- Annual General Meeting to take place on 10 August 2022
- Six new Supervisory Board candidates nominated for election: Henning Giesecke, Denis Hall, Barbara Knoflach, Hans-Hermann Lotter, Marika Lulay, and José Sevilla Álvarez
Wiesbaden, 30 June 2022 – Aareal Bank AG has today invited shareholders to its ordinary Annual General Meeting on 10 August 2022. Originally scheduled for 18 May, it had been postponed due to the takeover process by Atlantic BidCo GmbH. In light of the prevailing Covid-19 pandemic, the AGM will once again be held in a virtual format, without physical presence of shareholders.
The AGM agenda comprises the election of six Supervisory Board members, amongst other things. The Supervisory Board proposes the election of Henning Giesecke, Denis Hall, Barbara Knoflach, Hans-Hermann Lotter, Marika Lulay, and José Sevilla Álvarez to the Supervisory Board. They shall replace Holger Giese, Friedrich Munsberg and Dr Ulrich Theileis, who were appointed by court order in January 2022 and had agreed at short notice to fill the temporary vacancies on the Supervisory Board, and who will leave the Supervisory Board at their own request, as will Jana Brendel and Elisabeth Stheeman. In addition, Richard Peters will resign from his office for reasons of age, following nine years as a member of the Supervisory Board. Chairman of the Supervisory Board, Prof. Dr Hermann Wagner, and Sylvia Seignette will remain in office as shareholder representatives to the Supervisory Board.
Prof. Dr Hermann Wagner, the Chairman of the Supervisory Board of Aareal Bank AG, commented: “We would like to thank all Supervisory Board members leaving the Board for their dedication, and the members who were court-appointed at the beginning of the year for making their services available at such short notice. Our newly proposed candidates are also excellently suited to take on a Supervisory Board mandate. They are highly skilled, dispose of international experience in areas relevant for Aareal Bank Group, and diversify the Supervisory Board’s overall profile of required skills and expertise. Six Supervisory Board members will remain on the Board, thus ensuring the necessary continuity in the Board’s work.”
Another agenda item at this year’s ordinary AGM is the statutory approval of the Remuneration Report for the 2021 financial year following the amendment to the German Public Limited Companies Act (Aktiengesetz – “AktG”) pursuant to the German Act Implementing the Second Shareholder Rights Directive (“ARUG II”). The Remuneration Report comprises details on the remuneration for members of the Management Board and the Supervisory Board in the past financial year. As announced, shareholders will also be presented with a revised Management Board remuneration system for approval.
The entire Annual General Meeting on 10 August 2022 will be transmitted by means of an audio-visual broadcast to duly registered shareholders and their authorised representatives, via a shareholder portal on Aareal Bank’s website (Investors – General Meeting 2022). Shareholders will also be able to exercise their voting rights electronically, or to appoint a proxy, via this portal. Moreover, shareholders will have the opportunity to submit questions by means of electronic communication up until 8 August 2022, 24:00 CEST.
Overview of the new Supervisory Board candidates:
Henning Giesecke is a risk management expert who brings property financing, banking business, and corporate governance experience to the table. He has a degree in Business Administration (Diplom-Kaufmann graduate) and prior to joining UniCredit S.p.A. and UniCredit Bank AG as member of the Management Board and Group Chief Risk Officer, held various senior positions at HypoVereinsbank AG over several years. Today Henning Giesecke is Vice Chairman of the Supervisory Board of The Social Chain AG, The Social Chain Group AG, and of Linde + Wiemann Holding SE, as well as a member of the Board of Directors of Erste Abwicklungsanstalt AöR.
Denis Hall is a qualified German bank officer with long-standing risk management experience and a focus on banking, M&A, and technology/IT security. Most recently he has served as Chief Risk Officer, Global Consumer Banking, at GE Capital and before that held the position of Chief Risk Officer, Private and Business Clients, for Deutsche Bank. Denis Hall is a Non-Executive member of the Board of Directors of Auxmoney Europe Holdings Ltd and Skipton Building Society, and a member of the Supervisory Board of Moneta Money Bank AS.
Barbara Knoflach is not only an experienced property asset manager, but also a strategic planning, banking business, IT/digitalisation, and M&A expert. She graduated in Economics with a focus on Computer Science (Diploma Business Economist) and has held numerous positions – for example, Global Head at BNP Paribas Real Estate Investment Management, Deputy CEO of BNP Paribas Real Estate S.A., and CEO of SEB Asset Management AG. Barbara Knoflach is a member of the Board of Directors of Swiss Prime Site AG, Chairperson and independent Non-Executive member of the Board of Directors of CTP N.V., and a member of the Supervisory Board of Landmarken AG. She is also the founder and Managing Director of LifeWorkSpace, a consulting and private investment company focused on innovative and sustainable strategies in the property industry.
Marika Lulay is a digitalisation, technology, and IT expert, bringing along extensive experience in the areas of strategic planning, M&A, corporate governance, and business and corporate development. She has a Master’s Degree in Computer Science and is CEO, Managing Director, and Member of the Board of Directors of GFT Technologies SE. In her previous role as COO, Marika Lulay had already been a member of GFT Technologies SE’s Board for many years. She is a Supervisory Board member at EnBW AG.
Hans-Hermann Anton Lotter is a seasoned banker commanding vast expertise from mandates in various Supervisory Boards and advisory bodies. He holds a Dipl.-Math. oec., Master’s (“Diplom”) degree in Mathematical Economics (“Wirtschaftsmathematik”), worked in investment banking for many years, and has significant experience in the areas of international M&A and joint ventures, strategic planning, accounting, and governance. Hans-Hermann Lotter has been holding offices in investment companies associated with Advent International for several years; currently this includes Atlantic BidCo GmbH in particular. His prior functions included a significant contribution to restructuring Addiko Bank Group. Hans-Hermann Lotter is Chairman of the Supervisory Board of TK Elevator GmbH, Chairman of the Board of Directors of AI Alpine (Luxembourg) S.à.r.l, member of the Supervisory Board of Hermes Germany GmbH, and member of the Board of Directors of Vertical Topco S.à.r.l.
José Sevilla Álvarez can look back on many years of experience in the banking business; his focus lies on risk management, strategic planning, accounting, M&A, and corporate governance. José Sevilla Álvarez holds a degree in Economics and Business Studies and was CEO of Bankia, Chair of its Risk Committee and Board Member at Spain’s BFA Tenedora de Acciones S.A.U. Prior to that, he was a member of the Management Committee at BBVA Group and Board Member at BBVA Bancomer. He is a Non-Executive independent Member of the Board of Directors at Renta 4 Banco in Madrid, Spain.
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