REG-Commerzbank Aktiengesellschaft Commerzbank reaffirms upside potential of its existing business strategy and currently sees no basis for a mutually agreed value-accretive transaction after interactions with UniCredit

COMMERZBANK AGAnnouncement

Today 13:15

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   Commerzbank Aktiengesellschaft (CZB)
   Commerzbank reaffirms upside potential of its existing business strategy
   and currently sees no basis for a mutually agreed value-accretive
   transaction after interactions with UniCredit

   07-Apr-2026 / 14:04 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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     • Commerzbank comments on UniCredit’s most recent publications
     • Interactions with UniCredit have, in Commerzbank’s view, not
       demonstrated sufficient value upside potential for its shareholders
       beyond the current standalone strategy
     • UniCredit has also shown no willingness to offer Commerzbank
       shareholders a necessary adequate premium
     • On this basis, an agreed solution is currently not evident
     • Commerzbank plans to publish the previously announced upgrade to its
       financial targets alongside its quarterly results on 8 May 2026

   Commerzbank has taken note of the publications by UniCredit S.p.A. dated
   3 April 2026, which are related to the invitation to UniCredit’s
   extraordinary general meeting. Commerzbank disagrees with the conclusions
   drawn therein in large part, and in particular with the assertion that
   Commerzbank has refused to engage constructively with UniCredit on a
   value-creating transaction.

   In recent weeks, several interactions have taken place with UniCredit –
   the last shortly before the aforementioned UniCredit publications – in
   order to constructively explore the basis and benefits of the takeover
   offer announced by UniCredit to Commerzbank’s shareholders.

   In addition, there has been regular and transparent dialogue with
   UniCredit as shareholder over the past 18 months. During this time,
   however, UniCredit did not raise any specific requests or suggestions –
   for example regarding Commerzbank's business model or potential areas of
   cooperation – nor did it put forward any potential cornerstones of a
   transaction.

   The cornerstones of a transaction outlined now verbally by UniCredit have,
   in Commerzbank’s view, not demonstrated sufficient value creation
   potential for Commerzbank’s shareholders beyond the current standalone
   strategy and its planning horizon. A significant part of the potential
   outlined by UniCredit is not based on a combination of the two
   institutions and can therefore also be realized by Commerzbank
   independently, without the significant execution risks associated with a
   transaction. Furthermore, UniCredit has repeatedly confirmed in the
   interactions that it currently sees no room for a necessary
   market-standard premium or an improvement of the terms of its public
   takeover offer announced on 16 March 2026.

   On this basis, an agreed solution is currently not evident to Commerzbank.
   Furthermore, UniCredit’s actions and announcements to date have been
   repeatedly made without prior coordination with Commerzbank. This approach
   makes it difficult to build the mutual trust necessary for a successful
   transaction.

   Commerzbank will continue to focus on the successful implementation of its
   standalone strategy. The Momentum strategy is value-creating, the
   operational momentum is sustainable, and its execution follows a clearly
   communicated strategic agenda with low execution risks.

   In this context, Commerzbank will announce increased financial targets –
   as already indicated in February – as well as further details of its
   strategy update with the publication of its quarterly results on
   8 May 2026. As previously communicated, the company sees additional upside
   beyond the targets originally set for 2028.

   Commerzbank remains open to discussions and proposals that create concrete
   value for its shareholders and stakeholders.

    

   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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   Dissemination of a Regulatory Announcement, transmitted by  1 EQS Group.
   The issuer is solely responsible for the content of this announcement.

   View original content:  2 EQS News

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   ISIN:          DE000CBK1001
   Category Code: MSCL
   TIDM:          CZB
   LEI Code:      851WYGNLUQLFZBSYGB56
   Sequence No.:  423225
   EQS News ID:   2304262


    
   End of Announcement EQS News Service

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