Commerzbank (ETR:CBK) CEO Bettina Orlopp said the lender is entering a new phase as regulatory approvals related to UniCredit’s investment are expected by the end of the year or early next year, while emphasizing that the bank remains independently managed and focused on meeting its existing financial targets.
Speaking at an investor event, Orlopp described the current period as “phase zero,” during which the bank is preparing for the expected approvals. She said the timing could fall either at year-end or the beginning of the following year, with finance teams preferring an early-year date because it would simplify first-quarter consolidation.
Potential Integration Options Remain Open
Orlopp said a later integration phase could involve Commerzbank and HVB, but noted that structural changes would require shareholder support. She said a 75% majority at an annual general meeting would be needed, making discussions between UniCredit and the German government important because the government remains the second-largest shareholder.
She outlined three potential structures that have been analyzed: a merger between Commerzbank and UniCredit; an offer to remaining shareholders that could lead to a squeeze-out after reaching more than 90% ownership; or an acquisition of HVB by Commerzbank using shares as consideration. Orlopp said all three alternatives would require at least 75% shareholder approval.
“It is not on us in the moment to discuss at all this phase II,” Orlopp said, adding that Commerzbank’s immediate focus is on preparations, its standalone strategy and identifying sources of additional value during the collaborative phase.
On potential conditions from the German government, including reported board-seat considerations, Orlopp said the government has both a shareholder role and a broader interest in ensuring that Germany’s economy continues to be served by an important lender. She said all parties should focus on the institution and its stakeholders rather than characterize issues as “red lines.”
Strategy Targets and German Economy
Orlopp said Commerzbank remains comfortable with the targets in its Momentum 2030 plan, including guidance for €3.4 billion in net income. The bank expects to book some restructuring charges in the fourth quarter, with a larger portion expected in 2027, but she said those costs should not prevent it from meeting its 2028 and 2030 goals.
The CEO said lending growth in Germany has been weaker than initially expected, while international lending has grown more strongly. Public-sector lending has also contributed growth, she said.
On the German economy, Orlopp said Commerzbank’s latest research forecast calls for 1.2% GDP growth. While she characterized that pace as “still not great,” she pointed to improved ifo data, as well as supportive purchasing managers’ index and order data, as signs of recovery.
Conditions remain mixed across industries, however. Some sectors are investing heavily and are bullish, while others remain cautious and focused on restructuring, she said. Commerzbank has not seen a high level of defaults, though defaults have been more concentrated among smaller and younger companies.
Deposits, Fees and Asset Quality
Orlopp said deposit competition in Germany remains intense, with some market offers difficult to justify economically. Commerzbank intends to maintain a balance between protecting and growing its deposit base while keeping deposit pricing economically sensible, she said.
The bank has avoided deposit offers above 4%, according to Orlopp, and uses offers tied to other products. She said Commerzbank is mindful of “interest rate surfers” who move deposits between banks to capture short-term promotional rates, particularly because such customer acquisition efforts can create operational costs without producing lasting relationships.
On revenues, Orlopp reiterated guidance for €8.6 billion in net interest income for 2026. She said the expected second-half improvement reflects a September interest-rate increase and benefits from the replication portfolio that were expected to emerge later in the year.
Commerzbank continues to target more than 7% growth in net commission income in the early years of its plan. Orlopp said fee growth has been supported by lending, payments, securities, trading, portfolio management and operations serving corporate and private clients, including mBank.
She said pension reform could provide support next year, but Commerzbank is not relying solely on it. Orlopp said broader participation in securities investing could create opportunities if more Germans open securities accounts and adopt regular investment plans.
On credit quality, Orlopp said the bank remains comfortable with its €850 million cost-of-risk guidance. She said asset quality has been running smoothly, though the bank remains cautious because a single large default could affect results. The €3.4 billion net-income target is based on the €850 million assumption, she said.
Capital Returns and Workforce Focus
Orlopp reaffirmed Commerzbank’s capital-return policy, including a 100% payout approach. The bank’s first share-buyback program, worth up to €1.2 billion, is ongoing, and management expects to decide in the fourth quarter how to proceed thereafter.
She said the bank has returned roughly €6 billion to shareholders since resuming meaningful distributions. Commerzbank’s CET1 ratio remains “very decent,” she said, and is expected to receive additional support from planned risk-weighted asset reductions.
Orlopp said employees and clients have remained focused despite takeover-related headlines, though they want greater clarity. She said the bank is rolling out artificial intelligence tools across the organization, including corporate-client sales tools and a wealth-management tool being tested for private clients. At the same time, Commerzbank is investing more than initially expected in cybersecurity because of risks associated with AI adoption.
“For us, it’s really now important to move on,” Orlopp said. “We want to deliver on the targets.”
About Commerzbank (ETR:CBK)
Commerzbank AG provides banking and capital market products and services to private and small business customers, corporate, financial service providers, and institutional clients in Germany, rest of Europe, the Americas, Asia, and internationally. It operates through two segments, Private and Small-Business Customers, and Corporate Clients. The company offers saving, checking, business, and current accounts; term deposits; pension; credit and debit cards; payment solutions; overdraft services; various loans; and insurance products.
