Board of Directors Meeting. At its first meeting, the Board of Directors appoints Carlo Pesenti as Chairman and Chief Executive Officer

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.

Adoption of the one-tier management and control system

Milan, April 24, 2026 – Italmobiliare S.p.A. (“Italmobiliare” or the “Company”) announces that today the resolution of the Company's Extraordinary Shareholders' Meeting held on April 22, 2026 – which approved the amendments to the By-laws aimed, among other things, at adopting the one-tier management and control system – was registered with the Milan-Monza-Brianza-Lodi Company Register.

The resolutions referred to under items 3, 4 and 6 on the agenda of the Ordinary Shareholders' Meeting held on the same date – concerning, respectively, the appointment of the Board of Directors, the remuneration policy for the current financial year and the adoption of an incentive plan based on financial instruments pursuant to Article 114-bis of the Consolidated Law on Finance – therefore become effective as of today.

The minutes of the Company's Extraordinary Shareholders' Meeting and the updated text of the By-laws is available at the Company's registered office, on the Company's website (www.italmobiliare.it), and through the authorised storage mechanism “eMarket Storage”, available at www.emarketstorage.it.

Dividend for the financial year 2025

Milan, April 22, 2026 - The shareholders’ meeting of Italmobiliare S.p.A., held today in Milan, approved the distribution, for each share entitled, of a dividend of euro 1.10 per share, gross of the withholdings required by law. The dividend will be paid on May 6, 2026. Shares will be traded ex dividend on May 4, coupon no. 9; the record date will be May 5.

As required by current regulations, shareholders whose shares have not yet been dematerialized shall previously present their shares to an “Intermediary” for introduction into the centralized dematerialization management system.

This notice will be published tomorrow in the daily newspapers.

The Shareholders’ Meeting approved the 2025 financial statements and the distribution of the dividend. Adoption of the one‑tier system approved and new Board of Directors appointed

Milan, April 22, 2026 – The Shareholders’ Meeting of Italmobiliare S.p.A. met today, with 76.08% of the share capital represented.

In its extraordinary session, the Shareholders’ Meeting approved:

  • the amendments to the By-laws necessary for the adoption of the one-tier governance system, the most widely recognised model of administration and control at international level.
    Under this system, the Board of Directors includes a Management Control Committee, to which control functions are entrusted. The one‑tier structure will ensure constant synergy between the management and control functions and will enhance international investors’ understanding of the Company’s governance framework.
  • further amendments to the By-laws, intended to align certain provisions with the most recent practices and orientations. Among the amendments approved are the extension of the Company’s duration and the inclusion in the By-laws of the Company’s commitment to pursuing sustainable success through long‑term value creation.

In its ordinary session, the Shareholders’ Meeting approved the financial statements for the year ended December 31, 2025, which closed with a profit of 55.4 million euro and shows a positive net financial position of +231.0 million euro for Italmobiliare S.p.A., and approved the distribution of a dividend of euro 1.1 per share, paid out of the profit for the year for a total of 46,217,541.70 euro. The dividend will be paid on May 6, 2026, going ex-coupon on May 4, 2026 and with a record date of May 5, 2026. The Shareholders also approved the remuneration policy for the financial year 2026 and expressed their favourable opinion on the compensation paid in the financial year 2025 to Directors, members of the Board of Statutory Auditors and key management personnel.

Still in the ordinary session, the Shareholders’ Meeting: appointed the new members of the Board of Directors; approved a new Long‑Term Incentive Plan reserved for the Chief Executive Officer, key management personnel and other managers selected for inclusion; renewed the authorisation to buy and sell treasury shares for the next 18 months.

In welcoming the new members of the Board, I would like to thank the outgoing Directors, some of whom have served since 2017 and, over the past nine years, have contributed to the development process that has seen Italmobiliare evolve into a modern investment holding company”, said Carlo Pesenti, CEO of Italmobiliare. “A special word of thanks goes to Laura Zanetti, who, in her role as Chairman, has carried out an outstanding job, making a decisive contribution to equipping the Group with advanced governance systems, strengthening control frameworks, the quality of decision‑making processes and alignment with leading best practices”.

The Chairman, Laura Zanetti, stated: “I would like to thank the Shareholders, the Board of Directors, the Board of Statutory Auditors and the entire Italmobiliare team, whose outstanding human and professional qualities have made the journey and the results achieved over the years possible. In particular, I wish to thank Carlo Pesenti for the trust he has placed in me throughout these years and for the extraordinary path he has guided. I am proud to have had the opportunity to contribute to the growth and evolution of a Group with Italmobiliare’s history, tradition and shareholder base, which today is more sustainable, innovative and resilient than when I began this journey, and ready to pursue new and ambitious challenges”.

APPOINTMENT OF THE BOARD OF DIRECTORS

Taking into account the approval of the amendments to the By‑laws and therefore the adoption of the one‑tier administration and control system, the Shareholders’ Meeting appointed a Board of Directors composed of 12 members for the three‑year period 2026-2028, and therefore until the approval of the financial statements as at December 31, 2028.

Carlo Pesenti, Livio Strazzera, Giorgio Bonomi, Luca Massimo Minoli, Antonia Di Bella, Valentina Casella, Roberto Pesenti, Gabriele Villa, Pietro Ruffini, Alessandra Carra, Silvia Pezzini, were elected from the majority list submitted by CFN Generale Fiduciaria S.p.A., which obtained 88.91% of the votes, representing 67.65% of the total share capital;

Alessandra Genco was elected from the minority list submitted by a group of institutional investors (which obtained 7.3% of the votes, representing 5.55% of the total share capital), not connected – even indirectly – with the shareholders holding a controlling interest in the Company.

The appointment of the Directors will become effective following the registration of the resolution of the Extraordinary Shareholders’ Meeting with the competent Company Register.

All candidates declared, upon submission of their candidacies, that they met the integrity requirements necessary to hold office in an issuer listed on a regulated market. Antonia Di Bella, Valentina Casella, Gabriele Villa, Pietro Ruffini, Alessandra Carra, Silvia Pezzini, Alessandra Genco declared that they met, in addition to the independence requirements pursuant to Article 2399 of the Italian Civil Code, to Article 148, paragraph 3, of the Consolidated Law on Finance (CLF), to the Corporate Governance Code the requirements laid down in the new Article 24 of the By‑laws for appointment as members of the Management Control Committee; Antonia Di Bella e Gabriele Villa also declared that they are registered in the Register of Statutory Auditors. Livio Strazzera declared that he meets the independence requirements pursuant to Article 2399 of the Italian Civil Code and Article 148, paragraph 3, of the CLF.

The curriculum vitae of the members of the Board of Directors are available on the Company’s website, in the Governance/Shareholders’ Meeting section (https://www.italmobiliare.it/en/governance/shareholders-meeting). The shareholdings of Carlo Pesenti, Livio Strazzera and Roberto Pesenti, who already served on the previous Board, are reported in the Report on the remuneration policy and compensation paid.

The Shareholders’ Meeting resolved to grant each Director a fixed annual remuneration of 45,000 euro, an additional annual remuneration of 40,000 euro for the Chairperson of the Management Control Committee, an additional annual remuneration of 25,000 euro for each other member of the Management Control Committee, and an attendance fee of 3,000 euro for participation in the other Board committees (other than the Management Control Committee) that will be established. Should the newly appointed Board of Directors decide that the functions of the Control and Risk Committee are to be performed by the Management Control Committee, the remuneration of the members of the latter for performing such functions will be increased by 10,000 euro for each member, with no attendance fee being paid.

ITALMOBILIARE 2026–2028 PHANTOM STOCK GRANT PLAN

The Shareholders’ Meeting also approved, pursuant to Article 114‑bis of the Consolidated Law on Finance, the adoption of a new long‑term incentive plan – the “Italmobiliare 2026-2028 Phantom Stock Grant Plan” – reserved for the Chief Executive Officer, the key management personnel of the Company and other managers selected by the Chief Executive Officer. The incentive plan will be aimed at further aligning the interests of management and those of the shareholders; supporting the achievement of the medium‑ to long‑term corporate strategic objectives; and ensuring a high level of attraction and retention of key resources, offering remuneration packages consistent with market practice. The Plan provides for the assignment of a specific number of rights to receive “Phantom Stock” linked to the value of Italmobiliare’s shares at the end of the three‑year vesting period, depending on the achievement of the following performance objectives: Net Asset Value per share, with an 80% weight; ESG performance as assessed by the main specialist rating agencies (CDP, Sustainalytics, S&P), with a 20% weight. The payout of the Plan will be in cash and will therefore depend on the number of “Phantom Stock” accrued (based on the performance indicators) and the value of the Italmobiliare stock, based on the stock market performance. A detailed description of the purposes and characteristics of the Plan is contained in the Information Document prepared pursuant to Article 114‑bis of the Consolidated Law on Finance and Article 84‑bis of the Issuers’ Regulation, published on the Company’s website in the Governance/Shareholders’ Meeting section.

AUTHORISATION TO BUY AND SELL TREASURY SHARES

The Shareholders also renewed, for the next 18 months, the authorisation to buy and sell treasury shares in order to set up a portfolio of securities that could be used as an alternative or in addition to financial resources to carry out extraordinary corporate finance transactions – such as exchanges of equity interests or possible acquisitions – or to implement compensation plans based on financial instruments that may be approved in the future.

The authorisation concerns a maximum of 1,000,000 shares (representing 2.353% of the share capital) for a maximum outlay of 35 million euro. The Company currently has 484,053 treasury shares in its portfolio, equal to 1.139% of the share capital.

The Company will be able to buy treasury shares in one or more tranches. Purchases will be made on the market in compliance with Article 144‑bis, paragraph 1, letters b) and d‑ter) of the Issuers’ Regulation, so as to allow compliance with the principle of equal treatment of shareholders, as required by Article 132 of the Consolidated Law on Finance, and therefore (i) on regulated markets, according to the operating procedures established in the organisation and management regulations of Borsa Italiana, which do not allow direct matching of purchase proposals with predetermined sale proposals, or (ii) with the methods established by market practices allowed by CONSOB pursuant to Article 13 of Regulation (EU) No. 596/2014, from time to time in force, and in any case in accordance with the further provisions of the law and regulations applicable to this type of transaction.

Purchases will be made – in compliance with the conditions set out in Article 3 of Commission Delegated Regulation (EU) 2016/1052 dated March 8, 2016 and other applicable rules – at a unit price not exceeding the highest price between the price of the last independent transaction and the price of the current highest independent purchase offer on the Euronext STAR Milan, it being understood that this consideration may not in any case be lower in the minimum and higher in the maximum by 15% (fifteen percent) with respect to the reference price that the Italmobiliare share recorded in the stock market session of the day preceding each transaction.

The Company will be able to carry out disposals, also fractionally and without time limitations, of the Italmobiliare shares to be purchased or already purchased on the basis of previous shareholders' authorisations, according to the purposes and methods indicated above, provided the unit selling price (or in any case the unit value established in the context of the sale) is not lower than the average carrying price of the shares bought on the basis of the authorisation.

Italmobiliare: 3 lists filed for the appointment of the Board of Directors

Milan, April 1, 2026 – Italmobiliare announces that, within the deadline set for the filing of lists of candidates for the appointment of the Board of Directors – on which the Shareholders’ Meeting of April 22, in its ordinary session, will resolve, subject to the approval of the proposed amendments to the By-laws at the extraordinary session – the following proposals have been submitted.

  • List 1 presented by the shareholder CFN Generale Fiduciaria S.p.A., holder of 20,229,250 shares representing 47.60% of the Company's share capital, comprising the following candidates: Carlo Pesenti, Livio Strazzera, Giorgio Bonomi, Luca Massimo Minoli, Antonia Di Bella, Valentina Casella, Roberto Pesenti, Gabriele Villa, Pietro Ruffini, Alessandra Carra, Silvia Pezzini, Rebecca Tusa.
  • List 2 presented by Inarcassa, holders of 785,869 shares, representing 1.85% of the Company's share capital, comprising the following candidates: Gianpaolo Di Dio, Demetrio Franco Mauro.
  • List 3 presented by a group of shareholders made up of institutional investors, jointly holding a total of 681,911 shares representing 1.60% of the Company's share capital, comprising the following candidates: Alessandra Genco, Mauro Re.

The lists, together with the accompanying documentation, have been filed at the Company’s registered office and are available on the Company's website at https://www.italmobiliare.it/en/governance/shareholders-meeting, as well as through the authorised storage mechanism emarketstorage.com.

Italmobiliare S.p.A. - Notice of publication of documents

Milan, March 24, 2026 – The 2025 annual financial report according to art. 154-ter of the Consolidated Law on Finance (CLF), including the draft of the statutory financial statements and the consolidated financial statements, the directors’ report with the sustainability report, the due attestations prepared according to art. 154-bis, paragraphs 5 and 5 ter of the CLF, the reports of the Company’s independent registered public accounting firm and the board of statutory auditors, the annual report on corporate governance and ownership structure, and the report on remuneration policy and compensation paid prepared according to art. 123-ter of CLF, inclusive also of the information required by art. 84-bis of the CONSOB Issuers Regulation, have been filed with the Company’s registered office and are available on the authorized eMarket storage platform (www.emarketstorage.com) and through the Governance/Shareholders’ Meeting section of the Company's website at www.italmobiliare.it (https://www.italmobiliare.it/en/governance/shareholders-meeting).

Documents required by article 2429 of the civil code, paragraphs 3 and 4, will be made available within the legal deadline at the registered office.

This notice on filing of the abovementioned documents will also be published tomorrow on daily newspapers

Notice of call and board of directors report. To the extrordinary and ordinary general meeting publicly available

Milan, March 12, 2026 – Italmobiliare S.p.A. announces that the notice of call of the ordinary and extraordinary general meeting convened on April 22, 2026 is available to the public on the Company's website www.italmobiliare.it, in the “Governance/Shareholders’ Meeting” section (https://www.italmobiliare.it/en/governance/shareholdersmeeting) and on the “eMarket Storage” platform at www.emarketstorage.com and it will be published tomorrow as an excerpt on daily newspapers.

The Board of Directors Report on all items in the agenda, inclusive of the information document regarding the ‘ 2026-2028 Italmobiliare phantom stock grant plan’, is also available to the public at the Company’s registered office, on the Company's website www.italmobiliare.it in the “Governance/ Shareholders’ Meeting” section (https://www.italmobiliare.it/en/governance/shareholders-meeting), and on the “eMarket Storage” platform at www.emarketstorage.com.

The proxy forms to attend the meeting, also through the Appointed Representative according to article 135-undecies of the Consolidated Law on Finance, are also available in the same section of the Company's website and at the Company’s registered office.

Launch of the buy-back program

Milan, March 11, 2026 - Italmobiliare S.p.A. (Italmobiliare or the Company) announces, pursuant to art. 144-bis of the CONSOB Issuers' Regulation adopted with the Resolution n. 11971/1999 (the Issuers’ Regulation), the launch, on March 16th, 2026, of a treasury share buyback program (the Program). The Program will be implemented in execution of and according to the resolution of the Shareholders' Meeting of April 17, 2025, in compliance with the current regulation, also in consideration of the recent context related to the capital markets and, by extension, to the relative performance of Italmobiliare shares.

Purpose

The purpose of the Program is to create a stock of treasury shares that, inter alia and if the conditions occur, can be used to replace or supplement financial resources for the execution of any extraordinary financial transactions such as, for example, the exchange of equity investments or possible acquisitions.

In the event of completion of the Program up to the maximum limit of shares mentioned below, Italmobiliare would hold a total of 727,975 shares or 1.713% of the share capital.

Should there not be adequate opportunities for their utilization in the medium term, Italmobiliare reserves the right to allocate (in whole or in part) the treasury shares held for possible cancellation, within the terms and according to the procedures provided for by the law, subject to the resolution of the competent corporate bodies.

Minimum and maximum consideration

The purchases shall take place - in compliance with the conditions set forth in Article 3 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 and further applicable rules - at a unit price not exceeding the highest price between the price of the last independent transaction and the price of the highest current independent bid on the electronic share market organized and managed by Borsa Italiana (Euronext STAR Milan) and it being understood that the aforesaid consideration may not in any case be lower in the minimum and higher in the maximum by 15% (fifteen per cent) than the reference price that the Italmobiliare share recorded in the stock exchange session on the day preceding each single transaction.

The number of shares to be purchased daily may not exceed 25% of the average daily trading volume, calculated based on the average daily trading volume in the 20 trading days preceding each purchase date.

Methods through which purchases will be made

Purchases will be made on the regulated market Euronext STAR Milan, organized and managed by Borsa Italiana S.p.A. in compliance with art. 144-bis, paragraph 1, letter b) of Issuers’ Regulation and other applicable provisions, so as to ensure compliance with the equal treatment of shareholders pursuant to art. 132 of the Legislative Decree No. 58 of 24 February 1998 (the TUF), as well as in accordance with the operating procedures set forth in the organizational and management regulations of Borsa Italiana S.p.A.

As for the execution of the Program, Italmobiliare has granted today a mandate to Equita SIM S.p.A. to coordinate and execute the Program on behalf of the Company and make the relevant trading decisions, in full discretion and full independence. The Program will be also executed during the so-called closed period.

Duration

The purchases will start from March 16th, 2026 with an expected end by April 17th, 2026.

Maximum number of shares to be purchased and consideration

The purchases will concern a maximum of 300,000 shares corresponding to 0.706% of the Issuer's share capital for a maximum consideration of Euro 10,000,000.

As of today, the Company directly holds 427,975 shares, equal to 1.007% of its share capital.

Italmobiliare shall inform the market, in accordance with the provisions in force, of the details of the purchase transactions carried out.

Considering the current capital markets context, also characterized by significant and sudden increases in volatility and changes in the macroeconomic and geopolitical scenario, any subsequent changes to the Program that may be deemed necessary in the medium term will be promptly disclosed to the public in the ways and terms provided for by applicable laws and regulations.

The Board of Directors has approved the company's draft financial statements at December 31, 2025

THE ITALMOBILIARE GROUP CLOSED 2025 WITH HIGHER AGGREGATE REVENUE OF 1,750 MILLION EURO AND LOWER EBITDA OF 200.5 MILLION EURO. NAV GROWING TO 2,304.9 MILLION EURO, NFP POSITIVE AT 231 MILLION EURO. PROPOSED DIVIDEND OF 1.1 EURO PER SHARE.

  • At an aggregate level, the Portfolio Companies' revenues have risen to 1,750 million euro (+9.7% on 2024), whereas EBITDA has fallen to 200.5 million euro. More specifically:
    • Caffè Borbone confirms its position as the leading brand in terms of single-serve coffee volumes sold in Italy and it is growing abroad (+47%). The company closed 2025 with revenue rising to 370.8 million euro (+10.8%) and margins decreasing to 56.8 million euro due to the high cost of green coffee, which then fell in the last quarter of the year;
    • CDS-Casa della Salute has achieved a key milestone of 40 clinics in Liguria, Piedmont and Sardinia. The company closed the year with revenue and gross operating profit rising to 80.2 million euro (+26.8%) and 10.2 million euro (+35.6%) respectively;
    • Officina Profumo-Farmaceutica di Santa Maria Novella closed the year with turnover increasing to 74.4 million euro (+6.3% compared with the previous year). Growth continues in the main markets, with both the retail and online channels experiencing double-digit growth thanks to the positive contribution of all product categories;
    • Italgen continues to grow, closing a positive year and exceeding 100 MW of installed production capacity thanks to targeted acquisitions in the hydroelectric sector and the completion of two new photovoltaic plants;
    • Capitelli is continuing its development path and had an excellent 2025, with revenue and gross operating profit increasing to 24.7 million euro (+6.4%) and 4.5 million euro (+12.3%) respectively.
  • During the year, the Group continued to develop its strategy of sustainability, giving further impetus to transformative processes across all portfolio companies and the entire value chain.
  • At December 31, 2025, Italmobiliare SpA's NAV was up to 2,304.9 million euro (2,215.8 million euro at December 31, 2024). Considering the dividend distribution made during the period of 38 million euro and the buy-back for 6.1 million euro, the net change in NAV is positive by 133.2 million euro (+6%). The NAV per share is equal to 54.8 euro.
  • After the distribution of dividends of 38 million euro during the year, Italmobiliare SpA's net financial position is positive at 231 million euro.
  • During the course of the year, Italmobiliare sold the stake in Mediobanca that it held through Fin. Priv, generating proceeds of 45.1 million euro and a capital gain of 30.8 million euro.
  • At the next Shareholders' Meeting, the Board of Directors will propose an ordinary dividend of 1.1 euro per share.

Milan, March 5, 2026 – Today, the Board of Directors of Italmobiliare SpA examined and approved the company's consolidated financial statements and draft separate financial statements at December 31, 2025. In light of the results achieved during the year, the Board of Directors will propose a dividend of 1.1 euro per share.

In 2025, characterised by a highly volatile and extremely challenging geopolitical and macroeconomic environment, Italmobiliare's portfolio demonstrated its solidity and resilience thanks to a combination of asset quality, proactive risk management and the full integration of sustainability into the development strategies of the Holding and its Portfolio Companies.

Looking at the pro-forma aggregate for the Portfolio Companies, revenue grew by 9.7% to 1,750 million euro. Revenue grew for all group companies except Italgen, despite a very good year, but only because the comparative figures are for 2024, which was a record-breaking year in terms of production volumes. CDS-Casa della Salute (+26.8%), Gruppo Clessidra (+23.2%), Bene Assicurazioni (+21.7%) and Caffè Borbone (+10.8%) are the companies that recorded the highest increases compared with the previous year. The aggregate gross operating profit of the Portfolio Companies came to 200.5 million euro, down from 228.9 million euro in 2024, but improving significantly in the fourth quarter of the year, also thanks to the progressive normalisation of raw coffee prices.

At December 31, 2025, the Net Asset Value of Italmobiliare SpA, excluding treasury shares, amounts to 2,304.9 million euro (2,215.8 million euro at December 31, 2024). Considering the dividend distribution during the period of 38.0 million euro and the buy-back for 6.1 million euro, the net change in NAV is positive by 133.2 million euro (+6%). The NAV per share is equal to 54.8 euro (+6.3% considering the combined effect of the dividend and buy-back).

During the year, Italmobiliare acquired a further 5% interest in Bene Assicurazioni, bringing its shareholding in the insurance company to 25%. Regarding the valuation of its portfolio investments, note that in October 2025, Italmobiliare received 45.1 million euro from the sale of the stake in Mediobanca that it held through Fin. Priv., realising a capital gain of 30.8 million euro.

Italmobiliare SpA closed its 2025 financial statements with a profit of 55.4 million euro (104.8 million in 2024). The decline compared with the previous year is due to lower non-recurring income from disposals, the exchange rate effect, a less positive performance on the part of certain Private Capital funds, and fewer dividends from certain investee companies. At December 31, 2025, Italmobiliare SpA's net financial position is positive and equal to 231.0 million euro (273.8 million euro at December 31, 2024). The main outflows include payment of the dividend (-38 million euro) and investments in Portfolio Companies (-56.6 million euro).

At the end of the meeting, Carlo Pesenti informed the board members that he had expressed to the main shareholders his willingness to assume, on the occasion of the upcoming renewal of the Board of Directors and subject to the resolutions to be adopted by the Board istself, the role of Chairman of the Company in addition to that of Chief Executive Officer. Carlo Pesenti, who stepped down as General Manager of the Company in 2025, also announced that, with a view to developing and strengthening Italmobiliare's managerial structure, he will propose the establishment of a management committee tasked with developing the most important operational decisions for the Company and the Group.

During 2025, Italmobiliare implemented its sustainability strategy, structured around four macro areas of action: governance extended to the entire value chain, a climate strategy aimed at net-zero emissions, a safety culture aimed at achieving zero accidents and an inclusive development of human capital", explains Laura Zanetti, Chairman of Italmobiliare. In particular, over the course of the year, the Group further refined its supplier qualification process and continued implementing its decarbonisation plan, aimed at achieving the objectives formalised by the Parent and all Portfolio Companies and validated by the Science Based Targets initiative. Furthermore, it achieved the lowest injury frequency rate ever, as well as an intermediate goal of 40% women in management positions; results that are not points of arrival, but rather points of departure towards even more ambitious goals. “A concrete commitment, guided by a strategic vision, which has been recognised by the consolidation of Italmobiliare's position in the main ESG ratings", concludes Chairman Zanetti.

“In a complex and highly volatile context, the coherence of Italmobiliare's strategic development model, based on innovation, competitiveness and sustainability, has allowed us to generate growth in NAV and give further impetus to the development of our industrial platforms – emphasises Carlo Pesenti, CEO of Italmobiliare. The solidity of our diversified portfolio, featuring top-notch brands, combined with a still significant cash position, allows us to look to the future with confidence, aiming to further develop our portfolio holdings and seize potential investment and divestment opportunities."

Adoption of the one‑tier administration and control system

Milan, January 29, 2026 – Italmobiliare S.p.A. announces that, at today's meeting, the Board of Directors resolved to propose to the General Meeting convened to approve the financial statements for the year 2025, scheduled for April 22, the amendments to the By-laws required for the adoption of the one-tier governance system.

Characterised by a Board of Directors within which a Management Control Committee is established and entrusted with control functions, the one‑tier system is the most widely adopted and internationally recognised administration and control model and will enable international investors to gain a better understanding of the Company’s governance structure. The integration of the Management Control Committee within the Board will also ensure a constant synergy between the control and management functions.

On this occasion, the Board of Directors will submit further amendments to the By-laws to the shareholders to align certain provisions — including those relating to the conduct of meetings of corporate bodies — with the latest practices and guidelines. Proposals will also be made to extend the Company’s duration and to include in the By‑laws an express acknowledgment of Italmobiliare’s commitment to pursuing sustainable success through the creation of long‑term value.

Subject to the approval of the By-laws amendments by the Extraordinary Meeting, the appointment of the Board of Directors, whose term of office expires upon approval of the financial statements for the year 2025, will be carried out in accordance with the new provisions of the By-laws.

The documentation containing a detailed description of the By-laws amendments submitted to the General Meeting will be made available to shareholders within the time frame required by applicable legislation.

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