and critically vis-à-vis one an- other, the Executive Directors and any particular interests involved; and
6. all Directors observe the restrictions regarding the nature and number of their other positions.

All Non-Executive Directors follow an induction programme geared to their role.

The induction programme covers, in any event, general financial, social and legal affairs, financial and sustainability reporting by the Company, any specific aspects that are unique to the Company and its business activities, the Company culture and the responsibilities of a Non-Executive Director.

2.2.3 Board of Directors independence

A Non-Executive Director is not independent if he or one of his Relatives:

1. has been an employee of the Company or an Executive Director or an employee or man- aging director of an issuer affiliated with the Company in the five (5) years prior to the appointment;
2. receives personal financial compensation from the Company, or an affiliated entity, other than the compensation received for the work performed as a Non-Executive Director and insofar as this is not in keeping with the ordinary business operations;
3. has had an important business relationship with the Company or an affiliated entity in the year prior to the appointment;
4. is a managing director of a company in which an Executive Director is a supervisory director;
5. has temporarily managed the Company during the previous twelve (12) months due to

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vacant seats for the position of Executive Director, or because Executive Directors were unable to perform their duties;

1. has a shareholding in the Company of at least 10%, taking into account the shareholding of natural persons or legal entities cooperating with him on the basis of an express or tacit verbal or written agreement; or
2. is a managing director, supervisory director, or a representative in some other way, of a legal entity which holds at least 10% of the Company's shares, unless such entity is a member of the same Group as the Company.

2.2.4 Roles

The Board of Directors will designate one of the independent Non-Executive Directors as Lead Non-Executive Director. The Lead Non-Executive Director is not a former Executive Director and is independent within the meaning of the Dutch Code.

In addition, the Board of Directors:

• may designate one of the Executive Directors as Executive Chairman;
• may designate one of the Executive Directors as CEO; and
• shall appoint a Secretary who need not necessarily be a Director.
• may designate one of the Executive Directors as Deputy Chair.

Subject to the prior approval of the General Meeting, the Board of Directors may appoint one

1. of the Directors or someone outside of the Board of Directors as a Chairman Emeritus, chosen from among individuals who have contributed to the Company's prestige and devel- opment notably and for a significant period of time.

2.2.5 Succession, Rotation Schedule and early retirement

The Non-Executive Directors ensure that the Company has a sound plan in place for the succession of Directors that is aimed at retaining the balance in the requisite expertise, experience and diversity. Due regard is given to the Board Profile in drawing up the plan for Non-Executive Directors.

Non-Executive Directors shall retire periodically in accordance with a rotation schedule drawn up by the Non-Executive Directors (the "Rotation Schedule"). The current Rotation Schedule is attached hereto as Schedule 2.

In addition to the provision in the article 22 of the Articles of Association, Directors will retire early in the event of inadequate performance, structural incompatibility of interests, and in other instances in which this is deemed necessary by the Non-Executive Directors. In the event of the early retirement of a Director, the Company will issue a press release mentioning the reasons.

2.2.6 Suspension

Finally, the Directors are suspended and dismissed in the manner as provided in article 22 of the Articles of Association.

3. TASK AND DUTIES OF THE BOARD OF DIRECTORS

3.1 General

The Board of Directors is charged with the management of the Company, which means, among other things, that it is responsible for the continuity of, and sustainable long-term value creation by, the Company and its affiliated enterprises. The Board of Directors takes

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into account the impact and the actions of the Company and its affiliated enterprises have on people and the environment and to that end weighs the stakeholder interests that are relevant in this context.

The responsibility for the management of the Company is vested collectively in the Board of Directors.

The Board of Directors shall externally express concurring views with respect to important affairs, matters of principle and matters of general interest, with due observance of the responsibilities of individual Directors.

The Board of Directors is responsible for compliance with all relevant laws and regulations. The Board of Directors is responsible for the corporate governance structure of the Company and compliance with the Dutch Code.

The Board of Directors is responsible for creating a culture that contributes to sustainable long-term value creation of the Company.

The Board of Directors promotes a culture of openness and accountability within the Board of Directors.

No Director shall be a tax resident in Netherlands.

4. COLLECTIVE RESPONSIBILITY AND DIVISION OF TASKS

4.1 General

The Board of Directors remains collectively responsible for decisions, even if they are prepared and/or taken by individual Directors. An individual Director may only exercise such powers as are explicitly attributed to him and he may never exercise powers beyond those exercisable by the Board of Directors as a whole.

The division of tasks within the Board of Directors is determined (and amended, if necessary) by the Board of Directors, subject to the consent of the majority of the Non-Executive Direc- tors. Directors especially charged with particular managerial tasks are primarily responsible for the risk control and monitoring of the managerial tasks concerned.

Each Director must inform the other Directors in a clear and timely manner about the way in which he has used his powers and about major developments in the area of his responsibilities.

Each Director shall also be entitled to obtain information from other Directors and employees where he deems this useful or necessary, also having regard to his collective responsibility for the management or supervision of the Company.

4.2 Responsibilities of the full Board of Directors

The responsibilities of the full Board of Directors include:

1. setting the Company's management agenda;
2. developing a view on sustainable long-term value creation by the Group;
3. enhancing the performance of the Group and ensuring any corrective action is taken where required;
4. developing a strategy, taking into account b) above;
5. identifying, analysing and managing the risks associated with the Company's strategy and activities;
6. discussing the items reported on by the Audit, Risk & Sustainability Committee on the

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basis of the rules of the Audit, Risk & Sustainability Committee;

1. establishing and implementing internal procedures which safeguard that all relevant information is known to the Directors in a timely manner;
2. reviewing, at least annually, the functioning of the Board of Directors and each Direc- tor and review those aspects which merit further training or education; structuring and managing systems of internal business controls;
3. compliance by the Group with applicable laws and regulations;
4. compliance with and maintaining the corporate governance structure of the Group;
5. the publication by the Company of any information required by applicable laws and regulations;
6. stimulating openness and accountability within the Board of Directors, and between the different corporate bodies within the Company;
7. preparing the Company's annual accounts, the annual budget and a list of significant capital expenditures;
8. ensuring that Directors, especially Non-Executive Directors, have access to independent professional advice at the Company's expense where they judge it necessary to discharge their responsibilities as Directors; and
9. the appointment and removal of the Secretary.

5. TASKS AND DUTIES OF THE EXECUTIVE DIRECTORS

5.1 General

The Executive Directors are responsible for the day-to-day management of the Company, including:

1. executing the decisions of the Board of Directors;
2. informing the Board of Directors concerning the appointment of the members of the Company's C-Suite;
3. managing the members of the Company's management team as they discharge their individual responsibilities;
4. establishing the remuneration of the members of the Company's management team;
5. at least once annually, evaluating both the functioning of the Executive Directors as a whole and that of the individual Executive Directors; and
6. discussing the draft audit plan with the External Auditor before the presentation of the plan to the Audit, Risk & Sustainability Committee.

5.2 Task and duties of the Executive Chairman

The Executive Chairman is, together with the CEO, responsible for the operational management of the Company.

The Executive Chairman assists the Lead Non-Executive Director with running the meetings of the Board of Directors.

Moreover, the Executive Chairman ensures that the General Meeting proceeds in an orderly and efficient manner and effective communication with Shareholders is assured.

In addition, the Executive Chairman guarantees that:

• the Directors follow the Brembo Induction Program;
• the Board of Directors performs activities in respect of the Brembo culture;
• the Directors receive all information necessary for the proper performance of their duties in a timely fashion.

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6. TASKS AND DUTIES OF THE NON-EXECUTIVE DIRECTORS

6.1 General

The Non-Executive Directors are charged with the supervision of the Executive Directors, the general course of affairs of the Company and its affiliated enterprise. The Executive Directors shall timely provide the Non-Executive Directors with all information necessary for the proper performance of their duties.

The supervision of the Executive Directors by the Non-Executive Directors shall include:

1. the sustainable long-term value creation of the Company and its affiliated enterprise and weighing of the interests of stakeholders involved;
2. activities of the Board of Directors regarding the creation of a culture aimed at sustain- able long-term value creation of the Company and its affiliated enterprise;
3. the internal audit function;
4. the effectiveness of the internal risk management and control system;
5. the effectiveness of the Company's internal risk management and control systems and the integrity and quality of the financial and sustainability reporting;
6. the information- and communication technology (ICT) systems of the Company and the managing of the risks associated with cybersecurity;
7. the safeguarding of the Board of Directors' expertise and responsibilities and process of providing information to the Non-Executive Directors;
8. the risks associated with the remuneration structure for employees of the Company and its affiliated enterprise;
9. the establishment and maintenance of internal procedures which ensure that all rele- vant information is known to the Board of Directors in a timely fashion;
10. the relation with the Shareholders; and
11. the compliance with laws and regulations.

6.2 Tasks and duties of the Lead Non-Executive Director

The Lead Non-Executive Director chairs the meetings of the Board of Directors. The Lead Non-Executive Director ensures, together with the Executive Chairman, that the Board of Directors collectively, as well as the Committees, have a balanced composition and function properly.

The Lead Non-Executive Director will in any case ensure that:

1. the Non-Executive Directors have proper contact with the Executive Directors, the em- ployee participation body (if any) and the General Meeting;
2. there is sufficient time for deliberation and decision-making by the Board of Directors;
3. the Directors receive all information that is necessary for the proper performance of their duties in a timely fashion;
4. the Board of Directors and the Committees function properly;
5. the functioning of individual Directors is assessed at least annually;
6. the Directors follow their induction programme, including education or training pro- gramme;
7. the Board of Directors performs activities in respect of culture;
8. the Board of Directors recognises signs from the enterprise affiliated with the Company and ensures that any actual or suspected material misconduct and irregularities are re- ported to the Board of Directors without delay; and
9. the Non-Executive Directors are involved closely, and at an early stage, in any merger or acquisition processes.

The Lead Non-Executive Director acts on behalf of the Board of Directors as the main contact for the Directors and Shareholders regarding the functioning of the Directors.

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6.3 Tasks and duties of the Deputy Chair (if any)

The Deputy Chair (if any) deputises for the Lead Non-Executive Director when the occasion arises and assumes the powers and duties of the Lead Non-Executive Director in the latter's absence. The Deputy Chair, or, if no Deputy Chair is appointed, any other Non-Executive Director (other than the Lead Non-Executive Director) in office, shall act as contact for individual Directors concerning the functioning of the Lead Non-Executive Director.

6.4 Tasks and duties of the Chairman Emeritus

The functions of the Chairman Emeritus are established by the Board of Directors. In partic- ular, the Chairman Emeritus may be assigned advisory functions relating to the definition of strategies and determination of actions aimed at the growth of the Company and Group, the execution of extraordinary transactions and the preparation of guidelines for the development of new products and/or the identification of new markets.

Where a Strategic Steering Committee is established, the Chairman Emeritus shall be a member thereof.

The Board of Directors may also task the Chairman Emeritus with representing the Company at events relating to cultural, scientific and charitable activities and at institutional meetings with public and private entities.

The Chairman Emeritus may participate in meetings of the Board of Directors and (annual and extraordinary) General Meetings. At meetings of the Board of Directors, the Chairman Emeritus expresses non-binding opinions and considerations, without voting rights.

7. COMPANY SECRETARY

The Board of Directors is assisted by the Secretary, who is appointed and dismissed by the Board of Directors.

As a general rule, the Secretary is chosen from among the Company's executives with adequate expertise and experience in corporate law and corporate governance. These requirements must also be met if the Secretary is selected from outside the Group.

The remuneration of the Secretary is established by the Executive Chairman in line with the Company's remuneration principles for senior management.

All Directors have access to the advice and services of the Secretary. The role of the Secretary is to:

1. assist the Lead Non-Executive Director and the Executive Chairman in the preparation of Board of Directors meetings and General Meetings and the preparation of the relevant minutes and resolutions;

b) ensure the adequate, complete and clear information flow within the Board of Directors and in the communication with individual Directors;

1. assist the Executive Chairman and the Lead Non-Executive Director with the organi- sation of the induction programme for Directors and the evaluations and training pro- grammes;
2. prepare an annual calendar of corporate events, taking into account the availability of the Directors and the External Auditor;
3. coordinate with the chairs or secretaries of the Committees;
4. propose the annual budget on corporate governance matters to the Board of Directors

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according to the existing corporate process of the Company and based on the indications and prescriptions provided by the Board of Directors and the Committees;

1. provide assistance and independent legal advice to the Board of Directors and the Di- rectors on corporate governance matters and, on their powers, rights, duties and obliga- tions, in order to ensure the proper exercise of their powers, protect them from possible liability and ensure that the interests of all shareholders and other stakeholders consid- ered by the Company's corporate governance system are taken into account; and
2. ensure that the proper procedures are followed and that the statutory obligations and obligations of the Board of Directors under Dutch law, the Articles of Association and these Board Rules are complied with.

The Executive Chairman and the Lead Non-Executive Director ensure that the Secretary has adequate powers, tools, organisational structure and personnel to perform its duties.

The Secretary is entitled to delegate his duties under these Board Rules, or parts thereof, to one or more deputies appointed by him in consultation with the Executive Chairman and the Lead Non-Executive Director.

If the Secretary notes that the interests of the Executive Directors and the Non-Executive Directors diverge, as a result of which it is unclear which interests the Secretary should rep- resent, the Secretary shall report this to the Lead Non-Executive Director.

8. COMMITTEES

8.1 General

The Board of Directors may appoint standing and/or ad hoc Committees from among its members, which are charged with tasks specified by the Board of Directors. The composition of the Committees is determined by the Board of Directors.

The Board of Directors remains collectively responsible for resolutions prepared by the Com- mittees. The Board of Directors is entitled to delegate powers to a Committee. A Committee is only entitled to exercise such powers as are explicitly delegated to it and is never entitled to exercise powers beyond those exercisable by the Board of Directors as a whole. The Board of Directors can, partially or fully, revoke any power delegated to a Committee.

Currently, the Board of Directors has established the following Committees:

• an Audit, Risk and Sustainability Committee, which functions as the audit committee as referred to in the Dutch Code; and
• a Remuneration and Appointment Committee, which functions as the selection and ap- pointment committee and the remuneration committee as referred to in the Dutch Code.

Without prejudice to the collegiate responsibility of the Board of Directors, the duty of these Committees is to prepare the decision-making of the Board of Directors.

Each Committee must inform the Board of Directors in a clear and timely way of the manner in which it has used attributed authority and of any major development in the area of its responsibilities. All Non-Executive Directors have unrestricted access to all Committee meetings and records. The Board of Directors shall, within the term specified in the rules of the Committee concerned, receive a report from each Committee of its deliberations and findings.

The Board of Directors shall establish rules for each Committee and may amend these at any time. The rules shall indicate the role and responsibility of the Committee concerned, its

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composition and the manner in which it performs its duties. No meetings of a Committee will take place in the Netherlands.

8.2 Strategic Steering Committee (Comitato d'indirizzo strategico)

Furthermore, the Board of Directors may appoint a Strategic Steering Committee (comitato d'indirizzo strategico) tasked with advising the Board of Directors, without prejudice to the non-binding nature of the Committee's recommendations and opinions, regarding the following matters: definition of strategies and determination of actions aimed at the growth of the Company and the Group, the execution of extraordinary transactions and the preparation of guidelines for the development of new products and/or the identification of new markets.

8.3 Supervisory Committee (Organismo di Vigilanza)

According to the Italian Law Decree 231/2001, the Board of Directors appoints a supervisory committee (Organismo di Vigilanza).

9. RELATION WITH THE SHAREHOLDERS

9.1 General

The Board of Directors ensures that the General Meeting is adequately provided with infor- mation.

The Board of Directors provides the General Meeting timely with all requested information unless this would be contrary to an overriding interest of the Company. If the Board of Directors invokes an overriding interest, it shall state the reasons.

The Board of Directors shall procure that the responsible partner (certifying auditor) of the firm of the External Auditor is present at the General Meeting where the annual accounts are submitted for approval and that he can address the meeting. The External Auditor may be questioned by the General Meeting in relation to his report on the fairness of the financial statements.

The Company shall provide shareholders and others who have the right to vote at the General Meeting the possibility to issue, prior to the General Meeting, voting proxies or voting instructions to an independent third party.

A resolution of the General Meeting may be disclosed externally through a statement from the Executive Chairman.

9.2 Policy on bilateral contacts with Shareholders

The Board of Directors shall adopt a policy in respect of bilateral contacts with the Shareholders and shall post this policy on its website. Shareholders and the Company shall be prepared to enter into a dialogue, where appropriate and at their own discretion. The Company is expected to facilitate the dialogue unless, in the opinion of the Board of Directors, this is not in the interests of the Company and its affiliated enterprise. Shareholders are expected to be prepared to enter into a constructive dialogue with the Company. If a Shareholder enters into a dialogue with the Company outside the context of a General Meeting, the Shareholder shall disclose his full share position (long and short and through derivatives) at the request of the Company.

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10. BOARD OF DIRECTORS MEETINGS: FREQUENCY, NOTICE, AGENDA AND VENUE

The Board of Directors shall meet as often as deemed necessary for the proper functioning of the Board of Directors. Meetings shall be scheduled annually as much as possible in advance through the calendar of corporate events. The Board of Directors shall also meet earlier than scheduled if this is deemed necessary by the (i) the Lead Non-Executive Director, (ii) the Executive Chairman (iii) the Deputy Chair (if elected) in the absence or disability of the Lead Non-Executive Director and the Executive Chairman, or (iv) at request of at least two (2) Directors, with the assistance of the Secretary.

Each year an average of five (5) to seven (7) Board of Directors meetings, including one Board of Directors meeting devoted to the business plan of the Group and its related risks, are to be held which are attended by senior management of the Group so that they can present the plans of their respective businesses.

The agenda of each meeting is signed by the Executive Chairman and sent by the Secretary to all the Directors. The agenda is previously shared by the Secretary on behalf of the Executive Chairman with the Lead Non-Executive Director prior to convening the meeting.

Save in urgent cases to be determined by the Executive Chairman, the agenda for the meeting shall be sent, by the Secretary, to all Directors at least 3 (three) calendar days before the meeting, or in the cases of urgency, at least 2 (two) days prior to the scheduled date of the Board of Directors meeting. Board of Directors meetings and the Board of Directors resolutions passed thereat shall be deemed to be valid even without formal calling, provided that all Directors are present at the Board of Directors meeting.

For each item on the agenda an explanation in writing shall be provided, where possible, and/or other related documentation will be attached. If the Executive Chairman calls a Board of Directors meeting, he shall in principle consult on the content of the agenda with the Lead Non-Executive Director and the CEO prior to convening the meeting. If the Lead Non-Executive Director calls a Board of Directors meeting, he shall in principle consult on the content of the agenda with the Executive Chairman and the CEO prior to convening the meeting.

Board of Directors meetings shall generally be held at the office of the Company in Italy but may also take place elsewhere or by means of a conference call, videoconference, or other electronic means, subject to the requirements as set out in article 26.10 of the Articles of As- sociation. In order to promote and foster more knowledge of the business of the Group and particularly the industrial processes and development of Company's products, some Board of Directors meetings may also be held at the Group's Italian or foreign industrial sites. How- ever, no Director will participate in a meeting of the Board of Directors (including a meeting by conference call, video conference or by any other means of communication) whilst being in the Netherlands.

To allow the Chairman Emeritus to provide an effective contribution to the discussion and deliberation of the topics discussed during a Board of Directors meeting, the Chairman Emeritus receives the agenda and supporting documentation of a Board of Directors meeting at the same time as the Directors.

Board of Directors meetings are in principle held in the Italian language.

No decision by the Board of Directors, or by any of the Directors will be formally or in fact made in the Netherlands. No Director shall perform his tasks in or from Netherlands.

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