Commerzbank Returns €2.7bn to Shareholders Even as UniCredit Tightens Grip

UniCredit's 38.87% voting stake gives effective control; Commerzbank returns €2.7bn to shareholders via dividend and buybacks.

Commerzbank shareholders are being rewarded with a record capital return even as the bank faces an increasingly assertive Italian suitor. Milan-based UniCredit has lifted its economic exposure to the German lender to 38.87% of voting rights, putting it in a position to command effective control at shareholder meetings without formally owning a majority.

The disclosure, published on Thursday, shows UniCredit now holds 26.77% directly in shares and controls a further 12.10% via total return swaps. The threshold is critical: with turnout rarely hitting 100%, a near-40% block can routinely secure a simple majority at annual general meetings. That gives UniCredit substantial sway over strategy at Commerzbank, even as the bank’s own executives push ahead with a record payout plan designed to reward loyal investors and show financial strength.

Shareholders at the AGM on Wednesday voted overwhelmingly — 99.88% in favour — to approve a dividend of €1.10 per share for the 2025 financial year, up nearly 70% from the €0.65 paid for 2024. The total dividend outlay amounts to roughly €1.2bn. As the stock went ex-dividend on Thursday, the price slipped 2.77% to €36.15 in Frankfurt, though the decline was largely mechanical — removing the €1.10 per share claim. Analyst house Barclays Capital retains an “Overweight” rating on the stock with a €42.00 target.

The payout is only part of the story. Commerzbank has already completed two share buyback programmes totalling roughly €1.5bn. When added to the dividend, the total capital returned to shareholders for 2025 reaches approximately €2.7bn — exactly 100% of the bank’s adjusted net income for the year, according to the company. The AGM also authorised the board to buy back up to 10% of the share capital in future, though any such programme requires approval from the European Central Bank, a hurdle that hinges on capital adequacy and regulatory judgment.

The generous distribution is underpinned by a sharp improvement in earnings. In the first quarter of 2026, Commerzbank reported an operating result of €1.4bn, up 11% year-on-year, while net income climbed to €913m. Management has since raised its full-year 2026 net income target to at least €3.4bn, from a previous forecast of “more than €3.2bn”. The bank also aims to keep its hard core equity tier 1 ratio above 14% by the end of the year — a figure the ECB will watch closely when assessing buyback requests.

Medium-term guidance envisions dividends accounting for at least half of all shareholder distributions going forward. Yet the best-laid plans could still be overtaken by events on the ownership side. A full takeover by UniCredit would require further regulatory green lights, and for now Commerzbank remains formally independent. With its grip on voting power tightening month by month, however, the Milan-based lender is increasingly calling the shots — even without a shareholder vote.