Commerzbank Hands Back €2.7bn as UniCredit’s Zero-Response Bid Highlights Deep Shareholder Skepticism

Near-unanimous vote returns 100% of 2025 profits to shareholders; only 0.02% accept UniCredit's offer. CEO Orlopp's independence strategy gains market endorsement.

The numbers coming out of Commerzbank’s 2026 annual general meeting paint a stark picture: a near-unanimous vote to return every euro of last year’s profits to shareholders, and an acceptance rate of just 0.02% for UniCredit’s takeover offer. The two data points are intimately connected.

Shareholders approved a dividend of €1.10 per share for the 2025 financial year with a staggering 99.88% majority — a 70% jump from the previous year’s €0.65. The payout, made on 25 May, represents roughly €1.2bn of the €2.7bn total capital return the bank is distributing for the period. The rest comes from two completed share buyback programmes totalling €1.5bn, meaning the bank is handing back 100% of its adjusted net income for 2025.

The stock slipped 3.2% to €35.99 on the ex-dividend date of 21 May, a move largely attributable to the technical adjustment. Yet even at that level, the shares trade about 7.6% above their 200-day moving average and have gained close to 36% over the past year — ammunition for management’s argument that independence is working.

That argument received an emphatic endorsement from the market’s response to UniCredit’s all-share offer of 0.485 of its own shares for each Commerzbank share. As of the first closing date on 19 May, a vanishing 0.02% of Commerzbank shares had been tendered. Chief executive Bettina Orlopp had previously dismissed the proposal as “vague”, lacking an adequate premium and carrying significant execution risks. The tender result confirms that retail and institutional holders agree, leaving UniCredit — which already owns 38.87% of the bank — with little immediate prospect of securing the rest.

The AGM also gave the board fresh authorisation to buy back up to 10% of share capital, backed by 96.25% and 97.79% votes for the two resolutions. Any future repurchase, however, must receive the green light from the European Central Bank, a process that hinges on capital ratios and regulatory comfort. Commerzbank targets a fully-loaded CET1 ratio above 14% by year-end 2026 — a cushion that should keep the ECB receptive.

Orlopp is betting on hard numbers rather than merger promises. The bank’s Q1 2026 operating result rose 11% year-on-year to €1.4bn, with net income reaching €913m. For the full year the target has been lifted to at least €3.4bn net profit, up from a previous forecast of “more than €3.2bn”. Medium-term ambitions include a 21% return on tangible equity by 2030, a level that would validate the stand-alone strategy UniCredit is trying to disrupt.

The dividend component of total shareholder remuneration is also set to increase. Commerzbank aims to have payouts account for at least half of total distributions going forward, up from the current mix where buybacks dominate. Achieving that depends on sustained earnings growth — and on the capital headroom the ECB is prepared to allow.

For now, the ball remains in UniCredit’s court. Whether the Italian lender improves its terms or lets the offer lapse will become clear in the weeks ahead. What is already unmistakable, though, is that Commerzbank’s owners have chosen the path the management is charting — and are collecting a €2.7bn cheque as proof of conviction.