"I often say I have yellow blood"

• Michael Kotzbauer, Commerzbank Board Member responsible for Corporate Clients and Deputy CEO, expresses concerns in an interview about UniCredit as a major shareholder, particularly regarding potential conflicts of interest since UniCredit is also a direct competitor in Germany.
• Kotzbauer emphasises that Commerzbank aims to remain independent and sees support from clients and the government as crucial in preventing any potential takeover attempts.
• Through the implementation of "Strategy 2024," Commerzbank has significantly transformed, leading to improved profitability and strengthened customer relationships, which has in turn resulted in a positive development of its share price.
• Kotzbauer discusses the need for investments in Germany, especially in infrastructure projects, and calls for faster implementation of approval processes to make funds more readily available for business investments.

Mr. Kotzbauer, you are an experienced corporate banker, what advice would you offer to a client who wants to defend themselves against a hostile takeover?
Michael Kotzbauer: It is important not to let yourself go crazy, but to consistently focus on your own strategy. The company should focus on its business and create value for all its stakeholders – clients, shareholders and employees. I recently visited a client who went through exactly this when an investor wanted to increase their shares to put pressure on the management. In the end, this investor dropped his plans because he had gained new confidence in the business development. Good investors also see the success of the company as their own success. That is also the path we are taking as Commerzbank.

So, would you also find it okay if Unicredit were to remain a major shareholder of Commerzbank for the long term?
Our largest shareholder has now clearly acknowledged that Commerzbank's success is also in his interest. However, the situation is not ideal. UniCredit appears to have an inherent interest in a lower Commerzbank share price, if it continues to pursue its acquisition objective – to the detriment of the bank's remaining shareholders and other stakeholders. In addition, Unicredit is a direct competitor of Commerzbank in Germany through Hypovereinsbank. This results in several obvious conflicts of interest. Of course, the Management Board and also the Supervisory Board of Commerzbank welcome an open and fair dialogue with all shareholders and appreciate constructive contributions to the increase in value. However, Unicredit should behave like any shareholder in the interests of the company and all other shareholders.

One had the impression that it was only the pressure from Unicredit that caused this increase in value at Commerzbank – or is that not the case?
The years 2010 to 2020 were difficult for Commerzbank. With the "Strategy 2024", however, we then implemented the tough restructuring from 2021 onwards – that was the turning point, incidentally, on our own initiative, which initiated this development. Today we can say with some pride: We deliver what we promise. And we promise only what we can deliver. This is a matter of credibility and creates trust among all our stakeholders.

Yes, but – forgive me here – it took the kick in the butt, right?
Of course, an external impetus always brings new impetus. However, compare the bank of 2020 with that of 2024 – these are two completely different institutions. We have increased our earning power, done our homework and are now much more attractive - for customers, for employees and even for investors. It is logical that as a listed company, we would also attract interest from competitors.

UniCredit now holds just under 29 percent and could make a takeover offer to the other shareholders at any time. Does Commerzbank still have a chance to remain independent?
We focus on ourselves and do not let ourselves be distracted, because we have ambitious plans. Should an offer be available at some point, we would of course look at and evaluate this at the Board level. But our customers are saying very clearly at the moment: an independent Commerzbank is the better solution. The federal government also has a twelve percent stake and is clearly positioning itself against a takeover. The decisive factor is that our strategy in the capital market is convincing: analysts and investors are satisfied with the way we are doing things. This is also very clear from our share price.

Unicredit shares have also risen sharply. Doesn't that make a takeover more likely?
Both shares have increased, yes, but the share of Commerzbank has increased significantly over the past twelve months compared to that of Unicredit. For me, the price targets of the analysts are more important than the daily price, and they have risen continuously over the past few quarters, averaging more than 30 euros. This shows they believe that we can implement our plan.

You have been with the bank since 1990, which is really incredibly long. What is different today than then?
I often say: I have yellow blood. Commerzbank is the professional love of my life. Of course, there were difficult phases, for example in the 90s, and at the time, by the way, also with major shareholders who wanted to do a hostile takeover. Or later, after Commerzbank took over Dresdner Bank and the federal government entered the financial crisis. This was a time when the bank was too busy with itself, especially through the subsequent integration of Dresdner Bank. This used enormous resources and clouded the view to the outside world. Investments in modernisation were postponed and customer relationships suffered. This phase was the starting point of our weakness. After that, a challenging time began. But the "Strategy 2024" was a necessary restart. The reduction of 9800 jobs was also the hardest decision of my career, it is about people and families, not numbers in Excel tables.

Do you feel that the situation is putting a strain on your new business today? Because customers are asking whether Commerzbank will soon be owned by Unicredit?
Our customers are very loyal, because we are with them too. They appreciate our strategy and that we stand by their side even in difficult times. Many relationships have existed for decades, some for more than a hundred years.

Some medium-sized companies have publicly campaigned for Commerzbank – for example, the head of Herrenknecht or TUI boss Sebastian Ebel. Would you like SMEs to participate in Commerzbank as well? Or doesn't the love go that far?
First of all, it is a strong signal when customers express themselves so clearly. We consider this to be a confirmation of our course. If this results in specific participations, this is also a sign. But for us, the priority is to implement our strategy.

Commerzbank has recently grown surprisingly strongly in its corporate business, although demand has not yet picked up properly. Are you offering extremely low pricing?
Nope. They talk about the marked credit growth. This is based on our long-standing, trusting customer relationships. We are involved in strategic decisions early on and see ourselves as partners. At the same time, we have focused our product range very directly on medium-sized companies. We want to offer, what we offer, excellently. This is how growth is created, also internationally. We are well on the way in the USA and Southeast Asia, in an increasingly fragmented world, but always as a bridge between our home markets of Germany, Austria, Switzerland and Poland and our global locations.

In what ways does political uncertainty in the USA contribute to the weakening of the rule of law and the rise of state arbitrariness there?
Our customers are watching this closely. For example, the short-term stop of the offshore wind farm "Empire Wind" off New York has caused great frustration. Investors react sensitively, become more cautious. But, at the same time, investment in the US continues to be encouraged. We are also now seeing growing interest from US investors in Europe. Commerzbank is also attractive to them because we are anchored in SMEs and can benefit from the new investment programmes for infrastructure and defence.

Are your current customer conversations leaning more toward pessimism, or are they focused on exploring opportunities? It’s evident that insolvency rates are on the rise.
Clearly opportunity-oriented. Many companies have done their homework in recent years, reduced costs, improved processes, including through Coronavirus times. Now they are looking at how they can use this strength, including through acquisitions. There is a lot planned. This shows that those who are prepared see opportunities rather than threats in the current situation.

Commerzbank is also part of the "Made for Germany" initiative, which was recently presented to the Chancellor's Office. What is your contribution?
"Made for Germany" is a strong signal from the economy, we show that we believe in Germany and want to move the country forward together. For Commerzbank, this means actively supporting our customers in their projects, even under uncertainty. We enable our customers to invest in infrastructure, renewable energy, storage and hydrogen technologies in a targeted manner, and we consciously take risks because we believe in a modern, stable Germany.

Well, that's your core business...
Certainly, but the initiative consists of companies that are strongly rooted in Germany. We want to send a signal that we want to move this country forward. Germany must act faster and move – as the third largest economy in the world, we have a responsibility.

Among the initiators are US financial investors such as Blackstone or KKR, explicit Trump supporters, who in turn declares to hate Germany. And these people now want to move Germany forward?
It is crucial that private investment supports Germany's transformation. We have an immense need for investment, and for this we absolutely need private, international capital.

Of course, but we have learned painfully that we should not make ourselves dependent on countries that are hostile to us, for example, in terms of energy supply. Do we also want to know critical infrastructure in the hands of such investors?
A clear distinction must be made here: core infrastructure must remain controllable, other areas can be opened up more broadly. The analysis of what is critical and what is not is crucial, not only for Germany, but internationally.

The latest figures indicate that SMEs are hesitant to prioritise investments. What steps can be taken to address this?
We need speed and a decisive reduction in bureaucracy – from approvals to reporting. Small and medium-sized enterprises are waiting for concrete, practical steps to make their lives easier.

Do we need a "chainsaw" for this?
Not necessarily a chainsaw, but it needs a clear roadmap, honest condition descriptions and consistent action. It is clear that we need urgent investment in infrastructure.

Is that the receipt for years of underinvestment and the debt-brake ideology?
In any case, too little has been invested in roads, bridges, waterways and energy networks. Now we must invest in a targeted manner, including with debt.

Broadly, when do these spending programmes come in?
We will feel effects from 2026. Assuming that the reduction of bureaucracy and the acceleration of permits are implemented, investments can be made more quickly. I am very optimistic about this.

The interview was conducted by Markus Zydra and Meike Schreiber of the Süddeutsche Zeitung.