In the end, Luigi Lovaglio claimed victory. At the Monte dei Paschi di Siena shareholders’ meeting, with 64.94% of the capital present, the Plt list of the Tortora family – which re-nominated the former CEO – obtained 49.95% of the votes, surpassing the outgoing board’s list which stood at 38.79% and was supported by the area linked to Francesco Gaetano Caltagirone, with Fabrizio Palermo as CEO candidate. The Assogestioni list was further behind, at 6.94%.
THE DECISIVE WEIGHT OF DELFIN AND BANCO BPM
The numbers alone are enough to tell who won and who lost. But it is in how they were formed that the true significance of the day is understood. The 985 million shares gathered by the Lovaglio list against the 765 million of the board’s list are not just an arithmetic difference: they are the product of a coalition that came together in the last hours and found its center of gravity in the votes of Delfin (17.5%) and Banco Bpm (3.7%), decisive in overturning the balance.
On the other side, some absences did not go unnoticed: Edizione of the Benetton family (1.4%) abstained, while the Ministry of Economy and Finance (Mef) – although a shareholder – chose not to participate in the vote. An absence that inevitably carries political significance, especially in light of the preceding months, when the Mps-Mediobanca dossier was closely watched (and favored, at least for a time) even by the government.
THE INITIAL “MYSTERY” AND THE ATMOSPHERE AT THE MEETING
The day, after all, had started with signs of tension. At the opening, attendance was at 64.11%, with a small “mystery”: a package of about 4% of the capital expected beforehand disappeared at the last moment. In the room, Lovaglio sat among the directors, formally still in office but effectively excluded from operational management after the revocation of his powers.
However, the atmosphere was far from neutral. Interventions by small shareholders followed one another with tones often favorable to the manager, culminating in applause when his contribution to the bank’s recovery was recalled. A sort of early thermometer of what would happen a few hours later.
When the verdict arrived, the chamber erupted: applause, chants (“Lovaglio, Lovaglio”), employees celebrating.
THE NEW BOARD OF DIRECTORS
The result translates into a new board of directors where the Plt list wins 8 seats, against 6 for the board’s list and one for the funds. Luigi Lovaglio remains CEO, while Cesare Bisoni was named for the presidency. Among the directors for the winning list are also Flavia Mazzarella, Livia Aliberti, Massimo Di Carlo, Patrizia Albano, Carlo Corradini, and Paola Leoni; for the board’s list enter Nicola Maione, Fabrizio Palermo, Corrado Passera, Paolo Boccardelli, Antonella Centra, and Carlo Vivaldi; the funds get Paola De Martini. It remains to be seen if all will accept the appointment.
THE DIVIDE AND THE PALERMO CASE
What took place in Siena was not a simple board renewal. It was the final act of a story that began weeks earlier, when the board decided to revoke Lovaglio’s powers and not re-nominate him, opting for Fabrizio Palermo, a manager close to the Caltagirone area. A choice that opened a rift, not only on a personal level.
Behind that decision lay disagreements about governance and how to run the bank, but also broader questions involving the ECB. Although Mps itself, responding to shareholders, had emphasized that any evaluations by the European Central Bank on the new directors’ requirements would come during the fit & proper process.
THE HEART OF THE MATTER: MEDIOBANCA AND GENERALI
And in the background moved the real game, the one that explains why an apparently technical vote turned into a systemic clash: Mediobanca (and Generali).
The integration with Piazzetta Cuccia is the core of the plan built by Lovaglio and also desired by Caltagirone. Not just a simple industrial operation, but a transformation project aiming to create a larger group by integrating commercial activities and investment banking, with prospects of merger and redefinition of the corporate structure up to delisting.
This is the real point of friction. Not so much Generali itself, but the control of the chain leading to Generali. Because Mediobanca has always been a decisive node in the balances of Italian capitalism and any movement on that front inevitably impacts the Trieste-based Leone. Not to mention that the CEO of the Trieste institution, Philippe Donnet, is not very popular with Francesco Gaetano Caltagirone.
Not by chance, Lovaglio reiterated yesterday that the stake in Generali is “nice to have.”
The industrial plan, moreover, foresees exactly this: integration, synergies, and development through M&A operations consistent with value creation. Not growth by accumulation, but a strategy aimed at redesigning the group’s perimeter, even beyond Mediobanca.
In this context also fits the takeover bid on Piazzetta Cuccia, initially welcomed by the government as a strengthening of the Italian nature of the system, but then progressively becoming more delicate. The Mef’s choice not to vote is a sign of this caution.
Weighing in, inevitably, is also the investigation by the Milan Prosecutor’s Office into the alleged “concert” among some shareholders in the Mediobanca matter, which has contributed to increasing attention on transparency and balances.
LOVAGLIO’S REVENGE
Within this complex framework lies Lovaglio’s victory. Who, immediately after, spoke of “gratitude” towards shareholders and “determination” to carry forward the project.
He rejected the idea of a personal revenge: “I did not have a desire for revenge, but to implement a project that creates value.”
Yet, the feeling of revenge remains. Because Lovaglio, who arrived in 2022 with the Draghi government to rescue the bank, had been sidelined precisely after bringing Mps to significant results: successful recapitalization, return to profit and dividends, capital strengthening, and relaunch on the stock market.
The recommendations of proxy advisors Iss and Glass Lewis, who had supported the board’s list, were of no avail. The vote followed other logics, with support for Lovaglio also coming from major international investors like BlackRock and Norges, who sided with the manager and his industrial plan.
The unions, for their part, have called for stability. They speak of continuity as an essential element and invite reopening dialogue on the industrial plan and employment impacts. “Today’s step must represent a crucial moment for the near future of Mps and the acquired Mediobanca group that requires clear and consistent choices,” declared Guido Fasano, Fabi coordinator at Mps, on the sidelines of the meeting. “Concrete guarantees are needed for employees, protagonists in the bank’s most complex years, and a credible project that values internal skills and professionalism.”
A GAME STILL OPEN
In the end, the picture is clear but not simplistic. Lovaglio won, supported by a broad but not homogeneous coalition. The outgoing board and Caltagirone lost.
But the game is not over. Because the Mediobanca dossier, with the merger and balances around Generali, remains open. Just as the Bpm dossier remains wide open, while rumors circulate of a possible integration between Siena and the institute led by Giuseppe Castagna, which “brings back to relevance the third pole so dear to Giorgetti’s Lega,” as Walter Galbiati writes in Repubblica.
Siena, therefore, was only a stage. But a stage that has already changed the balance of power.
