FAQ on UniCredit's takeover offer

I. Questions and Answers on UniCredit’s Shareholding in Commerzbank

1. What is the current situation following the end of the acceptance period of the public takeover offer?
On 8 July 2026, UniCredit announced that a total of 17.6% of Commerzbank shares had been tendered by the end of the additional acceptance period on 3 July 2026. The transfer of the tendered shares and the associated voting rights to UniCredit remains subject to the required regulatory approvals. Once this has occurred, UniCredit will have access to close to 50% of the voting rights.

From Commerzbank’s perspective, a constructive dialogue remains the right approach to achieving sustainable value creation. This requires a shared understanding of Commerzbank’s business model and due consideration of the interests of all stakeholders.

2. Does UniCredit now control Commerzbank or its operational business?
No. Strategic and operational management of Commerzbank continues to rest with the Board of Managing Directors. The Board of Managing Directors and the Supervisory Board perform their statutory duties independently and in the interest of Commerzbank and all of its stakeholders.

3. Is UniCredit in a position to make major changes at Commerzbank?
No. Even with its future stake, UniCredit cannot unilaterally decide on fundamental structural measures. Structural changes such as a domination agreement or a squeeze-out require qualified majorities of 75%, or at least 90% or 95% of the share capital, respectively, as well as appropriate safeguards for minority shareholders in each case.

4. Is Commerzbank open to talks with UniCredit?
Yes. Commerzbank remains open to constructive dialogue with UniCredit – involving the management, employee representatives, and the German Federal Government. In Commerzbank’s view, such dialogue is the right path to exploring how an outcome can be achieved that creates sustainable value.

5. How do stakeholders view UniCredit’s approach and what expectations exist regarding next steps?
The German Federal Government, employee representatives, and Commerzbank’s Supervisory Board have made clear that they expect UniCredit to engage in constructive and coordinated dialogue with Commerzbank. At the same time, they have reaffirmed their confidence in Commerzbank’s strategy and the Bank’s ability to continue successfully on its current path.

6. What does the current situation mean for Commerzbank’s customers and business partners?
The current situation has no impact on our day-to-day business. Our services and products are fully available. Commerzbank’s customers can continue to count on the reliable service and our full support.

Commerzbank is a strong pillar of the German banking market, a reliable partner for the domestic economy, and a dependable companion in international markets. We bear responsibility for our customers, and act in particular as one of the leading financing partners for the German Mittelstand. We also stand as a bank at the side of more than ten million private customers. We are proud of this, and we are fully aware of the responsibility that comes with it.

7. What strategy is Commerzbank pursuing going forward?
Commerzbank is continuing its successful strategy. Since the launch of the strategy in February 2025, the share price has doubled – and the 2025 financial year was a record year in the bank’s 156-year history. Commerzbank also delivered record results in the first half of 2026.

II. Questions and Answers on UniCredit’s Takeover Offer

8. Has the takeover offer therefore been completed?
No. The transfer of the tendered shares and the associated voting rights to UniCredit remains subject to the required regulatory approvals.

9. What does the end of the acceptance period mean for Commerzbank shareholders?
It is no longer possible to accept the offer. Shareholders who did not tender their shares continue to benefit from Commerzbank’s value creation potential.

10. How does Commerzbank assess the outcome of UniCredit’s takeover offer following the end of the acceptance period?
The offer period has expired, and UniCredit has secured access to almost 50% of the voting rights, even though the offer received very little support from independent shareholders. Based on information collected by Commerzbank regarding its shareholder structure, only 2.7% of our institutional and retail investors tendered their shares. A significant part of the total 17.6% of shares tendered came from financial institutions linked to UniCredit, which had most likely borrowed a large portion of those shares beforehand.

11. Why did the Board of Managing Directors and the Supervisory Board recommend in their reasoned statement that shareholders reject the offer?
The Board of Managing Directors and the Supervisory Board set this out in detail in their joint reasoned statement pursuant to Sec. 27 WpÜG. Commerzbank has also published a press release including key points.

The core points were as follows. First: the offer was financially inadequate, providing no adequate premium for Commerzbank shareholders. Second: UniCredit’s plan for Commerzbank was vague. It also remained uncertain whether the outlined synergies could be achieved. Third: the implementation of the "Momentum 2030" strategy creates value on a stand-alone basis. Shareholders who remain invested participate in that upside.

12. Could shares have been tendered to UniCredit without the knowledge or consent of the beneficial owner?
Yes, in certain circumstances. Shares held through custodian banks, brokers, or other intermediaries may participate in so-called securities lending programmes. Shares obtained under such arrangements may be tendered to UniCredit – without the knowledge or express instruction of the ultimate beneficial owner.

13. What does the acceptance rate at the end of the acceptance period mean for Commerzbank’s subsidiaries?
The current situation has no impact on our subsidiaries. Their collaboration with customers and partners continues as usual.