UniCredit (UCG) M&A announcement summary

Deal rationale and strategic fit

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

• 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%.

• There is no intention to seek control; the approach is pragmatic, value-accretive, and designed to foster dialogue and unlock further value.

• Management believes a combination could create significant value for shareholders, clients, and the broader European banking sector.

Financial terms and conditions

• The exchange offer is for all ordinary shares, with an expected ratio of 0.485 UniCredit shares per Commerzbank share, implying a €30.8 price and a 4% premium as of March 13, 2026.

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

• The offer is voluntary and public, with the exchange ratio to be finalized by BaFin based on 3-month VWAPs.

• The offer is designed to avoid significant capital impact, remaining under equity accounting unless control is achieved.

Integration plans and timeline

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

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

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