Investment agreement and takeover offer

Dear shareholders,

On 6 April 2022 Aareal Bank AG and Atlantic BidCo GmbH entered into an Investment Agreement with regard to the intended renewed takeover offer to Aareal Bank’s shareholders. Atlantic BidCo GmbH is a bidder company comprising funds managed and advised by Advent International Corporation and Centerbridge Partners as well as further minority shareholders. The Bidder announced a renewed takeover offer to Aareal Bank AG’s shareholders on 7 April 2022, pursuant to section 10 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”). The Bidder has published its Offer Document on 26 April 2022.

The Management Board and Supervisory Board of Aareal Bank AG published their reasoned statement concerning the offer on 6 May 2022.

Further Information:

Investment Agreement and takeover offer November/December 2021

Atlantic BidCo GmbH (the “Bidder”), a bidder company held indirectly by financial investors Advent International Corporation and Centerbridge Partners, L.P. as well as other co-investors – including the Canada Pension Plan Investment Board (CPPIB) – announced on 4 February 2022 that its voluntary public takeover offer for all shares in Aareal Bank AG was not successful:

Please see below for more information on the course of the voluntary public takeover offer: