FAQ on UniCredit's announced takeover offer

Commerzbank tower within the city of Frankfurt from a bird's perspective
© Commerzbank

1. What exactly did UniCredit announce on 16 March 2026, regarding Commerzbank?
UniCredit announced its intention to launch a public takeover offer to the shareholders of Commerzbank AG to acquire all Commerzbank shares. The share exchange offer (0.485 UniCredit shares for one Commerzbank share) corresponded to a price of EUR 30.80 per Commerzbank share at the time of the announcement. According to its own statement, UniCredit is not seeking to acquire control through the offer. This announcement of a takeover offer has not been aligned with Commerzbank.

2. How does Commerzbank assess the announced takeover offer?
UniCredit's announcement is a tactical offer to shareholders without further details. The announced exchange rate according does de facto not include a premium for Commerzbank shareholders, e.g. when compared to the current average analyst target price of around EUR 38. The final assessment of the offer and the associated terms is reserved for the reasoned statement pursuant to Section 27 WpÜG (German Securities Acquisition and Takeover Act), which will be published after publication of the offer document.

3. Has Commerzbank been in contact with UniCredit since the offer was announced, and if so, what is the current status?
In recent weeks, several interactions have taken place with in order to constructively explore the basis and benefits of the takeover offer announced by UniCredit. However, from Commerzbank’s view, these interactions have not yet demonstrated sufficient value creation potential for Commerzbank’s shareholders beyond the current standalone strategy. Furthermore, UniCredit has shown no willingness in the interactions to offer Commerzbank shareholders the necessary and appropriate premium. On this basis, an agreed solution is currently not evident to Commerzbank. Furthermore, UniCredit’s actions and announcements to date have been repeatedly made without prior coordination with Commerzbank. This approach makes it difficult to build the mutual trust necessary for a successful transaction.

We remain open to discussions and proposals that create concrete value for our shareholders and stakeholders.

4. Does UniCredit's announced takeover offer change anything for Commerzbank customers?
The current situation has no impact on our day-to-day business. Our services and products remain fully available. Nothing changes in our collaboration with our customers. They can continue to count on the services and support of Commerzbank.

Commerzbank is a core pillar of the German banking market, a reliable partner for the domestic economy and in international markets. We bear responsibility for our customers and act as an important financial backer of the German Mittelstand. We are very proud of this status and we are fully aware of the responsibility arising from it.

5. Does UniCredit's announced takeover offer change anything for Commerzbank's subsidiaries?
The current situation has no impact on our subsidiaries. The collaboration with clients and partners remains unchanged.

6. How should Commerzbank shareholders behave in the context of the announced takeover offer?
Commerzbank shareholders are advised to take no action until the reasoned statement by Commerzbank is available to be included in their considerations.

7. What are the next steps in UniCredit's announced takeover offer for Commerzbank?
According to what we know today, UniCredit will likely publish its offer in May. Before, it needs to be approved by BaFin and UniCredit’s shareholders have to approve the capital increase that is needed for the offer at an extraordinary general meeting on May 4, 2026. The Board of Managing Directors of Commerzbank will then carefully examine the offer together with the Supervisory Board, acting in the best interests of the Bank, its shareholders, employees and clients. Subsequently, the Board of Managing Directors and the Supervisory Board will publish a reasoned statement on the terms of the offer.

8. By when will the result of UniCredit's announced takeover offer for Commerzbank be determined?
If, as announced, UniCredit publishes its announced takeover offer in May 2026, a result is expected at the end of June or in July 2026. However, according to UniCredit's statement, the completion of the announced takeover offer is not expected until 2027, as UniCredit must obtain various regulatory approvals. UniCredit must obtain these approvals regardless of the outcome of the announced takeover offer. According to its own statements, UniCredit does not expect to acquire a controlling majority in Commerzbank with this announced takeover offer.

9. What strategy is Commerzbank pursuing independently of the announced takeover offer?
Commerzbank's focus remains unchanged. It lies on the successful implementation of its Momentum strategy, which was introduced in February 2025. The Momentum strategy is value-creating, the operational momentum is sustainable, and its execution follows a clearly communicated strategic agenda with low execution risks. In this context, Commerzbank will announce increased financial targets – as already indicated in February – as well as further details of its strategy update with the publication of its quarterly results on 8 May 2026. As previously communicated, the company sees additional upside beyond the targets originally set for 2028.

10. What is the position of stakeholders on UniCredit's unsolicited announced takeover offer?
Statements from political stakeholders, the Bank’s works councils, from the market and customers on UniCredit's unsolicited announced takeover offer are clear: There is strong confidence in Commerzbank's independent strategy.