UniCredit’s 38.87% Stake Overshadows Commerzbank’s Landslide AGM Mandate
21.05.2026 - 12:42:40 | boerse-global.de
Commerzbank walked away from its annual shareholder meeting with a near-unanimous vote of confidence, yet the gathering in Wiesbaden did little to halt the Italian lender crawling closer from the wings. UniCredit has now locked in voting rights totalling 38.87%, a position that gives the Milan-based giant de facto blocking power even as the German bank’s management insists on remaining independent.
The numbers from the May 20 meeting were unambiguously in the board’s favour. Executive committee members received approval percentages ranging from 99.58% to 99.64%, while supervisory board members scored between 98.36% and 99.64%. The message, according to the bank, was clear: shareholders back the stand-alone “Momentum 2030” strategy, which targets cutting 3,000 jobs and leaning heavily on artificial intelligence to lift profitability.
But the voting rights tally tells a different story. UniCredit has secured 38.87% of Commerzbank voting rights through direct holdings and derivatives, according to the latest filings. That is well above the blocking minority threshold and gives Andrea Orcel’s group significant influence, even though the CEO himself stayed away from Wiesbaden — a move widely interpreted as an attempt to avoid inflaming the atmosphere.
The offer on the table remains the same: 0.485 newly issued UniCredit shares for each Commerzbank share. The acceptance period runs until June 16, 2026, with a possible regulatory extension to July 3, 2026. Both Commerzbank’s management and its supervisory board have recommended rejection, arguing the bid undervalues the fundamental worth of the bank and carries material execution risks.
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Shareholders also gave a resounding green light to the capital return programme. A dividend of €1.10 per share for 2025 was approved with 99.88% support, representing a total payout of around €1.2 billion. Combined with two already completed share buyback programmes worth a combined €1.5 billion, the total capital return for 2025 comes to roughly €2.7 billion. New authorisations for further buybacks — up to 10% of share capital — were also granted, though these remain subject to approval from the European Central Bank and Germany’s Finanzagentur.
The stock market response has been mixed. In the immediate aftermath of the AGM, the shares traded close to their 52-week high of €37.75, more than 10% above the 200-day moving average. Since then, however, the price has slipped. On Thursday, Commerzbank stock stood at €36.22, down 2.58% on the day, with the relative strength index at 81 — a classic overbought signal. The current market price still trades above the implied value of UniCredit’s exchange offer, feeding speculation that the Italian group may need to sweeten the terms if it wants to secure majority acceptance.
The German government, which still holds roughly 12% of Commerzbank, has publicly opposed the takeover. Employees made their own feelings known at the AGM, protesting against a potential merger amid union warnings of branch closures and job cuts.
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The next hard deadline is June 16. If UniCredit extends the offer into July, the stand-off will rumble on, with each new voting rights disclosure shifting the bargaining positions of both sides. The 99.64% mandate is powerful, but it has not yet silenced the noise from Milan.
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