Commerzbank Investors Rally Behind Management as UniCredit’s Lowball Bid Fails to Gain Traction

Commerzbank AGM backs independent strategy, approves €1.10 dividend (70% increase) and €2.7B total return; UniCredit bid gets 0.02% acceptance.

Commerzbank’s annual general meeting on Wednesday delivered a resounding show of shareholder support for the bank’s independent strategy. Vorstand and Aufsichtsrat each secured approval ratings above 98%, while the remuneration report also sailed through with a large majority. The vote provides important cover as management urges investors to reject the hostile takeover bid from UniCredit – a recommendation the board made explicitly during the meeting.

Shareholders will not have to wait long to see the benefits of staying the course. The AGM approved a dividend of €1.10 per share for the record 2025 business year, representing a 70% increase on the prior year. That payout alone is worth roughly €1.2 billion to shareholders. On Monday 25 May, the cash will land in accounts. On top of that, the bank has already completed or announced share buybacks worth €1.5 billion. Combined, the total capital return to owners reaches €2.7 billion – a level that rivals in European banking rarely match.

The AGM also greenlit a new buyback framework permitting the repurchase of up to 10% of the bank’s equity capital. However, the programme still requires approval from the European Central Bank and Germany’s Finanzagentur before it can be executed. Management’s ambition for 2025 includes a total distribution of €2.7 billion across dividends and buybacks.

UniCredit’s competing offer, meanwhile, is struggling to win hearts. The Italian lender is offering 0.485 of its own shares for each Commerzbank share, implying a value of roughly €34.56. With Commerzbank trading at €36.09 to €36.19 – just 4.4% off a 52-week high – the bid carries no premium. Independent analysts put the median fair value at €41.50. The first interim acceptance figure, released by UniCredit, stood at a mere 0.02% of shares. The acceptance period is expected to run until 16 June, according to the bank’s recommendation, while some market reports suggest a possible extension to 3 July.

Management is leaning on operational firepower to reinforce its case. In the first quarter of 2026, operating profit rose 11% to a record €1.4 billion. The full-year net profit target has been raised to at least €3.4 billion. Under the “Momentum 2030” plan, Commerzbank aims for revenues of €16.8 billion and a group profit of €5.9 billion by the end of the decade, supported by a €600 million investment in artificial intelligence. The strategy also envisages cutting 3,000 positions, while targeting a return on tangible equity of 21%.

The board took an internal step to signal accountability. Former chief executive Manfred Knof will see his variable compensation reduced by 30% after the supervisory board determined he violated his duty by failing to inform the management board about his September 2024 meeting with UniCredit CEO Andrea Orcel. The cut underscores the sensitivity around any dealings with the Italian suitor.

With the acceptance deadline now weeks away, all eyes are on whether UniCredit will improve its terms. Insiders have indicated no immediate plan to sweeten the bid, and a full conclusion of the takeover process is not expected before 2027. For now, Commerzbank’s shareholders have voted with their feet – both at the AGM and by keeping the share price well above the offer level. The next interim acceptance update from UniCredit is due in the coming week, and if the figure remains negligible, the pressure on Milan will only grow.