Obligation Aareal 1.875% ( XS1681811243 ) en USD

Aareal

100 % ▲

Allemagne

XS1681811243 ( en USD )

1.875% par an ( paiement annuel )

14/09/2020 - Obligation échue

Prospectus brochure de l'obligation Aareal XS1681811243 en USD 1.875%, échue

2 000 USD

625 000 000 USD

L'Obligation émise par Aareal ( Allemagne ) , en USD, avec le code ISIN XS1681811243, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/09/2020

Prospectus

Aareal Bank AG
Federal Republic of Germany, Wiesbaden
as Issuer
Euro 15,000,000,000
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 (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 15,000,000,000 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 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:
Bayern LB · BNP PARIBAS · Citigroup · Commerzbank · DekaBank · Deutsche Bank
DZ BANK AG · Goldman Sachs Bank Europe SE · HSBC · LBBW · NATIXIS · Nomura
Norddeutsche Landesbank - Girozentrale - · Société Générale Corporate & Investment Banking · UniCredit
Bank
The date of this Prospectus is 8 June 2020.

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 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.
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 8 June 2021 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.
The Issuer wil 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 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 wil 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

- ii -

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), LIBOR, which is currently provided by ICE Benchmark Administration
(IBA), STIBOR, which is 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, 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,
each of IBA, EMMI and CFBF appears 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 SFBF, 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 wil specify whether EMMI, IBA,
SFBF, 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, LIBOR 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 and 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 European Economic Area ("EEA") or the
United Kingdom ("UK"). 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 "IDD"), 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 or the UK has been prepared and therefore offering
or selling the Instruments or otherwise making them available to any retail investor in the EEA or the UK
may be unlawful under the PRIIPs Regulation.
If the relevant Final Terms in respect of any Instruments specifiy "Prohibition of Sales to European Economic
Area and United Kingdom 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") and
the UK 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 or 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 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 (i ) if a prospectus for such
offer has been approved by the competent authority in that Relevant Member State or the UK or, where
appropriate, approved in another Relevant Member State or the UK and notified to the competent authority in
that Relevant Member State or the UK and (in either case) published, all 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 or 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 (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.
The Issuer does not consent to the use of this Prospectus for the subsequent resale or final placement of the
Instruments.
This Prospectus may only be used for the purpose for which it has been published.

- iii -

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 will
include a legend entitled "MiFID II 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.
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 wil be a manufacturer for the purpose of the MiFID II Product
Governance Rules.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS, THE DEALER OR DEALERS (IF
ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING
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 STABILISING
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISING 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 economíc 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.

- iv -

TABLE OF CONTENTS

General Description of the Programme .............................................................................................................. 1
Risk Factors........................................................................................................................................................... 3
Risk Factors relating to Aareal Bank AG ........................................................................................................... 3
Risk Factors Relating to the Instruments ......................................................................................................... 11
Responsibility Statement ................................................................................................................................... 22
Issue Procedures ................................................................................................................................................ 23
Terms and Conditions of the Instruments German Language Version ......................................................... 25
Option I Emissionsbedingungen für nicht nachrangige festverzinsliche Schuldverschreibungen ........... 26
Option II Emissionsbedingungen für nicht nachrangige variabel verzinsliche Schuldverschreibungen... 44
Option III Emissionsbedingungen für nachrangige Schuldverschreibungen ........................................... 85
Option IV Emissionsbedingungen für festverzinsliche Pfandbriefe ....................................................... 108
Option V Emissionsbedingungen für variabel verzinsliche Pfandbriefe ................................................ 121
Terms and Conditions of the Instruments English Language Version ........................................................ 158
Option I Terms and Conditions for senior Fixed Rate Notes ................................................................. 159
Option II Terms and Conditions for senior Floating Rate Notes ............................................................ 175
Option III Terms and Conditions for subordinated Notes ...................................................................... 212
Option IV Terms and Conditions for Fixed Rate Pfandbriefe ................................................................ 233
Option V Terms and Conditions for Floating Rate Pfandbriefe ............................................................. 245
Form of Final Terms .......................................................................................................................................... 278
General Information ....................................................................................................................................... 283
Part I.: Terms and Conditions ........................................................................................................................ 283
Part II.: Additional Information ....................................................................................................................... 316
Aareal Bank AG ................................................................................................................................................. 325
Statutory Auditors .......................................................................................................................................... 325
Information about Aareal Bank AG ................................................................................................................ 325
General Information ................................................................................................................................. 325
History and Development of Aareal Bank AG .......................................................................................... 325
Business Overview ........................................................................................................................................ 326
Principal Activities .................................................................................................................................... 326
Structured Property Financing ............................................................................................................ 326
Consulting/Services Bank .................................................................................................................. 326
Aareon................................................................................................................................................ 326
Principal Markets ..................................................................................................................................... 326
Organisational Structure ................................................................................................................................ 327
Structured Property Financing Segment .................................................................................................. 327
Consulting/Services Segment .................................................................................................................. 327
Aareon Segment ...................................................................................................................................... 327
Trend Information .......................................................................................................................................... 328

- v -

Administrative, Management and Supervisory Bodies .................................................................................. 328
Overview .................................................................................................................................................. 328
Management Board ................................................................................................................................. 328
Supervisory Board ................................................................................................................................... 329
Conflict of interests .................................................................................................................................. 331
Supervisory Authorities ............................................................................................................................ 332
Share Capital ................................................................................................................................................. 332
Major Shareholders ....................................................................................................................................... 332
Financial Information concerning Aareal Bank Group's Assets and Liabilities, Financial Liabilities, Financial
Position and Profits and Losses .................................................................................................................... 332
Rating of the Issuer .................................................................................................................................. 333
Description of the expected financing of the Issuer's activities ................................................................ 333
Legal or Arbitration Proceedings .............................................................................................................. 334
No Significant Change in the Financial Position or Financial Performance .............................................. 334
Material Contracts ......................................................................................................................................... 334
Pfandbriefe and the Mortgage Banking Sector .............................................................................................. 335
Taxation ............................................................................................................................................................. 339
Selling Restrictions ........................................................................................................................................... 343
General Information .......................................................................................................................................... 347
Method to determine the yield ....................................................................................................................... 347
Rating Agency ............................................................................................................................................... 347
Listing and Admission to Trading................................................................................................................... 347
Clearing Systems .......................................................................................................................................... 347
Interest of Natural and Legal Persons involved in the Issue/Offer ................................................................. 347
Use of Proceeds ............................................................................................................................................ 347
Authorisation ................................................................................................................................................. 347
Documents on Display ................................................................................................................................... 348
Documents Incorporated by Reference ......................................................................................................... 349
Names and Addresses ...................................................................................................................................... 352

- vi -

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 wil not
exceed 15,000,000,000 (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 qualified investors (as defined in the Prospectus Regulation) only.
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) wil be set forth in the Final Terms.
Instruments will 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,
Euro 1,000, if in any currency other than Euro, in an amount in such other currency nearly equivalent to Euro 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 Instuments to be issued will be determined at the time of pricing on the basis of a
yield which wil 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 wil be listed on the Frankfurt Stock Exchange or
which wil not be listed on any stock exchange.
Instruments wil 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 qualify as senior preferred debt pursuant to § 46f paragraph 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 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 § 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.
- 1 -

Senior Notes which shall qualify as senior non-preferred debt pursuant to § 46f paragraph 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 § 46f (6) of the German Banking
Act 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 § 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 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.

- 2 -

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 deterioration in a business partner's
credit quality (migration risk); (i ) a business partner defaulting on contractual obligations; (i i) col ateral being impaired;
or (iv) a risk arising upon realization of col ateral. Both credit business and trading activities may be subject to
counterparty credit risk. Counterparty credit risk exposure from trading activities may refer to risk exposure vis-à-vis
counterparties or issuers. Country risk is also defined as a form of counterparty credit risk.
Counterparty 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 capacity to
generate earnings, the ability of tenants to pay rents to borrowers, the price trend in the relevant segment of the real

- 3 -

estate sector, the demand for real estate in the respective locations and the general economic situation including in
particular the development of unemployment. If the trend in any of these factors is negative compared to the
assumptions made when property financing was extended, there is an increased risk of credit defaults.
The credit risks described above are exacerbated by risk concentrations on particular sectors, regions and individual
large borrowers or counterparties.
Counterparty Risk from Trading Activities
The Issuer defines counterparty risk from trading activities as the potential losses in value or foregone profit, which
may occur through unexpected default or deterioration of the credit quality of trading counterparties with whom the
bank has entered into securities or money market transactions, interest rate or currency derivatives, as wel as
securities repurchase transactions.
Collateral Risk
Collateral risk encompasses the risk of an impairment of the value of col ateral provided to Aareal Bank for any kind
of claim and the realisation of risks associated with the enforcement of col ateral.
Country Risk
When defining country risk, in addition to the risk of sovereign default or default of state entities, Aareal Bank also
takes into account the risk of a counterparty being unable to meet its payment obligations as a result of government
action, despite the counterparty being wil ing to pay. The form in which country risk arises can vary. In particular,
country risk may arise from a potential deterioration in macroeconomic conditions, political or social upheaval, the
nationalisation or expropriation of assets, the non-recognition by a government of cross-border liabilities, any
currency control measures, currency depreciation or devaluation or delivery bans, moratorium, embargo, war or
revolution in the relevant country. Here, it is important to distinguish between the relevant default risk of the respective
country, and the conversion and transfer risk.
Market Risk
Market risk is defined as the negative change in the value of the Bank's overal portfolio as a result of price fluctuations
or changes in parameters influencing price. This refers to market risks which are not assigned to the interest rate risk.
In particular, this also encompasses any type of spread risk exposure of instruments which are sensitive to changes
in interest rates, and which are neither included in interest rate risk nor in counterparty credit risk. The source of these
market risks may arise from changes in credit spreads (credit spread risk); specific price risks from the Bank's bond
portfolio, wherein the bonds are mainly sovereign bonds (sovereign risk); Foreign exchange rates (spot and forward
FX risk); risks from adjustments to the credit valuation of OTCderivatives (CVA risk) and risks from the regulatory
review of the trading book (Financial Risk in the Trading Book FRTB).
Interest Rate Risk
Interest rate risk is defined as the risk exposure of instruments which are sensitive to changes in interest rates,
caused by yield curve shifts. The source of these interest rate risks may arise from maturity transformation (gap risk),
spreads to the general yield curve (basis risk), explicit and implied options (option risk); risks arising from changing
valuation of pension liabilities (pension risk); risks from fluctuations in the value of fund assets (fund risk); and risks
from changes in Aareal Bank's specific funding spreads (funding risk).
Funding Risk
The Bank is exposed to the risk that market developments and changes in the economic environment may result in
the widening of credit spreads (either general y or for Aareal Bank individual y), thus increasing its funding costs.
Moreover, there is a risk that the money and/or capital markets are not accessible for any refinancing, including by
way of Pfandbriefe (either general y or for the Bank individual y). Any concerns of depositors regarding the
creditworthiness of the Bank could result in a material and potential y abrupt withdrawal of deposits.
Pension Risk
Aareal Bank defines pension risks as risks due to increased pension accruals in line with wrong assumption within
the various pension plans maintained by Aareal Bank Group considering the demographic development or the
estimation of the long term interest rates.

- 4 -