Voting procedure / Voting by proxy

Shareholders can exercise their vote through an authorised proxy, which may be a credit institution, a shareholders' association or a voting proxy nominated by the Company, or another third party. However, even when acting through a proxy, shareholders must register their attendance and submit specific evidence of their shareholdings by the prescribed deadline. If a shareholder appoints several persons as proxies, the Company is entitled to reject one or several of these proxies.

The granting of a voting proxy, its revocation and the submission of proof thereto vis-à-vis the company require Text form. This requirement does not apply where it is intended to appoint a credit institution, a shareholders' association or another individual or entity of equivalent standing under section 135 (8) and (10) of the AktG. It should be noted, however, that the individual, entity or institutions to be authorised may request that they be issued with a specific form of proxy in these cases, as section 135 of the AktG requires them to record any proxy in a verifiable manner. If you wish to authorise a credit institution, a shareholders' association or any other individual or entity of equivalent standing under section 135 (8) and (10) of the AktG to act as a proxy, you should check with them as to what kind of proxy they require.

The granting of the voting proxy may be effected visà-vis the proxy or the Company.

Proof of proxy authorisation may be provided by the proxy handing over proof of the proxy (e.g. the original proxy document, or a copy thereof) at the entrance to the Annual General Meeting. When forwarding proof of proxy by regular mail or fax, shareholders or shareholder representatives should use the above registration address. Alternatively, where proof is forwarded electronically, the Company would require the proof of proxy to be e-mailed to the e-mail address aarealbank- HV2011@computershare.de. The options of transfer are also available where it is intended to grant a proxy to the Company; in this case, separate proof of proxy will not be required. Similarly, the Company may also be notified of the revocation of an existing proxy via one of the above transfer channels. Proof of proxy authorisation granted during the Annual General Meeting may be provided by the shareholder handing over proof of the proxy at the exit from the Annual General Meeting.

Shareholders wishing to appoint a proxy should use the proxy form provided by the Company for this purpose. This form will be forwarded to duly registered persons together with the admission ticket, and can be requested from the above registration address, either by regular mail, fax or e-mail. In addition, proxy forms may be downloaded from the Company's website on www.aareal-bank.com.

The granting of a proxy is also possible via electronic communications, using the Company's internetbased proxy system. Specific details regarding this proxy system are available for shareholders on the Company's website www.aareal-bank.com.

Where a proxy is granted, proof of such proxy provided, or a proxy revoked by way of a declaration made vis-à-vis the Company by regular mail or by fax, the Company must receive such declaration no later than by 18:00 hours on 17 May 2011, for organisational reasons. Transmission of such declaration by e-mail, as well as the granting of a proxy via the Company's internetbased proxy system will also be possible on the day of the Annual General Meeting, as will be the presentation at the entrance.

For shareholders who have duly registered, the Company continues to offer the option of being represented by Company representatives bound by the relevant shareholder's instructions. For this purpose, the granting of a voting proxy, its revocation and the submission of proof thereto vis-à-vis the Company also require written form.

To authorise the proxy, shareholders can use the form that is sent out together with the admission ticket. Along with the proxy document, the proxies nominated by the Company also require voting instructions. Voting proxies are obliged to vote in accordance with instructions given to them; they cannot exercise voting rights at their discretion. Where the meeting votes on a topic, for which the relevant shareholder did not give express instructions, the voting proxy will abstain from voting. Shareholders who wish to authorise voting proxies nominated by the Company must forward the proxy forms plus instructions no later than 17 May 2011 (18:00 hours CEST) to the aforementioned registration address, either by regular mail or fax, or by e-mail to aarealbank- HV2011@computershare.de, to facilitate ease of organisation.

Authorising the voting proxies nominated by the Company is also possible using the Company's internet- based proxy system, as mentioned above, until 17 May 2011 (18:00 hours). Specific details on how to authorise the voting proxies nominated by the Company using this proxy system are available for shareholders on the Company's website www.aareal-bank.com.

Moreover, shareholders who attend the Annual General Meeting but have to leave the meeting prior to voting, will, upon leaving the Annual General Meeting, have the option of authorising a voting proxy nominated by the Company, by using another form provided by the Company for this purpose and instructing this proxy accordingly.