Fight for independence: Commerzbank has not experienced such a mood for a long time

The man many people probably thought of at the Commerzbank Annual General Meeting didn't even show up at the Wiesbaden Congress Center on Thursday morning: Andrea Orcel. No speech, no vote – the head of the major Italian bank Unicredit made himself scarce. He didn't even register the voting rights for his shares. What he thinks about Commerzbank's proposals or the management team remained a secret, at least on this day: No discharge, no non-discharge, not even one abstention.

Unicredit already indirectly controls around 28 percent of Commerzbank – and Orcel has been fighting to take over Germany's second-largest private bank for almost nine months. His surprising reluctance caused surprise – and perhaps also some relief – at the shareholders' meeting of Germany's second-largest private bank.

At the Commerzbank Tower in Frankfurt, preparations for this annual general meeting had been underway for weeks. It was the first in-person event in six years—something out of practice. For Supervisory Board Chairman Jens Weidmann, former President of the Deutsche Bundesbank, it was the second annual general meeting in his role, and for CEO Bettina Orlopp, it was even the first. Accordingly, tensions were high: Would Orcel present a takeover offer? Would he undermine the election of the new supervisory board members, refuse to discharge the Executive Board and the Supervisory Board, or deliver a critical speech or have one delivered by a delegate?

Just a few days earlier, Orcel had publicly made a dig at the bank: Commerzbank's supposedly good quarterly figures weren't all that impressive without special effects, he said. The lending business was growing at the expense of profitability. Moreover, Orcel is said to have just sent a letter to the German government - even though German Finance Minister Lars Klingbeil (SPD) had announced a few days earlier that the new government continued to reject a takeover, classifying Commerzbank as "systemically important". Orcel had indeed promised not to push through a deal against the express wishes of the German government - it still holds around twelve percent of the bank. But what does a political announcement matter when a self-confident bank boss is pursuing a goal?

Weidmann and Orlopp also pointedly avoided the topic of takeovers in their speeches. Instead, they presented the bank's recent successes – and received unusually positive feedback from the packed Congress Center. "You should wait for the figures – it will be even better," said Weidmann, when he was interrupted by applause. Such an atmosphere has not been seen at Commerzbank annual general meetings for a long time, as in the years following its state rescue during the financial crisis fifteen years ago, they were mostly dominated by criticism . Orlopp, too, expressed confidence: "We are creating the best Commerzbank there has ever been." The bank's best years are still ahead, she said – returns should increase through efficiency improvements, job cuts, and a growing lending volume. The message: independence pays off.

The way for a takeover offer would have been formally clear long ago: the ECB's banking supervisory authority has already approved an increase in the stake to up to 29.9 percent, as has the Federal Cartel Office , which has no concerns from a competition perspective. At the same time, the bank's share price has risen by 64 percent to almost 26 euros since the beginning of the year - its highest level in years; on the stock market, Commerzbank is now worth more than 30 billion euros. This is apparently not only due to takeover speculation, but also because shareholders also view the bank's independence favorably. This would make an offer for Unicredit significantly more expensive, as the Italians would have to add a takeover premium to the current price. Unicredit has not yet made an official statement on the matter, but financial supervisory circles say that at prices above 25 euros, things are becoming increasingly unattractive for Orcel.

This time, too, shareholders had more praise than criticism. Fund manager Alexandra Annecke of Union Investment declared that Commerzbank was "back on the road to success." This was high time – after all, many European competitors had long since overtaken it. Her colleague Andreas Thomae of the savings bank fund company Deka also praised the company's management. Hendrik Schmidt of the Deutsche Bank subsidiary DWS, however, warned that the management board was expected to act independently and examine all strategic options for long-term value creation. He therefore wanted to know how the management board had responded to Unicredit's offers of talks – a question also raised by a small shareholder: Did the management board and supervisory board reject a takeover primarily out of self-interest? Had they skillfully acquiesced to politicians?

At least Orcel was omnipresent outside the hall: The Verdi union and the works council had called for a small demonstration. "Il mio cuore batte giallo" (my heart beats yellow) read one sign. Some employees even dressed as Gauls in resistance against "the Romans." Their appeal to shareholders: "We want them to keep their shares and not sell them to foreign investors," said Verdi union secretary Kevin Voß. Despite the announced job cuts, the workforce and management demonstrated a rare show of unity that day.