Welcome back to our public sessions. Please make sure your phones are switched off because this panel is being webcast. As the next session, I have the pleasure to host, once again, for the fourth time, Andrea Orcel, CEO of UniCredit. This panel has been renamed Andrea Squared, as you know.
On that, we can start. To set the pace. Starting from your results, you had a very strong start of the year across all KPIs, but especially with your Italian business that has been producing an accelerating contribution to the group. What are you especially proud of, and how are you differentiated from peers to allow you to upgrade the 2025 guidance?
I think what we're very proud of is that we guided at the beginning of the year that we would have a decline in gross and net operating profit in all four quarters of this year due to the decline in NAI not having time to be compensated by greater volumes in lending and by greater fees. Instead, in Q1, that was not the case. If I remember correctly, GOP was up 4% and NOP was up 5%. It was driven by things that we knew very well would happen, like cost down on same perimeter and cost of risk very benign still. What surprised us particularly was two things. One, that we were able to manage the decline in NAI, I think, as well or better than the peer group, but we outperform on the fees, with fees offsetting the entire decline in NAI.
The second thing that we demonstrated is that we can crystallize volatility with our trading volume driven by client business in CRM, so in hedges of commodities, rates, and FX, bumping up very much in the first quarter. I think it was a combination of the underlying core doing better than we expected and the ability to crystallize on volatility and not be deviated. Because of that, if you just look at mathematically in the year, we had a much better Q1 than expected. By definition, our guidance for the year improves. Now we're looking at Q2 and Q3, and we need to see if, again, with all this volatility and uncertainty, we can hold better than we thought we would hold on GOP and NOP level.
If we can, then it means that the guidance for the year can be increased again. We're cautious because the market comes and goes, as many people would have said before me. April was particularly volatile. May is better. I think we are navigating by sight at the moment. In general, I think the business is strong.
Andrea, if we look out into 2027, what are the key initiatives you can put in place to drive the next phase of growth?
I think one thing that I'm not sure everybody realized is that during the last three years, we delivered a certain set of results like everybody else. Our sets of results had two things that were different from everybody else. Number one, we made significant investments across technology, data, factories, redesign of our network, and a number of other things like that to strengthen the core business. The second thing is that, differently from the average of our peers, we built lines of defense. We did not use the lines of defense. We are exiting 2024 with EUR 1.7 billion of overlays. Most people use them in full to support distribution in the last few years. We exit 2024 with EUR 1.2 billion of, let's say, below-the-line integration cost that we were supporting to front-load cost for the future.
We exit 2024 with EUR 6.5 billion of excess capital, while a significant portion of our peer group has used those things, either not done the integration cost or released the overlays or used some of the excess capital to support the distribution at a higher level in the last three years. As we move in the second phase of UniCredit Unlocked, that we call Unlock Acceleration, and we move from transformation of the operations of the bank primarily, which is what we did in the first phase, to primarily acceleration of the top line, we can take our time and patiently step up the top line without being too bothered by what happens in the environment. Because if the environment worsens, we release overlays. If we deviate in some way from our plan, we just release some of the integration cost that we do not need to do.
If that is not enough, which it will be, we still have EUR 6.5 billion, now almost EUR 10 billion of excess capital to return to shareholders. We have neutralized the bottom line and the distribution for the next three years in most scenarios. That gives us time to focus on continuing the re-engineering of the bank. On the re-engineering of the bankage, the finalization of phase one transformation, which is linked to further efficiency on operation, further efficiency on capital, and bringing to bear the last investment in technology, et cetera, et cetera, combined with what we are doing on the top line. On the top line, the big change is we have always been about margin and not volumes. Now we will continue to be about margin and not volume, very differently from most of our peers.
I remind everyone that for UniCredit, EUR 1 billion of volume consumes capital and brings EUR 15 million of revenues. One basis point of margin does not consume any capital and brings EUR 45 million of revenues. Pushing volume by dropping margin because there is not volume enough is not a winning strategy. We have said that for a long time. Now, what is happening? Extending that further, we are searching for volume growth, and we are searching for margin growth at the same time, moving the tilt of our, let's say, business towards more, let's say, Central and Eastern Europe, greater margin, greater growth, more SMEs and affluent, which is why I smile when certain banks say that if we were to buy them, we would pare down the lending to SMEs and affluent. It is actually front and center of our strategy to increase that.
We increased SME lending in Italy by almost EUR 4.5 billion in one quarter alone last quarter. By doing that shift, we are already moving margin and volume. The second part of the shift is in those segments, in those geographies, offering our client base the right products. Again, people do not combine those three things, but you should. For example, I smile when some people tell me, oh, but you are focusing less on mortgages, which are high volume, and more on consumer credit. Yeah, because the margin in consumer credit is 5x the margin in mortgages net of cost of risk. Therefore, we are moving towards the places where traditional banks do not go because they do not have the credit models. We do. They do not have the automation. We do. They do not have the training of the people offering those products. We do.
Therefore, we are moving that. On parity of customer, we are offering a greater amount of value from customer of the bank. As we do that, the idea is rates go down. We bring to bear the investment made in the factories by having fees grow the famous EUR 1.5 billion over three years. We are also moving into segments where we can increase market share because we are underweight. We can increase that market share by increasing margin, not by dropping margin. That is the strategy at its core and what gives us confidence that we will get to where we need to get. The most important point is we have time.
While in the next three years, I am highly confident on the excess of EUR 9.3 billion net income this year, of the excess or around EUR 10 billion of net income in 2027, maintaining a return on tangible in the high teen and maintaining distribution above 24%. Now with the excess capital, we can probably start talking of exceeding EUR 30 billion because the excess capital is coming back in our base case.
While we do that and we, in a way, insulate our investors from the environment, the entire organization is actually focusing on improving the core side, the NOP and the GOP side of the equation to end up in 2027 with a bank that can support without buffer the EUR 10 billion and grow from there. This is, in a nutshell, what we're trying to do. Q1 was a good indication, but it started a while back, and we hope we can maintain it.
Thank you. Moving from your lines of defense to offense, you have EUR 10 billion of excess capital. Can you explain to us the trade-off between returning it and investing it, be it in inorganic moves, including stakes? If instead you return it by 2027, as you have said, is it physically possible to offload EUR 10 billion?
The first thing is, and I think it's because of all the noise on M&A and other things, we keep on having the focus, in my opinion, the focus is on the trees and not the forest. The forest is the base plan because if you look at what our base plan will do, both in terms of EPS growth and return on tangible and distribution per share, I don't think you're going to find another bank that much. We have a very, very strong case because we are building on a transformation that still needs to continue. That is the base plan. If you ask me where I spend my time, and without exaggerating, 98% to 99% in the network with the banks that we control to make sure that we execute point by point the strategy that we do. I am quite confident that we are.
That's the base plan. Now, second question or third question, can we return the excess capital by 2027? We absolutely can. It is the commitment of UniCredit. The ECB is well aware about that commitment. I do think that the ECB, while like I, have a preference of probably value additive transaction for as long as the ordinary distribution are clear and do not surpass net income. If the total distribution surpasses net income because we are reversing some excess capital build and bringing back our ratio towards the benchmark of the industry, I don't think that they have ever raised an issue on that.
My view is if there is no better use of it, we have investors have, in a way, been patient with us because during the three years of UniCredit Unlocked phase one, we were supposed to return all the excess capital above 13. We did not because we ended up generating so much more that it was becoming a little bit ridiculous to distribute more. In the second phase, we need to distribute the excess. I am confident about that, and I do not see an issue about that. The trade-offs. The trade-offs are very clear, and we have made them clear from the beginning.
They are that we can employ this excess capital to buy back our own earnings, buy back our own stock. That has a clear return. First of all, the return has decreased because the cost of equity of bank has decreased. At the moment, buy back my own stock yields 11%, 12%. We know we're going to beat what is out there. We know that we're capable of that execution. The level of execution risk in that is minimal. Obviously, in the short term, it floods investors with what they have been waiting for, a return of capital.
My preference is obviously to apply the blueprint we have had for ourselves in the last three years and accelerate the strategy of the next three years by doing acquisitions. That is, if those acquisitions beat the threshold. We will not do acquisitions that are less appealing to our investors and our shareholders than buying back our own stock. If those acquisitions are possible and they are possible at that hurdle rate, we will do them.
Otherwise, and I have spent a lot of time with our shareholders, they want me to return the capital. I am not here to do anything but do the best by my institution, my people, my client, and my shareholders who are financing this bank. Therefore, that is what I will do. Hopefully, we are able to find opportunities that beat that hurdle rate. First of all, we need to get there. As we said in every occasion, we have now a much greater interest, which becomes a condition precedence by government in M&A. You may not even get there. If you get there, then the question is, okay, it is more risky. I need to integrate. When you integrate, you lose some momentum. Is there enough value here to make it worthwhile vis-à-vis buying back my own stock? If the answer is yes, we will do. If the answer is no, we will not do.
That is a question of discipline. There is now something that is a little bit more in the middle, particularly given the politics and particularly given what Target are increasingly doing, which is pulling in politics to defend. I do think that investment banks need to invest in political defense as opposed to value creation. If you do that, then the best way is buying stakes in your strategic targets. Stakes that, however, need to return well above your hurdle rate. If you look at Commerzbank, if you look at Alpha Bank, those stakes return well above 11%, 12%, and well above 15%.
The second thing, they need to have a strategic meaning, i.e., maybe in the medium to longer term, in one case or another, the two banks have an opportunity to either strike a much greater partnership that adds further value or do something more. Therefore, what in the past, as an M&A advisor, would never have advised, today I'm looking at as a possibility in certain extreme cases. I want to be very clear, investment in general is not that. As I have said in Berlin, we will be reducing it and exiting it over time.
Thank you for the very comprehensive answer. At this point, just one name is missing. If I put together your confidence on the further acceleration of your Italian franchise and your hurdle rate and your discipline on M&A, is BAMI a bid that is still worth pursuing?
I would say that obviously, if we made a bid in BAMI, we thought there was value to be created. I think there are two things that have moved on since then. One is there is a condition precedent that is called golden power and a number of other elements that are linked to it, without the definition of which no shareholder of mine would want me to proceed. That is because we may all say, yeah, you can read that paragraph that way. If the paragraph then is not read that way, we have penalties in the tens of billions if we do not fulfill any of the condition of the golden power. If it is not clarified, and obviously, as an Italian, being a little bit sad that we are the only Italian bank to which that has been applied.
At the end of the day, that is not clarified. It is a condition precedence. We will not proceed. We have done everything we could to have a dialogue and to clarify those topics. At the end of the day, there is a certain period of time after which we will need to call it a day. If it is not clarified, we will call it a day. Just to be clear, when I said 20% probability, it is not that I did a multi-variable model and came up with 20%. It is a way of saying that the probability is significantly below 50% at this point because I do not see movement in that direction. The second topic would be, okay, for a second, golden power is not there. All the connected issues are not there. Is it still worthwhile? It is less worthwhile than it was before.
Why is it? Because when we launched this transaction, we did what anybody would do. We assigned a premium on undisturbed price. For those of you who have followed M&A, that means if you have a transaction in flight that is not closed, you do not judge the impact of that transaction until it is closed. In our case, it was Anima. Based on undisturbed price, we offered a 15% or 20% premium, depending if you include dividend or not. After that, a few things changed. One thing that changed was that we were made aware that BAMI required EUR 800 million of pre-tax additional provisions on credit to be brought to the same level of provisioning, excluding overlays, because if I bring it to including overlays, it goes to well over EUR 1 billion, but a lot over the billion, to align with UniCredit.
If I were to do that transaction, regulators would want me to align it to my criteria, not to theirs. That is 6% post-tax of additional credit. The second thing that we realized, and that was probably a good call by Consob, is that we could not execute the share buyback pertaining to 2024, the EUR 3.6 billion, because if we had done that, we would have moved the share count during the transaction. The percentage that would go to BAMI shareholders rather than our shareholders is another 6% to 7%. That is 12%. The third thing is, at least in our opinion, if you take the Anima Holding deal, which by that time, not only in our opinion, did not justify a jump in share price of 15%, but actually should have justified a reduction of share price.
Why? Because without Danish Compromise, as of today, it's the only assumption I have. With an increase of price to 7%, instead of yielding 50% return, it yields less than 11%. The 11% assumes that your competitors in the industry, in financial services, banks, continue to distribute your products, even if it moves from being independent to being owned by you. In my experience, that's not obvious. If they don't distribute, the return is way below 11%. If you just do something simple, which applies to our metrics, and you bring the return of Anima back to 15%, you lose another EUR 700 million. That's another 7%. Fifteen percent, if you want to take the lower end and you add another 20%, another 6% plus 6%, 12% plus 7%, you're back to premia that are at the higher end of what we were ready to pay.
The other proof of nine on the premium is if you merge the two banks at the current exchange ratio, not the one where they are trading, and you just do that and you assume that the synergies are all going to be in, the earnings per share of a shareholder of BPM in 2027 will be 30% higher, for 0%, than what it is standalone. For a shareholder of UniCredit, 5%. If you look at distribution per share, shareholder of BPM or BAMI, 40% higher. Shareholder of UniCredit, 4%. For UniCredit, we are at capacity. We are very close to capacity.
In my opinion, the financials of this deal for a shareholder of BAMI are not controversial. We are at the outer end of what we can pay, which is why it is continuing to pound on. There is no premium just because it's an easy hashtag does not get you very far.
If I connect to the new element in banking M&A, which, as I said, is the political angle. This morning, we heard former French Finance Minister Bruno Le Maire giving a very convinced view on the need for further European integration, which clearly clashes with the mounting protectionist approach of national governments. What is Europe willing to do about this?
I don't know. It's not a question for me. What I would say is the facts that you're referring to. If we were to ask a theoretical question or a general question to almost anyone in Europe, certainly to the European Union on banking union, capital market union, Europe needing larger banks to support the transformation that we need to undergo in order to be more competitive on the world stage and with the US, everybody would be in agreement. However, if you look at all the M&A that is in flight and you exclude the one that is, in a way, connected or driven by a government, you find that every single country where an M&A is in flight is against, in some way, shape, or form, consolidation. By the way, we're going further because in some cases, they're against domestic M&A.
What's happening at the level of Spain is domestic M&A. It is different views within Spain. What is happening here in Italy is domestic M&A. It is different views within Italy. Germany, you could be ambivalent. We have been in Germany 20 years. We have been the third largest bank for 20 years, the dominant bank in Bavaria for 20 years. We have done our job correctly. Are we Italians going into Germany, or are we two German banks coming together to be more competitive against US competition? If you were to look at Germany, the real competition is from the major US banks that are coming into Mittelstand. Germany needs stronger banks. We are either cross-border. I do not think so. Technically, we are in market against.
The only country so far that has taken a positive view on M&A and has really stood by the principle of the European Union and creating a stronger background is Greece. As I said in some of the calls, Greece was unexpected. It happens almost by accident at the beginning. I have to say that the level of partnership, of focus on value creation, on focus on what we can actually do, not only for the bank, but for Greece overall, by bringing more capacity to invest and to finance, has been there present from day one.
Every step, they have taken a very European view in their approach. That is very refreshing. If I take almost any other example I have at the moment, the example goes in the opposite direction. That is single government. If you take the European Union, obviously, they are in favor of stronger bank. I don't think the member states are there yet.
Thank you. As I'm refraining on the digital euro question, you will allow me one question on the Danish Compromise because I can't contain myself on this. Where is the process of UniCredit turning into a financial conglomerate in terms of timing? Do you think the Danish Compromise squared is dead?
For us, as you know very well, because you keep on asking me, I was skeptical on the Danish Compromise. I am still skeptical on the Danish Compromise because it is an arbitrage. I do not like arbitrage because in the big scheme of things, you can do an arbitrage that when things go badly, if the capital is not there, the capital is not there. Saying, oh, but I had the Danish Compromise and the capital is enough, does not make the capital mysteriously appear. I was negative.
However, I could argue, and this is my point of view as well, maybe maturing over time and getting closer to you, that given that there are a lot of other instances in bank capital that are overly restrictive, if you take an overall view on bank capital and you say, okay, on Danish, I have an advantage on insurance. But on this, this, and that, I have a disadvantage. All in all, the economic capital that I'm holding is enough to support any shock in any business at any point in time, which at the end of the day is the point. If you do it like that, then the Danish Compromise is okay if it's not abused, my personal view. For us, what does it mean? For us, it means that we had two partnerships on life insurance.
For us, life insurance is only unit-linked because most of what we have is unit-linked. For those of you who are not aware, we have a 30% to 35% market share in unit-linked in Italy. We, by contract, are entitled and are re-internalizing those two partnerships into the core of a bank. We should be done either this side of Q2 or the other side of Q3, but soon. It then, as you know very well, takes six months or thereabout to get application of financial conglomerate and Danish Compromise. Assuming we do that, I would say that the probability that we do that is very high. Timing, end of Q2, beginning of Q3, depending on timeline.
We would have a negative impact on our capital for six months until it turns into the application of a Danish Compromise, and then the transaction becomes extremely positive from a return standpoint. If I look at it within the broader question, I think that those transactions are quite small. The risk is very benign because they are unit-linked. Therefore, what I just said about Danish Compromise works. What I think is more being debated. One, there is the rule of the law, and I think by the rule of the law, you can go further than what I'm about to say. In general, my view is if I have 10% of capital and I'm buying through Danish 20% of capital, and it costs me only 2% of capital, I think you're taking a risk. Okay?
Therefore, would we be interested in doing more in insurance in general? Yes. Size, much more contained. If you saw, we bought a life insurance company in Greece because size more contained. We are going for bolt-on and strengthening of our fee capability and product capability, but not to an extent where the arbitrage, in my opinion, is excessive. According to the Danish Compromise, in my opinion also, not an opinion, lawyer, I could do something much more stretched, and every bank could in insurance. I think the Danish Compromise is very far from being dead. There is the square that you love very much, that is a little bit of a stretch, but still. I am not in as much of a detail just because I do not read as much as you read on the Danish Compromise.
We have not done a transaction that way. I seem to understand that from a rule standpoint, if the asset management you are doing is very much linked to the management or to the asset management of insurance reserves, you get a pass. If you are just using the arbitrage by buying through an insurance company or an insurance operation an asset management of something that has nothing to do with insurance, they look at it with a lot more critical eye. That is my recollection of that. In all of that, just to make your life even easier, there is grandfathering. People who were using the equivalent of a Danish before were grandfathered, so we say. Why does it not apply to this one? Because they were doing it before. In France, it is very widespread.
In some occasions here in Italy. Therefore, there, you do not really have a Danish Compromise. You have a grandfathering of an existing situation before that is left to go. If any of those institutions were to change, they would not be allowed to reconstruct it on the same terms. That is what. For us, it is re-internalization or unit-linked, and it is doing bolt-on if they were possible, but of a size that you would say, okay, they are buying product capability at a return on investment that is attractive, is not a transformation. You use the word conglomerate and really becoming a conglomerate. No, that is not it for us.
Okay. The room is absolutely packed. I will leave it here for Q&A.
Okay. You asked all the questions.
It's the love, Larzon. That's right. Raise your hand if you want to ask a question. We'll leave it here.
Perfect.
Thank you.
Thank you very much everyone.