Exclusive-UniCredit wants Commerzbank CEO and chair to leave, sources say

By Tom Sims and Valentina Za

FRANKFURT/MILAN, Sept 15 (Reuters) - UniCredit CEO Andrea Orcel does not want Bettina Orlopp to remain as Commerzbank CEO and is opposed to Berlin keeping two supervisory board seats, three people with knowledge of the matter said, as he moves towards taking over the German bank.

UniCredit also wants Commerzbank Chairman Jens Weidmann to leave, two of the people said.

German Finance Minister Lars Klingbeil and Orcel met on Monday on the Italian bank's takeover plans, a turning point in the two-year battle for control of one of Germany's biggest banks after Berlin failed in its attempt to stymie a takeover. Both called the meeting "constructive."

UniCredit did not respond to a request for comment.

A spokesperson for Commerzbank dismissed any changes in management, saying "The board of Commerzbank AG has running contracts, the supervisory board is elected by the general assembly, and there's full alignment on strategy."

Germany's finance ministry declined to comment further, after saying on Monday it wants to keep two board seats.

It was unclear if the leadership roles or UniCredit's opposition to the German government maintaining two board seats were discussed at Monday's meeting in Berlin.

"We are currently represented on Commerzbank's supervisory board and will continue to be," Klingbeil told reporters on Tuesday, adding: "And, naturally, if and when the time comes, we also expect to be represented on UniCredit's board".

NEW SHAREHOLDER REPRESENTATIVES

Orlopp said last month she was not feeling pressure to give up her role after the months-long ownership battle over Germany's second-largest bank, which both the Commerzbank CEO and Weidmann have said should remain independent.

Orcel repeatedly said over the summer he wanted to engage with Commerzbank employee representatives, local authorities and central government, leaving out Orlopp and Weidmann. UniCredit is in a position to call an extraordinary shareholder meeting and appoint new shareholder representatives at Commerzbank, he said.

Germany won the right to appoint two board members when it rescued Commerzbank in 2009 during the global financial crisis.

It retains a stake of 13.3% and it is not clear how UniCredit could block Berlin retaining two members while it remains a shareholder.

In addition to the board seats, Berlin has set out a number of other demands relating to a UniCredit takeover, including Commerzbank remaining listed on the stock exchange, keeping its base in Frankfurt and continuing to finance German medium-sized companies at home and abroad.

After months of resistance, German government officials and Commerzbank executives softened their stance on a potential deal after UniCredit amassed a stake of nearly 50%.

Now German officials are hoping to protect jobs as well as the brand of a bank that plays a critical role in financing the medium-sized companies in Europe's largest economy, whose government is in the throes of a political crisis.

A combination of UniCredit and Commerzbank would create a bank with more than €1.3 trillion in assets across two of the euro zone's largest economies.

(Reporting by Tom Sims and Valentina Za; additional reporting by Maria Martinez and Christian Kraemer; editing by Friederike Heine and Alexander Smith)