On 27 July 2023 the Shareholders Meeting approved the relocation of the Company's registered office to the Netherlands, effective from 24 April 2024 (the 'Cross-Border Conversion' or the 'Transaction').
On 12 January 2024, following the fulfillment of the conditions precedent to which the completion of the Transaction was subject, the share capital decrease – which was instrumental to the Transaction - from Euro 34,727,914.00 to Euro 3,339,222.50 was executed, through recognition of an equity reserve of an amount equal to the difference between the share capital before and after the decrease, without cancellation of shares and without any reimbursement of capital to shareholders.
On 24 April 2024, following the effectiveness of the Cross-Border Transformation, the nominal value of €0.01 was allocated to the ordinary shares in circulation, previously without nominal value.
On 17 May 2024, Special Voting Shares A and B were assigned to the entitled shareholders.
The company owns 15,051,860 ordinary shares (please see Main Shareholders | Brembo - Official Website).
Share Capital evolution post-relocation to the Netherlands (i.e. post- 24 April 2024)
| Paid-up share capital Euro | No. shares making up the Share Capital | No. of voting right | |
|---|---|---|---|
| Ordinary Shares (*) Nominal value: € 0.01 | 3,339,222.50 | 333,922,250 | 333,922,250 |
| Special Voting Shares A (**) Nominal value: €0.01 | 91,354.12 | 9,135,412 | 9,135,412 |
| Special Voting Shares B (**) Nominal value: €0.02 | 3,576,625.42 | 178,831,271 | 357,662,542 |
| Total | 7,007,202.04 | 521,888,933 | 700,720,204 |
(*) Ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.
(**) Shares governed by the rules in the document "Terms and Conditions of Special Voting Shares"
Please see: SVS Terms and Conditions.
Share Capital evolution pre-relocation to the Netherlands (i.e. post- 24 April 2024)
| Brembo N.V. Share Capital Evolution | no. Ordinary shares | Par Value | Share Capital | Authorized Capital | Operations | No. of Shares |
|---|---|---|---|---|---|---|
| 2024 | 333,922,250 | € 0,01 | € 3,339,222.50 | € 16.172.500,00 | Allocation of the nominal value to the ordinary shares in circulation following the effectiveness of the Cross-Border Transformation Transaction, which occurred on April 24, 2024. The authorized capital was confirmed by the Shareholders' Meeting on April 23, 2024, at €16,172,500.00 Euros. | 333,922,250 |
| 2017 | 333.922.250 | no par value | € 34.727.914 | - | Stock-split (1:5): cancellation of all ordinary shares and allocation of 5 new shares for each old share held. The new ISIN code of Brembo shares is: IT0005252728 | 267.137.800 |
| 2016 | 66.784.450 | no par value | € 34.727.914 | - | Elimination of the par value of the shares | - |
| 2005 | 66.784.450 | € 0,52 | € 34.727.914 | - | Cancellation of treasury shares | -3.056.000 |
| 2003 | 69.840.450 | € 0,52 | € 36.317.034 | - | Free share capital increase (1 share for each 4 held concerning the subscription right) | 21.155 |
| 2003 | 69.819.295 | € 0,52 | € 36.306.033 | - | Exercise of the “1999/2001 Stock Options plan” options | 84.618 |
| 2002 | 69.734.677 | € 0,52 | € 36.262.032 | - | Free share capital increase (1 share for each 4 held) | 13.946.935 |
| 2002 | 55.787.742 | € 0,52 | € 29.009.626 | - | Exercise of the “1999/2001 Stock Options plan” options | 84.617 |
| 2001 | 55.703.125 | € 0,52 | € 28.965.625 | - | Change in SC due to rounding of nom. val. to € 0.52 after conversion of the share capital into euros | - |
| 2000 | 55.703.125 | Lit. 1000 | £55.703.125.000 | - | Free share capital increase (1 share for each 4 held) | 11.140.625 |
| 1997 | 44.562.500 | Lit. 1000 | £44.562.500.000 | - | Free share capital increase (1 share for each 4 held) | 8.912.500 |
| 1995 | 35.650.000 | Lit. 1000 | £35.650.000.000 | - |