Letter to all shareholder of Commerzbank

Frankfurt a. M., 18 May 2026

UniCredit's exchange offer is not adequate. Your Commerzbank share is worth more.

Dear Shareholders,

Commerzbank today is in its strongest position in many years. Following a record result in 2025, we have made a very strong start to 2026. With our "Momentum 2030" strategy, we continue to grow profitably and create value for you, our shareholders, reliably and with low implementation risk. Any alternative must be assessed against this benchmark.

On 5 May 2026, UniCredit S.p.A. published an unsolicited voluntary public takeover offer for Commerzbank in the form of an exchange offer in UniCredit shares.

The Board of Managing Directors and Supervisory Board of Commerzbank have conducted a comprehensive assessment of the offer together with independent financial and legal advisors. The conclusion is clear: the offer does not adequately reflect the value, the prospects, and the strategic importance of Commerzbank.

We therefore recommend that shareholders remain invested in Commerzbank and do not accept UniCredit's offer.

If you follow our recommendation, no action is required on your part.

Our recommendation is based on the following key considerations:

1. The offer provides de facto no premium for your Commerzbank share.

UniCredit is asking shareholders to give up their Commerzbank shares without an adequate premium. The median target price determined by independent equity research analysts is significantly above the implied offer price. This confirms that the capital markets share our view: UniCredit's offer does not adequately reflect the value creation potential of Commerzbank.

2. UniCredit's strategic plan for Commerzbank is vague and entails considerable risks.

Commerzbank has a clear strategy and a strong position in the German and European banking market. Our role as the leading bank for the Mittelstand is a key element of our strength.

In our view, UniCredit has not presented a coherent and credible strategic plan. What UniCredit describes as a combination is in fact a restructuring proposal that would massively impact Commerzbank's proven and profitable business model and burden it with considerable integration and implementation risks. For example, the planned reduction of our international network would significantly weaken the Bank's ability to support the export-oriented German Mittelstand worldwide. UniCredit is asking Commerzbank shareholders to bear the risks of an offer with an uncertain outcome – with no certainty as to whether the promised synergies can be achieved. Furthermore, we consider UniCredit's synergy assumptions to be unrealistic, while the considerable risks and costs of a complex integration are given little weight.

As the offer is structured as a share exchange in UniCredit shares, Commerzbank shareholders would have to take on these risks as future UniCredit shareholders if they accept the offer. Unlike a cash offer, the actual value of the consideration remains uncertain until settlement – which UniCredit does not expect until 2027 – and depends on the performance of the UniCredit share price.

3. Our "Momentum 2030" strategy creates value on a stand-alone basis – shareholders who remain invested participate in that upside.

We have demonstrated that we are successfully executing our transformation and pursuing a clear growth plan – responsibly and with a long-term focus. We want you to benefit directly from the success of our strategy: through an attractive capital return policy and continuously growing dividends. In line with our ambition to establish Commerzbank as an attractive dividend stock, the dividend's share of total capital returns is intended to increase to at least 50 per cent in the future.

For the 2025 financial year, Commerzbank has proposed a record dividend of €1.10 per share for approval at the Annual General Meeting on 20 May 2026.

Dear Shareholders,

Commerzbank today is a strong, profitable, and future-oriented bank with a clear strategy, strong execution capability, and considerable further potential. As the Board of Managing Directors of Commerzbank, we act in your best interests and remain consistently focused on sustainable value creation.

We thank you for your trust in Commerzbank.

Bettina Orlopp

Chief Executive Officer