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Commerzbank AG M&A Activity 2026
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M&A Activity
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COMMERZBANK
Commerzbank Perspectives on UniCredit Offer
Successful Momentum Strategy: We remain on course
8 May 2020
For business use only / Nur für den geschäftlichen Gebrauch
Important Note
On 5 May 2026 UniCredit S.p.A. has published its offer document for a voluntary public takeover offer for Commerzbank ("Offer"). Following completion of their review of the offer document, the Management Board and Supervisory Board of Commerzbank will issue their reasoned statement ("Reasoned Statement") in accordance with Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG).
Investors and holders of Commerzbank shares are advised to read the Reasoned Statement as soon as it has been published before making any decision whether or not to accept the Offer.
The Reasoned Statement (in German and a non-binding English translation) and other information on the Offer will be published on the internet at: https://investor-relations.com/parzbank.com/takeover-offer-unicredit
This presentation contains only selected preliminary observations and does not constitute a recommendation to shareholders or any other investors as to whether to accept or reject the Offer or to take any other action in connection therewith.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
How did we get here? Let's look at the sequence of events
Source: Commerzbank and UniCredit public company filings and press releases. Includes both physical and virtual meetings. Meeting with designated Commerzbank CEO. UniCredit Q4 2024 results presentation. Note: Indicative timeline.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
How did we get here? Let's look through the Commerzbank lens
The premises and basis for any engagement ...
Trustful dialogue and cooperation ...
or at least
... a concrete, agreeable plan ...
or at least
... a compelling offer / premium
... what we got ...
Unsolicited aggressive approach from Day 1 ...
... a vague and coercive concept after 18 months ...
... a quasi-nil premium offer directly made public
... where we ended up
Whilst we left no questions unanswered in multiple meetings, our requests to be provided with a basis to discuss a potential business combination remained unheard ... instead Commerzbank has been accused of being unconstructive and pushed to engage no matter what
Throughout the entire period Commerzbank has been solely focused on protecting the interests of its share- and stakeholders without taking any obstructive actions – the value creation since September 2024 speaks for itself
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
UniCredit's Offer: What our shareholders should consider
- UniCredit has been using misleading narratives that discredit Commerzbank and talk down our valuation
- UniCredit's proposition for Commerzbank shareholders is vague and bears considerable execution risks
- Commerzbank shareholders are asked to give up upside and control for no premium
- Commerzbank shareholders who remain invested retain material upside potential and optionality
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
UniCredit has been using misleading narratives that discredit Commerzbank and talk down our valuation
Section 1
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Fact-checking UniCredit's claims and assumptions
| UniCredit claim^{1} | The Facts |
|---|---|
| 1 Operationally underperforming and lacking transformation | 1 Successful transformation: Commerzbank improved its profitability by ~€5bn^{2} over the last five years and exceeded its ambitious Momentum financial targets |
| 2 Over-dependent on non-core riskier bets and needs €0.5bn of additional provisioning | 2 Robust and stable business model: Commerzbank has a prudent risk profile with strong asset quality and rating; no additional coverage needed |
| 3 Insufficient investments in technology and AI | 3 Investing in platform and technology: >€3bn^{3} technology investments and significantly scaling AI adoption |
| 4 Position with Mittelstand clients overstated | 4 Commerzbank is the bank for the Mittelstand: ~65% of our corporate loans to German Mittelstand clients^{4} and >10% market share across all products^{5} |
| 5 International network oversized, complex and inefficient | 5 Streamlined, revenue focused international network: Misleading picture of international network and FTE allocation painted by UniCredit |
| 6 Substantial increase in profitability through RWA, revenue, and cost measures post transaction | 6 Very aggressive cost cutting, revenue (dis-)synergy, and required investment assumptions: UniCredit's assumptions not plausible in terms of scale and timing |
Source: 1 UniCredit presentation (20-Apr-26). 2 Based on operating results 2020 vs 2025. 3 Cumulative investments from 2021-2026E. 4 Corporate loans include all CC (Corporate Clients) loans as well as "Unternehmerkunden" (Small-Business Customers) loans. 5 Market share based on revenues as per market study conducted by Boston Consulting Group in 2025.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
1 Commerzbank is a successful transformation story
UniCredit claim
“A story of operating underperformance [...]”¹
“[...] continued lack of transformation [...]”¹
Fact: Clear track record of meeting or exceeding communicated financial targets
| 2024 | Strategy 24 targets |
|---|---|
| Net RoTE | 7% ☑ |
| CIR | 61% ☑ |
| 2025 | Momentum targets |
| --- | --- |
| Net RoTE | 9.6% ☑ |
| CIR | 57% ☑ |
€5.8bn
Capital returned since 2022
Source: Commerzbank public information. ¹ UniCredit presentation (20-Apr-26), p.2. ² From 2025 onwards excluding restructuring costs.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
2 Our business model is robust and stable
UniCredit claim
“€0.5bn additional upfront coverage to protect from exogenous shocks”¹
“Negligible lines of defence, with no increase in LLPs [...] in 2026-28 Momentum”²
Fact: Commerzbank with superior asset quality and rating class distribution
Source: Commerzbank and UniCredit public information. S&P Global. Moody's. ¹ UniCredit presentation (20-Apr-26), p.11, 15, and 23. ² UniCredit presentation (20-Apr-26), p.8. ³ NPE Ratio = non-performing exposure ratio; for Commerzbank Group: NPE Ratio according to annual reports; for UniCredit Group: Gross NPE Ratio calculated as total gross non-performing loans to customers as percentage of total loans to customers according to annual reports; for HVB: exposure in rating classes 8-10 as percentage of overall exposure according to annual reports. ⁴ Delta UniCredit vs Commerzbank.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
3 We are investing in our platform and technology
UniCredit claim
“Ill-prepared to compete with US and fintech entrants in Germany, given lack of investment in client proposition and inefficiency”¹
Fact: Significant investments in Tech / IT platform with key AI milestones reached
> >€3bn
Technology change spend 2021-2026E
Key AI implementation milestones to date:
- ☑ Virtual assistant „Ava“ for retail customers
- ☑ „Fraud AI“– reducing potential losses by securing digital account opening process
- ☑ AI in transaction monitoring – significantly improved effectiveness
- ☑ Agent Assist supporting employees with customer interactions
- ☑ AI supported pricing measures and MiFID documentation
- ☑ Implementation of AI to support credit analysis and early warning
- ☑ Agentic process redesign started, e.g., in complaint management
Source: Commerzbank public information. ¹ UniCredit presentation (20-Apr-26), p.2 and 18.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
4 Commerzbank is the bank for the German Mittelstand
UniCredit claim
> “28% total loans to German clients – predominantly serving small- to mid-Mittelstand”¹
>
> “>4.5% market share [in German corporates]”¹
Fact: Commerzbank is the Mittelstandsbank
> ~65%
> of our corporate loans to German Mittelstand clients²
> >10%
> market share in German Corporate Clients over all products³
- All Mittelstand client groups are served – no particular focus on small- to mid-sized companies as claimed⁴
- Commerzbank with very high market share in Transaction Banking (~18%)
- Holistic, product-agnostic and cross-sell-oriented relationship model
Source: Commerzbank public information. ¹ UniCredit presentation (20-Apr-26), p.5. ² Corporate loans include all CC (Corporate Clients) loans as well as "Unternehmerkunden" (Small Business Clients) loans. ³ Market share based on revenues as per market study conducted by Boston Consulting Group in 2025. ⁴ External benchmarks (e.g. FMDS) also do not show that Commerzbank focuses on the smaller Mittelstand compared to HypoVereinsbank.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
UniCredit makes wrong assumptions about our international network...
UniCredit claim: Unfocused, large and risky international network¹
>70 international locations leading to excessive cost¹
Locations in Africa and Latin America lack focus, German trade flows to the regions <15%¹
Commerzbank accepts excessive risk in international network²
Fact: Streamlined, revenue focused network with disciplined risk appetite
13 Corporate Clients branches³ and 27 rep. offices (each with 1-4 FTE)⁴
Coverage of representative offices is strictly governed by client demand and profitability
Risk appetite is conservative and not different abroad; Commerzbank deeply understands risks in Germany's export markets
Source: Commerzbank public information. ¹ UniCredit presentation (20-Apr-26), p.17. ² UniCredit presentation (20-Apr-26), p. 2, 16-18, and 23. ³ Additional subsidiary Commerzbank Eurasia. ⁴ Non-operational EU liaison office in Brussels excluded.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
5 ...and our FTE share in the international network
UniCredit claim
"The international network needs to be refocused – currently >10% of total employees in international network outside Germany and Poland"¹
Fact: Only 4% of staff is working in Commerzbank's international network²
Source: Commerzbank and mBank public information. ¹ UniCredit presentation (20-Apr-26), p.2, 16-18, 21, and 23. ² Values as of year end 2025.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
5 Our international franchise is key for our Corporate Clients
Revenues international franchise (2025)
Institutionals
international cash, trade, financial markets revenues
Mittelstand
subsidiaries of international corporate clients in Germany
International Corporates
| German multinationals | €0.3bn |
|---|---|
| Austria, Switzerland | €0.1bn |
| Subsidiaries of German Corporate Clients abroad | €0.2bn |
| International corporate clients with DACH connectivity | €0.5bn |
| Selected future-oriented sectors¹ | €0.1bn |
- Local expertise in relevant markets
- 156 years of experience in cross-border transactions
- The domestic and international businesses are strongly interlinked regarding clients, infrastructure and centres of competence
- Anchor products: cross-border payments, trade finance, and FX
- Financials (CIR, RWA efficiency, RoCET) are in line with the domestic business of CC
58% of our CC revenues generated with clients that are also anchored in our international network
37% of our CC revenues linked to international franchise
30% market share in trade finance in Germany
28% of our CC revenues are enabled through our correspondent banks
Continuous adjustment of our footprint to cover the trade corridors used by our customers
Note: ¹ Mobility, Sustainability, TMT/Communications, Capital Goods, and Life Sciences/Chemicals.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
6 UniCredit's synergy assumptions are not realistic
UniCredit claim
“Cost efficiency potential, €(1.3)bn [by 2028]”¹
“-€33bn RWA [...] [leads to] c.€650m [negative impact on revenue]”²
“€3.4bn additional pre-tax investments”³
Commerzbank's view on UniCredit's presented case
- Assumed cost efficiency potential of €1.3bn very aggressive
- Significant execution risk and risk of substantial revenue attrition
-
Required measures to be implemented within 6 months after closing of stake acquisition (Q2 2027) to impact FY28 results
-
Underestimated revenue loss due to assumed RWA reduction
- Assumed €33bn RWA reduction would lead to >€1bn revenue loss (vs. €650m stated) as it requires cutting the majority of our international business
-
Targeted RWA reduction in corporate centre either not addressable (e.g. DTAs from timing differences) or linked to revenues (HQLA for liquidity reserve)
-
Revenue attrition due to integration not factored in by UniCredit
- Substantial client overlap across segments (72% of corporate clients expect negative impact of Commerzbank / HVB combination⁴)
- Expected attrition due to complex and lengthy integration
-
Therefore, additional revenue attrition of >€0.5bn assumed by Commerzbank
-
Requirement underestimates cost-to-achieve
- Based on our assessment, we assume required investments of >€4.2bn for outlined measures (>2x cost-to-achieve multiple vs. assumed ~1.6x⁵)
Source: Commerzbank public information. ¹ UniCredit presentation (20-Apr-26), p.3 and 22. ² UniCredit presentation (20-Apr-26), p.20. ³ UniCredit presentation (20-Apr-26), p.10 and 15. ⁴ FINANCE magazine (Jun-25). ⁵ €3.4bn additional investments / €2.1bn total pre-tax synergies (o/w €1.3bn in Commerzbank Unlocked and €0.8bn in Combination).
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
5k FTE reduction in addition to Momentum are not viable
UniCredit claim
“c. 5k [...] envisaged GER FTEs decrease in first phase”¹
“Limited impact on German business [...] mainly natural and voluntary exits”¹
Fact: UniCredit's plan would require significantly more FTE reduction
- Achieving €800m HR related cost savings – as claimed by UCG – would require c. 7,000 FTE⁴ reductions, representing roughly one quarter of total group FTEs
- Such extensive job cuts would affect the German business
- Protracted negotiation process with the works council, dictating a lengthy process
- Additional €800m total cost synergies claimed by UCG in the Combination scenario – would require additional reduction of 3,000 – 4,000 FTEs assuming a 50% / 50% split of HR and non-HR related cost synergies
Source: Commerzbank public information. ¹ UniCredit presentation (20-Apr-26), p.22. ² ex. mBank. ³ Calculated as ~7k over ~29k Group FTE. ⁴ Based on average total compensation per FTE (direct HR costs).
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
UniCredit's proposition for Commerzbank shareholders is vague and bears considerable execution risk
Section 2
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Our shareholders are asked to accept an ambiguous and uncertain outcome
Commerzbank shareholders are not being offered a straightforward control transaction nor a clear end-state – neither in terms of timeline, nor synergies, nor capital impact
| UCG AGM majority | Path to synergy implementation | Synergies | UCG estimated CET1 impacts |
|---|---|---|---|
| <50% AGM majority | None | ... therefore, zero synergy value | Potential shift to full consolidation – resulting in substantially worse ROIC math for investment |
| <75% AGM majority | Arm's-length / no structural integration | ... therefore, limited synergy potential | ~280bps at 50% stake acquisition^{1} |
| Inefficient capital position – full consolidation and minority haircut deduction | |||
| >75% AGM majority | Domination agreement / Merger / Squeeze-out (if >90% of share capital) | ||
| Multi-year timeline | No restrictions anymore but elongated timeline | ~200bps at 100% stake acquisition^{1} | |
| i.e. 12.6% as of 2025 – marginally close to the 12.5% lower bound of the communicated UCG target range |
Source: Commerzbank and UniCredit public information. 1 Communicated capital impact as per UniCredit offer document filing (05-May-26).
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
High hurdle for UniCredit reaching required shareholding for combination
Commerzbank's shareholder structure creates a high bar to achieve required ownership thresholds
| Current Commerzbank Shareholder Base | Treasury Shares | Government |
|---|---|---|
| Other Shareholders | 64% | Expressed clear support for independent Commerzbank |
| UniCredit Financial Instruments | 9% | Retail |
| UniCredit | 27% | Typically more sticky |
Source: Commerzbank public information as of May-26, UniCredit offer document filing (05-May-26).
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Hostile bank mergers are rare for a reason
| Clients | • Revenue attrition due to client loss
• Inward focus / strengthening competitors |
| --- | --- |
| Business Model | • Change of approach to international business
• Loss of revenues by cutting off profitable clients |
| Employees | • Loss of key talent and adverse selection alongside uncertainty and cultural tensions
• No consensual solutions with representatives |
| Technology | • Difficult technology integration
• Falling behind on investments into future (e.g., AI) |
| Standing & Reputation | • Key stakeholders including German government perceive hostility of approach as unacceptable
• Reputation and trust essential for success |
"We are prepared to get new clients. Whatever plays out, we will benefit from it"
Christian Sewing, CEO Deutsche Bank (Mar-26)
"Commerzbank understands our business as a family-owned company and has always been a strong supporter of the German Mittelstand. [...] that's how it should remain."
Martin Herrenknecht, CEO Herrenknecht AG (Apr-26)
"We will take action against [the takeover] with all possible means and resources"
Sascha Uebel, Chairman of the Central Works Council at Commerzbank (Mar-26)
"In executing this integration program, the Bank failed to meet its own high standards and the expectations of its customers"
Deutsche Bank AGM on the Postbank integration (May-24)
"This is not how one treats institutions such as a bank in Germany, namely Commerzbank. This is how trust is destroyed, not how new trust is fostered [...]"
Friedrich Merz, Chancellor of Germany (May-26)
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Commerzbank shareholders are asked to give up upside and control for no premium
Section 3
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
The market has spoken! Commerzbank's share price is trading constantly above the implied offer price
Source: FactSet as of 04-May-26, UniCredit offer announcement (16-Mar-26) and UniCredit offer document filing (05-May-26). ¹ Commerzbank dividend adjusted share price (assumed DPS of €1.1) shown for comparability purposes with UniCredit share price ex-dividend date 20-Apr-26.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
UniCredit is denying our shareholders an adequate premium for control
Source: FactSet as of 04-May-26. Company press releases and regulatory notifications. Note: Premia to closing price on last trading day before announcement. * Includes a cash component of €0.57.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
UniCredit's offer fundamentally undervalues Commerzbank
Value per share (€)
Premium vs. implied offer price
+10%
+22%
+35%
+26-42%
>60%
+29.0
As of 16-Mar-26
€34.2
€37.9
+22%
+35%
+26-42%
>60%
+29.0
Unicredit's implied offer price (04-May)
3 Months VWAP⁴
52 Week High
Present Value of Future Share Price 2027E¹,²
Present Value of Future Share Price 2029E¹,³
Broker Target Prices
Present Value of Future Share Price 2029E¹,³
Source: FactSet as of 04-May-26. Commerzbank company consensus (24-Apr-26). Note: ¹ Based on current Commerzbank NTM P/E multiple, including cumulative dividends, present value discounted at 10%. ² Based on Commerzbank company consensus 2028E estimates. ³ Based on announced Momentum 2030 Strategy targets. For calculation purposes assumes that all capital return is attributed to dividends after 2028E. ⁴ 3 Months VWAP as presented in UniCredit's offer document.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Commerzbank shareholders who remain invested retain material upside potential and optionality
Section 4
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
We generated superior shareholder return since announcing our Momentum Strategy – share price performance driven by EPS upgrades
Share price performance (rebased to 100)
Total shareholder return (since Momentum²)
Source: FactSet as of 13-Mar-26 before announcement of UniCredit's intention to launch an offer. 1 FY2 EPS estimate. 2 Total shareholder return since 12-Feb-25 (day prior to announcement of Momentum Strategy).
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Research analysts recognise what we are delivering
“[...] net result before restructuring stands out and underpins management's ability to fully execute on its capital return commitments under the “Momentum” strategy.”
Broker 1 (Feb-26)
“We remain constructive on fundamentals with low execution risk for the turnaround story.”
Broker 2 (Dec-25)
“CBK management has delivered strongly so far in turning the bank around and putting it on a solid footing with a clear path to double-digit RoTE on a sustainable basis”
Broker 3 (Feb-26)
Source: Selected broker and analyst reports.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
The market clearly gives credit to our progress, with upward revision of all metrics...
Net Interest Income 2028 (€bn)
Net Income 2028E¹ (€bn)
Net Income 2028E² (€bn)
RoTE 2028E (%)
Total Payout Ratio 2028 (%)
Source: Commerzbank public information. ¹ Net result after AT1 coupon payments. ² Commerzbank company consensus (26-Feb-25). ³ Commerzbank company consensus (24-Apr-26).
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
29
...and strong conviction on more tangible near-term upside
Consensus for 2028E
Top-line Growth
+>18%
Higher Net Interest Income vs 2025
IMPROVED
Efficiency
49%
Cost-Income Ratio
Higher Profitability
€4.3bn
Net Income¹
Better Returns
14.8%
RoTE²
To the Benefit of our Shareholders
€11bn
Total Payout 2026E-2028E³
~30%
Of market cap⁴
€9.7bn
vs €8.2bn in 2025
(8.2)pp
vs 2025
- €1.9bn
vs 2025
- €6.1pp
vs 2025
- €5.8bn
vs 2023-2025
Source: Commerzbank public information and Commerzbank company consensus (24-Apr-26). ¹ Net result after AT1 coupon payments. ² Excluding restructuring cost. ³ Including cash dividend and share buybacks. ⁴ FactSet as of 04-May-26.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Equity research analysts see significant value north of €40
Selected broker target prices for Commerzbank
+42%
Premium vs. implied offer price²
Source: Bloomberg as of 04-May-26. FactSet as of 04-May-26. ¹ Median based on 17 brokers. Displaying 9 selected brokers in descending order from highest to lowest target price based on recent indications of target prices above the median. ² Premium vs. implied offer price of €31.1 as of 04-May-26.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Momentum 2030: Delivering higher profitability – faster
Momentum 2030
Growth
Scaling up our proven business model with clear customer focus
Al enables reinvestment of resources and increased sales
Transformation
Al supported improvements to productivity and efficiency combined with strict cost management
| Targets 2030 | 21% Net RoTE | €5.9bn Net Result | 43% CIR¹ incl. compulsory | 6% Revenue CAGR |
|---|---|---|---|---|
Source: ¹ Excluding compulsory contributions: 41%.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Turning the upside into numbers – 17% RoTE in 2028…
RoTE drivers
(%)
NII largest contributor driven by replication portfolios and continued growth of loan and deposit businesses
NCI growth based on 7% annual growth from initiatives of all segments
Inflation and higher costs from investments including AI rollout largely compensated by efficiency gains
Note: Potential headwinds from: (1) tariffs and trade tensions, (2) geopolitical risks including Russia and Iran, (3) intensifying deposit competition, (4) Digital Euro.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
...and a clear path to a competitive 21% RoTE in 2030...
RoTE drivers
(%)
Competitive CIR ~41% excluding compulsory contributions
~3,000 gross FTE reduction with ~€450m cost to achieve enabled by efficiency increase
Continuous capital return and CET1 ratio at 13.5%
Commerzbank AG
33
For business use only / Nur für den geschäftlichen Gebrauch
...while maintaining an attractive capital return
Net result
(€bn)
Dividend expected to be at least 50% of annual capital return
Remaining capital return planned as share buyback
AT1 payments linked to volume development
Note: 1 Payout based on net result after AT1 payments and excluding restructuring expenses; share buyback as part of payout subject to approval by ECB and German Finance Agency.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Executing our Momentum 2030 Strategy offers significant share price upside
Illustrative Implied Future Commerzbank Share Price¹,² (€)
Consensus...
...plus additional Momentum 2030 upside
Today
Future value
€37.6
Present value
€49
€2.5
€46.6
Future value
€42.0
Present value
Dec-27E
Future value
> €50
Present value
Dec-29E⁴
Source: FactSet as of 04-May-26. ¹ Future value of share price calculated based on EPS estimates (broker consensus until 2028E and Momentum 2030 strategy for 2029 – 2030), multiplied with Commerzbank's current spot P/E multiple of 10.4x plus the cumulative dividend payments received by shareholders at the time of the respective valuation date. ² Present value calculated by applying a discount rate of 10% and discounting back the future value to 04-May-26. ³ Cumulative DPS and FY-1 pay-out in current FY. ⁴ For calculation purposes assumes that all capital return is attributed to dividends after 2028E.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
Key takeaways
Commerzbank perspectives on the offer of UniCredit S.p.A.
Commerzbank AG
For business use only / Nur für den geschäftlichen Gebrauch
The key questions Commerzbank shareholders should ask themselves
- What is UniCredit's intended end-state – minority position vs. control vs. combination?
- What do I know about UniCredit's actual integration blueprint and concrete synergy levers?
- Why am I not being offered a premium and why should I tender my Commerzbank shares for no premium?
- Should I exchange a transparent and straightforward equity story against an ever-changing M&A play?
- What is the actual downside of not tendering?
Commerzbank AG
37
For business use only / Nur für den geschäftlichen Gebrauch
Essentials for Commerzbank shareholders
☐ No premium for shareholders
No premium for control, de facto discount
UniCredit offer ...
☐ No clarity on investment case
Vague proposition and unclear resulting shareholding / end-state
☐ Risk in execution of strategy
Long and uncertain timeline
Tangible near term upside
North of €40 expected by the market
Best-in-class
shareholder returns¹
~60% for Commerzbank vs.
~44% for UniCredit, and
~40% for the banking sector²
...vs. our investment case
Reliable execution of the Momentum 2030 Plan
>50% of market cap to be distributed between 2026E-30E
Source: FactSet as of 04-May-26. Note: ¹ Total shareholder return since 12-Feb-25 (day prior to announcement of Momentum Strategy) until 13-Mar-26. ² EuroStoxx Banks
Commerzbank AG