Commerzbank recommends critical assessment of UniCredit’s potentially misleading information regarding the support of its tender offer

• UniCredit’s filing does not reflect equivalent ownership, voting rights or control, as directly held shares, derivative positions and tendered shares should not be interpreted as aggregate position
• According to data available to Commerzbank, the reported 7.58% in tendered shares are largely directly or indirectly linked to UniCredit's derivative counterparties – not independent investors.
• The current implied offer price being below Commerzbank’s current share price provides no economic rationale for shareholders to tender their shares
• Commerzbank has requested BaFin to review the matter 
• Commerzbank recommends not to draw definitive conclusions on ownership or shareholder support until the facts are fully assessed

Commerzbank AG has taken note of UniCredit’s most recent report regarding the acceptance of its takeover offer published on 2June  2026. In Commerzbank’s view, the most recent figures communicated by UniCredit are misleading without supporting explanations and give rise to the suspicion of actions that create a false impression of an artificially inflated position that needs to be investigated. As a result of UniCredit’s filings, public discussion has increasingly combined directly held shares, tendered shares, derivative positions and other forms of economic exposure, with some reporting listing aggregate figures exceeding 50%. However, these categories are fundamentally different, seem to include double counting and should not be treated as interchangeable.

Press contact Max Hohenberg +49 69 9353-34249 Erik Nebel  +49 69 9353-45712

Contact for investors Ansgar Herkert  +49 69 9353-47706

About Commerzbank With its two business segments – Corporate Clients and Private and Small-Business Customers –, Commerzbank, as a full-service bank, offers a comprehensive portfolio of financial services. It is the leading bank in the Corporate Clients Business in Germany and for the German Mittelstand and a strong partner for around 24,000 corporate client groups and accounts for approximately 30% of German foreign trade. The Bank is present internationally in more than 40 countries in the corporate clients’ business – wherever its Mittelstand clients, large corporates, and institutional clients need it. In addition, Commerzbank supports its international clients with a business relationship to Germany, Austria, or Switzerland and companies operating in selected future-oriented industries. With more than €400bn assets under management, Commerzbank is also one of the leading banks for private and small-business customers in Germany. Under the brand Commerzbank, it offers a wide range of products and services with an omni-channel approach: online and mobile, via phone or video in the remote advisory centre, and personally in its around 400 locations. Under the brand comdirect, it offers all core services as a digital primary bank 24/7 and, as a performance broker, solutions for saving, investing, and securities trading. Its Polish subsidiary mBank S.A. is an innovative digital bank that serves around 6 million private and corporate customers, predominantly in Poland, as well as in the Czech Republic and Slovakia.

Disclaimer This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. In this release, these statements concern inter alia the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of Commerzbank as well as expected future financial results, restructuring costs and other financial developments and information. These forward-looking statements are based on the management’s current plans, expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Such factors include, amongst others, the conditions in the financial markets in Germany, in Europe, in the USA and other regions from which Commerzbank derives a substantial portion of its revenues and in which Commerzbank holds a substantial portion of its assets, the development of asset prices and market volatility, especially due to the ongoing European debt crisis, potential defaults of borrowers or trading counterparties, the implementation of its strategic initiatives to improve its business model, the reliability of its risk management policies, procedures and methods, risks arising as a result of regulatory change and other risks. Forward-looking statements therefore speak only as of the date they are made. Commerzbank has no obligation to update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release.