Our position on UniCredit’s offer

Our Recommendation: Do Not Accept the UniCredit Offer

The Board of Managing Directors and Supervisory Board of Commerzbank recommend that Commerzbank shareholders do not accept the offer. The Federal Republic of Germany, as the second-largest shareholder of Commerzbank, clearly rejects UniCredit’s exchange offer. Our “Momentum 2030” strategy creates greater value on a stand-alone basis with low implementation risks.

Our Assessment: UniCredit’s Takeover Offer Provides Neither an Adequate Premium Nor a Credible Plan for a Combination

On 5 May 2026, UniCredit published the offer document as part of its unsolicited public takeover offer for all shares of Commerzbank. The Board of Managing Directors and Supervisory Board of Commerzbank have carefully reviewed the offer together with independent financial and legal advisors, acting in the best interest of the company, its shareholders, employees and customers, and have published their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG).

The conclusion is clear: The offer does not reflect the fundamental value of Commerzbank and does not provide an adequate premium for Commerzbank shareholders. On the contrary: taking into account the expected dividend adjustment to the UniCredit share price from its dividend payment in November 2026 (in which tendering shareholders do not participate) the offered exchange ratio represents a discount.

Furthermore, the offer does not contain a credible plan for a combination. The plan UniCredit has presented for Commerzbank is vague and carries significant risks.

Our Strategy: “Momentum 2030” Creates Greater Value

On 8 May 2026, Commerzbank presented its updated “Momentum 2030” strategy. With this strategy, Commerzbank creates greater value for all stakeholders – on a stand-alone basis and with lower implementation risk.

Our View on the Preliminary Acceptance Rate: Commerzbank Shareholders Trust in the Value Upside Potential of Our Stand-Alone Strategy

On 19 June 2026, UniCredit published an acceptance rate of 12.51 % at the end of the regular acceptance period of its takeover offer. However, this figure cannot be taken as evidence of independent shareholder support for the offer. Based on the information available to us, the tendering parties are predominantly banks and parties connected to UniCredit. Based on the data available to us, the acceptance rate among institutional and retail investors was negligible. This means: the majority of our shareholders trust in the value creation potential of our stand-alone strategy.

Next Steps: Timeline

Following the end of the regular acceptance period, the extended acceptance period runs from 20 June to 3 July 2026. According to UniCredit’s offer document, the final result will be published on 8 July. The Board of Managing Directors and Supervisory Board continue to stand behind their joint recommendation to shareholders not to tender their shares into UniCredit’s exchange offer, even during the extended acceptance period.

Our Position: Open to Discussions Under Clear Conditions

Nonetheless, Commerzbank remains open to discussions, provided there is a genuine willingness on the part of UniCredit to seriously engage with the points we have raised. The conditions remain unchanged: an adequate premium for our shareholders and a plan that appropriately reflects the key success factors of our business model. The mandate from our shareholder base as reflected in the outcome of the acceptance period is clear: the implementation of our “Momentum 2030” strategy.

Tens of thousands of corporates and more than ten million people in Germany place their trust in Commerzbank and its staff. They want a bank as a financial partner that has their best interests at heart. That is why, in recent days, many experts have spoken out in favor of an independent Commerzbank.