Obligation Areal 5.33% ( XS0184410040 ) en EUR

Areal

100 % ⇌

Allemagne

XS0184410040 ( en EUR )

5.33% par an ( paiement annuel )

29/01/2019 - Obligation échue

Prospectus brochure de l'obligation Aareal XS0184410040 en EUR 5.33%, échue

10 000 EUR

10 000 000 EUR

Aareal Bank AG est une banque spécialisée dans le financement immobilier et les services financiers pour le secteur immobilier, principalement en Allemagne et en Europe.

L'Obligation émise par Areal ( Allemagne ) , en EUR, avec le code ISIN XS0184410040, paye un coupon de 5.33% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/01/2019

Prospectus

Aareal Bank AG
Federal Republic of Germany, Wiesbaden
as Issuer
Euro 20,000,000,000
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 20,000,000,000 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 (i ) 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
The date of this Prospectus is 8 June 2021.

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.
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 2022 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 controlling 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

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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, EMMI
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
IBA, 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 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 (ii) 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 (i ) 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) 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

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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 (i ) 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 (i ) 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 (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.
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 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 will 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

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the Instruments (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will 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 wil 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 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.

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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 ......................................................................................................... 10
Responsibility Statement ................................................................................................................................... 23
Issue Procedures ................................................................................................................................................ 24
Terms and Conditions of the Instruments German Language Version ......................................................... 26
Option I Emissionsbedingungen für nicht nachrangige festverzinsliche Schuldverschreibungen ........... 27
Option II Emissionsbedingungen für nicht nachrangige variabel verzinsliche Schuldverschreibungen... 44
Option III Emissionsbedingungen für nachrangige Schuldverschreibungen ........................................... 87
Option IV Emissionsbedingungen für festverzinsliche Pfandbriefe ....................................................... 109
Option V Emissionsbedingungen für variabel verzinsliche Pfandbriefe ................................................ 122
Terms and Conditions of the Instruments English Language Version ........................................................ 161
Option I Terms and Conditions for senior Fixed Rate Notes ................................................................. 162
Option II Terms and Conditions for senior Floating Rate Notes ............................................................ 178
Option III Terms and Conditions for subordinated Notes ...................................................................... 220
Option IV Terms and Conditions for Fixed Rate Pfandbriefe ................................................................ 241
Option V Terms and Conditions for Floating Rate Pfandbriefe ............................................................. 253
Form of Final Terms .......................................................................................................................................... 291
General Information ....................................................................................................................................... 298
Part I.: Terms and Conditions ........................................................................................................................ 298
Part II.: Additional Information ....................................................................................................................... 333
Aareal Bank AG ................................................................................................................................................. 340
Statutory Auditors .................................................................................................................................... 340
Information about Aareal Bank AG ................................................................................................................ 340
General Information ................................................................................................................................. 340
History and Development of Aareal Bank AG .......................................................................................... 340
Business Overview ........................................................................................................................................ 341
Principal Activities .................................................................................................................................... 341
Structured Property Financing ............................................................................................................ 341
Banking & Digital Solutions ................................................................................................................ 341
Aareon................................................................................................................................................ 341
Principal Markets ..................................................................................................................................... 342
Organisational Structure ................................................................................................................................ 342
Structured Property Financing Segment .................................................................................................. 342
Banking & Digital Solutions Segment ....................................................................................................... 342
Aareon Segment ...................................................................................................................................... 342
Trend Information .......................................................................................................................................... 343

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Administrative, Management and Supervisory Bodies .................................................................................. 344
Overview .................................................................................................................................................. 344
Management Board ................................................................................................................................. 344
Supervisory Board ................................................................................................................................... 345
Conflict of interests .................................................................................................................................. 346
Supervisory Authorities ............................................................................................................................ 346
Share Capital ................................................................................................................................................. 347
Major Shareholders ....................................................................................................................................... 347
Financial Information concerning Aareal Bank Group's Assets and Liabilities, Financial Liabilities, Financial
Position and Profits and Losses .................................................................................................................... 347
Rating of the Issuer .................................................................................................................................. 348
Description of the expected financing of the Issuer's activities ................................................................ 348
Legal or Arbitration Proceedings .............................................................................................................. 349
No Significant Change in the Financial Position or Financial Performance .............................................. 349
Material Contracts ......................................................................................................................................... 349
Pfandbriefe and the Mortgage Banking Sector .............................................................................................. 350
Warning regarding Taxation............................................................................................................................. 354
Selling Restrictions ........................................................................................................................................... 355
General Information .......................................................................................................................................... 360
Method to determine the yield ....................................................................................................................... 360
Rating Agency ............................................................................................................................................... 360
Listing and Admission to Trading................................................................................................................... 360
Clearing Systems .......................................................................................................................................... 360
Interest of Natural and Legal Persons involved in the Issue/Offer ................................................................. 360
Use of Proceeds ............................................................................................................................................ 360
Authorisation ................................................................................................................................................. 360
Documents on Display ................................................................................................................................... 362
Documents Incorporated by Reference ......................................................................................................... 363
Names and Addresses ...................................................................................................................................... 367

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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 20,000,000,000 (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 Instruments to be issued wil 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 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 § 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
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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.
Senior Notes which shall qualify as MREL-eligible 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 all 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.

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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); (ii ) 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 capacity to
generate earnings, the ability of tenants to pay rents to borrowers, the price trend in the relevant segment of the real

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