On April 17, 2025, Banca Monte Paschi di Siena Spa (MPS) held an extraordinary shareholders' meeting where several significant decisions were made, marking a pivotal moment for the bank's future. The assembly approved a capital increase of up to EUR 13.19 billion, allowing the issuance of a maximum of 2.23 billion new shares, all to be completed by December 31, 2025. This capital increase is aimed at supporting a voluntary Public Exchange Offer (OPS) for all ordinary shares of Mediobanca Spa, a strategic move that could reshape the financial landscape in Italy.
Shareholders overwhelmingly backed the capital increase, with 86.48% of the capital present voting in favor, while only 11.84% opposed the measure. A total of 73.59% of the capital participated in the assembly. This strong support underscores the confidence investors have in MPS's strategic direction under the leadership of CEO Luigi Lovaglio.
During the meeting, MPS also confirmed the appointment of five directors who were co-opted in December 2024. These new appointments come in the wake of significant changes within the bank's governance, which included the resignation of five directors linked to the Treasury, reducing the state’s stake to 11.7% of the bank's capital.
Among the newly appointed directors are Elena De Simone and Alessandro Caltagirone, alongside Barbara Tadolini, Marcella Panucci, and Francesca Paramico Renzulli. The board now consists of 15 members, with 11 meeting the independence criteria, and a balanced gender representation of seven women and eight men, complying with the legal requirements for corporate governance.
The assembly also approved a 2025 incentive plan based on "phantom shares" and made amendments to the articles of association regarding the conduct of meetings and the appointment of board members. These changes reflect MPS's commitment to adapting its governance structures to better align with contemporary corporate standards.
Despite the positive developments in governance and strategy, shares of Banca Monte Paschi di Siena closed down 1.3% on the day of the meeting, settling at EUR 6.532 per share. This decline, however, did not overshadow the substantial backing the capital increase received from major institutional investors, including international funds.
The approval of the capital increase is particularly significant as it is expected to facilitate MPS’s ambitious OPS on Mediobanca, which was announced earlier in the year. Lovaglio explained that MPS would offer 23 shares for every 10 shares of Mediobanca, a move that could potentially consolidate MPS’s position in the Italian banking sector.
Investors have shown considerable enthusiasm for the OPS, which has garnered support from various stakeholders, including the Ministry of Economy, which holds an 11.73% stake in MPS. The backing from major shareholders like the Del Vecchio family and Francesco Gaetano Caltagirone, who recently increased his investment in MPS, has also played a crucial role in securing the necessary votes.
Lovaglio emphasized the strategic importance of this operation, stating, "The integration of these two companies, which are different yet complementary, aims to create significant value." He also noted that the groundwork for this OPS was laid out in November 2024, following UniCredit's announcement regarding Banco Bpm, indicating that MPS could not afford to remain passive in a rapidly changing financial landscape.
Looking ahead, the next steps for MPS include securing necessary approvals from regulatory bodies, particularly the European Central Bank (ECB), to proceed with the OPS, which Lovaglio anticipates could commence between June and July 2025. This timeline reflects the urgency and ambition MPS has in executing its growth strategy.
The implications of this capital increase and the forthcoming OPS are substantial. If successful, MPS could emerge as the third-largest banking entity in Italy, trailing only Intesa Sanpaolo and Unicredit in terms of balance sheet assets. This potential shift could significantly alter the competitive dynamics within the Italian banking sector, especially considering Mediobanca’s role as the primary shareholder of Generali, Italy's leading insurance company.
As the financial community watches closely, Lovaglio remains confident, asserting that MPS is among the most capitalized banks in Europe. He addressed concerns regarding MPS’s ability to undertake such a significant acquisition, reiterating the strategic necessity of this move in the context of current market conditions.
In conclusion, the April 17 assembly marks a critical juncture for Banca Monte Paschi di Siena as it seeks to redefine its future through strategic partnerships and capital expansion. With solid backing from shareholders and a clear operational roadmap, MPS is poised to make waves in the Italian financial sector, potentially transforming its competitive landscape.
