Commerzbank Locks in 100% Payout Pledge as Shareholders Deliver 99.64% Anti-Takeover Mandate

At AGM, 99.88% approve €1.10 dividend; board commits to 100% payout ratio, record Q1 profit strengthens independence case against UniCredit’s hostile offer.

Commerzbank shareholders have handed management a landslide vote of confidence, backing a standalone strategy that pairs aggressive capital returns with a clear rejection of UniCredit’s hostile offer. The message from Tuesday’s annual general meeting in Wiesbaden was unambiguous: the board has a mandate to keep the bank independent.

The highlight of the meeting was the near-unanimous approval of a €1.10 per share dividend for the 2025 financial year, which secured 99.88% support. That payout, worth roughly €1.2 billion, is just one piece of a broader capital return programme. When combined with two completed share buybacks totalling around €1.5 billion, total distributions for 2025 come to approximately €2.7 billion.

But the real defensive pivot is the bank’s commitment to a 100% payout ratio on consolidated net profit for the current and the next two financial years, after deducting certain interest payments. By channelling virtually all excess capital straight back to shareholders, management is making it expensive for UniCredit to argue that its own paper offers better value. The Italian lender is offering 0.485 of its own new shares for each Commerzbank share, a ratio that leaves the bid well below the Frankfurt-listed stock’s market price.

The AGM also voted a fresh authorisation for the bank to buy back up to 10% of its share capital via the open market. Such repurchases, though subject to approval from the European Central Bank and Germany’s financial agency, could further shrink the free float and strengthen the board’s hand in the takeover tussle.

Commerzbank shares traded ex-dividend on Thursday, with a technical adjustment of the €1.10 per share reflecting the payout. The stock closed at €37.18 on Wednesday, a whisker below its 52-week high of €37.75. Over the past twelve months the shares have surged 42.67%, and the relative strength index at 81 points to technically overbought territory – a sign of the intense buying pressure that has built up as investors back the independence narrative.

Operationally, management has delivered ammunition for its argument. The first quarter of 2026 produced a record operating profit of around €1.4 billion, prompting an upward revision of the full-year targets. Net income for 2026 is now expected to reach at least €3.4 billion, up from a previous forecast of more than €3.2 billion. Net interest income is seen hitting roughly €8.6 billion, fee income is set to grow 7%, and total revenues should come in at about €13.2 billion.

UniCredit, which has secured 38.9% of the voting rights in Commerzbank through direct holdings and derivatives, opted not to attend the AGM, according to reports from 19 May. Its tender offer runs until 16 June 2026, with a possible extension to 3 July. The German bank’s board and supervisory board have formally recommended that shareholders reject the bid, arguing it contains no adequate premium and carries significant execution risks.

The dividend itself will be paid to eligible shareholders on 26 May 2026. Until the offer deadline, the defence line drawn in Wiesbaden – a record dividend, a near-unanimous shareholder mandate, and a pledge to return every available euro – leaves the final decision in the hands of the same investors who just gave management a 99.64% approval rating.