Commerzbank Punishes Knof and Lifts Dividend as UniCredit's Stake Reaches 40.7%

Commerzbank shareholders approved a €1.10 dividend and share buybacks as UniCredit tightens grip with 40.7% voting rights; internal board discipline flagged with former CEO's pay cut.

Commerzbank’s leadership is fighting on two fronts: one against a creeping takeover by UniCredit, the other to keep its own house in order. The German lender’s annual general meeting on 20 May delivered a show of force — a €1.10 per share dividend and a fresh authorization for share buybacks — even as the Italian giant tightened its grip with a 40.7% voting rights stake, equivalent to nearly 30% of direct capital.

Shareholders threw their weight behind management, approving all resolutions at the Wiesbaden gathering. The dividend, paid out on 21 May, triggered a predictable technical decline: the stock slid around 3.4% on ex-dividend day before stabilising. By Friday, it was trading at €36.17, inching back above the previous close, though it later settled at €36.14. That still leaves the shares roughly 4% below their 52-week high of €37.75, but up nearly 36% over the past twelve months.

Behind the scenes, the board sent a clear signal about internal discipline. Former chief executive Manfred Knof saw his variable compensation for 2024 slashed by 30% after it emerged he had held an unreported meeting with UniCredit boss Andrea Orcel back in September 2024. Supervisory board chairman Jens Weidmann confirmed the sanction on the AGM, labelling it a clear breach of duty. The revelation added to employee unease: staff gathered outside the venue to protest against the looming takeover, and one supervisory board member publicly voiced distrust of UniCredit’s ownership, pointing to job fears across the workforce.

Chief executive Bettina Orlopp, meanwhile, pushed back against criticism from the European Central Bank over the UniCredit transaction. She made clear that while Berlin had not fundamentally rejected the deal — the federal government still holds a 12.7% stake — it harbours significant reservations about the manner in which the Italian bank has proceeded. The government has ruled out using “golden power” vetoes or increasing its own holding, partly because any direct intervention could be interpreted as anti-European at the EU level. That leaves Commerzbank to defend its independence through operational strength alone, without a state safety net.

The stock’s technical picture shows limited near-term upside. At 36.17, it sits roughly 6% above its 50-day moving average, but the relative strength index has climbed to 80.6 — deep in overbought territory. That suggests any further advance may be capped until the indicator cools. Barclays remains bullish, reiterating an “overweight” rating with a price target of €42, which implies roughly 16% upside from current levels.

Yet the macroeconomic backdrop is darkening. The eurozone manufacturing purchasing managers’ index slipped to 47.5 in May, while the services sector slid to 46.4, both firmly in contraction territory. Rising energy and input costs are weighing on growth, a headwind that even a well-capitalised lender like Commerzbank will find hard to ignore.

The big unknown is whether UniCredit will push further. With its voting stake already carrying de facto majority power at general meetings, the Italian bank could escalate pressure at the next AGM. The window for a friendly resolution is narrowing, and Commerzbank’s defensive playbook — a generous payout, internal sanctions, and political non-interference — may not be enough to hold the line.