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Series Italy, Netherlands

The Agnellis and Exor: 55% of the Capital, 84% of the Votes

Bar chart of Giovanni Agnelli B.V. in Exor at 31 December 2025: 54.94% of economic rights and 83.97% of voting rights
This is part 5 of 5 in the series "The Agnellis in 5 posts." Category: Capital and Structuring. Other parts: part 1, part 2, part 3, part 4.

The Agnelli family controls Exor through a chain of holding companies and a voting rule that rewards long-term shareholders. At 31 December 2025 Giovanni Agnelli B.V., owned by descendants of Fiat’s founder, held 54.94% of Exor’s economic rights and 83.97% of its voting rights, Exor says.

This post follows that chain and Libya’s decade as a Fiat shareholder. Exor is a listed holding company, not a family office; see our Exor profile.

Who Owns What in the Agnelli Chain

  • Family members. Exor says Giovanni Agnelli’s descendants hold Giovanni Agnelli B.V.; MF Milano Finanza counted about 112 shareholders in 2016.
  • Dicembre. Reuters, in September 2025, called it the holding company at the top of Exor, owned by John Elkann, Exor’s chief executive, and his siblings. Calcio e Finanza, citing Il Sole 24 Ore, described it as a simple partnership (società semplice) holding 41% of Giovanni Agnelli B.V.’s capital in 2025 and 2026.
  • Giovanni Agnelli B.V. Founded on 22 November 1984 as Giovanni Agnelli e C., an Italian partnership limited by shares, to hold the family branches together, it became Dutch in 2016, MF reported. Its purpose, Exor says, is to “preserve unity and continuity” of its Exor stake. Under its rules, MF said, shares pass freely only to descendants, siblings or holding vehicles; otherwise other shareholders, then the company, may buy first.
  • Exor N.V. Dutch since a cross-border merger on 11 December 2016; listed on Euronext Amsterdam since 2022.
  • The companies. At 30 June 2026 Exor held 19.5% of Ferrari’s economic rights and 32.5% of its votes, its half-year report says.

How Loyalty Shares Turn 55% Into 84% of the Votes

With the 2016 move Exor adopted loyalty voting: shares registered and held without interruption get five votes each after five years, ten after ten, its FAQ says. After five years the extra votes come as special voting shares A, each carrying four votes on top of the ordinary share’s one, as the ownership page totals show.

At 31 December 2025 Giovanni Agnelli B.V. held 114,163,063 ordinary shares and 114,161,912 special voting shares A. Almost every share it owns carries five votes, against one for a new buyer.

What the April 2025 Tender Offer Changed

In April 2025 Exor bought back 12,254,495 of its shares at €81.6027 each, €1 billion in total. Under an irrevocable undertaking, 6,985,062 came from Giovanni Agnelli B.V., Exor reports. That is about €570 million and 57% of the total, close to its share of the capital (our arithmetic). Exor cancelled them and their special voting shares; at the end of 2025 the family holding still had 54.94% of economic rights.

When Libya Owned Part of Fiat, 1976 to 1986

In a deal announced in early December 1976, the Libyan Arab Foreign Investment Company (Lafico) bought 9.1% of Fiat’s ordinary shares for $415 million, according to FIRSTonline, which describes Lafico as the Libyan central bank’s arm for foreign holdings. A Library of Congress country study says the stake brought two board seats and reached 15.2% of the firm by 1986.

In September 1986 Lafico agreed to sell, the study says; FIRSTonline puts the proceeds above $3 billion. IFI and IFIL, the family’s two holding companies, took back the whole block on 23 September, l’Unità reported in 2002, and a consortium led by Mediobanca and Deutsche Bank later sold part on the market.

A fair caveat

Dicembre’s stake comes from press reports, not filings. The division of shares inside the family has been contested in court. Exor’s half-year report gives the family holding about 55.93% of outstanding ordinary shares and 84.69% of voting rights, undated. l’Unità (2002) names the 1976 buyer as the Libyan Arab Foreign Bank, whose stake passed to Lafico, and the stake as just over 15% of ordinary capital; its report of 3 December 1976 gave Fiat’s own figure as 13.4%. FIRSTonline says Fiat bought it back.

Five lessons to take away

  1. Put one holding between the family and the company. Relatives own one block of Exor through it.
  2. Write the transfer rules down. Relatives get first refusal before shares leave the family.
  3. Reward patience with votes, under published rules. Long-term Exor holders get up to ten votes per share.
  4. Take cash out without losing control. In 2025 the family holding sold roughly in proportion and kept about 55% of economic rights.
  5. Outside capital can be temporary. Libya’s stake lasted about ten years.

The whole series in five lines

  1. History: Fiat’s founding, IFI and the hired managers between generations.
  2. Accounting: how Exor keeps score with net asset value per share.
  3. Strategy: how Fiat was split into listed companies.
  4. M&A: Exor as buyer and seller, from PartnerRe to Iveco Group.
  5. Capital: this post, layered holdings and loyalty votes.

For a family office

A family that wants control while outsiders own much of the capital can ask: which layer holds the votes, and who may sell into it? Do extra votes reward time held? How can the family take out cash without losing its percentage? See also holding structures and Agache and LVMH. These are questions to bring to your advisors, not advice.

Sources: Exor, Ownership structure (31 December 2025 figures) and Frequently asked questions pages (accessed 27 October 2026); Exor, Half-Year 2026 Financial Report (22 September 2026); Exor press releases on the cross-border merger taking effect (11 December 2016), the move to Euronext Amsterdam (29 July 2022) and the tender offer result (24 April 2025); MF Milano Finanza on Giovanni Agnelli e C. (20 August 2016); Reuters via TimesLIVE (30 September 2025); Calcio e Finanza, citing Il Sole 24 Ore (19 April 2025 and 3 March 2026); FIRSTonline, 'Accadde oggi' on Fiat and Libya in 1976; l'Unità (3 December 1976 and 2 March 2002); Library of Congress, Libya: A Country Study, via countrystudies.us. Figures on Dicembre come from press reports, not filings. Figures are approximate and may change. This material is for educational purposes only and is not tax, legal or investment advice.

Related posts

  1. The Agnellis' Exor as Buyer and Seller: PartnerRe to Iveco
  2. The Agnellis' Strategy: Splitting Fiat Into Listed Companies
  3. Giorgio Armani's 2016 Plan: Foundation and Six Share Classes
  4. Table of Contents: the Agnelli series
  5. Definitions

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