UniCredit's Derivative Play Pushes Voting Rights to 38.87% as Commerzbank Retaliates with Record Dividend and Job Cuts
18.05.2026 - 15:11:51 | boerse-global.de
Commerzbank shareholders face a stark choice at Wednesday's annual general meeting in Wiesbaden: pocket the proposed 1.10 euro dividend — a near-70% jump from last year's 0.65 euro — or watch UniCredit creep ever closer to effective control without even buying new stock. The Italian lender's disclosed voting rights have ballooned to 38.87%, up from 32.64%, yet its direct equity stake remains static at 26.77%. The additional grip comes almost entirely through total return swaps, which now cover 12.10% of voting rights, compared with 5.87% previously.
The derivative-driven advance puts the Frankfurt-based bank's management on notice that influence can be amassed quietly, without a broad shareholder mandate. UniCredit's all-share offer of 0.485 of its own shares for each Commerzbank share, valued at roughly 34.56 euros per Commerzbank share on May 15, has so far lured only 0.006% of the target's stock. The acceptance period runs until June 16.
To counter that bid, CEO Bettina Orlopp and supervisory board chairman Jens Weidmann have urged investors to reject the offer, arguing it radically undervalues the bank. With Commerzbank shares trading at 36.15 euros — about 8% above their 200-day moving average — the market is already pricing in a premium over UniCredit's paper. The 12-month gain stands at roughly 41%, and analyst median price targets sit at 41.50 euros, well above the Italian proposal.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank's counter-narrative rests on the "Momentum 2030" strategy, unveiled in May, which targets a net return on equity of 21% by the end of the decade. Underpinning that ambition are first-quarter results that saw net profit rise over 9% to 913 million euros, prompting management to lift the full-year guidance to at least 3.4 billion euros. The plan also involves cutting roughly 3,000 full-time positions, largely through artificial intelligence deployment, while aiming for a cost-income ratio of 43% and total revenues of 16.8 billion euros by 2030.
The dividend proposal, payable on May 26, 2026, with an ex-date of May 21, is part of a broader payout strategy that envisions full profit distribution until the hard core capital ratio reaches 13.5%. Shareholders will also vote on a new authorization for share buybacks of up to 10% of share capital, following two previous programmes totaling around 1.5 billion euros since September 2025.
Political support adds a further layer. Chancellor Friedrich Merz has publicly criticised UniCredit's approach, and the German government retains a roughly 12% stake in Commerzbank. DSW vice-chair Klaus Nieding has warned that, given typical AGM attendance, a bloc of around 40% could wield de facto control — a threshold UniCredit has nearly breached. The meeting on May 20 will reveal how unified shareholders and policymakers stand behind Frankfurt's independence pitch. With the stock's relative strength index at 81, signalling overbought territory, the market has already priced in optimism. The question is whether the AGM can sustain that narrative against an Italian suitor that shows no sign of retreating.
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