(Sharecast News) - Italian bank UniCredit, Commerzbank's largest shareholder, has criticised the German lender for a long period of "operating underperformance", claiming that the company is overvalued relative to fundamentals as it pushes for a significant shake-up of the business.

In a statement to investors outlining proposals to transform Commerzbank "into a new future-ready era", UniCredit said the bank's current strategy leaves it "vulnerable".

Commerzbank, which UniCredit has been circling since 2024, is relying too much on non-core markets, rather than strengthening its position in key markets of Germany and Poland, and is "ill-prepared" to compete with US and fintech entrants given insufficient investments in inefficiencies, the Italian bank said.

As a result, Commerzbank "may require additional charges and a new restructuring plan, weighing on shareholders, employees, and clients alike", it added.

The Italian group said Commerzbank's net profit growth and key KPIs lagged the sector over 2021 to 2025, while a "significant costs miss masked by lower provisions and charges" was noted for last year.

It called on Commerzbank to adopt its so-called 'Unlocked' transformation blueprint to enhance performance and generate more value through a closer combination of the two businesses.

UniCredit estimates that Commerzbank net profits could hit €5.1bn by 2028 under its proposals, some €600m above current market estimates, while annual costs would total €5.7bn, compared with the €7.0bn consensus forecast.

UniCredit operates HypoVereinsbank in the German market already. It says a combination of the businesses would "propel Commerzbank to the next level with limited execution risk, generating substantial incremental value, while creating a German and pan-European leader that would benefit all stakeholders".

Shares in Frankfurt-listed Commerzbank were up 0.9% at €36.40 by 1141 BST, while UniCredit was down 2.1% at €68.63 in Milan.