Good morning. This is the Chorus Call conference operator. Welcome, and thank you for joining the Banca Monte dei Paschi di Siena conference call. As a reminder, all participants are in listen-only mode, and after the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone. At this time, I would like to turn the conference over to Mr. Luigi Lovaglio, Chief Executive Officer and General Manager. Please go ahead, sir. Thank you very much. Good morning. Thank you for joining us. Today, we are presenting not only two transactions. We are presenting a vision. Over the last years, Monte Paschi has completed one of the most remarkable transformation in the European banking. We restore profitability, we rebuild capital strength, we regain strategic freedom. Through Mediobanca, we added capabilities in corporate investment banking, wealth management, consumer finance, and advisory. The question before us is therefore not how to become larger. The question is how to become more relevant. Today, we have the opportunity to take the next strategic step. That's why we are here to present two voluntary public exchange offers for Banco BPM and Banca Generali. They are legally separate transactions, but they form one coherent industrial project. The creation of an elevated national champion across banking, advisory, and wealth management. The project will bring to a strong and comprehensive Italian financial platform, bringing together a unique combination of complementary strengths, commercial banking, corporate investment banking, wealth management, and also insurance capabilities. All of them integrated within a single industrial platform. The uniqueness of this transaction does not stem from scale alone. It stems from the bringing together capabilities that today coexist within few institutions in Italy. The combination of Monte Paschi, Mediobanca, Banco BPM, and Banca Generali will create a true alternative financial powerhouse, an integrated national champion, a group that preserves competitive plurality within the Italian financial system. We intend to create a leading Italian banking and wealth management group with over EUR 800 billion of total financial asset on an integrated platform. The combined group will rank number two in Italy by customer loans and branch network. The ranking is not the objective. Scale matters because it allow us to serve more clients, invest more effectively in technology and innovation, and deploy market-leading capabilities across commercial banking, private banking, asset gathering, asset management, bancassurance, corporate investment bank, and capital markets. The business mix would shift structurally towards fee-based and capital-light revenues, improving the quality and the resilience of earnings. The financial proposition is compelling. Approximately EUR 1.8 billion annual run rate synergies on the top of EUR 800 million associated with the Monte Paschi, Mediobanca combination. A pro forma 2028 return on tangible equity of approximately 19%, a CET1 ratio consistently above 13% throughout the plan horizon. For Monte Paschi shareholders, the project implies approximately 11% EPS accretion in 2028 and more than EUR 19 billion of cumulative distribution over 2026 to 2030, including EUR 4 billion up front, of which EUR 1 billion cash and about EUR 3 billion in Assicurazioni Generali shares. The project of this significance must create value for every constituency. For Banco BPM and Banca Generali shareholders, the offers provide meaningful EPS and DPS accretion and the opportunity to participate in the upside of a larger, more diversified, and higher quality financial group. For customers, the benefit is a broader proposition and greater access to credit, to advice services, and wealth management solutions. For the employees, it is a stronger platform for professional development and talent attraction, while preserving the distinctive expertise of each franchise. The Banco BPM offer is consistent with the strategic rationale already outlined by its board of director to Monte Paschi. Our voluntary exchange offer represents an alternative technical route to achieve the same objectives through a clear, orderly, and execution-certain process. It also allows Banco BPM's key shareholder to participate in the creation of a stronger institution while developing cooperation in areas of mutual interest. The Banca Generali combination has a strategic significance in the industrial project, and represents a first step towards a broader program of industrial collaboration with the Generali Group in strategically important business areas. Let me now turn to the strategic rationale and the sources of value creation. I think there are four questions we must answer clearly. Why Monte Paschi is ready to lead? Why Banco BPM and Banca Generali are the right partners? Why the franchises are worth more together? Why we are confident in our ability to execute? The answer starts with the transformation already delivered by Monte Paschi, and what has been achieved up to now, and our track record in delivering what we promised. This project is built for the way banking is changing. Customers increasingly expect tailored solutions throughout their financial life cycle. They use digital channels for daily banking, but continue to value physical or hybrid interaction for more complex products. At the same time, the industry must strengthen a fee-based business as the rate environment evolves. Technology, compliance, and regulatory costs are largely fixed. Persistent inflation, sustained cost pressure, advanced analytic and generative AI require continuous investment. To win in this environment, institutions need greater scale, more recurring fees, own product factories, and the capacity to keep investing without compromised shareholder distribution. The combination of Monte Paschi, Banco BPM, and Banca Generali addresses each of these requirements within one integrated platform. Monte Paschi today is fundamentally different from the bank it was only few years ago. We have confirmed sustainable profitability, exemplary capital, and asset quality metrics, and proven execution and integration capability. In 2025, adjusted return on tangible equity was approximately 13%. In June 2026, the CET1 ratio was 16.3%. The Mediobanca integration is on track. It brings a powerful product engine, leading position in wealth management, consumer finance, corporate investment banking, and a more fee-oriented business model. The market opportunity is equally clear. Banking consolidation accelerating scale is increasingly critical to investment in technology and AI, and revenue diversification matters more as the rate cycle normalize. We have demonstrated that we can transform. We are demonstrating that we can integrate, and we are now ready to scale. This brings us to the central question. Why is Monte Paschi the natural partner for a friendly aggregation? First, because our model creates value through integration, not breakup. Second, Monte Paschi offers a unique blend of product and distribution capability. These allow us specialist expertise to reach a wider client base and translate into a sustainable growth. Third, we combine national scale with regional roots, supporting effective integration without losing proximity to customer and communities. Fourth, our financial flexibility allow us to pursue strategic growth while maintaining capital discipline and shareholder remuneration. Finally, Monte Paschi could represent for Banco BPM and Banca Generali a secure platform for sustainable long-term growth. Banco BPM brings a scale distribution platform of approximately 1,360 branches, including more than 1,000 branches in Northern Italy. It adds a strong retail and a leading small business and corporate banking franchise. It also brings proprietary capabilities across asset management, insurance, and payments, complemented by consumer finance and corporate investment banking. Its financial profile is strong, with almost 20% return on tangible equity and a 14% quarter one ratio in June 2026. Let me just recall that the offer is the technical instrument to give execution in a certainty way to an industrial project that had already been proposed by Banco BPM to Monte Paschi. If Banco BPM makes the group stronger, Banca Generali makes the group different, and this is perhaps the most important aspect of the entire project. Without Banca Generali, we would create a larger bank. With Banca Generali, we create a fundamentally different business model. Banca Generali adds more than EUR 110 billion of total financial asset, more than EUR 90 billion private banking asset, and a nationwide network of approximately 2,500 financial advisors. Its productivity of almost EUR 50 million of asset per advisors reflects deep relationship with private, high net worth, and entrepreneurial clients. We are speaking about a capitalized recurring fee revenues, a nationwide advisory model that complements the branch network, and a credible rerating narrative based on earning quality. Together with Monte Paschi, Banco BPM, and Banca Generali will cover the full value chain across banking and wealth management. The combined group will become Italy's second-largest banking group by loans and distribution network, one of the country's leading wealth management platform, a major European banking institution, a group with more than EUR 800 billion of financial assets. A platform capable of generating more than EUR 1.8 billion of annual industrial synergies on top of the EUR 800 million associated with Monte Paschi Mediobanca combination. More than EUR 19 billion of cumulative distribution for Monte Paschi shareholder over the period 2026- 2030, based on 100% payout ratio. It would become a unique institution designed to strengthen the sector competitive framework, supporting credit to the real economy, value long-term savings, and contribute to the growth of the Sistema Italia. On the presentation assumptions, the combined group would have a pro forma market capitalization of around EUR 80 billion, placing it among the top 10 European banks, and number two in Italy by customer loans and branch network. We are creating a stronger Italian group with European relevance, rooted in the domestic economy, and equipped to compete as the industry continues to change. The combined group would hold almost EUR 150 billion of customer loans. Almost 240 billion of total assets, EUR 166 billion direct funding, and over 800 billion of total financial assets based on 2025 reference date used in the presentation. A successful banking model combines scale with proximity, and for us, proximity is very important. This project is designed to deliver both. Monte Paschi provides a privileged footprint in central and southern Italy. Banco BPM provide a complementary access to the most productive and wealthiest regions in northern Italy. The combined network would include approximately 2,900 branches in Italy, comprising more or less 1,500 branches from Monte Paschi, including Mediobanca, and approximately 1,365 branches from Banco BPM. The results will be the number two branch network in Italy, with limited overlap and extensive access to local household entrepreneurs and business. This geographical complementarity support commercial growth and integration of the activities of both banks in terms of commercial, while offering a strong base for all financial advisor of the other companies, particularly Banca Generali. This slide shows how distribution scale translates into growth. The combined client base would increase from seven million clients to 11 million clients, adding around four million clients. The platform will add almost 1,400 branches and almost 2,800 financial advisors and private bankers. Across this enlarged reach, the group could scale a broad set of product factories and specialist capabilities in commercial banking, consumer finance, wealth and asset management, private banking, insurance, payments, corporate investment bank, and advisory. The opportunity is straightforward, bring more products to more clients, strengthen product penetration, and improve the economics of each relationship. Capabilities create value when they reach clients, and this project materially expands that reach. The enlarged group would combine five complementary earnings engines. Retail and commercial banking provide scaled client access and origination, supporting cross-selling across wealth management, insurance, and payment. Consumer finance contributes specialist underwriting and risk-adjusted growth across a larger client base. Asset gathering and wealth management generate recurring fees through net inflows and deeper wealth penetration. Private banking connects high-value advice with entrepreneurial relationship. Corporate investment bank integrates lending, advisory, and capital market capabilities to deepen client economics. Together, this business would bring the fee and commission contribution to more than 40% of group revenues, including the run rate synergies. This means a better balanced model with less volatility and higher quality earnings. This slide quantifies the step change in wealth management scale and earnings quality. Combined total financial asset would cross EUR 800 billion. The fee and commission contribution to total revenues would increase from 32%- 41% for the combined group, including synergies, an uplift of around 10 percentage points. This is strategically important. A structural higher share of fee-based revenues improves earnings visibility and lowers dependence on balance sheet growth, and strengthens resilience through the cycle. Let me now turn from the industrial architecture to the principal value creation levers. Synergies, capital, profitability, and stakeholders' returns. The project identifies almost EUR 1.8 billion of annual run rate synergies. Approximately EUR 1.2 billion would come from cost synergies, including rationalization of operational processes, optimization of administrative expenses, and accelerated adoption of digital and AI to improve customer experience and efficiency. Almost EUR 600 million will come from revenues and funding synergies, including coordination optimization of product factories and cross-selling across the enlarged client base. These synergies are expected to be fully realized by 2029 and are additional to the almost EUR 800 million associated with the Monte Paschi-Mediobanca combination. Pre-tax integration costs are estimated at almost EUR 1.9 billion over the period 2027- 2029. These are in addition to the almost EUR 600 million for the Monte Paschi-Mediobanca combination. The project preserves a strong and sustainable capital profile. The CET1 ratio is projected to remain above 13% throughout 2026- 2030. By 2028, it is expected to be above 15%, assuming application of the Danish compromise. At the same time, the dividend payout ratio is assumed at 100% of reported net income. For the Monte Paschi shareholders, expected distributions over the period 2026- 2030 amount to approximately EUR 19 billion. The amount includes the EUR 4 billion of the extraordinary distribution. Across all shareholders of the combined group, cumulative distributions over the same period are expected to amount to almost EUR 30 billion. The key message is clear. Monte Paschi can invest, integrate, and remunerate shareholder while maintaining capital discipline. On the 2025 reference base and including run rate synergies, revenues increased from EUR 8 billion- EUR 15 billion. Adjusted and the profit increases from almost EUR 2.4 billion- EUR 6 billion, while the cost-income ratio improves from 46%- 36%. The combined group will deliver a return on tangible equity above 19% in 2029, maintain a CET1 ratio above 13% across the plan horizon, and generate approximately 11% EPS accretion for Monte Paschi shareholders, including the run rate synergies. The project is larger in scale, delivering more value, generated more efficiently, and distributed sustainability. The benefits are for all stakeholders, in particular for customer, for an integrated offering across banking advisory and wealth management, end-to-end coverage for entrepreneurs, and complementarity in physical, digital, and advisory networks. For the employees, from a broader career opportunities, professional skill development, and a stronger platform to attract, retain, and develop talent. Shareholders for a material EPS accretion and attractive cumulative distribution. Also the Italian financial system will benefit from this transaction, because from the creation of the country's second banking group, competition will be reinforced and resilient, and long-term European competitiveness will increase while preserving complementary franchise. Now let me describe the structure of the two offers and the extraordinary distribution. For Banco BPM, the voluntary exchange offer covers up to 1,515,182,126 ordinary share, representing 100% of its share capital. Each Banco BPM share tendered will receive 1.567 newly issued Monte Paschi ordinary share. The exchange ratio factors in the proposed Monte Paschi extraordinary distribution, and the offer is subject to a 50% plus 1 share threshold. In parallel, the voluntary exchange offer for Banca Generali covers up to 116,851,657 ordinary shares, also representing 100% of its capital share. Each Banca Generali share tendered will receive 6.958 newly issued Monte Paschi ordinary shares. Again, factoring in the proposed distribution with the same 50% plus one share threshold. Prior to the settlement of the offers, Monte Paschi intends to execute an extraordinary distribution of almost EUR 4 billion to its shareholders, EUR 1 billion in cash and EUR 3 billion in Assicurazioni Generali shares. The structure therefore combines disciplined strategic investment with a significant upfront return of capital to existing Monte Paschi shareholders. Today, August 21st, marks the deal announcement and publication of the notice pursuant to the Article 102. Then we are going to file the offer document within September. An extraordinary general meeting is scheduled for October 29 to approve the capital increases, the offers, the extraordinary distribution in line with the Article 104, and the Mediobanca merger. Supervisory approvals are expected in November. The offer periods are expected to begin in December and end in February, when the extraordinary distribution and settlement of the offers are also expected to take place. Of course, this is an an indicative timetable. What is firm is our commitment to transparency, sound governance, and execution discipline throughout the process. Let me now conclude my presentation. This project represents a step change in scale, creating a leading Italian banking and wealth management group with European relevance. It combines three complementary business models: commercial banking, high-end wealth management, and specialist capabilities across advisory and then consumer finance, corporate investment banking, asset management, insurance, and payments. Monte Paschi provides financial strength and an integrated platform. Banco BPM provides banking scale, distribution reach, and deep access to Italy's entrepreneurial economy. Banca Generali provides high-end wealth expertise, a distinctive advisory network, and a capital-light growth. The shareholder proposition is equally clear. Significant synergies, higher quality earnings, material EPS and DPS accretion, strong capital, and substantial distributions. Again, this is growth through integration. It is not a breakup. A few weeks ago, I said that some routes close and others open. I also said experienced navigators know that winds can change. Looking at the project we have presented today, I believe those words are even more relevant. What matters is the destination. Our destination is clear: to create a stronger, more diversified, more resilient institution. Long journeys require discipline and the courage to seize opportunity when they appear. That is exactly the approach we have taken. I said also that winds can change. Today, we are not talking about the wind anymore. We are talking about the destination. Thank you, and I am now happy to take your question. Thank you. This is the Chorus Call conference operator. We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on their touch-tone telephone. To remove yourself from the question queue, please press star and two. First question is from Sofie Peterzens, Goldman Sachs. Yeah. Hi, this is Sofie from Goldman Sachs. Thanks a lot for taking my question. My first question would be on the cost synergies, or synergies in general. You guide for EUR 2.6 billion of synergies, out of which around EUR 1.8 billion come from these two transactions. Could you maybe just talk about how should we think about the split between Banco BPM and Banca Generali, in terms of the revenue and cost synergies? Also, given that Banco BPM guided for EUR 1.1 billion of total synergies, I assume you see more synergies from BAMI compared to what they guided for. Maybe if you could just discuss how to think about that. Then the second question would be on the Generali stake and the passivity rules. Given that the Generali stake is owned by Mediobanca, does the passivity rules also apply to the stake? Also, if you could, in regards to the Generali stake, talk about the Danish compromise. Do you expect a bigger capital benefit than the 50 basis points that you previously have guided for? Thank you. Hello. Hi, Sofie. Andrea speaking. As regards your question about the synergies, out of EUR 1.8 billion overall. We currently estimate approximately EUR 1.4 billion related to the deal with Banco BPM and EUR 0.4 billion related to the deal with Banca Generali. That is on the first question. On your third question, before leaving the floor to Luigi Lovaglio about the passivity rule. About the Danish compromise, actually, we have been very conservative because in our estimates, let's say at time zero, immediately following the settlement of the offers, we have not assumed any Danish compromise at all. Just to be very conservative. Having said that, we are confident that we can get Danish compromise in, let's say, at maximum two years' time, so let's say by 2028. These would account for approximately 1.6 percentage points of Common Equity Tier 1 ratio to be added on top to, let's say, our base guidance of being above 13% throughout the period. I leave the floor to Luigi Lovaglio for the second question. Yes, we have analyzed, of course, also this aspect regarding the Generali stake. It is clear that we are going to present also this decision to the general meeting shareholder. We are going to hold at the end of October. Okay. Thank you. Just to clarify, do the passivity rules apply to the Generali stake or not, given that it is owned by Mediobanca? Yes. I said yes. Okay. Thank you. Next question is from Andrea Lisi, Equita. Thank you for taking my questions. The first two honestly are connected. You, during the call, indicated that the deals are friendly aggregation. Should we intend that those are already agreed in some way with the counterparties? Connected to that, you have indicated that minimum threshold for both deals is reaching 50% plus 1 of the share capital. Have you already undertaken talks with the reference shareholders of Banca Generali, so Generali and Banco BPM, so Crédit Agricole? The very last one is on antitrust, if you have already an indication of potential overlaps that could emerge after these deals have been completed. Thank you. As I mentioned during the presentation, we have by definition an approach, and I try to represent it like a friendly platform. Monte Paschi is a friendly platform. That is why we are confident that the strength of the project will be understood, and I remain highly confident that the merits of the project will help in making this transaction in a friendly way, because there is a lot of value on that. Clearly, we did not have any contact with the shareholders, and we leverage only on the fact that we believe that this is one of the most interesting project in the last years in the Italian banking sector. As far as the overlapping on branch, I think there are limited situation, and I believe that will be easily managed. Okay. Thank you. Next question is from Hugo Cruz, Keefe, Bruyette & Woods. Hi, thank you for the time. I have a few questions. First on DTA, if this offer succeed, what are the DTA implications for Monte Paschi? I would assume the DTA usage would be accelerated, so if you could give any guidance there. A second question on the Danish compromise. If you pay in kind with the EUR 3 billion, you will go, I think, below the 10% of Generali. So I am not sure why you would need Danish compromise and what you would apply to after the deals happen. Is it because BAMI already has Danish compromise for the JV? So where is the Danish compromise applying if all these proposals get done? Then a final question around if you have had any feedback from your top shareholders about your proposals and whether you expect them to be approved in the shareholders meeting. Thank you. Okay. Thank you, Hugo. On the first two questions, DTAs, there will be for sure acceleration in the usage, simply because our taxable base is expected by means of this project material increase. This is, I think, clearly visible in slide 21, where we show the pro forma net profit. Then, in the bigger scheme of the project, this is one of the levers, but there are many others that assign value to this project. As regards the Danish compromise, yeah, of course, by reducing the size of the stake in Generali, the impact of the Danish compromise on the Generali stake per se decreases, but the new group will have not only the participation in Assicurazioni Generali, but it will have participation in insurance factories, so the one of Banco, for example, and the stake in the current JVs of MPS. Altogether, this perimeter of insurance operations, let's say, would add significant capital if the compromise is assigned. Next question. Okay. As I was mentioning, we are really confident this project is a compelling industrial rational. The shareholder will receive a significant amount of remuneration during the period. That is why we believe that they will recognize the merits of the project and the strength of the project. This is a project, as I said, that is very much attractive for all stakeholders. I am thinking also how the strong skills, capability of our private bankers, our personal financial advisors, can exploit all their potential, the quality of what they are already demonstrating to do in the market. Strong opportunity for wealth management sector, strong opportunity for corporate investment banking, strong opportunities for our branches. We have all stakeholders that will benefit. I believe also this element is important for our shareholder. We will have the opportunity during our show to speak with all of our shareholder, getting the feedback, and we are very confident that this project will be appreciated by the market. Yeah. Thank you very much. Next question is from Geoffroy Lecointre, Kepler Cheuvreux. Hi. Thank you for taking my questions, and congrats on this deal announcement. Exciting days ahead for you guys. I have two questions, maybe you can confirm, whether the Banca Generali and Banco BPM deals are conditional on both of them closing, or can you close one without necessarily closing the other? My second question is whether you expect the Mediobanca merger to be completed before Monte Paschi pays the exceptional dividend. No, the two deals are not conditionally linked, so we can achieve the results for one or the other. I am confident that because of the strong value that is connected with the combination of the three strong group, I believe that all the two deals will be successful. Mediobanca merger will be hopefully completed for the end of the year. As we were mentioning, distribution of dividend will happen around February. This is the timetable of what is going to happen. Thank you. Next question is from Marco Nicolai, Jefferies. Good morning. I have a question on the Banca Generali side of the deal. Banca Generali, it is a wealth management businesses. As you know very well, this type of business can be prone to revenue dyssynergies. The revenues rely a lot on the external financial advisors who are not even properly employed by Banca Generali, but are more like external consultants. What are your plans and your tools to avoid any revenue dyssynergies on that part of the deal? If you can give us a little bit more color on that front. Then just a clarification, if this plan has to be approved to pass, has to be approved by 2/3 majority at the shareholders' meeting of Monte dei Paschi. Thank you. Second question, yes. Extraordinary general meeting, so 2/3. It's clear that, as you mentioned, personal financial advisors and private banker are a special group of important and qualified actors for the success of a company. I want to say that I personally believe that we are in a very positive situation. First, and especially because Banca Generali is managed by a manager that is very well-known and very respected on the market. I know that the manager has a strong connection with the company and with the people that he manages. I'm sure that recognizing the merit of the project, the importance of the project, is much easier for a manager that aimed at the value creation, covering shareholders, but especially the people that manage. That's why this is a very concrete, clear, I want to say, exciting project. I'm confident whoever will be part of the team that has to access the importance for the Italian banking sector, for the company itself, for this project, will come to a positive attitude towards this combination. Do you think Mr. Mossa could decide to remain in this enlarged project? I think I wouldn't comment on private decisions, and I am not the person that can answer now. Thank you. Next question is from Lorenzo Giacometti, Intermonte. Yes, good morning, and thank you for taking my questions. I have just a few follow-ups on the synergies. You basically guided for EUR 1.2 billion of cost synergies and EUR 0.6 billion of revenue synergies. I was wondering how much of these numbers are related to Banco BPM and how much to Banca Generali. The second follow-up is, I assume these kind of synergies are based on an assumption of 100% final stake on both companies. What will be the new numbers if the final stake will be lower? Thank you. On the first question, cost synergies, how much for either one. Out of the EUR 1.2 billion that we present at page 19 of the presentation, approximately, let's say up to EUR 1 billion are related to Banco and EUR 0.2 billion are related to the transaction with Banca Generali. Then with regard to assumptions in terms of how much synergies we could achieve, in case we do not reach 100% of acceptance, we are confident that even in lower scenarios, we can achieve the bulk of the synergies. And, let's say, in the worst case scenario, it might be a timing issue at most. Okay. Thank you very much. Next question is a follow-up from Hugo Cruz, KBW. Yeah. Hi. Thank you. Just a quick follow-up. Just to clarify, if in the EGM, all these proposals will all be separate votes that the shareholders will vote on, or will they all go together? Thank you. Yeah. On your last question, there will be one vote under Article 104 of the Consolidated Financial Act, and that following that, assuming approval, there will be a resolution on each point of the agenda. Separately, the two offers, the dividend, then the dividend distribution. Thank you. For any further questions, please press Star and one on your telephone. Mr. Lovaglio, gentlemen, there are no more questions registered at this time. Thank you very much. I believe we are going to see in November for the presentation of the quarter results. Thank you. Ladies and gentlemen, thank you for joining. The conference is now over. You may disconnect your telephones.