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.

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 with 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.

We remain open to discussions and proposals that create concrete value for our shareholders and stakeholders.

What UniCredit presented on 20 April is not a convincing combination case. It is a restructuring proposal by a direct competitor that has to be evaluated against our existing successful strategy. Commerzbank has clearly rejected this once again unsolicited proposal and UniCredit's hostile approach. UniCredit has still not revealed any substantive new details on an actual plan for a value-accretive combination — be it actual levers, cost-to-achieve or timeline. Commerzbank re-emphasises that any takeover offer must include a market-standard premium and be based on a combination case that creates value for all stakeholders.

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. 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.

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.