REG-Commerzbank Aktiengesellschaft Commerzbank Rejects UniCredit’s Hostile Approach; Reaffirms Superior Value of Standalone Momentum Strategy

COMMERZBANK AGAnnouncement

Today 17:15

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   Commerzbank Aktiengesellschaft (CZB)
   Commerzbank Rejects UniCredit’s Hostile Approach; Reaffirms Superior Value
   of Standalone Momentum Strategy

   20-Apr-2026 / 18:05 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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     • Rejection of Hostile Approach: Commerzbank formally rejects
       UniCredit’s continued hostile tactics and misleading
       characterisations, which undermine the fundamental trust essential to
       the banking business and the interests of all stakeholders.
     • Superior Standalone Value: The Bank reaffirms the significant upside
       potential of its independent strategy, which delivers proven value
       with limited execution risk.
     • Speculative vs. Successful Model: UniCredit’s “restructuring proposal”
       is a speculative attempt to dismantle Commerzbank’s successful
       business model rather than a credible plan for value creation.
     • Absence of Premium: Despite its aggressive pursuit of control,
       UniCredit has again failed to propose a commensurate premium to
       Commerzbank shareholders.
     • Strategic Update: Commerzbank will present its updated financial
       targets and 2030 strategy alongside its Q1 results on 8 May 2026.

   Commerzbank has taken note of UniCredit S.p.A.’s presentation of 20 April
   2026. As set out in Commerzbank’s statement of 7 April 2026, Commerzbank
   has tried to engage constructively with UniCredit but no concrete
   combination plan for a mutually agreeable value-accretive transaction nor
   any reliable indications for a commensurate control premium from UniCredit
   have been put forward. UniCredit’s communication today has reconfirmed
   those fundamental shortcomings and laid bare a couple of core elements and
   facts about UniCredit’s pursuit of Commerzbank.

   “What UniCredit has presented today is not a value-creating business
   combination – it is a stand-alone restructuring proposal that has to be
   evaluated against the existing strategy of Commerzbank that delivers real,
   reliable value with limited execution risk. We are astonished that it took
   UniCredit more than 18 months to present a unilateral plan that lacks
   basic understanding of the drivers of our business model despite regular
   investor meetings during this period,” said Bettina Orlopp, Chief
   Executive Officer of Commerzbank.

   Another escalation in a highly aggressive and hostile approach

   UniCredit’s communication today reconfirms the persistent lack of any
   desire to put forward a constructive proposal. It rather follows a
   consistent pattern over more than 18 months starting with an unsolicited
   stake-building via financial instruments, repeated attacks on
   Commerzbank’s business model and management, and the announcement of an
   unsolicited public takeover offer whilst accusing Commerzbank of its
   supposed unwillingness to engage constructively. A takeover pursued in
   this manner is destructive to shareholder value and stakeholder trust,
   which is essential in banking.

   Still no real combination plan

   What UniCredit described today is not a convincing combination case. It is
   an attempted restructuring proposal by a direct competitor, cutting into
   the core value chain of the German Mittelstand regarding its international
   business and trade finance. It comprises a compression of Commerzbank’s
   cost base modelled on HypoVereinsbank, and a reorientation away from the
   Mittelstand franchise that defines the Bank’s competitive position. At the
   same time, UniCredit has not revealed any substantive new details on its
   actual combination plan – be it actual levers, cost-to-achieve or
   timeline. This has been repeatedly requested by Commerzbank and been
   denied to date. Any supposed combination benefits presented today remain
   vague and back-end loaded with implementation starting only from 2029/2030
   onwards and realisation potentially taking “a couple of years”.

   Still no premium to Commerzbank shareholders

   UniCredit has reiterated its desire to obtain control over Commerzbank,
   but instead of offering Commerzbank shareholders a commensurate premium
   for such control it is seeking to obtain, it does the opposite and is
   attacking the current performance and valuation of Commerzbank. This is
   highly concerning from a governance, regulatory and shareholder
   perspective. Commerzbank re-emphasises that any takeover offer must
   include a market-standard premium, next to a combination case that creates
   value for all stakeholders.

   Our Momentum strategy delivers – and the case will be made in full on 8
   May

   Commerzbank’s standalone Momentum strategy is working. The Bank delivered
   its best operating result in its history in the financial year 2025, with
   operating profit up 18% to €4.5 billion and all self-imposed growth
   targets met or exceeded – without dismantling its international footprint
   and without the execution risks inherent in a cross-border banking merger.

   On 8 May 2026, Commerzbank will present its updated financial targets and
   strategy through to 2030 and will set out a comprehensive response to
   UniCredit’s specific claims once UniCredit has also published the full
   details of its announced take-over offer to Commerzbank shareholders. The
   events over the past 18 months have shown that UniCredit may
   opportunistically revise its communicated plans and intentions within
   short notice. Commerzbank remains highly concerned about the nature and
   level of attack UniCredit has chosen vis-à-vis a competitor and a
   systematically relevant bank.

    

   Press contact
   Max Hohenberg +49 69 9353-34249

   Investors’ contact
   Christoph Wortig +49 69 9353-47710

    

   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 personally in its around
   400 branches. 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 5.9 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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   ISIN:          DE000CBK1001
   Category Code: MSCL
   TIDM:          CZB
   LEI Code:      851WYGNLUQLFZBSYGB56
   Sequence No.:  424482
   EQS News ID:   2311522


    
   End of Announcement EQS News Service

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