(Alliance News) - The new Ferrari shareholders' agreement, which secures a total of 32% of the company's capital, significantly redefines the balance of power between its two main shareholders, Exor and Piero Ferrari, as reported Friday by Il Sole 24 Ore.
The agreement grants the founder's son considerable freedom of action, allowing him to sell up to 5% of the Maranello-based company at any time without causing the agreement to lapse and, most importantly, to withdraw from the agreement early at his own discretion, despite its three-year duration. This right is not granted to Exor, which can only exit early if Piero Ferrari and his Trust fall below the 5% capital threshold.
The asymmetry between the two shareholders is a departure from the original terms of the 2015 agreement and reportedly emerged after Exor placed 4% of Ferrari on the market last year. That move was followed by a drop in Ferrari's share price, which fell from around EUR75 billion in market capitalization at the start of 2025 by about EUR15 billion, now standing at approximately EUR60 billion.
The new agreement, reconstructed by Il Sole 24 Ore, is the result of negotiations that began shortly before the summer of 2025. Initially, both parties contemplated unconditional withdrawal rights, especially since extending the agreement was not mandatory. The 2015 pact was created to ensure shareholder stability in the years following Ferrari's listing, and for a decade, the company's structure remained unchanged until Exor decided to reduce its stake.
Compared to the past, the agreement introduces three structural changes. The parties involved now number three, with the entry of the Ferrari family Trust, which holds the bare ownership of 10.2% of the shares, while Piero Ferrari retains the usufruct. The duration is reduced from five to three years, and the stake covered by the agreement reflects Exor's reduction to 21.2%, which, combined with the Ferrari family's 10.6%, brings the total to 32% of the capital and 48% of voting rights.
The central issue, however, is the rules governing early termination, writes the Confindustria daily. Article ten outlines five scenarios, but the most significant allows Piero Ferrari to withdraw with 30 days' notice at his sole discretion. The founder's family can also reduce its stake down to 5% without Exor being able to object; only below this threshold does the Agnelli family holding company gain exit rights.
An additional clause concerns the transfer of voting rights from Piero Ferrari to the Trust on the 10.2% stake. In this case, the agreement is immediately dissolved to avoid the risk of a joint takeover bid for Ferrari. Under Dutch law, consolidation of bare ownership and voting rights in the Trust, combined with Exor's stake, would exceed the 30% threshold, triggering a mandatory public offer.
By Antonio Di Giorgio, Alliance News reporter
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