Commerzbank Shareholders Throw Weight Behind Management's AI-Driven Defence Against UniCredit's Lowball Offer

Shareholders approve buyback and AI strategy with over 90% votes; CEO Orlopp dismisses UniCredit's exchange offer as inadequate, citing record profits and hidden risks.

Wiesbaden’s AGM turned into a resounding show of force for Commerzbank’s management. Every item on the agenda received over 90% approval, including the critical authorisation to buy back up to 10 per cent of the bank’s share capital – a move analysts read as a deliberate defence mechanism against UniCredit’s unwanted advances. The message was clear: the board has a mandate to remain independent.

CEO Bettina Orlopp did not mince words when addressing the Italian bank’s exchange offer. One Commerzbank share for 0.485 UniCredit shares values the German lender at roughly €31.35 per share, nearly €2 below the prevailing market price. Orlopp described the bid as inadequate, noting that internal calculations show a tie-up would cost over €1 billion in lost revenues and carry untransparent integration expenses. The offer period runs until 16 June 2026, with a possible extension to 3 July, but so far the arithmetic is starkly against it.

At the heart of the bank’s counter-narrative lies a €600 million artificial-intelligence investment package, part of the “Momentum 2030” strategy. Between 2026 and 2030, the money will be used to automate processes, with annual cost savings of up to €350 million and roughly 10 per cent freed-up capacity. The flip side is a further 3,000 job cuts by 2030, on top of the 3,900 reductions already planned through 2027. Orlopp argued the restructuring is necessary to make the bank fit for the next decade.

Commerzbank’s financial results give the management team ammunition. The bank reported a record operating profit of €4.5 billion for 2025 and a net profit of €2.6 billion. In the first quarter of 2026, net profit rose 9.6 per cent year-on-year to €913 million. That performance underpins the target of a 21 per cent return on equity and a net profit of €5.9 billion by 2030 – figures the board insists far exceed what a UniCredit merger would deliver.

Supervisory board chairman Jens Weidmann sharpened the attack, pointing to UniCredit’s large holdings of Italian government bonds, its exposure to Russia and a high ratio of non-performing loans. He accused UniCredit of misleading communication that has damaged trust. “Shareholders who accept the exchange take on new risks without a credible integration plan,” Weidmann warned. The Italian lender has secured 38.87 per cent of voting rights through direct holdings and financial instruments, with a direct stake of just under 30 per cent.

The dividend issue is another sore point. For the 2025 financial year, Commerzbank plans to pay €1.10 per share. As the largest single shareholder, UniCredit would collect almost €350 million of that payout. Hendrik Schmidt of DWS criticised that dynamic during the AGM, noting that the Italian bank benefits from a dividend it had no role in creating while simultaneously attempting a hostile takeover.

The stock closed Wednesday at €37.26, up 2.79 per cent on the day and less than 1.30 per cent below its 12-month high. Over the past year the shares have gained more than 42 per cent, a sharp contrast to the 15 per cent discount embodied in UniCredit’s offer. With the German government still holding 12 per cent and opposing a sale, the next few weeks will test whether Commerzbank’s accelerated AI overhaul and profit momentum can sustain its independence.