"A little pressure from outside is not bad at all"

Ms. Orlopp, Commerzbank has been in a takeover battle with Unicredit since autumn 2024. Doesn't the dispute also have its good side, because it helps you to enforce uncomfortable decisions more easily?
The pressure from outside would not have been needed for this. We could have done that well, we are so self-confident. I am very proud of what we have achieved here in a very short time. Would I still wish for more speed sometimes? Of course, we have to keep the pace high. On the other hand, a little pressure from outside is not bad at all.

That almost sounds as if you could gain something from a merger with Unicredit after all.
We have always said that we are examining various options with an open mind, and we owe that to our clients, shareholders and employees. But if we were to tackle an integration with Unicredit now, synergies would have to be leveraged pretty quickly, i.e. areas would have to be merged. Such cost synergies, for example through the merger of IT systems, cannot be easily realized. Because that would tie up considerable capacities, which is easily forgotten. That's why my Management Board team and I prefer to concentrate on what we have in our own hands: i.e. on a strategy that increases the profitability of the bank. I think we are doing this very successfully: 2025 was our best year in the bank's history, if you look at our operating result. Our return on equity is higher than it has been since the financial crisis and is expected to rise to at least 15 percent by 2028. All this shows that we are making good progress on our own.

Perhaps it would be even better in association with Unicredit?
Size alone is not a value. One of our core businesses is the financing of German SMEs, for whom local expertise, service quality and customer proximity are more important than size. In addition, there is considerable overlap between our corporate clients and those of Hypovereinsbank, the German subsidiary of Unicredit. The immediate consequence of a merger would be that a larger number of corporate clients would look for a new bank. Because it is a cluster risk if you do too much business through a single bank.

Unicredit says the overlaps are not that great.
On the basis of independent market analyses, the situation is somewhat different: Especially in Germany, if you look at the relevant companies, more than 70 percent would be affected, which either already have both Commerzbank and Unicredit as banks or would also get the other bank after a takeover. It is unacceptable that our clients end up having to switch to large banks outside the EU because of such overlaps. That would certainly not be in the spirit of a competitive Germany and Europe. In any case, we are observing that banks outside the EU are trying to gain a stronger foothold here.

One could also argue differently: If Commerzbank and Unicredit were to become a major European bank, it would be a real counterweight to the US competition.
Generalities about pan-European banks do not relieve us of our responsibility to evaluate every transaction for meaningfulness and value creation for clients, employees and shareholders. And a combination would only make sense if the two institutions complemented each other well. Of course, we would look at any idea of how this could work well. However, Unicredit has so far failed to come up with a concrete proposal as to how exactly this is envisaged.

Unicredit CEO Andrea Orcel recently said the merger would happen "in the right way". How do you interpret that?
I can't tell you that, you'd have to ask in Italy.

Unicredit holds almost 30 percent of Commerzbank shares. From this Sunday, the bank has the legal option of financing the takeover with its own shares. How much does that worry you?
This question is also actually aimed at Milan. I can only say that the latest statements from Italy do not necessarily indicate that anything will happen in the short term.

Why don't you talk openly with Andrea Orcel about the situation? This would help everyone involved.
We regularly hold investor meetings with Unicredit, just as we do with all other shareholders. Sometimes Mr. Orcel is there, sometimes not. An informal exchange in an open atmosphere is possible early in the process. But we are no longer there. We have to treat Unicredit like any other investor. There must be no preferential treatment. And one must not forget that Unicredit is not only one of our shareholders, but also a competitor.

So you would also be against Unicredit being given a seat on the supervisory board of your bank at the next Annual General Meeting of Commerzbank in May?
It is not up to me to decide on this, but the Annual General Meeting. All I know is that there is currently no seat on the Supervisory Board up for re-election. The legal complications would remain the same: it would have to be ensured that no confidential information goes to Unicredit, which is likely to be difficult in practice.

Your predecessor Manfred Knof seems to have less fear of contact: Recently it came out that Orcel had visited him in his private home shortly after the beginning of the dispute - "uncoordinated", as Knof says.
I was surprised and surprised to learn about this months later from the media. Anyone who knows the rules in German boards knows that this was at least an unusual procedure. The rest is not up to me, but to the Supervisory Board. He must decide on the consequences.

The Unicredit boss also seems to have a great desire for provocation elsewhere. In the F.A.S. interview in the summer of 2025, for example, he said that it was still too early to determine whether you were doing a good job. Does that annoy you?
Everyone has their own style, I prefer to let the numbers speak for themselves. And when I look at them, I can remain very calm – no matter what Mr. Orcel says.

Shouldn't you be tougher against it?
No, I only do that if I have the feeling that people want to deliberately badmouth our share price. There was such a situation once last year. Otherwise, we will continue to do our work.

Can you be satisfied with the share price development? Since the beginning of the year, the share price has been in the red.
Look where we come from. Since autumn 2024, the share price has more than doubled. Of course, I would prefer it if it would continue to rise continuously. But that's not the way the market is. Short-term price setbacks are normal in view of the fluctuations on the stock market. This does not change the medium-term trend, which is pointing upwards. This is also confirmed by the analysts.

You try to please your shareholders with a higher dividend and share buybacks. Isn't that a bit unimaginative?
I see it differently. Just as our employees can expect a decent salary and our clients a decent service, our investors have the right to a decent return. This can be done on the one hand through share buybacks and on the other hand through dividends. Being a dividend stock, i.e. distributing money regularly, is a value in itself. We haven't been for a very long time: now we offer a competitive dividend yield again.

You can also make it more difficult for the counterparty to take over by making unattractive acquisitions – in investment banking, this is called the "poison pill". In retrospect, does the purchase of asset manager Aquila Capital turn out to be such a poison pill?
No. I don't think much of poison pills as a matter of principle, it is not in the interest of the shareholders to deliberately weaken the bank. The acquisition of Aquila Capital was a strategic step in our asset management growth strategy. By the way, we completed the acquisition in the first half of 2024, i.e. before Unicredit invested in Commerzbank. Even though two existing funds aimed exclusively at institutional investors had to close, I remain convinced that I will rely on further expertise in the field of renewable energies with Aquila Capital. Investments in renewable energies are the future. We are currently only at an unfavorable point in the cycle.

Does this also apply to the economy as a whole?
No, I'm more optimistic. Of course, we see a certain caution among small and medium-sized companies with a focus on Germany. They are waiting for a significant improvement in the framework conditions before they start investing. But I think that more has already happened than is perceived despite all the justified criticism.

What, for example?
The better depreciation rules for companies are just one example. Progress is also being made on energy policy, and I expect the same in pension policy. Of course, many things are not enough, but there is no one miracle pill that you take and everything is fine again. Change is hard work, but we should definitely approach it positively.

Do you also take a positive view of the use of artificial intelligence (AI)?
Yes, I see this as a great opportunity for our bank, because the banking business is data-driven and complex. For us, AI is already a very useful tool. Our employees in the advisory centre can, for example, receive direct support in the consultation via our internal AI tools. This is already working very well today.

Do employees have to worry about being replaced by AI?
The tasks will certainly change. But without humans, AI has hardly worked in our business so far. For example, who should assume liability for a credit decision? In any case, artificial intelligence cannot do that.

Ms. Orlopp, you have been Commerzbank CEO since October 2024, before that you were on the Board of Managing Directors for a long time. What is the biggest difference for you?
As a CEO, you can steer a discussion very strongly in your direction if you express an assessment of a certain topic very early on. I try to avoid that in order to get all perspectives. In my current position, visibility is also different: every gesture, every facial expression of mine is observed and interpreted.

The article was conducted and published in German. We received the permission to translate it into English from the Frankfurter Allgemeine Zeitung GmbH, Frankfurt.