Consob's annual meeting with the financial market will take place on Monday 13 July 2026.

The event will take place in Milan at 11:00 am at Palazzo Mezzanotte, at the Borsa Italiana headquarters in Piazza Affari.

A live stream will be available at via this link.

The presence of women in top positions as chairs and chief executive officers at Italian listed companies has declined. The participation of institutional investors, particularly foreign investors, in the ownership structure of companies listed on Borsa Italiana has also decreased.

These are among the main new findings of Consob's 2025 Report on corporate governance, published on 2 July 2026. The Report also highlights the growing weight of companies that have adopted the one-tier corporate governance model, the now structural presence of independent directors, and the strengthening of minorities on boards of directors. The delisting trend continues: at the end of 2025, 185 Italian companies were listed in Milan, compared with 196 at the end of 2024.

In a context in which the indicators show few significant changes compared with 2024, women's representation on boards of directors is close to 44%, above the minimum threshold of 40% required by law. In around one company out of five, women are equally or more represented than men, confirming steady growth over the last three years: 19% in 2025, compared with 15.2% in 2023 and 15.9% in 2024. However, the Report shows a decline in the number of women holding the position of chair: 21 in 2025, compared with 28 in the previous year. A similar decrease is recorded for the role of chief executive officer: 17 cases, compared with 18 in 2024.

The presence of institutional investors exceeding the relevant thresholds of 3% or 5% in the share capital of companies listed on Borsa Italiana has also declined. There were 53 such investors in 2024, compared with 46 in 2025. The number of shareholdings held by institutional investors also decreased year on year, from 71 to 62. Both trends can be attributed, at least in part, to companies leaving the stock exchange.

The Report also confirms the high level of ownership concentration: at the end of 2025, the average stake held by the largest shareholder stood at 48.7%, slightly higher than in recent years, pointing to limited contestability of control.

In terms of governance models, while the traditional model remains predominant, the weight of listed companies adopting alternative arrangements has increased over time. In particular, the one-tier system accounted for around 24% of market capitalisation at the end of 2025, compared with 20% in the previous year.

At the end of 2025, 68 issuers, representing 12.4% of total market value, had introduced loyalty voting rights in their articles of association, slightly down from 2024, when there were 72 issuers, equal to 14.7% of the market. This decrease was mainly due to delisting operations. By contrast, the number of cases of enhanced loyalty voting rights increased, involving 13 companies.

For the first time, the Report also highlights the contribution of both Italian pension funds, which attended around two thirds of general meetings but with limited shareholdings, and social security institutions, which participated in a smaller number of general meetings but represented 41.7% of the shares held by domestic institutional investors attending those meetings.

Shareholder participation in general meetings of FTSE MIB companies remains high, at 73% of share capital, and is slightly higher than in 2024. Institutional investors continue to play a significant role, representing on average around 34% of the capital present at meetings, largely attributable to foreign investors, who account for 32%.

As regards corporate bodies, the main trends observed in recent years have further consolidated. Boards of directors remain stable in size, with an average of around 9.7 members, and show the now structural presence of independent directors, who account for more than half of board members. At the same time, the role of minorities has strengthened, with around 70% of companies including at least one minority-appointed director, compared with 66.5% in 2024. Greater turnover in appointments is also observed, with a reduction in the average length of board tenure, together with growing recognition of experience, as shown by the average age of board members, which stands at around 58 years. The internationalisation of boards, however, remains limited.

The Report will be presented and discussed in September in Rome at the Consob Auditorium.

Consob has launched a consultation on amendments to the Issuers' Regulation aimed at identifying the concept of joint holding of shareholdings for the purposes of applying the whitewash mechanism introduced under the framework governing newly listed issuers, as provided for in the Consolidated Law on Finance by the capital markets reform, Legislative Decree no. 47/2026.

The reform provides that newly listed companies may exclude the withdrawal right granted to shareholders even in the event of amendments to the corporate purpose that significantly alter the company's business risk, provided that such amendments are approved at the shareholders' meeting by the majority of shareholders other than those holding, "also jointly", the majority shareholding — the so-called whitewash mechanism. A similar whitewash mechanism, albeit with certain specific features, is also provided for resolutions adopted by small and medium-sized enterprises that are already listed and intend to opt into the framework applicable to newly listed issuers.

The criteria for identifying shareholders who jointly hold the majority shareholding must be laid down by Consob through regulation. Consob has therefore launched a consultation on the matter. The initiative forms part of the broader process of aligning secondary legislation with the capital markets reform and is intended to foster the consistent, transparent and proportionate application of the whitewash mechanism, thereby contributing to the stability of the regulatory framework and to the proper functioning of the shareholders' resolutions concerned.

The proposals are accompanied by a preliminary regulatory impact assessment, which considered several possible courses of action in light of the available empirical evidence and their respective effects on the market and on operators. The consultation document examines three possible regulatory options. Following this analysis, the option considered most appropriate to achieve a balanced reconciliation of the various needs underlying the regulatory intervention is the one that limits the scope of joint holding to standardised and objectively verifiable situations derived from the cases of "persons acting in concert" provided for under Article 101-bis, paragraph 4-bis, of the Consolidated Law on Finance, as well as to certain cases involving family relationships provided for under Article 44-quater, paragraph 1, letter a), of the Issuers' Regulation.

The consultation will remain open for 30 days from the publication of the document. Comments may be submitted in accordance with the procedures set out in the consultation document, by completing the dedicated consultation response form and sending it through the dedicated submission module. Please note that, due to technical issues, the online submission module is currently unavailable. The service will be restored shortly.

The Corporate Governance Committee of the Organization for Economic Cooperation and Development (OECD), of which Consob is a member, has launched a survey on artificial intelligence and corporate governance, aimed at gathering information and practical examples from publicly traded companies worldwide.

This initiative also involves Italian listed companies, which are invited to participate, given the importance of the topic, the rapid development of artificial intelligence technologies, as well as the evolution of the European and national regulatory frameworks and the resulting implications for companies.

Participation in the survey is possible via this link:
https://survey.oecd.org/index.php?r=survey/index&sid=686781&lang=en, which has already been sent by the OECD to companies listed in the Orbis database.

The deadline is July 20, 2026.

As of 1 July, the transitional period provided for under the European Regulation on markets in crypto-assets (MiCAR) for VASPs (Virtual Asset Service Providers) operating under national regimes comes to an end.

Across the European Union, the provision of crypto-asset services to European clients is reserved exclusively to entities authorised as CASPs (Crypto-Asset Service Providers) under MiCAR, as well as to already supervised intermediaries that have notified their intention to provide crypto-asset services. Any provision of such services without authorisation would be in breach of European Union rules.

In Italy, Consob, in close coordination with the Bank of Italy, has authorised 8 CASPs to date, listed below:

In addition, one banking intermediary, Banca Sella S.p.A., has submitted a notification to the Bank of Italy for the provision of crypto-asset services.

These operators - like all entities authorised in other Member States - are entered in the Register of crypto-asset service providers maintained by ESMA and may offer their services in all EU countries under the so-called "European passport" regime.

Operators that, as of today, have not obtained authorisation as CASPs in at least one EU country must cease their activities, limiting themselves to activities necessary for the orderly closure of existing relationships with clients, allowing the transfer and/or liquidation of their positions in accordance with conduct rules, anti-money laundering and countering the financing of terrorism obligations, while safeguarding clients' interests and mitigating risks to the market. In this regard, ESMA has requested that such operators prepare orderly wind-down plans to ensure the transfer of clients' assets to authorised operators or to self-hosted wallets, without causing financial harm to clients.

On this point, investors' attention is drawn to the importance of verifying that their service provider is effectively authorised. To this end, it is essential to:

The Bank of Italy and Consob will continue to carry out their supervisory and public information activities, in coordination with ESMA and the other competent authorities, in order to ensure the uniform application of MiCAR and an adequate level of protection for investors and the market.

Consob has ordered the blocking of six websites through which unauthorised investment services and activities relating to financial instruments were being carried out.

Below is the list of websites ordered to be taken down:

- "Mir-Partner" (website https://mir-partner.cm and related pages https://client.mir-partner.cm and https://webtrader.mir-partner.cm);

- "Capital Trading Group" (website https://capitaltradect.co and associated page https://app.capital-trading-group.com);

- "Gravmor" (website https://gravmor-company.com and related pages https://inv.gravmor.com and https://inv.personalcabinet.cc);

- White Mint Financial Company s.r.o. (website https://algosone.ai and associated page https://app.algosone.ai);

- AxiTrader LLC (website www.axi.com and related pages https://auth.app.axitp.com, https://clientportal.axi.com, https://help.axi.com);

- "Trilessyum" (website https://trilessyum.net and page https://webtrader.imprios-pendorim.com).

This brings the total number of websites blocked by Consob since July 2019 – when the Authority was granted the power to order the blocking of websites belonging to unauthorised financial intermediaries – to 1,763. Of these, 217 relate to crypto-asset-related activities.

The measures adopted by Consob can be viewed on the website www.consob.it. Internet service providers operating in Italy are currently taking steps to block access to the websites. For technical reasons, it may take a few days for the block to take effect.

It is important that savers exercise the utmost diligence in making fully informed investment decisions, adopting common-sense practices that are essential for safeguarding their savings: these include checking in advance, for websites offering investment services and crypto-assets, that the operator through which the investment is made is authorised and, for offers of financial products and crypto-assets, that the prospectus or white paper has been published.

Consob also draws attention to the evolving nature of deceptive practices that exploit the internet to steal users' money and personal data: there has been an increase in the use of new tools, such as emails and 'cloned' websites, fake profiles of politicians and celebrities, and content generated by artificial intelligence systems – such as images, voices or videos – with the aim of persuading investors to make harmful investment decisions.

To this end, Consob urges investors to consult the dedicated information sheet containing advice on how to protect themselves against financial fraud in the age of artificial intelligence, and reminds them that its website features a section entitled 'Watch out for scams!', where useful information is available to warn investors against fraudulent financial schemes.