EQS-Adhoc: Aareal Bank AG: Conclusion of Delisting Agreement with Atlantic BidCo GmbH / Delisting offer announced by Atlantic BidCo GmbH at EUR 33.20 per share

Conclusion of Delisting Agreement with Atlantic BidCo GmbH / Delisting offer announced by Atlantic BidCo GmbH at EUR 33.20 per share

Aareal Bank AG ("Aareal" or the "Company") has today entered into a Delisting Agreement with its main shareholder Atlantic BidCo GmbH, which already holds just under 90% of the shares in the Company. Based on this agreement, the filing of an application for the revocation of the admission of the Aareal shares to trading on the regulated market (so-called delisting) shall take place.

In accordance with the provisions of the Delisting Agreement, Atlantic BidCo GmbH will today publish its decision to make a public delisting offer against a cash consideration to the shareholders of Aareal to acquire all shares in Aareal not already directly held by the Bidder against payment of a cash consideration in the amount of EUR 33.20 per Aareal share. This amount is, subject to the determination by the German Federal Financial Supervisory Authority ("BaFin") and the final determination in the Offer Document, slightly above the minimum price estimated pursuant to sec. 39 of the German Stock Exchange Act (Börsengesetz).

The Management Board and the Supervisory Board of the Company, both of which have approved the conclusion of the Delisting Agreement, support the announced delisting offer by Atlantic BidCo GmbH. Subject to the review of the public delisting offer document and the fulfilment of their legal obligations, the Management Board and the Supervisory Board of the Company intend to recommend to the shareholders of the Company to accept the offer in their joint reasoned statement to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”).

The Delisting Agreement also contains provisions regarding the financing support for the Aareal Bank AG in accordance with the investment agreement already concluded in the takeover procedure (2022) and thus also for the time after the revocation of the listing on the stock exchange.

After the revocation of the stock exchange listing becomes effective, the shares of Aareal will no longer be admitted to trading or be traded on a domestic regulated market or on a comparable foreign market.