General Meeting 2009

Invitation and Agenda

Dear Shareholders, We are pleased to invite you to our Annual General Meeting of Shareholders to be held on Thursday, 7 May 2009, at 10:30 a.m., at the ”Kurhaus Wiesbaden“, Kurhausplatz, 65189 Wiesbaden, Germany.

We have convened this year’s General Meeting by way of publication in the electronic German Federal Gazette (Bundesanzeiger) dated 26 March 2009, publishing the agenda set out below.

(This version of the Notice to Shareholders (invitation to the Annual General Meeting) is a translation of the German original, provided for the convenience of English-speaking readers. The German text shall be authoritative and binding for all purposes.)

Agenda

  1. Presentation of the confirmed annual financial statements and the approved consolidated financial statements, of the management report for the Company and the Group (including the acquisition- related information in accordance with sections 289 (4) and 315 (4) of the German Commercial Code (HGB)) as well as the Report by the Supervisory Board for the 2008 financial year
  2. Passing of a resolution on the appropriation of net retained profit for the 2008 financial year
  3. Passing of a resolution on the formal approval of the members of the Management Board for the 2008 financial year
  4. Passing of a resolution on the formal approval of the members of the Supervisory Board for the 2008 financial year
  5. Appointment of External Auditors
  6. Resolution on the authorisation to acquire and to sell treasury shares in accordance with section 71 (1) No. 7 of the German Stock Cor poration Act (AktG)
  7. Resolution on the authorisation to acquire and to use treasury shares in accordance with section 71 (1) No. 8 of the German Stock Corporation Act (AktG)
  8. Amendment to Article 9 (5) of the Memorandum and Articles of Association
  9. Addition of a sentence 3 into Article 18 (1) of the Memorandum and Articles of Association
  10. Amendments to the Memorandum and Articles of Association to adapt these to the German Act Implementing the Shareholder Rights Directive (ARUG)

Total number of shares and voting rights

At the time of convening the Annual General Meeting by publication of a notice in the electronic Federal Gazette, the Company’s share capital amounts to 42,755,159 no-par value bearer shares. Each share carries one vote. At the time of convening the Annual General Meeting, the Company does not hold any treasury shares. Therefore, at the time of convocation, the total number of shares and voting rights amounts to 42,755,159 shares.

Attending the Annual General Meeting

In accordance with Article 15 (2) of the Company’s Memorandum and Articles of Association, shareholders wishing to attend the General Meeting and to exercise their voting rights must register with the Company (at the address set out below), and must submit specific evidence of their shareholding issued by their custodian bank to the same address:

Aareal Bank AG
c/o Computershare HV-Services AG
Hansastraße 15
80686 München

Fax: +49 89 30 90 3 4675
E-Mail: anmeldestelle(at)computershare.de

Said proof must evidence the shareholding as at the commencement of 16 April 2009 (i. e. at 00:00 hours CEST), and must be received by the Company, together with the registration, at the above address no later than by the end of 30 April 2009 (24:00 hours CEST). Evidence of shareholding must be supplied in writing, either in German or English.

Following receipt of registration and proof of their shareholdings in the Company, admission tickets for the Annual General Meeting will be forwarded to the shareholders.

Voting by proxy

Shareholders can exercise their vote through an authorised proxy, which may also be a financial institution or a shareholders’ association. If neither a financial institution nor a shareholders’ association nor any other person specified in section 135 of the AktG has been authorised, such proxy must be issued in writing.

As in previous years, the Company offers its shareholders the opportunity to authorise such proxies, nominated by the Company and bound by the relevant shareholder’s instructions, prior to the Annual General Meeting. In the event of their authorisation, the voting proxies designated by the Company will exercise your voting right in accordance with your instructions. Where the meeting votes on a topic, for which you did not give express instructions, your voting proxy will abstain from voting. Shareholders who wish to authorise any proxies nominated by the Company require an admission ticket to the General Meeting. Proxies and voting instructions issued to designated proxies of the Company must be given, in writing, by no later than the close of 5 May 2009. Shareholders will receive the relevant documents and information together with their admission ticket.

Motions by shareholders

Motions and nominations by shareholders must be sent in writing, by fax or e-mail to the following address only:

Aareal Bank AG
Corporate Development
Paulinenstraße 15
65189 Wiesbaden

Fax: +49 611 348 2965
E-Mail : hv2009(at)aareal-bank.com

Any motions and nominations to be made available will be published on the internet on www.aareal-bank.com. Any comments or statements by management will be published on the same website.

Aareal Bank AG

The Management Board

Wiesbaden, March 2009