Commerzbank Heads Into AGM Showdown Without Formal Board Opinion on UniCredit Bid

Shareholders await mandatory WpÜG statement as Commerzbank defends with dividends, buybacks, AI investment, and political backing against UniCredit's hostile offer.

Shareholders heading to Wiesbaden on May 20 for Commerzbank’s annual general meeting will do so without the one document they need most. The bank’s management has yet to publish the mandatory reasoned statement under Section 27 of Germany’s Securities Acquisition and Takeover Act (WpÜG) in response to UniCredit’s unsolicited all-share offer. That absence transforms the gathering into an unusually confrontational test of wills — the first live airing of the clash between Commerzbank’s leadership and its unwanted suitor from Milan, with investors left to gauge the board’s posture on the fly rather than from a written position.

UniCredit put its offer on the table on May 5, proposing 0.485 new UniCredit shares for each Commerzbank share. Based on the Italian lender’s closing price on May 4, that values each Commerzbank share at roughly €31.07. The market has already delivered its verdict: Commerzbank shares trade at €36.48, about nine percent above their 200-day moving average and a clear 17 percent premium to the bid. Anyone tendering today would be locking in a loss. Both the management board and the supervisory board are urging shareholders to sit tight and take no action until the formal WpÜG statement lands — a document expected to put the rejection of the offer in writing.

A dividend-and-buyback shield

To fortify its defence, Commerzbank is leaning hard on shareholder rewards. The AGM agenda includes a proposed dividend of €1.10 per share for the 2025 financial year. Combined with two already completed share buyback programmes, total capital returned to shareholders stands at roughly €2.7 billion. Management is also asking for authorisation to buy back up to ten percent of the company’s share capital. The stock has climbed nearly 42 percent over the past twelve months, though the Relative Strength Index has pushed above 83, signalling a heavily overbought market.

Underneath the capital-returns strategy sits a more granular growth plan. The bank aims to lift net profit to €5.9 billion by the end of the decade and drive return on tangible equity to 21 percent. For 2026, the target is at least €3.4 billion in net profit. To get there, Commerzbank will pour roughly €600 million into artificial intelligence investments through 2030 — but the price includes an additional 3,000 job cuts on top of the 3,900 already announced, bringing the total workforce reduction to nearly 7,000 roles.

Political cover from Berlin

The defence has drawn high-level political backing. Chancellor Friedrich Merz has publicly described UniCredit’s approach as "hostile and aggressive" and rejected it "firmly". Germany’s Verdi union has echoed the criticism, warning of consequences for domestic employment. The government’s stance adds a layer of political complexity that UniCredit cannot easily brush aside.

The offer’s regulatory path also guarantees a long slog. UniCredit expects the transaction to close only in 2027, regardless of how shareholders vote, because of the approvals required. The main acceptance period runs until June 16, with an extended window likely ending in early July. But May 20 is where the real drama begins. CEO Bettina Orlopp will face her own investors on the day, and the level of support for the independence strategy — measured not just in applause but in the direction of votes on the dividend and buyback resolutions — will send a powerful signal to Milan about just how hard Commerzbank intends to fight.