FAQ on UniCredit's takeover offer

1. How does Commerzbank assess the outcome of UniCredit’s takeover offer following the end of the acceptance period?
A total of 17.6% of shares were tendered by the end of the additional acceptance period on 3 July 2026. Based on the information on the shareholder structure that Commerzbank continuously collects as issuer from custodian banks, the total of shares tendered by institutional and retail investors amounts to less than 2%. The tendered shares predominantly originate from banks and parties connected to UniCredit. Commerzbank notes in this context that shares held directly by UniCredit, reported derivatives, and tendered shares should not be interpreted as an aggregated total position. Furthermore, it remains unclear to what extent borrowed shares were tendered and what hedging arrangements were entered into in this context.

2. Does UniCredit now control Commerzbank’s operational business?
No. UniCredit remains a major shareholder of Commerzbank. The transfer of the tendered shares and the associated voting rights to UniCredit remains subject to the required regulatory approvals. Strategic and operational management of the company continues to rest with the Board of Managing Directors.

3. 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.

4. 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 Section 27 of the German Securities Acquisition and Takeover Act (WpÜG). Commerzbank has also published a press release including key points.

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

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

6. Does the acceptance rate during the acceptance period reflect broad support from independent shareholders?
In Commerzbank’s view, the acceptance rate should not be taken as evidence of broad independent shareholder support for the offer. Based on the information on the shareholder structure that Commerzbank continuously collects as issuer from custodian banks, the total of shares tendered by institutional and retail investors amounts to less than 2%. The tendered shares predominantly originate from banks and parties connected to UniCredit.

7. 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 programs. Shares obtained under such arrangements may be tendered to UniCredit – without the knowledge or express instruction of the ultimate beneficial owner. Commerzbank has observed a significant increase in securities lending activity involving its shares in recent weeks, which it considers unusual given the scale and timing.

8. What does the increase in securities lending activity mean for the interpretation of the acceptance rate?
Commerzbank has observed a significant increase in securities lending activity involving its shares, which it considers unusual given both the scale and timing. Commerzbank assumes that this significant increase in securities lending activity is connected to the tendering behaviour of certain banks and parties connected to UniCredit. Should this be the case, numerous questions arise, including regarding the underlying incentive structures. In the context of a public takeover offer, it is not customary for shares to be borrowed and subsequently tendered into the offer on this scale. To the extent that borrowed shares have found their way into the offer, the reported acceptance rate does not accurately reflect the views of the beneficial owners of borrowed Commerzbank shares. For this reason as well, caution is warranted in relying on the reported acceptance rate as an indication of the extent to which UniCredit's offer is supported by Commerzbank's independent shareholders.

9. Is Commerzbank still open to talks with UniCredit?
Commerzbank remains open to constructive dialogue with UniCredit.

10. What does the acceptance rate at the end of the acceptance period mean 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 reliable service and support of Commerzbank.

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 the leading financier of 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.

11. 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. The collaboration with customers and partners remains unchanged.

12. What strategy is Commerzbank pursuing going forward?
Commerzbank is continuing its “Momentum 2030” strategy unchanged. The strategy stands for growth, transformation, and sustainable value creation. Since the implementation of the Momentum strategy in February 2025 alone, the share price has doubled and the 2025 financial year has developed into a record year in Commerzbank’s 156-year history.

Commerzbank confirms its outlook for the 2026 financial year and its ambitious targets through 2030. On 6 August 2026, Commerzbank will publish its results for the second quarter of 2026.

13. What is the position of stakeholders on UniCredit’s unsolicited takeover offer?
Statements from political stakeholders, the Bank’s works councils, from the market, and from customers on UniCredit’s unsolicited takeover offer are clear. The Federal Government, as our second-largest shareholder, has publicly confirmed that it will not transfer its stake to UniCredit under the takeover offer, as neither the price offered nor the approach taken was appropriate. There is strong overall confidence in Commerzbank’s stand-alone strategy. Independent surveys of companies conducted by FINANCE magazine (FAZ publishing group) conclude that the German business community, by a large majority, is calling for an independent Commerzbank. Many of Commerzbank’s corporate clients are personally and publicly speaking out in favor of a standalone Commerzbank.