Nagarro SE: Persistent and Nagarro sign Business Combination Agreement to form the Persistent - Nagarro Group, a global leader in AI-led digital engineering

Corporate News

- Persistent announces the intention to launch a voluntary public takeover offer for all outstanding Nagarro shares at EUR 81 per share

- All-cash offer represents a highly attractive premium of ~140% to the undisturbed closing price on June 25, 2026, and ~94% to the three-month volume-weighted average price

- Nagarro’s Management and Supervisory Board support the transaction and intend to recommend acceptance of the Offer reflecting their strong shared conviction in the partnership’s strategic merits

- Persistent has already secured an approximately 21% stake1 in Nagarro, with the largest shareholder of Nagarro committing its entire stake under a binding agreement

- In addition, Nagarro Management Board members have declared their intention to accept the Offer and tender their shareholding into the Offer

- Persistent and Nagarro are a perfect strategic fit, combining Persistent’s AI-led engineering leadership, North American scale and partnership depth with Nagarro’s European business, complementary verticals, AI expertise, and ERP and CX delivery, to create a ~USD 2.9 billion AI-led engineering powerhouse with 46,000+ employees across 40+ countries

- Offer is subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares; launch of Offer to follow after approval of offer document by BaFin

- Persistent does not intend to enter into a domination and/or profit and loss transfer agreement (DPLTA) for a duration of two years after closing

- In alignment with Nagarro’s Management Board, Persistent intends to pursue a delisting of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as practicable and legally feasible

June 26, 2026

Munich, Germany and Pune, India

Galaxy Germany Holding SE (the “Bidder”), a wholly-owned direct subsidiary of Persistent Systems Limited (together “Persistent”), today announced a voluntary public takeover offer for all outstanding shares in Nagarro SE (“Nagarro”) (the “Offer”) at a cash consideration of EUR 81 per share (the “Offer Price”). The Offer follows the signing of a Business Combination Agreement (“BCA“) between the Bidder, Persistent and Nagarro. Nagarro’s Management and Supervisory Board support the transaction and intend to recommend acceptance of the Offer to Nagarro shareholders, subject to their review of the offer document.

The Bidder has also entered into a fully binding share purchase agreement with Lantano Beteiligungen GmbH (“Lantano“), the investment vehicle of the largest shareholder of Nagarro, under which Lantano has agreed to sell its entire approximately 21% stake in Nagarro (excluding treasury shares) to the Bidder at the Offer Price. The share purchase agreement has been signed on the date hereof and is subject to customary regulatory approvals.

In addition, members of Nagarro’s Management Board have declared their intention to accept the Offer and tender their shareholding into the Offer.

The proposed combination is designed to create a scaled, globally diversified AI-led digital engineering and enterprise modernization powerhouse with at-scale presence in North America and Europe and meaningful Rest of the World exposure. The combined Persistent – Nagarro group would be better positioned to support multi-region enterprise clients requiring integrated AI, engineering, ERP / CX, data and cloud capabilities across local and global delivery models.FormularbeginnFormularende

Quote from Manas Human, Co-Founder and CEO, Nagarro

"Both Nagarro and Persistent have grown from humble beginnings into strong technology powerhouses with high-quality people and deep client relationships. Now, with the AI revolution, we are entering an era that will reward companies like ours that already have a digital-, data- and AI-DNA. It’s a moment of great opportunity, but it also needs scale and power to make the most of it. With the combined strengths of Persistent and Nagarro, we’ll be able to deliver the complex intelligence transformation programs that our clients are increasingly demanding – at scale, across industries, and across the world. I am excited because I believe that joining forces is a compelling step forward – for the clients, shareholders, and colleagues in both companies."

Quote from Christian Bacherl, Chairman of the Supervisory Board, Nagarro

"Nagarro has been built over decades by exceptional people. In Persistent, we found a partner with shared values, convictions and complementary strengths: a business with genuine AI and Engineering capabilities, the scale to accelerate Nagarro’s ambitions, and a management culture that earns trust. The offer price represents a significant premium over the current share price adequately reflecting Nagarro’s value. The Supervisory Board supports this transaction with full conviction and will recommend acceptance of the offer subject to a review of the offer document."

Quote from Dr. Anand Deshpande, Founder, Chairman of the Board of Directors and Managing Director, Persistent Systems

"At Persistent, we have always believed that great companies are built over decades, not quarters. They are built by talented people, a strong engineering culture, a willingness to innovate, and by earning clients' trust every single day. Those principles have guided us since 1990. When we got to know Nagarro, what stood out was not just the quality of their business, but the similarity of their values. We saw the same respect for engineering, the same entrepreneurial spirit, and the same commitment to building lasting client relationships. That shared foundation gives us confidence that together we can create something even stronger. AI is reshaping our industry at an unprecedented pace. Success will belong to companies that combine deep technical capability with global reach, while continuing to attract, develop and inspire exceptional people. Together, Persistent and Nagarro will be better positioned to help our clients navigate this new era, create greater opportunities for our teams, and build an organisation that will endure for many years to come."

Quote from Sandeep Kalra, Executive Director and Chief Executive Officer, Persistent Systems

"The next wave of enterprise transformation will be defined by AI, engineering excellence, and global scale. Bringing Nagarro and Persistent together is a defining milestone in our journey to build a global, engineering-led technology services leader. Nagarro is an exceptional strategic and cultural fit for Persistent, with shared values, complementary capabilities, and a common commitment to customer success. This combination strengthens our position in Europe, expands our scale in North America, and enhances our ability to help clients accelerate their AI and digital transformation journeys. Together, we are creating one of the industry's leading AI-led, engineering-driven digital transformation companies, creating greater opportunities for our clients, our people, and all our stakeholders."

A compelling offer for all stakeholders

Persistent and Nagarro have the shared conviction that leading the next decade of AI-led digital engineering requires capabilities and local presence of a different order – and this combination accelerates exactly that, bringing together in a single transaction what would otherwise take decades to build organically.

• Attractive premium. The offer price of EUR 81 per share represents a very attractive premium of ~140% to the undisturbed closing price on June 25, 2026, and ~94% to the three-month volume-weighted average price. Persistent believes this represents full and fair value for Nagarro shareholders. At the same time, the transaction is expected to be cash EPS accretive for Persistent shareholders in the first year of the transaction.

• A growth story for employees. The two businesses are highly complementary, creating a larger, more diversified platform with enhanced growth prospects. Employees on both sides would benefit from broader career opportunities, deeper exposure to state-of-the art technologies, global clients and participation in scaled transformation programs. Persistent operates on a culture that values its employees. Multiple awards establish its priority of creating a good workplace. The combination is all about growth. Accordingly, the BCA reflects strong commitments to employee matters, operations and management: Persistent does not intend to effect an amendment to, or a termination of, any existing shop agreements, collective bargaining agreements or similar agreements. Persistent also confirms its commitment to preserving leadership and culture of Nagarro.

• Stronger outcomes for clients. Persistent’s and Nagarro’s clients would gain access to the combined strength of AI-led engineering platforms and solutions; broader set of partnerships with Hyperscalers, ISVs and frontier labs, global delivery infrastructure at scale, deep enterprise operations, ERP and CX capabilities, strong North American and European presence and vertical expertise. The combined offering creates a single partner with end-to-end capability from AI ambition to measurable outcomes.

Persistent will fund the transaction with committed financing from Barclays. Upon consummation of the transaction, the leverage is expected to remain within conservative limits to meaningfully reduce over a 2-year period.

A transaction built on strategic logic

Persistent, recognised as the fastest-growing IT services brand globally in 2026, has built its business on deep technical expertise and outcome-driven delivery. With over 27,500 employees across 21 countries and 24 consecutive quarters of sequential revenue growth, Persistent has demonstrated consistent execution and the durability of its client relationships. Revenue in the last fiscal year reached ~USD 1.7 billion, representing 17.4% year-on-year growth. Persistent has been consistently recognized for best-in-class corporate governance, meeting the highest international standards of transparency and accountability.

Nagarro brings deep AI and digital engineering expertise across sectors, with approximately EUR 1 billion in CY2025 revenue. Nagarro also holds strong client relationships across Europe, including four of Europe's top five automotive manufacturers. Its digital, ERP and CX capabilities across some of the continent's most complex enterprise environments, and its local engineering culture embedded across 40 countries, were built through decades of sustained presence and quality.

The combination would deliver:

• A global leader in AI-led digital engineering: ~USD 2.9 billion revenue run-rate, 46,000+ employees across 40+ countries – including 37,000+ in India, 3,500+ in North America, and 3,000+ in Europe

• Diversified geographic footprint: USD 1.7 billion+ in North American business complemented by USD 600M+ European business; Persistent’s European revenue share (FY26) would increase from 9% to 22% after combination, creating a balanced revenue profile for Persistent – Nagarro Group with North America accounting for 62% and Rest of World increasing from 10% to 16%.

• End-to-end offering and AI stack: Nagarro’s AI, digital, ERP and CX capabilities complement Persistent’s AI capabilities and comprehensive technology platform portfolio

• New dimension of scale: Combination significantly enhances the Total Addressable Market (TAM) to over USD 1,400 billion, with at-scale presence (USD 500M+ combined revenue) across each of Banking, Financial Services and Insurance (BFSI), Healthcare and Life Sciences (HLS), and Technology, Media and Telecommunications (TMT), and strong positions across Industrial (USD 400M+) and Consumer (USD 300M+)

• Deep client franchise: 350+ marquee client relationships, including 4 of the top 5 European automotive firms, 7 of the top 10 US and Indian banks, and 8 of the top 15 healthcare and life sciences companies

• Frontier AI capability: Combination further strengthens the AI Forward Deployed Engineering capabilities, combining both businesses' AI-skilled talent and platforms to accelerate client outcomes in AI-led transformation

• Preserving the strength of two brands. Both companies are well-established, leading brands in the industry. Following the closing of the transaction, the Persistent – Nagarro Group will reflect the essence of both, preserving assets and trust in the market.

Offer Conditions and next steps

The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares, inclusive of shares acquired under the binding share purchase agreement with Lantano and the intention by members of Nagarro’s Management Board to tender into the Offer. Persistent expects to launch the Offer after approval of the offer document by BaFin, with closing anticipated in Q4 CY26 / Q1 CY27, subject to regulatory approvals and other customary conditions.

Persistent does not intend to enter into a domination and/or profit and loss transfer agreement (DPLTA) for a duration of two years after closing.

The Offer forms part of a taking-private strategy. Following completion of the Offer, Persistent intends to pursue a delisting of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as practicable and legally feasible in alignment with the Management Board of Nagarro.

The offer document will be prepared and submitted to the German Federal Financial Supervisory Authority (“BaFin”) for review.

J.P. Morgan is acting as sole financial advisor, Freshfields is acting as legal advisor to Nagarro in connection with the transaction. Barclays is acting as sole financial advisor, Hengeler Mueller and Khaitan are acting as legal advisors to Persistent in connection with the transaction.

Disclaimer and forward-looking statements

This press release is neither an offer to purchase nor a solicitation of an offer to sell Nagarro shares. The final terms of the Offer as well as other provisions relating to the Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of Nagarro shares are strongly advised to read the offer document and all other documents relating to the Offer as soon as they have been made public, as they will contain important information. The offer document for the Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet. (...)

Cliq Digital AG: Extension of acceptance period for public partial share repurchase offer until 8 July 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR OTHER COUNTRIES IN WHICH THE DISTRIBUTION OR PUBLICATION COULD BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

Düsseldorf, 15 June 2026. The management board of Cliq Digital AG ("CLIQ" or the "Company") (ISIN DE000A35JS40) with the approval of the supervisory board of the Company has resolved to extend the acceptance period for its public partial share repurchase offer. The offer covers up to 2,987,012 CLIQ shares at a price of EUR 3.85 per share (the "Repurchase Offer").

The acceptance period, originally scheduled to expire on 15 June 2026 at 24:00 hours (CEST), has been extended to 8 July 2026 at 24:00 hours (CEST). 

The decision to extent the acceptance period was made against the background that several shareholders have informed the Company of practical complications encountered in the process of tendering their CLIQ Shares through their respective custodian banks, as announced by the Company on 9 June 2026.

The extension announcement has been published in the Federal Gazette (https://www.bundesanzeiger.de) and on the Company's website (https://cliqdigital.com/investors/) in the "News & Shareholder Centre" section under "Share Repurchase Offer". The full offer document, containing further details of the Repurchase Offer, is also available there.

AUSTRIACARD HOLDINGS AG: Publication of Offer Document related to DNP’s Voluntary Public Takeover Offer

Vienna, June 12, 2026

AUSTRIACARD HOLDINGS AG (the “Company”), following its previous announcements of May 13, 2026 in relation to Dai Nippon Printing Co., Ltd’s ("DNP" or the "Bidder") intention to make a voluntary public takeover offer (the “Offer”), hereby announces that the Bidder has submitted the official offer document (“Offer Document”) to the Company, after its review by the Austrian Takeover Commission. The Offer Document will be published on the Federal Electronic Announcement and Information Platform (EVI, available at https://www.evi.gv.at/), as well as on the websites of the Bidder (www.global.dnp/index.html), the Company (www.austriacard.com) and the Austrian Takeover Commission (http://www.takeover.at). The Offer Document will be also available free of charge in printed form at the registered office of Raiffeisen Bank International AG, Am Stadtpark 9, 1030 Vienna, during regular business hours. Raiffeisen Bank International AG will act as payment and settlement agent.

ABOUT AUSTRIACARD HOLDINGS 

AUSTRIACARD HOLDINGS AG leverages over 130 years of experience in information management, printing, and communications to deliver secure and transparent experiences for its customers. They offer a comprehensive suite of products and services, including payment solutions, identification solutions, smart cards, card personalization, digitization solutions, and secure data management. ACAG employs a global workforce of 2,360 people and is publicly traded on both the Euronext Athens and Vienna Stock Exchanges under the symbol ACAG.

Commerzbank Aktiengesellschaft: Commerzbank recommends critical assessment of UniCredit’s potentially misleading information regarding the support of its tender offer

- UniCredit’s filing does not reflect equivalent ownership, voting rights or control, as directly held shares, derivative positions and tendered shares should not be interpreted as aggregate position

- According to data available to Commerzbank, the reported 7.58% in tendered shares are largely directly or indirectly linked to UniCredit's derivative counterparties – not independent investors.

- The current implied offer price being below Commerzbank’s current share price provides no economic rationale for shareholders to tender their shares

- Commerzbank has requested BaFin to review the matter

- Commerzbank recommends not to draw definitive conclusions on ownership or shareholder support until the facts are fully assessed

Commerzbank AG has taken note of UniCredit’s most recent report regarding the acceptance of its takeover offer published on 2 June 2026. In Commerzbank’s view, the most recent figures communicated by UniCredit are misleading without supporting explanations and give rise to the suspicion of actions that create a false impression of an artificially inflated position that needs to be investigated. As a result of UniCredit’s filings, public discussion has increasingly combined directly held shares, tendered shares, derivative positions and other forms of economic exposure, with some reporting listing aggregate figures exceeding 50%. However, these categories are fundamentally different, seem to include double counting and should not be treated as interchangeable.

According to UniCredit’s own disclosures, approximately 27% of Commerzbank shares are currently held directly. The remaining reported positions largely relate to tendered shares and derivative instruments, and should not be interpreted as reflecting equivalent levels of physical share ownership, voting rights or control. Three factors warrant clarification:

No visibility of market-standard hedging of derivatives

Based on ownership information provided by the custodian banks to Commerzbank, investment banks and capital markets intermediaries identified as counterparties in connection with UniCredit’s reported derivative positions collectively hold only a limited proportion of actual Commerzbank shares as a hedge against their derivates. As a result, a substantial number of additional shares would still need to be acquired from existing shareholders in the market before ownership levels corresponding to those currently discussed in public commentary could be achieved.

Tendered shares stem largely from UniCredit derivative counterparties

The recently reported tendered shares in the aggregate volume of 7.58% raise significant questions regarding their economic origin and interpretation. Based on the provided information, no tendering of a single institutional investor could be identified yet and the sum of all retail tendering totals to a shareholding of around 0.05% only. The overall tendered volume largely stems from banks and related entities, some of which are notified derivative counterparties of UniCredit such as Nomura with 2.06%. Against this background, the provided data indicates that contrary to statements by UniCredit the reported tendered shares cannot be regarded as evidence of independent shareholder support for the offer.

Rationale of tendering banks highly unclear

It is notable that significant tender activity has occurred despite the fact that Commerzbank shares have been constantly trading above the implied value of the offer consideration. Moreover, such tenders are very unusual in the middle of the offer period. Further transparency by respective market participants is hence required regarding the economic incentives, arrangements and relationships underlying the aforementioned tenders.

Commerzbank asking for probe by supervisory authority

Given the significant market and regulatory implications of these issues and the significant concerns raised by  its shareholders, Commerzbank is providing the German Federal Financial Supervisory Authority (BaFin) with relevant publicly available information as well as its own analysis and findings and supports a comprehensive review of the relevant facts to provide the market with a complete information picture. Transparency and careful supervisory assessment are in the interests of all market participants, shareholders and stakeholders. This is particularly important in the context of an ongoing offer process, in which shareholders should be able to make decisions on the basis of complete, accurate and properly contextualised information. Commerzbank recommends that market participants and investors refrain from drawing definitive conclusions regarding ownership positions, influence, control or the ultimate level of shareholder support for the offer until the relevant facts have been fully assessed and appropriately disclosed. Commerzbank also encourages institutional investors to review and reconsider the share lending activities of their custodians given their potential usage in tendering.

Commission opens in-depth foreign subsidies investigation into JD.com's proposed acquisition of CECONOMY

Press release    May 28, 2026 

The European Commission has opened an in-depth investigation to assess, under the Foreign Subsidies Regulation ('FSR'), the proposed acquisition by JD.com, Inc. ('JD.com') of CECONOMY AG ('CECONOMY'). The Commission has preliminary concerns that JD.com may have been granted foreign subsidies that could distort the EU internal market.

JD.com belongs to a group operating a retail business and an online e-commerce marketplace in the People's Republic of China ('PRC'). CECONOMY is a German retail company operating in the brick-and-mortar and online retail businesses, specialised in the field of consumer electronics and home appliances.

The Commission's preliminary concerns

The preliminary investigation indicates that JD.com may have received foreign subsidies distorting the EU internal market. These include preferential financing, tax incentives and grants provided by entities possibly attributable to the PRC.

In particular, the Commission preliminarily identified concerns that the potential foreign subsidies have enabled JD.com to offer conditions that potentially distorted the negotiation process related to the acquisition of CECONOMY. The Commission also has preliminary concerns that the transaction could allow the merged entity to adopt investment and business strategies that could impact competitive conditions in the EU internal market.

During its in-depth investigation, the Commission will assess in particular:

• Whether the potential foreign subsidies received by JD.com distorted the outcome of the acquisition process, notably by enabling JD.com to offer a high price and to support CECONOMY's economic activities and growth plan through JD.com's own technological and logistics capabilities.
• Whether such potential foreign subsidies may improve the competitive position of the merged entity and lead to a negative impact in the internal market, with respect to its activities after the transaction.

The transaction was notified to the Commission on 17 April 2026. The Commission now has 90 working days, until 2 October 2026, to take a decision. The opening of an in-depth investigation does not prejudge the outcome of the investigation.

Companies and products

JD.com, headquartered in the Cayman Islands, is a holding company listed on the Nasdaq and the Hong Kong Stock Exchange, heading a group operating a retail business and an e-commerce marketplace in the PRC, as well as providing logistic and technological solutions.

CECONOMY, headquartered in Germany, is a retail company specialised in the field of consumer electronics and home appliances. Its main brands are MediaMarkt, MediaWorld and Saturn, which operate online and brick-and-mortar retail businesses in several Member States.  

The procedure under the Foreign Subsidies Regulation

The FSR started to apply on 13 July 2023. The Regulation enables the Commission to address distortions caused by foreign subsidies, and thereby ensures a level playing field for all companies operating in the internal market while remaining open to trade and investment.

According to the FSR, companies must notify concentrations to the Commission when at least one of the merging companies, the acquired company or the joint venture is established in the EU and generates an EU turnover of at least €500 million, and when the parties were granted at least €50 million in combined aggregate foreign financial contributions from third countries in the three years prior to the concentration.

By the end of its 90-working day in-depth investigation the Commission may (i) accept commitments proposed by the company if they fully and effectively remedy the distortion, (ii) prohibit the concentration, or (iii) issue a no-objection decision.

For more information

More information will be available on the Commission's competition website, in the Commission's public case register under the case number FS.100253.

UniCredit already holds a 38.87% stake in Commerzbank

According to a voting rights notification published by Commerzbank yesterday, UniCredit S.p.A. now holds a 38.87% stake, up from the most recently reported 32.64%; of this, 26.77% is held directly via shares and 12.10% via "instruments" (total return swaps).

A voting rights share of just under 40% is likely to be sufficient to secure a majority at Commerzbank’s Annual General Meeting.

Commerzbank Aktiengesellschaft: Commerzbank Board of Managing Directors and Supervisory Board recommend that shareholders not accept UniCredit’s exchange offer – greater value creation through successful stand-alone strategy

18 May 2026

- Board of Managing Directors and Supervisory Board publish joint reasoned statement

- Offer provides no adequate premium and does not reflect the fundamental value of Commerzbank

- UniCredit’s plan is vague and entails considerable risks

- UniCredit significantly underestimates revenue losses, overestimates synergies, and assumes an unrealistic implementation timeline

- Commerzbank’s “Momentum 2030” strategy creates greater value with low implementation risks – shareholders who remain invested participate in that upside

The Board of Managing Directors and Supervisory Board of Commerzbank AG have today published their joint reasoned statement pursuant to Sec. 27 (1) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) on the voluntary public takeover offer in the form of an exchange offer by UniCredit S.p.A. Following careful review of the offer document dated 5 May 2026, they reach a clear conclusion: UniCredit is not offering Commerzbank shareholders an adequate premium and it has not presented a coherent and credible strategic plan for a combination. Both bodies are convinced that, by implementing the “Momentum 2030” strategy, Commerzbank creates greater value on a stand-alone basis than UniCredit’s proposal. The Board of Managing Directors and Supervisory Board of Commerzbank recommend that Commerzbank shareholders do not accept the offer.

Offer does not adequately reflect the fundamental value and upside potential of Commerzbank

 The Board of Managing Directors and Supervisory Board have conducted a comprehensive assessment of the adequacy of the offer consideration. This assessment took into account, among other factors, the historical share price performance of the Commerzbank share, the statutory minimum price, equity research analysts’ target prices, customary takeover premiums in public takeover offers, valuation multiples of European banks, and the value potential of Commerzbank based on its current business plan and “Momentum 2030” strategy.

The conclusion is unambiguous: the implied offer value constitutes a significant discount compared to the long-term value creation potential of Commerzbank as well as to the current trading metrics. Since the announcement of the offer, the Commerzbank share has closed above the implied offer value on every single trading day. On 15 May 2026, the last trading day prior to the publication of the reasoned statement, the implied offer value of €34.56 again fell short of Commerzbank’s closing share price of €36.48. Independent equity research analysts place the median target price for the Commerzbank share already at approximately €41.50.

Based on this analysis, the Board of Managing Directors and Supervisory Board conclude that the financial consideration of the unsolicited offer is not adequate. It is based exclusively on the statutory minimum consideration and is therefore an opportunistic attempt to acquire control. It neither reflects the fundamental value of Commerzbank nor does it offer an adequate premium to Commerzbank shareholders. By launching this offer, UniCredit will bring itself into a position to obtain control over Commerzbank without offering adequate compensation to Commerzbank shareholders.

“UniCredit’s takeover offer does not offer an adequate premium to our shareholders. What is described as a combination is in fact a restructuring proposal that would massively impact our proven and profitable business model,” said Bettina Orlopp, Chief Executive Officer. “At Commerzbank, we have a clear and successful strategy, which offers an attractive growth case to our shareholders. That is the benchmark.”

UniCredit’s plan for Commerzbank is vague and entails considerable risks

 In the view of the Board of Managing Directors and Supervisory Board, UniCredit is inaccurately assessing the revenue losses, cost saving potential, and restructuring costs as well as the time required to implement its planned measures. This applies in particular to the headcount reductions envisaged by UniCredit, the complex IT integration, and revenue losses arising from overlaps in the Corporate Clients business. In summary, UniCredit’s synergy assumptions are neither robust nor convincing and are described by UniCredit itself as “speculative”. Furthermore, the planned reduction of Commerzbank’s international network would significantly weaken the Bank’s ability to support the export-oriented German Mittelstand worldwide. The envisaged dismantling of existing business activities would have significant negative impact on customer relationships, market position, and revenue streams.

In the view of the Board of Managing Directors and the Supervisory Board, realising synergies and executing any realistic forward-looking earnings plan require constructive and trusting cooperation. The foundation for such cooperation has been severely undermined among Commerzbank’s stakeholders by UniCredit’s ongoing uncoordinated conduct and its repeatedly misleading communications.

“UniCredit’s speculative proposals entail considerable risks, posing a threat to the customer relationships Commerzbank has built on trust and reliability, as well as the motivation of its employees. As the offer is structured as a share exchange in UniCredit shares, Commerzbank shareholders who accept the offer would have to take on these risks as future UniCredit shareholders. This further underscores why we recommend that shareholders do not accept the offer,” said Jens Weidmann, Chairman of the Supervisory Board.

Commerzbank shareholders are asked to bear the risks of an offer with an uncertain outcome

The outcome of UniCredit’s offer is open and uncertain for Commerzbank shareholders: There is no clarity as to which ownership thresholds will ultimately be reached and no certainty as to whether the promised synergies can be achieved.

Unlike a cash offer, the actual value of the consideration remains uncertain until settlement and depends on the performance of the UniCredit share price. UniCredit does not expect settlement until 2027, with the offer document citing 2 July 2027 as the latest possible settlement date.

“Momentum 2030” provides Commerzbank with a clearly defined growth path and creates greater value on a stand-alone basis – with low implementation risks

Commerzbank today is in its strongest position in many years. Following a record result in 2025, it has made a very strong start to 2026. With its refined “Momentum 2030” strategy, the Bank is consistently pursuing growth and transformation, with artificial intelligence as a key catalyst for increasing profitability and creating value for its shareholders – on a stand-alone basis and with low implementation risk. Any alternative must be assessed against this benchmark.

With “Momentum 2030”, Commerzbank plans to increase revenues to €16.8 billion by 2030, grow net profit to €5.9 billion, improve the cost-income ratio including compulsory contributions to 43% and excluding compulsory contributions to 41%, and achieve a net return on tangible equity of 21%. Shareholders benefit directly from the success of this strategy: by 2030, Commerzbank intends to return approximately half of its current market capitalisation to shareholders through dividends and share buybacks. The Bank targets a payout ratio of 100% until its CET 1 target ratio of 13.5% is reached. For the 2025 financial year, Commerzbank has proposed a record dividend of €1.10 per share for approval at the Annual General Meeting.

The Board of Managing Directors and Supervisory Board of Commerzbank are convinced: the implementation of the “Momentum 2030” strategy offers significantly greater and more sustainable value creation potential than the alternative outlined by UniCredit. Shareholders who remain invested continue to directly participate in that value creation.

The Board of Managing Directors and Supervisory Board of Commerzbank have been and will remain open to dialogue if UniCredit is prepared to offer Commerzbank shareholders an attractive premium and to engage on a plan that builds on the strengths of Commerzbank’s business model and its strategy. By taking this position, Commerzbank continues to act in the best interests of its shareholders, customers, and employees.

Publication of the reasoned statement

 The joint reasoned statement of the Board of Managing Directors and Supervisory Board is available in German and as a non-binding English translation on the Commerzbank website.

This press release does not constitute a supplement, explanation or summary of the joint reasoned statement of the Board of Managing Directors and Supervisory Board pursuant to Sec. 27 WpÜG. Commerzbank shareholders are recommended to carefully and thoroughly read the offer document published by UniCredit, the joint reasoned statement of Commerzbank’s Board of Managing Directors and Supervisory Board, and all further documents published in connection with the offer before deciding whether or not to accept the offer.

Hamburger Hafen und Logistik AG: Port of Hamburg Beteiligungsgesellschaft SE sets cash compensation for HHLA minority shareholders at € 21.16

Disclosure of an inside information in acc. to Article 17 of the Market Abuse Regulation

Hamburg, 21 April 2026 | Port of Hamburg Beteiligungsgesellschaft SE (PoH) has set the cash settlement for the class A shares of the minority shareholders of Hamburger Hafen und Logistik AG (HHLA) (ISIN: DE000A0S8488) to be transferred as part of the squeeze-out under stock corporation law at € 21.16. PoH, whose shares are held by the Free and Hanseatic City of Hamburg and the MSC Group, holds more than 95 percent of HHLA’s shares and is thus the majority shareholder within the meaning of Section 327a of the German Stock Corporation Act (AktG).

On 5 January 2026, PoH had notified the HHLA Executive Board that it intended to transfer the HHLA class A shares held by minority shareholders to PoH in exchange for an appropriate cash compensation. The amount of the cash compensation was determined based on statutory provisions and current case law, which takes into account the average price of the class A share over the three months preceding the announcement of the squeeze-out. In addition, an independent business valuation was conducted. The adequacy of the cash compensation was reviewed by a court-appointed auditor.

The squeeze-out under stock corporation law becomes effective upon approval by the Annual General Meeting and entry in the Commercial Register. The Annual General Meeting will take place on 11 June 2026. The notice of the meeting will be announced separately.

centrotherm international AG: Centrotherm AcquiCo AG submits specified request for the squeeze-out of minority shareholders of centrotherm international AG pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under merger law)

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Blaubeuren, 15 May 2026 – Today, Centrotherm AcquiCo AG, Frankfurt am Main (“Main Shareholder”), submitted to centrotherm international AG (“Company”) its specified request for the squeeze-out of the Company’s minority shareholders pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under merger law).

By letter dated 17 December 2025, the Main Shareholder had requested the Company’s management board to have a resolution passed at a shareholders’ meeting of the Company, which is yet to be convened, in connection with a group merger of the Company as the transferring entity to the Main Shareholder as the acquiring entity, on the transfer of the shares of the Company’s remaining shareholders (“Minority Shareholders”) to the Main Shareholder against payment of an adequate cash compensation pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (“Squeeze-Out”).

In its letter dated 15 May 2026, the Main Shareholder has confirmed that it continues to hold shares in the Company representing 90.00% of the Company’s share capital and determined the amount of the adequate cash compensation for the transfer of the shares held by the Minority Shareholders to be EUR 8.74 per ordinary bearer share with no-par value of the Company. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate.

The merger agreement between the Company as transferring entity and the Main Shareholder as acquiring entity will be executed and notarized later today. The resolution of the Company’s shareholders’ meeting on the Squeeze-Out is intended to be adopted at the Company’s annual general meeting, which will take place on 30 June 2026.

The Squeeze-Out will take effect subject to the approval of the Company’s shareholders’ meeting and the registration of this resolution and the merger with the Company’s commercial register as well as the registration of the merger with the commercial register of the Main Shareholder. The shares of the Minority Shareholders will only be transferred to the Main Shareholder once the merger has been registered with the commercial register of the Main Shareholder.

Commerzbank Aktiengesellschaft: Commerzbank Takes Note of Publication of UniCredit’s Offer Document

- UniCredit publishes offer document on unchanged terms: 0.485 UniCredit shares per Commerzbank share, equivalent to approximately €31.07 per share based on UniCredit’s closing price of €64.06 as of 4 May 2026

- Implied offer price represents a discount of 8.7% to the prior day's closing price of Commerzbank of €34.02

- Commerzbank’s Board of Managing Directors and Supervisory Board will review the offer document and publish their reasoned opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG)

- Commerzbank will present quarterly results and strategy update through 2030 on 8 May 2026

Commerzbank AG takes note of the offer document published today by UniCredit S.p.A. as part of its unsolicited takeover offer.

The offer reflects the terms announced on 16 March 2026: UniCredit is offering 0.485 new UniCredit shares per Commerzbank share, which, based on UniCredit’s closing price of €64.06 as of 4 May 2026, the day prior to publication of the offer document, corresponds to a price of approximately €31.07. The implied offer price thus represents a discount of 8.7% to the prior day’s closing price of Commerzbank shares of €34.02.

The Board of Managing Directors and the Supervisory Board of Commerzbank will carefully review the offer document and publish their reasoned opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) within the statutory deadline.

On 8 May, Commerzbank will present its quarterly results alongside a strategy update including updated financial targets through 2030.

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Offer document of UniCredit S.p.A.:

https://www.unicreditgroup.eu/content/dam/unicreditgroup-eu/documents/en/investors/unicredit-unlimited-next-phase/Offer-Document-dated-5-May-2026-including-Exemption-Document.pdf

UniCredit: Extraordinary Shareholders' Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Extraordinary Shareholders' Meeting

The Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held today in Milan and resolved on the single item on the agenda.

The Shareholders' Meeting - with 99.55%per cent of the share capital present and entitled to vote - has resolved to grant to the Board of Directors the power, pursuant to article 2443 of the Italian Civil Code, to resolve upon, also in more tranches within 31 December 2027, a separable share capital increase for payment for a maximum nominal amount of Euro 6,704,080,000, plus share premium, by issuing maximum 470,000,000 shares, with ordinary rights and the same characteristics as the shares already outstanding on the issue date, without pre-emptive rights pursuant to Article 2441, paragraph 4 of the Italian Civil Code, to be executed through the contribution in kind of the ordinary shares of Commerzbank Aktiengesellschaft tendered in the voluntary public takeover offer in the form of an exchange offer having as its object all of the ordinary shares of Commerzbank Aktiengesellschaft not directly held by UniCredit, and announced by UniCredit on March 16, 2026 by virtue of the announcement pursuant to Section 10 para. 1 sentence 1 of the German Securities Acquisition and Takeover Act.

The Board of Directors shall, among other things, have the power to establish, in compliance with the above mentioned limitations, the amount of the capital increase, the issue price of the newly issued ordinary shares (including any share premium), any other terms and conditions of the delegated capital increase, within the limitations set forth by the applicable regulations.

The Shareholders' Meeting also resolved to amend Article 6 of the Articles of Association accordingly.

For a complete view of the voting outcome, please refer to the "Summary report of the votes" which will be published within the terms of the law on the Company's website.

It should also be noted that the minutes of the meeting will be published on the Company's website as well as on the website of the authorised storage mechanism "eMarket STORAGE" managed by Teleborsa S.r.l. (www.emarketstorage.it/en) and will be made available to shareholders at the Company's registered office in Milan in accordance with the terms provided for by current legislation.

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The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither UniCredit nor any of its representatives accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations.

This press release is neither an offer to sell or purchase nor a solicitation of an offer to sell or purchase Commerzbank shares. The definite terms and conditions of the offer, as well as further provisions concerning the offer, will be published in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Commerzbank Shares are strongly advised to read the offer document and all other documents regarding the offer as soon as they are published, as they will contain important information.

Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, an offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.

The offer will exclusively be subject to the laws of the Federal Republic of Germany. Any agreement that is entered into as a result of accepting the offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

For Commerzbank shareholders whose place of residence, incorporation or place of habitual abode is outside of the Federal Republic of Germany, it may be difficult to enforce rights and claims arising outside of the laws of their country of residency, incorporation or place of habitual abode, since Commerzbank is incorporated in the Federal Republic of Ger-many and some or all of its officers and directors may be residents of a country other than the country of residency, incorporation or place of habitual abode of the respective shareholders. It may not be possible for such Commerzbank shareholders to sue a foreign company or its officers or directors for violations of the laws of their country of residency, incorporation or place of habitual abode in a court in their country of residency, incorporation or place of habitual abode. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of their country of residency, incorporation or place of habitual abode.

Notice to Commerzbank shareholders in the United States

The offer will exclusively be subject to the laws of the Federal Republic of Germany which differ from the disclosure, procedural, and filing requirements of the US tender offer rules under the US Securities Exchange Act of 1934, as amended (the Exchange Act) for tender offers for the securities of domestic US companies. The Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) and Regulation 14E under the Exchange Act.

The new ordinary shares in UniCredit offered as consideration for the tendered Commerzbank shares will not be registered under the US Securities Act of 1933, as amended (the Securities Act), and such shares in UniCredit may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.

Neither the offer nor this press release have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the offer, or determined if the information contained in this press release is adequate, accurate or complete. Any representation to the contrary is a criminal offense in the United States.

Forward-looking Statements

This press release contains certain forward-looking statements. These statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar words. Such statements express our intentions, opinions or current expectations, with respect to possible future events, e.g. regarding possible consequences of the offer for Commerzbank and the Commerzbank shareholders or for future financial results of Commerzbank.

Such forward-looking statements are based on the current plans, estimates and forecasts, which we have made to the best of our knowledge, but do not purport to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by us. The forward-looking statements contained in this press release could turn out to be incorrect and future events and developments could considerably deviate from the forward-looking statements contained in this press release.

UniCredit is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

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 Milan, 4 May 2026

Commerzbank Aktiengesellschaft: Commerzbank Rejects UniCredit’s Hostile Approach; Reaffirms Superior Value of Standalone Momentum Strategy

- Rejection of Hostile Approach: Commerzbank formally rejects UniCredit’s continued hostile tactics and misleading characterisations, which undermine the fundamental trust essential to the banking business and the interests of all stakeholders.

- Superior Standalone Value: The Bank reaffirms the significant upside potential of its independent strategy, which delivers proven value with limited execution risk.

- Speculative vs. Successful Model: UniCredit’s “restructuring proposal” is a speculative attempt to dismantle Commerzbank’s successful business model rather than a credible plan for value creation.

- Absence of Premium: Despite its aggressive pursuit of control, UniCredit has again failed to propose a commensurate premium to Commerzbank shareholders.

- Strategic Update: Commerzbank will present its updated financial targets and 2030 strategy alongside its Q1 results on 8 May 2026.

Commerzbank has taken note of UniCredit S.p.A.’s presentation of 20 April 2026. As set out in Commerzbank’s statement of 7 April 2026, Commerzbank has tried to engage constructively with UniCredit but no concrete combination plan for a mutually agreeable value-accretive transaction nor any reliable indications for a commensurate control premium from UniCredit have been put forward. UniCredit’s communication today has reconfirmed those fundamental shortcomings and laid bare a couple of core elements and facts about UniCredit’s pursuit of Commerzbank.

“What UniCredit has presented today is not a value-creating business combination – it is a stand-alone restructuring proposal that has to be evaluated against the existing strategy of Commerzbank that delivers real, reliable value with limited execution risk. We are astonished that it took UniCredit more than 18 months to present a unilateral plan that lacks basic understanding of the drivers of our business model despite regular investor meetings during this period,” said Bettina Orlopp, Chief Executive Officer of Commerzbank.

Another escalation in a highly aggressive and hostile approach

UniCredit’s communication today reconfirms the persistent lack of any desire to put forward a constructive proposal. It rather follows a consistent pattern over more than 18 months starting with an unsolicited stake-building via financial instruments, repeated attacks on Commerzbank’s business model and management, and the announcement of an unsolicited public takeover offer whilst accusing Commerzbank of its supposed unwillingness to engage constructively. A takeover pursued in this manner is destructive to shareholder value and stakeholder trust, which is essential in banking.

Still no real combination plan

What UniCredit described today is not a convincing combination case. It is an attempted restructuring proposal by a direct competitor, cutting into the core value chain of the German Mittelstand regarding its international business and trade finance. It comprises a compression of Commerzbank’s cost base modelled on HypoVereinsbank, and a reorientation away from the Mittelstand franchise that defines the Bank’s competitive position. At the same time, UniCredit has not revealed any substantive new details on its actual combination plan – be it actual levers, cost-to-achieve or timeline. This has been repeatedly requested by Commerzbank and been denied to date. Any supposed combination benefits presented today remain vague and back-end loaded with implementation starting only from 2029/2030 onwards and realisation potentially taking “a couple of years”.

Still no premium to Commerzbank shareholders

UniCredit has reiterated its desire to obtain control over Commerzbank, but instead of offering Commerzbank shareholders a commensurate premium for such control it is seeking to obtain, it does the opposite and is attacking the current performance and valuation of Commerzbank. This is highly concerning from a governance, regulatory and shareholder perspective. Commerzbank re-emphasises that any takeover offer must include a market-standard premium, next to a combination case that creates value for all stakeholders.

Our Momentum strategy delivers – and the case will be made in full on 8 May

Commerzbank’s standalone Momentum strategy is working. The Bank delivered its best operating result in its history in the financial year 2025, with operating profit up 18% to €4.5 billion and all self-imposed growth targets met or exceeded – without dismantling its international footprint and without the execution risks inherent in a cross-border banking merger.

On 8 May 2026, Commerzbank will present its updated financial targets and strategy through to 2030 and will set out a comprehensive response to UniCredit’s specific claims once UniCredit has also published the full details of its announced take-over offer to Commerzbank shareholders. The events over the past 18 months have shown that UniCredit may opportunistically revise its communicated plans and intentions within short notice. Commerzbank remains highly concerned about the nature and level of attack UniCredit has chosen vis-à-vis a competitor and a systematically relevant bank.

Commerzbank Aktiengesellschaft: Commerzbank reaffirms upside potential of its existing business strategy and currently sees no basis for a mutually agreed value-accretive transaction after interactions with UniCredit

- Commerzbank comments on UniCredit’s most recent publications

- Interactions with UniCredit have, in Commerzbank’s view, not demonstrated sufficient value upside potential for its shareholders beyond the current standalone strategy

- UniCredit has also shown no willingness to offer Commerzbank shareholders a necessary adequate premium

- On this basis, an agreed solution is currently not evident

- Commerzbank plans to publish the previously announced upgrade to its financial targets alongside its quarterly results on 8 May 2026

Commerzbank has taken note of the publications by UniCredit S.p.A. dated 3 April 2026, which are related to the invitation to UniCredit’s extraordinary general meeting. Commerzbank disagrees with the conclusions drawn therein in large part, and in particular with the assertion that Commerzbank has refused to engage constructively with UniCredit on a value-creating transaction.

In recent weeks, several interactions have taken place with UniCredit – the last shortly before the aforementioned UniCredit publications – in order to constructively explore the basis and benefits of the takeover offer announced by UniCredit to Commerzbank’s shareholders.

In addition, there has been regular and transparent dialogue with UniCredit as shareholder over the past 18 months. During this time, however, UniCredit did not raise any specific requests or suggestions – for example regarding Commerzbank's business model or potential areas of cooperation – nor did it put forward any potential cornerstones of a transaction.

The cornerstones of a transaction outlined now verbally by UniCredit have, in Commerzbank’s view, not demonstrated sufficient value creation potential for Commerzbank’s shareholders beyond the current standalone strategy and its planning horizon. A significant part of the potential outlined by UniCredit is not based on a combination of the two institutions and can therefore also be realized by Commerzbank independently, without the significant execution risks associated with a transaction. Furthermore, UniCredit has repeatedly confirmed in the interactions that it currently sees no room for a necessary market-standard premium or an improvement of the terms of its public takeover offer announced on 16 March 2026.

On this basis, an agreed solution is currently not evident to Commerzbank. Furthermore, UniCredit’s actions and announcements to date have been repeatedly made without prior coordination with Commerzbank. This approach makes it difficult to build the mutual trust necessary for a successful transaction.

Commerzbank will continue to focus on the successful implementation of its standalone strategy. The Momentum strategy is value-creating, the operational momentum is sustainable, and its execution follows a clearly communicated strategic agenda with low execution risks.

In this context, Commerzbank will announce increased financial targets – as already indicated in February – as well as further details of its strategy update with the publication of its quarterly results on 8 May 2026. As previously communicated, the company sees additional upside beyond the targets originally set for 2028.

Commerzbank remains open to discussions and proposals that create concrete value for its shareholders and stakeholders.

Covestro AG: XRG P.J.S.C., Abu Dhabi, UAE, submits formal squeeze-out request and sets the cash compensation for the transfer of the shares held by minority shareholders of Covestro AG at EUR 59.46 per share

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014 

XRG P.J.S.C., Abu Dhabi, United Arab Emirates (“XRG”), today submitted to the Board of Management of Covestro AG (ISIN: DE0006062144 / WKN 606214) the formal request in accordance with Section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz) to convene a general meeting of Covestro AG at which a resolution is to be passed on the transfer of the shares of the company’s remaining shareholders (minority shareholders) to XRG in exchange for an appropriate cash compensation (so-called squeeze-out under stock corporation law), and in doing so disclosed the cash compensation per share it has determined.

XRG has informed Covestro AG that it holds a 95.1% stake in the share capital of Covestro AG (before deduction of Covestro AG’s treasury shares) directly and through its wholly-owned indirect subsidiary ADNOC International Germany Holding AG. It is thus the majority shareholder within the meaning of Section 327a para. 1 sentence 1 of the German Stock Corporation Act.

XRG has further announced that it has set the cash compensation for the transfer of the shares held by the minority shareholders of Covestro AG at EUR 59.46 per share of Covestro AG. The determined cash compensation is based on an expert opinion issued by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.

The squeeze-out under stock corporation law will not take effect until the transfer resolution is entered in the commercial register of Covestro AG. Covestro AG plans to submit the resolution on the squeeze-out under German stock corporation law for approval at its ordinary general meeting, which is expected to be held on 19 May 2026. The convocation will be published separately.

CLIQ Digital AG: Extraordinary General Meeting on 24 April 2026

DÜSSELDORF, 13 March 2026 – The Management Board and Supervisory Board of CLIQ Digital AG (“CLIQ” or the “Company”) today decided to invite its shareholders to an extraordinary general meeting (“EGM 2026”) on 24 April 2026, at 10:00 a.m. (CEST). The invitation to the EGM 2026 will be published shortly in the Federal Gazette and on the Company's website. The reason for the EGM 2026 is a request for convocation by the shareholder Dylan Media B.V. (“Dylan Media”) dated 10 March 2026, about which the Company has already informed the capital market by means of an ad hoc announcement on the same day (“Request for Convocation”).

In the Request for Convocation, Dylan Media formally requested that the agenda of the EGM 2026 includes a resolution on the implementation of a public partial repurchase offer by the Company to all shareholders to acquire up to 2,987,012 shares, corresponding to approximately 51% of the Company's share capital, for a consideration of EUR 3.85 per share (“Repurchase Offer”), combined with a decrease of the Company's share capital by redeeming the shares to be acquired under the Repurchase Offer.

If the proposed resolution is approved at the EGM 2026, CLIQ will publish a Repurchase Offer which will enable the Company's shareholders, within the scope of the approved repurchase volume, to sell their shares to the Company at a price of EUR 3.85 per share. Dylan Media has undertaken towards the Company not to accept the Repurchase Offer. The shares acquired under the Repurchase Offer would be redeemed by the Company after completion of the Repurchase Offer. This would reduce CLIQ's share capital accordingly.

In its Request for Convocation, Dylan Media also recommended that the delisting of the company's shares be seriously considered in connection with the Repurchase Offer and the capital decrease. Following the resolution and implementation of the Repurchase Offer, CLIQ intends to make a decision on delisting.

Commerzbank Aktiengesellschaft: Commerzbank takes note of UniCredit’s unsolicited takeover attempt

Corporate News

UniCredit S.p.A. today announced its intention to launch a public takeover offer to the shareholders of Commerzbank AG to acquire all Commerzbank shares. Commerzbank takes note of this announcement. The announced takeover offer has not been aligned with Commerzbank. Additionally, the communication from UniCredit does not include any further information regarding key terms of a value-creating transaction. This would be a necessary basis for potential discussions.

Bettina Orlopp, CEO of Commerzbank, said: “Our top priority is to create sustainable value for our shareholders and all stakeholders of Commerzbank. We are convinced of the strength and potential of our strategy, which focuses on independence and profitable growth. This move is not coordinated with us. The exchange ratio expected in the announcement does in fact not include a premium for our shareholders.”

The Board of Managing Directors and the Supervisory Board of Commerzbank will carefully examine the announced voluntary takeover offer once it is published, acting in the best interests of the Bank, its shareholders, employees and clients.