UniCredit is preparing to ask Commerzbank to convene an extraordinary general meeting (EGM) as soon as regulators approve its increasing stake, according to CEO Andrea Orcel. The move signals that the Italian lender intends to use its growing influence quickly, even as it keeps any full merger on hold for now.
Two-phase strategy
Speaking alongside CFO Stefano Porro, Orcel laid out a two-step approach. In what he called “Phase 1,” UniCredit would apply its “Unlocked” strategy at Commerzbank without integrating the two banks. That means focusing on governance, performance targets, and capital allocation rather than merging branch networks or systems. The goal is to lift Commerzbank’s performance through better management and clearer objectives, not through a costly and complex operational merger.
“Phase 2” would involve a deeper tie-up between Commerzbank and UniCredit’s German subsidiary, HVB. But Orcel stressed that this phase depends on regulatory authorizations and support from stakeholders, and he cautioned that deal law moves slowly. In other words, a full combination is not imminent and may never happen if conditions aren’t met.
Near-50% stake as a working level
Orcel described “near-50%” as the working stake for the foreseeable future. That level gives UniCredit significant influence over shareholder votes and board decisions without crossing the 50% threshold, which he linked to potentially triggering a mandatory bid for mBank, another bank in UniCredit’s orbit. By staying just below that line, UniCredit can shape outcomes while avoiding extra regulatory and financial complications.
Porro underlined that UniCredit’s €10 earnings-per-share target for 2028 assumes only Phase 1, not any HVB-Commerzbank combination. That’s an important signal for investors: the bank’s medium-term earnings plan is not dependent on a full merger being completed.
Why the EGM matters
With a holding close to half the shares, UniCredit may not need outright majority ownership to influence vote-driven outcomes like board composition and key resolutions. By pushing for an EGM as soon as supervisors sign off, it’s signaling that it wants to use that influence quickly, while avoiding the extra complications associated with crossing 50%.
For investors, this reframes what can reasonably be priced in today. Commerzbank’s nearer-term story may hinge more on the credibility and pace of Phase 1 execution than on a full takeover. UniCredit’s 2028 earnings plan is framed as achievable without betting on a full HVB tie-up, which reduces some uncertainty but also means the upside from a deeper merger isn’t guaranteed.
What it means for investors
For everyday investors, the key takeaway is that UniCredit is moving step by step. It’s not rushing into a full merger, but it’s also not waiting idly. The EGM request is a concrete action that could lead to changes at Commerzbank sooner rather than later.
Investors should watch for regulatory approvals and the timing of the EGM. If UniCredit gets the green light and calls the meeting, it could propose new board members or resolutions that align Commerzbank more closely with its “Unlocked” strategy. That could affect Commerzbank’s share price and its future dividend or capital plans.
At the same time, the €10 EPS target for 2028 gives UniCredit shareholders a clear benchmark. It’s a promise that the bank can grow earnings without a full merger, which is reassuring but also means the market shouldn’t expect a quick windfall from a Commerzbank-HVB combination.
As always, nothing is certain until regulators and shareholders weigh in. But the direction is clear: UniCredit is positioning itself to have a say in Commerzbank’s future, and it’s doing so in a measured, phased way.
