Dividend Blitz: Commerzbank Unleashes €2.7bn to Shareholders as UniCredit's Voting Edge Nears a Majority

Commerzbank shareholders OK €1.2bn dividend, €2.7bn return; UniCredit nears 40.7% voting rights. CEO urges rejection as offer deadline approaches.

Commerzbank shareholders have endorsed a bumper €1.2bn dividend and a fresh €2.7bn capital return programme, even as UniCredit’s grip on voting rights edges perilously close to a majority at the AGM. The boardroom duel between Germany’s second?largest private lender and the Italian predator entered a new phase this week, with the numbers exposing how tight the contest has become.

At Wednesday’s annual meeting, investors approved a dividend of €1.10 per share – nearly double last year’s payout – and authorised up to €1.5bn in additional buybacks, taking the total planned return for 2025 to €2.7bn. The vote was near?unanimous, with more than 98% of shareholders supporting both the management board and the supervisory board, as well as the remuneration report. The message from Frankfurt was unmistakable: the stand?alone strategy has the owners’ full backing.

Yet the arithmetic of control tells a more complicated story. Analysis published on Friday shows that UniCredit now has effective access to 40.7% of Commerzbank voting rights, thanks to derivatives and other instruments. At the AGM itself, only 41.81% of shares were represented – meaning that the Italian bank is just a hair’s breadth away from being able to steer major resolutions. Commerzbank stock has been remarkably subdued in the face of the drama: the closing price on Friday slipped 0.14% to €36.09, leaving the year?to?date performance in negative territory at minus 1.15%. Over a 12?month horizon, however, the shares have rallied more than 36%, reflecting the improved earnings outlook and generous payout promises.

UniCredit’s offer formally runs until 16 June 2026 – a full year away – and proposes 0.485 of its own shares for each Commerzbank share. With the Italian bank already holding 27% of the equity, crossing the 30% mandatory bid threshold would trigger a full takeover offer. Commerzbank’s leadership, led by CEO Bettina Orlopp and the supervisory board, is urging shareholders to reject the bid. Orlopp has stressed the absence of a takeover premium and warned that a merger could jeopardise credit supply to Germany’s Mittelstand. The bank’s internal “Momentum 2030” plan targets a net profit of €5.9bn and a return on equity of 21%.

To bolster customer loyalty and defend its deposit base, Commerzbank recently launched a World Cup?themed savings account promotion offering up to 5.0% interest, linked to the performance of the German national football team. Analysts interpret the move as a defensive tactic to tie retail clients closer to the brand while the takeover battle rages.

The coming weeks will be crucial. Market watchers expect a stream of announcements detailing the acceptance rate of UniCredit’s offer. A sideways drift around €36 could erupt into more volatile swings as the offer deadline approaches. One wild card is the European Central Bank: a potential merger could trigger up to 23,000 job cuts, a figure that has already mobilised employee representatives on Commerzbank’s supervisory board. Meanwhile, the approval from the EZB and Germany’s finance agency is still pending for the newly authorised buyback programme. The next few months will determine whether UniCredit can convert its paper voting power into real control – or whether Commerzbank’s dividend?fuelled defence will hold.