Good morning, and welcome to today's conference call. Please note that we will take questions exclusively from research analysts. I will now hand the call over to Mr. Andrea Orcel, Chief Executive Officer of UniCredit. Thank you. Good morning, and thank you for joining us. Before I begin today's presentation, I would like to make clear UniCredit's position vis-à-vis our strategy, Unlimited, and how we're looking at Commerzbank. Our top priority and unmatched engine for value creation for the next five years is UniCredit Unlimited, and we will remain fully focused on its execution. There are two scenarios regarding our offer for Commerzbank. Scenario one, remaining below control, which we can manage if we achieve a percentage that does not ensure returns above our cost of equity. In such scenario, UniCredit would probably remain below control for at least 12 months in order to fulfill its capital return commitment. Scenario two, achieving control with a percentage that ensures returns above our cost of equity. In scenario one, we revert to status quo, a net return of over 20% with full upside and protection on the downside. Such risk-adjusted return cannot be beaten by any other option. In scenario two, we would secure a strategically and industrially valid transaction, which returns exceed our cost of equity. Notwithstanding the significant value created by Unlocked and an eventual combination, the return on investment for UniCredit shareholders is negatively impacted by the substantial incremental investment needed to bring Commerzbank to par, Commerzbank relative valuation, now not supported by fundamentals, and by the disproportionate capital consumption due to penalizing CRR rules in lower participation control scenarios. These constrain the premium payable. Both scenarios are a win for UniCredit and, in our opinion, Commerzbank shareholders with tenders. The outcome depends on the level of take-up, which influences, together with further transparency from Commerzbank, potential offer revision. With that premise, as Commerzbank's largest shareholder, we have an interest in seeing it fulfill its potential and it deserves its current valuation. In our view, it is not currently doing so. As a result, we're making public our review to show that Commerzbank can generate substantially more value than it does today, and also that its current trajectory will put at risk its survival in the medium term. We hope that such views are incorporated into the upgraded guidance to be provided by Commerzbank on the 8th of May. As ever, in this situation, you will not be surprised that there is a disclaimer highlighted in the presentation to which I want to draw your attention. Also, our views have been developed outside in, because as mentioned, Commerzbank did not engage with us in a meaningful way. The history of Commerzbank is a story of continued operating underperformance. This has long been true, but if we just look at the period from 2021- 2024 and then 2025, the bank lagged both UniCredit and the sector. Growth has been weak, investment in transformation limited, and the core German franchise neglected. 2025 results have been propped up by temporary tailwinds and financial engineering. They were not underpinned by an improvement in core operating performance or necessary industrial transformation in Germany. Momentum simply offers more of the same. It does nothing to change the operating fundamentals, as demonstrated by Germany's KPIs continuing to lag its peers in 2028. It runs from the hard work necessary to make the bank competitive in the long term and succeed in its core markets. Instead, it aggressively grows non-core, higher risk international lending. It leaves Commerzbank in Germany vulnerable to an overdependency on risky bets that are not core to the business, to changes in the macro environment because of the overreliance on financial tailwinds from replicating portfolio with no room for error on cost of risk, and to the challenges posed by U.S. entrants and fintechs in the increasingly competitive German market. More of the same means that further restructuring is inevitable as Commerzbank is increasingly left behind by a world that is changing around it, and that is not good enough for us. Recently, the share price has outpaced the sector, propped up by significant valuation rerating since the very day of UniCredit's investment, not supported by improved fundamentals. Today, we propose to change the story with a different approach that was successfully rolled out at UniCredit. Unlocked presupposes a true industrial transformation. It is about cutting back on risky non-core international activities to invest in the core of Germany and Poland and its international extension through trade finance. It is about restoring discipline by balancing the right growth with investment-led efficiency. It is about creating lines of defense to protect against uncertainty and error. It is about investing in AI technology infrastructure and the critical frontline to create a bank that's fit for the future. It is transformation, a transformation that has been successfully delivered at HVB, yielding a turnaround that has produced Germany's most profitable and efficient bank. This requires hard work, determination, and commitment. A choice not to do the easy thing, but the right one. Unlocked would transform Commerzbank German operation, making them competitive and avoiding successive restructuring plan. It would also create the opportunity to combine two leading German banks, Commerzbank and HVB, into a strong, competitive German leader, part of a leading federal pan-European group. This would generate significant incremental sustainable value upside for shareholders, clients, and employees. The choice is simple. Continue on the current path of consistent underperformance, or change the story with transformation. Survive from plan to plan, or build a bank fit for the future. More of the same with Momentum means a neglected core, continued uncertainty, and a short-term focus risking long-term success. Changing the story with UniCredit Unlocked would mean a transformed future-ready, stronger bank, refocused on its core and delivering much better sustainable results. The comparison between 2028 numbers for UniCredit Unlocked and Momentum speaks for itself. Net profit, EUR 5.1 billion versus EUR 4.5 billion. Return on tangible equity, 19% versus 15%. Efficiency, 40% versus 47%. The divergence will become even greater into 2030 if nothing is done. More importantly, the numbers do not tell the whole story, as Unlocked would achieve these numbers while investing, addressing structural vulnerabilities, transforming and making Commerzbank capable to successfully compete and win in the future. Momentum does not. The story is even clearer when we focus on Germany, as most of the necessary progress is there. Unlocked prioritizes Germany core franchise and related international flows, driving growth, investment, and employment at home. Unlocked aims to build a stronger competitive bank anchored in Germany, with a focus on its Mittelstand and families. A bank with the ability to compete and win versus U.S. entrants and fintechs, delivering value for shareholders, clients, employees, and the broader economy. It would put the talent, energy, and passion of the people who serve Commerzbank today at the center, giving them the tool to succeed. A new chapter, a strong competitive bank, one no longer undergoing successive restructuring plans that don't address its core issues, and an investment in Germany's economic future. Commerzbank is built around two valuable assets, an underperforming German business that is the mirror image of HVB and a leading Polish business that is well managed and provides a high-quality growth engine. In Germany, the comparison with HVB is pertinent. HVB is an independent, self-standing German legal entity with a history similar to Commerzbank, and with standalone revenues, costs, and all KPIs that are fully visible. When we look at the performance of the two banks in Germany, the comparison is like for like. Beyond being comparable, the two franchises are highly complementary. Geographically, Commerzbank is more concentrated in central Germany, while HVB is stronger in Bavaria. In retail, Commerzbank is more focused on the mass market, while HVB is stronger in affluent, private, and wealth. In the Mittelstand, Commerzbank is more focused on small to mid in the central areas of Germany, and HVB on the mid to large in the southern and northern parts of Germany. Given the fragmentation of the German banking market and this complementarity, the combined market share of the two institutions is no cause of concern. If we look back at the 2021-2024 period, Commerzbank underperformed both UniCredit and the sector on all key industrial metrics: capital efficiency, operational efficiency, and profitability. Germany was the drag, with its gap to HVB and the sector widening. Commerzbank missed materially on cost and fees versus own Strategy 2024, while its revenue beat was due to interest rate tailwinds that propelled all banks rather than a genuine industrial step change. Not surprisingly, its 22% discounted valuation at the time to the sector reflected as much. During 2025, Commerzbank continued to underperform UniCredit and the sector across all critical KPIs. The apparent beat of Momentum first year was, in our view, low quality. Another significant miss on cost in the very first year of Momentum, more than compensated by lower-than-guided loan loss provisions, restructuring charges, and a stronger NII, mostly linked to replicating and non-core international lending growth. While the net profit headline may look acceptable and still underperform the sector, the underlying 2021-2024 pattern repeated in 2025. Momentum implies continued underperformance into 2028, driven by Germany. The plan does not adequately address underlying structural vulnerabilities. Across key metrics, including capital efficiency, operational efficiency, and profitability, a pattern clearly emerges, a meaningful lag to the sector, and UniCredit persists and possibly widens. The business has only limited lines of defense in place to protect against near-term shocks, and there are no transformation actions to make Commerzbank structurally competitive in the longer term. As such, under the current trajectory, the German franchise shall be even more vulnerable in 2028, with a significant probability of requiring yet another painful restructuring that may arrive too late. Let me highlight a few facts. First, half of Momentum-based consensus revenue growth out to 2028 is attributable to financial tailwinds and rates, which may be affected by current geopolitics, AI, the digital euro, and increasing competition from new entrants and customer dissatisfaction in Germany. Second, loan growth outside core markets increases by nearly 25%, while loans in Germany remain virtually flat. This is a 25-to-1 difference. Third, momentum-based consensus foresees Germany's cost-income ratio landing at 51% in 2028, while HVB shall be at 32%. Fourth, momentum builds negligible visible lines of defense, leaving the bank exposed to changes in macro and euro. Fifth, momentum does not increase investment in technology and AI, nor does it foresee further restructuring charges to transform the business. Commerzbank risks becoming increasingly unfit for a banking environment that is changing rapidly. Looking at valuation and share price performance, the day before UniCredit disclosed its first investment, Commerzbank traded at a 22% discount versus the sector on a two-year forward price to earnings multiple, 22%. Such discount was due to Commerzbank underperformance across all KPIs and hence aligned with fundamentals. Commerzbank has rerated more than 20% versus the sector, despite past and forward-looking lagging fundamentals since then. Most on the day UniCredit investment was disclosed. I refer you to the graph on 11 September 2024. Given this stark reality, Commerzbank Unlocked represent our view of a need for a transformational, long-term, focused alternative that has even greater potential in case of a follow-on combination. In Unlocked, Commerzbank standalone is aligned to the superior performance level of HVB, leveraging a blueprint that has already been successfully delivered and therefore comes with very low execution risk. A combination with UniCredit is via an in-market merger between HVB and Commerzbank, operation in Germany, and in the international network. Poland becomes just another leading entity within UniCredit Group's federal model, able to fully leverage its advantages. Commerzbank Unlocked is centered around three connected pillars, refocus, optimize, and upgrade. Refocus means putting Germany, its Mittelstand and families and Poland truly at the center while redesigning and de-risking the international network activities not related to supporting flows to and from Germany and Poland. Optimize means investing in people, the frontline, technology, and AI adoption while targeting efficiency in non-core international network, senior overhead, operation, and capital allocation while building lines of defense to protect the future. Upgrade means enhancing client journeys and providing more and better products while transforming the way of working through simplification, technology and AI. Unlocked includes what Momentum does not. Investment and protection, $1.7 billion of new investments and $500 million of additional loan loss provision, resulting in what we believe to be $800 million of additional pre-tax value achieved in a much more balanced, structural and sustainable way. A clear divergence emerges between Momentum and Unlocked across three critical KPIs, capital efficiency, operational efficiency, and profitability, with important implication for long-term value creation. Under Momentum, capital efficiency is primarily driven by external financial tailwinds and non-core international expansion. Worryingly, at circa 25 times the rate of Germany, with limited linkage to Germany and Poland's direct business. Ambition and actionable levers to sustainably grow and transform the German franchise are absent, resulting in no structural safeguards to support future performance and eventually make the bank able to compete without yet another restructuring plan. In contrast, Unlocked would prioritize high quality, sustainable growth, leveraging a transformation of Germany, its Mittelstand and families, and Poland. Non-core activities would be actively reduced to lower risk, enhance both operating and capital efficiency, and free up resources to invest in the core. At the same time, the strategy would establish robust, durable foundation to protect and sustain future earnings and competitiveness. Momentum's approach to cost management lacks precision, with the overall cost base continuing to expand and cost-income ratio remaining significantly above peer levels. Notably, further restructuring charges for 2026- 2028 to support further transformation are absent. Planned gross FTE reduction are concentrated in Germany, while international hiring persist, with alleged golden parachute being granted there, limiting overall efficiency gain. Unlocked would take a more disciplined and structural approach to productivity. Efficiency improvement would be targeted and paired with reinvestment to support growth and future competitiveness, particularly in Germany. Approximately 60% of Unlocked cost savings would come from non-HR and non-core activities in the international network, so not in Germany. Remaining 40% mainly from senior overhead, bureaucracy that is rampant, and across the value chain. Both would fund significant necessary investment in people, including hiring of younger talent, infrastructure, technology, and AI. From an earnings perspective, Momentum remains highly reliant on favorable macroeconomic conditions and financial tailwinds, leaving performance exposed and the business insufficiently transformed to compete in the future. Unlocked, by contrast, will structurally de-risk the earnings trajectory through comprehensive transformation and the establishment of strong operational and financial safeguards. This would result in more resilient, sustainable return through to 2030 and positions the bank as fully future-ready. In summary, Momentum depends on external condition, non-core international growth, and limited incremental change. Unlocked is underpinned by refocusing on Germany, structural improvement, improved resilience, and sustainable value creation. The magnitude of the performance gap only partially underscore the difference between Unlocked and Momentum, as Unlocked is aimed at the delivery of a fully transformed bank, future-ready bank, while Momentum does not. What is also not fully clear is that UniCredit Unlocked releases EUR 4 billion of capital by 2028, while Momentum does not. UniCredit Unlocked has already proven that it can successfully transform the bank while delivering sustainable best-in-class results, as you can see in the slide, but I will not comment further. What we have described so far is what can be done by applying UniCredit's Unlocked blueprint to Commerzbank standalone. This would open a new chapter, but a true combination would completely rewrite the story. A combination of UniCredit and Commerzbank could send a clear signal, not just to Germany, where the merger of HVB and Commerzbank would create the country leader and benchmark, but also to Europe, building a federal pan-European group and a European benchmark for others to follow. This is the kind of institution that both Germany and Europe increasingly need. A stronger, more efficient, and more profitable institution, better equipped to compete and lead in Germany and Europe. This institution would bring together two highly complementary geographic and client franchises and connect and fully empower Germany and Poland into a broader European network, generating significant cross-border value. An institution that would offer more and better products, upgraded channels, wider opportunities for people, and greater investment firepower. An institution fit for the future, fit to compete and win against U.S. new entrants and fintechs alike. A combination that would generate additional pre-tax value to unlock value creation of around EUR 1.1 billion in 2030 and beyond, supported by accelerating quality growth while transforming the efficiency frontier, funding benefits, greater scale in procurement, product and infrastructure, and a deeper integration of Germany and Poland into a truly pan-European federal network. We think that these synergies would require an additional EUR 1.6 billion pre-tax investment by 2030. One plus one clearly equals much more than two. Post Commerzbank Unlocked or a combination would blow Momentum's proposition out of the water. These numbers speak for themselves. In addition, we think that these figures represent an offsetting base floor that does not have the benefit of substantive discussion with Commerzbank, and that may be revised after the revision of Commerzbank Momentum plan on May 8. Any upgrade to Commerzbank guidance driven by credible financial tailwinds should result in a parallel upward shift in both the Unlocked and combination outcomes, because the proposed upside is structural, not conditional. Management has a fiduciary duty to act in the best interest of shareholders, just as we have a duty to deal with facts. Let me address some of the latest myths that have emerged about our views on Commerzbank and the entire situation. Assertion number one: there is no adequate premium. In reality, a meaningful premium is already embedded in Commerzbank's increased valuation following UniCredit's investment. Furthermore, we made it clear that we would consider a review of our offer terms following serious detailed discussion with Commerzbank, which have not transpired. Assertion number two: no value creation. Unlocked would blow Momentum out of the water in terms of value creation. As importantly, value creation would be sustainable and the basis for future growth, while it will not be so in the Momentum. Assertion three: execution risk of an integration. Commerzbank would remain a standalone bank until 2028 at least, rolling out the well-tested Unlocked blueprint. Integration would follow only then. UniCredit has successfully executed more than 100 integrations, including Romania last year in under nine months, while increasing the number of active clients rather than decreasing them. Assertion number four: risk to customers. The franchises are complementary, and the large majority of clients would benefit. Assertion number five: 15,000 job cuts. In fact, 60% of cost savings come from non-HR and non-core areas outside of Germany. Reduction in Germany would be less than half the one suggested, phased over several years, driven partly by natural attrition and offset by investment in people, technology and AI. Assertion number six: loss of German independence. Germany would become the number one country in the group, with circa 95% of decisions taken locally, and its independence is further protected by German laws and regulations. Diving into detail on the final assertion, that the international network model cannot be improved and UniCredit's action would reduce support to the Mittelstand. In reality, UniCredit already commands double the trade finance business than Commerzbank. With best-in-class infrastructure, faster, more efficient, better service, and lower risk. A combined platform would further enhance service and reach for Commerzbank clients. The activities that are currently being protected under the heading international network have nothing to do with trade finance, but are related to aggressive growth of international and financial intermediary lending. Ultimately, the facts are simple, as is the choice. Risk international lending unrelated to core activity, or Germany and Poland as the priority. A top-heavy, inefficient institution that does not invest, or a lean, empowered organization that does. Uncertainty and upheaval or transformation to build a bank fit for the future. Short-term focus with medium to long-term vulnerability, or better short-term delivery leading to sustainable growth and profitability in the future. Less value creation or substantially more value creation. More of the same with Momentum, or a new chapter for a better winning Commerzbank, particularly in Germany. As I said at the start, UniCredit, its shareholders, and those of Commerzbank who tender will win either way. I will now open for questions. Thank you. Thank you. We will now open the question and answer session. The first question is from Antonio Reale, Bank of America. Morning all. It's Antonio from Bank of America. When you launched the bid, the stated objective was to cross the 30% mark and basically break the stalemate. That granted you with a lot of optionality towards the path, and I think the path that you have in mind is quite clear. The timeline by which you can get there can be quite different. At the start of the call, I think you've outlined some of the scenarios, and I'd like to follow up on those. I think you've said that there hasn't been much engagement. We've seen the public version of the Commerzbank response to your offer. Today you provided some numbers around the value creation, which I think is something that the Commerzbank side has been asking for. My question here is, does the scenario of just crossing the 30% still hold, and what would you define a successful outcome? I ask you that also conscious of the different capital consumptions in each of the scenarios. That's my first question. My second question is, out of the EUR 2 billion increase in pre-tax profit that you've talked about, more than 50% comes from the merger, and that's EUR 1.1 billion, if I understood right, and around EUR 0.8 billion would come from implementing Commerzbank Unlocked. I guess shareholders will assess the merits as to what can be achieved here by Commerzbank standalone or in general, with you running the combined entity. What would you think a Commerzbank shareholder should factor in their decision here? Thank you. Okay. The first thing, just to be clear, we have offered to create a fully integrated working group to revise all these numbers in detail, and the headline numbers were provided during the engagement with Commerzbank. That offer has not been taken, and the views of Commerzbank have been made public. We have always been open to provide all the numbers and all the support. For reasons that I respect, Commerzbank has not wanted to do so. Let's be clear about that. Secondly, scenarios. In my view, I know there is a lot of complexity out there, but I would simplify it in this way. Two big scenarios. One scenario, we remain below control, and one scenario, we reach a level of control that allows us to truly manage the bank, to move gradually towards a combination, and, most importantly, to ensure to our shareholders, which are often disregarded in all the conversation that I have, a return on investment that is well above our cost of equity. I remind everybody that many shareholders are ours, probably more than Commerzbank. I cannot break that commitment and will not. If we stay below control, the returns are practically similar. We will still equity consolidate. The returns will be well above 20%. They will be fully distributable. They will hit the equity investment line in revenues and equal the net income or net profit line in net profit, fully distributable. The percentage may go up slightly, but not dramatically. It's more of the same. Obviously, as in that scenario, we would then move back to our share buyback, which we have had to withdraw the application from the ECB just because in the middle of this merger or this proposal, until there is clarity, it does not make any sense to continue with that. The moment we're finished, share buyback and the capital return strategy that we have mapped would start in earnest. If it starts in earnest, we will eliminate about EUR 4.75 billion of capital by the share buyback of 2025 that is being done this year. That effectively would put us in a position of not pursuing any action that puts us into control for a significant period of time. I would say, given the numbers I have today, minimum 12 months, maybe even 18. In that scenario, we go back to status quo. We start again with our capital return strategy as is. We will accelerate as much as possible the share buyback of 2025. We will stay away as we would have done all that we could to break the stalemate from achieving control of Commerzbank until such time that our capital ratio replenish to be able to do such a transaction. At the moment, we estimate that will be 12-18 months. Okay. Now, in that scenario, the second scenario is instead we achieve control at a percentage that allows us, given the capital consumption that goes with achieving control, to have return on the capital consumed that exceeds our cost of equity. That is a pillar of our commitment of M&A. We will not break that, and probably everybody knows that, including Commerzbank. In that case, we would have returned well above our cost of equity, much lower than the 20% we have now on the financial participation, but we will execute an industrial and strategic move that will strengthen the group in the future. At the end of the day, this is why we're here. These are the two scenarios. One part of your question may be linked to what happened in penalizing scenarios where we do or we could achieve control, but because we are penalizing, i.e., it's control with a low participation, the returns are well below our cost of equity because the capital consumption is high. We will manage not to be in both scenarios. There are various levers that we can use to keep our voting participation below those scenarios and not go there. That means that while crossing 30 will give us plenty of flexibility, we will behave in the way I have just described going forward. With respect to UniCredit shareholders, that means either we go back to the status quo, potentially we have more flexibility on Commerzbank, but we park the issue for at least 12, 18 months, based on what I think today, and we go back to our full-blown capital return, and we go back to a fully visible, without noise, Unlimited strategy, which we are more and more convinced about, and hopefully at some point it will deliver the valuation that we deserve. If instead we are in the other scenario, we still have the entire 2026 independent, about half of 2027 independent, and at the end of 2027 when all authorization would reach, as you know, the process is very long in Europe. In the second quarter, then we would be getting control of Commerzbank. From that time on, Commerzbank would remain separate for about 18 months, as it requires a lot of alignment, and we would not want to mess up with the merger before they are aligned. After those 18 months, when fully aligned, we could consider a combination. These are the timelines. With respect to the synergies, the 40 and the 60, so the 40 is not really a synergies. It is really running Commerzbank as we think it should, and as we run our own banks. The 60 are the real synergies of this transaction. By the way, I have heard many times the fact that we need banking union. As you all know, in Germany, this is an in-market merger of two complementary banks that have tried to come together for 25 years. Okay? One side or the other. Outside of Germany. In Germany, we get further synergies because as demonstrated with Alpha and with our other banks in the network, our federated Pan-European Group achieves revenue and cost synergies above and beyond what can be achieved domestically by being part of this aggregate. You see it in our KPIs. 40% does not include any of that. 60% is the synergies from the merger and all of that. I think that should answer your question, I think. Please let me know if I left anything out. That's very clear. Thank you very much. Thank you. The next question is from Sofie Peterzens, Goldman Sachs. Yeah. Hi, here is Sofie from Goldman Sachs. Thanks a lot for taking my question. On Friday, there was an article in Bloomberg talking about ECB potentially imposing more onerous capital requirements for UniCredit for this Commerzbank transaction. Could you kind of discuss how your discussions with ECB have been and if there is any truth to this article, and also if you could remind us what the capital impacts are. Is it still around 200 basis points, assuming full control? My second question would be around the capital release that you discussed in the presentation around $4 billion. Could you just outline a little bit more around the risk-weighted asset reductions that you see across the German operations, but also the international network? Thank you. Okay, Sofie. I think with respect to control, let me answer it this way. There are two interpretation of control within Europe, depending on which market you're in. There is a strict interpretation, control is 50% + 1 share. Because with 50% + 1 share, you go to the AGM, and you fundamentally decide and can run the business day to day. There is another definition of control that I understand applies in Germany, which is a stake sufficient to structurally achieve control of the AGM. Therefore that second approach takes into consideration the number of shareholders that structurally are present and vote in the AGM. If you have, let me take a number. If you have 80% structural attendance to Commerzbank AGM, then it's 40% + 1 share. If you have 90%, it's 45%. If you have, I don't know, 75, it's 37.5% + 1. You need to look at what is the structural level of people present in the AGM, and that analysis is complicated by the fact that what happens if UniCredit increases its participation. Are we getting shares from the people that are not usually participating, or are we getting shares from the people who are participating or from both? Therefore, you don't have a clear ironclad answer today. I would say that if you look at the past, the number is in the 40% area, slightly above or slightly below, depending which assumption you make. Okay? Clearly from an appropriate regulatory standpoint, what counts is control. Is there control or is there not control? Like it counts for legal and for our accountants. The way I would put it is that control is the ability to name the entirety of a non-works council-related supervisory board of Commerzbank, and then run Commerzbank day-to-day without any limitations, obviously beyond the regulatory one and the minorities, et cetera. I don't have a strict answer for you. It will be estimated, but that's where we are. Second, you asked for capital consumption. Capital consumption obviously changes, and it's an outside-in because we don't have all the numbers. It is circa 200 basis points at 100%. It is circa around the 50% area. It is circa 280 basis points. Now that number, so to be completely transparent, does not include pull to par, fair value adjustment, which you add on top. As you know very well, Sofie, the fair value adjustment, you get back mechanically over a period of four or five years, much front-loaded. That is very manageable given the timeline of the transaction. These are the numbers. Why is it that lower percentages lead more capital consumption? I'm sure you know, but I will remind it for people who do not know. Because under Capital Requirements Regulation in Europe, the excess capital to the regulatory minimum on minority interest cannot be counted in the capital ratio of the controlling shareholders. If you have 50%, the 50% capital you do not own is calculated at minimum regulatory requirement as opposed to the real level of capital that exists. You are consolidating all the RWAs, and that fundamentally generates the balance. That balance automatically goes down mechanically as you move up and reduce that minority interest inefficient capital deployment. This is what we have. I think there was something else. Yeah. The second question was in relation to the capital release following the capital efficiency action that we are aiming at putting in place. That's something similar to what we have already implemented in U nlocked. What we are looking at after the closing is releasing around EUR 33 billion of risk-weighted assets, primarily related to actions related to assets that are in the corporate center, international network, and the portion of the other assets that are EVA negative. All in all, it is slightly less than 20% of the total risk-weighted assets of the Commerzbank group. There is also a part that can also be done via securitization. The approach is absolutely similar to what we have already done and executed for UniCredit. That's very clear. Thank you. Please note that we will take questions exclusively from research analysts. The next question is from Andrea Filtri, Mediobanca. Thank you for taking my question. I hope you can hear me okay. The first question is, basically, if we understood correctly then, the difference between the Unlocked UniCredit and the combination gives the synergies. Of the pre-tax profit, 1.1 is with the synergies and 0.8 is without. The second question is, as you are engaged on this front, do you also foresee the possibility of being engaged on other fronts at the same time, given the duration of the period that this could keep you busy for? Thank you. Mr. Orcel, maybe your line is on mute. We cannot hear you. Sorry, Andrea. I said I was with my phone mic off. The first thing is if I fully answer your second question, I would avoid all your speculations on your reports. Let me answer it that way. If we end up in scenario two, scenario two is we get control at a level where we can truly run the bank, ensure a return on investment well above our cost of equity, and move towards a gradual combination. If we were to be in that scenario, because in the first scenario, there is nothing. We're back to status quo, so we are completely free. If we are in the second scenario, as you correctly point out, two things happen. Number one, because of the intersection of European and German laws, we would not have all the authorization to move in until the second quarter of 2027. Okay, we close second quarter. We would close the offer second quarter of 2026, one year after we get access. Secondly, we said very, very clearly that if we are in that scenario, we would keep Commerzbank completely distinct, separate, independent, while we would roll out an approach that is along the lines of Unlocked, and in order for us to get that done, we would need about 18 months, maybe 24. It would make no sense for us to attempt any merger before that is done, because it would just make the actual merger difficult because of the very different setup, culture, and everything else of the two banks. We do not want to create angst to HVB, which is working really, really well. That would mean that the true integration or combination or merger work would start earliest, you're talking 2029. What happens between 2027 second half and 2029 is a team executing Unlocked as we have executed for each one of 13 banks over the last three years. I think while we executed one of those for the last three years, we were completely free to do other things because what people forget, we're federal. Every legal entity is self-supported and independent, has its own management team. The only time where it touches group would be at a combination level because of what would happen in technology, in AI, and in a number of other areas, but not until 2029. That should answer your question. The second one, Unlocked and combination. The views on Unlocked, as you say, they do not have any synergies because, by definition, Commerzbank is kept independent. This is something that we think the bank should do anyway for all shareholders. Okay? Another thing is if it's capable of doing it, but the bank should do it anyway. The synergies, i.e., the merger synergies from combining HVB and Commerzbank, together with the group to single entity synergies that we have given the setup that we have as a federal group with central product factories, central technology, central procurement, et cetera. Those come only in phase two, obviously are additive to what you have in Unlocked, and therefore would only come at some point starting in 2029. We believe at that point it would be quite fast. Now, I fully recognize that what we did in Romania is smaller, but what we did in Romania, we did it in nine months, fully integrated top to bottom, including technology, AI, and everything else. While we did it, we increased the number of primary clients by going to clients with new products that they didn't have before, exactly like would happen at Commerzbank, and new solutions, and a rejuvenated set of tools for the network. That part would be in 2029 or from 2029 onward. We think that we could be done top to bottom. If we want to take it wide because of the complication, a couple of years, but it could be less than that. This is the overall timeline and where you get the values. Andrea, the additional investments are also cumulative, are for a total amount of EUR 3.4 billion, around EUR 1.7 billion in phase one, so the deployment of the Unlocked blueprint. The second amount that is around EUR 1.6 billion is connected to the combination, meaning to the merger. If there are no more questions? The next question is from Delphine Lee, JP Morgan. Please go ahead. Yes. Good morning. Thank you for taking my questions. The first one is. Just to go back a little bit to your discussions with Commerzbank. I guess so far, they haven't generated much. With this presentation, what do you expect? What should we expect? Because you've talked about these numbers potentially having upside if you had those discussions. Just trying to think about the timeline here. Then the second question is just on, previously you were talking about the potential for you could always revise the offer and offer a higher premium, which doesn't look like it's a scenario right now, even in your certain scenario two of control. Just trying to think a little bit about sort of, is that the case and why would you think Commerzbank today tender more shares if the premium is not here? Thank you. Okay. First of all, the fact that we're disclosing our views today was flagged very clearly to Commerzbank. The reason why we're doing it is because having failed to work together and together develop a joint proposal, or at least try to develop a joint proposal, we have an offer that starts on May 5th. We have an offer document. The offer document contains these numbers, which Commerzbank knows, and therefore we are in a position where we need to explain our views, and that's what we're doing. There was no more time to wait, especially because the door was shut just after Easter. Therefore we thought that the most constructive way of going forward was to come out with these views publicly to all shareholders, allowing as much time as possible for Commerzbank to react to them, and potentially incorporate them or respond to them in their May 8th presentation. This is directed to providing them with time. Ultimately, and I want to underscore it again, the better Commerzbank does, the better we do, because we have 30% fully hedged, but with full upside potential. If they do well and earn their valuation, then our shareholders will do well, increasingly well, and it will hit our bottom line and it will hit our distribution. This is why we are where we are. What will happen to discussion? Honestly, I cannot speculate. To be clear, I think we did everything we could and more over the last 18+ months to try and have a meaningful interaction with two sides constructively around the table, building something together that they can both stand on, or at least agree to disagree based on facts and numbers and not on superficial statements. We have not been able to do so we had no other option than to put outside in views, which by their very definition, make assumptions, and whether the assumption may be correct or not correct. We will be happy to correct what needs to be corrected if those assumptions are proven to be incorrect. I don't know what will happen, to be honest. The second point that I would like to be clear, because we've had a number of discussions with many of you. If I were to look only at financial returns, there is no question that the best win is to remain where we are or just above 30. For two reasons. One, because in any case, the return of that participation yields a lot more. We have 100 basis points of capital generating some EUR 700-800 million of net profit after the cost of put options, and going up if Commerzbank does better. If it goes down, the put option going in the money and we are protected. There is no beating that, ever. Second reason for that scenario being a win is just a conviction. We are fully convinced that we will deliver Unlimited in the same way we delivered Unlocked, and then more. We are instead much more concerned as to whether Commerzbank will deliver a sustainable path in 2028 and beyond. Of course, to 2028, with replicating portfolio and everything, they may reach the plan if the environment doesn't change very much, but what is there afterwards? We think that if anything, over time, the relative valuation and the base for that valuation or even net profit line, will move in our favor. When I say medium term, I say two years, three years, not immediately, when it will be clear. In any case, we do not think it's going to get worse. If I take it purely opportunistically and financially, scenario one beats and trumps everything every time. However, we are also here to run the institution and to do what is strategically and industrially right. While less attractive financially, scenario two can work because it beats the returns of buying back our own shares. Therefore, at the appropriate condition, if it beats those returns, we will go for what is strategically and industrially right. Now, premium. As I said, Commerzbank used to run at a 22% discount to the sector, 2022. Today, that is 2 years P/E forward, 2024-20 26, and now 2026-20 28. Now they are trading at a 0 discount to the sector. No other bank that comes from restructuring and underperformance is re-rated that fast. To give you an example, we're not re-rated that fast, and we come from 21 successive quarters of beating our own estimates. Okay? So we believe that is solely due or mostly due, let me rephrase it, to M&A speculation. If you look at net profit performance in 2025 or trend line to 2028, there is nothing there that should drive re-rating valuation. So we believe that at some point we'll adjust. Okay? We believe that the premium is already in there. If you take it that way, there is a large majority of that 22% re-rating, including the 5% premium we offered in our offer, is due to that, not to underlying performance. Now the premium can be reviewed. I was very, very clear that there are two scenarios. One, we get below control. One, and the other, we get to a level of control where we can absorb the, let's say, disproportionate capital consumption due to European CRR rules, and that may be something above 50%. There are two scenarios. One scenario is we expect low take-up, we're happy. Financially, we win, we sit back, and probably people will thank us in two years because we may do a transaction better. Scenario two, we have a high take-up, and therefore we move with a more strategic and industrial. The high take-up is driven by two things. One, a constructive engagement with Commerzbank, that, A, clarifies a number of questions that we have where we may or may not have been too negative. Two, but obviously a joint plan is much more likely to drive take-up than no plan, no joint plan. Or, alternatively, what can drive high take-up is shareholders independently doing their numbers, reaching their conclusion, and concluding it is in their best interest to tender, because if they tender and we remain in the financial scenario, they still will have a better exposure to Commerzbank with a better yield. Within 12 months, if we do any change, they will benefit from both change. There is much more liquidity in this environment, lines of defense and a number of things that I don't have to explain to you. They decide, "No, I want to ride it. Let me take the next two years, three years. I want to ride it because I believe that this is the best case." Both positions are defensible. We have put them to shareholders. Shareholders will decide, and that's what it is. For us to review the premium mildly, so don't jump ahead, because if any of you does the numbers, you know, with 260, 280 basis points of capital consumption, to increase the premium mildly, we would need to understand that the take-up is very high. At the moment, there is no indication that it will be. Hope I have been clear. Very clear. Thank you so much. The next question is from Ignacio Ulargui, BNP Paribas. Thanks very much for the presentation and for taking my questions. I have two questions. One is coming back to the capital release, the EUR 4 billion that you were mentioning. Should we understand that capital is then reinvested in the bank as part of the phase two kind of combination situation? There will be different uses for the EUR 4 billion of capital releases? The second one, looking to the potential implications for mBank, which you haven't looked much into the presentation, but just wanted to get a bit of a sense whether any potential takeover on mBank required by the change in control in Commerzbank is taken into account in the capital impacts. Thank you. I'll take mBank, and Stefano will take the rest. mBank is clear. Poland is a country where control shifts at 50% + 1. Okay. We are in discussion with the KNF in terms of what would happen if it would happen. As I said, we have levers to keep ourselves in a situation where we don't drop into a situation where we have excessive capital consumption and a cascade offer in cash that are penalizing. We have looked at that, and at the moment, we are quite confident we can manage around it. As I said, German control, when you have control of the AGM, Poland control, when you're at 50% + 1, you can look at what Erste did in Poland recently, and it's predicated on that. That said, it fully depends on the local regulators and authorities, and we are discussing with them, and we will see what the outcome is. In relation to the first question, the capital efficiency outcome is such around EUR 33 billion, so equivalent to EUR 4 billion, that we believe that notwithstanding the perspective of growth for Commerzbank perimeter in the next four years, let's say four to five years, taking into consideration the type of model, with increased profitability and increased level of capital generation, there is no need of utilizing a meaningful amount of such an efficiency. Such an efficiency is available for distributions. Thank you. The next question is from Noemi Peruch, Morgan Stanley. Please go ahead. Good morning, and thank you for taking my question. I have one question and a clarification. If I understand correctly, the two scenarios are not really mutually exclusive if we think about the next 12 months. In this context, I was wondering how you see the 2027 Commerzbank AGM, and if you already decided the role you're going to play there. The clarification is on the 280 basis points of common equity absorption. Are you assuming you're getting to 50% in cash or in shares? Thank you. Okay. If I understood correctly, our participation in Commerzbank AGM, we haven't taken final decisions, but for the time being, as you have seen, we've been respectful of Commerzbank. We have not participated, and the view has been either we are in and we manage it, or we are not. I think that's healthy, and we like it that way. Therefore, that's what it is. With respect to what we're envisaging at the moment, it's anything that we have, we're buying is in shares. The next question is from Britta Schmidt, Autonomous Research. Yeah. Hi there. Good morning. Thank you for taking my questions. With regards to the likely contentious points in discussion with Commerzbank, with regards to the cost-income ratio, what gives you the confidence that a more retail-heavy German banking business can substantially approach the cost-income ratio that HVB has? I think you're suggesting 37% versus 32% at HVB. With regards to the EUR 33 billion RWA savings, you point to the center and also the international business. What sort of analysis is behind that, and how would you intend to deal with the Commerzbank argument that the international business is core to their SME franchise? Just lastly, in general, if Commerzbank was to engage, do you already have an idea of where you could potentially see additional upside? Thank you. I'll pass to Stefano, but I would make the general comment. The targets for efficiency are very much adjusted for the fact that Commerzbank has more retail and commercial than we do. I think we are at 80/20 retail corporates, and they are 65/35 or 60/40. If you look at the cost-income ratio target, it will still be substantially higher than HVB in 2028. It is adjusted for that as we have differentiated between the two. The second thing that I would like to highlight is we believe that there is a disproportionate amount of non-HR related cost that Commerzbank embeds, which is why 40% of all reduction are non-HR cost. We have experienced that already at HVB, given how German banks are usually structured vis-à-vis those of our countries with a very heavy center that then drives a number of other costs related to it. While here we have given our views, let's say, to provide you some guidance, we have granular detail behind them. Especially with respect to Germany, we are highly confident. When I say highly confident. Stefano, please. Yeah, on the capital efficiency, as I said before, it's not just the international network. The focus will be on assets that are in the corporate center, in the international network, but as done in multiple occasions, UniCredit also, in the ordinary activities that Commerzbank is running in Germany. Per se, as said before by Andrea, the capital efficiency actions are not going to impact the services, meaning trade finance and correspondent banking services towards the franchise and towards the clients. It specifically targets EVA negative or not sufficiently positive, lending-based transactions, not with the core of the services connected to neither trade finance nor correspondent banking. The next question is from Giovanni Razzoli, Deutsche Bank. Thank you. My questions has already been answered. Thank you. The next question is from Andrew Coombs of Citi. Morning. Thank you for the presentation. Just a couple of questions. Firstly, on the EUR 1.3 billion of cost saves, can you just give the time frame for recognition of those saves, front-loaded versus back-loaded, and what the upfront cost to achieve charge would be in order to derive those saves? Second question on the revenues. If I look at the revenues you have under your plan is EUR 13.6 billion. The existing Commerzbank standalone plan is EUR 13.4 billion. Within your plan, you're including EUR 650 million of attrition from the international network. Can you just explain the delta? Where does the incremental EUR 850 million come from? Where's the benefit? You outlined EUR 200 million from leveraging the UniCredit product functions, but just keen to understand where that's coming from. Cost-wise, dividing between phase one and phase two. The overall cost efficiency in relation to phase one, around EUR 1.3 billion of cost efficiency. Connected to that, there are overall investment of EUR 1.7 billion. While in phase two, meaning with the combination of the two legal entity, meaning the merge of the two legal entity, we are assuming to have cost efficiency of around EUR 800 million. In such a phase, as said before, if we take into consideration the overall amount of investment, including also the IT related one and connected one-off, the overall investment will be around EUR 1.6 billion. In the phase one, the non-HR component of the efficiency is around slightly more than 40%. The HR component is slightly less than 60%. We have a clear focus on, let's say, international network and all the non-client facing activity of head office, for example. On the revenue component of the equation in phase one, we are currently assuming an impact deriving from the capital efficiency of around EUR 650 million, while we're assuming to have a positive revenue generative initiative of around EUR 200 million, slightly less than that. A portion of that is connected to Poland, because we believe that, with the franchise of UniCredit, we can generate higher revenues as happened with Alpha as well, for example. Another portion is connected to Germany, because we do believe that further strengthening the product offer is possible to have further revenue growth, also in phase one in Germany. We are also assuming to have a revenue-driven initiative in the second phase, meaning following the combination. All in all, the amount that we're assuming is similar, slightly higher than the one that we have in phase one. I guess to just rephrase it, for your revenue guide that you're providing, the EUR 13.6 billion, that's using the consensus EUR 14 billion as the baseline and then putting the adjustments on that, as opposed to using the standalone Commerzbank target of EUR 13.4 billion. It's correct. What we are starting from is the consensus number, and then we are adding all the figures that we alluded to during this conference to the consensus number of 2028. Clearly, if there will be movement in the plan and in the consensus, we can fundamentally have a sort of parallel shift in the sense that all the action that we have described can be implemented also if there is an improvement in the plan, in the Momentum plan or in the consensus deriving from tangible action or tailwinds, for example, financial tailwinds. Yeah. No, that's clear. Thank you. The last question is from Andrea Lisi, EQUITA. Hi. Thank you for taking my questions. I have 2, 1 on the numbers and the other on the strategy. The first on numbers, if you can help me reconciling the EUR 2 billion of GOP of value that you think you can create from the integration of Commerzbank. In particular, looking at slide 3, I'm not fully able to reconcile the numbers with this EUR 2 billion, in the sense that we have the consensus base number with net profit 2028 of EUR 4.5 billion, the directional 2030 over EUR 6 billion. There, I think that you have the Unlocked plan. Clearly, we are comparing 2028 to 2030, so let's assume Commerzbank standalone arrives at EUR 5 billion, so it's EUR 1 billion of net profit directional. Then if you combine the two entities, EUR 6 billion plus the EUR 15 billion you have indicated in your standalone plan or ambitions, we get to the EUR 21 billion. I don't see the synergies there or in case I'm not able to reconcile with the EUR 2 billion you have indicated gross clearly here it is net, but still seems lower. At the same time, I want to ask you if in the numbers you have also included the fact that currently you are paying on the hedging of the stake in Commerzbank, and if you combine the two entities, clearly there is no more need for that. The second is on the strategy in the sense that in the past but also in this call, it seems that in case you reach a stake close to 30%, you would remain in Commerzbank still with the stake. Do you think this approach could change if there is any kind of accelerated consolidation in Italy? Yeah, with that. Thank you. Yeah. In relation to the first question, your calculations are correct. If we start from UniCredit, so for UniCredit, effectively, when we're looking to 2030, the ambition is around EUR 15 billion. Important elements to be included are on one hand, in the assumption of the consolidation, we will include the full numbers of Commerzbank plus the value creation of phase one and phase two. We need to remove the current contribution of the stakes that also Andrea mentioned before. That is currently ranging between EUR 700 million and EUR 800 million, so during the period 2026- 2028, but can be even higher for the future. This difference is explaining to you why when we are summing up all the effect, and when you look to the full group numbers, we will have around EUR 21 billion because we need to, let's say, on one end, increase the positive effect deriving from phase one and phase two. Plus the growth, in 2029 and 2030 deriving from both UniCredit and Commerzbank. In the case of Commerzbank is around EUR 1 billion, as you have alluded. But it's important that you exclude the contribution of the stakes currently embedded in UniCredit Unlimited. Rough cut 2030, EUR 1 billion net goes away because we lose the equity consolidation on one side, and we add the line-by-line consolidation on the other. That's why the two numbers seem not to connect, because in Unlocked it's not the case. In the combination it is. I hope that's clear. With respect to the strategy, well, clearly as I said before, if we are in scenario one, scenario one has also the advantage that we are free and clear from anything else because we come back to status quo. Scenario two, depends. We will see. I would say for the moment, we are very focused first and foremost on delivering Unlimited for you, and secondly on seeing where this takes us on Commerzbank. Also for us, closing a chapter one way or the other, at least for now, is quite important to be able to recover our full flexibility in every direction. Thank you. You're welcome. I think this was the last question. Thank you very much for reacting at such short notice and for some of you in London, quite early. Thank you, and we'll see you all on our results day on the fifth of May. Thank you very much. Bye-bye. Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.