Are you considering stepping down, Ms Orlopp?

Ms Orlopp, Unicredit now controls almost 50% of the voting rights in Commerzbank. What happens next?
We took note of this today, just like everyone else. However, we have had a little more time to prepare for it because we can monitor the shareholder structure on a daily basis. What confirms us in our mandate to act in the interests of our shareholders is the fact that only a small portion of the free float - around 70% of the share capital - was tendered, namely less than one third. And if you take a closer look, it was primarily banks and parties connected to Unicredit that tendered their shares, rather than institutional investors and retail shareholders. Combined, those two groups accounted for less than two percentage points.

Who tendered is irrelevant. There are no second-class shareholders, are there?
That is true, which is why we need to establish a constructive dialogue. The priority is to avoid instability.

Unicredit has increased its stake to almost 50%. Has your defence strategy failed?
No. When we started in September 2024, the share price was not where it should have been. Since then, we have delivered on everything we promised the market and our investors. Our objective was to create value, not pursue a defence strategy that destroys value. We have demonstrated that very clearly. We recorded a record year in 2025, have highly ambitious targets for 2026 and beyond, and the share price has tripled since September and doubled since February 2025. Last year alone, we returned €2.4 billion to shareholders. Anyone who follows Commerzbank over a longer period knows that this is something entirely new. Everyone benefits from this: customers, employees and shareholders. That includes Unicredit.

You say you remain open to constructive dialogue. But those discussions need to become significantly more constructive; otherwise, this process could drag on indefinitely.
We have held meetings every quarter, and those will continue. It has also become public knowledge that after the Annual General Meeting, during the takeover process, I made another attempt to engage in dialogue.

In other countries, a “put up or shut up” rule would eventually bring such a situation to an end.
I do regret that Germany does not have such a rule. It would provide greater clarity and ensure that all shareholders can make their decisions through an open and transparent process. In the short term, nothing changes because the voting rights will only become available once the ECB has granted approval. Moreover, Unicredit is still well below the 75% threshold needed for a qualified majority vote at the Annual General Meeting.

Does Andrea Orcel now have greater access to information?
It is not entirely straightforward because, legally speaking, we remain competitors. If the situation were to move towards full consolidation, we would naturally provide the financial information required for that purpose. However, when it comes to matters such as specific credit decisions, that enters a grey area. We will probably need to clarify those issues jointly with Unicredit and the supervisory authorities.

How will investor discussions change ahead of the next quarter?
I cannot say at this stage because those discussions have not yet taken place. We will conduct them as we have always done with Unicredit: very constructively and openly. There is no question that we would refuse to answer unless it concerns genuinely confidential matters. I can say that since September 2024, there has not been a single question from Unicredit that we have left unanswered.

A few months ago, you said this would be a very difficult situation with a major shareholder that is also a competitor.
And that remains true. Therefore, in the upcoming quarterly meetings — at a point when the share exchange offer has not yet been completed and voting rights have not yet been transferred — we will continue as we always have. We will share information in the same way we do with all other investors. Of course, the situation is challenging. Unicredit is a competitor, and that naturally creates uncertainty. But in terms of day-to-day business, nothing changes for the time being.

When is a red line crossed — when do you say: enough is enough?
I do not believe in red lines. We have a responsibility towards our shareholders, customers and employees. We have repeatedly tried to engage in constructive dialogue to see whether there is a path towards a shared strategy. That requires movement from both sides.

What kind of steps could those be?
A recognition of the strengths of our business model. According to the latest rankings, we are Germany’s leading SME bank and the number one corporate bank. We hold a unique position thanks to our distinctive business model, particularly with regard to our international network.

But we have been at that stage for quite some time. Does Unicredit need to provide safeguards in order to move the process forward?
A detailed plan needs to be developed that outlines the key areas involved and the implications for the market. It must also explain what would happen in the event of a crisis and who would bear responsibility. That is precisely why the German government is concerned.

Unicredit paid very little premium. Do you interpret that as a lack of willingness to engage?
It is hard to ignore the fact that Unicredit needs more than mere control. As long as there is no domination agreement, no merger and no squeeze-out, I must continue to operate independently because there are minority shareholders whose interests I am obliged to protect. Every management board and every supervisory board is required to act solely in the interests of the institution, not in the interests of a major shareholder. To realise the synergies that Unicredit has put forward — and those synergies are what would ultimately create value — I need structural measures and qualified majorities. Nor can I implement an integration without the support of employee representatives. That simply would not work.

Unicredit has communicated highly ambitious synergy targets.
In our case, we are not a restructuring story. We are performing very successfully and have set ourselves highly ambitious targets that we are convinced are achievable. So far, we have demonstrated that we deliver. Additional value can only come through integration and synergies. For that, I need a sensible agreement on the business model, as well as the support of management, the Supervisory Board, employee representatives and the federal government as the second-largest shareholder.

What would have to happen for you personally to say: I have done everything I can, that is enough. Have you considered stepping down?
I have a responsibility and a mandate. I do not believe one can simply walk away because things become a little difficult. My contract runs until 2029. As long as I have the confidence of the Supervisory Board, our employees and our customers, that question does not arise for me.

Would you prefer a different bidder? A white knight, perhaps?
That is not for me to wish for. What matters most is ensuring that we choose the course of action that best serves our stakeholders. It starts with shareholders: what creates and sustains value? Not only for the target company but also for the acquiring company. But it must also work for customers. The resulting business model must remain attractive. Otherwise, we will all have gained nothing if customers decide to leave. Unicredit will soon hold just under 50%, so speculating about alternative buyers would be inappropriate.

The Deutsche Bank turned down an offer back in 2019.
But that process unfolded as it should. I was involved at the time. The parties sat down together and assessed what such a combination could look like. In the end, both sides concluded that it would be better for each institution to focus on its own transformation and restructuring.

What could value creation in a combination with Unicredit look like?
At this point in time, that is not a relevant question. Our targets speak for themselves. Who would have believed just a few years ago that we could generate a return on equity of 17% by 2028? We can achieve that on our own. To unlock synergies with Unicredit, I need discussions and agreement on how this could work in practice. Integrations are difficult, but absolutely achievable. I have spent half my professional life doing them. However, in my view, they are impossible if the approach is hostile. A functioning social partnership is essential. Without constructive dialogue between management and employee representatives, I lose the workforce. I lose the team that serves our customers every day.

What do you make of the fact that the German government still owns a 12% stake in Commerzbank? You run a DAX-listed, privately managed company that has been successfully restructured. Is it right for the state to protect a single bank?
Back in September 2024, when the then federal government announced its intention to reduce its stake, I said that I understood the plan, but that it needed to be carried out through an orderly process. At the time, we were in a special situation. We were already making excellent progress with our restructuring, but our share price had not yet reflected that. That is not the ideal environment in which to sell. Today, the government’s position is that of a shareholder on the one hand, but on the other hand it also has to consider Germany as a financial and economic location.

When was the last time you had direct contact with Mr Orcel?
After the Annual General Meeting, when I made that attempt to establish a constructive dialogue.

Was there any contact yesterday following the announcement of the offer results?
No, but the next quarterly update would be a natural opportunity. As usual, we will offer a meeting.

Do you view the pending regulatory approvals as a protective barrier?
No. This is simply the normal process. Nevertheless, the mandate is clear for both institutions. We have a responsibility. Both banks are systemically important institutions and must ensure stability. Banking is built on trust. We therefore have a responsibility, and we should use the coming months to live up to that responsibility.

Do you think Orcel could lose interest in the takeover?
That is not within our control, so we spend very little time thinking about it.

How would you describe the mood within the organisation?
Resilience and stability. We closely monitor employee turnover rates and customer-related metrics. Both remain very stable. Communication is extremely important in this context. We have a regular update format called “State of Play”, through which we continuously keep people informed. One of our advantages is our very flat hierarchy, which allows us to reach all colleagues very quickly. Continuous and consistent communication is essential.

How do you keep the team motivated to deliver the 2026 results?
From the outset, our guiding principle has been value creation for all stakeholders and balancing the interests of shareholders, customers and employees. For the first time in decades, we have maintained a consistently high bonus pool for variable compensation. Employees can see that their efforts are being recognised and rewarded. We have delivered on our promise that as profitability increases, we will invest in our people.

How personally demanding do you find the situation?
It is important to maintain a healthy balance and to make time for yourself and your family. That helps, and it is something I actively do.

And when you look ahead to the next Annual General Meeting? So far, Unicredit has remained relatively quiet.
First and foremost, we want to finish this year successfully. After all, an Annual General Meeting is primarily about the previous financial year. In addition, our Chairman of the Supervisory Board, Jens Weidmann, conducts a governance roadshow before every Annual General Meeting. He meets with major shareholders to discuss the agenda and proposed resolutions. I assume that he will also speak with Unicredit.

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