UniCredit (UCG) M&A announcement summary

Deal rationale and strategic fit

• The voluntary exchange offer aims to surpass the 30% threshold under German takeover law, enabling more flexibility and constructive engagement with Commerzbank and stakeholders.

• The intention is not to seek control but to foster dialogue and potentially unlock further value for both institutions.

• The move addresses risks from fluctuating stake sizes due to Commerzbank's share buybacks and removes the need to sell down to stay below 30%.

• Management believes a combination would benefit shareholders, Germany, and Europe by reducing market fragmentation.

• The approach is pragmatic and value-accretive regardless of outcome.

Financial terms and conditions

• The exchange offer proposes 0.485 UniCredit shares per Commerzbank share, implying a €30.8 price and a 4% premium as of March 13, 2026.

• The offer is for 100% of Commerzbank shares, but the expectation is not to reach full control.

• UniCredit currently holds about 26% directly and 4% via total return swaps.

• The exchange ratio will be set by BaFin based on the 3-month VWAPs of both companies.

• Financial impact on capital is expected to be negligible if no control is achieved.

Integration plans and timeline

• The acceptance period is expected to start in early May, following BaFin approval, and run for four weeks, ending in June.

• Settlement of the offer is anticipated in the first half of 2027, subject to regulatory clearances.

• An extraordinary general meeting will be called in early May to authorize the related capital increase.