EQS-Adhoc: Aareal Bank AG: Aareal Bank AG announces invitation to all eligible holders to offer to sell for cash their Additional Tier 1 Notes of 2014 (ISIN: DE000A1TNDK2).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

Aareal Bank AG announces invitation to all eligible holders to offer to sell for cash their Additional Tier 1 Notes of 2014 (ISIN: DE000A1TNDK2).

Wiesbaden, 14 January 2025 – Today, Aareal Bank AG resolved to invite eligible holders of its outstanding EUR 300,000,000 Perpetual Non-Cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2014 (ISIN: DE000A1TNDK2) (the "Notes") to tender any and all of their Notes for purchase by Aareal Bank AG for cash (the "Offer"). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum, dated 14 January 2025 (the "Tender Offer Memorandum") and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

In addition, Aareal Bank AG resolved today that it intends to terminate, with effect on 30 April 2025, any Notes that remain outstanding following the settlement of the Offer. The termination is subject to the satisfaction of certain conditions contained in the terms and conditions of the Notes. Aareal Bank AG will publish the call notice within the notice period, and in accordance with the applicable provisions, set forth in the terms and conditions of the Notes.

The acceptance of the Offer and the exercise of the call of the remaining Notes are, among other things, subject to the successful issue by Aareal Bank AG of new USD-denominated securities that qualify as Additional Tier 1 instruments (the "New Notes"). The management board of Aareal Bank AG intends to resolve on the issuance of such New Notes in the coming days.

Contact:

Jürgen Junginger, Head of Investor Relations

IMPORTANT NOTICE

This notice and the Tender Offer Memorandum do not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The release, publication or distribution of this notice and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this notice and the Tender Offer Memorandum come are required by each of Aareal Bank AG, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act"). Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in the Offer will represent that it is not located in the United States and it is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States.

This notice and the Tender Offer Memorandum is not an offer to buy or sell, or a solicitation of an offer to sell or buy, any Notes or other securities in the United States. Nothing in this notice and the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States.

2067417  14-Jan-2025 CET/CEST