Commerzbank’s Record Profit and 70% Dividend Increase Set Stage for AGM Showdown with UniCredit

Commerzbank posts record Q1 profit, proposes 70% dividend hike, and rejects UniCredit's €31.07 offer as shares trade at €36.15; shareholders meet to vote on capital returns and strategic plan.

Shareholders in Commerzbank will gather in Wiesbaden on Wednesday with an unusually full agenda — and a management team armed with its strongest-ever quarterly performance to defend the bank’s independence. The lender is proposing a €1.10-per-share payout for 2025, a 70% jump from the €0.65 distributed last year, and is seeking fresh approval to buy back up to 10% of its share capital. Combined with completed programmes worth around €1.5 billion, total capital returns would reach roughly €2.7 billion.

The dividend, which goes ex-rights on 21 May and will be paid on 26 May, is meant to underscore the board’s confidence in the standalone strategy. That conviction is backed by first?quarter numbers the bank calls a record. Operating profit came in at €1.358 billion, while net income rose more than 9% year?on?year to €913 million. On the strength of those figures, management lifted its 2026 net profit forecast to at least €3.4 billion.

UniCredit’s unsolicited all-share offer remains the central tension. The Italian lender is swapping 0.485 of its own shares for each Commerzbank share, a combination that currently values each Commerzbank paper at roughly €31.07. The market has priced in a clear rejection: Commerzbank stock closed on Friday at €36.15, a premium of more than 16% over the bid’s implied value. Over the past 12 months the shares have gained 40.5%, giving chief executive Bettina Orlopp and her team a powerful talking point when they argue the offer undervalues the bank.

Technically, the rally has left the stock looking stretched. The relative strength index stands at 83.3, deep in overbought territory, despite the close sitting comfortably above both the 50?day moving average of €33.52 and the 200?day average of €33.57. Analysts still see further room: Deutsche Bank Research targets €40, Bank of America €42, and RBC Capital Markets €43. Bank of America explicitly says that target is achievable even without a UniCredit deal.

A key piece of the defence is the “Momentum 2030” strategic plan, details of which were set out alongside the quarterly results. By the end of the decade Commerzbank intends to invest around €600 million in artificial?intelligence initiatives while cutting roughly 3,000 full?time positions. The ultimate goals are a return on equity of 21% and a net profit of €5.9 billion in 2030 — numbers designed to persuade shareholders that the bank’s standalone earning power far exceeds what UniCredit is offering.

This week will also bring the formal statement from the management and supervisory board required under section 27 of the German Securities Acquisition and Takeover Act. That document is expected to contain a detailed financial valuation of the UniCredit bid along with the board’s official recommendation. With the share price trading well above the offer, and a record quarter fresh in investors’ minds, Orlopp’s team enters the meeting with the strongest hand it has held since the Italian bank made its move.