AtMediobanca shareholders’ meeting in the Piazzetta Cuccia headquarters, in Milan, 52.60% of the shareholders present voted in favor of the board of directors list, equivalent to 40.4% of the share capital. For the Delfin list, 41.74% of the shareholders present voted, equivalent to 32.06% of the capital. 4.64% of the shareholders present voted in favor of the third list, that of Assogestioni, equal to 3.5% of the capital.
The figure regarding abstentions was very low, equal to 0.99% of the shareholders present, while the percentage of non-voters stood at 0.02%. A contrary vote was instead expressed by 0.01% of the shareholders present.
With the vote of the Mediobanca shareholders’ meeting 12 directors from the board list join the board of directors, with the names of Renato Pagliaro, Alberto Nagel, Laura Cioli, Valérie Hortefeux, Francesco Saverio Vinci, Laura Penna, Vittorio Pignatti Morano, Angel Vilà Boix, Virginie Banet, Marco Giorgino, Mana Abedi, and Maximo Ibarra; two advisors from Delfin, Sandro Panizza, Sabrina Pucci and one from Assogestioni, Angela Gamba.
Green light from the Mediobanca shareholders’ meeting for the financial statements for the 2022-2023 financial year ended 30 June 2023 and for the dividend. The budget was approved by 99.93% of the shares present, while the dividend was approved by 99.92%. 76.81% of the share capital was present at the meeting, a record turnout recorded by the Piazzetta Cuccia institution in the last ten years.
“The Board of Directors will be able to count on the full support of high-profile resources, independent for the first time, and able to offer their own contribution to the renewal of the bank, supporting it in achieving the objectives set out in the strategic plan” sources close to Delfin know, at the end of the Mediobanca shareholders’ meeting.
The verdict of the meeting, which represents a crucial turning point for the governance of Mediobanca, arrives today after months of clashes and tensions between the Piazzetta Cuccia institute and Delfin in an unsuccessful attempt to reach a shared solution for the renewal of the board of directors. For the list presented Delfin, shareholder with 19.8% of the capital, in fact voted 41.74% of the shareholders present, equivalent to 32.06% of the capital, while for Assogestioni, 4.64% of the shareholders voted. present shareholding, equal to 3.5% of the capital. The abstention figure was very low, equal to 0.99% of the shareholders present.
Nagel himself retraced the difficult period that Mediobanca went through in recent months, answering questions from shareholders. “We have actively sought, with both shareholder Delfin and shareholder Caltagirone, a framework, an agreement on the composition of the board. Always within a constructive and easy dialogue”, he explains. “There were two issues that prevented an agreement from being reached. The first was of a technical nature, because it would have been an agreement made for the first time in the banking system. Between a board of directors and two shareholders, moreover with a stake of more than 25 % which is the authorization threshold for the mandatory takeover bid, there were various issues that did not make this type of preparation easy”.
The second theme, continues Nagel, “is that within the constructive dialogue there was a difference in views on the governance system between the board of directors and mainly Delfin, which was our main interlocutor rather than the Caltagirone group. We put all three the utmost good will, there was no one who did not want to make this agreement”. “There were these two themes, so it wasn’t a theme of 3-4-5 places”, the CEO further points out, but “a theme of approach and technique”. And “we are very happy that Delfin participates in our council, gives his contribution. Critical voices, regardless of their criticism, are healthy and useful for us, so it is a problem that from this point of view does not arise”, he assures . And relaxing tones are also recorded on the Delfin front. “Today a new chapter opens in the history of Mediobanca’s governance” and that the board of directors “will be able to count on the full support of high-profile resources, independent for the first time, and able to offer their own contribution to the renewal of the bank, supporting it in achieving the objectives set out in the strategic plan”.
The matter of renewing the board of directors has been concluded, Mediobanca is now looking ahead. And Nagel has no doubts about the route to follow: it is necessary to continue on the growth path undertaken in the last decade which sees “very good” results which will also be confirmed in the coming quarters. “We must continue to invest to grow. Mediobanca’s ability to face uncertainties, diversification and the growth project have produced very good results, which we expect to be confirmed also in the coming quarters”, says Nagel in his speech at the meeting. Mediobanca’s plan One brand One culture “has assets that in our opinion are unique in the Italian panorama, it has its own brand, a culture and a specialization in investment banking that many other banks in Italy do not have. We thought of leveraging these aspects unique for growth by centering it on wealth management”.
The 2013-16 plan, Nagel recalled, envisaged two billion euros in revenues, a Rote of 7%, a Cet1 of 12% and a total distribution of 0.5 billion. The 2016-19 plan envisaged revenues of 2.5 billion, a Rote of 10%, Cet1 of 14% and a distribution of 1.3 billion. Subsequently, the 2019-2023 plan assumed revenues of 3.3 billion, a Rote of 13%, Cet1 of 15.9% and a distribution of 2.2 billion. Finally, Nagel claimed the successful results and the implementation of the 2023-2026 ‘One Brand One Culture’ plan appreciated by the market, which foresees 3.8 billion in revenues, a Rote of around 15%, Cet1 above 14.5 % and a distribution of 3.7 billion.
“We do these numbers because we have an exceptional group of people who come to work every morning with passion and give us the incentive to do better and remain anchored to the culture that has made these results possible”, says Nagel, extending his heartfelt thanks and warm” to Mediobanca employees. For her part, Delfin, who managed to obtain the appointment of two directors, assures that “today a new chapter opens in the history of Mediobanca’s governance” and that the board of directors “will be able to count on the full support of high-profile resources, for the independent for the first time, and able to offer its own contribution to the renewal of the bank, supporting it in achieving the objectives set out in the strategic plan”.
Who are the members of the new Council
Here are the members of the new council:
Renato Pagliaro: confirmed as president for a new mandate. Born in Milan in 1957, a Bocconi student, Pagliaro has been president of Mediobanca since May 2010. He joined Piazzetta Cuccia in 1981 and held various roles including that of deputy general manager starting from April 2002, and co-general manager-secretary of board of directors from April 2003, general manager from October 2008 to May 2010. He then held the positions of president of the management board from July 2007 to October 2008 and member of the board of directors from October 2008.
Alberto Nagel: born in 1965 in Milan, he obtained a degree in Business Economics from Bocconi University in Milan. Hired in 1991, his career took place within the Mediobanca group with increasing responsibilities until he became central director in February 1998, deputy general director in April 2002, general director in April 2003 and managing director in July in 2007. He has held the position of CEO since 2008. In the nineties he participated in the Italian privatizations followed by Mediobanca. Among these, the privatizations of Enel (1999), Bnl (1998), Banca di Roma (1999) and Finmeccanica (2000). In the same years he participated in some of the largest Italian M & A operations. In ’94/’95 he oversaw Credito Italiano’s takeover bid for Credito Romagnolo; in ’99 he participated in Olivetti’s takeover bid for Telecom Italia and in 2000/’01 he followed Generali’s takeover bid for Ina. He also dealt with the consolidation process of the Italian popular banks.
Laura Cioli: graduated in Electronic Engineering from the University of Bologna and master’s degree in business administration from Bocconi, she has been CEO of Sirti since 2022. Among her various roles, from 2018 to 2020 she held the position of CEO of the Gedi publishing group. Still in publishing, she was the one at Rcs MediaGrou. Before this role, you were CEO of CartaSì (now Nexi), and CEO of Sky Italia.