UniCredit (UCG) investor relations material

Strategic alternatives and scenarios

• Two main scenarios: remaining below control (below majority stake) or achieving control of Commerzbank, each with distinct capital and return implications.

• Remaining below control yields over 20% net return, with full upside and downside protection, and allows for capital return strategies like share buybacks.

• Achieving control requires returns above cost of equity and involves significant incremental investment and capital consumption, but enables strategic transformation.

• Both scenarios are positioned as wins for shareholders, with the outcome dependent on tender take-up and further engagement.

Critique of Commerzbank's current trajectory

• Commerzbank's recent performance is seen as underwhelming, with weak growth, limited transformation, and reliance on temporary financial tailwinds.

• The German core franchise is considered neglected, with KPIs lagging peers and a growing focus on higher-risk international lending.

• Current strategy (Momentum) is viewed as unsustainable, risking further restructuring and long-term competitiveness.

• Net profit growth and key KPIs lagged sector and peer benchmarks from 2021–2025, mainly due to lack of transformation in Germany.

• 2025 saw significant cost overruns masked by lower provisions and charges, with growth driven by non-core international expansion and financial tailwinds.

Operating performance and valuation

• Valuation has re-rated by over 20 percentage points since a major investment, but this is not supported by underlying operating performance.

• The current strategy, Momentum, is seen as insufficient, with continued structural weaknesses and over-reliance on riskier international growth.

• Commerzbank remains vulnerable, with potential need for further restructuring and additional charges.