Alberto Nagel shows up with a report card with full marks in comparison with Leonardo del Vecchio and Francesco Gaetano Caltagirone, large shareholders (especially the first) of Piazzetta Cuccia but his opponents on the Generali front. And it will be a public head-to-head because the two entrepreneurs have deposited all of their share packages to take part in the meeting: Del Vecchio 18,9% and Caltagirone 3% (in September the Roman builder had not exercised the last tranche of option contracts to rise to 4,9%). At this point it will be interesting to see how the two major shareholders, who have not presented written questions, will express themselves on the various items on the agenda. In fact, the shareholders' meeting will be called to vote, in addition to the financial statements and remuneration, on the changes to governance proposed in recent weeks by the Mediobanca board.
In anticipation of tomorrow's meeting (the tradition introduced by Enrico Cuccia has it that the summit should be held on the day of the march on Rome to underline the anti-fascist nature of the institution) Mediobanca has in any case published a quarterly which shows the "brilliant start of the financial year 2021/2022” characterized by a net profit of 262 million euros, up 31% compared to the 200 million of the same period last year and higher than the 225 million expected by the consensus of analysts. Revenues increased by 13% to 706 million (against the forecast of 665 million). The institute also confirmed the payout equal to 70% of net profit and announced a new buy-back plan of up to 3% of the capital subject to authorization by the ECB, thanks to the growing results of the first quarter of 2021- 2022 (closes June 30). A performance that allows Piazzetta Cuccia's stock to be among the few bank stocks in positive ground (with a maximum rise of 1,2 percent) on a morning marked by the sharp decline of Deutsche Bank.
For the first time commissions exceeded the ceiling of 200 million (+7% to 203 million) and the interest margin (358 million +0,4%) is recovering, thanks to "a lively and sustainable growth of all divisions”, including the contribution of Generali: the Principal Investing division, in fact, saw profits grow by 87,4% to 97 million. Almost an indirect reply to the criticisms of Del Vecchio (who has reached the threshold of 20% in the institute's capital) and Caltagirone (5% recently acquired) on the management of Philippe Donnet at the helm of the Trieste company. Other signs of the "big cold" between the shareholders and the management, awaiting Nagel's conference call, are not seen. And perhaps none will even be seen at tomorrow's shareholders' meeting which follows the sensational break in September when Nagel, strengthened by the vote of the board, announced that "he had signed a securities lending transaction with a primary market counterparty concerning 70 million Generali shares, equal to 4,42% of the capital". An operation that will allow "in any case at least until the Generali meeting called to renew the board of directors" to act as a barrier to the Del Vecchio/Caltagirone offensive. An act of war which has not been followed up to now by cannon fire, but only skirmishes.
On the governance front, in particular, where Del Vecchio's dissent could manifest itself, even if logically there should be no conflict. Mediobanca has in fact accepted one of the two reform proposals forwarded by its shareholder: tomorrow's meeting will decide, with a quorum of 66,67% of those present, on the elimination of the obligation to appoint three executives for at least three years on the board (now 15) requested by the first shareholder. Delfin, for its part, withdrew the second request, the proposal to increase the board seats for minorities to four, "so as not to divide the market". Alternatively Mediobanca has formulated an alternative, which assigns 20% of board members to minorities ("percentage higher than the average of Italian banks"), and ensures the presence of a member on the market list.
In short, a foil confrontation that could turn into an exchange of cannon shots. Because one thing seems certain: Nagel does not intend to let go of Mediobanca, strategic indeed vital for Mediobanca. But the large shareholders of Trieste, strengthened by the axis with the Crt foundation, are asking for changes.
