Total number of shares and voting rights / Attending the Annual General Meeting

Total number of shares and voting rights

At the time of convening the Annual General Meeting, the Company's share capital amounts to 42,755,159 no-par value bearer shares. Each share carries one vote at a General Meeting. 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. 

Requirements for attendance at the Annual General Meeting and the exercise of voting rights

Those shareholders who register with the Company for this purpose prior to the Annual General Meeting and provide the Company with evidence of their shareholding issued by their custodian institution are entitled to attend and to vote at the Annual General Meeting. Registration to attend and evidence of the shareholding must be submitted to the Company no later than 11 May 2011 (24:00 hours) at the following address:

Aareal Bank AG
c/o Computershare HV-Services AG
HV-Anmeldung
Prannerstrasse 8
80333 Munich, Germany

 Fax: +49 89 30903746 75
E-mail: anmeldestelle@computershare.de

Registration and evidence of shareholding must be supplied in written form (as defined in section 126b of the German Civil Code ("BGB")). Evidence of shareholding must be supplied in either German or English, and refer to 27 April 2011 (00:00 hours, the record date for submission of proof).

Only those shareholders who have provided proof of their shareholdings will be deemed a shareholder of the Company for the purposes of attending the Annual General Meeting and exercising their voting rights. The Company shall be entitled to demand suitable additional evidence in the case of doubt regarding the correctness or authenticity of the proof submitted. Where no such evidence is provided, or evidence is not provided in an appropriate form, the Company may deny the shareholder attendance to the meeting.

Importance of the record date

The right to attend and the extent of voting rights depend solely on the shareholding in existence as at the record date for submission of proof (the "Record Date"). However, this Record Date does not in any way restrict the disposability of shareholdings. Even where shareholdings are sold, in whole or in part, after the Record Date, attendance and extent of voting rights will be based solely on the shareholding of the relevant shareholder on the Record Date. This means that the disposal of shares after the Record Date does not in any way affect the right to attend or the extent of voting rights. The same applies to the initial or further acquisition of shares after the Record Date. Anyone who does not own Company shares at the Record Date, but only becomes a shareholder of the Company afterwards, may only attend and vote at the Annual General Meeting to the extent that they have been authorised to act as a proxy. The Record Date has no bearing on dividend rights. Following receipt of registration and proof of shareholding by the Company, admission tickets for the Annual General Meeting will be forwarded to the shareholders. To ensure timely receipt of the admission ticket, shareholders should request them from their custodian bank at their earliest convenience.