Obligation Aareal 1% ( XS1692489237 ) en GBP

Aareal

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Allemagne

XS1692489237 ( en GBP )

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04/06/2020 - Obligation échue

Prospectus brochure de l'obligation Aareal XS1692489237 en GBP 1%, échue

L'Obligation émise par Aareal ( Allemagne ) , en GBP, avec le code ISIN XS1692489237, paye un coupon de 1% par an.
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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 the Luxembourg law relating to prospectuses
for securities (Loi relative aux prospectus pour valeurs mobilières) dated 10 July 2005 (the "Luxembourg Law")
which transposes Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as
amended, (the "Prospectus Directive") into Luxembourg law. 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 Luxembourg Law ("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 the regulated market for
the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in
financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (the "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 5.4 of the Prospectus Directive: (i) the
base prospectus of Aareal Bank AG in respect of non-equity securities within the meaning of Art. 22 (6) no. 4 of the
Commission Regulation (EC) No 809/2004 of 29 April 2004 and (i ) the base prospectus of Aareal Bank AG in
respect of Pfandbriefe (together, the "Prospectus").
Arranger:
Deutsche Bank
Dealers:
Aareal Bank · Bayern LB · BNP PARIBAS · Citigroup · Commerzbank · Deutsche Bank
DZ BANK AG · Goldman Sachs International · HSBC · LBBW · Morgan Stanley · UniCredit Bank
The date of this Prospectus is 9 June 2017.

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"). Full 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.
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 all 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 for one year fol owing the date of its publication and any supplement hereto as wel as any
final terms reflect the status as of their respective dates of issue. 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 the Prospectus in the event of 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 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 Directive and Article 13 of the
Luxembourg Law 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 United States of America and are subject to the tax law requirements of the United States

- ii -

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.
If the relevant Final Terms in respect of any Instruments include a legend entitled "Prohibition of Sales to
Retail Investors in the European Economic Area", the Instruments, from 1 January 2018, 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 Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC
("IMD"), 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 Directive 2003/71/EC (as amended, the "Prospectus
Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (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.
Prior to 1 January 2018, and from that date if the relevant Final Terms in respect of any Instruments specifiy
"Prohibition of Sales to Retail Investors in the European Economic Area" as "Not Applicable", except to the extent
sub-paragraph (ii) below may apply, any offer of Instruments in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State") wil be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, 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 Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, 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, all in
accordance with the Prospectus Directive, 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 3(2) of the Prospectus Directive 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 (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they
authorise, the making of any offer of Instruments in circumstances in which an obligation arises for the Issuer or any
Dealer to publish or supplement a prospectus for such offer.
The Issuer does not consent to the use of the 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.
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

- iii -

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

Summary of the Prospectus................................................................................................................................. 1
German Translation of the Summary ................................................................................................................ 27
Risk Factors......................................................................................................................................................... 56
Risk Factors Relating to the Instruments ......................................................................................................... 56
Risk Factors relating to Aareal Bank AG ......................................................................................................... 67
Responsibility Statement ................................................................................................................................... 74
General Description of the Programme ............................................................................................................ 75
Terms and Conditions of the Instruments German Language Version ......................................................... 78
Option I Emissionsbedingungen für Schuldverschreibungen mit fester Verzinsung ............................... 79
Option II Emissionsbedingungen für Schuldverschreibungen mit variabler Verzinsung........................ 104
Option III Emissionsbedingungen für Pfandbriefe mit fester Verzinsung .............................................. 133
Option IV Emissionsbedingungen für Pfandbriefe mit variabler Verzinsung ......................................... 145
Terms and Conditions of the Instruments English Language Version ........................................................ 163
Option I Terms and Conditions for Fixed Rate Notes............................................................................ 164
Option II Terms and Conditions for Floating Rate Notes ....................................................................... 186
Option III Terms and Conditions for Fixed Rate Pfandbriefe ................................................................. 212
Option IV Terms and Conditions for Floating Rate Pfandbriefe ............................................................ 223
Form of Final Terms .......................................................................................................................................... 240
General Information ....................................................................................................................................... 243
Part I.: Terms and Conditions ........................................................................................................................ 243
Part II.: Additional Information ....................................................................................................................... 271
Aareal Bank AG ................................................................................................................................................. 278
Statutory Auditors .......................................................................................................................................... 278
Information about Aareal Bank AG ................................................................................................................ 278
General Information ................................................................................................................................. 278
History and Development of Aareal Bank AG .......................................................................................... 278
Recent Material Events ............................................................................................................................ 279
Business Overview ........................................................................................................................................ 279
Principal Activities .................................................................................................................................... 279
Structured Property Financing ............................................................................................................ 279
Consulting/Services ........................................................................................................................... 280
Principal Markets ..................................................................................................................................... 280
Organisational Structure ................................................................................................................................ 280
Structured Property Financing Segment .................................................................................................. 281
Consulting/Services Segment .................................................................................................................. 281
Trend Information .......................................................................................................................................... 282
No Material Adverse Change ................................................................................................................... 282
Administrative, Management and Supervisory Bodies .................................................................................. 283

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Overview .................................................................................................................................................. 284
Management Board ................................................................................................................................. 284
Supervisory Board ................................................................................................................................... 285
Conflict of interests .................................................................................................................................. 287
General Meeting ...................................................................................................................................... 287
Supervisory Authorities ............................................................................................................................ 287
Major Shareholders ....................................................................................................................................... 287
Share Capital ................................................................................................................................................. 287
Financial Information concerning Aareal Bank Group's Assets and Liabilities, Financial Liabilities, Financial
Position and Profits and Losses .................................................................................................................... 287
Rating of the Issuer .................................................................................................................................. 288
Legal or Arbitration Proceedings .............................................................................................................. 289
No Significant Change in the Financial or Trading Position ..................................................................... 289
Material Contracts ......................................................................................................................................... 289
Pfandbriefe and the Mortgage Banking Sector .............................................................................................. 291
Taxation ............................................................................................................................................................. 295
Selling Restrictions ........................................................................................................................................... 299
General Information .......................................................................................................................................... 303
Method to determine the yield ....................................................................................................................... 303
Rating Agency ............................................................................................................................................... 303
Listing and Admission to Trading................................................................................................................... 303
Clearing Systems .......................................................................................................................................... 303
Interest of Natural and Legal Persons involved in the Issue/Offer ................................................................. 303
Use of Proceeds ............................................................................................................................................ 303
Authorisation ................................................................................................................................................. 303
Documents on Display ................................................................................................................................... 304
Documents Incorporated by Reference ......................................................................................................... 305
Names and Addresses ...................................................................................................................................... 308

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SUMMARY OF THE PROSPECTUS
Summaries are made up of disclosure requirements known as 'Elements'. These Elements are numbered in
Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of 'not applicable'.
Section A Introduction and warnings

Element
A.1
Warnings
Warning that:

this Summary should be read as an introduction to the
Prospectus;

any decision to invest in the [Notes][Pfandbriefe] should be
based on consideration of the Prospectus as a whole by the
investor;

where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the Member States, have to bear
the costs of translating the Prospectus, before the legal
proceedings are initiated; and

civil liability attaches only to the Issuer who has tabled the
Summary including any translation thereof, but only if the
Summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the
Prospectus, key information in order to aid investors when
considering whether to invest in the [Notes][Pfandbriefe].
A.2
Consent to use the Not applicable. The Issuer does not give consent to the use of the
Prospectus
Prospectus for the subsequent resale or final placement of the
[Notes][Pfandbriefe] to any Dealer or financial intermediary.

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Section B Aareal Bank as Issuer
Eleme

nt
B.1
Legal
and Aareal Bank AG is the legal name. Aareal Bank is the commercial name.
commercial name
of the Issuer
B.2
Domicile,
legal Aareal Bank AG is a German stock corporation (Aktiengesellschaft) incorporated
form, legislation, and operated under the laws of and domiciled in the Federal Republic of Germany.
country
of
incorporation
B.4b
Description
of The Bank expects the market and competitive environment for the financing of
any known trends commercial real estate to remain very demanding throughout 2017.
affecting
the
Issuer and the The total economy, financial and capital markets as well as commercial property
industries
in markets are exposed to significant uncertainty factors, risks and threats. These
which it operates include the low interest rate environment, but also the risk of increasing interest
rates, a potential resurgence of the European sovereign debt crisis, diverging
monetary policy between the US and the euro zone, United Kingdom's (UK) exit
from the European Union (EU), overdue reforms and structural economic issues in
certain countries across the euro zone, weak economic investments, a stagnating
global trade, the risk of a hard landing for China, corrections on capital and
financial markets due to unfulfil ed expectations in the wake of the presidential
election in the US, geopolitical risks and uncertainties as well as a risk of global
political stances shifting towards protectionism and demarcation.
Against the risks and uncertainties the economic development in different
economies in 2017 is likely to show a mixed picture. In the Bank's view, it is likely
that the economic development will be weaker in Europe compared to North
America and the Asia-Pacific region. For the euro zone a stable growth
comparable to the previous year's growth figure is likely. Some other European
countries like Poland and Sweden are expected to show a more dynamic growth
than the euro zone, while the UK's economy is likely to grow at a similar pace as in
2016, however burdened by significant uncertainties surrounding the exit from the
EU. A moderate rise in economic growth compared to 2016 is expected for the US;
while for China a further slight decline in growth rates is likely.
The above mentioned risks and uncertainties are also relevant for the financial and
capital markets and might cause significant distortions if they were to materialise to
a considerable extent. However, a higher volatility on the financial and capital
markets is anticipated for this year. Markets are likely to remain liquid and
receptive for securities issues and refinancing. For 2017, a moderate upward
pressure on interest rates not only in the US but also in the euro zone is projected.
Several factors are expected to have impact on the development of commercial
property values during the current year. Whilst the low interest rate environment
will continue to prevail, alongside a stable economy with gradual y improving
labour markets, the market faces greater uncertainty factors as mentioned above.
Against this background a largely stable development in the market values of
commercial property is anticipated for many markets, in particular for many
European markets relevant for Aareal Bank as well as in China, while in the US a
slight increase in values is possible on the back of a relatively favourable economic
outlook. However, rising interest rates, especial y if the increases are stronger than
expected, pose a certain risk for this development.
The intensive competition in financing commercial property of the previous years is
likely to persist in many markets in 2017, with less of readiness to lower margins.
Loan-to-value ratios are expected to remain stable.
In the banking business, the trend towards a tighter regulatory framework is set to

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persist in the Bank's view. Moreover, an increasing volatility of requirements
presents an additional chal enge for institutions: besides new requirements, this
volatility is particularly a function of the concrete specifications for instruments
implemented by the European Central Bank (ECB) and / or the national
supervisory authorities.
The Bank expects stable development for the German housing and commercial
property industries in the current and the next year as a result of the constant
rental income and the stability of property values. The persistent low interest rate
environment, which is relevant for the results from the Bank's deposit-taking
business, will continue to place a significant burden on segment results.
Aareon AG pursues a growth strategy for Aareon Group on the basis of the Aareon
Flight Plan, which forms part of the "Aareal 2020" future programme. Every
subsidiary in the Aareon Group derives its individual growth targets accordingly.
B.5
Description of the Aareal Bank AG is the parent company of Aareal Bank Group, which has directly
Group and the or indirectly equity interests in various companies. Aareal Bank Group's
Issuer's position organisational structure follows its business structure. The Bank is active in both
within the Group
business segments of Aareal Bank Group, Structured Property Financing and
Consulting/Services. In addition to its operative business, Aareal Bank fulfills
central group management functions for the Aareal Bank Group.
In respect of the Structured Property Financing business segment subsidiaries of
Aareal Bank are Aareal Capital Corporation and Aareal Bank Asia Limited as wel
as Aareal Estate AG, Aareal Valuation GmbH and Westdeutsche ImmobilienBank
AG.
In respect of the Consulting/Services segment business the key subsidiaries of
Aareal Bank are the Aareon Group, consisting of Aareon AG as holding company
of Aareon Group and its subsidiaries as well as Aareal First Financial Solutions AG
and Deutsche Bau- und Grundstücks-AG.
B.9
Profit forecast or Not applicable; no profit forecast or estimate is made.
estimate
B.10
Qualifications in Not applicable; PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesel schaft,
the audit report Frankfurt am Main, issued unqualified auditor's reports on the consolidated
on the historical financial statements of Aareal Bank AG for the fiscal years ended on 31 December
financial
2015 and 31 December 2016.
information
B.12
Selected
The following table shows an overview of selected historical key financial
historical
key information of Aareal Bank Group which has been extracted from the respective
financial
audited consolidated financial statements prepared in accordance with IFRS and
information
from the respective audited group management reports as of 31 December 2016
and 2015 as well as from the unaudited condensed consolidated interim financial
statements prepared in accordance with IFRS and from the unaudited interim
group management reports as of 31 March 2017 and 31 March 2016 of Aareal
Bank Group:
1 Jan -
1 Jan -
1 Jan -
1 Jan -

31 Mar
31 Mar
31 Dec
31 Dec
2017
2016
2016
2015
Results

Operating profit ( mn)
71
87
366
470
Consolidated net income (
47
60
234
374
mn)
Consolidated net income
42
55
215
355
attributable to shareholders of

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Aareal Bank AG ( mn)

31 Mar 2017¹ 31 Dec 2016¹ 31 Dec 2015
Statement of financial position

Loans and advances to customers (
31,113
31,203
34,566
mn)
Equity ( mn)
2,906
3,129
3,044
Total assets ( mn)
46,135
47,708
51,948
Regulatory indicators

Risk-weighted assets ( mn)
13,958
14,540
16,709
Common Equity Tier 1 ratio (CET 1
16.4
16.2
13.8
ratio) (%)
Tier 1 ratio (T1 ratio) (%)
19.2
19.9
17.2
Total capital ratio (TC ratio) (%)
26.5
27.5
23.8
1) The calculation of regulatory capital takes into account the Management and Supervisory
Board's proposal for the appropriation of profits for the financial year 2016. The appropriation
of profits is subject to approval by the Annual General Meeting.

A description of There has been no material adverse change in the prospects of Aareal Bank AG
any
material since 31 December 2016.
adverse change
in the prospects
of
the
Issuer
since the date of
its last published
audited financial
statements

A description of Not applicable. There has been no significant change in the financial or trading
significant
position of Aareal Bank AG since 31 March 2017.
changes in the
financial
or
trading position
subsequent
to
the
period
covered by the
historical
financial
information
B.13
Recent Events
Not applicable. There are no recent material events in respect to the evaluation of
the solvency of Aareal Bank.
B.14
Please read Element B.5 together with the information below

Dependence
Not applicable; Aareal Bank AG is the parent company of the Aareal Bank Group.
upon
other
entities within the
group

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