REG-Commerzbank Aktiengesellschaft Commerzbank Board of Managing Directors and Supervisory Board recommend that shareholders not accept UniCredit’s exchange offer – greater value creation through successful stand-alone strategy

COMMERZBANK AGAnnouncement

Mon 11:45

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   Commerzbank Aktiengesellschaft (CZB)
   Commerzbank Board of Managing Directors and Supervisory Board recommend
   that shareholders not accept UniCredit’s exchange offer – greater value
   creation through successful stand-alone strategy

   18-May-2026 / 12:41 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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     • Board of Managing Directors and Supervisory Board publish joint
       reasoned statement
     • Offer provides no adequate premium and does not reflect the
       fundamental value of Commerzbank
     • UniCredit’s plan is vague and entails considerable risks
     • UniCredit significantly underestimates revenue losses, overestimates
       synergies, and assumes an unrealistic implementation timeline
     • Commerzbank’s “Momentum 2030” strategy creates greater value with low
       implementation risks – shareholders who remain invested participate in
       that upside

   The Board of Managing Directors and Supervisory Board of Commerzbank AG
   have today published their joint reasoned statement pursuant to Sec. 27
   (1) of the German Securities Acquisition and Takeover Act
   (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) on the voluntary public
   takeover offer in the form of an exchange offer by UniCredit S.p.A.
   Following careful review of the offer document dated 5 May 2026, they
   reach a clear conclusion: UniCredit is not offering Commerzbank
   shareholders an adequate premium and it has not presented a coherent and
   credible strategic plan for a combination. Both bodies are convinced that,
   by implementing the “Momentum 2030” strategy, Commerzbank creates greater
   value on a stand-alone basis than UniCredit’s proposal. The Board of
   Managing Directors and Supervisory Board of Commerzbank recommend that
   Commerzbank shareholders do not accept the offer.

   Offer does not adequately reflect the fundamental value and upside
   potential of Commerzbank

    The Board of Managing Directors and Supervisory Board have conducted a
   comprehensive assessment of the adequacy of the offer consideration. This
   assessment took into account, among other factors, the historical share
   price performance of the Commerzbank share, the statutory minimum price,
   equity research analysts’ target prices, customary takeover premiums in
   public takeover offers, valuation multiples of European banks, and the
   value potential of Commerzbank based on its current business plan and
   “Momentum 2030” strategy.

   The conclusion is unambiguous: the implied offer value constitutes a
   significant discount compared to the long-term value creation potential of
   Commerzbank as well as to the current trading metrics. Since the
   announcement of the offer, the Commerzbank share has closed above the
   implied offer value on every single trading day. On 15 May 2026, the last
   trading day prior to the publication of the reasoned statement, the
   implied offer value of €34.56 again fell short of Commerzbank’s closing
   share price of €36.48. Independent equity research analysts place the
   median target price for the Commerzbank share already at approximately
   €41.50.

   Based on this analysis, the Board of Managing Directors and Supervisory
   Board conclude that the financial consideration of the unsolicited offer
   is not adequate. It is based exclusively on the statutory minimum
   consideration and is therefore an opportunistic attempt to acquire
   control. It neither reflects the fundamental value of Commerzbank nor does
   it offer an adequate premium to Commerzbank shareholders. By launching
   this offer, UniCredit will bring itself into a position to obtain control
   over Commerzbank without offering adequate compensation to Commerzbank
   shareholders.

   “UniCredit’s takeover offer does not offer an adequate premium to our
   shareholders. What is described as a combination is in fact a
   restructuring proposal that would massively impact our proven and
   profitable business model,” said Bettina Orlopp, Chief Executive Officer.
   “At Commerzbank, we have a clear and successful strategy, which offers an
   attractive growth case to our shareholders. That is the benchmark.”

   UniCredit’s plan for Commerzbank is vague and entails considerable risks

    In the view of the Board of Managing Directors and Supervisory Board,
   UniCredit is inaccurately assessing the revenue losses, cost saving
   potential, and restructuring costs as well as the time required to
   implement its planned measures. This applies in particular to the
   headcount reductions envisaged by UniCredit, the complex IT integration,
   and revenue losses arising from overlaps in the Corporate Clients
   business. In summary, UniCredit’s synergy assumptions are neither robust
   nor convincing and are described by UniCredit itself as “speculative”.
   Furthermore, the planned reduction of Commerzbank’s international network
   would significantly weaken the Bank’s ability to support the
   export-oriented German Mittelstand worldwide. The envisaged dismantling of
   existing business activities would have significant negative impact on
   customer relationships, market position, and revenue streams.

   In the view of the Board of Managing Directors and the Supervisory Board,
   realising synergies and executing any realistic forward-looking earnings
   plan require constructive and trusting cooperation. The foundation for
   such cooperation has been severely undermined among Commerzbank’s
   stakeholders by UniCredit’s ongoing uncoordinated conduct and its
   repeatedly misleading communications.

   “UniCredit’s speculative proposals entail considerable risks, posing a
   threat to the customer relationships Commerzbank has built on trust and
   reliability, as well as the motivation of its employees. As the offer is
   structured as a share exchange in UniCredit shares, Commerzbank
   shareholders who accept the offer would have to take on these risks as
   future UniCredit shareholders. This further underscores why we recommend
   that shareholders do not accept the offer,” said Jens Weidmann, Chairman
   of the Supervisory Board.

   Commerzbank shareholders are asked to bear the risks of an offer with an
   uncertain outcome

   The outcome of UniCredit’s offer is open and uncertain for Commerzbank
   shareholders: There is no clarity as to which ownership thresholds will
   ultimately be reached and no certainty as to whether the promised
   synergies can be achieved.

   Unlike a cash offer, the actual value of the consideration remains
   uncertain until settlement and depends on the performance of the UniCredit
   share price. UniCredit does not expect settlement until 2027, with the
   offer document citing 2 July 2027 as the latest possible settlement date.

   “Momentum 2030” provides Commerzbank with a clearly defined growth path
   and creates greater value on a stand-alone basis – with low implementation
   risks

   Commerzbank today is in its strongest position in many years. Following a
   record result in 2025, it has made a very strong start to 2026. With its
   refined “Momentum 2030” strategy, the Bank is consistently pursuing growth
   and transformation, with artificial intelligence as a key catalyst for
   increasing profitability and creating value for its shareholders – on a
   stand-alone basis and with low implementation risk. Any alternative must
   be assessed against this benchmark.

   With “Momentum 2030”, Commerzbank plans to increase revenues to €16.8
   billion by 2030, grow net profit to €5.9 billion, improve the cost-income
   ratio including compulsory contributions to 43% and excluding compulsory
   contributions to 41%, and achieve a net return on tangible equity of 21%.
   Shareholders benefit directly from the success of this strategy: by 2030,
   Commerzbank intends to return approximately half of its current market
   capitalisation to shareholders through dividends and share buybacks. The
   Bank targets a payout ratio of 100% until its CET 1 target ratio of 13.5%
   is reached. For the 2025 financial year, Commerzbank has proposed a record
   dividend of €1.10 per share for approval at the Annual General Meeting.

   The Board of Managing Directors and Supervisory Board of Commerzbank are
   convinced: the implementation of the “Momentum 2030” strategy offers
   significantly greater and more sustainable value creation potential than
   the alternative outlined by UniCredit. Shareholders who remain invested
   continue to directly participate in that value creation.

   The Board of Managing Directors and Supervisory Board of Commerzbank have
   been and will remain open to dialogue if UniCredit is prepared to offer
   Commerzbank shareholders an attractive premium and to engage on a plan
   that builds on the strengths of Commerzbank’s business model and its
   strategy. By taking this position, Commerzbank continues to act in the
   best interests of its shareholders, customers, and employees.

   Publication of the reasoned statement

    The joint reasoned statement of the Board of Managing Directors and
   Supervisory Board is available in German and as a non-binding English
   translation on the  1 Commerzbank website.

   This press release does not constitute a supplement, explanation or
   summary of the joint reasoned statement of the Board of Managing Directors
   and Supervisory Board pursuant to Sec. 27 WpÜG. Commerzbank shareholders
   are recommended to carefully and thoroughly read the offer document
   published by UniCredit, the joint reasoned statement of Commerzbank’s
   Board of Managing Directors and Supervisory Board, and all further
   documents published in connection with the offer before deciding whether
   or not to accept the offer.

   Press contact
   Max Hohenberg +49 69 9353-34249
   Erik Nebel  +49 69 9353-45712

   Contact for investors
   Investor Relations +49 69 9353-10080

   About Commerzbank
   With its two business segments – Corporate Clients and Private and
   Small-Business Customers –, Commerzbank, as a full-service bank, offers a
   comprehensive portfolio of financial services. It is the leading bank in
   the Corporate Clients Business in Germany and for the German Mittelstand
   and a strong partner for around 24,000 corporate client groups and
   accounts for approximately 30% of German foreign trade. The Bank is
   present internationally in more than 40 countries in the corporate
   clients’ business – wherever its Mittelstand clients, large corporates,
   and institutional clients need it. In addition, Commerzbank supports its
   international clients with a business relationship to Germany, Austria, or
   Switzerland and companies operating in selected future-oriented
   industries. With more than €400bn assets under management, Commerzbank is
   also one of the leading banks for private and small-business customers in
   Germany. Under the brand Commerzbank, it offers a wide range of products
   and services with an omni-channel approach: online and mobile, via phone
   or video in the remote advisory centre, and in person at its around
   400 locations across Germany. Under the brand comdirect, it offers all
   core services as a digital primary bank 24/7 and, as a performance broker,
   solutions for saving, investing, and securities trading. Its Polish
   subsidiary mBank S.A. is an innovative digital bank that serves around
   6 million private and corporate customers, predominantly in Poland, as
   well as in the Czech Republic and Slovakia.

   Disclaimer
   This release contains forward-looking statements. Forward-looking
   statements are statements that are not historical facts. In this release,
   these statements concern inter alia the expected future business of
   Commerzbank, efficiency gains and expected synergies, expected growth
   prospects and other opportunities for an increase in value of Commerzbank
   as well as expected future financial results, restructuring costs and
   other financial developments and information. These forward-looking
   statements are based on the management’s current plans, expectations,
   estimates and projections. They are subject to a number of assumptions and
   involve known and unknown risks, uncertainties and other factors that may
   cause actual results and developments to differ materially from any future
   results and developments expressed or implied by such forward-looking
   statements. Such factors include, amongst others, the conditions in the
   financial markets in Germany, in Europe, in the USA and other regions from
   which Commerzbank derives a substantial portion of its revenues and in
   which Commerzbank holds a substantial portion of its assets, the
   development of asset prices and market volatility, especially due to the
   ongoing European debt crisis, potential defaults of borrowers or trading
   counterparties, the implementation of its strategic initiatives to improve
   its business model, the reliability of its risk management policies,
   procedures and methods, risks arising as a result of regulatory change and
   other risks. Forward-looking statements therefore speak only as of the
   date they are made. Commerzbank has no obligation to update or release any
   revisions to the forward-looking statements contained in this release to
   reflect events or circumstances after the date of this release.

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   Dissemination of a Regulatory Announcement, transmitted by  2 EQS Group.
   The issuer is solely responsible for the content of this announcement.

   View original content:  3 EQS News

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   ISIN:          DE000CBK1001
   Category Code: MSCL
   TIDM:          CZB
   LEI Code:      851WYGNLUQLFZBSYGB56
   Sequence No.:  427740
   EQS News ID:   2329126


    
   End of Announcement EQS News Service

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