Brembo S p A : Proxy Form for Appointed Representative which is the Only Subject Legitimately Entitled to Attend the SHM 2023

BREMBO S.p.A. - Ordinary Shareholders' Meeting April 20, 2023

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 n. 18, converted into Law no. 27 of 24 April 2020, as extended by effect of paragraph 10 of art. 3, of Law Decree no.198 on 29 December 2022 converted into Law n. 14, on February 24, 2023, to collect proxies for the Ordinary Shareholders' Meeting convened on April 20, 2023 in single call, in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's website www.brembo.comsection "Investors", "For Shareholders", "Shareholder's Meeting"

The proxy and voting instructions, to be conferred by April 18, 2023, 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 on the basis of 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 04/11/2023 (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 a number of 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 form to be downloaded from the company's website www.brembo.comsection "Investors", "For shareholders", "Shareholder's Meeting" Voting instruction form can be requested by phone at no. [phone].

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BREMBO S.p.A. - Ordinary Shareholders' Meeting April 20, 2023

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

VOTING INSTRUCTIONS

WARNING

This voting instructions form could be amended to include any proposal of resolution and/or vote on the items on the agenda that were presented by shareholders until April 5, 2023; in this event, the voting instruction will be republished, including the new proposals, in line with the notice of call

(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
		INSTRUCTIONS
	RESOLUTIONS TO BE VOTED	F(for), C (against), A
			(abstain)
ORDINARY SESSION
(0010)	Presentation of the Financial Statements of Brembo S.p.A. for the year ended 31 December 2022, with the Directors'
1.
	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. Related and ensuing resolutions.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A

(0020)

2. Allocation of profit for the year. Related and ensuing resolutions.

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

F

C

A

(0030)	Presentation of the Consolidated Financial Statements of the Brembo Group for the year ended 31 December 2022,	Resolution not to be
3.
	with the Directors' Report on Operations, the Statutory Auditors' Report, the Independent Auditors' Report and the	voted

Attestation of the Manager in charge of the Company's Financial Reports.

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BREMBO S.p.A. - Ordinary Shareholders' Meeting April 20, 2023

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

(0040)

4. Presentation of the Consolidated Statement on Non-Financial Information of the Brembo Group for the year ended in 31 December 2022, according to the D.Lgs. n.254/2016.

(0050)

5. Authorization for the buy-back and disposal of own shares, prior revocation of the previous authorisation passed on the Shareholders Meeting dated 21 April 2022, remained unexecuted. Relevant and ensuing resolutions.

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

(0060)

6. Determination of the number of the Board of Directors. Relevant and ensuing resolutions

Resolution not to be

voted

F C A

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

F

C

A

(0070)

7. Determination of the duration of the Board of Directors' term of appointment. Relevant and ensuing resolutions.

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

F

C

A

(0080)

8. Appointment of the members of the Board of Directors. Relevant and ensuing resolutions.

Section A - vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions)	N….	C	A
(12)

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BREMBO S.p.A. - Ordinary Shareholders' Meeting April 20, 2023

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

(0090)

9. Appointment of the Chairman the Board of Directors. Relevant and ensuing resolutions.

Section C
C1 - vote for resolution proposed by the Chairman of the meeting (11)	F	C	A
C2 - vote for resolution proposed by holder of majority/relevant interest (11)	F	C	A
C3 - vote for resolution proposed by holder of minority interest (11)	F	C	A
(0100)
10. Determination of the total remuneration of Directors for each annual term. Relevant and ensuing resolutions.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
(0110)
11. Appointment of the Board of Statutory Auditors (three Acting and two Alternate Auditors). Relevant and ensuing
resolutions.
Section A - vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions)	N….	C	A
(12)
(0120)
12. Appointment of the Chairman of the Board of Statutory Auditors. Relevant and ensuing resolutions.
(deliberation only possible in the event that only one list is submitted)
Section C
C1 - vote for resolution proposed by the Chairman of the meeting (11)	F	C	A
C2 - vote for resolution proposed by holder of majority/relevant interest (11)	F	C	A
C3 - vote for resolution proposed by holder of minority interest (11)	F	C	A

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BREMBO S.p.A. - Ordinary Shareholders' Meeting April 20, 2023

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

(0130)

13. Determination of the annual remuneration of the members of the Board of Statutory Auditors for each annual term. Relevant and ensuing resolutions.

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

F

C

A

(0140)

14. Report on the Remuneration Policy for 2023 and Remuneration Paid in 2022: 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 2023). Resolutions pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58 of 24th February 1998.

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

(0150)

15. Report on the Remuneration Policy for 2023 and Remuneration Paid in 2022: 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 2022). Resolutions pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of 24th February 1998.

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

Derivative action against Directors

Vote for proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code upon approval of the annual financial statements (If no voting instruction are indicated, the Appointed Representative will vote C - against)

F C A

F C A

F C A

DATE

SIGNATURE

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