Commerzbank AGM Set to Deliver Record Payout as Board Urges Shareholders to Hold Out Against UniCredit’s Below-Market Bid

Shareholders to vote on €1.10 dividend as Commerzbank fights UniCredit's hostile bid; stock overbought but up 40% in 12 months.

Commerzbank shareholders face a pivotal week as the bank’s annual meeting collides with the ongoing takeover tussle with UniCredit. The gathering on May 20 in Wiesbaden will see management push for independence while signalling confidence through a sharply increased dividend – a €1.10 per share proposal that more than doubles last year’s 65 cents. But with the Italian lender’s offer still on the table and trading at a steep discount to the current market price, the vote on capital returns could become a proxy for sentiment on the takeover itself.

The board has already made its position clear. On Friday, Commerzbank shares closed at €36.23, a full 16.6 percent above the €31.07 imputed value of UniCredit’s all-share bid of 0.485 new Italian shares for each Commerzbank stock. The formal opinion required under Germany’s securities acquisition and takeover law (§27 WpÜG) has yet to be published but is expected this week. Management has privately called the offer inadequate, pointing to the yawning gap between the deal’s implied price and the bank’s standalone valuation.

The dividend timetable adds an extra layer of urgency. The ex-dividend date is set for May 21, meaning shareholders must hold the stock by the AGM day to receive the €1.10 payout. That payout is part of a broader capital return programme that includes a new buyback authorisation of up to 10 percent of share capital. Since September 2025, two completed buyback tranches have already returned around €1.5 billion to investors. Combined with the ordinary dividend, total distributions for the 2025 financial year are expected to reach roughly €2.7 billion.

Bettina Orlopp, the chief executive, will use the AGM to lay out ambitious standalone targets. For 2026 the bank is aiming for net profit of at least €3.4 billion, rising to nearly €5.9 billion by the end of the decade, while net return on equity is seen hitting 21 percent. This narrative of self-sufficiency is designed to counter UniCredit’s argument that a merger would unlock greater value. The bank has left the door open to negotiations, but only if the offer includes a clear business plan and a “substantially higher premium”.

Political headwinds for the Italian suitor have also stiffened. Chancellor Friedrich Merz has described the approach as “hostile and aggressive”, giving management additional cover to resist. UniCredit’s own timeline suggests a deal would not close before 2027 due to regulatory hurdles, even as the acceptance period runs until mid-June and could be extended to July 3.

Despite the board’s defiance, the stock’s strong run – up more than 40 percent over the past twelve months – has left it technically stretched. The relative strength index has climbed to 83.3, a classic overbought signal that often precedes a short-term pullback. The nearest support zone sits between €30 and €32, roughly where the UniCredit offer lands. For now, the market is betting that either a sweeter deal emerges or the bank can deliver on its own vision. The AGM will provide the first real test of that conviction.