Atlantic BidCo GmbH
Takeover Offer / Target company: Aareal Bank AG; Bidder: Atlantic BidCo GmbH

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

– Convenience Translation –

PUBLICATION OF THE DECISION TO SUBMIT A VOLUNTARY PUBLIC TAKEOVER OFFER PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 IN CONJUNCTION WITH SEC. 29 PARA. 1, 34 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)

Bidder:

Atlantic BidCo GmbH
An der Welle 4
60322 Frankfurt am Main
Germany
registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main
under HRB 124165

Target Company:

Aareal Bank AG
Paulinenstraße 15
65189 Wiesbaden
Germany
registered with the commercial register of the local court (Amtsgericht) Wiesbaden under HRB 13184
ISIN: DE0005408116

Today, on April 7, 2022, Atlantic BidCo GmbH (the “Bidder“), with its registered office in Frankfurt am Main, Germany, decided to submit a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) (the “Offer“) in the form of a cash offer (Barangebot) to the shareholders of Aareal Bank AG (the “Company“), with its registered office in Wiesbaden, Germany, to acquire all no-par value bearer shares in the Company, each with a notional interest in the share capital of EUR 3.00 (ISIN DE0005408116, “Aareal Shares“). For each Aareal Share tendered to the Bidder, the Bidder will, subject to the determination of the statutory minimum price and the final determination in the offer document, offer EUR 33.00 in cash (“Offer Price“) as consideration.

The Bidder is a wholly-owned subsidiary of Atlantic Lux HoldCo S.à r.l., Luxembourg (“Atlantic HoldCo“), which is neither solely nor jointly controlled by its shareholders. All shares in Atlantic HoldCo are held in the form of independent minority participations by funds managed and advised by Advent International Corporation and its affiliates, by funds advised by Centerbridge Partners L.P., as well as by other minority shareholders, such as CPP Investment Board Europe S.à r.l.

The public takeover offer will be made in accordance with the terms and conditions set forth in the offer document. This includes reaching a minimum acceptance threshold of 60%. In addition, the public takeover offer will be made subject to customary offer conditions, including receipt of all required regulatory approvals, in particular bank regulatory clearance.

Atlantic HoldCo has entered into irrevocable undertakings with certain shareholders of the Company, under which such shareholders have committed to accept the Offer for Aareal Shares or to sell Aareal Shares to the Bidder outside the Offer. Such irrevocable undertakings relate to an aggregate 37% of the Company’s share capital and voting rights and are taken into account for the purposes of the minimum acceptance threshold. The irrevocable undertakings provide for a partial reinvestment in Atlantic HoldCo.

Following the announcement on February 4, 2022 that the minimum acceptance threshold had not been reached and that the takeover offer published on December 17, 2021 had expired, the Bidder entered into an investment agreement with the Company on April 6, 2022, which governs the key terms of a renewed takeover offer and the mutual intentions and objectives with regard to their future collaboration. On the basis of the investment agreement, the Company’s management board and supervisory board support the renewed offer.

Today, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), after the Company provided its consent, granted the required release for the submission of a renewed takeover offer to the Bidder from the one year blocking period (Sperrfrist) pursuant to section 26 para. 5 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG).

The offer document will be available on the Internet at http://www.atlantic-offer.com after the approval of the publication has been granted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the Offer from the information described herein.

Important Notice:

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the Offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, since they contain or will contain important information.

The Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting jointly with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting jointly with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.

Frankfurt am Main, April 7, 2022

Atlantic BidCo GmbH