Milan, April 28, 2026 – The Board of Directors of Italmobiliare S.p.A. (Italmobiliare or the Company), which met today following the Shareholders’ Meeting held on April 22, 2026 – which, in its extraordinary session, approved the amendments to the By‑laws necessary, inter alia, for the adoption of the one‑tier administration and control system and, in its ordinary session, appointed the new Board of Directors – appointed Carlo Pesenti as Chairman and Chief Executive Officer and Livio Strazzera as Vice Chairman.
Based on the statements made by the Directors and on the information available to the Company, the Board of Directors verified that all Directors meet the integrity requirements required to hold office in an issuer listed on a regulated market.
Alessandra Carra, Valentina Casella, Antonia Di Bella, Alessandra Genco, Silvia Pezzini, Pietro Ruffini and Gabriele Villa, in addition to meeting the independence requirements pursuant to Article 2399 of the Italian Civil Code, to Article 148, paragraph 3, of the Consolidated Law on Finance (CLF), and to Recommendation No. 7 of the Corporate Governance Code, also meet the professional requirements provided for by law and by Article 24 of the By‑laws for appointment as members of the Management Control Committee; Antonia Di Bella and Gabriele Villa are registered in the Register of Statutory Auditors.
Livio Strazzera meets the independence requirements pursuant to Article 2399 of the Italian Civil Code and to Article 148, paragraph 3, of the Consolidated Law on Finance.
The Board of Directors appointed the Management Control Committee, composed of Alessandra Genco, Chairperson (elected from the minority list submitted at the Shareholders’ Meeting of April 22, 2026 by institutional investors), Antonia Di Bella and Gabriele Villa.
Following the Board meeting, the Management Control Committee met and verified and confirmed that its members meet the independence requirements.
At a subsequent Board meeting, the Board of Directors will verify the existence of the specific integrity, fairness and professional competence requirements provided for by law for corporate representatives of legal persons who hold qualified shareholdings in financial and insurance companies.
The Board of Directors also resolved:
- to appoint the Independent Director Antonia Di Bella as Lead Independent Director;
- to appoint the Committee for Transactions with Related Parties, with the duties and functions provided for by Consob Regulation No. 17221/2010 and by the related Company procedure, composed of the Independent Directors Valentina Casella (Chairperson), Alessandra Carra and Pietro Ruffini;
- to appoint the Remuneration and Nominations Committee, composed of the Independent Directors Valentina Casella (Chairperson), Antonia Di Bella and Pietro Ruffini, all of whom have specific expertise in financial matters or remuneration policies;
- to appoint the Committee for Sustainability and Social Responsibility, composed of Carlo Pesenti, as Chairperson, Roberto Pesenti, and the Independent Directors Valentina Casella, Alessandra Genco and Silvia Pezzini;
- to assign to the Management Control Committee the functions of the Risk Committee.