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Aareal Bank AG

Investor Presentation Aug 14, 2020

11_ip_2020-08-14_2120f55f-35fa-44e8-9986-8172d2022322.pdf

Investor Presentation

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Analyst Conference Call

Delivering on "Aareal Next Level": Accelerate Aareon's growth and value creation by partnership with Advent

August 14, 2020 Hermann J. Merkens, CEO

Important milestone on the path to implementing "Aareal Next Level"

Strategic milestone: Aareal Bank enters into a long-term partnership with Advent to accelerate growth and value creation of Aareon

  • 30% minority stake in Aareon will be acquired by Advent at an attractive Enterprise value of € ~960 mn1
  • Corresponding equity value of €~860 mn1 of which Aareal Bank will receive net cash proceeds of € ~260 mn as of closing
  • Additionally Advent granted an earn-out component of up to € 50 mn dependent on certain performance conditions
  • Closing of the transaction is subject to customary conditions, primarily related to anti-trust approvals, and is anticipated to take place in the fourth quarter of 2020

Advent acquires 30% of Aareon Financial effects on Aareal Bank Group

  • Expected realisation (as of closing) of a significant, P&L neutral, capital gain of € ~180 mn after taking into account minority interest in equity, transaction costs and taxation on capital gain
  • CET1 capital to be strengthened accordingly
  • Upfront capital gain significantly outweighs minor EPS dilution (FY 2020: ~0.05 EUR2 )
  • EPS effect to be compensated over time by significantly raised Aareon ambition level and reinvestment of proceeds

The transaction takes advantage of the very favourable market environment for resilient software-centric businesses

Rationale for the transaction: Aareal Bank and Advent to jointly support Aareon on its way to "Next Level"

Unlock
potential

Create a platform for Aareon to achieve its full potential

Become Europe's undisputed software leader facilitating the
digitalisation of the real estate industry

Leverage the strategic advantages offered by digitalisation to
contribute to a more sustainable economic growth
Ambition level: Become a "Rule
Value
creation

Cornerstones of a value creation plan have been agreed upon;
updated business plan to be defined and presented over the
coming months

Core elements: Boost organic growth, drive operational
excellence and execute M&A
Annual
revenue
growth
+
EBITDA
margin
of 40" software company
today
30%
by 2025
>40%
Roll-up
M&A
strategy

Support and enhance existing M&A roadmap and significantly
step up M&A activity

Drive consolidation in a fragmented ecosystem

Benefit from Advent's extensive network, transaction execution
and sector expertise
Strategic
support

Advent to be represented in Aareon's
Supervisory Board

Advisory Board to support Aareon Management with industry
and functional expertise with a view to achieve mutually agreed
visions
"Rule of 40": Sum of Aareon's
annual revenue growth and
EBITDA margin will at least
reach 40 per cent
Financial
support

Utilise Aareon's significant debt capacity for M&A

Further equity contribution from Aareal Bank and Advent on a
pro rata basis as required

Support by Advent with debt, equity and capital markets
expertise

Partnering with Advent will enable Aareal Bank and Aareon to even stronger support our clients

Value crystallisation today and strengthen the upsides for the future boost shareholder value

Value crystallisation today
Crystallise Aareon's
current value in a very favourable market environment for
resilient software-centric businesses for Aareal
Bank

Realise an attractive capital gain as of closing, hence…

…significant increase of our regulatory capital
Upsides for the future
Achieve higher value contribution to our shareholders in a partnership by…

further accelerating Aareon's
EBITDA and revenue growth beyond promised
2025 levels

multiple re-rating of Aareon as a "Rule of 40" company

Minor EPS effect on Aareal
Bank Group level to be compensated over time by
significantly raised Aareon ambition level
Use of proceeds
Unlock additional growth potential as promised in "Aareal
Next Level":

Pursue value-enhancing sustainable opportunities in both segments
See
of the Bank's business
next
page

Further support Aareon's
M&A roadmap with strong new partner

Enhance flexibility regarding capital management actions

Additional boost by investing the proceeds value-enhancing

Proceeds of the transaction

Investing in our business…

…leading to

Increased optionality regarding value-enhancing opportunities, if and when they arise

Advanced flexibility regarding potential capital management actions

By doing so create sustainable value for Aareal Bank and hence our shareholders…

Appendix

Aareal Bank and Aareon have 60+ years of shared history and look forward to an exciting future with Advent

This landmark transaction delivers on one of the key pillars of "Aareal Next Level"

Structured Property Financing (SPF) Consulting/Service (C/S) Bank Aareon

Commercial real estate financing

solutions across 3 continents: Europe, North American and Asia/Pacific

Diverse property types

  • Hotels, logistics, offices, retail, residential and student housing
  • Additional industry experts in hotels, logistics and retail properties

Investment finance

  • Single asset, portfolio, value add
  • Portfolio size: c.€26bn; average LTV: 57%

Integrated payment transaction system for the housing industry (market-leading) and the utility sector

Financial solutions

  • Payment processing provider
  • Deposit bank

Software solutions

  • Intelligent solutions to improve connectivity and efficiency for bank and non-bank customers
  • Average deposit volume of €10.5bn in Q1 2020

European leader for real estate software, 60+ years in the market serving c.3k customers and 10m+ units with 40 locations in DACH, Netherlands, France, Nordics and UK

Mission-critical ERP and broad set of modular Digital Solutions built on a cloud-enabled PaaS platform

Sustainable and resilient business model with strong downside protection delivers decades of consistent profitable growth

Experienced leadership team combining deep software expertise and longstanding real estate experience with a strong M&A roll-up track-record

"Activate" "Elevate" "Accelerate"

Ideally positioned to drive consolidation in the fragmented real estate ecosystem by further stepping up M&A activity

Contacts

Jürgen Junginger

Managing Director Investor Relations Phone: +49 611 348 2636 [email protected]

Sebastian Götzken

Director Investor Relations Phone: +49 611 348 3337 [email protected]

Carsten Schäfer

Director Investor Relations Phone: +49 611 348 3616 [email protected]

Karin Desczka

Manager Investor Relations Phone: +49 611 348 3009 [email protected]

Julia Taeschner

Group Sustainability Officer Director Investor Relations Phone: +49 611 348 3424 [email protected]

Daniela Thyssen

Manager Sustainability Management Phone: +49 611 348 3554 [email protected]

Disclaimer

© 2020 Aareal Bank AG. All rights reserved.

This document has been prepared by Aareal Bank AG, exclusively for the purposes of a corporate presentation by Aareal Bank AG. The presentation is intended for professional and institutional customers only.

It must not be modified or disclosed to third parties without the explicit permission of Aareal Bank AG. Any persons who may come into possession of this information and these documents must inform themselves of the relevant legal provisions applicable to the receipt and disclosure of such information, and must comply with such provisions. This presentation may not be distributed in or into any jurisdiction where such distribution would be restricted by law.

This presentation is provided for general information purposes only. It does not constitute an offer to enter into a contract on the provision of advisory services or an offer to purchase securities. Aareal Bank AG has merely compiled the information on which this document is based from sources considered to be reliable – without, however, having verified it. The securities of Aareal Bank AG are not registered in the United States of America and may not be offered or sold except under an exemption from, or pursuant to, registration under the United States Securities Act of 1933, as amended. Therefore, Aareal Bank AG does not give any warranty, and makes no representation as to the completeness or correctness of any information or opinion contained herein. Aareal Bank AG accepts no responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this presentation. The securities of Aareal Bank AG are not registered in the United States of America and may not be offered or sold except under an exemption from, or pursuant to, registration under the United States Securities Act of 1933, as amended.

This presentation may contain forward-looking statements of future expectations and other forward-looking statements or trend information that are based on current plans, views and/or assumptions and subject to known and unknown risks and uncertainties, most of them being difficult to predict and generally beyond Aareal Bank AG's control. This could lead to material differences between the actual future results, performance and/or events and those expressed or implied by such statements.

Aareal Bank AG assumes no obligation to update any forward-looking statement or any other information contained herein.

Thank you.

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