Declaration of Compliance (section 161 AktG) - History

As at March 2013

The Management Board and Supervisory Board of Aareal Bank AG declare, in accordance with section 161 of the AktG, that:

Aareal Bank AG has complied with the recommendations of the Government Commission "German Corporate Governance Code" (as amended on 15 May 2012 – the "Code") since the last Declaration of Compliance was issued in December 2012; the bank had initially disclosed exceptions to its compliance, with respect to the recommendations of (i) section 5.4.1 (2) in conjunction with section 5.4.2 (1) of the Code (concerning the specification of concrete objectives regarding the number of independent Supervisory Board members) and (ii) section 5.4.1 (4) of the Code (concerning disclosure of personal and business relations with the Company of candidates proposed to the General Meeting).
 
Following a further review of the requirements pursuant to sections 5.4.1 and 5.4.2 of the Code, Aareal Bank AG will henceforth fully comply with the recommendations of the German Corporate Governance Code, as amended on 15 May 2012. In its meeting on 27 March 2013, the Supervisory Board adopted concrete objectives regarding the number of independent Supervisory Board members: the objective for the composition of the shareholder representatives to the Supervisory Board was set at a minimum of 50% of independent Supervisory Board members, as defined by section 5.4.2 of the Code, to be achieved by 2015.  

Wiesbaden, March 2013

The Management Board

Dr Wolf Schumacher        Dirk Große Wördemann       Hermann J. Merkens       Thomas Ortmanns

For the Supervisory Board

Hans W. Reich

(Chairman)