Annual General Meeting 2008
Dear Shareholders,
We are pleased to invite you to our Annual General Meeting of Shareholders to be held on Wednesday, 21 May 2008, at 10:30 a. m., at the ”Kurhaus“, Kurhausplatz, 65189 Wiesbaden, Germany.
We have convened this year’s General Meeting by way of publication in the electronic German Federal Gazette (Bundesanzeiger) dated 04 April 2008, 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:
- Presentation of the confirmed annual financial statements and the approved consolidated financial statements, the Company’s management report and the Group management report as well as the report of the Supervisory Board for the 2007 financial year
- Passing of a resolution on the appropriation of net retained profit for the 2007 financial year
- Passing of a resolution on the formal approval of the members of the Management Board for the 2007 financial year
- Passing of a resolution on the formal approval of the members of the Supervisory Board for the 2007 financial year
- Appointment of External Auditors
- Passing of a resolution on the creation of new Authorised Capital 2008 including the relevant amendment to the Memorandum and Articles of Association
- Passing of a resolution on the authorisation of the Management Board to issue convertible bonds and / or bonds cum warrants, on the creation of new Conditional Capital and on the amendment of Article 5 (5) of the Company’s Memorandum and Articles of Association
- Resolution on the authorisation to acquire and to sell treasury shares in accordance with section 71 (1) No. 7 of the German Stock Corporation Act (AktG)
- 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)
- Passing of a resolution authorising the Management Board to issue profit-participation certificates
- Passing of a resolution on the approval of a hive-off and transfer agreement regarding the divestment of a loan portfolio to Ariadne Portfolio GmbH & Co. KG, Wiesbaden
Attending the Annual General Meeting
At the time of this invitation, all of the Company’s 42,755,159 notional no-par value shares issued were eligible to attend the General Meeting and to vote. Each of these shares casts one vote.
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 Munich, Germany
Fax: +49 89 30 90 3 4675
E-mail: anmeldestelle@computershare.de
Said proof must evidence the shareholding as at the commencement of 30 April 2008 (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 14 May 2008 (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 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 or by fax, by no later than the close of 19 May 2008. 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, Germany
Fax: +49 611 348 2965
E-mail: hv2008@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, April 2008
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Investor Relations