Crucial week for Italian banks, grappling with the new governance. A lot revolves around Piazza del Campo: in Siena Wednesday, April 15thshareholders' meeting of the Monte dei Paschi, crucial for the future of Italian finance, will bring implications that will also affect Mediobanca, and indirectly Generali, but also Bpm bank, whose shareholders will meet on Thursday 16th. Nothing is taken for granted: the connections, the policies, the interests are multiple and complicate the situation is theredebut of the new Capital Law. And it's not a given that new ones won't arrive until the very last moment. twists.
MPS: BlackRock's move to support PLT Holding's list challenges the outgoing board's list.
And it was a dramatic turn of events, the move on Monday evening, by BlackRock, the largest manager in the world and third largest shareholder of the Rocca Salimbeni institute with 4,9%, which has the games have reopened declaring his support for the list filed by Pierluigi Tortora (Plt Holding), the one that proposes the reconfirmation of Louis Lovaglio as reported yesterday byHandle.
A in favor of the Plt Holding list he had arrived last Friday he had also declared himself the Norwegian sovereign wealth fund Norges Bank. Ultimately, Tortora, which holds 1,2%, can count on the initial 12,5% stake held by the two large institutional investors and Giorgio Girondi's approximately 3,3%. Other funds could follow BlackRock and Norges's lead. The gauntlet has been thrown down, however, and it's therefore highly likely. a head to head between the Pit Holding list and the board's roster.
Among the major shareholders Vanguard, with his 3%, would be in favor of the outgoing board's list which starts from 16,4% and includes Francesco's 13,5% Gaetano Caltagirone, 1,5% of Enasarco, Enpam, Enpaia and 1,4% of the BenettonThe list proposes Fabrizio Palermo as new to e Nicholas Maione as president and has received the official support of the main proxy advisors, ISS and Glass Lewis. Behind the scenes there is also the shadow of Corrado Passera, Former CEO of Illimity and Intesa Sanpaolo, placed third on the board of directors' list and previously indicated as a possible CEO. Passera had made himself available as chairman since the initial invitation from the Korn Ferry selectors.
The kingmaker at MPS is Delfin
But between the two contenders, there is then Dolphin with its 17,5% which could shift the votes from one side or the other. The holding company Del Vecchio family driven by Francesco Milleri he has not yet made his voting orientation known but betting on an abstention or on a support to the Assogestioni's rose in the first vote, the one on the lists.
Delfin risks being thetip the scales especially if he voted for Lovaglio, the banker Milleri would have wanted to keep the reins of the group. But according to some sources it seems more likely that, also to avoid legal repercussions or risks (Milleri and Lovaglio with Caltagirone are investigated (for the hypothesis of a concert on the takeover of Mediobanca) Delfin chooses to refrain, or to channel its votes to Assogestioni. In this case too, Del Vecchio's share will be decisive for the composition of the next summit: because if the board of directors' list is the most voted, the new law will require a runoff on its 20 names, approximately half of which will be excluded from the board of directors, which has 15 seats (the other seats will go to minorities).
The two also met on Monday board of directors of the Caltagirone holding and the unlisted one FGC, owners of 13,5% of the Roman entrepreneur's shares. The boards have reportedly adopted the opinion of the committee of "independents" established in January (former Economy Minister Giovanni Tria, former Consob president Giuseppe Vegas, and Supreme Court lawyer Roberto Santi), and no changes are expected compared to the original support for the board of directors list.
Then there would be the mef, the Ministry of Economy and Finance, which has dropped to 4,86%, may not participate in the meeting, leaving the outcome to private shareholders and institutional funds. Siena's capital also includes ubs with an indirect position of 5,2%: the transaction dates back to April 7, after the record date, and therefore does not allow voting. Furthermore, the majority of the share (approximately 2,7%) is composed of financial instruments that do not in themselves carry voting rights.Business Square MPS shares are at 8,13 euros this morning, up 0,91%.
Banco BPM: decisions for MPS and the board of directors. The meeting is scheduled for Thursday.
The board of directors is also expected to dissolve the reserve on Tuesday Bpm bank, shareholder with 3,7% of MPS: abstention is looming but there are those who hypothesize that the institute led by Giuseppe Castagna could support the board's roster.
On Thursday, with the vote in the assembly, the composition of the new board of directors of Banco Bpm, whose choice will most likely be made in the spirit of continuity. Shareholders will have the opportunity to vote for one of the three lists presented: the list of the outgoing board of directors, the list of French Crédit Agricole shareholders who already start with over 20% of the votes, the list of Assogestioni funds.
The new Capital Law It introduced different and much more complex rules for the election of candidates on the board of directors' list, making it more difficult to predict. Proxy advisor firms, ISS and Glass Lewis, have already provided their recommendations and both recommend voting for the outgoing board list and voting "against" the other two lists. This is because the list of the board of directors, which provides for a confirmation ofin the management, with Massimo Tononi as president and Joseph Chestnut in the role of CEO, she is seen as the one who ensures continuityAnd since no malfunctions have been detected in the board of directors in recent years, continuity is considered the main element to be preserved.
However, the new rules contained in the Capital Law for voting mechanisms introduce a series of uncertainties that could lead to a surprising final outcome. First of all, the number of councilors The number of seats assigned to the board of directors' list, if it emerges as the first to be voted for, could vary from 9 to 12, depending on how many votes the other two minority lists receive together. If these receive less than 20% of the votes present at the meeting, they will be allocated only three seats. If the votes are higher than 20% but lower than 35%, the seats will increase to four; if they exceed 35% but not 50%, the seats will be five; and if they exceed 50%, the seats will be assigned to them. The anomalous fact noted by both proxies is that the Agricultural partner, with more than 20% of the capital in its portfolio, presented a long list, listing as many as seven names. The French, who dislike President Tononi, will make their weight felt in the vote for the individual candidates. Business Square Banco Bpm shares are at 12,44 euros this morning, down 0,8%.
Bper: merger agreement with Popolare di Sondrio effective April 20
Another chapter in the Italian banking panorama concerns Bper Banca and Banca Popolare di Sondrio The merger has reached its conclusion: the two institutions announced yesterday that they signed the deed of merger by incorporation of Pop Sondrio into Bper, in accordance with the resolutions of the extraordinary shareholders' meetings held on March 12. The merger will take effect for civil law purposes on April 20, 2026.
For accounting purposes, the transactions carried out by Pop Sondrio will be recognized in Bper's financial statements starting from January 1, 2026. The tax effects will also take effect from the same date. The merger provides for the application of the following exchange ratio: 1,45 Bper ordinary shares, without par value, for each Pop Sondrio ordinary share. The absorbing company will then issue 121.798.164 ordinary shares, without par value, with a share capital increase of €183.130.800,73. The merger will result in the liquidation of Pop Sondrio and, consequently, the Pop Sondrio ordinary shares will be delisted from trading on Euronext Milan. At Piazza Affari Bper shares are up 0,5% at 12,29% on Tuesday morning. Pop Sondrio is up 0,79% at 17,78 euros.
