MILAN-BERGAMO, Italy — Brembo SpA and Next Investment Srl, together with its parent NuovaFourB Srl (from here jointly indicated as Brembo), and Camfin SpA, together with its parent Marco Tronchetti Provera & C. SpA (from here jointly indicated as MTP/Camfin) announced they signed a shareholder agreement that entails Brembo’s commitment to aligning its vote with that of MTP/Camfin, following their prior consultation on the matters included from time to time in the agenda of ordinary and/or extraordinary shareholder meetings of Pirelli & C. SpA.
In a perspective of long-term cooperation, with the signing of the shareholder agreement, Brembo and MTP/Camfin share in – while fully respecting that which is foreseen in the other shareholder agreements relative to Pirelli already underwritten by MTP/Camfin – a general principle of continuity in the governance, strategy and management of Pirelli.
In this context, Brembo, in harmony with Pirelli’s entrepreneurial culture, also agreed that MTP/Camfin continues to act in its role of guiding top management, also in relation to Pirelli’s strategic options.
Further, should Brembo demonstrate the intention to proceed with additional acquisitions of Pirelli shares it must first inform MTP/Camfin who will be able to request a consultation on the matter. If MTP/Camfin shows its disagreement with the acquisition by Brembo of additional Pirelli shares, Brembo will have the option of proceeding with the acquisition of additional shares and, in this case, MTP/Camfin will have the option of withdrawing from the shareholder agreement.
The shareholder agreement will have a duration of three years from Feb. 28, 2023, with automatic renewal for a further period of three years unless cancelled by one of the parties.
All the rights and prerogatives attributed to MTP/Camfin are conditioned upon the circumstance that Marco Tronchetti Provera and/or his heirs maintain control of Camfin and Camfin maintains a stake no lower than 10 percent of the current share capital of Pirelli.
“With this agreement, we confirm Brembo’s role as a long-term shareholder in Pirelli” – stated Matteo Tiraboschi, Executive Chairman of Brembo. “Pirelli is a company that through its history, brand and leadership is an expression, like Brembo, of Italian style and technology in the world. With Camfin we share the desire to explore, in full strategic and managerial autonomy, potential common areas of development and innovation wherever there may be opportunities for growth in sectors and markets of interest, leveraging on our respective industrial competencies.”
“This agreement will permit the exploration of potential opportunities for the further growth and development of Camfin and Brembo leveraging the competencies of two great Italian companies. The agreement signed further strengthens Pirelli’s principles of governance aimed at preserving Pirelli’s entrepreneurial culture leveraging the maintenance of management in the long term and inspired by the best practices of listed companies at the international level,” said Marco Tronchetti Provera, Chairman of Camfin.
Brembo holds, directly and through Next Investment, 6 percent of the share capital of Pirelli. Camfin holds around 14.1 percent of the share capital with voting rights of Pirelli (as well as a potential stake of about 4.6 percent held through “call spread” financial instruments).
The extract and essential information of the shareholder agreement will be made available in the terms foreseen by law.