Good morning, ladies and gentlemen. Welcome to the conference call of Intesa Sanpaolo for the presentation of the Monte dei Paschi di Siena transaction, hosted today by Mr. Carlo Messina, Chief Executive Officer. My name is Nadia, and I will be your coordinator for today's conference call. At the end of the presentation, there will be the question and answer session. To enter the queue for questions, please press star one one at any time. You will then hear an automatic message advising your hand is raised. To withdraw your question, please press star one and one again. You are kindly invited to ask no more than two questions so as to leave room for other participants. In case of additional questions, the IR team will be at disposal after the conference call. I remind you that today's conference call is being recorded. At this time, I would like to hand the call over to Mr. Carlo Messina, CEO. Sir, you may begin. Good morning, ladies and gentlemen, and welcome to our conference call. This is Carlo Messina, Chief Executive Officer, and I am here with Luca Bocca, CFO, and Marco Delfrate and Andrea Tamagnini, investor relations officer. Over the years, I have continued to say that the best external growth option for us would be in wealth management or acquiring another bank in Italy, enlarging the customer base and extracting synergies with no integration risk. The second option, which is in line with what we do best, implied antitrust constraints and having someone ready to pay cash for the activities to be sold. We worked hard to find a solution through an agreement with Unipol, making this growth option possible. Let me say that this transaction is a unique opportunity to strengthen our position as European leader and reinforce our Italian footprint, generating significant value for all stakeholders of both banks, becoming a EUR 2 trillion Italian wealth management bank and triggering additional growth. Before I present the details of this operation, let me confirm that the core of our strategy is high sustainable value creation and distribution benefiting all stakeholders. We are the most resilient bank in Europe and one of the most profitable, built through multiple successful integrations. We have consistently supported households and businesses while protecting and creating jobs, and we have deployed one of the most ambitious social impact programs in the world. We have rewarded our shareholders with one of the most generous cash dividend yields and capital returns in Europe while maintaining a rock-solid capital base. We have decided to launch this offer because we believe it positions us for an even stronger future. We will become the second bank in eurozone by market cap, and we will create strong synergies allowing Mediobanca and the retained Monte dei Paschi activities to unlock their full potential while leveraging large economies of scale and enabling significant generational change with a massive hiring plan for young people in Italy. ISP has always stood out for its ability to look ahead and successfully integrated other entities, as demonstrated with integration of the main banks and with UBI, well ahead of the recent wave of M&A transactions. Now, after years of strong organic growth, we are a strategic community, triggering further growth, accelerating the implementation of business plan with no integration risk. Please turn to slide one for an overview of industrial rationale. The transaction triggers growth, accelerates the business plan, and increases value creation and distribution. In detail, we will reinforce our leadership in wealth management, reaching EUR 2 trillion in customer financial assets by 2029. We will enlarge our client base by 6 million clients while strengthening our corporate and investment banking reach, also leveraging Mediobanca's international footprint. We will accelerate the implementation of our business plan, especially in wealth management, consumer finance, and corporate and investment banking. We will deliver EUR 2.9 billion in synergies by deploying ISP's best-in-class delivery machine and IT platform. Leveraging complementary strengths in the corporate and investment banking and wealth management advisory businesses while achieving large economies of scale. The integration has no risk, zero risk, thanks to our proven track record in managing integration and our state-of-the-art IT platform, EasyTech. As a result, we will be able to generate more than EUR 16 billion net income in 2029, with strong accretion of EPS, DPS, capital distribution per share, while further strengthening our rock-solid capital position. Let me say that the deal is very attractive and benefits all stakeholders and shareholders from every point of view. Please turn to slide two. We will create and distribute significant value at no social cost. Customer financial assets will increase by EUR 250 billion, achieving the 2029 business plan target three years in advance. The customer base will grow to 27 million, well above our business plan target, by adding 6 million clients with untapped potential that we can achieve by leveraging our unique service model and fully owned product factories. Total distribution will increase to EUR 61 billion, including EUR 2.7 billion extraordinary cash distributions. Let me highlight that the EUR 16 billion net income target for 2029 is based on a very prudent interest rate scenario, because we didn't change the conservative Euribor assumption underlying our business plan, stable at 1.95%. This implies strong revenue upside. The deal is 8% EPS, the capital distribution accretive, DPS is accretive immediately this year. We expect the common equity ratio above 14%, 14.5% considering MPS DTA absorption, that on a conservative basis, we didn't include in our estimates. Slide number three. The transaction structure will be highly attractive. ISP is offering a premium, mainly cash, for Monte dei Paschi shareholders of 12.5% versus the last closing price, 70% versus three-month, and 9% versus six-month average prices. To manage antitrust issues in advance, we reached the binding agreement with Unipol to sell for a cash consideration between EUR 3 billion and EUR 3.5 billion, legal entity, including the brand, and 635 branches together with the vast majority of the central structures necessary to operate as an independent bank. We will retain Mediobanca and its brand, together with 625, around 80% of Monte dei Paschi plus Mediobanca net income. Slide four. Mediobanca and the activities we retain from Monte dei Paschi are a perfect fit and will enhance our competitive position across all key business lines. Consider that in customer finance, we will become the number one player in Italy and in wealth management, we will also benefit from Mediobanca's successful service model for high net worth entrepreneurs, accelerating the actions we launched in the business plan. At the same time, Mediobanca and the retained Monte dei Paschi activities will benefit from an enlarged investment capacity and our proven know-how in integrating banks. Economies of scale will enable us to invest even more in areas that are strategic to future success, such as digital, IT, artificial intelligence, innovation, cybersecurity, and training. The integration will benefit from similar business model and a strong commitment to social impact. I personally commit to the full recognition and empowerment of all the talented people who will join Intesa Sanpaolo. Slide number five. The transaction is expected to deliver significant synergies. Revenue synergies account for EUR 1.4 billion, mainly driven by the current under-penetration of wealth management and protection products on the retained Monte dei Paschi client bases. As I said, we will also have upside potential from interest rate increase. Complementary capabilities with Mediobanca and Corporate & Investment Banking and wealth management, in particular in serving high net worth entrepreneurs. Cost synergies account for EUR 1.5 billion, thanks to large economies of scale, our cloud-based IT platform, EasyTech, the tech investments already deployed, and significant generational change at no social cost. Integration charges are offset by the yearly amount of synergies at run rate. Synergy estimates are based on an outside-in analysis, we have proven that we always over-deliver on targets. Please turn to slide six. The transaction represents an attractive value proposition for all stakeholders. Shareholders will benefit from our proven ability to create value with high and sustainable capital returns and a sector-leading dividend yield. Clients will benefit from a broader distribution network, enhanced investment capacity, and a complete offering across all business lines. Our people, I mean Mediobanca, retained Monte dei Paschi, and ISP people, will benefit from new professional development opportunities and ISP's proven and responsible approach to integration. All exit will be on a voluntary basis and matched by new hires. Taking into account the 6,300 new hires already embedded in our business plan, it means that we will hire more than 13,000 people by 2029, with one of the most ambitious hiring programs ever seen in our country, focused on young people in Italy. Let me highlight that we are in the best position to retain and empower all Mediobanca talents, who currently are at a high risk of leaving. Communities and the environment will benefit from our commitment to social impact, and the sustainable transition into promoting local economies. In the next two slides, you will find all the details of the offer, including the change rate and the premium made cash we are offering. For the sake of time, let's move to slide 10 to see the expected timeline of the transactions. Slide 10. Here you can see our assumed timeline for the transaction. The start of the offer and the settlement are expected by year-end. Slide 12. We have managed antitrust issues in advance through an agreement with Unipol. Unipol will leverage Monte dei Paschi and its brand to create the second banking group in Italy called Banca Monte dei Paschi. All stakeholders in the real economy will strongly benefit from the agreement. Slide number 13. The banking perimeter retained by ISP will include all of Mediobanca, and with respect to Monte dei Paschi, we will retain more or less half of the retail wealth management and corporate banking business, the entire large corporate investment banking business, and Banca Widiba. This perimeter represents 80% of 2025 net income of the Monte dei Paschi plus Mediobanca, a percentage higher than in the UBI deal. Let me clarify once and for all that we consider the Generali stake to be an equity investment only, nothing more. Slide number 14. Post-transaction, ISP will further strengthen its retail and commercial network across Italy, especially in the wealthiest regions such as Lombardy, Tuscany, Veneto, and Emilia-Romagna. Slide number 15. Here you can see the main data of the combined entity already considering the agreement with Unipol. We will achieve our business plan target for customer financial assets three years in advance, and this said, we are ready to become a EUR 2 trillion wealth management bank. On top of that, asset quality will remain top-notch. Slide number 17. This combination will boost our positioning at the top of European banking by market cap and by net income. Slide number 18. In this slide, you can see how we will significantly increase our customer base and our banking volumes. In the next three slides, I will focus on the three main business plan initiatives that are strongly accelerated by this transaction, on top of the further strengthening of retail and commercial banking. Slide number 19. In short, with this transaction, we already exceed our business plan targets for wealth management, corporate investment banking, and consumer finance. Slide number 20. In wealth management, we will further consolidate our current leadership, paving the way for future success. We will reinforce the value proposition for high-net-worth clients, leveraging Mediobanca's successful service model for entrepreneurs, accelerating the actions launched in the business plan. We aim to be the Italian UBS. We will further strengthen our best-in-class service model for private banking clients through the combination of Fideuram, Intesa Sanpaolo Private Banking, and Mediobanca. We will unlock the untapped potential of the acquired clients by deploying our top-notch service model for retail, affluent, and exclusive clients. In addition, ISP's dedicated client advisory network will further expand with more than 2,000 financial advisors. Slide 21. In corporate investment banking, we will boost our capabilities thanks to complementary strengths, consolidating the leadership position of Mediobanca and IMI. In addition, we will strengthen international coverage with 500 bankers from Mediobanca, of which 250 are already deployed across Europe. Let me point out that the Mediobanca brand will be preserved and its people valued. Slide 22. In consumer finance, we will become the number one player in Italy, and we will also consolidate our market share in loans, deposits, and private banking. Slide 23. As you can see in this slide, there is large untapped potential, mainly in retained Monte dei Paschi clients. Let's move to slide 24 for a look at synergies. In a nutshell, revenue synergies are driven by an enlarged customer base, alignment to ISP commercial best practices, Mediobanca and IMI corporate investment banking complementary capabilities, enriched product and service offering, also thanks to state-of-the-art technology, fully owned product factories, and complementary fit between Isybank and Compass offering and distribution channels. Cost synergies come from significant generational change at no social cost, offsetting the impact from artificial intelligence in the next decade. Rationalization of central function, product factories, and distribution networks, smooth integration of IT system, large economies of scale, and alignment to ISP best practices on cost management. Let me underline that investment capacity far higher than that of Monte dei Paschi. Please turn to slide 25. In 2029, the combined entity net income is expected to exceed EUR 16 billion, with a return on equity above 20%. Let me repeat, that this is based on a very prudent interest rate scenario. This implies strong revenues upside. Total distribution is expected to increase to EUR 61 billion, including a EUR 2.7 billion extraordinary cash distribution in total for this year and next. Moreover, having a Common Equity Tier 1 ratio of above 14%, 14.5% with the DTA, there is strong potential for additional distribution and growth. For this year, we confirm the EUR 10 billion net income guidance for ISP standalone, not considering the integration charges linked to the trans action. Slide number 27. Let me finish with what I consider to be the main points of today's announcement. The transaction will reinforce our leadership in Italy and Europe, and will drive growth and deliver value, benefit but the transaction is a strong accelerator of the business plan, enabling us to reach the targets three years in advance, further increasing the contribution from wealth management activities to the Group's profitability. Customers will gain from a broader distribution network, enhanced investment capacity, and a complete offering across all business lines. Italian savers will benefit from the creation of an Italian EUR 2 trillion wealth management bank. All the people involved will benefit from career opportunities and state-of-the-art welfare as part of this larger group, and we will favor significant generational change without creating any social tension. We can do that also thanks to the strong tech investments we deployed in recent years. All shareholders will enjoy the rewards of growth and synergies through higher and sustainable returns. We do all of this confident that there is no integration risk. We have deep experience in managing integration, and I will personally monitor the process as I did in the past. Once again, this is what we do best. If I may say, it is our cup of tea. All the industrial initiatives of our business plan remain valid and are accelerated. Asset quality will continue to be best in class. The synergies we create will reinforce our ability to invest and secure superior future profitability and returns for all stakeholders, with a further strengthened, rock-solid capital position, with a common equity ratio higher than 14%. This deal makes solid industrial and financial sense. Thank you for your time and attention. I'm now happy to answer your questions. Thank you so much. Dear participants, to ask a question, you need to press star one one on your telephone keypad and wait for your name to be announced. To withdraw a question, please press star one and one again. To ensure everyone has the opportunity to ask a question today, please limit yourself just to two questions. Please stand by, we'll compile the Q&A roster. This will take a few moments. Now we're going to take our first question. The first question comes from the line of Giovanni Razzoli from Deutsche Bank. Your line is open. Please ask your question. Good morning to everybody. Thank you for taking my questions. I have actually two. In the press release, you mentioned that you are about to acquire a 3% stake in Generali for securing the Danish Compromise application. Can you please clarify what is the rationale behind this? If you can share with us what the CET1 ratio of Intesa Sanpaolo, excluding the benefit from the Danish Compromise once the deal with Monte Paschi is completed. The second question on the disposal to Unipol, am I right in saying that you do expect to get around EUR 3.5 billion of capital benefit out of this disposal? Thank you very much. Let me start from a point. We do not need to have the 3% of Generali to have the application of Danish Compromise. The application will come by def inition in our perception, also in conversation with the authorities, because the Danish Compromise that we have within the group is enough to have this consideration, especially because Mediobanca used to have the Danish Compromise on this participation. There's no sense to make a common equity Tier 1 ratio without Danish Compromise. The impact could be between 60 basis points and 70 basis points, but it is with no sense. It's like to make the common equity with 7,000 risk-weighted asset more just for the sake of making a what-if analysis. The common equity is above 14%. That's all. In any case, the impact is in the range of 70 basis points and no more than this. Believe me, we will have Danish Compromise. On the capital. Also on the benefit on the capital for the carve-out, all the cash will give us a significant benefit on the Common Equity. The result will bring us at above 14%. With this conservative approach that is not considering the DTAs coming from the Monte dei Paschi di Siena, that in any case, we will have. Also if you want to make the joke of not having the Danish Compromise, you will have to increase the ratio by 50 basis points. At the end, you will remain at a range of 14% in any case. Thank you. Thank you so much. We're going to take our next question. The question comes line of Sofie Peterzens from Goldman Sachs. Your line is open. Please ask your question. Hi, here is Sofie from Goldman Sachs. Thanks a lot for taking my question. My first question would be, in the document you say that the offer is subject to a 66.67% of MPS share capital, you can waive this condition. What would be the minimum acceptable level for you to proceed with the offer? My second question would be going back to the Generali stake. You just mentioned that the 3% increase that you bought is not subjected to securing the Danish Compromise, can you just give us the rationale of why you're also acquiring a 3% stake in Generali? Thank you. Yes. Okay. On the minimum, believe me, I think that we will reach the minimum, because I think that all the private investors will have all the positive view on this transaction. We have a very good relation with the Delfin, with the Caltagirone, and my expectation is they can be in a positive attitude toward this transaction. There's no reason not to reach this level. In any case, we will evaluate at the end of the transaction, also considering the antitrust implication of the transaction. My expectation is that we can easily reach this level, and so to have the control of the extraordinary meetings. This transaction is very important also because it is obvious it's not agreed, and it is something that can be considered not a friendly move. It is a move that is friendly toward the shareholders, that is very important in this transaction. My perception is that all the investors of Monte dei Paschi di Siena can have a positive view. Especially the one that have significant shares in the company. Institutional investors, by definition, having a premium and having the payment in cash, they have no risk of execution of the business plan, and the business plan on Monte dei Paschi di Siena is not easy. The governance structure of the board of directors is made by some complexity, let me say, in this world, and also there is some complexity within the management team in the group. In Intesa Sanpaolo, the shareholders will find a strong management team and the sustainability for forever. That's my point on this level to be achieved. I'm convinced that we will bring all the most important shareholders with us in a period that could be reasonable within the end of the transaction. The payment of a cash premium is not there because we want just to use cash. It is there because we allow to Monte dei Paschi di Siena shareholders to monetize what could be the job to be realized by a management team with a significant complexity in terms of governance of the board of directors. On the portion of Generali, that's a point that I have to explain. We want to maintain the treatment of equity investments of the Generali holdings by Mediobanca. The 13.5%, we want to maintain this level. To maintain this level, we have to avoid some move from Generali that can buy 3% of Intesa Sanpaolo, and you know that we have already experimented this way of moving, and you can make a mistake, but you cannot make the mistake a second time. Much better to have 3% of Generali that is hedged through a total return swap, so through a derivative with no impact on capital and no significant impact on economic figures. These derivatives will be closed at the end of the transaction, because our intention is to maintain 13.5% of Generali and the equity investments and the net income that is related with this participation. With no involvement in the management of the company. We have no interest in entering into the management of Generali. That's very clear. Thank you. Thank you so much. Now we're going to take our next question. The question comes from the line of Noemi Peruch from Morgan Stanley. Your line is open. Please ask the question. Good morning, thank you for taking my questions. Can you share with us the capital impact on day one? Can you specify if it includes the integration cost or if that will be diluted through time? Can you also provide the breakdown of the revenue synergies in particular and the timing? Thank you very much. In terms of capital, we will remain well above 13% at day one. We will increase the ratio through disposal and all the other move that are considering into the plan. Well above 13% means that we will remain according our business plan with no change in what the market consider the real way of maintaining the capital base of the group. Reme mber that also considering the unexpected losses, that is the need of capital, we will remain more or less in the same position because we will continue to maintain our comfort zone, cap of the low risk. We will remain a business model mainly concentrated on revenues. The commissions income will increase. The sustainability of our results also in terms of shock, can increase. We do not see any kind of reason to increase the minimum level of capital above 12.5%, but we will remain well above 13% at the starting point, day one. The second question, looking at synergies, we give some detail in the presentation. It is obvious that the range and the dynamic of the synergies will be made in more detail. This is a top-down analysis, and it is a clear commitment of our three top managers, Stefano Barrese, Mauro Micillo, Tommaso Corcos, that are totally committed to realize these synergies and consider also conservative the level of synergies. I decided to put this level because there is such a difference between the ability to create value through wealth management and protection by our client base. There is so significant potential in consumer finance and a potential increase in revenues coming from a cross-selling, and the work together of Compass and Isybank that is not considered in the synergies that allow us to have a clear, realistic approach on synergies. At the same time, the Euribor perspective of 1.95% leave us with probably betw een EUR 500 million and EUR 1 billion of extra revenues. Looking at the total amount of synergies in respect of the total revenues, that is in the range of 4%, means that revenues are totally reasonable and achievable by the group. On top, you have to place the increase in net interest income that you will have by the increase of Euribor, because still today we maintain a significant reserve on the revenue base. Also looking at the total amount of revenues because of comparable, which is based by the total amount of revenues. The synergies are only 4% of the combined entity revenue base, and the cost in which I am pretty sure that we will do much, much better than this level because the history of the group is to be able to work in a massive way on the cost base. We will exceed, by definition, this level of synergies. I'm pretty confident of this level, and I have the full commitment of my people that are used to deliver on their promises, especially if these are based on a multi-year program. Now we come to the timing of the synergies. Timing of synergies that we will have more or less 20% the first year, 50%, 60% the second year, and 100% the third year. That's more or less the level of the synergies that we will do. On the cost synergies, sorry to move from revenue to cost, but just to give you, that the majority of the cost base is in Intesa Sanpaolo, so it's something like deliver by definition without any kind of effort. On synergies, I'm pretty sure, I know that for the market in a transaction like this, revenue synergies can be considered the point of attention. Euribor is the hedging for your approach that could be more conservative than us, but I will work with my people, and their commitment is to make this. The kind of synergy that we can have on wealth management and protection, on consumer finance, on corporate investment banking, but consumer finance, we will have much more through the synergies with the Isybank, will lead us in a realistic approach on these synergies. Thank you. Thank you. Now we're going to take our next question. The question comes line of Ignacio Cerezo from UBS. Your line is open. Please ask your question. Yeah. Hi, good morning. Thank you for taking my questions. The first one is if you can give us a summary of the fair value adjustments you have used on day one for the mean capital calculations you've just mentioned. The second one, I know it's a small book within the overall entity, but how does the Compass book actually fall within the overall risk appetite of Intesa, considering the de-risking the bank has gone through in the last three, four years? Thank you. We start from Compass. We are considering some more provisions that we will do during the business plan, but are already embedded in the forecast and also in the net NPE ratio that will remain in the range of 1% during the forecast and the year of the plan. On fair value adjustments, I have to tell you that we don't think to have a fair value adjustments during the period of the plan. Probably, I didn't understand your question. Yeah, I was referring to the merger adjustments basically you need to do on completion of the deal, the fair value liabilities and assets, if you're incorporating actually some adjustments in the capital. Obviously, that is something that you make as soon as you complete the transaction, because means that you are entering into the real figures. Today we are working on a top-down basis. This exercise is made by the head of our administrative section as soon as they have the full control of the figures. According to the wor k that Monte Paschi, they made, our expectation is not to have any kind of negative impact. In any case, we will remain with 50 basis points of DTA improvement that we can use in any scenario as a hedging. Thank you. Thank you. Thank you so much. Now we are going to take our next question. The question comes line of Marco Nicolai from Jefferies. Your line is open. Please ask the question. Good morning. A couple of questions on my side. The first one is on the Generali stake. I was wondering, how do you see the Generali stake in the context of Intesa Sanpaolo business, which already have a strong insurance product factory and strong insurance footprint? Do you see this stake more as, let's say, as a way of stabilizing the shareholder base of Generali? Or is it more, let's say, a tool that gives you operational flexibility you could decide to use down the line? This is the first question. Second question is on capital. Clearly this combined entity will have a capital level which is above Intesa. I was wondering if at the end of the year, you will reassess your capital level and potentially distribute the excess capital you have on your books to shareholders. A follow-up on this point, how do you see the SREP moving on this acquisition? Because in a way, this improves your diversification. Do you see implication for the SREP? Then, just sorry, a quick last follow-up on the passivity rule. How do you expect the passivity rule to impact the merger of Mediobanca into Paschi? Thank you. Starting from Generali stake. For us, Generali stake is there. It is part of the yield of the target, is part of what is the price of the target. It is a contribution in terms of net income. It is part of the base, and we added synergies on this base. We want to maintain this level. We have no intention, as I told, to enter into a management of this participation. It is clear that this participation makes part of a diversification of the group. Receiving net income from a company that is involved in protection business could be part of a story of maintaining a good wealth management and protection resources. Not coming from something that you manage, but something that you can receive from a company that can give you results that can stabilize and be countercyclical in your results. Due to the fact that all the ratio, all the results can be in line of this, we will maintain this 13.5% of Generali. As I told you, it is a way of making diversification. It is part of wealth management and protection. If you ask me, do you want to make then an acquisition of Generali? The answer is no. The second point is the point of. The excess capital. How do you assess the excess capital? We will remain with a significant excess capital. That's for sure. On excess capital, I have to tell you that my intention is obviously to redeploy to shareholders. To do this, we have to have a clear dialogue with the supervisor. That is part of a process. For the time being, we think that what we have considered for shareholder is significant accretive, and we do not need to enter in further more conversation with the supervisor. The potential is there because we will remain with a significant excess considering this SREP. At the end, I think that this can be part of a future process if authorized by the supervisor. On the passivity rule, Mediobanca, Monte dei Paschi, they have already decided this merger between our move. This will not enter into passivity rule for the best of my knowledge. Thank you very much. Thank you. Thank you. The question comes to line of Ignacio Ulargui Lopez from BNP Paribas. Your line is open. Please ask your question. Thanks very much for the presentation and for taking my question. I have one question coming back a bit to the revenue synergy. Just wanted to get a bit of more color on the revenue breakdown between the mix between NII and fees. I assume you're going to be increasing meaningfully the penetration of fees within Monte dei Paschi clients. Just wanted to get a bit of your thoughts on that and which areas you think is going to be stronger that revenue synergies. Coming back to your answer, Carlo, on the timing to extract the synergies, just wanted to get a bit of your thoughts in the different speed between cost and revenues, because I assume revenue extraction will be a bit slower than cost extraction based on your comments. Just wanted to get a bit of your thoughts on that. Thank you. Cost synergies we will realize in a quick way. Our expectation is to be in a position to make significant economies of scale during 2027, mainly related to marketing consultancies, all the costs embedded with the functioning of what we are taking. My expectation is that in 2026, we will have more administrative costs that will be reduced than personnel costs. In the second year, we will start to have a visible impact from the reduction in personnel costs. The run rate will be at the end of 2029. Looking at the cost base, that will be an acceleration in comparison with the revenue base. Rev enue base, just to give you some figures, we can split the synergies one-third in wealth management, one-third in consumer finance, and one-third in corporate investment banking. Let me also say that I think that we prepare a very conservative plan. This kind of approach can be something that can be part of an acceleration in realizing results that can be extended also to the portion that we are taking from Monte dei Paschi di Siena. My perception is that it will be more commission-based, this kind of contribution, especially in corporate investment banking, wealth management. This will be part of a transformation in terms of commission and investment banking contribution. You remember that we placed to zero the synergies that Monte dei Paschi di Siena is considering to make with Mediobanca. We started by the inertial. We decided to eliminate all the synergies. We added our synergies that will create within the group. Believe me, I consider these figures absolutely feasible. I do not see any kind of threats. Euribor can be a natural edge to these synergies. Just to give you the idea that we will deliver EUR 16 billion in any case. Thank you. Very clear. Thank you. Now we're going to take our next question. The question comes to line of Britta Schmidt from Autonomous Research. Your line is open. Please ask your question. Good morning. Thank you for asking my question. As a follow-up to your just comment just now on synergies, should we assume that the synergies you presented on the slides are on top of the synergies that Monte Paschi has presented in its own combination with Mediobanca? I tell just the contrary. We eliminated the synergies that Monte Paschi and Mediobanca have considered and used our synergies. You take the plan of Monte Paschi, minus synergies, plus our synergies. Okay, great. Yeah, that was one point. My other questions are just regarding the timing and the idea of this deal. Why did you decide to launch this now and why this deal? Would you also have considered this without the move from Banco BPM? You've been hiring some bankers from Mediobanca already, so you could have perhaps continued going down that path. Also on the execution of this deal, you made some comments regarding the owners of Monte Paschi. Could you tell us whether you have had any interactions with the large Monte Paschi shareholders regarding this offer? Thank you. We decided not to have any kind of interaction. My perception is that this deal can be considered positive from there, because we give a cash premium. We give certainty to realize something, because we are able to do, and we have the management team to stay here for the next 20 years. That is diff erent from Monte dei Paschi di Siena. There's a clear, and the private investor, are smart investors. They are considering the long-term value, and in choosing between a bank that has significant the complexity. Giving them a cash premium, I think that could be easy to have the private inve stors with us. We will start, as I will do with all the international investors, also conversation with private investors. Looking on the BPM, sorry, you called offer. I think that it is a love letter. I know that there is a strange approach to say to another, "I love you, please answer to my request," but I don't think that this is the way in which you can call offer. Probably it is a proposal to discuss something in the future. Ours is an offer. We have a clear offer based on the formal procedure that you have to do, making an offer. If they are able to do something together, we will see what could be the final results, but having in mind that the governance of Monte dei Paschi di Siena is complex. Monte dei Paschi di Siena and BPM, they have to go into extraordinary shareholders meeting if they want to make a merger. With a significant majority to be reached in shareholders meeting. Also, there is a clear point on the shareholders of BPM that have not to be only in favor. There is also, in my view, also a point on golden power, because it is clear that if UniCredit was considered the point of attention in terms of the saving of the Italian families, I don't think that could be considered in a different way, a bank that has a shareholder that can reach 30% with an authorization. There is a number of points. Probably they also make something they can realize. We will see what can happen, but our offer is a real offer. Thank you, Britta. Dear participants, if you wish to ask a question, please press star 11 on your telephone keypad. As a friendly reminder, please limit yourself just to two questions. Before making the question, can I add a point just on BPM? Our offer, it is not a response to BPM. I read a lot of title, Intesa BPM move, and then Intesa Sanpaolo move. This is not a response. We worked on this transaction for a long time, because to reach an agreement with a counterparty to make this proposal, it is not a job that you make in three hours because you see that there is a letter. Probably, deciding to make a letter, they try to anticipate the real offer that was our offer. Just to make a clarification on this point. I am a friend of Giuseppe Castagna. I consider him a very good guy. He was close to me in a difficult period that I had with my mother. In terms of personal feeling, I consider him a very good person and a very good friend. This approach is really not to be considered an offer, and we respond to the offer. Okay? Thank you. Proceed with the question. We're going to take our next question. The question comes line of Andrea Lisi from Equita. Your line is open. Please ask your questions. Thank you for taking my questions. The first one is on Mediobanca. You already have a strong CIB activities. Just to understand if you see any risk of overlap here, and how could Mediobanca support the strategy of international development of Intesa? Second one is just a clarification. If I understood correctly, you retain all the DTAs of Monte Paschi, no DTAs will be transferred to Unipol. Is this correct? We will maintain the majority of the DTAs, more or less related to the net income that we will maintain. This is the level of DTAs. On the other point on Mediobanca, let me start from the psychological consideration of Mediobanca people. They were used to play in Champions League. If you were in Mediobanca, you probably can be considered as one of the top player in the market with significant reputation. Entering in Monte Paschi Siena, probably a portion of these people can remain upset. I don't want to say that they change the kind of champions, but for these people, to enter again in Champions League is a motivation factor just for the sake of entering into a Champions League player. I'm pretty sure that Mauro Micillo will make a job of motivation of all the people that will work in this division, like Stefano Barrese will make in the retail and consumer credit division, that also Tommaso Corcos will make in the wealth management area. I'm pretty convinced that these people will find a place in which being proud of being part of a real European organization of success, and being a clear Italian player that is, by definition, a leader with a unique reputation in the country. Thank you. Thank you. Now we're going to take our next question. The question comes line of Hugo Cruz from KBW. Your line is open. Please ask the question. Hi, thank you for the time. I just wanted to ask a few clarifications. First on dividends, if you clarify the comment about the 2.7 billion extraordinary cash distribution, is that as part or on top of the 95% ordin ary distribution? The second clarification on dividend is around if there are any adjustments for dividend payments from either the Intesa or Monte Paschi side, if you could adjust the exchange ratio for those. Then I guess the question is if other banks, I mean not just BPM, but if another bank launches a competing offer, how much room do you have to adjust your offer in that scenario? That's it. Thank you. No adjustment. Dividend 2.7 extraordinary will be on top. Will be on top on the 95%. If other will launch, market is market. We think that our proposal is a market-friendly proposal, so is a proposal that sits friendly with the Monte Paschi Siena shareholders. We consider also the Monte Paschi Siena CEO as a good CEO, he made a good job. This is absolutely a transaction that is a market transaction. If another player, the merger of Monte Paschi BPM, if they find an agreement, if the board of director of Monte Paschi will vote, if the private shareholders of Monte Paschi will decide to follow in the shareholders meeting, if Crédit Agricole decided to vote into the shareholders meeting. If they will be in a position to give premiums and make happy shareholders, they can win, and the market is king. If another player will enter into this transaction and will pay an extra premium, a significant extra premium in comparison with our premium, and he will be in a position to reach the control of the extraordinary meeting, will be okay. I decided to do this transaction because I want to create value for my shareholder, but having the conviction that I will deliver, in any case, my plan. This transaction will not add any kind of complexity on what my people are already preparing. This is our position. We made a transparent, with the right process, offer to the market. We will be rigorous in valuation for our shareholders because my only target is to be in totally favor of my shareholders. I want to create value for my shareholders. If other transaction proposal will not allow us to create value for my shareholders, other player will win the transaction. This is life. Thank you. Sir, can I just ask, the EUR 2.7 which is on top, where is that coming from? Is that related to gains from the transaction? You could do that without doing the transaction, right? We will use reserves. We will pay cash to using the reserves. I see. It's distribution of reserves. Okay, thank you. It is already embedded in our figures. There's no risk. I have to tell you, this transaction is a very good also results for my shareholders, because there is no risk. We are already all within other group. We have the ability to make integration. We demonstrated we are a top player, and by definition, you will not have any kind of risk as shareholders of Intesa Sanpaolo. As shareholders of Monte Paschi Siena, you will receive an incredible amount of cash paying for what it is something that you have to reach in the future with complexity and with all the difficulty that the governance of Monte Paschi Siena today is by an evidence, a clear evidence of the results of the last shareholders meeting. Thank you. Now we're going to take our last question for today. The question comes line of Juan Pablo López-Cobo from Santander. Your line is open. Please ask your question. Yes. Good morning. Thank you for taking my question. I just got one follow-up regarding your ability to raise the offer. If you could elaborate first regarding the return on capital that you expect from this acquisition. I think you didn't mention, unless I missed that one. Sorry. Also, how you calculate that return on capital, and how do you compare this to your implicit cost of equity? If you could give us some color on that one, would be very useful. Thank you. We used all the Monte dei Paschi di Siena plan as the base. We eliminated the synergies. We add the synergies, then we considered the implication of our offer in terms of shares and cash to be paid. The result is earning per share, dividend per share, and capital distribution. With this point of adding 2.7 extraordinary usage of reserve to pay cash that more or less will match the integration charges that we will have during 2026, this will leave our shareholders with a signifi cant positive coming from this transaction. In terms of increasing the offer, there's no possibility to increase the offer. We are already paying a significant premium for a bank that is under a significant transformation, with a number of point of weaknesses, looking the governance process that can be considered in terms of value creation for the future, a question mark. The point is this. We have no intention to change, in any case, our offer. Okay, thank you. Thank you. The speaker turned off for the questions for today. I would like to hand the conference over to your speaker, Carlo Messina, for any close remarks. Let me finish by again pointing out that this deal makes solid industrial and financial sense, reinforces our leadership in Italy and Europe, and creates value that be nefits all stakeholders. All shareholders will enjoy the rewards of growth and synergies through higher and sustainable return. Thank you for your time and for joining us today. Take care, and talk with you soon. Bye. This concludes today's conference call. Thank you for participating. You may now all disconnect. Have a nice day.