07 April 2026

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.