Governance Information • Nov 18, 2020
Governance Information
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Aareal Bank ESG Roadshow: "We are acting purposefully in our stakeholders' best interests"

Autumn 2020

Aareal Bank and its corporate governance bodies at a glance

Commercial Real Estate Financing solutions on three continents: Europe, North America, Asia/Pacific
hotel, logistics, office, retail, residential, student housing;
in-depth industry expertise in hotels, particular logistics and retail properties
i.a. single asset, portfolio, value added
Consulting/Services (C/S) Bank
Integrated payment transaction system for the housing industry (market leader) and the utility sector
▪ Intelligent solutions to improve connectivity and efficiency for bank and non-bank customers
software, 60+ years on the market, with c.3,000 customers managing 10m+ property units. Aareon has 40 locations in D/A/CH, the Netherlands, France, the Nordics and the UK.
Mission-critical ERP and a broad set of modular digital solutions running on a cloud-enabled PaaS platform
Sustainable, resilient business model with strong downside protection has delivered decades of consistent, profitable growth
Experienced leadership team combining deep software expertise and longstanding property experience with a strong M&A roll-up track record; 675+ software engineers
A robust business in tough times

Chair of the Supervisory Board, Remuneration Control Committee, Executive Committee and Nomination Committee
Ms Korsch's expertise covers the fields of strategic planning, banking, succession planning, financial markets & M&A investments, and the design and evaluation of risk management systems (including remuneration), among other things.
Ms Seignette's expertise covers the fields of banking, strategic planning, the design and evaluation of risk management systems (including remuneration), accounting and succession planning, among other things.

Ms Heinemann-Specht's expertise covers issues concerning the credit business and risk classification methods, among other things.
the fields of property financing, legal

risk management systems (including remuneration), the management and control of trading activities, IT, digitalisation, and cyber risks, among other things.

Among other things, Prof. Wagner's expertise covers the fields of accounting, external reporting, and the design and evaluation of internal control and risk management systems, with particular reference to accounting processes.
Ms Stheeman's expertise covers the fields of commercial property finance, banking strategic planning, the design and evaluation of risk management systems (including remuneration), IT and digitalisation, among other things.



fields of banking, strategic planning, M&A, corporate governance, risk management systems (including remuneration), compliance, AML, accounting and external reporting, among other things.
Ms Brendel's expertise covers the fields of digitalisation, innovation management, cyber risks, corporate IT, IT products and payment services, among other things.


Mr Voigtländer's expertise covers the fields of IT, digitalisation, innovation management, digital transformation, cyber risks, banking, the design and evaluation of risk management systems (including remuneration) and accounting, among other things.

Mr Hawel's expertise covers the fields of housing management software and digital solutions, among other things.

Mr Lehmann's expertise covers the fields of Aareon's and First Financial's digital products, and IT operations, among other things.

https://www.aareal-bank.com/en/about-us/company-profile/supervisory-board/ (Supervisory Board members, CVs, mandates)
5 https://www.aareal-bank.com/fileadmin/04\_Investoren/04\_HV-Dokumente/2020/Corporate\_Governance\_Statement.pdf (Corporate Governance Statement, including suitability requirements)

All Supervisory Board members must have the serious approach, expertise, ability and practical experience necessary to perform the duties incumbent on the Supervisory Board in its entirety
To be able to critically review, assess, question and provide advice on reports from and proposals by the Management Board, the members of the Supervisory Board have to fully understand the Company's
The Supervisory Board's expertise also has to extend to the following areas so as to ensure that it can effectively monitor, question and advise the Management Board:
Real estate finance, esp. commercial real estate

Enterprise resource planning systems
Digitalisation and transformation (IT and culture)

Design and monitoring of risk management systems
Design and monitoring of corporate governance frameworks

Financial markets & M&A investments
Accounting and statutory audits

All diversity targets met or exceeded

Aareal's average female participation according to Women-on-Board-Index: 32%

International experience Members who have lived and/or worked in foreign countries: current figure 42%
Age limit target: 70 at time of election
… however, the Supervisory Board targets do not mean that members have to be more than 60 years old current figure: 33.33% younger than 60
Minimum female participation: target: 25% current figure: 42% Banking experience (previous position with a bank)
target: min. 50% current figure: 58% Members who did not hold a previous position with a bank target: min. 8% current figure: 42%
Independence
− target: Both the Supervisory Board and its committee chairs are independent

− Employee representatives are not counted
One-third of Supervisory Board members are employee representatives
− Professional staff drawn from Aareal Bank and Aareon; no union representatives


100% member attendance at plenary meetings in 2019
− Especially with regard to Management Board remuneration, personnel issues, succession planning, annual evaluations of individual and collective suitability, and the efficiency of the Management and Supervisory Boards and their members
− between the Supervisory Board/Audit Committee chair and the statutory auditor
Strong performance, including in comparison to other companies (confirmed by an external professional)

Expertise in e.g. banking, housing management software & digital solutions, corporate IT, strategic planning, management of material risks, design and assessment of risk management systems, staff and succession planning, and remuneration Board experience since 2003

Expertise in e.g. banking, strategic planning, finance and accounting, corporate reporting, liquidity, IRRBB and participation risks, risk management systems and corporate IT Board experience since 2007
Expertise in e.g. real estate structured finance, management of credit, real estate, market risks and NPLs

Board experience since 2013
Expertise in e.g. banking, management of material risks (incl. IT and cyber risks, credit, liquidity and market risk, IRRBB, real estate risks, etc.), design and assessment of risk management systems
Board experience since 2006

Expertise in e.g. real estate structured finance, and the management of credit, real estate and market risks
Board experience since 2016
Please see https://www.aareal-bank.com/en/ about-us/company-profile/the-management-board/ for more information


Expertise in e.g. banking, housing management software & digital solutions, corporate IT, payment services, management of material risks (incl. IT and cyber risks), risk management systems, facility and organisation management Board experience since 2005

are not permitted to report to the Chief Lending Officer or the Chief Risk Office
must be separate from the Chief Risk Office
must be two separate functions
must be separate from Treasury, which is why the posts of Chief Lending Officer and Chief Financial Officer must be separate
The ECB also examines the suitability of Management Board and Supervisory Board members using its system of fit and proper checks

| Changes to Supervisory Board tenure |
• Adjustments to term of office; to be reduced to four years in principle |
• Supervisory Board has taken a number of initiatives to strengthen ESG |
||
|---|---|---|---|---|
| • Introduction of staggered election dates to allow the Supervisory Board to flexibly adjust its composition if necessary at least every three |
• Clear link between ESG and management remuneration targets (to improve discussion culture, among other things) |
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| years • Next regular election dates: AGMs in 2023 & |
• Independent control functions have direct access to Supervisory Board |
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| 2024 | • Employee survey |
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| • New AGM website, including summary of AGM agenda and material information, launched to encourage voting |
||||
| Increased transparency on corporate governance |
• Rules of procedure for Supervisory Board published |
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| • More informative Annual Report 2019 with detailed descriptions of |
||||
| • Succession planning and system |
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| • Selection process for Board members |
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| • Selection process for new auditor |
The Supervisory Board had held several meetings to ensure it is well informed and involved in pandemic management
• Regular reporting on Covid-19 impact (started with weekly reports, followed by bi-weekly and meanwhile monthly)
• Regular calls between the chairs of the Supervisory Board and the Risk and Audit Committees

Deep dive: The management remuneration system in the run-up to the "say on pay" resolution at next year's AGM

Three banks acquired and successfully integrated in the
last six years The Bank developed an IT subsidiary and sold a minority stake for an unexpected high sum
A decade of operating profit in the triple-digit millions demonstrates the sustainability of Aareal's business model and the outstanding performance by its management
Digital banking products developed and launched on the market
High client and employee satisfaction, high employee retention at Aareal group
What we still have to do:

| Remuneration component | Description | Relevance for strategy and long term development |
|
|---|---|---|---|
| Fixed remuneration components |
|||
| Fixed annual salary | - Fixed contractually agreed remuneration, paid monthly, amounting to 45% of the target total remuneration for Management Board members - Chairman of the Management Board: € 1,425,000 - Ordinary Board members: € 900,000 - Members of the Management Board to whom the "newcomer rule" applies: 80% of an ordinary Management Board member's fixed annual salary |
Guaranteeing a fixed income component in the form of a fixed annual salary and ancillary benefits is appropriate to the scope and complexity of the business, and the role and responsibility of the individual Management Board members, and is market-competitive. |
|
| Ancillary benefits | - Company car, which can also be used for private purposes, or flat rate payment if no company car is desired - Group accident insurance - Specific costs of security measures |
||
| Pension obligations | - Defined contribution commitment - Annual contribution of 15% of overall target remuneration for Management Board members - Management Board members who were appointed prior to 1 January 2013 are entitled to claim pension benefits when they turn 60 - Management Board members who were appointed after 1 January 2013 are entitled to claim pension benefits when they turn 62 - In the event of permanent disability, Management Board members are entitled to claim benefits prior to turning 60 or 62, as appropriate |
Grants pension commitments offering financial security in retirement and financial protection in the case of death or disability that are in line with market requirements |

Remuneration component Description Relevance to strategy and longterm development
Variable remuneration components
Bases variable remuneration on annual financial and non-financial performance criteria that are relevant to Aareal Bank AG's strategy. Provides incentives to Management Board members to implement Aareal Bank's business priorities and to act in the interests of the Bank's long-term, sustainable positive business development. Group performance targets account for 70% of overall target achievement, prioritising the focus on overall interests, including shareholder expectations. By granting variable remuneration, Aareal Bank complies with the regulatory requirements.

| Remuneration component | Description | Relevance for strategy and long term development |
|---|---|---|
| Other rules | ||
| Risk-bearing capacity | - The Supervisory Board reviews the variable remuneration before disbursement for compatibility with the risk-bearing capacity |
Disbursing variable remuneration is not meant to threaten Aareal Bank's financial solidity. |
| Penalty and clawback | - All variable remuneration components are subject to penalty and clawback provisions - Adjustments to outstanding remuneration and/or clawbacks of remuneration already disbursed are possible in the case of clawback events |
Within the meaning of responsible and sustainable corporate governance, and for the purpose of implementing the regulatory requirements, penalty and clawback rules are a mandatory part of good corporate governance, which in turn is firmly enshrined on Aareal Bank's strategy |

https://www.aareal-bank.com/fileadmin/downloadlist/DAM_Content/IR/Finanzberichte/2019/191231_gb_en.pdf (from page 89 ff.)




Groupwide Sustainability Committee (below Management Board Level)

| Transparency | Portfolio transparency on ESG aspects |
→ by 2022 |
|---|---|---|
| Green Offering | Launch of green / ESG product offering e.g. lending, funding |
→ by 2021 |
| Information Security & Data protection |
Handling client data responsibly | → zero breaches (cont') |
| Human Capital Management |
Frequent employee surveys | → every second year |
| Covid-19 Support |
Solutions for clients, Flexibility for employees | → ongoing |

We rely on continuity and reliability…
Enhanced importance through the Corona crisis with emergency aid …
▪ 1000 days Aareon Green Consulting from home offices in April 2020 (April 2019: 200 days).
Support services offered by Aareon with regard to corona, such as
"I believe that fundamental renovations aimed at improving the life cycle assessment of a building should be supported by the regulatory authorities and not penalized. Of course, one can subsume renovations under "risky" property development and then attach correspondingly high capital requirements to them. On the other hand, if you don't completely renovate a building you will hardly be able to immediately meet the next climate standard. …
I am not talking about reducing capital adequacy requirements at all. But we would have gained a lot if refurbishment didn't necessarily trigger an increase. …"
Hermann J. Merkens, BÖZ, 19. Juni 2020



▪ Moving to innovative approaches and away from cash and direct debits systems

Development of Return on Equity1) demonstrates financial strength

19.8% Common Equity Tier 1 ratio2), significantly exceeding the statutory requirements

Covered Bonds4) with best possible ratings – also attractive from an ESG point of view5)
€ 26.3 bn Valuable Real Estate Finance Portfolio3)

Digital solutions boost our client's sustainability records

Above average results in sustainability ratings


30
5) imug classified mortgage Pfandbriefe as recommendable investments with regard to ESG aspects (BBB), without DHB
Aareal Bank awarded as top employer for the 13th time in succession

Preparations for future disclosure requirements (EU Action Plan)


Set-up of ESG-opportunity & risk management
Strong economic performance
Failsafe information security
Transparent reporting on remuneration model/details
Governance Roadshow
Environmental disclosure
Within core business
Investor Relations
T +49 611 348 2636
Remuneration Officer
T +49 611 348 3702
Group Sustainability Officer




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