Exor N.V.Figures

Control of Exor rests neither on double voting rights in the French sense, nor on two classes of shares in the American way where one is born into a class. It rests on a Dutch loyalty register, open to any shareholder, which works like a staircase with two steps. A shareholder enters his ordinary shares in the register; registration costs nothing and gives nothing immediately, it starts a clock. After five years of uninterrupted holding he receives one special voting share A per ordinary share, and that A share carries four votes: he then has five votes per ordinary share. After ten years each A share becomes a B share carrying nine votes, that is ten votes per ordinary share. The price is real: registered shares can be neither sold nor transferred, and a shareholder who leaves the register loses all accrued rights, his special shares returning to the company for nothing. Voting power is not a privilege granted, it is bought by giving up the ability to sell.

Giovanni Agnelli B.V. is a Dutch company owned by the descendants of Fiat's founder, whose stated purpose is to preserve the unity and continuity of its controlling interest in Exor. It is not an investor, it is a continuity device. It holds 114,163,063 ordinary shares and 114,161,912 special voting shares A, which gives 54.944% of the economic capital and 83.971% of the voting rights on issued capital, both recalculated from the published share counts and consistent with the 54.94% and 83.97% the company publishes. Leverage is 1.528: each point of capital held carries one and a half times its weight at the meeting. Mind the denominator, because there are two: measured against shares outstanding only, the family's votes come to 84.94%, recalculated, almost a point more. One last fact, established but unexplained: no class B share has ever been issued, although nearly 118 million A shares exist and the second step is reached at ten years.

What that leaves a minority shareholder. The register is open, and it is genuinely used by others: 3,836,002 A shares, or 3.25% of the total, recalculated, are in the hands of other long-term shareholders. A patient minority holder can therefore multiply his own votes by five too, provided he accepts that he can no longer sell. But the arrangement remains overwhelmed by a single holder. Exor applies no takeover defence, and says so; that is not openness, it is a consequence, since with 83.97% of the votes a defence would serve no purpose. Control is the defence. Its financings and bonds do, however, carry change-of-control clauses allowing lenders to demand early repayment.

The board has ten directors, only one of whom is executive, the chief executive, and the chairman of the board is not the manager: that is the opposite of the pattern where the controlling family chairs. Three directors are not independent because they belong to the Agnelli family, and the report addresses this head on by stating that none of them individually holds a significant share of Giovanni Agnelli B.V., that none sits on its management board, and that no nomination right exists in its favour. The chief executive's accumulation of mandates is written in plain sight: John Elkann runs Exor and is executive chairman of both Ferrari and Stellantis, the two largest portfolio lines, 43.871% of gross assets, and the annual report itself treats this as a potential conflict of interest. The 2025 buyback was indeed handled as a related-party transaction: Giovanni Agnelli B.V. had irrevocably committed to tender EUR 570m of shares into an offer capped at one billion, the audit committee reviewed the commitment, and approval was given by the non-executive directors unassociated with the family alone. The direction of the operation is worth seeing: tendering 570 out of 1,000, that is 57.0% recalculated, while holding 54.94% of the capital, reduces the controlling holder's stake rather than increasing it.