“Substantial progress” has been made at Commerzbank. These are the words used by Andrew Orcel, speaking at UniCredit's extraordinary shareholders' meeting. Last July, the bank acquired a de facto majority stake in the Frankfurt institution, rising above 49% of the capital. Last week, the CEO also met with German Finance Minister Lars Klingbeil, for a meeting described by both parties as "constructive" and which kicked off a lengthy negotiation on quotation, headquarters, credit and employment.
“We see significant opportunities, and the substantial progress made in recent months at Commerzbank is a concrete example of this,” Orcel said, speaking at the extraordinary meeting. “For our shareholders, the logic remains the same as we have explained from the beginning: a stronger and more sustainable growth in earnings and returns consistent with such growth."
Extraordinary meeting: green light for the board of directors' list
Unicredit's extraordinary meeting gave the green light to changes to the Articles of Association necessary to implement the provisions of the Capital Law on the procedures for submitting the board of directors' list for the renewal of the corporate bodies.
In detail, with the favorable vote of 99,79% of the share capital present and entitled to vote, the members approved the insertion in the Statute of the new article 20-bis, which updates the rules for the presentation of a lista by the outgoing board of directors, This option, already provided for in the Bylaws, applies to the renewal of the administrative body and regulates the procedures for allocating seats if that list obtains the highest number of votes. Coordination amendments and updates to Article 20 of the Bylaws were also approved.
UniCredit shareholders' meeting approves issuance of AT1 bonds up to €5 billion.
With the favorable vote of 97,39% of the capital, the meeting approved the attribution to the board of directors of the power to issue, on one or more occasions and within five years from the meeting resolution, AT1 perpetual convertible bonds in Unicredit ordinary shares. The loans will be denominated in US dollars for a total value overall maximum of 5 billion of euros, calculated based on the exchange rate prevailing on the date of each issue. Conversion of each bond issued will occur upon the occurrence of a Trigger Event (reduction of UniCredit's CET 1 capital ratio, on an individual or consolidated basis, below a specific threshold defined in accordance with applicable regulations).
Finally, the attribution to the Board of Directors of the power to: increase the share capital by December 31, 2027, in one or more tranches and in a divisible manner.
Orcel on Commerz: "Continue rigorous dialogue with stakeholders."
After discussing the progress made at Commerzbank, Orcel broadened his horizons. “There's also a broader dimension. Europe needs investments” and “meeting these needs requires banks with the necessary scale and capital depth,” the CEO said addressing shareholders.
UniCredit, therefore, "is uniquely positioned to seize these opportunities, and our continued commitment to Commerzbank is a concrete manifestation of this belief. It reflects the sense of responsibility we all have towards this great institution: a responsibility that requires constant ambition without ever losing sight of the interests of our stakeholders, be they shareholders, employees, or customers, and the belief that it is always possible to do more." "In the coming months," Orcel concluded, "we will continue to channel this ambition into a rigorous and constructive dialogue with all interested parties, with the aim of achieving the best possible result."
Orcel: "Our structural results"
“We have demonstrated what UniCredit can achieve when ambition is combined with discipline. We have built a stronger bank. We have built one of the most solid banking institutions in Europe. We have consolidated a proven ability to generate value for our shareholders. Our commitment, and that of our people, is now to continue to build on these successes with the same discipline, the same focus on value creation, and the same confidence in UniCredit's potential and in Europe's future,” the manager stated.
"Value creation in the banking sector is based on sustainable earnings growth, disciplined risk and capital management, and the ability to ensure significant distributions to shareholders while continuing to invest without compromising capital strength. This is precisely the model we have pursued," Orcel continued, emphasizing that "the results achieved are not the result of favorable market conditions or a single particularly strong year," but "instead represent a structural improvement of business quality”.
Padoan: "Significant challenges have been overcome at Commerzbank."
"On the previous occasion, a few months ago, I outlined the Board of Directors' vision for Commerzbank and the approach UniCredit intended to follow in the path it had undertaken. Since then, the first phase of this process has been completed and we are particularly satisfied with the significant progress made. Naturally, the path that has led us to this point has not been without its complexities,” declared the president of Unicredit, Pier Carlo Padoan, speaking at the shareholders' meeting.
"An operation involving financial institutions of this size represents, by its nature, an extremely complex initiative, characterized by the interaction of multiple factors and interests," he added. "I am, however, pleased to be able to state that we are managed to overcome several challenges relevant and that today we find ourselves in a significantly stronger position than the one we described to you just a few months ago."
“We are firmly convinced – continued Padoan – that this combination can generate a more robust and sustainable earnings growth over time, accompanied by shareholder remuneration fully consistent with this value creation.” But the integration will also allow “us to offer clients a broader range of solutions, a greater variety of products and services, and better access to European capital markets than either institution can offer individually today.”
It is therefore precisely a value proposition of this magnitude that allows us to sustainably strengthen our ability to generate revenues and profits, fueling sustainable growth in shareholder value over time. The same principle applies on an even broader scale: a larger and stronger UniCredit implies a greater ability to support businesses, families, and communities in the countries where we operate, as well as a more solid competitive position in international markets.
Unicredit soars on the stock market: new rumors about Banco BPM
On the stock exchange, Unicredit closed trading with a rise of more than 3% in the wake of the rumours published in Sun 24 Hours, according to which Piazza Gae Aulenti and Crédit Agricole would have buried the hatchet and put aside old disagreements to start a dialogue and study a joint intervention on Bpm bank.
