Commerzbank's Shareholders Hand Management a Landslide Mandate to Rebuff UniCredit

Shareholders back bumper €1.10 dividend and €2.7B capital return; CEO and chairman reject UniCredit's 'not appropriate' bid. Stock rises 2.8%.

Commerzbank's annual general meeting in Wiesbaden turned into a show of force for the lender's independence strategy, with shareholders approving every management proposal by margins exceeding 90%. The overwhelming backing came even as UniCredit, the Italian bank seeking to acquire its German rival, conspicuously stayed away from the proceedings.

The centrepiece was a bumper €1.10 per share dividend for the 2025 financial year — nearly double the €0.65 paid a year earlier — representing a total payout of roughly €1.2 billion. In addition, shareholders authorised the board to repurchase up to 10% of the company's share capital. Combined with buybacks already completed, the total capital return for the year reaches around €2.7 billion. The hefty cash distribution is seen as a key weapon in management's arsenal to keep investors on side while the UniCredit offer remains open.

Chief Executive Bettina Orlopp used her address to deliver a blistering assessment of the Italian bank's bid, which values each Commerzbank share at 0.485 UniCredit shares. She argued the offer is worth almost €2 less than the current market price, calling it "not appropriate." Internal calculations, she warned, suggest that integrating Commerzbank into UniCredit's structure could wipe out more than €1 billion in annual revenues. Orlopp described the Italian bank's plans as vague and cautioned that restructuring costs had been underestimated.

Chairman Jens Weidmann piled on, highlighting UniCredit's exposure to Italian sovereign bonds, non-performing loans, and its Russian operations. By swapping their shares, he argued, Commerzbank's owners would simply trade one set of risks for another. Weidmann also accused UniCredit of misleading communication that had damaged trust. His message was blunt: the offer is economically inferior to the standalone path.

Commerzbank is pitching its own "Momentum 2030" strategy as the better bet, targeting a return on equity of 21% and net profit of €5.9 billion by the end of the decade, underpinned by job cuts and heavier investment in artificial intelligence. First-quarter results for 2026 provided ammunition — net income of €913 million, up 9.6% year-on-year.

The market has taken note. On Wednesday, Commerzbank shares rose 2.79% to €37.26, leaving them just 1.3% below the year's high. One technical indicator, the relative strength index, has climbed above 81 points, signalling that the stock is heavily overbought in the near term.

UniCredit currently holds direct control over roughly 30% of Commerzbank's shares and, through derivatives, has secured access to 38.87% of voting rights. The German government remains a 12% stakeholder and continues to oppose the takeover. Large institutional investors are also weighing in. Hendrik Schmidt of DWS noted that UniCredit, as the largest single shareholder, would pocket nearly €350 million of the proposed dividend if the deal goes through — a windfall he described as problematic.

Shareholders have until 16 June 2026 to tender their shares into the exchange offer, with a possible extension to 3 July. Until then, Commerzbank's management intends to keep making the case that independence, backed by a record dividend and a credible growth plan, is the superior option.