Commerzbank AGM Backs Stand-Alone Strategy as UniCredit Pushes Stake to 40.7% and Berlin Stays on Sidelines

Berlin declines to use golden power against UniCredit's Commerzbank bid. UniCredit now holds 40.7% voting rights. AGM overwhelmingly supports stand-alone strategy, though internal tensions surface.

Berlin has opted against wielding its “golden power” to block UniCredit’s advance on Commerzbank, according to reports from Il Sole 24 Ore citing sources close to the matter. The federal government, which holds a 12.7% stake — second only to UniCredit — has also ruled out increasing its own position. A direct intervention from Berlin would have risked being perceived as anti-European in Brussels, particularly as the EU discusses the need for larger cross-border banks to compete with US peers. The decision leaves the shareholder meeting as the decisive arena in the takeover battle.

UniCredit has not been idle. The Italian lender has expanded its voting rights stake to 40.7%, with a direct capital holding of just under 30%. That level of influence would already represent a de facto majority at an annual general meeting. The move intensifies the pressure on Commerzbank’s management, which has recommended shareholders reject the exchange offer since May 18, citing an inadequate premium, a lack of a credible strategic plan, and significant execution risks.

The AGM, held in Wiesbaden on May 20, delivered a resounding endorsement of the stand-alone strategy. Shareholders approved a dividend of €1.10 per share for the 2025 financial year with 99.88% support — the ex-dividend date fell on May 21. The board received strong backing as well: management board members secured approval ratings between 99.58% and 99.64%, while supervisory board members ranged from 98.36% to 99.64%. The remuneration report passed with 91.28% approval. For investors, the vote was more than a formality; it signals confidence in leadership during a contested period.

However, the AGM also exposed internal tensions. Former CEO Manfred Knof saw his variable compensation for 2024 cut by 30% after the supervisory board determined he had violated his duties by failing to report a meeting with UniCredit chief Andrea Orcel in September 2024. Supervisory board chairman Jens Weidmann confirmed the sanction at the AGM. Meanwhile, employees protested outside the venue, with one supervisory board member publicly voicing mistrust of UniCredit and citing job security fears.

The exchange offer from UniCredit, denominated in its own shares rather than cash, had a calculated value of €34.56 per Commerzbank share on May 15, when the stock closed at €36.48. Following the ex-dividend adjustment, Commerzbank shares ended the next session at €36.14 — roughly 4% below the 52-week high of €37.75 but still well above the year’s low set in late May. The shares have climbed nearly 36% over the past twelve months, reflecting optimism about the bank’s “Momentum 2030” plan.

Barclays rates Commerzbank “Overweight” with a price target of €42, implying further upside of around 16%. Yet the macroeconomic backdrop is deteriorating. The eurozone’s purchasing managers’ index fell to 47.5 in May, with the services sector slipping to 46.4 — both deep into contractionary territory. Rising energy and input costs are adding to headwinds that challenge even well-managed banks like Commerzbank.

With Berlin neutral and the AGM firmly behind management, the focus now shifts to UniCredit’s next move. Will the Italian bank sweeten its offer or press for a vote on the next AGM agenda? The window for a friendly resolution is narrowing, and the market will be watching acceptance levels and any potential improvements closely.