UniCredit published its offer document for the acquisition of all Commerzbank shares. Compared to the announcement on 16 March 2026, the terms are unchanged: UniCredit is offering 0.485 new UniCredit shares per Commerzbank share, which, based on UniCredit’s closing price of €64.06 as of 4 May 2026, the day prior to publication of the offer document, corresponds to a price of approximately €31.07. The implied offer price thus represents a discount of 8.7% to the closing price of Commerzbank shares of €34.02 as of 4 May 2026.

The Board of Managing Directors and the Supervisory Board of Commerzbank will carefully review the offer document and publish their reasoned opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) within the statutory deadline.

Separately, on 8 May 2026, Commerzbank has published a presentation highlighting its selected preliminary observations on UniCredit’s offer and the presentation published on 20 April 2026.

From Commerzbank’s perspective, UniCredit’s communicated plan remains vague and bears considerable execution risks, while using misleading narratives that discredit Commerzbank. Commerzbank shareholders are asked by UniCredit to accept a highly unclear outcome and to give up upside as well as control for no premium.

UniCredit published its offer document on 5 May 2026, at which point the official acceptance period began. The Board of Managing Directors and the Supervisory Board of Commerzbank will now carefully review the offer document. They will then publish a reasoned opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG).

After the announcement of the offer, several interactions have taken place in order to constructively explore the basis and benefits of the takeover offer announced by UniCredit. However, from Commerzbank’s view, these interactions have not yet demonstrated sufficient value creation potential for Commerzbank’s shareholders beyond the current standalone strategy. The new “Momentum 2030” targets through 2030 reflect this – ambitious while remaining reliable in their execution. Every alternative must be measured against this.

Commerzbank will continue to act in the best interest of its shareholders and other stakeholders and focus on sustainable value creation. The Bank remains open for discussions if UniCredit is prepared to offer an attractive premium and to engage on a plan that takes the key pillars of Commerzbank’s business model and strategy into account.

On 8 May 2026, Commerzbank has published a presentation highlighting its selected preliminary observations on UniCredit’s offer and the presentation published on 20 April 2026.

From Commerzbank’s perspective, UniCredit’s communicated plan remains vague and bears considerable execution risks, while using misleading narratives that discredit Commerzbank. Commerzbank shareholders are asked by UniCredit to accept a highly unclear outcome and to give up upside as well as control for no premium.

The current situation has no impact on our day-to-day business. Our services and products remain fully available. Nothing changes in our collaboration with our customers. They can continue to count on the services and support of Commerzbank.

Commerzbank is a core pillar of the German banking market, a reliable partner for the domestic economy and in international markets. We bear responsibility for our customers and act as an important financial backer of the German Mittelstand. We are very proud of this status and we are fully aware of the responsibility arising from it.

The current situation has no impact on our subsidiaries. The collaboration with clients and partners remains unchanged.

Commerzbank shareholders are advised to take no action until the reasoned statement by Commerzbank is available to be included in their considerations.

UniCredit published its offer document on 5 May 2026. A result is expected following the end of the extended acceptance period, which is expected to run until 3 July 2026. However, UniCredit has stated that closing of the takeover offer is not expected until 2027, as UniCredit must obtain various regulatory approvals regardless of the outcome.

Commerzbank's focus remains unchanged. It lies on the successful implementation of its Momentum strategy, which was introduced in February 2025 and was updated with "Momentum 2030" through to 2030 on 8 May 2026. The Momentum 2030 strategy is value-creating, the operational momentum is sustainable, and its execution follows a clearly communicated strategic agenda with low execution risks.

Commerzbank is accelerating growth and consistently advancing the Bank's transformation. By 2028, the Bank is targeting a net return on equity of around 17%, up from the previous forecast of 15%. By 2030, it expects a further increase to around 21%. The net result is set to increase to €4.6bn by 2028 and to €5.9bn by 2030. Revenues are anticipated to grow to €15.0bn by 2028 and to €16.8bn by 2030, implying a compound annual growth rate (CAGR) of 6%.

Statements from political stakeholders, the Bank’s works councils, from the market and customers on UniCredit's unsolicited takeover offer are clear: There is strong confidence in Commerzbank's independent strategy.