Commerzbank AGM Hands Out €2.7bn and a Censure to Former CEO as UniCredit Bid Faces July Deadline

Shareholders get record €1.10 dividend and €2.7bn total returns, but former CEO's secret meeting leads to pay cut and UniCredit's hostile offer persists.

Commerzbank shareholders are set to pocket a record dividend this week, but the feel-good factor has been tempered by a storm brewing in the boardroom and a hostile takeover offer that refuses to fade away. The annual general meeting in Wiesbaden delivered a clear message: loyalty is rewarded, but secrecy is not.

The €1.10 per share dividend, approved by 99.88% of votes cast, represents a 69% jump from the previous year’s €0.65 payout. That translates into a total cash distribution of roughly €1.2bn, which – combined with two completed share buyback programmes worth around €1.5bn – pushes total shareholder returns for the 2025 financial year to €2.7bn. That figure equates to the bank’s entire net profit before restructuring costs and after AT1 coupon payments.

Investors who held the stock on or before May 21 are entitled to the payment, which will land in accounts on May 26. The 70% payout hike is a direct vote of confidence in the bank’s standalone strategy, yet the AGM also had a disciplinary subplot: former chief executive Manfred Knof had his variable compensation for 2024 slashed by 30% after an independent investigation found he had failed to inform the supervisory board about a secret meeting with UniCredit boss Andrea Orcel in September 2024. Chairman Jens Weidmann confirmed the breach of duty, calling it a clear violation of governance rules.

Behind the record payout lies a robust operational performance. Commerzbank reported an operating profit of €1.358bn for the first quarter of 2026, with its common equity tier one ratio standing at 14.5%. Management used the strong start to the year to raise the full-year profit target to at least €3.4bn, up from a previous forecast of €3.2bn. By 2030, the bank aims to lift its net return on equity to roughly 21%, a projection underpinned by the “Momentum 2030” strategy that the AGM threw its weight behind.

The meeting also authorised the board to repurchase up to 10% of the bank’s share capital, paving the way for further cash returns. But the speed of any new buyback programme remains uncertain: Commerzbank must secure the green light from both the European Central Bank and Germany’s Finanzagentur before activating the mandate.

That caution is understandable given the unresolved threat from Italy’s UniCredit. The Milan-based lender’s takeover offer values Commerzbank at €34.56 per share, a clear discount to Friday’s closing price of €36.16 – a level 36% higher than a year ago. Both the management board and the supervisory board continue to advise shareholders to reject the bid, and the AGM has now formally endorsed an independent future.

The extended acceptance period for the offer runs until July 3, 2026, though a final completion of the transaction is not expected until 2027. UniCredit still needs to obtain various regulatory approvals, and the outcome of the vote remains in the balance.

On the charts, the stock is showing signs of strain. The relative strength index has climbed to 80.6, putting the shares firmly in overbought territory. The price is trading roughly 7% above its 200-day moving average, but every attempt to break through the resistance zone between €36.94 and €37.24 has so far failed. A sustained push above that band would open the path towards the upside target of €38.40, while a slip below €33.40 would flash the first serious warning signal.

All eyes are now on July 3. Until then, the takeover battle will remain the dominant force driving Commerzbank’s share price – and the AGM has made it abundantly clear that the board intends to fight every step of the way.