Voting procedure / Voting by proxy

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

The granting of a voting proxy, its revocation and the submission of proof thereto vis-à-vis the Company, require written form as defined in section 126b of the German Civil Code (BGB). In case a credit institution, a shareholders' association or any other individual or entity of equivalent standing under section 135 (8) and (10) of the AktG shall be authorised to act as a proxy, section 134 (3) sentence 3 of the AktG as well as the provisions in the Company’s Memorandum and Articles of Association do not require written form. It should be noted, however, that the individual, entity or institution to be authorised may request that they be issued with a specific form of proxy in these cases, since 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 sec-tion 135 (8) and (10) of the AktG to act as a proxy, you should check with them as to what form of proxy they require.

The authorisation may be granted either to the proxy or to 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 following registration address:

Aareal Bank AG
c/o Computeshare Opertions Center
80249 München
Telefax: +49 89 30903-74675
E-Mail: anmeldestelle(at)computershare.de

Alternatively, the Company allows the proof of proxy to be e-mailed to Aarealbank-HV2017(at)computershare.de. These dispatch options are also available in cases where the shareholder grants a proxy to the Company; in this case, no separate proof of proxy is re-quired. Similarly, shareholders may use any of the above channels to notify the Company directly of revocation of an existing proxy. Proof of a proxy authorisation granted during the Annual General Meeting may be provided by the shareholder handing over proof of the proxy when exiting 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 along with their admission tickets 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 at www.aareal-bank.com.
A proxy may also be granted electronically, using the Company's internet-based proxy sys-tem. Specific details regarding this proxy system are available for shareholders on the Com-pany's website at http//www.aareal-bank.com.

Where a proxy is granted, proof of such proxy provided, or a proxy revoked by way of a dec-laration to the Company by regular mail or by fax, the Company must, for organisational rea-sons, receive such declaration by no later than 30 May 2017 (18:00 hours CEST). Trans-mission of such declaration by e-mail, as well as the granting of a proxy via the Company's internet-based proxy system will also be possible on the day of the Annual General Meeting, as will the presentation of such proxy form at the entrance to the meeting.

Procedure for exercising voting rights through a proxy appointed by the Company

The Company offers duly registered shareholders the option of being represented by Com-pany representatives, who are bound by the relevant shareholder's instructions. However, even when being represented by a proxy, shareholders must still register their attendance and submit specific evidence of their shareholdings by the prescribed deadline. The granting of a voting proxy, its revocation and the submission of proof thereto vis-à-vis the Company, require written form
To authorise the proxy, shareholders can use the form sent to them with their admission tick-et. Along with the proxy document, the proxies nominated by the Company also require vot-ing instructions. Voting proxies are obliged to vote in accordance with instructions given to them; they cannot exercise voting rights at their discretion. If the meeting votes on a topic for which a shareholder did not give express instructions, that shareholder's proxy will abstain from voting. To facilitate organisation, shareholders who wish to authorise voting proxies ap-pointed by the Company must forward their proxy forms and instructions by no later than 30 May 2017 (18:00 hours CEST) to the aforementioned registration address, either by reg-ular mail or fax or e-mail them to aarealbank-HV2017(at)computershare.de.

Voting proxies nominated by the Company may also be authorised using the Company's above-mentioned internet-based proxy system until 30 May 2017 (18:00 hours CEST). De-tails of how to authorise Company-nominated voting proxies using this proxy system are available for shareholders on the Company's website at www.aareal-bank.com (specifi-cally: Investors / General Meeting 2017).
In addition, shareholders who attend the Annual General Meeting but have to leave the meeting prior to voting, will, upon leaving, have the option of authorising a voting proxy nom-inated by the Company by means of another form provided by the Company for this purpose and of giving this proxy corresponding voting instructions.