Bond Aareal 0% ( XS1398538493 ) in EUR

Aareal

100 % ▲

Germany

XS1398538493 ( in EUR )

05/05/2036

Prospectus brochure of the bond Aareal XS1398538493 en EUR 0%, maturity 05/05/2036

100 000 EUR

39 500 000 EUR

Aareal Bank is a German commercial bank specializing in real estate financing and IT solutions for the real estate industry.

The Bond issued by Aareal ( Germany ) , in EUR, with the ISIN code XS1398538493, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 05/05/2036

Prospectus

Aareal Bank AG
Federal Republic of Germany, Wiesbaden
as Issuer
Euro 25,000,000,000
Debt Issuance Programme

This Prospectus has been approved by the Commission de Surveil ance du Secteur Financier of the Grand
Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under Regulation (EU)
No 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the
"Prospectus Regulation"). The Issuer has requested the CSSF to provide the competent authority in the
Federal Republic of Germany with a certificate of approval attesting that the Prospectus has been drawn up
in accordance with the Prospectus Regulation ("Notification"). The Issuer may request the CSSF to provide
competent authorities in additional host member states within the European Economic Area with a
Notification.
Application has been made for the Notes and the Pfandbriefe (Notes and Pfandbriefe together, the
"Instruments") to be issued under the Euro 25,000,000,000 Debt Issuance Programme (the "Programme")
as described in this Prospectus to be listed on the Official List of the Luxembourg Stock Exchange and to
be admitted to trading on its regulated market (the "Regulated Market of the Luxembourg Stock
Exchange"), which is a regulated market for the purposes of Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 (as amended, "MiFID II"). Instruments issued under the
Programme may also be listed on the Frankfurt Stock Exchange or the Düsseldorf Stock Exchange or on
any other stock exchange, or may not be listed at al .
This document constitutes two base prospectuses for the purpose of Article 8(1) of the Prospectus
Regulation: (i) the base prospectus of Aareal Bank AG in respect of non-equity securities within the meaning
of Article 2(c) of the Prospectus Regulation and (ii) the base prospectus of Aareal Bank AG in respect of
Pfandbriefe (together, the "Prospectus").

Arranger:
Deutsche Bank
Dealers:
Barclays · BayernLB · BNP PARIBAS · Citigroup · Commerzbank · Danske Bank · DekaBank ·
Deutsche Bank · DZ BANK AG · Goldman Sachs Bank Europe SE · Helaba · HSBC ·
J.P. Morgan · LBBW · NATIXIS · NatWest Markets · Nomura · Norddeutsche Landesbank 
Girozentrale · Société Générale Corporate & Investment Banking · UBS Investment Bank ·
UniCredit

The date of this Prospectus is 9 June 2023.

NOTICE
This Prospectus should be read and construed with any supplement thereto and with any other documents
incorporated by reference and, in relation to any Series of Instruments, together with the relevant final terms
(the "Final Terms"). Ful information on the Issuer and any tranche of Instruments is only available on the
basis of the Prospectus and the relevant Final Terms. For the avoidance of doubt, the content of websites
this Prospectus refers to in hyperlinks does not form part of the Prospectus and has not been scrutinised or
approved by the CSSF.
Aareal Bank AG ("Aareal Bank", "Bank" or the "Issuer" and together with al of its affiliated companies
within the meaning of the German Stock Corporation Act (Aktiengesetz), the "Aareal Bank Group" or the
"Group") with its registered office in Wiesbaden, Germany, is solely responsible for the information given in
this Prospectus.
The Issuer has confirmed to the dealers set forth on the cover page (each, a "Dealer" and together, the
"Dealers") that this Prospectus contains al information which is material in the context of the Programme
and the issue, offering and sale of Instruments thereunder; that the information contained in this Prospectus
is accurate in al material respects and is not misleading in any material respect; that the opinions, predictions
or intentions expressed herein are honestly held and that there are no other facts the omission of which
would make this Prospectus as a whole or any of such information or the expression of any such opinions,
predictions or intentions misleading. The Issuer confirms that any information from third party sources has
been accurately reproduced and that, as far as it is aware and is able to ascertain from information published
by such third party, no facts have been omitted which would render the reproduced information inaccurate
or misleading.
No person has been authorised by the Issuer to give any information or to make any representation which
is not contained in or not consistent with this Prospectus or any other information supplied in connection with
the Programme and, if given or made, such information or representation must not be relied upon as having
been authorised by or on behalf of the Issuer or any of the Dealers.
This Prospectus is valid until its expiration on 9 June 2024 and any supplement hereto as wel as any Final
Terms reflect the status as of their respective dates of issue. There is no obligation to supplement this
Prospectus in the event of significant new factors, material mistakes or material inaccuracies when this
Prospectus is no longer valid. The offering, sale or delivery of any Instruments may not be taken as an
implication that the information contained in such documents is accurate and complete subsequent to their
respective dates of issue or that there has been no adverse change in the financial condition of the Issuer
since such date or that any other information supplied in connection with the Programme is accurate at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The Issuer has undertaken with the Dealers to amend or supplement this Prospectus by a supplement to it
or to publish a new Prospectus if and when the information herein should become material y inaccurate or
incomplete, and has further agreed with the Dealers to furnish a supplement to this Prospectus in the event
of any significant new factor, material mistake or material inaccuracy relating to the information included in
this Prospectus which is capable of affecting the assessment of the Instruments and which arises or is noted
between the time when this Prospectus has been approved and when trading of any tranche of Instruments
on a regulated market begins, in respect of Instruments issued on the basis of this Prospectus.
In the case of an offer by a Dealer, the Dealer must inform potential investors of the terms and conditions of
the Instruments at the time of the offer.
The Issuer will comply with its respective obligations under the Prospectus Regulation to prepare a
supplement to this Prospectus or a new Prospectus in the event that any significant new factor, material
mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting
the assessment of the Instruments arises or is noted after the date of this Prospectus.
Neither the Arranger nor any Dealer nor any person mentioned in this Prospectus, excluding the Issuer,
accepts any responsibility for the accuracy and completeness of the information contained in this Prospectus
or any supplement hereof, or any other document incorporated by reference nor for the information contained
in any Final Terms.
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes
a translation. In respect of the issue of any Tranche of Instruments under the Programme, the German text
of the Conditions may be control ing and binding if so specified in the relevant Final Terms.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Instruments
in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final
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Terms comes are required to inform themselves about and observe any such restrictions. For a description
of the restrictions applicable in the European Economic Area, the United States of America, the United
Kingdom, Japan and Luxembourg see "Selling Restrictions". In particular, the Instruments have not been
and will not be registered under the United States Securities Act of 1933, as amended, or with any securities
regulatory authority of any state or other jurisdiction of the United States of America and are subject to the
tax law requirements of the United States of America; subject to certain exceptions, Instruments may not be
offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S.
persons.
Amounts payable under the Instruments may be calculated by reference to EURIBOR, which is currently
provided by European Money Markets Institute (EMMI), STIBOR, which is currently provided by Swedish
Financial Benchmark Facility (SFBF), SONIA which is currently provided by the Bank of England, SOFR,
which is currently provided by the Federal Reserve Bank of New York, CMS (constant maturity swap) rates,
which are currently provided by ICE Benchmark Administration Limited (IBA), STR, which is provided by
the European Central Bank or other indices which are deemed benchmarks for the purposes of Regulation
(EU) 2016/1011 (as amended, the "Benchmark Regulation"). As at the date of this Prospectus, SONIA,
SOFR and STR do not fal within the scope of the Benchmark Regulation. As at the date of this Prospectus,
EMMI and SFBF appear on the register of administrators and benchmarks established and maintained by
the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation
(the "Benchmarks Register"), while IBA, the Bank of England, the Federal Reserve Bank of New York and
the European Central Bank do not appear on the Benchmarks Register. The relevant Final Terms will specify
whether EMMI, IBA, the Bank of England, the Federal Reserve Bank of New York, the European Central
Bank, as the case may be, or the administrator of a successor reference rate to EURIBOR or another
reference rate or the administrator of another relevant index deemed a benchmark appear in the
Benchmarks Register as of the date of such Final Terms, if relevant.
If the relevant Final Terms in respect of any Instruments include a legend entitled "Prohibition of
Sales to European Economic Area Retail Investors", the Instruments are not intended to be offered,
sold or otherwise made available to and, with effect from such date, should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU (as
amended, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor
as defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Instruments or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Instruments or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
If the relevant Final Terms in respect of any Instruments specify "Prohibition of Sales to European Economic
Area Retail Investors" as "Not Applicable", except to the extent subparagraph (i ) below may apply, any offer
of Instruments in any Member State of the EEA (each, a "Relevant Member State") wil be made pursuant
to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of
Instruments. Accordingly any person making or intending to make an offer in that Relevant Member State of
Instruments which are the subject of an offering/placement contemplated in this Prospectus as completed
by Final Terms or a drawdown prospectus in relation to the offer of those Instruments may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by
the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State and (in either case)
published, al in accordance with the Prospectus Regulation, provided that any such prospectus has
subsequently been completed by Final Terms which specify or is a drawdown prospectus which specifies
that offers may be made other than pursuant to Article 1(4) of the Prospectus Regulation in that Relevant
Member State and such offer is made in the period beginning and ending on the dates specified for such
purpose in such prospectus or Final Terms or drawdown prospectus, as applicable and the Issuer has
consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (i ) above
may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer
of Instruments in circumstances in which an obligation arises for the Issuer or any Dealer to publish or
supplement a prospectus for such offer.
If the relevant Final Terms in respect of any Instruments includes a legend entitled "Prohibition of
Sales to United Kingdom Retail Investors", the Instruments are not intended to be offered, sold or
otherwise made available to and, with effect from such date, should not be offered, sold or otherwise
made available to any retail investor in the UK. For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU)
- iii -

No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets
Act 2000 (as amended, "FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA; or (iii) not a qualified investor as defined in the Prospectus Regulation as it forms part of
domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Instruments or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Instruments or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
If the relevant Final Terms in respect of any Instruments specify "Prohibition of Sales to United Kingdom
Retail Investors" as "Not Applicable", except to the extent subparagraph (ii) below may apply, any offer of
Instruments in the UK wil be made pursuant to an exemption under the Prospectus Regulation as it forms
part of domestic law by virtue of the EUWA from the requirement to publish a prospectus for offers of
Instruments. Accordingly any person making or intending to make an offer in the UK of Instruments which
are the subject of an offering/placement contemplated in this Prospectus as completed by Final Terms or a
drawdown prospectus in relation to the offer of those Instruments may only do so (i) in circumstances in
which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant section 85 of the
FSMA or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation as it forms part of
domestic law by virtue of the EUWA, in each case, in relation to such offer, or (ii) if a prospectus for such
offer has been approved by the competent authority in the UK or, where appropriate, approved in the UK
and notified to the competent authority in the UK and (in either case) published, al in accordance with the
Prospectus Regulation as it forms part of domestic law by virtue of the EUWA, provided that any such
prospectus has subsequently been completed by Final Terms which specify or is a drawdown prospectus
which specifies that offers may be made other than pursuant to Article 1(4) of the Prospectus Regulation as
it forms part of domestic law by virtue of the EUWA in the UK and such offer is made in the period beginning
and ending on the dates specified for such purpose in such prospectus or Final Terms or drawdown
prospectus, as applicable and the Issuer has consented in writing to its use for the purpose of such offer.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised,
nor do they authorise, the making of any offer of Instruments in circumstances in which an obligation arises
for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
This Prospectus may only be used for the purpose for which it has been published.
Neither this Prospectus nor any Final Terms constitute an offer or an invitation by or on behalf of
the Issuer or the Dealers to any person to subscribe for or to purchase any Instruments. Neither this
Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET  The Final Terms in respect of any Instruments
may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment
by the manufacturer(s) in respect of the Instruments and which channels for distribution of the Instruments
are appropriate. Any person subsequently offering, sel ing or recommending the Instruments (a
"Distributor") should take into consideration the target market assessment; however, a Distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Instruments (by
either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID II Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"),
any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID II Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET  The Final Terms in respect of any Instruments
may include a legend entitled "UK MiFIR Product Governance" which wil outline the target market
assessment by the manufacturer(s) in respect of the Instruments and which channels for distribution of the
Instruments are appropriate. A Distributor should take into consideration the target market assessment;
however, a Distributor subject to the Financial Conduct Authority ("FCA") Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Instruments (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
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A determination wil be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules any Dealer subscribing for any Instruments is a manufacturer in respect of such
Instruments, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be
a manufacturer for the purpose of the UK MiFIR Product Governance Rules. Furthermore, the Issuer is not
a manufacturer or Distributor for the purposes of the UK MiFIR Product Governance Rules.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISATION MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISATION MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-
ALLOT INSTRUMENTS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE INSTRUMENTS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF
THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS IS MADE AND, IF
BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF INSTRUMENTS AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF INSTRUMENTS. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT
STABILISATION MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISATION
MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
In this Prospectus al references to "", "EUR" or "Euro" are to the currency introduced at the start of the
third stage of the European economic and monetary union, and as defined in Article 2 of Council Regulation
(EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.
FORWARD LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements, in particular statements using the words
"believes", "anticipates", "intends", "expects" or other similar terms. This applies in particular to statements
under the caption "AAREAL BANK AG" and statements elsewhere in this Prospectus relating to, among
other things, the future financial performance, potential synergies to be realized in connection with potential
acquisitions, plans and expectations regarding developments in the business of the Aareal Bank Group.
These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other
factors that may cause the actual results, including the financial position and profitability of Aareal Bank, to
be material y different from or worse than those expressed or implied by these forward-looking statements.
Aareal Bank does not assume any obligation to update such forward-looking statements and to adapt them
to future events or developments.
GREEN FINANCE FRAMEWORK AND SECOND PARTY OPINION
The Final Terms relating to any specific series of Instruments may provide that it will be the Issuer's intention
to use an amount equivalent to the net proceeds from the issuance of those Instruments specifical y for a
portfolio of new or existing eligible green projects ("Green Projects"). Aareal Bank has established a
framework for such issuances which further specifies the eligibility criteria for Green Projects (the "Green
Finance Framework") based on the recommendations included in the voluntary process guidelines for
issuing green bonds published by the International Capital Market Association ("ICMA") (the "ICMA Green
Bond Principles 2021") and which is available on the website of Aareal Bank.
A second party opinion on the alignment of the Green Finance Framework with the ICMA Green Bond
Principles 2021 has been provided by Sustainalytics GmbH (the "Second Party Opinion") and is available
on the website of Aareal Bank.
Neither the Green Finance Framework nor the Second Party Opinion is incorporated into or form part of this
Prospectus. None of the Arranger, the Dealers, any of their respective affiliates or any other person
mentioned in this Prospectus makes any representation as to the suitability of such Notes to fulfil
environmental, social and/or sustainability criteria required by any prospective investors. The Arranger and
the Dealers have not undertaken, nor are responsible for, any assessment of the Green Finance Framework
or the Green Projects, any verification of whether any Green Projects meets the criteria set out in the Green
Finance Framework or the monitoring of the use of proceeds.

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CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................... 3
RISK FACTORS ........................................................................................................................................... 5
A. Risk Factors relating to Aareal Bank AG .............................................................................................. 5
B. Risk Factors relating to the Instruments ............................................................................................. 15
CONSENT TO USE THE PROSPECTUS .................................................................................................. 30
RESPONSIBILITY STATEMENT ................................................................................................................ 31
ISSUE PROCEDURES ............................................................................................................................... 32
Terms and Conditions of the Instruments German Language Version ................................................... 34
OPTION I Emissionsbedingungen für nicht nachrangige festverzinsliche Schuldverschreibungen . 36
OPTION II Emissionsbedingungen für nicht nachrangige variabel verzinsliche
Schuldverschreibungen ...................................................................................................................... 56
OPTION III Emissionsbedingungen für nicht nachrangige fest zu variabel verzinsliche
Schuldverschreibungen .................................................................................................................... 108
OPTION IV Emissionsbedingungen für nachrangige Schuldverschreibungen ............................... 163
OPTION V Emissionsbedingungen für festverzinsliche Pfandbriefe .............................................. 188
OPTION VI Emissionsbedingungen für variabel verzinsliche Pfandbriefe ..................................... 202
OPTION VII Emissionsbedingungen für fest zu variabel verzinsliche Pfandbriefe ......................... 247
Terms and Conditions of the Instruments English Language Version ................................................... 295
OPTION I Terms and Conditions for senior Fixed Rate Notes ....................................................... 296
OPTION II Terms and Conditions for senior Floating Rate Notes .................................................. 314
OPTION III Terms and Conditions for senior Fixed to Floating Rate Notes ................................... 361
OPTION IV Terms and Conditions for subordinated Notes ............................................................ 411
OPTION V Terms and Conditions for Fixed Rate Pfandbriefe ....................................................... 433
OPTION VI Terms and Conditions for Floating Rate Pfandbriefe .................................................. 446
OPTION VII Terms and Conditions for Fixed to Floating Rate Pfandbriefe ................................... 488
FORM OF FINAL TERMS ......................................................................................................................... 532
General Information .............................................................................................................................. 539
Part I.: Terms and Conditions ............................................................................................................... 540
Part II.: Additional Information ............................................................................................................... 599
AAREAL BANK AG ................................................................................................................................... 610
Statutory Auditors ................................................................................................................................. 610
Information about Aareal Bank AG ....................................................................................................... 610
General Information .......................................................................................................................... 610
History and Development of Aareal Bank AG ................................................................................... 610
Business Overview ............................................................................................................................... 611
Principal Activities ............................................................................................................................. 611
Principal Markets .............................................................................................................................. 612
Organisational Structure ....................................................................................................................... 612
Atlantic BidCo Takeover Offer........................................................................................................... 613
Trend Information .................................................................................................................................. 613
Outlook for the year 2023 ...................................................................................................................... 614
Administrative, Management and Supervisory Bodies .......................................................................... 615
Overview ........................................................................................................................................... 615
Management Board .......................................................................................................................... 615
Supervisory Board ............................................................................................................................ 616
Conflict of Interests ........................................................................................................................... 618
Supervisory Authorities ..................................................................................................................... 618
Share Capital ........................................................................................................................................ 618
Major Shareholders ............................................................................................................................... 618
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Regulatory Indicators ............................................................................................................................ 619
Financial Information concerning Aareal Bank Group's Assets and Liabilities, Financial Liabilities,
Financial Position and Profits and Losses............................................................................................. 619
Rating of the Issuer ........................................................................................................................... 620
Description of the expected financing of the Issuer's activities ......................................................... 621
Legal or Arbitration Proceedings ....................................................................................................... 621
No Significant Change in the Financial Position or Financial Performance ....................................... 621
Material Contracts ................................................................................................................................. 621
PFANDBRIEFE AND THE MORTGAGE BANKING SECTOR ................................................................. 622
WARNING REGARDING TAXATION ....................................................................................................... 628
SELLING RESTRICTIONS ....................................................................................................................... 629
GENERAL INFORMATION ....................................................................................................................... 634
Method to determine the yield ............................................................................................................... 634
Rating Agency ....................................................................................................................................... 634
Listing and Admission to Trading .......................................................................................................... 634
Clearing Systems .................................................................................................................................. 634
Interest of Natural and Legal Persons involved in the Issue/Offer ........................................................ 634
Use of Proceeds ................................................................................................................................... 634
Authorisation ......................................................................................................................................... 635
Documents on Display .......................................................................................................................... 636
Documents Incorporated by Reference................................................................................................. 637
NAMES AND ADDRESSES...................................................................................................................... 643

- 2 -

GENERAL DESCRIPTION OF THE PROGRAMME
General
Under this Programme, Aareal Bank may from time to time issue Instruments to one or more of the Dealers.
Deutsche Bank Aktiengesel schaft acts as arranger in respect of the Programme (the "Arranger").
The maximum aggregate principal amount of the Instruments at any time outstanding under the Programme
will not exceed EUR 25,000,000,000 (or its equivalent in any other currency). The Issuer may increase the
amount of the Programme from time to time.
Instruments may be issued on a continuing basis to one or more of the Dealers. Instruments may be
distributed on a syndicated or non-syndicated basis. The method of distribution of each Tranche (as defined
below) will be stated in the Final Terms. Instruments may be offered to non-qualified and qualified investors
unless the applicable Final Terms include a legend entitled "Prohibition of Sales to European Economic Area
Retail Investors" or "Prohibition of Sales to United Kingdom Retail Investors".
Instruments may be issued on a continuous basis in Tranches (each a "Tranche"), each Tranche consisting
of Instruments which are identical in al respects. One or more Tranches, which are expressed to be
consolidated and forming a single series and identical in al respects, but having different issue dates,
interest commencement dates, issue prices and dates for first interest payments may form a Series
("Series") of Instruments. Further Instruments may be issued as part of existing Series. The specific terms
of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions)
will be set forth in the Final Terms.
Instruments wil be issued in such denominations as may be agreed between the Issuer and the relevant
Dealer(s) and as indicated in the Final Terms save that the minimum denomination of the Instruments will
be, if in Euro, EUR 1,000, if in any currency other than Euro, in an amount in such other currency nearly
equivalent to EUR 1,000 at the time of the issue of Instruments.
Instruments may be issued at an issue price which is at par or at a discount to, or premium over, par, as
stated in the Final Terms. The issue price for Instruments to be issued wil be determined at the time of
pricing on the basis of a yield which will be determined on the basis of the orders of the investors. Orders
will specify a minimum yield and may only be confirmed at or above such yield. The resulting yield will be
used to determine an issue price, al to correspond to the yield. The Instruments are freely transferable.
Application has been made to list Instruments on the official list of the Luxembourg Stock Exchange and to
trade Instruments on the Regulated Market "Bourse de Luxembourg" which is a regulated market for the
purposes of MiFID II. Instruments may further be issued under the Programme which will be listed on the
Frankfurt Stock Exchange or the Düsseldorf Stock Exchange, or which wil not be listed on any stock
exchange.
Instruments will be accepted for clearing through one or more Clearing Systems as specified in the Final
Terms. These systems will include those operated by Clearstream Banking AG, Clearstream Banking S.A.
and Euroclear Bank SA/NV.
Deutsche Bank Aktiengesel schaft will act as fiscal agent with respect to Instruments cleared through
Clearstream Banking S.A. and Euroclear Bank SA/NV and Aareal Bank AG will act as fiscal agent with
respect to Instruments cleared through Clearstream Banking AG (each a "Fiscal Agent"). The Fiscal Agents
and other institutions, al as indicated in the Final Terms, wil act as paying agents (the "Paying Agents").
Ranking
Instruments to be issued under the Programme may have the fol owing ranking:
Senior Notes which shall not qualify as MREL-eligible debt
The obligations under the Notes constitute unsecured and unsubordinated obligations of the Issuer ranking
pari passu among themselves and pari passu with al other unsecured and unsubordinated obligations of
the Issuer except for such unsecured and unsubordinated obligations of the Issuer which are preferred by
statutory provisions or which are subordinated by virtue of their terms or by statutory provisions.
Senior Notes which shall qualify as MREL-eligible senior preferred debt pursuant to
Section 46f (5) KWG
The Notes are intended to qualify as eligible liabilities for the minimum requirement for own funds and eligible
liabilities of the Issuer ("MREL"). The obligations under the Notes constitute unsecured and unsubordinated
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obligations of the Issuer and, save for applicable laws and regulations, rank pari passu among themselves
and pari passu with al other unsecured and unsubordinated obligations of the Issuer (except for obligations
under debt instruments (Schuldtitel) pursuant to Section 46f (6) and (9) of the German Banking Act
(Kreditwesengesetz, "KWG") or any successor provision which rank junior to the Notes), subject, however,
to statutory priorities conferred to certain unsecured and unsubordinated obligations in the event of resolution
measures imposed on the Issuer or in the event of the dissolution, liquidation, insolvency, composition or
other proceedings for the avoidance of insolvency of, or against, the Issuer.
Senior Notes which shall qualify as MREL-eligible senior non-preferred debt pursuant to
Section 46f (6) KWG
The Notes are intended to qualify as eligible liabilities for the minimum requirement for own funds and eligible
liabilities of the Issuer (MREL). The obligations under the Notes constitute unsecured and unsubordinated
senior non-preferred obligations of the Issuer under debt instruments (Schuldtitel) within the meaning of
Section 46f (6) KWG or any successor provision ("Debt Instruments") and, save for applicable laws and
regulations, rank pari passu among themselves and pari passu with al other unsecured and unsubordinated
senior non-preferred obligations under Debt Instruments of the Issuer, including senior non-preferred
obligations under Debt Instruments referred to in Section 46f (9) KWG, but junior to al other unsecured and
unsubordinated obligations of the Issuer, subject, however, to statutory priorities conferred to certain
unsecured and unsubordinated obligations in the event of resolution measures imposed on the Issuer or in
the event of the dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of
insolvency of, or against, the Issuer.
Pfandbriefe
The obligations under the Pfandbriefe constitute direct, unconditional and unsubordinated obligations of the
Issuer ranking pari passu among themselves. The Pfandbriefe are covered in accordance with the Pfandbrief
Act and rank at least pari passu with al other obligations of the Issuer under Pfandbriefe.
Subordinated Notes
The obligations under the Notes constitute unsecured and subordinated obligations of the Issuer ranking
pari passu among themselves and pari passu with al other subordinated obligations of the Issuer except as
otherwise provided by applicable law or the terms of any such other obligations. In the event of resolution
measures imposed on the Issuer and in the event of the dissolution, liquidation, insolvency, composition or
other proceedings for the avoidance of insolvency of, or against, the Issuer, the obligations under the Notes
shal be ful y subordinated to the claims of other unsubordinated creditors of the Issuer so that in any such
event no amounts shal be payable in respect of the Notes until the claims of such other unsubordinated
creditors of the Issuer have been satisfied in ful . No Holder (as defined in the terms and conditions) may set
off his claims arising under the Notes against any claims of the Issuer. Considering this subordination
provision the Issuer is free to meet its obligations under the Notes also out of other free assets. No security
or guarantee of whatever kind is, or shal at any time be, provided by the Issuer or any other person securing
rights of the Holders under the Notes.
No subsequent agreement may limit the subordination or shorten the term of the Notes or any applicable
notice period. If the Notes are redeemed or repurchased by the Issuer or as a result of an early redemption,
then the amounts redeemed or paid must be returned to the Issuer irrespective of any agreement to the
contrary unless the supervisory authority of the Issuer has given its consent to such early redemption or
repurchase. Any cancel ation or redemption of the Notes or any repurchase of the Notes prior to their
scheduled maturity requires the prior consent of the supervisory authority of the Issuer.
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RISK FACTORS
Before deciding to purchase the Instruments, prospective investors should careful y review and consider the
fol owing risk factors and the other information contained in this Prospectus. Words and expressions defined
in the "TERMS AND CONDITIONS OF THE INSTRUMENTS" below or elsewhere in this Prospectus have
the same meanings in this section. Investing in the Instruments involves certain risks. Prospective investors
should consider, among other things, the fol owing:
The fol owing is a disclosure of risk factors that are material with respect to the Issuer and the Instruments
issued under the Programme in order to assess the risks associated with these Instruments. Prospective
investors should consider these risk factors before deciding to purchase Instruments issued under the
Programme.
Prospective investors should consider al information provided in this Prospectus and consult with their own
professional advisers (including their financial, accounting, legal and tax advisers) if they consider it
necessary. Should one or more of the risks described below materialise, this may have a material adverse
effect on the cash flows, results of operations and financial condition of the Issuer. Moreover, if any of these
risks materialises, the market value of the Instruments and the likelihood that the Issuer wil be in a position
to fulfil its payment obligations under the Instruments may decrease, in which case the Holders could lose
al or part of their investments.
The Issuer describes only those risk factors it is currently aware of and which could impair its ability to fulfil
its obligations under the Instruments. Additional risks and uncertainties, which are currently not known to the
Issuer or which the Issuer currently believes are immaterial, could likewise impair the business operations
of the Issuer and have a material adverse effect on the Issuer's business, cash flows, results of operations
and the Issuer's financial condition. Prospective investors should consider these risk factors before deciding
to purchase Notes issued under the Programme. Investors may lose the value of their entire investment or
part of it in the event one or more of the risks regarding the Issuer described below materialises.
In addition, prospective investors should be aware that the risks described below may combine and thus,
intensify each other.
A. Risk Factors relating to Aareal Bank AG
Any investment in the Instruments issued by Aareal Bank involves risks relating to the Issuer. If any of the
fol owing risks actual y occurs, the Issuer's ability to fulfil its obligations under the Instruments might be
affected and/or the trading price of the Instruments of the Issuer could decline and investors could lose al
or part of their investment.
Aareal Bank's risk exposure is largely concentrated on risks general y associated with banking. Some of its
subsidiaries, however, are exposed to a variety of other types of risk outside typical banking risk.
The risk factors regarding Aareal Bank are presented in the fol owing categories:
·
Risks related to the Issuer's financial situation
·
Regulatory Risks
·
Risks related to the Issuer's business activities and industry
·
Environmental, Social and Governance Risks
1. Risks related to the Issuer's financial situation
Credit Risk
Aareal Bank defines credit risk as the risk of losses being incurred due to (i) a business partner defaulting
on contractual obligations (counterparty default risk); (ii) a deterioration in a business partner's credit quality
(migration risk); (i i) the effects of adverse exchange rate developments in the real estate financing portfolio
(FX Lending risk). Both credit business and trading activities may be subject to counterparty default risk.
Counterparty default risk exposure from trading activities may refer to risk exposure vis-à-vis counterparties
or issuers.
Counterparty Default Risk in connection with Structured Property Financing
In connection with its Structured Property Financing assets, credit risk for Aareal Bank depends on a number
of factors including, but not limited to, the respective borrower's creditworthiness, the relevant property's
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