Voting by proxy

1. 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 section 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 registration address provided above. Alternatively, the Company allows the proof of proxy to be e-mailed to Aarealbank-HV2018(at)computershare.de. These dispatch options are also available in cases where the shareholder grants a proxy to the Company; in these cases, no separate proof of proxy is required. Similarly, shareholders may use any of the above transfer channels to notify the Company directly of the 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 can 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 (under Investors/Annual General Meeting 2018).

A proxy may also be granted electronically, using the Company's Internet-based proxy system. Specific details regarding this proxy system are available for shareholders on the Company's website at www.aareal-bank.com (under Investors/Annual General Meeting 2018).

Where a proxy is granted, proof of such proxy provided, or a proxy revoked by way of a declaration to the Company by regular mail or by fax, the Company must, for organisational reasons, receive such declaration by no later than 22 May 2018 (18:00 hours CEST). Transmission 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.


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


The Company offers duly registered shareholders the option of being represented by Company representatives 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 (as defined in section 126b of the German Civil Code (BGB)).

To authorise the proxy, shareholders can use the form sent to them with their 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. 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 appointed by the Company must forward their proxy forms and instructions by no later than 22 May 2018 (18:00 hours CEST) to the aforementioned registration address, either by regular mail or fax or e-mail them to .

Voting proxies nominated by the Company may also be authorised using the Company's above-mentioned Internet-based proxy system until 22 May 2018 (18:00 hours CEST). Details 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 (specifically: Investors / General Meeting 2018).

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 nominated by the Company by means of another form provided by the Company for this purpose and of giving this proxy corresponding voting instructions.