UniCredit published its offer document for the acquisition of all Commerzbank shares. UniCredit is offering 0.485 new UniCredit shares per Commerzbank share. 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.

The Board of Managing Directors and the Supervisory Board of Commerzbank have carefully reviewed UniCredit’s offer together with independent financial and legal advisors, acting in the best interest of the company, its shareholders, employees, and customers, and have published their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG).

The conclusion: the offer provides neither an adequate premium nor a credible plan for a combination. It does not reflect the value, the potential, or the strategic importance of Commerzbank. The Board of Managing Directors and Supervisory Board recommend that Commerzbank shareholders do not accept the offer.

The German Securities Acquisition and Takeover Act (WpÜG) requires the Board of Managing Directors and the Supervisory Board of a target company to publish a reasoned statement on a public takeover offer. In it, they set out their assessment of the offer – in particular on the consideration offered, the bidder’s strategic plans, and the implications for the company, its shareholders, employees and customers.

The Board of Managing Directors and the Supervisory Board set this out in detail in their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG). Commerzbank has also published a press release including key points.

The core points are as follows. First: the offer is financially inadequate, and it provides no adequate premium for Commerzbank shareholders. 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. Second: UniCredit’s plan for Commerzbank is vague and entails significant risks. 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. Third: the implementation of the “Momentum 2030” strategy creates greater value on a stand-alone basis. Shareholders who remain invested participate in that upside.

Commerzbank shareholders are advised to carefully and thoroughly read UniCredit’s offer document, the joint reasoned statement of Commerzbank's Board of Managing Directors and the Supervisory Board [LINK], including and all other published documents referred to in the reasoned statement before deciding whether to accept or reject the takeover offer. The Board of Managing Directors and Supervisory Board recommend that Commerzbank shareholders do not accept the offer. Shareholders who wish to follow this recommendation do not need to take any action.

UniCredit published its offer document on 5 May 2026, at which point the official acceptance period began. The extended acceptance period is expected to end on 3 July 2026. Commerzbank’s Board of Managing Directors and Supervisory Board have published their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) [LINK] and recommend that shareholders do not accept the offer.

UniCredit is required to publish weekly – and in the last week daily – so-called acceptance level up-dates during the acceptance period. According to the first such update published on 12 May 2026, only 0.0059% of Commerzbank shares have so far been tendered under the offer.

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.

The current situation has no impact on our day-to-day business. Our services and products remain fully available. Nothing changes in our collaboration with our customers. They can continue to count on the services and support of Commerzbank.

Commerzbank is a core pillar of the German banking market, a reliable partner for the domestic economy and in international markets. We bear responsibility for our customers and act as a key financier of the German Mittelstand. We are very proud of this status, and we are fully aware of the responsibility arising from it.

The current situation has no impact on our subsidiaries. The collaboration with customers and partners remains unchanged.

UniCredit published its offer document on 5 May 2026. A result is expected following the end of the extended acceptance period, which is expected to run until 3 July 2026. However, UniCredit has stated that closing of the takeover offer is not expected until 2027, as UniCredit must obtain various regulatory approvals regardless of the outcome.

Commerzbank’s focus remains unchanged. It lies on the successful implementation of its “Momentum” strategy, which was introduced in February 2025 and was updated with “Momentum 2030” through to 2030 on 8 May 2026. The “Momentum 2030” strategy is value-creating, the operational momentum is sustainable, and its execution follows a clearly communicated strategic agenda with low implementation risk.

Commerzbank is accelerating growth and consistently advancing the Bank’s transformation. By 2028, the Bank is targeting a net return on equity of around 17%, up from the previous forecast of 15%. By 2030, it expects a further increase to around 21%. The net result is set to increase to €4.6bn by 2028 and to €5.9bn by 2030. Revenues are anticipated to grow to €15.0bn by 2028 and to €16.8bn by 2030, implying a compound annual growth rate (CAGR) of 6%.

Statements from political stakeholders, the Bank’s works councils, from the market and from customers on UniCredit’s unsolicited takeover offer are clear: There is strong confidence in Commerzbank’s stand-alone strategy.