Unicredit S.p.a. · MIL:UCG
Unicredit — Merger or Acquisition (April 2026)
34 slides from Unicredit's merger presentation, Apr 20, 2026
Slide 1: Commerzbank: A New Chapter
Commerzbank A New Chapter 20 April 2026
Slide 2: Disclaimer
Disclaimer IMPORTANT: Please read the following before continuing. The following applies to this whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the looking statements and thus, such forward-looking statements are not a reliable indicator document (the “Informat
Slide 3: A New Chapter
A New Chapter A story of operating underperformance9, now overvalued relative to fundamentals • Net Profit growth and critical KPIs1 lagged sector9 and UniCredit in 2021-24 and 2025, due to lack of transformation in Germany • 2025: significant costs miss2 masked by lower provisions3 and charges4, an
Slide 4: A clear choice for Commerzbank
A clear choice for Commerzbank Any upgrade to Commerzbank’s guidance driven by credible financial tailwinds would result in a parallel upward shift in both the Unlocked and Combination outcomes Fig. 1 MOMENTUM STAY THE COURSE (Consensus-based)3 vs. Momentum 2028 WITH MOMENTUM (Consensus) A weaker ba
Slide 5: A clear choice for Germany
A clear choice for Germany Any upgrade to Commerzbank’s guidance driven by credible financial tailwinds would result in a parallel upward shift in both the Unlocked and Combination outcomes Fig. 2 MOMENTUM GERMANY STAY THE COURSE (Consensus-based)2 vs. Momentum 2028 WITH MOMENTUM (Consensus) A weake
Slide 6: Commerzbank two franchises
A STORY OF OPERATING UNDERPERFORMANCE, NOW OVERVALUED RELATIVE TO FUNDAMENTALS Commerzbank two franchises HypoVereinsbank Commerzbank Germany mBank Poland (‘HVB’): an independent An HVB mirror-image, Leading player, well-managed, requiring structural transformation high-quality growth engine self-st
Slide 7: Commerzbank 2021-24: Underperformance driven by Germany
A STORY OF OPERATING UNDERPERFORMANCE, NOW OVERVALUED RELATIVE TO FUNDAMENTALS Commerzbank 2021-24 Underperformance driven by Germany Underperformance versus UniCredit and the sector4 across all key KPIs Delivery vs. plan supported by macro FY24 Fig. 3 −0.2 Net Revenue / RWA1 +14 Fig. 4 Cost / Incom
Slide 8: Commerzbank 2025: Underperformance continues, driven by Germany
A STORY OF OPERATING UNDERPERFORMANCE, NOW OVERVALUED RELATIVE TO FUNDAMENTALS Commerzbank 2025 Underperformance continues, driven by Germany Underperformance versus UniCredit and the sector7 across all key KPIs Delivery vs. plan supported by macro FY25 and one-offs Fig. 6 Net Revenue / RWA1 Fig. 7
Slide 9: Commerzbank 2028: Underperformance to continue with Momentum
“MOMENTUM” PROMISES MORE OF THE SAME, WITH DOWNSIDE RISK Commerzbank 2028 Underperformance to continue with Momentum Without a decisive shift, CBK will continue to lag We see risk that CBK is overly focused on FY28 short-term delivery Fig. 9 Net Revenue / RWA Fig.10 Cost / Income Fig. 11 RoAC CBK FY
Slide 10: Commerzbank has strongly re-rated since UniCredit investment
“MOMENTUM” PROMISES MORE OF THE SAME, WITH DOWNSIDE RISK Commerzbank has strongly re-rated since UniCredit investment 16 Mar. 2026 Today vs. Sector Share Net Profit UC announces intention to move >30% Price from Growth CBK +8% vs. sector 10 Sep. 24, FY25 vs. 24, p.p. p.p. Fig. 12 11 Sep. 2024 +89 13
Slide 11: A New Chapter: Unlocked changes the story, a combination re-writes it
A New Chapter Applying UniCredit “UNLOCKED” CHANGES THE STORY Unlocked proven … A COMBINATION transformation RE-WRITES IT blueprint to enhance Commerzbank’s performance. 2.0bn Additional Pre-tax 3.4bn Additional Value1 Generating further value through a Pre-tax Investments2 0.5bn Additional combinat
Slide 12: Accelerate: Unlocked changes the story
“UNLOCKED” CHANGES THE STORY … A COMBINATION RE-WRITES IT Put Germany, the Mittelstand and families, and Poland truly at the centre Redesign and de-risk the international network activities not related to supporting flows to and from Germany and Poland A clear and tested approach Invest in people, t
Slide 13: Commerzbank Unlocked: changing the story
Commerzbank Unlocked: changing the story Consensus VS. Commerzbank Momentum FY251 bn FY282 bn FY28 bn FY30 bn (Directional) Growth largely driven by financial tailwinds from replica and +2.1p.p. Quality Growth with increased focus on Germany, EFFICIENCY international expansion unrelated to Germany &
Slide 14: Proven blueprint, limited execution risk
Proven blueprint, limited execution risk 18 1.7k − 64% − 29% Fig. 18 Net Revenue 7.7% 8.3% Internal Group CEO Group wide Cost reduction Average RWA 7.4% Culture roadshows, simplification from refocusing reduction / RWA2 directly interacting proposals and rethinking in international 6.0% with >25k pe
Slide 15: Commerzbank Unlocked: building the bank for Europe's future
“UNLOCKED” CHANGES THE STORY … A COMBINATION RE-WRITES IT Commerzbank Unlocked REFOCUS CREATE A GERMAN LEADER A clear and tested approach Branches1 Loan market share2, Build a German leader and benchmark, that can leverage the quality growth balanced among families OPTIMISE premier pan-European Grou
Slide 16: Accelerating Commerzbank into a new future-ready era
Accelerating Commerzbank into a new future-ready era Any upgrade to Commerzbank’s guidance driven by credible financial tailwinds would result in a parallel upward shift in both the Unlocked and Combination outcomes Fig. 21 MOMENTUM1 MOMENTUM Consensus based2 2028 2028 Net Rev. / RWA, % 7.3 7.6 c.8.
Slide 17: Myth vs. Reality – addressing concerns with facts
Myth vs. Reality – addressing “concerns” with facts MYTH VS. No Adequate Premium 1. Low valuation and exchange ratio ✓ Consensus already prices in a >5% stronger performance than Momentum envisages4 ✓ Valuation already incorporates a c.20p.p. re-rating vs the sector5 – all taking place since UCG inv
Slide 18: UniCredit: the quintessential Trade Finance bank
UniCredit: the quintessential Trade Finance bank, thanks to its revamped model Commerzbank worldwide presence1 UniCredit Commerzbank Oversized, fragmented, riskier, operationally complex and inefficient model Cash & Trade Finance Fees 1.6bn (0.5bn Germany) 0.8bn Risk Appetite More conservative Incre
Slide 19: A New Chapter
A New Chapter A story of operating underperformance9, now overvalued relative to fundamentals • Net Profit growth and critical KPIs1 lagged sector9 and UniCredit in 2021-24 and 2025, due to lack of transformation in Germany • 2025: significant costs miss2 masked by lower provisions3 and charges4, an
Slide 20: Annex
74 UniCredit
Slide 21: Annex I: Put Germany, its Mittelstand, and Poland truly at the centre
Annex I Put Germany, its Mittelstand, Strong presence in and Poland truly Unique domestic Poland through mBank, a growing market with at the centre franchise in Germany deep connection to CEE with strong and deep and rest of Europe client relationships Focusing on core strengths focused on Mittelsta
Slide 22: Annex II: Rethink and de-risk the International Network
Annex II Rethink and de-risk TAKING UNICREDIT’S SUCCESSFUL APPROACH AS AN EXAMPLE the International Network UniCredit International Network 2025 vs. 2021 Support client flows Redesign, streamline and render more efficient value chains by centralising core processes and back-office, capturing economi
Slide 23: Annex III: Target efficiencies, while reinvesting
Annex III Cost efficiency potential5, c. 15k Target % of total (1.3bn) Speculated6 GER FTEs c. 7k efficiencies, Non-HR 40 % Less non-core costs e.g., Real estate, consulting, decrease (o/w 2k in case of combination) while reinvesting Envisaged GER marketing (senior benefits) FTEs decrease Efficienci
Slide 24: Annex IV: Reinforce discipline on Capital efficiency and allocation
Annex IV Reinforce discipline RWA −13 bn Targeting low-return and higher-risk corporate centre on Capital efficiency −21 bn Targeting sEVA negative exposures, including the international network and allocation Revenue 650 Effect from de-risking and 4 Increase focus on capital-light Fig. 24 c.− m cap
Slide 25: Annex V: Clients' journey through superior products and channels
Annex V Clients’ journey through superior Partnership model with fully-fledged products and offering leveraging Group product factories Families Support in Germany 40 specialists delivering 800+ succession-planning channels 1 meetings monthly HVB Asset 13.4bn AuM across IVV & OneWealth bn Management
Slide 26: Annex VI: Transform leveraging Technology and AI
Annex VI Transform leveraging Technology and AI Need to build stronger, faster and more scalable operations and technology setup to Constant CBK IT spending in 2024 vs. 20281 GOVERNANCE & EXECUTION CLOUD & AI AT SCALE Apply lean, decisive operating model to speed up Use Google and proven cloud/data
Slide 27: End notes
74 UniCredit
Slide 28: General notes related to this presentation
General notes related to this presentation End Notes END NOTES ARE AN INTEGRAL PART OF THIS PRESENTATION All data throughout the document are in Euro. All numbers are in bn unless otherwise stated Numbers throughout this presentation may not add up precisely to the totals shown in the tables and tex
Slide 29: Main definitions – General definitions
Main definitions – General definitions End Notes Excellence vs short-term / future-ready vs short-term Building lasting competitiveness and resilience versus maximising near-term results without enough structural investment Execution Risk The risk that a plan fails due to poor implementation, comple
Slide 30: Main definitions – Entities, geographies, internal labels
Main definitions – Entities, geographies, internal labels End Notes CBK Shorthand for Commerzbank CEE Central and Eastern Europe. In the deck, this refers to the countries in that region where UniCredit has a banking presence or business relevance Combination Intended as the merger between HypoVerei
Slide 31: Main definitions – Client segments, business areas
Main definitions – Client segments, business areas End Notes Advisory & Financing Products and services related to corporate advisory, structured financing, capital markets and related client solutions Asset Management Services involving the management of customer investments and managed portfolios
Slide 32: Main definitions – Financial metrics, valuation measures (1/2)
Main definitions – Financial metrics, valuation measures (1/2) End Notes Additional coverage / overlays Extra provisions or management reserves taken beyond the base model output as a measure of prudence and further protection Blueprint UniCredit Unlocked tested and repeatable strategic framework wh
Slide 33: Main definitions – Financial metrics, valuation measures (2/2)
Main definitions – Financial metrics, valuation measures (2/2) End Notes OCG Organic Capital Generation, Calculated as (Net Profit, as defined above, minus delta RWA excluding Regulatory impacts and PD scenario impacts x CET1r actual)/ RWA One-offs Items that are non-recurring, exceptional or not ex
Slide 34: Main definitions – Technology & AI
Main definitions – Technology & AI / Tech-AI End Notes AI Artificial Intelligence AI disruption The risk that artificial intelligence materially changes customer behaviour, competition or the economics of banking services AI platform The shared technology environment used to develop, deploy and gove